HomeMy WebLinkAbout21-160 - Washington State Department of Transportation (WSDOT) - Transportation Demand Management Implementation AgreementAsk
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Public Transportation Division
310 Maple Park Avenue S.E.
P.O. Box 47387
Olympia, WA 98504-7387
This is the FIRST AMENDMENT to AGREEMENT PTD0430 entered into between the
Washington State Department of Transportation (hereinafter referred to as "WSDOT"), and
City of Tukwila (hereinafter referred to as "CONTRACTOR"), and/or individually referred to
as the "PARTY" and collectively referred to as the "PARTIES,"
RECITAL
WHEREAS, both parties agree to amend AGREEMENT PTD0430 to:
- Incorporate the approved Administrative Work Plan, as Exhibit I.
- Update the RCW reference in the contract as follows:
• On pages 1 and 2 replace "RCW 70.94.521 through RCW 70.94.555"
with "RCW 70A.15.4000 through RCW 70A.15.4110"
• On page 4 replace "RCW 70.94.544 and by ordinances adopted pursuant to
RCW 70.94.527(5)" with "RCW 70A.15.4080 and by ordinances adopted
pursuant to RCW 70A.15.4020(5)"
NOW THEREFORE, the following AMENDMENTS are hereby incorporated into
AGREEMENT PTD0430
AGREEMENT
1. RECITALS are hereby incorporated into this AGREEMENT.
2. Incorporate the approved Commute Trip Reduction Administrative Work Plan, attached
hereto as Exhibit I.
3. Update the RCW references on pages 1, 2 and 4.
4. A copy of this AMENDMENT to the AGREEMENT PTD0430 shall be attached to and made
a part of the original AGREEMENT. Any references to the "AGREEMENT" shall mean
"AGREEMENT as amended."
5. All other terms and conditions of the original AGREEMENT not hereby amended shall
remain in full force and effect. This document may be simultaneously executed in several
counterparts, each of which shall be deemed original having identical legal effect.
City of Tukwila
PTD0430-01
Page 1 of 6
IN WITNESS WHEREOF, WSDOT hereto have executed this AMENDMENT the day and year
last written below.
WASHINGTON STATE CONTRACTOR
DEPARTMENT OF TRANSPORTATION
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City of Tukwila
PTD0430-01
Page 2 of 6
Exhibit I
Commute Trip Reduction Administrative Work Plan
2021-2023
Agreement number: PTD0430
Organization: City of Tukwila
Date: 9/30/21
1. Program administration
Brief description
Meet local and state CTR requirements
Employer reporting and records
Program improvements and training
Complete WSDOT quarterly reporting and
invoicing; Learn new Grants Management
System
Identify, track, and notify employers of state
CTR requirements; Onboard new worksites
Integrate CTR activities with City processes
and tools
Activities and deliverables
Assist property owners in the development of
Transportation Management Plans (TMPs);
Monitor TMP implementation and compliance
Professional development such as trainings,
conferences, or webinars on TDM best
practices
Participate in WSDOT TDM meetings and
regional transportation meetings
Nonresponsive ETC contacts or sites
Uncertainty of impacts of continuing COVID-
19 pandemic and other crises (such as
economic recession or civil unrest)
Potential issues and risks
Staff turnover may create continuity
challenges
Admin tasks requiring more effort (e.g.,
required grant documentations, etc.) than
program implementation, leading to less
engagement with worksites
City of Tukwila
PTD0430-01
Page 3 of 6
2. Employer program development, engagement, and marketing
City of Tukwila
PTD0430-01
Page 4of6
CTR -affected worksite and TMP site
engagement
Campaigns and events such as "Bike Month"
or "SKC Mobility Webinar"
Brief description
Marketing collateral such as a menu of
options for employers, transportation
information flyers or brochures
Incentives for employee engagement
Provide ongoing ETC outreach, consultation,
and training
Identify and onboard new worksites and train
new ETCs
Annual campaigns such as Bike Everywhere
