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HomeMy WebLinkAboutR-2017-137 Yakima/Ellensburg Commuter Service and Yakima/Selah Paratransit Services Grant Agreement with WSDOTRESOLUTION NO. R-2017-137 A RESOLUTION authorizing a grant agreement with Washington State Department of Transportation to fund Commuter bus service between Yakima and Ellensburg and to fund paratransit services (Dial A Ride) in Yakima and Selah. WHEREAS, since November 2011, the City of Yakima has participated in funding the Yakima - Ellensburg Commuter; and, WHEREAS, the City of Yakima participated with Central Washington University (CWU), the City of Selah, the City of Ellensburg, and the Washington State Department of Transportation to fund the Yakima -Ellensburg Commuter; and, WHEREAS, of June 16, 2014, the City of Yakima took on the management of the program and contracting for the services, including applying for and receiving funding for the program; and, WHEREAS, for the July 1, 2017 — June 30, 2019 grant -funding period, WSDOT has awarded funding to the City of Yakima for the Yakima -Ellensburg Commuter and for Dial -A -Ride (Yakima and Selah) services; 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 GCB2643 with Washington State Department of Transportation for commuter bus service between Yakima and Ellensburg and paratransit services ADOPTED BY THE CITY COUNCIL this 21st day of November, 2017. ATTEST. Sonya CIa : r Tee, City Clerk`- VVaSo` _C24 {MG/.- I �llL Carmen Mendez, Mayor Pro Tim Operating Grant Agreement Program Type: ® Consolidated Grant ETransit Projects (TIER) ❑ Regional Mobility Grant DTransit Coordination Funding Sources: ❑State Funds ❑Federal Funds 0 State/Federal Funds Washington State Department of Transportation Public Transportation Division 310 Maple Park Avenue SE PO Box 47387 Olytnpia, WA 98504-7387 WSDOT Contact. Linda Howell 509-543-3316 Contractor: City of Yakima (DBA Yakima Transit) 2301 Fruitvale Blvd Yakima, WA 98902 Contact: Alvie Maxey 509-576-6422 Term of Project. July 1, 2017 through June 30, 2019 Federal ID #: 78212651 Scope of Project: Scope of Project as set forth in Exhibit 1, Scope of Work 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#: 20 509 (§5311) Federal Funds $435,811 State Funds $340,203 Contractor Funds $392,000 DUNS: 78212651 Agreement Number: GCB2643 Total Project Cost $1,168,014 THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter "WSDOT," and the Contractor identified above, heremafter the "CONTRACTOR," individually the "PARTY" and collectively the "PARTIES " 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, ParatransitlSpecial 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, Federal funding is authorized under the Moving Ahead for Progress in the 21st Century Act (MAP - 21), Enacted as Public Law 112-141, July 6, 2012, or other Federal laws the Federal Transit Administration (FTA) administers to the extent FTA so determines; and the Highway and Transportation Funding Act of 2014, Pub L 113- 159, August 8, 2014, WI-IEREAS, Federal funding is authorized under the Fixing America's Surface Transportation (FAST) Act, Public Law No 114-94, December 4, 2015, and other authorizing legislation that may be enacted, Wl-IEREAS, funding is authorized under 49 USC § 5311 / MAP -2 1 for Rural Areas Program, and any subsequent amendments and resolutions thereto, WFIERIAS, WSDOT's Public Transportation Division administers the Rural Mobility Grant Program funds to provide transportation related support of persons in non -urbanized and small urban areas; WHEREAS, WSDOT's Public Transportation Division administers the Paratransit/Special Needs Transit Formula Grant Program funds to provide assistance to transit agencies for transportation related support of persons with special needs; NOW, THEREFORE, in consideration of the terms, conditions, performances and mutual covenants herein set forth and the attached Exhibit 1, `Scope of Work and Budget," which are incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS Section 1 Purpose of Agreement A. The purpose of this AGREEMENT is for WSDOT to provide operating funds to the CONTRACTOR for public transportation services that meet the needs of persons in the State of Washington, hereinafter known as the "Project." GCB2643 Page 1 of 22 B If this AGREEMENT includes any funding with federal funds, m addition to the requirements of Sections I through 33 of the AGREEMENT the CONTRACTOR 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 II_ Federal Provisions for this AGREEMENT that Includes Federal Funds (Grant Agreement), a copy of which is attached hereto and by this reference incorporated into this AGREEMENT, "Federal Provisions " Section 2 Scope of Project The CONTRACTOR shall undertake and complete the Project described and detailed in Exhibit I, Scope of Work and Budget,' which is k this reference full\ incorporated herein as if fully set out in this AGREEMENT and operate the service within the arca described in the caption space header titled "Sen ice Area.' in accordance with the terms and conditions of this AGREEMENT The caption space header titled `Sen -ice Area" and all caption space headers are by this reference incorporated herein as if Tully set out in this ACRE EMIENT Section 3 Term of Project The CONTRACTOR shall commence, perform, and complete the Project within the time defined in the caption space header titled `Term of Project" on this AGREEMENT regardless of the date oI' signature and execution of this AGREEMiENT, unless terminated as provided herein. Section 4 General Compliance Assurance If the Consolidated Grant check box is marked in the caption space header titled, "Program Type"_ the CONTRACTOR agrees to comply with all instructions as prescribed in WSDC )T's Consolidated Grants Program Guidebook, and any amendments thereto, found at http.//www.wsdot.wa.govfrransit/Grants/Guidebook.htm . which b this reference is full incorporated herein. If the Regional Mobility Grant, Transit Project (TILER) or Transit Coordination check box is marked in the caption space header titled, `Program Type", the CONTRACTOR agrees to comply with all instructions as prescribed in the Regional dlobilitt Grants Program Guidebook, and am amendments thereto, found at http.//www.wsdot.wa.gov/Transit/Grants/regional-mobility-grants-program-guidebook_htm which by this reference is fully mcormporated herein. 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 i Contractor's Share of Project Costs A. The total Project cost shall not exceed the amounts detailed in the caption space header titled "Project Costs." The CONTRACTOR agrees to expend eligible funds. together with am "Contractor Funds" allocated for the Project. in an amount sufficient to complete the Project as detailed in Exhibit I, Scope of Work and Budget." The CONTRACTOR further agrees that there shall be no reduction in the amount specified as the "Contractor Funds.' unless there is a concurrent proportional reduction in the State Funds', and/or if the AGREEMENT includes federal funds, in the "Federal Funds", or WSDXT pre -approves the reduction in writing. 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 Proicct Cost" m the caption space header titled "Project Costs,- the CONTRACTOR shall notif\ WSDOT in writing within thirty (30) business days of making that determination. Nothing in Section 5(A). shall preclude the requirements specified in Section 6 (C) for payments at the end of the biennim. 13 Minimum Match The CONTRACTOR is required to provide a minimum match of funds for the Project as identified in the caption space header titled, "Project Costs," reflected in the Contractor Funds. Any, reduction in match will result in a proportional reduction in grant funds. Section 6 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 1, Scope of Work and Budget." Allowable Project expenses shall be determined by WSiX)T as described in WSDOT's Consolidated Grants Programs Guidebook, and any amendments thereto, found at http.11yvww.wsdot.wa.govifransit/Grants/Guidebook.htm. or the Regional Mobility Grants Program Guidebook, and an amendments thereto, 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 GCB2643 Page 2 of 22 13 Payment will be made by WSDOT on a reimbursable basis for actual net Project costs incurred within the timeframe in 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 adobilily Grants Program Guidebook, and any amendments thereto, whichever is applicable. WSDOT shall make no payments for costs incurred prior to the beginning or after the ending dates shown in the caption space titled "Term of Project" The CONTRACTOR shall submit an invoice detailing and supporting the costs incurred. Such invoices ma\ be submitted no more than once a month and no less than once per quarter If approved by WSDOT, said invoices shall be paid by WSDOT within thirty (30) days. Payment is subject to the submission to and approval bN WSDOT of appropriate invoices, reports, and financial summaries. Any financial summaries subnutted to WSDOT must include a record of the actual costs C State Fiscal Year End Closure Requirement (RCW 43.88) 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 "Term of Project" 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 b\ 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. Any payment request received after the timeframe prescribed above will not be eligible for reimbursement. Section 7 Assignments and Subcontracts A. Unless otherwise authorized in advance and in writing by WSDOT, the CONTRACTOR shall not assign an portion of the Project or execute any contract, amendment, or change order thereto, or obligate itself in an manner with any third part\ with respect to its rights and responsibilities under tlus AGREEMENT B The CONTRACTOR agrees to include Section 4, Sections 7 through 17. Section 20 and Section 23 of this AGREEMENT m each subcontract and in all contracts it enters into for the employment of any individuals, procurement of any incidental goods or supplies, or the performance of any work to be accomplished under this AGREEMENT It is further agreed that those clauses shall not be modified in any such subcontract, except to identift 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 Statement of Financial Assistance "This AGREEMENT is subject to the appropriations of the State of Washington." Section 8 Repo its A. The CONTRACTOR shall prepare quarterly reports regarding services provided pursuant to this AGREEMENT and other related information as prescribed in WSDOT's Consolidated Grants Program Guidebook, and an amendments thereto, or the Regional Mobility Grants Program Guidebook, and any amendments thereto, whichever is applicable, or as requested by WSDOT Due to Legislative and WSDOT reporting requirements, any required quarterly progress reports 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 aforementioned guidebook. Those reports include, but are not limited to 1 Project Passenger Trips Provided 2 Project Service [-lours Provided 3 Project Revenue Service Miles Provided 4 Narrative Progress Report 5 Financial Status/Summaries of the Project. 