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HomeMy WebLinkAboutR-2017-136 Fixed-Route Transit Bus Shelters Grant Agreement with WSDOTRESOLUTION NO. R-2017-136 A RESOLUTION authorizing a grant agreement with Washington State Department of Transportation to fund the purchase and installation of 20 new Bus Shelters. WHEREAS, currently, the City of Yakima only provides 32 passenger shelters; and, WHEREAS, the passenger shelters will be beneficial to passengers to protect them from the elements (wind, rain, snow, etc ), and, WHEREAS, for the July 1, 2017 - June 30, 2019 grant -funding period, WSDOT has awarded funding to the City of Yakima for the purchase and installation of 20 new lighted shelters; and, WHEREAS, in order to receive funding for these programs, it is necessary for the City and the Washington State Department of Transportation to enter into an agreement setting forth the terms, conditions, and requirements to fund the programs, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to enter into agreement GCB2846 with Washington State Department of Transportation to fund 20 new Bus Shelters ADOPTED BY THE CITY COUNCIL this 21st day of November, 2017 ATTEST. Sonya Clar Tee, City Clerk • �aA4141.-•1/4_ Carmen Mendez, Mayor Pro Te Capital Construction Grant Agreement Program Type: ❑ Consolidated Grant ETransit Projects (TIER) © Regional Mobility Grant Transit Coordination Funding Sources: ®State Funds ❑Federal Funds EState/Federal Funds Washington State Department of Transportation Public Transportation Division 310 Maple Park Avenue SE PO Box 47387 Olympia, WA 98504-7387 WSDOT Contact. Alan Soldier 360-705-7917 Contractor: City of Yakima (DBA Yakima Transit) 2301 Fruitvale Blvd Yakima, WA 98902 Contact Person Alvie Maxey 509-576-6422 Term of Project. July 1, 2017 through June 30, 2019 Federal ID #: 078212651 Scope of Project: Scope of Project as set forth in Exhibit 1, Scope of Work, Schedule and Budget. Project Title: Project Title as set forth in Exhibit 1, Scope of Work and Budget Service Area: As defined in attached Exhibit 1 Project Costs: CFDA #: N/A Federal Funds $ 0 State Funds $152,000 Contractor Funds $ 38,000 DUNS: 78212651 Agreement Number: GCB2846 Total Project Cost $190,000 THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter "WSDOT," and the contractor identified above, hereinafter the "CONTRACTOR," individually the "PARTY" and collectively the "PARTIES," WITNESSETH THAT WHEREAS, pursuant to chapter 44 48 RCW the Legislative Evaluation and Accountability Program (LEAP) Committee provides analysis and momtormg of state expenditures, budgets and related fiscal matters and consults with Legislative committees, WHEREAS, the State of Washington in its Sessions Laws of 2017 Chapter 313 Section 220 (1). (2), (4), (5) (8) and (9) provides Rural Mobility, Paratransit/Special Needs, Regional Mobility, Transit Coordination, Transit Projects and other special proviso funding through the multimodal transportation account, rural mobility grant program account, and regional mobility program account, as identified in the budget through its 2017-2019 biennial appropriations to WSDOT, WI-IEREAS, WSDOT Public Transportation Division administers Regional Mobility Grant Program funds to provide assistance solely for transportation projects as identified in LEAP Transportation Document 2017-2 ALL PROJECTS as developed on April 20, 2017, Program- Public Transportation Program (V), NOW, THEREFORE, in consideration of the terms, conditions, performances, and mutual covenants herein set forth and the attached Exhibit. I, "Project Scope, Schedule and Budget," IT IS MUTUALLY AGREED AS FOLLOWS Section 1 Purpose of Agreement A. The purpose of this AGREEMENT is for WSDOT to provide capital funding to the CONTRACTOR for the design, acquisition, construction and/or improvements of capital facilities and infrastructure to be used in the provision of transportation services to persons m the State of Washington, hereinafter referred to as the "Project." Reference to the "Project" shall include all such capital facilities, infrastructure and/or associated equipment (Project Equipment) designed, acquired, constructed, improved or installed under this AGREEMENT B On projects where WSDOT is providing only state funds and the contractor is using funds received directly from the federal government as their share or part thereof on the project, the contractor must assume full responsibility for complying with all federal rules and regulations. If the contractor is found in non-compliance with federal rules and regulations, the contractor shall provide a written notification to WSDOT supplying details related to the non-comphance Both PARTIES will analyze and determine the impact on the scope, schedule, and funding of the project. Remedies required up to and including return of funds will be identified to ensure the project's scope of work is met as Intended. GCB2846 Page 1 of 13 C. If this AGREEMENT includes any funding with federal funds, in addition to the requirements of Sections 1 through 33 of the AGREEMENT the CONTRACTOR will also comply with all requirements imposed bv, or pursuant to 49 USC chapter 53, all other applicable federal laws, regulations and requirements and the requirements set forth in Exhibit ll, Federal Provisions for this AGREEMENT that includes Federal Funds (Grant Agreement), a cop} of which is attached hereto and by this reference incorporated into this AGREEMENT, "Federal Provisions " A Section 2 Scope of Project The CONTRACTOR agrees to perforin the work and complete the Protect as described and detailed in Exhibit 1, "Scope of Protect, Schedule and I3udget," which is by this reference fully incorporated herein as if fully set out in this AGREEMENT, and to perform the Project within the area described in the caption space header titled "Service Area" m accordance with the terms and conditions of this AGREEMENT The caption space header titled '`Service Area" and all caption space headers are by this reference incorporated herein as if full set out in this AGREEMENT Section 3 General Compliance Assurance If the Consolidated Grant check boy is marked in the caption space header titled, "Program Type", the CONTRACTOR agrees to comply with all instructions as prescribed in WSDOT's Consolidated Grants Program Guidebook, and am amendments thereto, found at http.