HomeMy WebLinkAboutR-2021-148 Resolution authorizing an agreement with the Washington State Department of Transportation to fund the Yakima Ellensburg Commuter ServiceRESOLUTION NO. R-2021-148
A RESOLUTION authorizing an agreement with the Washington State Department
of Transportation to fund the Yakima/Ellensburg Commuter.
WHEREAS, since November 2011, the City of Yakima has participated in
providing the Yakima/Ellensburg Commuter; a bus service connecting the City of Yakima
with the City of Ellensburg; and
WHEREAS, the City of Yakima, Central Washington University, City of Selah,
City of Ellensburg and the Washington State Department of Transportation (WSDOT)
have all participated in funding the Yakima/Ellensburg Commuter; and
WHEREAS, for the July 1, 2021 — June 30, 2023 grant -funding period, WSDOT
has awarded funding in the amount of $496,660 to the City of Yakima fowards the
Yakima/Ellensburg Commuter service; and
WHEREAS, in order to receive funding for this program, it is necessary for the
City of Yakima and WSDOT to enter into Grant Agreement PTD0248 setting forth the
terms, conditions, and requirements to fund the program; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to enter into Grant Agreement PTD0248
with the Washington State Department of Transportation, attached hereto and
incorporated herein, for funding the Yakima/Ellensburg Commuter.
ADOPTED BY THE CITY COUNCIL this 16th day of November, 2021.
ATTEST:
C
Sonya Cia
T e, City Clerk
Patricia Byer, Mayor
411116.
� Washington State
�I/ Department of Transportation
Public Transportation Division
310 Maple Park Avenue S.E.
P.O. Box 47387
Olympia, WA 98504-7387
WSDOT Contact: Linda Howell
WSDOT E-mail: howell(&wsdot.wa.aov
WSDOT Phone: 509-543-3316
Consolidated Grant Program
Operating Grant Agreement
Agreement Number
PTD0248
Contractor: City of Yakima
dba Yakima Transit
2301 Fruitvale Blvd.
Yakima, WA 98902-1225
Contact: Alvie Maxey
Email: Alvie.maxey@Yakimawa.gov
Term of Agreement
July 1, 2021 through June 30, 2023
Vendor #
SWV00071220 2
CFDA #
20 509 5311 Formula Grants for Rural
Areas and Tribal Transit
DUNS
78212651
Service Area
Yakima and Kittitas Counties
THIS AGREEMENT, entered into by the Washington State Department of Transportation, hereinafter
"WSDOT," and the Contractor identified above, hereinafter the "CONTRACTOR," individually the
"PARTY" and collectively the "PARTIES."
WHEREAS, the State of Washington in its Sessions Laws of 2021, Chapter 333 Section 220
authorizes funding for Public Transportation Programs and other special proviso funding as identified
in the budget through its 2021-2023 biennial appropriations to WSDOT; and
WHEREAS, the CONTRACTOR has requested funds for the project(s) or program(s) shown under the
heading titled "Funding by Project" (hereinafter known as the "Project(s)") which has been selected by
WSDOT for funding assistance.
NOW THEREFORE, in consideration of the terms, conditions, covenants, and performances
contained herein, or attached and incorporated and made a part hereof, IT IS MUTUALLY AGREED
AS FOLLOWS:
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Funding by Project
ProjectTitle:
UPIN #
Scope of Work:
Section 1
SCOPE OF WORK AND BUDGET
Commuter Operations Assistance
PTCO011
Sustain commuter transportation service for the general public between
Yakima and Ellensburg with a stop in Selah.
Funds
Federal Award
Identification #
Current
Percentage
Current Funds
Projected
Funds
Total Current
and Projected
Funds
Competitive Rural Mobility
N/A
6%
$ 52,330
$ 52,330
FTA 5311
WA-2020-132
50%
$ 444,330
$ 444,330
Contractor's Funds
N/A
44%
$ 392,000
$ 392,000
Total Project Cost
100%
$ 888,660
$ -
$ 888,660
0..#J a#. Current F nil fl
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u s re ecl total funding appropriated vy the Was ling on State tegis attire for the
Project in the 2021-2023 biennium.
Page 2 of 15
Section 2
Purpose of Agreement
A. The purpose of this AGREEMENT is for WSDOT to provide funds to the CONTRACTOR for
public transportation services that meet the needs of persons in the State of Washington.