13 If the project is receiving Transit Coordination. Tier or Regional Mobility grant funds, in addition to the requirements from subsection A, the CONTRACTOR shall submit a mutually agreeable Performance Measurement Plan to WSDOT C Remedies for Misuse or Noncompliance. The CONTRACTOR shall not use the Project or an part thereof in a manner different from that described in Exhibit 1, Project Scope, Schedule and Budget, as set forth in 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 ma\ direct the CONTRACTOR to repav WSDOT the State funded share of the "Project Costs." WSDOT may also withhold payments should it determine that the CONTRACTOR has failed to comply with an provision of this AGREEMENT GCB2643 Page 3 of 22 Section 9 No Obligation by the State Government No contract between the CONTRACTOR and its subcontractors shall create any obligation or habilitt for WSDOT with regard to this AGREEMENT without WSDOT's specific tt-ritten consent, notwithstanding its concurrence in, or approval of, the award of ant contract or subcontract or the solicitations thereof Section 10 Personal Liability of Public Officers No officer or employee of WSIX)T shall be personally liable for an acts or failure to act in connection with this AGREEMENT. it being understood that in such matters they are acting solclt as agents of WSDOT Section 11 Ethics A. Relationships with Employees and Officers of WSDOT. The CONTRACTOR shall not extend any loan, gratui \ or gill of money in ant form whatsoever to any employee or officer of WSDOT, nor shall CONTRACTOR rent or purchase any equipment and materials from any employee or officer of WSDOT 13 Employment of Former WSDOT Employees. The CONTRACTOR hereby warrants that it shall not engage on a full-time, part-time, or other basis during the period of this AGREEMENT, am professional or technical personnel who are, or have been, at am time during the period of this AGREEMENT, in the employ of WSDOT without written consent of WSDOT Section 12 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 concerning employment, equal opportunity employment. nondiscrimination 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 orate nondiscrimination provisions in chapter 49 60 RCW Except when a federal statute or regulation preempts state or local law, no provision of the AGREEMENT shall require the CONTRACTOR to observe or entbrce compliance with am provision_ perform ant other act, or do any other thing in contravention of state or local law if ant provision or compliance with any provision of this AGREEMENT violate state or local law, or would require the CONTRACTOR to violate state or local last. the CONTRACTOR agrees to notify WSDOT immediately in writing. Should this occur, WSDOT and the CONTRACTOR agree to make appropriate arrangements to proceed with or, if necessary , expeditiously . terminate the Project. Section 13 Environmental Requirements The CONTRACTOR agrees to comply with all applicable requirements of chapter 43 2 IC RCW "State Environmental Policy Act" (SEPA) Section 14 Accounting Records A. Project Accounts. The CONTRACTOR agrees to establish and maintain liar 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 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. readily 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. mcludmg am approved services contributed by the CONTRACTOR or others, with properly executed payrolls, time records. invoices, contracts, or vouchers describing in detail the nature and propriety of Ole charges The CONTRACTOR also agrees to maintain accurate records of all program income derived from implementing the Project. Section 15 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 CON'T'RACTOR agrees to retain intact and to provide ant 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 GCB2643 Page 4 of 22 commenced, but not completed, during the aforementioned six-year period then the CONTRACTOR's obligations hereunder shall be extended until the conclusion of that pending audit, enforcement, or litigation process. B. General Audit Requirements The CONTRACTOR agrees to obtain anv other audits required by WSDOT at CONTRACTOR's expense Project closeout will not alter the CONTRACTOR's audit responsibilities. C. Inspection. The CONTRACTOR 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 CONTRACTOR and its subcontractors pertaining to the Protect. The CONTRACTOR 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 Section 16 Labor Provisions Overtime Requirements. No CONTRACTOR 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. CONTRACTOR will comply with Title 49 RCW, Labor Regulations. Section 17 Changed Conditions Affecting Performance The CONTRACTOR hereby agrees to immediately notify WSDOT of an change in conditions or law, or of any other event, which may affect its ability to perform the Project in accordance with the provisions of this AGREEMENT Section 18 Coordination of Special Needs Transportation It is the policy of WSDOT to actively support coordination of special needs transportation in the state As a condition of assistance, the CONTRACTOR is required to participate in local coordinated planning as led by CONTRACTOR's relevant Metropolitan Planning Organization (MPO) and/or Regional Transportation Planning Organization (RTPO) Persons with special transportation needs means those persons, including their personal attendants, who because of physical or mental disability, income status, or age are unable to transport themselves or purchase transportation. Transit Projects and Regional Mobility Grant film -led projects are explicitly excludedfi•oni the provisions of Section 18 — Coordination of Special Needs Transportation. Section 19 Disputes A. Disputes Disputes; arising in the performance of this AGREEMENT, which are not resolved by agreement of the PARTIES, shall be decided in wTitmg by the WSDOT Public Transportation Division Assistant Director or designee This decision shall be final and conclusive unless within ten (10) days from the date of CONTRACTOR's receipt of WSDOT'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 bmdmg upon the CONTRACTOR and the CONTRACTOR shall abide by the decision. 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 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 the WSDOT or CONTRACTOR shall constitute a waiver of anv right or duty afforded anv 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 wnt ng. GCB2643 Page 5 of 22 Section 20 Termination A. Termination for Coni enience WSDOT and/or the CONTRACTOR may suspend or terminate this AGREEMENT, un whole or in part, and all or anv part of the financial assistance provided herein, at any time by written notice to the other PARTY WSDOT and the CONTRACTOR shall agree upon the AGREEMENT temunation provisions including but not limited to the settlement terms, 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 ofa partial termination the portion to be terminated. 1 -however if in the case of partial termination. WSDOT determines that the remaining portion ol'the award will not accomplish the purposes for which the award was made, WSDOT mat terminate the award in its entuett The 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 oldie President with respect to the prosecution of 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 CONTRACTOR is prevented from proceeding with the Project by reason ofa 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 bt the acts or omissions of persons or agencies other than the CON'T'RACTOR, or 5 The State Government determines that the purposes of the statute authonzing 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 pat able under this AGREEMENT that the CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit its claim for reimbursement to WSDOT If the CONTRACTOR has ant propertt in its possession belonging to WSDOT. the CONTRACTOR will account for the sane, and dispose of it in 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 ant- part of the financial assistance provided herein, at any time h\ \written notice to the CONTRACTOR, if the CONTRACTOR materially breaches or fails to performs an of the requirements of this AGREEMENT, including. 1 Takes ant 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 Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers substantial performance of the Project: or 4 Fails to perform in the manner called for in this AGREEMENT or fails. to comply with, or is in violation of, ant provision of this AGREEMENT WSDOT shall serve a notice of termination on the CONTRACTOR setting forth the manner in which the CON'T'RACTOR is in default hereunder If it is later determined bt WSDOT that the CONTRACTOR had an excusable reason for not performing, such as events which are not the fault of or are bet and the control of the CONTRAC'T'OR. such as a strike, lire or flood, WSDOT mat (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, un its sole discretion may, in the case ofa termination for breach or default, allow the CONTRACTOR ten (10) business dat s, or such longer period as determined bt WSDO'i', in which 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 WSiX)T'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 terminate this AGREEMENT without ant further obligation to CONTRACTOR. An\ such termination for default shall not in anv way operate to preclude WSDOT T Irons 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 anv breach by CONTRACTOR of any covenant. term or condition of this AGREEMENT , such \vaiver hr WSDOT shall not limit WSDOT's remedies for anv succeeding breach of that or of ant other term, covenant, or condition of this AGREEMENT GCB2643 Page 6 of 22 E If this AGREEMENT is terminated, whether for convenience or for default, before the specified end date set forth in the caption header, "Term of Project", WSDOT and the CONTRACTOR shall execute an amendment to this AGREEMENT identifying the termination date and the reason for termination. Section 21 Forbearance by WSDOT Not a Waiver An forbearance by WSDOT in 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 22 Lack of Waiver In no event shall an WSDOT payment of grant funds to the CONTRACTOR 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 with respect to anv breach or default. Section 23 Limitation of Liability A. The CONTRACTOR shall indemnity and hold harmless WSDOT, its agents, employees, and officers 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 the execution of 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 b), the sole 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 PARTY, its employees, officers, authorized agents, and/or contractors. The indeinmfication 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 the employees 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 waives anv immunity under