//www.wsdot.wa.gov/Transit/Grants/Guidebook.htm, which by this reference is incorporated herein as if fully set forth m this AGREEMENT If the Regional Mobiliri Grant, Transit Project (TIER) or Transit Coordination check box is marked in the caption space header titled, "Program Type", the CON'T'RACTOR agrees to compl with all instructions as prescribed in the Regional A/ohilin Grants Program Guidebook, and am amendments thereto, found at http.//www.wsdot.wa. Q0 ifransit/Grants/regional-mobility-cirants-proaram-guidebook.htm, which by this reference is incorporated herein as if full set forth in this AGREEMENT The CONTRACTOR agrees that WSDOT, and/or any authorized WSDOT representative, shall have not only the right to monitor the compliance of the CONTRACTOR with respect to the provisions of this AGREEMENT but also have the right to seek judicial enforcement with regard to any matter arising under this AGREEMENT Section 4 Term of Project The Project period of this AGREEMENT shall continence and terminate on the dates shown in the caption space header titled"Tenn of Project" regardless of the date of execution of this AGREEMENT, unless terminated as provided herein. The caption space header titled "Term of Project' and all caption space headers above are by this reference incorporated herein into the AGREEMENT as if full set forth in the AGREEMENT Section 5 State Review of Project WSIX)T shall review the project identified in this AGREEMENT as Exhibit I, "Project Scope. Schedule and Budget', at least semiannually to determine whether the Project is making satisfactory progress. If WSDOT has awarded Binds. but the CONTRACTOR does not report satisfactory activitv withmn one (1) year of the initial grant award, WSDOT shall review the Project to determine whether the grant should be terminated as provided in Section 33, Termination. Section 6 Project Costs and Minimum Contractor's Match Requirement A. The reimbursable costs of the Project shall not exceed the amounts detailed in the caption space header titled "Project Costs." The CONTRACTOR agrees to expend eligible funds, together with other funds allocated for the Project, in an amount sufficient to complete the Project as detailed in Exhibit 1, 'Project Scope, Schedule and Budget" If at any time the CONTRACTOR becomes aware that the cost which it expects to incur in the performance of this AGREEMENT will exceed or be less than the amount identified as "Total Project Cost' in the caption space header titled `Project Costs." the CONTRACTOR shall notify WSDOT in writing within thirty (30) calendar days of making that determination. 13 The CONTRACTOR is required to provide a minimum match of funds for the Project as identified in the caption space header titled 'Project Costs- in the amount indicated as "Contractor Funds." Any reduction in match w111 result in a proportional reduction in grant funds. Section 7 inspection of the Project l'he CONI RAC'I OR shall inspect Project Equipment purchased pursuant to this AGREEMENT at the time of delivery to the CONTRACTOR. The CONTRACTOR has 15 calendar days from delivery to either accept or reject the Project GCB2846 Page 2 of 13 Equipment. if rejected, the CONTRACTOR shall provide a written notice specifying the Project Equipment deficiencies to its vendor and WSDOT, allowing the vendor a reasonable amount of time to cure the deficiencies or defect. Upon receipt and acceptance of Project Equipment, the CONTRACTOR agrees that it has fully inspected the Project Equipment and accepts it as suitable for the purpose under this AGREEMENT, as being in good condition and state of good repair, and that the CONTRACTOR is satisfied with the Project Equipment and that the Project Equipment complies with all regulations, rules, and laws. Payment to the vendor must occur within thirty days of the Protect Equipment acceptance Section 8 Use of Park and Ride Facilities In order to be eligible to receive a Regional Mobility grant, a transit agency must establish a process for pnvate transportation providers to apply for the use of park and ride facilities. Tier and Consolidated Grant f inded projects are explicitly excluded from the provisions of Section 7 -Use of Park and Ride Facilities. Section 9 Miscellaneous Charges and Conditions The CONTRACTOR shall pay and be solely responsible for all storage charges, parking charges, late fees, and fines, as well as any fees and taxes, except applicable state sales or use tax, which may be imposed with respect to the Project by a duly constituted governmental authority as the result of the CONTRACTOR's use or intended use of the Protect. All replacements, repairs, or substitutions of parts or Project Equipment shall be at the cost and expense of the CONTRACTOR. Section 10 Payment A. State and/or federal funds shall be used to reimburse the CONTRACTOR for allowable expenses incurred in completing the Project as described in Exhibit I, Scope of Work and Budget." Allowable Project expenses shall be determined by WSDOT as described in WSDOT's Consolidated Grants Program Guidebook, and am amendments thereto, found at http.//www.wsdotwa.gov/Transit/Grants/Guidebook.htm, or the Regional Mobility Grants Program Guidebook, and any amendments thereto, found at http://w w.wsdot.wa.gov/Transit/Grants/regional-mobility-grants- proQram-guidebook.htm. whichever is applicable In no event shall the total amount reimbursed by WSDOT exceed "State Funds" and/or "Federal Funds" identified in the caption space header titled "Project Costs," above B Payment will be made by WSDOT on a reimbursable basis for actual net Project costs incurred within the timeframe m the caption space titled 'Term of Project." Such costs to be reimbursed shall be calculated as described in WSDOT's Consolidated Grants Program Guidebook, and any amendments thereto, or the Regional Mobility Grants Program Guidebook, and any amendments thereto, whichever is applicable WSDOT shall make no payments for costs incurred pnor to the beginning or after the end date of the "Term of the Protect" as set forth