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AG 18-092 RETURN TO: PW ADMIN EXT: 2700 ID#: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ S O01.J-S":) 2. ORIGINATING STAFF PERSON: ( t � ' \'' EXT: 2.71 \ 3. DATE REQ.BY: 3. TYPE OF DOCUMENT(CHECK ONE): o CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT o HUMAN SERVICES/CDBG o REAL ESTATE DOCUMENT o SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) o ORDINANCE o RESOLUTION o CONTRACT AMENDMENT(AG#): ifN INTERLOCAL ❑ OTHER • 4. PROJECT NAME: t?PC\Z\n1GR\��" PL'`� rt.MDOC- t T Jte/.) 1 ( A31IZAL- -.A2 ,-E,T SOVt.) WC.tD/1/43hL �/'-NS yr Acvt‘--102c /�/J� -t +e �`-rk of ceN)rt Boz--N M-6MA- 5. NAME OF CONTRACTOR: P"-\• xjrito v;v-fr1S"T o N ADDRESS: 013 %OIJ s-vK'T‘o1.1 SZNr t.E. q$10 TELEPHONE: Z9Z36-3c1 -$> E-MAIL: FAX: SIGNATURE NAME: t,T - Z O(.o TITLE: L G O 6. EXHIBITS AND ATTACHMENTSX 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. / /_ 7. TERM: COMMENCEMENT DATE: �( S iC �c�tJ�. COMPLETION DATE: -2,0 30 S. TOTAL COMPENSATION:$ N t (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: o YES t NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: o YES NO IF YES,$ PAID BY: o CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: o RETAINAGE AGREEMENT(SEE CONTRACT)OR ❑RETAINAGE BOND PROVIDED o PURCHASING: PLEASE CHARGE TO: NJ , 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED u-ricv�cc, "�"� i11 ANACER .• •-i . • ,• R �� /� DEPUTY DIRECTOR 4J,4. M I Wye, 512-9118 >6 DIRECTOR (❑ RISK MANAGEMENT (IF APPLICABLE) LAW DEPT Li/J0/ /e. 10. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: 1,I S COUNCIL APPROVAL DATE: 5�I ( � 11g 11. CONTRACTSENT TO VENDOR/CONTRACTOR DATE SENT: IK ( -' l tc6 DATE REC'D: 7-55--1 O o ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS o CREATE ELECTRONIC REMIDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED I SIGNATORY(MAYOR OR DIRECTOR) F/� gab CITY CLERK / 4'_Ii,,�I+ ASSIGNED AG# AG: - SIGNED COPY RETURNED DATE SENT: A nu jRETURN ONE ORIGINAL I., COMMENTS: 1) EXECUTE"Z (✓"ORIGINALS T T 412017 PARTNERING AGREEMENT BETWEEN THE CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY("SOUND TRANSIT") AND THE CITY OF FEDERAL WAY FOR THE TACOMA DOME LINK EXTENSION PROJECT THIS PARTNERING AGREEMENT ("Agreement") is between the Central Puget Sound Regional Transit Authority, a regional transit authority organized under Chapter 81.112 RCW ("Sound Transit"), and the City of Federal Way, a Washington municipal corporation ("City"), for the purposes set forth below. Sound Transit and the City are collectively referred to hereafter as "the Parties" or individually as a "Party." 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 Sound Transit 3 ("ST3") high capacity transit system expansion approved by the voters in November 2016 includes a wide variety of projects to be implemented over the next 25 years. Implementing ST3 consistent with the scope, budget, and schedule approved by the voters will require coordination and collaboration by Sound Transit and by its federal, state, and local partners. D. 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 ST3 Plan identifies the Tacoma Dome Link Extension Project and a new Light Rail Operations and Maintenance Facility located in the Federal Way to Tacoma corridor, collectively referred to hereafter as the "Project." E. To meet the challenges of delivering the ST3 projects, Sound Transit developed a System Expansion Implementation Plan ("SEIP")that identifies new methods of project development and delivery. Sound Transit has refined processes, policies, and organizational structures to support this streamlined project delivery model, and it developed new approaches for working with project partners, stakeholders, and local jurisdictions. The overall project development approach, including phases and key decisions, is depicted in the SEIP. Page 1 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 F. The success of the Project depends on close cooperation between the Parties and others, and the Parties wish to memorialize specific commitments between Sound Transit and the City as outlined in this agreement. NOW THEREFORE, in consideration of the mutual promises and covenants herein, it is mutually agreed as follows: 1. PURPOSE Sound Transit's Tacoma Dome Link Extension Project includes facilities to be constructed within the City of Federal Way's jurisdiction. Interaction will be required between the City and Sound Transit as follows: 1.1. To work together using a designated representative from each organization to manage the project,to establish a cooperative and communicative platform for reaching early and durable decisions, and to resolve disputes; 1.2. To provide clarity as to project scope, schedule, and budget and identify opportunities for joint work, coordination with City projects, City enhancements, or City-led improvements; 1.3. To establish specific points in the development process for City concurrence; 1.4. To develop environmental review documents that both Sound Transit and the City can use for required project development approvals and permitting decisions; 1.5. To mutually consider the development of a process for streamlined permit review and processing, including land use decisions within time periods agreed upon as provided in this Agreement and/or the Permitting Plan (described below); 1.6. To develop other measures so that the project development process runs smoothly and without surprises to either Party; and 1.7. To collaborate at all levels to facilitate concurrent decision-making by Sound Transit's Board of Directors and the City Council. 2. PROJECT MANAGEMENT 2.1. General Goals and Expectations 2.1.1. With this Partnering Agreement, Sound Transit and the City are establishing a common understanding of roles, responsibilities, schedule and budget necessary for the timely delivery of the Project.The ST3 Plan establishes aggressive timelines for project delivery by Sound Transit. It is in the mutual interests of Sound Transit and the City, as well as other stakeholders and the public,to meet timelines and deliver quality transit expansion projects on schedule and within budget. Page 2 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 2.1.2. This Partnering Agreement is the first of multiple agreements and concurrence actions that will memorialize shared understandings between Sound Transit and the City over the life of the Project.The Parties anticipate entering into future agreements as the Project advances through subsequent design and delivery phases. 2.1.3. The Parties are mutually committed to meeting key Project milestones and thus commit to a high level of engagement during Project development and delivery. The Parties will regularly review staffing plans and levels of effort with the intent to maintain adequate staffing for timely delivery of the Project, as further described in Section 10. 2.2. Designated Representatives and City Staff Participation 2.2.1. Designated Representatives 2.2.1.1. To ensure effective intergovernmental cooperation and efficient Project review,the Parties shall each designate a single representative responsible for communications between the Parties ("Designated Representative"). Each Party's Designated Representative is identified in Exhibit B. 2.2.1.2. Designated Representatives will be authorized by their respective organizations to direct, coordinate, and review the work of assigned staff. Designated Representatives will assemble, direct, and manage the staff in their respective organizations to work together in a good faith effort to achieve key project milestones within Sound Transit's project budget. 