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24-123.00SpokaneTransitAuthorityMasterDesignAndConstructionAgreement DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 SPOKANE TRANSIT AUTHORITY INFRASTRUCTURE IMPROVEMENTS MASTER DESIGN & CONSTRUCTION AGREEMENT This Master Design and Construction Agreement for Spokane Transit Authority Infrastructure Improvements ("Agreement" or Master Agreement") is made and entered into this Fourth day of June, 2024,by and between the City of Spokane Valley("City")and the Spokane Transit Authority("STA"); each a municipal corporation of the State of Washington. The City and STA may be referred to individually as a"Party"and collectively as"Parties". WHEREAS, pursuant to Chapter 36.57A RCW, STA is authorized to do all things necessary to provide public transportation facilities and services to the public, within the boundaries of the Public Transportation Benefit Area("PTBA"),which includes the City of Spokane Valley;and WHEREAS, STA's Board of Directors annually adopts a Capital Improvement Plan to provide for the construction of capital projects and improvements to public transportation facilities within its area of operation, including the construction and installation of transit amenities and infrastructure to facilitate transit service improvements within the City limits;and WHEREAS,the City annually establishes a list of infrastructure improvements within City limits, including improvements to neighborhoods and streets to which STA provides public transportation services;and WHEREAS,RCW 39.34.080 authorizes STA and the City to enter into cooperative agreements to provide for and fund public infrastructure and facilities for the benefit of the citizens and residents within their jurisdictions; and WHEREAS, STA and the City desire to achieve economic benefits and project efficiencies by cooperatively planning, designing and constructing infrastructure improvements that provide a benefit to each jurisdiction and establish a process for the reimbursement of costs related to the completion of such improvements by each Party;and WHEREAS, in recognition of the Federal Transit Administration (FTA) funding that may be utilized by STA for capital projects constructed by it as part of this cooperative agreement,the Parties desire to provide for the requisite FTA grant assurances, certifications and continuing control agreements when such federal funding is utilized by the Parties on cooperative infrastructure projects. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged,the Parties agree as follows: April 18,2024 2024-10938 Master Design&Construction Agreement Page 1 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 1. DEFINITIONS The following capitalized terms shall be interpreted as follows when used in this Agreement and any subsequent Project Orders: Term Definition A capital project within the boundaries of the City of Spokane Valley that Cooperative Project enhances the efficiency and quality of public transportation service by providing tangible and accountable public transit benefits through the design, construction,or installation of Transit Improvements. FTA Federal Transit Administration Managing Party The primary Party responsible for the performance of work under each Project Order. The Party with limited or no responsibility for the performance of work Funding Party under a Project Order,but who maintains a designated fiscal responsibility for a Project Order. A project-specific agreement identifying the Scope of Work to be performed on said project and the obligations of each Party for the Project Order completion of each Cooperative Project,or group of Cooperative Projects. Each Project Order shall incorporate the terms and conditions of this Master Agreement. A detailed description of all work to be performed under a Project Order, including,but not limited to,design,engineering,permitting,community Scope of Work relations,procurement,project management and construction. The Scope of Work shall be attached to each Project Order as an exhibit to the Project Order. Capital improvements on a Cooperative Project that enhance the efficiency and quality of public transportation service,including,but not Transit Improvements limited to,passenger boarding areas,curb and gutter,sidewalks and pathways,curb ramps,bus shelter footings,railings,supporting structures, transit shelters,lighting,signal improvements, intersection improvements, traffic re-channelization,and real-time information displays. 2. SCOPE OF WORK A. IDENTIFICATION OF IMPROVEMENTS I. The City and STA shall identify Cooperative Projects in locations throughout the City to support or improve public transportation services. Where the Parties deem appropriate and mutually agree,a Project Order may be issued retroactively to provide for reimbursement to the Managing Party for the cost of a project that provides a benefit to the Funding Party. Additional Cooperative Projects may be agreed to pursuant to a written Project Order executed by each of the Parties. April 18,2024 2024-10938 Master Design&Construction Agreement Page 2 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 II. The Parties shall execute a Project Order,in the form attached hereto as Exhibit A,for each Cooperative Project or group of closely related Cooperative Projects to be completed. The