HomeMy WebLinkAbout12/13/2011 04C Paratransit (Dial-A-Ride) Services Agreement with Medstar Cabulance, Inc. ,,,,\ a t,.. .fir r }}1 j jl
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT A
Item No. q (,
For Meeting of: December 13, 2011
ITEM TITLE: Resolution authorizing an agreement with Medstar Cabulance, Inc. for
paratransit (Dial -A -Ride) services.
SUBMITTED BY: Chris Waarvick, Director of Public Works
CONTACT PERSON/TELEPHONE: Ken Mehin, Transit Manager, 576 -6415
SUMMARY EXPLANATION:
City of Yakima Transit operates a public transit service for the benefit of residents of the City and its service area. Part
of the transit service includes the Dial -A -Ride program designed and operated to assist qualifying individuals in their
transportation needs as required by the federal Americans with Disabilities Act (ADA). Through a Request for Proposal
(RFP) process, Medstar Cabulance, Inc. was identified as a qualified provider of paratransit (Dial -A -Ride) services. The
City and Medstar Cabulance, Inc. have negotiated a Contract for these paratransit services, with service by the new
IIII provider to commence January 1, 2012. This item consists of a resolution authorizing the City Manager to execute the
new Dial -A -Ride Contract between the City of Yakima and Medstar Cabulance, Inc., and the accompanying Contract.
Resolution X Ordinance Other (specify)
Contract: X Mail to: Justin Bergener, P.O. Box 1325, Zillah, WA 98953
Contract Term: 3 years Amount: $1,044,820.00 Expiration Date: December 31, 2014
Insurance Required? Yes
Funding Source: Transit Operating Revenues Phone: Ken Harper 575 -0313
APPROVED FOR SUBMITTAL: 4. ¢6,04_... City Manager
STAFF RECOMMENDATION:
Adopt the Resolution approving the Contract with Medstar Cabulance, Inc.
BOARD /COMMISSION RECOMMENDATION:
The Council Utilities- Transportation Committee has been advised as to status of the proposals.
ATTACHMENTS:
Click to download
❑ Resolution - Dial -A -Ride Services Contract - Medstar Cabulance 2012 -2014
❑ Contract - Dial -A -Ride Service Contract - Medstar Cabulance, Inc. 2012 -2014
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RESOLUTION NO. R -2011-
A RESOLUTION authorizing the City manager to execute an agreement with Medstar
Cabulance, Inc. for paratransit (Dial -A -Ride) services.
WHEREAS, the City of Yakima (City) owns and operates public transit services for
the benefit of residents of the City and its service area; and
WHEREAS, the City, as part of the operation of transit services, provides
paratransit services to qualifying individuals through its Dial -A -Ride program, all as
required by the Americans with Disabilities Act (ADA); and
WHEREAS, the City has solicited proposals for providers of the Dial -A -Ride
service, and has determined that the proposal submitted by Medstar Cabulance, Inc. is
the acceptable proposal submitted by the most qualified proponent; and
WHEREAS, the City and Medstar Cabulance, Inc. have negotiated a Contract for
the provision of such paratransit services; and
WHEREAS, the City Council finds and determines that approval of such Contract
is in the best interests of residents of the City of Yakima, complies with federal ADA
requirements, and will promote the general health, safety and welfare, therefore:
• BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute and administer the Contract for
Dial -A -Ride services, by and between the City of Yakima and Medstar Cabulance, Inc., a
copy of which Contract is attached hereto as Exhibit "A" and by reference made a part
hereof.
ADOPTED BY THE CITY COUNCIL this 13 day of December, 2011.
ATTEST: Micah Cawley, Mayor
City Clerk
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• CONTRACT
TI -iIS CONTRACT is made between the CITY OF YAKIMA, WASHINGTON, a municipal corporation
of the State of Washington, as "City" and Medstar Cabulance Inc., located in Zillah, Washington as
"Contractor ". In consideration of these mutual terms and conditions, the parties covenant and agree as
follows:
1. PERFORMANCE
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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. C11106P" dated May 7,
2011, 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.
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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"
ill shall be interchangeable. .
3. CONTRACT DOCUMENTS; FEDERAL REQUIREMENTS •
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The City of Yakima Request For Proposals No. C1 1106P and the Contractor's proposal (to the extent
consistent with the City's documents) are hereby incorporated herein by this reference. In the event •
of conflicts or discrepancies among said documents, the order of authoritative priority shall he as
follows: this Contract; the request for proposals and addenda; and the Contractor's proposal. Specific
federal and state laws and the terms of this Contract, in that order respectively, supersede other •
inconsistent provisions. This Contract is on file in the Office of the Purchasing Manager, 129 No,
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2nd St., Yakima, Washington, 98901.
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Contractor shall at all times comply with all applicable State & Federal Transit Administration (FTA)
regulations, policies, procedures and directives, including without limitation those listed directly or by •
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reference in the Master Agreement between the City and FTA, as they may be amended or
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promulgated from time to time during the term of this Contract. Contractor's failure to so comply
shall constitute a material breach of this Contract.
4. SERVICE VEHICLES • •
The City will provide adequate and appropriate quantities and types of vehicles to meet the contract
need. The quantities and types of service vehicles currently in the City's inventory and available for
use are listed in Attachment I to the "Vehicle Lease with the City of Yakima," which lease is
appended to this Contract. Contractor will maintain and repair the service vehicles used in the
provision of Contractor's service consistent with the Contract Documents and in the Vehicle Lease
with the City of Yakima, which lease is executed as part of, and in conjunction with, this Contract.
The City reserves the right to replace such vehicles from time to time and to modify, amend, alter and
supplement Attachment I as necessary or appropriate.
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5. COMPENSATION
The City will pay Contractor in accordance with the payment schedule set forth below as full
compensation for all work performed under this Contract, subject to allowable additions and
deductions.
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Item Description Cost per trip •
1. Ambulatory: Per boarding for one (1) ambulatory passenger not $ 10.46
requiring a wheelchair lift- equipped vehicle.
2. Non Ambulatory: Per boarding for one (1) passenger requiring a $ 14.84
wheelchair lift- equipped vehicle. •
3. Ambulatory No - Show: Per boarding for trip when client refuses $ 4.72
trip or is not available for a scheduled trip.
.4. Non - Ambulatory No - Show: Per boarding for trip when client $ 4.72
refuses trip or is not available for a scheduled trip.
Contractor shall send its itemized invoice /billing to: City of Yakima, Accounts Payable, 129 North •
• 2nd St., Yakima, WA. 98901
Payment will be made within 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 111,
paragraph 9 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.
13. 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.
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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.
D. Price Increases •
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If requested by the Contractor in writing prior to August 1 of each year of the contract beginning
in 2011, the City will consider increasing the Contractor's trip rates per the Seattle- Tacoma-
Bremerton Consumer Price Index for Urban Wage Earners and Clerical Workers (CPi -W) 12-
month year over year period ending June 30 of the year of the request. Such rate will have fuel
and insurance costs subtracted since those costs are being paid by the City. The City, in its sole
discretion, will decide whether to approve or deny the rate increase request or any part thereof by
September 30. if approved, a rate increase shall take effect on January 1 of the following year.
Price increases for any other justifiable reason will be considered on a case -by -case basis. Price
increase requests will not be considered or granted until any outstanding financial reports have
been submitted to the City. .
