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HomeMy WebLinkAbout12/02/2008 13 Vanpool Vehicle Financing Contract with the Washington State Department of Transportation BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON • AGENDA STATEMENT ic Item No. i For Meeting of: December 2, 2008 ITEM TITLE: Consideration of a Resolution Authorizing and Ratifying the City Manager's Execution of a Contract with the Washington State Department of Transportation to provide Yakima Transit with Capital Financing to Purchase Five (5) Vanpool Vehicles. SUBMITTED BY: Chris Waarvick, Director of Public Works Ken Mehin, Transit Manager CONTACT PERSON/TELEPHONE: Ken Mehin, 576 -6415 Karen Allen, 576 -6423 SUMMARY EXPLANATION: Yakima Transit respectfully requests the City Council approve the attached resolution authorizing and ratifying the City Manager's signature of the attached 2007 -2009 Vanpool Investment Program Agreement GCA5912 with the Washington State Department of Transportation. This agreement will provide . up to $130,000 in funding for the purchase of five (5) vans through the Statewide Vanpool Capital Investment Program, which is a grant reimbursement program. • The intent of the Statewide Vanpool Capital Investment Program is to accommodate the increasing demand for vanpooling. This agreement will provide for the acquisition of Vanpool vehicles through a grant reimbursement program to meet current, unmet needs of the Yakima Transit Vanpool Program. Fuel price fluctuations have renewed additional public interest in the Vanpool program with inquiries being received daily. Resolution X Ordinance _ Agreement 1 2007 -2009 Vanpool Investment Aarmt GCA5912 Mail to (name and address): Funding Source: APPROVED FOR SUBMITTAL: y� . - City Manager STAFF RECOMMENDATION: Staff respectfully requests the City Council adopt the resolution authorizing and ratifying the City Manager's execution of the attached 2007 -2009 Vanpool Investment Program Agreement GCA5912 with the Washington State Department of Transportation for up to $130,000 funding to purchase five (5) Vanpool vehicles. BOARD /COMMISSION /COMMITTEE RECOMMENDATION: The Council Transportation Transit Committee endorses the request to participate in the Statewide Vanpool Expansion Program and recommends that the Full City Council adopt the resolution. COUNCIL ACTION: III • RESOLUTION NO. R -200 8- _ A RESOLUTION authorizing and ratifying the City Manager's execution of the Vanpool Investment Program Agreement Number GCA -5912 between the City of Yakima and the Washington State Department of Transportation to acquire up to $130,000 funding to acquire five (5) vanpool vehicles through the Washington State Vanpool Investment Program for Vanpool expansion. WHEREAS, the Transportation Budget as set forth in Laws of 2007, provides funding to the Washington State Department of Transportation ( "Department ") for the Statewide Vanpool Investment Program; and WHEREAS, the Transportation Budget authorizes the Department to coordinate the development and implementation of the Statewide Vanpool Investment Program; and WHEREAS, the Department is willing to provide appropriated funds in the amount of $130,000.00 to the City of Yakima for the purchase of additional vanpool vehicles in accordance with terms and conditions of the attached agreement; and • WHEREAS, the City Council of the City of Yakima deems it to be in the best interest of the City of Yakima to enter into a contract with the Department for the receipt of said state funds, now, therefore; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAIOMA: The attached and incorporated Vanpool Investment Program Agreement Number GCA -5912 between Yakima Transit and Washington State Department of Transportation, executed by the City Manager is hereby approved and ratified accepting the terms and conditions to purchase additional vanpool vehicles for use in the City's vanpool program. ADOPTED BY THE CITY COUNCIL this 2 °d day of December 2008. David Edler, Mayor ATTEST: City Clerk • • Alb. Washington State Transportation Building 41, Depart of Transp ortation 310 Maple Park Avenue S.E. Paula J. Hammond, P.E. P.O. Box 47300 . Secretary of Transportation Olympia, WA 98504 - 7300 360- 705 -7000 TTY: 1 -800- 833 -6388 www.wsdot.wa.gov October 21, 2008 Gary Pira Yakima Transit • 2301 Fruitvale Boulevard Yakima, WA 98902 -1225 . • Subject: 2007 -2009 Vanpool Investment Program • Agreement GCA5912 Dear Mr. Pira: • Enclosed is a completely executed original Agreement GCA5912 Vanpool Investment Program Agreement. The intent of this Agreement is for WSDOT to • provide Yakima Transit with the capital financing to purchase equipment to expand vanpooling. . If you have any questions'or need technical assistance, you may contact me or Kathy • Johnston at 360 - 705 -7925. We look forward to working with you during the course . of your project. Sincerely, 4 1 4. • ` lrr y A - ., Contracts and Grants Administrator Public .nsportation Division ' . - JA:krc _ • Enclosures Ill • . . GCA 5912 Vanpool Investment Program Agreement Washington State - TRANSIT AGENCY Department of Transportation Yakima Transit 310 Maple Park Avenue 2301 Fruitvale Boulevard PO Box 47387 Yakima, WA 98902 -1225 Olympia, WA 98504 -7387 i Federal ID Number: 91- 6001293 1 Contact: Gary Pira (509) 576 -6422 Agreement Project Period Project Period Project Project Title Number Start Date Completion Date Equipment Vanpool GCA -5912 October 1, Useful life of the Project Reimbursement Investment 2008 Equipment as identified $130,000 Program in Exhibit I, 1.2 THIS AGREEMENT, entered into by the Washington State Department of Transportation (hereinafter referred to as "WSDOT ") and the agency written above (hereinafter referred to as the "TRANSIT AGENCY "), and/or individually referred to as the "PARTY" and collectively as the "PARTIES", WITNESSES THAT: WHEREAS, the Transportation Budget, as set forth in Laws of 2007, chapter 518, section 224 (3) provides funding to WSDOT for the Statewide Vanpool Investment Program; and WHEREAS, the Transportation Budget authorizes WSDOT to coordinate the development and implementation of the Statewide Vanpool Investment Program; and WHEREAS, WSDOT coordinated with transit agencies statewide to develop the implementation of the Statewide. Vanpool Investment Program; and WHEREAS, the TRANSIT AGENCY has determined a need for one (1) or more of these vanpool expansion vehicles and/or equipment to enhance the vanpool program. NOW, THEREFORE, in consideration of the mutual covenants herein set forth, WSDOT and the TRANSIT AGENCY agree to the following terms and conditions: Section 1 Purpose of Agreement The purpose of this AGREEMENT is for WSDOT to reimburse the TRANSIT AGENCY with financing for the purchase of equipment to expand vanpooling (hereinafter referred to as "Project Equipment ") in accordance with the terrns and conditions of this AGREEMENT. This AGREEMENT consists of these terms and conditions together with Exhibit I, Scope of Work, and Exhibit II, Vanpool Expansion Program Report Form, which exhibits are attached hereto and by this reference incorporated herein. Section 2 Scope of Project WSDOT hereby agrees to provide capital financing to the TRANSIT AGENCY to purchase vans as Project Equipment, for the purpose of expanding vanpooling during the Project Period. The specific number of vans to be purchased is identified in Exhibit I, Scope of Work. Section 3 Time of Performance The Project Period of this AGREEMENT shall commence and end on the dates indicated on page 1 of this AGREEMENT under the caption headings "Project Period Start Date" and "Project Period Completion Date ", regardless of the date of signature and execution of this AGREEMENT and subject t its other provisions unless terminated by one of the PARTIES as provided herein. GCA 5912 • Section 4 Inspection of Project Equipment upon Delivery TRANSIT AGENCY shall inspect Project Equipment pursuant to this AGREEMENT at the time such equipment is delivered to the TRANSIT AGENCY. Upon receipt and acceptance of Project Equipment, TRANSIT AGENCY agrees that it has fully inspected and acknowledged that such Project Equipment is in good condition and repair, and that the TRANSIT AGENCY is satisfied with such equipment. Section 5 Miscellaneous Charges and Conditions TRANSIT AGENCY shall pay all storage charges, parking charges, and fines, as well as any fees (including vehicle registration, license and inspection fees), and any taxes, which may be imposed with respect to the Project Equipment by a duly constituted governmental authority. All replacements, repairs, or substitutions of parts or equipment shall be at the cost and expenses of the TRANSIT AGENCY. Section 6 Purchasing and Reimbursement TRANSIT AGENCY will purchase Project Equipment through State of Washington Department of General Administration's Passenger Van Procurement contract or other competitive procurement process. TRANSIT AGENCY shall provide WSDOT information about the Project Equipment, as set forth in Exhibit I, Scope of Work, as well as a copy of the purchase order and invoice within thirty (30) days of delivery of the Project Equipment. WSDOT shall reimburse the TRANSIT AGENCY the invoice cost of the purchase of the Project Equipment not to exceed the per vehicle unit cost specified in Exhibit I, Scope of Work, excluding miscellaneous charges as described in Section 5, Miscellaneous Charges and Conditions. WSDOT shall reimburse the TRANSIT AGENCY ithin thirty (30) days from the receipt of the request for payment and accompanying documents. Payment is subject to the submission and approval by WSDOT of appropriate invoices and required supporting documents. The TRANSIT AGENCY's final payment request for reimbursement must be received by WSDOT no later than July 15, 2009 in order to be eligible for reimbursement. If the Project Equipment, excluding a ten (10) percent spare ratio, is not placed in use within the first twenty four (24) months from delivery date, or if the Project Equipment is being used for purposes other than vanpool expansion, the TRANSIT AGENCY shall pay WSDOT the invoice cost of the Project Equipment not placed in service to expand vanpooling. Section 7 Vehicle Title ` The Project Equipment titles shall designate the WSDOT as the legal owner and the TRANSIT AGENCY as the registered owner through the Project period. The WSDOT will release the interest of ownership of the Project Equipment to TRANSIT AGENCY within thirty -days (30) from the completion date of the Project. Section 8 Performance and Reporting The TRANSIT AGENCY shall submit to WSDOT a separate annual report for each AGREEMENT in a format provided by WSDOT. The annual report shall include financial expenditures directly related to expansion of the vanpool program. The annual report will enable WSDOT to accurately assess changes in the vanpool system resulting from the purchase of Pmject Equipment and the TRANSIT AGENCY's investment to expand the vanpool program. These reports shall be submitted to WSDOT upon a date mutually agreed upon, each calendar year through the useful life of the project equipment, or upon request by WSDOT. The annual report is specified in Exhibit I, Scope of Work, attached hereto and which by this reference is incorporated herein. ill GCA 5912 Section 9 Use of Project Equipment The TRANSIT AGENCY agrees that the Project Equipment shall be used for commuter ridesharing as defined in RCW 46.74.010(1). Personal use of the van by the driver will be permitted if the TRANSIT AGENCY's vanpool program policies allow this usage. The TRANSIT AGENCY further agrees that it will not (1) use or permit the use of the Project Equipment in a manner inconsistent with the TRANSIT AGENCY's policies, so as to void any insurance covering same; or (2) knowingly use the Project Equipment in a negligent manner; or (3) permit the Project Equipment to become subject to any liens, charges, or encumbrances. The TRANSIT AGENCY shall keep satisfactory records with regard to the use of the Project Equipment and shall submit to the WSDOT upon request such information as is required in order to assure compliance with this section. If during the Project period any Project Equipment provided by the WSDOT i's used in a manner substantially different from that described in this AGREEMENT, the TRANSIT AGENCY shall immediately notify WSDOT in writing. Section 10 Remedies for Misuse or Noncompliance The TRANSIT AGENCY shall not use any Project Equipment in a manner that varies from the use described in Section 2, Scope of Project and Section 9, Use of Project Equipment of this AGREEMENT. If the WSDOT determines that the Project Equipment has been used in a manner different from that described in Section 2 and Section 9 of this AGREEMENT, the WSDOT will terminate this AGREEMENT and the TRANSIT AGENCY shall be liable for d "mages for the breach of this AGREEMENT, and any other remedies included in this AGREEMENT. Section 11 Maintenance of Project Equipment The TRANSIT AGENCY shall maintain the Project Equipment in good repair at all times. All services, materials, and repairs in connection with the use and operation of the Project Equipment are at the TRANSIT AGENCY's expense. The TRANSIT AGENCY agrees to service the Project Equipment and replace parts at intervals recommended in the manual provided by the manufacturer of such equipment, or sooner if consistent with the TRANSIT AGENCY's maintenance plans. WSDOT shall not be liable for repairs, nor shall any such repairs be charged to WSDOT. Maintenance and service records of Project Equipment shall be kept on file for each vehicle in the Project Equipment inventory and be made available to WSDOT upon request. WSDOT personnel may periodically inspect the Project Equipment. Failure to follow correct maintenance procedures during the Project Period may be grounds for termination of this AGREEMENT. WSDOT must approve modifications to the Project Equipment or the installation of additional equipment in advance and in writing. Section 12 International Travel International travel to and from Canada will not be allowed. Section 13 Limitation of Liability WSDOT shall not be liable to the TRANSIT AGENCY or to anyone else for any liability, loss, or damage of any kind and however caused or alleged to be caused directly or indirectly by the Project Equipment; or the repair, maintenance, or equipment thereof, by any inadequacy thereof, or defect therein or by any incident in connection therewith, or interruption of service or use of any Project Equipment provided pursuant to this AGREEMENT, or from any liability of any nature growing out of performance of this AGREEMENT or Project Equipment on the part of the TRANSIT AGENCY, its officers, employees, agents or subcontractors. To the maximum extent permitted by law, the TRANSIT AGENCY shall indemnify, hold harmless and defend WSDOT and all authorized agents, and employees from all claims, actions, costs, damages, or expenses of any nature whatsoever by reason of the acts or omissions of the TRANSIT AGENCY, its assignees, agents contractors, licensees, invitees, employees or any person whomsoever, arising out of or in connection with any acts or activities under this AGREEMENT. The TRANSIT AGENCY further agrees to defend WSDOT, its agent or employees in any litigation, including GCA 5912 payment of any costs or attorney's fees, for any claim or action commenced, arising out of or in connection with any acts or activities authorized by this AGREEMENT. This obligation shall not include such claims, costs, or any or expenses, which may be caused by the sole or concurrent negligence of WSDOT or its authorized agents or employees. In the event that any lien is placed upon property of WSDOT or any of its officers, principals, agents, or employees as a result of the negligent acts, errors, or omissions of the TRANSIT AGENCY, the TRANSIT AGENCY shall at once cause the same to be dissolved and discharged by giving bond or otherwise. TRANSIT AGENCY waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless WSDOT and its officers, principals, agents or employees. Section 14 Insurance The TRANSIT AGENCY shall obtain and keep in force throughout the Project Period, public liability and property damage insurance in amounts and with companies acceptable to WSDOT. The TRANSIT AGENCY shall provide WSDOT a Certificate of Insurance or a Certificate of Self - insurance prior to execution of this AGREEMENT. WSDOT shall be specifically named as an additional insured in the insurance policy, which insures the TRANSIT AGENCY. The coverage shall be not less than $5,000,000 single limit bodily injury and property damage per occurrence. WSDOT shall be named as loss payee on any insurance purchased covering collision and comprehensive over the life of this AGREEMENT. The insurer shall agree to give WSDOT forty - five (45) days written notice for cancellation or substantial change in coverage. Coverage in the minimum amount set forth herein shall not be construed to relieve the TRANSIT AGENCY from liability in excess of such coverage. Further, WSDOT reserves all claims or rights of action against the TRANSIT AGENCY as if WSDOT were not named in the subject policy. If the TRANSIT AGENCY is a municipal Corporation or an agency of the State of Washington and is self - insured for any of the above insurance requirements, a certification of self - insurance shall be attached hereto and be incorporated by reference and shall constitute compliance with this section. • Section 15 Contracts Under this Agreement Unless otherwise authorized in advance in writing by WSDOT, the TRANSIT AGENCY shall not assign any portion of the work to be performed under this AGREEMENT, or execute any contract amendment or change order thereto, or obligate itself in any manner with any third party with respect to its rights and responsibilities under this AGREEMENT. The TRANSIT AGENCY may not in any way encumber the Project Equipment. Section 16 Agreement Modifications Either PARTY may request changes in these provisions. Such changes, which are mutually agreed upon shall be incorporated as written amendments to this AGREEMENT. No variation or alteration of the terms of this AGREEMENT shall be valid unless and until such variation or alteration is made in writing and signed by authorized representatives of the PARTIES thereto. Section 17 Termination 1. WSDOT and TRANSIT AGENCY may terminate this AGREEMENT by mutual agreement due to unforeseen circumstance, which makes performance under this AGREEMENT impossible. The AGREEMENT termination provisions shall include, but not be limited to, settlement terms, conditions and Project Equipment disposal. 2. WSDOT may, by written notice to the TRANSIT AGENCY, terminate the Project and cancel this AGREEMENT for any of the following reasons: a) The TRANSIT AGENCY discontinues the use of the Project Equipment for the purpose of vanpooling; • b) The TRANSIT AGENCY does not use the Project Equipment within the first twenty four (24) months from delivery date, or uses the Project Equipment for a non - authorized use at any time; GCA 5912 c) The TRANSIT AGENCY takes any action pertaining to this AGREEMENT without the approval of WSDOT and which under the procedures of this AGREEMENT would have required the approval of WSDOT; d) The commencement, prosecution, or timely completion of the Project by the TRANSIT AGENCY is, for any reason, rendered improbable, impossible, or illegal; e) The TRANSIT AGENCY shall be in default under any provision of this AGREEMENT; f) The TRANSIT AGENCY in any way jeopardizes its ability to perform pursuant to this AGREEMENT or the regulations of WSDOT or the laws of the United States of America, the state of Washington or the laws of the local governmental bodies in which the TRANSIT AGENCY operates; g) WSDOT determines that the TRANSIT AGENCY has abused or misused the Project Equipment including, but not be limited to: 1) failure to maintain the equipment according to manufacturer's standards; 2) failure to repair or replace damaged, defective, or broken parts in a timely manner, or: 3) taking any action which could adversely affect the ability of the Project Equipment to perform its designated function. Section 18 Damaged Vehicle Procedure In the event the Project Equipment is damaged in an accident, the TRANSIT AGENCY shall notify the WSDOT within five (5) working days of the date of the accident and provide the WSDOT documentation within thirty (30) working days of the date of the accident. If the Project Equipment has been declared a total loss by the insurance company, the TRANSIT AGENCY will provide the WSDOT with a copy of all completed accident reports, passenger statements, complete service and maintenance records, odometer reading at time of the accident, and any additional information as requested by the WSDOT. Upon completion of total loss Project Equipment settlement, the TRANSIT AGENCY shall purchase the replacement Project Equipment within five (5) months. The TRANSIT AGENCY is responsible for the replacement of the damaged Project Equipment during the project 10 period. Also see Section 5 Miscellaneous. Charges and Conditions. Section 19 Safety The TRANSIT AGENCY shall ensure, to the best of its ability, that all Project Equipment is maintained and operated in a safe, prudent manner and that all drivers comply with existing state laws regarding the operation of motor vehicles on the streets, roads, and highways of the state. Section 20 Venue In the event that either PARTY deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the PARTIES hereto agree that such action shall be initiated in the Superior Court of the State of Washington situated in Thurston County and that Washington State law shall apply. Section 21 Relationships with Employees and Officers of WSDOT The TRANSIT AGENCY shall not extend any loan, gratuity or gift of money in any form whatsoever to any employee or officer of WSDOT. Section 22 Personal Liability of Public Officers No officer or employee of WSDOT shall be personally liable for any act or failure to act in connection with this AGREEMENT, it being understood that in such matters they are acting solely as agents of WSDOT. 110 GCA 5912 Section 23 • No Government Obligations to Third Parties \ lo contract between the TRANSIT AGENCY and its contractors and/or materialmen and/or laborers and/or their subcontractors shall create any obligations or liability of WSDOT with regard to this AGREEMENT without WSDOTs specific written consent of such obligation or liability, notwithstanding its concurrence in, or approval of, the award of any contract or subcontract or the solicitation thereof. The TRANSIT AGENCY hereby agrees to include this provision in all contracts it enters into for the employment of any individuals, procurement of any materials, or the performance of any work to be accomplished under this AGREEMENT. Section 24 Independent Contractors The TRANSIT AGENCY shall be deemed an independent contractor for all purposes, and the employees of the TRANSIT AGENCY or any of its subcontractors, and the employees thereof shall not in any manner be deemed to be in the employee of WSDOT. Nothing in this AGREEMENT shall be taken as creating or increasing any right of any third party to recovery by way of damages or otherwise against either the TRANSIT AGENCY or WSDOT. Section 25 Remedies Cumulative All remedies provided in this AGREEMENT are distinct and cumulative to any other right or remedy under this AGREEMENT or afforded by law or equity and may be exercised independently, concurrently, or successively. Section 26 Forbearance by 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 27 C hanged Conditions Affecting Performance The TRANSIT AGENCY hereby agrees to immediately notify WSDOT of any change in conditions or law, or of any other event, which may significantly affect its ability to perform the Project in accordance with the provisions of this AGREEMENT. Section 28 WSDOT Advice The TRANSIT AGENCY bears complete responsibility for the administration and success of the Project as it is defined by this AGREEMENT and any amendments thereto. Although the TRANSIT AGENCY is encouraged to seek the advice and opinions of WSDOT on problems that may arise, the giving of such advice shall not shift the responsibility of the TRANSIT AGENCY for the administration and success of the Project. Section 29 Severability If any covenant or provision or part of this AGREEMENT is judged void, or held to be invalid, such adjudication or holding shall not affect the validity or obligation of performance of any other covenant or provision, or part thereof, which in itself is valid, if such remainder conforms to the terms and requirements of applicable law and with the intent of this AGREEMENT. No controversy concerning any covenant or provision shall delay the performance of any other covenant or provision except as herein allowed. • GCA 5912 Section 30 Notices Any notice, request, consent, demand, report, statement, or submission which is required or permitted to be given pursuant to this AGREEMENT shall be in writing and shall be delivered personally to the respective PARTIES set forth below or mailed by first class United States mail, postage prepaid, to the respective PARTIES at the addresses set forth in the caption area of this AGREEMENT or to such other addresses as the PARTIES may from time to time advise by notice in writing. The date of receipt of any such notice, demand, request, or submission shall be presumed to be the date of delivery if served personally, or if mailed as aforesaid, on the fifth business day following the date of such mailing. Section 31 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 authorized representative of WSDOT. If the PARTIES cannot resolve a dispute by agreement of the PARTIES, the TRANSIT AGENCY may submit in writing a detailed description of the dispute to the PT &CO Program Manager who will issue a written decision within ten (10) business days of receipt of the written description of the dispute. This decision shall be final and conclusive unless within ten (10) business days from the date of receipt of its copy, the TRANSIT AGENCY mails or otherwise furnishes a written appeal to the authorized representative of WSDOT, PT &CO Office Manager. In connection with any such appeal, the TRANSIT AGENCY shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the authorized representative of WSDOT shall be binding upon the TRANSIT AGENCY and the TRANSIT AGENCY shall abide by the decision. B. Performance During Dispute. Unless otherwise directed by WSDOT, TRANSIT AGENCY shall continue performance under this Contract while matters in dispute are being resolved. C. Claims for Damages. Should either PARTY to the 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 a reasonable time after the first observance of such injury for damage. D. Rights and Remedies. All remedies provided in the 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 TRANSIT AGENCY shall constitute a waiver of any right or duty afforded any of them under the 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 32 Audits, Inspection, and Retention of Records A. Submission of Proceedings, Contracts, and Other Documents. During the course of the Project and for six (6) years thereafter, the TRANSIT AGENCY agrees to retain intact and to provide any data, documents, reports, records, contracts, and supporting materials relating to the Project as WSDOT may require. Should an audit, enforcement, or litigation process be commenced, but not completed, during the aforementioned six (6) year period then the TRANSIT AGENCY'S obligations hereunder shall be extended until the conclusion of that pending audit, enforcement, or litigation process. B. General Audit Requirements. The TRANSIT AGENCY agrees to obtain any other audits required by WSDOT at TRANSIT AGENCY'S expense. Project closeout will not alter the TRANSIT AGENCY'S audit responsibilities. C. Inspection. The TRANSIT AGENCY 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 TRANSIT AGENCY and its contractors pertaining to the Project. The TRANSIT • GCA 5912 D. AGENCY agrees to require each third party to permit WSDOT, 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. IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day and year written below. 0 WASHINGTON STATE DEPARTMENT OF TRANSPORTATION CONTRACTOR By: J /�1 ■ 4 X14 By: �'-� 0)/PA THRYN W. TA g Director Authorized Re ptative ublic Transportation Division Print Name - \''N - - -- , Print Title Gam\ o-ir'N.A. U Who certifies authority toecute this AGREEMENT on behalf of the CONTRACTOR. Date: 10 /17/0g Date: (../ APPROVED AS TO FORM ONLY: . y: Susan Cruise Assistant Attorney General Date: June 6, 2007 ill GCA 5912 Exhibit 1 Scope of Work Purpose 1.1. The purpose of this AGREEMENT is for WSDOT to provide the TRANSIT AGENCY with capital financing to purchase equipment to expand vanpooling in accordance with the terms and conditions of this AGREEMENT. 1.2. The Project Period of this AGREEMENT shall commence and end as set forth in the caption heading spaces titled "Project Period Start Date" and "Project Period Completion Date" on the cover page of this AGREEMENT. The useful life of the Project Equipment is five (5) years from the date of purchase. 1.3. The TRANSIT AGENCY's purchase of the Project Equipment must occur prior to June 30, 2009. The final payment request must be received by WSDOT by July 15, 2009, any payment request received after July 15, 2009 will not be eligible for reimbursement. 2. WSDOT hereby agrees. to: 2.1. Provide capital financing to TRANSIT AGENCY to purchase Project Equipment to be used for vanpool expansion during the Project Period and to reimburse the TRANSIT AGENCY the invoice cost of the purchased Project Equipment less any pre- payment discounts, rebates and/or refunds and excluding miscellaneous charges as described in Section 5, Miscellaneous Charges and Conditions. If the TRANSIT AGENCY chooses to purchase the Project Equipment, the invoice cost shall not exceed 5 vans and at a cost not to exceed the lesser of $26,000 per vehicle unit cost or the summarized cost amount as set forth in the caption space Total Project Cost on page 1 of this AGREEMENT. 2.2. Compile performance data, conduct data analysis and develop a report of the vanpool investment program. 3. TRANSIT AGENCY hereby agrees to: 3.1. Purchase Project Equipment through the State of Washington's General Administration Office Vanpool Vehicle Procurement contract or other competitive procurement process. 3.2. Notify WSDOT in writing that the Project Equipment is in good condition and repair and that the TRANSIT AGENCY is satisfied with such Equipment. 3.3. Operate the Project Equipment as part of an expansion to the vanpool program placing the Project Equipment into service within 24 months of delivery date. For every ten (10), expansion vanpool vehicles purchased, one (1) may be operated as a spare vehicle, otherwise referred to as, "a ten (10) percent spare ratio ". 3.4. Invest 25 %, of the total invoice cost expended for the Project Equipment as match expenses related to expanding the vanpool program in your local area during the useful life of the Project Equipment. 4. Performance and Reporting 4.1. The TRANSIT AGENCY shall submit, with invoice for payment, an accompanying copy of the Dealer's invoice and a copy of the Washington Department of Licensing vehicle registration. 4.2. Provide WSDOT with the invoice for payment of the Project Equipment, within 30 days of delivery of the Project Equipment and prior to July 15, 2009. The invoice should include but not be limited to the following information: 4.2.1. Vehicle Identification Number (VIN) 4.2.2.Year and Make 4.2.3.Description 4.2.4.Invoice Cost 4.2.5.Passenger capacity GCA 5912 4.3. The TRANSIT AGENCY shall submit to WSDOT an annual report in a format provided by WSDOT on a mutually agreed upon date dependent on date of purchase of the Project Equipment. An example of this • annual report is shown in Exhibit H, Vanpool Expansion Program Report Form attached and incorporated herein. The annual report shall include financial expenditures directly related to expansion of the vanpool program. The annual report will enable WSDOT to accurately assess changes in the vanpool system resulting from the purchase of Project Equipment and the TRANSIT AGENCY's investment to expand the vanpool program. These reports shall be submitted to WSDOT each calendar year through the useful life of the Project Equipment. The Transit Agency shall provide WSDOT with verification of vanpooling expansion match expenses each year following the purchase of the Project Equipment. Match expenses totaling 25% of the reimbursed invoice cost must be reported and verified by WSDOT before the end of the useful life of the Project Equipment and prior to WSDOT releasing title of the vehicle to the TRANSIT AGENCY. • t GCA 5912 Financial Expenditure: Itemize TRANSIT AGENCY local match directly related to the vanpool program in the following table. • Vanpool Expansion Investment Description July Aug Sept Oct Nov Dec Jan Feb Mar Apr May Jun Total Attach additional sheets if necessary. Subtotal for Year 1: Report due Annually by September 30th. Original Match Provided: Total Match provided to Date: 25% Match: Remaining Match Required: • 111 • GCA 591 - 0 • Exhibit II Vanpool Expansion Program Report Form Contact Date: Person: Email Transit Agency: Address: - Phone GCA Number : Number: - Met Total # of Vans Purchased: Date Vans Accepted: goal: Annual Vanpool Performance Indicator's: Vanpool' `'a July Aug Sept Oct Nov Dec Jan Feb Mar Apr May June Total Vanpool Groups in Operations '� i _ Avg Vanpool Group Starts -A 4�a- I I 0.0 Vanpool Group Folds 3 _ 0.0 Passenger Trips 0.0 Average Riders per Van 7z , Avg Miles Traveled ._ g 0.0 Avg. Round trip Miles : . - 1 s-,, 1; Avg Vehicles in reserve Status ;, k " - Avg Total Vehicles „. 441 vt Avg . LA State Cost of Vans: