Common use of IT IS MUTUALLY AGREED Clause in Contracts

IT IS MUTUALLY AGREED. 1. The term of this Agreement shall be from the date first written above through and including June 30, 2020, or until the construction of all improvements contemplated herein has been completed and accepted by the DEPARTMENT, whichever occurs first, save and except the responsibility for maintenance, as specified herein. 2. Costs associated with this Agreement will be administered in accordance with the cost principles contained in 2 CFR Part 200. Indirect costs are eligible for reimbursement. The CITY’s indirect rate shall be approved by its cognizant federal agency and that approval provided to the DEPARTMENT. Fringe benefit rates must be approved by the DEPARTMENT on an annual basis to be eligible for reimbursement. 3. The description of the PROJECT may be changed in accordance with Federal requirements and by mutual written consent of the parties. 4. Each party agrees to complete a joint final inspection prior to final acceptance of the work by the DEPARTMENT. 5. The following is a summary of the estimated PROJECT costs and available funds: Total Estimated PROJECT Costs: DEPARTMENT Construction Engineering Costs: $ 5,000.00 CITY Construction Costs $ 240,430.00 Available Funding Sources: Federal TAP Funds: $ 233,159.00 CITY Match Funds: $ 12,271.00 6. The CITY may not incur any reimbursable PROJECT costs until this Agreement is executed by both parties, and the DEPARTMENT has issued a written “Notice to Proceed.” The “Notice to Proceed” includes the “project end date,” which establishes the limit of federal participation for a project or phase of work associated with a project. The “project end date” is mutually established by both parties in conformance with the requirements of 2 CFR Part 200. The CITY is responsible for any costs incurred on the PROJECT after the “project end date.” The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any costs incurred after the “project end date.” 7. The total PROJECT costs shall be determined by adding the total costs incurred by the DEPARTMENT and the CITY for construction engineering, and construction costs. The CITY match will be calculated using the applicable percentage of the total PROJECT costs eligible for Federal funding. Subject to budgeted appropriations and the allocation of sufficient funds by the governing body of the CITY prior to entering into this Agreement, the CITY is responsible for one hundred percent (100%) of all costs not eligible for Federal funding. The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any of those costs. Eligible PROJECT costs are those costs as defined in 2 CFR Part 200, and the XXX. 8. All right-of-way for the PROJECT is in place and no utility facilities, having prior rights or franchise agreements that require the CITY to pay for any relocation, will require relocation to accommodate the PROJECT. If it is subsequently determined that this is inaccurate, a written amendment to this Agreement designating the party having financial responsibility for such costs shall be required. 9. An alteration requested by either party which substantially changes the services provided for by the expressed intent of this Agreement shall be considered extra work and shall be specified in a written amendment which will set forth the nature and scope thereof. The method of payment for such extra work shall be specified at the time the amendment is written. 10. The CITY’s total estimated PROJECT costs may not be an accurate reflection of the final cost. The final costs may vary widely depending on the Contractor’s bid prices. The parties acknowledge and agree that the total estimated PROJECT costs set forth herein are only estimates and that in no event shall the DEPARTMENT or federal funding portion exceed the total obligated amount, as established in Article I, Paragraph 3.

IT IS MUTUALLY AGREED. 1. The term of this Agreement shall be from the date first written above through and including June 30December 31, 20202018, or until the construction of all improvements contemplated herein has been completed and accepted by the DEPARTMENT, whichever occurs first, save and except the responsibility for maintenance, maintenance as specified herein. 2. Costs associated with this Agreement will be administered in accordance with the cost principles contained in 2 CFR Part 200. 225 and other guidance including but not limited to those listed in Attachment B. Indirect costs are not eligible for reimbursement. The reimbursement unless the CITY’s indirect rate shall be is approved by its the cognizant federal agency and that approval is provided to the DEPARTMENT. Fringe benefit rates must be approved by the DEPARTMENT on an annual basis to be eligible for reimbursement. 3. The description of the PROJECT may be changed in accordance with Federal requirements and by mutual written consent of the parties. 4. Each party agrees to complete a joint final inspection prior to final acceptance of the work by the DEPARTMENT. 5. The following is a summary of the estimated TOTAL ESTIMATED PROJECT costs COSTS and available funds: Total Estimated PROJECT DEPARTMENT Preliminary Engineering Costs: $ 5,000.00 CITY Preliminary Engineering Costs: $ 300,000.00 DEPARTMENT Right-of-Way Costs: $ 10,000.00 Right-of-Way Costs: $ 2,000,000.00 DEPARTMENT Construction Engineering Costs: $ 5,000.00 11,300.00 CITY Construction Costs Engineering Costs: $ 240,430.00 Available Funding Sources300,000.00 Construction Costs: $ 3,252,647.00 TOTAL ESTIMATED PROJECT COSTS: $ 5,878,947.00 AVAILABLE FUNDING SOURCES: Federal TAP SAFETEA-LU High Priority Projects Funds: $ 233,159.00 5,585,000.00 CITY Match Funds: $ 12,271.00 293,947.00 TOTAL PROJECT FUNDING: $ 5,878,947.00 6. The CITY may not incur any reimbursable PROJECT costs COSTS until this Agreement is executed by both parties, and the DEPARTMENT has issued a written “Notice to Proceed.” The “Notice to Proceed” includes the “project end date,” which establishes the limit of federal participation for a project or phase of work associated with a project. The “project end date” is mutually established by both parties in conformance with the requirements of 2 CFR Part 200. The CITY is responsible for any costs incurred on the PROJECT after the “project end date.” The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any costs incurred after the “project end date.” 7. The total TOTAL PROJECT