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HomeMy WebLinkAboutR-2007-097 A-1 Tri-City Taxi, Inc. Contract Addendum (re: guaranteed ride home vanpool services)RESOLUTION NO. R-2007-97 A RESOLUTION authorizing and directing the City Manager to execute an Addendum between the City of Yakima and A-1 Tri -City Taxi, Inc. to add guaranteed ride home vanpool services to a current contract and lease regarding the provision of paratransit services by A-1 Tri -City Taxi, Inc. WHEREAS, on August 15, 2006, the City of Yakima and A-1 Tri -City Taxi, Inc. executed a Contract and Vehicle Lease for the provision of paratransit services for the City of Yakima; and WHEREAS, A-1 Tri -City Taxi, Inc. has agreed to perform additional services for the City of Yakima in connection with the City's Vanpool Program as described in the attached proposed Addendum; 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 the attached Addendum with A-1 Tri -City Taxi, Inc., 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 "Addendum Between the City of Yakima and A-1 Tri -City Taxi, Inc." to add guaranteed ride home vanpool services to the current contract and lease regarding the provision of paratransit services by A-1 Tri -City Taxi, Inc. ADOPTED BY THE CITY COUNCIL this 3`" day of J 2007. ATTEST: City Clerk avid Edler, Mayor zvo7,�-��1 ADDENDUM BETWEEN THE CITY OF YAIQMA AND A -I TRI -CITY TAXI, INC. THIS ADDENDUM TO THE ATTACHED (1) "CONTRACT" - AND (2) "VEHICLE LEASE WITH THE CITY OF YAICIMA" is made and entered by and between the City of Yakima, Washington, a Washington municipal corporation, hereinafter "City" and A-1 Tri -City Taxi, Inc., a Washington corporation, hereinafter "SERVICE PROVIDER". WHEREAS, on August 15, 2006, the City and SERVICE PROVIDER executed the attached. "Contract" and "Vehicle Lease with the City of Yakima" (hereinafter "Vehicle Lease") for the provision of paratransit services for the City of Yakima. WHEREAS, SERVICE PROVIDER has agreed to perform additional services for the City of Yakima in connection with the City's Vanpool Program as described herein. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and SERVICE PROVIDER as follows: 1. PURPOSE OF ADDENDUM. The purpose of this Addendum and Attachment "A" (Trip Reservation Procedures and Service Procedures) is to incorporate additional services into the attached "Contract" and "Vehicle Lease" between the parties. The additional services relate to the City's Vanpool Guaranteed Ride Home program, hereinafter referred to as "PROGRAM". The objective of the PROGRAM is to provide eligible Vanpool participants a vehicle ride home in cases of emergency, illness, unanticipated overtime required by a supervisor. This is an element of Washington State's Commute Trip Reduction Law adopted by the 1991 Legislature (Chapter 202, Sectionl0 to 19) and incorporated into the Revised Codes of Washington (RCW 70.94.521-551). 2. EFFECTIVE DATE OF .ADDENDUM. This Addendum to the attached "Contract" and "Vehicle Lease" shall be effective July 3, 2007. 3. CITY'S RESPONSIBILITIES RELATING TO THE PROGRAM. The City shall prepare and distribute PROGRAM vouchers and informational/promotional pieces to participating employers, vanpool participants and prospective participants. 4. SERVICE PROVIDER'S RESPONSIBILITIES RELATING TO THE PROGRAM. SERVICE PROVIDER shall: A. Provide the vehicles, drivers and dispatching necessary to provide the PROGRAM vehicle services required by this Addendum.. B. Collect the PROGRAM vouchers for each trip as provided in Section 6 of this Addendum. C. Issue a monthly usage report in accordance with Section 8 of this Addendum. Page 1 of 5 5. PROGRAM SERVICE DESCRIPTION AND REQUIREMENTS. The following provisions relate to the performance of services for the PROGRAM: Service Days/Hours: Seven (7) days a week, twenty-four (24) hours a day Response Time: For trips reserved with the SERVICE PROVIDER in advance, an access vehicle shall arrive at the pickup point within fifteen (15) minutes of the scheduled time. For immediate trip requests, an access vehicle shall arrive at the pickup location within thirty (30) minutes after the SERVICE PROVIDER received the trip request if the pick up point is inside Yakima County or as near to 30 minutes as possible due to distance and weather conditions. Requests for services outside Yakima County and trips made during inclement weather may exceed these requirements but shall be provided in as timely a manner as practicable due to distance and weather conditions. Trip Request and Service Procedures: See Attachment A Drivers: The SERVICE PROVIDER agrees to use the same properly trained and licensed drivers employed by the SERVICE PROVIDER for the provision of paratransit services for the City to perform the services required by this Addendum. 6. PROGRAM VOUCHER COLLECTION RESPONSIBILITIES AND PROCEDURES The SERVICE PROVIDER will collect the vouchers for the PROGRAM as follows: A. The SERVICE PROVIDER will accept the PROGRAM voucher from persons employed with organizations participating in the PROGRAM. B. For each trip provided by the SERVICE PROVIDER under this PROGRAM, the driver will attach an "Acknowledgement of Service" voucher to the pink and white copies of the PROGRAM voucher and turn them all into the SERVICE PROVIDER's office. C. The driver is also responsible for obtaining the passenger's signature on the PROGRAM voucher if it is not already signed. 7. COMPENSATION FOR PROGRAM SERVICES. The SERVICE PROVIDER has agreed to perform these PROGRAM services as a "no cost" public service project rate given the low cost of providing the services and the corresponding potential significant increase in goodwill between the SERVICE PROVIDER and the City as well as between the SERVICE PROVIDER and the public. SERVICE PROVIDER hereby acknowledges this potential significant increase in goodwill constitutes full and adequate consideration for the services performed pursuant to this Addendum. There shall be no other compensation for the services provided pursuant to this Addendum. 8. PROGRAM USAGE REPORTS. At the end of each month, SERVICE PROVIDER will submit to City, on forms approved by City, a usage report, specifying the total PROGRAM trip(s) as indicated on the PROGRAM voucher(s) tendered that month. Each white copy of the Page 2 of 5 PROGRAM voucher must be included with the usage report. The usage report and original PROGRAM voucher(s) should be submitted to: City of Yakima, Transit Division Attn: Vanpool Coordinator 6 South Second Street, Suite 605 Yakima, WA 98901 9. PROGRAM SERVICE VEHICLES AND FUEL. The parties understand and agree that SERVICE PROVIDER will use the vehicles it is leasing from the City pursuant to the attached "Vehicle Lease" to perform the PROGRAM services required by this Addendum, and that all terms and conditions of the "Vehicle Lease" and "Contract" applicable to the usage of leased vehicles for the performance of paratransit services shall also be applicable to the performance of services pursuant to this Addendum. For example, the City will provide insurance for the vehicles used to perform services required by this Addendum in the manner provided by Section XII of the "Vehicle Lease" and Section 10.1 of the "Contract". The City will also provide fuel for the provision of services pursuant to this Addendum as provided by Section 3 of the "Contract" (incorporating Section III(A)3 of the RFP.) 10. INCORPORATION OF NEW SERVICES/TERMS AMENDED. The "Vehicle Lease" and "Contract" are hereby amended to incorporate the addition of the PROGRAM services described in this Addendum. All terms and conditions of the "Vehicle Lease" and "Contract" applicable to the performance of paratransit services shall also be applicable to the performance of services pursuant to this Addendum except as otherwise provided herein. For example, SERVICE PROVIDER must maintain full insurance coverage pursuant to Section 10 of the "Contract" that includes coverage for the performance of PROGRAM services. Except to the extent modified by this Addendum, all terms and conditions of the attached "Contract" and "Vehicle Lease" remain in full force and effect. 