2.2.1.3. Designated Representatives are responsible for coordinating their respective governmental agency or departmental staff and consultants assigned to the Project. For the City Designated Representative, coordinating department staff and consultants includes resolving disputes that may arise between departments and/or consultants reporting to the City and developing a single set of non-conflicting review comments. Project coordination may require further agreements between the Parties. Exhibit C describes the duties to be performed by the Designated Representatives. 2.2.1.4. The Parties will meet to ensure early and frequent consultation on issues related to Project development on a regular basis throughout the Project. By working with Sound Transit and its consultants,the City can help achieve a streamlined process to facilitate advancement of the Project. The City's Designated Representative will be Page 3 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 responsible for designating City participants to the meetings and for managing the City's participation. 2.2.1.5. The Parties may change Designated Representatives by written notice to the other Party during the term of this Agreement provided the new representative has appropriate qualifications and level of authority. Future agreements may designate other individuals as points of contact for that specific agreement. 2.3. Processes for Project Reviews 2.3.1. The Parties understand and agree that achieving the processes and expectations described in this Agreement depend upon timely and open communication and cooperation between the Parties;therefore,communication of issues, changes, or problems that arise with any aspect of the work will occur as early as possible in the process, and not wait for explicit due dates and timelines. 2.3.2. Project reviews may involve strategies, such as "over the shoulder" ("OTS") reviews, task forces, page-turn meetings, workshops, charrettes, or other forms of engagement that encourage the Parties to engage in early and thorough discussion of Project opportunities, risks, and issues. The Parties will cooperate during these informal reviews to resolve issues as early as possible in the project development process to minimize rework. 2.3.3. Upon receipt of the Project review package,the City will review and return consolidated comments. Specific timeframes for Sound Transit to provide advance notification to the City and for City review, are to be described in the future agreement on staffing resources. 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. 2.3.4. Sound Transit will provide the City with a minimum three (3)-month look-ahead schedule of Project submittals to help the City identify and plan for resources needed to conduct its reviews. 2.4. Decision-Making 2.4.1. The Parties agree to be transparent in their respective decision-making processes and agree to avoid postponing difficult decisions until a critical deadline. The Parties will discuss upcoming decisions by either Party that may affect Project scope, schedule, or budget and will strive to reach concurrence before decisions are made. Page 4 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 2.4.2. The Parties will endeavor to respond to questions and requests for feedback or information within two weeks or earlier. 2.5. Commitment to Project Schedule and Budget 2.5.1. Schedule. The Parties acknowledge the importance of meeting Project schedule milestones and objectives in order to begin transit operations on time. Accordingly,the Parties will work in good faith toward the target dates identified in the schedule attached as Exhibit D. 2.5.2. Budget. 2.5.2.1. The Sound Transit financial plan provides funding for the Project, including funds for environmental review, staff costs, design,transit- oriented development,transit integration, station access, property acquisition and relocation costs, construction, mitigation, and contingencies. 2.5.2.2. While both parties agree that Sound Transit controls the budget, both parties will work in good faith to facilitate completion of the Project. 2.5.2.3. The City may have an interest in increasing Project scope as outlined in Section 4.1.4. In those cases, the City shall work with Sound Transit to identify reductions in scope or risk elsewhere on the Project or provide increased funding through local contributions to finance the requested change. Agreement on the scope changes and local contributions will be memorialized in the preferred alternative concurrence document or other agreements as mutually determined by the Parties. 3. PROJECT DEVELOPMENT 3.1. Overall Project Approach to Project Development and Delivery 3.1.1. The Stakeholder Group and the Elected Leadership Group will make a recommendation on the range of alternatives and a preferred alternative for enivornmental study. The City Council may also make a recommendation. Following input from these groups, as well as the general public,the Sound Transit Board has the sole authority to identify a range of alternatives and a preferred alternative for environmental study and subsequently select the project to be built after conclusion of the environmental review phase. 3.1.2. Upon completion of the alternatives development phase, Sound Transit and the City will develop a concurrence document to be approved by City Council and the Sound Transit Board and signed by the City's Mayor and the Sound Transit Page 5 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 Chief Executive Officer that memorializes the preferred alternative identified and establishes a commitment to streamline the permitting processes. 3.2. Identifying and Resolving Code Conflicts and Streamlining the Permit Process Prior to Permitting The Parties will review development regulations and processes that will likely apply to the Project and identify code changes and process reforms that may be necessary to streamline the permit review process or resolve code conflicts.The Parties will strive to identify the changes and actions that require Council actions with sufficient lead time to implement each agreed-upon change or action prior to commencement of Project permitting. 3.3. Addressing Transit-oriented Development, Non-motorized access,Transit Integration, and Sustainability 3.3.1. The Parties agree that station location and design decisions should be informed by a balanced commitment to easing customer access from all modes (especially connecting local transit,foot, bicycle, carpools, regional rail, and rideshare services) and facilitating transit-supportive land use and urban form. 3.3.2. The Parties will coordinate content and sequencing of their planning activities with regard to station areas, land use, and access. The Parties will develop a process for coordinating and implementing station area and station planning activities during the alternatives development phase. The goal is that both Parties preserve their interests while avoiding duplication of effort or sudden change in direction. 3.3.3. The Parties will identify priorities for improving customer access to the system and will identify opportunities to maximize and leverage transit access investments by coordinating with City projects and other potential funding sources. Access improvements may be considered for early delivery if 1)they do not conflict with Project construction and 2) discretionary land use permit approvals for the Project have been obtained. 3.3.4. The Parties will work together to identify and evaluate opportunities for transit- oriented development ("TOD") in station areas, including direct integration of transit facilities with development done by others. The Parties further agree to consider strategies for advancing equitable development outcomes in their planning activities. 