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HomeMy WebLinkAboutR-2025-132 Resolution authorizing an agreement with the Washington State Commuter ServiceRESOLUTION NO. R-2025-132 A RESOLUTION authorizing an agreement with the Washington State Department of Transportation to fund the Yakima -Ellensburg Commuter, WHEREAS, since November 2011 the City of Yakima (City) has participated in providing the Yakima -Ellensburg Commuter, a bus service connecting the City of Yakima with the City of Ellensburg; and WHEREAS, the City, Central Washington University, City of Selah, City of Ellensburg and the Washington State Department of Transportation (WSDOT) have all participated in funding the Yakima -Ellensburg Commuter; and WHEREAS, for the July 1, 2025 — June 30, 2027, grant -funding period, WSDOT has awarded funding in the amount of $952,000 to the City to be used for the Yakima -Ellensburg Commuter service; and WHEREAS, in order to receive funding for this program, it is necessary for the City and WSDOT to enter into Grant Agreement PTD1121 setting forth the terms, conditions, and requirements to fund the program; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAK A: The City Manager is hereby authorized to enter into Grant Agreement with the Washington State Department of Transportation, attached hereto and incorporated herein, for funding the Yakima -Ellensburg Commuter in the amount of Nine Hundred and Fifty -Two Thousand Dollars ($952,000). ADOPTED BY THE CITY COUNCIL this 2nd day of September, 2025. Patricia Byers,,`Iayor AIIEST: Rosalind a Ibarra, City Clerk WWashington State A; Department of Transportation Agreement Number Term of Agreement Vendor*/ PTD1121 Public Transportation Division 310 Maple Park Avenue S.E. P.0, Box 47387 Olympia, WA 98504-7387 WSDOT Contact: Kristin Melcher WSDOT kristioxrielchwawsdot,w,7i,sgpv WSDOT Phone: 564-233-1354 Consolidated Grant Program Operating Grant Agreement July 1, 2025 through June 30, 2027 SW00071220 2 UEI FJNNX1XFJ9K3 ALN # / ALN Name Indirect Cost Rate 20.509 No R&D Service Area Kittitas anct Yakima Counties Grantee: Yakima Transit Contact: Email: 2301 Frultvale Blvd Yakima, WA 98902-1225 Scott Schafer Scott.Schafer@yakirnawa.gov THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter "WSDOT," and the Grantee identified above, hereinafter the "GRANTEE," individually the "PARTY" and collectively the 'PARTIES: WHEREAS, the State of Washington in its Sessions Laws of 2025, ESSB 5161, Sections 221 and 308, authorizes funding for Public Transportation Programs and other special proviso funding as identified in the budget through its 2025-2027 biennial appropriations to WSDOT; and WHEREAS, the GRANTEE has requested funds for the project(s) or program(s) shown under the heading titled "Funding by Project" (hereinafter known as the "Project(s)") which has been selected by WSDOT for funding assistance. NOW THEREFORE, in consideration of the terms, conditions, covenants, and performances contained herein, or attached and incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: Section 1 SCOPE OF WORK AND BUDGET Funding by Project Project Title: Yakima -Ellensburg Commuter Continued Operations UPIN # N/A Scope of Work: Sustain commuter transportation service for the general public between Yakima and Ellensburg. Type of Funds Percentage Current Funds Projected Funds Total Funds State Rural Mobiltty 0.96% 518,000 518,000 State Transit Support (MMA) 17.99% 5336,000 $336,000 FTA 5311 50,00% $934,000 5934,000 Projected Grant Funds 50 50 Grant Funds 88.95% ,,$1,288,000 SO $1.288.0 ' Grantee's Funds 31.05% 5580,000 50 $580,000 Total Project 100‘Y. 51,868,008 SO 51,868,000 Budget: Current State Funds reflect total funding appropriated by the Washington State Legislature for the 2025-2027 biennium. As applicable, Federal Funds are subject to availability of federal apportionments and obligation by the Federal Transit Administration (FTA). Yakima Transit PTD1121 Page 1 of 18 Federal Award Information FTA 5311 Federal Award Identification # WA-2025-052 Year 2025 Federal Award Date 7/2/2025 Budget Period Start Date 12/21/2025 Budget Period End Date 3/30/2028 Period of Performance Start Date 7/2/2025 Period of Performance End Date 3/30/2025 Total WSDOT Apportionment $20,362,849 Amount Committed to the Subrecipient $934,000 Amount Obligated to the Subrecipient $934,000 Yakima Transit PTD1121 Page 2 of 18 Section Purpose mfAgreement A. The purpose ofthis AGREEMENT is for VVGO[)Tto provide funds to the GRANTEE for public transportation services that meet the needs ofpersons inthe State ofWashington. B. If this AGREEMENT includes any funding with federal funds, in addition to the requirements of Sections 1 through 34 of the AGREEMENT the GRANTEE will also comply with all requirements imposed by, or pursuant to 49 USC chapter 53, all other applicable federal laws, regulations and requirements and the requirements set forth in Exhibit }. Federal Provisions for this AGREEMENT that Includes Federal Funds (Grant Agreement), which is attached hereto and by this