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HomeMy WebLinkAbout06/18/2013 12 Ellensburg Transit Commuter Service; Successor Agreement with HopeSourceBUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT 12- Item No. For Meeting of: 6/18/2013 ITEM TITLE: Resolution authorizing a successor agreement between HopeSource, a nonprofit corporation, and City of Yakima for transit commuter service between the City of Yakima and City of Ellensburg. SUBMITTED BY: Chris Waarvick, Public Works Director, 576 -6411 SUMMARY EXPLANATION: Yakima Transit obtained grant funding from the Washington State Department of Transportation to continue an existing demonstration project to provide commuter transit services between the cities of Yakima and Ellensburg, WA. The program is a partnership between WSDOT, Yakima Transit, Central Washington University, and HopeSource. HopeSource previously operated the service as the primary grant recipient and will continue to operate the service as the primary grant recipient. Ridership for the program is up by 50% from last year for the.same period with the same number of vehicle trips. The total two -year project cost is $1,063,247. Funding for the program is as follows: anticipated farebox revenue, $377,000; WSDOT, $422,247; Yakima Transit, $132,000; Central Washington University, $120,000; and, HopeSource /Other, $12,000. Resolution: X Other (Specify): Contract: X Start Date: July 1, 2013 Item Budgeted: No Funding Source /Fiscal Impact: Strategic Priority: Insurance Required? Yes Ordinance: Contract Term: 2 years End Date: June 30, 2015 Amount: $132,000 The program is funded mainly through a WSDOT grant. Yakima's contribution will come from local sales tax. The cost of the program is $66,000 per year. Economic Development Mail to: HopeSource, 700 E.'Mountain View Ave., Ste 501, Ellensburg, WA 98926 Phone: 509 - 925 -1448 APPROVED FOR SUBMITTAL: City Manager RECOMMENDATION: Adopt the resolution authorizing and directing the City Manager to enter into a funding and lease agreement with HopeSource to provide fixed-route commuter service. ATTACHMENTS: Name: Description: 0 RESOLUTION. HopeSource Agreement. Renewal 2013.docx Resolultion 0 YEC Service Contract and Lease Agreement 2013 Final (Council Version).docx agreement RESOLUTION NO. R -2013- A RESOLUTION pertaining to commuter bus service to Ellensburg; authorizing the City Manager to execute a successor agreement between HopeSource, a nonprofit corporation, and City of Yakima for transit commuter service between the City of Yakima and City of Ellensburg. WHEREAS, the City of Yakima has previously entered into an agreement with HopeSource, a Washington nonprofit corporation, whereby HopeSource provides commuter bus service between the cities of Yakima and Ellensburg, with funding of such services provided in joint participation among the Washington State Department of Transportation (grant funds), HopeSource and the City of Yakima; and WHEREAS, the term of such existing agreement expires June 30, 2013; and WHEREAS, the City applied for and was once again awarded funding through the Washington State Department of Transportation's Consolidated Grant Program to continue the commuter service; and WHEREAS, Yakima Transit wishes to continue to operate the service with HopeSource as the primary grant recipient; and WHEREAS, the grant award and contract provide mutual benefit to both parties and are in the best interest of residents of the City of Yakima; and WHEREAS, Contractor has the experience and expertise necessary to perform the services being contracted for and has been in business since 1966; and WHEREAS, the City Council finds and determines that approval of the agreement and vehicle lease with HopeSource for commuter bus service between the cities of Yakima and Ellensburg for continued service for the two -year term of the renewed Washington State Department of Transportation grant funding will promote the general health, safety and welfare; now therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute and administer the "Ellensburg Yakima Commuter Service Contract," and the vehicle lease appended thereto, which contract and vehicle lease are attached hereto as Exhibit "A" and incorporated herein by this reference; now, therefore, ADOPTED BY THE CITY COUNCIL this 18th day of June, 2013. Micah Cawley, Mayor ATTEST: City Clerk Ellensburg- Yakima Commuter Service Contract THIS ELLENSBURG - YAKIMA COMMUTER SERVICE CONTRACT (hereinafter "Contract ") is made and entered into by and between the City of Yakima, a Washington municipal corporation (hereinafter "City "), and HopeSource, a nonprofit 501(c)(3) corporation that operates public transportation services within the City of Ellensburg (hereinafter "Contractor'). WHEREAS, Yakima Transit has determined that City of Yakima residents need public transportation services to the City of Ellensburg for education and employment; and, that residents of the City of Ellensburg need public transportation services to the City of Yakima for education, medical /health, shopping, and employment; WHEREAS, Yakima Transit applied for and was awarded grant funding through the Washington State Department of Transportation ( WSDOT) to start a demonstration project to operate commuter bus service between Yakima and Ellensburg, July 2011 -June 2013; WHEREAS, the funding was awarded to the City of Yakima and upon further review it was determined in order to comply with Washington State statutes that the grant award needed to be transferred to Contractor and that the City contract for their portion of the services; WHEREAS, Yakima Transit entered into an agreement with HopeSource in 2011 to operate the service. That contract expires on June 30, 2013, when the WSDOT grant expires; WHEREAS, the City applied for and was once again awarded funding through the Washington State Department of Transportation's Consolidated Grant Program to continue the commuter service; WHEREAS, Yakima Transit wishes to continue to operate the service with HopeSource as the primary grant recipient; WHEREAS, the grant award and contract are a mutual benefit to both parties and in the best interest to the City of Yakima; WHEREAS, Contractor has the experience and expertise necessary to perform the services being contracted for and has been in business since 1966. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements setforth herein, it is agreed by and between the City and Contractor as follows: 1. Term. This Agreement shall commence upon execution of this agreement and shall terminate when the grant funding the program terminates, unless terminated earlier by either party in accordance with Section 26 of this Agreement. In no instance shall this contract go beyond the two -year grant period as stated in the grant contract between Contractor and WSDOT, unless mutually agreed to between the parties in writing. 2. Scope of Services. a. Contractor shall provide the City with commuter fixed -route services between the cities of Yakima and Ellensburg Monday - Friday with eight round trips (see Exhibit B - Ellensburg- Yakima Commuter Service Schedule) in conjunction with the grant contract they have with the Washington State Department of Transportation. Yakima Ellensburg Commuter - July 2013 - June 2015 b. The days of operation required under this contract include every day of the weekday, except those days that Yakima Transit does not operate local fixed -route service. Yakima Transit does not provide local fixed -route transit services on New Years Day, ML King Day, President's Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving, and Christmas Day. Service may be reduced or excluded for the day after Thanksgiving. c. HopeSource shall maintain an adequate staff so that if a driver in Yakima is sick or not able to drive a replacement HopeSource driver can be substituted to prevent a loss in service. Yakima Transit will, when necessary, transport buses when needed to keep the service operational. d. HopeSource shall conduct a ridership survey annually and provide the results within 20 days from the date the survey was conducted. The survey shall be reviewed by both parties prior to it's distribution. e. The scope of services may be modified by mutual written agreement of the parties. 3. Compensation. a. Compensation for Services. As consideration for the services performed pursuant to this Agreement, the City agrees to compensate Contractor at the rate of twenty -five percent of the total cost to provide the service less expenses for any fares provided by clients. In no event shall the amount paid by City exceed the amount paid by WSDOT for this service or exceed $132,000 in total over the two -year period or $66,000 in a one -year period; Provided, however, that compensation in any one year that exceeds the $66,000 limit may be authorized by the City when: (a) such expenditure is deemed necessary and appropriate by the city, in its sole discretion, in order to accomplish the purposes of this Agreement; (b) such request for compensation is supported by documentation submitted by HopeSource, as deemed adequate by the City; and (c) such expenditure will not exceed the total compensation of $132,000 over the two -year period. Passenger fares shall be used to reduce the total cost of the service before Contractor bills for the service provided. b. Payment for Compensation. Contractor shall provide the City with an itemized invoice /billing no later than thirty (30) calendar days from the end of each three -month quarter. In the event any of the amounts claimed are in the opinion of Yakima Transit non - compensable under the Contract, Yakima Transit shall immediately inform Contractor of it's position in this regard with specifics as to why Yakima Transit believes the amounts claimed to be non- compensable. In the event of a dispute between the parties with regard to this issue, either party may pursue damages or compensation owed, and the provisions of paragraph 26B shall apply. The City shall make payment to Contractor within thirty (30) calendar days upon receipt of each invoice /billing. In the event the City believes that the services provided by Contractor do not conform with its obligations under this Contract, the City may provide Notice of Default pursuant to paragraph 26B herein. c. Source of Funds. The source of funds used for City's portion of compensation under this agreement is through the City of Yakima's Transit sales tax revenue. Contractor shall receive any Yakima - Ellensburg Commuter related reimbursements from WSDOT under the terms of the grant contract, as well as fare revenues for the service provided. Yakima Ellensburg Commuter - July 2013 - June 2015 2 d. Vehicle Leases. As alternative compensation, the City shall, under a separate lease agreement attached as "Exhibit A - Vehicle Lease Agreement," provide vehicles necessary to operate the services rendered under this contract. e. Payment in the Event of Termination. In the event that either party terminates this Agreement pursuant to Section 26, either party shall be compensated on a pro -rata basis for services provided under this Agreement up to the effective termination date. 4. Passenger Payments. a. Fares. Fares shall be charged to each individual using the service. The fare to be charged shall be $4.00 for each one -way trip ($8.00 roundtrip). Fare amount may be adjusted /changed upon mutual agreement between the parties. No fare changes will be made unless expressly agreed to, in writing, by the City and Contractor. b. City -to -City Service. It is mutually agreed between the parties that once the passenger pays the one -way commuter fare between the two cities, that no additional fares shall be charged to the passenger for transfers on fixed -route services within the respective cities. The City may charge the normal commuter fare prior to the passenger boarding the commuter route and remit any payments to Contractor. A special transfer slip indicating that the fare was paid to Yakima Transit is needed in order for the Contractor to receive payment. Upon payment to the City, the City shall provide the passenger with a ticket or transfer that shall be acceptable payment for services provided. c. Service in Yakima. Passengers may use the commuter service within the Yakima Area at a reduced fare when not headed to Ellensburg. The cost for that fare is $1.00 for commuter services provided between the Perry Tech location and the Firing Center location. d. Passenger Passes - Monthly. Passengers may purchase a monthly pass, which shall act as payment for services provided. The price of a monthly pass shall initially be set at $125.00 per month. Pass price may change in the future, but not until agreed to, in writing by City and Contractor. Monthly commuter passes shall also be valid for intercity transit services. Monthly passes shall only be sold at mutually agreed upon locations and not on the bus /vehicle. 5. Marketing & Printing. The parties to this contract shall be responsible for advertising within their own jurisdiction to market the service being provided under this contract. Marketing shall be coordinated between the parties to prevent too little or too much advertising. All advertising or marketing materials for this service must be approved by the parties, in writing, prior to dissemination or distribution. Costs associated with marketing shall be considered contribution to the total amount required to be paid under the contract. Yakima Transit shall design and print the necessary number of passes and tickets, which shall be chargeable to HopeSource. HopeSource shall be responsible for obtaining the passes and distributing them in Ellensburg for sale. 6. Reporting Requirements. The quarterly invoice submitted by the Contractor must be accompanied by progress reports for the period detailing actual vehicle miles, actual vehicle revenue miles, actual vehicle hours, actual vehicle revenue hours, unlinked passenger trips, and passenger miles traveled to provide the service rendered in performance of the contract broken down for each month. Any deviation from this requirement must be specifically approved in writing by Yakima Transit's Manager in advance. Yakima Ellensburg Commuter - July 2013 - June 2015 3 7. Coordination of the Work. The City designates the Transit Manager or a designee as its representative authorized to act on its behalf in the direction of the work under this Agreement. Contractor designates the Chief Operations Officer or a designee as its representative authorized to act on its behalf in the direction of the work under this Agreement. This authority of the designated official does not extend to issuing directives outside the scope of or contradictory to the provisions of this Agreement. Said representative shall have full authority to direct all affairs in respect to the work performed under this Agreement. Any designation beyond those specifically stated herein to act on the authority of either party shall be in writing provided to the other party and revoked in the same manner. 