6. TIME OF PERFORMANCE
The Contract shall be effective upon execution by the parties hereto. The Contractor shall
commence work under this Contract effective January 1, 2012, and shall continue in good faith
and effort until expiration on December 31, 2014. The City reserves the right to extend this
Contract for seven (7) additional one (1) year periods, and the Contract shall be automatically •
extended for each succeeding one year period unless the City provides written notice of non -
renewal at least sixty (60) days prior to the expiration of the then current term.
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7. CHARTER BUS REQUIREMENTS
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• The contractor agrees to comply with 49 USC 5323(d) and 49 CFR Part 604, which provides that
. recipients and subrecipients of FTA assistance are prohibited from providing charter service using
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federally funded equipment or facilities if there is at least one private charter operator willing and
able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service
provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract
from the provision of mass transportation.
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8. ENERGY CONSERVATION AND ENVIRONMENTAL REQUIREMENTS
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A. Environmental Protection. The Contractor agrees to comply with all applicable requirements of
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the National Environmental Policy Act of 1969, as amended (NEPA), 42 USC §§ 4321 through
4335; Executive Order No. 11514, as amended, "Protection and Enhancement of Environmental •
Quality," 42 USC § 4321 note; FTA statutory requirements at 49 USC § 5324(b); U.S. Council
on Environmental Quality regulations imposing requirements for compliance with the National ,
Environmental Policy Act of 1969, as amended, 40 CFR Part 1500 through 1508; joint Federal
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Highway Administration (FHWA) /FTA regulations, "Environmental .Impact and Related
Procedures," 23 CFR Part 771 and 49 CFR Part 622, and subsequent Federal environmental
protection regulations that may be promulgated. The Contractor agrees to comply with 23 USC •
§§ 139 and 326 as applicable, and implement those requirements in accordance with the
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provisions of joint FI -IWA /FTA final guidance, "SAFETEA -LU Environmental Review Process
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(Public Law 109 -59)," 71 Fed. Reg. 66576 el seg„ November 15, 2006, and any applicable
Federal directives that may be issued at a later date, except to the extent that FTA determines .
otherwise in writing.
B. Violating Facilities. The Contractor agrees to:
1. Refrain from using any violating facilities,.
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2. Report each violation to WSDOT and understands and agrees that WSDOT will, in turn,
report each violation to the FTA and to the appropriate EPA Regional Office.
3. Include these requirements in each subcontract exceeding $100,000 financed in whole or in
part with federal assistance provided by FTA.
9. CLEAN 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 USC 1251 et seq. The
Contractor agrees to report each violation to the Purchaser and understands and agrees that the
Purchaser will, in turn, report each violation as required to assure notification to FTA and the
appropriate EPA Regional Office.
13. 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.
10. CLEAN AIR
A. The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 USC §§ 7401 el seq. The Contractor agrees to
report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn,
report each violation as required to assure notification to FTA and the appropriate EPA Regional
Office. •
B. The Contractor also agrees to include these requirements in each subcontract exceeding $1 00,000
financed in whole or in part with Federal assistance provided by FTA.
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1 ] . FEI)ERAL "51 COIN" REQUIREMENTS.
To the extent required by the Federal Government, the Contractor agrees to comply with the
provisions of section 104 of the Presidential $1 Coin Act of 2005, 31 USC § 5112(p), so that the
Contractor's equipment and facilities requiring the use of coins or currency will be fully capable of
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accepting and dispensing $1 coins in the connection with that use. The Contractor also agrees to
display signs and notices denoting the capability of its equipment and facilities on its premises where •
coins or currency are accepted or dispensed, including on each vending machine
12. SCHOOL BUS OPERATIONS
Pursuant to 69 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance
may not engage in school bus operations exclusively for the transportation of students and school
personnel in competition with private school bus operators unless qualified under specified
exemptions. When operating exclusive school bus service under an allowable exemption, recipients,
and subrecipients may not use federally funded equipment, vehicles, or facilities.
13. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT •
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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.
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•_ i"•' ie - ,.y.4twk;ne`,x.»- :-= •i . ax.»#•k 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, as may be applicable. 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 — Yakima Transit 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
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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 (8) of this section.
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.
• 14. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
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A. The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by
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the Federal Government in or approval of the solicitation or award of the underlying contract,
absent the express written consent by the Federal Government, the Federal Government is not a
party to this contract and shall not be subject to any obligations or liabilities to the Purchaser,
Contractor, or any other party (whether or not a party to that contract) pertaining to any matter
resulting from the underlying contract.
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B. 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
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modified, except to identify the subcontractor who will be subject to its provisions. •
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15. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS & RELATED ACTS
A. The Contractor acknowledges, as may be applicable hereto, the provisions of the Program Fraud
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Civil Remedies Act of 1986, as amended, 31 USC § 3801 et seq. and U.S. DOT regulations,
"Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Project.
Upon execution of the underlying 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
the underlying 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
B. Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.
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• C. 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 USC § 5307, the Government reserves the
right to impose the penalties of 18 USC § 1001 and 49 USC § 5307(n)(I) on the Contractor, to
the extent the Federal Government deems appropriate.
D. 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.
16. TERMINATION
A. Termination for Convenience. The City may terminate this contract, in whole or in part, at any
time by no less than thirty (30) calendar days' advance 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. If either party has any property in its
possession belonging to the other party, each will account for the same, and dispose of it in the
manner the other directs.
B. Termination for Default. If the Contractor fails to perform in the manner called for in the
contract, or if the Contractor fails to comply with any other material provisions of the contract,
the City may terminate this contract for default. Termination shall be effected by serving a notice
of termination on the contractor setting forth the manner in which the Contractor is in default.
The contractor will only be paid the contract price for services performed in accordance with the
manner of performance set forth in the contract. •
If it is later determined by the City that the Contractor had an excusable reason for not
performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the
control of the Contractor the City after setting up a new delivery of performance schedule, may
allow the Contractor to continue work, or treat the termination as a termination for convenience.
C. Opportunity to Cure. The City in its sole discretion may, in the case of a termination for breach
or default, allow the Contractor 14 days in which to cure the defect. in such case, the notice of
termination will state the time period in which cure is permitted and other appropriate conditions. •
If Contractor fails to remedy to the City's satisfaction the breach or default of any of the terms,
covenants, or conditions of this Contract within the stated period of time for remedy, the City
shall have the right to terminate the Contract without any further obligation to Contractor. Any
such termination for default shall not in any way operate to preclude the City from also pursuing
all available remedies against Contractor and its sureties for said breach or default.
D. Waiver of Remedies for any Breach. In the event that the City elects to waive its remedies for
any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the
City shall not limit the City's remedies for any succeeding breach of that or of any other term,
covenant, or condition of this Contract
E. Contractor's Right to Terminate. The Contractor may terminate this Contract, in whole, for any
reason upon 120 calendar days' advance written notice to the City.
17. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION
This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is
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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.
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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.
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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. 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, as may be applicable hereto, 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.
18. PRIVACY ACT
A. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the
Contractor and its employees that administer any system of records on behalf of the Federal
Government under any contract:As may be applicable hereto, 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 USC § 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. .
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• 13. The Contractor also agrees to include these requirements in each subcontract to administer any .
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system of records on behalf of the Federal Government financed in whole or in part with Federal •
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assistance provided by FTA.
19. CIVIL RIGHTS REQUIREMENTS
A. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 USC § •
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2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 USC § 6102, section
202 of the Americans with Disabilities Act of 1990, 42 USC § 12132, and Federal transit law at •
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49 USC § 5332, the Contractor agrees that it will not discriminate against any employee or •
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applicant for employment because of race, color, creed, national origin, sex, age, or disability. In
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addition, the Contractor agrees to comply with applicable Federal implementing regulations and
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other implementing requirements FTA may issue.