in the caption space header above The CONTRACTOR shall submit an invoice detailing and supporting the costs incurred. Such invoices may be submitted no more than once a month and no less than once per quarter if approved bWSDOT, said invoices shall be paid by WSDOT within thirty (30) days of submission to WSDOT Payment is subject to the submission to and approval by WSDOT of appropriate invoices, reports, and financial summaries Am financial summaries submitted to WSDOT must include a record of the actual costs. C The CONTRACTOR shall submit an invoice for completed work in the same state fiscal period, as defined in RCW 43 88, starting on July 1 and ending on June 30 the following year within the timeframe set forth in the caption space header of this AGREEMENT entitled "Tenn of Protect" during which the work was performed. Reimbursement requests must be received by July 15 of each state fiscal period. If the CONTRACTOR is unable to provide an invoice by this date, the CONTRACTOR shall provide an estimate of the charges to be billed so WSDOT may accrue the expenditures in the proper fiscal period. Any subsequent reimbursement request submitted will be limited to the amount accrued as set forth in this section. An payment request received after the timeframe prescribed above will not be eligible for reimbursement. Section 11 Assignments, Subcontracts, and Leases A. Unless otherwise authorized in advance in writing by WSDOT, the CONTRACTOR shall not assign any completed Project facilities and/or infrastructure under tlus AGREEMENT, or execute am contract, amendment, or change order thereto pertaining to the Project or obligate itself in am manner with any third party with respect to its rights and GCB2846 Page 3 of 13 responsibilities under this AGREEMENT or lease or lend the Project or any part thereof to be used by anyone not under the CONTRACTOR's direct supervision. 13 The CONTRACTOR agrees to include Section 3, Sections 1 1 through 25 and Section 29, Section 32 and Section 33 of this AGREEMENT in each subcontract and in all contracts it enters into for the employment of any individuals, procurement of an materials, or the perfornlance of any work to be accomplished under this AGREEMENT The PARTIES further agree that those clauses shall not be modified, except to identify the subcontractor or other person or entity that will be subject to its provisions In addition, the following provision shall be included in an advertisement or invitation to bid for an procurement b\ the CONTRACTOR under this AGREEMENT Stateurent of Financial Assistance "This AGREEHEVT is subject to the appropriations of the State of t f ashington. ' Section 12 Reports and Project Use A. The CONTRACTOR agrees that the Project shall be used for the provision of transportation services within the area indicated in Exhibit I, Project Scope, Schedule and Budget for the term of the Project's plus four years after the project is complete, as set forth in WSDOT's Consolidated Grants Program Guidebook, and an amendments thereto, or the Regional Mobility Grants Program Guidebook_ and anv amendments thereto, whichever is applicable. The CONTRACTOR further agrees that it tyi11 not use or pernut the use of the Project in a negligent manner or in violation of any lass, or so as to avoid any insurance covering the same, or permit the Project to become subject to any hen, charge, or encumbrance Should the CONTRACTOR unreasonahlt delay or tail to use the Project during the project term and reporting period, the CONTRACTOR agrees that it may be required to refund up to the entire amount of the "State and/or Federal Funds" expended on the Project. The CONTRACTOR shall innmediatel\ notify WSDOT when am Project facilities and/or infrastructure is withdrawn from Project use or when the Project or any part thereof is used in a manner substantially different from that identified in Exhibit I, "Project Scope. Schedule and Budget' lithe Project is permanently removed from transportation services. the CONTRACTOR agrees to immediately, notift WSDOT of its intentions regarding the disposal of the Project or anv part of the Project thereof B Reports. The CONTRACTOR shall submit quarterly reports to WSDOT for the Term of Project, regarding the progress of the Project. If this is a Regional Mobility or Transit project (TIER)_ annual performance reports for four calendar years after the project is operationalht complete, as prescribed in WSDOT's Consolidated Grants Program Guidebook. and an amendments thereto, or the Regional Mobility Grants Program Guidebook. and an amendments thereto, whichever is applicable, or as WSDOT mat require, including, but not limited to, interim and annual reports. l'he CONTRACTOR shall keep satisfactory written records with regard to the use of Project and shall subnut the following reports to. and in a limn and at such times prescribed by WSDOT as set forth in WSDOT-s Washington State Guide to Managing Your Public Transportation Grant, and/or WSDOT's Regional alohili0., Grants Program Guidebook, and an subsequent amendments thereto 1 A draft PerRw mance Measurement Plan (PMP) must be subnutted to WSDOT before submitting the first reimbursement request. If the contractor does not submit a PMP and is nonresponsive to requests from WSDOT for improvements and information, the contractor may be deemed out of compliance 2 An Aminal Performance Report that includes a summary of overall project performance and supporting data. 3 Reports describing the current usage of the Project and other data which WSDOT may request from the CONTRACTOR b\ memos, e-mails or telephone requests. 4 In the event an\ portion of the Project sustains disabling damage, the CONTRACTOR shall notify WSDOT immediately after the occasion of the damage. including the circumstances thereof 5 The CONTRACTOR shall collect and submit to WSDOT, at such time as WSDOT may require, such financial statements. data, records. contracts, and other documents related to the Project as may be deemed necessary by WSDOT C Remedies for Misuse or Noncompliance. The CONTRACTOR shall not use the Project or any part thereof m a manner different from that described in Exhibit I. Project Scope. Schedule and Budget. as set forth m Section 2 of the AGREEMENT If WSDOT determines that the Project has been used in a manner different from Exhibit I, Project Scope. Schedule and Budget. WSDOT mat direct the CONTRACTOR to repay WSDOT the State funded share of the "Project Costs." WSDOT mat also withhold payments should it determine that the CONTRACTOR has failed to comply, with anv provision of this AGREEMENT GCB2846 Page 4 of 13 Section 13 Maintenance of the Project The CONTRACTOR shall make all necessan repairs and reasonably maintain the Project to assure it remains in good and operational condition until the end of its useful life The useful life of the constructed project is determined based on the Architectural/Engineering requirements for each type of structure, materials used, industry standards. and other federal and/or state standards and specifications. For Regional Mobility Projects, the useful life of a project is indicated in the "Financial Plan Table" of the original Regional Mobility Grant Application. All service, matenals, and repairs m connection with the use and operation of the Project during its useful life shall be at the CONTRACTOR's expense CONTRACTORS who are transit agencies must also have a Transit Asset Management Plan certified by WSDOT that details the transit agency's plan to maintain the Project. All other CONTRACTORS must submit a written Maintenance Plan to WSDOT for approval prior to the occupation and/or operations of the Project. The CONTRACTOR agrees, at a minimum, to maintain the Project and service or replace parts at intervals recommended in the manuals and/or instructions provided by the subcontractors and/or component manufacturers, or sooner if needed. The CONTRACTOR shall have the Project routinely inspect and make arrangements for any appropriate service and repair under the manufacturer's warranty WSDOT shall not be liable for repairs The CONTRACTOR shall retain records of all maintenance and parts replacement performed on the Project in accordance with Section 21, Audits, Inspection, and Retention of Records The CONTRACTOR shall provide copies of such records to WSDOT, upon request. Section 14 Compliance with State Design Standards The CONTRACTOR agrees the Project design must comply with all Washington State Standard Specifications for Road, Bridge, and Municipal Construction (www wsdot.wa.gov/Publications/Manuals/M41-IO.htm), and any revisions thereto Projects that wish to use design standards that differ from state standards must submit a request to WSDOT's Public Transportation Division and obtain documented approval before design work commences Section 15 No Obligation by the State GoNernment No contract between the CONTRACTOR and its subcontractors shall create any obligation or liability of WSDOT synth regard to this AGREEMENT without WSDOT's specific written consent, notwithstanding its concurrence in. or approval of, the award of any contract or subcontract or the solicitations thereof and the CONTRACTOR hereby agrees to include this provision in all contracts it enters into for the design, acquisition, and construction of facilities and/or intiastntcture related to the Project, or the performance of any work to be accomplished under this AGREEMENT Section 16 Ethics A. Relationships with Employees and Officers of WSDOT. The CONTRACTOR shall not extend any loan. gratuity or gift of money in any form whatsoever to any employee or officer of WSDOT, nor shall the CONTRACTOR rent or purchase any Project equipment and materials from any employee or officer of WSDOT B Employment of Former WSDOT Employees The CONTRACTOR hereby warrants that it shall not engage on a full, part-time, or other basis during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the penod of this AGREEMENT, in the employ of WSDO'I' without written consent of WSDOT Section 17 Compliance with Laws and Regulations The CONTRACTOR agrees to abide by all applicable state and federal laws and regulations including but not limited to, those coneernung employment, equal opportunity employment, nondiscrinunation assurances, project record keeping necessary to evidence compliance with such federal and state laws and regulations, and retention of all such records. The CONTRACTOR will adhere to all of the nondiscrimination provisions in Chapter 49 60 RCW Except when a federal statute or regulation pre-empts state or, local lays, no provision of this AGREEMENT shall require the CONTRACTOR to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of state or local law Thus if any provision or compliance with any provision of this AGREEMENT violates state, or local law, or would require the CONTRACTOR to violate state or local law, the CONTRACTOR agrees to notify WSDOT immediately m writing. Should this occur, WSDOT and the CONTRACTOR agree to make appropriate arrangements to proceed with or. if necessary, expeditiously, terminate the Project. GCB2846 Page 5 of 13 Section 18 Labor Provisions Overtime Requirements. No CONTRACTOR or subcontractor contracting for any part of the Project work \vhich may require or involve the employment of laborers or mechanics shall require or permit am such laborer or mechanic in anv workweek in Nvhich he or she is employed on such work to \\ork in excess of rorty (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 pa\ for all hours \worked in excess of tarty (40) hours in such workweek. CONTRACTOR will comply \with Title 49 RCW, Labor Regulations. Section 19 Environmental Requirements and Archeological Preservation The CONTRACTOR agrees to cowl } with all applicable requirements of chapter 43 21C RCW `State Environmental Polic\ Act" (SEPA) The CONTRACTOR also agrees to comply with all applicable requirements of Executive Order 05- 05, Archeological and Cultural Resources, for all capital construction projects or land acquisitions for the purpose of a capital construction project. not undergoing Section 106 review wider the National Historic Preservation Act of 1966 (Section 106) Section 20 Accounting Records A. Project Accounts. The CONTRACTOR 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. "1'he CONTRACTOR 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, readiI accessible and available to WSDOT upon request, and, to the extent feasible, kept separate from documents not pertaining to the Project. 