Activities and deliverables
Month (May), Ride Transit Month (June),
Wheel Options (October)
Attend employee engagement events such
as wellness fairs to promote CTR
ETC Network Meetings
Develop or update tools and resources for
ETCs; Keep CTR webpage updated
Uncertainty of the continuing impacts of
COVID-19 pandemic — limitations on in-
person gatherings; staff exposure resulting in
cancellations or rescheduling outreach
Potential issues and risks
events; CTR may not be prioritized by
employers facing constrained budgets;
reduced transit service
Poor weather decreasing event attendance
City of Tukwila
PTD0430-01
Page 4of6
3. Program measurement and reporting (survey or alternate, and employer
program reports)
Brief description
CTR program reports
CTR survey utilizing the new survey tool
Collect CTR program reports; identify and
share opportunities for improvement with
employers
Support ETCs to administer CTR survey,
especially sites that have historically used
Activities and deliverables
paper surveys; Analyze survey results and
share improvement opportunities
Review CTR aggregate report for accuracy
Review any extensions or exemptions for
compliance
Nonresponsive ETC contacts or sites
Potential issues and risks
Staff turnover may create continuity
challenges
City of Tukwila
PTD0430-01
Page 5 of 6
Program Calendar
Apr—June
2023
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� Washington State
W/ Department of Transportation
Public Transportation Division
310 Maple Park Avenue S.E.
P.O. Box 47387
Olympia, WA 98504-7387
WSDOT Contact: Monica Ghosh 206-464-1191
GhoshMo@wsdot.wa.gov
Transportation Demand Management Implementation Agreement
Agreement Number
PTD0430
Contractor: City of Tukwila
6300 Southcenter Blvd
Tukwila, WA 98188
Contact: Alison Turner 206-433-7142
Term of Project
July 1, 2021 through June 30, 2023
U P I N
PTTD004
Vendor #
916001519
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, RCW 70.94.521 through RCW 70.94.555 establishes the state's leadership role, and the
requirements and parameters to reduce traffic congestion, fuel use, and air pollution through commute
trip reduction programs, including transportation demand management programs for growth and
transportation efficiency centers ("GTEC") in Washington State; and
WHEREAS, the State of Washington in its Sessions Laws of 2021, Chapter 333 Section 220
authorizes funding for Public Transportation Programs and other special proviso funding as identified
in the budget through its 2021-2023 biennial appropriations to WSDOT; and
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:
SCOPE OF WORK AND BUDGET
Scope of Work: The CONTRACTOR agrees to provide Transportation Demand Management (TDM)
services, primarily used to support local Commute Trip Reduction (CTR) programs associated with the
Statewide Commute Trip Reduction Program, including: 1) Development and submission of an
Administrative Work Plan by the end of the first quarter of this AGREEMENT that must be approved by
WSDOT in writing; and 2) Implementation of the strategies and production of the deliverables outlined
in the WSDOT-approved Administrative Work Plan in order to implement a CTR program. The
Administrative Work Plan shall be incorporated as an amendment to this AGREEMENT.
Funds
Current Funds
Projected Funds
Total Current & Projected Funds
Commute Trip Reduction
$ 74,204
$ 74,204
Total Project Cost
$ 74,204
$ -
$ 74,204
Budget: Current Funds reflect total funding appropriated by the Washington State Legislature for the
Project in the 2021-2023 biennium.
City of Tukwila
PTD0430
Page 1 of 9
Section 1
Purpose of Agreement
A. The purpose of this AGREEMENT is for WSDOT to provide funding to the CONTRACTOR
to be used solely for activities undertaken to fulfill the requirements of RCW 70.94.521 through
RCW 70.94.555, hereinafter known as the "Project."
