Authorize a contract with Cowlitz-Wahkiakum Council of Governments (CWCOG) for costs of transportation planning work performed BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 21-254
AUTHORIZING A CONTRACT BETWEEN COWLITZ-
WAHKIAKUM COUNCIL OF GOVERNMENTS
(CWCOG) AND LEWIS COUNTY FOR COSTS OF
TRANSPORTATION 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 a total of $50,000, $25,000 from
July 1, 2021 through June 30, 2022, and $25,000 from July 1, 2022 through June
30, 2023; 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 and County Engineer have 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 $50,000 for reimbursement of actual direct
and related indirect costs of work performed by the Public Works' Transportation
Planner from July 1, 2021, through June 30, 2023, is in the best public interest and
the Chair is hereby authorized to sign the same, on behalf of the BOCC.
DONE IN OPEN SESSION this 13th day of July, 2021.
Page 1 of 2 Res. 21-254
APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Eric Eisenberg Gary Stamper
By: Eric Eisenberg, Gary Stamper, Chair
Chief Civil Deputy Prosecuting Attorney
ATTEST: °�"T`'�qs•• LindseyR. Pollock, DVM
�3�7 o Py,D tiF',fi.�.•
• , C, t L dsey R. Pollock, DVM, Vice Chair
• S,�CE
1$t5 , .
• e ,`.°"�' `' Sean D. Swope
•
Rieva Lester '•:5 ;, • p
Rieva Lester, Sean D. Swope, Commissioner
Clerk of the Lewis County Board of
County Commissioners
Page 2 of 2 Res. 21-254
CWCOG Contract No. 2021-389
Scanned:
CONTRACT AGREEMENT
FOR
LEWIS COUNTY TRANSPORTATION PLANNING ASSISTANCE
THIS AGREEMENT dated for reference purposes July 1, 2021, is entered into by and between the Cowlitz-
Wahkiakum Council of Governments, a municipal corporation (hereinafter referred to as the "CWCOG"),
and Lewis County(hereinafter referred to as the"Agency"), collectively the "Parties" and individually the
"Party."
RECITALS
WHEREAS, the CWCOG, being organized under RCW 36.64.080 to serve general and special purpose
governments within the Cowlitz and Wahkiakum Counties, was subsequently designated under Title 23,
Section 134 and Title 49, Section 1607 to be the Metropolitan Planning Organization (MPO) for the
Urbanized Area of the Cities of Longview, Kelso,and Rainier, Oregon; and
WHEREAS, pursuant to RCW 47.80.020, the geographical contiguous Counties of Cowlitz, Grays Harbor,
Lewis, Pacific, and Wahkiakum Counties did form the Southwest Washington Regional Transportation
Planning Organization (SWRTPO)through an Interlocal Agreement amended June 2021; and
WHEREAS, the Interlocal Agreement designates the CWCOG as the lead planning agency of the RTPO
responsible for the coordination and development of the five-county area Washington State Department
of Transportation (WSDOT) required transportation plans; and
WHEREAS, the WSDOT annual appropriation for the SWRTPO is allotted to the CWCOG, and in turn, the
CWCOG does choose to contract with the Agency to conduct work in Lewis County for the purposes of
such plan development as set forth by this agreement; and
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 Agency agrees to comply with all Federal,State of Washington,and local laws and ordinances
applicable to the Work to be performed under this Agreement including but not limited to those
laws specific to the State and Federal dollars funding this Agreement through WSDOT's GCB 3503
shown as Exhibit C attached hereto and by this reference made a part of this Agreement.
1.3 The Agency agrees to recognize and adhere to all terms and conditions of the SWRTPO Interlocal
Agreement except as modified by the Agreement, and comply with the administration and
directives of its governing board in setting regional priorities and project(s) direction.
1.4 The CWCOG agrees to reimburse the Agency for the Work as provided in Section 4 of this
Agreement and as defined in Exhibit B — Compensation Rate, attached hereto and by this
reference made a part of this Agreement.