11. NO THIRD PARTY RIGHTS. This Addendum is entered into for the sole benefit of the City and the SERVICE PROVIDER. It shall confer no benefits or rights, direct or indirect, on any third persons. No person or entity other than the parties themselves may rely upon or enforce any provision of this Addendum. The decision to assert or waive any provision of this Addendum is solely that of each party. IN WITNESS WHEREOF theparties hereto have caused this Addendum to be executed. CITY OF YAKIMA .c -k\ V\ R.A. Zais Jr. Date City Manager 129 North Second Street Yakima, WA 98901 CITY CONTRAC r N0: -24 —.153 — RESOLUTION NO: W",;34/77 -97 Page 3 of 5 SERVICE PROVIDER A-1 Tri -City Taxi, Inc. 2101 Oak Ave. Yakima, WA 98902 Davis, Operations Manager Company/Taxpayer identification number: es -434 7 Date gtr5g3 76 Page 4 of 5 ATTACHMENT "A" The following provisions relate to the performance of services for the PROGRAM: Trip Reservation Procedures 1. A City designated Transit employee will call SERVICE PROVIDER to schedule a trip when requested by a qualified Vanpool participant or that person's Vanpool Coordinator. 2. The designated Transit employee will state the trip is for the PROGRAM, and give his/her name. 3. The SERVICE PROVIDER will schedule the trip based on the following information supplied by the designated Transit employee: passenger's name, pick up and destination address, pick up time and if there are any special needs as directed by the Americans with Disabilities Act (ADA). 4. The SERVICE PROVIDER. will dispatch the trip to the appropriate driver. Service Procedures 1. SERVICE PROVIDER driver confirms PROGRAM trip request and proceeds to pick-up location at schedule time. 2. Upon arrival at pick-up address, driver confirms passenger(s) identification. Driver will make note of all information relative to client service and begin Acknowledgement of Service voucher. 3. When ready to provide the trip, the driver will proceed in the most direct and cost-effective route to the destination site(s). 4. After completing the trip, the driver will have the passenger sign and note as correct the times/mileage of trip and attach the "Acknowledgement of Service" voucher. The driver will then submit the voucher and receipt to the SERVICE PROVIDER'S office at the end of his/her shift. This receipt will be delivered to Transit. 5. Driver tips are at the discretion of the passenger(s) and are not reimbursed by City. 6. Standard passenger exemptions apply should the Service Provider refuse a request for service: They are: • Any open bleeding from wounds or injuries. • Passenger in active labor or imminent birth. • Any passenger who will need or require medical care between the origin and destination portions of the trip. • Any condition that the driver feels would endanger the safety of the trip. This includes, but is not limited to inebriation, belligerent or combative behavior. Page 5 of 5 COPY' CONTRACT RFP 10612 ATTACHMENT E RFP No. 10612 THIS CONTRACT is made between the CITY OF YAKIMA, WASHINGTON, a municipal corporation of the State of Washington, as "City" and A-1 TRI -CITY TAXI, INC. as "Contractor". In consideration of these mutual terms and conditions, the parties covenant and agree as follows: 1. PERFORMANCE The Contractor agrees, with the execution of this Contract, to perform all work, furnish all labor, necessary supplies, equipment, facilities, supervision, organization, and other items of work and cost necessary for the safe, reliable, efficient, and effective operation of a curb -to - curb and door-to-door ADA paratransit service for persons with disabilities within the parameters described in the specification criteria entitled, "City of Yakima Request for Proposals No. 10612" dated June 9, 2006, and the schedules therein selected by the City, consistent with established industry practices, regardless of whether those services, equipment, facilities, and functions are specifically mentioned in the RFP or not. All performance must be completed in strict accord with the Contract Documents, as defined below. 2. DEFINITIONS/INTERPRETATION For the purposes of this Contract and any additional instruments that may become a part of this Contract, the terms "contractor", "supplier", "seller", and "vendor" shall be interchangeable. The terms "buyer", "purchaser", "procuring agency", "Yakima Transit", "City of Yakima", and "City" shall be interchangeable. 3. CONTRACT DOCUMENTS The City of Yakima Request For Proposals No. 10612 ("RFP"), and the Contractor's proposal (to the extent consistent with the City's documents) are hereby incorporated herein by this reference. Inconsistent provisions shall be resolved in the following order: (1) specific federal and state laws, (2) the terms of this Contract, (3) the RFP and (4) the Contractor's proposal. This Contract is on file in the Office of the Purchasing Manager, 129 No. 2"d St., Yakima, Washington, 98901. A. Separate Lease/Cross-Default Provision In addition to and in further consideration for the execution of this Contract, the parties agree to negotiate in good faith to consummate a Lease substantially similar to the unsigned lease that was Attachment F to the RFP. It is agreed between the parties that a default under the executed Lease may, at the option of the non -defaulting party, be considered a default under both the Lease and this Contract. It is further agreed that a default under this Contract may, at the option of the non - defaulting party, be considered a default under both this Contract and the Lease. RFP 10612 4. FEDERAL REOUIREMENTS AND CHANGES 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 between the City and FTA, as they may be amended or promulgated from timeto time during the term of this Contract. Contractor's failure to so comply shall constitute a material breach of this Contract. 