HomeMy WebLinkAboutCAG2021-478 - Original - WSDOT - Transportation Demand Management Implementation - 07/01/2021ApprovalOriginator:Department:
Date Sent:Date Required:
Mayor or Designee
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingDate Received: City Attorney:
Comments:
Date Routed: Mayor’s Office City Clerk’s OfficeAgreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Local Business? Yes No*
Business License Verification:
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Yes In-Process Exempt (KCC 5.01.045)
Notice required prior to disclosure?
Yes No
Contract Number:
This form combines & replaces the Request for Mayor’s Signature and Contract Cover
Sheet forms. (Print on pink or cherry colored paper)
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
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rev. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
Agreement Routing Form
For Approvals, Signatures and Records Management
(Optional)
Basis for Selection of Contractor:
* Memo to Mayor must be attached
Termination Date:
Authorized to Sign:
DATE: November 2, 2021
TO: Kent City Council
SUBJECT: Commute Trip Reduction Grant - Authorize
MOTION: I move to authorize the Mayor to sign the Transportation
Demand Management Implementation Agreement, WSDOT #PTD0443, for
the term July 1, 2021 through June 30, 2023, subject to final terms and
conditions acceptable to the Public Works Director and City Attorney.
SUMMARY:
This Agreement is between the Washington State Department of Transportation
(WSDOT) and the City. The City is required by state law to enforce the
transportation demand management provisions in RCW 70A.15.4020. The City is
then reimbursed by the State for costs incurred based on a formula devised by the
State Department of Transportation, Public Transportation Office.
The $106,006 Agreement allocates two years of funding for the implementation of
the Commute Trip Reduction (CTR) Program mandated by RCW 70A.15.4000 -
through RCW 70A.15.4110 for the 2021-2023 project term.
The grant funds pay for the City’s ¾-time, CTR Coordinator position and for
materials used to support businesses required by law to participate in CTR. These
businesses employ more than 11,000 people in the City of Kent. The program also
promotes alternative transportation modes to any interested area business or
individuals.
BUDGET IMPACT: There is no required match to this state grant.
SUPPORTS STRATEGIC PLAN GOAL:
Innovative Government - Delivering outstanding customer service, developing leaders, and
fostering innovation.
Evolving Infrastructure - Connecting people and places through strategic investments in physical
and technological infrastructure.
Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and
inviting parks and recreation.
Sustainable Services - Providing quality services through responsible financial management,
economic growth, and partnerships.
Inclusive Community - Embracing our diversity and advancing equity through genuine community
engagement.
ATTACHMENTS:
1.WSDOT Transportation Demand Management Implementation Agreement
(PDF)
2.CTR Administrative Work Plan 2021-2023 (PDF)
10/18/21 Public Works Committee RECOMMENDED TO
COUNCIL
RESULT: RECOMMENDED TO COUNCIL [UNANIMOUS] Next:
11/2/2021 5:00 PM
MOVER: Marli Larimer, Councilmember
SECONDER: Satwinder Kaur, Councilmember
AYES: Brenda Fincher, Satwinder Kaur, Marli Larimer
WSDOT Contact:Monica Ghosh 206-464-1191
GhoshMo@wsdot.wa.gov
Agreement Number Contractor:
Term of Project
UPIN
Vendor #Contact:Rob Brown 253-856-5571
Current Funds Projected Funds
$ 106,006
106,006$ -$
Budget:
Transportation Demand Management Implementation Agreement
PTD0443
July 1, 2021 through June 30, 2023
Current Funds reflect total funding appropriated by the Washington State Legislature for the
Project in the 2021-2023 biennium.
PTTD017
916001254
City of Kent
220 Fourth Avenue South
Kent, WA 98032
106,006$
Scope of Work: The CONTRACTOR agrees to provide Transportation Demand Management (TDM)
services, primarily used to support local Commute Trip Reduction (CTR) programs associated with the
Statewide Commute Trip Reduction Program, including: 1) Development and submission of an
Administrative Work Plan by the end of the first quarter of this AGREEMENT that must be approved by
WSDOT in writing; and 2) Implementation of the strategies and production of the deliverables outlined
in the WSDOT-approved Administrative Work Plan in order to implement a CTR program. The
Administrative Work Plan shall be incorporated as an amendment to this AGREEMENT.
Total Project Cost
THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter
“WSDOT,” and the Contractor identified above, hereinafter the “CONTRACTOR,” individually the
“PARTY” and collectively the “PARTIES.”
WHEREAS, RCW 70A.15.4000 through RCW 70A.15.4110 establishes the state’s leadership role,
and the requirements and parameters to reduce traffic congestion, fuel use, and air pollution through
commute trip reduction programs, including transportation demand management programs for
growth and transportation efficiency centers (“GTEC”) in Washington State; and
WHEREAS, the State of Washington in its Sessions Laws of 2021, Chapter 333 Section 220
authorizes funding for Public Transportation Programs and other special proviso funding as identified
in the budget through its 2021-2023 biennial appropriations to WSDOT; and
NOW THEREFORE, in consideration of the terms, conditions, covenants, and performances contained
herein, or attached and incorporated and made a part hereof, IT IS MUTUALLY AGREED AS
FOLLOWS:
SCOPE OF WORK AND BUDGET
Total Current & Projected Funds
$106,006
Funds
Commute Trip Reduction
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Section 1
Purpose of Agreement
A. The purpose of this AGREEMENT is for WSDOT to provide funding to the CONTRACTOR
to be used solely for activities undertaken to fulfill the requirements of RCW 70A.15.4000 through
RCW 70A.15.4110, as set forth in the Scope of Work and Budget, hereinafter known as the
“Project”
B. If this AGREEMENT is used as match for any other related projects with federal funds, in
addition to the requirements of Sections 1 through 30 of this AGREEMENT, the CONTRACTOR
must assume full responsibility for complying with all federal rules and regulations consistent with
the requirements imposed by use of the federal funds on any such related project(s), including
but not limited to Title 23 of the U.S. Code, Highways, as applicable, the regulations issued
pursuant thereto, 2 CFR Part 200, and 2 CFR Part 1201. The CONTRACTOR must also assume
full responsibility for compliance with Federal Highway Administration’s (FHWA) Required
Contract Provisions Federal-Aid Construction Contracts, FHWA 1273, which may be found here,
https://www.fhwa.dot.gov/programadmin/contracts/1273/1273.pdf, and any amendments/
revisions thereto; and/or the Federal Transit Administration Master Agreement 25 , which may be
found here,https://www.transit.dot.gov/funding/grantee-resources/sample-fta-agreements/fta-
grant-agreements.
Section 2
Scope of Work
The CONTRACTOR agrees to perform all designated tasks of the Project under this
AGREEMENT as described in “Scope of Work and Budget”.
Section 3
Term of Project
The CONTRACTOR shall commence, perform and complete the Project within the time defined
in the caption space header above titled “Term of Project” of this AGREEMENT regardless of the
date of execution of this AGREEMENT, unless terminated as provided herein. The caption space
header above entitled’ “Term of Project” and all caption space headers above are by this reference
incorporated into this AGREEMENT as if fully set forth herein.
Section 4
Project Costs
The total reimbursable cost to accomplish the Project shall not exceed the “Current Funds”
detailed in the “Scope of Work and Budget”. The CONTRACTOR agrees to expend eligible “State
Funds” together with any “Contractor Funds” identified above in the “Scope of Work and Budget”
table. If at any time the CONTRACTOR becomes aware that the cost that it expects to incur in
the performance of this AGREEMENT will differ from the amount indicated in the “Scope of Work
and Budget” table above, the CONTRACTOR shall notify WSDOT in writing within thirty (30)
business days of making that determination.
