TIC 2017-10-10 Item 2C - Agreement - 2017-2019 Transportation Demand Management Program with King County Metro

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The purpose of this Agreement is to establish a mutually beneficial arrangement between the City and the County that will help both Parties realize their respective TDM objectives by creating a mechanism to allow the County to reimburse the City for costs incurred to implement a program to provide TDM services as provided for in the Agreement, including its recitals and exhibits. In consideration of the City's performance of the tasks and responsibilities set forth in the Agreement, the County will provide the City with a total of up to $75,000 in funding from the WSDOT Grant. The funds will be used to assist in financing the City's South King County Transportation Options TDM Program. The work objectives, budget and timelines are stated in the Scope of Work as set forth in Exhibit A which is attached hereto and incorporated herein by this reference. 2. AGREEMENT TERM AND MODIFICATIONS This Agreement shall be effective upon the date that it is signed by both Parties (the "Effective Date"), and shall remain in effect through June 30, 2019, unless earlier terminated in accordance with Section 7 of the Agreement. Any changes made within the Scope of Work of this Agreement must be mutually agreed upon by both Parties in writing. If any such changes cause an increase or decrease in the cost, or in the time, required for the performance of any work undertaken under this Agreement, an equitable adjustment to the price or period of performance may be discussed by the Parties and, if the Parties agree on any such proposed modification, the Agreement shall then be modified in writing accordingly, pursuant to the provisions of Section 13 of this Agreement. 3. SCOPE OF WORK The City shall furnish the necessary personnel, equipment, material and/or services and otherwise do all things necessary for or incidental to the performance of the work required as related to project performance associated with the Scope of Work described in Exhibit A. The project objectives, timelines and budget are stated in the Scope of Work described in Exhibit A. 4. INVOICE AND PAYMENT PROCEDURES The County will reimburse the City for the actual cost of work performed pursuant to this Agreement as identified in the Scope of Work set forth in Exhibit A to this Agreement. The City shall submit completed invoice(s) to the County detailing expenses, quarterly activities, deliverables completed, outcomes and metrics broken out by the cost categories detailed in the budget contained in Exhibit A to this Agreement. The invoices shall be submitted to the County within thirty (30) days of each quarter's end. The County will include the information provided by the City in quarterly reports required by WSDOT where applicable. The City will provide financial information for the last invoice for work performed and billed to the WSDOT Grant by June 15, 2019 to enable the County to accrue the billing with WSDOT. The City will then prepare and submit the final billing on the WSDOT Grant within thirty (10) calendar days after June 30, 2019. The County shall pay the City within thirty (30) calendar days after the County has received completed invoices and approved them for payment. In no event shall the total reimbursement to the City for work performed pursuant to this Agreement exceed $75,000 (the "Reimbursement Cap"). Transportation Demand Management Agreement between the City of Tukwila and King County Page 2 of 14 25