Project Order shall include,but not be limited to,identification of the Managing and Funding Parties, a detailed Scope of Work, the Transit Improvements to be constructed, a schedule for completion and each Party's financial obligations for the Cooperative Project. The terms of this Master Agreement shall be incorporated into each Project Order and any reference herein to"this Agreement" shall include any Project Order. III. As prioritized by the Project Orders,the Parties shall determine the order of completion and an annual schedule for the completion of Project Orders in conformance with the Parties' respective capital improvement plans. The Parties agree to adhere to such a schedule, and any modification to said schedule shall be communicated and coordinated between the Parties. B. DESIGN AND ENGINEERING On a Project Order basis, the Managing Party may perform some or all the necessary administrative, design, engineering and estimating work related to the completion of the Cooperative Project(s). The Funding Party may at times provide the design, engineering and estimating work for Cooperative Project(s). The Funding Party shall have the right to approve all designs, specifications, engineering work and estimates, but such approval shall not be unreasonably withheld or in any way relieve the Managing Party of its responsibilities for such work. The Managing Party shall designate a project manager for each Project Order. C. EXECUTION OF WORK For each Project Order, upon receipt of a written notice to proceed from the Funding Party, the Managing Party shall,to the extent permitted by law, or subcontract for the performance thereof, provide services,staff and otherwise do all things necessary for or incidental to the performance of work prescribed in the Scope of Work. D. PROCUREMENT Each Party shall be responsible for compliance with its own procurement policy on any Cooperative Project. The Parties agree that the procurement policy of each Party satisfies, at a minimum, the state statutory requirements for public works projects and that STA's policies contain additional requirements in accordance with federal procurement requirements. E. CONSTRUCTION PROGRESS At the request of the Funding Party for each Project Order, the Managing Party shall provide monthly construction updates identifying work progress, detailed expenditures, schedule adherence, change orders executed and any other matters of significance in the performance of this Agreement. Funding Party shall designate a "responsible person" who shall represent the Funding Party's interest during construction of the Cooperative Project, shall attend weekly construction meetings. In coordination with the Managing Party's project manager,the Funding Party shall have the right to inspect the work in progress, but the work shall not be delayed or stopped for such inspection. The Funding Party shall not direct the Managing Party's contractor; the Funding Party shall notify the Managing Party of any corrections to the construction of the Cooperative Project and the Managing Party shall direct the contractor,accordingly. April 18,2024 2024-10938 Master Design&Construction Agreement Page 3 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 F. CHANGES The Managing Party shall not agree to any change in the Scope of Work, specifications, or other terms of the work of a Project Order, or any contract entered into by the Managing Party for the performance of its responsibilities hereunder,without the advance written approval of the Funding Party. G. PERMITS,APPROVALS&COMMUNITY RELATIONS The Managing Party shall be responsible for obtaining all permits, licenses, easements, and approvals necessary to execute the Scope of Work and/or its obligations hereunder, shall pay all fees or costs associated therewith, shall keep records of all information, and shall provide the Funding Party with a copy of the same for each Project Order. On a Project Order basis,the Parties will outline all necessary community relations activities and will agree in writing what responsibilities will be assigned to the City, STA,or a joint effort. H. SCHEDULE The Managing Party agrees the work under a Project Order shall be completed and final acceptance issued no later than the date specified in said Project Order, unless the Parties agree otherwise in writing. I. FINAL ACCEPTANCE Upon notification by the Managing Party of substantial completion of the work of a Project Order, the Funding Party shall inspect the Cooperative Project(s). If the Funding Party finds any work which does not meet the terms of this Agreement or any specifications or terms established under a Project Order,it shall promptly prepare a list of such items and submit it to the Managing Party. Work which does not comply with the agreed upon specifications and terms shall be corrected by the Managing Party at no cost to the Funding Party. Notice of acceptance shall not constitute acceptance of any unauthorized or defective work or material. The Funding Party retains all rights thereunder and at law to require the Managing Party to remove,replace,repair, or dispose of any unauthorized or defective work,or from recovering damages for any such work or material. 3. OWNERSHIP AND MAINTENANCE STA shall own and be responsible for all public transit facilities,facilities constructed by STA outside any City-owned right-of-way,and any other improvements or amenities as agreed to in writing by the Parties."Public transit facilities"means those Transit Improvements that constitute amenities for those using public transportation,such as but not limited to transit shelters and signage placed or required by STA(including real-time and persistent signage).At all times the City shall be the owner of right-of- way improvements to City-owned rights-of-way that the City completes. The City shall become the owner of right-of-way improvements to City-owned rights-of-way constructed by STA only upon their completion by STA and final acceptance by the City."Right-of-way improvements"means permanent improvements within City-owned right-of-way that are not public transit facilities, such as but not limited to sidewalks,curbs,gutters,storm sewer drains,asphalt paving,and landscaping. 4. CONTINUING CONTROL In the event STA desires to complete a Cooperative Project that is funded in whole or in part by FTA April 18,2024 2024-10938 Master Design&Construction Agreement Page 4 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 grant assistance, such grant assistance shall be identified in the corresponding Project Order and the requisite FTA terms and conditions shall be incorporated into said Project Order. A. GENERAL The Parties acknowledge that some Cooperative Projects will be funded in part with federal funding from FTA. The Parties commit to their adherence to federal and State funding and right of way acquisition requirements when required by FTA as a condition of funding("FTA Funded Cooperative Projects"). An FTA Grant number shall be clearly noted on the Project Order executed by the Parties to designate a project as an FTA Funded Cooperative Project. B. STA shall have the right to exercise satisfactory continuing control over the FTA Funded Cooperative Projects as applicable and in accordance with: I. 49 CFR Part 24 (and as may be amended), the Uniform Relocation Assistance and Real Property Acquisition Regulations for Federal and Federally Assisted Programs (Uniform Act); II. FTA Circular C 5010.1E Grant Management Requirements(dated February 13,2017 and as may be amended); III. Applicable statutes regulating environmental aspects of federally funded acquisitions, including site inspections and surveys and including 42 USC Subsections 9601-9675(and as amended); IV. 2 CFR part 1201, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards;and V. Any other federal funding requirement(s) imposed on STA by FTA for an FTA Funded Cooperative Project. C. PERIOD OF CONTROL STA's right to exercise continuing control over a FTA Funded Cooperative Project shall continue as long as the property is needed,in the judgment of STA,for the appropriate project purposes,as described in an applicable FTA grant,for the duration of the useful life of that property,as required by the FTA, and shall include any time period necessary to dispose of the Federally Funded Cooperative Project under FTA requirements and procedures. D. USE The City acknowledges the FTA's interest in any FTA Funded Cooperative Project and agrees to use the FTA Funded Cooperative Project for appropriate purposes to support public transportation activities and will not exercise any right permitted under this Agreement in a manner which compromises or otherwise diminishes STA's continuing control over the FTA Funded Cooperative Project. April 18,2024 2024-10938 Master Design&Construction Agreement Page 5 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 E. MAINTENANCE STA shall be responsible and liable for ongoing maintenance,repair,and replacement of all public transit facilities that STA owns per Section 3 of this Agreement.The City shall be responsible and liable for ongoing maintenance, repair, and replacement of the right-of-way improvements that the City owns per Section 3 of this Agreement. . F. RECORDS The City agrees to keep all records pertaining to the use of the FTA Funded Cooperative Project and submit to STA upon request such information as may be required by the FTA to assure compliance with FTA's Master Agreement. G. INCIDENTAL USE Any incidental use of the FTA Funded Cooperative Project will not exceed that permitted under applicable Federal laws or regulations in accordance with applicable Federal directives. Any incidental use must be approved by STA prior to such use. H. TRANSFER OR LEASE OF PROPERTY The City shall not transfer any obligation pertaining to the FTA Funded Cooperative Project that would affect STA's, on behalf of the FTA, continuing interest in the FTA Funded Cooperative Project. Any transfer or lease must be approved by STA in writing and prior to such transfer or lease. 5. DISPOSITION OF COOPERATIVE PROJECT A. GENERAL Unless FTA Approval is required, the Parties may mutually negotiate the disposition of any Cooperative Project,subject to compliance with applicable federal,state or local laws. B. FTA APPROVAL WHEN REQUIRED If the Parties are unable to agree upon a disposition proposal or plan of an FTA Funded Cooperative Project, STA may seek any necessary disposition instructions or approvals from the FTA. In such a case, STA will include in its submission to the FTA the independent views of the City regarding the appropriate disposition of the property involved. In addition, the City may assert whatever other rights it possesses by reason of its interest in such property. C. AGREEMENT TO COMPLY In the event that the FTA provides disposition instructions or approval with respect to the FTA Funded Cooperative Project,the City agrees to fully comply with the terms of such instructions or approval. 