3.3.5. The City will assist Sound Transit to identify and evaluate opportunities for implementing green building and infrastructure, including certification to third- party standards such as LEED and ENVISION. Page 6 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 3.4. Commitment to Coordination on Planned City Projects The Parties will share information on existing conditions, planned City projects and other agencies' projects within the Project area with the intent to identify opportunities for coordination and resolve conflicts as early as possible during Project development, and to reduce risks to Project development and delivery. 4. PROJECT DEFINITION 4.1. ST3 Plan Representative Projects 4.1.1. The ST3 Plan included representative projects developed for the purpose of establishing scope, cost estimates and ridership forecasts. These representative projects will be used to establish the transit mode, corridor, number of stations and general station locations. The applicable ST3 Plan representative project templates are provided for reference only as Exhibit A. 4.1.2. The Parties will build on work already completed and publicly vetted, particularly the following Sound Transit documents: 1) Updated Regional Transit Long Range Plan, 2)Sound Transit 2 Plan, 3) Sound Transit 3 Plan, and 4) High Capacity Transit Corridor Study- Federal Way to Tacoma Final Report. Project development will start with the ST3 representative projects as the basis from which to investigate what other reasonable alternatives should be evaluated. 4.1.3. The Parties acknowledge that suggestions to study additional alternatives are likely to emerge during the alternatives development phase. The Parties will collaborate on the evaluation of reasonable alternatives that could meet project objectives and fulfill the purpose and intent of the voter-approved ST3 Plan. The goal is to identify options to be investigated as soon as possible during the alternatives development phase. 4.1.4. The following documents describe the Project's scope/base requirements: 4.1.4.1. The representative Project templates attached as Exhibit A, including the transit mode, approximate route, number of stations, general station locations and budget; 4.1.4.2. The Board-adopted description of the Preferred Alternative (anticipated at the end of Alternatives Analysis/Phase I of project delivery); 4.1.4.3. Identified mitigation identified in the Final Environmental Impact Statement ("EIS") (anticipated near the end of Phase III of project delivery); Page 7 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 4.1.4.4. Board-adopted description of the Project to be built (once those decisions have been made and at the close of Phase III of project delivery); and 4.1.4.5. Community amenities beyond the base requirements described in the EIS documents and Record of Decision, such as farmers' market space, public events plaza, stormwater facilities for City purposes, and other such features may be considered betterments. 5. ENGAGEMENT AND COMMUNICATIONS 5.1. Community Engagement and Communications Plan 5.1.1. Sound Transit will develop a Community Engagement and Communications Plan that describes the process for convening and managing three community engagement groups — an Elected Leadership Group, a Stakeholder Group, and an Interagency Group — as well as engaging with the public and the media. The Community Engagement and Communications Plan will further describe the roles and responsibilities of the groups generally composed as follows: 5.1.1.1. The Elected Leadership Group will be composed of Sound Transit Board members and other local elected officials of the Cities and Tribe in the Project area. 5.1.1.2. The Stakeholder Group will be composed of transit riders, residents, business owners, major institutional representatives, community organizations, and other members of the public. 5.1.1.3. The Interagency Group will be composed of senior staff from Sound Transit and the City, county, state, and federal permitting agencies empowered with technical decision-making authority. 5.1.2. The Parties agree that the purpose of engaging with these groups is to offer opportunities for greater collaboration early in Project development. Providing elected, public, and technical staff with structured opportunities to learn in detail about project risks and opportunities, share multiple interests, and discuss constraints that affect the Project. This will allow issues to be understood and surfaced sooner, creative solutions to be developed and assessed, and trade-offs to be identified and decided upon.The Parties will facilitate engagement that produces enduring decisions and that streamlines the Project development and delivery process. 5.1.3. Sound Transit will collaborate with the City on development of the Community Engagement and Communications Plan. The Community Engagement and Communications Plan will require that external communications are delivered in a manner that is culturally and linguistically appropriate to the communities Page 8 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 impacted by construction and other disruptions, as well as the longer term benefits, resulting from the Project. 5.2. Public Communication The Parties intend to provide information to the community in an accurate and timely manner and will notify and coordinate with each other in advance of relevent formal press releases, news conferences, or similar public statements concerning the Project. Coordination will be the responsibility of Sound Transit's Public Information Officer for the South Corridor and the City's Communication Coordinator. Coordination may include identifying opportunities for joint public statements. 6. STREAMLINED PERMITTING 6.1. Permitting Plan 6.1.1. Before the completion of the environmental review phase,the Parties will work together to develop a draft Permitting Plan that supports the preferred alternative and Project schedule. The draft Permitting Plan will describe the processes intended to facilitate the timely preparation, filing and processing of any required City permits, identify City departments with permitting responsibilities and address the overall strategy for completing all City approvals for the Project including land use, environmental, and building/trade/ministerial permits.The Permitting Plan will also address the potential or selected delivery method(s)for Project construction and related implications for the permitting process as well as a strategy for closing out permits upon completion of construction and the issuance of necessary certificates of occupancy. 6.1.2. Upon completion of the environmental review phase and selection of the Project to be built by the Sound Transit Board,the Parties will develop a final Permitting Plan and implement the processes identified in the Permitting Plan. 6.1.3. Implementation actions identified in the Permitting Plan may be formalized in permitting agreements, development agreements, or other agreements as mutually agreed by the Parties. 6.2. Permit Decisions The Parties will develop timelines in the Permitting Plan that support the ST3 Plan goals. 7. ENVIRONMENTAL REVIEW Sound Transit is the lead agency for compliance with the State Environmental Policy Act ("SEPA"). In coordination with the City and other agencies with jurisdiction, Sound Transit will complete the environmental review for the Project in accordance with Page 9 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 SEPA. The City, including all of its departments and divisions, will participate actively in the environmental review process to ensure that the scope of review, reasonable alternatives, environmental impacts, and appropriate mitigation measures are identified and agreed to during the environmental review process. The goal is for the Parties to work together to avoid unnecessary delays in determining environmental impacts or mitigation measures later in the Project permitting process. 