B. If this AGREEMENT includes any funding with federal funds, in addition to the requirements
of Sections 1 through 34 of the AGREEMENT the CONTRACTOR will also comply with all
requirements imposed by, or pursuant to 49 USC chapter 53, all other applicable federal laws,
regulations and requirements and the requirements set forth in Exhibit I, Federal Provisions for this
AGREEMENT that Includes Federal Funds (Grant Agreement), which is attached hereto and by
this reference incorporated into this AGREEMENT, "Federal Provisions ."
Section 3
Scope of Project
The CONTRACTOR shall undertake and complete the Project described and detailed in Section 1.
The CONTRACTOR shall operate the service within the service area described in Section 1, in
accordance with the terms and conditions of this AGREEMENT.
Section 4
Term of Agreement
The CONTRACTOR shall commence, perform, and complete the work identified under this
AGREEMENT within the time defined in the caption space header titled "Term of Agreement" on
this AGREEMENT regardless of the date of signature and execution of this AGREEMENT, unless
terminated as provided herein.
Section 5
General Compliance Assurance
The CONTRACTOR agrees to comply with all instructions as prescribed in WSDOT's Consolidated
Grants Program Guidebook, hereinafter referred to as the "Guidebook", and any amendments
thereto, found at https://www.wsdot.wa.qov/transit/qrants/apply-manage-your-grant, which by this
reference is fully incorporated herein.
Section 6
Contractor's Share of Project Costs
A. The Total Project Cost shall not exceed the amounts detailed in Section 1. The
CONTRACTOR agrees to expend eligible funds, together with any Contractor's Funds allocated for
the Project, in an amount sufficient to complete the Project. The CONTRACTOR agrees to expend
eligible funds, together with other funds allocated for the Project, in an amount sufficient to complete
the Project as detailed in Section 1. If at any time the CONTRACTOR becomes aware that the cost
of the Project will exceed or be Tess than the amount identified in Section 1, the CONTRACTOR
shall notify WSDOT in writing within thirty (30) calendar days of making that determination. Nothing
in Section 6(A), shall preclude the requirements specified in Section 7 (B) for payments at the end
of the biennium.
B. Minimum Match: The CONTRACTOR is required to provide a minimum match of funds for
the Project as identified in Section 1, indicated as Contractor's Funds.
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Section 7
Reimbursement and Payment
A. Payment will be made by WSDOT on a reimbursable basis for actual costs and expenditures
incurred, while performing eligible direct and related indirect Project work during the life of the
Project. Payment is subject to the submission to and approval by WSDOT of properly prepared
invoices that substantiate the costs and expenses submitted by CONTRACTOR for reimbursement.
Failure to send in progress reports and financial information as required in Section 9 —Reports may
delay payment. The CONTRACTOR shall submit an invoice detailing and supporting the costs
incurred. Such invoices may be submitted no more than once per month and no less than once
per year, during the course of this AGREEMENT. If approved by WSDOT, properly prepared
invoices shall be paid by WSDOT within thirty (30) days of receipt of the invoice.
B. State Fiscal Year End Closure Requirement (RCW 43.88): The CONTRACTOR shall
submit an invoice for completed work in the same state fiscal period in which the work was
performed. As defined in RCW 43.88, the state fiscal period starts on July 1 and ends on June 30
the following year. Reimbursement requests must be received by July 15 of each state fiscal period.
If the CONTRACTOR is unable to provide an invoice by this date, the CONTRACTOR shall provide
an estimate of the expenses to be billed so WSDOT may accrue the expenditures in the proper
fiscal period. Any subsequent reimbursement request submitted will be limited to the amount
accrued as set forth in this section. Any payment request received after the timeframe prescribed
above will not be eligible for reimbursement.
Section 8
Assignments and Subcontracts
A. The CONTRACTOR shall submit to WSDOT a copy of any contract, amendment, or
change order thereto pertaining to this Project for review and documentation. This includes any
completed Project facilities and/or infrastructure under this AGREEMENT, or other actions
obligating the CONTRACTOR in any manner with any third party with respect to its rights and
responsibilities under this AGREEMENT, including any leasing and/or lending the Project or any
part thereof to be used by anyone not under the CONTRACTOR's direct supervision.
B. The CONTRACTOR agrees to include all applicable sections of the AGREEMENT such as
Section 5, Sections 8 through 18, Section 21 and Section 24 of this AGREEMENT in each
subcontract and in all contracts it enters into for the employment of any individuals, procurement of
any materials, or the performance of any work to be accomplished under this AGREEMENT.