13 Documentation of Project Costs and Program Income. The CONTRACTOR agrees to support all allowable costs charged to the Project, including any approved services contributed by the CONTRACTOR or others, with properly executed payrolls, time records, invoices, contracts. or vouchers describing in detail the nature and propnetv of the charges The CONTRACTOR also agrees to maintain accurate records of all program income derived from implementing the Project. Section 21 Audits, inspection, and Retention of Records A. Submission of Proceedings, Contracts, Agreements, and Other Documents. During the term of the Project and for six (6) years thereafter. the CONTRACTOR agrees to retain intact and to provide am 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 (6) year period then the CONTRAC1 OR's obligations hereunder shall be extended until the conclusion of that pending audit, enforcement, or litigation process. 13 General Audit Requirements. 'l'hc CONTRACTOR agrees to obtain any other audits required h\ WSDOT at C(=)NTRACTOR's expense Project closeout will not alter the CONTRACTOR"s audit responsibilities C Inspection. The CONTRACTOR agrees to pen -nit WSDOT, and the State Auditor, or their authorized representatives, to inspect all Project work materials, payrolls, maintenance records, and other data. and to audit the books, records, and accounts of the CONTRACTOR and its contractors pertaining to the Project. The CON'T'RACTOR agrees to require each third party contractor to permit WSIO T; the State Auditor, or their duly authorized representatives, to inspect all work, materials, payrolls, maintenance records. and other data and records involving that third party contract, and to audit the hooks; records, and accounts involving that third part\ contract as it affects the Project. Section 22 Permitting The CONTRACTOR agrees to be solely responsible for all required Federal, State and/or local pennilting as related to the Project. Section 23 Loss or Damage to the Project A. The CONTRACTOR, at its own expense_ shall cover any loss, theft, damage, or destruction of the Project's facilities, associated equipment and/or infrastructure using either of the following methods 1 "The CONTRACTOR shall maintain proper\\ insurance for facilities, associated equipment and/or infrastructure adequate to cover the value of the Project, the CONTRACTOR shall suppl\ a copy of the Certificate of Insurance GCB2846 Page 6 of 13 specifying such coverage to WSDOT with the first request for reimbursement, and suppl} proof of renewal annually thereafter; or 2 The CONTRACTOR shall certif\ that it has self-msurance and provide a xvritten certificate of self-insurance to WSDOT with the first request for reimbursement, and annually thereafter The CONTRACTOR will cover from its own resources the costs of repairing or replacing any Project facilities, associated equipment and/or infrastructure, if it is stolen, damaged, or destroyed in an planner B If the damage to the Project does not result in a total loss, payments for damage shall be paid directly to the CONTRACTOR. The CONTRACTOR shall, within thirty (30) days, either. 1 Devote all of the insurance proceeds received to repair the Project and place it back in service, and the CONTRACTOR shall, at its own expense, pay any portion of the cost of repair which is not covered by insurance; or 2 in the event the CONTRACTOR certified to self- insurance, devote all funds necessary to repair the Project and place it back into service C Il' the Project is a total loss, either by theft or damage, the insurance proceeds or equivalent shall be paid directly to the CONTRACTOR and within fifteen (15) days the CONTRACTOR shall pay WSDOT its proportionate funded share of such proceeds received. The CONTRACTOR shall within sixty (60) days of loss, theft, or damage, notify WSDOT that it either 1 Intends to replace the lost Project facilities, associated equipment and/or infrastructure, or 2 Does not intend to replace the lost Project facilities, associated equipment and/or infrastructure D if the CONTRACTOR intends to replace the Project facilities, associated equipment and/or infrastructure then WSDOT will reimburse the CONTRACTOR upon receipt of an approved invoice, funds up to the amount WSDOT received in insurance proceeds E. Coverage, if obtained or provided by the CONTRACTOR in compliance with this section, shall not be deemed as having relieved the CONTRACTOR of any liability in excess of such coverage as required by the limitation of liability section of this AGREEMENT, or otherwise Section 24 Liens on the Project WSDOT shall be listed as the legal owner on titles and hold titles for all vehicles the CONTRACTOR acquires using federal funds through WSDOT's grant program. WSDOT will have legal ownership to any non -vehicle Project Equipment the CONTRACTOR acquires or modifies using the "Federal and/or State Funds" identified in the caption space of this AGREEMENT titled "Project Costs" When the Contractor acquires vehicles using state funds provided through WSDOT's grant program. WSDOT may within its discretion, allow the CONTRACTOR to be listed as the legal owner and hold title In all cases, WSDOT will maintain a copy of titles for all funded vehicles under this agreement and oversight responsibility on those vehicles through their rrunimum useful life. The CONTRACTOR accepts WSDOT's legal title to the Project and any portion thereof during its useful life as set forth in this Section and agrees that it shall not use the Project or any portion thereof as collateral, nor shall the CONTRACTOR encumber the Project in any way The CONTRACTOR shall follow the terms stated m Section 1 IA regarding use and disposal of the Project and/or any portion thereof WSDOT's hen shall equal the proportional Federal and/or State funded share, as identified m this AGREEMENT, of the disposable value of the Project and am portion thereof Satisfaction of WSDOT's hien may be satisfied only b, proper disposal of the Project and any portion thereof in a manner determined by WSDOT Section 25 Limitation of Liability A. The CONTRACTOR shall mdemnif and hold WSDOT. its agents, employees, and officers harmless from and process and defend at its own expense any and all claims, 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 this AGREEMENT and/or the CONTRACTOR's performance or failure to perform any aspect of this AGREEMENT This indemnity provision applies to all claims against WSDOT, its agents, employees and officers arising out of, in connection with or incident to the negligent acts or omissions of the CONTRACTOR, its agents, employees, officers and subcontractors. Provided, however, that nothing herein shall require the CONTRACTOR to indemnify and hold harmless or defend the WSDOT, its agents, employees or officers to the extent that claims are caused by the negligent acts or omissions of the WSDOT, its agents, employees or officers; and provided further that if such claims result from the concurrent negligence of (a) the CONTRACTOR its employees, agents, officers or contractors and (b) the STATE, its employees or authorized agents, or involves those actions covered by RCW 4 24 115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the negligence of the PAR'T'Y, its employees, GCB2846 Page 7 of 13 officers. authorized agents, and/or contractors. The indemnification and hold harmless provision shall survive termination of this AGREEMENT 13 The CONTRACTOR shall be deemed an independent contractor for all purposes, and the employees of the CONTRACTOR or its subcontractors and the employees thereof, shall not in any manner be deemed to be employ ees of WSDOT C The CONTRACTOR specifically assumes potential liability for actions brought by CONTRACTOR's employees and/or subcontractors and solely for the purposes of this indemnification and defense. the CONTRACTOR specifically \valves any immunity under the State hndustnal insurance Law, Title 51 Revised Code of Washington. D In the event either the CONTRACTOR or WSDOT incurs attorneys fees, costs or other legal expenses to enforce the provisions of this section of this AGREEMENT against the other PARTY, all such fees, costs and expenses shall be recoverable by the prevailing PARTY Section 26 Personal Liability of Public Officers No officer or employee of WSDOT shall be personally liable for any, acts or failure to act m connection xvith this AGREEMENT, it being understood that in such matters he or she is acting solely as an agent of WSDOT Section 27 WSDOT Advice The CONTRACTOR bears complete responsibility for the administration and success of the Project as it is defined by this AGREEMENT and any amendments thereto If the CONTRACTOR solicits advice from WSDOT on problems that may arise. the offering of WSDOT advice shall not shift the responsibility of the CONTRACTOR for the correct administration and success of the Project, and WSDOT shall not be held liable for offering advice to the CONTRACTOR. Section 28 Forbearance by WSDOT Not a Waiver Any forbearance by WSDOT nn exercising any right or remedy, hereunder or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy Section 29 Lack of Wainer In no event shall any WSDOT payment of funds to the C(_)NfRACI'OR constitute or be construed as a waiver by WSDOT Of any CONTRACTOR breach, or default. Such payment shall m no way impair or prejudice any right or remedy available to WSDOT Nvnth respect to any, breach or default Section 30 Changed Conditions Affecting Performance The CONTRACTOR hereby, agrees to immediately notify WSDOT of any change in conditions or law, or of any other event. which mar affect its ability to perform the Project in accordance with the provisions of this AGREEMENT Section 31 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 to this AGREEMENT Such written amendment to this AGREEMENT shall not be binding or valid unless signed by the persons authorized to hind each of the PARTIES Provided, however. that changes to the federal award identification number, I:)IJNS, project title, federal ID number, CFDA number, milestones, UPIN the contact person of either PARTY. or dollar amount changes that do not affect the project total cost, will not require a written amendment, but will be approved and documented by WSDOT through an administrative revision. WSDOT shall notify the CONTRACTOR of the revision in wrntmg. Section 32 D isputes A. Disputes Disputes- arising in the performance of this AGREEMENT, which are not resolved b\ agreement of the PARTIES, shall be decided in writing by the WSDCT Public Transportation Division's Assistant Director or designee This decision shall be final and conclusive unless within ten (10) days from the date of CONTRACTOR'S receipt of WSDO'f-s written decision, the CONTRACTOR mails or otherwise furnishes a written appeal to the Director of the Public "Transportation Division or the Director's designee The CONTRACTOR -s appeal shall be decided in writing by the 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 CONTRACTOR and the CONTRACTOR shall abide by the decision. GCB2846 Page R of 13 B Performance During Dispute. Unless otherwise directed by WSDOT. CONTRACTOR shall continue performance under this AGREEMENT while matters in dispute are being resolved. C Claims for Damages. Should either PARTY to this AGREEMENT suffer injury or damage to person, property, or right because of am act or omission of the other PARTY or any of that PART Y's employees, agents or others for whose acts it is legally liable, a claim for damages therefore shall be made in wasting 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 am other right or remedy under this document or afforded by law or equitti, 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 the WSDOT or CONTRACTOR shall constitute a waiver of am right or duty afforded any of them under this AGREEMENT, nor shall an such action or failure to act constitute an approval of or acquiescence m any breach thereunder, except as may be specifically agreed in writing. Section 33 Termination A. Termination for Convenience. WSDOT and/or the CONTRACTOR may suspend or temunate this AGREEMENT, in whole or in part, and all or any part of the financial assistance provided herein, at any time In written notice to the other PARTY WSDOT and the CONTRACTOR shall agree upon the AGREEMENT termination provisions including but not limited to the settlement terms, conditions, and in the case of partial termination the portion to be temunated. 