B. Equal Employment Opportunity - The following equal employment opportunity requirements
• apply to the underlying contract:
I . Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights .
Act, as amended, 42 USC § 2000e, and.Federal transit laws at 49 USC § 5332, the Contractor
agrees to comply with all applicable equal employment opportunity requirements of U.S. •
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• Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor," 41 CFR Parts 60 el seq.,
(which implement Executive Order No. 11246, "Equal Employment Opportunity," as
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amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to
Equal Employment Opportunity," 42 USC § 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
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during employment, without regard to their race, color, creed, national origin, sex, or age.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of
pay or other forms of compensation; and selection for training, including apprenticeship. In
addition, the Contractor agrees to comply with any implementing requirements FTA may
issue.
2. Nondiscrimination on the Basis of Sex. The Contractor agrees to comply with all applicable
requirements of Title IX of the Education Amendments of 1972, as amended, 20 USC §§
1681 et seq. and with any implementing Federal regulations that prohibit discrimination on
the basis of sex that may be applicable. •
3. Nondiscrimination on the basis of Age. The Contractor agrees to comply with applicable
requirements of:
a. The Age Discrimination Act of 1975, as amended, 42 USC §§ 6101 el .veq., and with
implementing U.S. Health and Human Services regulations, "Nondiscrimination on the
Basis of Age in Programs and Activities Receiving Federal Financial Assistance ", 45
CFR Part 90, which prohibits discrimination on the basis of age.
• b. The Age Discrimination in Employment Act (ADEA) 29 USC §§ 621 through 634 and
with implementing U.S. Equal Employment Opportunity Commission (U.S. EEOC)
regulations, "Age Discrimination in Employment Act" 29 CFR Part 1625.
4. Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 USC § 12112, the Contractor agrees that it will comply with the requirements of
U.S. Equal Employment Opportunity. Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630,
pertaining to employment of persons with disabilities. In addition, the Contractor agrees to
comply with any implementing requirements FTA may issue.
•
C. Disabilities- Access. The City, as "Recipient" of federal funds, is obligated to comply with the
requirements of 49 USC § 5301(d) which state the Federal policy that the elderly and persons
with disabilities have the same rights as other persons to use mass transportation service and
facilities, and that special efforts shall be made in planning and designing those services and
facilities to implement said policy. The City, as Recipient of federal funds, is also obligated to
comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as
amended, 29 USC § 794, which prohibit discrimination on the basis of handicap; with the
Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC §§ 12101 et seq., which
•
requires the provision of accessible facilities and services to be made available to persons with
•
disabilities; and the Architectural Barriers Act of 1968, as amended, 42 USC §§ 4151 et seq,
•
which requires that buildings and public accommodations be accessible to persons with
disabilities and with other laws and amendments thereto pertaining to access for individuals with
disabilities that may be applicable. hn addition, the Recipient agrees to comply with applicable
implementing Federal regulations and any later amendments thereto, and agrees to follow
applicable Federal directives except to the extent FTA approves otherwise in writing. Among
•
those regulations and directives are the following: U.S. DOT regulations, "Transportation
Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; U.S. DOT regulations,
"Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting
from Federal Financial Assistance," 49 CFR Part 27; Joint U.S. Architectural and Transportation
Barriers Compliance Board U.S. DOT regulations; "Americans with Disabilities (ADA)
Accessibility Specifications for Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38;
U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local
Government Services," 28 CFR Part 35; U.S. DOJ regulations, "Nondiscrimination on the Basis
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of Disability by Public Accommodations and in Commercial Facilities," 28 CFR Part 36; U.S.
GSA regulations, "Accommodations for the Physically Handicapped," 41 CFR Subpart 101 -19;
U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630; U.S. Federal
Communications Commission regulations, "Telecommunications Relay Services and Related
Custom Premises Equipment for the Hearing and Speech Disabled," 47 CFR Part 64, Subpart F;
U.S. Architectural and Transportation Barriers Compliance Board (ATBCB) regulations,
"Electronic and Information Technology Accessibility Standards" 36 CFR Part 1194; FTA
regulations, "Transportation for Elderly and Handicapped Persons," 49 CFR Part 609; and
Federal civil rights and nondiscrimination directives implementing the foregoing regulations,
•
except to the extent the Federal Government determines otherwise in writing.
For purposes of the foregoing provisions, the parties recognize and agree that the Contractor will
not be deemed to operate a "service facility" accessible to clients of the City's paratransit service.
Such facility will be used by employees of the Contractor to provide administrative services for
the performance of this agreement, with incidental visits by City administrative staff to oversee
•
performance of this agreement. Contractor will comply with all applicable accessibility standards
pertaining to like professional office uses within the City of Yakima, but shall not thereby assume
any liability or responsibility for the City's required compliance with the mass transportation
•
accessibility standards for services and facilities set forth in the preceding paragraph. In the event •
any agency with jurisdiction issues a final order determining that the administrative office facility
of Contractor is a "service facility" of the paratransit service operated by City, and thus subject to •
construction of any additional improvement within or upon the Contractor's office facility to
achieve compliance with any applicable accessibility standard described above, the City shall
• either: (a) construct such improvement at its cost; (b) allow Contractor to negotiate such
improvement with the owner of the property, undertake the construction of such improvement
with the prior written approval of the City, and receive reimbursement of Contractor's costs •
therefor from the City; or (c) the City may provide alternate administrative office space for
Contractor upon terms acceptable to Contractor and the City.
Notwithstanding the above, Contractor shall perform the services set forth in this agreement in
compliance with City's directives to achieve and assure compliance with the City's obligation to
•
provide required accessibility to its services and facilities.
•
D. Access to Services for Persons with Limited English Proficiency. The City is directed to
•
comply with the policies of Executive Order No. 13166, "improving Access to Services for
Persons with Limited English Proficiency," 42 USC § 2000d -1 note, and with provisions of U.S.
DOT Notice "DOT Policy Guidance Concerning Recipients' Responsibilities to Limited English
Proficiency (LEP) Persons," 70 Fed. Reg. 74087, December 14, 2005. Contractor will cooperate •
with City in its efforts to comply with such directives, and will comply with any directives or •
procedures issued by City to achieve or maintain compliance with such policies. •
1. Environmental Justice. The City is directed to comply with the policies of Executive Order
No. 12898, "Federal Actions to Address Environmental Justice in Minority populations and Low -
Income Populations ", 42 USC § 4321 note; and DOT Order 5620.3, "Department of
Transportation Actions to address Environtnental Justice in Minority Populations and Low -
Income Populations," 62 Fed, Reg. 18377 et seq., April 15, 1997, except to the extent that the
Federal Government determines otherwise in writing. Contractor will cooperate with City in its
efforts to comply with such directives, and will comply with any directives or procedures issued
by City to achieve or maintain compliance with such policies.
F. Other Nondiscrimination Statutes.. The Contractor agrees to comply with all applicable
•
provisions of other Federal laws, regulations, and directives pertaining to and prohibiting
•
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discrimination and other nondiscrimination statute(s) that may apply to the Project including •
chapter 49.60 RCW.