8. PLANNING AND MANAGING CONSTRUCTION Sound Transit will consider project delivery methods early in Project development and intends to select the appropriate project delivery method for segments of the Project as soon as a preferred alternative is identified. Sound Transit will evaluate alternative delivery methods against project goals and coordinate with the City before deciding which method(s)to employ. Multiple project delivery methods may be deployed depending on construction sequencing needs and differing Project facility requirements. 9. PROPERTY ACQUISITION 9.1. Temporary and Permanent Property Acquisitions 9.1.1. The City acknowledges that Sound Transit will require use of City rights-of-way to build and operate the Project in accordance with the requirements of Sound Transit's Transitway Agreement, and that Sound Transit will also acquire permanent and temporary property rights from private individuals and commercial interests to implement the Project. 9.1.2. Sound Transit will consider property acquisition needs, including construction staging and temporary construction easements, early in the project development phase. Sound Transit will assess the risk of imminent property sales and development pressure in the corridor. High risk parcels may be targeted for further evaluation and potential suitability for early protective acquisition by Sound Transit. 9.1.3. Once the project to be built has been selected by the Sound Transt Board, Sound Transit will provide the City with a GIS database of the route and affected properties. 9.1.4. The City will notify Sound Transit of potential development activities (permit requests, pre-application meetings, etc.) on parcels along the representative alignment and preferred alternative route, once identified. 9.2. Public Right-of-way and Utilities The Parties will collaboratively develop procedures and schedules in the form of Letters of Concurrence for ensuring that notices and required plans and specifications are prepared and provided to third-party utility providers consistent Page 10 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 with all applicable codes and regulations. Likewise,the Parties will collaboratively develop similar procedures, schedules, and Letters of Concurrence for the relocation of utilities owned by the City.The Parties will also establish utility related ROW/roadway criteria (as needed) and other City-determined criteria that are necessary for early property acquisition and to advance the project design. The schedule and timeline for the Letters of Concurrence are critical to the overall Project schedule 9.3. Transit Way Agreement The Parties will work together to amend the Transit Way Agreement executed for the Federal Way Link Extension project or execute a new transit way agreement, providing Sound Transit the right to own, operate and maintain transit facilities in the public right-of-way. The Parties will develop the final form and contents of the amendment of the Transit Way Agreement for the Project and obtain the necessary approvals upon completion of environmental review. 10. STAFFING RESOURCES AND FUNDING General Approach:The Parties will work together to determine what, if any, additional resources or staffing may be needed to enable the City to fulfill its commitments as outlined in this Agreement. The Parties will work cooperatively to negotiate in good faith a Staff Reimbursement Agreement for certain services and products related to Project development. Sound Transit agrees to reimburse the City for costs associated with particular tasks, as outlined in the Staff Funding Agreement,that are required or necessary because of the implementation of the TDLE project in the City from the effective date of this Agreement. 11. RESERVATION OF RIGHTS Nothing in this Agreement will be deemed a waiver of the City's regulatory authority nor a predetermination of Project compliance with applicable codes and regulations. 12. DISPUTE RESOLUTION 12.1. The Parties agree to work cooperatively and in good faith to resolve issues. 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. 12.2. The Parties agree to use their best efforts to prevent and resolve potential sources of conflict at the lowest level possible. Page 11 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 12.3. 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 will be governed under the dispute resolution provisions in this Section. The Parties agree that cooperation and communication are essential to resolving issues efficiently. 12.4. 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: 12.4.1. 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. 12.4.2. Level Two: Sound Transit's Executive Director of the Planning, Environment, and Project Development Department 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. 12.4.3. Level Three: Sound Transit Deputy Chief Executive Officer and the City of Federal Way's Mayor or Designee shall meet to discuss and attempt to resolve the dispute in a timely manner. 12.5. 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. 13. INDEMNITY 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, Page 12 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 error, or omission of the indemnifying Party, its officers, agents, or employees, in connection with the services required by this Agreement; provided, however, that: 13.1. 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; 13.2. 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 Party, shall apply only to the extent of the negligence or willful misconduct of the indemnifying Party, its elected officials, officers, agents, or employees; 13.3. 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; and 13.4. 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. 14. REMEDIES AND ENFORCEMENT 14.1. 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: 14.1.1. Commencing an action at law for monetary damages; 14.1.2. Commencing an action for equitable or other relief; and/or 14.1.3. Seeking specific performance of any provision that reasonably lends itself to such remedy. Y 14.2. All remedies set forth above are cumulative and the exercise of one shall not foreclose the exercise of others. Page 13 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 14.3. 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. 14.4. 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 attorneys'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. 15. GENERAL PROVISIONS 15.1. This Agreement will take effect upon the last date of signature by the Parties as set forth below. This Agreement will remain in effect until the Project is completed and open to the public. Sound Transit and the City acknowledge that this Agreement is not a complete statement of terms and conditions that will apply to the transactions associated with the Project. If Sound Transit and the City determine it is in their respective best interests to enter into future agreements related to the Project,the terms of those agreements shall govern. Additional issues not addressed in this Agreement may be identified and included in these future agreements. 15.2. 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. 15.3. This Agreement shall be binding upon and inure to the benefit of successors and assigns of the City and Sound Transit. 15.4. 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. 15.5. 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. 15.6. 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. 15.7. 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 Page 14 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 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. 15.8. 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. 15.9. This Agreement 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. • 15.10. 