the State Industrial Insurance Law, Title 5 1 Revised Code of Washington. D In the event either the CONTRACTOR or WSDOT mcurs attorney's tees, 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 24 Agreement Modifications Either PARTY mal, 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 bind from each of the PARTIES Provided, however, that changes to the federal award identification number, DUNS, 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 writing. Section 25 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 he held liable for offering advice to the CON'T'RACTOR. GCB 2643 Page 7 of 22 Section 26 Venue and Process In the event that either PARTY deems it nccessart 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 apple Section 27 Subrogation A. Prior to Subrogation. WSi:>O'T may require the CONTRACTOR to take such action as may be necessary or appropriate to preserve the CONTRAC"I OR's right to recover damages from anv person or organization alleged to be legally responsible for injury to any equipment, property, or transportation program in which WSDOT has a financial interest. [3 Subrogation. WSDOT may require the CONTRACTOR to assign to WSDOT all right of recovery against an 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 WSDOT C Duties of the CONTRACTOR. If WSDOT has exercised its right of subrogation, the CONTRACTOR shall cooperate with 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 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 yvitnesses as requested by WSDOT Section 28 Counterparts This AGREEMENT may be simultaneously executed in several counterparts, each of yvhich 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 temis and conditions thereof Section 29 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, an statement, representation, promise or agreement not set forth herein or made by nntlen amendment hereto Section 30 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 an 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 anv covenant or provision shall delay the performance Dram other covenant or provision except as herein allowed. Section 31 Order of Precedence Any conflict or inconsistency in this AGREEMENT and its attachments will be resolved bt giving documents precedence in the following order I Federal law 2 Exhibit II_ Federal Provisions, if applicable 3 State law 4 This AGREEMENT 5 Exhibit I Section 32 Execution This AGREEMENT is executed bt, the Director, Public -Transportation Division, State of Washington. Department of Transportation or the Director's designee, not as an individual incurring 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 GCB2643 Page 8 or 22 Section 33 Binding Agreement The undersigned acknowledge that they are authorized to execute this AGREEMENT and bind their respective agency(ies) and or entity(ies) to the obligations set forth herein. IN WITNESS WFIERFOF, the PARTIES hereto have executed this AGREEMENT the day and year signed last below WASHINGTON STATE DEPARTMENT OF TRANSPORTATION Brian Lagerberg. Director Audio : wed RepresentatiN e Public Transportation Division CONTRACTOR Date APPROVED AS TO FORM BY Susan Cruise Assistant Attorney General 6/28/17 Date Title O.(/' filtummor bvinrnrb Print Name ti)v 2-a, 9617 Date CITY CONTRACT NO: 0/1- z i 9 RESOLUTION NO' /� 01 7 -) GCB2643 Page 9 of 22 Exhibit I SCOPE OF WORK AND BUDGET Current Total Project Cost Federal Funds $435,811 State Funds $340,203 Contractors Funds $392.000 Total Project Cost $1,168,014 Funding by Project Project A UPIN PTCO870 Scope of Work: To sustain commuter transportation services for employment and educational opportunities for the general public and persons with special needs between Yakima and Ellensburg (YEC) Funds Federal Award Identification # Percentage Current Funds Total Current Funds FTA 5311 WA -2017-066 55% $435,811 $435,811 Contractor's Funds N/A 45% $352,000 $352,000 Total Project Funds N/A 100% $787.81 1 $787.811 Budget Current Funds and percentages identified reflect current total Protect funds for the 2017-2019 biennillnl Protected finds are subject to avciilabiliiy by ETA or Washington State Legislation. and will be added to this AGREEMENT: subject 10 C'ONTRAC'TOR 's compliance with this AGREEMENT and after any such appropriation is enacted 11110 law. by written amendment If any such projectedfinds are not available. the provisions of,S'ection 20 A. Termination for Convenience, .shall apply and WSDOT will not be fincincially responsible for any operating finding assistance or costs incurred by CONTRACTOR for the Protect beyond the Current Funds appropriated for the 2017-2019 biennium Project B UPIN PTCO871 Scope of Work: To expand commuter transportation sere ices for the general public and persons Nsith special needs between Yakima and Ellensburg Funds Percentage Current Funds Total Current Funds Competitive Rural Mobility Funds 51% $41,252 $41.252 Contractor's Funds 49% $40,000 $40,000 Total Project Funds 100% $81,525 581,525 Budget Current Funds and/ percentages identified reflect current total Project fllncls /r the 2017-2019 bienniu,n Protectedf Inds are subject to availability by FIA or Washington .S'tate Legislation. and will be added to this AGREEMENT subject to CONTRAC'T'OR 's compliance with this AGREEMENT and after any such appropriation is enacted into law by written amendment If any such protected find`' are not cNailahle. the provisions of S'ection 20.A, Termination for Convenience, shall apply and WSDOT will not be financially responsible, f or any operating fiincling assistance or costs incurred by CONTRACTOR.* the Protect beyond the Current Funds appropriated /or the 20/7-20/9 biennium GCB2643 Page 10 of 22 Project C UPIN PTCO891 Scope of Work: To sustain demand response, ADA accessible, transportation services for persons with special needs within the cities of Yakima and Selah. Funds Percentage Current Funds Total Current Funds Paratransit Special Needs Transit Formula 100% $298,951 $298,951 Contractor's Funds 0% $ 0 $ 0 Total Project Funds 100% $298,951 $298,951 Budget Current Funds and percentages identified reflect current total Protect Ands for the 2017-2019 biennium Projectedfiends are .subject to availability by FTA or Washington State Legislation, and will be added to this AGREEMENT subject to CONTRACTOR's compliance with this AGREEMENT and after any such appropriation is enacted into law, by written amendment. If any such projectedfunds are not available, the provisions of Section 20.A, Termination for Convenience, shall apply and WSDOT will not be financially responsible for any operating funding assistance or costs incurred by CONTRACTOR for the Protect beyond the Current Funds appropriated for the 2017-2019 biennium. GCB2643 Page 1 1 of 22 Exhibit II Federal Provisions for this AGREEMENT that Includes Federal Funds (Grant Agreement) Section 1 Assignments and Subcontracts In addition to the requirements of Section 7 (B) of the AGREEMENT, the CONTRACTOR agrees to include Sections 3 through 23 of this Exhibit 11, Federal Provisions, in each subcontract and in all contracts it enters into for the employment of any individuals, procurement of am incidental goods or supplies, or the performance of any \York to be accomplished under this AGREEMENT Section 2 Contractor's Share of Project Costs In addition to the requirements of Section 5, Contractors Share of Project Costs, of the AGREEMENT, the CONTRACTOR agrees that Project Costs" eligible for federal participation, including Contractor Funds used as match to other FTA funds, must comply with U S DC)T requirements (Common Rules) to the extent applicable A. Requirements Applicable On or After December 26, 2014 The following requirements apply to the Award, the accompanying Underlying Agreement, and any Amendments thereto signed by an authorized FTA official on or after December 26. 2014 as follows 1 U S DOT regulations. "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 C F R. part 1201, which incorporates by reference U S OMB regulatory guidance, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," 2 C F R. part 200, and which applies to an Award, the accompanying Underlying Agreement, and am Amendments to any Underlying Agreement with a state, Local government, Indian tribe, institution of higher education (II -IE), or nonprofit organization. and 2 Except as FPA deternunes otherwise in wnlnng, U S DOT regulations. "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards." 2 C F R. part 1201, and Subparts A through E of U S OMB regulatory guidance, -Uniform Administrative Requirements, Cost Principles_ and Audit Requirements for Federal Awards," 2 C F R. part 200, apply to a private for-profit entity: notably, the Cost Principles of subpart 31 2 of the Federal Acquisition Regulation, which permits the payment of profits or fees for work under procurement contracts, generally will not apply to private for-profit entities Section 3 Reports A. In addition to the requirements of Section R, Reports. of the AGREEMENT, the CONTRACTOR shall collect and submit to WSDOT, at such time as WSiX)T may require, such financial statements, data, records. contracts, and other documents related to the Project as may be deemed necessary by WSDOT and FTA and which may include but are not limited to 1 Drug Abuse and Alcohol Abuse Testing compliance reports as required in this AGREEMENT 2 Goods and services purchased from Disadvantaged Business Enterprises. 3 National Transit Database The condition of, its public transportation assets. as provided in FTA regulations, "Transit Asset Management_ National Transit Database," 49 C F.R. parts 625 and 630 B Program income The CONTRACTOR shall comply with Program Income provisions in 2 CFI2 Part 200 and 2 C F R. part 1201 , whichever is applicable, and prepare a quarterly report of the gross income, as defined m WSDO'I 1s Consolidated Grants Program Guidebook. and any amendments thereto. whichever is applicable, received by CONTRACTOR that is directly generated by the Project activity supported by the funding in this AGREEMENT Section 4 Accounting Records In addition to the requirements of Section l4, Accounting Records, of the AGREEMENT, the CONTRACTOR shall comply with the following. 