HomeMy WebLinkAbout07/19/2016 06H Yakima-Ellensburg Commuter Service Agreement with TDM dba A&A Motorcoach xs .1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDASTATEMENT
Item No. 6.H.
For Meeting of: July 19, 2016
ITEM TITLE: Resolution authorizing a contract with TDM, Inc. dbaA &A
Motorcoach, for the Yakima - Ellensburg Commuter Service
SUBMITTED BY: Scott Schafer, Public Works Director
Alvie Maxey, Transit Manager, 576 -6415
SUMMARY EXPLANATION:
The Yakima - Ellensburg Commuter (YEC) service started in November 2011 and has been
supported by Yakima Transit, Washington State Department of Transportation (WSDOT), Central
Washington University, and the City of Selah as an effort for many students and teachers to travel
to either Yakima Community College or Central Washington University.
Yakima Transit operates the YEC under a grant agreement through WSDOT. Matching funds are
provided by Yakima Transit sales tax, City of Selah (Selah Transit), and Central Washington
University. Washington State law prohibits Yakima Transit from actually operating the service; as a
result, the service has to be contracted out to a provider who is authorized by the Washington
State Utilities and Transportation Commission to operate in the Yakima - Ellensburg corridor.
TDM, Inc. dba A &A Motorcoach is in the process of receiving the additional permitting
requirements to provide the service in the corridor and scheduled to be ready to provide the
service by the September 1, 2016, contract start date. The agreements to fund the service have
previously been signed and the grant runs through June 30, 2017. The optional extensions are
based on the WSDOT two -year grant- funding cycles. The service agreement is set at $92.50 per
revenue vehicle hour, which is estimated at $444,000 per year. The Service Contract between the
City and TDM, Inc. dba A & A Motorcoach has been enclosed for City Council review.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Partnership Development
APPROVED FOR SUBMITTAL: Interim City Manager
STAFF RECOMMENDATION:
Adopt resolution
BOARD/COMMITTEE RECOMMENDATION:
ATTACHMENTS:
Description Upload Date Type
D resdution 7/12/2016 Cover Memo
D Contract with TOM, Inc. DBA A&A Motorcoach 6/30/2016 Contract
D Recommendation Memo 6/30/2016 Backup Material
RESOLUTION NO. R -2016-
A RESOLUTION authorizing the City Manager to enter into a contract with TDM, Inc. dba A
& A Motorcoach Inc. for the Yakima - Ellensburg Commuter Service.
WHEREAS, the City of Yakima receives grant funding from the Washington State
Department of Transportation (WSDOT) and partnership funds from the City of Selah and
Central Washington University for the Yakima - Ellensburg Commuter service; and,
WHEREAS, the City of Yakima is prohibited under Washington State law from operating
the service; and,
WHEREAS, the only way to provide the funded service is to contract with an authorized
service provider, which in this case is TDM, Inc. dba A & A Motorcoach Inc.; and,
WHEREAS, it is necessary for the City of Yakima and TDM, Inc. dba A & A Motorcoach
Inc. to enter into an agreement setting forth the terms, conditions, and requirements for
operating the service, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to enter into an agreement with TDM, Inc. dba A
& A Motorcoach Inc. to provide commuter bus service between Yakima and Ellensburg.
ADOPTED BY THE CITY COUNCIL this 19 day of July, 2016.
Avina Gutierrez, Mayor
ATTEST:
Sonya Claar Tee, City Clerk
For City of Yakima Use Only:
Project No.
BID No.
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 TDM, Inc. DBA A &A
Motorcoach authorized by the Washington State Utilities and Transportation Commission under an approved UTC
License /Exemption to provide transportation services in the Yakima to Ellensburg Corridor (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, the City applied for funding through the Washington State Department of Transportation's (WSDOT)
Consolidated Grant Program for the needed services.
WHEREAS, the funding was awarded to the City of Yakima in order to comply with Washington State statutes that
the service is required to be provided by a provider other than the City of Yakima. The City of Yakima acts as a grant
recipient overseeing the program and providing funding support for the program.
WHEREAS, the grant award and contract are a mutual benefit to both parties and in the best interest to the City of
Yakima.
WHEREAS, Through the Request for Proposal Process, it has been determined that the Contractor has the
experience and expertise necessary to perform the services.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is
agreed by and between the City and Contractor as follows:
1. Term. This Agreement shall commence on September 1, 2016, when the Washington State Utilities and
Transportation Commission (WUTC) provides certification of forbearance, and shall terminate June 30, 2017. The
city may exercise an option to renew this agreement for up to three additional grant -cycle biennium (July 1, 2017 —
June 30, 2019; July 1, 2019 — June 30, 2021; and, July 1, 2021 — June 30, 2023), unless terminated earlier by either
party in accordance with Section 37 of this Agreement.
Term shall be based on the grant cycle with optional 2 -year extensions, for the next three grant cycles. Extensions
shall be contingent upon funding. Funding for each grant cycle isn't determined until February or March, just before
the next grant cycle starts.
September 1, 2016 —June 30, 2017 (one year, ends the current grant cycle)
July 1, 2017 — June 30, 2019 (two years)
July 1, 2019 — June 30, 2021 (two years)
July 1, 2021 —June 30, 2023 (two years)
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2. Scope of Services. Contractor shall provide the City with commuter bus services between the cities of
Yakima and Ellensburg Monday - Friday with seven round trips during the season and six round trips during the off-
season (see Attachment B - Ellensburg- Yakima Commuter Service Schedule). The drivers are expected to stop at
every bus stop utilizing the time points established in the Bus Book Bus Schedule. The schedule is anticipated to
change each season based on service needs, the ability to meet the time points, funding partner's needs, and other
factors.
The days of operation required under this contract include every day of the weekday. Service shall not be provided
on nationally recognized holidays. Service shall also be reduced when school is not in session at Central Washington
University. Dates and scheduling is established in Attachment B and shall be adjusted throughout the year to match
Central Washington's school schedule.
In order to maintain the reliability of the program, Contractor shall maintain a daily contingency plan in the event
that a driver is sick or not able to drive and have additional vehicles with the appropriate capacity available in case of
breakdowns, repairs, or needed maintenance.
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 $92.50 per vehicle revenue hour for
services provided. In no event shall the City pay for services that exceed hours scheduled in Attachment B.
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 month. 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 Section 37B shall apply.
The City shall make payment to Contractor within twenty (20) calendar days upon receipt of each
invoice /billing. In the event the City believes that the services provided by Contractor do not conform to its
obligations under this Contract, the City may provide Notice of Default pursuant to Section 37B herein.
C. Payment in the Event of Termination. In the event that either party terminates this Agreement
pursuant to Section 37, Contractor shall be compensated for services provided under this Agreement up to
the effective termination date and time.
4. Price Increases. If requested by the Contractor in writing, no later than February 28t prior to the end of
each biennium, the City will consider increasing the Contractor's trip rates per the Seattle- Tacoma - Bremerton
Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI -W) 12 -month year over year period ending
June 30 of the year of the request. The City, in its sole discretion, will decide whether to approve or deny the rate
increase request or any part thereof. Price increases for any other justifiable reason will be considered on a case -by-
case basis. Price increase requests will not be considered or granted until any outstanding reports have been
submitted to the City. If approved, a rate increase shall take effect at the start of the next biennium.
5. Passenger Payments.
A. Fares. Fares shall be charged to each individual using the service. The fare to be charged shall be
$5.00 for each one -way trip ($10.00 round trip). Children under age 6 ride free with a fare - paying adult.
No fare changes will be made unless expressly agreed to, in writing, by the City and Contractor. No
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passengers shall be entitled to a free trip without prior approval from the City of Yakima based on
circumstances that warrants a courtesy trip.