reference incorporated into this AGREEMENT, "Federal Provisions ." Section Scope pfProject The GRANTEE shall undertake and complete the Project described and detailed in Section 1~ Smope of Work. The GRANTEE nhmU operate the service within the service area described in Section 1,inaccordance with the terms and conditions ofthis AGREEMENT. Section Term of Agreement The GRANTEE shall commence, perform, and complete the work identified under this AGREEMENT within the time defined in the caption space header titled "Term of Agreement" on this AGREEMENT regardless of the date of signature and execution of this AGREEMENT unless terminated as provided herein. Section General Compliance Assurance The GRANTEE agrees to comply with all instructions as prescribed in VVSDOT'a Consolidated Grants Program Guidebooh, hereinafter referred to as the ''Guidebook^, and any amendments thereto, found at, vvh|oh by this reference iafully incorporated herein. The GRANTEE agrees that VVSOOT, and/or https�/hmsdoLvva.qov/busineoo-vvodohboants/oub]ic-transportmdmn qrants/monaqe'youppub|io'transportadmn'qrantouthnrizedVV8D[JTrapnweentaUws.ehaUhave not only the right tomonitor the compliance ofthe GRANTEE with respect tothe provisions ofthis AGREEMENT but also have the right to seek judicial enforcement with regards to any nno#er arising under this AGREEMENT. Section GRANTEE'sShare mfProject Cpsts A. The Total Project CostshaUnotexcoed[heamounts detailed inSection 1.The GRANTEE agnawo to expend eligible funds, together with any GR4NTEE's Funds eHnnabsd for the Project, in an amount sufficient to complete the Project. |fntany time the GRANTEE becomes evvone that the cost of the Project will exceed or be |eom than the amount identified in Section 1. the GRANTEE shall notify VVSDOT in writing within thirty (80) calendar days ofmaking that determination. Nothing in Section 6(A)' nhu|| preclude the requirements specified inSection 7(B)for payments ot the end ofthe biennium, B. Minimum Match: The GRANTEE isrequired to provideaminimum match nffunds for the Project as identified in Section 1, indicated as GRANTEE's Funds. Yakima Transit Page aof 18 Section Reimbursement and Payment A. Payment will be made by VV8D[T on a reimbursable basis for actual costs and expenditures incurred while performing eligible direct and related indirect Project work during the life of the Project. Payment is subject to the submission to and approval by WSDOT of properly prepared invoices that substantiate the costs and expenses submitted by the GRANTEE for reimbursemenL Failure to send in progress reports and financial information as required in Section 9 —Reports may delay payment. The GRANTEE shall submit an invoice detailing and supporting the costs incurred. Such invoices may be submitted no more than once per month and no less than once per year, during the course of this AGREEMENT. If approved by WSDOT, properly prepared invoices shall be paid by VV8[)OTvvithin thirty (30) days of receipt of the invoice. B. The GRANTEE shall submit aninvoice for completed work (nthe same state fiscal year in which it was incurred. Pursuant to RCW 43.88.020(13) "fiscal year" is defined as the year beginning July I st and ending the following June 30th. Reimbursement requests must be received no later than July 15 of the following state fiscal year. If the GRANTEE is unable boprovide aninvoice bythis date, the GRANTEE shall provide anestimate of the charges to be billed so VVSD{JT may accrue the expenditures in the proper fiscal year. Any payment request received after the 1irnefreme prescribed above will not be eligible for reimbursement. Section Assignments and Subcontracts /4. The GRANTEE shall submit to VV8D[)T a copy of any contneot, amandmnent, or change order thereto pertaining to this Project for review and documentation. This includes any completed Project fmci|itieoand/orinfrastruutum*undertbinAGREEyNENT.orcdherectionn obligating the GRANTEE in any manner with any third party with respect to its rights and responsibilities under this AGREEMENT, including any leasing and/or lending the Project orany part thereof tobgused byanyone not under the GFQ\NTEE'odirect supervision. B. The GRANTEE mQnaos to include all applicable sections of the AGREEMENT such as Section 5, Sections 8 through 20. and Section 27, in each subcontract and in all contracts it enters into for the employment of any individual, procurement of any materials, orthe performance ofany work tobeaccomplished under this AGREEMENT. Section Anti —lobbying A. |tinVVSDCO-spolicy that nofunds awarded through the agency bograntees can bmused for lobbying activities. B. GRANTEEs who receive an award through WSDOT shall certify on an annual basis that the awarded funds are not used for lobbying activities. This certification may be provided espart ofthe Certification & Assurances annual submittal. Yakima Transit ppne 4 of,o Smctiom1Q Reports A. The GRANTEE shall prepare quarterly reports regarding services provided pursuant to this AGREEMENT and other related information as prescribed in the Guidebook, and