Section 5
Reimbursement and Payment
A. Payment will be made by WSDOT on a reimbursable basis for actual costs and
expenditures incurred, while performing eligible direct and related eligible indirect Project work
during the Project period. Payment is subject to the submission to and approval by WSDOT of
properly prepared invoices that substantiate the costs and expenses submitted by
CONTRACTOR for reimbursement. Failure to send in progress reports and financial information
as required in Section 11 –Reports may delay payment. The CONTRACTOR shall submit an
invoice detailing and supporting the costs incurred. Such invoices may be submitted no more
than once per month and no less than once per year, during the course of this AGREEMENT. If
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approved by WSDOT, properly prepared invoices shall be paid by WSDOT within thirty (30) days
of receipt of the invoice.
B. State Fiscal Year End Closure Requirement (RCW 43.88): The CONTRACTOR shall
submit an invoice for completed work in the same state fiscal period in which the work was
performed. As defined in RCW 43.88, the state fiscal period starts on July 1 and ends on June 30
the following year. Reimbursement requests must be received by July 15 of each state fiscal
period. If the CONTRACTOR is unable to provide an invoice by this date, the CONTRACTOR
shall provide an estimate of the expenses to be billed so WSDOT may accrue the expenditures
in the proper fiscal period. Any subsequent reimbursement request submitted will be limited to
the amount accrued as set forth in this section. Any payment request received after the timeframe
prescribed above will not be eligible for reimbursement.
Section 6
Administrative Work Plan
The CONTRACTOR agrees to submit to WSDOT an administrative work plan by the end of the
first quarter of this agreement or when the CONTRACTOR submits its first invoice, whichever is
sooner. The administrative work plan will include the following elements:
A. The work plan shall identify the deliverables, schedule, expected outcomes, performance
measures and strategies associated with this AGREEMENT and other strategies as defined in
the approved and locally adopted CTR or GTEC plans. These plans may include, but are not
limited to, recruiting new employer worksites, reviewing employer programs and providing site-
specific suggestions for improved CTR performance, administering surveys, reviewing program
exemption requests, providing employer training, providing incentives, performing promotion and
marketing, and providing emergency ride home and other commuter services.
B. The administrative work plan may be amended based on mutual written agreement
between the WSDOT Project Manager and the CONTRACTOR.
Section 7
Survey Coordination
The CONTRACTOR agrees to coordinate with WSDOT and its contracting partners for
Commute Trip Reduction employer surveys.
Section 8
Planning Data
The CONTRACTOR agrees to provide WSDOT with updated program goals for affected
worksites and jurisdictions as requested. These updates shall be submitted electronically in a
format specified by WSDOT. WSDOT may request worksite TDM plans for review.
Section 9
Database Updates
The CONTRACTOR agrees to provide WSDOT and the CONTRACTOR’s contracting partners
with updated lists of affected or participating worksites, employee transportation coordinators, and
jurisdiction contacts, as requested. These updates will be submitted in a format specified by
WSDOT.
Section 10
Use of State Funds for Incentives
The CONTRACTOR agrees to use State funds provided as part of this AGREEMENT in
accordance with incentives guidance that WSDOT shall provide to the CONTRACTOR.
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Section 11
Reports
The CONTRACTOR shall prepare and submit quarterly, annual, and final progress reports
pursuant to this agreement and as prescribed in WSDOT’s Transportation Demand
Implementation Agreement Guidebook, and any amendments thereto, found at
https://www.wsdot.wa.gov/transit/grants/public-transportation-commute-trip-reduction-grants, or
as requested by WSDOT. Due to Legislative and WSDOT reporting requirements, any required
quarterly progress reports shall be submitted for the duration of the AGREEMENT period
regardless of whether the underlying funding sources have been exhausted. Post-grant annual
performance reporting may also be required as prescribed in the aforementioned guidebook.
