Loading...
HomeMy WebLinkAboutR-2024-135 Resolution authorizing an Agreement with Washington State Department of Transportation to provide funding for improvements on the Downtown Transit Center RESOLUTION NO. R-2024-135 A RESOLUTION authorizing an Agreement with Washington State Department of Transportation (WSDOT) to provide funding for improvements on Downtown Transit Center and new bus shelters. WHEREAS, the City of Yakima (City) Transit Division has the Downtown Transit Center for transportation services. The Transit Center was built in 1993 and has had minimal improvements through the years; and WHEREAS, the City's Transit Division desires to improve and update the Downtown Transit Center, which requires receiving the WSDOT Move Ahead Washington Tier Grant Program; and, WHEREAS, for the July 1, 2023- June 30, 2025 WSDOT has awarded the funding to the City's Transit Division for the facilities, infrastructure and/or associated equipment to provide the necessary updates and improvements; and WHEREAS, WSDOT is to provide full capital funding of 191,000 to the City's Transit Division to design, acquisition, construct, and/or improvements of the facilities and infrastructure; and WHEREAS, in order to receive funding for these improvements, it is necessary for the City and the WSDOT to enter into Grant Agreement PTD0798 setting forth the terms, conditions, and requirements to fund the project, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute Grant Agreement PTD0798 with the Washington State Department of Transportation (WSDOT) attached hereto and incorporated herein by this reference, not to exceed one hundred ninety-one thousand ($191,000) to provide the funding for improvements on the Downtown Transit Center as described in the Agreement. ADOPTED BY THE CITY COUNCIL this 16th day of July, 2024. fil a 5 .......... `..*„4„ atricia Byers, yor ATTEST: V AK/�y4.9 ',tip ;/ ""*- 4 f, SEAL i Q��� �� n , '�i —*� ►" �/,)�.�ittl A V��V /14/1.-- �h��'�� o� r �'INIGI s Rosalinda Ibarra, City Clerk `,Nu.-- 411111\ Public Transportation Division �1Washington State 310 Maple Park Avenue S.E. Department of Transportation P.O.Box 47387 Olympia,WA 98504-7387 WSDOT Contact: Kyle Comwell WSDOT E-mail: Kyle CornwellAwsdotwagov WSDOT Phone: 360-705-7704 Connecting Washington Tier Grant Program Capital Construction Grant Agreement Agreement Number PTD0798 Contractor: Yakima Transit Term of Agreement July 1,2023 through June 30,2025 2301 Fruitvale Blvd Yakima,WA 98902-1225 Vendor#SW00071220 2 Service Area Yakima Contact: Greg Story Email: gregory.story@yakimawa.gov THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter "WSDOT," and the Contractor identified above, hereinafter the"CONTRACTOR," individually the"PARTY"and collectively the"PARTIES." WHEREAS, the State of Washington in its Sessions Laws of 2023, Chapter 472 Section 221 authorizes funding for Public Transportation Programs and other special proviso funding as identified in the budget through its 2023-2025 biennial appropriations to WSDOT, and WHEREAS,WSDOT Public Transportation Division administers Move Ahead Washington Tier Funded Grant Program funds to provide assistance solely for transportation projects as identified in LEAP Transportation Document 2023-2 ALL PROJECT as developed on April 21,2023, Program-Public Transportation Program(V); WHEREAS, the CONTRACTOR has requested funds for the project(s) or program(s) shown under the heading titled "Funding by Project" (hereinafter known as the"Project(s)")which has been selected by WSDOT for funding assistance. NOW THEREFORE, in consideration of the terms, conditions, covenants, and performances contained herein, or attached and incorporated and made a part hereof, IT IS MUTUALLY AGREED AS FOLLOWS: Section 1 SCOPE OF WORK AND BUDGET Funding by Project Project Title: Terrace Heights Transit Extension(Yakima Transit) UPIN# L4000070 Scope of Work: Funds will be used for the Downtown Transit center and new bus shelters Funds Current Percentage Current Funds Projected Funds Total Funds Move Ahead Washington Tier 100% 3 191,000 5 $ 191,000 Contractor's Funds 0% $ - $ Total Project Cost 100% $ 191,000 $ - $ 191,000 Budget: Current Funds reflect total funding appropriated by the Washington State Legislature for the Project in the 2023-2025 biennium Yakima Transit 1 of 18 PTD0798 Construction Milestones Phases Date Preliminary Engineering Start Date 7/28/2024 Environmental Documents(NEPA/SEPA) N/A Right of Way Certification N/A Contract Award Date 1/31/2024 Construction Operationally Complete 8/31/2024 Yakima Transit 2 of 18 PTD0798 Section 2 Purpose of Agreement A. The purpose of this AGREEMENT is for WSDOT to provide capital funding to the CONTRACTOR for the design, acquisition, construction, and/or improvements of capital facilities and infrastructure to be used in the provision of transportation services to persons in the State of Washington, referred to as the "Project." Reference to the "Project' shall include all such capital facilities, infrastructure, and/or associated equipment("Equipment') designed, acquired, constructed, improved, or installed under this AGREEMENT. B. On projects where WSDOT is providing only state funds and the contractor is using funds received directly from the federal government as their share or part thereof on the project, the contractor must assume full responsibility for complying with all federal rules and regulations. If the contractor is found in non-compliance with federal rules and regulations, the contractor shall provide written notification