6. TERM This Master Agreement shall commence upon execution by the Parties and shall continue unless mutually terminated by the Parties,or as terminated in accordance with Section 14. April 18,2024 2024-10938 Master Design&Construction Agreement Page 6 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 7. COMPENSATION The Funding Party shall reimburse the Managing Party for its financial obligations specified in each Project Order executed under this Agreement. The maximum aggregate expenditure by the Parties for all Project Orders entered into under this Master Agreement shall not exceed $5,000,000.00 (Five Million dollars and no cents). 8. INVOICES For each Project Order, upon the Managing Partner's issuance of completion and final acceptance to the contractor,the Managing Party shall submit an invoice to the Funding Party within thirty(30)days. Such invoice shall itemize all costs by type of expenditure for each improvement made and shall be accompanied by copies of official financial records evidencing the payments for which the Managing Party seeks reimbursement from the Funding Party. 9. PAYMENT The Funding Party shall issue payment to the Managing Party within thirty (30) days of receipt of invoice for work determined to be performed in accordance with the terms of this Agreement and any applicable Project Order(s). 10. NOTICES All notices,requests,claims,demands and other communications shall be in writing and shall be signed by a person duly authorized to provide such notice. Notices permitted or requested to be given hereunder shall be deemed sufficient if given(1)in person;(2)by registered or certified mail,postage prepaid, return receipt requested; (3)by facsimile or email, addressed to the respective contact of the Parties as set forth below,or as may be revised by like notice from time to time. All notices shall be deemed to have been duly given (1) when delivered in person; (2) upon receipt after dispatch by registered or certified mail,postage prepaid;(3)three(3)business days after the date of mailing by regular mail, postage prepaid; or(4)upon confirmation of receipt when transmitted by facsimile or a read receipt when transmitted by email. City of Spokane Valley Spokane Transit Authority Marci Patterson Contracts City Clerk Spokane Transit Authority City of Spokane Valley 1230 W Boone Ave 10210E Sprague Ave Spokane,WA 99201 Spokane Valley,WA 99206 E: contracts cr,spokanetransit.com E: mpattersona,spokanevalleywa.gov P: (509)325-6032 P: (509)720-5102 April 18,2024 2024-10938 Master Design&Construction Agreement Page 7 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 11. COMMUNICATIONS Any administrative or operational communications required by the Parties' obligations under this Agreement shall be directed to the Parties' representatives below: City of Spokane Valley Spokane Transit Authority William Helbig Daniel M.Wells Public Works Director Deputy Director for Capital Development City of Spokane Valley Spokane Transit Authority 10210 E Sprague Ave 1230 W Boone Ave Spokane Valley,WA 99206 Spokane,WA 99201 E: bhelbig(cr�,spokanevalleywa.gov E: dwells@spokanetransit.com P: (509)720-5320 P: (509)343-1695 Communications to be given hereunder shall be deemed sufficient if given(1) in person; (2)by mail, postage prepaid; or(3)by facsimile or email, addressed to the designated representative of the Parties as set forth above, or as may be revised by written notice in accordance with Section 10 of this Agreement. 12. INDEMNIFICATION A. To the maximum extent permitted by law,the City shall defend,indemnify and hold harmless STA and all of its officials, employees, principals and agents from all claims, demands, suits, actions and liability of any kind, including injuries to persons or damages to property,which arise out of, are connected with, or are due to any acts or omissions of the City, its contractors, and/or employees, agents and representatives in performing its work, services and obligations under this Agreement or any Project Order; provided, however, that if(and only if)the provisions of RCW 4.24.115 apply to the work and services under this Agreement or any Project Order and any such damages and injuries to persons or property are caused by or result from the concurrent negligence of the City,its contractors or employees,agents or representatives and STA or its employees,agents or representatives,the indemnification applies only to the extent of the negligence of the City, its contractors or employees, agents or representatives. In the event of any such claims, demands, suits, actions and lawsuits,the City shall assume all costs of defense thereof, including legal fees incurred by STA, and of all resulting judgments that may be obtained against STA or any of its officers,principals,agents,or employees. If resulting therefrom,any lien is placed upon property of STA or any of its officers,principals,agents or employees,the City shall at once cause the same to be dissolved and discharged by giving bond or otherwise. The City specifically