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AG 17-118RETURN TO: PW ADMIN EXT: 2700 ID# CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 2. ORIGINATING STAFF PERSON: GS L".) (235V \ EXT: 2 J 3. DATE REQ. BY: �I 1 Li 1 t 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION /� ����` INTERLOCAj 4.1� i, e4J' Ci� VEre �*u'I%..+ 5. PROJECT NAME: S 0 0 QT.) % Q s 6. NAME OF CONTRACTOR: So k) ADDRESS: N O \ Sov'th SO- L%rlSOC\ ST SP..o iV'rlt- t-^"1/4 /el o c E -MAIL: SIGNATURE NAME: TELEPHONE: 3 g$ - S89 - 6 368 FAX: TITLE: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # , EXP. / / 8. TERM: COMMENCEMENT DATE: t's5N 7 COMPLETION DATE: J7O\\ C ,E)A, \ 1 e-}i O(' • 9. TOTAL COMPENSATION: $ N..) L k +inn. -9D,`l U.S (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - AT ACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES rNO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE To: 10. DOCUMENT / CONTRACT REVIEW n PROTFCI14 N ,,.,� ",,.,i R— o MANAGER DEPUTY DIRECTOR Ix DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) pc LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED COMMITTEE APPROVAL DATE: 44 /7 12. CONTRACT SIGNATURE ROUTING { I I n ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: O'er' ` K ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATED ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY) INITIAL / DATE APPROVED Lit 11 COUNCIL APPROVAL DATE: /oJ7 DATE REC'D: 1 1 LAW DEPT -i SIGNATORY \MAYOReR- BittE�6l»y °712 CITY CLERK friv R93 ASSIGNED AG # �O ` SIGNED COPY RETURNED . ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE " Z." ORIGINALS 1 \• a.s -L t& 51v11464 rW ►w,, 4'AiS. INIAL /DATES ED _ AG# DATE SENT: 07-1,s---/7- 2?0<.0 t1FC_ C.oi. \ wladed ()0U roctg f 2/17 CITY SERVICES AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SOUND TRANSIT FOR CITY COSTS RELATED TO SOUND TRANSIT PROJECT REVIEW AND PERMITTING This Agreement is entered into between the City of Federal Way (City), a Washington municipal corporation, and Sound Transit, a regional transit authority of the State of Washington for the purposes set forth below. RECITALS A. The City is a non - charter municipal code city incorporated under the laws of the State of Washington, with authority to enact laws and enter into agreements to promote the health, safety, and welfare of its citizens and for other lawful purposes. B. Sound Transit is a regional transit authority created pursuant to Chapters 81.104 and 81.112 RCW with all powers necessary to implement a high capacity transit system within its boundaries in King, Pierce, and Snohomish Counties. C. The City is responsible for administering state and local land use laws and development regulations that will apply to Sound Transit projects located within the City jurisdiction. The City is also responsible for managing streets and municipal utilities within its jurisdiction and for providing municipal services such as public safety. D. The Sound Transit Long Range Transit Plan identifies the Federal Way Link Extension (FWLE) Project within the City's jurisdiction. E. Sound Transit completed environmental review of the FWLE Project with the issuance of a Final Environmental Impact Statement (EIS) on November 18, 2016 and the Sound Transit Board identified the project to be built by passing Resolution R2017 -02 on January 26, 2017. FTA issued a Record of Decision on March 6, 2017and FHWA issued a Record of Decision on March 9, 2017. 1. General 1.1 Purpose. Sound Transit's FWLE Project includes facilities to be constructed within the City's jurisdiction. Interaction will be required between the City and Sound Transit to prepare, review and approve agreements, prepare construction plans and to secure property rights, permits, and approvals from the City for the construction of Sound Transit's facilities. The intent of this Agreement is to establish (1) roles and responsibilities with regard to the FWLE Project, (2) terms and procedures for the City to review and approve the proposed use and permits, and (3) a task order process for Sound Transit to pay the City for the costs of providing design, permitting, and public right -of -way review and approval services that will be required to allow construction of Sound Transit facilities within the City. 2. Designated Representatives The City and Sound Transit have designated formal points of contact and coordination for this Agreement as shown below. Each designated representative is responsible for coordinating the input Page 1 and work of its agency, consultants, and staff as it relates to the objectives of this Agreement. The Parties may change designated representatives by written notice to the other Party during the term of this Agreement. Task orders may designate other individuals as points of contact for each task order. City Name EJ Walsh, PE Title Deputy Public Works Director Address 33325 8th Avenue South Federal Way, WA 98003 Phone 253 - 835 -2713 Email edward .walsh @cityoffederalway.com 3. Cooperation and Good Faith Efforts Name Title Address Phone Email Sound Transit Dan Abernathy Project Director 401 S. Jackson Street Seattle, WA 98104 -2826 (206) 903 -7170 dan.abernathy @soundtransit.org 3.1 The Parties understand and agree that the activities described in this Agreement depend upon timely and open communication and cooperation between the Parties. In this regard, communication of issues, changes, or problems that arise with any aspect of the work should occur as early as possible in the process, and not wait for explicit due dates or deadlines. Each Party agrees to work cooperatively and in good faith toward resolution of any such issues. 