5. COMPENSATION The City will pay Contractor in accordance with the Contractor's Proposal Cost Form as full compensation for all work performed under this Contract, subject to allowable additions and deductions. Thus, the City will pay Schedule 4 costs per trip for trips conducted using vehicles leased from the City and the City will pay Schedule 2 costs per trip for trips conducted using vehicles not leased from the City. The City also chooses to take advantage of Contractor's offer of a 2% discount. Thus, if the City makes semimonthly payments within 7 days of each invoice, the Contractor shall discount the entire monthly bill by 2%. Contractor shall send its itemized invoice/billing to: City of Yakima, Accounts Payable, 129 North 2°'' St, Yakima, WA. 98901 Payment will be made no later than thirty (30) calendar days after approval of the Contractor's application. Interest on payments made after thirty (30) calendar days shall be at a rate of one half percent per month. All payments are expressly conditioned upon Contractor providing services hereunder that are satisfactory to the City. Any charges disputed by the City shall be separated from the invoice and the undisputed portion shall be paid. Retainages may also be kept by the City pursuant to Section III, paragraph C6 of the RFP. A. Covenant Against Contingent Fees The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business: For breach or violation of this warranty, City shall have the right to annul this Contract without liability or at its discretion, to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. B. Payment Does Not Imply Acceptance of Work The granting of any progress payment or payments by City, or the receipt thereof by the Contractor, shall not constitute in any sense acceptance of the work or of any portion thereof, and shall in no way lessen the liability of the Contractor to comply with this Contract. C. Prompt Payment of Subcontractors The Contractor is required to pay its subcontractors performing work related to this Contract for satisfactory performance of that work within 30 days after the Contractor's receipt of payment for that work from the City. The Contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractor's work is satisfactorily completed. RFP 10612 6. DURATION/TIME OF PERFORMANCI? This Contract shall be effective upon execution by the parties hereto. The Contractor shall commence work under this Contract effective 12:01 a.m., August 23, 2006, and shall continue in good faith and effort until this Contract expires at midnight on August 22, 2009. The City reserves the right to extend this Contract for two (2) additional one (1) year periods, upon thirty (30) days written notice to the Contractor prior to its expiration. 7. RESOLUTION OF DISPUTES OR BREACHES Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the City of Yakima Purchasing Manager. This decision shall be fmal and conclusive unless within ten (10) calendar days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the City Manager. In connection with said appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of this Contract while matters in dispute are being resolved. The final decision of the City Manager shall be binding upon the Contractor and the Contractor shall abide by the decision. The duties and obligations imposed by the Contract Documents and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 8. INDEPENDENT CONTRACTOR STATUS The Contractor and the City understand and expressly agree that the Contractor is an independent contractor in the performance of each and every part of this Agreement. The 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, the Contractor and its employees shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between the Contractor or any officer, employee or agent of the Contractor and the City. 9. INDEMNIFICATION AND HOLD HARMLESS A. Contractor shall at its sole expense protect, defend, indemnify and hold harmless the City, its elected officials, agents, officers and employees from any and all accidents, damages, losses, liens, Iiabilities, fines, penalties, claims, lawsuits, demands, actions, judgments, awards, costs and expenses arising directly or indirectly from or out of or relating to the Contractor's performance or non-performance of this Contract, whether singularly or jointly with others, its representatives, permittees, employees, contractors or subcontractors. Nothing herein shall be deemed to prohibit an indemnified party from participating in the defense of any litigation by its own counsel at its own expense. Such participation shall not under any circumstances relieve Contractor from its duty of defense against liability or of paying any judgment entered against such party. B. Contractor hereby affirms that the City and Contractor have specifically negotiated these provisions, as required by RCW 4.24.115, to the extent that it may apply. C. No action, error or omission, or failure to act by the City, its agents, officers, officials or employees, in connection with administering its rights, duties or regulatory functions related RFP 10612 to this Contract shall be asserted by Contractor, directly, indirectly or by way of seeking indemnification or as an assertion that the City has waived or is estopped to assert any municipal right hereunder, against the City, its boards, departments, divisions, officers, officials or employees. D. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend the City from claims and litigation brought against the City by employees or former employees of Contractor and, by mutual negotiation, Contractor hereby waives, as respects the City only, any immunity that would otherwise be available to Contractor against such claims or litigation under the worker's compensation provisions of Title 51 RCW. 10. INSURANCE A. The Contractor shall purchase from and maintain in a company or companies lawfully authorized and admitted to do business in the State of Washington possessing a Best's policyholder's rating of A- or better and a financial rating of no less than VII, and reasonably acceptable to City, the ,following insurance policies in no less than the amounts specified below. This insurance will name the City of Yakima, its elected officials, officers, agents, and employees; the Contractor, its consultants and employees; and any required governmental agencies as additional insureds for work performed under this Contract the Contractor's policy shall be designated primary coverage for both defense and indemnity, and any City policies or self insurance funds shall be excess. (1) Comprehensive General Liability, Bodily Injury and Property Damage Liability, including Premise and Operations, Independent Contractors, Protective Liability, Completed Operations and Products, Contractual, Combined Single Limit of at least $5,000,000.00 per occurrence. (2) Comprehensive Automobile Liability, Bodily Injury and Property Damage Combined Single Limit of at least $:5,000,000.00 for any and all vehicles used for administrative or other purposes to provide services pursuant to this Contract (except paratransit service vehicles insured by Section 10.1, below.) B. The insurance required by Section 10(A) above shall be written for not less than limits of liability specified herein or required by law, whichever coverage is greater. Coverages, written on an occurrence basis, shall be maintained without interruption from date of commencement of the work until date of final payment and termination of any coverage required to be maintained after final payment. C. In addition, the Contractor shall purchase and maintain insurance for claims under workers' compensation (industrial insurance), disability benefit and other similar employee benefit acts in the State statutory amount and Stop Gap Liability Insurance (Employer's' Contingent Liability Insurance) with coverage of at least $500,000.00 each occurrence/each accident. D. Before commencing work or exposure 'to loss can occur, and, in any event, as a condition of City executing this Contract, the Contractor shall furnish City with a copy of the applicable insurance certificates. If the Contract is executed, no payments will be due until all such certificates are furnished. All policies and certificates must be signed copies and shall contain a provision that coverages afforded under the policies cannot be materially altered (i.e., the coverages reduced, the limits decreased, or the additional insureds removed), allowed to expire, or canceled without first giving at least thirty (30) days' prior written notice by certified mail to City (any language RFP 10612 in the clause to