HomeMy WebLinkAboutR-2024-008 Resolution authorizing a Grant Agreement with Washington State Department of Transportation to purchase ten ADA Paratransit Vans RESOLUTION NO. R-2024-008
A RESOLUTION authorizing a Grant Agreement with Washington State Department of
Transportation to purchase ten Para-Transit ADA Vans.
WHEREAS, the City of Yakima (City) has plans to replace ten para-transit ADA vans
since they have reached the end of their useful life-expectancy as part of Yakima Transit's
Capital Vehicle Replacement Plan; and
WHEREAS, the Washington State Department of Transportation (WSDOT) opened a
grant funding opportunity under the State Buses and Bus Facilities Grant program; and
WHEREAS, Yakima Transit applied for funding on January 9, 2023, and was awarded a
grant in the amount of$760,000 which requires a 20% match; and
WHEREAS, in order to receive this funding, it is necessary for the City and WSDOT to
enter into Grant Agreement PTD0747 setting forth the terms, conditions, and requirement to
fund the purchase of the ten para-transit ADA vans; 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 PTD0747 with the
Washington State Department of Transportation, attached hereto and incorporated herein by
this reference, to fund ten para-transit ADA vans in the amount of Seven Hundred Sixty
Thousand Dollars ($760,000).
ADOPTED BY THE CITY COUNCIL this 2nd day of January, 2024.
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Patricia Byers,, Mayor
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Rosalinda Ibarra, City Clerk /��1,� +��
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Public Transportation Division
Washington State 310 Maple Park Avenue S.E.
•j Department of Transportation P.O. Box 47387
Olympia,WA 98504-7387
WSDOT Contact: Emily Geralds
WSDOT E-mail: Emily Geralds@wsdot wa cloy
WSDOT Phone: 515-451-9594
Consolidated Grant Program
Capital Grant Agreement
Agreement Number PTD0747 Contractor: Yakima Transit
Term of Agreement July 1,2023 through the useful life of the
Protect Equipment 2301 Fruitvale Blvd
Vendor# Su I00071220 2 Yakima,WA 98902-1225
UEI FJNNXIXFJ9K3
ALN#/ALN Name N/A
Indirect Cost Rate N/A
RSD No
Contact: Greg Story
Service Area Yakima County Email: re o sto g g ry. ry@yakimawa.gov
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 2023, Chapter 472, Section 221, authorizes funding
for Public Transportation Programs and other special proviso funding as identified in the budget through
its 2023-2025 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:
Section 1
Scope of Work and Budget
Funding by Project
Project Titie: City of Yakima-Acquisition of new paratransit vehicles
Scope of Work: Purchase ten (10)replacement ADA light duty vehicles.
Projected
Type of Funds Current Percentage Current Funds Funds Total Funds
State Bus and Bus
Facilities(CCA) 80.00% $ 760,000 $ 760,000
Grant Funds 80.00% $ 760,000 $ - $ 760,000
Contractor's Funds 20.00% $ 190,000 $ 190,000
Total Project 100.00% $ 950,000 $ - $ 950,000
Budget: Current Funds reflect total funding appropriated by the Washington State Legislature for the
Project in the 2023-2025 biennium.
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Section 2
Purpose of Agreement
The purpose of this AGREEMENT is for WSDOT to provide funding to the CONTRACTOR
for the acquisition and operation of equipment to be used in the provision of public
transportation services that meet the needs of persons in the State of Washington.
On projects where WSDOT is providing only state funds and the CONTRACTOR is using
funds received directly from the federal government as their share or part thereof on the
project, the CONTRACTOR must assume full responsibility for complying with all federal
rules and regulations. If the CONTRACTOR is found in non-compliance with federal rules
and regulations, the CONTRACTOR shall provide written notification to WSDOT supplying
details related to the non-compliance. Both parties will analyze and determine the impact
on the scope, schedule, and funding of the project. Remedies required up to and including
the return of funds will be identified to ensure the project's scope of work is met as intended.
Section 3
Scope of Project
The CONTRACTOR shall undertake and complete the Project as described and detailed
in Section 1. The CONTRACTOR shall operate the equipment in the service area as
described in Section 1 —Scope of Work and Budget.