8. Independent Contractor Status of Contractor. Contractor and the City understand and expressly agree that Contractor and its employees are independent contractors in the performance of each and every part of this Agreement. Contractor, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. Additionally, and as an independent contractor, Contractor and its employees shall make no claim of City employment nor make any claim against the City for any related employment benefits, social security, retirement benefits or benefits of any kind that are normally an incident of employment. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between Contractor or any officer, employee, or agent of Contractor and the City. 9. Taxes and Assessments. Contractor shall be solely responsible for compensating its employees and for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. 10. Compliance With Law. Contractor agrees to perform all services under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. Contractor shall obtain all applicable and necessary licenses, permits, and approvals of any federal, state, or local government or governmental authority. 11. Federal Requirements And Changes. The Contractor shall at all times comply with all applicable Federal Transit Administration (FTA) regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement (Form FTA MA -6 dated October 1, 2001) between Yakima Transit and FTA, as they may be amended or promulgated from time to time during the term of this Agreement as well as the terms and conditions of the grant agreement (GCA ) between Contractor and WSDOT. The Contractor's failure to so comply shall constitute a material breach of this Agreement. 12. Insurance. It is understood the City is not required to and will not maintain liability insurance for Contractor and /or its officers, employees, agents, instructors, and /or subcontractors and that such insurance is the sole responsibility of Contractor. Contractor may take advantage of insurance pricing through City's membership in the Washington State Transit Insurance Pool ( WSTIP). Contractor may purchase this type of insurance through City. City shall bill Contractor monthly. Said billing shall be paid within 14 days of receipt. As a condition to use WSTIP insurance, Contractor agrees to participate Yakima Ellensburg Commuter - July 2013 - June 2015 4 in WSTIP's monitoring program (Envision) and pay any fees associated with that program. City retains the right to revoke the WSTIP option at any time for any reason. 13. Indemnification and Hold Harmless. a. Contractor agrees to protect, defend, indemnify, exonerate, and hold harmless the City, its elected officials, agents, officers, employees from any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) resulting from Contractor's performance and /or nonperformance of this Agreement. b. In the event both the Contractor and the City are negligent, the Contractor's liability for indemnification of the City shall be limited to the contributory negligence for any resulting suits, actions, claims, liability, damages, judgments, costs, and expenses (including reasonable attorney's fees) that can be apportioned to the Contractor, its officers, employees, agents, and /or subcontractors. c. Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 14. Commercial Liability Insurance. Upon this Agreement being fully executed by the parties, the Contractor shall provide the City with a certificate of insurance as proof of commercial liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Agreement. The policy shall name the City, "its elected officials, officers, agents, and employees as additional insureds," and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice (any language in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. If the City is damaged by the failure of Contractor to maintain the above insurance or to so notify the City, the Contractor shall bear all costs attributable thereto. 15. Fuelin . In an effort to reduce expenses related to operating the service, Contractor may fuel vehicles used for operating the Yakima - Ellensburg Commuter at a City fueling station. Contractor shall pay the cost of the fuel, billed on a monthly basis. Only a City employee may fuel the vehicle at a City fueling station. Contractor, their employees, agents, or drivers shall not fuel the vehicles at a City fueling station. City controls pricing, which may include administrative or environmental fees. City shall notify Contractor in writing at least 30 days prior to billing of any anticipated fees beyond the fuel price City pays. 16. Delegation of Professional Services. The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged upon such work or services except upon prior written consent of the City, which consent shall not be unreasonably withheld, and except for incidental transit services for unmet demand. a. In the event that existing transit services cannot meet demand, incidental transit services (ITS) should be contracted out to a private or public provider authorized by the Yakima Ellensburg Commuter - July 2013 - June 2015 5 Washington State Utilities and Transportation Commission or the Washington State Department of Transportation to operate public transportation services in the corridor between the Cities of Yakima and Ellensburg, if feasible. b. Compensation for ITS shall not be more than $8.00 per passenger trip for the one -way distance between the Cities of Yakima and Ellensburg or $1.25 per passenger one way between the Yakima Transit Center bus stop and the Yakima Firing Center bus stop. Compensation shall not be provided for trips that begin and end within the same city. c. Contractor shall notify City when demand exceeds available services and an ITS provider has been requested to provide the service. d. Both Contractor and the ITS provider shall keep records of the trips taken, which shall include: the date, time, A -to -B destination, and compensation (including any fares received) for the trip provided. A voucher form signed by City or Contractor containing information about the trip (provided by ITS provider) shall be submitted along with invoice in order for provider to receive compensation. e. When the ITS provider is enlisted to provide the service, the route the ITS provider shall take shall be the same as the existing commuter service provided under this contract, unless and until all contracted passengers have deboarded the service. f. Compensation for services under this section shall qualify as a billable expense to the program. 17. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor stated herein. 18. Code of Ethics. Contractor agrees to maintain a written 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. 