to WSDOT supplying details related to the non-compliance. Both PARTIES will analyze and determine the impact on the scope, schedule,and funding of the project. Remedies required up to and including the return of funds will be identified to ensure the project's scope of work is met as intended. Section 3 Scope of Project The CONTRACTOR agrees to perform the work and complete the Project as described and detailed in Section 1.The CONTRACTOR shall complete the Project within the project limits described in Section 1. Section 4 General Compliance Assurance A. The CONTRACTOR agrees to comply with all instructions as prescribed in the WSDOT Public Transportation State Grant Programs Guidebook, hereinafter referred to as the "Guidebook", and any amendments thereto, found at https://wsdot.wa.gov/business-wsdot/grants/public-transportation-grants/manage- your-grant which by this reference is incorporated herein as if fully set forth in this AGREEMENT. B. 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 5 Term of Project The Project period of th is AGREEMENT shall commence and terminate on the dates shown in the caption space header titled "Term of Agreement" regardless of the date of execution of this AGREEMENT, unless terminated as provided herein. The caption space header titled "Term of Agreement" and all caption space headers above are by this reference incorporated herein into the AGREEMENT as if fully set forth in the AGREEMENT. Yakima Transit 3 of 18 PTD0798 Section 6 State Review of Project WSDOT shall review the Project identified in this AGREEMENT as Section 1- Scope of Work and Budget, at least semiannually to determine whether the Project is making satisfactory progress. If WSDOT has awarded funds, but the CONTRACTOR does not report satisfactory activity with in one(1)year of the initial grant award,WSDOT shall review the Project to determine whetherthe grant should be terminated as provided in Section 34, Termination. Section 7 Project Costs and Minimum Contractor's Match Requirement A.The reimbursable costs of the Project shall not exceed the amounts detailed in Section 1- Scope of Work and Budget. The CONTRACTOR agrees to expend eligible funds, together with other funds allocated for the Project, in an amou nt sufficient to complete the Project as detailed in Section 1. If at any time the CONTRACTOR becomes aware that the cost of the Project will exceed or be less than the amount identified in Section 1, the CONTRACTOR shall notify WSDOT in writing within thirty (30) calendar days of making that determination. B.The CONTRACTOR is required to provide a minimum match of funds for the Project as identified in Section 1 — Scope of Work and Budget, indicated as Contractor's Funds. Any reduction in the match will result in a proportional reduction in grant funds. Section 8 Energy Credit To the extent CONTRACTOR receives any monies from the sale or disposition of energy credits, decarbonization credits, environmental credits, or any other monies through its participation in a like program, CONTRACTOR agrees to reinvest those monies into services and projects consistent with the STATE'S public transportation grant program. CONTRACTOR'S obligation to reinvest these monies underthis provision shall be in an amount no less than the proportion of the STATE'S funding of this AGREEMENT. Section 9 Inspection of the Project The CONTRACTOR shall inspect any Project Equipment purchased pursuant to this AGREEMENT at the time of delivery to the CONTRACTOR. The CONTRACTOR has 15 calendardays from delivery to either accept or reject the Project Equipment.If rejected, the CONTRACTOR shall provide a written notice specifying the Project Equipmentdeficiencies to its vendor and WSDOT, allowing the vendor a reasonable amount of time to cure the deficiencies or defects. Upon receipt and acceptance of Project Equipment, the CONTRACTOR agrees that it has fully inspected the Project Equipment and accepts it as suitable for the purpose underthis AGREEMENT, as being in good condition and state of good repair, and that the CONTRACTOR is satisfied with the Project Equipment and that the Project Equipment complies with all applicable regulations, rules, and laws. Payment to the vendor must occur within thirty days of the Project Equipment acceptance. Yakima Transit 4 of 18 PTD0798 Section 10 Use of Park and Ride Facilities In order to be eligible to receive a Green Transportation grant, a transit agency must establish a process for private transportation providers to apply for the use of park-and-ride facilities. Tier and Consolidated Grant funded projects are explicitly excluded from the provisions of Section 10-Use of Park and Ride Facilities. Section 11 Miscellaneous Charges and Conditions The CONTRACTOR shall pay and be solely responsible for all storage charges, parking charges, late fees, and fines,as well as any fees and taxes, except applicable state sales or use tax, which may be imposed with respect to the Project by a duly constituted governmental authority as the result of the CONTRACTOR's use or intended use of the Project. All replacements, repairs, or substitutions of parts or Project Equipment shall be at the cost and expense of the CONTRACTOR. Section 12 Payment A. State and/or federal funds may be used to reimburse the CONTRACTOR for allowable expenses incurred in completing the Project as described in Section 1. Allowable Project expenses shall be determined by WSDOT as described in the Guidebook, and any amendments thereto. In no event shall the total amount reimbursed by WSDOT exceed the Total Project Cost, less any Contractor's Funds, identified in Section 1. B. 