3.2. The Parties acknowledge that this Agreement contemplates the execution and delivery of a number of future documents, instruments and permits, the final form and contents of which are not presently determined. The Parties agree to provide the necessary resources and to work in good faith to develop the final form and contents of such documents, instruments and permits, and to execute and deliver the same promptly. 4. Environmental Review 4.1 Sound Transit is the lead agency for compliance with SEPA. In coordination with the City and other agencies with jurisdiction, Sound Transit has completed the substantive and procedural environmental review for the Project in accordance with SEPA requirements. The environmental review covers the City's issuance of permits for the Project as well as environmental mitigation, and the City will use and rely upon the existing environmental documents to satisfy its SEPA responsibilities, consistent with WAC 197 -11 -600. The foregoing does not limit the City's authority to impose reasonable permit conditions pursuant to its development regulations and is not a substitution for approval of any permits required under City code. 5. Essential Public Facilities 5.1 The Parties agree that the FWLE Project is a regional transportation facility that has the status of an essential public facility (EPF) and that the requirements of RCW 36.70A.200 are applicable. The siting and location of the FWLE project shall be consistent with RCW Chapter 36.70A. 6. Task Orders for City Services 6.1 General Approach. Sound Transit agrees to pay the City for the costs associated with particular tasks that: Page 2 • Are required or necessary because of the implementation of Sound Transit's FWLE Project in the City; and • Sound Transit asks the City to undertake. Costs for services will be based on the current hourly rate adopted as part of the City's Fee Ordinance Schedule at the time that charges are incurred. This may include tasks that Sound Transit asks the City to complete on a shorter schedule than the City would otherwise follow. City services are described in further detail in Section 6.3. In general, Sound Transit will not pay the City for the costs associated with the following: • Coordination between Sound Transit and the City normally provided as between government agencies. • City services provided in the ordinary course of business and on the City's usual time and schedule that the City does not ordinarily charge fees for. • City services that ST will pay for under existing land use, permitting, or other fee schedules. An exception to this exclusion would occur if a task order or other agreement establishes a different payment structure in lieu of the established payments and fees. 6.2 Task Orders. A task order shall be prepared and executed by the Parties for each work effort to be covered by this Agreement. A list of anticipated task orders is attached as Exhibit A. Task orders shall be in a format similar to that shown in Exhibit B. Each task order shall contain a scope of work, a detailed cost estimate, and a schedule of work. The cost estimate shall establish a maximum funding level for the task order. Each task order shall be executed by authorized representatives of Sound Transit and the City and shall incorporate by reference the provisions of this Agreement. 6.3 City Services. Task orders may address some or all of the following types of activities as appropriate to the project or phase. Each task described below is optional and should only be included in Task Orders when the City and Sound Transit agree it is appropriate. A. Project Administration. A.1. Coordination and Communication. Activities including participation at regularly scheduled project -level coordination meetings and providing on -going project management activities, as well as central coordination of all submittal reviews, comment coordination and consolidation, and identification of projects or proposals (e.g., utility or public works projects or private development projects) that have the potential to conflict with or interfere with Sound Transit's Projects. A.2 Management and Administration. Project management activities including staffing, budget, and schedule management, progress reports and invoicing, and other related activities. A.3 Agreements. Review and approval of Memoranda of Understanding, Development Agreements, Services Agreements, Task Orders and other related activities. Page 3 8. Design Review. Project design review consisting of informal "over the shoulder" (OTS) reviews and formal design