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. Each of the Parties has executed this Agreement by having its authorized representative affix his/her name in the appropriate space below and the effective date will be the last date written below: SOUND TRANSIT CITY OF FEDERAL WAY By: By: ` , Peter M. Rogoff, Chief Executive Officer J Ferrell, Mayor Date: Coz."f Date: 69/1 I i 0 Authorized by Motion No. Authorized by City Council on May 15, 2018. Page 15 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 EXHIBITS Exhibit A: ST3 Plan Representative Project Templates Exhibit B: Designated Representatives Exhibit C: Designated Representatives—Description of Roles Exhibit D: Schedule Milestones Page 16 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 EXHIBIT A ST3 PLAN REPRESENTATIVE PROJECT TEMPLATES • Tacoma Dome Link Extension • Light Rail Operations and Maintenance Facilities Page 1 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 SOUND TRANSIT 3 Federal Way Transit Center to Tacoma Dome Light Rail Subarea South King/Pierce PROJECT AREA AND REPRESENTATIVE ALIGNMENT Primary Mode Light Rail Facility Type Corridor Federal Way Length 9,7 miles Transit Center _ Date Last Modified July 1,2016 i1 SHORT PROJECT DESCRIPTION This project would extend light rail from the Federal Way Transit Center to Tacoma adjacent to 1-5 with three elevated stations at South Federal Way, Fife, and East Tacoma and one at- grade/retained station at Tacoma Dome. . Tacoma Dome i Note: The elements included in this representative project will be refined during future phases of project development and are subject to change. KEY ATTRIBUTES REGIONAL LIGHT Yes RAIL SPINE tDoes this project help complete ithe light rail spine? !CAPITAL COST $1,894—$2,026 Cost in Millions of 2014$ 'RIDERSHIP 27,000—37,000 2040 daily project riders PROJECT ELEMENTS • Approximately 9.7 miles of light rail in a mixture of at-grade and elevated guideway • 3 elevated stations: South Federal Way, Fife, and East Tacoma(in the vicinity of Portland Avenue). sized to accommodate 4-car trains • 1 at-grade/retained cut station: Tacoma Dome sized to accommodate 4-car trains • Parking garages at the South Federal Way and Fife stations, each with approximately 500 stalls;the scope of the transit parking components included in this project could be revised to include a range of strategies for providing rider access to the transit facility: along with, or instead of, parking for private vehicles or van pools, a mix of other investments could be accomplished through the budget for this project • A pedestrian bridge connecting the Tacoma Dome Station to Freighthouse Square ' w A new light rail bridge over the Puyallup River • Peak headways: 6 minutes 1 percent for art per Sound Transit policy Non-motorized access facilities(bicycle/pedestrian),transit-oriented development(TOD)/planning due diligence, bus/rail integration facilities, and sustainability measures(see separate document titled 16 "Common Project Elements") ;NOT INCLUDED • Light rail vehicles not included • Costs for operations and maintenance facility not included, but assumed to be built along corridor • See separate documents titled "Common Project Elements,""Light Rail Operations and Maintenance Facilities,"and -Light Rail Vehicles" (ISSUES&RISKS • Potential future WSDOT project at I-5/SR 161/SR 18(Triangle project, Phase 2) and ongoing WSDOT planning for the Puget Sound Gateway Project(SR 167 Extension) Sound Transit 3 TemplateRelease date July 1,2016 Page 1 of 6 51 I 111 ""I. SOUNDTRANSIT SOUND TRANSIT 3 Federal Way Transit Center to Tacoma Dome Light Rail KEY ATTRIBUTES ISSUES&RISKS • Clearance of the Bonneville Power Administration high-voltage transmission lines • At-grade profiles included in this project could result in more potential conflicts with other modes; this could affect speed and reliability • Requires FHWA/WSDOT approvals for use of interstate right-of-way • Complexity of the Puyallup River bridge crossing will require coordination and approval from the Puyallup Tribe of Indians: the new bridge may also require coordination with Coast Guard if levee is • impacted • Geotechnical challenges and potential archeological discoveries at/near the Puyallup River and Tacoma Dome area • Construction near active freight and passenger rail lines • Potential impacts of climate change and future sea level rise in the vicinity of the Puyallup River • Light rail is not currently a permitted use in Federal Way but is specifically defined as an essential public facility; the Comprehensive Plan includes light rail • Light rail is not currently a permitted use in Milton; Milton considers transit facilities special uses • In Fife, light rail is not defined as an essential public facility but would be permitted in certain zones as a conditional use under EPF definition; the Comprehensive Plan includes light rail. • Light rail currently operates in Tacoma and specific station area standards are codified;the Comprehensive Plan includes light rail Sound Transit 3 Template Release date:July 1,2016 Page 2 of 6 sir SOUNDTRANSIT SOUND TRANSIT 3 Federal Way Transit Center to Tacoma Dome Light Rail Sound Transit developed a conceptual scope of work for this project for the purpose of generating a representative range of costs, both capital and operating; and benefits, including ridership forecasts,TOD potential, multi-modal access and others. This information was developed to assist the Sound Transit Board as it developed the ST3 system plan, including phasing of investments and financial plan,for voter consideration. Final decisions on project elements(e.g.,alignment, profile,station locations,and number of parking stalls)will be determined after completion of system planning,project level environmental review,and preliminary engineering during which additional opportunities for public participation will be provided. Therefore,this scope definition should not be construed as a commitment that all representative features will be included in the final developed project. Long Description: This project would construct an extension of Link light rail from the Federal Way Transit Center to the Tacoma Dome Station generally along or near 1-5. The alignment would begin at the Federal Way Transit Center and have stations at South Federal Way, Fife, East Tacoma, and the Tacoma Dome. From the Federal Way Transit Center Station the alignment would curve east to meet 1-5 near S 324th Street. It would have a short at-grade section from S 322nd Street to S 333rd Street in order to cross underneath the Bonneville Power Administration high-voltage transmission lines.The alignment would then parallel the west side of 1-5 with the South Federal Way Station located just south of the I-5/SR 18 interchange at S 352nd Street. The station platform would be elevated and adjacent to a 500-stall parking garage. The alignment would continue adjacent to the west side of 1-5 and be elevated.The alignment would have short at-grade sections where I-5 curves to the west as it enters Fife,where the alignment would be located underneath the proposed WSDOT—Puget Sound Gateway Project(SR 167 Extension), and between approximately 70th Avenue E and 62nd Avenue E in Fife.The alignment would remain elevated.The Fife Station would be located east of 54th Avenue E above the 1-5 southbound off-ramp, and a 500-stall parking garage would be located just west of the Emerald Queen Casino. From the Fife Station,the alignment would remain elevated. It would follow I-5 until it crosses the Puyallup River where it would follow E Bay Street to a station in East Tacoma in the vicinity of E Portland Avenue. Alternatively, the East Tacoma Station could be located on E 27th Street and E Portland Avenue. A parking facility would not be associated with either East Tacoma Station location. The alignment would continue along East 26th Street to the Tacoma Dome