20. BREACHES AND DISPUTE RESOLUTION
.A. Disputes - Disputes arising in the performance of this Contract which are not resolved by
•
agreement of the parties may be decided in writing by the authorized representative of Yakima •
Transit, If this process is invoked by mutual written agreement of the parties, this decision shall
be final and conclusive unless within ten (10) days from the date of receipt of its copy, the
Contractor mails or otherwise fu a written appeal to the Transit Manager. In connection
with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer
evidence in support of its position. The decision of the Transit Manager shall be binding upon the
Contractor and the Contractor shall abide be the decision, unless within fourteen (14) days from
the receipt of its copy of the Transit Manager's decision, the Contractor delivers to the Transit
Manager a written notice of appeal of such decision. The notice of appeal may request that the
parties jointly submit the issue to resolution through mediation or non- binding arbitration
•
pursuant to subsection C below; provided that this dispute resolution process shall not preclude
any party from seeking redress in court for any such dispute on a de novo basis.
B. Performance During Dispute - Unless otherwise directed by Yakima Transit Contractor shall
continue performance under this Contract while matters in dispute being resolved.
C. Claims for Damages - Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of his employees, agents or others
for whose acts he is legally liable, a claim for damages therefore shall be made in writing to such
other party within a reasonable time after the first observance of such injury or damage.
All claims, counterclaims, disputes and other matters in question between the City and the
Contractor arising out of or relating to this agreement or its breach will be submitted to mediation
or decided by non- arbitration, if the parties mutually agree, or, upon the election of either party
and notwithstanding the dispute resolution provisions of this Section 20, in a court of competent
jurisdiction within the State in which the City is located.
D. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the
rights and remedies available there under shall be in addition to and not a limitation of any duties,
obligations, rights. and remedies otherwise imposed or available by law. No action or failure to
act by the City or Contractor shall constitute a waiver of any right or duty afforded any of them •
under the Contract, nor shall any such action or failure to act constitute an approval of or •
acquiescence in any breach there under, except as may be specifically agreed in writing.
21. LIQUIDATED DAMAGES
•
A. General Provisions
The Contractor agrees to pay the City liquidated damages for specific events identified below.
These liquidated damages are not a penalty for nonperformance but an estimate of the damages to
the City caused by virtue of such nonperformance. The City and the Contractor agree that such
damages are very difficult to accurately estimate because of numerous factors, including delay,
inconvenience to the City and to City customers, staff time, and damage to the public service;
further, the parties agree that the liquidated damages .stated below are reasonable forecasts of all
factors now known and available for consideration relating to the damages caused.
The rights of the City to liquidated damages are in addition to all of the other rights and remedies
the City has pursuant to the contract and by law. The City may elect to waive its right to
liquidated damages.
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. B. Procedure For Assessment
. 1. Before assessing liquidated damages, the City shall determine whether the failure to meet the
contract standard could reasonably have been prevented by the Contractor. Failures caused
by inaccurate or untimely communication by the City, natural disasters, or extreme and •
unusual weather, or unusual traffic conditions shall not be considered preventable by the
Contractor,
2. If the City determines that the failure could have been prevented by the Contractor, the City
will provide not less than ten (10) business days' advance written notice to the Contractor of
the incident and of its intent to assess liquidated damages. If the Contractor requests a .
. meeting, the City will meet with the Contractor to discuss the incident prior to assessing
liquidated damages. •
3. The Contractor authorizes the City, any time after such meeting and to the fullest extent .
permitted by law, to set off and apply any liquidated damages assessed by the City to any and
all sums due and owing the Contractor held by the City and /or accrued under the contract.
• C. Assessments
1. Vehicle Accident /Serious Incident - $1,000 per at fault and preventable vehicle accident or
serious incident (e.g., wheelchair tip -over, lost customer, verified claim of abuse of customer,
customer injuries requiring medical attention, etc.).
2. Untimely Report of Vehicle Accident /Serious Incident - $1,000 per failure to file with
Yakima - Transit a written report of a vehicle accident or serious incident within 24 hours of
• occurrence.
3. Passenger Complaints - $100 per failure to respond in writing within three business days to
a customer complaint or inquiry, when such complaint or inquiry is presented in writing by
Yakima Transit for Contractor's response.
4. Missed Trip - $100 per missed trip due to factors within the control of the Contractor, after a •
grace period of 90 days from date of commencement of Contractor's service under this
•
Agreement.
5. Late Trip - $25 per trip that is 16 to 30 minutes late due to factors within the control of the
Contractor. $50 for trips 31 minutes or more late, after a grace period of 90 days from date of
commencement of Contractor's service under this Agreement.
6. Fraudulent Data - $500 for each incident of fraudulent data reported, i.e., indicating arrival
while still en route to avoid being late. •
7. Failed Vehicle Inspection - $500 for each vehicle failing to pass an inspection if the City •
judges there was gross inattention or negligence in keeping vehicles properly maintained.
8. Late Submission of Financial Reporting — In addition to the 5% retainage in Section 4 of
this Agreement, $1,000 for failing to submit required Annual CPA Internal Financial Reports .
(Cash Flow, Balance Sheet, Income Statement). Additional $50 per day until submitted.
9. Late Submission of Drug & Alcohol Reports - $500 for failure to submit required Drug and
Alcohol Reports, with annual report to be filed on or before March 1 of each year. Additional
$50 per day until submitted.
22. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS
A. Contract Work Hours and Safety Standards Act. The Contractor shall comply with, and shall
require the compliance by each subcontractor at any tier, any applicable employee protection
•
requirements for non- construction employees as defined by the Contract Work Hours and Safety
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Standards Act, as amended, 40 USC § 3701 et seq., and specifically, the wage and hour
requirements of section 102 of that Act at 40 USC § 3702 and USDOL regulations, "Labor
Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted
Construction (also Labor Standards Provisions Applicable to Non - construction Contracts Subject
to the Contract Work Hours and Safety Standards Act)" at 29 CFR. Part 5; and the safety
requirements of section 107 of that Act at 40 USC § 3704, and implementing U.S. DOL
regulations, "Safety and Health Regulations for Construction," 29 CFR Part 1926.
B. Fair Labor Standards Act. The Contractor agrees that the minimum wage and overtime
provisions of . the Fair Labor Standards Act, as amended, 29 USC §§ 201 et seq., apply to
employees performing work involving commerce, and apply to any local government employees
that are public transit authority employees. The Contractor shall comply with the Fair Labor
Standards Act's minimum wage and overtime requirements for employees performing work in
connection with the Project.
C. Public Transportation Employee Protective Agreement. To the extent required by Federal
Law, the Contractor agrees to implement the Project in accordance with the terms and conditions
that the U.S. Secretary of Labor has determined to be fair and equitable to protect the interests of
any employees affected by the Project and that comply with the requirements of 49 USC § 5333
(b), in accordance with the USDOL guidelines, "Section 5333(b), Federal Transit Law," 29 CFR
Part 215 and any amendments thereto. These terms and conditions are identified in USDOL's •
certification of public transportation employee protective arrangements to FTA. The Contractor
agrees to implement the Project in accordance with the conditions stated in that USDOL
certification, which certification and any documents cited therein are incorporated by reference
and made part of this AGREEMENT, The Contractor also agrees to comply with the terms and
conditions of the Special Warranty for the Non - urbanized Area Program that is most current as of •
the date of execution of this AGREEMENT and any alternative comparable arrangements
specified by USDOL for application to the Project, in accordance with USDOL guidelines,
"Section 5333(b), Federal Transit Law," 29 CFR Part 215, and any revision thereto.
D. The Contractor also agrees to include any applicable requirements in each subcontract involving
transit operations financed in whole or in part with Federal assistance provided by FTA.
23. ETHICS
A. Bonus or Commission. The Contractor affirms that it has not paid, and agrees not to pay, any
bonus or commission to obtain approval of its application for federal financial assistance for this
Project.