submittals for which the City is expected to provide formal comments to Sound Transit. B.1. OTS Review. OTS review meetings may be scheduled on an as- needed basis to keep Project team members apprised of developments in the design process, seek feedback or concurrence from the City on aspects of the design as it is progressing, and to determine whether the design is consistent with City codes and regulations. B.2. Formal Submittals. Sound Transit will occasionally submit design review packages to the City for formal review and comment during the earlier project phases and regularly during the permitting and construction phases. The design review packages, including specific timeframes for Sound Transit to provide advance notification to the City and for City review, are to be described in the scopes of work included in Task Orders. If the City foresees that comments will not be returned within the agreed upon timeframe, the City shall notify Sound Transit of the delay as soon as possible so the Parties can determine an acceptable solution. City comments should identify any aspects of the design that do not meet City codes and regulations so the inconsistency can be corrected. C. Planning and Design Coordination. C.1 Station Access Improvements. Coordination between the City and Sound Transit with regard to station access improvements, such as placement of kiss and ride facilities, parking, ride share services, and other emerging technologies, transit integration, wayfinding, and non - motorized access improvements. C.2 Transit Oriented Development (TOD). City services to partner with Sound Transit to incorporate TOD principles during project design and permitting and to support Sound Transit in evaluating and planning for TOD around Sound Transit facilities and on Sound Transit owned properties that will no longer be needed for future transit operations or maintenance after construction is complete. C.3 Right -of -Way (ROW). Coordination between the City and Sound Transit with regard to City ROW. This may include review of a Transit Way Agreement, temporary easements or street vacations, required improvements, or any other actions /transfers involving City ROW. C.4 Joint Protects or Partnerships. City services that meet the general approach described in Section 6.1 where partnership will occur for a related separate City project, that Sound Transit may be contributing to as mitigation or project enhancement, or if there is a third party project (private, WSDOT, utility) that Sound Transit and the City need to coordinate with, or if there is something specific that Sound Transit needs to incorporate into the Sound Transit Project. D. Permits and Approvals. D.1. Establish Permit Process. City coordination with Sound Transit to determine a streamlined and consolidated permitting process for the Project that will allow for the City to review and process permits in the most expeditious manner allowable under applicable laws. This may Page 4 include the preparation of a development agreement, development code amendments, or other types of documents to implement a permitting process. D.2. Permitting and Inspection Activities. City permit activities directly related to permit processing, approval, and issuance including inspections, if these activities are not already provided for through standard permitting fees. E. Other Services. Other services as deemed appropriate by the City and Sound Transit. 6.4 Eligible Costs. The following types of expenditures shall be eligible for reimbursement: • Direct project costs including labor charges at the employees' current rates in accordance with the City adopted fee schedule on an hourly basis at the time the charge is incurred. • Direct non -salary costs reimbursed at the actual cost to the City. • All consultant costs that are consistent with the activities identified in the Task Order Scope of Work and within the Task Order Cost Estimate. • Mileage for meetings requested by Sound Transit outside of the City of Federal Way limits will be charged at the standard IRS rate in effect at the time the charge is incurred. • This Agreement does not cover the City's normal capital and operating expenses such as buildings, office equipment, maintenance, security, utilities, or vehicles, except those expenses normally included in the City's cost -based fee calculation for services. 6.5 Performance. If the City does not perform the services described in the Task Orders, provide formal review comments within the Design Submittal review times as agreed upon in accordance with Section 6.3 or provide notice to Sound Transit as set forth in Section 6.3.B.2, or fails to identify development code conflicts that require design changes during the permitting process, and if the failure to perform is solely attributable to the City's actions or inactions, appropriate corrective action will be discussed and agreed to by the City and Sound Transit Designated Representatives. Should the corrective action not be agreed to or resolve the problem within one (1) week, the dispute resolution process may be commenced and Sound Transit may request specific resolutions including a reduction in the fees owed by Sound Transit to the City. 7. Invoicing 7.1 The City shall submit invoices and supporting documentation for task order payments. The invoices must include the appropriate purchase order number, which Sound Transit will provide after execution of each task order, a cover memo including a description of services provided by the City, and supporting documentation detailing the work completed and associated costs. 