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BHC Consultants for Nuvoda TrialZ Originator: O Department/Division: a 2 Name of Consultant/Contractor: N CONTRACT TITLE: w 0 CONTRACT ROUTING FORM Pamela Randolph WWTP BHC Consultants Nuvoda Trial No. lbq'o(7o1 (City Clerk Use Only) Routed by: Batyah Chliek Date: 06/04/2020 Type of Contract: (GR) Grants (1) Intergovernmental Agreement (L) Lease Agreement I-- (S) Purchase of Services ❑ (W) Public Works ❑ (0) Other Z W I'- Bid/RFP Number: 06/01 /2020 06/01 /2021 t� Effective Date: Completion Date: I— QHas the original City contract boilerplate language been modified? yes' ® No If yes, specify which sections have been modified: pDescription V of Services: Provide engineering support for etup, operation &data collection of Nuvoda MOB pilot test; perform an interim performance assessment & produce a final pilot test report summarizing results. Total Amount of Contract: Budget # 423.000.76.535.80.41.00 J Budget # w 0 a Budget # U ZAre there sufficient funds in the current budget to cover this contract. Z Remarks: LL Authorization Level: Director w j 8 1. PW Director 2. Risk Management/Budget Z [] 3. City Attorney 4. Consultant/Contractor N 5. Other Amount 1300 0, _ 20 Amount Amount: Yes ®No 6. City Council Approval Date (if applicable) 7. Mayor 8. City Clerk PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into between the City of Edmonds, a Washington Municipal Corporation, hereinafter referred to as the "City," and BHC Consultants, LLC hereinafter referred to as the "Consultant." WHEREAS, the City desires to engage the professional services and assistance of an experienced engineering consultant to support mechanical, structural, electrical, specification development, and process control needs of its Wastewater Treatment Plant projects; NOW, THEREFORE, in consideration of the mutual benefits accruing, it is agreed by and between the parties hereto as follows: 1. Scope of work. The scope of work shall include all services and material necessary to accomplish the above -mentioned objectives in accordance with the Scope of Services that is marked as Exhibit A, attached hereto and incorporated herein by this reference. 2. Payments. The Consultant shall be paid by the City for completed work for services rendered under this Agreement as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. A. Payment for work accomplished under the terms of this Agreement shall be in the amount established for each task as described in Exhibit A, and shall be at the rates set forth on the Fee Schedule set forth in Exhibit B, attached hereto and incorporated herein by this reference. The total amount of this Agreement shall not exceed the sum of Fifty Thousand Dollars ($59.900.88), not including any applicable taxes. h �8Do B. All vouchers shall be submitted by the Consultant to the City for payment pursuant to the terms of this Agreement. Vouchers shall identify the billings for each task order separately. The City shall pay the appropriate amount for each voucher to the Consultant within thirty (30) days of receipt. C. The costs records and accounts pertaining to this Agreement are to be kept for inspection by representatives of the City for a period of three (3) years after final payment. Copies shall be made available upon request. 3. _Ownership and use of documents. All research, tests, surveys, preliminary data, and any and all other work product prepared or gathered by the Consultant in preparation for the services rendered by the Consultant under this Agreement shall be and are the property of the Consultant, provided, however, that: A. All final reports, presentations and testimony prepared by the Consultant shall become the property of the City upon their presentation to and acceptance by the City and shall at that date become the property of the City. B. The City shall have the right, upon reasonable request, to inspect, review, and copy any work product during normal office hours. Documents prepared under this Agreement and in the possession of the Consultant may be subject to public records request and release under Chapter 42.56 RCW. C. In the event that the Consultant shall default on this Agreement or in the event that this Agreement shall be terminated prior to its completion as herein provided, the work product of the Consultant, along with a summary of work done to date of default or termination, shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of work done shall be prepared at no additional cost. D. The City agrees to indemnify Consultant and Consultant's officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs, including but not limited to litigation expenses and attorney's fees arising out of or related to the unauthorized reuse, change, or alteration of the project documents. 4. Period of performance. The period of performance shall be from June 1, 2020 through July 1, 2021. The Consultant shall perform the work authorized by this Agreement promptly in accordance with the receipt of the required governmental approvals. 