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HomeMy WebLinkAboutR-2005-022 Transit Vanpool Vehiclest. RESOLUTION NO. R-2005-22 A RESOLUTION authorizing and directing the City Manager to execute a contract between the City of Yakima and the Washington State Department of Transportation regarding the receipt of state funds to purchase additional vanpool vehicles for use in the City's vanpool program. WHEREAS, the Transportation Budget, ESHB 1163, Laws of 2003 provides funding to the Washington State Department of Transportation ("Department") for a Statewide Vanpool ' Capital Investment Program; and WHEREAS, the Transportation Budget authorizes the Department to coordinate the development and implementation of the Statewide Vanpool Capital Investment Program; and WHEREAS, the Department is willing to provide appropriated funds in the amount of $260,000.00 to the City of Yakima for the purchase of additional vanpool vehicles in accordance with terms and conditions of the attached agreement; and WHEREAS, the City Council of the City of Yakima deems it to be in the best interest of the City of Yakima to enter into a contract with the Department for the receipt of said state funds, now, therefore; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute the attached and incorporated "Washington State Department of Transportation Agreement No. GCA -4268" for the receipt of state funds for the purchase of additional vanpool vehicles for use in the City's vanpool program. ADOPTED BY THE CITY COUNCIL this 18th day of January 2005. AI IEST: City Clerk a<,4 ( Paul P. George, Mayor Washington State Yakima Transit Department of Transportation City of Yakima, Transit Division 310 Maple Park Avenue 2301 Fruitvale Boulevard PO Box 47387 Yakima, WA 98902-1225 Olympia, WA 98504-7387 Federal ID Number: 91-6001293 Key Contact: Kathy Johnston 360-705-7925 Key Contact: Ken Mehin 509-576-6175 Agreement Project Period Project Period Project Equipment Project Title Number Start Date Completion Date Reimbursement Statewide Vanpool GCA -4268 Upon Execution of this Agreement December 1, 2009 $260,000 Investment Program THIS AGREEMENT, entered into by the Washington State Department of Transportation (hereinafter referred to as the "Department") and the agency written above (hereinafter referred to as the "Transit Agency"), WITNESSES THAT: WHEREAS, the Transportation Budget, ESHB 1163, Laws of 2003 provides funding to the Department for Statewide Vanpool Capital Investment Program; and WHEREAS, the Transportation Budget authorizes the Department to coordinate the development and implementation of the Statewide Vanpool Capital Investment Program; and WHEREAS, the Department coordinated with transit agencies statewide to develop the implementation of the Statewide Vanpool Capital Investment Program; and WHEREAS, the Transit Agency has determined a need for one or more of these vanpool expansion vehicles. NOW, THEREFORE, in consideration of the mutual covenants herein set forth, the Department and the Transit Agency agree to the following terms and conditions: Section 1 Purpose of Agreement The purpose of this Agreement is for the Department to provide Transit Agency with capital financing to purchase equipment to expand vanpooling (hereinafter referred to as "Project Equipment") in accordance with the terms and conditions of this Agreement.- This Agreement consists of these terms and conditions together with Exhibit I — Scope of Work, Exhibit II — List of Project Equipment, and Exhibit III — Report Form Annual Performance Indicators, which by this reference are incorporated herein. Section 2 Scope of Project The Department hereby agrees to provide capital financing for Project Equipment, as described in Exhibit I, Scope of Work, to Transit Agency for the purpose of expanding vanpooling during the project period. Section 3 Time of Performance The project period of this Agreement shall commence and end on the dates indicated on page 1 of this Agreement. Section 4 Inspection of Project Equipment Upon Delivery Statewide Vanpool Investment Program Agreement Page 1 Transit Agency shall inspect Project Equipment pursuant to this Agreement at the time such equipment is delivered to the Transit Agency. Upon receipt and acceptance of Project Equipment, Transit Agency agrees that it has fully inspected and acknowledged that such Project Equipment is in good condition and repair, and that the Transit Agency is satisfied with such equipment. Section 5 Miscellaneous Charges and Conditions Transit Agency shall pay all storage charges, parking charges, and fines, as well as any fees (including vehicle registration, license and inspection fees), and any taxes, which may be imposed with respect to the Project Equipment by a duly constituted governmental authority. All replacements, repairs, or substitutions of parts or equipment shall be at the cost and expenses of the Transit Agency. Section 6 Purchasing and Reimbursement Transit Agency will purchase Project Equipment through the Washington State Department of General Administration's Vanpool Vehicle Procurement contract or other competitive procurement process. Transit Agency shall provide the Department information about the Project Equipment, as set forth in Exhibit II, List of Project Equipment, as well as a copy of the purchase order and invoice within thirty (30) days of delivery. The Department shall reimburse Transit Agency the invoice cost of the purchase of the Project Equipment up to twenty-six thousand dollars ($26,000) per vehicle unit, excluding miscellaneous charges as described in Section 5, Miscellaneous Charges and Conditions. The Department shall reimburse Transit Agency within thirty (30) days from the receipt of the request for payment. If the Project Equipment, excluding a ten (10) percent spare ratio (as defined in Exhibit I — Scope of Work), is not placed in use within the first twenty four (24) months from delivery date, or if the Project Equipment is being used for purposes other than vanpool expansion, the Transit Agency shall pay the Department the invoice cost of the Project Equipment not placed in service to expand vanpooling. Section 7 Vehicle Title The Project Equipment titles shall designate the Department as the legal owner and the Transit Agency as the registered owner through the project period. The Department will release the interest of ownership of the Project Equipment to Transit Agency within thirty -days (30) from the completion date of the project. Section 8 Performance and Reporting A baseline beginning no earlier than July 1, 2003 shall be established to measure vanpool inventory prior to purchasing Project Equipment. The baseline shall document the total number of vanpool vehicles, number of vehicles in operating status, and the number of vehicles in reserve status. The Transit Agency shall submit to the Department an annual report as described in Exhibit III, Report Form Annual Vanpool Performance Indicators. The annual report shall include financial expenditures directly related to expansion of the vanpool program. The annual report will enable the Department to accurately assess changes in the vanpool system resulting from the purchase of Project Equipment and the Transit Agency's investment to expand the vanpool program. These reports shall be submitted to the Department by June 30 each calendar year through the project period. Section 9 Use of Project Equipment The Transit Agency agrees that the Project Equipment shall be used for commuter ridesharing as defined in RCW 46.74.010(1). Personal use of the van by the driver will be permitted if the Transit Agency's vanpool program policies allow this usage. Statewide Vanpool Investment Program Agreement Page 2 The Transit Agency further agrees that it will not use or permit the use of the Project Equipment in a manner inconsistent with the Transit Agency's policies, so as to void any insurance covering same; or knowingly use the Project Equipment in a negligent manner; or permit the Project Equipment to become subject to any liens, charges, or encumbrances. The Transit Agency shall keep satisfactory records with regard to the use of the Project Equipment and shall submit to the Department upon request such information as is required in order to assure compliance with this section. If during the project period any Project Equipment provided by the Department is used in a manner substantially different from that described in this Agreement, the Transit Agency shall immediately notify the Department in writing. Section 10 Remedies for Misuse or Noncompliance The Transit Agency shall not use any Project Equipment in a manner that varies from the use described in Section 2, Scope of Project and Section 9, Use of Project Equipment of this Agreement. If the Department determines that the Project Equipment has been used in a manner different from that described in Section 2 and Section 9 of this Agreement, the Department will terminate the Agreement and the Transit Agency shall be liable for damages for the breach of this Agreement, and any other remedies included in this Agreement. Section 11 Maintenance of Project Equipment The Transit Agency shall maintain the Project Equipment in good repair at all times. All services, materials, and repairs in connection with the use and operation of the Project Equipment are at the Transit Agency's expense. The Transit Agency agrees to service the Project Equipment and replace parts at intervals recommended in the manual provided by the manufacturer of such equipment, or sooner if consistent with the Transit Agency's maintenance plans. The Department shall not be liable for repairs, nor shall any such repairs be charged to the Department. Maintenance and service records of Project Equipment shall be kept on file for each vehicle in the Project Equipment inventory and be made available to the Department upon request. Department personnel may periodically inspect the Project Equipment. Failure to follow correct maintenance procedures during