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HomeMy WebLinkAbout24-047 - Port of Seattle - Memorandum of Agreement: Trasportation Demand Management Program at SEA Airport24-047 Council Approval N/A Memorandum of Agreement Between the Port of Seattle and the City of Tukwila Relating to Services Provided by SKC Trips This Agreement is made and entered into by the City of Tukwila ("Tukwila") and the Port of Seattle ("Port"), municipal corporations of the State of Washington, individually a "Party' and collectively referred to as the "Parties." RECITALS WHEREAS, the Port and Tukwila have mutual interests in facilitating and improving South King County residents' ability to commute to and from major employment centers in South King County; WHEREAS, Port of Seattle Resolution 3759 identifies the goal of providing commute trip reduction strategies for SEA airport workers; WHEREAS, Tukwila has a contract and partnership with Port Jobs to supplement and enhance Tukwila's Transportation Demand Management Program ("SKC Trips") at SEA Airport, a major employer in South King County; WHEREAS, the program will offer information, resources, and incentives to facilitate and encourage the use of sustainable transportation options; WHEREAS, the Port has an interest in supplementing, supporting, and enhancing the work of SKC Trips and Port Jobs; NOW, THEREFORE, the Parties agree as follows: TERMS AND CONDITIONS 1. SCOPE AND SCHEDULE OF SERVICES Tukwila shall perform those services, including tasks and deliverables, as described in Exhibit A. Tukwila shall at all times comply with all Federal, State and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The scope and schedule may not be modified except by written amendment signed by the parties. PERIOD OF PERFORMANCE The term of this Agreement shall commence on the last signature date below, and terminate on December 31, 2024, unless terminated as specified in the termination clause of this Agreement by either party. 3. PAYMENT The Port shall pay Tukwila based on deliverables and amounts in accordance with Exhibit B. The total amount to be paid shall not exceed $25,000. 4. BILLING PROCEDURE Tukwila shall submit invoices on a quarterly basis (see Exhibit B). Payment to Tukwila for approved and completed work will be made by warrant or account transfer by the Port of Seattle within 30 days of receipt of the invoice. Upon expiration of the contract, any claim for payment not already made shall be submitted within 30 days after the expiration date. 5. RECORDS MAINTENANCE The Parties to this contract shall each maintain books, records, documents and other evidence which sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of the services described herein. These records shall be subject to inspection, review or audit by personnel of both Parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the Parties shall have full access and the right to examine any of these materials during this period. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties. The furnishing party shall mark documents that it reasonably believes are or may be subject to an exemption from disclosure under the Public Records Act prior to transmittal to the receiving party. 6. TERMINATION Either party may terminate this Agreement upon 30 days' prior written notification to the other party. If this Agreement is so terminated, the Parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within 15 business days. If failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. 7. DISPUTE RESOLUTION Any disputes or questions of interpretation of this Agreement that may arise between the Port and Tukwila shall be governed under these Dispute Resolution provisions. The Port and Tukwila agree that cooperation and communication are essential to resolving issues efficiently. If disputes about the implementation of this Agreement arise, the designated contact persons for the Port and Tukwila shall meet to discuss the issues and attempt to resolve the dispute in a timely manner. If the designated contact persons are unable to resolve the dispute, then the Parties may pursue any legal remedies. At all times prior to resolution of the dispute, the Parties shall continue to perform and make any required payments under this Agreement in the same manner and under the same terms as existed prior to the dispute. 8. INDEMNIFICATION To the maximum extent allowed by law, the Parties shall protect, defend, indemnify, and save harmless each other, their officers, officials, employees, and agents, while acting within the scope of their employment, from any and all costs, claims, judgments, penalties, and/or awards of damages, arising out of or in any way resulting from the Parties' own negligent acts or omissions in connection with performance of activities under the terms of this Agreement. Each Party agrees that its obligations under this provision extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, each Party, by mutual negotiation, hereby waives, with respect to the other Party only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 Revised Code of Washington (RCW). In the event that a Party incurs any judgment, award, and/or cost arising there from, including attorneys' fees, to enforce the provisions of this Article, all such fees, expenses, and costs shall be recoverable from the responsible Party to the extent of that Party's culpability. This indemnification shall survive the termination of this Agreement. 9. GOVERNANCE This contract is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. applicable state and federal statutes and rules; b. statement of work; and C. any other provisions of the Agreement, including materials incorporated by reference. 10. ASSIGNMENT The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or delegable by either party in whole or in part, without the express prior written consent of the other party, which consent shall not be unreasonably withheld. 11. WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. 12. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. 13. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the Parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 14. CONTRACT MANAGEMENT Tukwila shall administer the funds under this Agreement. For purposes of notice, the program manager for each of the Parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Agreement. Tukwila: All correspondence and notices related to this Agreement shall be delivered or mailed to: Alison Turner Sustainable Transportation Program Manager City of Tukwila 6300 Southcenter Blvd #100 Tukwila WA 98188 (206) 433-7142 alison.turner@tukwilawa.gov Port of Seattle: Communications and billing contact person shall be: David Tomporowski Transportation Access Program Manager Port of Seattle PO Box 68727 Seattle, WA 98168-0727 15. SEVERABILITY If any court determines that any provision of this Agreement is invalid or unenforceable to any extent, the remainder of the Agreement shall not be affected thereby and each other term, covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. 16. WAIVER OF DEFAULT Waiver of any default by either Party 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. Waiver of any default or breach shall be interpreted or construed to constitute a modification of the terms of this Agreement, unless so stated in writing and signed by both Parties. 17. ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto, and by this reference incorporated herein, set forth the entire Agreement of Tukwila and the Port, and there are no other agreements or understandings, oral or written, between Tukwila and the Port concerning this Agreement. 18. MUTUAL NEGOTIATION The Parties agree that the terms and provisions of this Agreement have been negotiated, that the Agreement shall be deemed to be mutually negotiated and mutually drafted by both Parties, and the language in the Agreement and Exhibits shall, in all respects, be construed according to its fair meaning and not strictly for or against either Party. 19. LEGAL OBLIGATIONS This Agreement does not relieve either Party of any obligation or responsibility imposed upon it by law. No third -party beneficiaries are intended to be created by this Agreement and no third party, by law or equity, may enforce this Agreement against the Port or Tukwila, their officers or elected officials, or any person. 20. COUNTERPARTS The Parties may execute this Agreement in counterparts, which, taken together, constitute the entire Agreement. EXECUTED BY THE UNDERSIGNED PARTIES effective as of the date last below written: City of Tukwila Port of Seattle DocuSignednby.: 4/23/2024 1 C�;PM PDT 07.01.2024 Signature Date Signature Date Name: Thomas McLeod Name: Karen R. Goon Title: Mayor Approved as to form: Title: Acting Executive Director DocuSigned by: Q14" V, 116, 4 4/22/2024 1 12:57 PM PDT Signature Date Name: Andrew D. Tsoming Title: Assistant City Attorney Exhibit A — Scope of Work Seattle -Tacoma International Airport (SEA) Transportation Demand Management (TDM) 2024 Concept: TDM for Employment Centers — SEA Airport 2024 The City of Tukwila will provide Transportation Demand Management (TDM) services and programming tailored to airport tenant workers and employers. The City of Tukwila's TDM Program will partner with the Port of Seattle, Airport Jobs, King County Metro, and Hopelink Mobility Management to reach priority populations through trusted channels. Background: Tukwila's TDM Program provides transportation outreach, education, and resources to improve air quality, reduce congestion, and help people get around Tukwila and South King County. The Program started with the Commute Trip Reduction (CTR) Program, working with large employers in Tukwila. Since 2013, the City of Tukwila has implemented TDM programs that expand upon the CTR program funded by state and federal grants. The City of Tukwila previously implemented a 2017-2019 Commute Trip Innovation Grant (CTIG) project at the airport. With the support of the Port of Seattle, the City of Tukwila was awarded 2021--2025 Regional Mobility and 2023-2026 Congestion Mitigation and Air Quality Improvement grants to provide regional TDM services in South King County. These projects replicate successful elements of the CTIG project including a South King County Trips (SKC Trips) transportation rewards program. This agreement with the Port of Seattle will allow the Program to prioritize efforts at the airport as an employment center. Activities and Services The Program will offer information, resources, and incentives to facilitate and encourage the use of sustainable transportation options. Sustainable transportation options that will be promoted include transit, walking, biking, rolling, telework, carpool, vanpool, and new mobility services. The Program will support transportation users by identifying solutions to barriers and addressing the specific needs of community members. The Program is intended to target airport tenant workers and employers, with an emphasis on those who are not CTR -affected. This Program will not cater to Port of Seattle employees, who have their own commuter benefits program. Strategies may include: • Outreach to airport tenant workers and employers o Attend employer events and provide one-on-one motivational interviewing and trip planning assistance o Transportation Open House hosted in partnership with Airport Jobs and the Port of Seattle o Present at employer meetings, Airport University classes, and employee onboarding trainings o Employer consultations and education on commute benefit strategies o Efforts to engage with different groups of shift workers, including swing and graveyard shifts o Support Port Jobs to incorporate transportation content into Secure Identification Display Area badge test preparation classes • Tailored marketing materials and communications including a webpage on skctrips.com, flyers, and newsletters • Incentives and rewards such as ORCA cards, gift cards, and safety gear • Information on transit fares and facilitating access to reduced fares • Engage airport tenant workers with the SKC Trips transportation rewards program • Explore options for siting amenities such as transportation information displays, bike parking, wayfinding signage, etc. • Additional TDM approaches as appropriate Deliverables Final report due no later than January 31, 2025, that includes: 1. Summary of accomplishments including number of outreach events, trainings, or consultations, number of incentives distributed, customer feedback, ORCA card usage rates (if available), and SKC Trips survey data analysis results (if available) 2. A list of SEA Airport companies and opportunities identified for outreach 3. Copies of outreach materials 4. Summary of lessons learned Exhibit B — Budget Seattle -Tacoma International Airport (SEA) Transportation Demand Management (TDM) 2024 Budget Program Element Amount Outreach and administration $20,000 Reimbursable expenses $5,000 Total project cost $25,000 The funding provided by the Port of Seattle, detailed above, will leverage additional funding and work planned and underway via an existing agreement and partnership between SKC Trips and Port Jobs. SKC Trips' existing funding related TDM Program activities at the airport and in the surrounding South King County region is provided by the City of Tukwila's state Regional Mobility Grant and federal Congestion Mitigation and Air Quality Improvement programs. Payments The City of Tukwila will submit quarterly invoices as follows: Date Period Covering Amount (Total of all payments not to exceed $25,000.) July 31, 2024 May to June 2024 To be determined based on staff costs and other expenses for covered period. October 31, 2024 July to September 2024 To be determined based on staff costs and other expenses for covered period. January 31, 2024 October to December 2024 To be determined based on staff costs and other expenses for covered period. Invoices shall be paid by the Port of Seattle within 30 days of receipt.