B. If this AGREEMENT is used as match for any other related projects with federal funds, in
addition to the requirements of Sections 1 through 30 of this AGREEMENT, the CONTRACTOR
must assume full responsibility for complying with all federal rules and regulations consistent with
the requirements imposed by use of the federal funds on any such related project(s), including
but not limited to Title 23 of the U.S. Code, Highways, as applicable, the regulations issued
pursuant thereto, 2 CFR Part 200, and 2 CFR Part 1201. The CONTRACTOR must also assume
full responsibility for compliance with Federal Highway Administration's (FHWA) Required
Contract Provisions Federal -Aid Construction Contracts, FHWA 1273, which may be found here,
https://www.fhwa,dot.gov/construction/cqit/form1273.cfm, and any amendments/revisions
thereto; and/or the Federal Transit Administration Master Agreement 23, which may be found
here,https://www.transit.dot.gov/funding/grantee-resources/sample-fta-agreements/fta-grant-
agreements.
Section 2
Scope of Work
The CONTRACTOR agrees to perform all designated tasks of the Project under this
AGREEMENT as described in "Scope of Work and Budget".
Section 3
Term of Project
The CONTRACTOR shall commence, perform and complete the Project within the time defined
in the caption space header above titled "Term of Project" of this AGREEMENT regardless of the
date of execution of this AGREEMENT, unless terminated as provided herein. The caption space
header above entitled' "Term of Project" and all caption space headers above are by this reference
incorporated into this AGREEMENT as if fully set forth herein.
Section 4
Project Costs
The total reimbursable cost to accomplish the Project shall not exceed the "Current Funds"
detailed in the "Scope of Work and Budget". The CONTRACTOR agrees to expend eligible "State
Funds" together with any "Contractor Funds" identified above in the "Scope of Work and Budget"
table. If at any time the CONTRACTOR becomes aware that the cost that it expects to incur in
the performance of this AGREEMENT will differ from the amount indicated in the "Scope of Work
and Budget" table above, the CONTRACTOR shall notify WSDOT in writing within thirty (30)
business days of making that determination.
Section 5
Reimbursement and Payment
A. Payment will be made by WSDOT on a reimbursable basis for actual costs and
expenditures incurred, while performing eligible direct and related indirect Project work during the
Project period. Payment is subject to the submission to and approval by WSDOT of properly
prepared invoices that substantiate the costs and expenses submitted by CONTRACTOR for
reimbursement. Failure to send in progress reports and financial information as required in
Section 11 —Reports may delay payment. The CONTRACTOR shall submit an invoice detailing
and supporting the costs incurred. Such invoices may be submitted no more than once per month
and no less than once per year, during the course of this AGREEMENT. If approved by WSDOT,
properly prepared invoices shall be paid by WSDOT within thirty (30) days of receipt of the invoice.
City of Tukwila
PTD0430
Page 2of9
B. State Fiscal Year End Closure Requirement (RCW 43.88): The CONTRACTOR shall
submit an invoice for completed work in the same state fiscal period in which the work was
performed. As defined in RCW 43.88, the state fiscal period starts on July 1 and ends on June 30
the following year. Reimbursement requests must be received by July 15 of each state fiscal
period. If the CONTRACTOR is unable to provide an invoice by this date, the CONTRACTOR
shall provide an estimate of the expenses to be billed so WSDOT may accrue the expenditures
in the proper fiscal period. Any subsequent reimbursement request submitted will be limited to
the amount accrued as set forth in this section. Any payment request received after the timeframe
prescribed above will not be eligible for reimbursement.
Section 6
Administrative Work Plan
The CONTRACTOR agrees to submit to WSDOT an administrative work plan by the end of the
first quarter of this agreement or when the CONTRACTOR submits its first invoice, whichever is
sooner. The administrative work plan will include the following elements:
A. The work plan shall identify the deliverables, schedule, expected outcomes, performance
measures and strategies associated with this AGREEMENT and other strategies as defined in
the approved and locally adopted CTR or GTEC plans. These plans may include, but are not
limited to, recruiting new employer worksites, reviewing employer programs and providing site-
specific suggestions for improved CTR performance, administering surveys, reviewing program
exemption requests, providing employer training, providing incentives, performing promotion and
marketing, and providing emergency ride home and other commuter services.