Section 12
Funding Distribution
The CONTRACTOR may distribute funds to local jurisdictions to include counties, cities, transit
agencies, Transportation Management Associations, and Metropolitan Planning Organizations or
other eligible organizations authorized to enter into agreements for the purposes of implementing
CTR and/or GTEC, plans as applicable, and as authorized by RCW 70A.15.4080, and by
ordinances adopted pursuant to RCW 70A.15.4020(5).
Section 13
Implementation Plans
The CONTRACTOR shall incorporate appropriate sections of the “Scope of Work and Budget”
and description of allowable incentives in accordance with the incentives guidance provided to
the CONTRACTOR by WSDOT as set forth in Section 10 of this AGREEMENT, as well as the
WSDOT approved Administrative Work Plan, in all agreements with eligible contracting
partner(s), as necessary, to coordinate the development, implementation, and administration of
such CTR and/or GTEC plans, and in compliance with applicable ordinances.
Section 14
Coordination with Regional Transportation Planning Organizations (RTPO)
The CONTRACTOR shall coordinate the development and implementation of its CTR and/or
GTEC plan and programs with the applicable regional transportation planning organization
(RTPO). The CONTRACTOR agrees to notify the RTPO of any substantial changes to its plans
and programs that could impact the success of the regional CTR plan. The CONTRACTOR
agrees to provide information about the progress of its CTR and/or GTEC plan and programs to
the RTPO upon request.
Section 15
Project Records
The CONTRACTOR agrees to establish and maintain accounts for the Project in order to
sufficiently and properly reflect all eligible direct and related indirect Project costs incurred in the
performance of this AGREEMENT. Such accounts are referred to herein collectively as the
"Project Account." All costs claimed against the Project Account must be supported by properly
executed payrolls, time records, invoices, contracts, and payment vouchers evidencing in
sufficient detail the nature and propriety of the costs claimed.
Section 16
Audits, Inspections, and Records Retention
WSDOT, the State Auditor, and any of their representatives, shall have full access to and the right
to examine, during normal business hours and as often as they deem necessary, all of the
CONTRACTOR’s records with respect to all matters covered by this AGREEMENT. Such
representatives shall be permitted to audit, examine and make excerpts or transcripts from such
records, and to make audits of all contracts, invoices, materials, payrolls, and other matters
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covered by this AGREEMENT. In order to facilitate any audits and inspections, the
CONTRACTOR shall retain all documents, papers, accounting records, and other materials
pertaining to this AGREEMENT for six (6) years from the date of completion of the Project or the
Project final payment date. However, in case of audit or litigation extending past that six (6) years
period, then the CONTRACTOR must retain all records until the audit or litigation is completed.
The CONTRACTOR shall be responsible to assure that the CONTRACTOR and any
subcontractors of CONTRACTOR comply with the provisions of this section and provide,
WSDOT, the State Auditor, and any of their representatives, access to such records within the
scope of this AGREEMENT.
Section 17
Agreement Modifications
A. Either PARTY may request changes to this AGREEMENT, including changes in the Scope
of Work and Budget. Such changes that are mutually agreed upon shall be incorporated as
written amendments to this AGREEMENT. No variation or alteration of the terms of this
AGREEMENT shall be valid unless made in writing and signed by authorized representatives of
the PARTIES hereto, provided, however, that changes to the Project title, UPIN, the contact
person of either PARTY, biennial adjustments with no impact to the overall project cost, or adding
the Administrative Work Plan, will not require a written amendment, but will be approved and
documented by WSDOT through an administrative revision. WSDOT shall notify the
CONTRACTOR of any such approved revision in writing.
B. If an increase in funding by the funding source augments the CONTRACTOR’s allocation
of funding under this AGREEMENT, the CONTRACTOR and WSDOT agree to enter into a written
amendment to this AGREEMENT, providing for an appropriate change in the Scope of Work and
Budget and/or the Total Project Cost in order to reflect any such increase in funding.