7.2 The City shall submit its invoices with the required documentation via email or mail to AccountsPayable @SoundTransit.org, or Sound Transit, Accounts Payable, 401 S. Jackson St., Seattle, WA 98104 -2826. Invoices must be paid within (30) days of Sound Transit's receipt of the invoice and acceptable documentation. Page 5 7.3 If Sound Transit determines that an invoice lacks sufficient documentation to support payment, Sound Transit will notify the City of its determination and request that the City provide additional documentation. Sound Transit may withhold payment for contested portions of the invoice until supporting documentation for the contested portions are provided; however, such approval shall not be unreasonably withheld. 8. Suspension and Termination 8.1 If the City has not received payment from Sound Transit as provided in Section 6, the City may suspend performance of all or any part of the associated work after giving Sound Transit thirty (30) days' notice of the City's intent to do so. Such suspension shall remain in effect until payment is made in full, at which time the suspension shall be lifted. 8.2 Either Party may terminate this Agreement for cause in the event that the other Party fails to fulfill its material obligations under this Agreement in a timely manner or breaches any material provision of this Agreement and the dispute resolution process identified in Section 10 has failed to reach resolution within the timelines described therein. The Party wishing to terminate this Agreement for cause shall provide the other Party with notice of its intent to terminate and shall give the other Party an opportunity to correct the failure to perform or breach within thirty (30) days of the notice or within such longer period as may be necessary in the event that correction cannot reasonably be accomplished within thirty (30) days. If the failure or breach is not corrected or cured, this Agreement may be terminated by the aggrieved party by giving ninety (90) days' notice to the other Party. 8.3 This Agreement shall also terminate with the mutual consent of both parties. 8.4 Except as provided in this Section, a termination by either Party shall not extinguish or release either Party from liability for costs or obligations existing as of the date of termination. Any costs incurred prior to proper notification of termination will be borne by the Parties in accordance with the terms of this Agreement. 9. Indemnity 9.1 Each Party agrees to hold harmless, indemnify, and defend the other Party, its elected officials, officers, agents, and employees, from and against any and all claims, losses or liability, for injuries, sickness or death of persons, including employees of the indemnifying Party, or damages, arising out of any willful misconduct or negligent act, error, or omission of the indemnifying Party, its officers, agents, or employees, in connection with the services required by this Agreement, provided, however, that: 9.1.1 The indemnifying Party's obligations to indemnify, defend and hold harmless shall not extend to injuries, sickness, death, or damage caused by or resulting from the sole willful misconduct or sole negligence of the other Party, its elected officials, officers, agents or employees; and 9.1.2 The indemnifying Party's obligations to indemnify, defend and hold harmless for injuries, sickness, death, or damage caused by or resulting from the concurrent negligence or willful misconduct of the indemnifying Party and the other Party, or of the indemnifying Party and a third party other than an elected official, officer, agent, or employee of the indemnifying Page 6 Party, shall apply only to the extent of the negligence or willful misconduct of the indemnifying Party, its elected officials, officers, agents, or employees. 9.2 Each Party agrees to bear full responsibility for any and all tax liabilities owed that may arise in relation to this Agreement, and each Party shall fully indemnify and hold the other Party, its officers, agents and employees harmless from any tax liability owed by other Party arising from or related to the transactions set forth herein, including, but not limited to, any taxes, penalties, fines, and /or interest that are assessed by any tax authority against the indemnifying Party and further including all attorneys' fees and costs incurred in response to any claims or assessments by any tax authority against indemnifying Party, its officers, agents and employees. 9.3 The obligations in this Section shall survive termination or completion of this Agreement as to any claim, loss or liability arising from events occurring prior to such termination or completion. 10. Dispute Resolution 10.1 The Parties agree that neither party shall take or join any action in any judicial or administrative forum to challenge actions of the other party associated with this Agreement or the Project, except as set forth herein. Prior to taking or joining any action in any judicial or administrative forum to challenge actions of the other party associated with the Agreement or Project, the Parties agree to follow the dispute resolution process set out in this section 10. The Parties agree to use their best efforts to prevent and resolve potential sources of conflict at the lowest level possible. 10.2 Any disputes or questions of interpretation of this Agreement or the performance of either Party under this Agreement that may arise between Sound Transit and the City shall be governed under the dispute resolution provisions in this Section. The Parties agree that cooperation and communication are essential to resolving issues efficiently. 10.3 Either Party may refer a dispute to the dispute resolution process by providing written notice of such referral to the other Party's Designated Representative. The Parties agree to use their best efforts to resolve disputes arising out of or related to this Agreement using good faith negotiations by engaging in the following dispute resolution process should any such disputes arise: 10.3.1 Level One - Sound Transit's Designated Representative and the City's Designated Representative shall meet to discuss and attempt to resolve the dispute in a timely manner. If they cannot resolve the dispute within fourteen (14) days after referral of that dispute to Level One, either party may refer the dispute to Level Two. 10.3.2 Level Two - Sound Transit's Executive Project Director, and the City's Public Works Director shall meet to discuss and attempt to resolve the dispute, in a timely manner. If they cannot resolve the dispute within fourteen (14) days after referral of that dispute to Level Two, either party may refer the dispute to Level Three. 10.3.3 Level Three - Sound Transit's Executive Director, Engineering and Construction Management or Designee and the City's Mayor or Designee shall meet to discuss and attempt to resolve the dispute in a timely manner. Page 7 10.4 Except as otherwise specified in this Agreement, in the event the dispute is not resolved at Level Three within fourteen (14) days after referral of that dispute to Level Three, the Parties may file suit, seek any available legal remedy, or agree to alternative dispute resolution methods such as mediation. At all times prior to resolution of the dispute, the Parties shall continue to perform any undisputed obligations and make any undisputed required payments under this Agreement in the same manner and under the same terms as existed prior to the dispute. Notwithstanding anything in this Agreement to the contrary, neither party has an obligation to agree to refer the dispute to mediation nor other form of dispute resolution following completion of Level Three of the process described herein. Such agreement may be withheld for any reason or no reason. 11. Remedies and Enforcement 11.1 The Parties reserve the right to exercise any and all remedies available under the law, singly or in combination, and consistent with the dispute resolution and default Sections of this Agreement, in the event the other violates any provision of this Agreement. These remedies include, but are not limited to: 11.1.1 Commencing an action at law for monetary damages; 11.1.2 Commencing an action for equitable or other relief; 11.1.3 Seeking specific performance of any provision that reasonably lends itself to such remedy; and /or 11.2 All remedies set forth above are cumulative and the exercise of one shall not foreclose the exercise of others. 11.3 Neither Party shall be relieved of its obligations to comply promptly with any provision of this Agreement by reason of any failure by the other Party to enforce prompt compliance, and such failure to enforce shall not constitute a waiver of rights or acquiescence in the other Party's conduct. 11.4 Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification. 12. Duration of Agreement 12.1 This Agreement shall take effect upon the last date of signature by the Parties as set forth below. This Agreement shall remain in effect until all Sound Transit Projects contemplated by this Agreement are completed and open to the public, unless this Agreement is extended by mutual agreement of the Parties, or unless this Agreement is superseded by a future agreement or is sooner terminated as provided in Section 8 above. 13. Warranties 13.1 By execution of this Agreement, the City warrants: Page 8 13.1.1 That the City has the full right and authority to enter into and perform this Agreement, and that by entering into or performing this Agreement the City is not in violation of any law, regulation or agreement by which it is bound or to which it is bound or to which it is subject; and 13.1.2 That the execution, delivery and performance of this Agreement by the City has been duly authorized by all requisite corporate action, that the signatories for the City hereto are authorized to sign this Agreement, and that upon approval by the City, the joinder or consent of any other party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this Agreement. 13.2 By execution of this Agreement, Sound Transit warrants: 13.2.1 That Sound Transit has the full right and authority to enter into and perform this Agreement, and that by entering into or performing this Agreement Sound Transit is not in violation of any law, regulation or agreement by which it is bound or to which it is bound or to which it is subject; and 13.2.2 That the execution, delivery and performance of this Agreement by Sound Transit has been duly authorized by all requisite corporate action, that the signatories for Sound Transit hereto are authorized to sign this Agreement, and that upon approval by Sound Transit, the joinder or consent of any other party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this Agreement. 14. Administration of Agreement 14.1 This Agreement will be jointly administered by Sound Transit's Designated Representative and the City's Designated Representative. 14.2 Each Party shall bear its own costs of administering this Agreement. 15. Posting of Agreement 15.1 Pursuant to RCW 39.34.040, each party shall list this Agreement on its website by subject matter and shall post a copy in an electronically retrievable source for public viewing. 16. Assignment and Beneficiaries 16.1 Neither Party may assign all or any portion of this Agreement without the express written consent of the other Party. There are no third party beneficiaries to this Agreement. 17. Notices 17.1 Unless otherwise provided herein, all notices and communications concerning this Agreement shall be in writing and addressed to the Designated Representative. 17.2 Unless otherwise provided herein, all notices shall be either: (i) delivered in person, (ii) deposited postage prepaid in the certified mails of the United States, return receipt requested, (iii) delivered by a nationally recognized overnight or same -day courier service that obtains receipts, or (iv) delivered electronically to the other party's Designated Representative as listed herein; however, notice Page 9 under Section 7, Suspension and Termination, must be delivered in person or by certified mail, return receipt requested. 18. Audits 18.1 Sound Transit and the City shall maintain accounts and records, including contract and financial records, which sufficiently and properly reflect all direct and indirect costs of any nature expended for work performed under this Agreement so as to ensure proper accounting for all monies paid to the City by Sound Transit. These records shall be maintained for a period of six (6) years after termination or expiration of this Agreement unless permission to destroy the records is granted by the Office of the Archivist pursuant to RCW Chapter 40.14 and agreed to by the City and Sound Transit. 19. General Provisions 19.1 The Parties shall not unreasonably withhold requests for information, approvals, or consents provided for in this Agreement; provided, however, that approvals or consents required to be given by vote of the Sound Transit Board or Federal Way City Council are recognized to be legislative actions. The Parties agree to take further actions and execute further documents, either jointly or within their respective powers and authority, to implement the intent of this Agreement provided, however, that where such actions or documents must be first approved by vote of the Sound Transit Board or Federal Way City Council, such actions are recognized to be legislative actions. The City and Sound Transit agree to work cooperatively with each other to achieve the mutually agreeable goals as set forth in this Agreement. 19.2 This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Washington. Venue for any action under this Agreement shall be King County, Washington. 19.3 This Agreement shall be binding upon and inure to the benefit of successors and assigns of the City and Sound Transit. 19.4 Time is of the essence in every provision in this Agreement. Unless otherwise set forth in this Agreement, the reference to "days" shall mean calendar days unless otherwise noted. Any reference to "working days" shall exclude any City holidays and weekend days. If any time for action occurs on a weekend or legal holiday, then the time period shall be extended automatically to the next business day. 19.5 This Agreement is made and entered into for the sole protection and benefit of the Parties hereto and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. 19.6 No joint venture or partnership is formed as a result of this Agreement. No employees, agents or subcontractors of one party shall be deemed, or represent themselves to be, employees of any other party. 19.7 This Agreement has been reviewed and revised by legal counsel for all parties and no presumption or rule that ambiguity shall be construed against the party drafting the document shall apply to the interpretation or enforcement of this Agreement. The Parties intend this Agreement to be interpreted to the full extent authorized by applicable law. Page 10 19.8 Each Party shall be responsible for its own costs, including legal fees, incurred in negotiating or finalizing this Agreement, unless otherwise agreed in writing by the Parties. 19.9 This Agreement and related task orders may be amended only by a written instrument executed by each of the Parties hereto. The Designated Representatives may agree upon amendments to Exhibits or to extend the term of this Agreement. Such amendments shall be binding upon the parties without the need for formal approval by the Sound Transit Board and the Federal Way City Council, as long as the amendments are generally consistent with this Agreement and do not exceed the authority granted by the Sound Transit Board and City Council. 19.10 This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all counterparts together shall constitute but one and the same instrument. 20. Severability 20.1 In case any term of this Agreement shall be held invalid, illegal, or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of the remaining terms of this Agreement shall in any way be affected thereby. 21. City's Permitting and Regulatory Authority 21.1 Nothing in this Agreement shall be deemed a waiver of the City's regulatory authority nor a predetermination of the compliance of the Project with applicable codes and regulations. Page 11 IN WITNESS WHEREOF, each of the Parties has executed this Agreement by having its authorized representative affix his /her name in the appropriate space below: SOUND TRANSIT By: Peter M. Rogoff, Chief Executive Officer Date: • \-1 `� Authorized by Motion No. M2017 -69 THE CITY O EDERAL WAY Date: Ferrell, Mayor (./a-67/ Authorized by City Council Motion on June 20, 2017. Approves ,s to form: Approved as to form: By: Amy Jo Pe 4fir. By: #d‘t II, Senior Legal Counsel J. J. Ryan Call, City Attorney Page 12 EXHIBITS Exhibit A: Anticipated Task Orders under this Agreement Exhibit B: Task Order Format Page 13 Exhibit A Anticipated Task Orders Task Order 1 - Federal Way Link Extension Request for Proposals Preparation Phase Task Order 2 - Federal Way Link Extension Design -Build Procurement Phase Task Order 3 - Federal Way Link Extension Permitting and Pre - Construction Phase Task Order 4 - Federal Way Link Extension Construction Phase Page 14 Exhibit B Task Order Format CITY SERVICES AGREEMENT BETWEEN THE CITY OF FEDERAL WAY AND SOUND TRANSIT FOR CITY SERVICES AND COSTS RELATED TO SOUND TRANSIT PROJECT REVIEW AND PERMITTING Task Order : Title This Task Order is issued under the Funding Agreement between the City of Federal Way and Sound Transit for City Services and Fees Related to Sound Transit Project Review and Permitting dated , 2017 (Funding Agreement). This Task Order establishes the scope, schedule, and budget for the services provided by the City (Services) for the Sound Transit PROJECT /PHASE. The City agrees to perform the Services in the manner set forth in this Task Order. The terms and conditions of the Funding Agreement are incorporated into this Task Order unless expressly modified below. The effective date of this Task Order is , 20_ Project Description. General Description of the work to be performed. May also include definitions if helpful /appropriate. • The Scope of Work is included as Attachment 1 to this Task Order. • The Schedule is included as Attachment 2 to this Task Order. • The Cost Estimate is included as Attachment 3 to this Task Order. The authorized representatives of the parties have agreed to the terms of this Task Order by signing below. For the City Signature Title Date Approved as to Form: Name, City Attorney For Sound Transit Signature Title Date Approved as to Form: Name, Sound Transit Legal Counsel Page 15 Task Order Attachment 1: Scope of Work. Provide detailed information regarding City Services contemplated by each task order. Use "Not used" for items not included in the scope for consistency among task orders. A. Project Administration. A.1. Coordination and Communication. A.2 Management and Administration. A.3 Agreements. B. Design Review. B.1. OTS Review. B.2. Formal Submittals. C. Planning and Design Coordination. C.1 Station Access Improvements. C.2 Transit Oriented Development (TOD). C.3 Right -of -Way. C.4 Joint Projects or External Project Coordination. D. Permits and Approvals. D.1. Establish Permit Process. D.2. Permitting and Inspection Activities. E. Other Work. Page 16 Task Order Attachment 2: Estimated Schedule. Task Start Month End Month A.1. Coordination and Communication A.2. Management and Administration A.3 Agreements B.1. OTS Review B.2. Formal Submittals C.1. Station Access C.2. Transit Oriented Design C.3. Right -of -Way C.4. Joint Projects or Partnerships D.1 Establish Permit Process D.2. Permitting and Inspection Activities Page 17 Task Order Attachment 3. Cost Estimate. Contract contingency will be used per Sound Transit discretion and in accordance with signature authority procedures. Spreadsheet to be inserted. Page 18