2. CWCOG &AGENCY RESPONSIBILITIES
2.1 CWCOG RESPONSIBILITIES
2.1.1 The CWCOG shall coordinate the SWRTPO and those projects identified in the Unified Planning
Work Program (UPWP)for this fiscal period.
l 2021-389 Lewis County Transportation
2.1.2 The CWCOG will be responsible for administering all federal, state, and local funds allocated to
the SWRTPO.
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 submit to the CWCOG in writing detailed monthly progress reports
throughout the course of the work program's fiscal year in accordance with the reporting
requirements of WSDOT's GCB 3503.
2.2.3 The Agency shall prepare and submit to the CWCOG an annual progress report in a format
determined by the CWCOG at the end of the grant period at noted in Exhibit A-Scope of Work,
Section 4—Anticipated Deliverables.
2.2.5 Within COVID-19 safety guidelines deemed applicable at the time for such an activity,the Agency
will host, as requested, a quarterly meeting of the RTPO. Arrangements for such a meeting shall
include but not be limited to a sufficient sized meeting room for attendees, refreshments
appropriate for the time of day of the meeting,technology that will support in-person and on-line
attendance, and any other necessary elements in support of the meeting. Any incurred and
reasonable costs related to the meeting are not considered part of this contract. However, the
Agency may seek reimbursement from the CWCOG by submitting a separate and appropriately
documented invoice above and beyond the total compensation of this Agreement.
3. CWCOG&AGENCY RELATIONSHIP
3.1 The Agency agrees to perform the services hereunder solely as an Independent Contractor. The
Parties to this Agreement recognize that this Agreement does not create any actual or apparent
agency, partnership, franchise, or relationship of employer and employee between the Parties.
The Agency is not authorized to enter into or commit the CWCOG to any agreements, and the
Agency shall not represent itself as the agent or legal representative of the CWCOG.
3.2 The Agency shall not be entitled to participate in any of the CWCOG's benefits, including without
limitation, any health or retirement plans.The Agency shall not be entitled to any remuneration,
benefits,or expenses other than as specifically provided for in this Agreement.
3.3 The CWCOG shall not be liable for taxes, Worker's Compensation, unemployment insurance,
employers' liability, employers' FICA, social security, withholding tax, or other taxes or
withholding for or on behalf of the Agency or any other person consulted or employed by the
Agency in performing services under this Agreement. All such costs shall be the Agency's
responsibility.
4. PAYMENT
4.1 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 maximum, not-to-exceed amount of Fifty Thousand
Dollars($50,000.00) limited to Twenty-five Thousand Dollars($25,000.00) per twelve(12) month
period as established in this Agreement.
4.2 The compensation rate for services to be provided by the Agency is marked Exhibit B —
Compensation Rates,and is attached hereto and by this reference made a part of this Agreement.
4.3 Upon request of the Agency and upon the Agency's submission to the CWCOG of invoices and
supporting materials as deemed appropriate by the CWCOG, payment shall be made by the
CWCOG to the Agency for expenses reasonably and necessarily incurred in performing the Work.
2 2021-389 Lewis County Transportation
The Agency shall request reimbursement from the CWCOG not more than one time per calendar
month.
4.4 The Agency's request for reimbursement to the CWCOG shall detail the Work accomplished
during the current billing period,as well as a summary of the total costs billed to date.The invoice
shall summarize all of the Agency's time and expenses.
4.5 To ensure payment,the Agency shall email invoices and supporting materials to the appropriate
contact and in Section 7 of this Agreement.
4.6 If, at the sole discretion of the CWCOG, appropriate invoice and approved supporting materials
are received from the Agency by the 5th of the month, the CWCOG shall make payment in full to
the Agency on the last working Friday of the month. If the CWCOG determines that an appropriate
invoice and supporting materials have not been delivered, the CWCOG shall notify the Agency in
writing within ten(10)days of the date of receipt of the invoice and supporting material that such
is insufficient. The Agency shall thereafter re-submit an appropriate invoice and supporting
material as directed by the CWCOG.This may result in a delay of payment.