B. The administrative work plan may be amended based on mutual written agreement
between the WSDOT Project Manager and the CONTRACTOR.
Section 7
Survey Coordination
The CONTRACTOR agrees to coordinate with WSDOT and its contracting partners for
Commute Trip Reduction employer surveys.
Section 8
Planning Data
The CONTRACTOR agrees to provide WSDOT with updated program goals for affected
worksites and jurisdictions as requested. These updates shall be submitted electronically in a
format specified by WSDOT. WSDOT may request worksite TDM plans for review.
Section 9
Database Updates
The CONTRACTOR agrees to provide WSDOT and the CONTRACTOR's contracting partners
with updated lists of affected or participating worksites, employee transportation coordinators, and
jurisdiction contacts, as requested. These updates will be submitted in a format specified by
WSDOT.
Section 10
Use of State Funds for Incentives
The CONTRACTOR agrees to use State funds provided as part of this AGREEMENT in
accordance with incentives guidance that WSDOT shall provide to the CONTRACTOR.
Section 11
Reports
The CONTRACTOR shall prepare and submit quarterly, annual, and final progress reports
pursuant to this agreement and as prescribed in WSDOT's Transportation Demand
Implementation Agreement Guidebook or as requested by WSDOT. Due to Legislative and
WSDOT reporting requirements, any required quarterly progress reports shall be submitted for
City of Tukwila
PTD0430
Page 3 of 9
the duration of the AGREEMENT period regardless of whether the underlying funding sources
have been exhausted. Post -grant annual performance reporting may also be required as
prescribed in the aforementioned guidebook.
Section 12
Funding Distribution
The CONTRACTOR may distribute funds to local jurisdictions to include counties, cities, transit
agencies, Transportation Management Associations, and Metropolitan Planning Organizations or
other eligible organizations authorized to enter into agreements for the purposes of implementing
CTR and/or GTEC, plans as applicable, and as authorized by RCW 70.94.544, and by ordinances
adopted pursuant to RCW 70.94.527(5).
Section 13
Implementation Plans
The CONTRACTOR shall incorporate appropriate sections of the "Scope of Work and Budget"
and incentives guidance, as well as the approved administrative work plan, in all agreements
with eligible contracting partner(s), as necessary, to coordinate the development,
implementation, and administration of such CTR and/or GTEC plans, and in compliance with
applicable ordinances.
Section 14
Coordination with Regional Transportation Planning Organizations (RTPO)
The CONTRACTOR shall coordinate the development and implementation of its CTR and/or
GTEC plan and programs with the applicable regional transportation planning organization
(RTPO). The CONTRACTOR agrees to notify the RTPO of any substantial changes to its plans
and programs that could impact the success of the regional CTR plan. The CONTRACTOR
agrees to provide information about the progress of its CTR and/or GTEC plan and programs to
the RTPO upon request.
Section 15
Project Records
The CONTRACTOR agrees to establish and maintain accounts for the Project in order to
sufficiently and properly reflect all eligible direct and related indirect Project costs incurred in the
performance of this AGREEMENT. Such accounts are referred to herein collectively as the
"Project Account." All costs claimed against the Project Account must be supported by properly
executed payrolls, time records, invoices, contracts, and payment vouchers evidencing in
sufficient detail the nature and propriety of the costs claimed.