the project period may be grounds for termination of this Agreement. The Department must approve modifications to the Project Equipment or the installation of additional equipment in advance. Section 12 Out -of -State Travel Vanpool drivers, who are residing in a state other than Washington shall be required to comply with their home state driver regulations. International travel is not permitted. Section 13 Limitation of Liability The Department shall not be liable to the Transit Agency or to anyone else for any liability, loss, or damage of any kind and however caused or alleged to be caused directly or indirectly by the Project Equipment; or the repair, maintenance, or equipment thereof, by any inadequacy thereof, or defect therein or by any incident in connection therewith, or interruption of service or use of any Project Equipment provided pursuant to this Agreement, or from any liability of any nature growing out of performance of this Agreement or Project Equipment on the part of the Transit Agency, its officers, employees, or subcontractors. To the maximum extent permitted by law, the Transit Agency shall indemnify, hold harmless and defend the Department and all authorized agents, and employees from all claims, actions, costs, damages, or expenses of any nature whatsoever by reason of the acts or omissions of the Transit Agency, its assignees, agents contractors, licensees, invitees, employees or any person whomsoever, arising out of or in connection with any acts or activities under this Agreement. The Transit Agency further agrees to defend the Department, its agent or employees in any litigation, including payment of any costs or attorney's fees, for any claim or action commenced, arising out of or in connection with any acts or activities authorized by this Agreement. This obligation shall not include Statewide Vanpool Investment Program Agreement Page 3 such claims, costs, or damages or expenses, which may be caused by the sole or concurrent negligence of the Department or its authorized agents or employees. In the event that any lien is placed upon property of the Department or any of its officers, principals, agents, or employees as a result of the negligent acts, errors, or omissions of the Transit Agency, the Transit Agency shall at once cause the same to be dissolved and discharged by giving bond or otherwise. Transit Agency waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the Department and its officers, principals, agents or employees. Section 14 Insurance The Agency shall obtain and keep in force throughout the project period, public liability and property damage insurance in amounts and with companies acceptable to the Department. The Department shall be specifically named as an additional insured in the insurance policy, which insures the Transit Agency. The coverage shall be not less than $5,000,000 single limit bodily injury and property damage per occurrence. The Department shall be named as loss payee on any insurance purchased covering collision and comprehensive. The insurer shall agree to give the Department forty-five (45) days written notice for cancellation or substantial change in coverage. Coverage in the minimum amount set forth herein shall not be construed to relieve the Transit Agency from liability in excess of such coverage. Further, the Department reserves all claims or rights of action against the Transit Agency as if the Department were not named in the subject policy. Section 15 Contracts Under this Agreement Unless otherwise authorized in advance in writing by the Department, the Transit Agency shall not assign any portion of the work to be performed under this Agreement, or execute any contract amendment or change order thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this Agreement. The Transit Agency may not in any way encumber the Project Equipment. Section 16 Agreement Modifications Either party may request changes in these provisions. Such changes, which are mutually agreed upon shall be incorporated as written amendments to this Agreement. No variation or alteration of the terms of this Agreement shall be valid unless and until such variation or alteration is made in writing and signed by authorized representatives of the parties thereto. Section 17 Termination 1. The Department may, by written notice to the Transit Agency, terminate the Project and cancel this Agreement for any of the following reasons: a) The Transit Agency discontinues the use of the Project Equipment for the purpose of vanpooling; b) The Transit Agency does not use the Project Equipment within the first twenty four (24) months from delivery date, or uses the Project Equipment for a non -authorized use at any time; c) The Transit Agency takes any action pertaining to this Agreement without the approval of the Department and which under the procedures of this Agreement would have required the approval of the Department; d) The commencement, prosecution, or timely completion of the Project by the Transit Agency