the effect of "but failure to mail such notice shall impose no obligation or liability of any kind upon the company" shall be crossed out and initialed by the insurance agent). The Contractor shall furnish to City copies of any subsequently issued endorsements amending, modifying, altering, or restricting coverage of limits. Furthermore, such policies or certificates shall contain a clause verifying that the policy contains coverage for blanket contractual liability including both oral and written contracts and that the indemnification provisions of Section 9 are acknowledged. E. City's specification or approval of the insurance in this Contract or of its amount shall not relieve or decrease the liability of the Contractor. Coverages are the minimum to be provided and are not limitations of liability under this Contract, indemnification, or applicable law provisions. The Contractor may, at its expense, purchase larger coverage amounts. F. The Contractor shall ensure and require that subcontractors of any tier have insurance coverage to cover bodily injury and property damage on all operations and all vehicles owned or operated by subcontractors of any tier in conformance with the requirements of this Contract. G. If City is damaged by the failure of the Contractor to maintain any of the above insurance or to so notify City, then the Contractor shall bear all costs attributable thereto. 10.1 INSURANCE FOR PARATRANSIT SERVICE VEHICLES In accordance with Schedule 2 of the RFP, which the City hereby selects, the City shall provide General Liability. and Automobile Liability only for paratransit service vehicles operated by the Contractor pursuant to this Contract with limits of up to $12,000,000.00 per occurrence through the City's participation in the Washington State Transit Insurance Pool (WSTIP). Coverage is subject to WSTIP's approval and coverage is limited to those perils covered by WSTIP. Contractor will be solely responsible for a $5,000.00 deductible per occurrence for all vehicles covered by WSTIP, including vehicles leased from the City. This Section applies to all paratransit service vehicles used by the Contractor to provide services pursuant to this Contract, whether such vehicles are owned by the City or not. All vehicles insured through WSTIP must be used exclusively to provide paratransit services pursuant to this Contract and may not be used for any other purpose whatsoever. For vehicles that are not leased from the City, Contractor must obtain and pay for comprehensive and collision automobile insurance from another source with deductibles satisfactory to the City. The parties understand and agree that WSTIP and the City have the right to terminate the insurance provided by this Section with prior notice. If insurance through WSTIP is terminated, the parties will negotiate an addendum to this Contract addressing issues such as insurance and compensation. A. Paratransit Service Vehicle Drivers. Contractor shall obtain and furnish copies to the City of a driving abstract for each paratransit service vehicle driver prior to beginning services pursuant to this Agreement and on a minimum annual basis thereafter during the term of this Agreement. All new paratransit service vehicle drivers will be subject to review by WSTIP and/or the City prior to being permitted to operate any vehicle insured through WSTIP. The Contractor shall ensure compliance with WSTIP minimum requirements and WSTIP's "Best Practices." RFP 10612 11. PERFORMANCE BOND Prior to the effective date of this Contract, Contractor shall furnish to the City proof of the posting of a performance bond running to the City, with good and sufficient surety approved by the City, in the penal sum of One Hundred Thousand Dollars ($100,000), conditioned that Contractor shall well and truly observe, fulfill and perform each term and condition of this Contract. Contractor shall pay all premiums charged for said bond. Said bond shall be effective to continue obligation for the term of this Contract, including any extensions, and thereafter until Contractor or any successor or assign of Contractor has satisfied all of its obligations with the City that may have arisen from the acceptance of this Contract by Contractor or from its exercise of any privilege herein granted. Said bond shall contain a provision stating that said bond shall not be terminated or otherwise allowed to expire without thirty (30) days prior written notice having been provided to the City. The form and content of said bond and any associated documents shall be approved in advance by the City Attorney, or his or her designee. Contractor shall provide a duplicate copy of said bond to the City. Neither the provisions of this Section nor any performance bond accepted by the City pursuant thereto, nor any damages or other amounts recovered by the City thereunder, shall be construed to excuse faithful performance by Contractor or to limit liability of Contractor under this Contract either to the full amount of the performance bond or otherwise, except as otherwise provided herein. 12. TAXES If applicable, sales tax on this Contract as determined by the Washington State Department of Revenue will be added to the amounts due and the Contractor will be responsible for making payment of the tax to the State of Washington. All other taxes are the sole responsibility of the Contractor. 13. CIVIL RIGHTS REOUIREIv1ENTS A. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. B. Equal Emplovment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (1) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et IN ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, ,regulations, and. Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard RFP 10612 to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (2) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. C. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 14. CONTRACT WORK HOURS AND SAFETY STANDARDS A. 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 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. B. 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 $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph A of this section. C. Withholding for unpaid wages and liquidated damages. The City 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 B of this section. RFP 10612 D. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs A through D of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs A through D of this section. 15. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (1) The Contractor agrees to the comply with applicable transit employee protective requirements as follows: (a) General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions detennined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(ax2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. (b) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. 5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. (c) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C.§ 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. (2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. RFP 10612 16. RECYCLED PRODUCTS The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 17. ENERGY CONSERVATION The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. The Energy Conservation requirements apply to all of the Contractor's subcontractors. 18. CLEAN AIR AND WATER REQUIREMENTS A. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The Contractor agrees to report each violation to the City of Yakima ("City") and understands and agrees that the City will, in turn, report each violation as required to assure notification to FTA and the. appropriate EPA Regional Office. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. B. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq . The Contractor agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 19. DISADVANTAGED BUSINESS ENTERPRISE (DBE) A. This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 10 %. A separate contract goal has not been established for this procurement. B. The Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT -assisted contract. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the City deems appropriate. Each subcontract the Contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). C. The successful bidder/offeror will be required to report its DBE participation obtained through race -neutral means throughout the period of performance. RFP 10612 D. The Contractor must promptly notify the City whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the City. 20. DELEGATION AND ASSIGNMENT Neither party to this Contract may delegate the performance of any obligation to a third party unless mutually agreed in writing. This Contract cannot be assigned without the written consent of the other party. 21. REGULATIONS PURSUANT TO THE COPELAND "ANTI -KICKBACK ACT" The Contractor shall comply with the applicable regulations of the Secretary of Labor, U.S. Department of Labor, made pursuant to the so-called "Anti -Kickback Act" of June 13, 1934; Title 18 U.S.C. Section 874; and Title 40 U.S.C. Section 276c), and any amendments or modifications thereof, shall cause appropriate provisions to be inserted in subcontracts to ensure compliance therewith by all subcontractors subject thereto, and shall be responsible for the submission of affidavits required by subcontractors thereunder, except as said Secretary of Labor may specifically provide for reasonable limitations, variations, tolerances, and exemptions from the requirements thereof. 22. ACCESS TO RECORDS A. The Contractor agrees to provide the City, the FTA Administrator, the Comptroller General of the United States and/or any of their authorized representatives access to any books, bank statements, documents, papers, records, and computer databases of the Contractor which are related to this contract for the purposes of making audits, examinations, excerpts and transcriptions, including risk management and safety audits associated with the WSTIP insurance provided pursuant to Section 10.1 of this Agreement. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the City, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. RFP 10612 23. COMMUNICATIONS In cases where communication is required between the Contractor and City, such as further information, furnishing of specifications, providing notice of termination or renewal, or obtaining approval of proposed work, such communications from the Contractor shall be forwarded directly to: Sue Ownby, CPPO Purchasing Manager 129 No. 2°d St. Yakima, WA 98901 Email: sownby@ci.yakima.wa.us Communications from City to the Contractor shall be forwarded directly to: Al Coyner A-1 Tri -City Taxi, Inc. PO Box 2123 Pasco, WA 99302 24. MERGER This Contract sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all prior negotiations, discussions, agreements, and understandings between the parties as to the subject matter therein. There are no terms, conditions, or agreements with respect thereto, except as provided herein and no amendment or modification of this Contract shall be effective unless reduced to writing and executed by the parties. 25. GOVERNING LAW AND VENUE This Contract shall be governed by the laws of the State of Washington and any action to enforce the Contract shall be brought in Yakima County, Washington. 26. RIGHTS 1N DATA AND COPYRIGHTS/PATENTS The Contractor, without exception, shall indemnify and save harmless City and its employees from Liability of any kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of this Contract, including its use by City. If the Contractor uses any design, device, or materials covered by letters, patents, or copyright, it is mutually agreed and understood without exception that the proposal prices shall include all royalties or cost arising from the use of such design, device, or materials in any way involved in the work. 27. NO GOVERNMENT OBLIGATION TO THIRD PARTIES The City and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the City, Contractor, or any RFP 10612 other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 28. PROGRAM FRAUD AND FALSE OR FRAUDULENT CITY STATEMENTS AND RELATED ACTS A. The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of this Contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to this Contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud. Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. B. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. C. The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 29. SUSPENSION AND DEBARMENT This Contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Contractor is required to verify that none of the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Yakima. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. RFP 10612 30. FEDERAL PRIVACY ACT REQUIREMENTS The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 31. SEVERABILITY If a court of competent jurisdiction holds any part, term or provision of this Contract to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If any provision of this Contract is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed modified to conform to such statutory provision. 32. BUY AMERICA REQUIREMENTS If applicable, the Offeror and (if selected) Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Offeror/Contractor certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly.. 33. COUNTERPARTS This Contract may be executed in one or more counterparts, each of which shall constitute an original Contract but all of which together shall constitute one and the same instrument. 34. INTERPRETATION As a further condition of this Contract, City and the Contractor acknowledge that this Contract shall be deemed and construed to have been prepared mutually by each party and it shall be expressly agreed that any uncertainty or ambiguity existing therein shall not be construed against any party. RFP 10612 35. EMPLOYEE SOLICITATION Vendor, without the consent of City, shall not directly or indirectly solicit, influence, entice or hire or attemptto solicit, influence, entice or hire any employee of City to: (a) cease employment with City; or (b) do business related to a business connected with the Vendor's business during this Contract and for a period of three (3) years from the date on which this Contract terminates, or the work is accepted by City, whichever is earlier. City's employee shall be deemed to be related to or connected with a Vendor if such City employee becomes (a) a partner in a general or limited partnership or employee of a partnership, (b) a shareholder, officer, employee or director of a corporation, member, consultant or agent for the Vendor or any of Vendor's affiliates, subsidiaries or connected business. This subparagraph shall survive the termination of this Contract. This Contract is not restricted to any geographical area. Vendor recognizes and acknowledges that City's employees may receive training and other benefits from the contractual relationship with City because of City's assignment of employees to work in connection with Vendor's Contract. Vendor agrees the restrictions on soliciting, influencing, enticing or hiring City employees are reasonable. 36. INCORPORATION OF FTA TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1E 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 act, or refuse to comply with any City requests, which would cause the City to be in violation of the FTA terms and conditions. 37. TERMINATION A. Termination for Convenience. The City may terminate this Contract, in whole or in part, at any time by thirty (30) calendar days written notice to the Contractor when it is in the City's best interest. The Contractor shall be compensated in accordance with the terms of this Contract up to the effective date of termination. B. Termination for Default. If the Contractor fails to comply with any provision of this Contract, the City may terminate this Contract for default without notice. Termination for default shall be effected by delivering a notice of termination to the Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be compensated for services performed in accordance with the manner of performance set forth in this Contract subject to setoff for damages caused to the City. If, after termination for default, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the City. C. Opportunity to Cure. The City in its sole discretion may, in the case of termination for default, allow the Contractor an appropriate period of time, as determined by City, in which to cure the defect of service. In such case, the notice of termination will state the nature of the default, the time period in which cure is permitted, and other appropriate conditions. If the Contractor fails to remedy to the City's satisfaction the default of any of the terms, covenants, or conditions of this Contract within the stated period of time for remedy, the City may terminate this Contract without any further obligation to the Contractor. RFP 10612 D. Waiver of Remedies for any Breach. In the event the City elects to waive its remedies for any breach by the Contractor of any covenant, term or condition of this Contract, such waiver by City shall not Iimit City's legal remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. E. Remedies. A termination for convenience or default shall not in any way operate to preclude the City from pursuing all other available legal remedies against the Contractor and its sureties for default or breach of this Contract. F. Contractor's Right to Terminate. The Contractor may terminate this Contract, in whole, for any reason upon 120 calendar days written notice to the City. 38. SURVIVAL Any provision of this Contract that imposes an obligation after termination or expiration of this Contract shall survive the term or expiration of this Contract and shall be binding on the parties to this Contract. 39. CONTRACT EXECUTION SIGNED by the City Manager SIGNED by the Contractor , 20 04$ . r p (date) By: '4 � - _ . .\ R. A.`$ais, Jr. City Manager (77-75---6 ,20 (date) COMPANY NAME: C.7 By: Title: Disadvantaged Business Enterprise view a d Approval: Sue Ownby DBE Liaison Officer A 1-1hST: Debbie Moore City Clerk VEHICLE LEASE WITH THE CITY OF YAKIMA RFP 10612 THIS VEHICLE LEASE, hereinafter "Lease" is made and entered by and between the City of Yakima, a Washington municipal corporation, (hereinafter "City") and A-1 Tri -City Taxi, Inc. (hereinafter "Contractor"). WHEREAS, Contractor has been selected to provide paratransit transportation services to citizens certified unable to access the City's fixed -route transit system pursuant to City of Yakima Request for Proposals No. 10612 ("RFP"). WHEREAS, the City has selected to use a combination of Contractor's proposed Schedule 2 and Schedule 4 to ensure Contractor has sufficient vehicles to start-up by August 23, 2006. WHEREAS, the City finds it to be in the best interests of the public to lease vehicles to Contractor in accordance with the following terms and conditions in order for Contractor to provide such public services. NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, it is agreed by and between the City and Contractor as follows: 0. RFP. This Lease arises out of the Contract executed by the parties for the performance of paratransit services pursuant to the RFP (herein referred to as the "Paratransit Services Contract"), the RFP, and the Contractor's Proposal. The terms of this Lease supersede any inconsistent provisions in other documents as to the subject matter herein. Vehicles. The City hereby agrees to lease to Contractor those vehicles that are identified in EXHIBIT A, which is attached to this Lease and incorporated herein by this reference, for use by Contractor to provide paratransit services pursuant to the Paratransit Services Contract only. Vehicles may be added to and stricken from this list upon mutual written agreement. The City Manager of the City of Yakima shall have the authority to modify Attachment A on behalf of the City of Yakima. Contractor, not the City, shall be responsible for ensuring that it has sufficient vehicles, both accessible and sedans, to provide all paratransit services for the City, including an approximately 10% spare ratio. The vehicles provided by the City pursuant to this Lease are not intended to cover all of Contractor's vehicle needs and Contractor is expected and required to supply the remainder of vehicles necessary to comply with the RFP and Paratransit Services Contract. 11. Contractual Payment. Contractor agrees to pay the City a monthly rental charge of One Hundred Dollars ($100.00) per vehicle per month during the term of this Lease plus Washington State sales tax. The City shall present an invoice to Contractor at the conclusion of each month or whenever prudent for bookkeeping. Contractor shall pay the City no later than thirty (30) calendar days after receipt of the invoice. In the alternative, Contractor may choose to pay the rental charge through a deduction on its invoices to the City for paratransit services. The monthly rental charge for each vehicle RFP 10612 shall be prorated in the first and last month of use based on when the vehicle is picked up or returned. III. Term. This Lease shall be effective when executed by the parties and shall continue in existence as long as the Paratransit Services Contract is in effect, unless terminated earlier by the City as provided by Section XXI of this Lease. IV. Licensing and Titling. The vehicle titles will show the City as the Legal Owner and the Contractor as the Registered Owner. The Contractor will pay for title transfers, though they are exempt plates. V. Use of Vehicles. Contractor will use the vehicles solely for paratransit transportation for City of Yakima paratransit service recipients and for no other purpose. Contractor agrees that it will not use or permit the use of the vehicles so as to void any insurance covering same, or in a negligent manner, or permit the vehicles to become subject to any liens, charges, or encumbrances. Contractor shall keep satisfactory records with regard to the use of the vehicles and shall submit to the City upon request such information as is required in order to assure compliance with this section. If, during the term of this Lease, any vehicle is not used in the above-described manner, is used in a manner different from that described in this Lease, or is withdrawn from paratransit service, Contractor shall immediately notify the City. VI. Maintenance of Vehicles. 