2007/05/02 Council Agenda Packet

a. Withholding of payments to the Contractor under the Agreement until 3 the Contractor complies,and/or b. Cancellation, termination or suspension of the Agreement,in whole or in part. 6. Incorporation Of Provisions: The Contractor shall include the provisions of paragraphs (1)through(6) in every subcontract, including procurements of materials and leases of equipment,unless exempt by the Regulations or directives issued pursuant thereto. The Contractor shall take such action with respect to any subconsultant or procurement as the City or Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance;provided,however,that,in the event a Contractor becomes involved in,or is threatened with, litigation with a subconsultant or supplier as a result of such direction,the Contractor may request the City to enter into such litigation to protect the interests of the City,and in addition,the Contractor may request the United States to enter into such litigation to protect the interests of the United States. C. Unfair Employment Practices: The Contractor shall comply with RCW 49.60.180. 15. Required Certifications. Attached hereto as Exhibit D-1, are the Certifications of the Consultant and the City, Exhibit D-2 Certification regarding debarment, suspension and other responsibility matters - primary covered transactions, Exhibit D-3 Certification regarding the restrictions of the use of Federal funds for lobbying, and Exhibit D-4 Certificate of Current Cost or Pricing Data. Contractor shall execute and return these certificates with the signed Agreement. The certificates are incorporated herein by reference. 16. Audits and Inspections. For a period of time extending through the duration of this Agreement and beyond to three years after completion of the Work, at any time during normal business hours and as often as the City may deem necessary, the Contractor shall make available to the City for the City's examination all of the Contractor's records and documents with respect to all matters covered by this Agreement and, furthermore, the Contractor will permit the City to audit, examine and make copies, excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 17. Access. The Contractor shall enter into an access agreement with the City. The access agreement will be for the purpose of allowing Contractor,its subcontractors and subconsultants, to enter upon the City's Riverfront Property,as legally described and depicted in Exhibit C,and engage in activities consistent with the Contractor's Work for the period prior to the closing of the sale of said Property to OliverMcMillan. The Contractor will also negotiate an access agreement with OliverMcMillan for access to the Riverfront Property for Work that will continue post-closing. Any access agreement with the City for the period prior to closing and any access agreement with OliverMcMillan for the period post-closing must contain,but are not limited to, the following provisions: A. Contractor,and its subcontractors, subconsultants,representatives and agents, will not make any material changes to the physical condition of the Riverfront Property except as contemplated by the Property Disposition Agreement between the City of Everett and OliverMcMillan,LLC.,dated February 21,2007("PDA")and the Consent Decree entered into 9 1