B. Monthly Passes. Passengers may purchase a monthly pass, which shall act as payment for services
provided from other established vendors. No monthly passes shall be sold on the buses or by the drivers or
Contractor.
C. Service in Yakima. Passengers may use the commuter service within the Yakima Area (between the
Firing Center P &R and the Yakima Airport) at a reduced fare when not headed to Ellensburg. The cost for
that fare is $1.00 for commuter services provided between the Yakima Airport and the Firing Center P &R.
D. Fares. Drivers shall collect fares using Yakima Transit fare boxes.
6. Revenue Service Vehicles.
A. The Contractor shall provide ADA accessible vehicles appropriate for the service being provided that
can operate adequately in the terrain and during extreme weather conditions consistent with the Yakima
Valley and meet the passenger demands up to 50 passengers during the peak schedule and up to 15
passengers during the off -peak schedule (See Attachment B).
B. All vehicle in operation must be able to accept installation of cameras along with GIS /GPS and Wi -Fi
equipment to allow for the vehicle to be tracked on the City of Yakima's GIS website. Contractor shall allow
reasonable access to install, repair, or replace this type of equipment and collect related data.
C. Contractor shall maintain, secure, and utilize Yakima Transit's fare collection equipment in their
vehicles. This includes not only fare boxes, but also passenger counter devices that might be installed.
7. Marketing. The City of Yakima shall be responsible for marketing the service. Contractor shall provide
reasonable responses to the public.
8. Reporting Requirements. The monthly 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. All necessary reporting must be submitted to Yakima
Transit with any invoice or request for payment. Any deviation from this requirement must be specifically approved
in writing by Yakima Transit's Manager in advance. Invoices will not be paid until this information has not been
submitted to the City of Yakima. The information submitted needs to fully and accurately represent the service.
Reporting shall consist of every boarding and deboarding at each stop. As an express commuter service, no stops
are authorized other than the ones listed in the schedule Attachment B - 1.
9. 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 their
President 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.
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10. 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.
11. 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.
12. 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 -21 dated October 1, 2014) 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 (GCB 2078) between Yakima Transit and WSDOT. The Contractor's
failure to so comply shall constitute a material breach of this Agreement.
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.
Contractors Liability Insurance: The contractor shall obtain and maintain in full force and effect during the term of
the contract, commercial general liability coverage with insurance carriers admitted to do business in the State of
Washington. The insurance companies must carry a Best's Rating of A- VII or better. At all times during the life of
this contract, Contractor agrees to maintain, on a primary and non - contributory basis and at its sole expense, the
insurance coverages, limits, and endorsements noted below. All such insurance shall not be subject to any
deductible or self- insured retention (SIR). There shall be no cancellation, material change, reduction in limits or
intent not to renew the insurance coverage(s) without 30 days written notice from the contractor or its insurer(s) to
the City Yakima. The requirements contained herein, as well as the City of Yakima's review or acceptance of
insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or
obligations assumed by Contractor under this contract. The policies will be written on an occurrence basis, subject
to the following minimum limits of liability:
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Commercial General Liability: Combined Single Limit: $1,000,000 Per Occurrence
$2,000,000 Annual Aggregate
Commercial Auto Liability: Combined Single Limit: $1,000,000 Per Occurrence
Umbrella: $12,000,000
The City of Yakima, its agents, employees, authorized volunteers, elected and appointed officials are included as
Primary /Non- Contributory additional insureds.
If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and
Endorsements and City of Yakima shall be named as an additional insured for such higher limits.
The Contractors' insurance coverage shall be primary insurance as respects those who are Additional Insureds under
this agreement. Any private insurance, self- insurance, or insurance pool coverage maintained by the City shall be in
excess of the Contractor's insurance and shall not contribute to it.
The contractor will provide a Certificate of Insurance to the City as evidence of coverage. A copy of the additional
insured endorsement attached to the policy will be included with the certificate. This Certificate of insurance shall
be provided to the Purchasing Manager, prior to commencement of this work.
If at any time during the life of the contract or any extension, the contractor fails to maintain the required insurance
in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the
required insurance will be considered an inability to perform the work and will be sufficient cause for the City to
terminate the contract.
The contractor shall also maintain workers compensation through the State of Washington.
Contractor's Waiver of Employer's Immunity under Title 51 RCW. Contractor intends that its indemnification,
defense, and hold harmless obligations set forth above shall operate with full effect regardless of any provision to
the contrary in Title 51 RCW, Washington's Industrial Insurance Act. Accordingly, to the extent necessary to fully
satisfy the Contractor's indemnification, defense, and hold harmless obligations set forth above. Contractor
specifically waives any immunity granted under Title 51 RCW, and specifically assumes all potential liability for
actions brought by employees of the Contractor against the City and its officers, employees, agents, and volunteers.
The parties have mutually negotiated this waiver. Contractor shall similarly require that its subcontractors, and
anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable
in connection with its performance of this Agreement to comply with the terms of this paragraph, waive any
immunity granted under Title 51 RCW, and assume all potential liability for actions brought their respective
employees. The provisions of this section shall survive the expiration or termination of this Agreement.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the
event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting
from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the
Contractor's liability hereunder shall be only to the extent of the Contractor's negligence.
15. 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.
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16. 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.
17. Contract Documents.
The minimum services that the Contractor will provide include services described in Section V. of the RFP, which is
incorporated herein by this reference. The services are included within the base fee.
A. The rights granted under this Agreement, which includes Attachments A -C, include the terms,
conditions, covenants and representations contained in the following documents, all of which are
incorporated herein by reference as though fully set forth:
a. All Federal terms and conditions;
b. The RFP, together with all exhibits, addenda and amendments thereto;
c. Contractor's Proposal and all accompanying exhibits submitted therewith by Contractor's
response to the RFP; and
d. This Agreement and the documents referenced in this Paragraph shall be construed consistently
with each other in order to best effectuate the intent of the Owner and Contractor as set forth
in this Agreement.
In case of conflict or ambiguity, the documents shall have the following priority for the purpose of interpreting the
terms, covenants, conditions, or duties therein: Federal Terms and Conditions, this Agreement, the Proposal
accepted by the Owner, and the RFP. The parties acknowledge that there are no other representations,
agreements, or conditions not specifically referred to or set forth in the foregoing documents which are a part of
this Agreement. These Contract Documents are on file in the Office of the Purchasing Manager, 129 N. 2nd St.,
Yakima, Washington, 98901.
18. General Compliance Assurance.
The CONTRACTOR agrees to give reasonable guarantees that it and its subcontractors, lessees, and any third -party
contractors under this AGREEMENT, will comply with all requirements imposed by, or pursuant to, 49 U.S.C. Ch. 53
and other applicable Federal regulations. The CONTRACTOR agrees to comply with the provisions of 49 CFR Part 18
or 49 CFR Part 19 or FAR, 48 CFR Chapter 1, subpart 31 whichever is applicable, and cost principles as defined in
OMB circulars 2 CFR Part 200, A -87 and A -122. The CONTRACTOR agrees to comply with all instructions as
prescribed in WSDOT's Guide to Managing Your Public Transportation Grant, and any amendments thereto. The
CONTRACTOR agrees that the United States, any agency thereof, WSDOT and any of WSDOT's representatives, have
not only the right to monitor the compliance of the CONTRACTOR with the provisions of this Assurance, but also
have the right to seek judicial enforcement with regard to any matter arising under Federal transit laws and
regulations, and this Assurance.