5. Hold harmless agreement. The Consultant shall defend, indemnify, and hold the City, its officers, officials, and employees harmless from any and all claims, injuries, damages, losses, demands, or suits at law or equity arising from the negligent acts, errors, or omissions of the Consultant in the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. The Consultant shall comply with all applicable sections of the applicable Ethics laws, including Chapter 42.23 RCW, which is the Code of Ethics for regulating contract interest by municipal officers. The Consultant specifically assumes potential liability for actions brought by the Consultant's own employees against the City and, solely for the purpose of this indemnification and defense, the Consultant specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The parties have mutually negotiated this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 6. General and professional liability insurance. The Consultant shall obtain and keep in force during the term of the Agreement, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commission pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the State of Washington. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. D. Professional liability insurance in the amount of one million dollars ($1,000,000) per occurrence and in the aggregate. Excepting the Worker's Compensation Insurance and Professional Liability Insurance secured by the Consultant, the City will be named on all policies as an additional insured. The Consultant shall furnish the City with verification of insurance and endorsements required by the Agreement. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The Consultant shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this Agreement to the City. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the City. The Consultant's professional liability to the City shall be limited to the amount payable under this Agreement or one million dollars ($1,000,000), whichever is the greater, unless modified elsewhere in this Agreement. In no case shall the Consultant's professional liability to third parties be limited in any way. 7. Discrimination prohibited. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, age, sex, sexual orientation, marital status, veteran status, liability for service in the armed forces of the United States, disability, or the presence of any sensory, mental, or physical handicap, or any other protected class status, unless based upon a bona fide occupational qualification. 8. Consultant is an inde endent contractor. The parties intend that an independent contractor relationship will be created by this Agreement. No agent, employee, or representative of the Consultant shall be deemed to be an agent, employee, or representative of the City for any purpose. The Consultant shall be solely responsible for all acts of its agents, employees, representatives, and subcontractors during the performance of this Agreement. 9. Ci!y approval of work and relationships. Notwithstanding the Consultant's status as an independent contractor, results of the work performed pursuant to this Agreement must meet the approval of the City. During pendency of this Agreement, the Consultant shall not perform work for any party with respect to any property located within the City of Edmonds or for any project subject to the administrative or quasi-judicial review of the City without written notification to the City and the City's prior written consent. 10. Termination. This being an Agreement for professional services, either party may terminate this Agreement for any reason upon giving the other party written notice of such termination no fewer than ten (10) days in advance of the effective date of said termination. 11. Integration. This Agreement between the parties shall consist of this document, its Appendices 1 & 2, Exhibits A and B, and Attachment 1, all of which are attached hereto. These writings constitute the entire Agreement of the parties and shall not be amended except by a writing executed by both parties. In the event of any conflict between this written Agreement and any provision of Exhibits A or B or Attachment 1, this Agreement shall control. 12. Chan es/Additional Work. The City may engage the Consultant to perform services in addition to those listed in this Agreement, and the Consultant will be entitled to additional compensation for authorized additional services or materials. The City shall not be liable for additional compensation until and unless any and all additional work and compensation is approved in advance in writing and signed by both parties to this Agreement. If conditions are encountered which are not anticipated in the Scope of Services, the City understands that a revision to the Scope of Services and fees may be required. Provided, however, that nothing in this paragraph shall be interpreted to obligate the Consultant to render or the City to pay for services rendered in excess of the Scope of Services in Exhibit A unless or until an amendment to this Agreement is approved in writing by both parties. 13. Standard of Care. The Consultant represents that the Consultant has the necessary knowledge, skill and experience to perform services required by this Agreement. The Consultant and any persons employed by the Consultant shall perform the work in a professional manner consistent with sound engineering practices, in accordance with the schedules herein and in accordance with the usual and customary professional care required for services of the type described in the Scope of Services. 14. Non -waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 15. Nan -assignable. The services to be provided by the Consultant shall not be assigned or subcontracted without the express written consent of the City. 16. Covenant a ainst contingent fees. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award of making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. ,�:,:, ���, . , ,•„ ,,,:,.,.:;•.,::.,. 17: Com fiia»ce fvitl: lawst ;ThwGonsultant-in the performance of th-is=Asreement shall comply with all applicable Federal, State or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in the Agreement to assure quality of services. Because this Agreement is subject to federal nondiscrimination laws, the Consultant agrees that the provisions of Appendices 1 & 2, attached hereto and incorporated herein by this reference, apply to this Agreement. The Consultant specifically agrees to pay any applicable business and occupation (B & O) taxes which may be due on account of this Agreement. 18. Notices. Notices to the City of Edmonds shall be sent to the following address: Pamela Randolph City of Edmonds Wastewater Treatment Plant 200 2nd Avenue So Edmonds WA 98020 Notices to the Consultant shall be sent to the following address: Greg Mockos, PE BHC Consultants, LLC 950 Pacific Avenue, Suite 905 Tacoma WA 98402 Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the U.S. mails, with proper postage and properly addressed. DATED THIS � ruQ 8 DAY OF , 20 ZD CITY - E DMONDS r � Phil Williams, Public Works Director APPROYED AS TO FORM: Office of the City Attorney RUC CONSULTANTS. LLC. VA*6;-X q &J:r ' 1J tl cE Ael&wTT ts STATE OF WASHINGTON ) ) ss COUNTY OF ) On this day of , 20 , before me the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared , to me known to be the of the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. NOTARY PUBLIC My commission expires: Exhibit A Scope of Services Nuvoda Pilot Testing Engineering Services 1. Scope. The City of Edmonds (City) Wastewater Treatment Plant (WWTP) is a conventional activated sludge WWTP equipped with three primary clarifiers, three aeration basins, and three secondary clarifiers. The WWTP design flows are 9.1 and 11.8 million gallons per day (MGD) for average annual and maximum month, respectively. Typical average annual flows since 2015 are 4.8 MGD. The WWTP Biological Oxygen Demand (BOD) design loads are 15,300 and 19,200 lbs/day for average annual and maximum month, respectively. Typical average annual BOD loading since 2015 is 9,386 lbs/day. The WWTP total suspended solids (TSS) design loads are 11,300 and 15,900 lbs/day for average annual and maximum month, respectively. Typical average annual TSS loading since 2015 is 7,235 lbs/day. The WWTP discharges under National Pollutant Discharge Elimination System (NPDES) Permit No. WA0002470. The City is currently undergoing an extensive upgrade to its solids process with the replacement of the existing sewage sludge incinerator (SSI). Given the ongoing push from the Washington State Department of Ecology (Ecology) to implement nutrient limits (specifically nitrogen) for WWTPs discharging to the Puget Sound, the City is proceeding with a 9-month pilot test of the Nuvoda MOB process. The City believes this technology could enable the City to meet future nutrient limits while minimizing retrofit costs and impacts to the existing WWTP. The pilot test will be split into two phases: Phase I (4 months) and Phase lI (5 months) with the goal of capturing technology performance under a variety of seasonal flow conditions at the WWTP. Phase II will only be conducted if Phase I demonstrates adequate success. The objective of the Scope of Work (SOW) herein, is to provide engineering support to the City for the setup, operation, and data collection of the Nuvoda MOB pilot test; perform an interim performance assessment; and produce a final pilot test report summarizing results. This SOW will be executed solely by BHC Consultants, LLC (BHC) Scope of Work The Scope of Work tasks are separated into four components where applicable: 1. Work Tasks: tasks that will be completed by the Consultant; 2. Receivables: elements that will be provided by the City; 3. Assumptions: assumptions used to develop each Work Task; and 4. Deliverables: the finished product(s) that will be delivered to the City via electronic and hard copy. Exclusions The following items are excluded from this Scope of Work: Preparation and/or development of a WWTP Facility Plan and/or Engineering Report for submittal to Ecology; Development of cost estimates for alternatives; Evaluation of City's conveyance system capacity; Updates to sections and/or chapters of the City General Sewer Plan (GSP); Evaluation or development of new and additional capital improvement project (CIP) items; Financial analysis and planning; Evaluation of industrial dischargers; Updated future population and employment; Design of alternatives; Permitting and other project approvals necessary for construction; Survey or Geotechnical investigations; Special inspection services; Engineering services during construction; and Construction observation services. Estimated Fee The estimated fee for this SOW is $49,800. A breakdown of the estimated fee is included as Exhibit B. Schedule The proposed project schedule includes up to 36 weeks for pilot testing (9 months), 8 weeks for the preparation of the Pilot Testing Report, and 8 weeks for Ecology and City review and approval, for a total project duration of 13 months. Assuming a Notice -to -Proceed in June 2020, it is anticipated that the SOW will be completed in July 2021. This schedule shall be equitably adjusted, if necessary, as the project progresses. Task 1— Project Management Work Tasks: 1.1 Client and Team Coordination. Coordinate with City staff by regular status reports, status meetings, telephone communication, and e-mail during the project. 1.2 Monthly Invoices. Prepare up to fourteen (14) monthly invoices. 1.3 Site Visits. Attend up to three (2) meetings/site visits over the duration of the work, one of which will include a kickoff meeting with the City and Nuvoda to coordinate setup of the pilot system and execution of the pilot testing objectives. Subsequent meetings/site visits will be to review performance and progress of pilot testing objectives. Each site visit will be attended by up to two (2) engineers for four (4) hours per visit including travel to and from the City WWTP. Receivables: None. Assumptions: Site visits will occur at the City WWTP. Deliverables: Fourteen (14) monthly invoices. Site Visit Meeting Notes, as applicable. Task 2 — Pilot Testing Phase I Engineering Support BHC will assist the City with conducting full-scale testing of the Nuvoda MOB process at the WWTP. Pilot testing will be based on the WWTP Nuvoda MOB Process Evaluation and Trial Technical Memo (Tech Memo) (BHC, May 1, 2020) and the Nuvoda pilot testing contract with the City. BHC will help guide implementation of the testing objectives outlined in the Tech Memo. Phase I of the pilot testing will begin in June 2020 with a duration of 4 months. At the conclusion of Phase I, BHC will perform an intermediate performance assessment of the pilot testing results, update the BioWin model (created for the Tech Memo) based on collected pilot data to reassess the feasibility of meeting long-term goals for nitrogen removal, and recommend whether or not the pilot test should continue into Phase II and/or adjustments should be made to the pilot testing objectives based on performance and observations to that point. These assessments and recommendations will be documented in a technical memorandum. Prior to and throughout the pilot testing, BHC will provide as -needed engineering support for process mechanical systems related to setup and operation of the pilot system. Work Tasks: 2.1 Pilot Testing Support. Provide engineering assistance related to setup of the Nuvoda MOB system including instrumentation, supplemental alkalinity and other items as required. Provide assistance during pilot testing by reviewing data and responding to questions from the City and Nuvoda regarding interpretation of results and execution of the pilot objectives. 2.2 Intermediate Pilot Test Performance Assessment and Technical Memorandum. Upon completion of the first 4 months of dry weather pilot testing (Phase I), assess pilot test performance and potential for meeting future treatment goals for total inorganic nitrogen by reviewing collected data. Update the BioWin model to reflect actual operating conditions and performance of the pilot system and make pilot system and WWTP operational adjustments as informed by the updated model results. Prepare a technical memorandum summarizing the data and findings. Receivables: City review comments on the Draft Intermediate Pilot Test Performance Assessment Technical Memorandum. Assumptions: City and Ecology review comments will not require additional data collection or significant reevaluation of data. Electrical, structural, and instrumentation design support will not be required. City will provide review comments to BHC deliverables under this task within ten (10) working days. CAD work will not be required for preparation of the report. Deliverables: Draft and Final Intermediate Pilot Test Performance Assessment Technical Memorandum (submitted in electronic PDF format only). Task 3 — Pilot Testing Phase II Engineering Support Shall Phase I of the pilot testing yield promising results as documented in the Intermediate Pilot Test Performance Assessment Technical Memorandum described in Task 2, BHC will assist the City with the second, 5-month Phase II full-scale testing of the Nuvoda MOB process at the WWTP. Upon completion of Phase II, BHC will analyze the results, make further updates the BioWin model as warranted, make a final assessment on the feasibility of the Nuvoda MOB process meeting long-term goals, prepare a report to summarize results of the testing, and, as appropriate, make recommendations regarding implementation of the Nuvoda MOB process. This report will build upon the earlier technical memorandum and be submitted to Ecology for review and approval. If approved by Ecology, the City may elect to modify the existing facilities to support a permanent installation under a separate contract. Prior to and throughout the pilot testing, BHC will provide as -needed engineering support for process mechanical, structural, and electrical systems related to setup and operation of the pilot system. Work Tasks: 3.1 Pilot Testing Support. Provide engineering assistance related to setup of the Nuvoda MOB system including instrumentation, supplemental alkalinity and other items as required. Provide assistance during pilot testing by reviewing data and responding to questions from the City and Nuvoda regarding interpretation of results and execution of the pilot objectives. 3.2 Pilot Testing Report. Review documentation provided by Nuvoda summarizing their review of the pilot test. Compile the data into a spreadsheet. Prepare tables and graphs summarizing operation and performance of the pilot system and demonstrating efficacy of the Nuvoda MOB process. Make further updates to the BioWin model as warranted based on the additional data collected. Reevaluate the potential for the Nuvoda MOB process to meet future treatment goals. Identify the recommended operating parameters, establish design criteria, and develop a schematic design of the proposed system. Prepare a Draft and Final Nuvoda MOB Process Pilot Testing Report summarizing the setup, operation, performance, and results of the pilot testing, as well as any recommendations for implementation. The draft report will be reviewed by both the City and Jacobs. A final report will be submitted to Ecology. BHC will respond to Ecology comments and issue a revised report if required. Receivables: City review comments on the Draft Nuvoda MOB Process Pilot Testing Report. Assumptions; City and Ecology review comments will not require additional data collection or significant reevaluation of data. City will provide review comments to BHC deliverables under this task within ten (10) working days. Electrical, structural, and instrumentation design support will not be required. The Nuvoda MOB Process Pilot Testing Report will not include preliminary design, equipment layout, equipment sizing, vendor coordination/selection, and CAD drawing development. CAD work will not be required for preparation of the report. Any documentation provided by Nuvoda will be included as an appendix to the Nuvoda MOB Process Pilot Testing Report. Deliverables: Draft and Final Nuvoda MOB Process Pilot Testing Report. Draft copies of the report will be distributed electronically. Up to five (5) hard copies of the final report will be sent to the City and one (1) hard copy of the final report sent to Ecology. 2. Authorization t Proceed. Any services performed by the Consultant that will result in costs billed to the City, shall be performed only after receipt of a written Task Order signed by the Public Works. Director; or in her/his absence, the Wastewater Treatment Plant Manager. The City is not obligated or required to authorize any payment or any services performed by the Consultant without a written Task Order. 3. Task Orders. A Task Order will be issued for each separate task that the City requests the Consultant to perform. Prior to issuance of a Task Order, City staff and the Consultant shall agree upon the scope of services for the task and cost of the task (either lump sum or time -and -expenses with a not -to -exceed amount). For all Task Orders exceeding $7,000, the Consultant shall submit a written scope and fee estimate prior to issuance of a Task Order. Task Orders shall be issued on the Task Order Form included as Attachment 1 to this Scope of Services. Compensation. Compensation for each Task Order shall be on either a lump sum or time -and -expenses (not -to -exceed) basis. When compensation will be on a time -and -expenses basis, the hourly billing rates charged for labor shall be as indicated in Exhibit B to the Professional Services Agreement. Compensation by the City for Consultant's outside expenses and sub -consultant costs will be at the actual direct cost to the Consultant plus seven percent (7%). ■■ar 99 ¥i® ®§ ■ § --.- --- ®--- -- - � � ��8� !�a !�■@ 2§'2 � '«m ■■i & f $ ; � $ -- --■ §H R5§ 44R@ ■ � � § ama a7az F� N$■ §§�� 7 J }� 2 2 - mA4 - ■ | - � ^2 �z,■ , .�■ ( a E e � 7 | & I g kk) k\$ § § �:92 � �*� k ' ll2����7�/ 2� AR •mow li I I\ } ,:.; a K Nil � 1. 141, t I'A ,-1+, YT P t.VF_ a . L: L_� qW Task Order No. Task Title Consultant Consultant Contact Person ATTACHMENT 1 =TASK ORDER FORM TASK ORDER City of Edmonds ON -CALL ENGINEERING SERVICES Phone No. City of Edmonds Requester Pamela Randolph Phone No. 425-771-0237 City Project No. / Budget Line No. Reimbursable? ❑ Yes> by (Name, address & phone no. of person/organization Mio %trill reimburse the City) No DESCRIPTION OF TASK ASSIGNIUEN1 ❑ ^ F] Per attached Scope of Services Site Address or Location COMPE1VSADON LUMP SUM -Compensation for these services shall be a lump Sum of S ❑ TIME AND MATERIAL -Compensation for these services will he on a Time and Materials basis, not to exceed $ without written authorization. ❑ Approved budget attached (if applicable. Required if cost exceeds $7,000.) SCHEDULE The Consultant shall complete the services described above, By (Date) ❑ In accordance with the attached schedule. All provisions of the Agreement for On -Call Engineering Services dated shall be in full force and effect for this Task Order. APPROVED: CITY OF EDMONDS By Pamela Randolph Signature Title WWTP Manager Date CONSULTANT By Siguntur Title aTrit— (/ICE AF514&-^V7— Date 3 �o� APPENDIX 1 (Appendix A of USDOT 1050.2A Standard Title VI Assurances) During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest (hereinafter collectively referred to as the "Consultant") agrees as follows: l . Compliance with Regulations: The Consultant/Contractor shall comply with the acts and regulations relative to nondiscrimination in federally -assisted programs of the United States Department of Transportation (USDOT), Title 49, Code of Federal Regulations, Part 21 (49 CFR 21), as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination: The Consultant/Contractor, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Con sultant/Contractor shall not participate directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR 21. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Consultant/ Contractor for work to be performed under a subcontract, including procurement of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant/Contractor of the Consultant's/Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, national origin, sex, age, disability, income -level, or LEP. Information and Reports: The Consultant/Contractor shall provide all information and reports required by the Regulations and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the appropriate state or federal agency to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a Consultant/Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant/Contractor shall so certify to the City, or state or federal agency, as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the Consultant's/Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such contract sanctions as it or the appropriate state or federal agency may determine to be appropriate, including, but not limited to: • Withholding of payments to the Con sultant/Contractor under the Agreement until the Consultant/Contractor complies; and/or ■ Cancellation, termination, or suspension of the Agreement, in whole or in part. 6. Incorporation of Provisions: The Con sultant/Contractor shall include the provisions of the above paragraphs one (1) through five (5) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Consultant/Contractor shall take such action with respect to any subcontractor or procurement as the City or appropriate state or federal agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if the Consultant/Contractor becomes involved in, or is threatened with, litigation by a subcontractor or supplier as a result of such direction, the Consultant/ Contractor may request that the City enter into such litigation to protect the interests of the City; or may request that the appropriate state agency enter into such litigation to protect the interests of the State of Washington. In addition, the Consultant/Contractor may request the appropriate federal agency enter into such litigation to protect the interests of the United States. APPENDIX 2 (Appendix E of USDOT 1050.2A Standard Title VI Assurances) During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest (hereinafter referred to as the "Consultant") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non -Discrimination Authorities: ■ Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); ■ Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non -Discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Person with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure the LEP person have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).