any amendments thareto, vvkiohovor is app|ioab|e, or as requested by VVGDQT. Due to Legislative and VVSC}OT reporting oequinannento, any required quarterly progress napoda shall be submitted for the duration of the AGREEMENT period regardless of whether the underlying funding sources have been exhausted. Post -grant annual performance reporting may also be required as prescribed in the Guidebook. Those reports include, but are not limited to: 1. Project Passenger Trips Provided 2. Project Service Hours Provided 3. Project Revenue Service Miles Provided 4. Narrative Progress Report 5. Financial Status/Summaries of the Project. B. Failure to nlaat any of the above -identified report submittal Un1eUnen may result in the GRANTEE being considered to be in breach of contract and "Not In Good Standing" as defined |nthe Guidebook referenced inSection 5-General Compliance Assurance of this agreement. Failure to meet the above -identified report submittal timelines may also prevent the GRANTEE from receiving future PT F(idaehare grant funds in the next biennium. Section 11 Energy Credit To the extent GRANTEE namaivea any monies from the aa|a or disposition of energy crediba, decarbonization credits, environmental cnaditm, or any other monies through its participation of like program. GRANTEE agrees to reinvest those monies into services and projects consistent with the STATE'Spublic transportation grant program. GRANTEE'S obligation tureinvest these monies under this provision shall be in an amount no less than the proportion of the STATE'G funding ofthis AGREEMENT. Smction12 No Obligation by the State Government No contract between the GRANTEE and any contractor or subcontractor shall oneoUa any obligation orliability for VV8OOT with regard to this AGREEMENT without VV3OOT's specific written conoont, notwithstanding its concurrence in, or approval of. the award of any contract or subcontract orthe solicitations thereof. Section 13 Personal Liability mfPublic Officers No officer or employee of VV8OOT shall be personally liable for any an1e or failure to act in connection with this AGREEMENT, it being understood that in such matters they are acting solely aaagents ofVVSDOT. Yakima Transit Page our1a Section 14 Ethics A. Relationships with Employees and Officers ofVVSO[)T. The GRANTEE shall not extend any |oan, gratuity or gift of money in any form whatsoever to any employee orofficer of VVSOOT. nor shall GRANTEE knowingly rent nrpurchase any equipment and materials from any employee orofficer ofVV8D0T. B. Employment ofFormer VVGDOTEmployees. The GRANTEE hereby warrants that itshall not engage on e full-time, part-time, or another basis during the period of this AGREEMENT, any professional or technical personnel who are or have been, at any time during the period of this AGREEMENT, in the employ ofVVSD[]T without the written consent ofVVSD[)T. Section 15 Civil rights The GRANTEE shall not discriminate on the basis of race, color, national ohgin, or sex in the ovvan1 and performance cfany VVS[}OT-omoinbad contract oriuthe administration of its public transportation services. Section 16 Compliance with Laws and Regulations A. The GRANTEE agrees toabide byall applicable state and federal laws and regulations including but not limited to, those concerning employment, equal opportunity employment, nondiscrimination assurances, p Ientrecord keeping necessary tn evidence compliance with such federal and state laws and regulations, and retention of all such records. The GRANTEE will adhere to all applicable nondiscrimination provisions in chapbor48.80 RCVV. B. Additionally, the GRANTEE agrees Uncomply, msapplicable, with the following: 1. SBS874Move Ahead Washington 2. F<CVV7UA.Q2Healthy Environmental for All (HEAL)ACT, 3. RCVV7O/\.85.28OClimate Commitment ACT, and 4. Chapter 4g4ORiCVV—Minimum Wage Requirements & Labor Standards 5. Chapter 43.21C RCVV- State Environmental Policy Act (8EPA) 0. Executive Order 21-02Archeological and Cultural Resources C. Except when m federal statute or regulation preempts state or local |avv, no provision of the AGREEMENT shall require the GRANTEE to observe or enforce compliance with any provision, perform any other act, or du any other thing in contravention of state or local law. If any provision or compliance with any provision of this AGREEMENT violates state or local |avv or would require the GRANTEE to violate state or |nom| |avv. the GRANTEE agrees to notify VVSDOT immediately in writing. Should this oonur. VVSQC)T and the GRANTEE agree to make appropriate arrangements to proceed with or, if necessary, expeditiously, terminate the AGREEMENT. Yakima Transit Page sorm Section 17 Environmental and Regulatory Requirements The GRANTEE agrees to secure any necessary local, state, and federal permits and approvals, and comply with all applicable requirements of Chapter 43.21 C RCW State Environmental Policy Act (SEPA). The GRANTEE agrees to comply with all applicable requirements of Executive Order 21-02, Archaeological and Cultural Resources, for all capital construction