19. Procurement
The CONTRACTOR shall make purchases of any incidental goods or supplies essential to this AGREEMENT through
procurement procedures approved in advance by CITY OF YAKIMA and consistent with the following provisions:
A. General Procurement Requirements. The CONTRACTOR shall comply with third -party procurement
requirements of 49 U.S.C. Ch. 53 and other applicable Federal laws in effect now or as subsequently
enacted; with the United States Department of Transportation (U.S. DOT) third -party procurement
regulations of 49 CFR § 18.36 or 49 CFR § 19.40 through 19.48 and other applicable Federal regulations
pertaining to third -party procurements and subsequent amendments thereto. The CONTRACTOR shall also
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comply with the provisions of FTA Circular 4220.1F, "Third Party Contracting Guidance," November 1, 2008,
and any later revision thereto, except to the extent FTA determines otherwise in writing, which by this
reference are incorporated herein; and any reference therein to "Grantee" shall mean CONTRACTOR.
B. Full and Open Competition. In accordance with 49 USC § 5325(a), the CONTRACTOR agrees to
conduct all procurement transactions in a manner that provides full and open competition as determined by
FTA.
C. Preference for United States Products and Services. To the extent applicable, the CONTRACTOR
agrees to comply with the following U.S. preference requirements:
a. Buy America. The CONTRACTOR agrees to comply with 49 USC § 5323(j), with FTA regulations, "Buy
America Requirements," 49 CFR Part 661, and any later amendments thereto.
b. Cargo Preference —Use of United States -Flag Vessels. The CONTRACTOR agrees to comply with 46
USC § 55305 and U.S. Maritime Administration regulations, "Cargo Preference — U.S. -Flag Vessels,"
46 CFR Part 381, to the extent those regulations apply to the Project.
c. Fly America. The CONTRACTOR understands and agrees that the Federal Government will not
participate in the costs of international air transportation of any persons involved in or property
acquired for the Project unless that air transportation is provided by U.S. -flag air careers to the
extent service by U.S. -flag air carriers is available, in accordance with the International Air
Transportation Fair Competitive Practices Act of 1974, as amended, 49 USC § 40118, and with U.S.
GSA regulations, "Use of United States Flag Air Carriers," 41 CFR §§ 301 - 10.131 through 301 - 10.143.
D. Preference for Recycled Products. To the extent applicable, The CONTRACTOR agrees to comply
with U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products
Containing Recovered Materials ", 40 CFR Part 247, which implements section 6002 of the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 USC §
6962. Accordingly, the CONTRACTOR agrees to provide a competitive preference for products and services
that conserve natural resources, protect the environment, and are energy efficient, except to the extent
that the Federal Government determines otherwise in writing.
E. Geographic Restrictions. The CONTRACTOR agrees to not use any state or local geographic
preference, except those expressly mandated or encouraged by federal statute or as permitted by FTA.
F. Government Orders. In case any lawful government authority shall make any order with respect to
the Project or Project Equipment, or any part thereof, or the PARTIES hereto or either PARTY, the
CONTRACTOR shall cooperate with CITY OF YAKIMA in carrying out such order and will arrange its operation
and business so as to enable CITY OF YAKIMA to comply with the terms of the order.
20. Charter Service Operations
The CONTRACTOR agrees that neither it nor any public transportation operator performing work in
connection with a Project financed under 49 USC chapter 53 or under 23 USC §§ 133 or 142, will engage in
charter service operations without first notifying its WSDOT project manager in writing of its intent, and
learning the reporting requirements, exceptions, exemptions, and potential violations related to the
specific funding source(s) of the subject AGREEMENT. Subsequent to coordination with WSDOT,
CONTRACTOR agrees that it shall not engage in charter service operations, except as authorized by 49
USC § 5323(d) and FTA regulations, "Charter Service," 49 CFR Part 604, and any Charter Service
regulations or FTA directives that may be issued, except to the extent that FTA determines otherwise in
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writing. The Charter Service Agreement the CONTRACTOR has selected in its latest annual
Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or
Cooperative Agreement for the Project. If the CONTRACTOR has failed to select the Charter Service
Agreement in its latest annual Certifications and Assurances to FTA and does conduct charter service
operations prohibited by FTA's Charter Service regulations, the CONTRACTOR understands and agrees that:
(1) the requirements of FTA's Charter Service regulations and any amendments thereto will apply to any
charter service it or its subrecipients, lessees, third -party contractors, or other participants in the
Project provide; (2) the definitions of FTA's Charter Service regulations will apply to the CONTRACTOR's
charter operations, and (3) a pattern of violations of FTA's Charter Service regulations may require
corrective measures and imposition of remedies, including barring the CONTRACTOR, subrecipient,
lessee, third -party contractor, or other participant in the Project operating public transportation under the
Project from receiving Federal financial assistance from FTA, or withholding an amount of Federal
assistance as set forth in Appendix D to FTA's Charter Service regulations.
21. School Bus Operations
The CONTRACTOR agrees that neither it nor any public transportation operator performing work in
connection with a Project financed under 49 USC chapter 53 or under 23 USC §§ 133 or 142, will engage in
school transportation operations for the transportation of students or school personnel exclusively in
competition with private school transportation operators, except as authorized by 49 USC §§ 5323(f) or
(g), as applicable, and FTA regulations, "School Bus Operations," 49 CFR Part 605 to the extent consistent
with 49 USC §§ 5323(f) or (g), in accordance with any School Transportation Operations regulations or
FTA directives that may be issued at a later date, except to the extent that FTA determines otherwise in
writing. The School Transportation Operations Agreement the CONTRACTOR has selected in its latest annual
Certifications and Assurances is incorporated by reference and made part of the Grant Agreement or
Cooperative Agreement for the Project. If the CONTRACTOR has failed to select the School
Transportation Operations Agreement in its latest annual Certifications and Assurances to FTA and does
conduct school transportation operations prohibited by FTA's School Bus Operations regulations, 49 CFR
Part 605, to the extent those regulations are consistent with 49 USC §§ 5323(f) or (g), the CONTRACTOR
understands and agrees that: (1) the requirements of FTA's School Bus Operations regulations, 49 CFR Part
605, to the extent consistent with 49 USC §§ 5323(f) or (g), will apply to any school transportation
service it or its subrecipients, lessees, third -party contractors, or other participants in the project provide,
(2) the definitions of FTA's School Bus Operations regulations will apply to the CONTRACTOR's school
transportation operations, and (3) if there is a violation of FTA's School Bus Operations regulations to the
extent consistent with 49 USC §§ 5323(f) or (g), FTA will bar the CONTRACTOR, subrecipient, lessee, third -
party contractor, or other Project participant operating public transportation that has violated FTA's
School Bus Operations regulations, 49 CFR Part 605, to the extent consistent with 49 USC §§ 5323(f) or (g),
from receiving Federal transit assistance in an amount FTA considers appropriate and FTA may require
remedial measures as FTA considers appropriate, in addition to barring a subrecipient from receiving
further transit funds.
22. Incorporation of Federal Terms
A. Purchasing. This AGREEMENT's provisions include, in part, certain Standard Terms and Conditions
required by FTA, whether or not expressly set forth herein. All contractual provisions required by FTA, as set
forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other
provisions contained in this AGREEMENT. The CONTRACTOR shall not perform any act, fail to perform any
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act, or refuse to comply with any CITY OF YAKIMA request, which would cause CITY OF YAKIMA to be in
violation of any FTA term or condition.
B. Federal Changes. The CONTRACTOR shall at all times comply with all applicable FTA regulations,
policies, procedures and directives, whether or not they are referenced in this AGREEMENT and include any
amendments promulgated by the FTA, during the term of this AGREEMENT. The CONTRACTOR's failure to
so comply shall constitute a material breach of this AGREEMENT.
23. No Obligation by the Federal Government
A. CITY OF YAKIMA and the CONTRACTOR acknowledge and agree that regardless of any concurrence
or approval by the Federal Government of the solicitation or award of this AGREEMENT, the Federal
Government is not a party to this AGREEMENT unless it provides its express written consent. The Federal
Government shall not be subject to any obligations or liabilities to the CONTRACTOR, subcontractor, lessee,
or any other participant at any tier of the project (whether or not a PARTY to this AGREEMENT) pertaining to
any matter resulting from this AGREEMENT.
