2017/11/15 Council Agenda Packet

1 • Section 37 Severability If any covenant or provision of this AGREEMENT shall be adjudged void,such adjudication shall not affect the validity or obligation of performance of any other covenant or provision, or any part thereof, which in itself is valid if such remainder conforms to the terms and requirements of applicable law and the intent of this AGREEMENT.No controversy concerning any.covenant or provision shall delay the performance of any other covenant or provision except as herein allowed. Section 38 • Counterparts This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONTRACTOR does hereby ratify and adopt all statements,representations, warranties,covenants,and agreements and their supporting materials contained and/or mentioned herein,and does hereby accept WSDOT's grant and agrees to all of the terms and conditions thereof. Section 39 Complete Agreement This document contains all covenants,stipulations,and provisions agreed upon by WSDOT.No agent or representative of WSDOT has authority to make,and WSDOT shall not be bound by or be liable for,any statement,representation,promise or agreement not set forth herein or made by written amendment hereto. Section 40 Order of Precedence Any conflict or inconsistency in this AGREEMENT and its attachments will be resolved by giving documents precedence in the following order: 1. Federal Law 2. Exhibit II,Federal Provisions,if applicable 3. This AGREEMENT 4. Exhibit I Section 41 Agreement Close Out The CONTRACTOR shall notify WSDOT if the AGREEMENT is completed prior to the end date set forth in the caption header,"Term of Project"by written notification and in its capital Quarterly Progress Report,as referenced 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,for the quarter,in which the project is completed.WSDOT will prepare an amendment to modify the AGREEMENT to reflect the actual amount spent and the project completion date.WSDOT will send a close out letter to the CONTRACTOR. Section 42 Execution This AGREEMENT is executed by the Director, Public Transportation Division, State of Washington, Department of Transportation or the Director's designee,not as an individual incurring personal obligation and liability,but solely by, for and on behalf of the State of Washington, Department of Transportation, in the capacity as Director, Public Transportation Division,or as a designee. Section 43 Binding Agreement The undersigned acknowledge that they are authorized to execute this AGREEMENT and bind their respective agency(ies) and/or entity(ies)to the obligations set forth herein. This space is intended to be blank. • • GCB2818 Page 11 of 13 74