assumes potential liability for actions brought by the City's own employees against STA and for that purpose the City specifically waives, as respects to STA only, any immunity under the Workers' Compensation Act, RCW Title 51; and the City recognizes that this waiver was the subject of mutual negotiation and specifically entered into pursuant to the provisions of RCW 4.24.115, if applicable. In the event either Party incurs attorneys' fees,costs or other legal expenses to enforce the provisions of this section against the other Party, all such fees, costs and expenses shall be recoverable by the prevailing Party. April 18,2024 2024-10938 Master Design&Construction Agreement Page 8 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 B. To the maximum extent permitted by law,STA shall defend,indemnify and hold harmless the City and all of its officials, employees, principals and agents from all claims, demands, suits, actions and liability of any kind, including injuries to persons or damages to property,which arise out of, are connected with,or are due to any acts or omissions of STA,its contractors,and/or employees, agents and representatives in performing its work, services and obligations under this Agreement or any Project Order;provided,however,that if(and only if)the provisions of RCW 4.24.115 apply to the work and services under this Agreement or any Project Order and any such damages and injuries to persons or property are caused by or result from the concurrent negligence of the STA, its contractors or employees, agents or representatives and the City or its employees, agents or representatives, the indemnification applies only to the extent of the negligence of STA, its contractors or employees, agents or representatives. In the event of any such claims, demands, suits, actions and lawsuits, STA shall assume all costs of defense thereof, including legal fees incurred by the City,and of all resulting judgments that may be obtained against the City or any of its officers, principals, agents, or employees. If resulting therefrom, any lien is placed upon property of the City or any of its officers,principals, agents or employees,then STA shall at once cause the same to be dissolved and discharged by giving bond or otherwise. STA specifically assumes potential liability for actions brought by STA's own employees against the City and for that purpose STA specifically waives, as respects to the City only, any immunity under the Workers' Compensation Act,RCW Title 51;and STA recognizes that this waiver was the subject of mutual negotiation and specifically entered into pursuant to the provisions of RCW 4.24.115, if applicable. In the event either Party incurs attorneys' fees,costs or other legal expenses to enforce the provisions of this section against the other Party, all such fees, costs and expenses shall be recoverable by the prevailing Party. C. The provisions of this section shall survive any termination of this Agreement or completion of any Project Order. 13. INDEPENDENT CAPACITY A. EMPLOYEES The employees or agents of each Party will continue to be employees or agents of that Party and will not be considered for any purpose to be employees or agents of any other Party. B. NO PARTNERSHIP&NO THIRD PARTY BENEFICIARIES It is agreed by the Parties that this Agreement,and any Project Order(s),does not create a partnership or joint venture relationship between the Parties and does not benefit or create any rights in a third party. 14. TERMINATION A. DEFAULT Any Party may terminate this Agreement,or any Project Order,for default in the event a Party fails to perform a material obligation under this Agreement. Termination shall be effected by serving a Notice of Termination in accordance with Section 10 of this Agreement,on the other Party setting forth the manner in which the Party is in default and the effective date of termination,which shall not be less than thirty (30) calendar days after the date of notice. The termination shall not take effect if the default has been cured within ten (10) calendar days after the date of the notice of termination. April 18,2024 2024-10938 Master Design&Construction Agreement Page 9 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 B. EXPENSES Expenses incurred by the City prior to the effective date of a Notice of Termination shall be reimbursed subject to the terms of this Agreement. C. WAIVER OF DEFAULT OR BREACH Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Waiver shall not be construed to be a modification of the terms of this Agreement unless stated to be such by written instrument signed by the Parties. Neither payment by STA nor performance by the City shall be construed as a waiver of the other Party's rights or remedies against the other. Failure to require full and timely performance of any provision at any time shall not waive or reduce the right to insist upon complete and timely performance of such provision thereafter. 15. FORCE MAJEURE In the event that any Party's obligations under this Agreement are substantially delayed,prevented or rendered impractical by fire, flood, riot, earthquake, pandemic, civil commotion,war, strike, lockout, labor disturbances,exposition,sabotage,accident or other casualty,weather event,act of God,any law ordinance, rule or regulation which becomes effective after the date of this Agreement, or any other cause beyond the reasonable control of any Party,then the Parties shall be released from performance under this Agreement. Parties hereby waive any claim for damages or compensation for such delay or failure to perform. 