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 Agreement." Such costs to be reimbursed shall be calculated as described in the Guidebook,and any amendments thereto. WSDOT shall make no payments for costs incurred prior to the beginning or after the end date of the"Term of Agreement" as set forth in the caption space header above. The CONTRACTOR shall submit an invoice detailing and supporting the costs incurred. Such invoices may be submitted no more than once a month and no less than once per quarter. If approved by WSDOT, said invoices shall be paid by WSDOT within thirty(30) days of submission to WSDOT. Payment is subject to the submission to and approval by WSDOT of appropriate invoices, reports, and financial summaries. Any financial summaries submitted to WSDOT must include a record of the actual costs. C. The CONTRACTOR shall submit an invoice for completed work in the same state fiscal year in which it was incurred. Pursuant to RCW43.88.020(12) "fiscal yeas" is defined as the year beginning July 1st and ending the following June 30th. Reimbursement requests must be received no later than July 15 of the following state fiscal year. If the CONTRACTOR is unable to provide an invoice by this date, the CONTRACTOR shall provide an estimate of the charges to be billed so WSDOT may accruethe expenditures in the proper fiscal year.Any payment request received after the timeframe prescribed above will not be eligible for reimbursement. Yakima Transit 5 of 18 PTD0798 Section 13 Assignments, Subcontracts, and Leases A. The CONTRACTOR shall submit to WSDOT as requested a copy of any contract, amendment, or change order thereto pertaining to this Project for review and documentation. This includes any completed Project facilities and/or infrastructure under this AGREEMENT, or other actions obligating the CONTRACTOR in any manner with any third party with respect to its rights and responsibilities under this AGREEMENT, including any leasing and/or lending the Project or any part thereof to be used by anyone not under the CONTRACTOR's direct supervision. B. The CONTRACTOR agrees to include all applicable sections of the AGREEMENT such as Section 4, Sections 13 through 28, Section 32, Section 35, and Section 36 of this AGREEMENT in each subcontract and 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 AGREEMENT. Section 14 Reports and Project Use A. The CONTRACTOR agrees that the Project shall be used for the provision of transportation services within the area indicated in Section 1 for the term of the Project plus four years after the project is complete, as set forth in the Guidebook, and any amendments thereto. The CONTRACTOR further agrees that it will not use or permit the use of the Project in a negligent manner or in violation of any applicable law, or so as to avoid any insurance covering the same or permit the Project to become subject to any lien, charge, or encumbrance.Should the CONTRACTOR unreasonably delay or fail to use the Project during the Project term and reporting period,the CONTRACTOR agrees that it may be requ ired to refund upto the entire amountof the"State and/or Federal Fu nds"expen ded on the Project. The CONTRACTOR shall immediately notify WSDOT when any Project facilities and/or infrastructure is withdrawn from Project use or when the Project or any part thereof is used in a manner substantially differentfrom that identified in Section 1. If the Project is permanently removed from transportation services, the CONTRACTOR agrees to immediately notify WSDOT of its intentions regarding the disposal of the Project or any part of the Project thereof. B. Reports. The CONTRACTOR shall submit, in The Grants Management System (GMS), quarterly reports to WSDOT for the Term of the Project, regarding the progress of the Project. If this is a Regional Mobility project, annual performance reports for four calendar years after the project is operationally complete, as prescribed in the Guidebook, and any amendments thereto, or as WSDOT may require, including, but not limited to interim and annual reports. The CONTRACTOR shall keep satisfactory written records regarding the use of Project and shall submit the following reports to, and in a form, and at such times prescribed by WSDOT as set forth in the Guidebook, and any subsequent amendments thereto: 1. If this is a Regional Mobility project, a draft Performance Measurement Plan(PMP) must be submitted to WSDOT before submitting the first reimbu rsement request. If the contractor does notsubmita PMP and is nonresponsive to requests from WSDOT for improvements and information, the contractor may be deemed out of compliance. 2. An Annual Performance Report that includes a summary of overall project performance and supporting data Yakima Transit 6 of 18 PTD0798 3. Reports describing the current usage of the Project and other data which WSDOT may request from the CONTRACTOR by memos, a-mails or telephone requests. 4. In the event any portion of the Project sustains disabling damage, the CONTRACTOR shall notify WSDOT immediately after the occasion of the damage, including the circumstances thereof. 