2021/10/27 Council Agenda Packet

Federal Transit Administration Clauses f. Claims for Damages Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or any of its employees, agents or others for whose acts it is legally liable, a claim for damages, therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury or damage. g. Remedies Unless this Contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City of Everett and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within in Washington State in which the City of Everett is located. h. Rights and Remedies The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City of Everett or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 32. PROTEST AND APPEALS Procurement Protest Procedures are available for review at: https://www.codepubl ishing.com/WA/Everett/#!/Everett03/Everett0346.html#3.46 33. FEDERAL CHANGES Any proposed change in this contract shall be submitted to the City of Everett for its prior approval. Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA (28) dated February 9, 2021) between Purchaser and FTA, or as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 34. INCORPORATION OF FTA TERMS The preceding and following provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F dated November 1, 2008, (Revised: July 29, 2009) are hereby incorporated by reference. https://www.tra nsit.dot.gov/sites/fta.dot.gov/files/docs/Third%20Pa rty%20Contracting%20Guida nce%2 0%28Ci rc u l a r% 204220.1 F%29. pdf Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict either other provisions contained in this agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Everett requests which 25