Section 9
Reports
A. The CONTRACTOR shall prepare quarterly reports regarding services provided pursuant
to this AGREEMENT and other related information as prescribed in the Guidebook, and any
amendments thereto, whichever is applicable, or as requested by WSDOT. Due to Legislative and
WSDOT reporting requirements, any required quarterly progress reports shall be submitted for the
duration of the AGREEMENT period regardless of whether the underlying funding sources have
been exhausted. Post -grant annual performance reporting may also be required as prescribed in
the aforementioned guidebook. Those reports include, but are not limited to:
1. Project Passenger Trips Provided
2. Project Service Hours Provided
3. Project Revenue Service Miles Provided
4. Narrative Progress Report
5. Financial Status/Summaries of the Project.
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B. This subsection applies only to projects that are receiving Transit Coordination, Tier, or
Regional Mobility grant funds. In addition to the requirements from subsection A, the
CONTRACTOR shall submit a mutually agreeable Performance Measurement Plan to WSDOT.
C. Remedies for Misuse or Noncompliance. If WSDOT determines that the Project has
been used in a manner materially different from Section 1, WSDOT may direct the CONTRACTOR
to repay WSDOT the State funded share of the Project. WSDOT may also withhold payments
should it determine that the CONTRACTOR has failed to materially comply with any provision of
this AGREEMENT.
Section 10
No Obligation by the State Government
No contract between the CONTRACTOR and its subcontractors shall create any obligation or
liability for WSDOT with regard to this AGREEMENT without WSDOT's specific written consent,
notwithstanding its concurrence in, or approval of, the award of any contract or subcontract or the
solicitations thereof.
Section 11
Personal Liability of Public Officers
No officer or employee of WSDOT shall be personally liable for any acts or failure to act in
connection with this AGREEMENT, it being understood that in such matters they are acting solely
as agents of WSDOT.
Section 12
Ethics
A. 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 CONTRACTOR knowingly rent or purchase any equipment and materials from
any employee or officer of WSDOT.
B. 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.
Section 13
Compliance with Laws and Regulations
The CONTRACTOR agrees to abide by all applicable state and federal laws and regulations
including but not limited to, those concerning employment, equal opportunity employment,
nondiscrimination assurances, project record keeping necessary to evidence compliance with such
federal and state laws and regulations, and retention of all such records. The CONTRACTOR will
adhere to all applicable nondiscrimination provisions in chapter 49.60 RCW. Except when a federal
statute or regulation preempts state or local law, no provision of the AGREEMENT shall require the
CONTRACTOR to observe or enforce compliance with any provision, perform any other act, or do
any other thing in contravention of state or local law. If any provision or compliance with any
provision of this AGREEMENT violate state or local law, or would require the CONTRACTOR to
violate state or local law, the CONTRACTOR agrees to notify WSDOT immediately in writing.
Should this occur, WSDOT and the CONTRACTOR agree to make appropriate arrangements to
proceed with or, if necessary, expeditiously, terminate the Project.
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Section 14
Environmental Requirements
The CONTRACTOR agrees to comply with all applicable requirements of chapter 43.21C RCW
"State Environmental Policy Act" (SEPA).
Section 15
Accounting Records
A. Project Accounts. The CONTRACTOR agrees to establish and maintain for the Project
either a separate set of accounts or separate accounts within the framework of an established
accounting system that can be identified with the Project. The CONTRACTOR agrees that all
checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining
in whole or in part to the Project shall be clearly identified, readily accessible and available to
WSDOT upon request, and, to the extent feasible, kept separate from documents not pertaining to
the Project.
B. Documentation of Project Costs and Program Income. The CONTRACTOR agrees to
support all allowable costs charged to the Project, including any approved services contributed by
the CONTRACTOR or others, with properly executed payrolls, time records, invoices, contracts, or
vouchers describing in detail the nature and propriety of the charges. The CONTRACTOR also
agrees to maintain accurate records of all program income derived from implementing the Project.
Section 16
Audits, Inspection, and Retention of Records
A. Submission of Proceedings, Contracts, Agreements, and Other Documents. During
the performance period of the Project and for six (6) years thereafter, the CONTRACTOR agrees
to retain intact and to provide any data, documents, reports, records, contracts, and supporting
materials relating to the Project as WSDOT may require. Project closeout does not alter these
recording and record -keeping requirements. Should an audit, enforcement, or litigation process be
commenced, but not completed, during the aforementioned six -year period then the
CONTRACTOR's obligations hereunder shall be extended until the conclusion of that pending audit,
enforcement, or litigation process.
