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HomeMy WebLinkAboutContractDocuSign Envelope ID: 80090751-198F-4C80-98FC-8FCB458236AB EASTRAIL PARTNERS SERVICE AND FUNDING AGREEMENT This EASTRAIL PARTNERS SERVICE AND FUNDING AGREEMENT ("Agreement") is entered by and between EASTRAIL PARTNERS (EP), a Washington State non-profit corporation, and public entities that are members of the Eastrail Regional Advisory Council including, King County and the City of Renton. Eastrail Partners and these public entities are referred to herein individually as a "Party" and collectively as the "Parties." The entities providing funding under this agreement may also be referred to herein as "funding contributors." RECITALS WHEREAS, the Parties and additional partners are working together to develop a 42- mile multiple-use corridor in east King and Snohomish counties, with connected and coincident segments commonly referred to as the Eastrail, Centennial Trail South, Cross Kirkland Connector, and Redmond Central Connector and with its northern terminus located in the Town of Snohomish, WA and its southern termini located in the Cities of Renton, WA and Redmond, WA, respectively; and WHEREAS, development of this corridor offers an unparalleled, irreplaceable, once-in­ a-generation opportunity for the communities of east King and Snohomish Counties to secure, create, and sustain a public asset that will help shape the future of the region to the benefit of a growing population and economy; and WHEREAS, in King County Council Motion 13801, passed on December 10, 2012, the Council designated the Eastside Rail Corridor as a corridor of regional significance, a designation made in recognition of the extraordinary value of the corridor in connecting and supporting vibrant, livable, and healthy communities across east King County and Snohomish County; and WHEREAS, the corridor will provide and support direct, new, and vital connections between four Puget Sound Regional Council-designated regional growth centers and enable and improve connectivity to three additional such centers and to high-capacity transit; and WHEREAS, the Eastside Rail Corridor Regional Advisory Council (RAC) was created in December 2012, through King County Council Motion 13801, with the membership of corridor property owners King County, the City of Kirkland, the City of Redmond, Sound Transit, and Puget Sound Energy to coordinate the development of the corridor to meet multiple-use objectives; and WHEREAS, in the RAC's "Creating Connections" report from 2013 it recommended in Recommendation 8B the establishment of an entity " ... composed of local and regional business, civic, community, and philanthropic leaders to support the phased development and the long-term vision ... " for the Eastside Rail Corridor; and WHEREAS, early efforts to plan and develop the corridor to achieve the multiple-use CAG-24-102 DocuSign Envelope ID: 80090751-198F-4C80-98FC-8FCB458236AB DocuSign Envelope ID: 80090751-198F-4C80-98FC-8FCB458236AB 2024 Service and Funding Agreement Eastrail Partners support development of the corridor. Page 3 of 17 NOW, THEREFORE, in consideration of the promises and commitments made herein, it is agreed as follows: 1.PURPOSE OF FUNDING. EP will complete the following tasks with the funding provided by the County and other RAC entities for the creation and implementation of community-informed and co-lead Eastrail planning and programming, furthering an Eastrail that is welcoming for all. To achieve an Eastrail that is welcoming for all in a growing and increasingly diverse community, underserved and diverse communities shall be an integral part of how the Eastrail is used and planned. As the Eastrail grows from an idea into a trail with increasingly more sections open for use, other community and equity-related themes including public art, planning opportunities, and user education need to be incorporated to create a truly multifaceted and equitable public space. Funds will be used to: • • • • • Further solidify long-term relationships with community-based organizations, neighborhood groups, and other community members to inform programming, including organizing and hosting events at various locations on the Eastrail, Gather data and assemble resources to advance Eastrail development, including data on demographics and on trail-oriented development practices, Identify and build opportunities for communities to co-plan Eastrail efforts, including cross-cultural public arts, Implement community-informed education for trail use practices, Implement shared Eastrail communications that are informed by community partnerships and RAC entities, including a unified website. 2.PARTIES. All communication, notices, coordination, and other elements of this agreement shall be provided to and managed by: Eastrail Partners King County Parks City of Renton Attn: Katherine Hollis Attn: Joe Inslee Attn: Cailin Hunsaker 12011 Bel-Red Road 201 S. Jackson Street 1055 S. Grady Way Suite 100 Suite 5702, Renton, WA 98057 Bellevue 98005 Seattle, WA 98104 chunsaker@rentonwa.gov Katherine Hollis jinslee@kingcounty.gov katherine@ eastrailpartners.org 3.TERM. The Effective Date of this Agreement is upon the date of the final signature by all Parties. The Agreement shall terminate on December 31, 2024. This Agreement may be extended by mutual agreement of all the Parties in writing. DocuSign Envelope ID: 80090751-198F-4C80-98FC-8FCB458236AB 2024 Service and Funding Agreement Eastrail Partners Page 4 of 17 4.FUNDING. The amounts to be contributed to EP have been determined by the cost share formula supported by the RAC. These amounts, per funding contributor, are shown in Exhibit C. King County will include an additional three-thousand dollars ($3,000.00) to support additional communications products consistent with the purpose of funding. Such funding will be provided to EP within 45 days of the Effective Date of this Agreement. The payment of each funding contributor as shown in Exhibit B is fixed, except as provided in Section 9 of this Agreement, and will not increase as a result of the failure of another funding contributor(s) to provide its/their allocated amount(s) without the prior approval of the funding contributor that has provided funding. EP will timely notify the funding contributors if the level of unsecured funding, if any, will significantly impact delivery on the tasks noted and engage the funding contributors to determine any necessary resulting scope and/or funding changes. 5.STAFF COORDINATION. All work performed under this Agreement shall be coordinated with the appropriate staff person(s) from the respective funding contributors under this Agreement. 6.ANTI-DISCRIMINATION. EP shall comply with all applicable federal, state, and local non-discrimination laws. 7.INDEMNIFICATION AND HOLD HARMLESS. EP shall indemnify and hold harmless the respective funding contributors, their officers, officials, employees, and agents, from and against any and all suits, claims, actions, losses, costs, penalties and damages of whatsoever kind or nature arising out of, in connection with, or incident to the negligent acts or omissions of EP. This indemnification obligation shall include, but is not limited to, all claims against the respective funding contributors by an employee or former employee ofEP. EP, by mutual negotiation, expressly waives all immunity and limitation on liability, as respects the respective funding contributors only, under any industrial insurance act, including Title 51 RCW, other Worker's Compensation act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. In addition, at the option of the respective funding contributors, EP shall protect and assume the defense of the respective funding contributors and their officers, officials, employees, and agents in all legal or claim proceedings arising out of, in connection with, or incident to the negligent acts or omissions ofEP, and shall pay all defense expenses, including reasonable attorney's fees, expert fees and costs incurred by the respective funding contributors on account of such litigation or claims. In the event that the respective funding contributors incur any judgment, award and/or expense or cost, including attorney fees, arising from the provisions of this Section 7, or to enforce the provisions of this Section 7, any such judgment, award, fees, expenses and costs, including attorney fees, shall be recoverable from EP. The indemnification, hold harmless, protection and defense obligations contained herein shall survive the expiration, abandonment or termination of this Agreement. EP further agrees that it is financially responsible for and will repay the respective funding contributors any portion of their respective contributions following an audit DocuSign Envelope ID: 80090751-198F-4C80-98FC-8FCB458236AB 2024 Service and Funding Agreement Eastrail Partners Page 5 of 17 exception which occurs due to the negligence, intentional act, and/or failure, for any reason, to comply with the terms of this Agreement by EP, its officers, officials, employees, and agents. This duty to repay the respective funding contributors shall not be diminished or extinguished by the expiration or prior termination of the Agreement. 8.INSURANCE. Within 30 days of the Effective Date of this Agreement, EP shall procure and maintain for the duration of this Agreement, insurance as determined by Insurance Coverage Requirements (Exhibit C) against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance or non­ performance of work hereunder by EP, its agents, representatives, employees, and/or subcontractors. The costs of such insurance shall be paid by EP or subcontractor. EP may furnish separate certificates of insurance and policy endorsements for each subcontractor as evidence of compliance with the insurance requirements of this Agreement. EP is responsible for ensuring compliance with all of the insurance requirements stated herein. Failure by EP, its agents, employees, officers, and/or subcontractors to comply with the insurance requirements stated herein shall constitute a material breach of this Agreement. 9.TERMINATION. Each Party for its convenience and without cause or for any reason whatsoever, may terminate its participation in this Agreement by providing written notice to each other Party not less than thirty (30) calendar days prior to the effective date of termination. A withdrawing funding contributor shall remain responsible for its share of the costs incurred up through the date of its effective withdrawal from this Agreement as provided for in Exhibit B. The withdrawing funding contributor's share of costs incurred shall be based on the prorated amount of the cost share in Exhibit B from the Effective Date of this Agreement through the effective date of the withdrawal, provided that EP can document allowable expenditures during this period up to the prorated amount. If the withdrawing funding contributor has already paid its cost share set forth in Exhibit B, EP shall repay the funding in excess of the prorated amount. In the event of a withdrawal by a funding contributor, the Agreement shall terminate as to that funding contributor but shall continue in effect as to the remaining funding contributors. 10.COUNTERPARTS. This Agreement may be executed in any number of counterparts, and by different parties in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. Electronic signatures shall be deemed original for all purposes. [Signature Page Follows] 5/1/2024 Jason A. Seth City Clerk 5/1/2024