HomeMy WebLinkAboutRes-2021-117BOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION NO. 2021
AUTHORIZING THE CHAIR'S SIGNATURE ON THE QUADCO AGREEMENT
WITH WASHINGTON DEPARTMENT OF TRANSPORTATION
WHEREAS: Quad County Regional Transportation PlanningOrganization, hereinafter
referred to as QUADCO, was established in 1992, pursuant to the Inter-
Local CooperationAct of 1967, Chapter 39.34 RCWandthe Growth
Management Act of 1990; and
WHEREAS: Member agencies of QUADCO consist of Grant County, Adams County,
Lincoln County, Kittitas County and the cities and towns within the four-
county region thatare signatory to the QUADCO Inter-Local Agreement;
and
WHEREAS: The lead planning agency rotates between each of the four county public
works departments and Kittitas County Department of Public Works has
been designated as lead planning agency from July 1,2021through June
30,2023; and
WHEREAS: QUADCO submitted to Washington State Department of Transportation
(WSDOT) a Unified Planning Work Program (UPWP) identifuing
QUADCO's work proposed for the next two-year period by major activity
and task; and
WHEREAS: As lead agency Kittitas County is eligible to receive reimbursement from
WSDOT for work approved as part of the UPWP; and
WHEREAS: WSDOT Agreement No. GCB 3521 between WSDOT and QUADCO is
necessary to provide for cost reimbursement; and
WHEREAS: WSDOT requested QUADCO signature to AgreementNo. GCB 3521 as
shown in Exhibit A; and
NOW, THEREFORE BE IT RESOLVED that the Board of County Commissioners, in
the best interest of the public, does hereby authorize Chair signature on
WSDOT Agreement No. GCB 3521.
+t
DATED on this 6th day of July 2021, at Ellensburg, Washington.
Attest:
I Clerk of the Board- Julie Kjorsvik
ffieputyClerk of the Board- Mandy Buchholz
BOARD OF COT]NTY
COMMISSIONERS
KITTITAS COLINTY,
WASHINGTON
Vice-Chairman
ABSENT
Cory Wright, Commissioner
llII
t/'Jl^l
Washington State
Departrnent of Transportation
This Agreement, is entered into on the Start Date under Term of Agreement above, regardless of the
date of signature execution, between the Washington State Department of Transportation "WSDOT",
acting by and through its Director, Multimodal Planning and Data Division and the Tribal and
Regional lntegrated Planning office, hereinafter called the "STATE," and the above named Regional
Transportation Planning Organization, hereinafter called lhe "RTPO," collectively referred to as
"Parties" and individually as "Party" and "RTPO."
Recitals
1. The above named county(ies) has (have) created a RTPO in accordance with the requirements
set forth in RGW 47.80.020;
2. The STATE has available funds, which have been allocated to it (a) State RTPO funds; and/ or
(b) possibly other state funds which can be used to facilitate regional transportation planning.
NOW THEREFORE, pursuant io RCW 39.34 and RCW 47.8O, the above recitals that are
incorporated herein as fully set forth below, and in consideration of the terms, conditions, and
promises contained herein, and/or attached hereto as Exhibits, and by this reference made a part of
this Agreement, it is mutually agreed as follows:
1 Work Scope and Budget
1.1 The work scope and budget for the RTPO planning activities funded by this Agreement shall be
documented annually (or biennially with an annual review) in a Unified Planning Work Program
hereinafter called "UP\ /P'. The UPWPs are kept on file in the WSDOT Headquarters, Tribal &
Regional lntegrated Planning Office,
1.2 The UPWP Guidelines developed jointly by the State, FHWA, FTA, and the MPOs/RTPOs by
December 31 each year will serye as a resource for developing the UPWPs. The UPWP
Guidelines include key emphasis areas for work tasks to accomplish UPWP purposes.
1.3 The STATE will inform the RTPO of expected allocations of STATE RTPO funds and any other
STATE-administered funds that are available to RTPOs by December 31 each year for the
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Regional Transportation Planning
Organization Agreement
Start Date
July 1 ,2021
End Date
June 30, 2023Agreement No
GCB 3s21 Regional Transportation Planning Organization
Quad-County RTPOLead Planning Agency
Kittitas County Public Works
411 N Ruby St, Suite 1
Ellensburg, WA 98926 County(ies) included in the RTPO
Adams County
Grant County
Kittitas County
Lincoln County
Term of Agreement
WSDOT Agreement #GCB 3521 Page 1 of8
following State fiscal year, which is defined as July 1 to June 30 for all RTPOs. The STATE will
inform the RTPO of expected allocations of State RTPO funds that are available to RTPOs by
December 31 of even-numbered years for the following biennium. The RTPO will then prepare a
draft UPWP and submit the draft to the STATE by the specific dates listed in the UPWP Guidance
for RTPOs (UPWP Guidelines).
The final UPWP shall be adopted by the RTPO and submitted to the STATE for approval prior to
June 15, preceding the start of each subject state fiscal year (or biennium), The STATE shall
notify the RTPO, in writing, of its approval of the UPWP for the subject fiscal year by June 30 of
each year, unless otherwise noted in the UPWP Guidelines. However, the RTPO may prepare a
two-year UPWP if it desires, Written amendments to the UPWP may be required in order to
authorize expenditures of all federal and state funding. Changes to the federal surface
transportation act may also necessitate amendments to UPWPs approved by the RTPO Policy
Board and the STATE:
1.4 The UPWP shall document all transportation and related planning activities for the ensuing state
fiscal year, July 1 to June 30, unless otherwise noted in the UPWP Guidelines. Each RTPO, in
cooperation with the STATE and public transportation operato(s), shall develop a UPWP that
includes a discussion of the planning priorities facing the RTPO. The UPWP shall identify work
proposed for the next one- or two-year period by major activity and task, in sufficient detail to
indicate whether the RTPO, STATE, public transportation operator(s), local government,
consultant(s), or other identified Party, will perform the work, the schedule for completing the
work, the resulting products, the proposed funding by activity/task, and a summary of the total
amounts and sources of federal and matching funds. The RTPO shall perform the approved work
tasks within the approved budget during the subject state fiscal year.
1.5 Should the Parties decide it is mutually beneficial for the STATE to perform specific work tasks
identified in the UPWP, the Parties agree that the STATE may retain actual costs as documented
in writing and approved by the RTPO.
2 Planning Standards and Guidelines
2.1 The RTPO shall comply with the most current Planning Standards and Guidelines developed by
the STATE for the RTPO, RCW 47.80, and any amendments made thereto.
3 Payment
3.1 The STATE agrees to reimburse the RTPO's actual direct and related indirect costs of work
approved as part of the UPWP. The maximum amount that the STATE shall reimburse the RTPO
shall not exceed the total amount identified in funding authorization letters provided by the
STATE, less any amounts retained by the STATE to cover costs for all agreed upon work
performed by the STATE.
3.2 All indirect costs will be based on a cost allocation plan or indirect cost rate proposalthat is
approved by the RTPO Policy Board annually and maintained on file by the RTPO for audit
purposes. lf indirect costs are based on an approved indirect cost allocation plan, the RTPO will
provide a copy to TRIP annually, or when updated.
3.3 The RTPO may submit requests to the STATE for reimbursement of funds as they are expended
on UPWP activities at any time, but not more frequently than one (1) such request every month.
Such requests for reimbursement shall document the amount of funds that have been expended
during the UPWP period, as well as for the current billing period. The request for reimbursement
WSDOT Agreement #GCB 3521 Page 2 of 8
shall contain sufficient detail to inform the STATE and any other entities providing funding for the
work as to the progress on each work element contained in the UPWP. Requests for
reimbursement should be submitted to TR0OFiscal@wsdot.wa,gov. The STATE shall review and
approve each request for payment and shall reimburse lhe RTPOs no later than fifteen (15)
business days after the date of receipt by the STATE.
4 Reports
4.1 The RTPO shall communicate with the STATE from time to time, or as often as required by the
STATE, during the term of this Agreement to keep the STATE up to date about the progress of
the work being performed as described in the UPWP, The STATE reserves the right to request
interim written progress reports during the fiscal year, if the RTPO's monthly billing report is
deemed insufficient in detail, the RTPO undergoes major structural changes, or there are
changes to the RTPO's core organizational functions/activities. The interim reports are due to the
STATE within twenty-one (21) calendar days of being notified in writing by the STATE. The
interim reports shall include a summary of work progress during the course of the fiscal year,
costs incurred in accordance with the approved UPWP and budget, and progress to date,
including any problems or work delays. The STATE may delay reimbursement of billings if the
requested interim reports are not submitted as specified.
4.2 On or before September 30 of every calendar year, unless otherwise noted in the UPWP
Guidelines, after the conclusion of each state fiscal year, the RTPO shall prepare and submit to
the STATE a performance and expenditure report. This final report shall summarize work
accomplished under the UPWP, costs incurred by work element, and identify any carryover of
funds. Each annual report must contain at a minimum.
a. Comparison of actual performance with established goals;
b. Progress in meeting schedules;
c. Status of expenditures in a format compatible with the work program, including a
comparison of budgeted (approved) amounts and actual costs incurred;
d. Cost overruns or underruns,
e. Approved work program revisions; and
f. Other pertinent supporting data.
4.3 Repods as described in this section and other documentation or correspondence related to this
Agreement should be sent via email to WSDOT's Tribal and Regional Integrated Planning Office
at trpo@wsdot.wa.qov.
5 Assignment of Work ltems
5.1 The work items may be accomplished by joint effort between the staff of the RTPO, the STATE,
and/or localgovernment agencies. Such assignments will be clearly listed in the UPWP.
6 Project Records
6.1 The RTPO shall establish and maintain books, records, documents, and other evidence and
accounting procedures and practice, sufficient to reflect properly all direct and indirect costs of
whatever nature incurred and anticipated to be incurred for the performance of this Agreement.
To facilitate the administration of the RTPO, separate accounts shall be established and
maintained within the RTPO's existing accounting system or an independent accounting system
may be set up for all eligible costs. Costs in excess of the latest approved budget, or attributable
WSDOT Agreemenl #GCB 3521 Page 3 of I
to actions which have not received the written approval of the STATE, shall not be eligible for
reimbursement. All costs charged to the RTPO, including any approved services contributed by
the RTPO or others, shall be supported by executed payrolls, time records, invoices, contracts, or
vouchers evidencing in proper detail the nature and proprlety of the charges as the STATE
deems appropriate.
7 Audits, lnspection, and Retention of Records
7 .1 The STATE, the State Auditor, and/or any of their representatives, shall have full access to and
the right to examine, during normal business hours and as often as they deem necessary, all
RTPO records, paper and electronic, with respect to all matters covered by this Agreement. Such
entities and their representatives shall be permitted to audit, examine, and make excerpts or
transcripts from such records and to make copies of all contracts, invoices, materials, payrolls,
and other matters covered by this Agreement. All documents, papers, accounting records, and
other material pertaining to costs incurred in connection with this Agreement shall be retained by
the RTPO for six (6) years from the date of final payment to facilitate any audits or inspections.
7.2 Furthermore, if any litigation, claim, or audit arising out of, in connection with, or related to this
Agreement is initiated before the expiration of the six-year period, the cost records and accounts
shall be retained until such litigation, claim, or audit is completed.
All RTPOs will be subject to audits by the State Auditor's Office.7.3
I
8.1
Modifications
Either Party may request changes to the provisions of this Agreement and to the UPWP that will
be developed. Changes to the work scope and budget changes shall be made by written
amendment to the UPWP by the RTPO and approved in writing by the STATE. Other changes to
this Agreement 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
made in writing and signed by authorized representatives of the Parties hereto.
9 Termination
9.1 This Agreement expires on the End Date under Term of Agreement above. lf it is determined to
be in the best interests of the STATE, the STATE may terminate this Agreement upon giving
thirty (30) calendar days' notice in writing to the RTPO. lf this Agreement is terminated prior to
fulfillment of the terms stated herein, the RTPO shall be reimbursed only for actual expenses and
non-cancelable obligations, both direct and indirect, incurred to the date of termination as
determined by the STATE. The STATE willwork with the RTPO to determine what obligations are
non-cancelable.
10 Travel
10.1 Current state travel rates shall apply to all in-state and out-of-state travelfor which reimbursement
is claimed during the term of this Agreement. Reimbursement of travel expenses is limited to
travel necessary for the completion of the UPWP tasks. All travel by RTPOs using state funds is
subject to state travel rules as outlined in the State Administrative & Accounting Manual (SMM).
ln addition, all travel by the RTPO must be in compliance with its own internal policies, those of
the fiscal agent, or the State's policies, whichever is more restrictive.
WSDOT Agreement #cCB 3521 Page 4 of 8
{1 Subcontracting and Equipment
11.1 The RTPO shall not assign, sublet, or transfer any of the work provided for under this Agreement
without prior written approvalfrom the STATE. The Tribaland Regional lntegrated Planning
Office in WSDOT's Multimodal Planning and Data Division shall have fourteen (14) calendar days
to review and approve any RTPO consultant agreements prior to execution. The basis of review
for proposed consultant agreements will be to ensure that the necessary terms and requirements
have been incorporated into the agreement. The RTPO shall comply with all current state laws
and regulations governing the selection and employment of consultants. Subcontracts for
consultant services must contain all the required provisions of this Agreement to the extent
applicable.
11.2 lf any equipment is purchased under this Agreement, it shall be listed in the UPWP, All equipment
must be purchased, managed, and disposed of in accordance with all current federal and state
laws and regulations, and the nondiscrimination provisions of Section 15 of this Agreement. The
procurement of all equipment must be used for the sole purpose of regional transportation
planning activities, Requests related to this provision shall be emailed to trpo@wsdot.wa.gov.
12 Purchases
12.1 The RTPO shall make purchases of any equipment, material, incidental goods, or supplies,
pursuant to this Agreement through procurement procedures approved in advance by the STATE.
Any subcontractors hired by the RTPO shall follow the same procurement practices.
13 Personal Liability of Public Officers
13.1 No officer or employee of the STATE shall be personally liable for any acts or failure lo act in
connection with this Agreement, it being understood that in such matters they are acting solely as
agents of the STATE.
14 Ethics
14.1 Code of Ethics. The RTPO agrees to maintain a written code or standard of conduct that shall
govern the performance of its officers, employees, board members, or agents engaged in the
award and administration of contracts supported by state assistance. The code or standard shalt
provide that RTPO officers, employees, board members, or agents may neither solicit nor accept
gratuities, favors, or anything of monetary value from present or potential contractors or
subrecipients. The MPO/ RTPO may set minimum rules where the financial interest is not
substantial or the gift is an unsolicited item of nominal intrinsic value. The code or standard shall
prohibit RTPO officers, employees, board members, or agents from using their positions for a
purpose that constitutes or presents the appearance of personal or organizational conflict of
interest or personal gain. As permitted by state or local laws or regulations, such codes or
standards shall include penalties, sanctions, or other disciplinary actions for violations by RTpO
officers, employees, board members, agents, or by subcontractors, subrecipients, or their agents.
14.2 Personal Conflict of lnterest. RTPO codes or standards shall prohibit RTPO employees, officers,
board members, or agents from participating in the selection, award, or administration of a
contract supported by federal funds if a real or apparent conflict of interest would be involved.
Such a conflict would arise when any of the parties set forth below has a financial or other interest
in the firm or entity selected for award:
a. The employee, otficer, board member, or agent of the RTpO;
WSDOT Agreement #GCB 3521 Page 5 of 8
b. Any member of the immediate family, including any partner, of RTPO employees,
officers,
c. board members, or agents; and
d. An organization that employs, or is about to employ, any of the above.
14.3 Organizational Conflict of lnteresl. The RTPO code or standard of conduct must include
procedures for identifying and preventing real and apparent organizational conflicts of interests.
An organizational conflict of interest exists when the nature of the work to be performed under a
proposed third-party contract may, without some restrictions on future activities, result in an unfair
competitive advantage to the third-party contractor or impair its objectivity in performing the
contract work.
14.4 Bonus or Commission. The RTPO affirms that it has not paid, and agrees not to pay, any bonus
or commission to obtain approval of its application for financial assistance.
14.5 Relationship with Employees and Officers of the STATE. The RTPO shall not extend any loan,
gratuity, or gift of money in any form whatsoever to any employee or officer of the STATE, nor
shall the RTPO rent or purchase any equipment and materials from any employee or officer of the
STATE.
14.6 Restrictions on Lobbying. The RTPO agrees to refrain from using state assistance funds to
support lobbying;
14.7 Employee PoliticalActivity. To the extent applicable, the RTPO agrees to comply with the
provisions of the Hatch Act of 1939, 5 U.S.C. SS 1501 through 1508,7324-7326, and Office of
Personnel Management regulations, "PoliticalActivity of State or Local Officers or Employees," 5
C.F.R. pt. 151. The Hatch Act of '1939 limits the political activities of state and local agencies and
their officers and employees, whose principal employment activities are financed in whole or in
part with federal funds including a loan, grant, or cooperative agreement. Nevertheless, in
accordance with 23 U.S.C. $ 142(g), the Hatch Act of 1939 does not apply to a nonsupervisory
employee of a transit system (or of any other agency or entity performing related functions)
receiving FTA assistance to whom the Hatch Act of 1939 does not otherwise apply.
14.8 False or Fraudulent Statements or Claims. The RTPO acknowledges and agrees that the
Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. S 3801 et seq., and USDOT
regulations, Program Fraud Civil Remedies, 49 C.F.R. pt. 31, apply to its activities. Accordingly,
by executing this Agreement the RTPO certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, or it may make in connection with the administration of the
RTPO covered by this Agreement. ln addition to other penalties that WSDOT reserves the right to
impose on the RTPO, the RTPO also acknowledges that if it makes a false, fictitious, or
fraudulent claim, statement, submission, or certification to WSDOT or the Federal Government,
WSDOT and the Federal Government, each, reserves the right to impose the penalties of the
Fraud Civil Remedies Act of 1986, as amended, on the RTPO to the extent either deems
appropriate.
15 Gompliance with Laws and Regulations
15.1 The RPTO agrees to abide by allapplicable 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 RPTO will adhere to all
WSDOT Agreement #GCB 3521 Page 6 of 8
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 RpTO
to observe or enforce compliance with any provision, perform any other act, or do any other thing
in contravention of state or local law. lf any provision or compliance with any provision of this
AGREEMENT violate state or local law, or would require the RPTO to violate state or local law,
the RPTO agrees to notify WSDOT immediately in writing. Should this occur, WSDOT and the
RPTO agree to make appropriate arrangements to proceed with or, if necessary, expeditiously,
terminate the AGREEMENT.
16 Venue and Process
16.1 ln 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.
17 Legal Relations
17.1 Each Party to this Agreement will protect, defend, indemnify, and save harmless the other party,
its officers, officials, employees, and agents, while acting within the scope of their employment as
such, from any and all costs, claims, judgments, and/or awards of damages (both to persons and
propedy), arising out of, or in any way resulting from, each Party's negligent acts or omissions
with respect to the provisions of this Agreement. Neither Party will be required to indemnify,
defend, or save harmless the other Party if the claim, suit, or action for injuries, death, or
damages (both to persons and property) is caused by the sole negligence of the other Party.
Where such claims, suits, or actions result from the concunent negligence of the Parties, their
agents, officials or employees, and/or involve those actions covered by RCW 4.24.115, the
indemnity provisions provided herein will be valid and enforceable only to the extent of the
negligence of the indemnifying Party, its agents, officials or employees.
17.2 Furilher, the RTPO specifically assumes potential liability for actions brought by RTPO's own
employees or agents against the STATE and, solely for the purpose of this indemnification and
defense, the RTPO specifically waives any immunity under State industrial insurance laws, Tile
51 RCW. The provisions of this Section shall survive the termination of this Agreement.
{8 lndependent Gontractor
18.1 The RTPO shall be deemed an independent contractor for all purposes and the employees of the
RTPO or any of its contractors, subcontractors and the employees thereof, shall not in any
manner be deemed to be employees of the STATE,
19 Liability
19.1 No liability shall attach to the STATE by reasons of entering this Agreement except as expressly
provided herein.
20 Severability
2O.1 lf any covenant or provision in this Agreement shall be adjudged void, such adjudication shall nol
affect the validity, obligation, or performance of any other covenant or provision which in itself is
valid, if such remainder would then continue to conform to the terms and requirements of
applicable law and this Agreement.
WSDOT Agreement #GCB 3521 Page 7 of 8
21 Public Records Act
21.1 The RTPO understands and agrees that the Public Records Act, RCW 42.56 applies to the
information and documents, both paper and electronic, submitted to the STATE. The RTPO
should therefore be aware that all applications and materials submitted will become agency
records and are subject to public release through individual public disclosure requests.
22 Authority to Sign
22.1 The undersigned acknowledges that they are authorized to execute this Agreement and bind their
respective agencies to the obligations set forth herein.
lN WITNESS WHEREOF, the Parties have executed this Agreement as of the date signed last by the
Parties below.
APPROVED AS TO FORM:
Signed: /s/
Printed Name: James "J" Nelson
Title: Assistant Attorney General
Date: June 21,2021
REGIONAL TRANSPORTATION PLANNING
ORGANIZATION
WASHINGTON STATE DEPARTMENT OF
TRANSPORTATION
sisn",ffi7^H.-Signed: ['tn' Uftl'f(Digilally signed by Keri Woehler
Date:2021.07.08 I 5:09:57 -07'00'
pri nted r.r *
"',
qTJ[T*U;;?L-,,Printed Name: Kerri Woehler
ct'o)n 1':d.*.,Title Title: Director, Multimodal Planning and Data
Division
l,lv (o 7pr(Date Date: July 8,2021
WSDOT Agreement #GCB 3521 Page 8 of 8