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 he identified with the Project, m accordance with applicable federal regulations and other requirements that FTA may impose The CONTRACTOR agrees that all checks. payrolls, invoices. contracts, vouchers. orders. or other accounting documents pertaining inn whole or m part to the Project shall be clearly identified, readily accessible_ and available to WSDOT and FTA upon request. and. to the extent feasible, kept separate from documents not pertaining to the Project. GCB2643 Page 12 of 22 13 Funds Received or Made Available for the Project The CONTRACTOR agrees to deposit in a financial institution. all Project payments it receives from the Federal Government and record in the Project Account all amounts provided b\ the Federal Government in support of this Grant AGREEMENT or Cooperative AGREEMENT and all other funds provided for, accruing to, or otherwise received on account of the Project (Project funds) m accordance with applicable Federal regulations and other requirements FTA may impose Use of financial institutions owned at least 50 percent by minority group members is encouraged. Section Audits, inspection, and Retention of Records In addition to the requirements of Section 15, Audits, Inspection. and Retention of Records, of the AGREEMENT, the CONTRACTOR agrees to follow reporting and record-keeping requirements are set forth in 2 C.F R. part 1201 The CONTRACTOR also agrees to perform the financial and compliance audits required by the Single Audit Act Amendments of 1996, 31 USC §§ 7501 et set/ , and applicable U S DOT "Single Audit" requirements of 2 C F R. part 1201, which incorporate by reference 2 C F R. part 200, for each Award, and any Amendments to any Underlying Agreement. The CONTRACTOR agrees that audits will be carried out in accordance with U S General Accounting Office "Government Auditing Standards" The CONTRACTOR agrees to obtain any other audits required b\ the Federal Government or WSDOT Project closeout will not alter the CONTRACTOR's audit responsibilities. The CONTRACTOR agrees to permit the United States Department of Transportation, and the Comptroller General of the United States, or their authorized representatives, to inspect all Project work materials, payrolls, and other data and records, and to audit the books, records, and accounts of the CONTRACTOR and its subcontractors pertaining to the Project. The CONTRACTOR agrees to require each third -party contractor whose contract award is not based on competitive bidding procedures as defined b\ the United States Department of Transportation to permit WSDOT. the State Auditor, the United States Department of Transportation, and the Comptroller General of the United States, 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 as required by 49 USC § 5325(g) Section 6 Procurement The CONTRACTOR shall make purchases of any incidental goods or supplies essential to this AGREEMENT through procurement procedures approved in advance by WSDOT and consistent with the following provisions A. General Procurement Requirements. The CONTRACTOR shall comply with third -party procurement requirements of 49 USC chapter 53 and other applicable Federal laws in effect now or as subsequently enacted; with the United States Department of Transportation (U S DOT) third -party procurement regulations of 2 CFR Part 200 and 2 C F R. part 1201 and other applicable Federal regulations pertaining to third -party procurements and subsequent amendments thereto The CONTRACTOR shall also comply with the provisions of FTA Circular 4220 IF, "Third Parte Contracting Guidance," March 18, 2013 and any later revision thereto, except to the extent FTA determines otherwise in writing. which by this reference are incorporated herein, and any reference therein to -Grantee. shall mean CONTRACTOR. B Full and Open Competition. In accordance with 49 USC § 5325(a), the CONTRACTOR agrees to conduct all procurement transactions in a manner that provides full and open competition as determined by FTA. C Preference for United States Products and Services. To the extent applicable, the CONTRACTOR agrees to comply with the following U 5 preference requirements 1 Buy America. The CONTRACTOR agrees to comply with 49 USC § 5323(j), with FTA regulations, "13uy America Requirements," 49 CFR Part 661, and any later amendments thereto 2 Cargo Preference—Use of United States -Flag Vessels The CONTRACTOR agrees to comply with 46 USC § 55305 and U S Maritime Administration regulations, "Cargo Preference—U S -Flag Vessels," 46 CFR Part 381, to the extent those regulations apply to the Project. 3 Fly America. The CONTRACTOR understands and agrees that the Federal Government will not participate in the costs of international air transportation of any persons involved in or property acquired for the Project unless that air transportation is provided U S -flag air careers to the extent service by U S -flag air carriers is available, in accordance with the international Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 USC § 40118, and with U 5 GSA regulations, "Use of United States Flag Air Carriers," 41 CFR §§ 301-10 131 through 301- 10 143 GCB 2643 Page 13 of 22 D Preference for Recycled Products To the extent applicable, The CONTRACTOR agrees to comply with U S Environmental Protection Agency (U S EPA), `Comprehensive Procurement Guideline for Products Containing Recovered Materials'', 40 CFR Part 247, which implements section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 USC § 6962 Accordingly. the CONTRACTOR agrees to provide a competitive preference ler products and services that conserve natural resources. protect the environment, and are energy efficient, except to the extent that the Federal Government determines otherwise in writing. E. Geographic Restrictions. The CONTRACTOR agrees to not use any state or local geographic preference, except those expressly mandated or encouraged by federal statute or as permitted by FTA. F Government Orders. In case any lawful government authority shall make anv order with respect to the Project or Project Equipment, or am part thereof, or the PARTIES hereto or either PARTY, the CON'TRAC'TOR shall cooperate with WSDOT in carrying out such order and will arrange its operation and business so as to enable WSDOT to comply with the terms of the order Section 7 Charter Service Operations The CONTRACTOR agrees that neither it nor any public transportation operator performing work in connection with a Project financed under 49 USC chapter 53 or under 23 USC §§ 133 or 142, will engage in charter service operations without first notifying its WSDOT project manager in writing of its intent, and learning the reporting requirements, exceptions, exemptions. and potential violations related to the specific funding source(s) of the subject AGREEMENT Subsequent to coordination with WSDOT, CONTRACTOR agrees that it shall not engage in charter service operations, except as authorized by 49 USC § 5323(d) and FTA regulations, Charter Service,' 49 CFR Part 604. and any Charter Service regulations or FTA directives that may be issued, except to the extent that FTA determines otherwise in y\riting. The Charter Service Agreement the CONTRACTOR has selected in its latest annual Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement for the Project If the CONTRACTOR has failed to select the Charter Service Agreement in its latest annual Certifications and Assurances to FTA and does conduct charter service operations prohibited by FTA's Charter Service regulations, the CONTRACTOR understands and agrees that (1) the requirements of FTA's Charter Service regulations and any amendments thereto \till apply to am charter service it or its subrecipients, lessees. third -part` contractors, or other participants in the Project provide; (2) the definitions of FTA's Charter Service regulations will apply to the CON'TRACTOR's charter operations, and (3) a pattern of violations of FTA's Charter Service regulations may require corrective measures and imposition of remedies, including barring the CONTRACTOR, subreeipient, lessee, third -party contractor, or other participant m the Project operating public transportation under the Project from receiving Federal financial assistance from FTA, or withholding an amount of Federal assistance as set forth in Appendix D to FTA's Charter Service regulations. Section 8 School Bus Operations The CONTRACTOR agrees that neither it nor any public transportation operator perfiornring work in connection with a Project financed under 49 USC chapter 53 or under 23 USC §§ 133 or 142, will engage in school transportation operations for the transportation of students or school personnel exclusively in competition with private school transportation operators, except as authorized h\ 49 USC §§ 5323(1) or (g), as applicable, and FTA regulations, School Bus Operations," 49 CFR Part 605 to the extent consistent with 49 USC §§ 5323(1) or (g), in accordance with an School Transportation Operations regulations or F1'A directives that may he issued at a later date, except to the extent that FTA determines otherwise in writing. The School' Transportation Operations Agreement the CONTRACTOR has selected in its latest annual Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or Cooperative Agreement For the Project. lithe CONTRACTOR has laded to select the School 'Transportation Operations Agreement in its latest annual Certifications and Assurances to FTA and does conduct school transportation operations prohibited by FTA's School Bus Operations regulations. 49 CFR Part 605, to the extent those regulations are consistent with 49 USC §§ 5323(l) or (g). the CONTRACTOR understands and agrees that. (1) the requirements of FTA's School I3us Operations regulations, 49 CFR Part 605, to the extent consistent with 49 USC §§ 5323(1) or (g), wi11 apply to any school transportation service it or its subrecipients, lessees, third -party contractors. or other participants in the project provide, (2) the definitions of FTA's School I3us Operations regulations will apply to the CONTRACTOR's school transportation operations, and (3) if there is a violation of F'I A's School Bus Operations regulations to the extent consistent with 49 USC §§ 5323(1) or (g), ETA will bar the CONI RACTOR, subreeipient, lessee. third -party contractor, or other Project participant operating public transportation that has violated FTA's School Bus Operations regulations. 