Station area.The station is located parallel to the existing Tacoma Dome Station and Freighthouse Square on East 26th Street between East F Street and East D Street.The station has an at-grade/retained cut platform with a pedestrian bridge connecting to Freighthouse Square. Assumptions: • Reconstruction of the Federal Way/320th Park-and-Ride lot may be required; these anticipated costs are included in the cost estimate • Raising the Bonneville Power Administration high-voltage transmission lines may be required: these anticipated costs are included in the cost estimate • WSDOT noise wall replacement may be required.these anticipated costs are included in the cost estimate • Completion of the WSDOT—Puget Sound Gateway Project(SR 167 Extension) • A long span structure to cross the Puyallup River • Reconstruction of E 26th Street may be required; these anticipated costs are included in the cost estimate • Crossover and tail track storage are included • For non-motorized station access allowances, the South Federal Way Station, the Fife Station, and the East Tacoma Station are categorized as Suburban stations and the Tacoma Dome station is characterized as an Urban station and an intermodal transit center • For bus/rail integration, facilities have been assumed at the South Federal Way Station and the Fife Station • Budget for operations is included in the cost estimate.An operations and a maintenance facility is assumed to be built along this corridor. (See project titled"Operations and Maintenance Facilities") Environmental: Sound Transit will complete project-level state and federal environmental reviews as necessary;provide mitigation for significant impacts:obtain and meet the conditions of all required permits and approvals; and strive to exceed compliance and continually improve its environmental performance. Utilities: Utility relocation as needed to complete the project, including fiber optics, sewer, water,overhead electric/communications,etc. Right-of-Way and Property Acquisition: Property acquisitions anticipated at stations and traction power substations Sound Transit 3 Template � Release date:July 1 2016 Page 3 of 6 iT SOUNDTRANSIT SOUND TRANSIT 3 Federal Way Transit Center to Tacoma Dome Light Rail Potential Permits/Approvals Needed: • Building permits:electrical, mechanical, plumbing • Utility connection permits • Construction-related permits(clearing and grading, stormwater management,street use,haul routes, use of city right-of-way) • Land use approvals(conditional use, design review, site plans,comprehensive plan or development code consistency, special use permits) • Requires FHWA/WSDOT approvals for use of interstate right-of-way • All required local,state and federal environmental permits • NEPA/SEPA and related regulations • US Coast Guard Bridge Permit • Corps of Engineers Section 10 Project Dependencies: • Completion of Link Extension to the Federal Way Transit Center • Purchase of additional light rail vehicles is required to operate service on this corridor • Construction of new operations and maintenance base capacity is required to accommodate the fleet required for this corridor Potential Project Partners: • City of Federal Way. Milton, Fife, and Tacoma • King County • Puyallup Tribe of Indians • Pierce County • WSDOT • Coast Guard • FTA • Army Corps of Engineers • FHWA • Transit partners serving project: King County Metro. Pierce • Bonneville Power Administration Transit Sound Transit 3 Template r Release date:July 1.2016 Page 4 of 6 T SOUNDTRANSIT SOUND TRANSIT 3 Federal Way Transit Center to Tacoma Dome Light Rail Cost: Sound Transit developed a conceptual scope of work for this project for the purpose of generating a representative range of costs, both capital and operating; and benefits, including ridership forecasts,TOD potential, multi-modal access and others. This information was developed to assist the Sound Transit Board as it developed the ST3 system plan,including phasing of investments and financial plan,for voter consideration. Final decisions on project elements(e.g., alignment, profile, station locations, and number of parking stalls)will be determined after completion of system planning, project level environmental review, and preliminary engineering during which additional opportunities for public participation will be provided. Therefore, this scope definition should not be construed as a commitment that all representative features will be included in the final developed project. In Millions of 2014$ ITEM COST COST WITH RESERVE Agency Administration $100.14 $107.15 Preliminary Engineering&Environmental Review $62.73 $67.12 Final Design& Specifications $124.62 , $133.34 Property Acquisition &Permits $72.71 $77.80 Construction $1,271.12 $1,360.10 Construction Management $112.16 , $120.01 Third Parties $25.72 $27.52 Vehicles $0.00 $0.00 Contingency $124.62 $133.34 Total $1,893.81 $2,026.38 Design Basis: Conceptual The costs expressed above include allowances for TOD planning and due diligence. Sustainability, Bus/rail integration facilities, and Non-Motorized Access. These allowances. as well as the costs for Parking Access included above. are reflected in the following table. Property acquisition costs are not included in the table below, but are included within the total project cost above. For cost allowances that are not applicable for this project. "N/A" is indicated. ITEM COST COST WITH RESERVE TOD planning and due diligence $1.22 $1.30 Sustainability $12.85 $13.75 Parking access $52.22 $55.87 Non-motorized(bicycle/pedestrian)access $31.85 $34.08 Bus/rail integration facilities $5.50 $5.89 Sound Transit 3 Template Release date:July 1,2016 Page 5 of 6 I SOUNDTRANSIT SOUND TRANSIT 3 Federal Way Transit Center to Tacoma Dome Light Rail Evaluation Measures: MEASURE MEASUREMENT/RATING NOTES Regional Light Rail Spine Yes Does project help complete regional light rail spine? , 1111 tI4$tf a Ridership 27,000—37,000 2040 daily project riders ® Capital Cost $1,894—$2,026 Cost in Millions of 2014$ Q Annual O&M Cost $22 Cost in Millions of 2014$ 0 Travel Time 19 min In-vehicle travel time along the project(segment) Reliability High 100%in exclusive right-of-way ON Quantitative/qualitative assessment of alignment/route in exclusive TIME right-of-way H System Integration Medium Low to medium-high number of Qualitative assessment of issues and effects related to connections to existing daily transit connections; existing local bus service and potential future integration opportunities multi-modal integration opportunities at Tacoma Dome Ease of Non-motorized Access Medium Low Low to medium intersection density Qualitative assessment of issues and effects related to non-motorized providing non-motorized access, modes freeways as barriers,improved • A. As arterial crossing of 1-5 at 54th Ave E J� f Percent of Non-motorized Mode of Access 20-35% Percent of daily boardings I Connections to PSRC-designated Regional Centers 2 centers Downtown Tacoma,Port of Number of PSRC-designated regional growth and Tacoma MIC j®iimanufacturing/industrial centers served - Land Use and Development/TOD Potential Quantitative/qualitative assessment of adopted Plans&Policies and Medium Moderate support in local and zoning compatible with transit-supportive development within 0.5 mile regional plans;approx.35%land is © of potential stations compatibly zoned Qualitative assessment of real estate market support for development 04 0+0+p within 1 mile of potential corridor Low Limited market support Density of activity units(population and employment for 2014 and Pop/acre:2014:2; 2040:5 2040)within 0.5 mile of potential station areas Emp/acre:2014:5; 2040:7 Pop+Emp/acre:2014:7; 2040: 12 Socioeconomic Benefits "srA Existing minority/low-income populations within 0.5 mile of potential 44%Minority;17%Low-Income -1-- station areas 