projects or land acquisitions not undergoing Section 106 review under the National Historic Preservation Act of 1966 (Section 106). Section 18 Accounting Records A. Project Accounts. The GRANTEE agrees to establish and maintain for the Project either a separate set of accounts or separate accounts within the framework of an established accounting system that can be identified with the Project. The GRANTEE agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily accessible and available to WSDOT upon request, and, to the extent feasible, kept separate from documents not pertaining to the Project. B. Documentation of Project Costs and Program Income. The GRANTEE agrees to support all allowable costs charged to the Project, including any approved services contributed by the GRANTEE or others, with properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and propriety of the charges. The GRANTEE also agrees to maintain accurate records of all program income derived from implementing the Project. Section 19 Audits, Inspection, and Retention of Records Submission of Proceedings, Contracts, Agreements, and Other Documents. During the performance period of the Project and for six (6) years thereafter, the GRANTEE agrees to retain intact and to provide any data, documents, reports, records, contracts, and supporting materials relating to the Project as WSDOT may require. Project closeout does not alter these recording and record -keeping requirements. Should an audit, enforcement, or litigation process be commenced, but not completed, during the aforementioned six -year period then the GRANTEE's obligations hereunder shall be extended until the conclusion of that pending audit, enforcement, or litigation process. A. General Audit Requirements. The GRANTEE agrees to obtain any other audits required by WSDOT at GRANTEE's expense. Project closeout will not alter the GRANTEE's audit responsibilities. B. Inspection. The GRANTEE agrees to permit WSDOT and the State Auditor, or their authorized representatives, to inspect all Project work materials, payrolls, and other data, and to audit the books, records, and accounts of the GRANTEE and its contractors pertaining to the Project. The GRANTEE agrees to require each third party to permit WSDOT, and the State Auditor or their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records involving that third party contract, and to audit the books, records, and accounts involving that third party contract as it affects the Project. Yakima Transit PTD1121 Page 7 of 18 Section 20 Labor Provisions Overtime Requ|nannnnUa. No GRANTEE or subcontractor contracting for any part of the Project work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. The GRANTEE will comply with all applicable provisions ofTitle 4SRCVV.Labor Regulations. Smctimn21 Changed Conditions Affecting Performance The GRANTEE hereby agrees to immediately notify WSDOT of any change in conditions or law, orofany other event, which may affect its ability to perform the Project in ecnonjanma with the provisions of this AGREEMENT. Section 22 Coordination ofSpecial Needs Transportation It is the policy ufVV8[>OT to actively support the coordination of special needs transportation in the state. As a condition of momiobanoe. the GRANTEE in required to participate in local coordinated planning as led by GRANTEE's relevant Metropolitan Planning Organization (MPO) and/or Regional Transportation Planning Organization (RTP[}). Persons with special transportation needs means those pen;mno, including their personal obendanto, who because of physical or mental dimabUih/, income otatuo, or egg one unable to transport themselves or purchase transportation. Section 23 Remedies for Misuse mrNoncompliance. |fVVSO(]T determines that the Project has been used in a manner rnateha|k/ different from Section 1- Scope of Work, VVSDOT may direct the GRANTEE to repay VV8DQT the State - funded share of the Project. VVSD{3T may also withhold payments should it determine that the GRANTEE has failed bm materially comply with any provision ofthis AGREEMENT. Section 34 Disputes A. Disputes. Oinputen, arising in the performance of this AGREEMENT, which are not resolved by agreement of the PARTIES, shall be decided in writing by the WSDOT Public Transportation Division Assistant Director ordesignee. This decision ohoD be final and conclusive unless within ten (10) days from the date of the GR\NTEE'a receipt of VVGDOT'svxhtten decision, the GRANTEE mails orotherwise furnishes a written appeal to the Director ofthe Public Transportation Division or the Director's designee. The GR\NTEE'sappeal shall bedecided inwriting bythe Director of the Public Transportation Division within thirty (30) days of receipt of the appeal by the Director of the Public Transportation Division or the Director's designee. The decision shall be binding upon the GRANTEE and the GRANTEE shall abide bythe decision. B. Performance During Dispute. Unless otherwise directed bvVV8OOT'the GRANTEE shall continue performance under this AGREEMENT while matters in dispute are being resolved. Yakima Transit Page acx1a C. Claims for Damages. Should either PARTY to this AGREEMENT suffer injury or damage to person, property, or right because of any act or omission of the other PARTY or any of that PARTY's employees, agents or others for whose acts it is legally liable, a claim for damages therefore shall be made in writing to such other PARTY within thirty (30) days after the first observance of such injury or damage. D. Rights and Remedies. All remedies provided in this AGREEMENT are distinct and cumulative to any other right or remedy under this document or afforded by law or equity, and may be exercised independently, concurrently, or successively and shall not be construed to be a limitation of any duties, obligations, rights and remedies of the PARTIES hereto. No action or failure to act by WSDOT or the GRANTEE shall constitute a waiver of any right or duty afforded any of them under this AGREEMENT, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. E. Venue and Process In the event that either PARTY deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the PARTIES hereto agree that any such action shall be initiated in the Superior Court of the State of Washington situated in Thurston County. The PARTIES agree that the laws of the State of Washington shall apply. Section 25 Termination A. Termination for Convenience. WSDOT and/or the GRANTEE may suspend or terminate this AGREEMENT, in whole or in part, and all or any part of the financial assistance provided herein, at any time by written notice to the other PARTY. WSDOT and the GRANTEE shall agree upon the AGREEMENT termination provisions including but not limited to the settlement terms and conditions, and in the case of partial termination the portion to be terminated. Written notification must set forth the reasons for such termination, the effective date, and in case of a partial termination the portion to be terminated. However if, in the case of partial termination, WSDOT determines that the remaining portion of the award will not accomplish the purposes for which the award was made, WSDOT may terminate the award in its entirety. The PARTIES may terminate this AGREEMENT for convenience for reasons including, but not limited to, the following: 1. The requisite funding becomes unavailable through the failure of appropriation or otherwise; 2. WSDOT determines, in its sole discretion, that the continuation of the Project would not produce beneficial results commensurate with the further expenditure of funds; 3. The GRANTEE is prevented from proceeding with the Project as a direct result of an Executive Order of the President with respect to the prosecution of a war or in the interest of national defense; or an Executive Order of the President or Governor of the State with respect to the preservation of energy resources; 4. The GRANTEE is prevented from proceeding with the Project by reason of a temporary, preliminary, special, or permanent restraining order or injunction of a court of competent jurisdiction where the issuance of such order or injunction is primarily caused by the acts or omissions of persons or agencies other than the GRANTEE; or 5. The State Government determines that the purposes of the statute authorizing the Project would not be adequately served by the continuation of financial assistance for the Project; Yakima Transit PTD1121 Page 9 of 18 B. In the case of termination for convenience under subsections A-1-5 above, yVSO[/T shall reimburse the GRANTEE for all coats payable under this AGREEMENT that the GRANTEE properly incurred prior to termination. The GRANTEE ahoU promptly submit its claim for reimbursement hoVV8DOT. |fthe GRANTEE has any property inits possession belonging to VVSD{}T. the GRANTEE will account for the same, and dispose of it in the rnannerVV8OOT C. Termination for Default, \NSOOTmay suspend orterminate this AGREEMENT for default, in whole nrinpart, and all nrany part ofthe financial assistance provided herein, atany time by written notice to the GRANTEE, if the GRANTEE materially breaches or fails to perform any of the requirements of this AGREEMENT, including: 1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT.which under the procedures of this AGREEMENT would have required the approval of WSDOT; 2. Jeopardizes its ability to perform pursuant to this AGREEMENT, United States of America laws, Washington state |mvvn. or local governmental |avva under which the GRANTEE operates; 3. Fails to make reasonable pnogvaoo on the Project or violates this AGREEMENT in m vvey that endangers substantial performance ofthe Project; or 4. Fails to perform in the manner called for in this AGREEMENT or fails to comply with, or is inmaterial violation of, any provision ofthis AGREEMENT. VVSQC>Tshall serve onotice of termination on the GRANTEE setting forth the manner in which the GRANTEE is in default hereunder. If it is later determined by VV8DOT that the GRANTEE had an excusable reason for not pedbrming, such as events which are not the fault of or are beyond the control of the GRANTEE, such as a strike, fire or flood, WSDOT may: (a) allow the GRANTEE to continue work after setting up a new delivery of performance schedule, or(b)treat the termination msmtermination for convenience. O. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow the GRANTEE ten (10) business days, or such longer period as determined by WSDOT, in which tocure the defect. |nsuch case, the notice oftermination will state the time period inwhich cure is permitted and other appropriate conditions. If the GRANTEE hsi|e to remedy to VVSODT`s satisfaction the breach ordefault within the bnneframeand under the conditions set forth in the notice of termination, WSDOT shall have the right to terminate this AGREEMENT without any further obligation tothe GRANTEE. Any such termination for default shall not in any way operate topreclude VVSDOTfrom also pursuing all available remedies against the GRANTEE and its sureties for said breach ordefault. E. In the event that WSDOT elects to waive its remedies for any breach by the GRANTEE of any oovenant, term or condition of this AGREEK0ENT, such waiver by VVSDC[7 oh;d| not limit VVSD[>T'a remedies for any succeeding breach nfthat nrnfany other term, covenant, or condition ofthis AGREEMENT. F. |fthis AGREEMENT iaterminated, whether for convenience o,for default, before the specified end date set forth in the caption header, ~Tann of Agreement", VVS[){)T and the GRANTEE shall execute an amendment bothis AGREEMENT identifying the termination dote and the reason for termination. Yakima Transit Page 1onr1n Swctimn2G Forbearance bwWS0OTNot a Waiver Any forbearance by WSDOT in exercising any right or remedy hereunder, or otherwise afforded byapplicable law, shall not beawaiver oforpreclude the exercise Vfany such right orremedy. Swction37 Lack mfWaiver In no event shall any WSDOT payment of grant funds to the GRANTEE constitute or be construed as a waiver UyVVSQC)T of any GRANTEE breach, or default. Such payment nhm|| in no way impair orprejudice onyr|ghtorronnedyavei|ab|e&mVV8DC[Twithreopecttoonybuaoohordefau1t. Section 28 Limitation of Liability A. The GRANTEE shall indernnifv, defond, and hold harmless VVSOOT, its aQonb;, ennp|oymes, and officers and process and defend atits own expense any and all doimma, demands, suits at law or equity, actions, penalties, losses, damages, or costs (hereinafter referred to collectively as "claims"), of whatsoever kind or nature brought against WSDOT, arising out of, in connection with or incident to the execution of this AGREEMENT and/or the GRANTEE's performance or failure to perform any aspect of this AGREEMENT. This indemnity and defense provision applies to all claims e9m|ned VVSDOT, its o@ents, employees, and officers arising out of, inconnection with, orincident tothe negligent acts or omissions of the GRANTEE, its agenta, amp|oyeas, mfOcers, and subcontnators of any tier. ProVidmd, hmvvever, that nothing herein ohm|| require the GRANTEE to indernn|fv, defend, and hold harmless or defend VV5QC)T, its ngnntn, ennp|nyeee, or officers to the extant that claims are omuemd by the sole negligent mc10 or omissions ofVVS[)OT, its ggents, employees or officers; and provided further that ifsuch u|oinna result from the concurrent negligence of (a) the GRANTEE its employees, agents, officers or GRANTEEs and (b)the STATE, its employees or authorized agents, or involves those actions covered byHCVV4.24.115. the indemnity and defense provisions provided herein shall be valid and mnhnrnonb|e only to the extent of the negligence of the (3RANTEE, its emp|oyeea, officers, authorized agents, and/or GF|ANTEEo. The indernnifioationand hold harmless provision shall survive termination ofthis AGREEMENT. B. The GRANTEE shall be deemed an independent GRANTEE for all purpoaem, and the employees ofthe GRANTEE orits subcontractors and the employees thereof, shall not |n any manner hadeemed tobethe employees mYVVSDC)T. C. The GRANTEE agrees that its obligations under this AGREEMENT extend to any claim, dernand, and/or cause of action by, or on behalf of its employees or agents vvhi|g performing under this AGREEMENT. For this purpose, the GRANTEE, by MUTUAL NEGOT|AT|ON, hereby waives any immunity that would otherwise be available to it against such claims under the Industrial Insurance provisions ioTitle 51 RCVV. O. In the event either the GRANTEE or VV8DOT incurs attorneys feaa, costs or other legal expenses to enforce the provisions of this section ofthis AGREEMENT against the other PARTY, all such fees, costs and expenses shall be recoverable by the prevailing PARTY. Yakima Transit poso11 m10 Section 29 Agreement Modifications Either PARTY may request changes to this AGREEMENT. Any changes to the terms of this AGREEMENT must be mutually agreed upon and incorporated by written amendment tothis AGREEMENT. Such written amendment to this AGREEMENT shall not be binding or valid unless signed by the persons authorized to bind from each of the PARTIES. Prwvided, however, that changes tnthe federal award identification number, DUNS, project