49 CFR Part 605, to the extent consistent with 49 USC §§ 5323(1) or (g), from receiving Federal transit assistance in an amount FTA considers appropriate and FTA may require remedial measures as FTA considers appropriate m addition to barring a subreeipient from receiving further transit funds GCB2643 Page 14 of 22 Section 9 Incorporation of Federal Terms A. Purchasing. This AGREEME:NT's provisions include, in part, certain Standard Terms and Conditions required by FTA, whether or not expressly set forth herein. All contractual provisions required by FTA, as set forth in FTA Circular 4220 1F, are hereby incorporated by reference into this AGREEMENT 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 WSDOT request, which would cause WSDOT to be in violation of an` FTA term or condition. B Federal Changes. The CONTRACTOR shall at all times comply' with all applicable FTA regulations, policies, procedures and directives, whether or not they are referenced in this AGREEMENT and include any amendments promulgated by the FTA, during the term of this AGREEMENT The CONTRACTOR's failure to so comply shall constitute a material breach of this AGREEMENT Section 10 No Obligation by the Federal Gosernment A. WSDOT and the CONTRACTOR acknowledge and agree that regardless of any concurrence or approval by the Federal Government of the solicitation or award of this AGREEMENT, the Federal Government is not a party to this AGREEMENT unless it provides its express written consent. The Federal Government shall not be subject to any obligations or liabilities to the CONTRACTOR, subcontractor, lessee, or any other participant at any tier oldie project (whether or not a PARTY to this AGREEMENT) pertaining to any matter resulting from this AGREEMENT B No contract between the CONTRACTOR and its subcontractors, lessees, or any other participant at any tier of the project shall create am obligation or liability' of WSDOT with 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 The CONTRACTOR hereby agrees to include this provision in all contracts it enters into for the employment of any individuals, procurement of any materials, or the perfornnance of any work to be accomplished under this AGREEMENT Section 11 Termination In addition to the requirements of Section 20, Termination. of the AGREEMENT, WSDOT and/or the CONTRACTOR may suspend or terminate this AGREEMENT, m whole or in part, and all or any part of the federal and/or state financial assistance provided herein, at any time by written notice to the other PARTY in accordance with 2 CFR Part 200 and 2 C.F.R. part 1201, whichever is applicable Also, the Federal Government may determine the purposes of the statute authorizing the Project would not be adequately served by the continuation of federal and/or state financial assistance for the Project. or terminates this AGREEMENT due to a determination that the CONTRACTOR has (a) willfully misused Federal assistance Funds by failing to make adequate progress on the Project, (b) failed to make reasonable and appropriate use of the Project real property, facilities, or equipment, or (c) failed to comply with the terms of this AGREEMENT In the event of a termination under this subsection, and the Federal Government exercises its right to require WSDOT to refund any or all of the Federal Funds provided for the Project, the CONTRACTOR shall return all monies reimbursed to it by WSDOT, in the amount required by the Federal Government, within sixty (60) days of its receipt of a certified letter from WSDOT Section 12 Ethics In addition to the requirements of Section II. Ethics, of the AGREEMENT, the CONTRACTOR shall comply with the following. A. Code of Ethics. The CONTRACTOR agrees to maintain a \yritten code or standards of conduct that shall govern the performance of its officers, employees, board members, or agents engaged in the award and administration of contracts, subagreements, leases, third -party contracts, or other arrangements supported by federal assistance The code or standards shall provide that the CONTRACTOR's officers, employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from any present or potential subcontractor, lessee, sub -recipient, or participant at any tier of the Project, or agent thereof. The CONTRACTOR may set ole mini nis rules where the financial interest is not substantial, or the gilt is an unsolicited item of nominal intrinsic value These codes or standards shall prohibit the CONTRACTOR's officers, employees. board members, or agents from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain. As permitted b\ state or local law or regulations, such code or standards shall include penalties, sanctions, or other disciplinary actions for violations by the CONTRACTOR's officers, employees, board members, or agents, or by subcontractors, lessees, sub -recipients, other participants, or their agents The CONTRACTOR must fully comply with all the requirements and obligations of chapter 42 52 RCW that govern ethics in state and local governments. GCB2643 Page 15 of 22 1 Personal Conflict of interest The CONTRACTOR's code or standards shall prohibit the CONTRACTOR-s employees, officers, board members, or agents from participating in the selection, award, or administration oI'a contract supported by Federal Funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when an\ of the parties set forth below has a financial or other interest in the fine or entit\ selected for award. a The employee, officer, board member_ or agent, b Any member of his or her immediate family, c His or her partner; or d. An organization that employs, or is about to employ, ant of the above 2 Organizational Conflict of Interest. The CONTRACTOR's code or standard of conduct mist include procedures for rdentdt'mg and preventing real and apparent organizational conflicts of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third-part\ contract, subagreement, lease, or other arrangement at an tier may, without some restrictions on future activities, result in an unfair competitive advantage to the subrecipient, lessee, third-parte contractor, or other participant ant any tier of the Project or impair its objectivity in performing the work under this AGREEMENT B Debarment and Suspension. The CONTRACT OR agrees to comply, and assures the compliance of each sub- recipient, lessee, third-party contractor, or other participant at am tier of the project, \vrth the requirements of Executive Orders Numbers 12549 and 12689 Per 2 C F.R. § 180 220, a contract award must not be made to parties listed on the govern nentwrde exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C F R. § 180 that implement Executive Orders Nos 12549 (3 C F R part 1986 Comp , p 189) and 12689 (3 C F R. part 1989 Comp , p 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulator\ authority other than Executive Order No 12549 The CONTRACTOR agrees to, and assures that its subrecipients, lessees, third-party contractors, and other participants at any tier of the Project will, search the System for Award Management at vww.sam.gov before entering into any third subagreement, lease, third-party contract, or other arrangement in connection with the Project, and will include a similar terns or condition in each of its lower-tier covered transactions. CONTRACTOR understands that a suspension, debarment, or other similar action against a third party by CONTRACTOR is considered an adverse action that can result in a change in Project performance and agrees to provide immediate written notice to FTA. C Bonus or Commission. The CONTRACTOR affirms that it has not pard, and agrees not to pay, any bonus or commission to obtain approval of its application for federal financial assistance for this Project. D Restrictions on Lobbying. The CONTRACTOR agrees to 1 Comply with Byrd Anti -Lobbying Amendment, 31 USC § 1352(a) and will not use Federal assistance to pa\ the costs of influencing am officer or employee of a Federal agency, Member of Congress, officer of Congress or employee of a member of Congress, in connection with making or extending the Grant AGREEMENT or Cooperative Agreement, and 2 Comply, and assure compliance by each subcontractor at any tier, each lessee at any tier and each sub -recipient at an\ tier, with applicable requirements of U S DOT regulations, -New Restriction on Lobbying," 49 CFR Part 20, modified as necessary by 31 USC § 1352, and 3 Compl\ with federal statutor provisions to the extent applicable prohibiting the use of Federal assistance Funds for actrvrtres designed to influence Congress or a state legislature on legislation or appropriations, except through proper, official channels. E Employee Political Activity. To the extent applicable, the CONTRACTOR agrees to comply with the provisions of the Hatch Act, 5 USC §§ 1501 through 1508, and §§ 7324through 7326. and Office of Personnel Management regulations, "Political Activity of State or Local Officers or Employees." 5 CFR Part 151 The Hatch Act limits the political activities of state and local agencies and their officers and employees, whose principal employment activities are financed in whole or in part with Federal f unds including a loan; grant, or cooperative agreement. Nevertheless, in accordance with 49 USC § 5307 (k)(2)(13) and 23 USC § l42(g), the Hatch Act does not apply to a non -supervisory emplo\ ee of a public transportation system (or of any other agency or entity performing related functions) receiving assistance pursuant to the MAP -21 or SAFE -UFA -EU provisions and/or receiving FTA assistance to whom the 1 -hitch Act does not otherwise apply F False or Fraudulent Statements or Claims. The CONTRACTOR acknowledges and agrees that 1 Civil Fraud The Program Fraud Civil Remedies Act of 1986, as amended_ 31 I_JSC §§ 3801 et seq., and U S DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actrvrtres in connection with the Project. Accordingly, b\ executing this AGREEMENT. the CONTRACTOR certifies or affirms the truthfulness and accurae\ GCB 2643 Page 16 of 22 of each statement it has made, it makes, or it may make in connection with the Project covered by this AGREEMENT in addition to other penalties that may apply, the CONTRACTOR also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government. the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the CONTRACTOR to the extent the Federal Government deems appropriate 2 Crinunal Fraud. If the CONTRACTOR makes a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government or includes a false, fictitious, or fraudulent statement or representation in any agreement in connection with this Project authorized under 49 USC Chapter 53 or any other federal law, the Federal Goverment reserves the right to impose on the CONTRACTOR the penalties of 49 USC §323(1), 18 USC § 1001 or other applicable Federal law to the extent the Federal Government deems appropriate 3 CONTRACTOR understands that a false claim is considered an adverse action that can result in a change in Project performance 1 Trafficking in Persons. To the extent applicable, the CONTRACTOR agrees to comply with, and assures the compliance of each subrecipient with, the requirements of the subsection 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended, 22 USC § 7104(g), and the provisions of this Subsection 3.g of FTA Master Agreement (23) dated October 1, 2016, which by this reference is incorporated herem as if fully set out in this AGREEMENT, and any amendments thereto consistent with U S OMB guidance, "Trafficking in Persons. Grants and Cooperative Agreements," 2 CFR Part 175 Section 13 Civil Rights The CONTRACTOR shall comply with all applicable civil rights laws, regulations and directives, except to the extent that the Federal Government determines otherwise in writing. These include, but are not limited to, the following. A. Nondiscrimination in Federal Transit Programs The CONTRACTOR agrees to comply, and assures compliance by each third -part• contractor, lessee or other participant at any tier, with the provisions of 49 USC § 5332, which prohibits discrimination on the basis of race, color, creed, national origin, sex, disability, sexual orientation, gender identity, status as a parent, or age, and prohibits