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HomeMy WebLinkAbout15-061 - Seattle Southside Regional Tourism Authority - 2015 Municipal Services Agreement15 -061 Council Approval N/A Agreement for Municipal Services between the City of Tukwila and Seattle Southside Regional Tourism Authority. This Agreement for Municipal Services (this "Agreement ") dated this j v day of fit--, , 2015, is made and entered into by and between the City of Tukwila (the "City" or "Tukwila "), a municipal corporation organized under the laws and statutes of the State of Washington, and the Seattle Southside Regional Tourism Authority (the "SSRTA "), a public development authority chartered by the City of SeaTac pursuant to chapter 35.21 RCW. Recitals: WHEREAS, in 2014, the cities of Tukwila, SeaTac, and Des Moines executed an Interlocal Agreement for the Joint Establishment of a Tourism Promotion Area (the "ILA ") that created a tourism promotional area encompassing the geographical area of the three cities; and WHEREAS, the City currently administers the Seattle Southside Visitor Service ( "SSVS "), a tourism promotion program funded by a portion of lodging taxes imposed and collected within Tukwila, SeaTac, and Des Moines, and remitted to SSVS in exchange for tourism services; and WHEREAS, SSVS employees are City employees, subject to the ordinances, resolutions, policies, and agreements that cover all City employees; and WHEREAS, in furtherance of the terms of the ILA, the City of SeaTac chartered the SSRTA for the purpose of, among other things, administering the activities and programs of the tourism promotion area; and WHEREAS, also in furtherance of the terms of the ILA, the parties thereto agreed that many of the functions of SSVS will transition to the SSRTA and furthermore agreed to execute agreements with the SSRTA for the transfer of assets, equipment, and intellectual property used by SSVS to accomplish the purposes of the SSRTA and to use best efforts to assist in the transition of such services, assets, equipment and property at no cost to the SSRTA; and WHEREAS, the SSRTA is working to become fully operational no later than December 31, 2015; and WHEREAS, the City desires to assist the SSRTA in its transition by allowing current SSVS staff to do work for the SSRTA; and WHEREAS, the City and the SSRTA now desire to enter into this Agreement for the purposes of establishing a service agreement between the two governmental entities; 1 I of3 NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as follows: Section 1. Tukwila City Employees Permitted to Work for SSRTA. City employees are permitted to work on projects related to SSRTA, with the understanding that assisting SSRTA needs to be balanced with the administration of the City, and in particular SSVS and its mission of conducting regional tourism. City employees shall continue to report only to the City of Tukwila's Administration, with the understanding that City employees may take direction from and act pursuant to direction provided by the SSRTA Board of Directors in furtherance of SSRTA purposes and the understanding of the parties to the ILA; provided, the City of Tukwila Administration retains sole authority in the prioritization of work conducted by City employees. The City will not require reimbursement for time City employees spent working on SSRTA matters. SSRTA agrees that the City's collective bargaining agreement, personnel policies and procedures, administrative policies and code of ethics ordinance will continue to apply to City employees, even when doing work for SSRTA. The Parties hereto acknowledge and agree that all individuals staffed at SSRTA or doing work on behalf of SSRTA under the terms of this Agreement are solely employees of the City. The City shall be responsible for providing any salary or other benefits to any individuals providing services to the SSRTA under this Agreement and will make all appropriate tax, social security, Medicare and other withholding deductions and payments; will provide worker's compensation insurance coverage; and will make all appropriate unemployment tax payments. Section 2. Limited Authority. City employees are not authorized sign contracts or agreements on behalf of SSRTA. SSVS and other City staff may administer contracts that have been signed by SSRTA, subject to the other limitations noted herein. Section 3. Agreement to Temporary Use Space and Website. The current work space at SSVS, leased by the City, may be used to conduct SSRTA business. Likewise, space leased by the SSRTA for the conduct of its business may also be used to conduct SSVS business. The City permits the SSRTA to use the current SSVS website for notifications of SSRTA meetings, posting of agendas, and in furtherance of SSRTA purposes and the understanding of the parties to the ILA. The SSRTA and the City shall each be responsible for complying with any laws related to open public meetings and disclosure and retention of public records. 2 Section 4. Indemnification. SSRTA shall indemnify and hold harmless the City and its agents, employees, and /or officers, from any and all costs, claims, judgments, or awards of damages arising out of the acts or omissions of the SSRTA, its officers, employees or agents 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, of whatsoever kind or nature, brought against the City arising out of, in connection with, or incident to this Agreement and /or SSRTA's performance or failure to perform any aspect of this Agreement. The City shall indemnify and hold harmless the SSRTA and its agents, employees, and /or officers, from any and all costs, claims, judgments, or awards of damages arising out of the acts or omissions of the City, its officers, employees or agents 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, of whatsoever kind or nature, brought against the SSRTA arising out of, in connection with, or incident to this Agreement and /or the City's performance or failure to perform any aspect of this Agreement. Notwithstanding anything to the contrary in this Agreement, the SSRTA shall indemnify and hold the City and its employees, agents, and representatives harmless for any claims or damages arising out of City employees' work done at the direction of the SSRTA, specifically including, but not limited to, errors and omissions. While Tukwila may allow the SSVS website to be used for notifications and staff may assist in scheduling SSRTA meetings, SSRTA shall indemnify and hold the City and its employees, agents, and representatives harmless for any violations of the open meetings law, contracting for services, and public records retention and storage. Section 5. Incidental Purchases. Incidental purchases, not greater than $5,000 total for 2015, may be made by SSVS staff for SSRTA. Purchases shall be charged to the City of SeaTac only expenses account in the City's budget. Section 6. Termination and Expiration. A. Termination. Either party may terminate this Agreement upon providing the other party at least ten days written notice, via US Mail, email, or in person. Upon termination, the indemnification language found in section 4 shall survive. B. Expiration. This Agreement shall expire at midnight on December 31, 2015 unless extended by the Parties. However, the indemnification language found in section 4 shall survive. 3 Section 7. General Provisions. A. Effective Date. This Agreement shall be effective upon approval by SSRTA governing body and execution by SSRTA's Chair of its Board of Directors and the Mayor of Tukwila or Mayor's designee B. Amendment. This Agreement may be amended only upon the consent of both Parties. Any amendments shall be in writing and shall be ratified and executed by the Parties in the same manner in which this Agreement was originally adopted. C. Waiver. The waiver by any party of any breach of any term, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same term, covenant, or condition of this Agreement. D. Severability. If any provision of this Agreement shall be held invalid, the remainder of the Agreement shall not be affected thereby. E. Entire Agreement. This Agreement represents the entire understanding of the Parties and supersedes any oral representations that are inconsistent with or modify its terms and conditions. F. Counterparts. This Agreement shall be effective whether signed by all Parties on the same document or signed in counterparts. G. Notices. Any notice to be provided under the terms of this Agreement, shall be delivered by certified mail, return receipt requested, or by personal service to the following: For Tukwila: City of Tukwila City Clerk 6200 Southcenter Blvd. Tukwila, WA 98188 For SSRTA: SSRTA Board Chair 3100 S. 176th St. SeaTac, WA 98188 H. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Any actions, suit, or judicial or administrative proceeding for the enforcement of this Agreement shall be brought and tried in the Federal or Superior Court for the State of Washington in King County. I. Disclaimer. The Parties acknowledge that the SSRTA is organized pursuant to Ordinance No. 14 -014 of the City of SeaTac, Washington adopted on October 14, 2014, as existing or as hereinafter amended, and RCW 35.21.730 through 35.21.755. All liabilities incurred by the SSRTA shall be satisfied exclusively from the assets and properties of the SSRTA and no creditor or other 4 person shall have any right of action against the City, the City of SeaTac, the City of Des Moines, Washington or any other entity on account of any debts, obligations, or liabilities of the SSRTA unless explicitly agreed to in writing by such entity. RCW 35.21.750 provides as follows: "[A]II liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission, or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission, or authority on account of any debts, obligations or liabilities of such public corporation, commission, or authority." IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed. CITY OF TUKWILA By: aggert yor Da ed: �° S-15 Attest: Seattle Southside Regional Tourism Authority Dated:. , (2 15 Christy O'Flaherty, CI Approved as to Form: y C erk ity Attorney