13. Relationships with Employees and Officers of WSDOT. The Contractor shall not extend any
loan, gratuity or gift of money in any form whatsoever to any employee or officer of WSDOT,
nor shall the Contractor rent or purchase any equipment and materials from any employee or
officer of WSDOT. •
C. Employment of Former WSDOT Employees. The Contractor hereby warrants that it shall not
engage on a full -time, part -time, or other basis during the period of this AGREEMENT, any
professional or technical personnel who are, or have been, at any time during the period of this
AGREEMENT, in the employ of WSDOT without written consent of WSDOT.
D. Restrictions on Lobbying. The Contractor agrees to:
•
1. Comply with 31 USC § 1352(a) and will not use Federal assistance to pay the costs of
influencing any officer or employee of a Federal agency, Member of Congress, officer of
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Congress or employee of a member of Congress, in connection with making or extending the
Grant AGREEMENT or Cooperative Agreement; and
2. Comply, and assure compliance by each subcontractor at any tier, each lessee at any tier and
each sub - recipient at any tier, with applicable requirements of U.S. DOT regulations, "New
Restriction on Lobbying," 49 CFR Part 20, modified as necessary by 31 USC § 1352; and
•
3. Comply with federal statutory provisions to the extent applicable prohibiting the use of
Federal assistance Funds for activities designed to influence Congress or a state legislature on
legislation or appropriations, except through proper, official channels.
4. The parties understand that the above restrictions on Iobbying apply to any transaction,
subcontract, lease, or sub - recipient of federal funds expending or receiving over $100,000 per
transaction. The parties will cooperate in any transaction using federal funds that exceed this
threshold to assure compliance as appropriate.
24, DISADVANTAGED ENTERPRISE (DBE)
A. As may be applicable hereto, this contract is subject to the requirements of Title 49, Code of
•
Federal Regulations, Part 26, Participation by Disadvantaged Business. Enterprises in
•
Department of Transportation Financial Assistance Programs. The national goal for participation
of Disadvantaged Business Enterprises (DBE) is 10 %. Yakima Transit's overall goal for DBE
participation is 0 %.
•
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13. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the
• performance of this contract. The contractor. shall carry out applicable requirements of 49 CFR
Part 26 in the award and administration of this DOT- assisted contract. Failure by the contractor
to carry out these requirements is a material breach of this contract, which may result in the •
termination of this contract or such other remedy as Yakima Transit deems appropriate. Each
•
subcontract the contractor signs with a subcontractor must include the assurance in this paragraph
(see 49 CFR § 26.13(b)).
C. The successful offeror will be required to report its DBE participation obtained through race -
neutral means throughout the period of performance
D. The contractor is required to pay its subcontractors performing work related to this contract for •
satisfactory performance of that work no later than 30 days after the contractor's. receipt of
payment for that work from the Yakima Transit. In addition, those subcontractors within 30 days
•
• after incremental acceptance of the subcontractor's work by the Yakima Transit and contractor's
receipt of the partial retainage payment related to the subcontractor's work.
•
E. The contractor must promptly notify Yakima Transit whenever a DBE subcontractor performing •
work related to this contract is terminated or fails to complete its work, and must make good faith
efforts to engage another DBE subcontractor to perform at least the same amount of work. The
contractor may not terminate any DBE subcontractor and perform that work through its own
forces or those of an affiliate without prior written consent of Yakima Transit.
25. DRUG AND ALCOHOL TESTING
. A. Contractor Drug and Alcohol Program The Contractor agrees to establish, implement, and
enforce a drug and alcohol testing program that complies with 49 CFR Part 40 and 49 CFR Part
655, each as may be applicable hereto, and permit any authorized representative of the United
States Department of Transportation, Federal Transit Administration, or the City of Yakima to
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inspect the facilities and records associated with the implementation of the drug and alcohol
testing program and review the testing process.
B. Contractor Drug and Alcohol Policy: Contractor shall develop, maintain, and communicate a
drug and alcohol policy and its requirements to all affected employees, which includes all safety-
sensitive positions (supervisors, mechanics, drivers, and dispatchers). If the employer chooses,
they may model their policy after the City of Yakima's Substance Abuse Policy. This policy
shall require the contractor to remove safety - sensitive employees from safety - sensitive duties
when the Medical Review Officer (MRO) notifies the contractor that there may be issues with the
test results until the results are received from the MRO. The policy shall also have discipline
procedures for positive drug or alcohol test results.
C. Training Requirements: Contractor shall provide training for all affected employees and all
supervisors, including:
1. A minimum of one hour training per year for all employees performing safety - sensitive
functions and supervisors on the effects and consequences of drug and alcohol use on
personal health, safety, and the work environment and the signs and symptoms that may
indicate prohibited drug use or alcohol misuse.
•
2. A minimum of 120 minutes per year for all supervisors in determining reasonable suspicion,
which must consist of a minimum of one hour on the physical, behavioral, and performance
indicators of probable drug use and at least one hours training on the physical, behavioral,
speech, and performance indicators of probable alcohol misuse.
3. Reasonable Suspicion training for Managers, Supervisors, Dispatchers, or any other front -line
employees responsible for making reasonable suspicion drug /alcohol testing referrals of
employees who perform safety - sensitive job functions.
4, 'Training on the risks associated with the use of prescription and over - the - counter drugs.
These training requirements should be considered minimums and, under their own authority, the
Contractor is urged to exceed these requirements and provide additional training to educate their
employees. •
•
D. Testing Requirements: The Contractor shall complete pre - employment, reasonable suspicion,
post accident, random, return to duty, and follow -up drug and alcohol testing, as well as
conducting previous employer record checks for all applicants seeking safety - sensitive positions.
Random testing rates for drugs and alcohol shall be in compliance with rates established annually
by the Federal Transit Administration. The Contractor shall follow all rules related to "direct
observation" as it relates to return to duty and follow up testing. The Contractor should consider
these testing requirements as minimums and may, under their own authority, establish additional
criteria for drug and /or alcohol testing their employees
E. Recordlceeping: The Contractor shall maintain all documentation that includes: a breakout of all
pre - employment, random, post accident, return to duty, and reasonable suspicion drug an alcohol
tests; and, a year -end report listing all employees and documentation of each employee who has
• completed drug and alcohol training during the last year.
The Contractor further agrees to certify annually, in the manner required by applicable law, its
compliance with 49 CFR Parts 40 and 655 before December 31 every year and submit DOT
required Management information System (MIS) reports before March 1 to the City of Yakima's
Designated Employee Representative or Human Resource Manager. To certify compliance, the
Contractor shall use the "Substance Abuse Certifications” in the "Annual List of Certifications
•
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and Assurances for Federal Transit Administration Grants and Cooperative Agreements,"
published annually in the Federal Register. •
Recordkeeping and reporting shall include, but not be limited to: the testing process, return -to-
duty process, employee training, annual reports (DAMIS), policy statement, training records,
credentials of service agents, contractor oversight documents, random selection process,
individual testing records, previous employer consent forms, post accident records, reasonable
suspicion test records, test results, and test refusals. This applies to the Contractor, their sub-
contractors, and service agents. •
Drug and alcohol records must be maintained separate from all other employee records and the
•
Contractor must maintain confidentiality of all drug and alcohol program records and limit access
to these testing records. .
F. Program Monitoring: The Contractor is subject to monitoring by the City of Yakima. If the
contractor uses different drug and alcohol facilities than the one the City of Yakima uses, the
Contractor shall complete program monitoring to ensure the testing facility, medical review
officer, breath alcohol technician, and substance abuse professional follow the requirements set
forth in 49 CFR Part 40.