2014 and 2040 population within 0.5 mile of potential station areas Pop:2014:4,800; 2040:9,200 2014 and 2040 jobs within 0.5 mile of potential station areas Emp:2014:8,900: 2040: 14,700 For additional information on evaluation measures. see http://soundtransit3.org/document-library Sound Transit 3 Template %—im Release date:July 1 2016 Page 6 of 6 SOUNDTRANSIT SOUND TRANSIT 3 Light Rail Operations and Maintenance Facilities Subarea All PROJECT AREA AND REPRESENTATIVE ALIGNMENT Primary Mode Light Rail Facility Type N/A Length N/A • Date Last Modified July 1, 2016 SHORT PROJECT DESCRIPTION This project would construct two new light rail operations and maintenance facilities to accommodate additional fleet capacity. Note: The elements included in this representative project will be • refined during future phases of project development and are subject to change. KEY ATTRIBUTES REGIONAL LIGHT N/A RAIL SPINE Does this project help complete the light rail spine? CAPITAL COST $1,166—$1,248 cost in Millions of 2014$ RIDERSHIP N/A 2040 daily project riders PROJECT ELEMENTS • Two operations and maintenance facilities: one in Lynnwood to Everett corridor and one in Federal Way to Tacoma corridor NOT INCLUDED • See separate document titled "Common Project Elements ISSUES&RISKS • Facility siting could be near existing residential and/or commercial uses • Current zoning may not be compatible with use • Noise generation • Facility siting and design should consider potential future expansion needs • Jurisdictional coordination will be required for implementation of this project Sound Transit 3 Template � Release date:July 1,2016 Page 1 of 5 lT SOUNDTRANSIT SOUND TRANSIT 3 Light Rail Operations and Maintenance Facilities Sound Transit developed a conceptual scope of work for this project for the purpose of generating a representative range of costs, both capital and operating; and benefits, including ridership forecasts,TOD potential, multi-modal access and others. This information was developed to assist the Sound Transit Board as it developed the ST3 system plan, including phasing of investments and financial plan,for voter consideration. Final decisions on project elements(e.g.,alignment, profile,station locations,and number of parking stalls)will be determined after completion of system planning, project level environmental review,and preliminary engineering during which additional opportunities for public participation will be provided. Therefore,this scope definition should not be construed as a commitment that all representative features will be included in the final developed project. Long Description: This project would construct two new light rail operations and maintenance facilities: one in the Lynnwood to Everett corridor and one in the Federal Way to Tacoma corridor. Specific locations will be determined as part of light rail project development in each corridor. Assumptions: • North OMF would be sized to accommodate approximately 152 light rail vehicles • South OMF would be sized to accommodate approximately 108 light rail vehicles • Both facilities would be full service facilities and would include all heavy maintenance equipment • Includes employee parking • Additional future expansion could be accommodated Environmental: Sound Transit will complete project-level state and federal environmental reviews as necessary; provide mitigation for significant impacts; obtain and meet the conditions of all required permits and approvals; and strive to exceed compliance and continually improve its environmental performance. Utilities: Utility relocation as needed to complete the project, including fiber optics, sewer,water,overhead electric/communications, etc. Right-of-Way and Property Acquisition: Property acquisition required Potential Permits/Approvals Needed: • Building permits: Electrical, Mechanical, Plumbing • Utility connection permits • Construction-related permits(clearing and grading. stormwater management, street use,haul routes. use of city right-of-way) • Land use approvals(Conditional use, design review, site plans, Comprehensive Plan or development code consistency, Special Use Permits) • All required local,state,and federal environmental permits; NEPA/SEPA and related regulations. Project Dependencies: This project requires construction of the Lynnwood to Everett and Federal Way to Tacoma light rail projects. Potential Project Partners: • Local jurisdictions • WSDOT Sound Transit 3 Template — Release date:July 1.2016 Page 2 of 5 T SOUNDTRANSIT SOUND TRANSIT 3 Light Rail Operations and Maintenance Facilities Cost: Sound Transit developed a conceptual scope of work for this project for the purpose of generating a representative range of costs, both capital and operating;and benefits, including ridership forecasts,TOD potential, multi-modal access and others. This information was developed to assist the Sound Transit Board as it developed the ST3 system plan, including phasing of investments and financial plan,for voter consideration, Final decisions on project elements(e.g., alignment, profile, station locations,and number of parking stalls)will be determined after completion of system planning, project level environmental review,and preliminary engineering during which additional opportunities for public participation will be provided. Therefore, this scope definition should not be construed as a commitment that all representative features will be included in the final developed project. In Millions of 2014$ North OMF ITEM COST COST WITH RESERVE Agency Administration $35.76 $38.27 Preliminary Engineering&Environmental $16.14 $17.27 Review Final Design&Specifications $32.29 $34.55 Property Acquisition& Permits $182.79 . $195.59 Construction $329.31 $352.36 Construction Management $29.06 . $31.09 Third Parties $6.46 $6.91 Vehicles $0.00 $0.00 Contingency $32.29 , $34.55 Total $664.09 $710.58 Design Basis: Conceptual The costs expressed above include allowances for TOD planning and due diligence. Sustainability. Bus/rail integration facilities, and Non-Motorized Access. These allowances. as well as the costs for Parking Access included above. are reflected in the following table. Property acquisition costs are not included in the table below, but are included within the total project cost above. For cost allowances that are not applicable for this project. "N/A" is indicated. ITEM COST COST WITH RESERVE TOD planning and due diligence N/A N/A Sustainability N/A N/A Parking access N/A N/A Non-motorized(bicycle/pedestrian)access N/A N/A Bus/rail integration facilities N/A N/A Sound Transit 3 Template Release date:July 1,2016 Page 3 of 5 T SOUNDTRANSIT SOUND TRANSIT 3 Light Rail Operations and Maintenance Facilities South OMF ITEM COST COST WITH RESERVE Agency Administration $26.59 $28.45 Preliminary Engineering& Environmental Review $16.11 $17.24 Final Design& Specifications $32.23 $34.48 Property Acquisition&Permits $30.68 $32.83 Construction $328.71 $351.72 Construction Management $29.00 $31.03 Third Parties $6.45 $6.90 Vehicles $0.00 $0.00 Contingency $32.23 $34.48 Total $501.99 $537.13 Design Basis: N/A The costs expressed above include allowances for TOD planning and due diligence, Sustainability. Bus/rail integration facilities, and Non-Motorized Access. These allowances. as well as the costs for Parking Access included above, are reflected in the following table. Property acquisition costs are not included in the table below, but are included within the total project cost above. For cost allowances that are not applicable for this project. "N/A" is indicated. ITEM COST COST WITH RESERVE TOD planning and due diligence N/A N/A Sustainability $0.08 $0.08 Parking access N/A N/A Non-motorized(bicycle/pedestrian)access N/A N/A Bus/rail integration facilities N/A N/A Sound Transit 3 Template r Release date:July 1,2016 Page 4 