is, for any reason, rendered improbable, impossible, or illegal; e) The Transit Agency shall be in default under any provision of this Agreement; Statewide Vanpool Investment Program Agreement Page 4 f) The Transit Agency in any way jeopardizes its ability to perform pursuant to this Agreement or the regulations of the Department or the laws of the United States of America or the laws of the local governmental bodies in which the Transit Agency operates; The Department determines that the Transit Agency has abused or misused the Project Equipment including, but not limited to: 1) failure to maintain the equipment according to manufacturer's standards; 2) failure to repair or replace damaged, defective, or broken parts in a timely manner, or: 3) taking any action which could adversely affect the ability of the Project Equipment to perform its designated function. 2. The Department and Transit Agency may terminate the Agreement by mutual agreement due to unforeseen circumstance which makes performance under this Agreement impossible. The Agreement termination provisions shall include, but not limited to, settlement terms, conditions and Project Equipment disposal. g) Section 18 Damaged Vehicle Procedure In the event the Project Equipment is damaged in an accident, the Transit Agency shall notify the Department within five (5) working days of the date of the accident and provide the Department documentation within thirty (30) working days of the date of the accident. If the Project Equipment has been declared a total loss by the insurance company, the Transit Agency will provide the Department with a copy of all completed accident reports, passenger statements, complete service and maintenance records, odometer reading at time of the accident, and any additional information as requested by the Department. Upon completion of total loss Project Equipment settlement, the Transit Agency shall purchase the replacement Project Equipment within five (5) months. The Transit Agency is responsible for the replacement of the damaged Project Equipment during the project period. Section 19 Safety The Transit Agency shall ensure, to the best of its ability, that all Project Equipment is maintained and operated in a safe, prudent manner and that all drivers comply with existing state laws regarding the operation of motor vehicles on the streets, roads, and highways of the state. Section 20 Venue In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, the parties hereto agree that such action shall be initiated in the Superior Court of the State of Washington situated in Thurston County. Section 21 Relationships with Employees and Officers of the Department The Transit Agency shall not extend any loan, gratuity or gift of money in any form whatsoever to any employee or officer of the Department. Section 22 Personal Liability of Public Officers No officer or employee of the Department shall be personally liable for any act or failure to act in connection with the Agreement, it being understood that in such matters they are acting solely as agents of the Department. Statewide Vanpool Investment Program Agreement Page 5 Section 23 No Government Obligations to Third Parties No contract between the Transit Agency and its contractors and/or materialmen and/or laborers and/or their subcontractors shall create any obligations or liability of the Department with regard to this Agreement without the Department's specific written consent of such obligation or liability, notwithstanding its concurrence in, or approval of, the award of any contract or subcontract or the solicitation thereof. The Transit Agency 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. Section 24 Independent Contractors The Transit Agency shall be deemed an independent contractor for all purposes, and the employees of the Transit Agency or any of its subcontractors, and the employees thereof shall not in any manner be deemed to be in the employee of the Department. Nothing in this Agreement shall be taken as creating or increasing any right of any third party to recovery by way of damages or otherwise against either the Transit Agency or the Department. Section 25 Remedies Cumulative All remedies provided in the Agreement are distinct and cumulative to any other right or remedy under this Agreement or afforded by law or equity and may be exercised independently, concurrently, or successively. Section 26 Forbearance by Department Not a Waiver Any forbearance by the Department in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of, or preclude the exercise of, any such right or remedy. Section 27 Changed Conditions Affecting Performance The Transit Agency hereby agrees to immediately notify the Department of any change in conditions or law, or of any other event, which may significantly affect its ability to perform the Project in accordance with the provisions of this Agreement. Section 28 Department Advice The Transit Agency bears complete responsibility for the administration and success