Planning Communities, LLC 1/27/2023

Federal Transit Administration Clauses 25 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. 33. PROTEST AND APPEALS Procurement Protest Procedures are available for review at: https://www.codepublishing.com/WA/Everett/#!/Everett03/Everett0346.html#3.46 34. 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. 35. 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.transit.dot.gov/sites/fta.dot.gov/files/docs/Third%20Party%20Contracting%20Guidance%2 0%28Circular%204220.1F%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 would cause City of Everett to be in violation of the FTA terms and conditions. The contract agreement shall be binding upon and inure to the benefit of the contract parties, their successors and permitted assigns, but shall not inure to the benefit of any third party or other person. 36. TERMS OF THESE PROVISIONS AND COMPLIANCE A. The Contractor must comply with all applicable federal laws, regulations, and requirements, and should follow applicable federal guidance, except as FTA determines otherwise in writing. B. To assure compliance with federal laws, regulations, and requirements, the Contractor must take measures to assure that other participants in all of its underlying agreements, including, but not limited to subcontracts or purchase or task orders with lower tier subcontractors, suppliers, consultants etc.) comply with applicable federal laws, regulations, and requirements, and follow applicable federal guidance, except as FTA determines otherwise in writing.