Washington State Dept of Transportation 11/28/2017

and oversight responsibility on those vehicles through their useful life. The CONTRACTOR accepts WSDOT's legal ownership of the Project Equipment during its useful life as set forth in this Section and agrees that it shall not use the Project Equipment as collateral, nor shall the CONTRACTOR encumber the Project Equipment in any way. The CONTRACTOR shall follow the terms stated in Section 10A regarding use and disposal of all Project Equipment. For non-vehicle Project Equipment, WSDOT's lien shall equal the proportional Federal and/or State funded share, as identified in this AGREEMENT,of the disposable value of the Project Equipment. Satisfaction of WSDOT's lien may be satisfied only by proper disposal of the Project Equipment in a manner determined by WSDOT Section 22 Loss or Damage to Project Equipment A. The CONTRACTOR, at its own expense, shall cover any loss, theft, damage, or destruction of the Project Equipment using either of the following methods: 1. The CONTRACTOR shall maintain comprehensive and collision insurance for vehicles and property insurance for non-vehicle equipment adequate to cover the value of the Project Equipment; the CONTRACTOR shall supply a copy of the Certificate of Insurance specifying such coverage to WSDOT with the first request for reimbursement,and supply proof of renewal,annually thereafter;or 2. The CONTRACTOR shall provide a written certificate of self-insurance to WSDOT with the first request for reimbursement, annually thereafter. The CONTRACTOR will cover from its own resources the costs of repairing or replacing any Project Equipment,if it is stolen,damaged,or destroyed in any manner. B. If the damage to the Project Equipment does not result in a total loss,payments for damage shall be paid directly to the CONTRACTOR. The CONTRACTOR shall,within thirty(30)days,either: 1. Devote all of the insurance proceeds received to repair the Project Equipment and place it back in service,and the CONTRACTOR shall, at its own expense,pay any portion of the cost of repair which is not covered by insurance; or 2. In the event the CONTRACTOR certified to self- insurance, devote all funds necessary to repair the Project Equipment and place it back into service. C. If the Project Equipment is a total loss,either by theft or damage,the insurance proceeds or equivalent shall be paid directly to WSDOT. The CONTRACTOR shall within sixty(60)days of loss,theft,or damage,notify WSDOT that it either: 1. Intends to replace the lost Project Equipment;or 2. Does not intend to replace the lost Project Equipment. D. If WSDOT determines that the total loss occurred under circumstances in which the CONTRACTOR fulfilled its obligations under this AGREEMENT then WSDOT will either pay,or rebate,to the CONTRACTOR its proportionate share of such proceeds paid to WSDOT. E. Coverage, if obtained or provided by the CONTRACTOR in compliance with this section,shall not be deemed as having relieved the CONTRACTOR of any liability in excess of such coverage as required by the limitation of liability section of this AGREEMENT,or otherwise. Section 23 Changed Conditions Affecting Performance The CONTRACTOR hereby agrees to immediately notify WSDOT of any change in conditions or law,or of any other event,which may affect its ability to perform the Project in accordance with the provisions of this AGREEMENT. Section 24 Coordination of Special Needs Transportation It is the policy of WSDOT to actively support coordination of special needs transportation in the state. As a condition of assistance,the CONTRACTOR is required to participate in local coordinated planning as led by CONTRACTOR's relevant Metropolitan Planning Organization(MPO)and/or Regional Transportation Planning Organization(RTPO). Persons with special transportation needs means those persons,including their personal attendants,who because of physical or mental disability,income status,or age are unable to transport themselves or purchase transportation. Regional Mobility Grant funded projects are explicitly excluded from the provisions of Section 24—Coordination of Special Needs Transportation. Section 25 Disputes A. Disputes. Disputes,arising in the performance of this AGREEMENT,which are not resolved by agreement of the PARTIES, shall be decided in writing by the WSDOT Public Transportation Division Assistant Director or designee. This decision shall be final and conclusive unless within ten(10) days from the date of CONTRACTOR's receipt of WSDOT's written decision, the CONTRACTOR mails or otherwise furnishes a written appeal to the Director of the GCB2819 Page 7of13