of the Project as it is defined by this Agreement and any amendments thereto. Although the Transit Agency is encouraged to seek the advice and opinions of the Department on problems that may arise, the giving of such advice shall not shift the responsibility of the Transit Agency for the administration and success of the Project. Section 29 Severability If any covenant or provision or part of this Agreement is judged void, or held to be invalid, such adjudication or holding shall not affect the validity or obligation of performance of any other covenant or provision, or part thereof, which in itself is valid, if such remainder conforms to the terms and requirements of applicable law and with the intent of this Agreement. No controversy concerning any covenant or provision shall delay the performance of any other covenant or provision except as herein allowed. Statewide Vanpool Investment Program Agreement Page 6 Section 30 Notices Any notice, request, consent, demand, report, statement, or submission which is required or permitted to be given pursuant to this Agreement shall be in writing and shall be delivered personally to the respective parties set forth below or mailed by first class United States mail, postage prepaid, to the respective parties at the addresses set forth above or to such other addresses as the parties may from time to time advise by notice in writing. The date of receipt of any such notice, demand, request, or submission shall be presumed (this presumption is rebuttable) to be the date of delivery if served personally, or if mailed as aforesaid, on the fifth business day following the date of such mailing. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year written below. WASHINGTON STATE DEPARTMENT OF TRANSPORTATION By: Judith ger, Direct Publi ansportation . d Rail Division Date: td 514 APPROVED AS TO FORM This 31st Day of March, 2004 TRANSIT AGENCY By: . A Transit Agency R.A. Zais, Jr. Executive DirectorCity Manager Date: CITY CONTRAC P NO: Jeanne A. Cushman RESOLUTION NO: Assistant Attorney General No further approvals for use of this Agreement are required unless the provisions are modified. 00S Statewide Vanpool Investment Program Agreement Page 7 Exhibit I Scope of Work The purpose of this Agreement is for the Department to provide capital financing to Transit Agency to purchase of ten (10) vans (Project Equipment) to be used for vanpool ridesharing services. The Department hereby agrees to: 1. Provide capital financing to Transit Agency to purchase Project Equipment to be used for vanpool expansion during the project period. 2. Reimburse Transit Agency the invoice cost of the purchase of the Project Equipment excluding miscellaneous charges as described in Section 5, Miscellaneous Charges and Conditions, if the Transit Agency chooses to purchase the Project Equipment. 3. Compile performance data, conduct data analysis and develop a report of the vanpool investment program. Transit Agency hereby agrees to: 1. Purchase Project Equipment through the Washington State Department of General Administration's Vanpool Vehicle Procurement contract or other competitive procurement process. 2. Notify the Department in writing that the Project Equipment is in good condition and repair and that the Transit Agency is satisfied with such Equipment. 3. Operate the Project Equipment as part of an expansion to the vanpool program placing the Project Equipment into service within twenty-four (24) months of delivery date. For every ten (10) expansion vanpool vehicles purchased, one (1) may be operated as a spare vehicle, otherwise referred to as, "a ten (10) percent spare ratio 4. Invest twenty-five percent (25%), of the invoice cost of the Project Equipment as local match dollars, through the project period. 5. Provide the Department detailed information about the Project Equipment as set forth in Exhibit II, List of Project Equipment, within thirty (30) days of delivery of the Project Equipment., 6. Submit to the Department an annual report as described in Exhibit III, Annual Vanpool Performance Indicators. The annual report shall include Transit Agency financial investments directly related to expansion of the vanpool program. The annual report will enable the Department to accurately assess changes in the vanpool system resulting from the purchase of Project Equipment and the Transit Agency's investment in expanding the vanpool program. The report shall be submitted to the Department by June 30th each calendar year through the project period. The Department and Transit Agency hereby agree to: 1. Establish a baseline to measure vanpool inventory prior to purchasing Project Equipment, however, no earlier than July 1, 2003, documenting the total number of vanpool vehicles, number of vehicles in operating status and the number of vehicles in reserve status. Statewide Vanpool Investment Program Agreement Page 8 Exhibit II List of Project Equipment No. VIN Year/Make Description Invoice Cost 1 2 3 4 5 6 7 8 9 10 Statewide Vanpool