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 PARTIES may terminate this AGREEMENT for convenience for reasons including. but not limited to, the following. 1 The requisite funding becomes unavailable through 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 CONTRACTOR is prevented from proceeding with the Project as a direct result of an Executive Order of the President with respect to the prosecution of war or m 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 CONTRACTOR is prevented from proceeding xvith 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 bN the acts or omissions of persons or agencies other than the CONTRACTOR. or 5 The State Government or WSDOT deternunes that the purposes of the statute authorizing the Project would not be adequately served by the continuation of financial assistance for the Project. 6 In the case of termination for convenience under subsections A.1-5 above. WSDOT shall reimburse the CONTRACTOR for all costs payable under this AGREEMENT that the CONTRACTOR properh incurred prior to termination. The CONTRACTOR shall promptly submit its claim for reimbursement to WSDOT If the CONTRACTOR has any property in its possession belonging to WSDOT, the CONTRACTOR will account for the same, and dispose of it m the manner WSDOT directs B Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default, in whole or in part. and all or any part of the financial assistance provided herein, at any time by written notice to the CONTRACTOR, if the CONTRACTOR materially breaches or fails to perform am of the requirements of this AGREEMENT, including. I Take 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 laws, or local governmental laws under which the CONTRACTOR operates; 3 Failure to perform the Project or am part thereof including, but not limited to a) Failure to build the Project according to the design specifications and all building code required standards, GCB2846 Page 9 of 13 b) Failure to remedy all detects in the performance of the Project and correct all faulty workmanship by. the CONTRACTOR or its subcontractors in a timely manner: c) Failure to take any action which could affect the ability of the Project to peiiorm its designated function or takes any action which could shorten its useful life for Project use or otherwise, or d) Failure to make reasonable and appropriate use of the Project real property, facilities, equipment and/or infrastructure 4 Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers substantial performance of the Project, or 5 Fails to perform in the manner called for in this AGREEMENT. or fails, to comply with or. is in violation of, anv provision of this AGREEMENT WSDOT shall serve a notice of ternunation on the CONTRAC'T'OR setting forth the planner in which the CONTRACTOR is in default hereunder [fit is later determined by. WSDO1 that the CONTRACTOR had an excusable reason for not performing, such as events which are not the fault of or are beyond the control of the CONTRACTOR, such as a strike, lire or flood, WSDOT may. a) allow the CONTRACTOR to continue work after setting up a new deliver\ of performance schedule, or b) treat the termination as a termination for convenience C WSDOT, in its sole discretion mat. in the case of a termination for breach or default, allow the CONTRACTOR ten (10) business days, or such longer period as determined by WSDOT, in tyhich to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If the CONTRACTOR fails to remedy to WSDOT's satisfaction the breach or default within the timeframe and under the conditions set forth in the notice of termination. WSDOT shall have the right to ternunate this AGREEMENT without anv further obligation to CONTRACTOR. Anv such termination for default shall not in anv war operate to preclude WSDOT from also pursuing all available remedies against CONTRACTOR and its sureties for said breach or default. D In the event that WSDOT elects to waive its remedies for any breach by. CONTRACTOR of anv covenant, term or condition of this AGREEMENT. such waiver by WSIX)T shall not limit WSDOT's remedies for any succeeding breach of that or of anv other term, covenant, or condition of this AGREEMENT Section 34 Venue and Process In the event that either PARTY deems it necessary to institute legal action or proceedings to enforce am right or obligation under this AGREEMENT, the PARTIES hereto agree that any such action shall be initiated in the Superior Court ol'the State of Washington situated in Thurston County The PARTIES agree that the laws of the State of Washington shall apply Section 35 Changed Conditions Affecting Performance The CONTRACTOR hereby, agrees to immediately notify WSIX)T in writing of any change m conditions or law, or of any. other event, including any current or prospective dispute, which nnay adversely. affect WSDOT's interest m the Project or affect CONTRACTOR's ability, to perform the Project m accordance with the provisions of this AGREEMENT Section 36 Subrogation A. Prior to Subrogation. WSDOT may require the CONTRACTOR to take such action as may be necessary or appropriate to preserve the CONTRACTOR's right to recover damages from anv person or organization alleged to be legally responsible for injury to the Project or other property in which WSDOT has a financial interest. 