TIC 2017-10-10 Item 2B - Agreement - 2017-2019 Transportation Demand Management Program with WA State Department of Transportation

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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 70.94.521 through RCW 70.94.555, 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 22 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 thereto; and/or the Federal Transit Administration Master Agreement 23, which may be found here, https://www.transit.dot.gov/sites/fta.dot.go v/files/FTA%20Master%20Agreement%20FY2017%20-%2010-1- 2016.pdf, and any amendments thereto. Section 2 Scope of Work The CONTRACTOR agrees to perform all designated tasks of the Project under this AGREEMENT as described in Exhibit 1, "Project Scope of Work," attached hereto and by this reference is incorporated into this AGREEMENT. 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 Scope of Work shall not exceed the "State Funds" detailed in the caption space header above titled "Project Costs." The CONTRACTOR agrees to expend eligible "State Funds" together with any "Contractor Funds" identified above in the caption space header "Project Costs," in an amount sufficient to complete the Project as detailed in Exhibit 1, "Project Scope of Work." 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 caption space titled "Project Costs" above, the CONTRACTOR shall notify WSDOT in writing within three (3) business days of making that determination. Section 5 Reimbursement and Payment A. Payment will be made with State Funds by WSDOT on a reimbursable basis for actual costs and expenditures incurred, while performing eligible direct and related 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 7 — Progress Reports may delay payment. The CONTRACTOR must submit an invoice using either State of Washington Form A-19 (Invoice Voucher), a copy of which is attached hereto as Exhibit 3 and by this reference incorporated into this AGREEMENT or a format approved by WSDOT. 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 approved by WSDOT, said 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, as defined in RCW 43.88, starting on July 1 and ending on June 30 the following year within the timeframe set forth in the caption space header of this AGREEMENT entitled "Term of Project" during which the work was performed. 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 charges 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. GCB2744 Page 2 of 13 10