B. No contract between the CONTRACTOR and its subcontractors, lessees, or any other participant at
any tier of the project shall create any obligation or liability of CITY OF YAKIMA with regard to this
AGREEMENT without CITY OF YAKIMA's specific written consent, notwithstanding its concurrence in, or
approval of, the award of any contract or subcontract or the solicitations thereof. The CONTRACTOR hereby
agrees to include this provision in all contracts it enters into for the employment of any individuals,
procurement of any materials, or the performance of any work to be accomplished under this AGREEMENT.
24. Personal Liability of Public Officers
No officer or employee of CITY OF YAKIMA shall be personally liable for any acts or failure to act in
connection with this AGREEMENT, it being understood that in such matters they are acting solely as agents
of CITY OF YAKIMA.
25. Ethics
A. Code of Ethics. The 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, subagreements, leases, third -party contracts, or other arrangements
supported by federal assistance. The code or standards shall provide that the CONTRACTOR's officers,
employees, board members, or agents may neither solicit nor accept gratuities, favors, or anything of
monetary value from any present or potential subcontractor, lessee, sub - recipient, or participant at any tier
of the Project, or agent thereof. The CONTRACTOR may set de Minimis 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, lessees, sub - recipients, other participants, or their agents.
The CONTRACTOR must fully comply with all the requirements and obligations of chapter 42.52 RCW that
govern ethics in state and local governments.
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a. Personal Conflict of Interest. The CONTRACTOR's code or standards shall prohibit the
CONTRACTOR's employees, officers, board members, or agents from participating in the selection,
award, or administration of a contract supported by Federal 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;
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. The 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, subagreement, lease, or other arrangement at any tier may, without
some restrictions on future activities, result in an unfair competitive advantage to the subrecipient,
lessee, third -party contractor, or other participant ant any tier of the Project or impair its objectivity
in performing the work under this AGREEMENT.
B. Debarment and Suspension. The CONTRACTOR agrees to comply, and assures the compliance of
each sub - recipient, lessee, third -party contractor, or other participant at any tier of the project, with the
requirements of Executive Orders Numbers 12549 and 12689, "Debarment and Suspension, "31 USC § 6101
note, and U.S. DOT regulations, "Non- procurement Suspension and Debarment" 2 CFR Part 1200, which
adopts and supplements the provisions of U.S. Office of Management and Budget (U.S. OMB) "Guidelines to
Agencies on Government -wide Debarment and Suspension (Non - procurement)," 2 CFR Part 180. The
CONTRACTOR agrees to, and assures that its subrecipients, lessees, third -party contractors, and other
participants at any tier of the Project will, search the System for Award Management at
httpsalwww. before entering into any third subagreement, lease, third -party contract, or other
arrangement in connection with the Project, and will include a similar term or condition in each of its lower -
tier covered transactions. CONTRACTOR understands that a suspension, debarment, or other similar action
against a third party by CONTRACTOR is considered an adverse action that can result in a change in
Project performance and agrees to provide immediate written notice to CITY OF YAKIMA if the
CONTRACTOR suspends, debars, or takes similar action against a third party.
C. Bonus or Commission. The CONTRACTOR affirms that it has not paid, and agrees not to pay, any
bonus or commission to obtain approval of its application for federal financial assistance for this Project.
D. Relationships with Employees and Officers of CITY OF YAKIMA. The CONTRACTOR shall not extend
any loan, gratuity or gift of money in any form whatsoever to any employee or officer of CITY OF YAKIMA,
nor shall the CONTRACTOR rent or purchase any equipment and materials from any employee or officer of
CITY OF YAKIMA.
E. Employment of Former WSDOT Employees. The CONTRACTOR hereby warrants that it shall not
engage on a full -time, part -time, or other basis during the period of this AGREEMENT, 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 written consent of WSDOT.
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F. Restrictions on Lobbying. The CONTRACTOR agrees to:
a. Comply with 31 USC § 1352(a) and will not use Federal assistance to pay the costs of influencing any
officer or employee of a Federal agency, Member of Congress, officer of Congress or employee of a
member of Congress, in connection with making or extending the Grant AGREEMENT or Cooperative
Agreement; and
b. Comply, and assure compliance by each subcontractor at any tier, each lessee at any tier and each
sub - recipient at any tier, with applicable requirements of U.S. DOT regulations, "New Restriction on
Lobbying," 49 CFR Part 20, modified as necessary by 31 USC § 1352; and
c. Comply with federal statutory provisions to the extent applicable prohibiting the use of Federal
assistance Funds for activities designed to influence Congress or a state legislature on legislation or
appropriations, except through proper, official channels.
G. Employee Political Activity. To the extent applicable, the CONTRACTOR agrees to comply with the
provisions of the Hatch Act, 5 USC §§ 1501 through 1508, and §§ 7324 through 7326, and Office of
Personnel Management regulations, "Political Activity of State or Local Officers or Employees," 5 CFR Part
151. The Hatch Act limits the political activities of state and local agencies and their officers and employees,
whose principal employment activities are financed in whole or in part with Federal Funds including a loan,
grant, or cooperative agreement. Nevertheless, in accordance with 49 USC § 5307 (k)(2)(B) and 23 USC §
142(g), the Hatch Act does not apply to a non - supervisory employee of a public transportation system (or of
any other agency or entity performing related functions) receiving assistance pursuant to MAP -21 or
SAFETEA -LU provisions and /or receiving FTA assistance to whom the Hatch Act does not otherwise apply.
H. False or Fraudulent Statements or Claims. The CONTRACTOR acknowledges and agrees that:
a. Civil Fraud. The Program Fraud Civil Remedies Act of 1986, as amended, 31 USC §§ 3801 et seq., and
U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its activities in
connection with the Project. Accordingly, by executing this AGREEMENT, the CONTRACTOR certifies
or affirms the truthfulness and accuracy of each statement it has made, it makes, or it may make in
connection with the Project covered by this AGREEMENT. In addition to other penalties that may
apply, the CONTRACTOR also acknowledges that if it makes a false, fictitious, or fraudulent claim,
statement, submission, or certification to the Federal Government, the Federal Government
reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as
amended, on the CONTRACTOR to the extent the Federal Government deems appropriate.
b. Criminal Fraud. If the CONTRACTOR makes a false, fictitious, or fraudulent claim, statement,
submission, certification, assurance, or representation to the Federal Government or includes a
false, fictitious, or fraudulent statement or representation in any agreement in connection with this
Project authorized under 49 USC Chapter 53 or any other federal law, the Federal Government
reserves the right to impose on the CONTRACTOR the penalties of 49 USC §5323(1), 18 USC § 1001
or other applicable Federal law to the extent the Federal Government deems appropriate.
c. CONTRACTOR understands that a false claim is considered an adverse action that can result in a
change in Project performance
I. Trafficking in Persons. To the extent applicable, the CONTRACTOR agrees to comply with, and
assures the compliance of each subrecipient with, the requirements of the subsection 106(g) of the
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Trafficking Victims Protection Act of 2000 (TVPA), as amended, 22 USC § 7104(g), and the provisions of this
Subsection 3.g of FTA Master Agreement (21) dated October 1, 2014, which by this reference is incorporated
herein as if fully set out in this AGREEMENT, and any amendments thereto, which is accessible at
http: / /www.fta.dot.gov /documents /21- Master.pdf consistent with U.S. OMB guidance, 'Trafficking in
Persons: Grants and Cooperative Agreements," 2 CFR Part 175.