13 Subrogation. WSDOT may require the CONTRACTOR to assign to WSDOT all right of recovery. against any person or organization for loss. to the extent of WSDOT's loss Upon assignment, the CONTRACTOR shall execute, deliver, and do whatever else necessary to secure WSDOT's rights. The CONTRACTOR shall do nothing after anv loss to prejudice the rights of WSIX)T C Duties of the Contractor. If WSDO'l has exercised its right of subrogation, the CONTRACTOR shall cooperate y.vith WSDOT and. upon WSDOT's request, assist in the prosecution of suits and enforce any right against any person or organization who may, be liable to WSDOT due to damage to the Project. The CONTRACTOR shall attend hearings and trials as requested by WSDOT; assist in securing and giving evidence as requested by WSDOT, and obtain the attendance of witnesses as requested by WSDOT GCB2846 Page 10 of 13 Section 37 Severability If any covenant or provision of this AGREEMENT shall be adjudged 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 terms and requirements of applicable law 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. Section 38 Counterparts This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONTRACTOR does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements and their supporting materials contained and/or mentioned herein, and does hereby accept WSDOT's grant and agrees to all of the terms and conditions thereof. Section 39 Complete Agreement This document contains all covenants, stipulations, and provisions agreed upon by WSDOT No agent or representative of WSDOT has authority to make, and WSDOT shall not be bound by or be liable for, any statement. representation, promise or agreement not set forth herein or made by written amendment hereto Section 40 Order of Precedence Any conflict or inconsistency in this AGREEMENT and its attachments wi11 be resolved by giving documents precedence in the following order. 1 FedetialL, :ou T3Aa,T14o3 Yr* 2 Exhibg.J., 1„ er03t t,R{ait opl'cable 3 This AGREEMENT 4 Exhibit I Section 41 Agreement Close Out The CONTRACTOR shall notify WSDOT if the AGREEMENT is completed prior to the end date set forth in the caption header, "Term of Project" by %sTitten notification and in its capital Quarterly Progress Report, as referenced in WSDOT's Consolidated Grants Program Guidebook, and any amendments thereto, or the Regional Mobility Grants Program Guidebook, and any amendments thereto, whichever is applicable, for the quarter, in which the project is completed. WSDOT will prepare an amendment to modify the AGREEMENT to reflect the actual amount spent and the project completion date WSDOT will send a close out letter to the CONTRACTOR. Section 42 Execution This AGREEMENT is executed by the Director, Public Transportation Division, State of Washington, Department of Transportation or the Director's designee, not as an individual mcurrmg personal obligation and liability, but solely by, for and on behalf of the State of Washington, Department of Transportation, in the capacity as Director, Public Transportation Division, or as a designee Section 43 Binding Agreement The undersigned acknowledge that they are authorized to execute this AGREEMENT and bind their respective agency(ies) and/or entitv(ies) to the obligations set forth herein. This space is intended to be blank. GCB2846 Page 11 of 13 IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day and year last written belo�� WASHINGTON STATE DEPARTMENT OF TRANSPORTATION CONTRACTOR Tian agerberg. Dirctor Aut'oriz Public Transportation Division Date APPROVED AS TO FORM ONLY Any material modification requires additional approval of the Office of Attorney General Susan Cruise Assistant Attorney General August 18, 2017 Date epresentative MCC vvimire fq)\/ aP, 9'1)17 CITY CONTRACT NO:, -2D/ 7 -2/ g RESOLUTION NO:g- -20/ i— / 36 GCB2846 Page 12 or 13 4 EXHIBIT I Project Scope, Schedule and Budget Current Total Project Cost Federal Funds $ 0 State Funds $152,000 Contractor's Funds $ 38,000 Total Project Cost $190,000 Project: Application for 20 Transit Shelters UPIN: 20170023 Scope of Work: This project will install 20 ADA -accessible solar -lighted bus shelters at various locations along existing bus routes Funding Percentage Current Funds Total Project Cost State Regional Mobility Funds 80% $152,000 $152,000 Contractor's Funds 20% $ 38,000 $ 38,000 Total 100% $190,000 $190,000 Budget: Current Funds reflect total finding appropriated by the Washington State Legislature for this Project in the 2017-2019 biennium Any remaining funds will he released back to WSDOT by the CONTRACTOR for Ftp SDOT to reallocate to other RtIG/Tier projects. Project Milestones Phases Date Preliminary Engineenng Start Date 2016 Right of Way Certification (if applicable) N/A Contract Award Date 12/2017 Construction Operationally Completed 6/2019 Note The Project Milestone table is for planning purposes While the total funding and snatch (C'ontractor's finds) trust be maintained funding may be moved to different phases as mutually agreed upon by both PARTIES' GCB2846 Page 13 of 13 ITEM TITLE: SUBMITTED BY: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT 1 Item No. 6.E. For Meeting of: November 21, 2017 Resolution authorizing a Grant Agreement with Washington State Department of Transportation (WSDOT) to provide funding assistance for 20 new Fixed -Route Transit Bus Shelters Alvie Maxey, Transit Manager, 576-6415 Scott Schafer, Public Works Director SUMMARY EXPLANATION: Grant Agreement GCB2846 with WSDOT is to fund the purchase and installation of 20 ADA - accessible solar -lighted fixed -route bus shelters. Yakima Transit has 629 bus stops of which 205 are only benches and 32 are bus shelters. Bus shelters protect our passengers from the elements (wind, rain, snow, and sun) and also provide our customers with Transit informational items and schedules. The proposed bus shelters will be ADA accessible with lighting provided through solar -power. Because Yakima Transit operates year round bus service from 6am — 7pm, there are times in which insufficient lighting exists; particularly early mornings and evenings. The lighted bus shelters will improve visibility of passengers to our drivers; while providing a safe area for our passengers while utilizing Yakima Transit. The total project cost is $190,000 for the purchase and installation of 20 ADA- accessible solar - lighted fixed -route bus shelters. Grant Agreement GCB2846 with WSDOT is in the amount of $152,000. Yakima Transit will be responsible for the remaining $38,000 which has been budgeted. Grant Agreement GCB2846 is attached for City Council review. ITEM BUDGETED: STRATEGIC PRIORITY: APPROVED FOR SUBMITTAL: Yes Public Safety City Manager STAFF RECOMMENDATION: Adopt Resolution. BOARD/COMMITTEE RECOMMENDATION: ATTACHMENTS: Description Upload Date D resdution 11/1572017 D WSDOT Transit Shelters Grant Contract 10/25/2017 Type Cor Memo Resolution 2