costs COSTS shall be determined by adding the total direct costs incurred by the DEPARTMENT and the CITY for preliminary engineering, completing the NEPA process and acquiring environmental permits and clearances, right-of-way engineering, right-of-way acquisition, the relocation of utilities, construction engineering, and construction costs. The CITY match will be calculated using the applicable percentage of the total TOTAL PROJECT costs COSTS eligible for Federal funding. Subject to budgeted appropriations and the allocation of sufficient funds by the governing body of the CITY prior to entering into this Agreement, the CITY is responsible for one hundred percent (100%) of all costs not eligible for Federal funding. The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any of those costs. Eligible ELIGIBLE PROJECT costs COSTS are those costs as defined in 2 CFR Part 200the applicable Federal OMB Circulars, and the XXX.including but not limited to those listed on Attachment B. 8. All right-of-way for the PROJECT is in place and no utility facilities, having prior rights or franchise agreements that require the CITY to pay for any relocation, will require relocation to accommodate the PROJECT. If it is subsequently determined that this is inaccurate, a written amendment to this Agreement designating the party having financial responsibility for such costs shall be required. 9. An alteration requested by either party which substantially changes the services provided for by the expressed intent of this Agreement shall be considered extra work and shall be specified in a written amendment which will set forth the nature and scope thereof. The method of payment for such extra work shall be specified at the time the amendment is written. 109. The CITY’s total estimated TOTAL ESTIMATED PROJECT costs COSTS may not be an accurate reflection of the final cost. The final costs may vary widely depending on the Contractor’s bid prices. The parties acknowledge and agree that the total estimated TOTAL ESTIMATED PROJECT costs COSTS set forth herein are only estimates and that in no event shall the DEPARTMENT or federal funding portion exceed the total obligated amount, as established in Article I, Paragraph 34.

IT IS MUTUALLY AGREED. 1. The term of this Agreement shall be from the date first written above through and including June 30, 20202030, or until the construction of all improvements contemplated herein has been completed and accepted by the DEPARTMENT, whichever occurs first, save and except the responsibility for maintenance, maintenance as specified herein. 2. Costs associated with this Agreement will be administered in accordance with the cost principles contained in 2 CFR Part 200. Indirect costs are eligible for reimbursement. The CITY’s indirect rate shall be approved by its cognizant federal agency and that approval provided to the DEPARTMENT. Fringe benefit rates must be approved by the DEPARTMENT on an annual basis to be eligible for reimbursement. 3. The description of the PROJECT may be changed in accordance with Federal requirements and by mutual written consent of the parties. 4. Each party agrees to complete a joint final inspection prior to final acceptance of the work by the DEPARTMENT. 5. The following is a summary of the estimated PROJECT costs and available funds: Total Estimated PROJECT DEPARTMENT Preliminary Engineering Costs: $ 5,000.00 CITY Preliminary Engineering Costs: $ 43,240.00 DEPARTMENT Construction Engineering Costs: $ 5,000.00 CITY City Construction Costs Engineering Costs: $ 240,430.00 53,960.00 Construction Costs: $ 879,116.00 Total Estimated PROJECT Costs: $ 986,316.00 Available Funding Sources: Federal TAP Funds: $ 233,159.00 937,000.00 CITY Match Funds: $ 12,271.0049,316.00 Total PROJECT Funding: $ 986,316.00 6. The CITY may not incur any reimbursable PROJECT costs until this Agreement is executed by both parties, and the DEPARTMENT has issued a written “Notice to Proceed.” The “Notice to Proceed” includes the “project end date,” which establishes the limit of federal participation for a project or phase of work associated with a project. The “project end date” is mutually established by both parties in conformance with the requirements of 2 CFR Part 200. The CITY is responsible for any costs incurred on the PROJECT after the “project end date.” The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any costs incurred after the “project end date.” 7. The total PROJECT costs shall be determined by adding the total costs incurred by the DEPARTMENT and the CITY for preliminary engineering, completing the NEPA process and acquiring environmental permits and clearances, construction engineering, and construction costs. The CITY match will be calculated using the applicable percentage of the total PROJECT costs eligible for Federal funding. Subject to budgeted appropriations and the allocation of sufficient funds by the governing body of the CITY prior to entering into this Agreement, the CITY is responsible for one hundred percent (100%) of all costs not eligible for Federal funding. The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any of those costs. Eligible PROJECT costs are those costs as defined in 2 CFR Part 200, and the XXX. 8. All right-of-way for the PROJECT is in place and no utility facilities, having prior rights or franchise agreements that require the CITY to pay for any relocation, will require relocation to accommodate the PROJECT. If it is subsequently determined that this is inaccurate, a written amendment to this Agreement designating the party having financial responsibility for such costs shall be required. 9. An alteration requested by either party which substantially changes the services provided for by the expressed intent of this Agreement shall be considered extra work and shall be specified in a written amendment which will set forth the nature and scope thereof. The method of payment for such extra work shall be specified at the time the amendment is written. 10. The CITY’s total estimated PROJECT costs may not be an accurate reflection of the final cost. The final costs may vary widely depending on the Contractor’s bid prices. The parties acknowledge and agree that the total estimated PROJECT costs set forth herein are only estimates and that in no event shall the DEPARTMENT or federal funding portion exceed the total obligated amount, as established in Article I, Paragraph 3.