C. If a reduction of funding by the funding source reduces the CONTRACTOR’s allocation of
funding under this AGREEMENT, the CONTRACTOR and WSDOT agree to enter into a written
amendment to this AGREEMENT providing for an appropriate change in the Scope of Work and
Budget and/or the Total Project Cost in order to reflect any such reduction of funding.
Section 18
Recapture Provision
In the event that the CONTRACTOR fails to expend State Funds in accordance with state law
and/or the provisions of this AGREEMENT, WSDOT reserves the right to recapture State Funds
in an amount equivalent to the extent of noncompliance. The CONTRACTOR agrees to repay
such State Funds under this recapture provision within thirty (30) days of demand.
Section 19
Disputes
A. If the PARTIES cannot resolve by mutual agreement, a dispute arising from the
performance of this AGREEMENT the CONTRACTOR may submit a written detailed description
of the dispute to the WSDOT Public Transportation Division’s Statewide Transportation Demand
Management Programs Manager or the WSDOT Public Transportation Statewide Transportation
Demand Management Programs Manager’s designee who will issue a written decision within ten
calendar (10) days of receipt of the written description of the dispute. This decision shall be final
and conclusive unless within ten calendar (10) days from the date of CONTRACTOR’s receipt of
WSDOT’s written decision, the CONTRACTOR mails or otherwise furnishes a written appeal to
the Director of the Public Transportation Division or the Director’s designee. In connection with
any such appeal the CONTRACTOR shall be afforded an opportunity to offer material in support
of its position. The CONTRACTOR’s appeal shall be decided in writing within thirty (30) days of
receipt of the appeal by the Director of the Public Transportation Division or the Director’s
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designee. The decision shall be binding upon the CONTRACTOR and the CONTRACTOR shall
abide by the decision.
B. Performance During Dispute. Unless otherwise directed by WSDOT, the
CONTRACTOR shall continue performance under this AGREEMENT while matters in dispute are
being resolved.
Section 20
Termination
A. Termination for Convenience. WSDOT and/or the CONTRACTOR may suspend or
terminate this AGREEMENT, in whole or in part, and all or any part of the financial assistance
provided herein, at any time by written notice to the other PARTY. WSDOT and the
CONTRACTOR shall agree upon the AGREEMENT termination provisions including but not
limited to the settlement terms, conditions, and in the case of partial termination the portion to be
terminated. Written notification must set forth the reasons for such termination, the effective date,
and in case of a partial termination the portion to be terminated. However, if, in the case of partial
termination, WSDOT determines that the remaining portion of the award will not accomplish the
purposes for which the award was made, WSDOT may terminate the award in its entirety. The
PARTIES may terminate this AGREEMENT for convenience for reasons including, but not limited
to, the following:
1. The requisite funding becomes unavailable through failure of appropriation or otherwise;
2. WSDOT determines, in its sole discretion, that the continuation of the Project would not
produce beneficial results commensurate with the further expenditure of funds;
3. The CONTRACTOR is prevented from proceeding with the Project as a direct result of an
Executive Order of the President with respect to the prosecution of war or in the interest of national
defense; or an Executive Order of the President or Governor of the state with respect to the
preservation of energy resources;
4. The CONTRACTOR is prevented from proceeding with the Project by reason of a
temporary preliminary, special, or permanent restraining order or injunction of a court of
competent jurisdiction where the issuance of such order or injunction is primarily caused by the
acts or omissions of persons or agencies other than the CONTRACTOR; or
5. The state Government determines that the purposes of the statute authorizing the Project
would not be adequately served by the continuation of financial assistance for the Project.
6. In the case of termination for convenience under subsections A.1-5 above, WSDOT shall
reimburse the CONTRACTOR for all costs payable under this AGREEMENT that the
CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit
its claim for reimbursement to WSDOT. If the CONTRACTOR has any property in its possession
belonging to WSDOT, the CONTRACTOR will account for the same, and dispose of it in the
manner WSDOT directs.
