Contract with Cowlitz-Wahkiakum Council of Government for transportation planning work BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
Authorizing a contract between Cowlitz- }
Wahkiakum Council of Governments (CWCOG) }
and Lewis County for costs of transportation } Resolution No. 18- J34
planning work performed }
WHEREAS, the Lewis County Department of Public Works has successfully obtained
funding which requires a contract to be executed with CWCOG for actual direct and related
indirect costs of work performed by Public Works' Transportation Planner; and
WHEREAS, the CWCOG Contract will provide $25,000 from July 1, 2018, through
June 30, 2019; and
WHEREAS, the Department of Public Works is requesting the Board of County
Commissioners (BOCC) authorization to enter into this CWCOG Contract; and
WHEREAS, the Lewis County Transportation Strategy Council approved the scope of
work attached to the CWCOG Contract on July 20, 2009; and
WHEREAS, the Public Works Director/County Engineer has reviewed the CWCOG
Contract (attached as Exhibit A) and recommends that the BOCC authorize execution of the
CWCOG Contract.
NOW THEREFORE BE IT RESOLVED that the BOCC has determined executing the
CWCOG Contract in the amount of $25,000 for reimbursement of actual direct and related
indirect costs of work performed by the Public Works' Transportation Planner from July 1,
2018, through June 30, 2019 is in the best public interest and the Chair is hereby authorized
to sign the same, on behalf of the BOCC.
DONE IN OPEN SESSION this 23rd day of July 2018.
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan L. Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
•
By: Deputy Prosecuting Attorney Ed : J. Fund, Grp
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ATTEST: Ro•ert C. Jackson, Vice Chair
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Rieva Lester, Clerk of the 14.riN Gary Stamper, Member
County Board of County Cos I E 1 o.
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EXHIBIT A - Resolution No. 18- "34
CWCOG Contract No. 2018-301
Scanned:
CONTRACT AGREEMENT
FOR
LEWIS COUNTY
TRANSPORTATION PLANNING ASSISTANCE
THIS AGREEMENT dated for reference purposes July 1, 2018, is entered into by and between the Cowlitz-
Wahkiakum Council of Governments,a municipal corporation(hereinafter referred to as"CWCOG"),and LEWIS
COUNTY, a municipal corporation of Washington State (hereinafter "Agency"), collectively the "Parties" and
individually the"Party."
RECITALS
WHEREAS, the CWCOG, being organized under RCW 36.64.080 to serve the general and special purpose
governments within the Cowlitz-Wahkiakum region,was subsequently designated under Title 23, Section 134 and
Title 49, Section 1607, the Metropolitan Planning Organization (MPO) for the Longview-Kelso-Rainier, Oregon,
Urbanized Area; and
WHEREAS,pursuant to RCW 47.80.020 the geographical contiguous Counties of Cowlitz, Grays Harbor,
Pacific, and Wahkiakum together with the CWCOG did form the Southwest Washington Regional Transportation
Planning Organization(SWRTPO)through an Interlocal Agreement(December 1990)amending it to include
Lewis County(March 1992); and
WHEREAS,the Interlocal Agreement designates the CWCOG,then known as the Cowlitz-Wahkiakum
Governmental Conference,as the lead planning agency of the RTPO responsible for the coordination and
development of the regional transportation plan; and
WHEREAS,the Washington State Department of Transportation's(WSDOT)annual appropriation for the
SWRTPO is allotted to the CWCOG and in turn apportioned to the Agency for the region of Lewis County for the
purposes set forth by this agreement;
NOW,THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. PURPOSE
1.1 The Agency agrees to perform and complete the work as described in Exhibit A — Scope of Work
(hereinafter referred to as"work"),attached hereto and by this reference made a part of this Agreement.
1.2 The CWCOG agrees to reimburse the Agency for the work as provided in Section 3 of this Agreement
and as defined in Exhibit B—Compensation Rate, attached hereto and by this reference made a part of
this Agreement.
1.3 This contract incorporates in its entirety Agreement No. GCB 2552, between the Washington State
Department of Transportation and the Cowlitz-Wahkiakum Council of Governments which is attached
hereto as Exhibit C and made a part of this agreement. This agreement recognizes the SWRTPO and
how it is to be administered. The Agency agrees to adhere to all terms and conditions of the above-
referenced agreement, except as modified by this contract.
1 2018-301 Lewis County Transportation Contract
2. CWCOG and AGENCY RESPONSIBILITIES
2.1 CWCOG RESPONSIBILITIES
2.1.1 The CWCOG shall coordinate the five (5) county Regional Transportation Planning
Organization (RTPO) and those projects identified in the Unified Planning Work Program
(UPWP)for this fiscal period.
2.1.2 The CWCOG will be responsible for administering all federal, state and local funds allocated
to the five(5)county RTPO from the State of Washington.
2.2 AGENCY RESPONSIBILITIES
2.2.1 The Agency shall confer and coordinate with the CWCOG on a regular basis.
2.2.2 The Agency shall prepare and present written monthly progress reports throughout the course
of the work program's fiscal year in accordance with the WSDOT reporting requirements. A
report shall accompany each reimbursement request and reflect work accomplished within the
same time period as the request.
2.2.3 At the conclusion of the fiscal year 2019,the Agency shall prepare and submit to the CWCOG
a final progress report in a format determined by the CWCOG as prescribed in Exhibit A —
Scope of Work.
2.2.4 As part of the annual Scope of Work for the region,the five(5)Counties in turn host a quarterly
meeting of the Southwest Washington RTPO. In the quarter that the Agency is assigned to
host,it is responsible to provide the meeting room,refreshments,and other necessary elements
in support of the meeting; however, any and all costs related to the annual meeting are not
considered part of this contract and may be submitted to the CWCOG for reimbursement in
full above and beyond the total amount of this agreement.
3. PAYMENT
3.1 The CWCOG, in consideration of the faithful performance of the services to be provided by the Agency
as described in Exhibit A—Scope of Work,agrees to reimburse the Agency for actual direct and related
indirect costs of the work to a not-to-exceed maximum amount of $25,000, as established in this
Agreement.
3.2 The compensation rate for services to be provided by CWCOG is marked Exhibit B —Compensation
Rates,and is attached hereto and by this reference made a part of this Agreement.
3.3 The Agency shall request reimbursement of funds as they are expended on work program activities.
Such requests for reimbursement shall document the amount of the funds expended during the work
program fiscal year, as well as for the current billing period, and shall include reports identified in
Exhibit A, in a format approved by CWCOG.
3.4 To ensure payment,the Agency shall either email or mail via United States Postal Service invoices and
appropriate supporting materials to:
CWCOG/Administration Annex
207 4th Avenue North
Kelso, WA 98626
OR email same to appropriate contact in Section 7 of this Agreement.
2 2018-301 Lewis County Transportation Contract
3.5 The Agency's requests must be made monthly, with not more than one request per month. Requests
for reimbursement received by the CWCOG by the 5'" of the month will be paid at the end of that
month. Requests received after the 5`''of the month will be processed for payment the following month.
3.6 If there is a change in scope of work to be performed by the Agency that results in an increase in costs
in excess of the maximum amount allowed under section 3.1 herein, the Parties shall enter into an
amendment to this Agreement to document the change in scope and to increase the maximum amount
reimbursable under this Agreement.
3.7 Agency agrees to submit a final invoice to CWCOG by July 5, 2019. At the time of final billing, all
necessary adjustments will be made and reflected in the final payment. In the event that such final
review or audit reveals overpayment to Agency or under billings to CWCOG, the Agency agrees to
refund any overpayment to the CWCOG within thirty (30) calendar days after receipt of an invoice
from CWCOG and CWCOG agrees to reimburse the under-billed amount to the Agency within thirty
(30)calendar days after Agency's receipt of an invoice.
4. ACKNOWLEDGEMENT OF STATE/FEDERAL FUNDING
In the event funding from the state or federal sources is withdrawn, reduced or limited in any way after the
effective date of this contract,and prior to normal completion,the CWCOG may terminate or renegotiate this
agreement subject to the new funding limitations and/or conditions.
5. AMENDMENT
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof
and understandings, agreements, representations not contained in this Agreement shall not be binding on
either Party. Either Party may request changes to the provisions of this Agreement. Such changes that are
mutually agreed upon shall be incorporated by written amendment to this Agreement. No variation or
alteration of the terms of this Agreement shall be valid unless made in writing and signed by authorized
representatives of the Parties hereto.