4.7 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 4.1 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.
4.8 The Agency agrees to submit a final invoice for each fiscal year to CWCOG by July 6, 2022 and July
6, 2023 respectively. 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 the Agency or under billings to the CWCOG, the Agency agrees to refund any overpayment
made to the Agency within thirty(30)calendar days after receipt of notification from the CWCOG
and the CWCOG agrees to reimburse the under billed amount to the Agency after the CWCOG's
receipt of an invoice with appropriate documentation, provided the funding source as addressed
in Exhibit A—Scope of Work, is still available.
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, 2021, and terminate June 30, 2023, 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.
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
3 2021-389 Lewis County Transportation
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 thirty (30)
days 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.
7. PARTY CONTACTS
All contact between the Parties, including, but not limited to,the Agreement administration,will
be between the representatives of each Party or their designee as follows:
CWCOG AGENCY
William A. (Bill) Fashing, Executive Director Michael Kroll,Transportation Planner
Email: bfashing@cwcog.org Email: michael.kroll@lewiscountywa.gov
Financial/Contract Amendments Designee: Electronic Invoice Designee:
Anisa Kisamore, CAO Kim Amrine, Office Manager
Email: akisamore@cwcog.org Email: Kim.Amrine@lewiscountywa.gov
Planning/Scope of Work Designee:
Robert Stevens
Email: rstevens@cwcog.org
Cowlitz-Wahkiakum Council of Govts Lewis County Public Works
Administration Annex/207 4th Avenue N 2025 NE Kresky Avenue
Kelso,WA 98626 Chehalis, WA 98532
Telephone: (360) 577-3041 Telephone: (360) 740-2665
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. CONFIDENTIALITY
9.1 In connection with the performance of services hereunder, the Agency may be exposed to
confidential and proprietary information of the CWCOG, whether or not so identified. All such
confidential and proprietary information shall be used only for the purpose of the services
provided hereunder.The Agency shall limit disclosure of confidential and proprietary information
within its own agency to its directors, officers, partners, members, and/or employees having a
need to know and shall not disclose said information to any third party (whether an individual,
corporation,or other entity) without the prior written consent of the CWCOG.
In that the Agency is a public entity and as such is subject to any and all public disclosure laws, in
the case of a public disclosure request the Agency shall inform the CWCOG in writing of the
request and what information is being requested, and shall not be held to the stipulations of this
section.
9.2 This Agreement shall not be construed as creating,conveying,transferring,granting or conferring
upon the Agency any rights,license or authority in or to the information exchanged by the Parties,
4 2021-389 Lewis County Transportation
except the limited right to use confidential and proprietary information of the CWCOG for services
provided hereunder. Furthermore and specifically, no license or conveyance of any intellectual
property rights is granted or implied by this Agreement.
9.3 The Agency shall not, without the prior written consent of the CWCOG, use the CWCOG's name
in any advertising or promotional literature, or publish any articles relating to the CWCOG, this
Agreement, or the services provided hereunder,and shall not otherwise refer to the retention of
the Agency to render services hereunder.
10. INDEMNIFICATION
10.1 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.
10.2 The indemnification obligation described in this section shall survive the termination of this
Agreement.
11. 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.
12. 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.
13. ATTORNEY FEES&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.
5 2021-389 Lewis County Transportation
14. 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.
15. ASSIGNMENT
Neither this Agreement nor any interest therein may be assigned by either Party without first
obtaining the written consent of the other Party.
16. NONDISCRIMINATION
No person shall, on the grounds of race, creed, color, national origin, sex, sexual orientation or
handicapped condition, be excluded from participation in, be denied the benefits of, or be
otherwise subjected to discrimination under activities performed pursuant to this Agreement.
17. RECORD RETENTION &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 the Agency, 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, County, 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.
18. COPYRIGHTS
Copyright of all material created by the Agency and paid for with funds as a part of this Agreement
shall be deemed the property of the CWCOG authored by the Agency. 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-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.
19. AUTHORIZED SIGNATURES
The undersigned acknowledge that they are authorized to execute this Agreement and bind their
respective agencies to the obligations set forth herein.
20. 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.
6 2021-389 Lewis County Transportation
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
L4
By: William A. Fashing : Gary tamper
Its: Executive Director Its: Chair, Board of Commissioners
Date: 7 — Date:�Jl /3
ATTEST ATTEST
By: Anisa isamore By: Rieva Lester
Its: Chief Administrative Officer Its: Clerk, Board of Commissioners
Date: D7/ 24 Date: day, /it
J
APPROVED AS TO FORM
By:
Its: Agen y Attorney b`c Cr`Sc 5
Date: (W - Z I
7 2021-389 Lewis County Transportation
Exhibit A
SCOPE OF WORK
FOR
LEWIS COUNTY TRANSPORTATION PLANNING ASSISTANCE
This Scope of Work described herein sets forth the transportation planning tasks to be performed in Lewis
County by the Agency for the fulfillment of responsibilities by the SWRTPO for the fiscal
biennium/program period July 1, 2021 to June 30, 2023. Work that is inherently assigned to Counties is
not eligible for funding under this agreement unless noted specifically under the following Scope of Work
activities.
WORK TASKS
1. Transportation Program Administration
Program administration is a core function of the responsibilities of the SWRTPO. Its purpose is to
provide 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
Management of the overall SWRTO program and delivery of the program within Lewis County.
Provide monthly activity reports on the UPWP related activities conducted by the agency.
Participate in regularly scheduled coordination calls with CWCOG's transportation staff, and
SWRTPO Board meetings.
1.2 Coordination and Consultation with Regional, Statewide, Federal and Tribal Partners
Participate in statewide and regional transportation planning coordination efforts between
CWCOG,cities, counties,state, and federal agencies.
Attend transportation related meetings, public hearings and local council meetings within Lewis
County as necessary.
Provide support as needed or requested.
Assist as appropriate in tribal planning activities,seek participation and input from tribes in special
planning projects, work with tribal partners on projects and studies as requested, assist with rural
and special needs transportation efforts for elders and youth,attend tribal transportation meetings,
share grant opportunities, learn about individual tribal planning and transportation processes, and
seek feedback on how we can better serve our tribal transportation partners.
1.3 UPWP Annual Performance & Expenditure Report
In coordination with CWCOG staff, prepare and submit the Agency's work tasks for inclusion in the
2023 and 2024 UPWP.
Prepare and submit the Agency's accomplishments towards its yearly UPWP work tasks for inclusion
in the CWCOG's Annual Performance and Expenditure Report.
8 2021-389 Lewis County Transportation
2. Multi-Modal Transportation Planning
Multi-Modal Transportation Planning is a required element of the federal and state transportation
planning efforts. Through a continuous, cooperative, and comprehensive planning process this
element addresses federal,state, and regional priorities and outlines tasks to develop multi-modal
transportation, long-range strategies for the region. This element is key in that through its
development and subsequent outcomes it addresses all six of the state's transportation planning
priorities: economic vitality, preservation,safety, mobility, environment and stewardship.
2.1 Coordination of Planning Activities
Facilitate and support the SWRTPO tasks in coordination with Lewis County Transportation Strategy
Council and Technical Advisory Committee(TAC).
Assist in coordination of active transportation, public transportation, freight, aviation, port, and
roadway stakeholders.
Assist CWCOG staff in participating in WSDOT statewide planning activities, as appropriate,
including but not limited to MAP-21/FAST Act Performance Measure Target Setting,Transportation
Systems Management and Operations Program Plan, Multimodal Investment Strategy, Highway
System Plan, and Active Transportation Plan, Part 2.
Work closely with the CWCOG staff to provide the Agency's information required for inclusion and
timely delivery of all required WSDOT planning and reporting requirements.
Participate in transportation related projects and share updates with CWCOG staff on issues such
as the Chehalis River Basin Flood Authority, regional airport, rail crossings, and progress on
regionally significant projects.
Coordinate and contribute as needed or requested by the CWCOG to support the development of
the RTP and Coordinated Public Transit/Human Services Transportation Plan (HSTP).
2.2 Planning Consultation, Services, &Technical Support
Act as regional lead in Lewis County when participating in local,regional,and state planning efforts.
In coordination with CWCOG and WSDOT, help coordinate state and local projects when identified.
Research grant opportunities and support CWCOG staff in the timely application of identified
funding opportunities.
Provide staff assistance to rural cities and town in grant research and application process.
2.3 Review of Comprehensive Plans&Countywide Planning Policies
Ensure that transportation facilities and services of statewide significance are included in member
jurisdictions' Growth Management Area (GMA) and regional transportation plans as applicable.
Assist in reviews of Lewis County jurisdictions' draft comprehensive plan transportation elements
to ensure mandatory plan elements per GMA making sure level of service(LOS)methodologies used
in the local plan are consistent with the RTP.The Agency is responsible for early engagement in each
comprehensive plan update or review in the county in coordination with the CWCOG staff.
2.4 Public&Stakeholder Participation, Outreach, & Education
Assist CWCOG in attending community and public meetings/events to make community
connections and explain SWRTPO transportation program activities.
9 2021-389 Lewis County Transportation
Track and document public comment in local transportation efforts.
Perform public and stakeholder outreach and education activities relating to Title VI in Lewis
County.
Work with local jurisdictions to ensure regional consistency in fulfillment of SWRTPO goals and
policies.
2.5 Transportation Plans
Regional Transportation Plan (RTP):Support CWCOG staff in the development and fulfillment of the
RTP by working with local jurisdictions to review existing plans and policies, compiling information
as needed including Lewis County elements(including cities and towns)as directed by CWCOG staff.
Coordinated Human Services Transportation Plan (CHSTP): Coordinate with and provide support to
CWCOG staff in the formation and implementation of the plan.
Rural Intelligent Transportation System (ITS)Architecture Best Practices Report: Lend assistance to
CWCOG staff in engaging and educating local agencies in the purpose and development of the ITS
report.
Rural Safety Guide: Provide feedback from TAC in development of the Guide.
3. Data Collection,Analysis,& Forecasting
Data collection, analysis, and forecasting includes the development and maintenance of a
transportation database to support program planning.The database is used to assess transportation
system performance and evaluate level of service standards.
3.1 Data Collection &Analysis
Perform data collection and analysis, regional management, and technical support for the
coordination and collaboration of planning partners and member jurisdictions.
As appropriate use geographical information systems(GIS)to track changes and trends within Lewis
County by working to expand and refine GIS capabilities and visualization and related analysis tools
used to track changes and trends in population, employment, land use, and other transportation
related indicators.
Develop, maintain, and share the GIS data,feature layers, and analysis results with CWCOG staff to
be included in data support of performance measures, analysis, and other required transportation
reporting.
Maintain data, GIS maps and feature layers that support Lewis County transportation infrastructure
and needs, and share that data with the CWCOG as requested.
10 2021-389 Lewis County Transportation
4. Anticipated Deliverables& Deadlines
The following deliverables will be submitted to CWCOG staff on or before the identified deadline.