G. Other: In addition to the information above, the following applies to this agreement:
I. Contractor shall not use drug and alcohol service agents or subcontractors except under prior
written consent by the City of Yakima. All requirements for the Contractor shall apply to city
approved subcontractors with the exception that subcontractors must deliver submittals to the
S Contractor.
. Contractor shall comply with the Drug -Free Workplace Act of 1988, which includes on-going
training and awareness to all employees:
3. Contractor shall be responsible for the costs of establishing and maintaining the required drug
and alcohol program and for all costs related to defending drug and alcohol program's claims
• and actions and fees or penalties.
•
4. Contractor shall not allow an employee or prospective employee related to this contract to •
operate a vehicle, supervise vehicle operators, or dispatch operators until negative pre-
.•
employment drug and alcohol test results are received from the testing facility or medical
•
review officer.
26. 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.
No officer or employee of WSDOT shall be personally liable for any acts or failure to act in
connection with this AGREEMENT, it being understood that in such matters they are acting solely as
agents of WSDOT.
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27. 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,
Iiens, liabilities, 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 negligent or
wrongful performance or non - performance of this Contract, whether singularly or jointly with
others, its representatives, permittees, employees, contractors or subcontractors, except for such
loss or damage arising from the negligence or willful misconduct of the City. 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. For occurrences covered and paid by insurance pursuant to
sections 28 or 29 below, or as otherwise available and applicable, Contractor's duty to defend and
indemnify herein shall be offset by any amount received by City from such insurance. •
B. Contractor hereby affirms that the City and Contractor have specifically negotiated these
provisions, as required by RCW 4.24.1 15, 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 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, or employees.
D. To the maximum extent permitted by Law, and to the extent necessary to fulfill the
indemnification provisions set forth above 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 RCW Title 51.
28. INSURANCE FOR PARATRANSIT SERVICE VEHICLES — ACCIDENTS - DAMAGES
For the benefit of Contractor, 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 $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 listed as an additional insured under such policy, and
such policy shall be deemed primary for the coverage provided. The City shall provide to Contractor •
a certificate of insurance evidencing said coverage and policy limits, together with a copy of the
additional insured endorsement attached to the policy, prior to the commence of services by
Contractor hereunder, which certificate shall further provide that Contractor shall be entitled to
receive not less than 120 days' advance written notice of any cancellation or alteration of said
insurance. For vehicles leased from the City, the contractor will be solely responsible for the first
•
$5,000 per occurrence for repairs to the vehicle, whether caused by comprehensive or collision -type
perils.
Because the City is paying for the insurance for the vehicles the Contractor is using, accidents where
the Contractor's employees are determined to be at fault shall not exceed 1.0 accident for every l
100,000 miles driven in a given year; nor exceed an average of 0.65 accidents for every 100,000
miles driven over a three -year period. Contractor also shall maintain accident losses below $0.10 per
mile driven averaged over a three -year period. Loss rates above $0.10 averaged over a three -year
period are considered a breach of contract and City may terminate the contract upon such an event. •
16 •
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Anticipated payouts may be considered in determining whether or not the Contractor has breached the
agreement. Provided, however, that the accident loss provisions of this section shall have no
applicability to or effect upon the existence or validity of insurance coverage provided herein for the
benefit of Contractor for any loss arising hereunder, unless and until such coverage has been duly
cancelled as provided elsewhere herein.
As an additional remedy, and without limiting the City's rights to declare a breach of contract as set •
forth above, the City may assess liquidated damages against Contractor for any vehicle accident
deemed by the City to be preventable by the Contractor's employee in the amount of $1,000 per •
accident pursuant to Section 13(F) of this Contract. Any election by the City to assess actual
damages or liquidated damages pursuant to this paragraph shall not be construed 'as a waiver or
limitation on the City's right to declare a breach of contract and terminate the contract as set forth in
this section.
29. INSURANCE FOR ADMINISTRATIVE VEHICLES
Automobile Liability for Contractor's administrative vehicles in the amount of $1,000,000 combined
single limit will still be required. The City of Yakima, its agents, elected and appointed officials,
volunteers and employees are to be listed as additional insureds under the policies.
•
The contractor will provide a Certificate of Insurance to the City as evidence of coverage. A copy of •
the additional insured endorsement attached to the policy will be included with the certificate.
The contractor shall also maintain workers compensation through the State of Washington, as
required by applicable law.
•
• If at any time during the life of the contract or any extension, the contractor fails to maintain the
required insurance in full force and effect, all work under the contract shall be discontinued
immediately. Any failure to maintain the required insurance may be sufficient cause for the City to
terminate the contract.
Contractor shall not use a City vehicle for a purpose other than transporting Dial -a -Ride passengers or
maintenance of the vehicle. •
This certificate of insurance shall be provided to the Purchasing Manager, prior to commencement of
this work.
30. SAFE OPERATION OF MOTOR VEHICLES
As applicable, Contractor is encouraged to comply with the following provisions:
Executive Order No. 13043, "increasing Seat Belt Use in the United States," 23 USC § 402 note.
Contractor is encouraged to adopt and promote on -the -job seat belt use policies and programs for
personnel that operate company -owned vehicles.
•
Executive Order No. 13513, "Federal Leadership on Reducing Text Messaging While Driving," and •
DOT Order 3902.10, "Text Messaging While Driving." Contractor is encouraged to adopt and •
enforce workplace safety policies to decrease crashes caused by distracted drivers including policies
to ban text messaging while driving. Contractor is also encouraged to conduct workplace safety
initiatives in a manner commensurate with its size.
31. WAIVER OF SUBROGATION
The parties hereby mutually release each other from liability and waive all right of recovery against
each other for any loss from perils insured against under their respective insurance contracts,
including any extended coverage endorsements thereto, provided, that his paragraph shall be
•
17
•
inapplicable to the extent that it would have the effect of invalidating any insurance coverage
otherwise applicable.
32. PERFORMANCE BOND
Within 30 days of execution of contract, Contractor will be required to submit a performance bond or
an Irrevocable Letter of Credit, in an amount of One Hundred Thousand Dollars ($100,000), which
bond shall be provided by a firm licensed to do business in Washington or a Letter of Credit issued by
a commercial bank located within the State of Washington and acceptable to City.
The performance bond or letter of credit will be renewed for each year during the term of the contract.
In the event that the bonding company or bank requires an executed contract prior to insurance of the
required performance Bond or Letter of Credit, Contractors will be required to:
A. Show evidence in the term of a letter from the bonding company of the capacity of the Proposer
to be bonded or from the bank of the capacity of the Proposer to issue a Letter of Credit.
B. The contract will be subject to receipt of a performance bond or letter of credit within 30 days of
execution of contract.
33. 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.
34, 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. Contractor may assign this contract with the prior written consent of the City, which consent
shall not be unreasonably withheld, for an assignment that occurs (a) to an entity in which the
transferring party, or the owners of the transferring party, own more than 50% of the assets of the
transferee entity, or (b) as part of a transfer of all or substantially all of the assets of the transferring
party to any party.
35. 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
USC Section 874; and Title 40 USC Section 3145, 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.