6. TERM/TERMINATION
6.1 The term of this Agreement shall begin July 1, 2018, and terminate June 30, 2019, or earlier if agreed
to in writing by the Parties,except as set forth below in this section. The term of this Agreement may
be modified and continued by amendment for work beyond this date at the discretion of the Parties and
as funding allows.
6.2 Either Party may terminate this Agreement at any time in the event the other Party fails to perform a
material obligation of this Agreement or fails to perform any of the requirements of this Agreement,
including, but not limited to, if either Party fails to make reasonable progress on the work or other
violation of this Agreement that endangers substantial performance of the work. The Parties shall serve
written notice of a Party's intent to terminate this Agreement setting forth in detail the reasons for such
termination. The Party receiving such notice of intent to terminate shall be given the opportunity to
remedy the default within fifteen(15)calendar days of receipt of such notice. If the default is not cured
within the designated time period,this Agreement may be terminated immediately by written notice of
the aggrieved Party to the other.
6.3 Either Party may terminate this Agreement for convenience and without cause upon two (2) weeks
written notice to the other Party. The CWCOG shall pay in full for all services provided up to the date
of termination of this Agreement as funding allows.
3 2018-301 Lewis County Transportation Contract
7. PARTY CONTACTS
All contact between the Parties, including, but not limited to,Agreement administration, will be between the
representatives of each Party or their designee as follows:
CWCOG AGENCY
William A. Fashing, Executive Director Michael Kroll,Transportation Planner
bfashing(a,cwcog.org michael.kroll(a�lewiscountywa.gov
Financial/Contract Amendments Designee:
Anisa Kisamore,Business Administrator
akisamore @cwcog.org
Cowlitz-Wahkiakum Council of Governments Lewis County Public Works
207—4th Avenue North/Admin Annex 2025 NE Kresky Ave.
Kelso, WA 98626 Chehalis, WA 98532
Telephone: (360) 577-3041 Telephone: (360) 740-2665
Facsimile: (360)214-3425 Facsimile: (360)740-1475
8. NOTIFICATION
Any notice required pursuant to this Agreement shall be in writing and shall be sent postage prepaid by U.S.
Mail,return receipt requested,to the individual(s) identified in Section 7 herein unless otherwise indicated in
writing by the Parties to the Agreement.
9. INDEMNIFICATION
9.1 Each Party to this Agreement shall protect, defend, indemnify, and hold harmless the other Party, its
officers, employees, and agents, while acting within the scope of their employment as such, from any
and all costs (including reasonable attorneys' fees and costs), claims, judgments, and/or awards of
damages (both to persons and/or property), arising out of, or in any way resulting from, each of the
Party's own negligent acts or omissions with respect to the provisions of this Agreement. No party will
be required to indemnify, defend, or save harmless the other Party if the claim, suit, or action for
injuries, death, or damages (both to persons and/or property) is caused by the sole negligence of the
other Party. Where such claims, suits, or actions result from the concurrent negligence of the Parties,
the indemnity provisions provided herein shall be valid and enforceable only to the extent of the Party's
own negligent acts or omission. Each Party waives its immunity under Title 51 RCW to the extent it
is required to indemnify,defend and hold harmless the other Party and its agencies, officials, agents or
employees.
9.2 The indemnification obligation described in this section shall survive the termination of this Agreement.
10. DISPUTES
The designated representatives herein under Section 7 of this Agreement shall use their best efforts to resolve
disputes between the Parties. If these individuals are unable to resolve a dispute,the Parties shall agree upon
a third party to provide non-binding mediation of the issue prior to institution of litigation. Each Party shall
bear its own costs and one-half of the cost of the third party mediator.
4 2018-301 Lewis County Transportation Contract
11. VENUE
This Agreement shall be deemed to be made in the County of Cowlitz, State of Washington, and the legal
rights and obligations of the Parties shall be determined in accordance with the laws of the State of
Washington. All legal actions in connection with this Agreement shall be brought in the superior court
situated in the County of Cowlitz, State of Washington.
12. ATTORNEY FEES and COSTS
In the event a suit,or other proceeding of any nature whatsoever, including without limitation any proceeding
under the U.S.Bankruptcy Code, is instituted,or the services of an attorney are retained to interpret or enforce
any provision of this Agreement or with respect to any dispute relating to this Agreement,the prevailing party
shall be entitled to recover from the losing party its attorneys', paralegals', accountants', and other experts'
fees and all other fees, costs, and expenses actually incurred and reasonably necessary in connection
therewith. In the event of suit,action,arbitration,or other proceeding,the amount thereof shall be determined
by the judge or arbitrator,and shall include fees and expenses incurred on any appeal or review,and shall be
in addition to all other amounts provided by law.
13. SEVERABILITY
If any provision of this Agreement or its application is held invalid, the remainder of the Agreement or the
application of the remainder shall not be affected.
14. ASSIGNMENT
Neither this Agreement nor any interest therein may be assigned by either Party without first obtaining the
written consent of the other Party.
15. NONDISCRIMINATION
No person shall,on the grounds of race,creed,color,national origin,age,sex,sexual orientation or disability,
be excluded from participation in,be denied the benefits of,or be otherwise subjected to discrimination under
activities performed pursuant to this Agreement.
16. RECORD RETENTION and AUDIT
During the progress of the work and for a period of not less than six(6)years from the date of final payment
to CWCOG,the records and accounts pertaining to the services under this Agreement and accounting thereof
shall be kept available for inspection and audit by the Parties, City, State and/or Federal Government, and
copies of all records, accounts, documents,or other data pertaining to this Agreement will be furnished upon
request. The Parties shall have full access to and right to examine and copy said records during normal
business hours and as often as it deems necessary. The Parties agree that the services performed herein are
subject to audit by either or both Parties.
17. COPYRIGHTS
Copyright of all material created by CWCOG and paid for with funds as a part of this Agreement shall be
deemed the property of the Agency authored by CWCOG. Either Party may use the material and permit
others to use such for any purpose consistent with the Party's respective mission. This material includes,but
is not limited to, documents, reports, books, videos, pamphlets, sound reproductions, photographs, studies,
surveys, tapes, and training material. Materials used to perform the services and create the deliverables of
this Agreement that are not created for or paid for through this Agreement shall be owned by such party as
determined by law. The legal owner thereof hereby grants a perpetual, unrestricted, royalty free, non-
5 2018-301 Lewis County Transportation Contract
exclusive license to the other party to use and to permit others to use for any purpose consistent with the
respective mission of said material.
18. AUTHORIZED SIGNATURES
The undersigned acknowledge that they are authorized to execute this Agreement and bind their respective
agencies to the obligations set forth herein.
19. COUNTERPARTS
This agreement may be executed in two or more counterparts,each of which shall be deemed an original, but
all such counterparts shall constitute one agreement.
IN WITNESS HEREOF, the Parties have subscribed their names hereto effective as of the year and date first
written above.
COWLITZ-WAHKIAKUM LEWIS COUNTY
COUNCIL OF GOVERNMENTS BOARD OF COUNTY COMMISSIONERS
Jil--14? "By: By:
William A. Fashing, Ex cutive Director Edna Fund, Chair
Date: (0 —I 5--r " Date: jays Gig, calla
ATTEST ATTEST
By: 4 .i1 !'JIL/�l By: f
is. i isamore, Business Administrator Rieva Lester, Clerk of the Board of
County Commissioners
Date: �w `670 Date: cifil (j . Id
APPROVED AS TO FORM
•�1gC0 N�•••
O
•4 $ AS°.4,�3 By:
• i • Agency Attorney
: /8 SIsrE 1ti 1.1•* ` 1845 j ;7- 1?
• Date:
o• �2DM
• Mis • •
6 2018-301 Lewis County Transportation Contract
Exhibit A
SCOPE OF WORK
FOR
LEWIS COUNTY
TRANSPORTATION PLANNING ASSISTANCE
This Scope of Work described herein are the transportation planning tasks to be performed within the Lewis County
region by the Agency for the SWRTPO, Fiscal Year 2019(July 1,2018—June 30,2019).
WORK TASKS
1. Transportation Program Administration
Program administration is a core function with the purpose of providing the administrative support required to
manage and coordinate the overall transportation planning program which includes state and federal planning
requirements.
1.1 Program Management and Support - Facilitate and support the SWRTPO tasks in coordination with
Lewis County Transportation Strategy Council and Technical Advisory Committee; fulfill contractual
obligations; provide monthly activity report; participate in regularly scheduled coordination calls with
CWCOG's transportation staff; participate in SWRTPO meetings and regularly report efforts at agency
meetings.
1.2 Title VI Compliance-As the Agency is a sub-recipient of a federally funded contract and as is required
of the CWCOG for sub-recipient monitoring, the Agency will provide evidence of compliance with
regulations relative to nondiscrimination whether by policy or assurances. (Refer to element 1.4 in the
2019 UPWP.)
1.3 Coordination and consultation with regional, statewide, federal and Indian Nation partners—Participate
in statewide and regional transportation planning coordination efforts between CWCOG,cities,counties,
state, and federal agencies. Attend public hearings and local council meetings; providing support as
needed/requested.Engage with tribal partners within the Regional Transportation Planning Organization
(RTPO) planning tasks. Assist as appropriate in tribal planning and implementation processes. (Refer to
element 1.2 in the 2019 UPWP.)
1.4 Unified Planning Work Program and Annual Performance and Expenditure Report - Prepare Agency's
UPWP work tasks in conjunction with CWCOG staff. Prepare Agency's accomplishments for inclusion
in CWCOG's UPWP Annual Report. (Refer to element 1.6 in the 2019 UPWP.)
2. Multi-Modal Transportation Planning
The purpose of the tasks within this element is to meet state and federal transportation planning requirements
through a continuous,cooperative, and comprehensive planning process.This element addresses federal, state,
and regional priorities.All six of the state's transportation planning priorities of economic vitality,preservation,
safety, mobility, environment, and stewardship are included throughout the development of this element and
through outcomes associated with this activity.
2.1 Coordination of Planning Activities- Work closely with CWCOG staff to provide information required
for timely delivery of all planning and reporting deliverables; represent Lewis County in SWRTPO
activities; participate in Washington State Department of Transportation (WSDOT), Federal
Transportation Administration (FTA), Federal Highway Administration(FHWA)regional meetings and
projects;provide planning elements as needed,review documents affecting the Lewis County region and
respond accordingly.
7 2018-301 Lewis County Transportation Contract
2.2 Planning Consultation, Services, and Technical Support - Continue to research grant funding
opportunities and provide staff support in the timely application for all applicable transportation funding
opportunities; grant research and grant application assistance to rural cities and towns; continue to work
on at-grade railroad crossing planning requirements, and position Washington,the region,and county for
potential federal funding and enhanced state freight funding.
2.3 Review of Comprehensive Plans and Countywide Planning Policies (RCW 365.196.305) - Ensure that
transportation facilities and services of statewide significance(RCW 47.06.140)are included in member
jurisdictions' Growth Management Act (GMA) plans, the regional transportation plan (RTP), and state
modal plans, as applicable. Perform consistency review of Lewis County jurisdictions' transportation
elements of their GMA plans when such plans are due to be updated,including reviewing level of service
(LOS)methodologies used by local jurisdictions.
2.4 Public and Stakeholder Participation, Outreach, and Education — Track and document public comment
within local transportation efforts.
2.5 Regional Transportation Plan (RTP) - Support CWCOG staff in the development and fulfillment of the
RTP;work with local jurisdictions to review existing plans, policies,and compile information as needed.
Provide Lewis County's elements as directed and work with local agencies to ensure regional consistency
in fulfillment of SWRTPO goals and policies.
2.6 Coordinated Public Transportation—Human Services Transportation Plan(HSTP)—Provide support to
CWCOG in the development of the HSTP as required by the Fixing America's Surface Transportation
(FAST)Act.
2.7 Assist CWCOG staff in researching and preparing a Rural Intelligent Transportation System (ITS)
Architecture Best Practices Report as requested. (Refer to element 2.10 in the 2019 UPWP.)
2.8 Assist the CWCOG staff in researching and developing an Electric and Autonomous Vehicle Readiness
Plan as requested. (Refer to element 2.11 in the 2019 UPWP.)
3. Data Collection,Analysis,and Forecasting
This task includes the development and maintenance of a transportation database to support the transportation
planning program. The database will be used to assess transportation system performance and evaluate level
of service standards.
3.1 Data collection, Analysis, and Reporting- Data collection, analysis,management,and technical support
for coordination and collaboration with planning partners and member jurisdictions. As appropriate, use
GIS to track changes and trends within Lewis County.
8 2018-301 Lewis County Transportation Contract
ANTICIPATED DELIVERABLE(S)
Activity Deadlines
Submit to CWCOG monthly invoice and activity reports Each month prior to the 5th
Create brochures,fact sheets, GIS maps and shapefiles, data related to
transportation infrastructure and its needs in Lewis County Ongoing
Inform CWCOG of any Federal Highway Functional Classification designation Ongoing
changes that may be approved within the county
Coordinate with CWCOG staff to develop and complete tasks related to regional Ongoing
transportation planning work as outlined in the UPWP
Prepare Lewis County tasks and activities for inclusion in the FY 2018 UPWP July 15, 2018
Annual Report
Submit to CWCOG Title VI policy or assurances December 30, 2018
Assist in the development of the FY2020 Unified Planning Work Program(UPWP) March 1, 2019
Submit regionally significant and secured federally funded projects from Lewis June 30, 2019
County to CWCOG for inclusion in the Regional Transportation Improvement
Program(RTIP)with monthly updates as needed
Prepare and submit to the CWCOG a final progress report July 15, 2019
9 2018-301 Lewis County Transportation Contract
Exhibit B
COMPENSATION RATES
FOR
LEWIS COUNTY
TRANSPORTATION PLANNING ASSISTANCE
The following rates are applicable to the 2018-2019 grant fiscal year.
Rate
For the purpose of this agreement, all allowable costs associated with the work program tasks as prescribed
in Exhibit A may be submitted for reimbursement up to but not to exceed$25,000 unless otherwise mutually
agreed to and amended to this contract as prescribed in section 5 of the contract.
10 2018-30!Lewis County Transportation Contract
Exhibit C
(This page left blank intentionally)
11 2018-301 Lewis County Transportation Contract
Aft
� Washington State
I!/ Department of Transportation
Metropolitan/Regional Transportation Term of Agreement
Planning Organization Agreement Start Date End Date Fiscal Period
Agreement No. CFDA No WSDOT Region 7:172017 6/30/2019 2017-2019
GCB 2552 20.205&20.505 Southwest Metropolitan Planning Organization/Regional Transportation Planning
Organization
Lead Planning Agency
Cowlitz-Wahkiakum Council of Governments(CWCOG)MPO
Cowlitz-Wahkiakum Council of Governments and Southwest Washington(SWRTPO)RTPO
207 4th Avenue N.
Administration Annex County(ies)included in the MPOIRTPO
Kelso,WA 98626-4195 Cowlitz,Grays Harbor,Lewis,Pacific,Wahkiakum
This Agreement, made and entered into on the Start Date under Term of Agreement above, regardless of the
date of signature execution, between the Washington State Department of Transportation "WSDOT", acting by
and through its Director, Multimodal Planning Division, hereinafter called the "STATE," and the above named
Metropolitan Planning Organization/Regional Transportation Planning Organization, hereinafter called the
"MPO/RTPO," collectively referred to as"Parties"and individually as "Party," "MPO," and "RTPO."
WHEREAS, the above named county(ies) has(have) created a RTPO in accordance with the requirements set
forth in RCW 47.80.020;
WHEREAS, the above-named county(ies) includes an urbanized area(s)with a population in excess of fifty
thousand individuals, for which a MPO has been designated for each urbanized area pursuant to 23 U.S.C. §
134;
WHEREAS, the STATE has available funds, which have been allocated to it by: (a)the United States
Department of Transportation , hereinafter called "USDOT," (b)the Federal Highway Administration, hereinafter
called "FHWA"; (c)the Federal Transit Administration, hereinafter called "FTA; (d) STATE RTPO funds; and/
or(e) possibly funds from other federal or state agencies, which can be used to facilitate urban and regional
transportation planning;
WHEREAS, federal funding is authorized under 49 U.S.C. Ch. 53; Title 23 U.S.C. (Highways); the Safe,
Accountable, Flexible, Efficient Transportation Equity Act:A Legacy for Users (SAFETEA-LU), enacted as
Public Law(P.L.) 109-59,August 10, 2005; as amended, the SAFETEA-LU Technical Corrections Act of 2008,
P.L. 110 244, June 6, 2008; the Transportation Equity Act for the 21st Century(TEA-21), enacted as P.L.
105 178, June 9, 1998, as amended, the National Capital Transportation Act of 1969, D.C. Official Code, §§
9-1111.01 et seq.; and
WHEREAS, federal funding is authorized under the Moving Ahead for Progress in the 21st Century Act
(MAP—21), enacted as P.L. 112-141, July 6, 2012; the Fixing America's Surface Transportation (FAST)Act,
enacted as P.L. 114-94, December 4, 2015; or other federal laws the FTA administers to the extent FTA so
determines.
NOW,THEREFORE, pursuant to RCW 39.34, the above recitals that are incorporated herein as fully set forth
below, and in consideration of the terms, conditions, and promises contained herein, and/or attached hereto as
Exhibits, and by this reference made a part of this Agreement, it is mutually agreed as follows:
1. Work Scope and Budget
1.1 The work scope and budget for the MPO/RTPO planning activities funded by this Agreement shall be
documented annually (or biennially with an annual review) in a Unified Planning Work Program hereinafter
called "UPWP".The UPWPs are kept on file in the WSDOT Headquarters, Tribal & Regional Coordination
Office.
a. The UPWP Guidelines developed jointly by the State, FHWA, FTA, and the MPOs/RTPOs by
December 31 each year will serve as a resource for developing the UPWPs. The UPWP Guidelines
identify key emphasis areas for work tasks to accomplish UPWP purposes.
DOT Form 224-095 Page 1 of 12
Revised 512017
1.2 The STATE will inform the MPO/RTPO of expected allocations of FHWA Metropolitan Planning funds
(PL funds) and FTA Section 5303 funds, STATE RTPO funds and any other STATE-administered
funds that are available to MPO/RTPOs by December 31 each year for the following State fiscal year,
which is defined as July 1 to June 30 for all MPOs except the Lewis-Clark Valley Metropolitan Planning
Organization (LCVMPO), which is between October 1 to September 30. The MPO/RTPO will then
prepare a draft UPWP and submit the draft to the STATE by the specific dates listed in the UPWP
Guidance for MPO/RTPOs(UPWP Guidelines) prepared by the STATE each December.
The final UPWP shall be adopted by the MPO/RTPO and submitted to the STATE for approval prior to
June 15, preceding the start of each subject state fiscal year(or biennium). The STATE shall notify the
MPO/RTPO, in writing, of its approval of the UPWP for the subject fiscal year by June 30 of each year,
unless otherwise noted in the UPWP Guidelines. However, the MPO/RTPO may prepare a two-year
UPWP if it desires. Written amendments to the two year UPWP may be required in order to authorize
expenditure of all federal funding and to comply with federal obligation authority. Changes to the federal
surface transportation act may also necessitate amendments to UPWPs approved by the MPO/RTPO
Policy Board, FHWA and FTA.
1.3 The UPWP shall document all transportation and related planning activities for the ensuing STATE fiscal
year, July 1 to June 30, unless otherwise noted in the UPWP Guidelines.As per 23 C.F.R. pt. 450.308(c),
each MPO, in cooperation with the STATE and public transportation operator(s), shall develop a UPWP
that includes a discussion of the planning priorities facing the MPO. The UPWP shall identify work
proposed for the next one-or two-year period by major activity and task(including, but not limited to,
activities that address the planning factors in 23 C.F.R. pt. 450.306(b)), in sufficient detail to indicate
whether the MPO, STATE, public transportation operator(s), local government, consultant(s), or other
identified Party, will perform the work, the schedule for completing the work, the resulting products,
the proposed funding by activity/task, and a summary of the total amounts and sources of federal and
matching funds.
The RTPO UPWP should include for each work element a description of the proposed work, an
indication of the MPO/RTPO staff anticipated to be performing the work, and a budget which itemizes
funding sources by work element and task.
Required local matching funds shall be itemized separately. Under no circumstances shall the MPO/
RTPO required match amount be less than the required 13.5 percent match for FHWA PL funds. The
match for FTA 49 U.S.C. § 5303 funds will be 20 percent, or as low as 13.5 percent when consolidated
with FHWA 23 U.S.C. § 134 funds, as determined by the FTA, STATE, and MPO/RTPO.
1.4 The MPO/RTPO shall perform the approved work tasks within the approved budget during the subject
STATE fiscal year. The STATE's approval of the UPWP incorporates the adopted UPWP and budget for
the subject fiscal year.
1.5 Should the Parties decide it is mutually beneficial for the STATE to perform specific work tasks identified
in the UPWP, the Parties agree that the STATE may retain actual costs as documented in writing and
approved by the MPO/RTPO.
2. Planning Standards and Guidelines
2.1 The MPO/RTPO shall comply with the most current Planning Standards and Guidelines developed by
the STATE for the RTPO, RCW 47.80, and any amendments made thereto. In addition, the MPO must
comply with 23 C.F.R. pt. 450, Subpart C, and 49 C.F.R. pt. 613, Subpart A- Metropolitan Transportation
Planning and Programming.
3. Conservation
3.1 The MPO/RTPO shall recognize mandatory standards and policies relating to energy efficiency which
are contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (42 U.S.C. § 6321 et seq.).
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4. Payment
4.1 The STATE agrees to reimburse the MPO/RTPOs actual direct and related indirect costs of work
approved as part of the UPWP. The maximum amount that the STATE shall reimburse the MPO/RTPO
shall not exceed the total amount of approved, appropriated, and authorized FHWA, FTA, and STATE
RTPO funds contained in an approved UPWP, less any amounts retained by the STATE to cover costs
for all agreed upon work performed by the STATE.All costs must be consistent with the federal cost
principles contained in 2 C.F.R. pt. 200, or as modified or amended.
4.2 All indirect costs will be based on a cost allocation plan or indirect cost rate proposal that is approved by
the MPO Policy Board and maintained on file by the MPO for audit purposes.Annually, the MPO shall
prepare an indirect cost rate proposal which covers all anticipated indirect costs for the MPO, plus or
minus, over or under, recovered indirect costs from the previous year.
4.3 The MPO/RTPO may submit requests to the STATE for reimbursement of funds as they are expended
on UPWP activities at any time, but not more frequently than one (1) such request every month. Such
requests for reimbursement shall document the amount of funds that have been expended during the
period for the total Project, as well as for the current billing period. The request for reimbursement shall
contain sufficient detail to inform the STATE, FHWA, FTA, and any other entities providing funding for
the work as to the progress on each work element contained in the UPWP. The STATE shall review
and approve each request for payment in an expeditious manner and shall reimburse the MPO/
RTPOs no later than fifteen (15) business days after the date of receipt by the STATE of a request for
reimbursement of expenditures made by a MPO/RTPO for carrying out 23 U.S.C. § 134 (23 U.S.C. §
104(d)(2)(B)).
5. Reports
5.1 The MPO/RTPO shall communicate with the STATE from time to time, or as often as required by the
STATE, during the term of this Agreement to keep the STATE up to date about the progress of the work
being performed as described in the UPWP. The STATE reserves the right to request interim written
progress reports during the fiscal year, if the MPO/RTPO's monthly billing report is deemed insufficient
in detail, the MPO/RTPO undergoes major structural changes, or there are changes to the MPO/RTPO's
core organizational functions/activities. The interim reports are due to the STATE within twenty-one(21)
calendar days of being notified in writing by the STATE. The interim reports shall include a summary
of work progress during the course of the fiscal year, costs incurred in accordance with the approved
UPWP and budget, and progress to date, including any problems or work delays. The STATE may delay
reimbursement of billings if the requested interim reports are not submitted as specified.
5.2 On or before September 30 of every calendar year, unless otherwise noted in the UPWP Guidelines,
after the conclusion of each STATE fiscal year, the MPO/RTPO shall prepare and submit to the STATE a
performance and expenditure report. MPOs are required, as a subrecipient of the STATE, to contribute to
the annual performance and expenditure report prepared by the STATE and provided to the FHWA and
FTA pursuant to 23 C.F.R. pt. 420.117(b)(1). This final report shall summarize work accomplished under
the UPWP, costs incurred by work element, and identify any carryover of funds. Each annual report must
contain at a minimum:
a. Comparison of actual performance with established goals;
b. Progress in meeting schedules;
c. Status of expenditures in a format compatible with the work program, including a comparison of
budgeted (approved) amounts and actual costs incurred;
d. Cost overruns or underruns;
e. Approved work program revisions; and
f. Other pertinent supporting data.
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6. Assignment of Work Items
6.1 The work items may be accomplished by joint effort between the staff of the MPO/RTPO, the STATE,
and/or local government agencies. Such assignments will be clearly listed in the UPWP and be in
compliance with 23 C.F.R. §450.318.
7. Project Records
7.1 The MPO/RTPO shall establish and maintain books, records, documents, and other evidence and
accounting procedures and practice, sufficient to reflect properly all direct and indirect costs of whatever
nature incurred and anticipated to be incurred for the performance of this Agreement. To facilitate
the administration of the Project, separate accounts shall be established and maintained within the
MPO/RTPO's existing accounting system or an independent accounting system may be set up. Such
accounts are referred to herein collectively as the "Project Account."The MPO/RTPO shall charge to
a Project Account all eligible costs of the Project. Costs in excess of the latest approved budget, or
attributable to actions which have not received the written approval of the STATE, shall not be eligible
for reimbursement.All costs charged to the Project, including any approved services contributed by
the MPO/RTPO or others, shall be supported by executed payrolls, time records, invoices, contracts,
or vouchers evidencing in proper detail the nature and propriety of the charges as the STATE deems
appropriate.
8. Audits, Inspection, and Retention of Records
8.1 The STATE, the USDOT, FTA, FHWA, the State Auditor, the Inspector General, and/or any of their
representatives, shall have full access to and the right to examine, during normal business hours and as
often as they deem necessary, all MPO/RTPO records, paper and electronic, with respect to all matters
covered by this Agreement. Such entities and their representatives shall be permitted to audit, examine,
and make excerpts or transcripts from such records and to make copies of all contracts, invoices,
materials, payrolls, and other matters covered by this Agreement.All documents, papers, accounting
records, and other material pertaining to costs incurred in connection with the Project shall be retained
by the MPO/RTPO for six (6)years from the date of completion of the Project to facilitate any audits or
inspections.
8.2 Furthermore, if any litigation, claim, or audit arising out of, in connection with, or related to this
Agreement is initiated before the expiration of the six-year period, the cost records and accounts shall be
retained until such litigation, claim, or audit is completed.
8.3 All MPO/RTPOs that expend Seven Hundred Fifty Thousand Dollars($750,000.00) or more during
the MPO/RTPO's fiscal year in federal awards must have a single audit or program specific audit in
accordance with 2 C.F.R. pt. 200(Subpart F-Audit Requirements).
9. Modifications
9.1 Either Party may request changes to the provisions of this Agreement and to the UPWP that will be
developed. Changes to the work scope and budget changes shall be made by written amendment to
the UPWP by the MPO/RTPO and approved in writing by the STATE, FHWA, and FTA. Other changes
to this Agreement which are mutually agreed upon shall be incorporated as written amendments to this
Agreement. No variation or alteration of the terms of this Agreement shall be valid unless made in writing
and signed by authorized representatives of the Parties hereto.
10. Termination
10.1 This Agreement expires on the End Date under Term of Agreement above. If it is determined to be in the
best interests of the STATE, the STATE may terminate this Agreement upon giving thirty (30) calendar
days' notice in writing to the MPO/RTPO. If this Agreement is terminated prior to fulfillment of the
terms stated herein,the MPO/RTPO shall be reimbursed only for actual expenses and non-cancelable
obligations, both direct and indirect, incurred to the date of termination as determined by the STATE.The
STATE will work with the MPO/RTPO to determine what obligations are non-cancelable.
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11. Travel
11.1 Current state travel rates shall apply to all in-state and out-of-state travel for which reimbursement
is claimed during the term of this Agreement. Reimbursement of travel expenses is limited to travel
necessary for the completion of the UPWP tasks.All travel by RTPOs using state funds is subject to
state travel rules as outlined in the State Administrative&Accounting Manual (SAAM).All travel by the
MPO/RTPOs using federal funds is subject to federal rules and regulations as outlined in 2 C.F.R. pt.
200. In addition, all travel by the MPO/RTPOs using federal funds must be in compliance with its own
internal policies, those of the fiscal agent, or the State's policies, whichever is more restrictive.
12. Subcontracting and Equipment
12.1 The services of the MPO/RTPO shall be directed by a Project Manager. The MPO/RTPO shall not
assign, sublet, or transfer any of the work provided for under this Agreement without prior written
approval from the STATE. The STATE shall have fourteen (14) calendar days to review and approve
any MPO/RTPO consultant agreements and scope of work prior to execution. The MPO/RTPO shall
comply with all current federal and state laws and regulations governing the selection and employment
of consultants. The STATE reserves the right to appoint a representative to serve on the MPO/RTPO
consultant selection committee. Subcontracts for consultant services must contain all the required
provisions of this Agreement to the extent applicable.
12.2 If any equipment is purchased under this Agreement, it shall be listed under scope of work in the
consultant agreement.All equipment must be purchased, managed, and disposed of in accordance with
all current federal and state laws and regulations, and the nondiscrimination provisions of Section 18
of this Agreement. The procurement of all equipment must be used for the sole purpose of urban and
regional transportation planning activities.Any equipment no longer required by the MPO/RTPO at the
completion of the work shall become the property of the STATE.
13. Purchases
13.1 The MPO/RTPO shall make purchases of any equipment, material, incidental goods, or supplies,
pursuant to this Agreement through procurement procedures approved in advance by the STATE and
consistent with the following provisions:
13.2 General Procurement Requirements. The MPO/RTPO shall comply with the procurement procedures
identified in FTA Procurement Circular 4220.1 F, "Third Party Contracting Guidance," and any revision
or replacement thereof; and applicable federal regulations or requirements identified in 2 C.F.R. pt.
200, "Uniform Administrative Requirements," and any amendments thereof, which by this reference are
incorporated herein; any reference therein to"grantee" shall mean the MPO/RTPO or consultant.
a. Preference for United States Products and Services. To the extent applicable, the MPO/RTPO
agrees to comply with the following requirements:
a.1 Buy America.The MPO/RTPO shall comply with 49 U.S.C. § 5323(j) and 49 C.F.R. pt. 661,
and any implementing guidance the USDOT may issue.
a.2 Cargo Preference- Use of United States Flag Vessels.The MPO/RTPO agrees to comply with
U.S. Maritime Administration regulations"Cargo Preference- U.S. Flag Vessels"46 C.F.R. pt.
381 to the extent those regulations apply to the Project.
a.3 Fly America:The MPO/RTPO understands and agrees that the Federal Government will not
participate in the costs of international air transportation of any person involved in or property
acquired for the Project unless that air transportation is provided by U.S. flag air carriers to
the extent service by U.S. flag air carriers is available, in accordance with the International Air
Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. §40118, and
with U.S. GSA regulations, "Use of United States Flag Air Carriers,"41 C... pts. 301-10.131-
143.
b. Geographic Restrictions.The MPO/RTPO agrees to refrain from using any State or local geographic
preference, except those expressly mandated or encouraged by federal statute or as permitted by
USDOT.
c. Government Orders. In case any lawful government authority shall make any order with respect to
the Project, Project equipment, or any part thereof, or the parties hereto, or either of them,the MPO/
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RTPO or the consultant(s) shall cooperate with the STATE in carrying out such order and will arrange
its operation and business so as to enable the STATE to comply with the terms of the order.
14. Incorporation of Federal Terms
14.1 Purchasing. This Agreement's provisions include, in part, certain Standard Terms and Conditions required
by the USDOT, whether or not expressly set forth in this Agreement's provisions.All contractual provisions
required by the FTA, as set forth in FTA Procurement Circular 4220.1F, are hereby incorporated by
reference.Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to
control in the event of a conflict with other provisions contained in this Agreement. The MPO/RTPO or
the consultant(s) shall not perform any act, fail to perform any act, or refuse to comply with any STATE
request, which would cause the STATE to be in violation of any USDOT term or condition.
14.2 Federal Changes. The MPO/RTPO shall, at all times, comply with all applicable FTA regulations,
policies, procedures, and directives including, but not limited to, those listed directly or by reference in
the Agreement as they may be amended or promulgated from time to time by the FTA during the term
of this Agreement.The MPO/RTPO or consultant's(s') failure to so comply, shall constitute a material
breach of this Agreement.
15. No Obligation by the Federal Government
15.1 The STATE and the MPO/RTPO acknowledge and agree that, notwithstanding any concurrence by the
Federal Government in, or approval of, the solicitation or award of this Agreement, absent the express
written consent by the Federal Government, the Federal Government is not a party to this Agreement
and shall not be subject to any obligations or liabilities to the MPO/RTPO, the consultant(s), or any other
party(whether or not a party to this Agreement) pertaining to any matter resulting from this Agreement.
15.2 No contract between the MPO/RTPO and its consultant(s) shall create any obligation or liability of the
STATE with regard to this Agreement without the STATE's specific written consent, notwithstanding its
concurrence in, or approval of, the award of any contract, subcontract, or the solicitations thereof. The
MPO/RTPO hereby agrees to include this provision in all contracts it enters into for the employment
of any individuals, procurement of any materials, or the performance of any work to be accomplished
under this Agreement. The MPO/RTPO agrees to require its consultant(s) to also include this provision in
contracts entered into by any consultant, including consultant agreements, if any, with subcontractors.
16. Personal Liability of Public Officers
16.1 No officer or employee of the STATE 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 the
STATE.
17. Ethics
17.1 Code of Ethics. The MPO/RTPO agrees to maintain a written code or standard of conduct that shall
govern the performance of its officers, employees, board members, or agents engaged in the award
and administration of contracts supported by federal assistance.The code or standard shall provide that
MPO/RTPO officers, employees, board members, or agents may neither solicit nor accept gratuities,
favors, or anything of monetary value from present or potential contractors or subrecipients. The MPO/
RTPO may set minimum rules where the financial interest is not substantial or the gift is an unsolicited
item of nominal intrinsic value. The code or standard shall prohibit MPO/RTPO officers, employees,
board members, or agents from using their positions for a purpose that constitutes or presents the
appearance of personal or organizational conflict of interest or personal gain.As permitted by state or
local laws or regulations, such codes or standards shall include penalties, sanctions, or other disciplinary
actions for violations by MPO/RTPO officers, employees, board members, agents, or by subcontractors,
subrecipients, or their agents.
17.2 Personal Conflict of Interest. MPO/RTPO codes or standards shall prohibit MPO/RTPO employees,
officers, board members, or agents from participating in the selection, award,or administration of a contract
supported by federal funds if a real or apparent conflict of interest would be involved. Such a conflict would
arise when any of the parties set forth below has a financial or other interest in the firm or entity selected for
award:
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a. The employee, officer, board member, or agent of the MPO/RTPO;
b. Any member of the immediate family, including any partner, of MPO/RTPO employees, officers,
board members, or agents;
c. An organization that employs, or is about to employ, any of the above.
17.3 Organizational Conflict of Interest. The MPO/RTPO code or standard of conduct must include
procedures for identifying and preventing real and apparent organizational conflicts of interests.An
organizational conflict of interest exists when the nature of the work to be performed under a proposed
third party contract may, without some restrictions on future activities, result in an unfair competitive
advantage to the third party contractor or impair its objectivity in performing the contract work.
17.4 Debarment and Suspension. The MPO/RTPO agrees to comply with the requirements of Executive
Orders Numbers 12549 and 12689, "Debarment and Suspension," and Office of Management and
Budget(OMB) regulations on Debarment and Suspension at 2 C.F.R. pt. 180 and 2 C.F.R. pt. 200. The
MPO/RTPO is prohibited from contracting with or making sub awards to parties that are suspended or
debarred, or whose principals are suspended or debarred. Covered transactions include procurement
contracts for goods and services equal to or in excess of$25,000 and all non-procurement transactions
(e.g., awards to subrecipients). MPO/RTPOs receiving individual awards for$25,000 or more and
all subrecipients must certify that the organization and its principals are not suspended or debarred.
The MPO/RTPO agrees to, and assures that its subrecipients, lessees, third party contractors, and
other participants at any tier of the Project will search the Excluded Parties Listing System records at
www.sam.gov before entering into any third party sub agreement, lease, third party contract, or other
arrangement in connection with the Project, and will include a similar term or condition in each of its
Lower Tier Covered Transactions.
17.5 Bonus or Commission. The MPO/RTPO affirms that it has not paid, and agrees not to pay, any bonus or
commission to obtain approval of its application for federal financial assistance for this Project.
17.6 Relationship with Employees and Officers of the STATE. The MPO/RTPO shall not extend any loan,
gratuity, or gift of money in any form whatsoever to any employee or officer of the STATE, nor shall the
MPO/RTPO rent or purchase any equipment and materials from any employee or officer of the STATE.
17.7 Employment of Former WSDOT Employees. The MPO/RTPO hereby warrants that it shall not engage
on a full-time, part-time, or other basis during the period of the Agreement, any professional or technical
personnel who are, or have been, at any time during the period of the Agreement, in the employ of the
STATE without written consent of the STATE.
17.8 Restrictions on Lobbying.The MPO/RTPO agrees to:
a. Refrain from using federal assistance funds to support lobbying;
b. Comply, and assure compliance by each subcontractor at any tier and each subrecipient at any tier,
with applicable requirements of USDOT regulations, "New Restrictions on Lobbying,"49 C.F.R. pt.
20, modified as necessary by 31 U.S.C. § 1352; and
c. Comply with federal statutory provisions to the extent applicable prohibiting the use of federal
assistance funds for activities designed to influence Congress or a State legislature on legislation or
appropriations, as specified in 49 C.F.R. pt. 20.
17.9 Employee Political Activity. To the extent applicable, the MPO/RTPO agrees to comply with the
provisions of the Hatch Act of 1939, 5 U.S.C. §§ 1501 through 1508, 7324-7326, and Office of Personnel
Management regulations, "Political Activity of State or Local Officers or Employees," 5 C.F.R. pt. 151.
The Hatch Act of 1939 limits the political activities of state and local agencies and their officers and
employees, whose principal employment activities are financed in whole or in part with federal funds
including a loan, grant, or cooperative agreement. Nevertheless, in accordance with 23 U.S.C. § 142(g),
the Hatch Act of 1939 does not apply to a nonsupervisory employee of a transit system (or of any other
agency or entity performing related functions) receiving FTA assistance to whom the Hatch Act of 1939
does not otherwise apply.
17.10 False or Fraudulent Statements or Claims. The MPO/RTPO acknowledges and agrees that the Program
Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq., and USDOT regulations,
Program Fraud Civil Remedies,49 C.F.R. pt. 31, apply to its activities in connection with this Project.
Accordingly, by executing this Agreement the MPO/RTPO certifies or affirms the truthfulness and
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accuracy of any statement it has made, it makes, or it may make in connection with the Project covered
by this Agreement. In addition to other penalties that WSDOT reserves the right to impose on the
MPO/RTPO, the MPO/RTPO also acknowledges that if it makes a false, fictitious, or fraudulent claim,
statement, submission, or certification to WSDOT or the Federal Government, WSDOT and the Federal
Government, each, reserves the right to impose the penalties of the Program Fraud Civil Remedies Act
of 1986, as amended, on the MPO/RTPO to the extent either deems appropriate.
18. Civil Rights
18.1 The MPO/RTPO shall comply with all applicable civil rights statutes and implementing regulations
including, but not limited to:
18.2 Nondiscrimination in Federal Transit Programs. The MPO/RTPO agrees to comply, and assures
compliance by each third party contractor at any tier,with the provisions of 49 U.S.C. §5332, which
prohibits discrimination on the basis of race, color, religion, national origin, sex, disability, or age, and
prohibits discrimination in employment or business opportunity.
18.3 Nondiscrimination—Title VI of the Civil Rights Act. The MPO/RTPO agrees to comply, and assures
compliance by each third party contractor at any tier,with all requirements, prohibiting discrimination
on the basis of race, color, or national origin, pursuant to Title VI of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000d; and USDOT regulations, "Nondiscrimination in Federally Assisted
Programs of the Department of Transportation--Effectuation of Title VI of the Civil Rights Act,"49
C.F.R. pt. 21, and any implementing requirements FTA may issue. Except to the extent FTA determines
otherwise in writing, the MPO/RTPO also agrees to follow all applicable provisions of the most recent
edition of FTA Circular 4702.1 B, "Title VI Requirements and Guidelines for Federal Transit Administration
Recipients,"to the extent consistent with applicable federal laws, regulations, and guidance; and U.S.
