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HomeMy WebLinkAbout09-194 - King County / Department of Transportation - 2009-2011 Commute Trip Reduction (CTR) 09- 194(a) Council Approval N/A AMENDMENT #1 to the COMMUTE TRIP REDUCTION PROGRAM IMPLEMENTATION AGREEMENT between King County, Department of Transportation, Metro Transit Division and The City of Tukwila That portion of Contract No. 09 -194 between the City of Tukwila and King County Department of Transportation, Metro Transit Division, dated July 1, 2009 through December 31,'2010 is amended as follows: Compensation and Method of Payment: Total amount to be paid shall not exceed $36,500 (an addition of $14,900 to original contract amount of $21,600). Duration of Agreement: This contract amendment shall be in full force and effect for a period commencing January 1, 2011 and ending June 30, 2011 (extending contract duration from December 31, 2010 to June 30, 2011). All other provisions of the contract shall remain in full force and effect. Dated this <ZC- day of 2010. KING COUNTY CITY OF TUKWILA D P1 MENT OF TRA PORTATION David Lantry, CTRS Supervis aggee ayor ATTEST /AUTHENTICATED APPROVED AS TO FORM Christy O'Flahertty, CMC, City Clerk- Ci A a e Date approved by City Council (Applicable if contract amount is over $25,000) HAKing County MEtro 2009 2011\2011 KCM\To go to ATTY and forward on \Contract Amendment for KingCountyMetro 201 Ldoc kn 1211/2010 Page 1 of 1 09 -194 Council Approval N/A COMMUTE TRIP REDUCTION PROGRAM IMPLEMENTATION AGREEMENT between King County, Department of Transportation, Metro Transit Division and The City of Tukwila This Commute Trip Reduction Program Agreement (the "Agreement is entered into by and between King County, a home rule charter county of the State of Washington, through its Department of Transportation, Metro Transit Division (the "County" or "Metro Transit and the City of Tukwila (the "City either of which entity may be referred to hereinafter individually as "Party" or collectively as the "Parties," for the purpose of implementing the Washington State Commute Trip Reduction Law of 1991. WHEREAS, the purpose of RCW 70.94.521, et seq., the "Commute Trip Reduction (CTR) Law," is to reduce air pollution, traffic congestion and fuel consumption by encouraging commuters to use alternative modes of transportation, such as buses, carpools, vanpools, bicycles, and walking, instead of single occupancy vehicles "SOV and WHEREAS the CTR Law requires local governments in those counties experiencing the greatest automobile related air pollution and traffic congestion to develop and implement Commute Trip Reduction "CTR plans to reduce vehicle miles traveled per employee and drive alone commute trips; and WHEREAS, the CTR Law also requires major employers to develop, implement and promote employee transportation programs to encourage their employees to shift away from drive alone commutes; and WHEREAS, the City has within its jurisdictional boundaries one or more "major employers" and is required by RCW 70.94.527 to develop and implement a commute trip reduction plan; and WHEREAS, the Parties hereto are authorized to enter into this Agreement pursuant to RCW 70.94.527(5); and WHEREAS, King County Code Section 28.94.110 authorizes the King County Executive to enter into agreements with state and local agencies for assistance in implementing the CTR Law; and WHEREAS, CTR plans developed by local jurisdictions are required to be coordinated and consistent with the CTR plans of adjacent jurisdictions as well as applicable regional plans; and WHEREAS, the City and the County desire through this Agreement to implement the CTR Law consistent with the statute and any applicable rules and regulations; and WHEREAS, the City can achieve cost efficiencies and administrative consistency by contracting with the County for CTR implementation; Commute Trip Reduction Agreement Between King County and the City of Tukwila Page 1 of 9 NOW THEREFORE, in consideration of the terms, conditions, mutual promises and covenants set forth herein, the Parties agree as follows: 1. PURPOSE Page 2 The purpose of this Agreement is to establish a mechanism that will allow for certain tasks to be undertaken by the County on behalf of the City to implement the City's obligations under the CTR Law and to set forth the responsibilities of the Parties with respect to that objective. 2. DEFINITIONS The following definitions shall apply for purposes of this Agreement: "Administrative Representative" means the primary administrative contact for issues related to this Agreement as designated in Section 9.2 of the Agreement. "Affected Employer" means an employer required by RCW 70.94.521 and the City's CTR Plan to implement a CTR program (see also "major employer "Commute Trip Reduction Plan (CTR Plan)" means a plan adopted by the City designed to reduce the proportion of single occupant vehicle "SOV commute trips and commute trip vehicle miles traveled by employees. "Commute Trip Reduction Program (CTR Program)" means a program designed by an Affected Employer to reduce the proportion of drive alone commute trips and be consistent with the rules established by the Commute Trip Reduction Board. "CTR Funds" means state funds authorized by RCW 70.94.544 and Section 301 of the Natural Resources biennial budget to help counties and cities implement commute trip reduction plans. "Major Employer" means a private or public employer that employs one hundred or more full time employees at a single worksite who are scheduled to begin their regular workday between 6:00 a.m. and 9:00 a.m. on weekdays for at least twelve continuous months during the year, as provided in RCW 70.94.521 (herein also known as an "Affected Employer "State" is the Washington State Department of Transportation (WSDOT) unless otherwise noted. Commute Trip Reduction Program Implementation Agreement Between King County and the City of Tukwila Page 2 of 9 3. DUTIES AND RESPONSIBILITIES 3.1 Provision of CTR Services. Metro Transit will perform the CTR implementation services specified with particularity in the Scope of Work (the "Work set forth as Exhibit A, which is attached hereto and incorporated herein by this reference. 3.2 Reimbursement of Costs. In accordance with the payment and billing provisions set forth in Section 4 of this Agreement, the City will reimburse the County for undertaking the Work pursuant to this Agreement. 4. PAYMENT AND BILLING 4.1 Payment. The City will reimburse the County for the full costs associated with the County's performance of the work pursuant to this Agreement. 4.2 Cost Estimate and Budget. A cost estimate and budget for work to be performed through June 30, 2010 is set forth in Exhibit B, which is attached hereto and incorporated herein by this reference. 4.3 Invoices and Payment Process. The City shall make payments to the County for Work performed pursuant to this Agreement upon receipt of detailed billing invoices from the County. The City shall make payment to the County within thirty (30) days of receipt of a billing invoice from the County. The County shall submit invoices and a quarterly progress report to the City per the following schedule: Payment Fixed Invoice Submitted Payment No Earlier Than 1st payment $3,600.00 September 30, 2009 2 payment $3,600.00 December 31, 2009 3 payment $3,600.00 March 31, 2010 4th payment $3,600.00 June 30, 2010 5 payment $3,600.00 September 30, 2010 6 payment $3,600.00 December 31, 2010 Total $21,600.00 4.4 Payment Amounts. Each payment shall consist of the fixed amount specified above in Subsection 4.3. Page 3 4.5 Reimbursement of Pre Termination Costs Incurred. In the event of termination pursuant to the provisions of Section 7 (Termination) of this Agreement, the City shall reimburse the County for all costs payable under this Agreement that have been incurred up to and including the effective date of termination. Commute Trip Reduction Program Implementation Agreement Between King County and the City of Tukwila Page 3 of 9 5. WORK SCHEDULE AND PROGRESS REVIEW Page 4 5.1 Progress Reviews. The County shall submit a quarterly report of progress and anticipated activities to jurisdiction representatives in a format prescribed by the City and in accordance with WSDOT guidelines. On- going, periodic review of issues and materials will also be conducted with the jurisdiction representatives. 5.2 State Evaluation Requirements. At the request of the City, the County will provide information to the State for monitoring or evaluation activities. 6. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement is effective from July 1, 2009. The expiration date for purposes of performing substantive work as described in Exhibit A (Scope of Work) and for incurring costs is December 31, 2010, and for final accounting purposes is January 7, 2011, unless the Parties agree to an extension using the modification procedure provided in Section 8 (Changes and Modifications) of this Agreement. 7. TERMINATION 7.1 Termination for Default. Either Party may terminate this Agreement in the event the other Party fails to perform a material obligation of this Agreement. Written notice of a Party's intention to terminate this Agreement pursuant to this Subsection 7.1 shall be provided to the other Party not less than fifteen (15) calendar days prior to the effective date of termination. 