discrimination in employment or business opportunity; B Nondiscrimination -Title VI of the Civil Rights Act The CONTRACTOR agrees to comply, and assure compliance by each third -party contractor at any tier, with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 USC §§ 2000d et seq , and U S DOT regulations, "Nondiscrimination in Federally -Assisted Programs of the Department of Transportation -- Effectuation of Title VI of the Civil Rights Act", 49 CFR Part 21 Except to the extent FTA detennines otherwise in venting, the CONTRACTOR also agrees to follow all applicable provisions of the most recent edition of FTA Circular 4702 1, "Title VI Requirements and Guidelines for Federal Transit Administration Recipients," to the extent consistent with applicable Federal laws, regulations . and guidance; and U S DOJ. "Guidelines for the enforcement of Title VI, Civil Rights Act of 1964," 28 CFR § 50 3, and any other applicable Federal guidance that maN be issued. C Equal Employment Opportunity The CONTRACTOR agrees to comply, and assures compliance by each third - party contractor, lessee or other participant at any tier of the Project, with all equal employment opportunity (EEO) provisions of 49 USC §5332, with requirements of Title VII of the Civil Rights Act of 1964, as amended, 42 USC § 2000e et seq , and Executive Order 11246 and Executive Order 13672, FTA Circular 4704 1 "Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients", and any implementing Federal regulations and any subsequent amendments thereto Except to the extent FTA deternunes otherwise in writing, the CONTRACTOR also agrees to comply with any applicable Federal EEO directives that may be issued. Accordingly 1 The CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, sexual orientation, gender identify status as a parent, age, or national origin. The CONTRACTOR agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, color, creed, sex, disability, sexual orientation, gender identity, status as a parent„ age, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship The CONTRACTOR shall also comply with any implementing requirements FTA may issue 2 It' the CONTRACTOR is required to submit and obtain Federal Government approval of its EEO program, that EEO program approved by the Federal Government is incorporated by reference and made part of this AGREEMENT Failure by the CONTRACTOR to cam out the terms of that EEO program shall be treated as a violation of this AGREEMENT Upon notification to the CONTRACTOR of its failure to carry out the approved EEO program, the GCB2643 Page 17 of 22 Federal Government mat impose such remedies, as it considers appropriate, mcludmg termination of federal financial assistance, or other measures that may affect the CONTRACTOR's eligibilit\ to obtain future federal financial assistance for transportation projects. D Nondiscrimination on the Basis of Sex. The CONTRACTOR agrees to comply with all applicable requirements of Title iX of the Education Amendments of 1972, as amended, 20 USC §§ 1681 el seq and with am implementing Federal regulations that prohibit discrimination on the basis of sex that may be applicable E. Nondiscrimination on the basis of Age The CONTRACTOR agrees to complt with applicable requirements of 1 The Age Discrimination Act of 1975, as amended, 42 USC §§ 6101 et sec . and \yith implementing U S Health and 1 -human Services regulations, -`Nondiscrimination on the Basis of Age m Programs and Activities Receiving Federal Financial Assistance", 45 CFR Part 90. which prohibits discnmination on the basis of age 2 The Age Discrimination in Employment Act (ADEA) 29 USC §§ 621 through 634 and with implementing U S Equal Employment OpportunitN Commission (U S EEOC) regulations, "Age Discrimination in Employment Act" 29 CFR Part 1625 F Disabilities -Employment In accordance with section 102 of the Americans with Disabilities Act, as amended. 42 USC § 12112, the CONTRACTOR agrees that it will comply with the requirements of U S Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630. pertaining to employment of persons with disabilities. In addition, the CONTRACTOR agrees to comply with Fr A Circular 4710 1. "Americans with Disabilities Act. Guidance," and any implementing requirements FTA may issue G Disabilities -Access. The CONTRACTOR agrees to comply wrath all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 USC § 794, which prohibit discrimination on the basis of handicap, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC §§ 12101 et seq., which requires the provision of accessible facilities and services to be made available to persons with disabilities; and the Architectural Barriers Act of 1968, as amended. 42 USC §§ 4151 et sec, which requires that buildings and public accommodations be accessible to persons with disabilities and with other laws and amendments thereto pertaining to access for individuals with disabilities that may be applicable. In addition, the Recipient agrees to comply with applicable implementing Federal regulations and any later amendments thereto, and agrees to follow applicable Federal directives except to the extent FTA approves otherwise in writing. Among those regulations and directives are the following U S DOT regulations, Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37, U S DOT regulations, "Nondiscrimination on the Basis of 1-iandicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 CFR Part 27, Joint U S Architectural and Transportation Barriers Compliance Board U S DOT regulations; "Americans with Disabilities (ADA) Accessibility Specifications fur Transportation Vehicles," 36 CFR Part 1 192 and 49 CFR Part 38, U S D0.1 regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 CFR Part 35. U S DOJ regulations, `Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 CFR Part 36. U S OSA regulations, '`Accommodations for the Physically Handicapped," 41 CFR Subpart 101-19; U S Equal Employment Opportunit\ Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630; U.S Federal Communications Commission regulations, `Telecommunications Relay Services and Related Custom Premises Equipment for the Hearing and Speech Disabled," 47 CFR Part 64, Subpart F. U S Architectural and Transportation Barriers Compliance Board (AT13C13) regulations, `Electronic and Information Technology Accessibility Standards" 36 CFR Part 1194, FTA regulations, Transportation for Elderly and Handicapped Persons," 49 CFR Part 609; and Federal civil rights and nondiscrimination directives implementing the foregoing regulations, except to the extent the Federal Government deternnmes otherwise in writing. II Drug or Alcohol Abuse. Confidentiality and Other Coil Rights Protections The CONTRACTOR agrees to comply with the confidentialit\ and other civil rights provisions of the Drug Abuse Office and Treatment Act of 1972, as amended 21 USC §§ 1 101 et sec . with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 USC §§ 4541 et sec , and comply with the Public Health Service Act of 1912. as amended, 42 USC §§ 290dd through 290dd-2, and an amendments to these laws The CONTRACTOR understands the requirements of confidentiality concerning persons covered and/or receiving services and/or treatment regarding alcohol and drug abuse. as defined in the aforementioned acts as applicable. including any civil and criminal penalties for not complying with the requirements of confidentiality and that failure to comph with such requirements may result in termination of this AGREEMENT I Access to Services for Persons with Limited English Proficiency The CONTRACTOR agrees to comply syith the policies of Executive Order No 13166. "Improving Access to Services for Persons with Limited English GCB2643 Page 18 of 22 Proficiency," 42 USC § 2000d-1 note, and with provisions of U S DOT Notice "DOT Policy Guidance Concerning Recipients' Responsibilities to Limited English Proficiency (LEP) Persons," 70 Fed. Reg. 74087, December 14, 2005 J Environmental Justice. The CONTRACTOR agrees to comply with the policies of Executive Order No 12898, "Federal Actions to Address Environmental Justice in Minority populations and Low-tncome Populations", 42 USC § 4321 note. and DOT Order 5610 2, `Department of Transportation Actions to address Environmental Justice in Minority Populations and Low -Income Populations," 62 Fed. Reg. 18377 et seq , April 15, 1997, and The most recent and applicable edition of FTA Circular 4703 1, "Environmental Justice Policy Guidance for Federal Transit Administration Recipients," August 15, 2012, except to the extent that the Federal Government determines otherwise u1 writing. K. Other Nondiscrimination Statutes The CONTRACTOR agrees to comply with all applicable provisions of other Federal laws, regulations, and directives pertaining to and prohibitmg discrimination and other nondiscrimination statute(s) that may apply to the Project including chapter 49 60 RCW Section 14 Participation of Disadvantaged Business Enterprises To the extent applicable, the CONTRACTOR shall take the following measures to facilitate participation by disadvantaged business enterprises (DBE) in the Project. A. The CONTRACTOR agrees to comply with section 1101(b) of MAP -21, 23 USC §101 note, and U S DOT regulations. "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs;" 49 CFR Part 26, and Federal transit law, specifically 49 USC § 5332 B The CONTRACTOR agrees that it shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any third -part) contract, or sub -agreement supported «nth federal assistance denved from the U S DOT or in the administration of its DBE program or the requirements of 49 CFR Part 26 The CONTRACTOR agrees to take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of all third -party contracts and sub -agreements supported \\nth federal assistance derived from the U S DOT and to follow all requirements specified in WSDOT's Consolidated Grants Program Guidebook, and anv amendments thereto, referencing D13E standards and any amendments thereto The CONTRACTOR's DBE program, as required by 49 CFR Part 26 and approved by the U S DOT, is incorporated by reference and made part of this AGREEMENT Implementation of the DBE program is a legal obligation, and failure to cam out its terms shall be treated as violation of this AGREEMENT Upon notification to the CONTRACTOR of its failure to implement its approved D13E program, the U S 1XOT may impose sanctions as provided for under 49 CFR Part 26 and mav, m appropriate cases, refer the matter for enforcement under 18 USC § I001, and/or the Program Fraud Civil Remedies Act, 31 USC §§ 3801 et seq. Section 15 Energy Conservation and Environmental Requirements In addition to the requirements of Section 13, Environmental Requirements, of the AGREEMENT, the CONTRACTOR shall comply with the following: A. Ener*. Conservation. The CONTRACTOR shall comply with the mandatory standards and policies relating to energy efficiency standards and policies within the Washington State energy conservation plan issued m compliance with the Energy Policy and Conservation Act, 42 USC § § 6321 et seq , and any amendments thereto B Environmental Protection. The CONTRACTOR agrees to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended (NEPA), 42 USC §§ 4321 through 4335, Executive Order No 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 USC § 4321 note; FTA statuton requirements at 49 USC § 5324(b), U S Council on Environmental Quality regulations imposing requirements for compliance with the National Environmental Policy Act of 1969, as amended, 40 CFR Part 1500 through 1508, joint Federal I-lighwav Administration (Fl-IWA)/FTA regulations, "Environmental Impact and Related Procedures," 23 CFR Part 771 and 49 CFR Part 622, and subsequent Federal environmental protection regulations that may be promulgated. The CONTRACTOR agrees to comply with 23 USC §§ 139 and 326 as applicable, and implement those requirements in accordance with the provisions of joint FHWA/FTA final guidance, "SAFETEA-LU Environmental Review Process (Public Law 109-59)," 71 Fed. Reg. 66576 et seq , November 15, 2006, and any applicable Federal directives that may be issued at a later date, except to the extent that FTA determines otherwise in writing. C Clean Water. The recipient agrees to comply with all applicable Federal laws and regulations and follow Federal directives implementing the Clean Water Act, as amended. 