B. General Audit Requirements. The CONTRACTOR agrees to obtain any other audits
required by WSDOT at CONTRACTOR's expense. Project closeout will not alter the
CONTRACTOR's audit responsibilities.
C. Inspection. The CONTRACTOR agrees to permit WSDOT and the State Auditor, or their
authorized representatives, to inspect all Project work materials, payrolls, and other data, and to
audit the books, records, and accounts of the CONTRACTOR and its subcontractors pertaining to
the Project. The CONTRACTOR agrees to require each third party to permit WSDOT, and the State
Auditor or their duly authorized representatives, to inspect all work, materials, payrolls, and other
data and records involving that third party contract, and to audit the books, records, and accounts
involving that third party contract as it affects the Project.
Section 17
Labor Provisions
Overtime Requirements. No CONTRACTOR or subcontractor contracting for any part of the
Project work which may require or involve the employment of laborers or mechanics shall require
or permit any such laborer or mechanic in any workweek in which he or she is employed on such
work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times the basic rate of pay for all
hours worked in excess of forty (40) hours in such workweek CONTRACTOR will comply with all
applicable provisions of Title 49 RCW, Labor Regulations.
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Section 18
Changed Conditions Affecting Performance
The CONTRACTOR hereby agrees to immediately notify WSDOT of any change in conditions or
law, or of any other event, which may affect its ability to perform the Project in accordance with the
provisions of this AGREEMENT.
Section 19
Coordination of Special Needs Transportation
It is the policy of WSDOT to actively support coordination of special needs transportation in the
state. As a condition of assistance, the CONTRACTOR is required to participate in local
coordinated planning as led by CONTRACTOR's relevant Metropolitan Planning Organization
(MPO) and/or Regional Transportation Planning Organization (RTPO). Persons with special
transportation needs means those persons, including their personal attendants, who because of
physical or mental disability, income status, or age are unable to transport themselves or
purchase transportation.
Transit Projects and Regional Mobility Grant funded projects are explicitly excluded from the
provisions of Section 19 — Coordination of Special Needs Transportation.
Section 20
Disputes
A. Disputes. Disputes, arising in the performance of this AGREEMENT, which are not
resolved by agreement of the PARTIES, shall be decided in writing by the WSDOT Public
Transportation Division Assistant Director or designee. This decision shall be final and conclusive
unless within ten (10) days from the date of CONTRACTOR's receipt of WSDOT's written decision,
the CONTRACTOR mails or otherwise furnishes a written appeal to the Director of the Public
Transportation Division or the Director's designee. The CONTRACTOR's appeal shall be decided
in writing by the Director of the Public Transportation Division within thirty (30) days of receipt of the
appeal by the Director of the Public Transportation Division or the Director's designee. The decision
shall be binding upon the CONTRACTOR and the CONTRACTOR shall abide by the decision.
B. Performance During Dispute. Unless otherwise directed by WSDOT, CONTRACTOR
shall continue performance under this AGREEMENT while matters in dispute are being resolved.
C. Claims for Damages. Should either PARTY to this AGREEMENT suffer injury or damage
to person, property, or right because of any act or omission of the other PARTY or any of that
PARTY's employees, agents or others for whose acts it is legally liable, a claim for damages
therefore shall be made in writing to such other PARTY within thirty (30) days after the first
observance of such injury or damage.
D. Rights and Remedies. All remedies provided in this AGREEMENT are distinct and
cumulative to any other right or remedy under this document or afforded by law or equity, and may
be exercised independently, concurrently, or successively and shall not be construed to be a
limitation of any duties, obligations, rights and remedies of the PARTIES hereto. No action or failure
to act by WSDOT or CONTRACTOR shall constitute a waiver of any right or duty afforded any of
them under this AGREEMENT, nor shall any such action or failure to act constitute an approval of
or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
Section 21
Termination
A. Termination for Convenience. WSDOT and/or the CONTRACTOR may suspend or
terminate this AGREEMENT, in whole or in part, and all or any part of the financial assistance
provided herein, at any time by written notice to the other PARTY. WSDOT and the CONTRACTOR
shall agree upon the AGREEMENT termination provisions including but not limited to the settlement
terms, conditions, and in the case of partial termination the portion to be terminated. Written
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notification must set forth the reasons for such termination, the effective date, and in case of a
partial termination the portion to be terminated. However if, in the case of partial termination,
WSDOT determines that the remaining portion of the award will not accomplish the purposes for
which the award was made, WSDOT may terminate the award in its entirety. The PARTIES may
terminate this AGREEMENT for convenience for reasons including, but not limited to, the following:
1. The requisite funding becomes unavailable through failure of appropriation or otherwise;
2. WSDOT determines, in its sole discretion, that the continuation of the Project would not
produce beneficial results commensurate with the further expenditure of funds;
3. The CONTRACTOR is prevented from proceeding with the Project as a direct result of an
Executive Order of the President with respect to the prosecution of war or in the interest of national
defense; or an Executive Order of the President or Governor of the State with respect to the
preservation of energy resources;
4. The CONTRACTOR is prevented from proceeding with the Project by reason of a
temporary preliminary, special, or permanent restraining order or injunction of a court of
competent jurisdiction where the issuance of such order or injunction is primarily caused by the
acts or omissions of persons or agencies other than the CONTRACTOR; or
5. The State Government determines that the purposes of the statute authorizing the Project
would not be adequately served by the continuation of financial assistance for the Project;
6. In the case of termination for convenience under subsections A.1-5 above, WSDOT shall
reimburse the CONTRACTOR for all costs payable under this AGREEMENT that the
CONTRACTOR properly incurred prior to termination. The CONTRACTOR shall promptly submit
its claim for reimbursement to WSDOT. If the CONTRACTOR has any property in its possession
belonging to WSDOT, the CONTRACTOR will account for the same, and dispose of it in the
manner WSDOT directs.
B. Termination for Default. WSDOT may suspend or terminate this AGREEMENT for default,
in whole or in part, and all or any part of the financial assistance provided herein, at any time by
written notice to the CONTRACTOR, if the CONTRACTOR materially breaches or fails to perform
any of the requirements of this AGREEMENT, including:
1. Takes any action pertaining to this AGREEMENT without the approval of WSDOT, which
under the procedures of this AGREEMENT would have required the approval of WSDOT;
2. Jeopardizes its ability to perform pursuant to this AGREEMENT, United States of America
laws, Washington state laws, or local governmental laws under which the CONTRACTOR
operates;
3. Fails to make reasonable progress on the Project or other violation of this AGREEMENT
that endangers substantial performance of the Project; or
4. Fails to perform in the manner called for in this AGREEMENT or fails, to comply with, or is
in material violation of, any provision of this AGREEMENT. WSDOT shall serve a notice of
termination on the CONTRACTOR setting forth the manner in which the CONTRACTOR is in
default hereunder. If it is later determined by WSDOT that the CONTRACTOR had an excusable
reason for not performing, such as events which are not the fault of or are beyond the control of
the CONTRACTOR, such as a strike, fire or flood, WSDOT may: (a) allow the CONTRACTOR to
continue work after setting up a new delivery of performance schedule, or (b) treat the termination
as a termination for convenience.
C. WSDOT, in its sole discretion may, in the case of a termination for breach or default, allow
the CONTRACTOR ten (10) business days, or such longer period as determined by WSDOT, in
which to cure the defect. In such case, the notice of termination will state the time period in which
cure is permitted and other appropriate conditions. If the CONTRACTOR fails to remedy to
WSDOT's satisfaction the breach or default within the timeframe and under the conditions set forth
in the notice of termination, WSDOT shall have the right to terminate this AGREEMENT without any
further obligation to CONTRACTOR. Any such termination for default shall not in any way operate
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to preclude WSDOT from also pursuing all available remedies against CONTRACTOR and its
sureties for said breach or default.
D. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR of
any covenant, term or condition of this AGREEMENT, such waiver by WSDOT shall not limit
WSDOT's remedies for any succeeding breach of that or of any other term, covenant, or condition
of this AGREEMENT.
E. If this AGREEMENT is terminated, whether for convenience or for default, before the
specified end date set forth in the caption header, "Term of Agreement", WSDOT and the
CONTRACTOR shall execute an amendment to this AGREEMENT identifying the termination date
and the reason for termination.
Section 22
Forbearance by WSDOT Not a Waiver
Any forbearance by WSDOT in exercising any right or remedy hereunder, or otherwise afforded by
applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy.
Section 23
Lack of Waiver
In no event shall any WSDOT payment of grant funds to the CONTRACTOR constitute or be
construed as a waiver by WSDOT of any CONTRACTOR breach, or default. Such payment shall
in no way impair or prejudice any right or remedy available to WSDOT with respect to any breach
or default.
Section 24
Limitation of Liability
A. The CONTRACTOR shall indemnify, defend, and hold harmless WSDOT, its agents,
employees, and officers and process and defend at its own expense any and all claims, demands,
suits at law or equity, actions, penalties, losses, damages, or costs (hereinafter referred to
collectively as "claims"), of whatsoever kind or nature brought against WSDOT arising out of, in
connection with or incident to the execution of this AGREEMENT and/or the CONTRACTOR's
performance or failure to perform any aspect of this AGREEMENT. This indemnity and defense
provision applies to all claims against WSDOT, its agents, employees and officers arising out of, in
connection with or incident to the negligent acts or omissions of the CONTRACTOR, its agents,
employees, officers and subcontractors of any tier. Provided, however, that nothing herein shall
require the CONTRACTOR to indemnify, defend, and hold harmless or defend WSDOT, its agents,
employees or officers to the extent that claims are caused by the sole negligent acts or omissions
of WSDOT, its agents, employees or officers; and provided further that if such claims result from
the concurrent negligence of (a) the CONTRACTOR its employees, agents, officers or contractors
and (b) the STATE, its employees or authorized agents, or involves those actions covered by RCW
4.24.115, the indemnity and defense provisions provided herein shall be valid and enforceable only
to the extent of the negligence of the PARTY, its employees, officers, authorized agents, and/or
contractors. The indemnification and hold harmless provision shall survive termination of this
AGREEMENT.
B. The CONTRACTOR shall be deemed an independent contractor for all purposes, and the
employees of the CONTRACTOR or its subcontractors and the employees thereof, shall not in any
manner be deemed to be the employees of WSDOT.
C. The CONTRACTOR agrees that its obligations under this AGREEMENT extend to any
claim, demand, and/or cause of action by, or on behalf of its employees or agents while performing
under this AGREEMENT. For this purpose, the CONTRACTOR, by MUTUAL NEGOTIATION,
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hereby waives any immunity that would otherwise be available to it against such claims under the
Industrial Insurance provisions in Title 51 RCW.
D. In the event either the CONTRACTOR or WSDOT incurs attorney's fees, costs or other legal
expenses to enforce the provisions of this section of this AGREEMENT against the other PARTY,
all such fees, costs and expenses shall be recoverable by the prevailing PARTY.
Section 25
Agreement Modifications
Either PARTY may request changes to this AGREEMENT. Any changes to the terms of this
AGREEMENT must be mutually agreed upon and incorporated by written amendment to this
AGREEMENT. Such written amendment to this AGREEMENT shall not be binding or valid unless
signed by the persons authorized to bind from each of the PARTIES. Provided, however, that
changes to the federal award identification number, DUNS, project title, federal ID number, CFDA
number, milestones, PIN the contact person of either PARTY, or dollar amount changes that do not
affect the Project total cost, will not require a written amendment, but will be approved and
documented by WSDOT through an administrative revision. WSDOT shall notify the
CONTRACTOR of the revision in writing.
Section 26
WSDOT Advice
The CONTRACTOR bears complete responsibility for the administration and success of the Project
as defined by this AGREEMENT and any amendments thereto. If the CONTRACTOR solicits advice
from WSDOT on problems that may arise, the offering of WSDOT advice shall not shift the
responsibility of the CONTRACTOR for the correct administration and success of the Project, and
WSDOT shall not be held liable for offering advice to the CONTRACTOR.
Section 27
Venue and Process
In the event that either PARTY deems it necessary to institute legal action or proceedings to enforce
any right or obligation under this AGREEMENT, the PARTIES hereto agree that any such action
shall be initiated in the Superior Court of the State of Washington situated in Thurston County. The
PARTIES agree that the laws of the State of Washington shall apply.
Section 28
Subrogation
A. Prior to Subrogation. WSDOT may require the CONTRACTOR to take such reasonable
action as may be necessary or appropriate to preserve the CONTRACTOR's right to recover
damages from any person or organization alleged to be legally responsible for injury to any
equipment, property, or transportation program in which WSDOT has a financial interest.
B. Subrogation. WSDOT may require the CONTRACTOR to assign to WSDOT all right of
recovery against any person or organization for loss, to the extent of WSDOT's Toss. Upon
assignment, the CONTRACTOR shall execute, deliver, and do whatever else reasonably necessary
to secure WSDOT's rights. The CONTRACTOR shall do nothing after any loss to intentionally
prejudice the rights of WSDOT.
C. Duties of the CONTRACTOR. If WSDOT has exercised its right of subrogation, the
CONTRACTOR shall cooperate with WSDOT and. upon WSDOT's request, assist in the
prosecution of suits and enforce any right against any person or organization who may be liable to
WSDOT. The CONTRACTOR shall attend hearings and trials as requested by WSDOT, assist in
securing and giving evidence as requested by WSDOT, and obtain the attendance of witnesses as
requested by WSDOT.
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Section 29
Counterparts
This AGREEMENT may be simultaneously executed in several counterparts, each of which shall
be deemed to be an original having identical legal effect.
Section 30
Complete Agreement
This document contains all covenants, stipulations, and provisions agreed upon by the PARTIES.
No agent or representative of WSDOT or the CONTRACTOR has authority to make, and neither
WSDOT nor the CONTRACTOR shall be bound by or be liable for, any statement, representation,
promise or agreement not set forth herein or made by written amendment hereto.
Section 31
Severability
If any covenant or provision of this AGREEMENT shall be adjudged void, such adjudication shall
not affect the validity or obligation of performance of any other covenant or provision, or any part
thereof, which in itself is valid if such remainder conforms to the terms and requirements of
applicable law and the intent of this AGREEMENT. No controversy concerning any covenant or
provision shall delay the performance of any other covenant or provision except as herein allowed.
Section 32
Order of Precedence
Any conflict or inconsistency in this AGREEMENT and its attachments will be resolved by giving
documents precedence in the following order:
1. Federal law
2. Exhibit I, Federal Provisions, if applicable
3. State law
4. This AGREEMENT
5. The Guidebook
Section 33
Execution
This AGREEMENT is executed by the Director, Public Transportation Division, State of
Washington, Department of Transportation or the Director's designee, not as an individual incurring
personal obligation and liability, but solely by, for and on behalf of the State of Washington,
Department of Transportation, in the capacity as Director, Public Transportation Division, or as a
designee.
Section 34
Binding Agreement
The undersigned acknowledge that they are authorized to execute this AGREEMENT and bind their
respective agency(ies) and or entity(ies) to the obligations set forth herein.
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IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day and year
signed last below.
WASHINGTON STATE
DEPARTMENT OF TRANSPORTATION
Digitally signed by
Firas Makhlouf
Date: 2021.12.14
10.01.34-f)R'00'
For Brian Lagerberg, Director
Public Transportation Division
12-14-2021
Date
Yakima Transit
PTD0428
CONTRACTOR
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AuthorizedRresentative
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Title
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Print Name
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Date
CITY CONTRACT NO:
dal_ IL/3
RESOLUTION NO. R :u I-i Lv
Page 12 of 15
EXHIBIT I
Summary of Federal Requirements and Incorporating by Reference Annual List of
Certifications and Assurances for FTA Grants and Cooperative Agreements
("Certifications and Assurances") and Federal Transit Administration Master Agreement
("Master Agreement")
Recipient of federal assistance under 49 U.S.C. chapter 53 must submit annually or as part of its
application for federal assistance. Recipient and Recipient's subrecipient(s), contractor(s), or
subcontractor(s), at any tier, if any, must comply with all applicable federal requirements contained
in the most current approved Certifications and Assurances available at
https://www.transit.dot.gov/funding/grantee-resources/certifications-and-
assurances/certifications-assurances. The Certifications and Assurances are by this reference
incorporated herein.
Recipient further agrees to comply with all applicable requirements included in the most current
approved Master Agreement. This Master Agreement is incorporated by reference and made part
of this Agreement. Said Master Agreement is available at
https://www.tran sit.dot. gov/fundi nq/grantee-resources/sample-fta-agreements/fta-g rant -
agreements.
Note and comply with the following language stated under the master agreement:
"Each provision of this Master Agreement must be interpreted in context with all other provisions of
this Master Agreement and the Underlying Agreement. If a single provision is read apart from the
rest of this Master Agreement or the Underlying Agreement, that provision might not convey the
extent of the Recipient's responsibility to comply with the requirements of this Master Agreement
and the Underlying Agreement."
Without limiting the foregoing, the following are some requirements applicable to transactions
covered by this AGREEMENT
1. Changes to Federal Requirements - 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.
2. Civil Rights
The recipient shall not discriminate on the basis of race, color, national origin, or sex in the
award and performance of any DOT -assisted contract or in the administration of its DBE
program or the requirements of 49 CFR Part 26. The recipient shall take all necessary and
reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and
administration of DOT -assisted contracts.
The contractor, sub -recipient or subcontractor 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 DOT -
assisted contracts. Failure by the contractor to carry out these requirements is a material
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breach of this contract, which may result in the termination of this contract or such other
remedy as the recipient deems appropriate, which may include, but is not limited to:
a. Withholding monthly progress payments;
b. Assessing sanctions;
c. Liquidated damages; and/or
d. Disqualifying the contractor from future bidding as non -responsible.
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42
U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C.
§ 6102, section 202 of the Americans with Disabilities Act (ADA) of 1990, 42 U.S.C. § 12132,
and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate
against any employee or applicant for employment because of race, color, creed, national
origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable
Federal implementing regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract.
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C.
§ 5332, the Contractor agrees to comply with all applicable equal employment
opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity,
Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order
No. 11246, "Equal Employment Opportunity," as amended by Executive Order No.
11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes,
executive orders, regulations, and Federal policies that may in the future affect
construction activities undertaken in the course of the Project. The Contractor
agrees to take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard 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.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act
of 1967, as amended, 29 U.S.C. §§ 623 and Federal transit law at 49 U.S.C. § 5332,
the Contractor agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities
Act, as amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with
the requirements of U.S. Equal Employment Opportunity Commission, "Regulations
to Implement the Equal Employment Provisions of the Americans with Disabilities
Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In
addition, the Contractor agrees to comply with any implementing requirements FTA
may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed
in whole or in part with Federal assistance provided by FTA, modified only if necessary to
identify the affected parties.
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3. Disadvantaged Business Enterprises
- The recipients DBE program, as required by 49 CFR part 26 and as approved by DOT, is
incorporated by reference in this agreement. Implementation of this program is a legal
obligation and failure to carry out its terms shall be treated as a violation of this agreement.
Upon notification to the recipient of its failure to carry out its approved program, the
Department may impose sanctions as provided for under Part 26 and may, in appropriate
cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud
Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.).
- The Disadvantaged Business Enterprise (DBE) requirements of 49 CFR Part 26 and
USDOT's official interpretations (i.e., Questions & Answers) apply to this Contract. As such,
the requirements of this Contract are to make affirmative efforts to solicit DBEs, provide
information on who submitted a Bid or quote and to report DBE participation. No preference
will be included in the evaluation of Bids/Proposals, no minimum level of DBE participation
shall be required as a Condition of Award and Bids/Proposals may not be rejected or
considered non -responsive on that basis.
4. ADA Access - The contractor shall comply with the requirements of 49 CFR FTA C 4710.1 as
applicable to this contract. Equal access and the opportunity should be given to individuals with
disabilities to fully participate in or benefit from the goods, services, facilities, privileges, advantages,
or accommodations.
5. Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions
include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly
set forth in the preceding contract provisions. All contractual provisions required by DOT, as set
forth in FTA Circular 4220.1 F, 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 (name of grantee) requests which would cause (name
of grantee) to be in violation of the FTA terms and conditions.
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1
ITEM TITLE:
SUBMITTED BY:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEM ENT
Item No. 4.H.
For Meeting of: November 16, 2021
Resolution authorizing an agreement with the Washington State
Department of Transportation to fund the Yakima/Ellensburg
Commuter Service
Scott Schafer, Public Works Director
Alvie Maxey, Transit Manager
Gregory Story, Assistant Transit Manager - (509) 576-6422
SUMMARY EXPLANATION:
Grant Agreement PTD0248 with Washington State Department of Transportation (WSDOT) is to
fund the Yakima -Ellensburg Commuter for a two-year period. The Yakima -Ellensburg Commuter
service started in November 2011 and connects the two communities together with funding
provided by WSDOT, Central Washington University (CWU), City of Ellensburg, City of Selah,
and Yakima Transit.
Yakima Transit is the grantee responsible for managing the program. The service is operated by
A&A Motorcoach. Yakima Transit was awarded funding for two more years for the period of July
1, 2021— June 30, 2023. The City of Ellensburg was added as a funding partner during this grant
cycle. Matching funds for the grant are being provided by state and federal funding
($248,330/yr), City of Yakima (estimated $80,000/yr), City of Selah ($16,000/yr), City of
Ellensburg ($20,000/yr) and CWU ($80,000/yr). The total cost for commuter services over two
years is $888,660. The total amount for Grant Agreement PTD0248 is $496,660 and is attached
for City Council review.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Partnership Development
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt Resolution
ATTACHMENTS:
2
Description Upload Date Type
D Resolution WSDOT Yakima -Ellensburg Commuter 10/28/2021 Resolution
D WSDOTCommuter Grant Contract PTD0248 10/15/2021 Contract