16. COMPLIANCE WITH LAWS Each Party to this Agreement,and subsequent Project Order(s)shall comply with all applicable federal, state,and local laws and regulations. 17. GOVERNING LAW &VENUE This Agreement shall be governed by and construed according to the laws of the State of Washington. Nothing in this Agreement shall be construed as altering or diminishing the rights or responsibilities of the Parties as granted or imposed by state law. Any and all disputes concerning this Agreement must be resolved in the Superior Court of Spokane County, Washington. The Parties agree to exclusive personal jurisdiction,subject matter jurisdiction and the venue of this court. 18. SUCCESSORS &ASSIGNS This Agreement shall be binding on the Parties and their successors and assigns. The Parties however agree that they will not assign or delegate the duties to be performed under this Agreement without prior written approval from the other Party. 19. ENTIRE AGREEMENT This Agreement and its attachments constitute the entire Agreement between the Parties and supersede all prior negotiations,representations and agreements between the Parties relating to the subject matter hereof. April 18,2024 2024-10938 Master Design&Construction Agreement Page 10 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 20. MODIFICATION This Agreement,or any Project Order,may be modified or amended only by written instrument signed by the Parties. 21. SEVERABILITY Should any provision of this Agreement, or any Project Order,be deemed invalid or inconsistent with any federal, state, or local law or regulation,the remaining provisions shall continue in full force and effect. The Parties agree to immediately attempt to renegotiate such provision that is invalidated or superseded by such laws or regulations. 22. CIVIL RIGHTS A. NONDISCRIMINATION In accordance with Title VI of the Civil Rights Act, as amended,42 U.S.C. §2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. §6102, Section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. §12132, and Federal transit law at 49 U.S.C. §5332, no individual shall be excluded from participation in,denied the benefit of,subjected to discrimination under,or denied employment in the administration of or in connection with this Agreement because of age, sex(including sexual orientation and gender identity), race, color, religion, creed, marital status,familial status,national origin,honorably discharged veteran or military status,the presence of any sensory,mental or physical disability,or use of a service animal by a person with disabilities. B. EQUAL EMPLOYMENT OPPORTUNITY The following equal employment opportunity requirements apply to this Agreement: I. Race,Color,Creed,National Origin,Sex,Sexual Orientation,Gender Identity.. In accordance with Title VII of the Civil Rights Act,as amended,42 U.S.C. §2000e,and Federal transit laws at 49 U.S.C. §5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Dept. of Labor(U.S. DOL)regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"41 C.F.R., Parts 60 et seq., (which implement Executive Order No.11246, "Equal Employment Opportunity,"as amended by Executive Order No. 13672,"Further Amendments to Executive Order 11478, Equal Employment Opportunity in the Federal Government, and Executive Order 11246, Equal Employment Opportunity." 42 U.S.C. § 2000e note), and with any applicable Federal statutes,executive orders,regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment,without regard to their race,color,creed,national origin, sex, sexual orientation,gender identity or age. Such action shall include,but not be limited to,the following: 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. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. April 18,2024 2024-10938 Master Design&Construction Agreement Page 11 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 II. Age. In accordance with Section 4 of the Age Discrimination in Employment Act of 1967,as amended,29 U.S.C. §§623 and Federal transit law at 49 U.S.C. §5332,the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. III. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act, as amended,42 U.S.C. § 12112,the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,"29 CFR,Part 1630,pertaining to employment of persons with disabilities. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. C. The Parties agree to include these requirements in each of its subcontracts resulting from or pertaining to this Agreement. 23. ANTI-KICKBACK No officer or employee of STA and/or the City,having the power or duty to perform an official act or action related to this Agreement or any Project Order(s), shall have or acquire any interest in the Agreement or Project Order(s), or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from or to any person involved in this Agreement or any Project Order(s). 