26. Compliance with Laws and Regulations
The CONTRACTOR agrees to abide by all applicable state and federal laws and regulations including but not limited
to, those concerning employment, equal opportunity employment, nondiscrimination assurances, Project record
keeping necessary to evidence compliance, with such federal and state laws and regulations, and retention of all
such records. The CONTRACTOR will adhere to all of the nondiscrimination provisions in chapter 49.60 RCW.
27. Civil Rights
The CONTRACTOR shall comply with all applicable civil rights laws, regulations and directives, except to the extent
that the Federal Government determines otherwise in writing. These include, but are not limited to, the following:
A. Nondiscrimination in Federal Transit Programs. The CONTRACTOR agrees to comply, and assures
compliance by each third -party contractor, lessee or other participant at any tier, with the provisions of 49
USC § 5332, which prohibits discrimination on the basis of race, color, creed, national origin, sex, disability,
sexual orientation, gender identity, status as a parent , or age, and prohibits discrimination in employment
or business opportunity;
B. Nondiscrimination -Title VI of the Civil Rights Act. The CONTRACTOR agrees to comply, and assure
compliance by each third -party contractor at any tier, with all provisions prohibiting discrimination on the
basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 USC §§ 2000d
et seq.; and U.S. DOT regulations, "Nondiscrimination in Federally- Assisted Programs of the Department of
Transportation -- Effectuation of Title VI of the Civil Rights Act ", 49 CFR Part 21. Except to the extent FTA
determines otherwise in writing, the CONTRACTOR also agrees to follow all applicable provisions of the most
recent edition of FTA Circular 4702.1, "Title VI Requirements and Guidelines for Federal Transit
Administration Recipients," to the extent consistent with applicable Federal laws, regulations , and
guidance; and U.S. DOJ, "Guidelines for the enforcement of Title VI, Civil Rights Act of 1964," 28 CFR § 50.3,
and any other applicable Federal guidance that may be issued;
C. Equal Employment Opportunity. The CONTRACTOR agrees to comply, and assures compliance by
each third -party contractor, lessee or other participant at any tier of the Project, with all equal employment
opportunity (EEO) provisions of 49 USC §5332, with requirements of Title VII of the Civil Rights Act of 1964,
as amended, 42 USC § 2000e et seq., and Executive Order 11246 and Executive Order 13672, and any
implementing Federal regulations and any subsequent amendments thereto. Except to the extent FTA
determines otherwise in writing, the CONTRACTOR also agrees to comply with any applicable Federal EEO
directives that may be issued. Accordingly:
a. The CONTRACTOR agrees that it will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, disability, age, national origin, or any other group
protected under federal or state laws. The CONTRACTOR agrees to take affirmative action to ensure
that applicants are employed and that employees are treated during employment, without regard to
their race, color, creed, sex, disability, sexual orientation, gender identity, status as a parent, age, or
national origin. Such action shall include, but not be limited to, employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other
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forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR shall
also comply with any implementing requirements FTA may issue.
b. If the CONTRACTOR is required to submit and obtain Federal Government approval of its EEO
program, that EEO program approved by the Federal Government is incorporated by reference and
made part of this AGREEMENT. Failure by the CONTRACTOR to carry out the terms of that EEO
program shall be treated as a violation of this AGREEMENT. Upon notification to the CONTRACTOR
of its failure to carry out the approved EEO program, the Federal Government may impose such
remedies, as it considers appropriate, including termination of federal financial assistance, or other
measures that may affect the CONTRACTOR's eligibility to obtain future federal financial assistance
for transportation projects.
D. Nondiscrimination on the Basis of Sex. The CONTRACTOR agrees to comply with all applicable
requirements of Title IX of the Education Amendments of 1972, as amended, 20 USC §§ 1681 et seq. and
with any implementing Federal regulations that prohibit discrimination on the basis of sex that may be
applicable.
E. Nondiscrimination on the basis of Age. The CONTRACTOR agrees to comply with applicable
requirements of:
a. The Age Discrimination Act of 1975, as amended, 42 USC §§ 6101 et seq., and with implementing
U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs
and Activities Receiving Federal Financial Assistance ", 45 CFR Part 90, which prohibits discrimination
on the basis of age.
b. The Age Discrimination in Employment Act (ADEA) 29 USC §§ 621 through 634 and with
implementing U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age
Discrimination in Employment Act" 29 CFR Part 1625.
F. Disabilities - Employment. In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 USC § 12112, the CONTRACTOR agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the
Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with disabilities. In
addition, the CONTRACTOR agrees to comply with any implementing requirements FTA may issue.
G. Disabilities- Access. The CONTRACTOR agrees to comply with all applicable requirements of section
504 of the Rehabilitation Act of 1973, as amended, 29 USC § 794, which prohibit discrimination on the basis
of handicap; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC §§ 12101 et seq.,
which requires the provision of accessible facilities and services to be made available to persons with
disabilities; and the Architectural Barriers Act of 1968, as amended, 42 USC §§ 4151 et seq, which requires
that buildings and public accommodations be accessible to persons with disabilities and with other laws and
amendments thereto pertaining to access for individuals with disabilities that may be applicable. In addition,
the Recipient agrees to comply with applicable implementing Federal regulations and any later amendments
thereto, and agrees to follow applicable Federal directives except to the extent FTA approves otherwise in
writing. Among those regulations and directives are the following: U.S. DOT regulations, "Transportation
Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; U.S. DOT regulations, "Nondiscrimination on
the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance,"
49 CFR Part 27; Joint U.S. Architectural and Transportation Barriers Compliance Board U.S. DOT regulations;
"Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192
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and 49 CFR Part 38; U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local
Government Services," 28 CFR Part 35; U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by
Public Accommodations and in Commercial Facilities," 28 CFR Part 36; U.S. GSA regulations,
"Accommodations for the Physically Handicapped," 41 CFR Subpart 101 -19; U.S. Equal Employment
Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans
with Disabilities Act," 29 CFR Part 1630; U.S. Federal Communications Commission regulations,
"Telecommunications Relay Services and Related Custom Premises Equipment for the Hearing and Speech
Disabled," 47 CFR Part 64, Subpart F; U.S. Architectural and Transportation Barriers Compliance Board
(ATBCB) regulations, "Electronic and Information Technology Accessibility Standards" 36 CFR Part 1194; FTA
regulations, "Transportation for Elderly and Handicapped Persons," 49 CFR Part 609; and Federal civil rights
and nondiscrimination directives implementing the foregoing regulations, except to the extent the Federal
Government determines otherwise in writing.
H. Drug or Alcohol Abuse. Confidentiality and Other Civil Rights Protections. The CONTRACTOR agrees
to comply with the confidentiality and other civil rights provisions of the Drug Abuse Office and Treatment
Act of 1972, as amended 21 USC §§ 1101 et seq.; with the Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970, as amended; 42 USC §§ 4541 et seq.; and comply
with the Public Health Service Act of 1912, as amended, 42 USC §§ 290dd through 290dd -2, and any
amendments to these laws. The CONTRACTOR understands the requirements of confidentiality concerning
persons covered and /or receiving services and /or treatment regarding alcohol and drug abuse, as defined in
the aforementioned acts as applicable, including any civil and criminal penalties for not complying with the
requirements of confidentiality and that failure to comply with such requirements may result in termination
of this AGREEMENT.
I. Access to Services for Persons with Limited English Proficiency. The CONTRACTOR agrees to comply
with the policies of Executive Order No. 13166, "Improving Access to Services for Persons with Limited
English Proficiency," 42 USC § 2000d -1 note, and with provisions of U.S. DOT Notice "DOT Policy Guidance
Concerning Recipients' Responsibilities to Limited English Proficiency (LEP) Persons," 70 Fed. Reg. 74087,
December 14, 2005.