5. The CONTRACTOR shall collect and submit to WSDOT, at such time as WSDOT may require, such financial statements, data, records, contracts, and other documents related to the Project as may be deemed necessary by WSDOT. C. Remedies for Misuse or Noncompliance. If WSDOT determines that the Project has been used in a manner materially different from Section 1, WSDOT may direct the CONTRACTOR to repay WSDOT the State-funded share of the Project. WSDOT may also withhold payments should it determine that the CONTRACTOR has failed to materially comply with any provision of this AGREEMENT. Section 15 Maintenance of the Project A. The CONTRACTOR shall add newly constructed projects to their Asset Management Plan and report it to WSDOT as part of the Annual Inventory Report. The CONTRACTOR Shall include the useful life of the constructed project and make all necessary repairs and reasonably maintain the Project to assure it remains in good and operational condition until the end of its useful life. The useful life of a constructed project is determined based on the Architectural/ Engineering requirements for each type of structure, materials used, industry standards, and other federal and/or state standards and specifications. All service, materials, and repairs in connection with the use and operation of the Project during its useful life shall be at the CONTRACTOR's expense. CONTRACTORS who are transit agencies must also have a Transit Asset Management Plan certified by WSDOT that details the transit agency's plan to maintain the Project. B. All other CONTRACTORS must submit a written Maintenance Plan to WSDOT prior to the occupation and/or operations of the Project. The CONTRACTOR agrees, at a minimum, to maintain the Project and service or replace parts at intervals recommended in the manuals and/or instructions provided by the subcontractors and/or component manufacturers, or sooner if needed. The CONTRACTOR shall have the Project routinely inspected and make arrangements for any appropriate service and repair under the manufacturer's warranty, if applicable. WSDOT shall not be liable for repairs. The CONTRACTOR shall retain records of all maintenance and parts replacement performed on the Project in accordance with Section 22, Audits, Inspection, and Retention of Records. The CONTRACTOR shall provide copies of such records to WSDOT, upon request. Section 16 Compliance with State Design Standards The CONTRACTOR agrees the Project design must comply with all applicable Washington State Standard Specifications for Road, Bridge, and Municipal Construction, and any applicable revisionsthereto. Projects that wish to use design standardsthatdifferfrom state standards must submit a request to WSDOT's Public Transportation Division and obtain documented approval before design work commences. Yakima Transit 7 of 18 PTD0798 Section 17 No Obligation by the State Government No contract between the CONTRACTOR and its subcontractors shall create any 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 subcontractor the solicitations thereof and the CONTRACTOR hereby agrees to include this provision in all contracts it enters into for the design, acquisition, and construction of facilities and/or infrastructure related to the Project, or the performance of any work to be accomplished under this AGREEMENT. Section 18 Ethics A. Relationships with Employees and Officers of WSDOT. The CONTRACTOR shall notextend any loan,gratuity,or gift of money in any form whatsoever to any employee or officer of WSDOT, nor shall the CONTRACTOR knowingly rent or purchase any Project equipment and materials from any employee or officer of WSDOT. B. Employment of Former WSDOT Employees. The CONTRACTOR hereby warrants that it shall not employ on a full, part-time, or another basis during the period of this AGREEMENT, any professional or technical personnel who are or have been, at any time during the period of this AGREEMENT, in the employ of WSDOT without the written consent of WSDOT. Section 19 Compliance with Laws and Regulations A. 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 applicable nondiscrimination provisions in chapter 49.60 RCW. B. Additionally,the CONTRACTOR agrees to comply. as applicable, with the following: 1. SB 5974 Move Ahead Washington 2. RCW 70A.02 Healthy Environmental for All (HEAL)ACT, and 3. RCW 70A. 65.260 Climate Commitment ACT. C. Except when a federal statute or regulation preempts state or local law, no provision of the AGREEMENT shall require the CONTRACTOR to observe or enforce compliance with any provision, perform any other act, or do any other thing in contravention of state or local law. If any provision or compliance with any provision of this AGREEMENT violates state or local law or wou Id requ ire the CONTRACTOR to violate state or local law, 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 AGREEMENT. Yakima Transit 8 of 18 PTD0798 Section 20 Civil rights The CONTRACTOR shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any WSDOT-assisted contract or in the administration of its public transportation services. Section 21 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 all applicable provisions of Title 49 RCW, Labor Regulations. Section 22 Environmental and Regulatory Requirements The CONTRACTOR agrees to comply with all applicable requirements of chapter 43.21C RCW"State Environmental Policy Act'(SEPA). The CONTRACTOR also agrees to comply with all applicable requirements of Executive Order 21-02, Archeological and Cultural Resources, for all capital construction projects or land acquisitions for the purpose of a capital construction project, not undergoing Section 106 review underthe National Historic Preservation Act of 1966 (Section 106). Section 23 Accounting Records A. Project Accounts. The CONTRACTOR agrees to establish and maintain for the Project either a separate set of accounts or separate accounts within the framework of an established accounting system that can be identified with the Project. 