24. CONFLICT OF INTEREST No employee, officer or agent of STA or the City shall participate in the selection or award or administration of a contract if a conflict of interest,real or apparent,would be involved. Such a conflict would arise when: I. the employee,officer or agent; II. any member of his/her immediate family; III. his or her partner;or IV. an organization which employs, or is about to employ, and employee, officer, or agent of STA has a financial or other interest in the firm selected for the award. 25. TRADEMARKS &LOGOS The Parties are prohibited from using,and agree not to use,directly or indirectly,any name,trademark, or logo of the other Party without first obtaining prior written consent from the other Party. 26. PUBLIC RECORDS ACT Each Party to this Agreement understands and acknowledges that STA and the City are each a municipal corporation of the State of Washington subject to the Public Records Act, RCW 42.56 et seq. April 18,2024 2024-10938 Master Design&Construction Agreement Page 12 of 18 DocuSign Envelope ID.613487A4-725A-493D-8557-F27B549F22F4 27. AUDIT/RECORDS The Parties shall maintain for a minimum of six(6)years following final payment all records related to its performance of this Agreement or any Project Order. The Parties shall provide access to authorized representatives of the State of Washington Auditor's office at reasonable times and in a reasonable manner to inspect and copy any such record. In the event of conflict between this provision and related auditing provisions required under federal law applicable to this Agreement,the federal law shall prevail. Records and other documents, in any medium, furnished by any Party to this Agreement or Project Order to another Party, will remain the property of the furnishing Party, unless otherwise agreed. Subject to Section 26, the receiving Party will not disclose or make available any confidential information to any third parties without first giving notice to the furnishing Party and giving it a reasonable opportunity to respond. Each Party will utilize reasonable security procedures and protections to assure that records and documents provided by the other Party or Parties are not erroneously disclosed to third parties. 28. COUNTERPARTS This Agreement, and any subsequent Project Order(s), may be executed in one or more counterparts, each of which shall constitute an original agreement,but all of which together shall constitute one and the same instrument. 29. ELECTRONIC SIGNATURES A signed copy of this Agreement, any Project Order or any other ancillary agreement transmitted by facsimile,email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of any original executed copy of this Agreement, Project Order, or such other ancillary agreement for all purposes. 30. MANDATORY FILING/POSTING OF INTERLOCAL AGREEMENT In accordance with RCW 39.34.040, the City and STA shall either (1) jointly file a copy of this Agreement with the Spokane County Auditor,or(2)each individually list the Agreement(by subject) on their respective public websites and provide means for it to be electronically received from said websites. [signatures on the following page] April 18,2024 2024-10938 Master Design&Construction Agreement Page 13 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 31. SIGNATURES The Parties affirm that the individuals signing this Agreement have been granted the authority to do so and by their signature affirm that the Parties will comply with the terms and conditions of this Agreement. City of Spokane Valley Spokane Transit Authority &So Win By: ohn Hohman By: E. Susan Meyer Title: City Manager Title: Chief Executive Officer Date: E—/3 _Z Date: Jun 2,2024 Attest:i Attest \XJ Nkti *eV'ajlij DialAA 1444 By: M ci Patterson By: Dana Infalt Title: City Clerk ti Title: Clerk of the Authority Date: 't(�J`2.4 Date: Jun 3,2024 App ved a F Approved as to Form: aatt By: Ke Konkright By: Megan k Tit e: Attorney Title: Attorney for the Authority Date: G 7119/0--,' Date: Jun 4,2024 April 18,2024 2024-10938 Master Design&Construction Agreement Page 14 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F278549F22F4 EXHIBIT A SAMPLE PROJECT AGREEMENT SPOKANE TRANSIT AUTHORITY INFRASTRUCTURE IMPROVEMENTS PROJECT ORDER This Project Order Agreement("Project Order")is made and entered into this XXX day of XXX, 2024, by and between the City of Spokane Valley ("City") and the Spokane Transit Authority ("STA"); each referred to individually as"Party"and collectively as"Parties". WHEREAS, the Parties have executed the Spokane Transit Authority Infrastructure Improvements Master Design & Construction Agreement (the "Master Agreement") on XXX, under which the Parties have agreed to complete certain Cooperative Projects within the City that support or improve transit service; and WHEREAS, the Master Agreement permits and the Parties desire to complete the Cooperative Project described herein, subject to the terms of this Project Order and the Master Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Master Agreement,the sufficiency of which is hereby acknowledged,the Parties agree as follows: 1. DEFINITIONS The following capitalized terms shall be interpreted as followed when used in a Project Order: Term Definition Budget Total estimated expenses to complete the Work,will be attached to each Project Order and will be titled Exhibit B -Budget A written amendment to the Project Order authorizing a change in the Change Order Work,Budget or other information that modifies the original terms and conditions of the Project Order. Managing Party City of Spokane Valley or