2008/12/17 Council Agenda Packet

amount sufficient to complete the Project as detailed in Exhibit 1, "Scope of Project and Budget." The CONTRACTOR further agrees that there shall be no reduction in the amount specified as the"Contractor Funds"unless there is a concurrent proportional reduction in the "State Funds." If at any time the CONTRACTOR becomes aware that the cost which it expects to incur in the performance of this AGREEMENT, will differ from the amount indicated in the caption space titled"Total Project Cost" above, the CONTRACTOR shall notify WSDOT in writing within three(3)business days of making that determination. Section 5 Payment A. WSDOT funds shall be used to reimburse the CONTRACTOR for allowable expenses incurred in completing the Project as described in Exhibit I,"Scope of Project and Budget". Allowable Project expenses shall be determined by WSDOT as described in WSDOT's"Guide to Managing Your Public Transportation Grant,"which by this reference is fully incorporated herein. In no event shall the total amount reimbursed by WSDOT exceed"State Funds"identified in the caption space header titled"Project Cost,"above. B. Payment will be made by WSDOT on a reimbursable basis for actual costs incurred and only within the timeframe in the caption space titled"Term of Project"WSDOT shall make no payments for costs incurred prior to the beginning or after the ending dates shown.The CONTRACTOR shall submit an invoice detailing and supporting the costs incurred. Such invoices may be submitted no more than once a month and no less than once per quarter.If approved by WSDOT,said invoices shall be paid by WSDOT within thirty(30)days. Payment is subject to the submission to and approval by WSDOT of appropriate invoices, reports,and financial summaries.Any financial summaries submitted to WSDOT must include a record of the actual costs. C. The CONTRACTOR's final payment request must be received by WSDOT by July 15,2009,within thirty(30)days of the completion of the Project,or within thirty(30)days of the termination of this AGREEMENT,whichever is sooner. Any payment request received after July 15,2009 will not be eligible for reimbursement. Section 6 Assignments and Subcontracts, A. Unless otherwise authorized in advance and in writing by WSDOT, the CONTRACTOR shall not assign any portion of the Project or execute any contract, amendment, or change order thereto, or obligate itself in any manner with any assignee with respect to its rights and responsibilities under this AGREEMENT. B. The CONTRACTOR agrees to include Sections 9 through 18 of this AGREEMENT in each subcontract;and in all contracts it enters into for the employment of any individuals,procurement of any incidental goods or supplies,or the performance of any work to be accomplished under this AGREEMENT. It is further agreed that those clauses shall not be modified in any such subcontract,except to identify the subcontractor or other person or entity that will be subject to its provisions. In addition,the following provision shall be included in advertisement or invitation to bid for any procurement by the CONTRACTOR under this AGREEMENT: Statement of Financial Assistance: "This AGREEMENT is subject to the appropriations of the State of Washington". Section 7 Reports A.The CONTRACTOR shall prepare quarterly reports regarding services provided pursuant to this AGREEMENT and other related information,or as requested by WSDOT. Those reports include,but are not limited to: 1. Passenger Trips Provided 2. Project Service Hours Provided 3. Project Revenue Miles Provided 4. Narrative Progress Report 5. Financial Status of the Project Section 8 General Compliance Assurance The CONTRACTOR agrees to comply with such instructions as prescribed in WSDOT's "Guide to Managing Your Public Transportation Grant." The CONTRACTOR agrees that WSDOT, and/or any authorized WSDOT representative, shall have not only the right to monitor the compliance of the CONTRACTOR with respect to the provisions of this AGREEMENT but also have the right to seek judicial enforcement with regard to any matter arising under this AGREEMENT. J Page 2 of 9 GCA5507