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<br />         <br />D.Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection <br />by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final <br />payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon <br />these records with the following exception: if any litigation, claim or audit arising out of, in connection with, <br />or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and <br />accounts shall be retained until such litigation, claim, or audit involving the records is completed. <br />An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the <br />State Auditor, WSDOT’s Internal Audit Office and/or at the request of the AGENCY’s Project Manager. <br />VI.Sub-Contracting <br />The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit “A” attached hereto and by <br />this reference made part of this AGREEMENT. <br />The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without <br />prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY <br />and sub-consultant, any contract or any other relationship. <br />Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit “E” attached <br />hereto and by this reference made part of this AGREEMENT. <br />The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub- <br />consultant cost estimate unless a prior written approval has been issued by the AGENCY. <br />All reimbursable direct labor, indirect cost rate, direct non-salary costs and fixed fee costs for the sub-consultant <br />shall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be <br />memorialized in a final written acknowledgement between the parties. <br />All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require <br />each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With <br />respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE’s <br />Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. <br />The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national <br />origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable <br />requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the <br />CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the <br />termination of this AGREEMENT or such other remedy as the recipient deems appropriate. <br />VII.Employment and Organizational Conflict of Interest <br />The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona <br />fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or <br />agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any <br />fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the <br />award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul <br />this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration <br />or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. <br />Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work <br />or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the <br />CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen’s <br />Agreement Number: <br />Page 6 of 14 Local Agency A&E Professional Services Cost Plus Fixed Fee Consultant Agreement <br />Revised 02/01/2021