B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for
default, in whole or in part, and all or any part of the financial assistance provided herein, at any
time by written notice to the CONTRACTOR, if the CONTRACTOR materially breaches or fails to
perform any of the requirements of this AGREEMENT, including:
1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT, which
under the procedures of this AGREEMENT would have required the approval of WSDOT;
2. Jeopardizes its ability to perform pursuant to this AGREEMENT, United States of America
laws, Washington state laws, or local governmental laws under which the CONTRACTOR
operates;
3. Fails to make reasonable progress on the Project or other violation of this AGREEMENT
that endangers substantial performance of the Project; or
4. Fails to perform in the manner called for in this AGREEMENT or fails, to comply with, or
is in violation of, any provision of this AGREEMENT.
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C. WSDOT shall serve a notice of termination on the CONTRACTOR setting forth the manner
in which the CONTRACTOR is in default. If it is later determined by WSDOT that the
CONTRACTOR had an excusable reason for not performing, such as events which are not the
fault of or are beyond the control of the CONTRACTOR, such as a strike, fire or flood, WSDOT
may: (a) allow the CONTRACTOR to continue work after setting up a new delivery of performance
schedule, or (b) treat the termination as a termination for convenience.
D. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow
the CONTRACTOR ten (10) business days, or such longer period as determined by WSDOT, in
which to cure the defect. In such case, the notice of termination will state the time period in which
cure is permitted and other appropriate conditions. If the CONTRACTOR fails to remedy to
WSDOT's satisfaction the breach or default within the timeframe and under the conditions set
forth in the notice of termination, WSDOT shall have the right to terminate this AGREEMENT
without any further obligation to CONTRACTOR. Any such termination for default shall not in any
way operate to preclude WSDOT from also pursuing all available remedies against
CONTRACTOR and its sureties for said breach or default.
E. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR
of any covenant, term or condition of this AGREEMENT, such waiver by WSDOT shall not limit
WSDOT's remedies for any succeeding breach of that or of any other term, covenant, or condition
of this AGREEMENT.
F. Any termination of the AGREEMENT, whether for convenience or for default, that requires
the AGREEMENT to be terminated or discontinued before the specified end date set forth in the
caption header, “Term of Project”, shall require WSDOT to amend the AGREEMENT by written
amendment to reflect the termination date and reason for termination.
Section 21
Forbearance by WSDOT Not a Waiver
Any forbearance by WSDOT in exercising any right or remedy hereunder, or otherwise afforded
by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy.
Section 22
Waiver
In no event shall any WSDOT payment of grant funds to the CONTRACTOR constitute or be
construed as a waiver by WSDOT of any CONTRACTOR breach, or default, and shall in no way
impair or prejudice any right or remedy available to WSDOT with respect to any breach or default.
In no event shall acceptance of any WSDOT payment of grant funds by the CONTRACTOR
constitute or be construed as a waiver by CONTRACTOR of any WSDOT breach, or default which
shall in no way impair or prejudice any right or remedy available to CONTRACTOR with respect
to any breach or default.
Section 23
WSDOT Advice
The CONTRACTOR bears complete responsibility for the administration and success of the work
as it is defined in this AGREEMENT and any amendments thereto. Although the CONTRACTOR
may seek the advice of WSDOT, the offering of WSDOT advice shall not modify the
CONTRACTOR’s rights and obligations under this AGREEMENT and WSDOT shall not be held
liable for any advice offered to the CONTRACTOR.
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Section 24
Limitation of Liability and Indemnification
A. The CONTRACTOR shall indemnify and hold harmless WSDOT, its agents, employees,
and officers and process and defend at its own expense any and all claims, demands, suits at law
or equity, actions, penalties, losses, damages, or costs (hereinafter referred to collectively as
“claims”), of whatsoever kind or nature brought against WSDOT arising out of, in connection with
or incident to this AGREEMENT and/or the CONTRACTOR’s performance or failure to perform
any aspect of this AGREEMENT. This indemnity provision applies to all claims against WSDOT,
its agents, employees and officers arising out of, in connection with or incident to the acts or
omissions of the CONTRACTOR, its agents, employees and officers. Provided, however, that
nothing herein shall require the CONTRACTOR to indemnify and hold harmless or defend the
WSDOT, its agents, employees or officers to the extent that claims are caused by the acts or
omissions of the WSDOT, its agents, employees or officers. The indemnification and hold
harmless provision shall survive termination of this AGREEMENT.