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. B. Documentation of Project Costs and Program Income. The CONTRACTOR agrees to support all allowable costs charged to the Project, including any approved services contributed by the CONTRACTOR or others, with properly executed payrolls,time records, invoices,contracts, or vouchers describing in detail the nature and propriety of the charges. The CONTRACTOR also agrees to maintain accurate records of all program income derived from implementing the Project. Section 24 Audits, Inspection, and Retention of Records A. Submission of Proceedings, Contracts, Agreements, and Other Documents. During the term of the Project and for six (6) years thereafter, the CONTRACTOR agrees to retain intact and to provide any data, documents, reports, records, contracts, and supporting materials relating to the Project as WSDOT may require. Project closeout does Yakima Transit 9 of 18 PTD0798 not alter these recording and record-keeping requirements.Should an audit,enforcement, or litigation process be commenced, but not completed, during the aforementioned six (6) year period then the CONTRACTOR's obligations hereundershall be extended until the conclusion of that pending audit, enforcement, or litigation process. B. General Audit Requirements. The CONTRACTOR agrees to obtain any 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, maintenance records,and other data, and to audit the books, records, and accounts of the CONTRACTOR and its contractors pertaining to the Project. The CONTRACTOR agrees to require each third-party contractor to permit WSDOT, the State Auditor, or their duly authorized representatives, to inspect all work, materials, payrolls, maintenance records, and other data and records involving that third party contract, and to audit the books, records, and accounts involving that third party contract as it affects the Project. Section 25 Permitting The CONTRACTOR agrees to be solely responsible for all required Federal, State and/or local permitting as related to the Project. Section 26 Loss or Damage to the Project A. The CONTRACTOR, at its own expense, shall cover any loss, theft, damage, or destruction of the Project's facilities, associated equipment, and/or infrastructure using either of the following methods: 1. The CONTRACTOR shall maintain property insurance for facilities, associated equipment, and/or infrastructure adequate to cover the value of the Project; the CONTRACTOR shall supply a copy of the Certificate of Insurance specifying such coverage to WSDOT with the first request for reimbursement, and supply proof of renewal annually thereafter, or 2. The CONTRACTOR shall certify that it has self-insurance and provide a written certificate of self-insurance to WSDOT with the first request for reimbursement, and annually thereafter. The CONTRACTOR will cover from its own resources the costs of repairing or replacing any Project facilities, associated equipment, and/or infrastructure if it is stolen, damaged, or destroyed in any manner. B. If the damage to the Project does not result in a total loss, payments for damage shall be paid directly to the CONTRACTOR. The CONTRACTOR shall,within thirty (30) days, either: 1. Devote all the insurance proceeds received to repair the Project and place it back in service, and the CONTRACTOR shall, at its own expense, pay any portion of the cost of repair which is not covered by insurance; or 2. In the event the CONTRACTOR is certified to self-insurance, devote all funds necessary to repair the Project and place it back into service. C. If the Project is a total loss, either by theft or damage, the insurance proceeds or equivalent shall be paid directly to the CONTRACTOR, and within fifteen (15) days the Yakima Transit 10 of 18 PTD0798 CONTRACTOR shall pay WSDOT its proportionate funded share of such proceeds received. The CONTRACTOR shall within sixty(60) days of loss, theft, or damage, notify WSDOT that it either: 1. Intends to replace the lost Project facilities, associated equipment, and/or infrastru ctu re; or 2. Does not intend to replace the lost Project facilities, associated equipment, and/or infrastructure. D. If the CONTRACTOR intends to replace the Project facilities, associated equipment and/or infrastructure then WSDOT will reimburse the CONTRACTOR upon receipt of an approved invoice, funds up to the amount WSDOT received in insurance proceeds. E. Coverage, if obtained or provided by the CONTRACTOR in compliance with this section, shall not be deemed as having relieved the CONTRACTOR of any liability in excess of such coverage as required by the limitation of liability section of this AGREEMENT, or otherwise. Section 27 Liens on the Project WSDOT shall be listed as the legal owner on titles and hold titles for all vehicles the CONTRACTOR acquires using federal funds through WSDOTs grant program. WSDOT will have legal ownership to any non-vehicle Project Equipment the CONTRACTOR acquires or modifies using the"Federal and/or State Funds" identified in Section 1. For the purposes of this Agreement, equipment shall mean all tangible, nonexpendable, personal property that has a service life of more than one year and an acquisition and installation cost of $5,000 or more per unit. If the Contractor acquires vehicles using state funds provided through WSDOT's grant program, WSDOT may within its discretion, allow the CONTRACTOR to be listed