Activity Deadlines
Fiscal Period 2021-2022 Fiscal Period 2022-2023
Monthly activity report& invoice 5'of each month 5'of each month
Annual progress report Jun 30, 2022 Jun 30, 2023
List of regionally significant, secured,federally
funded projects within the boundaries of Lewis County—Jan 20, 2022 County—Jan 20, 2023
County for inclusion in the Regional Cities—Jul 20, 2021 Cities—Jul 20, 2022
Transportation Improvement Program (RTIP)
List of tasks and activities performed by the
Agency for inclusion in the UPWP Annual Jul 15, 2021 Jul 15, 2022
Report
Coordinate with the CWCOG to develop and
complete tasks related to the RTP Jun 30, 2022 Jun 30, 2023
implementation
Assist the CWCOG in the development of the Mar 01, 2022 Mar 01, 2023
UPWP
Provide CWCOG updates on any Federal
designation changes that may be approved On-going On-going
within the county
11 2021-389 Lewis County Transportation
Exhibit B
COMPENSATION RATES
FOR
LEWIS COUNTY TRANSPORTATION PLANNING ASSISTANCE
The following rates are applicable to the July 1, 2021 to June 30, 2023 grant periods.
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 per 12-month period unless otherwise mutually
agreed to and amended to this contract as prescribed in Section 5 of this
Agreement.
Invoices will show accurate accounting of time spent on SWRTPO activities. Even
monthly billing of the contract amount is not acceptable. Activities required of
the Agency under its general duties are not acceptable SWRTPO expenses.
12 2021-389 Lewis County Transportation
Exhibit C
Washington State
150 Department of Transportation
Metropolitan/Regional Transportation ri F- STerm of'Agreement 3 ` " _ �,
Planning Organization Agreement
Start Date End Date
Agreement No. CFDA No 7/1/2021 6/30/2023
GCB 3503 20.205 & 20.505 Metropolitan Planning Organization/Regional
Transportation Planning Organization
Lead Planning Agency
Cowlitz-Wahkiakum Council of Governments
Cowlitz-Wahkiakum Council of Governments
(CWCOG)
207 4"'Avenue North County(ies) included in the MPO/RTPO
Kelso, WA 98626 Cowlitz, Grays Harbor, Lewis, Pacific, Wahkiakum
This Agreement, is 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 and Data Division and the Tribal and
Regional Integrated Planning office, 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."
Recitals
1. The above named county(ies) has (have) created a RTPO in accordance with the requirements
set forth in RCW 47.80.020;
2. 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;
3. Federal funding is authorized under 49 U.S.C. Ch. 53 and 23 U.S.C. (Highways); and,
4. 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.
NOW THEREFORE, pursuant to RCW 39.34 and RCW 47.80, 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,
WSDOT Agreement#GCB 3503 Page 1 of 13
Tribal & Regional Integrated Planning 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 include key emphasis areas for work tasks to
accomplish UPWP purposes.
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 STATE will inform the MPO/RTPO of expected allocations of State RTPO
funds that are available to MPO/RTPOs by December 31 of even-numbered years for the
following biennium. 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).
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 UPWP
may be required in order to authorize expenditures of all federal and state funding. 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. 450.308(c), each MPO/RTPO, 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/RTPO. 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/RTPO,
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.
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
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.
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
WSDOT Agreement#GCB 3503 Page 2 of 13
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 Payment
3.1 The STATE agrees to reimburse the MPO/RTPO's 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 identified in funding authorization letters
provided by the STATE, 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.
3.2 All indirect costs will be consistent with the federal de minimus rate found in 2 C.F.R. 200 or
based on a cost allocation plan or indirect cost rate proposal that is approved by the
MPO/RTPO Policy Board annually and maintained on file by the MPO/RTPO for audit
purposes. If indirect costs are based on an approved indirect cost allocation plan, the
MPO/RTPO will provide a copy to TRIP annually, or when updated.
3.3 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 UPWP period, 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. Requests for reimbursement should be submitted to
TRCOFiscal@wsdot.wa.gov. The STATE shall review and approve each request for payment
and shall reimburse the MPO/RTPOs no later than fifteen (15) business days after the date of
receipt by the STATE.
4 Reports
4.1 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.
4.2 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
WSDOT Agreement#GCB 3503 Page 3 of 13
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.
4.3 Reports as described in this section and other documentation or correspondence related to this
Agreement should be sent via email to WSDOT's Tribal and Regional Integrated Planning
Office at trpo(u�wsdot.wa.gov.