Section 16
Audits, Inspections, and Records Retention
WSDOT, the State Auditor, and 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 of the
CONTRACTOR's records with respect to all matters covered by this AGREEMENT. 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 other matters
covered by this AGREEMENT. In order to facilitate any audits and inspections, the
CONTRACTOR shall retain all documents, papers, accounting records, and other materials
pertaining to this AGREEMENT for six (6) years from the date of completion of the Project or the
Project final payment date. However, in case of audit or litigation extending past that six (6) years
period, then the CONTRACTOR must retain all records until the audit or litigation is completed.
The CONTRACTOR shall be responsible to assure that the CONTRACTOR and any
subcontractors of CONTRACTOR comply with the provisions of this section and provide,
WSDOT, the State Auditor, and any of their representatives, access to such records within the
scope of this AGREEMENT.
City of Tukwila
PTD0430
Page 4 of 9
Section 17
Agreement Modifications
A. Either PARTY may request changes to this AGREEMENT, including changes in the Scope
of Project. Such changes that 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, provided, however, that changes to the project title, 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.
B. If an increase in funding by the funding source augments the CONTRACTOR's allocation
of funding under this AGREEMENT, the CONTRACTOR and WSDOT agree to enter into an
amendment to this AGREEMENT, providing for an appropriate change in the Scope of Project
and/or the Project Cost in order to reflect any such increase in funding.
C. If a reduction of funding by the funding source reduces the CONTRACTOR's allocation of
funding under this AGREEMENT, the CONTRACTOR and WSDOT agree to enter into an
amendment to this AGREEMENT providing for an appropriate change in the Scope of Project
and/or the Project Cost in order to reflect any such reduction of funding.
Section 18
Recapture Provision
In the event that the CONTRACTOR fails to expend State Funds in accordance with state law
and/or the provisions of this AGREEMENT, WSDOT reserves the right to recapture State Funds
in an amount equivalent to the extent of noncompliance. The CONTRACTOR agrees to repay
such State Funds under this recapture provision within thirty (30) days of demand.
Section 19
Disputes
A. If the PARTIES cannot resolve by mutual agreement, a dispute arising from the
performance of this AGREEMENT the CONTRACTOR may submit a written detailed description
of the dispute to the WSDOT Public Transportation Division's Statewide Transportation Demand
Management Programs Manager or the WSDOT Public Transportation Statewide Transportation
Demand Management Programs Manager's designee who will issue a written decision within ten
calendar (10) days of receipt of the written description of the dispute. This decision shall be final
and conclusive unless within ten calendar (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. In connection with
any such appeal the CONTRACTOR shall be afforded an opportunity to offer material in support
of its position. The CONTRACTOR's appeal shall be decided in writing 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, the
CONTRACTOR shall continue performance under this AGREEMENT while matters in dispute are
being resolved.
City of Tukwila
PTD0430
Page 5 of 9
Section 20
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 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;
6. 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.
B. 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. Fails to make reasonable progress on the Project or other violation of this AGREEMENT
that endangers substantial performance of the Project; or
4. Fails to perform in the manner called for in this AGREEMENT or fails, to comply with, or
is in 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.
City of Tukwila
PTD0430
Page 6of9
C. 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, VVSDC)7- 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 defauit.
O. In the event that WSDOT elects to waive its remedies for any breach by CONTRACTOR
of any covenan1. term or condition of this /\GREEMEy4T, 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.
E. Any termination of the AGREEMENT, whether for convenience or for default, that requires
the AGREEMENT to be terminated or discontinued before the specified end date set forth in the
caption header, "Term of PjeoC. shall require WSDOT to amend the AGREEMENT to reflect
the termination date and reason for termination.
Section 21
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 22
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, and shall in no way
impair or pjUdice8nyrightOrr8mSdy@v8i|8b|8tOVVS[)C}TvvithreSp8CttO8nybn88ChOrdHf8U|t.
In no event shall acceptance of any WSDOT payment of grant funds by the CONTRACTOR
constitute or be construed as a waiver by CONTRACTOR of any WSDOT breach, or default which
shall in no way impair or pjudice any right or remedy available to CONTRACTOR with respect
to any breach or default.