Department of Justice (DOJ), "Guidelines for the enforcement of Title VI, Civil Rights Act of 1964," 28
C.F.R. pt. 50.3, and any other applicable federal guidance that may be issued.
18.4 Equal Employment Opportunity. The MPO/RTPO agrees to comply, and assures compliance by each
third party contractor at any tier, with all requirements of Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000e, and 49 U.S.C. § 5332, and any implementing requirements FTA may
issue.These Equal Employment Opportunity (EEO) requirements include, but are not limited to, the
following:
a. The MPO/RTPO agrees that it will not discriminate against any employee or applicant for
employment because of race, color, religion, national origin, sex, disability, or age. The MPO/RTPO
agrees to take affirmative action to ensure that applicants are employed and that employees are
treated equally during employment, without regard to their race, color, religion, national origin, sex,
disability, or age. Such action shall include, but not be limited to, employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. The MPO/RTPO shall also comply
with any implementing requirements USDOT may issue.
b. If the MPO/RTPO is required to submit and obtain Federal Government approval of its EEO program,
that EEO program approved by the Federal Government is incorporated by reference and made
part of this Agreement. Failure by the MPO/RTPO or the consultant(s) to carry out the terms of that
EEO program shall be treated as a violation of this Agreement. Upon notification to the MPO/RTPO
or the consultant(s) of its failure to carry out the approved EEO program, the Federal Government
may impose such remedies as it considers appropriate, including termination of federal financial
assistance, or other measures that may affect the MPO/RTPO's eligibility to obtain future federal
financial assistance for transportation projects.
18.5 Nondiscrimination on the Basis of Sex. The MPO/RTPO agrees to comply with Title IX of the
Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq., with USDOT regulations
"Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial
Assistance," 49 C.F.R. pt. 25, and with any implementing directives that the USDOT or the FTA may
promulgate, which prohibit discrimination on the basis of sex.
18.6 Nondiscrimination on the Basis of Age. The MPO/RTPO agrees to comply with applicable requirements
of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., and implementing
regulations, which prohibits discrimination on the basis of age.
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18.7 Access Requirements for Persons with Disabilities. The MPO/RTPO agrees to comply with all applicable
requirements of Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which
prohibits discrimination on the basis of handicap; with the Americans with Disabilities Act of 1990
(ADA), as amended, 42 U.S.C. § 12101 et seq., which requires the provision of accessible facilities and
services; and with the federal regulations, including any amendments thereto following:
a. USDOT regulations, "Transportation Services for Individuals with Disabilities (ADA),"49 C.F.R. pt. 37;
b. USDOT regulations, "Nondiscrimination on the Basis of Disability in Programs and Activities
Receiving Federal Financial Assistance,"49 C.F.R. pt.27;
c. Joint U.S.Architectural and Transportation Barriers Compliance Board U.S. DOT regulations,
Americans with Disabilities Act(ADA)Accessibility Specifications for Transportation Vehicles, 36
C.F.R. pt. 1192 and 49 C.F.R. pt. 38;
d. U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government
Services,"28 C.F.R. pt. 35;
e. U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in
Commercial Facilities," 28 C.F.R. pt. 36;
f. U.S. General Services Administration (GSA) regulations, "Uniform Federal Accessibility Standards,"
41 C.F.R.Appendix to Subpart 101-19.6;
g. U.S. Equal Employment Opportunity Commission, "Regulations to implement the Equal Employment
Provisions of the Americans with Disabilities Act," 29 C.F.R. pt. 1630;
h. U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and
Related Customer Premises Equipment for Persons with Disabilities,"47 C.F.R. pt. 64, Subpart F;
i. FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. pt. 609; and
j. Any other nondiscrimination statute(s) that may apply to the Project.
18.8 Drug or Alcohol Abuse. Confidentiality and Other Civil Rights Protections. The MPO/RTPO agrees to
comply with the confidentiality and other civil rights provisions of the Drug Abuse Office and Treatment
Act of 1972, as amended, 21 U.S.C. § 1101 et seq.; with the Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment, and Rehabilitation Act of 1970, as amended, 42 U.S.C. §4541 et
seq.; and comply with the Public Health Service Act, as amended, 42 U.S.C. §§ 290dd through 290dd-
2, and any amendments to these laws. MPO/RTPO understands the requirements of confidentiality
concerning persons covered and/or receiving services and/or treatment regarding alcohol and drug
abuse, as defined in the aforementioned acts as applicable, including any civil and criminal penalties for
not complying with the requirements of confidentiality and that failure to comply with such requirements
may result in termination of this Agreement.
18.9 Access to Services for Persons with Limited English Proficiency. The MPO/RTPO agrees to comply with
applicable federal guidance issues in compliance with Executive Order No. 13166, "Improving Access to
Services for Persons with Limited English Proficiency,"August 11, 2000.
18.10 Environmental Justice.The MPO/RTPO agrees to comply with the policies of Executive Order No.
12898, "Federal Actions to Address Environmental Justice in Minority populations and Low-Income
Populations,"42 U.S.C. §4321; DOT Order 5610.2(a), "Department of Transportation Actions to address
Environmental Justice in Minority Populations and Low-Income Populations," 62 Fed. Reg. 18377 (Apr.
14, 1997) et seq.; and the most recent and applicable edition of FTA Circular 4703.1, "Environmental
Justice Policy Guidance for Federal Transit Administration Recipients,"August 15, 2012, except to the
extent that the Federal Government determines otherwise in writing.
18.11 Other Nondiscrimination Statutes. The MPO/RTPO agrees to comply with all applicable requirements of
any other nondiscrimination statute(s)that may apply to the Project.
19. Participation of Disadvantaged Business Enterprises
19.1 The MPO/RTPO shall take the following measures to facilitate participation by Disadvantaged Business
Enterprises (OBE) in the Project: The MPO/RTPO or the consultant(s) agrees to comply with § 1101(b)
of SAFETEA-LU, 23 U.S.C. § 101, as amended by Section 451 of the Hiring Incentives to Restore
Employment(HIRE)Act, P.L. 111-147, March 18, 2010, 23 U.S.C. § 101, or§ 1101(b) of MAP 21,
23 U.S.C. § 101, as amended by the FAST Act, whichever is applicable according to the funding in
this Agreement; and U.S. DOT regulations, "Participation by Disadvantaged Business Enterprises in
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Department of Transportation Financial Assistance Programs,"49 C.F.R. pt. 26; and federal transit law,
specifically 49 U.S.C. § 5332.
19.2 The MPO/RTPO or the consultant(s) agrees that it shall not discriminate on the basis of race, color,
national origin, or sex in the award and performance of any third party contract, or sub agreement
supported with federal assistance derived from the USDOT or in the administration of its DBE program,
or the requirements of 49 C.F.R. pt. 26. The MPO/RTPO agrees to take all necessary and reasonable
steps under 49 C.F.R. pt. 26 to ensure nondiscrimination in the award and administration of all third party
contracts and sub agreements supported with federal assistance derived from the USDOT.The MPO/
RTPO DBE program, as required by 49 C.F.R. pt. 26 and approved by the USDOT, is incorporated by
reference and made part of this Agreement. Implementation of the DBE program is a legal obligation,
and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to the
MPO/RTPO of its failure to implement its approved DBE program, the USDOT may impose sanctions
as provided for under 49 C.F.R. pt. 26 and may, in appropriate cases, refer the matter for enforcement
under 18 U.S.C. § 1001, and/or the Program Fraud Civil Remedies Act, 31 U.S.C. § 3801 et seq.