5 Assignment of Work Items
5.1 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.
6 Project Records
6.1 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 MPO/RTPO, separate accounts shall be
established and maintained within the MPO/RTPO's existing accounting system or an
independent accounting system may be set up for all eligible costs. 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 MPO/RTPO,
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.
7 Audits, Inspection, and Retention of Records
7.1 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 this Agreement shall be retained by the MPO/RTPO for six(6)
years from the date of final payment to facilitate any audits or inspections.
7.2 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.
7.3 All MPOs/RTPOs will be subject to audits by the State Auditor's Office. MPO/RTPOs that
expend Seven Hundred Fifty Thousand Dollars ($750,000) or more during the MPO/RTPO's
fiscal year in federal awards must have a single audit or program specific audit in accordance
WSDOT Agreement#GCB 3503 Page 4 of 13
with 2 C.F.R. pt. 200 (Subpart F-Audit Requirements).
8 Modifications
8.1 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.
9 Termination
9.1 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.
10 Travel
10.1 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.
11 Subcontracting and Equipment
11.1 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 Tribal and Regional Integrated
Planning Office in WSDOT's Multimodal Planning and Data Division shall have fourteen (14)
calendar days to review and approve any MPO/RTPO consultant agreements prior to
execution. The basis of review for proposed consultant agreements will be to ensure that the
necessary terms and requirements have been incorporated into the agreement. The
MPO/RTPO shall comply with all current federal and state laws and regulations governing the
selection and employment of consultants. Subcontracts for consultant services must contain all
the required provisions of this Agreement to the extent applicable.
11.2 If any equipment is purchased under this Agreement, it shall be listed in the UPWP.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 17 of
this Agreement. The procurement of all equipment must be used for the sole purpose of urban
and regional transportation planning activities. Requests related to this provision shall be
emailed to trpo@wsdot.wa.gov.
11.3 Debarment and Suspension. The MPO/RTPO agrees to comply with the requirements of
WSDOT Agreement#GCB 3503 Page 5 of 13
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.
12 Purchases
12.1 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:
12.2 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:
al 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.
a2 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
MPO/RTPO's work.
a3 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 MPO/RTPO 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.F.R. 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 this Agreement, equipment, or any part thereof, or the parties hereto, or
either of them, the MPO/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.
WSDOT Agreement#GCB 3503 Page 6 of 13
13 Incorporation of Federal Terms
13.1 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 4220.1 F, 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.
13.2 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.
14 No Obligation by the Federal Government
14.1 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.
14.2 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.
15 Personal Liability of Public Officers
15.1 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.
16 Ethics
16.1 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
WSDOT Agreement#GCB 3503 Page 7 of 13
disciplinary actions for violations by MPO/RTPO officers, employees, board members, agents,
or by subcontractors, subrecipients, or their agents.
16.2 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:
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,
c. board members, or agents; and
d. An organization that employs, or is about to employ, any of the above.
16.3 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.
16.4 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.
16.5 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.
16.6 Restrictions on Lobbying. The MPO/RTPO agrees to:
a. Refrain from using federal or state 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.
16.7 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.
16.8 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.
Accordingly, by executing this Agreement the MPO/RTPO certifies or affirms the truthfulness
WSDOT Agreement#GCB 3503 Page 8 of 13
and accuracy of any statement it has made, it makes, or it may make in connection with the
administration of the MPO/RTPO 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 Fraud Civil Remedies Act of 1986, as amended, on the
MPO/RTPO to the extent either deems appropriate.
17 Civil Rights
17.1 The MPO/RTPO shall comply with all applicable civil rights statutes and implementing
regulations including, but not limited to:
17.2 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.
17.3 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.
17.4 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.
WSDOT Agreement#GCB 3503 • Page 9 of 13
17.5 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.
17.6 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.
17.7 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;
a 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.