Section 4
Term of Agreement
The Project period shall begin on the date shown in the caption space header titled "Term
of Agreement" and shall continue through the useful life of the Project Equipment
regardless of the date of signature and execution of this AGREEMENT unless terminated
as provided herein. WSDOT has defined the useful life of vehicles in the Vehicle
Disposition Schedule in the Guidebook, and any amendments thereto. Equipment (non-
vehicles) useful life will be determined by WSDOT taking into consideration the
manufacturer's recommended lifecycle.
Section 5
Contractor's Share of Project Costs
A. The Total Project Cost shall not exceed the amounts detailed in Section 1- Scope of
Work and Budget. 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 as detailed in Section 1. If at any time the CONTRACTOR
becomes aware that the cost of the Project will exceed or be less 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 5(A), shall
preclude the requirements specified in Section 8(C) 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.
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Section 6
General Compliance Assurance
The CONTRACTOR agrees to comply with all instructions as prescribed in WSDOT's
Consolidated Grants Guidebook, hereinafter referred to as the "Guidebook", and any
amendments thereto, found at https.//wsdot.wa.gov/business-wsdotigrants/public-
transportation-grants/apply-and-manage your-grant , which by this reference is
incorporated herein as if fully set forth in this AGREEMENT. The CONTRACTOR agrees
that WSDOT, and/or any authorized WSDOT representative, shall have not only the right
to monitor the compliance of the CONTRACTOR with respect to the provisions of this
AGREEMENT but also have the right to seek judicial enforcement with regard to any matter
arising under this AGREEMENT.
Section 7
Purchases
The CONTRACTOR shall make purchases of any Project Equipment pursuant to this
AGREEMENT through procurement procedures approved in advance in writing by
WSDOT.
Section 8
Reimbursement and Payment
A. State and/ or federal funds shall be used to reimburse the CONTRACTOR for
allowable expenses incurred in completing the Project as described in Section 1.
Allowable Project expenses shall be determined by WSDOT as described in the
Guidebook. In no event shall the total amount reimbursed by WSDOT exceed the
amounts identified in Section 1.
B. Payment will be made by WSDOT on a reimbursable basis for actual net Project
costs incurred within the timeframe in the caption space titled "Term of Agreement."
Such costs to be reimbursed shall be calculated as described in the Guidebook.
WSDOT shall make no payments for costs incurred prior to the beginning or after
the end date of the "Term of the Agreement" as set forth in the caption space header
above. The CONTRACTOR shall submit an invoice detailing and supporting the
costs incurred. If approved by WSDOT, said invoices shall be paid by WSDOT within
thirty (30) days of submission to WSDOT. Payment is subject to the submission to
and approval by WSDOT of appropriate invoices, reports, and financial summaries.
Any financial summaries submitted to WSDOT must include a record of the actual
costs.
C. The CONTRACTOR shall submit an invoice for completed work in the same state
fiscal year in which it was incurred. Pursuant to RCW 43.88.020(12) "fiscal year" is
defined as the year beginning July 1st and ending the following June 30th.
Reimbursement requests must be received no later than July 15 of the following
state fiscal year. If the CONTRACTOR is unable to provide an invoice by this date,
the CONTRACTOR shall provide an estimate of the charges to be billed so WSDOT
may accrue the expenditures in the proper fiscal year. Any payment request received
after the timeframe prescribed above will not be eligible for reimbursement.
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D. For vehicle purchases, the titles shall designate WSDOT as the legal owner and the
CONTRACTOR as the registered owner through the project period. Subject to the
CONTRACTOR's compliance with all terms of this AGREEMENT, WSDOT will
release the interest of ownership of the Project Equipment to the CONTRACTOR in
writing thirty (30) days from the end of the useful life of the Project Equipment, as
defined in the Guidebook.
Section 9
Contracts Under this Agreement
The CONTRACTOR may not assign any portion of the work to be performed under this
AGREEMENT without first obtaining the written approval of WSDOT. This includes the
execution of any contract, 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 CONTRACTOR may not in any way encumber the Project Equipment.
In the event the CONTRACTOR establishes a sub-contract under this agreement,
Sections 9 through 27, and Section 34 shall be included in the sub-contract. The
CONTRACTOR is obligated to disclose this subcontract to WSDOT.
Section 10
Reports and Use of Project Equipment
A. The CONTRACTOR agrees that the Project Equipment shall be used for the
provision of transportation service within the area described in the caption space
header titled "Service Area," for the Project Equipment's useful life as set forth in
Section 4—Term of Agreement of this AGREEMENT. The CONTRACTOR further
agrees that it will not use or permit the use of the Project Equipment in a negligent
manner or in violation of any law, or so as to avoid any insurance covering the same
or permit the Project Equipment to become subject to any lien, charge, or
encumbrance. Should the CONTRACTOR unreasonably delay or fail to use the
Project Equipment during the useful life of the Project Equipment, the
CONTRACTOR agrees that it may be required to refund up to the entire amount of
the state share expended on the Project. The CONTRACTOR shall immediately
notify WSDOT when any Project Equipment is withdrawn from Project use or when
Project Equipment is used in a manner substantially different from that identified in
Section 1. If the Project Equipment is permanently removed from transportation
service, the CONTRACTOR agrees to immediately contact WSDOT for instructions
regarding the disposal of the Project Equipment.
B. Reports. The CONTRACTOR shall prepare any required quarterly reports regarding
services provided pursuant to this AGREEMENT and other related information as
prescribed in the Guidebook, or as requested by WSDOT. The CONTRACTOR shall
keep satisfactory written records with regard to the use of Project Equipment and
shall submit the following reports in a format and at such times as prescribed by
WSDOT until the useful life of the Project Equipment expires. Reports describing the
current usage of Project Equipment include, but are not limited to:
1. Project Passenger Trips Provided
2. Project Service Hours Provided
3. Project Revenue Service Miles Provided
4. Asset Management Plan
5. Vehicle or Equipment Inventory
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C. If alcohol/drugs potentially contributed to the damage of the Project Equipment, such
that drug/alcohol testing was triggered/required/needed in order to determine if the
drug/alcohol use contributed to the damage, then the Contractor has to let WSDOT
know that as well.
D. The CONTRACTOR shall collect and submit to WSDOT, at such time as WSDOT
may require, such financial statements, data, records, contracts, and other
documents related to the Project as may be deemed necessary by WSDOT.
E. Remedies for Misuse or Noncompliance. The CONTRACTOR shall not use any
Project Equipment in a manner materially different from that described in Section 1,
and the "Service Area" identified in the AGREEMENT header of this AGREEMENT.
If WSDOT determines that Project Equipment has been used in a manner materially
different from that described in Section 1 and/or the "Service Area" identified in the
caption space header above, WSDOT may direct the CONTRACTOR to dispose of
the Project Equipment acquired by the CONTRACTOR. WSDOT may also withhold
payments should it determine that the CONTRACTOR has failed to materially
comply with any provision of this AGREEMENT.
F. Failure to meet any of the above-identified report submittal timelines may result in
the CONTRACTOR being considered to be in breach of contract and "Not In Good
Standing" as defined in the Guidebook referenced in Section 6-General Compliance
of Agreement of this agreement. Failure to meet the above-identified report
submittal timelines may also prevent the CONTRACTOR from receiving future PT
Rideshare grant funds in the next biennium.
Section 11
Energy Credit
To the extent CONTRACTOR receives any monies from the sale or disposition of energy
credits, decarbonization credits, environmental credits, or any other monies through its
participation of a like program, CONTRACTOR agrees to reinvest those monies into
services and projects consistent with the STATE'S public transportation grant
program. CONTRACTOR'S obligation to reinvest these monies under this provision shall
be in an amount no less than the proportion of the STATE'S funding of this AGREEMENT.
Section 12
Use of Project Equipment
A. The CONTRACTOR agrees that it will not (1) use or permit the use of the Project
Equipment in a manner that is inconsistent with the parameters and eligibility criteria
of the Consolidated Capital Grant Program. (2) deviate from the CONTRACTOR
policies and the insurance policy requirement for the vehicle and equipment, or (3)
knowingly use the Project Equipment in a negligent manner; or(4) permit the Project
Equipment to become subject to any liens, charges, or encumbrances.
B. The CONTRACTOR shall maintain comprehensive and collision insurance for
vehicles and property insurance for non-vehicle equipment adequate to cover the
value of the Project Equipment prior to vehicles being placed into operation; the
CONTRACTOR shall supply a copy of the Certificate of Insurance specifying such
coverage to WSDOT with the first request for reimbursement, and supply proof of
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renewal, annually thereafter until the vehicle depreciates fully, four (4) years after
purchase.
C. The CONTRACTOR shall keep records with regards to the use of the Project
Equipment, consistent with the CONTRACTOR's records keeping and retention
policies, and shall submit to WSDOT upon request such information as is required
in order to assure compliance with this section. The CONTRACTOR shall
immediately notify WSDOT in writing during the Project Period if any Project
Equipment funded by WSDOT is used in a manner substantially different from that
described in this AGREEMENT.
Section 13
Maintenance of Project Equipment
The CONTRACTOR shall make all necessary repairs and reasonably maintain the Project
Equipment to assure it remains in good and operational condition for the useful life of the
Project Equipment. All service, materials, and repairs in connection with the use and
operation of the Project Equipment during its useful life shall be at the CONTRACTOR's
expense. CONTRACTORS who are transit agencies must also have a Transit Asset
Management Plan certified by WSDOT. All other CONTRACTORS must have a WSDOT-
approved written Vehicle Maintenance Plan or submit one to WSDOT for approval by
October 1, 2021, or prior to the receipt of their first grant-funded vehicle. The
CONTRACTOR agrees to, at a minimum, service the Project Equipment and replace parts
at intervals recommended in the manual provided by the manufacturer of the Project
Equipment, or sooner if needed. The CONTRACTOR shall take the Project Equipment to
an appropriate service and repair facility for any service and repair under the
manufacturer's warranty, if applicable. WSDOT shall not be liable for repairs. The
CONTRACTOR shall retain records of all maintenance and parts replacement performed
on the Project Equipment in accordance with Section 23, Audits, Inspection, and
Retention of Records. The CONTRACTOR shall provide copies of such records to
WSDOT, upon request.
Section 14
Inspection Upon Delivery
The CONTRACTOR shall inspect any Project Equipment purchased pursuant to this
AGREEMENT at the time of delivery to the CONTRACTOR. The CONTRACTOR has 15
calendar days from delivery to either accept or reject the Project Equipment. If rejected, the
CONTRACTOR shall provide a written notice specifying the Project Equipment deficiencies
to its vendor and WSDOT, allowing the vendor a reasonable amount of time to cure the
deficiencies or defects. Upon receipt and acceptance of Project Equipment, the
CONTRACTOR agrees that it has fully inspected the Project Equipment and accepts it as
suitable for the purpose under this AGREEMENT, as being in good condition and state of
good repair, and that the CONTRACTOR is satisfied with the Project Equipment and that
the Project Equipment complies with all applicable regulations, rules, and laws. Payment
to the vendor must occur within thirty (30) calendar days of the Project Equipment
acceptance.
Section 15
Miscellaneous Charges and Conditions
The CONTRACTOR shall pay and be solely responsible for all storage charges, parking
charges, late fees, and fines, as well as any fees (including vehicle registration, license,
safety, and emission control inspection fees). and taxes, except applicable state sales or
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use tax, which may be imposed with respect to the Project Equipment by a duly constituted
governmental authority as the result of the CONTRACTOR's use or intended use of the
Project Equipment. Required visual and road test inspection fees on vehicles for
acceptance and software licensing use fees are eligible for reimbursement. All
replacements, repairs, or substitutions of parts or Project Equipment shall be at the cost
and expense of the CONTRACTOR.
Section 16
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 17
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 18
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 employ 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 19
Civil rights
The CONTRACTOR shall not discriminate on the basis of race, color, national origin, or
sex in the award and performance of any WSDOT-assisted contract or in the administration
of its public transportation services.
Section 20
Compliance with Laws and Regulations
A. 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
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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.
B. Additionally, the CONTRACTOR agrees to comply with the following:
1. SB 5974 Move Ahead Washington
2. RCW 70A.02 Healthy Environmental for All (HEAL) ACT, and
3. RCW 70A. 65.260 Climate Commitment ACT.
C. 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 violates 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 AGREEMENT.
Section 21
Environmental Requirements
The CONTRACTOR agrees to secure any necessary local, state, and federal permits and
approvals, and comply with all applicable requirements of Chapter 43.21C RCW State
Environmental Policy Act(SEPA). The CONTRACTOR agrees to comply with all applicable
requirements of Executive Order 21-02, Archaeological and Cultural Resources, for all
capital construction projects or land acquisitions not undergoing Section 106 review under
the National Historic Preservation Act of 1966 (Section 106).
Section 22
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.
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Section 23
Audits, Inspection, and Retention of Records
A. Submission of Proceedings, Contracts, Agreements, and Other Documents.
During the term 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 24
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.
Section 25
Liens on Project Equipment
WSDOT shall be listed as the legal owner on titles and hold titles for all vehicles the
CONTRACTOR acquires using federal funds through WSDOT's grant program. WSDOT
will have legal ownership to any non-vehicle Project Equipment the CONTRACTOR
acquires or modifies using the "Federal and/or State Funds" identified in Section 1. When
the Contractor acquires vehicles using state funds provided through WSDOT's grant
program, WSDOT may within its discretion, allow the CONTRACTOR to be listed as the
legal owner and hold title. In all cases, WSDOT will maintain a copy of titles for all funded
vehicles under this agreement and oversight responsibility for those vehicles throughout
their useful life. The CONTRACTOR accepts WSDOT's legal ownership of the Project
Equipment during its useful life and agrees that it shall not use the Project Equipment as
collateral, nor shall the CONTRACTOR encumber the Project Equipment in any way. The
CONTRACTOR shall follow the terms stated in Section 12A regarding the use and
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disposal of all Project Equipment. For equipment (non-vehicles), WSDOT's lien shall equal
the proportional Federal and/or State funded share, as identified in this AGREEMENT, of
the disposable value of the Project Equipment. Satisfaction of WSDOT's lien may be
satisfied only by proper disposal of the Project Equipment in a manner determined by
WSDOT.
Section 26
Loss or Damage to Project Equipment
A. The CONTRACTOR, at its own expense, shall cover any loss, theft, damage, or destruction
of the Project Equipment using either of the following methods:
1. The CONTRACTOR shall maintain comprehensive and collision insurance for
vehicles and property insurance for non-vehicle equipment adequate to cover the
value of the Project Equipment; the CONTRACTOR shall supply a copy of the
Certificate of Insurance specifying such coverage to WSDOT with the first request
for reimbursement, and supply proof of renewal, annually thereafter; OR
2. The CONTRACTOR shall provide a written certificate of self-insurance to WSDOT
with the first request for reimbursement, annually thereafter. The CONTRACTOR
will cover from its own resources the costs of repairing or replacing any Project
Equipment if it is stolen, damaged, or destroyed in any manner.
B. If the damage to the Project Equipment does not result in a total loss, payments for damage
shall be paid directly to the CONTRACTOR. The CONTRACTOR shall, within thirty (30)
days, either:
1. Devote all of the insurance proceeds received to repair the Project Equipment and
place it back in service, and the CONTRACTOR shall, at its own expense, pay
any portion of the cost of repair which is not covered by insurance; OR
2. In the event the CONTRACTOR certified to self- insurance, devote all funds
necessary to repair the Project Equipment and place it back into service.
C. If the Project Equipment is a total loss, either by theft or damage, the insurance proceeds
or equivalent shall be paid directly to WSDOT. The CONTRACTOR shall within sixty (60)
days of loss, theft, or damage, notify WSDOT that it either:
1. Intends to replace the lost Project Equipment; or
2. Does not intend to replace the lost Project Equipment.
D. If WSDOT determines that the total loss occurred under circumstances in which the
CONTRACTOR fulfilled its obligations under this AGREEMENT, WSDOT may reimburse
the CONTRACTOR for its proportionate share of the proceeds.
E. Coverage, if obtained or provided by the CONTRACTOR in compliance with this section,
shall not be deemed as having relieved the CONTRACTOR of any liability in excess of
such coverage as required by the limitation of liability section of this AGREEMENT, or
otherwise.
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Section 27
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 28
Coordination of Special Needs Transportation
It is the policy of WSDOT to actively support the 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.
Section 29
Remedies for Misuse or Noncompliance.
If WSDOT determines that the funds have been used in a manner materially different from
Section 1- Scope of Work, 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 30
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.
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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 31
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 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 a 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;
B. 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.
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C. 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. Abuses or misuses the Project Equipment, including, but not limited to:
4. Failure to maintain the Project Equipment according to the manufacturer's
standards;
5. Failure to repair damages or replace defective or broken parts in a timely
manner;
6. Failure to take any necessary and reasonable action which could affect the
ability of the Project Equipment to perform its designated function or takes
any action which could shorten its useful life for Project use or otherwise; or
7. Failure to make reasonable and appropriate use of the Project real property,
facilities, or equipment.
8. Fails to make reasonable progress on the Project or other violation of this
AGREEMENT that endangers substantial performance of the Project; or
9. 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.
D. 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 to preclude WSDOT from also pursuing all available remedies
against CONTRACTOR and its sureties for said breach or default.
E. 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.
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F. 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 32
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 33
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 34
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 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, hereby waives any immunity that
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PTD0747
would otherwise be available to it against such claims under the Industrial Insurance
provisions in Title 51 RCW.
Section 35
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, UPIN 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 36
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 37
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 38
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 the Project Equipment as defined in the scope
of work or other property in which WSDOT has a financial interest.
B. Subrogation. WSDOT may require the CONTRACTOR to assign to WSDOT all
rights of recovery against any person or organization for loss, to the extent of
WSDOT's loss. 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.
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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 due to damage to Project Equipment. 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.
Section 39
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 40
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 the 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 41
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 42
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 and Rail Division, or as a designee.
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Section 43
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. State law
2. This AGREEMENT
3. The Consolidated Grants Guidebook
Section 44
Agreement Close Out
The CONTRACTOR shall notify WSDOT if the AGREEMENT is completed prior to the end
date set forth in the caption header, "Term of Agreement" by written notification and in its
capital Quarterly Progress Report, as referenced in the Guidebook, in which the project is
completed. WSDOT will prepare an amendment to modify the AGREEMENT to reflect the
actual amount spent and the Project completion date.
Section 45
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.
IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT the day
and year signed last below.
WASHINGTON STATE DEPARTMENT OF CONTRACTOR
TRANSPORTATION
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For Brian Lagerberg, Director Authorized Representative
Public Transportation Division
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Print Name
01-12-2024 _ Tar) , '
Date Date
CITY CONTRACT NO'
RI SOLUTION NO 2.4_M >
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1
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 8.M.
For Meeting of: January 2, 2024
ITEM TITLE: Resolution authorizing a Grant Agreement with Washington State
Department of Transportation to purchase ten ADA Paratransit
Vans
SUBMITTED BY: Scott Schafer, Public Works Director
* Alvie Maxey, Transit Manager
Gregory Story,Assistant Transit Manager- (509)576-6422
SUMMARY EXPLANATION:
The Washington State Department of Transportation (WSDOT) through the State Buses and
Bus Facilities Grant program has awarded the City of Yakima (City) grant funding in the amount of
$760,000 to be used towards the purchase of ten para-transit ADA vans as part of Yakima
Transit's Capital Vehicle Replacement Plan. This funding requires a 20% match from the City
which equates to $190,000.
In order to receive this funding, it is necessary for the City and WSDOT to enter into Grant
Agreement PTD0747 which has been attached for City Council review.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY: Public Safety
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt Resolution
ATTACHMENTS:
Description Upload Date Type
D Resolution WSDOT Grant Ten Para-Transit ADA Vans 12/19/2023
D Award Letter PTD0747 12/11/2023