IT IS MUTUALLY AGREED. 1. The term of this Agreement shall be from the date first written above through and including June 30, 20202023, or until the construction purchase of all improvements equipment contemplated herein has been completed and accepted by the DEPARTMENT, whichever occurs first, save and except the responsibility for maintenance, maintenance as specified herein. 2. Costs associated with this Agreement will be administered in accordance with the cost principles contained in 2 CFR Part 200. Indirect costs are eligible for reimbursement. The CITY’s indirect rate shall be approved by its cognizant federal agency and that approval provided to the DEPARTMENT. Fringe benefit rates must be approved by the DEPARTMENT on an annual basis to be eligible for reimbursement. 3. The description of the PROJECT may be changed in accordance with Federal requirements and by mutual written consent of the parties. 4. Each party agrees to complete a joint final inspection prior to final acceptance of the work by the DEPARTMENT. 5. The following is a summary of the estimated PROJECT costs and available funds: Total Estimated PROJECT Costs: DEPARTMENT Construction Engineering Costs2 RRFBs and 4 Speed Signs Purchase: $ 5,000.00 CITY Construction Costs $ 240,430.00 35,790.00 Available Funding Sources: Federal TAP STBG Funds: $ 233,159.00 $34,000.00 CITY Match Funds: $ 12,271.001,790.00 65. The CITY may not incur any reimbursable PROJECT costs until this Agreement is executed by both parties, and the DEPARTMENT has issued a written “Notice to Proceed.” The “Notice to Proceed” includes the “project end date,” which establishes the limit of federal participation for a project or phase of work associated with a project. The “project end date” is mutually established by both parties in conformance with the requirements of 2 CFR Part 200. The CITY is responsible for any costs incurred on the PROJECT after the “project end date.” The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any costs incurred after the “project end date.” 76. The total PROJECT costs shall be determined by adding the total costs incurred by the DEPARTMENT and the CITY for construction engineering, the purchase of the RRFB and construction costsSpeed Signs. The CITY match will be calculated using the applicable percentage of the total PROJECT costs eligible for Federal funding. Subject to budgeted appropriations and the allocation of sufficient funds by the governing body of the CITY prior to entering into this Agreement, the CITY is responsible for one hundred percent (100%) of all costs not eligible for Federal funding. The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any of those costs. Eligible PROJECT costs are those costs as defined in 2 CFR Part 200, and the XXX. 8. All right-of-way for the PROJECT is in place and no utility facilities, having prior rights or franchise agreements that require the CITY to pay for any relocation, will require relocation to accommodate the PROJECT. If it is subsequently determined that this is inaccurate, a written amendment to this Agreement designating the party having financial responsibility for such costs shall be required. 97. An alteration requested by either party which substantially changes the services provided for by the expressed intent of this Agreement shall be considered extra work and shall be specified in a written amendment which will set forth the nature and scope thereof. The method of payment for such extra work shall be specified at the time the amendment is written. 108. The CITY’s total estimated PROJECT costs may not be an accurate reflection of the final cost. The final costs may vary widely depending on the Contractor’s bid prices. The parties acknowledge and agree that the total estimated PROJECT costs set forth herein are only estimates and that in no event shall the DEPARTMENT or federal funding portion exceed the total obligated amount, as established in Article I, Paragraph 3. 9. Bid documents shall be reviewed by the DEPARTMENT for conformity with the Agreement terms. The CITY acknowledges that review by the DEPARTMENT does not include detailed review or checking of major components and related details or the accuracy and sufficiency of such deliverables. 10. This Agreement may be terminated by mutual consent of both parties without cause. The parties expressly agree that this Agreement shall be terminated upon written notification if for any reason Federal and/or State and/or CITY funding ability to satisfy this Agreement is withdrawn, limited, or impaired. 11. Should this Agreement be terminated by the CITY for any reason prior to the completion of the PROJECT, or the Agreement is terminated by the DEPARTMENT due to the CITY’s failure to perform, the CITY shall reimburse the DEPARTMENT for any payments made to the CITY and any PROJECT costs incurred by the DEPARTMENT. 12. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally in hand, by telephonic facsimile or electronic mail with simultaneous regular mail, or mailed certified mail, return receipt requested, postage prepaid on the date posted, and addressed to the other party at the address set forth below: Attn: Xxxx Xxxxxxxxxx, P.E. Local Public Agency Project Manager Nevada Department of Transportation Roadway Design 0000 Xxxxx Xxxxxxx Xxxxxx Carson City, Nevada 89701 Phone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxxx@xxx.xx.xxx FOR CITY: Xxxx X. Xxxxxxx, P.E., Assistant City Manager Attn: Xxxxx Xxxx, P.E., Transportation Manager City of Sparks 000 Xxxxxx Xxx Sparks, NV 89431 Phone: (000) 000-0000 Fax: (000) 000-0000 E-mail: xxxxx@xxxxxxxxxxxx.xx 13. Up to the limitation of law, including, but not limited to, NRS Chapter 41 liability limitations, each party shall be responsible for all liability, claims, actions, damages, losses, and expenses, caused by the negligence, errors, omissions, recklessness or intentional misconduct of its own officers and employees. 14. The parties do not waive and intend to assert available NRS Chapter 41 liability limitations in all cases. Agreement liability of both parties shall not be subject to punitive damages. Actual damages for any DEPARTMENT or CITY breach shall never exceed the amount of funds which have been appropriated for payment under this Agreement, but not yet paid, for the fiscal year budget in existence at the time of the breach. 15. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Nevada. The parties consent to the exclusive jurisdiction of the Nevada state district courts for enforcement of this Agreement. 16. The illegality or invalidity of any provision or portion of this Agreement shall not affect the validity of the remainder of the Agreement, and this Agreement shall be construed as if such provision did not exist, and the unenforceability of such provision shall not be held to render any other provision or provisions of this Agreement unenforceable. 17. Failure to declare a breach or the actual waiver of any particular breach of the Agreement and or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach. 18. Except as otherwise expressly provided herein, all property presently owned by either party shall remain in such ownership upon termination of this Agreement, and there shall be no transfer of property between the parties during the course of this Agreement. 19. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create any rights in any person or entity, public or private, a third party beneficiary status hereunder, or to authorize anyone not a party to this Agreement to maintain a suit pursuant to the terms or provisions of this Agreement. 20. Each party agrees to keep and maintain under generally accepted accounting principles full, true, and complete records and documents pertaining to this Agreement and to present to the DEPARTMENT, FHWA, the U.S. Department of Transportation’s Inspector General, the Comptroller General of the United States or any of their duly authorized representatives, at any reasonable time, such information for inspection, examination, review, audit, and copying at any office where such records and documentation are maintained. Such records and documentation shall be maintained for three (3) years after final payment is made. 21. The parties are associated with each other only for the purposes and to the extent set forth in this Agreement. Each party is and shall be a public agency separate and distinct from the other party and shall have the right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for one agency whatsoever with respect to the indebtedness, liabilities, and obligations of the other agency or any other party. 22. In connection with the performance of work under this Agreement, the parties agree not to discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability, pregnancy, sexual orientation, genetic information (XXXX) or gender identity or expression, including, without limitation, with regard 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 without limitation apprenticeship. The parties further agree to insert this provision in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw materials. 23. Pursuant to all applicable laws including but not limited to the Civil Rights Act of 0000, xxx Xxxxxxx Xxxxxxx Xxx of 1973, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, Executive Order 12898 (Environmental Justice), and Executive Order 13166 (Limited English Proficiency), the parties shall ensure that no person shall on the grounds of race, color, national origin, sex, age, and handicap/disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity conducted by the recipient regardless of whether those programs and activities are federally-funded or not. 24. Neither party shall assign, transfer or delegate any rights, obligations or duties under this Agreement without the prior written consent of the other party. 25. The parties hereto represent and warrant that the person executing this Agreement on behalf of each party has full power and authority to enter into this Agreement and that the parties are authorized by law to engage in the cooperative action set forth herein. 26. Pursuant to NRS 239.010, information or documents may be open to public inspection and copying. The parties will have the duty to disclose unless a particular record is confidential by law or a common law balancing of interests. 27. Each party shall keep confidential all information, in whatever form, produced, prepared, observed or received by that party to the extent that such information is confidential by law. 28. All references herein to federal and state code, law, statutes, regulations and circulars are to them, as amended. 29. This Agreement shall not become effective until and unless approved by appropriate official action of the governing body of each party. 30. This Agreement constitutes the entire agreement of the parties and as such is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in connection with the subject matter hereof. Unless an integrated attachment to this Agreement specifically displays a mutual intent to amend a particular part of this Agreement, general conflicts in language between any such attachment and this Agreement shall be construed consistent with the terms of this Agreement. Unless otherwise expressly authorized by the terms of this Agreement, no modification or amendment to this Agreement shall be binding upon the parties unless the same is in writing and signed by the respective parties hereto and approved by the Attorney General.

IT IS MUTUALLY AGREED. 1. The term of this Agreement shall be from the date first written above through and including June 30, 20202021, or until the construction of all improvements contemplated herein has been completed and accepted by the DEPARTMENT, whichever occurs first, save and except the responsibility for maintenance, maintenance as specified herein. 2. Costs associated with this Agreement will be administered in accordance with the cost principles contained in 2 CFR Part 200. Indirect costs are eligible for reimbursement. The CITY’s ’S indirect rate shall be approved by its cognizant federal agency and that approval provided to the DEPARTMENT. Fringe benefit rates must be approved by the DEPARTMENT on an annual basis to be eligible for reimbursement. 3. The description of the PROJECT may be changed in accordance with Federal requirements and by mutual written consent of the parties. 4. Each party agrees to complete a joint final inspection prior to final acceptance of the work by the DEPARTMENT. 5. The following is a summary of the estimated PROJECT costs and available funds: Total Estimated PROJECT Costs: DEPARTMENT Construction Engineering Costs: $ 5,000.00 CITY Construction Costs Costs: $ 240,430.00 Available Funding Sources: 295,000.00 Federal TAP STBG Funds: $ 233,159.00 285,000.00 CITY Match Funds: $ 12,271.0015,000.00 Total PROJECT Funding: $ 300,000.00 Additional CITY Funds not part of this AGREEMENT $ $78,400.00 6. The CITY may not incur any reimbursable PROJECT costs until this Agreement is executed by both parties, and the DEPARTMENT has issued a written “Notice to Proceed.” The “Notice to Proceed” includes the “project end date,” which establishes the limit of federal participation for a project or phase of work associated with a project. The “project end date” is mutually established by both parties in conformance with the requirements of 2 CFR Part 200. The CITY is responsible for any costs incurred on the PROJECT after the “project end date.” The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any costs incurred after the “project end date.” 7. The total PROJECT costs shall be determined by adding the total costs incurred by the DEPARTMENT and the CITY for construction engineering, and construction costs. The CITY match will be calculated using the applicable percentage of the total PROJECT costs eligible for Federal funding. Subject to budgeted appropriations and the allocation of sufficient funds by the governing body of the CITY prior to entering into this Agreement, the CITY is responsible for one hundred percent (100%) of all costs not eligible for Federal funding. The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any of those costs. Eligible PROJECT costs are those costs as defined in 2 CFR Part 200, and the XXX. 8. All right-of-way for the PROJECT is in place and no utility facilities, having prior rights or franchise agreements that require the CITY to pay for any relocation, will require relocation to accommodate the PROJECT. If it is subsequently determined that this is inaccurate, a written amendment to this Agreement designating the party having financial responsibility for such costs shall be required. 9. An alteration requested by either party which substantially changes the services provided for by the expressed intent of this Agreement shall be considered extra work and shall be specified in a written amendment which will set forth the nature and scope thereof. The method of payment for such extra work shall be specified at the time the amendment is written. 10. The CITY’s total estimated PROJECT costs may not be an accurate reflection of the final cost. The final costs may vary widely depending on the Contractor’s bid prices. The parties acknowledge and agree that the total estimated PROJECT costs set forth herein are only estimates and that in no event shall the DEPARTMENT or federal funding portion exceed the total obligated amount, as established in Article I, Paragraph 3.

IT IS MUTUALLY AGREED. 1. The term of this Agreement shall be from the date first written above through and including June 30, 2020, or until the construction of all improvements contemplated herein has been completed and accepted by the DEPARTMENT, whichever occurs first, save and except the responsibility for maintenance, as specified herein2022. 2. Costs associated with this Agreement will be administered in accordance with the cost principles contained in 2 CFR Part 200. Indirect costs are eligible for reimbursement. The CITYLOCAL AGENCY’s indirect rate shall be approved by its cognizant federal agency and that approval must be provided to the DEPARTMENT. Fringe benefit rates must be approved by the DEPARTMENT on an annual basis in order to be eligible for reimbursement. 3. The description of the PROJECT may be changed in accordance with Federal requirements and by mutual written consent of the partiesparties hereto. 4. Each party agrees to complete a joint final inspection review of PROJECT materials prior to final acceptance of the work by the DEPARTMENT. 5. The following is a summary of the estimated PROJECT costs and available funds: Total Estimated PROJECT Costs: DEPARTMENT Construction Engineering LOCAL AGENCY Planning Study Costs: $ 5,000.00 CITY Construction Costs $ 240,430.00 $684,211 Available Funding Sources: $650,000 Surface Transportation Block Grant Statewide (Federal TAP Funds: $ 233,159.00 CITY ): State Gas Tax Match Funds: $ 12,271.00$34,211 6. The CITY LOCAL AGENCY may not incur any reimbursable PROJECT costs until this Agreement is executed by both parties, and the DEPARTMENT has issued a written “Notice to Proceed.” The “Notice to Proceed” includes the “project end date,” which establishes the limit of federal participation for a project or phase of work associated with a project. The “project end date” is mutually established by both parties in conformance with the requirements of 2 CFR Part 200. The CITY LOCAL AGENCY is responsible for any costs incurred on the PROJECT after the “project end date.” The CITY LOCAL AGENCY agrees that the DEPARTMENT and the State of Nevada are not responsible for any costs incurred after the “project end date.” 7. The total eligible PROJECT costs shall be determined by adding based upon the total costs incurred amount of the awarded Federal Surface Transportation Block Grant Statewide Program and State Gas Tax funds, as awarded by the DEPARTMENT and the CITY for construction engineeringLOCAL AGENCY, and construction costssubject to federally budgeted appropriations. The CITY match will be calculated using the applicable percentage of the total PROJECT costs eligible for Federal funding. Subject to budgeted appropriations and the allocation of sufficient funds by the governing body of the CITY prior to entering into this Agreement, the CITY LOCAL AGENCY is responsible for one hundred percent (100%) of all costs not eligible for Federal or State funding. The CITY LOCAL AGENCY agrees the DEPARTMENT and the State of Nevada are not responsible for any of those costs. Eligible PROJECT costs are those costs as defined in 2 CFR Part 200, 200 and the XXX. 8. All right-of-way for the PROJECT is in place and no utility facilities, having prior rights or franchise agreements that require the CITY to pay for any relocation, will require relocation to accommodate the PROJECT. If it is subsequently determined that this is inaccurate, a written amendment to this Agreement designating the party having financial responsibility for such costs shall be required. 9. An alteration requested by either party which substantially changes the services provided for by the expressed intent of this Agreement shall be considered extra work and shall be specified in a written amendment which will set sets forth the nature and scope thereof. The method of payment for such extra work shall be specified at the time the amendment is written. 9. PROJECT materials shall be reviewed by the DEPARTMENT for conformity with the Agreement terms. The LOCAL AGENCY acknowledges that review by the DEPARTMENT does not include detailed review or checking of major components and related details or the accuracy and sufficiency of such deliverables. 10. The CITY’s total estimated PROJECT costs This Agreement may not be an accurate reflection terminated by mutual consent of the final cost. The final costs may vary widely depending on the Contractor’s bid pricesboth parties without cause. The parties acknowledge and expressly agree that this Agreement shall be terminated upon written notification if for any reason Federal and/or State and/or LOCAL AGENCY funding ability to satisfy this Agreement is withdrawn, limited, or impaired. 11. Should this Agreement be terminated by the total estimated LOCAL AGENCY for any reason prior to the completion of the PROJECT, or the Agreement is terminated by the DEPARTMENT due to the LOCAL AGENCY’s failure to perform, the LOCAL AGENCY shall reimburse the DEPARTMENT for any payments made to the LOCAL AGENCY and any PROJECT costs set forth herein are only estimates incurred by the DEPARTMENT. Because this PROJECT will be completed in three phases, however, LOCAL AGENCY and DEPARTMENT specifically agree that in no event shall LOCAL AGENCY will not be required to reimburse DEPARTMENT for payments or costs that were incurred for an already completed phase of the PROJECT. The exception to this will be that if the phase is not accepted as completed by the DEPARTMENT or federal funding portion if it does not have utility and provide improvements for the region as defined in the first paragraph of Attachment A. 12. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally in hand, by telephonic facsimile or electronic mail with simultaneous regular mail, or mailed certified mail, return receipt requested, postage prepaid on the date posted, and addressed to the other party at the address set forth below: Attn: Xxxx Xxxxx Division Chief Multimodal Planning Nevada Department of Transportation 0000 Xxxxx Xxxxxxx Xxxxxx Carson City, Nevada 89712 Phone: (000) 000-0000 Fax: (000) 000-0000 E - mail address: xxxxxx@xxx.xx.xxx FOR LOCAL AGENCY: Xxxxx Xxxxxxx Xxxxxx Area Metropolitan Planning Organization (CAMPO) 0000 Xxxxx Xxx Xxxxxx Xxxx, Xxxxxx 00000 Phone: 000-000-0000 Fax: 000-000-0000 Email: XXxxxxxx@xxxxxx.xxx 13. Up to the limitation of law, including, but not limited to, NRS Chapter 41 liability limitations, each party shall be responsible for all liability, claims, actions, damages, losses, and expenses, caused by the negligence, errors, omissions, recklessness or intentional misconduct of its own officers and employees. 14. The parties do not waive and intend to assert available NRS Chapter 41 liability limitations in all cases. Agreement liability of both parties shall not be subject to punitive damages. Actual damages for any DEPARTMENT or LOCAL AGENCY breach shall never exceed the total obligated amountamount of funds which have been appropriated for payment under this Agreement, but not yet paid, for the fiscal year budget in existence at the time of the breach. 15. This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed according to, the laws of the State of Nevada. The parties consent to the exclusive jurisdiction of the Nevada state district courts for enforcement of this Agreement. 16. The illegality or invalidity of any provision or portion of this Agreement shall not affect the validity of the remainder of the Agreement, and this Agreement shall be construed as if such provision did not exist, and the unenforceability of such provision shall not be held to render any other provision or provisions of this Agreement unenforceable. 17. Failure to declare a breach or the actual waiver of any particular breach of the Agreement and or its material or nonmaterial terms by either party shall not operate as a waiver by such party of any of its rights or remedies as to any other breach. 18. Except as otherwise expressly provided herein, all property presently owned by either party shall remain in such ownership upon termination of this Agreement, and there shall be no transfer of property between the parties during the course of this Agreement. 19. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create any rights in any person or entity, public or private, a third party beneficiary status hereunder, or to authorize anyone not a party to this Agreement to maintain a suit pursuant to the terms or provisions of this Agreement. 