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 contractor or subrecipient. Contractor may set minimum rules where the financial interest is not substantial, or the gift 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 by 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 or sub - recipients or their agents. a. Personal Conflict of Interest. Contractor's code or standards shall prohibit the Contractor's employees, officers, board members, or agents from participating in the selection, award, or administration of a contract supported by state funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when any of the parties set forth below has a financial or other interest in the firm or entity selected for award: i. The employee, officer, board member or agent; Yakima Ellensburg Commuter - July 2013 - June 2015 g ii. Any member of his or her immediate family; iii. His or her partner; or iv. An organization that employs, or is about to employ, any of the above. b. Organizational Conflict of Interest. Contractor's code or standard of conduct must include procedures for identifying 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 party contract may, without some restrictions on future activities, result in an unfair competitive advantage to the third party contractor or impair its objectivity in performing the contract work. 19. Accounting Records. a. Project Accounts. Contractor agrees to establish and maintain for the Project either a separate set of accounts or separate accounts within the framework of an established accounting system that can be identified within the contract. Contractor agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the contract shall be clearly identified readily accessible and available to Yakima Transit and /or City of Yakima upon request, and, to the extent feasible, kept separate from documents not pertaining to the contract. b. Documentation of Contract Costs & Income. Contractor agrees to support all costs charged to the contract, including any approved services contributed by the Contractor or others, with properly executed payroll documents, time records, invoices, or contracts describing in detail the nature and propriety of the charges. Contractor also agrees to maintain accurate records of all program income derived from contract implementation. 20. Audits, Inspection, and Retention of Records. a. Submission of Proceedings, Contracts, and Other Documents. During the course of the contract and for six years thereafter, Contractor agrees to retain intact and to provide any data, documents, reports, records, contracts, and supporting materials relating to the Contract as the City of Yakima may require and contract closeout does not alter these recording and record - keeping requirements. Should an audit, enforcement, or litigation process be commenced, but not completed, during the aforementioned six -year period then the Contractors obligations hereunder shall be extended until the conclusion of that pending audit, enforcement, or litigation process. b. General Audit Requirements. Contractor agrees to obtain any other audits required by the City of Yakima. Contract closeout will not alter the Contractor's audit responsibilities. c. Inspection. Contractor agrees to permit the City, State Auditor, or their authorized representatives, to inspect all Contractor work materials, payroll, and other data, and to audit the books, records, and accounts of the Contractor that pertain to the Project. Contractor further agrees to require each third party to permit the City, State Auditor, or their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records involving third party contracts, and to audit the books, records, and accounts involving that third party contract as it affects this Agreement. 21. Incorporation of FTA Terms. The following provisions include, in part, certain standard Terms and Conditions required by DOT. All the contractual provisions required by DOT, as set forth in FTA Circular 4220.1E, dated June 19, 2003, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA Yakima Ellensburg Commuter - July 2013 - June 2015 7 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 Yakima Transit requests, which would cause Yakima Transit to be in violation of the FTA terms and conditions. a. Charter Service Operations - The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. b. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. c. Clean Water i. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. d. Byrd Anti - Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104 -65 [to be codified at 2 U.S.C. § 1601, et seq.] or as hereinafter amended - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non - Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. Contractor further agrees that it has or will submit APPENDIX A, 49 CFR PART 20 -- CERTIFICATION REGARDING LOBBYING for every bid or offer submitted that exceeds $100,000 in connection with this contract or related to the services provided hereunder. e. Access To Records. i. The Contractor agrees to provide Yakima Transit, the City of Yakima, or any of their duly authorized representatives, or government agency access to any books, documents, papers, and records of the Contractor that are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts and Yakima Ellensburg Commuter - July 2013 - June 2015 $ transcriptions. The Contractor agrees, pursuant to 49 CFR § 633.17 to provide the FTA Administrator or his /her authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined in 49 USC 5302(a)(1), which is receiving federal financial assistance through the programs described at 49 USC §§ 5307, 5309, or 5311. The Contractor also agrees to permit any of the foregoing parties (at their costs) to reproduce by any means whatsoever any excerpts and transcriptions as reasonably needed, and to permit said parties to interview Contractor's employees during work hours on the job. The Contractor agrees to maintain all books, records, accounts and reports required under this Agreement for a period of not less than three (3) years after the date of termination or expiration of this Agreement, except in the event of litigation or settlement of claims arising from the performance of this Agreement, in which case the Contractor agrees to maintain same until Yakima Transit, the FTA Administrator, the Secretary of Transportation, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. g. Clean Air - i. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. ii. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. h. Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. No Obligation by the Federal Government. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. Yakima Ellensburg Commuter - July 2013 - June 2015 g The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. Program Fraud And False Or Fraudulent Statements And Related Acts. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this procurement. Upon execution of this Agreement, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to this Agreement or the FTA assisted project for which this Agreement is being performed. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. Part 53, the Government reserves the right to impose the penalties under 18 USC § 1001 "Fraud and False Statements" and the Program Fraud Civil Remedies Act of 1986 (31 USC §§ 3801 -3812) on the Contractor, to the extent the Federal Government deems appropriate. iii. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions under this Agreement. k. Suspension and Debarment i. This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. ii. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. iii. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by Yakima Transit. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Yakima Transit, the Federal Government may pursue available remedies, including but not limited to suspension and /or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Yakima Ellensburg Commuter - July 2013 - June 2015 10 Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. m. Civil Rights - The following requirements apply to the underlying contract: Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. ii. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et sec.., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. Yakima Ellensburg Commuter - July 2013 - June 2015 11 n 9 2. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. iii. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Breaches and Dispute Resolution Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided by mutual agreement between the parties or a mediator (mutually agreed to) if the parties cannot come to an agreement. The decision of the mediator shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, either party files an appeal in court of competent jurisdiction for further resolution. Performance During Dispute - Contractor shall continue performance under this Contract while matters in dispute are being resolved, unless either party elects to terminate the Contract pursuant to Section 26. iii. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. iv. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in the Superior Court of Washington for Kittitas County, Washington. v. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by Yakima Transit or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. Transit Employee Protective Provisions. Yakima Ellensburg Commuter - July 2013 - June 2015 12 The Contractor agrees to the comply with applicable transit employee protective requirements as follows: General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. 2. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. 5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. 3. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. ii. The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. p. Disadvantaged Business Enterprise (DBE). Yakima Ellensburg Commuter - July 2013 - June 2015 13 This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10 %. Yakima Transit's overall goal for DBE participation is 0 %. A separate contract goal has not been established for this procurement. ii. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT - assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Yakima Transit deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR § 26.13(b)) iii. The successful bidder /offeror will be required to report its DBE participation obtained through race - neutral means throughout the period of performance. iv. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from Yakima Transit. In addition, the contractor may not hold retainage from its subcontractors. v. The contractor must promptly notify Yakima Transit, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Yakima Transit. q. Drug and Alcohol Testing. The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts 653 and 654, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of (name of State), or the (insert name of grantee), to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. The contractor agrees further to certify annually its compliance with Parts 653 and 654 before (insert date) and to submit the Management Information System (MIS) reports before (insert date before March 15) to (insert title and address of person responsible for receiving information). To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. 22. Property Rights. All information concerning the City and said project, which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 23. Contract Documents. This Agreement, which includes Exhibits A -C, constitutes the Contract Documents and are complementary. Specific federal and State laws and the terms Yakima Ellensburg Commuter - July 2013 - June 2015 14 of this Agreement, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 N. 2nd St., Yakima, Washington, 98901, and are hereby incorporated by reference into this Agreement. 24. Severability. a. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. b. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and this Agreement shall be deemed modified to conform to such statutory provision. 25. Non - Waiver. A waiver by Contractor or City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party from enforcing any such provision. 26. Termination. a. Termination for Convenience. Either party may terminate this Agreement, in whole or in part, at any time by written notice to the other party. The Contractor shall be paid its compensation, in accordance with the terms of this Agreement, up to the time of termination. The Contractor shall promptly submit its termination claim to the City of Yakima Purchasing Manager for final payment. If the Contractor has any property in its possession belonging to Yakima Transit, the Contractor will account for the same, and return it to Yakima Transit or dispose of it in the manner Yakima Transit directs. b. Termination for Default, Breach or Cause. If either party fails to perform in the manner called for in this Agreement, or if either party fails to comply with any other provisions of this Agreement, the other party shall give written notice to said party of said default. The party in default shall then have ninety (90) days in which to remedy the breach or default and provide proof thereof to the other party. In the event the defaulting party fails to remedy the breach or default of any of the terms, covenants, or conditions of this Agreement within the 90 -day period, and provide proof thereof to the other party, the non - defaulting party shall have the right to terminate this Agreement without any further obligation to the other party, and to pursue damages, compensation, and /or to pursue damages, compensation, and /or any other legal remedies. c. Waiver of Remedies for any Breach. In the event that either party elects to waive its remedies for any breach of any covenant, term, or condition of this Agreement by either party, such waiver shall not limit that party's legal remedies for any succeeding breach of that or any other term, covenant, or condition of this Agreement. 27. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses as follows: TO CITY: Ken Mehin, Transit Manager Yakima Transit 3201 Fruitvale Blvd. Yakima, WA 98901 Yakima Ellensburg Commuter - July 2013 - June 2015 15 TO CONTRACTOR: Mary Rowley, Chairperson HopeSource 700 E Mountain View, Ste 501 Ellensburg, WA 98926 or to such other addresses as the parties may hereafter designate in writing. Notices and /or demands shall be sent by registered or certified mail, postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 28. Survival. Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the term or expiration of this agreement and shall be binding on the parties to this Agreement. 29. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 30. Venue and Attorneys Fees. If a party is required to bring or maintain any action which refers this document to an attorney for the enforcement of any of the terms and conditions of this Contract, the prevailing party in such action shall, in addition to all other payments required, receive from the other all the costs incurred by the prevailing party, including reasonable attorney fees and such costs and reasonable attorney fees which the prevailing party may incur on any appeal. The venue for any action to enforce or interpret this Agreement shall be laid in the Superior Court of Washington for Kittitas County, Washington 31. Authority. The person executing this Agreement on behalf of Contractor represents and warrants that he /she has been fully authorized by Contractor to execute this Agreement on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Agreement. CITY OF YAKIMA CONTRACTOR By: By: Tony O'Rourke, City Manager Mary Rowley, Chairperson Date: Date: ATTEST: By: Date: Sonya Claar Tee, City Clerk Yakima Ellensburg Commuter - July 2013 - June 2015 16 THIS VEHICLE LEASE, hereinafter "Lease" is made and entered by and between the City of Yakima, a Washington municipal corporation, (hereinafter "City ") and HopeSource Ellensburg (hereinafter "Contractor "). WHEREAS, City has entered into an agreement with Contractor for the Contractor to provide fixed -route commuter transportation services in and between the cities of Ellensburg and Yakima. WHEREAS, the City finds it to be in the best interests of the public to lease vehicles to Contractor in accordance with the following terms and conditions in order for Contractor to provide such public services. NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, it is agreed by and between the City and Contractor as follows: A. Vehicles. The City hereby agrees to lease to Contractor those vehicles that are identified in Exhibit C, which is attached to this Lease and incorporated herein by this reference, for use by Contractor to provide fixed -route commuter service pursuant to an agreement between City and Contractor. Vehicles may be added to and stricken from this list upon mutual written agreement. The City of Yakima's Transit Manager shall have the authority on behalf of the City of Yakima and HopeSource's Chief Operating Officer, or equivalent, shall have the authority on behalf of HopeSource to modify Exhibit C. B. Contractual Payment. Contractor agrees to pay the City a monthly rental charge of One Hundred Dollars ($100.00) per month per vehicle during the term of this Lease for any cutaways leased and Four Hundred Dollars ($400.00) per month per vehicle during the term of this Lease for any buses (thirty foot or larger) leased. The lease amount shall be deducted from any payments the City makes to contractor under the Ellensburg- Yakima Commuter Service Contract. In the event that the lease amount is more than what City owes Contractor, City shall invoice Contractor quarterly under the same terms and conditions stated in the Ellensburg- Yakima Commuter Service Contract and Contractor shall pay the City within thirty (30) calendar days of receipt of the invoice. The monthly rental charge for each vehicle shall be prorated in the first and last month of use based on when the vehicle is picked up or returned. C. Term. This Lease shall be effective when executed by the parties and shall continue in existence so long as the Ellensburg- Yakima Commuter Service Contract is in effect, unless terminated earlier as provided by Section U of this lease. D. Licensing and Titling. The vehicle titles shall show the City as legal and registered owner. All vehicles shall have exempt license plates. City shall be responsible for their portion of the lease under the terms of the Ellensburg- Yakima Commuter Service Contract § 3. E. Use of Vehicles. Contractor shall use the vehicles solely for commuter transportation under the scope of the Ellensburg- Yakima Commuter Service Contract between the parties and for no other purpose. Contractor agrees that it will not use or permit the use of the vehicles so as to void any insurance covering same, or in a negligent manner, or permit the vehicles to become subject to any liens, charges, or encumbrances. Contractor shall keep vehicle maintenance and use records and shall submit to the City upon request such information as is required in order to assure compliance with this section. Contractor shall immediately Yakima Ellensburg Commuter - July 2013 - June 2015 17 notify the City if, during the term of this Lease, any vehicle is not used in the above - described manner, is used in a manner different from that described in this Lease, or is withdrawn from service. Contractor shall not sublease vehicles. F. Maintenance of Vehicles. Contractor shall maintain vehicles in good repair at all times. This includes inspecting vehicles, servicing vehicles, and replacing parts. All services, materials, and repairs required in connection with the use and operation of the vehicles, including but not limited to tires, brake shoes, belts, oil, and other fluids shall be performed by Contractor at Contractor's sole expense at intervals and according to the requirements contained in the manufacturer's maintenance schedule or as needed, with the exception that major repairs to the engine, transmission, and axles shall be at the City's sole expense for repairs over $5,000, if Contractor has maintained the vehicles as required by this Lease. Contractor shall take the vehicles to an appropriate service and repair facility for any service and repairs required, or use their own facilities if such facilities can be proven to be equivalent to a commercial shop. 2. Contractor will provide the City the mileage for each of the vehicles by the tenth (10th) day of the month following along with copies of weekly vehicle status checklists of the vehicles' fluid levels and tire status. 3. Maintenance and service records, including original invoices (if applicable), shall be kept on file for each of the vehicles and be provided to the City upon the expiration or termination of this Lease. A copy of the work order shall be submitted to the City after each routine preventive maintenance work performed by Contractor within 7 days. Copies of other service records shall be provided to the City upon request at any time. 4. The City requires the vehicles to be regularly serviced, including routine preventative maintenance every 5,000 miles or as otherwise required suggested by the manufacturer. Inspections are an important part of each vehicle's maintenance routine. Doing daily, weekly, and monthly inspections will allow early detection of problems. Contractor assumes the responsibility to ensure that scheduled inspections, at a minimum, are performed in accordance with the manufacturer's recommendations. 5. Any modification to the vehicles or the installation of additional equipment that requires mounting must be approved by the City in writing prior to installation. 6. A condition inspection shall be conducted by Contractor, or its designated agent, prior to vehicle delivery, and said inspection shall be detailed in writing and agreed to and signed off on by both parties prior to Contractor taking delivery of each vehicle. G. Vehicle Appearance and Body Damage. Vehicles must be maintained to have no apparent body or interior damage. Body Damage. All damage to vehicles shall be repaired within thirty (30) days of the occurrence in a high - quality manner. Any deviation from this timeline must be requested in writing from Yakima Transit and approved prior to the expiration of the 30 -day timeline. Body damage repairs include all dents, rips or tears in the body, damage to frame or unit construction, bent or collapsed bumpers, broken or missing lights, glass, windows, windshields, vents, steps, seats, seatbelts, any and all additional accessories added to the vehicle body, inside and out. Body damage shall also include cosmetic repairs, excluding minor door dings. In summary, all damage that could determine an Yakima Ellensburg Commuter - July 2013 - June 2015 18 unsafe operational condition for passengers and operator and /or lessen the value of such vehicle or otherwise cause a misrepresentation of the safety, quality and professionalism of the Contractor and City. 2. Maintenance. A. Vehicles utilized to provide service under this agreement shall be kept in optimal operating condition and maintained according to manufacturer's recommendations as a minimum standard to minimize breakdowns and decrease the possibility of accidents. A permanent record shall be kept of all maintenance and repairs. Maintenance records must be available for inspection upon request. B. Vehicles interior and exteriors must be clean and have exteriors free of broken mirrors, windows, grime, rust, chipped paint or major dents which detract from the overall appearance of the vehicle. Vehicle exteriors shall be washed at least twice each week on non - consecutive days and within one day after each rain /snowfall, and before being operated on any day if necessary to maintain a clean appearance. C. The passenger compartments must be clean, dust -free, without torn upholstery or floor coverings, damaged or broken seats and protruding sharp edges. Vehicle interiors shall be swept and emptied of trash at least once daily and windows shall be washed at least once a week. All vehicles shall be detailed thoroughly at least once a month. The interior shall be free of dirt, odors, oil, grease or litter. The seatbelts shall be clean and in proper working order. D. Each vehicle will be expected to be maintained in compliance with the Minimum Periodic Inspection Standards that have been established and that are in compliance with the Federal Motor Carrier Safety Regulations, Pocketbook edition. Contractors are encouraged to obtain a current copy of the Federal Motor Carrier Safety Regulations, Pocketbook edition if they do not already have one. 3. Vehicle Safety Equipment. Service vehicles shall be equipped with the following minimum safety equipment, which shall be the Contractor's sole responsibility, after taking possession of the vehicles: A. Two -way communications with Contractor base station. B. Fire extinguisher, U.L. approved, appropriate for size and type of vehicle. C. First aid kit (approved for capacity of vehicle). D. Sterile gloves and Mouth to Mouth Barriers. E. Reflective triangles or other similar warning device. F. Flashlight. G. Tire chains, sand or other traction devices (seasonal). H. Seatbelt cutters. I. Blood -borne pathogens kit. J. Accident report forms and witness statement forms. Yakima Ellensburg Commuter - July 2013 - June 2015 19 K. Secured storage for fare payments L. The safety equipment shall be properly maintained and kept in fully functional condition. No vehicle shall be used to provide the service without functioning seatbelts (if equipped), passenger lift, vehicle safety equipment, heater, and air conditioning. M. Passenger restraint equipment shall be used in accordance with Washington State law. All passengers in wheelchairs shall be transported facing forward and shall be secured with a minimum four -point ADA- certified securement system, which includes a lap belt capable of being secured to the floor. All seatbelts and mobility device securements must be used in accordance with manufacturers' specifications. N. Passenger lifts shall, at a minimum, meet all ADA requirements including size and lift capacity. Lifts shall be tested to insure ability to lift minimum weight required by the ADA in accordance with federal regulations. 4. Vehicle Inspection. The City retains the right to inspect any and all vehicles utilized in service under this contract (including maintenance and license records) at any time. 5. Failed Vehicle Inspections. If a vehicle fails a vehicle inspection, that vehicle MAY NOT be utilized in for the service until the appropriate repair or correction has been made, the vehicle has been re- inspected and passed. Any vehicle that receives a notation of "Needs Attention" may continue to remain in contract service since the fault is not judged to be a safety issue, however the fault must be corrected before that vehicle is re- inspected in either a scheduled or random inspection. Failure to correct a fault within a reasonable time (20 days) is considered a material breach of the lease. H. Graphics. The vehicle signs /decals shall be installed by City at the City's expense. I. Pick -up of Vehicles. It shall be the responsibility of Contractor to pick up the vehicles at the City's Public Works Facility on or before the date the service is to be provided under the terms of this contract. The vehicles shall have full fuel tanks at the time of pick up. Contractor shall provide proof of insurance at the time of pick up as specified in this Lease. Requirements at Expiration or Termination. At the expiration or termination of this Lease, Contractor shall return the vehicles to the location specified by the City with full fuel tanks and with the maintenance records for the rental period including original service and repair invoices or internal work orders. Contractor shall return the vehicles in the same condition as they were in at the inception of the Lease, ordinary wear and tear excepted. In the event a vehicle is not returned in such same condition, ordinary wear and tear excepted, Contractor shall pay the City for the cost of restoring any vehicle to said condition. The City shall charge Contractor its cost of fuel to fill the tank(s) if the tanks are not filled. K. Vehicles Provided "As Is" and "With All Faults." The vehicles that are the subject of this Lease shall be provided on an "AS IS" and "WITH ALL FAULTS" basis. The City makes no warranties of any kind whatsoever, express or implied, as to said vehicles and ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED. Notwithstanding any provision to the contrary, the terms of this section shall survive any expiration or termination of this Lease. A condition inspection shall be conducted by Contractor, or its designated agent, prior to taking delivery of each vehicle and said Yakima Ellensburg Commuter - July 2013 - June 2015 20 inspection shall be detailed in writing and agreed to and signed off on by both parties prior to Contractor taking delivery of each vehicle. L. Liability. The City shall not be liable to Contractor or to anyone else for any liability, loss or damage of any kind, however caused or alleged to be caused, directly or indirectly by any of the vehicles; or as a result of the repair, maintenance, or equipment thereof, by any inadequacy thereof, or defect therein or by any incident in connection therewith, or interruption of service or use of any vehicle provided pursuant to this Lease, or from any liability of any nature growing out of performance of this Lease on the part of Contractor, its officers, employees, contractors, or subcontractors unless said liability is caused by the negligence of the City, it's agents, or it's employees. 2. To the maximum extent permitted by law, Contractor shall protect, indemnify, hold harmless and defend the City and its officials, agents, officers, and employees from all claims, actions, costs, damages and expenses of any nature whatsoever, including attorneys' fees, arising out of, resulting from or connected with the acts, errors or omissions of Contractor, its officials, assignees, agents, principals, sublessees, contractors, subcontractors, licensees, invitees, employees, or any person whomsoever under this Lease. 