Investment Program Agreement Page 9 Exhibit III Report Form Annual Vanpool Performance Indicators Transit Agency VANPOOL Baseline Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Total Vanpool Groups in Operation Vanpool Group Starts Vanpool Group Folds Passenger Trips Average Riders Per Van Miles Traveled Average Round Trip Miles Vehicles in reserve status Total vehicles Financial Expenditure: Please provide Transit Agency financial investments directly related to expansion of the vanpool program in the following table. Description: Vanpool Expansion Investment Jan Feb Mar Apr May Jun Jul Aug Sept Oct Nov Dec Total Attach additional sheets if necessary. Statewide Vanpool Investment Program Agreement Page 10 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 4i. �3 For Meeting of: January 18, 2005 ITEM TITLE: A Resolution Authorizing Execution. of a Contract with the Washington State Department of Transportation for Ten (10) Statewide Vanpool Capital Investment Program Vehicles. SUBMITTED BY: Chris Waarvick, Director of Public Works Ken Mehin, Transit Manager CONTACT PERSON/TELEPHONE: Ken K. Mehin, 576-6415 Karen Allen, 576-6423 SUMMARY EXPLANATION: Yakima Transit respectfully requests the City Council to approve the attached resolution authorizing the City Manager and the City Clerk to execute the attached contract with the Washington State Department of Transportation. This contract will provide up to $260,000 in funding for the purchase of ten (10) Vanpool vehicles through the Statewide Vanpool Capital Investment Program. The Washington State Department of Transportation developed the Statewide Vanpool Capital Investment Program at the direction of the state legislature. This (Continued on next page.) Resolution X Ordinance _ Other (Specify) Contract X Mail to :Washington State Department of Transportation, P.O. Box 47387, Olympia, WA 98504-7925 Funding Source: ESHB1163, Washington State Department of Transportation, Statewide Vanpool Capital Reinvestment Program APPROVED FOR SUBMITTAL : City Manager STAFF RECOMMENDATION: Staff respectfully requests the City Council to adopt the resolution authorizing execution of Agreement Number GCA -4268 Statewide Vanpool Investment Contract with the Washington State Department of Transportation for up to $260,000 funding for the purchase of ten (10) Vanpool vehicles. BOARD/COMMISSION RECOMMENDATION: At their November 17, 2004 Transit Committee meeting, Board Members Sims, McClure and George (Alt.) recommended that Transit staff proceed with the application to participate in the Statewide Vanpool Expansion Program. COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2005-22 Ten Vanpool Purchase January 18, 2005 Page two program is funded by $40 million of state funds over a ten-year period. The intent of the expansion program is to provide vehides for transit agencies to utili 7e in their programs and incentives for employers to increase employee vanpool use. Each Transit Agency is required to reinvest 25% of the value of vehides received back into the program in the form of new efforts to expand vanpool. This local reinvestment may be expended locally on the Transit Agency's own program and include increased Vanpool marketing or advertising, or most other efforts that create new program growth and produces measurable results. The reinvestment can also include participation in the regional/statewide program to expand Vanpooling. The reinvestment must be accomplished within five (5) years of taking delivery of the vehides. Yakima Transit's Vanpool Program has been experiencing rapid growth especially in the last two years. Currently there are 12 Vanpools operating out of the Yakima area, ten vans going to sites at Hanford and two to the Toppenish Washington Beef plant. Vanpools are operated as a cost recovery program and benefit our residents in many ways, primarily by providing low-cost, reliable transportation, which enables the riders to live in Yakima while working elsewhere. Yakima Transit's Vanpool fleet currently consist of ten (10) vans ranging from 1999 to 2003 model years and four (4) 1990 vans. All are 15 passenger vehides. Our Vanpool vans operate with between 8-12 passengers per vehide. The Vanpool Program carries a $1.5 million separate insurance policy. In 2003, 32,826 passengers trips were provided by Vanpool. Through October of 2004, 37,112 passenger trips have been recorded. Yakima Transit is requesting that we be allowed to purchase ten (10) new Vanpool vehides through the Vanpool Expansion Program to meet current and immediate future need. Due to Yakima Transit's rapid program growth and recent need to put our 'spare' vehicle and two 'retired' 1990 vans into service to meet our community need, the state has agreed to allow us to designate two of the new vehicles as 'spares'. This designation waives the 25% reinvestment requirement for those two (2) vans. If Council approves this request, the new Vanpool vehicles can be ordered and begin service by the second quarter of 2005.