36. AUDITS, INSPECTION, AND RETENTION OF RECORDS • A. Submission of Proceedings, Contracts, Agreements, and Other Documents. During the
course of the Project and for six (6) years thereafter, the Contractor agrees to retain intact and to
provide any data, documents, reports, records, contracts, and supporting materials relating to the
Project as WSDOT may require. Reporting and record- keeping requirements are set forth in 49
CFR Part 18 or 19, whichever is applicable. Project closeout does not alter these recording and
record - keeping requirements. Should an audit, enforcement, or litigation process be commenced,
but not completed, during the aforementioned six -year period then the Contractor's obligations
•
18
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•
hereunder shall be extended until the conclusion of that pending audit, enforcement, or litigation
process.
13. General Audit Requirements. The Contractor agrees to perform the financial and compliance •
audits required by the Single Audit Act Amendments of 1996, 31 USC §§ 7501 et seq. As.
provided by 49 CFR § 18.26 or 19.26, whichever is applicable, these audits must comply with
OMB Circular A -133, Revised, "Audits of States, Local Governments, and Non -Profit
Organizations," and the latest applicable 0M13 A -133 Compliance Supplement provisions for the
U.S. DOT, and any further revision or supplement thereto. The Contractor agrees that audits will
• be carried out in accordance with U.S. General Accounting Office "Government Auditing .
Standards ". The Contractor agrees to obtain any other audits required by the Federal Government
or WSDOT. Project closeout will not alter the Contractor's audit responsibilities. •
Notwithstanding the above, the parties understand that a "single audit" of Contractor's .
expenditures pursuant to the Single Audit Act is not required unless the Contractor expends more
than $500,000 of federal funds in any one year. In the event the parties' understanding is
mistaken, or if Contractor is compelled by final decision of any agency with jurisdiction to cause
a single audit to be performed due exclusively to the services performed and compensation
received under this Agreement, then the City shall (a) cause the single audit to be performed at its
sole cost and expense, or (b) reimburse Contractor for the expense of the single audit, provided
•
that the City has prior to the audit given written approval of the auditor and authorization to
proceed. City's obligation to pay for such audit or reimburse Contractor for such cost of audit
shall not apply where any single audit is required because the Contractor received and expended
federal funds from any source other than from City under this Agreement. •
37. Inspection. The Contractor agrees to permit WSDOT, the State Auditor, the United States
• Department of Transportation, and the Comptroller General of the United States, or their authorized
representatives, to inspect all Project work materials, payrolls, and other data and records, and to audit
the books, records, and accounts of the Contractor and its subcontractors pertaining to the Project. E-
VERIFY COMPLIANCE
The City of Yakima supports the Federal immigration, Reform and Control Act of 1986, as amended.
"Fhe City requires that all contractors or business entities that contract with the City for the award of
any City contract for public works in excess of Five Thousand Dollars ($5,000), or any other city
contract in excess of Two Thousand Five Hundred Dollars ($2,500), enroll in the E- Verify program
or its successor, and thereafter to verify its employees' proof of citizenship and authorization to work
in the United States.
E-Vcrify will be used for newly hired employees during the term of the contract ONLY: it is NOT to
be used for existing employees.
The Vendor must remain enrolled in the program for the duration of the contract and be responsible
for verification of every applicable subcontractor. Prior to starting work, the contractor shall sign an
E- Verify Declaration that will he provided by City Purchasing.
38. FEDERAL CHANGES
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and
directives, including without limitation those listed directly or by reference in the Master Agreement
between Purchaser and FTA, as they may be amended or promulgated from time to time during the
• term of this contract. Contractor's failure to so comply shall constitute a material breach of this
contract.
39. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (FTA
Circular 4220.1E)
19
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 4220.1 E, 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 Yakima Transit requests which
would cause Yakima Transit to be in violation of the FTA terms and conditions.
40. OWNERSHIP RIGHTS
Contractor recognizes that the information and data that it will be storing could contain confidential
client information. As such, Contractor shall take all reasonable steps to protect the confidentiality of
the information that it stores for the City and shall not disseminate such information (a) to any third
• party without a confidentiality agreement in place with such third party and /or (b) unless appropriate
to comply with the law or with legal process or authorities. Contractor recognizes that the
information transmitted to it by the City shall remain the property of the City. At the expiration of
this Agreement, Contractor does hereby agree that it shall return all data to the City in a readable
format from the date of last save by the Contractor.
41. 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 to the City and from City to
the Contractor shall be forwarded directly to:
To City: To Contractor (Medstar Cabulance Inc):
Sue Ownby, CPPO Justin Bergener
Purchasing Manager CEO
129 No. 2nd St. PO Box 1325
'Yakima, WA 98901 Zillah, WA. 98953
Email:
sownby@ci.yakima.wa.us justin dJgomedstar,com
42. 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.
43. 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.
44. SEVERAI3ILITY
•
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.
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•
•
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•
If any provision of this Contract is in direct conflict with any statutory provision of the State of
Washington, that provision shall be deemed modified to conform to such statutory provision.
45. 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.
46. 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.
47. EMPLOYEE SOLICITATION
Vendor, without the consent of City, shall not directly or indirectly solicit, influence, entice or hire or
attempt to 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 Vendor 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.
48. 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.
49. CONTRACT EXECUTION .
CITY OF YAKIMA MEDSTAR CABULANCE, INC.
By: By: ' • ' / . A "I
Donald B. Cooper, City Manager Justin : er ener, CEO
Dated: Dated: Z. S U
ATTEST:
•
By: Date:
Deborah K. Kloster, City Clerk
III
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0
City Contract No.
Resolution No.
Disadvantaged Business Enterprise
Review and Approval:
' Sue Ownby DBE Liaison Officer •
ilo
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VEHICLE LEASE WITH THE CITY OF YAKIMA
THIS VEIHCLI; LEASE, hereinafter "Lease" is made and entered by and between the City of . •
Yakima, a Washington municipal corporation, (hereinafter "City ") and Medstar Cabulance, Inc., located
in Zillah, Washington (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. 1 1 106P.
WHEREAS, the City finds it to be in the best interests of the public to lease vehicles to
Contractor in accordance with the following terms and conditions in order for Contractor to provide such
public services.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set
forth herein, it is agreed by and between the City and Contractor as follows:
A. Vehicles. The City hereby agrees to lease to Contractor those vehicles that are identified in •
. EXHIBIT A, which is attached to this Lease and incorporated herein by this reference, for use by •
•
Contractor to provide paratransit services pursuant to City of Yakima Request for Proposals No.
•
.1 1 106P (hereinafter "REP "). Vehicles may be added to and stricken from this list upon mutual .
•
written agreement. The Transit Manager of the City of Yakima shall have the authority to modify
Exhibit A on behalf of the City of Yakima. •
[3. 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; provided,
•
however, that no monthly rental charge shall be assessed or paid for any vehicle that is driven less
•
than 500 miles in that month. The City shall present an invoice to Contractor at the conclusion of •
each month or whenever prudent for bookkeeping. Contractor shall pay the City within thirty
(30) calendar days of receipt of the invoice. The monthly rental charge for each vehicle shall be •
prorated in the first and last month of use based on when the vehicle is picked up or returned.
•
C. Term. This Lease shall be effective when executed by the parties and shall continue in existence
as long as the City of Yakima Request for Proposals No. 11 106 Contract between the parties is in
effect, unless terminated earlier by the City as provided by Section U of this Lease.
D. Licensing and Titling. The vehicle titles will show the City or Washington State Department of
•
Transportation (WSDOT) as legal owner, and the City as registered owner. All paratransit
vehicles have Exempt license plates. •
E.. 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. 1f, 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.
i
P. 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
0 .
23
1
identifications must be removed at the time of termination or expiration of this Lease without
damage to the finish on the vehicles.