J. Environmental Justice. The CONTRACTOR agrees to comply with the policies of Executive Order No.
12898, "Federal Actions to Address Environmental Justice in Minority populations and Low - Income
Populations ", 42 USC § 4321 note; and DOT Order 5610.2, "Department of Transportation Actions to
address Environmental Justice in Minority Populations and Low - Income Populations," 62 Fed. Reg. 18377 et
seq., April 15, 1997, and The most recent and applicable edition of FTA Circular 4703.1, "Environmental
Justice Policy Guidance for Federal Transit Administration Recipients," August 15, 2012, except to the extent
that the Federal Government determines otherwise in writing.
K. Other Nondiscrimination Statutes. The CONTRACTOR agrees to comply with all applicable provisions
of other Federal laws, regulations, and directives pertaining to and prohibiting discrimination and other
nondiscrimination statute(s) that may apply to the Project including chapter 49.60 RCW.
28. Participation of Disadvantaged Business Enterprises
To the extent applicable, the CONTRACTOR shall take the following measures to facilitate participation by
disadvantaged business enterprises (DBE) in the Project:
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A. The CONTRACTOR agrees to comply with section 1101(b) of MAP -21, 23 USC §101 note, and U.S.
DOT regulations, "Participation by Disadvantaged Business Enterprises in Department of Transportation
Financial Assistance Programs," 49 CFR Part 26; and Federal transit law, specifically 49 USC § 5332.
B. The CONTRACTOR agrees that it shall not discriminate on the basis of race, color, national origin, or
sex in the award and performance of any third -party contract, or sub - agreement supported with federal
assistance derived from the U.S. DOT or in the administration of its DBE program or the requirements of 49
CFR Part 26. The CONTRACTOR agrees to take all necessary and reasonable steps under 49 CFR Part 26 to
ensure nondiscrimination in the award and administration of all third -party contracts and sub - agreements
supported with federal assistance derived from the U.S. DOT. The CONTRACTOR's DBE program, as required
by 49 CFR Part 26 and approved by the U.S. DOT, is incorporated by reference and made part of this
AGREEMENT. Implementation of the DBE program is a legal obligation, and failure to carry out its terms
shall be treated as violation of this AGREEMENT. Upon notification to the CONTRACTOR of its failure to
implement its approved DBE program, the U.S. DOT may impose sanctions as provided for under 49 CFR Part
26 and may, in appropriate cases, refer the matter for enforcement under 18 USC § 1001, and /or the
Program Fraud Civil Remedies Act, 31 USC §§ 3801 et seq.
29. Energy Conservation and Environmental Requirements
A. Energy Conservation. The CONTRACTOR shall comply with the mandatory standards and policies
relating to energy efficiency standards and policies within the Washington State energy conservation plan
issued in compliance with the Energy Policy and Conservation Act, 42 USC §§ 6321 et seq., and any
amendments thereto.
B. Environmental Protection. The CONTRACTOR agrees to comply with all applicable requirements of
the National Environmental Policy Act of 1969, as amended (NEPA), 42 USC §§ 4321 through 4335; Executive
Order No. 11514, as amended, "Protection and Enhancement of Environmental Quality," 42 USC § 4321
note; FTA statutory requirements at 49 USC § 5324(b); U.S. Council on Environmental Quality regulations
imposing requirements for compliance with the National Environmental Policy Act of 1969, as amended, 40
CFR Part 1500 through 1508; joint Federal Highway Administration (FHWA) /FTA regulations, "Environmental
Impact and Related Procedures," 23 CFR Part 771 and 49 CFR Part 622, and subsequent Federal
environmental protection regulations that may be promulgated. The CONTRACTOR agrees to comply with
23 USC §§ 139 and 326 as applicable, and implement those requirements in accordance with the provisions
of joint FHWA /FTA final guidance, "SAFETEA -LU Environmental Review Process (Public Law 109 -59)," 71 Fed.
Reg. 66576 et seq., November 15, 2006, and any applicable Federal directives that may be issued at a later
date, except to the extent that FTA determines otherwise in writing.
C. Clean Water. The recipient agrees to comply with all applicable Federal laws and regulations and
follow Federal directives implementing the Clean Water Act, as amended, 33 USC §§ 1251 through 1377, 42
USC §§ 300f through 300j -6, and 42 USC § 7606 , including any revisions thereto. In the event that the
Federal Funds identified in the caption space header of this AGREEMENT entitled "Project Cost ", exceed
$100,000, the CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued
pursuant to Section 508 of the Clean Water Act, as amended, 33 USC § 1368, and other applicable
requirements of the Clean Water Act.
D. Clean Air. The recipient agrees to comply with all applicable Federal laws and regulations and follow
Federal directives implementing the Clean Air Act, as amended, 42 USC §§ 7401 through 7671q and 40 CFR
parts 85, 86, 93 and 600, and any revisions thereto. In the event that the federal share, identified in "Project
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Cost" of this AGREEMENT exceeds $100,000, the CONTRACTOR shall comply with all applicable standards,
orders or regulations issued pursuant to Section 306 of the Clean Air Act, as amended, 42 USC § 7606, and
other applicable provisions of the Clean Air Act .
E. Violating Facilities. The CONTRACTOR agrees to:
a. Refrain from using any violating facilities,
b. Report each violation to CITY OF YAKIMA and understands & agrees that CITY OF YAKIMA will, in
turn, report each violation to the FTA and to the appropriate EPA Regional Office.
c. Include these requirements in each subcontract exceeding $100,000 financed in whole or in part
with federal assistance provided by FTA.
30. 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, in accordance with applicable federal regulations and other
requirements that FTA may impose. The CONTRACTOR agrees that all checks, payrolls, invoices, contracts,
vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly
identified, readily accessible, and available to CITY OF YAKIMA and FTA upon request, and, to the extent
feasible, kept separate from documents not pertaining to the Project.
B. Funds Received or Made Available for the Project. The CONTRACTOR agrees to deposit in a financial
institution, all Project payments it receives from the Federal Government and record in the Project Account
all amounts provided by the Federal Government in support of this Grant AGREEMENT or Cooperative
AGREEMENT and all other funds provided for, accruing to, or otherwise received on account of the Project
(Project funds) in accordance with applicable Federal regulations and other requirements FTA may impose.
Use of financial institutions owned at least 50 percent by minority group members is encouraged.
C. Documentation of Project Costs. 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.
D. Checks, Orders, and Vouchers. The CONTRACTOR agrees to refrain from drawing checks, drafts, or
orders for goods or services to be charged against the Project Account until it has received and filed a
properly signed voucher describing in proper detail the purpose for the expenditure.
31. Audits, Inspection, and Retention of Records
A. Submission of Proceedings, Contracts, Agreements, and Other Documents. During the course 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, both paper and electronic, relating to the
Project as CITY OF YAKIMA may require. Reporting and record - keeping requirements are set forth in 49 CFR
Part 18 or 19, whichever is applicable. Project closeout does not alter these recording and record - keeping
requirements. Should an audit, enforcement, or litigation process be commenced, but not completed,
during the aforementioned six -year period then the CONTRACTOR's obligations hereunder shall be extended
until the conclusion of that pending audit, enforcement, or litigation process.
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B. General Audit Requirements. The CONTRACTOR agrees to perform the financial and compliance
audits required by the Single Audit Act Amendments of 1996, 31 USC §§ 7501 et seq. As provided by 49 CFR
§ 18.26 or 19.26, whichever is applicable, these audits must comply with OMB Circular A -133, Revised,
"Audits of States, Local Governments, and Non - Profit Organizations," and the latest applicable OMB A -133
Compliance Supplement provisions for the U.S. DOT, and any further revision or supplement thereto. The
CONTRACTOR agrees that audits will be carried out in accordance with U.S. General Accounting Office
"Government Auditing Standards." The CONTRACTOR agrees to obtain any other audits required by the
Federal Government or CITY OF YAKIMA. Project closeout will not alter the CONTRACTOR's audit
responsibilities.
C. Inspection. The CONTRACTOR agrees to permit CITY OF YAKIMA, the State Auditor, the United
States Department of Transportation, and the Comptroller General of the United States, or their authorized
representatives, to inspect all Project work materials, payrolls, and other data and records, and to audit the
books, records, and accounts of the CONTRACTOR and its subcontractors pertaining to the Project. The
CONTRACTOR agrees to require each third -party contractor whose contract award is not based on
competitive bidding procedures as defined by the United States Department of Transportation to permit
CITY OF YAKIMA, the State Auditor, the United States Department of Transportation, and the Comptroller
General of the United States, or their duly authorized representatives, to inspect all work, materials,
payrolls, and other data and records involving that third -party contract, and to audit the books, records, and
accounts involving that third -party contract as it affects the Project as required by 49 USC § 5325(g).
32. Labor Provisions
A. Contract Work Hours and Safety Standards Act. The CONTRACTOR shall comply with, and shall
require the compliance by each subcontractor at any tier, any applicable employee protection requirements
for non - construction employees as defined by the Contract Work Hours and Safety Standards Act, as
amended, 40 USC § 3701 et seq., and specifically, the wage and hour requirements of section 102 of that Act
at 40 USC § 3702 and USDOL regulations, "Labor Standards Provisions Applicable to Contracts Governing
Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non -
construction Contracts Subject to the Contract Work Hours and Safety Standards Act)" at 29 CFR Part 5; and
the safety requirements of section 107 of that Act at 40 USC § 3704, and implementing U.S. DOL regulations,
"Safety and Health Regulations for Construction," 29 CFR Part 1926.
B. Fair Labor Standards Act. The CONTRACTOR agrees that the minimum wage and overtime
provisions of the Fair Labor Standards Act, as amended, 29 USC §§ 201 et seq., apply to employees
performing work involving commerce, and apply to any local government employees that are public transit
authority employees. The CONTRACTOR shall comply with the Fair Labor Standards Act's minimum wage
and overtime requirements for employees performing work in connection with the Project.
C. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract
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 40 hours in such work
week.
D. Payrolls and Basic Records. Payrolls and basic records relating thereto shall be maintained by the
CONTRACTOR during the course of the work and preserved for a period of six (6) years thereafter for all
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laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or
under the Housing Act of 1949, in the construction or development of the Project). Such records shall
contain the name, address, and social security number of each such worker, his or her correct classification,
hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits
or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act, Public Law
88 -349 as amended by 40 USC §§ 3141 et seq., and pursuant to 49 USC §5333(a) et seq., daily and weekly
number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has
found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs
reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the
Davis -Bacon Act, Public Law 88 -349, as amended by 40 USC § 3141 et seq. and pursuant to 49 USC § 5333(a),
the CONTRACTOR shall maintain records which show that the commitment to provide such benefits is
enforceable, that the plan or program is financially responsible, and that the plan or program has been
communicated in writing to the laborers or mechanics affected, and records which show the costs
anticipated or the actual cost incurred in providing such benefits. CONTRACTOR's employing apprentices or
trainees under approved programs shall maintain written evidence of the registration of apprenticeship
programs and certification of trainee programs, the registration of the apprentices and trainees, and the
ratios and wage rates prescribed in the applicable programs.
E. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause
set forth in paragraph (A) of this section the CONTRACTOR and any subcontractor responsible therefore shall
be liable for the unpaid wages. In addition, such CONTRACTOR and subcontractor shall be liable to the
United States for liquidated damages. Such liquidated damages shall be computed with respect to each
individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth
in paragraph (A) of this section, in the sum of ten dollars ($10) for each calendar day on which such
individual was required or permitted to work in excess of the standard workweek of forty (40) hours without
payment of the overtime wages required by the clause set forth in paragraph (C) of this section.
F. Withholding for unpaid wages and liquidated damages. The CONTRACTOR shall upon its own action
or upon written request of an authorized representative of the Department of Labor withhold or cause to be
withheld, from any moneys payable on account of work performed by the CONTRACTOR or subcontractor
under any such contract or any other federal contract with the same prime CONTRACTOR, or any other
federally- assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime CONTRACTOR, such sums as may be determined to be necessary to satisfy any liabilities of
such CONTRACTOR or subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in paragraph (E) of this section.
G. Public Transportation Employee Protective Agreement. To the extent required by Federal Law, the
CONTRACTOR agrees to implement the Project in accordance with the terms and conditions that the U.S.
Secretary of Labor has determined to be fair and equitable to protect the interests of any employees
affected by the Project and that comply with the requirements of 49 USC § 5333 (b), in accordance with the
USDOL guidelines, "Section 5333(b), Federal Transit Law," 29 CFR Part 215 and any amendments thereto.
These terms and conditions are identified in USDOL's certification of public transportation employee
protective arrangements to FTA. The CONTRACTOR agrees to implement the Project in accordance with the
conditions stated in that USDOL certification, which certification and any documents cited therein are
incorporated by reference and made part of this AGREEMENT. The CONTRACTOR also agrees to comply
with the terms and conditions of the Special Warranty for the Non - urbanized Area Program that is most
current as of the date of execution of this AGREEMENT and any alternative comparable arrangements
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specified by USDOL for application to the Project, in accordance with USDOL guidelines, "Section 5333(b),
Federal Transit Law," 29 CFR Part 215, and any revision thereto.
33. Planning and Private Enterprise
FTA Requirements. The CONTRACTOR agrees to implement the Project in a manner consistent with the plans
developed in compliance with the applicable planning and private enterprise provisions of 49 USC §§ 5303, 5304,
5306, and 5323(a)(I); joint Federal Highway Administration (FHWA)/ FTA regulations, "Statewide Transportation
Planning: Metropolitan Transportation Planning," 23 CFR Part 450 and 49 CFR Part 613; and any amendments
thereto, and with FTA regulations, "Major Capital Investment Projects," 49 CFR Part 611, to the extent that these
regulations are consistent with the SAFETEA -LU amendments to the public transportation planning and private
enterprise laws, and when promulgated, any subsequent amendments to those regulations or the MAP -21
amendments, whichever is applicable according to the funding in this agreement. To the extent feasible, the
CONTRACTOR agrees to comply with the provisions of 49 USC § 5323(k), which afford governmental agencies and
non - profit organizations that receive Federal assistance for non - emergency transportation from Federal
Government sources (other than U.S. DOT) an opportunity to be included in the design, coordination, and planning
of transportation services. During the implementation of the Project, the CONTRACTOR agrees to take into
consideration the recommendations of Executive Order No. 12803, "Infrastructure Privatization," 31 USC § 501 note,
and Executive Order No 12893, "Principles for Federal Infrastructure Investments," 31 USC § 501 note.
34. Substance Abuse
A. Drug and Alcohol Testing. If receiving FTA 5309 and /or FTA 5311 funding, CONTRACTOR agrees to
establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce
any documentation necessary to establish its compliance with Part 655, and permit any authorized
representative of the U.S. DOT or its operating administrations and CITY OF YAKIMA to inspect the facilities
and records associated with the implementation of the drug and alcohol testing program as required under
49 CFR Part 655 and review the testing process. The CONTRACTOR agrees further to submit annually the
Management Information System (MIS) reports to CITY OF YAKIMA each year during the term identified in
the caption space header above titled "the Term of Project."
B. Drug -free Workplace. To the extent applicable, the CONTRACTOR agrees to comply with the Federal
regulations and guidance related to the Drug Free Workplace Act of 1988, 41 USC § 8103 et seq., and any
amendments thereto, 2 CFR Part 182, and 49 CFR Part 32, and to FTA regulations, "Prevention of Alcohol
Misuse and Prohibited Drug Use in Transit Operations," 49 CFR Part 655 and 49 USC § 5331, as amended by
MAP -21.
C. Privacy Act. The CONTRACTOR agrees to comply with the confidentiality and other civil rights
provisions pertaining to substance abuse contained in the Civil Rights clause of this AGREEMENT.
D. Non Compliance. The CONTRACTOR agrees that if FTA determines non - compliance with these laws
and regulations, the FTA Administrator may bar CONTRACTOR from receiving all or a portion of the Federal
transit assistance it would otherwise receive.
35. Federal "$1 Coin" Requirements
To the extent required by the Federal Government, the CONTRACTOR agrees to comply with the provisions of
section 104 of the Presidential $1 Coin Act of 2005, 31 USC § 5112(p), so that the CONTRACTOR's equipment and
facilities requiring the use of coins or currency will be fully capable of accepting and dispensing $1 coins in the
connection with that use. The CONTRACTOR also agrees to display signs and notices denoting the capability of its
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equipment and facilities on its premises where coins or currency are accepted or dispensed, including on each
vending machine. Yakima Transit provides the fare box.
36. Safe Operation of Motor Vehicles
As applicable, CONTRACTOR is encouraged to comply with the following provisions:
A. Executive Order No. 13043, "Increasing Seat Belt Use in the United States," 23 USC § 402 note.
CONTRACTOR is encouraged to adopt and promote on- the -job seat belt use policies and programs for
personnel that operate company -owned vehicles.
B. Executive Order No. 13513, "Federal Leadership on Reducing Text Messaging While Driving,"
October 1, 2009, 23 USC § 402 note, and DOT Order 3902.10, "Text Messaging While Driving," December 30,
2009. CONTRACTOR is encouraged to adopt and enforce workplace safety policies to decrease crashes
caused by distracted drivers including policies to ban text messaging while driving. CONTRACTOR is also
encouraged to conduct workplace safety initiatives in a manner commensurate with its size.
37. Termination
A. Termination for Convenience. CITY OF YAKIMA and /or the CONTRACTOR may suspend or terminate
this AGREEMENT, in whole or in part, and all or any part of the federal and /or state financial assistance
provided herein, with 90 days written notice to the other PARTY in accordance with 49 CFR Part 18 § 18.44
or 49 CFR Part 19 § 19.61, whichever is as applicable. CITY OF YAKIMA 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 must set forth the
reasons for such termination, the effective date, and in case of a partial termination, the portion to be
terminated. However, if, in the case of partial termination, CITY OF YAKIMA determines that the remaining
portion of the award will not accomplish the purposes for which the award was made CITY OF YAKIMA may
terminate the award in its entirety. CITY OF YAKIMA and /or the CONTRACTOR may terminate this
AGREEMENT for convenience for reasons including, but not limited to, the following:
a. The requisite federal and /or state funding becomes unavailable through failure of appropriation or
otherwise;
b. CITY OF YAKIMA determines, in its sole discretion, that the continuation of the Project would not
produce beneficial results commensurate with the further expenditure of federal and /or state
funds;
c. The CONTRACTOR is prevented from proceeding with the Project as a direct result of an Executive
Order of the President with respect to the prosecution of war or 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;
d. 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;
e. The Federal Government and /or State Government determines that the purposes of the statute
authorizing the Project would not be adequately served by the continuation of federal and /or state
financial assistance for the Project; or
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f. The Federal Government terminates this AGREEMENT due to a determination that the
CONTRACTOR has: (a) willfully misused Federal assistance Funds by failing to make adequate
progress on the Project, (b) failed to make reasonable and appropriate use of the Project real
property, facilities, or equipment, or (c) failed to comply with the terms of this AGREEMENT. In the
event of a termination under this subsection, and the Federal Government exercises its right to
require CITY OF YAKIMA to refund any or all of the Federal Funds provided for the Project, the
CONTRACTOR shall return all monies reimbursed to it by CITY OF YAKIMA, in the amount required
by the Federal Government, within sixty (60) days of its receipt of a certified letter from CITY OF
YAKIMA; or,
g. In the case of termination for convenience under subsections A.1 through A.5 above, CITY OF
YAKIMA shall reimburse the CONTRACTOR for all costs payable under this AGREEMENT which the
CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit its
claim for reimbursement to CITY OF YAKIMA. If the CONTRACTOR has any property in its possession
belonging to CITY OF YAKIMA, the CONTRACTOR will account for the same, and dispose of it in the
manner CITY OF YAKIMA directs.
B. Termination for Default. CITY OF YAKIMA may suspend or terminate this AGREEMENT for default, in
whole or in part, and all or any part of the federal 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:
a. Takes any action pertaining to this AGREEMENT without the approval of CITY OF YAKIMA, which
under the procedures of this AGREEMENT would have required the approval of CITY OF YAKIMA;
b. Jeopardizes its ability to perform pursuant to the AGREEMENT, United States of America laws,
Washington state laws, or local governmental laws under which the CONTRACTOR operates.
c. Fails to make reasonable progress on the Project or other violation of this AGREEMENT that
endangers substantial performance of the Project; or
d. Fails to perform in the manner called for in this AGREEMENT or fails to comply with, or is in violation
of, any provision of this AGREEMENT. CITY OF YAKIMA 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 CITY OF YAKIMA that the CONTRACTOR had an excusable reason for not
performing, such as events which are not the fault of or are beyond the control of the
CONTRACTOR, such as a strike, fire or flood, CITY OF YAKIMA 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. CITY OF YAKIMA, 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 CITY OF YAKIMA, in which
to cure the defect. In such case, the notice of termination will state the time period in which cure is
permitted and other appropriate conditions. If the CONTRACTOR fails to remedy to CITY OF YAKIMA's
satisfaction the breach or default within the timeframe and under the conditions set forth in the notice of
termination, CITY OF YAKIMA shall have the right to terminate this AGREEMENT without any further
obligation to CONTRACTOR. Any such termination for default shall not in any way operate to preclude CITY
OF YAKIMA from also pursuing all available remedies against CONTRACTOR and its sureties for said breach
or default.
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D. In the event that CITY OF YAKIMA elects to waive its remedies for any breach by CONTRACTOR of
any covenant, term or condition of this AGREEMENT, such waiver by CITY OF YAKIMA shall not limit CITY OF
YAKIMA's remedies for any succeeding breach of that or of any other term, covenant, or condition of this
AGREEMENT.
38. 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:
Jeff Cutter, Interim City Manager Gladys Gillis — TDM, Inc.
Alvie Maxey, Transit Manager Randy Ammerman — A &A Motorcoach
City of Yakima PO Box 9364
129 North 2n Street. Yakima, WA 98909
Yakima, WA 98901
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.
39. 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.
40. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Washington.
41. Venue. The venue for any action to enforce or interpret this Agreement shall be laid in the Superior Court of
Washington for Yakima County, Washington
42. 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:
Jeff Cutter, Interim City Manager Gladys Gillis — TDM, Inc.
Date:
Date:
ATTEST: By:
By: Randy Ammerman — A &A Motorcoach
Sonya Claar Tee, City Clerk Date:
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contract, thus making the ability to start the new contract as of July 1, 2016 (asked as question 65 in the original
scoring matrix) unattainable,
Pease approve this Recommendation of Award, as outlined above for these services.
Approved:
R/221Av
A "
Jeff C e interim City Manager
wow Knotts, CPPO, CPPB . Buyer II . City/County PUrchasing Office - 509-575-6095 - Susan„KnottorrYakimaWA.Gov