STA(dependent on each project order). Project The name of the Cooperative Project contemplated by this Project Order. The schedule for the Project Order,to be delivered by the Managing Schedule Party will be attached to each Project Order and be titled Exhibit C— Schedule Funding Party City of Spokane Valley or STA(dependent on each project order). All work necessary to complete the Cooperative Project identified in a Work Project Order will be attached to each Project Order and titled Exhibit A —Scope of Work. April 18,2024 2024-10938 Master Design&Construction Agreement Page 15 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 EXHIBIT A SAMPLE PROJECT AGREEMENT All capitalized terms not specified in this section or elsewhere in this Project Order, shall have the same definition and meaning as specified in the Master Agreement. 2. SCOPE OF WORK The Managing Party agrees to provide services and staff, and otherwise do all things necessary for or incidental to the performance of Work to complete the Project. 3. BUDGET The Budget for the Project is estimated at $XXX,XXX.XX (XXX). The Managing Party shall be responsible for ensuring concurrence with the Budget in completing the Project. Any variations in actual expenses that exceed the Budget shall be approved in writing via a Change Order to this Project Order. In no case shall this Project Budget cause total expenditures by the Parties for all Cooperative Projects to exceed the amount specified in Section 7 of the Master Agreement. 4. COMPENSATION The Funding Party shall reimburse the Managing Party in the amount not to exceed $XXXXX.XX (XXX)in accordance with Sections 8 and 9 of the Master Agreement. 5. SCHEDULE The Project is anticipated to begin on XXX and is scheduled to be completed by XXX. A schedule of key dates and milestones for the Project is attached hereto and incorporated herein as Exhibit PO- C. 6. PROJECT CONTACTS City of Spokane Valley Spokane Transit Authority Contact Contact Title Title City of Spokane Valley Spokane Transit Authority 10210 E Sprague Ave 1230 W Boone Ave Spokane Valley, WA 99206 Spokane,WA 99201 E: E: P: (509)XXX-XXXX P: (509)XXX-XXXX April 18,2024 2024-10938 Master Design&Construction Agreement Page 16 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 EXHIBIT A SAMPLE PROJECT AGREEMENT 7. INCORPORATION OF MASTER AGREEMENT The Master Agreement between the Parties dated XXX is incorporated herein by reference as if fully set forth and shall be binding on the Parties with respect to the work hereof. 8. INCORPORATION OF FTA TERMS &CONDITIONS This Project Order is subject to FTA funding and is subject to the FTA Terms&Conditions attached hereto as Exhibit PO-D and incorporated herein. OR This Project Order is not subject to FTA funding or FTA Terms&Conditions. 9. CONFLICT OF TERMS In the event a conflict occurs between the terms & conditions of this Project Order and the Master Agreement, the terms of this Project Order shall prevail. Notwithstanding the foregoing, if this Project Order is subject to FTA assistance, FTA terms & conditions required thereunder shall supersede the terms & conditions of this Project Order and the Master Agreement, in that order. [signatures on the following page] April 18,2024 2024-10938 Master Design&Construction Agreement Page 17 of 18 DocuSign Envelope ID:613487A4-725A-493D-8557-F27B549F22F4 EXHIBIT A SAMPLE PROJECT AGREEMENT 10. SIGNATURES The Parties affirm that the individuals signing this Agreement have been granted the authority to do so and by their signature affirm that the Parties will comply with the terms and conditions of this Agreement. City of Spokane Valley Spokane Transit Authority By: John Hohman By: E. Susan Meyer Title: City Manager Title: Chief Executive Officer Date: Date: Attest: Attest: By: Marci Patterson By: Dana Infalt Title: City Clerk Title: Clerk of the Authority Date: Date: April 18,2024 2024-10938 Master Design&Construction Agreement Page 18 of 18 Glenn Ritter From: Jenny Nickerson Sent: Wednesday,June 5, 2024 10:14 AM To: Glenn Ritter; Deanna Horton Subject: RE:0316 Balfour Park It would also be appropriate to purchase a sticker similar to what you often see on commercial vehicles to affix to the door serving the storage area. The signage also serves to assist SVFD to locate the fire extinguisher during their annual business inspection routine so that they can confirm it's been serviced. Thanks so much! JRN FIRE EXTINGUISHER INSIDE Jenny Nickerson, MCP II Building Official 10210 E. Sprague Ave//Spokane Valley, WA 99206 509-720-5305//jnickerson(a�SpokaneValleyWA.gov Spokane This email and any attachments may be subject to disclosure pursuant to Washington State's Public Record Act,chapter 42.56 RCW. From: Glenn Ritter<gritter@spokanevalleywa.gov> Sent:Tuesday,June 4, 2024 1:57 PM To: Deanna Horton <dhorton@spokanevalleywa.gov> Cc:Jenny Nickerson<jnickerson@spokanevalleywa.gov> Subject: RE: 0316 Balfour Park Thank you, Deanna. The sign will be on the outside of the building on a painted CMU surface. Please see attached, look yourself, or I'd be glad to show you if that would help! Just let me know!! Thanks again, Glenn From: Deanna Horton <dhorton@spokanevalleywa.gov> Sent:Tuesday,June 4, 2024 1:26 PM To: Glenn Ritter<gritter@spokanevalleywa.gov> Cc:Jenny Nickerson <jnickerson@spokanevalleywa.gov> Subject: RE: 0316 Balfour Park 1