of 5 SOUNDTRANSIT SOUND TRANSIT 3 Light Rail Operations and Maintenance Facilities Evaluation Measures: MEASURE MEASUREMENT/RATING NOTES Regional Light Rail Spine N/A Does project help complete regional light rail spine? Ridership N/A t di 2040 daily project riders Capital Cost $1,166—$1.248 Cost in Millions of 2014$ Annual O&M Cost $6 Cost in Millions of 2014$ 0 Travel Time N/A In-vehicle travel time along the project(segment) Reliability N/A ON Quantitative/qualitative assessment of alignment/route in exclusive TIME right-of-way H System Integration N/A Qualitative assessment of issues and effects related to connections to existing local bus service and potential future integration opportunities Ease of Non-motorized Access N/A Qualitative assessment of issues and effects related to non-motorized modes • Percent of Non-motorized Mode of Access N/A Percent of daily boardings Connections to PSRC-designated Regional Centers N/A Number of PSRC-designated regional growth and ®®� SAA manufacturing/industrial centers served ■ Land Use and Development/TOD Potential Quantitative/ualitative assessment of adopted Plans&Policies and N/A q p zoning compatible with transit-supportive development within 0.5 mile of potential stations Qualitative assessment of real estate market support for development 04 0 within 1 mile of potential corridor N/A Density of activity units(population and employment for 2014 and N/A 2040)within 0.5 mile of potential station areas Socioeconomic Benefits Existing minority/low-income populations within 0.5 mile of potential N/A station areas 2014 and 2040 population within 0.5 mile of potential station areas N/A 2014 and 2040 employment within 0.5 mile of potential station areas N/A For additional information on evaluation measures. see http://soundtransit3.org/document-library Sound Transit 3 Template Release date:July 1,2016 Page 5 of 5 T SOUNDTRANSIT EXHIBIT B DESIGNATED REPRESENTATIVES SOUND TRANSIT: CITY OF FEDERAL WAY: Curvie Hawkins Tony Doucette, PE Project Director Sound Transit Liaison Sound Transit City of Federal Way 401 S Jackson St 33325 8th Avenue South Seattle, WA 98104 Federal Way, WA 98003 (206) 689-4772 (253) 835-2713 curvie.hawkins@soundtransit.org Tony.Doucette@cityoffederalway.com Page 1 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 EXHIBIT C DESIGNATED REPRESENTATIVES—DESCRIPTION OF ROLES Each Designated Representative shall be responsible for Project coordination, design coordination, scheduling and communication in support of the implementation of the obligations imposed by this Agreement. The Designated Representatives shall meet and confer in good faith, exchange information and maintain open communication to facilitate the coordinated development of the Project. The Designated Representatives may receive notice at the above stated addresses. Each Party may unilaterally change their notification address in this section by written notice to the other Party. CITY DESIGNATED REPRESENTATIVE In order to proactively work through planning and design issues, and facilitate expedited project delivery, key City staff will need to coordinate on a regular basis with Sound Transit. Regular coordination meetings with the City Designated Representative as well as periodic coordination meetings with key technical staff at various City departments (Community Development, Public Works, Parks, Law and Police) are anticipated from the outset of project development. The Designated Representative, in conjunction with Sound Transit,will also identify appropriate check-in points with City Council. Participation by key technical staff in regular interagency meetings as well as occasional stakeholder workshops focused on alternatives development, station area planning, system access,TOD or other technical areas is also anticipated. Key responsibilities of the Designated Representative include the following: Serve as City's point of contact and coordinate involvement of other City staff: • Serve as City's single point of contact facilitating Sound Transit coordination efforts with the various City departments, Council, and Mayor. • Manage internal coordination efforts between various City departments. • Attend regular management coordination meetings with Sound Transit. • Coordinate City staff involvement in periodic technical coordination meetings with Sound Transit staff and consultants. • Participate in interagency meetings and coordinate involvement by other City staff as necessary. • Coordinate City involvement in stakeholder workshops focused on alternatives development, station area planning, system access,TOD or other issues. Page 1 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 Respond to requests for technical input and facilitate resolving issues: • Respond to Sound Transit for technical input related to project development. These could include: land use/zoning,traffic/parking, sensitive areas, hazmat, historic/archeological, parks/open space, other environmental concerns, utility, roadway/traffic, drainage, structural/building,fire/life safety, construction staging, property acquisition/right-of-way vacation, maintenance or similar design and permitting issues within the City's authority. • Identify City and private projects or proposals (e.g. utility projects,transportation projects, private development projects)that have the potential to interfere with the design and construction of the Project, facilitate conflict resolution and identify opportunities for coordinated delivery or joint development. Coordinate City review of technical work and resolve potential inconsistencies: • Coordinate City staff review of alternatives development and EIS related documents and resolve inconsistencies among review comments between departments. • Coordinate City staff review of design submittals for stations, guideway and associated facilities and resolve inconsistencies among review comments between departments. Facilitate development of agreements: • Facilitate development of staff level agreements documenting City concurrence on analysis/design approaches and proposed solutions. • Facilitate development of partnering, preferred alternative and permitting agreements with Sound Transit at key milestones in project development. • Facilitate administration of interagency agreements, including City budget process, legislation, and ongoing reporting and financial management. SOUND TRANSIT DESIGNATED REPRESENTATIVE The Sound Transit Designated Representative will provide central coordination for Project Design Submittals and Project coordination. In addition to these tasks,the Sound Transit Designated Representative will participate in regularly scheduled project-level coordination meetings. The Sound Transit Designated Representative will ensure that all review comments are addressed and that responses to comments are coordinated between all Sound Transit departments and the consultant team. The Sound Transit Designated Representative will also be responsible for ensuring that the City is informed as soon as practicable of any changes required to the budget, scope or schedule of the Project that may impact the City. Page 2 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18 EXHIBIT D SOUND TRANSIT SCHEDULE MILESTONES Schedule Objective Target Date Project Development Team Initiated Q3 2017 Project Development Begins Q4 2017 Preferred Alternative Concurrence Q2 2019 ST Board Identifies Preferred Alternative Q2 2019 Project Delivery Method Selected 2019 Permitting Plan Developed 2021 Environmental Review Complete &ST Board Selects Project to be Built 2022 Land Use/Discretionary Approvals Complete TBD Construction Begins 2025 Inspections and Certificate of Occupancy Complete TBD Revenue Service 2030 Page 1 Tacoma Dome Link Extension Partnering Agreement City of Federal Way and Sound Transit GA 0091-18