1. Contractor shall maintain the vehicles in good repair at all times. Ail services, materials and repairs required in connection with the use and operation of the vehicles, including but not limited to tires, brake shoes, belts, oil and other fluids shall be performed at Contractor's sole expense, provided however that if Contractor has maintained the vehicles as required by this Lease, then repairs to the engine, transmission and axles shall be at the City's sole expense. A condition inspection shall be conducted by Contractor, or its designated agent, prior to taking delivery of each vehicle. 2. The City requires the vehicles to be regularly serviced, including routine preventative maintenance every 5000 miles. At no time will the vehicle maintenance be less than the service recommended by the manufacturer. Contractor will provide the City the mileage for each of the vehicles by the tenth (10`h) day of the month following along with copies of weekly vehicle status checklists of the vehicles' fluid levels and tire status. 3. Contractor agrees to inspect and service the vehicles and replace parts, if necessary, at intervals and according to the requirements contained in the manufacturer's maintenance schedule. Contractor shall take the vehicles to an appropriate service and repair facility for any service and repair required, or use their own facilities if such facilities can be proven to be equivalent to a commercial shop. 4. Maintenance and service records, including original invoices (if applicable), shall be kept on file for each of the vehicles and be provided to the City upon the expiration or termination of this Lease. A copy of the RFP 10612 work order shall be submitted to the City after each routine preventive maintenance work performed by Contractor Copies of other service records shall be provided to the City upon request at any time. 5. Inspections are an important part of each vehicle's maintenance routine. Doing daily, weekly, and monthly inspections will allow early detection of problems. Contractor assumes the responsibility to ensure that scheduled inspections, at a minimum, are performed in accordance with the manufacturer's recommendations. 6. Any modification to the vehicles or the installation of additional equipment that requires mounting must be approved by the City in writing prior to installation. VII. Graphics. Contractor will apply their own logo or identification with telephone number by the use of magnetic signs or decals on the vehicles, subject to the City's approval. These identcations must be removed at the time of termination or expiration of this Lease without damage to the finish on the vehicles. VIII. Pick-up of Vehicles. It shall be the responsibility of Contractor to pick up the vehicles at the location designated by the City. The vehicles will have a full tank of fuel or full dual tanks if so equipped at the time of pick up. Contractor shall provide proof of insurance as specified in this Lease. IX. Requirements at Expiration or Termination. At the expiration or termination of this Lease, Contractor shall return the vehicles to the location specified by the City with a full tank of fuel or full dual tanks if so equipped and with the maintenance records for the rental period including original service and repair invoices or internal work orders. Contractor shall return the vehicles in the same condition as they were in at the inception of the Lease, ordinary wear and tear excepted. In the event a vehicle is not returned in such same condition, Contractor shall pay the City for the cost of restoring any vehicle to said condition. The City shall charge Contractor its cost of fuel to fill the tank(s) if the tanks must be filled. X. Vehicles Provided "As Is" and "With All Faults." The vehicles that are the subject of this Lease shall be provided on an "AS IS" and 'WITH ALL FAULTS" basis. The City makes no warranties of any kind whatsoever, express or implied, as to said vehicles and ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED. Notwithstanding any provision to the contrary, the terms of this section shall survive any expiration or termination of this Lease. A condition inspection shall be conducted by Contractor, or its designated agent, prior to taking delivery of each vehicle. Xl. Liability. 1. The City shall not be liable to Contractor or to anyone else for any liability, loss or damage of any kind, however caused or alleged to be caused, directly or indirectly by any of the vehicles; or as a result of the repair, maintenance, or equipment thereof, by any inadequacy thereof, or defect therein or by any incident in connection therewith, or interruption of service or use of any vehicle provided pursuant to this Lease, or from any RFP 10612 liability of any nature growing out of performance of this Lease on the part of Contractor, its officers, 'employees, contractors, or subcontractors. 2. To the maximum extent permitted by law, Contractor shall protect, indemnify, hold harmless and defend the City and its officials, agents, officers, and employees from all claims, actions, costs, damages and expenses of any nature whatsoever, including attorneys' fees, arising out of, resulting from or connected with the acts, errors or omissions of Contractor, its officials, assignees, agents, principals, sublessees, contractors, subcontractors, licensees, invitees, employees, or any person whomsoever under this Lease. 3. In the event that any lien is placed upon property of the City or any of its officers, principals, agents, or employees as a result of the acts, errors or omissions of Contractor or its officials, assignees, agents, sublessees, contractors, subcontractors, licensees, invitees, or employees, Contractor shall at once cause the same to be dissolved and discharged by giving bond or otherwise. The City will be notified in writing immediately of any such lien. 4. Notwithstanding any provision to the contrary, the terms of this section shall survive any expiration or termination of this Lease XII. Insurance. 1. All vehicles leased to the Contractor pursuant to this Lease will be insured by the City pursuant to Section 10.1 of the Paratransit Services Contract. In the event of damage to the leased vehicles that would ordinarily be covered by the vehicle owner's comprehensive or collision insurance, the City will repair and/or replace vehicles, when necessary, and as agreed- upon between the parties. XIII. Safety. Contractor shall ensure that the vehicles are maintained and operated in a safe and prudent manner and that all drivers comply with existing state, federal, and local laws regarding the operation of motor vehicles on the streets, roads, and highways of the state. Contractor shall comply with drug and alcohol testing requirements applicable to the City and its Transit operations. XIV. Independent Contractor. Contractor and the City understandand expressly agree that Contractor is an independent contractor in the performance of each and every part of this Lease. As an independent contractor, Contractor and its employees shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and/or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between Contractor and the City. XV. Remedies Cumulative. All remedies provided in this Lease are distinct and cumulative to any other right or remedy under this Lease or afforded by law or equity and may be exercised independently, concurrently, or successively. RFP 10612 XVi. No Conflict of Interest. Contractor represents that it does not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Lease. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Lease. XVII. Jlo City Obligation to Third Parties. No contract between Contractor and its contractors or subcontractors shall createany obligation or liability for the City with regard to this Lease without the City's specific written consent of such obligation or liability, notwithstanding its concurrence in, or approval of, or the awareness of any contract or subcontract or the solicitation thereof. Contractor hereby agrees to include this provision in all contracts it enters into for the employment of any individuals, procurement of any materials, or the performance of any work to be accomplished under this Lease. XVIII. Integration and Supersession. This Lease sets forth all of the terms and conditions relative to the lease of vehicles as provided herein. No amendment or modification of this Lease shall be effective unless reduced to writing and executed by the parties. XIX. Severability. 1. If a court of competent jurisdiction holds any part, term or provision of this Lease to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Lease did not contain the particular provision held to be invalid. 2. if any provision of this Lease is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 3. No controversy concerning any covenant or provision shall delay the performance of any other covenant or provision except as herein allowed. XX. Non -Waiver. The waiver by Contractor or the City of the breach of any provision of this Lease by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party from thereafter enforcing any such provision. XXI. Termination. The City may terminate this Lease with or without cause upon ninety (90) days written notice to the Contractor. Contractor shall be liable for any payments due up to the effective date of termination. )(XII. Cross -Default Provision. It is agreed between the parties that a default under this Lease may, at the option of the non -defaulting party, be considered a default under both this Lease and the Paratransit Service Contract. it is further agreed that a default under the Paratransit Service Contract may, at the option of the non -defaulting party, be considered a default under both the Paratransit Service Contract and this Lease. RFP 10612 XXIII. 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: Sue Ownby, Purchasing Manager 129 No. 2n° St. Yakima, WA 98901 Al Coyner A-1 Tri -City Taxi, Inc. P.O. Box 2123 Pasco, WA 99302 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. XXIV. Survival. Any provision of this Lease that imposes an obligation after termination or expiration of this Lease shall survive the term or expiration of this Lease and shall be binding on the parties to this Lease. XXV. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Washington. XXVI. Venue. The venue for any action to enforce or interpret this Lease shall lie in the Superior Court of Washington for Yakima County, Washington. XXVII. Authority. The person executing this Lease on behalf of Contractor represents and warrants that he or she has been fully authorized by Contractor to execute this Lease on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Lease. CITY OF YAKIMA CONTRACTOR By: By: ::��'c Dick Zais, City Ma`Kager Print Name: ro/A/65 z Dated: g" /S — O,(, Title: ,,eacS, ATTEST: By: 41---k--)-7'C Dated: / "� RFP 10612 EXHIBIT A LEASED VEHICLE LISTING Year Make Model V.I.N. # Mileage 1999 Ford E450 1FDXE40S2XHC25987 170272 1999 Ford E450 1FDXE40S2XHC25988 149804 1999 Ford E450 1FDXE40S6XHC25989 176533 1999 Ford E450 1FDXE40S2XHC34835 172621 1999 Ford E450 1FDXE40S4XHC34836 171450 1999 Ford E450 1FDXE40S7XHC34846 167007 1999 Ford E450 1FDXE40S7XHC25984 112443 1995 Dodge B-350 2B7KB31Z0SK565450 257115 1995 Dodge 13-350 2B7KB31Z36K559660 273842 1995 Dodge 8-350 2B7KB31Z8SK565454 268324 1995 Dodge 8-350 267K831ZXSK565455 261021 1994 Dodge B-350 2B7KB31Z7RK143914 280006 1994 Dodge B-350 2B7KB31Z9RK553887 335193 1996 Ford E-350 1FDJE30H8THA35934 250311 1996 Ford E-350 1FDJE30H9THA35943 241633 1995 Ford E-350 1FDJE30H4SHB78331 260471 1995 Ford E-350 1FDJE30H4SHB91659 239963 1995 Ford E-350 1FDJE30H2SHB91675 263518 CONTRACT AMENDMENT NO. 1 PROJECT: City of Yakima RFP No. 10612 DESCRIPTION: Dial -A -Ride Paratransit Transportation Services VENDOR: A-1 Tri -City Taxi, Inc. THIS CONTRACT AMENDMENT NO.1 is made and entered by and between the City of Yakima, a Washington municipal corporation (hereinafter "City") and A-1 Tri -City Taxi, Inc. (hereinafter "Contractor"). WHEREAS, City and Contractor executed a contract for Dial -A -Ride Paratransit Transportation Services on August 15, 2006 (hereinafter "Contract") providing for the service of Paratransit Transportation Services for the City pursuant to the above - referenced RFP; and WHEREAS, the parties have determined that it is in their mutual interest to modify said contract to be in compliance with Federal Transit Authority reporting requirements for Drug and Alcohol Testing; 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. As a new provision of this contract, Contractor will provide to the City, on a quarterly basis, written documentation of all Drug and Alcohol testing of employees covered under the Contract with the City. This documentation shall include a breakout of all pre-employment, random, post accident, return to duty, and reasonable suspicion tests. Contractor will also provide an end of year report containing a list of all employees and documentation of each employee who has completed Drug and Alcohol training during the previous year. This new reporting requirement shall be subject to the provisions on pages 17 — 19 of the above RFP labeled "Required Reporting". 2. Except as expressly modified herein, all other terms and conditions of the Contract shall remain in full force and effect. CITY OF YAKIMA: City Manager Date CONTRACTOR: Tri-City��ar' Print Name: ,f C_ CoyrvC Title: i4e6 S(.0 ATTEST: Zo —3 — a ? Date Date • • BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 10 For Meeting of: July 3, 2007 ITEM TITLE: A resolution authorizing execution of an Addendum to the A-1 Tri City Taxi, Inc. Contract and Vehicle Lease to provide Guaranteed Ride Home Vanpool Services for Yakima Transit's Vanpool Program SUBMITTED BY: Chris Waarvick, Director of Public Works Ken Mehin, Transit Manager CONTACT PERSON/TELEPHONE: Ken K. Mehin, 576-6415 SUMMARY EXPLANATION: The attached resolution authorizes an addendum to the contract with A-1 Tri City Taxi, Inc. to provide eligible vanpool participants a vehicle ride home in case of an emergency, illness, or unanticipated overtime required by a supervisor. This addendum meets legal requirements of Washington State's Commute Trip Reduction Law. The funding source for these services would customarily be from a CTR grant; however, A-1 Tri City Taxi, Inc. has agreed to provide these services without charge. Resolution X Other X (Specify) Addendum to existing Contract and Vehicle Lease Mail to (name and address): Funding Source: APPROVED FOR SUBMITTAL: b City Manager STAFF RECOMMENDATION: Staff respectfully requests the City Council to adopt the Resolution authorizing and directing the City Manager to execute an Addendum between the City of Yakima and A-1 Tri -City Taxi, Inc. to add guaranteed ride home vanpool services to the current contract and lease regarding the provision of paratransit services by A-1 Tri -City Taxi, Inc. BOARD/COMMISSION RECOMMENDATION: The City Council Transit Committee supports this service proposal. COUNCIL ACTION: Resolution adopted. RESOLUTION Na R-2007-97