AG 17-118 - Sound TransitRETURN 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 /� ����`
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5. PROJECT NAME: S 0 0 QT.) % Q s
6. NAME OF CONTRACTOR: So k)
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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('
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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
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❑ RISK MANAGEMENT (IF APPLICABLE)
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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
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COUNCIL APPROVAL DATE: /oJ7
DATE REC'D: 1
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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
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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:
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• 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.
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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
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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.
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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
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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.
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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:
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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
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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.
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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.
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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
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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
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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.
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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
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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