20. General State and Federal Compliance
20.1 The MPO/RTPO agrees to, and shall provide for such methods of administration for the UPWP Project
that are found by the U.S. Secretary of Transportation, or the official to whom the Secretary delegates
specific authority, to give reasonable guarantee that it, and other recipients, sub grantees, contractors,
subcontractors, transferees, successors in interest, and other participants of federal financial assistance
under such program, will comply with all requirements imposed by, or pursuant to the federal acts,
regulations, and this assurance in Sections 18 and 19 above. The MPO/RTPO agrees to comply with
the provisions of 2 C.F.R. pt. 200.The MPO/RTPO agrees to comply with the requirements of the United
States and Washington State law.Any report or procedure developed by the MPO/RTPO pursuant to
this Agreement shall become public property and shall not be subject to copyright. The MPO/RTPO
agrees that the United States, any agency thereof, the U.S. Secretary of Transportation and any of the
Secretary's designees, have not only the right to monitor the compliance of the MPO/RTPO with the
provisions of this assurance, but also have the right to seek judicial enforcement with regard to any
matter arising under the acts, the regulations, and this assurance. It is understood by the MPO/RTPO
that this assurance obligates the MPO/RTPO for the period during which federal assistance is extended
to the Project.
21. Legal Relations
21.1 Each Party shall protect, defend, and hold harmless the other Party, its officers, officials, employees,
and/or agents from and against all claims, suits, or actions arising from any intentional or negligent acts
or omissions of that Party, its officers, officials, employees, and/or agents while performing under the
terms of this Agreement. In the event of a claim for damages of any nature whatsoever arising out of the
performance of this Agreement caused by the concurrent actions of the Parties, their officers, officials,
employees, and/or agents, each Party shall provide its own defense and be liable for damages (to both
persons and/or property), costs, fees, or other amounts only to the extent of its individual actions that are
the basis for the imposition of liability or damages.
21.2 Further, the MPO/RTPO specifically assumes potential liability for actions brought by RTPO/MPO's own
employees or agents against the STATE and, solely for the purpose of this indemnification and defense,
the MPO/RTPO specifically waives any immunity under State industrial insurance laws, Title 51 RCW.
The provisions of this Section 21 shall survive the termination of this Agreement.
22. Interest of Members of or Delegates to Congress
22.1 No member or delegate to the Congress of the United States shall be admitted to any share or part of
this Agreement, or to any benefit arising therefrom.
23. Prohibited Interest
23.1 No member, officer, or employee of the MPO/RTPO during his or her tenure in office or employment, or
one year thereafter, shall have any interest, direct, or indirect, in this Agreement or the proceeds thereof.
DOT Form 224-095 Page 10 of 12
Revised 5/2017
24. Labor Provisions
24.1 Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work
which may require or involve the employment of laborers or mechanics shall require or permit any such
laborer or mechanic in any work week in which he or she is employed, to work in excess of forty (40)
hours in such work week unless such laborer or mechanic receives compensation at a rate of not less
than one and one-half times the basic rate of pay for all hours worked in excess of forty (40) hours in
such work week.
24.2 Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set
forth in 29 C.F.R. § 5.8(a), the MPO/RTPO and any subcontractor responsible therefore shall be liable
for unpaid wages. In addition, the MPO/RTPO and any subcontractor shall be liable to the United States
(in the case of work done under contract for the District of Columbia or a territory, to such district or to
such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each
individual laborer or mechanic including watchmen and guards, employed in violation of the clause set
forth in 29 C.F.R. § 5.8(a) in the sum of Twenty-five Dollars($25)for each calendar day on which such
individual was required or permitted to work in excess of the standard work week of forty (40) hours
without payment of the overtime wages required by the clause set forth in 29 C.F.R. § 5.8(a).
24.3 Withholding for Unpaid Wages and Liquidated Damages. The STATE or MPO/RTPO shall, upon its own
action or written request of an authorized representative of the Department of Labor, withhold or cause
to be withheld, from any monies payable on account of work performed by MPO/RTPO or subcontractor
under any such contract or any contract subject to the Contract Work Hours and Safety Standards
Act which is held by the same prime contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such MPO/RTPO or subcontractor for unpaid wages and liquidated damages as
provided in the clause set forth in 29 C.F.R. § 5.5.
24.4 Nonconstruction Grants. The MPO/RTPO or subcontractor shall maintain payrolls and basic payroll
records during the course of work and shall preserve such records for a period of six (6) years from
the completion of the contract for all laborers and mechanics, including guards and watchmen,
working on the contract. Such records shall contain the name and address of such employee, social
security number, correct classification, hourly rates of wages paid, daily and weekly number of hours
worked, deductions made, and actual wages paid. The records to be maintained under this paragraph
shall be made available by the MPO/RTPO or subcontractor for inspection, copying, or transcription
by authorized representatives of the STATE and the Department of Labor, and the MPO/RTPO or
subcontractor and will permit such representative to interview such employees during working hours on
the job. If any litigation, claim or audit is commenced, the records and accounts along with supporting
documents shall be retained until all litigation, claim, or audit finding has been resolved even though
such litigation, claim, or audit continues past the six(6) year retention period.
25. Independent Contractor
25.1 The MPO/RTPO shall be deemed an independent contractor for all purposes and the employees of the
MPO/RTPO or any of its contractors, subcontractors and the employees thereof, shall not in any manner
be deemed to be employees of the STATE.
26. Liability
26.1 No liability shall attach to the STATE by reasons of entering this Agreement except as expressly provided
herein.
27. Severability
27.1 If any covenant or provision in this Agreement shall be adjudged void, such adjudication shall not affect the
validity, obligation, or performance of any other covenant or provision which in itself is valid, if such remainder
would then continue to conform to the terms and requirements of applicable law and this Agreement.
DOT Form 224-095 Page 11 of 12
Revised 512017
28. Freedom of Information Act
28.1 The MPO/RTPO understands and agrees that the Freedom of Information Act(FOIA), 5 U.S.C. § 552,
and the Public Records Act, RCW 42.56 apply to the information and documents, both paper and
electronic, submitted to the STATE, FTA, and U.S. DOT. The MPO/RTPO should therefore be aware that
all applications and materials submitted that are related to Project will become agency records and are
subject to public release through individual FOIA or State public disclosure requests.
29. Unique Identity Identifier
29.1 The MPO/RTPO shall, in accordance with 2 C.F.R. pt. 25, obtain a unique entity identifier required for
System for Award Management registration to uniquely identify business entities.
30. Authority to Sign
30.1 The undersigned acknowledges that they are authorized to execute this Agreement and bind their
respective agencies to the obligations set forth herein.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date signed last by the Parties
below.
METROPOLITAN PLANNING ORGANIZATION/ WASHINGTON STATE
REGIONAL TRANSPORTATION PLANNING DEPARTMENT OF
ORGANIZATION TRANSPORTATION
Signed: Signed: Ow: uipeke.
Printed Name: Alt 4f1-y'^ A t-413tt Printed Name: . 1410 Ls
Title: f t` "'1- ei 0'C The: Director, Multimodal Planning Division
Date: f 7 Date: V'I z` ro I'!
DOT Form 224-095 Page 12 of 12
Revised 5/2017
BOCC AGENDA ITEM SUMMARY
Resolution: BOCC Meeting Date: Jul 23, 2018
Suggested Wording for Agenda Item: Agenda Type: Consent
Authorizing a contract between Cowlitz-Wahkiakum Council of Governments (CWCOG) and Lewis County
for costs of transportation planning work performed.
Contact Tim Fife Phone: 2711
Department: Public Works
Action Needed: Approve Resolution
Description
This Contract between CWCOG and Lewis County is provided to support a Transportation Planner for 2018-
2019. The Planner will support Lewis County and the Lewis County Transportation Coalition in developing
comprehensive transportation solutions and to assist in prioritizing and programming transportation
infrastructure within the county and developing regional infrastructure improvements. This work will support
the delivery of the Products/Outcomes as defined in the Lewis County Transportation Strategy Council Charter.
The purpose of this work is to maintain a regional forum for discussion of transportation issues of regional
significance and to develop long range regional transportation improvements to meet future land use and growth
to an acceptable level of service within Lewis County.
The term of the agreement is July 1, 2018 through June 30, 2019. The maximum amount payable under this
contract is $25,000.00
Approval of this resolution will authorize the Chair of the Board of County Commissioners (BOCC)to sign and
ratify the Contract between Lewis County and CWCOG.
Cover Letter To
Please return one copy to:
Cowlitz-Wahkiakum Council of Governments
Admin. Annex-207 4th Avenue N.
Kelso,WA 98626-4195
Add kitynaltcao Itrj tisk s
Tim Fife,PW,Kim Amrine,PW, Mike Kroll,PW