3. In the event that any lien is placed upon property of the City or any of its officers, principals, agents, or employees as a result of the acts, errors or omissions of Contractor or its officials, assignees, agents, sublessees, contractors, subcontractors, licensees, invitees, or employees, Contractor shall at once cause the same to be dissolved and discharged by giving bond or otherwise. The City will be notified in writing immediately of any such lien. 4. Notwithstanding any provision to the contrary, the terms of this section shall survive any expiration or termination of this Lease M. Insurance. Contractor shall provide General Liability and Automobile Liability insurance for vehicles operated by the Contractor pursuant to this Contract with limits of up to $12,000,000.00 per occurrence. N. Safety. Contractor shall ensure that the vehicles are maintained and operated in a safe and prudent manner and that all drivers comply with existing state, federal, and local laws regarding the operation of motor vehicles on the streets, roads, and highways of the state. Contractor shall comply with all FTA drug and alcohol testing requirements. O. Independent Contractor. Contractor and City understand and agree that Contractor is an independent contractor in the performance of each and every part of this Lease. As such, Contractor and its employees shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and /or retirement benefits. Nothing contained herein shall be interpreted as creating a servant, employee, partnership, or agency relationship between Contractor and City. P. Remedies Cumulative. All remedies provided in this Lease are distinct and cumulative to any other right or remedy under this Lease or afforded by law or equity and may be exercised independently, concurrently, or successively. Q. No Conflict of Interest. Contractor represents that it does not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or Yakima Ellensburg Commuter - July 2013 - June 2015 21 degree with the performance of this Lease. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Lease. R. No City Obligation to Third Parties. No contract between Contractor and its contractors or subcontractors shall create any obligation or liability for the City with regard to this Lease without the City's specific written consent of such obligation or liability, notwithstanding its concurrence in, or approval of, or the awareness of any contract or subcontract or the solicitation thereof. 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 performance of any work to be accomplished under this Lease. S. Integration and Supersession. This Lease sets forth all of the terms and conditions relative to the lease of vehicles as provided herein. No amendment or modification of this Lease shall be effective unless reduced to writing and executed by the parties. T. Severability. 1. If a court of competent jurisdiction holds any part, term or provision of this Lease to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Lease did not contain the particular provision held to be invalid. 2. If any provision of this Lease is in direct conflict with any statutory provision of the State of Washington, that provision shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 3. No controversy concerning any covenant or provision shall delay the performance of any other covenant or provision except as herein allowed. U. Termination. Either party may terminate this Lease with or without cause upon ninety (90) days written notice to the other party. Contractor shall be liable for any payments due up to the effective date of termination. V. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses as follows: TO CITY: TO CONTRACTOR: Ken Mehin, Transit Manager Mary Rowley, Chairperson Yakima Transit HopeSource 3201 Fruitvale Blvd. 700 E Mountain View Ste 501 Yakima, WA 98901 Ellensburg, WA 98926 or to such other addresses as the parties may hereafter designate in writing. Notices and /or demands shall be sent by registered or certified mail, postage prepaid or hand delivered. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. W. Non - Waiver. The waiver by Contractor or the City of the breach of any provision of this Lease by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provision. X. Survival. Any provision of this Lease that imposes an obligation after termination or expiration of this Lease shall survive the term or expiration of this Lease and shall be binding on the parties to this Lease Yakima Ellensburg Commuter - July 2013 - June 2015 22 Y. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Washington Z. Venue. The venue for any action to enforce or interpret this Lease shall lie in the Superior Court of Washington for Kittitas County, Washington AA.Authority. The person executing this Lease on behalf of Contractor represents and warrants that they are fully authorized by Contractor to execute this Lease on its behalf and to legally bind Contractor to all terms, performances, and provisions of this Lease. BB.Attorney Fee Provision. If a party is required to bring or maintain any action which refers this document to an attorney for the enforcement of any of the terms and conditions of this Lease, the prevailing party in such action shall, in addition to all other payments required, receive from the other all the costs incurred by the prevailing party, including reasonable attorney fees and such costs and reasonable attorney fees which the prevailing party may incur on any appeal. CC. Execution. CITY OF YAKIMA By: Tony O'Rourke, City Manager Dated: ATTEST: go Sonya Claar Tee, City Clerk City Contract No. Resolution No. Yakima Ellensburg Commuter - July 2013 - June 2015 23 HOPESOURCE By: Mary Rowley, Chairperson Dated: Date: Exhibit B - ELLENSBURG COMMUTER SERVICE SCHEDULE Monday through Friday Only /Solo de lunes a viernes 0 0 O © © O Yakima Yakima ''all' a Selah Ellensburg Ellensburg Ellensburg Tra °sit Firing C'NU Airport Y.V.C.C. Center Center Super 1 Safeway SURC Yakima to 6:20 6:30 6:40 6:55 7:25 7:33 7:40 Ellensburg AM 7 :35 7:45 7:55 8 :10 8:40 8 :48 8 :55 9:20 9:30 9:40 9:55 10:25 10:33 10:40 10:35 10:45 10:55 11:10 11:40 11:48 11:55 12:50 1:00 1:10 1:25 1:55 2:03 2:10 2:20 2:30 2:40 2 :55 3:25 3 733 3 740 PM 3:50 4:00 4:15 4:25 4:55 5:03 5:10 5:25 5:35 5:45 5:55 6:25 6:33 6:40 Monday through Friday Only/ Solo de lunes a viernes 0 0 ©© 0 0 0 Ellensburg Ellensburg Ellensburg Selah Yakima Yakima Yakima CR'U Firing Transit SURC Safeway Super 1 Center Center YVCC Airport Ellensburg 6:00 6:07 6:15 6:45 7:00 7:10 7:15 g 7:45 7:50 7:55 8:30 8:45 8:55 9:00 to Yakima AM 9:15 9:20 9:25 10:00 10:15 10 :25 10:30 10:45 10:50 10:55 11:30 11:45 11:55 12:00 12:45 12:50 12:55 1:30 1:45 1:55 2:00 P M 215 2.20 2 025 3400 3:15 3 :25 3:30 3:45 3:50 3:55 4:30 4:45 4:55 5:00 5:15 5:20 5:25 6:00 6:15 6:25 6:30 The Commuter Express has limited weekday service, stopping at 7 bus stops only, no local service when in Yakima or Ellensburg. Fares S4.00 One -way Fare $125.00 Monthly Pass Commuter Express Monthly Pass also provides unlimited service on all Yakima Transit and Central Transit buses for the month of the pass_ Passes available at- Transit Center, Yakima Public Works; Yakima City Hall, Hopesource; Kittitas County Chamber of Commerce, CWU Wildcat Shop. Additional information available on -line at www.yakimatransit.orp and www.hopesource.us For Yakima - Ellensburg Commuter information. call - HopeSource 509 - 933 -2287 or Yakima Transit 509 -575 -6175. Yakima Ellensburg Commuter - July 2013 - June 2015 24 Yakima Ellensburg Commuter - July 2013 - June 2015 25 Veh.ID Year Make Model VIN Lift Equip. Active 7104 1995 Motor Coach Inc Commuter Bus 1 M8SDMTAXSP047699 Yes Vehicles 7105 1995 Motor Coach Inc Commuter Bus 1 M8SDMTAXSP047702 Yes 7106 1995 Motor Coach Inc Commuter Bus 1 M8SDMTAXSP047705 Yes 7107 1995 Motor Coach Inc Commuter Bus 1 M8SDMTAXSP047708 Yes 3256 2001 Ford E -450 SD 1 FDFE45S89DA90674 Yes 3257 2001 Ford E -450 SD 1 FDXE45F91 HA88047 Yes 3258 2001 Ford E -450 SD 1 FDXE45F71 HB88048 Yes Yakima Ellensburg Commuter - July 2013 - June 2015 25