20. Each party agrees to keep and maintain under generally accepted accounting principles full, true, and complete records and documents pertaining to this Agreement and to present to the DEPARTMENT, FHWA, the U.S. Department of Transportation’s Inspector General, the Comptroller General of the United States or any of their duly authorized representatives, at any reasonable time, such information for inspection, examination, review, audit, and copying at any office where such records and documentation are maintained. Such records and documentation shall be maintained for three (3) years after final payment is made. 21. The parties are associated with each other only for the purposes and to the extent set forth in this Agreement. Each party is and shall be a public agency separate and distinct from the other party and shall have the right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture, to create relationships of an employer-employee or principal-agent, or to otherwise create any liability for one agency whatsoever with respect to the indebtedness, liabilities, and obligations of the other agency or any other party. 22. In connection with the performance of work under this Agreement, the parties agree not to discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability, pregnancy, sexual orientation, genetic information (XXXX) or gender identity or expression, including, without limitation, with regard 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 without limitation apprenticeship. The parties further agree to insert this provision in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw materials. 23. Pursuant to all applicable laws including but not limited to the Civil Rights Act of 0000, xxx Xxxxxxx Xxxxxxx Xxx of 1973, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, Executive Order 12898 (Environmental Justice), and Executive Order 13166 (Limited English Proficiency), the parties shall ensure that no person shall on the grounds of race, color, national origin, sex, age, and handicap/disability, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity conducted by the recipient regardless of whether those programs and activities are federally-funded or not. 24. Neither party shall assign, transfer or delegate any rights, obligations or duties under this Agreement without the prior written consent of the other party. 25. The parties hereto represent and warrant that the person executing this Agreement on behalf of each party has full power and authority to enter into this Agreement and that the parties are authorized by law to engage in the cooperative action set forth herein. 26. Pursuant to NRS 239.010, information or documents may be open to public inspection and copying. The parties will have the duty to disclose unless a particular record is confidential by law or a common law balancing of interests. 27. Each party shall keep confidential all information, in whatever form, produced, prepared, observed or received by that party to the extent that such information is confidential by law. 28. All references herein to federal and state code, law, statutes, regulations and circulars are to them, as established amended. 29. This Agreement shall not become effective until and unless approved by appropriate official action of the governing body of each party. 30. This Agreement constitutes the entire agreement of the parties and as such is intended as a complete and exclusive statement of the promises, representations, negotiations, discussions, and other agreements that may have been made in Article Iconnection with the subject matter hereof. Unless an integrated attachment to this Agreement specifically displays a mutual intent to amend a particular part of this Agreement, Paragraph 3general conflicts in language between any such attachment and this Agreement shall be construed consistent with the terms of this Agreement. Unless otherwise expressly authorized by the terms of this Agreement, no modification or amendment to this Agreement shall be binding upon the parties unless the same is in writing and signed by the respective parties hereto and approved by the Attorney General.

IT IS MUTUALLY AGREED. 1. The term of this Agreement shall be from the date first written above through and including June 30, 20202026, or until the construction of all improvements contemplated herein has been completed and accepted by the DEPARTMENT, whichever occurs first, save and except the responsibility for maintenance, maintenance as specified herein. 2. Costs associated with this Agreement will be administered in accordance with the cost principles contained in 2 CFR Part 200. Indirect costs are eligible for reimbursement. The CITY’s indirect rate shall be approved by its cognizant federal agency and that approval provided to the DEPARTMENT. Fringe benefit rates must be approved by the DEPARTMENT on an annual basis to be eligible for reimbursement. 3. The description of the PROJECT may be changed in accordance with Federal requirements and by mutual written consent of the parties. 4. Each party agrees to complete a joint final inspection prior to final acceptance of the work by the DEPARTMENT. 5. The following is a summary of the estimated PROJECT costs and available funds: Total Estimated PROJECT Costs: DEPARTMENT Preliminary Engineering Costs: $ 15,954.00 CITY Preliminary Engineering Costs: $ 498,415.00 CITY Right-of-way Costs: $ 47,670.00 DEPARTMENT Construction Engineering Costs: $ 5,000.00 31,908.00 CITY Construction Engineering Costs: $ 50,000.00 CITY Construction Costs $ 240,430.00 6,381,543.00 Available Funding Sources: Federal TAP STBG Funds: $ 233,159.00 475,000.00 CITY Match Funds: $ 12,271.0025,000.00 Federal INFRA Funds: $ 6,525,490.00 6. The CITY may not incur any reimbursable PROJECT costs until this Agreement is executed by both parties, and the DEPARTMENT has issued a written “Notice to Proceed.” The “Notice to Proceed” includes the “project end date,” which establishes the limit of federal participation for a project or phase of work associated with a project. The “project end date” is mutually established by both parties in conformance with the requirements of 2 CFR Part 200. The CITY is responsible for any costs incurred on the PROJECT after the “project end