17.8 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
WSDOT Agreement#GCB 3503 Page 10 of 13
with the requirements of confidentiality and that failure to comply with such requirements may
result in termination of this Agreement.
17.9 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.
17.10 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.
17.11 Other Nondiscrimination Statutes. The MPO/RTPO agrees to comply with all applicable
requirements of any other nondiscrimination statute(s) that may apply.
18 Participation of Disadvantaged Business Enterprises
18.1 The MPO/RTPO shall take the following measures to facilitate participation by Disadvantaged
Business Enterprises (DBE): 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 Department of Transportation Financial Assistance
Programs," 49 C.F.R. pt. 26, 23 CFR 200.321; and federal transit law, specifically 49 U.S.C. §
5332.
18.2 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.
19 General State and Federal Compliance
19.1 The MPO/RTPO agrees to, and shall provide for such methods of administration 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 17 and 18 above. The MPO/RTPO
WSDOT Agreement#GCB 3503 Page 11 of 13
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.
20 Legal Relations
20.1 Each Party to this Agreement will protect, defend, indemnify, and save harmless the other
Party, its officers, officials, employees, and agents, while acting within the scope of their
employment as such, from any and all costs, claims, judgments, and/or awards of damages
(both to persons and property), arising out of, or in any way resulting from, each Party's
negligent acts or omissions with respect to the provisions of this Agreement. Neither 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 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, their agents, officials or employees, and/or involve those actions covered by RCW
4.24.115, the indemnity provisions provided herein will be valid and enforceable only to the
extent of the negligence of the indemnifying Party, its agents, officials or employees.
20.2 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 ROW. The provisions of this Section 21 shall survive the
termination of this Agreement.
21 Interest of Members of or Delegates to Congress
21.1 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.
22 Prohibited Interest
22.1 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.
23 Independent Contractor
23.1 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.
24 Liability
24.1 No liability shall attach to the STATE by reasons of entering this Agreement except as
expressly provided herein.
25 Severability
25.1 If any covenant or provision in this Agreement shall be adjudged void, such adjudication shall
WSDOT Agreement#GCB 3503 Page 12 of 13
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.
26 Freedom of Information Act
26.1 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 will become agency records
and are subject to public release through individual FOIA or State public disclosure requests.
27 Unique Identity Identifier
27.1 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.
28 Authority to Sign
28.1 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 DEPARTMENT OF
REGIONAL TRANSPORTATION PLANNING TRANSPORTATION
ORGANIZATION
Signed: .64Y,4(r % Signed: ,"i�.�, 1:1'-I t` o�r'o;.4,o; ,,, x
•
Printed Name: %tt: 74-454t 1,4c1 Printed Name: Kerri Woehler
Title: Title: Director, Multimodal Planning and Data
Division
C:()'7
Date: 6 --3 - D / Date: 06.07.21
APPROVED AS TO FORM:
Signed: /s/
Printed Name: James "J" Nelson
Title: Assistant Attorney General
Date: May 26, 2021
WSDOT Agreement#GCB 3503 Page 13 of 13
BOCC AGEN17ATTEM SUMMARY
Resolution: BOCC Meeting Date: July 13, 2021
Suggested Wording for Agenda Item: Agenda Type: Deliberation
Authorizing a contract between Cowlitz-Wahkiakum Council of Governments (CWCOG) and Lewis
County for costs of transportation planning work performed
Contact: Josh Metcalf Phone: 2762
Department: PW - Public Works
Description:
Authorizing a contract between Cowlitz-Wahkiakum Council of Governments (CWCOG) and Lewis
County for costs of transportation planning work performed.
Approvals: Publication Requirements:
Publications:
User Status
PA's Office Pending
Additional Copies: Cover Letter To:
Tina Hemphill - PW Please send two (2) signed copies to:
Shannon Foyster - PW Cowlitz-Wahkiakum Council of Governments
Kaity Nissell - PW Administration Annex
207 4th Avenue North
Kelso, WA 98626