bUe.federa||[}nunnber.CFOA number, milestones, PIN the contact person of either PARTY, or dollar amount changes that do not affect the Project total cost, will not require axvrittmn amendment, but will be approved and documented by WSDOT through an administrative revision. WSDOT shall notify the GRANTEE of the revision in writing. Sectkom30 WSQOT Advice The GRANTEE bears complete responsibility for the administration and success of the Project as defined bythis AGREEMENT and any amendments thereto. }fthe GRANTEE solicits advice from VVSDDT on problems that may mhsm, the offering of VV8OQT advice shall not shift the responsibility of the GRANTEE for the correct administration and success of the Project, and VVSQOTshall not beheld liable for offering advice tothe GRANTEE. Secthon31 Subrogation A. Prior b)Subrogation. VVS0OTmay require the GRANTEE b7take such reasonable action as may be necessary or appropriate to preserve the GRANTEE's right to recover damages from any person ororganization alleged tobelegally responsible for injury totheProject Equipment as defined in the scope of work or other property in which VVSO(JT has a financial interest. B. Subrogation. VVSO[/T may require the GRANTEE to eoaiHn toVVS[)OT all rights of recovery against any person or organization for loss, to the extent of WSDOT's loss. Upon assignment, the GRANTEE ahe1| axacute, de|iver, and do whatever else reasonably necessary to oeouna VVGDOT's rights. The GRANTEE eho|| do nothing after any |ono to intentionally prejudice the rights ofVVSOOT. [:. Duties ofthe GRANTEE |fVVSO{JThas exercised its right ofsubrogation, the GRANTEE shall cooperate with VVSDC)Tond, upon VVSO(]T'o requaet, assist inthe prosecution of suits and enforce any right against any person ororganization who may be liable to VV3Q{]Tdue bodamage bzProject Equipment.ThmGF7ANTEEahmUmttondhaahngsanU trials oarequested byVYSDOT. assist insecuring and giving evidence osrequested by VVSO(]T.and obtain the attendance ofwitnesses osrequested byVVSDOT. SactNon32 Counterparts This AGREEMENT may be simultaneously executed in several counterparts, each of which shall bedeemed toboanoriginal having identical legal effect. Section33 Complete Agreement This document contains all covenants, stipulations, and provisions agreed upon by the PARTIES. No agent or representative of WSDOT or the GRANTEE has the authority to make, and neither VVGO[>T nor the GRANTEE mhm|| be bound by or be liable for, any statement, repremantaUon, promise or agreement not set forth herein or made by written amendment hereto. Yakima Transit Page 1zofw Seotion34 Sevorab0dv Ifany covenant orprovision ofthis AGREEMENT shall beadjudged void, such adjudication shall not affect the validity or obligation of performance of any other covenant or provision, or any part thereof, which in itself is valid if such remainder conforms to the tonno and requirements of applicable |avv and the intent of this AGREEMENT. No controversy concerning any covenant or provision shall delay the performance of any other covenant or provision except as herein allowed. SeptionJ5 Order ofPrecedence Any conflict or inconsistency in this AGREEMENT and its attachments will be resolved by giving documents precedence inthe following order: 1. Federal Law 2. Exhibit 1.Federal Provisions, |fapplicable 3. State |avv 4. This AGREEMENT 5. The Consolidated Operating Guidebook Section 36 Execution This AGREEMENT is executed by the Direotor, Public Transportation Division, 8hshe of VVmehington. Department of Transportation, or the Director's designee, not as an individual incurring personal obligation and |ioUiU1y, but solely by, for and on behalf ofthe 8tmUa of Washington, Department of Transportation, in the nopaoib/ as [}inantnr. Public Transportation Divioion, or as o designee. Yakima TranSiL Page mm10 Section 37 Binding Agreement The undersigned acknowledge that they are authorized to execute this AGREEMENT and bind their respective agency(les) and or entity(ies) to the obligations set forth herein. |y0WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT onthe day and year last written below. VVA8M|NGTONSTATE DEPARTMENT OF TRANSPORTATION Authorized Public Transportation Division, WSDOT zedRao�,"emtative Print Name Doba cn'Com`nxvT NO - RESOLUTION NO' 1�'1 EXHIBIT I Summary of Federal Requirements and Incorporating by Reference Annual List of Certifications and Assurances for FTA Grants and Cooperative Agreements ("Certifications and Assurances") and Federal Transit Administration Master Agreement ("Master Agreement") The term GRANTEE as used in the body of the agreement is defined as a Subrecipient in the federal appendix Recipient of federal assistance under 49 U.S.C. chapter 53 must submit annually or as part of its application for federal assistance. Recipient, subrecipient(s), contractor(s), or subcontractor(s), at any tier, if any, must comply with all applicable federal requirements contained in the most current approved Certifications and Assurances available at Certifications & Assurances FTA. The Certifications and Assurances are by this reference incorporated herein. Recipient further agrees to comply with all applicable requirements included in the most current approved Master Agreement. This Master Agreement is incorporated by reference and made part of this Agreement. Said Master Agreement is available at FTA Master Agreement (version 33, April 25,2025)j FTA Note and comply with the following language stated under the master agreement: "Each provision of this Master Agreement must be interpreted in context with all other provisions of this Master Agreement and the Underlying Agreement. If a single provision is read apart from the rest of this Master Agreement or the Underlying Agreement, that provision might not convey the extent of the Recipient's responsibility to comply with the requirements of this Master Agreement and the Underlying Agreement." Without limiting the foregoing, the following are some requirements applicable to transactions covered by this AGREEMENT. Changes to Federal Requirements - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. Yakima Transit PTD1121 Page 15 of 18 2. Civil Rights- The recipient shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT - assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The recipient shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. The contractor, sub -recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT- assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: a) Withholding monthly progress payments; b) Assessing sanctions; c) Liquidated damages; and/or d) Disqualifying the contractor from future bidding as non -responsible. (1) 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 (ADA) of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - 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. Department 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., , 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 the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, Yakima Trans Page 16 of 18 PTD1121 without regard to their race, color, creed, national origin, sex, 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. (b) 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. (c) 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 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Disadvantaged Business Enterprises -The recipient's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the Department may impose sanctions as provided for under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). The Disadvantaged Business Enterprise (DBE) requirements of 49 CFR Part 26 and USDOT's official interpretations (i.e., Questions & Answers) apply to this Contract. As such, the requirements of this Contract are to make affirmative efforts to solicit DBEs, provide information on who submitted a Bid or quote and to report DBE participation. No preference will be included in the evaluation of Bids/Proposals, no minimum level of DBE participation shall be required as a Condition of Award and Bids/Proposals may not be rejected or considered non -responsive on that basis. Yakima Transit PTD1121 Page 17 of 18 4. ADA Access - The contractor shall comply with the requirements of FTA C 4710.1 as applicable to this contract. Equal access and the opportunity should be given to individuals with disabilities to fully participate in or benefit from the goods, services, facilities, privileges, advantages, or accommodations. 5. Incorporation of Federal Trarmit Administration (FTA I Term q - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. Yakima Transit PTD1121 Page 18 of 18 ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 7.G. For Meeting of: September 2, 2025 Resolution authorizing an agreement with the Washington State Department of Transportation to fund the Yakima/Ellensburg Commuter Service ($952,000 WSDOT Grant) SUBMITTED BY: Scott Schafer, Public Works Director *Jim Hogenson, Transit Manager SUMMARY EXPLANATION: Grant Agreement PTD1121 with Washington State Department of Transportation (WSDOT) is to fund the Yakima -Ellensburg Commuter for a two-year period. The Yakima -Ellensburg Commuter service started in November 2011 and connects the two communities together with funding provided by WSDOT, Central Washington University (CWU), City of Ellensburg, City of Selah, and Yakima Transit. Yakima Transit is the grantee responsible for managing the program. The service is operated by Bellair Charters & Airporter. Yakima Transit was awarded funding for two more years for the period of July 1, 2025— June 30, 2027. Matching funds for the grant are being provided by state and federal funding ($248,330/yr), Yakima Transit Funds (estimated $80,000lyr), City of Selah ($16,000/yr), City of Ellensburg ($20,0001yr) and CWU ($80,000/yr). The total amount for Grant Agreement PTD1121 is $952,000 and is attached for City Council review. ITEM BUDGETED: Yes STRATEGIC PRIORITY 24-25: A Resilient Yakima RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Resolution for Commuter Grant 2025-2027.docx PTD1121 Yakima Transit Cons©p.pdf