7.2 Termination for Convenience. Either Party to this Agreement may terminate the Agreement, in whole or in part, for convenience and without cause. Written notice of a Party's intention to terminate this Agreement pursuant to this Subsection 7.2 shall be provided to the other Party not less than thirty (30) days prior to the effective date of termination. 7.3 County Funding and Termination for Non Appropriation. Performance of any Work undertaken by the County pursuant to this Agreement in advance of receiving reimbursement by the City beyond the current appropriation year is conditioned upon the appropriation by the County Council of sufficient funds to support the performance of the Work. Should such an appropriation not be approved, the Agreement shall terminate at the close of the current appropriation year. The appropriation year ends on December 31 of each year. 7.4 Termination Due to Loss of State Funding. If at any time during the Agreement period the State acts to terminate, reduce, modify, or withhold CTR State Funds allotted to the City pursuant to RCW 79.94.544 then either Party may terminate this Agreement by giving thirty (30) days advance written notice to the other Party. Commute Trip Reduction Program Implementation Agreement Between King County and the City of Tukwila Page 4 of 9 8. CHANGES AND MODIFICATIONS Either Party may request changes to the provisions of this Agreement. Any such changes must be mutually agreed upon and incorporated by written amendment to this Agreement. No variation or alteration of the terms of this Agreement will be valid unless made in writing and signed by authorized representatives of the Parties hereto. 9. NOTIFICATION AND IDENTIFICATION OF CONTACTS 9.1 Administrative Representatives. Both Parties shall designate an administrative representative to act as the contact person for matters pertaining to this Agreement. 9.2 Contact Persons and Addresses. For the County: David Lantry, Supervisor of CTR Services or Designee Yesler Building 400 Yesler Way, Rm. 650 Seattle, WA 98104 (206) 684 -1139 For the City: Ms. Margaret Lubov, CTR Coordinator City of Tukwila 6300 Southcenter Blvd. Tukwila, WA 98188 (206) 433 -7142 9.3 Notice. Any notice or communication required or permitted to be given pursuant to this Agreement shall be in writing and shall be sent postage prepaid by U.S. Mail, return receipt requested, to the Parties' respective administrative representatives at the addresses identified in Subsection 9.2 of this Agreement. 10. DISPUTE RESOLUTION PROCESS The Parties, through their designated representatives identified in Subsection 9.2 of this Agreement, shall use their best efforts to resolve any disputes pertaining to this Agreement that may arise between the Parties. If these designated representatives are unable to resolve a dispute, the responsible project managers of both Parties shall review the matter and attempt to resolve it. If they are unable to resolve the dispute, the matter shall be reviewed by the department directors of both Parties or his or her designee. The Parties agree to exhaust each of these procedural steps before seeking to resolve disputes in a court of law or any other forum. Commute Trip Reduction Program Implementation Agreement Between King County and the City of Tukwila Page 5 of 9 Page 5 11. AUDITING OF RECORDS. DOCUMENTS AND REPORTS Page 6 The State Auditor and any of its representatives shall have full access to and the right to examine during normal business hours and as often as the State Auditor may deem necessary, all the records of the City and the County with respect to all matters covered in this Agreement. Each Party to the Agreement shall have similar access and rights with respect to the records of the other Party. Such representatives shall be permitted to audit, examine, and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls, and records of matters covered by this Agreement. The County shall require any subcontractors performing work on this Agreement to grant the State, the State Auditor, and any of their representatives, comparable audit rights as set forth in this Section. Such rights last for three (3) years from the date final payment is made hereunder. 12. INDEMNIFICATION AND HOLD HARMLESS 12.1 To the maximum extent permitted by law, each Party shall defend, indemnify and hold harmless the other Party and all of its officials, employees, principals and agents from all claims, demands, suits, actions, and liability of any kind, including injuries to persons or damages to property, which arise out of, are connected with, or are due to any negligent acts or omissions of the indemnifying Party, its contractors, and/or officials, employees, agents, or representatives in performing work under this Agreement; provided, however, that if (and only if) the provisions of RCW 4.24.115 apply and any such damages and injuries to persons or property are caused by or result from the concurrent negligence of the City or its contractors, officials, employees, agents, or representatives, and the County or its contractors, officials, employees, agents, or representatives, each Party's obligation hereunder applies only to the extent of the negligence of such Party or its contractors, officials, employees, agents, or representatives. Each Party specifically assumes potential liability for actions brought by its own employees against the other Party and for that purpose each Party specifically waives, as to the other Party only and only to the extent necessary to fulfill its obligations under this Agreement, any immunity under the Worker's Compensation Act, RCW Title 51; and the Parties recognize that this waiver was the subject of mutual negotiation and specifically entered into pursuant to the provisions of RCW 4.24.115, if applicable. 12.2 The City acknowledges it is solely responsible for its compliance with the CTR Act, and for the adoption, implementation, and enforcement of any City ordinances, plans, and programs related to the CTR Act. The City shall indemnify and hold the County harmless from, and shall process and defend, at its own expense, any and all claims, demands, suits at law or equity, actions, penalties, losses, damages, or costs arising out of, in connection with, or incidental to any act or omission of the City or any of its officers, employees, subcontractors or agents in adopting or enforcing any City ordinances, plans and programs related to the CTR Act. Commute Trip Reduction Program Implementation Agreement Between King County and the City of Tukwila Page 6 of 9 12.4 In the event any Party incurs attorney's fees, costs or other legal expenses to enforce provisions of this section against the other Party, all such fees, costs, and expenses shall be recoverable by the prevailing party. 13. LEGAL RELATIONS 13.1 No Third Party Beneficiaries. It is understood that this Agreement is solely for the benefit of the Parties hereto and gives no right to any other person or entity. 13.3 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 13.5 Mutual Negotiation and Construction. This Agreement and each of the terms and provisions hereof shall be deemed to have been explicitly negotiated between, and mutually drafted by, both Parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either Party. Commute Trip Reduction Program Implementation Agreement Between King County and the City of Tukwila Page 7 of 9 Page 7 12.3 The Parties hereto acknowledge that the State of Washington is not liable for damage or claims from damages arising from any act or omission of the County or the City under this Agreement. 13.2 No Partnership or Joint Venture. No joint venture, agent principal relationship or partnership is formed as a result of this Agreement. No employees or agents of one Party or any of its contractors or subcontractors shall be deemed, or represent themselves to be, employees or agents of the other Party. 13.4 Jurisdiction and Venue. The King County Superior Court, situated in Seattle, Washington, shall have exclusive jurisdiction and venue over any legal action arising under this Agreement. 13.6 Severability. If any provision of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall not be affected thereby if such remainder would then continue to serve the purposes and objectives originally contemplated by the Parties. 13.7 Waiver of Default. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless stated to be such in writing, signed by duly authorized representatives of the Parties, and attached to the original Agreement. 13.8 Assignment. Neither this Agreement, nor any interest herein, may be assigned by either Party without the prior written consent of the other Party. 13.9 Binding on Successors and Assigns. This Agreement and all of its terms, provisions, conditions, and covenants, together with any exhibits and attachments now or hereafter made a part hereof, shall be binding on the Parties and their respective successors and assigns. 13.10 Rights and Remedies. Both Parties' rights and remedies in this Agreement are in addition to any other rights and remedies provided by law. Page 8 13.11 Entire Agreement. This Agreement embodies the Parties' entire understanding and agreement on the issues covered by it, except as may be supplemented by subsequent written amendment to this Agreement, and supersedes any prior negotiations, representations or draft agreements on this matter, either written or oral. 13.12 Survival. The provisions of this Section 13 (Legal Relations) shall survive any termination of this Agreement. 14. FORCE MAJEURE Either Party to this Agreement shall be excused from performance of any responsibilities and obligations under this Agreement, and shall not be liable for damages due to failure to perform, during the time and to the extent that it is prevented from performing by a cause directly or indirectly beyond its control, including, but not limited to: any incidence of fire, flood, snow, earthquake, or acts of nature; strikes or labor actions; accidents, riots, insurrection, terrorism, or acts of war; order of any court of competent jurisdiction or authorized civil authority commandeering material, products, or facilities by the federal, state or local government; or national fuel shortage; when satisfactory evidence of such cause is presented to the other Party to this Agreement, and provided that such non performance is beyond the control and is not due to the fault or negligence of the Party not performing. In no event should this provision eliminate the obligation of the City to make payment to the County for the Work performed pursuant to this Agreement. 15. COMPLIANCE WITH APPLICABLE LAWS The Parties agree to comply with all applicable federal, state, and local laws, rules, and regulations, including those pertaining to nondiscrimination and agree to require the same of any subcontractors providing services or performing any of the Work using funds provided under this Agreement. Commute Trip Reduction Program Implementation Agreement Between King County and the City of Tukwila Page 8 of 9 16. EXECUTION OF AGREEMENT COUNTERPARTS This Agreement may be executed in two (2) counterparts, either of which shall be regarded for all purposes as an original. Dated this 1 r day of 0 p Q 2009. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the latest date written below. KING COUNTY DEPARTMENT OF TRANSPORTATION METRO TRANSIT DIVISION By: Date: Kevin Desmond, General Manager King County Me ro Transit Approved as to form by K.C.P.A.O. Commute Trip Reduction Program Implementation Agreement Between King County and the City of Tukwila Page 9 of 9 CITY OF TUKWILA By: C 1 jf (71.1 ame /title] Date: b-e-tothAl Approved as to form: By: Date: 2 Page 9 City of Tukwila Exhibit A Commute Trip Reduction Services Contract Scope of Work Period: July 1, 2009, through December 31, 2010 King County will implement all elements of the City of Tukwila CTR workplan though the following activities 1. Required Activities A) Notification of new worksites: No Activity Proposed B) Administration of CTR Surveys: No Activity Proposed C) Employer Report: 1. Send report reminder letters 2. Monitor program report receipt 3. Follow up with sites with late program reports via phone or email 4. Review and grant extensions 5. Provide ongoing assistance to ETCs with the online report system 6. Review all program reports for completeness and potential for trip reduction Incentives /Subsidies or Pre -Tax benefit Parking Management Guaranteed Ride Home CTR Program Summary and program promotion plan 7. Assist with development or updating of CTR Program Summary 8. Provide jurisdiction with summary of programs and recommended actions 9. Generate approval letter for City signature 10. Complete report entry and approve in the online system D) Review of Exemptions: No Activity Proposed E) Record Maintenance: 1. Maintain database on all affected sites 2. Maintain database on all ETCs 3. Maintain master file records on all affected sites 4. On a quarterly basis, provide WSDOT with hard copy of each employer program report approved within the quarter 5. Provide WSDOT with an electronic copy of the CTR database of the City's CTR affected employers, quarterly or as required by WSDOT 6. Provide quarterly report information for jurisdiction to complete state funds billing 1 F) Compliance: No Activity Proposed II. Employer Service Activities A) Employer Training: No Activity Proposed B) Incentives: No activity proposed C) Employer Outreach: 1. Respond to ETCs questions and requests regarding CTR requirements, surveying, reporting, transit service, commute options, commute products 2. Send other transportation related news /announcements via email to all ETCs 2