date.” The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any costs incurred after the “project end date.” 7. The total PROJECT costs shall be determined by adding the total costs incurred by the DEPARTMENT and the CITY for preliminary engineering, completing the NEPA process and acquiring environmental permits and clearances, right-of-way engineering, right-of-way acquisition, the adjustment of utilities, construction engineering, and construction costs. The CITY match will be calculated using the applicable percentage of the total PROJECT costs eligible for Federal funding. Subject to budgeted appropriations and the allocation of sufficient funds by the governing body of the CITY prior to entering into this Agreement, the CITY is responsible for one hundred percent (100%) of all costs not eligible for Federal funding. The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any of those costs. Eligible PROJECT costs are those costs as defined in 2 CFR Part 200, and the XXX. 8. All right-of-way for the PROJECT is in place and no utility facilities, having prior rights or franchise agreements that require the CITY to pay for any relocation, will require relocation to accommodate the PROJECT. If it is subsequently determined that this is inaccurate, a written amendment to this Agreement designating the party having financial responsibility for such costs shall be required. 9. An alteration requested by either party which substantially changes the services provided for by the expressed intent of this Agreement shall be considered extra work and shall be specified in a written amendment which will set forth the nature and scope thereof. The method of payment for such extra work shall be specified at the time the amendment is written. 109. The CITY’s total estimated PROJECT costs may not be an accurate reflection of the final cost. The final costs may vary widely depending on the Contractor’s bid prices. The parties acknowledge and agree that the total estimated PROJECT costs set forth herein are only estimates and that in no event shall the DEPARTMENT or federal funding portion exceed the total obligated amount, as established in Article I, Paragraph 3.

IT IS MUTUALLY AGREED. 1. The term of this Agreement shall be from the date first written above through and including June 30, 20202019, or until the construction of all improvements contemplated herein has been completed and accepted by the DEPARTMENT, whichever occurs first, save and except the responsibility for maintenance, maintenance as specified herein. 2. Costs associated with this Agreement will be administered in accordance with the cost principles contained in 2 CFR Part 200. Indirect costs are eligible for reimbursement. The CITY’s indirect rate shall be approved by its cognizant federal agency and that approval provided to the DEPARTMENT. Fringe benefit rates must be approved by the DEPARTMENT on an annual basis to be eligible for reimbursement. 3. The description of the PROJECT may be changed in accordance with Federal requirements and by mutual written consent of the parties. 4. Each party agrees to complete a joint final inspection prior to final acceptance of the work by the DEPARTMENT. 5. The following is a summary of the estimated PROJECT costs and available funds: Total Estimated PROJECT Costs: DEPARTMENT Preliminary Engineering Costs: $ 5,000.00 DEPARTMENT Construction Engineering Costs: $ 5,000.00 CITY Construction Costs $ 240,430.00 Costs: $260,000.00 Available Funding Sources: Federal TAP Funds: $ 233,159.00 $256,500.00 CITY Match Funds: $ 12,271.0013,500.00 6. The CITY may not incur any reimbursable PROJECT costs until this Agreement is executed by both parties, and the DEPARTMENT has issued a written “Notice to Proceed.” The “Notice to Proceed” includes the “project end date,” which establishes the limit of federal participation for a project or phase of work associated with a project. The “project end date” is mutually established by both parties in conformance with the requirements of 2 CFR Part 200. The CITY is responsible for any costs incurred on the PROJECT after the “project end date.” The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any costs incurred after the “project end date.” 7. The total PROJECT costs shall be determined by adding the total costs incurred by the DEPARTMENT for preliminary engineering, completing the NEPA process and acquiring environmental permits and clearances, construction engineering, and the CITY for construction engineering, and construction costsconstruction. The CITY match will be calculated using the applicable percentage of the total PROJECT costs eligible for Federal funding. Subject to budgeted appropriations and the allocation of sufficient funds by the governing body of the CITY prior to entering into this Agreement, the CITY is responsible for one hundred percent (100%) of all costs not eligible for Federal funding. The CITY agrees the DEPARTMENT and the State of Nevada are not responsible for any of those costs. Eligible PROJECT costs are those costs as defined in 2 CFR Part 200, and the XXX. 8. All right-of-way for the PROJECT is in place and no utility facilities, having prior rights or franchise agreements that require the CITY to pay for any relocation, will require relocation to accommodate the PROJECT. If it is subsequently determined that this is inaccurate, a written amendment to this Agreement designating the party having financial responsibility for such costs shall be required. 9. An alteration requested by either party which substantially changes the services provided for by the expressed intent of this Agreement shall be considered extra work and shall be specified in a written amendment which will set forth the nature and scope thereof. The method of payment for such extra work shall be specified at the time the amendment is written. 10. The CITY’s total estimated PROJECT costs may not be an accurate reflection of the final cost. The final costs may vary widely depending on the Contractor’s bid prices. The parties acknowledge and agree that the total estimated PROJECT costs set forth herein are only estimates and that in no event shall the DEPARTMENT or federal funding portion exceed the total obligated amount, as established in Article I, Paragraph 3.