as the legal owner and hold title. In all cases, WSDOT will maintain a copy of titles for all funded vehicles under this agreement and oversight responsibility on those vehicles through their minimum useful life. In the case where the CONTRACTOR is listed as the legal owner on the title for vehicles or any portion of the project during its useful life as set forth in this Section and agrees that it shall not use the Project or any portion thereof as collateral, nor shall the CONTRACTOR encumber the Project in any way withoutthe consentof WSDOT, which consentshall notbe unreasonably withheld or delayed. If the CONTRACTOR determines to discontinue the use of the Project before the end of its useful life, it shall consult with WSDOT as to appropriate disposition alternatives, including transferring the use of the Project to another agency for purposes consistent with the original grant award or reimbursing WSDOT for its proportional State funded share of the disposal price. The CONTRACTOR shall follow the terms stated in Section 12A regarding the use and disposal of the Project and/or any portion thereof. Section 28 Limitation of Liability A.The CONTRACTOR shall indemnify,defend, and hold WSDOT, its agents, employees, and officers harmless from and process and defend at its own expense any and all claims, demands, suits at law or equity, actions, penalties, losses, damages, or costs (hereinafter referred to collectively as "claims"), of whatsoever kind or nature brought against WSDOT, arising out of, in connection with or incident to this AGREEMENT and/or the CONTRACTOR's performance or failure to perform any aspect of this AGREEMENT. This Yakima Transit 11 of 18 PTD0798 indemnity and defense provision applies to all claims against WSDOT, its agents, employees, and officers arising out of, in connection with,or incidentto the negligent acts or omissions of the CONTRACTOR, its agents,employees, officers,and subcontractors of any tier. Provided, however, that nothing herein shall require the CONTRACTOR to indemnify,defend,and hold harmless or defend WSDOT, its agents,employees, or officers to the extent that claims are caused by the negligent acts or omissions of 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 and defense provisions provided herein shall be valid and enforceable only to the extent of the negligence of the CONTRACTOR, its employees, officers, authorized agents, and/or contractors. The indemnification and hold harmless provision shall survive termination of this AGREEMENT. B.The CONTRACTOR shall be deemed an independentcontractor 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 employees of WSDOT. C.The CONTRACTOR agrees that its obligations underthis AGREEMENT extend to any claim, demand, and/or cause of action by, or on behalf of its employees or agents while performing underthis AGREEMENT. For this purpose, the CONTRACTOR, by MUTUAL NEGOTIATION, hereby waives any immunity that would otherwise be available to it against such claims under the Industrial Insurance provisions in Title 51 RCW. D.In the event either the CONTRACTOR or WSDOT incurs attorney's fees, costs or other legal expenses to enforce the provisions of this section of this AGREEMENT against the other PARTY, all such fees, costs, and expenses shall be recoverable by the prevailing PARTY. Section 29 Personal Liability of Public Officers No officer or employee of WSDOT shall be personally liable for any acts or failure to act in connection with this AGREEMENT, it being understood that in such matters he or she is acting solely as an agent of WSDOT. Section 30 WSDOT Advice The CONTRACTOR bears complete responsibility for the administration and success of the Project as it is defined by this AGREEMENT and any amendments thereto. If the CONTRACTOR solicits advice from WSDOT on problems that may arise, the offering of WSDOT advice shall not shift the responsibility of the CONTRACTOR for the correct administration and success of the Project, and WSDOT shall not be held liable for offering advice to the CONTRACTOR. Section 31 Forbearance by WSDOT Not a Waiver Any 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. Yakima Transit 12 of 18 PTD0798 Section 32 Lack of Waiver In no event shall any WSDOT payment of funds to the CONTRACTOR constitute or be construed as a waiver by WSDOT of an y CONTRACTOR breach,or default. Such payment shall in no way impair or prejudice any right or remedy available to WSDOT with respect to any breach or default Section 33 Changed Conditions Affecting Performance The CONTRACTOR hereby agrees to immediately notify WSDOT of any change in conditions or law, or of any other event,which may affect its ability to perform the Project in accordance with the provisions of this AGREEMENT. Section 34 Agreement Modifications Either PARTY may request changes to this AGREEMENT. Any changes to the terms of this AGREEMENT must be mutually agreed upon and incorporated by written amendment to this AGREEMENT. Such written amendment to this AGREEMENT shall not be binding or valid unless signed by persons authorized to bind 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 35 Disputes A. Disputes. Disputes,arising in the performance of this AGREEMENT, which are not resolved by agreement of the PARTIES, shall be decided in writing by the WSDOT Public Transportation Division's Assistant Director or designee. This decision shall be final and conclusive unless within ten (10) days from the date of CONTRACTOR'S receipt of 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 binding 