Section 23
WSDOT Advice
The CONTRACTOR bears complete responsibility for the administration and success of the work
as it is defined in this AGREEMENT and any amendments thereto. Although the CONTRACTOR
may seek the advice of VV@O[)T, the offering of WSDOT advice shall not modify the
CONTRACTOR's rights and obligations under this AGREEMENT and WSDOT shall not be held
Iiable for any advice offered to the CONTRACTOR.
Section 24
Limitation of Liability and Indemnification
A. The CONTRACTOR shall indemnify 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, |onaes, damageo, 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 this AGREEMENT and/or the CONTRACTOR's performance or failure to perform
any aspect of this AGREEMENT. This indemnity provision applies to all claims against WSDOT,
its agents, employees and officers arising out of, in connection with or incident to the acts or
omissions of the CONTRACTOR, its agents, employees and officers. Providgd, however, that
nothing herein shall require the CONTRACTOR to indemnify and hold harmless or defend the
City of Tukwila
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WSDOT, its agents, employees or officers to the extent that claims are caused by the acts or
omissions of the WSDOT, its agents, employees or officers. 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 specifically assumes potential liability for actions brought by
CONTRACTOR's employees and/or subcontractors and solely for the purposes of this
indemnification and defense, the CONTRACTOR specifically waives any immunity under the
State Industrial Insurance Law, Title 51 Revised Code of Washington.
D. In the event either the CONTRACTOR or WSDOT incurs attorney's fees, costs or other
legal expenses to enforce the provisions of this section of this AGREEMENT against the other
PARTY, all such fees, costs and expenses shall be recoverable by the prevailing PARTY.
Section 25
Governing Law, Venue, and Process
This AGREEMENT shall be construed and enforced in accordance with, and the validity and
performance thereof shall be governed by the laws of the State of Washington. 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.
Section 26
Compliance with Laws and Regulations
The CONTRACTOR agrees to abide by all applicable State laws and regulations, including, but
not limited to those concerning employment, equal opportunity employment, nondiscrimination
assurances, Project record keeping necessary to evidence AGREEMENT compliance, and
retention of all such records. The CONTRACTOR will adhere to all of the nondiscrimination
provisions in Chapter 49.60 RCW. The CONTRACTOR will also comply with the Americans with
Disabilities Act of 1990 (ADA), Public Law 101-336, including any amendments thereto which
provides comprehensive civil rights protection to individuals with disabilities in the areas of
employment public accommodations, state and local government services and
telecommunication.
Section 27
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 part
thereof, that 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 28
Counterparts
This AGREEMENT may be executed in several counterparts, each of which shall be deemed to
be an original having identical legal effect. The CONTRACTOR does hereby ratify and adopt all
statements, representations, warranties, covenants, and agreements and their supporting
materials contained and/or mentioned in such executed counterpart, and does hereby accept
State Funds and agrees to all of the terms and conditions thereof.
City of Tukwila
PTD0430
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Section 29
Execution
This AGREEMENT is executed by the Director of the Public Transportation Division, State of
Washington, Department of Transportation, or the Director's designee, not as an individual
incurring personal obligation and |i8bi|ity, but solely by, for, and on behalf of the State of
Washington, Department of Tnanspnrtadon, in his/her capacity as Director of the Public
Transportation Division.
Section 30
Binding Agreement
The undersigned acknowledges that they are authorized to execute the 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 last signed below.
WASHINGTON STATE CONTRACTOR
DEPARTMENT OF TRANSPORTATION
Digitally signed by Jillian
Date: zmn0.27m:5*:2o
for NG
Brian Lagerberg, Director
Public Transportation Division
10/27/2021
Authorized Representative
Mayor
Title
Allan Ekberg
Print Name
10/20/2021
Date Date
APPROVED AS TO FORM:
Office ofthe City Attorney
City of Tukwila
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