2011/09/28 Council Agenda Packet

9 Section 3 Term of Project The CONTRACTOR shall commence,perform,and complete the Project within the time defined in the caption space header titled"Term of Project"on this AGREEMENT regardless of the date of execution of this AGREEMENT, unless terminated as provided herein. Section 4 Contractor's Share of Project Costs The total Project cost shall not exceed the amounts detailed in the caption space header titled "Project Costs." The CONTRACTOR agrees to expend eligible funds,together with any"Contractor Funds"allocated for the Project, in an amount sufficient to complete the Project as detailed in Exhibit 1,"Scope of Work 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" or WSDOT pre-approves the reduction in writing. If at any time the CONTRACTOR becomes aware that the cost which it expects to incur in the performance of this AGREEMENT will exceed or be less than the amount identified as "Total Project Cost" in the caption space header titled"Project Costs," the CONTRACTOR shall notify WSDOT in writing within three(3)business days of making that determination. Section 5 Payment A. State funds shall be used to reimburse the CONTRACTOR for allowable expenses incurred in completing the Project as described in Exhibit I,"Scope of Work and Budget." Allowable Project expenses shall be determined by WSDOT as described in WSDOT's Guide to Managing Your Public Transportation Grant, 2011 version, and any amendments thereto, 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 Costs,"above. B. Payment will be made by WSDOT on a reimbursable basis for actual net Project costs incurred within the timeframe in the caption space titled"Term of Project." Such costs to be reimbursed shall be calculated as described in WSDOT's Guide to Managing Your Public Transportation Grant, 2011 version, and any amendments thereto. 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 shall submit an invoice by July 15, 2012, for any unreimbursed eligible expenditures incurred between July 1,2011,and June 30,2012.If the CONTRACTOR is unable to provide an invoice by this date, the CONTRACTOR shall provide an estimate of the charges tobe billed so WSDOT may accrue the expenditures in the proper fiscal period.Any subsequent reimbursement request submitted will be limited to the amount accrued as set forth in this section. The CONTRACTOR'S fmal payment request must be received by WSDOT by July 15, 2013, 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, 2013 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 third party with respect to its rights and responsibilities under this AGREEMENT. B. The CONTRACTOR agrees to include Sections 9 through 17 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 any 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." GCA6818 27 Page 2 of 9