33 USC §§ 1251 through 1377, 42 USC §§ 300f through 300j-6, and 42 USC § 7606 , including any revisions thereto in the event that the Federal Funds identified in the caption space header of this AGREEMENT entitled "Project Cost", exceed $100,000, the CONTRACTOR agrees to comply GCB2643 Page 19 of 22 with all applicable standards. orders, or regulations issued pursuant to Section 508 of the Clean Water Act, as amended. 33 USC § 1368, and other applicable requirements of the Clean Water Act. D. Clean Air The recipient agrees to complt with all applicable Federal laws and regulations and follow Federal directives implementing the Clean Air Act, as amended, 42 USC §§ 7401 through 7671q and the Federal Water Pollution Control Act as amended (33 U S C §§ 1251 — 1387), and any revisions thereto In the event that the federal share. identified in Project Cost" of this AGREEMENT exceeds $150,000, the CONTRACTOR shall compl} with all applicable standards, orders or regulations issued pursuant to Section 306 of the Clean Air Act, as amended. 42 USC § 7606, and other applicable provisions of the Clean Air Act. E Violating Facilities The CONTRACTOR agrees to 1 Refrain from using any violating facilities. 2 Report each violation to WSDOT and understands and agrees that WSDOT ttnll, in turn, report each violation to the FTA and to the appropriate LPA Regional Office 3 Include these requirements in each subcontract exceeding $150,000 financed in whole or rn part with federal assistance provided by FTA. F Other Environmental Federal Laws. The Recipient agrees to comph or facilitate compliance and assures that its Third Pam Participants will comply or facilitate compliance with all applicable federal laws, regulations, and requirements, and will follott applicable guidance; including, but not limited to. Wild and Scenic Rivers Act of 1968, Coastal Zone Management Act of 1972, the Endangered Species Act of 1973. Magnuson Stevens Fishery Conservation and Management Act, Resource Conservation and Recover Act, Comprehensive Environmental Response, Compensation, and l.,rabilitt Act. Executive Order No 11990 relating to "Protection of Wetlands." and Executive Order Nos. 11988 and 13690 relating to "Floodplain Management." Section 16 Planning and Private Enterprise FTA Requirements. The CONTRACTOR agrees to implement the Project in a manner consistent with the plans developed rn compliance with the applicable planning and private enterprise provisions of 49 USC §§ 5303, 5304, 5306, and 5323(0(1), joint Federal Highway Administration (F1 -TWA)/ FTA regulations, `Statewide Transportation Planning. Metropolitan Transportation Planning." 23 CFR Part 450 and 49 CFR Part 613, and am amendments thereto, and tvith FTA regulations. 'Mayor Capital Investment Projects," 49 CFR Part 611, to the extent that these regulations are consistent with the SAFETEA-LU amendments to the public transportation planning and private enterprise laws, and when promulgated, ant subsequent amendments to those regulations or the MAP -21 amendments. whichever is applicable according to the funding in this AGREEMENT To the extent feasible, the CONTRACTOR agrees to complt with the provisions of49 USC § 5323(k), wluch afford governmental agencies and non-profit organizations that receive Federal assistance for non -emergence transportation from Federal Government sources (other than U S 11)OT) an opportunity to be included in the design. coordination. and planning of transportation services. During the implementation of the Project. the CON'T'RACTOR agrees to take into consideration the recommendations of Executive Order No 12803, `infrastructure Privatization," 31 USC § 501 note, and Executive Order No 12893, "Principles for Federal Infrastructure Investments," 31 USC § 501 note Section 17 Substance Abuse A. Drug and Alcohol Testing If receiving FTA 5309 and/or FTA 5311 funding, CONTRACTOR agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the U S DOT or its operating administrations and WSD(=)'l' to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process. The CONTRACTOR agrees further to submit annually the Management inlrmation System (MIS) reports to WSDOT each year during the term identified in the caption space header above titled the Term of Project." B Drug-free Workplace. To the extent applicable, the CONTRACTOR agrees to comply with the Federal regulations and guidance related to the Drug Free Workplace Act of 1988, 41 USC § 8103 et sec , and any amendments thereto, 2 CFR Part 182, and 49 CFR Part 32, and to FTA regulations, "Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations." 49 CFR Part 655 and 49 USC § 5331, as amended bt MAP -2 l C Privacy Act. The CONTRACT(R agrees to comply with the confidentiality and other civil rights provisions pertaining to substance abuse contained in the Civil Rights clause of this AGREEMENT D Non Compliance The CONTRACTOR agrees that 11' FTA determines non-compliance tvith these laws and regulations, the FTA Administrator mat bar CONTRACTOR from receiving all or a portion of the Federal transit assistance 11 would otherwise receive GCB2643 Page 20of22 • Section 18 Federal "S1 Coin" Requirements To the extent required b\ the Federal Government, the CONTRACTOR agrees to comply with the provisions of section 104 of the Presidential $1 Coin Act of 2005, 31 USC § 51 12(p), so that the CONTRACTOR's equipment and facilities requiring the use of coins or currency will be fully capable of accepting and dispensing $1 coins in the connection with that use The CONTRACTOR also agrees to display signs and notices denoting the capability of its equipment and facilities on its premises where coins or currency are accepted or dispensed, including on each vending machine Section 19 Safe Operation of Motor Vehicles As applicable, CONTRACTOR is encouraged to comply with the following provisions A. Executive Order No 13043. "Increasing Seat Belt Use in the United States," 23 USC § 402 note CONTRACTOR is encouraged to adopt and promote on-the-job seat belt use policies and programs for personnel that operate company - owned vehicles. B Executive Order No 13513, "Federal Leadership on Reducing Text Messaging While Driving," October 1, 2009, 23 USC § 402 note, and DOT Order 3902.10. -Text Messaging While Driving," December 30, 2009 CONTRACTOR is encouraged to adopt and enforce workplace safety, policies to decrease crashes caused by distracted drivers including policies to ban text messaging while dnving. CONTRACTOR is also encouraged to conduct workplace safety initiatives in a manner commensurate with its size Section 20 Freedom of Information Act CONTRACTOR understands and agrees that the Freedom of Information Act (FOIA), 5 USC § 552, applies to the information and documents, both paper and electronic, submitted to WSDOT, FTA and U S DOT The CONTRACTOR should therefore be aware that all applications and materials submitted that are related to PROJECT will become agency records and are subject to public release through individual FOIA or state public disclosure requests. Section 21 Universal Identifier CONTRACTOR shall, in accordance with 2 CFR Part 25. obtain a Dun and Bradstreet Data Universal Numbering System (DUNS) number as a umveral identifier for Federal financial asistance recipients Section 22 Lahor Provisions In addition to the requirements of Section 16, Labor Provisions, of the AGREEMENT. the CONTRACTOR shall comply with the following: A. Contract Work Hours and Safety Standards Act. The CONTRACTOR shall comply with, and shall require the compliance by each subcontractor at any tier, any applicable employee protection requirements for non -construction employees as defined by the Contract Work Hours and Safety Standards Act, as amended, 40 USC § 3701 el seq , and specifically, the wage and hour requirements of section 102 of that Act at 40 USC § 3702 and USDOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non -construction Contracts Subject to the Contract Work Hours and Safety Standards Act)" at 29 CFR. Part 5. and the safety requirements of section 107 of that Act at 40 USC § 3704. and implementing U S DOL regulations, "Safety and Health Regulations for Construction," 29 CFR Part 1926 B Fair Labor Standards Act The CONTRACTOR agrees that the minimum wage and overtime provisions of the Fair Labor Standards Act, as amended, 29 USC §§ 201 et seq , apply to employees performing work involving commerce, and apply to any local government employees that are public transit authority employees. The CONTRACTOR shall comply with the Fair Labor Standards Act's minimum wage and overtime requirements for employees performing work in connection with the Project. D Payrolls and Basic Records. Payrolls and basic records relating thereto shall be maintained by the CONTRACTOR during the course of the work and preserved for a period of six (6) years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the Project) Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona tide fringe benefits or cash equivalents thereof of the types described in section l(b)(2)(B) of the Davis -Bacon Act, Public Law 88-349 as amended by 40 USC §§ 3141 el seq , and pursuant to 49 USC §5333(a) et seq , daily and week1} number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5 5(a)(1)(rv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(13) of the Davis -Bacon Act, Public Law 88-349, as amended by 40 USC § 3141 et seq and pursuant to 49 USC § 5333(a), GCB2643 Page 21 of 22 the CONTRACTOR shall maintain records which show that the commitment to provide such benefits is entbrceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which shoe the costs anticipated or the actual cost incurred m providing such benefits. CONTRACTOR's employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs E. Violation; liability for unpaid wages; liquidated damages. In the event of an violation of the clause set forth in paragraph (A) of this section the CONTRACTOR and anv subcontractor responsible therefore shall be liable for the unpaid wages. in addition, such CONTRACTOR and subcontractor shall be liable to the United States for liquidated damages Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (A) of this section, in the sum of ten dollars ($10) for each calendar day on \vhich such individual was required or permitted to work in excess of the standard workweek of fort (40) hours without payment of the overtime wages required by the clause set forth in paragraph (C) of this section. F Withholding for unpaid wages and liquidated damages. The CONTRACTOR shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any money s payable on account of work performed by the CONTRACTOR or subcontractor under any such contract or am other federal contract with the same prime CONTRACTOR. or am other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, winch is held by the same pnme CONTRACTOR, such sums as may be determined to be necessary to satisfy any liabilities of such CONTRACTOR or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (E) of this section. G Public Transportation Employer Protective Agreement. To the extent required by Federal Law, the CONTRACTOR agrees to implement the Project in accordance with the terms and conditions that the U S Secretary, of Labor has determined to be fair and equitable to protect the interests of anv employees affected by the Project and that comply with the requirements of 49 USC § 5333 (b). in accordance with the USDOL guidelines. `Sectin 5333(b), Federal Transit Law," 29 CFR Part 215 and any, amendments thereto These terms and conditions are identified in USDOL's certification of public transportation employee protective arrangements to FTA. The CONTRACTOR agrees to implement the Project in accordance with the conditions stated in that USDOL certificatin, which certification and anv documents cited therein are incorporated by reference and made part of this AGREEMENT The CONTRACTOR also agrees to comply with the terns and conditions of the Special Warranty for the Non -urbanized Area Program that is most current as of the date of execution of' this AGREEMENT and any alternative comparable arrangements specified by USDOL for application to the Project, in accordance with USDOL guidelines, -'Section 5333(b), Federal Transit Law," 29 CFR Part 215, and anv revision thereto Section 23 General Compliance Assurance in addition to the requirements of Section 4. General Compliance Assurance, of the AGREEMENT, the CONTRACTOR agrees to give reasonable guarantees that it and its subcontractors. lessees and any third -party contractors under this AGREEMENT, will comply with all requirements imposed by, or pursuant to, 49 USC chapter 53 and other applicable Federal regulations. The CONTRACTOR agrees to comply with the provisions of 2 CFR part 1201 . and cost principles as defined in 0M13 circulars 2 CFR Part 200 Section 24 Public Transportation Safety In accordance with 49 U 5 C § 5329, the Recipient agrees to comply wrath applicable laws, regulations, and requirements and follow applicable guidance that implement the Public Transportation Safety Program provisions of 49 tJ S C § 5329(b) through (d), except as FTA determines otherwise in writing. GC B2643 Page 22 of 22 ITEM TITLE: SUBMITTED BY: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT 1 Item No. 6.F. For Meeting of: November 21, 2017 Resolution authorizing a Grant Agreement with Washington State Department of Transportation (WSDOT) to fund the Yakima/Ellensburg Commuter Service and the Paratransit Services (Dial A Ride) in Yakima and Selah Alvie Maxey, Transit Manager, 576-6415 Scott Schafer, Public Works Director SUMMARY EXPLANATION: Grant Agreement GBC2643 with Washington State Department of Transportation (WSDOT) is to fund the Yakima -Ellensburg Commuter (Project A & B) and Paratransit (Dial A Ride) services (Project C) for a two-year period. Project A The Yakima -Ellensburg Commuter service started in November 2011 and connects the two communities together with funding provided by WSDOT, Central Washington University (CWU), and Yakima Transit. Yakima Transit is the grantee responsible for managing the program. The service is operated by A&A Motorcoach. Yakima Transit was awarded funding for two more years for the period of July 1, 2017— June 30, 2019. The City of Ellensburg was added as a funding partner during this grant cycle. Matching funds for the grant are being provided by state and federal funding ($215,000/yr), City of Yakima (estimated $60,000/yr), City of Selah ($16,000/yr), City of Ellensburg ($20,000/yr) and CWU ($80,000/yr). Project B Yakima Transit has been awarded $41,252 to fund the expansion of the Yakima -Ellensburg Commuter operations (adding an additional run to Ellensburg and back) over the period of July 1, 2017— June 30, 2019. The match for this grant will be covered by farebox revenues (approximately $20,000/yr). Project C The Paratransit Special Needs Formula Grant is also included in this Grant Agreement to provide financial support for the Dial -A -Ride program and is made up of State of Washington formula grant funds in the amount of $298,991; of which, $13,995 is awarded to and will be remitted to 2 the City of Selah for the Dial -A -Ride services provided within their jurisdiction. The total cost for Projects A, B and C over two years is $1,168,014. The total amount for Grant Agreement GCB2643 is $776,014. Grant Agreement GCB2643 is attached for City Council review. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Partnership Development APPROVED FOR SUBMITTAL: STAFF RECOMMENDATION: Adopt Resolution. BOARD/COMMITTEE RECOMMENDATION: City Manager ATTACHMENTS: Description Upload Date Type 0 resdutian 11/1572017 Co r Memo D WSD©T muter/Paratransit Grant Contract 10125/2017 Contract City This ft er Sa raa is NOT needed ifit Na e/Phone Alv e axey/ 509-576-6415 Der)a ent sir pare t igina! that1 n roily ciginal ai fining the remaining signatures PW/Transit e Description: Yakima Transit is returning unused funds for the Yakima -Ellensburg Commuter Expansion Trial project to WSDOT to use towards an unfunded need. Budgeted? Account # (or Accounts) N/A Date er Project i Oct 29, 2018 Amount /A What is the current balance in this account as of today? Amount Checking that the vendor is not delinquent in their taxes and hasn't been debarred is required. (Print out and attach) IfLacal funds used: lft ,,. a. s,dar.wa,• v BRD/ Federal Funds used: wwwwsam.gov Is this araew contract Yes Egi No ca to EKISTING CONTRACT below NEW CONTRACT: Effective Date Certificate of Insurance Required? (dyes, Purchasing involvement required Competition Received If over 1010 Technology or Network related? ifyes has i. T. Reviewed? EXISTING CONTRACT OR AMENDMENT? 1 Resolution or Ordinance or Contra Effective Date Reviewed By (Digital or Physisignator 1. Department Director 2. Finance Director The FIRST AMENDMENT to AGREEMENT GCB2643 entered into between the Washington State Department of Transportation (hereinafter referred to as "WSI OT"), and Yakima Transit Authority (hereinafter referred to as'"CONTRACTOR"), and/or individually referred to as the "PARTY" and collectively referred to as the "PARTIES," REC1`1ALS WHEREAS, the CONTRACTOR has requested to terminate Project B because the CONTRACTOR will not utilize the rernaining Consolidated grant finds to expand co mut transportation services between Yakima and Ellensburg. Therefore, both PARTIES hereby agree to terminate Project B as of November 1, 2018 (no changes to Project A and Project C); WHEREAS, the CONTRACTOR agrees that the remaining $11,555 awarded Competitive Rural Mobility grant funds will be returned to the program; NOW THEREFORE, the following AMENDMENTS are hereby AGREEMENT GCB2643: AGREEMENT ncorporated in Clt ALS are hereby incorporated into this AGREEMENT Amend Caption heading `PROJECT COSTS' on the first page of the AGREEMENT to read as follows: Project Costs: Federal Funds State Funds Contractor Funds Total Project Cost Amend the existing language in Exhibit I SCOPE OF 'G 'ORK. AND BUDGET and replace it to read as follows: EXHIBIT I SCOPE OF WORK AND BUDGET Tota Project Cost Federal. Funds State Funds Contractor Funds Total Project Cost 328648 381698 1 <146i 57 GCB2643 -01 Amend the current language set forth, in Exhibit I, Funding by Project to read as follows (no changes to Project A and Project C) - Funding ): Funding by Project Project A UPIN: PTC0870 Scope of Work: To sustain commuter transportation services for crnplovrnent and educational opportunities for the general public and persons with special needs between Yakima and Ellensburg (YEC). Funds Federal Award identification # Percentage Current Funds Total Current Funds FTA 5 3 I 1 WA -2017-066 55% $435.811 $435,811 Contractor's Funds N/A 45% $352,000 $352.000 Total Project Funds N/A 100% $787.811 $787;81 1 Budget: -Current Funds and percentages identified reflect current total Project binds for the 2017-2019 biennium. Project B UPIN PTC0871 Scope of Work: To expand commuter transportation services for the general public and persons with special needs between Yakima and Ellensburg. Funds Percentage Current Funds Total Current Funds Competitive Rural Mobility Funds 51% S 29,697 $ 29,697 Contractors Funds 49% $ 29.698 $ 29.698 Total Project Funds 100% $ 59,395 $ 59.395 Note: Project B shown above has been terminated. Project C UPIN: PTC0891 Scope of Work: To sustain demand response, ADA accessible, transportation services for persons with special needs within the cities of Yakima and Selah. Funds Percentage Current Funds Total Current Funds Paratransit Special Needs Transit Formula 100% $298,951 $298_951 Contractor's Funds 0% $ 0 $ 0 Total Project Funds 100% $298.951 $298.951 Budget: Current Funds and percentages identified reflect current total Project jiinds / r the 2017-2019 biennium Page 2 of 3 GCB2643 -01 A copy of this AMENDMENT ENT t the AGREEMENT shall be attached to and made a part of the original AGREEMENT. Any references to the -AGREEMENT" shall mean "AGREEMENT as amended." AH other terms and conditions of the original AGREEMENT not hereby amendeds1 11 remain in full force and effect. This document may be simultaneously executed in several counterparts, each of which shall be deemed original having identical legal effect. IN WITNESS WHEREOF, the PARTIES hereto have executed this AMENDMENT the day and year last written below. WASHINGTON STATE PARTN ENT OF TRANSPORTATION CONTRACTOR Brian " agerber Dire Public Transportationon Date zed Representative CITY CONTRACT NO RESOLUTION NO: