Wash State Department of Transportation 10/30/2017

Project" during which the work was performed. Reimbursement requests must be received by July 15 of each state fiscal period.If the CONTRACTOR is unable to provide an invoice by this date,the CONTRACTOR shall provide an estimate of the charges to be 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.Any payment request received after the timeframe prescribed above will not be eligible for reimbursement. Section 7 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 Section 4, Sections 7 through 17, Section 20 and Section 23 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." Section 8 Reports A. The CONTRACTOR shall prepare quarterly reports regarding services provided pursuant to this AGREEMENT and other related information as prescribed in WSDOT's Consolidated Grants Program Guidebook, and any amendments thereto,or the Regional Mobility Grants Program Guidebook, and any amendments thereto,whichever is applicable,or as requested by WSDOT.Due to Legislative and WSDOT reporting requirements,any required quarterly progress reports shall be submitted for the duration of the AGREEMENT period regardless of whether the underlying funding sources have been exhausted. Post-grant annual performance reporting may also be required as prescribed in the aforementioned guidebook.Those reports include,but are not limited to: 1. Project Passenger Trips Provided 2. Project Service Hours Provided 3. Project Revenue Service Miles Provided 4. Narrative Progress Report 5. Financial Status/Summaries of the Project. B. If the project is receiving Transit Coordination,Tier or Regional Mobility grant funds,in addition to the requirements from subsection A,the CONTRACTOR shall submit a mutually agreeable Performance Measurement Plan to WSDOT. C. Remedies for Misuse or Noncompliance. The CONTRACTOR shall not use the Project or any part thereof in a manner different from that described in Exhibit I,Project Scope,Schedule and Budget,as set forth in Section 2 of the AGREEMENT.If WSDOT determines that the Project has been used in a manner different from Exhibit I,Project Scope,Schedule and Budget,WSDOT may direct the CONTRACTOR to repay WSDOT the State funded share of the "Project Costs."WSDOT may also withhold payments should it determine that the CONTRACTOR has failed to comply with any provision of this AGREEMENT. Section 9 No Obligation by the State Government No contract between the CONTRACTOR and its subcontractors shall create any obligation or liability for WSDOT with regard to this AGREEMENT without WSDOT's specific written consent, notwithstanding its concurrence in, or approval of,the award of any contract or subcontract or the solicitations thereof. Section 10 Personal Liability of Public Officers No officer or employee of WSDOT shall be personally liable for any acts or failure to act in connection with this AGREEMENT,it being understood that in such matters they are acting solely as agents of WSDOT. GCB2766 Page 3 of 10