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 underthis document or afforded by law or equity, Yakima Transit 13 of 18 PTD0798 and may be exercised independently, concurrently, or successively and shall not be construed to be a limitation of any duties,obligations, rights and remedies of the PARTIES hereto. No action or failure to act by WSDOT or CONTRACTOR shall constitute a waiver of any right or duty afforded any of them underthisAGREEMENT, nor shall any such action orfailureto act constitute an approval of or acquiescence in any breach thereu n der,except as may be specifically agreed in writing. Section 36 Termination A. Termination for Convenience. WSDOT and/or the CONTRACTOR may suspend or terminate this AGREEMENT, in whole or in part, and all or any part of the financial assistance provided herein,at anytime by written notice to the other PARTY. WSDOT and the CONTRACTOR shall agree upon the AGREEMENT termination provisions including but not limited to the settlement terms, conditions,and in the case of partial termination the portion to be terminated.Written notification mustsetforth the reasonsforsuch termination, the effective date, and in case of a partial termination the portion to be terminated. However, if, in the case of partial termination, WSDOT determines that the remaining portion of the award will not accomplish the purposes for which the award was made, WSDOT may terminate the award in its entirety. The PARTIES may terminate this AGREEMENT for convenience for reasons including, but not limited to, the following: 1. The requisite funding becomes unavailable through the failure of appropriation or otherwise; 2. WSDOT determines, in its sole discretion,that the continuation of the Project would not produce beneficial results commensurate with the further expenditure of funds; 3. The CONTRACTOR is prevented from proceeding with the Project as a direct result of an Executive Order of the Presidentwith respect to the prosecution of a war or in the interest of national defense;or an Executive Order of the President or Governor of the State with respect to the preservation of energy resources; 4. The CONTRACTOR is prevented from proceeding with the Project by reason of a temporary preliminary, special, or permanent restraining order or injunction of a court of competent jurisdiction where the issuance of such order or injunction is primarily caused by the acts or omissions of persons or agencies other than the CONTRACTOR; or 5. The State Government or WSDOT determines that the purposes of the statute authorizing the Project would not be adequately served by the continuation of financial assistance for the Project. 6. In the case of termination for convenience undersubsectionsA.1-5 above, WSDOT shall reimburse the CONTRACTOR for all costs payable under this AGREEMENT that the CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit its claim for reimbursementto WSDOT. If the CONTRACTOR has any property in its possession belonging to WSDOT, the CONTRACTOR will account for the same, 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 any part of the financial assistance provided herein, at any time by written notice to the CONTRACTOR, if the CONTRACTOR materially breaches or fails to perform any of the requirements of this AGREEMENT, including: Yakima Transit 14 of 18 PTD0798 1. Take any action pertaining to this AGREEMENT withoutthe approval of WSDOT, which under the procedures of th is AGR EEMENTwou Id 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 underwhich the CONTRACTOR operates. 3. Failure to perform the Project or any part thereof including, but not limited to: a) Failure to build the Project according to the design specifications and all applicable building code required standards. b) Failure to remedy all material defects in the performance of the Project and correct all faulty workmanship by the CONTRACTOR or its subcontractors in a timely manner. c) Failure to take any necessary and reasonable action which could affect the ability of the Project to perform its designated function or takes any action which could shorten its useful life for Project use or otherwise; or d) Failureto make reasonable and appropriate use of the Project's real property, facilities, equipment, and/or infrastructure. 4. Fails to make reasonable progress on the Project or other violation of this AGREEMENT that endangers substantial performance of the Project; or 5. Fails to perform in the manner called for in this AGREEMENT, or fails, to comply with or, is in material violation of,any provision ofthisAGREEMENT. WSDOT shall serve a notice of termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in default hereunder. If it is later determined by WSDOT that the CONTRACTOR had an excusable reason for not performing,such as events which are notthe fau ltof or are beyond the control of the CONTRACTOR, such as a strike, fire or flood,WSDOT may: a) allow the CONTRACTOR to continue work after setting up a new delivery of performance schedule, or b) treat the termination as a termination for convenience. C. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow the CONTRACTOR ten (10) business days, or such longer period as determined by WSDOT, in which to cure the defect. In such cases, 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 WSDOTs 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 any further obligation to CONTRACTOR. Any such termination fordefaultshall not in any way operate to preclude WSDOT from also pursuing all available remedies againstCONTRACTOR and its sureties for said breach or default. D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of any covenant,term, or condition of this AGREEMENT, such waiver by WSDOT shall not limit WSDOTs remedies for any succeeding breach of that or of any other term, covenant, or condition of this AGREEMENT. Yakima Transit 15 of 18 PTD0798 Section 37 Venue and Process In the event either PARTY deems it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, the PARTIES hereto agree that any such action shall be initiated in the Su perior Cou rt of the State of Washington situad in Thurston County. The PARTIES agree that the laws of the State of Washington shall apply. Section 38 Changed Conditions Affecting Performance The CONTRACTOR hereby agrees to immediately notify WSDOT in writing of any change in conditions or law, or of any other event, including any current or prospective dispute, which may adversely affect WSDOTs interest in the Project or affect the CONTRACTOR's ability to perform the Project in accordance with the provisions of this AGREEMENT. Section 39 Subrogation A. Subrogation. WSDOT may require the CONTRACTOR to assign to WSDOT all rights of recovery against any person or organization for loss, to the extent of WSDOT's loss. Upon assignment, the CONTRACTOR shall execute, deliver, and do whatever else reasonably necessary to secure WSDOT's rights. The CONTRACTOR shall do nothing after any loss to intentionally prejudice the rights of WSDOT. B. 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 due to damage of Project Equipment. The CONTRACTOR shall attend hearings and trials as requested by WSDOT, assist in securing and giving evidence as requested by WSDOT, and obtain the attendance of witnesses as requested by WSDOT. Section 40 Severability If any covenantor provision of this AGREEMENT shall be adjudged void,such adjudication shall notaffectthe validity or obligation of performance of any other covenantor provision, or any part thereof, which in itself is valid if such remainder conforms to the terms and requirements of applicable law and the intent of this AGREEMENT. No controversy concerning any covenantor provision shall delay the performance of any other covenant or provision except as herein allowed. Section 41 Counterparts This AGREEMENT may be simultaneously executed in several counterparts,each of which shall be deemed to be an original having identical legal effect. Yakima Transit 16 of 18 PTD0798 Section 42 Complete Agreement This document contains all covenants, stipulations, and provisions agreed upon by the PARTIES. No agent or representative of WSDOT or the CONTRACTOR has authority to make, and neither WSDOT nor the CONTRACTOR shall be bound by or be liable for, any statement, representation, promise or agreement not set forth herein or made by written amendment hereto. Section 43 Order of Precedence Any conflict or inconsistency in this AGREEMENT and its attachments will be resolved by giving documents precedence in the following order: 1. State Law 2. This AGREEMENT 3. The WSDOT Public Transportation State Grant Programs Guidebook Section 44 Agreement Close Out The CONTRACTOR shall notify WSDOT if the AGREEMENT is completed prior to the end date set forth in the caption header, "Term of Agreement" by written notification and in its capital Quarterly Progress Report, as referenced in the Guidebook, and any amendments thereto, for the quarter in which the project is completed. WSDOT will prepare an amendment to modify the AGREEMENT to reflect the actual amount spent and the Project completion date. WSDOT will send a closeout letter to the CONTRACTOR. Section 45 Execution This AGREEMENT is executed by the Director, Public Transportation Division, State of Washington, Department of Transportation, or the Director's designee, not as an individual 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. Section 46 Binding Agreement The undersigned acknowledge thatthey are authorized to execute this AGREEMENT and bind their respective agency(ies)and/or entity(ies)to the obligations set forth herein. Yakima Transit 17 of 18 PTD0798 IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day and year signed last below. WASHINGTON STATE CONTRACTOR DEPARTMENT OF TRANSPORTATION Authored Representative Authorized in ntative Public Transportation Division,WSDOT -►rim C-n rineA-0,01f.C Title ^LZA- j Print Name 7/29/2024 Date Date CITY CONTRACT NO' l RESOLUTION NO. Yakima Transit 18 of 18 PTD0798 r,,...,,,,,,,,,,,,,. :-•' JI \ip..... ,, BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 9.A. For Meeting of: July 16, 2024 ITEM TITLE: Resolution authorizing an Agreement with Washington State Department of Transportation to provide funding for improvements on the Downtown Transit Center SUBMITTED BY: Scott Schafer, Public Works Director * Alvie Maxey, Transit Manager SUMMARY EXPLANATION: The Washington State Department of Transportation (WSDOT)through Connecting Washington Tier Grant program has awarded the City of Yakima (City) grant funding in the amount of$191,000 to be used towards the Downtown Transit Center and new bus shelters. This funding does not require a match of funds from the City of Yakima. In order to receive this funding, it is necessary for the City and WSDOT to enter into Grant Agreement PTD0798 which has been attached for City Council review. ITEM BUDGETED: Yes STRATEGIC PRIORITY: Investment In Infrastructure RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Resolution_WSDOT_Grant_Transit_Center PTD0798 Construction Grant Agreement.pdf 187