B. The CONTRACTOR shall be deemed an independent contractor for all purposes, and the
employees of the CONTRACTOR or its subcontractors and the employees thereof, shall not in
any manner be deemed to be the employees of WSDOT.
C. The CONTRACTOR specifically assumes potential liability for actions brought by
CONTRACTOR’s employees and/or subcontractors and solely for the purposes of this
indemnification and defense, the CONTRACTOR specifically waives any immunity under the state
Industrial Insurance Law, Title 51 Revised Code of Washington.
D. In the event either the CONTRACTOR or WSDOT incurs attorney’s fees, costs or other
legal expenses to enforce the provisions of this section of this AGREEMENT against the other
PARTY, all such fees, costs and expenses shall be recoverable by the prevailing PARTY.
Section 25
Governing Law, Venue, and Process
This AGREEMENT shall be construed and enforced in accordance with, and the validity and
performance thereof shall be governed by, the laws of the state of Washington. In the event that
either PARTY deems it necessary to institute legal action or proceedings to enforce any right or
obligation under this AGREEMENT, the PARTIES hereto agree that any such action shall be
initiated in the state of Washington Thurston County Superior Court situated in Thurston County.
Section 26
Compliance with Laws and Regulations
The CONTRACTOR agrees to abide by all applicable state laws and regulations, including, but
not limited to those concerning employment, equal opportunity employment, nondiscrimination
assurances, Project record keeping necessary to evidence AGREEMENT compliance, and
retention of all such records. The CONTRACTOR will adhere to all of the nondiscrimination
provisions in Chapter 49.60 RCW. The CONTRACTOR will also comply with the Americans with
Disabilities Act of 1990 (ADA), Public Law 101-336, including any amendments thereto which
provides comprehensive civil rights protection to individuals with disabilities in the areas of
employment public accommodations, state and local government services and
telecommunication.
Section 27
Severability
If any covenant or provision of this AGREEMENT shall be adjudged void, such adjudication shall
not affect the validity or obligation of performance of any other covenant or provision, or part
thereof, that in itself is valid if such remainder conforms to the terms and requirements of
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applicable law and the intent of this AGREEMENT. No controversy concerning any covenant or
provision shall delay the performance of any other covenant or provision except as herein allowed.
Section 28
Counterparts
This AGREEMENT may be executed in several counterparts, each of which shall be deemed to
be an original having identical legal effect. The CONTRACTOR does hereby ratify and adopt all
statements, representations, warranties, covenants, and agreements and their supporting
materials contained and/or mentioned in such executed counterpart, and does hereby accept
State Funds and agrees to all of the terms and conditions thereof.
Section 29
Execution
This AGREEMENT is executed by the Director of the Public Transportation Division, Washington
State Department of Transportation, or the Director's designee, not as an individual incurring
personal obligation and liability, but solely by, for, and on behalf of the Washington State
Department of Transportation, in his/her capacity as Director of the Public Transportation Division.
Section 30
Binding Agreement
The undersigned acknowledges that they are authorized to execute the AGREEMENT and bind
their respective agency(ies) and/or entity(ies) to the obligations set forth herein.
IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day and
year last signed below.p
WASHINGTON STATE
DEPARTMENT OF TRANSPORTATION
CONTRACTOR
Brian Lagerberg, Director
Public Transportation Division
Authorized Representative
Title
Print Name
Date Date
City Of Kent
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Mayor
Dana Ralph
11/08/202111-13-2021
For