G. Maintenance of Vehicles.
1. Contractor shall maintain the vehicles in good repair at all times. All services, materials and
repairs required in connection with the use and operation of the vehicles, including but not
limited to tires, brake shoes, belts, oil, and other fluids shall be performed 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 5,000 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 (loth) 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 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.
•
1 -1. 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.
I. 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 •j
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.
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•
..
. ..
... .
...- .• +,- »•w....,.vs' -- H a... .., -s..s .a,. .-.- ..,.wµti.^.M« ... .. ... a t4 •
J. 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 slakes 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.
K. 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 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 per•rnitted 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, except for such loss or damage
• arising from the negligence of willful misconduct of the City. •
•
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.
L. Insurance, INSURANCE FOR PARATRANSI'I' SERVICE VEIIICLES: For the benefit of •
•
•
Contractor, 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. For vehicles leased from the City, the contractor will be solely
responsible for the first $5,000 per occurrence for repairs to the vehicle, whether caused by
comprehensive or collision -type perils. .
The parties hereby mutually release each other from liability and waive all right of recovery
against each other for any loss from perils insured against under their respective insurance
contracts, including any extended coverage endorsements thereto, provided, that his paragraph
shall be inapplicable to the extent that it would have the effect of invalidating any insurance
coverage otherwise applicable.
M. 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
II
25
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's Transit operations.
N. Independent Contractor. Contractor and the City understand and 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.
O. Remedies Cumulative. Al] 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.
•
P. 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.
Q. No City Obligation to Third Parties. No contract between Contractor and its contractors or
subcontractors shall create any obligation or liability for the City with regard to this Lease
without the City's specific written consent of such obligation or liability, notwithstanding its
concurrence in, or approval of, or the awareness of any contract or subcontract or the solicitation
thereof. Contractor hereby agrees to include this provision in all contracts it enters into for the
employment of any individuals, procurement of any materials, or the performance of any work to
be accomplished under this Lease.
R. Integration and Supersession.. This Lease is executed as part of, and in conjunction with, the
Contract between the parties for paratransit transporation services dated November 1, 2011, and
is subject to the provisions of such Contract. This Lease and such Contract set forth all of the •
terms and conditions relative to the lease of the vehicles as provided herein. No amendment or
modification of this Lease shall be effective unless reduced to writing and executed by the parties.
S. 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, the lease 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.
T. 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.
U. Termination. The City may terminate this Lease with or without cause upon no Tess than thirty
(30) days written notice to the Contractor. Contractor shall be liable for any payments due up to
•
the effective date of termination.
26
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V. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to
the parties to their addresses as follows:
To City: To Contractor (Medstar Cabulance):
Sue Ownby, CPPO Justin Bergener
Purchasing Manager CEO
129 No. 2nd St. PO Box 1325
Yakima, WA 98901 Zillah, WA. 98953
Email: sownby @ci.yakima.wa.us justin@gomedstar.com
or to such other addresses as the parties may hereafter designate in writing. Notices and /or
demands shall be sent by registered or certified mail, postage prepaid or hand delivered. Such
notices shall be deemed effective when mailed or hand delivered at the addresses specified above.
W. 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.
X. Governing Law. This Lease shall be governed by and construed in accordance with the laws of
the State of Washington.
Y. Venue. The venue for any action to enforce or interpret this Lease shall lie in the Superior Court
of Washington for Yakima County, Washington.
Z. 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.
EXECUTION
CITY OF YAKIMA CONTRAC OR a •dstar Cabulance Inc.)
By: By: 411
Donald B. Cooper, City Manager Justin Ber_ * er, CE• P
Dated: Dated: 12- 2-° I I
ATTEST:
By: Date:
Deborah K. Kloster, City Clerk
City Contract No.
Resolution No.
Disadvantaged Business Enterprise
Review and Approval:
•
27
Sue Ownby DBE Liaison Office
Resolution No
28
0
ATTACHMENT I
LEASED VEHICLE LIST
_ Vehicle ID Year Make Model VIN Lift Equip. (yes /no) :
1602 2006 Ford Taurus 1FAFP53U56A136294 No
1603 2006 Ford Taurus 1FAFP53U66A105846 No
1604 2006 Ford Taurus 1FAFP53U86A105847 No .
1605 2006 Ford Taurus 1 FAFP53U76A 167157 No •
1606 2006 Ford Taurus IFAFP53U96A211563 No
•
1625 2007 Ford Taurus 1FAFP53U67A143756 No
2284 2004 Chevy Venture 1GBDX23E24D266879 Ramp
2288 2005 Chevy Venture 1GBDV13E45D150651 Ramp
2330 2008 Chevy Uplander 1GBDV13W48D161047 Ramp
•
•
2331 2008 Chevy Uplander 1 GBDV 13 W08D 162437 No
2332 2008 Chevy Uplander 1GBDV13W48D160349 No
2333 2008 Chevy Uplander IGBDV13W58D161039 No
233.4 2008 Chevy Uplander 1GBDV13W48D161503 No
2335 2008 Chevy Uplander 1GBDV13W38D161685 No
•
2336 2008 Chevy Uplander 1GBDV13W98D162243 No
2356 2010 Dodge Grand Caravan SE 2D4RN4DE9AR405516 Ramp
2357 2010 Dodge Grand Caravan SE 2D4RN4DE0AR405517 Ramp •
3215 1996 Ford E350 Super Duty IFDJE301 Lift
3216 1996 Ford E350 Super Duty IFDJE301 19THA35943 Lift
3218 1999 Ford E450 Super Duty I PDXE40S2X} 1C25987 Lift
• 3219 1999 Ford E450 Super Duty IFDXE40S4X}[C25988 Lift
3221 1999 Ford E450 Super Duty 1FDXE40S2XHC34S35 Lift
3222 1999 Ford E450 Super Duty IFDXE40S4XHC34836 Lift
3223 1999 Ford E450 Super Duty 1 FDXE40S7XHC34846 Lift •
3233� 1999 Ford E450 Super Duty 1FDXE40S6X1H1C34837 Lift _
3234 1999 Ford E450 Super Duty 1 FDXE40SXXHC34839 Lift .•
3235 1995 Ford E450 Super Duty 1 FDXE40S6XHC34840 Lift
3236 2002 Ford E450 Super Duty ' 1FDXE45S72HA36057 Lift
3237 2002 Ford E450 Super Duty 1FDXE45S72HA36060 Lift
3238 2002 Ford E450 Super Duty 1FDXE45S92HA36061 Lift
3239 2002 Ford E450 Super Duty 1FDXE45S02HA36062 Lift
•
3240 2002 . Ford E450 Super Duty 1FDXE45S221 Lift
3241 2002 Ford E450 Super Duty 1FDXE45S0214A38149 Lift
•
3242 2002 Ford E450 Super Duty 1FDXE45S02HA38152 Lift
3256 2001 Ford E450 Super Duty 1FDXE45F711 Lift •
3257 2001 Ford E450 Super Duty 1FDXE45F9111A88047 Lift
3258 2001 Ford E450 Super Duty 1FDXE45F71HB88048 Lift
_3276 2010 Ford E450 Super Duty 1FDFE45S89DA90674 Lift
3277 2010 Ford E450 Super Duty 1FDFE45S49DA84886 Lift
3278 2010 Ford E450 Super Duty 1FDFE45S69DA90673 Lift
3284 2010 Ford E450 Super Duty • 1 FDFE4FSXADA78979 Lift
3285 2010 Ford _ E450 Super Duty 1 FDFE4FS6ADA78980 Lift
•
•
III . ,
29