AG 19-020 - Sound Transit RETURN TO: PW ADMIN EXT: 2700 ID#: 3 tt Oma/
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT/DIV: PUBLIC WORKS/5ofAAJk 7/41.1sir
2. ORIGINATING STAFF PERSON:rpm/lOKGE77'e EXT: 21/6 3. DATE REQ.BY: /l/L/1'p/g
3. TYPE OF DOCUMENT(CHECK ONE)..
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
o PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
o PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
o GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
o REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
o ORDINANCE ❑ RESOLUTION
o CONTRACT AMENDMENT(AG#): INTERLOCAL
❑ OTHER
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6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE,WORK OR SERVICES o COMPENSATION o 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: COMPLETION DATE:
8. TOTAL COMPENSATION:$ -7NYfry us (INCLUDE EXPENSES AND SALES TAX,IF ANY)
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REIMBURSABLE EXPENSE: ❑YES o NO IF YES,MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: 0 CONTRACTOR ❑CITY
RETAINAGE: RETAINAGE AMOUNT: A ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
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10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: a/3/20($ COMMITTEE APPROVAL DATE: /7/,1/20/2
SCHEDULED COUNCIL DATE: /�/4'? COUNCIL APPROVAL DATE: /////l 20//
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❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS
o CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 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
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1/2018
PROJECT ADMINISTRATION AGREEMENT BETWEEN
THE CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY(SOUND TRANSIT)
AND THE CITY OF FEDERAL WAY FOR THE
TACOMA DOME LINK EXTENSION PROJECT
GA 0167-18
This Project Administration 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. 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 City is responsible for administering state and local transportation and land use laws and
development regulations that will apply to Sound Transit projects located within the City's
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 Tacoma Dome Link Extension (TDLE)
Project(Project)within the City's jurisdiction.
E. The City and Sound Transit executed a Partnering Agreement for the Tacoma Dome Link
Extension Project(GA 0091-18) on June 27, 2018 (Partnering Agreement),to document and
confirm a mutual understanding of general terms and conditions to advance the
implementation of the Project.
F. This Agreement addresses the commitment in Section 10 of the Partnering Agreement for the
Parties to work cooperatively to negotiate in good faith a funding agreement to provide
reimbursement to the City for the costs of certain services and products related to the
successful planning and implementation of the Project.
G. The Partnering Agreement guided the development of this Agreement, and the applicable terms
and conditions of the Partnering Agreement will also apply to this Agreement as described
herein.
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Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
1. Purpose
Sound Transit's TDLE 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 between one another,and Sound Transit will prepare construction plans and secure
property rights, permits, and approvals from the City and other entities for the construction and
operation of Sound Transit's facilities and services.The intent of this Agreement is to establish (1)
roles and responsibilities with regard to the TDLE 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, outlined in Section 2.2 of the Partnering Agreement.
3. Cooperation and Good Faith Efforts
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
Sound Transit is the lead agency for compliance with SEPA. In coordination with the City and other
agencies with jurisdiction,Sound Transit will complete the substantive and procedural
environmental review for the Project in accordance with SEPA requirements.The environmental
review will cover the City's issuance of permits for the Project as well as environmental mitigation,
and the City will use and rely upon the 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.
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Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
5. Essential Public Facilities
The Parties agree that the TDLE 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 TDLE 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:
• Are required or necessary because of the implementation of Sound Transit's TDLE Project in the
City; or
• Are directly related to the Project,are essential to meeting Project objectives and schedule, and
support Project design, permitting, and construction activities, such as documentation of
durable and specific Project commitments, public right-of-way review,and approval services,
documented decisions including permit approvals, and other types of agreements furthering
implementation of the Project; or
• Respond to requests made by Sound Transit to provide Project-related technical information
such as data, reports,or studies or to provide engineering or design services for City owned
utilities or other public works affected by the Project;or
• Sound Transit asks the City to undertake and has negotiated a Task Order as described in Section
6.2, or other written agreement,for payment to the City; or
• May include tasks that Sound Transit asks the City to complete on a shorter schedule than the
City would otherwise follow.
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 6.4.
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.This includes attendance at public or
advisory meetings.
• 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. Sound Transit will request that the City perform specific work under this
Agreement through written Task Orders.A Task Order shall be prepared by Sound Transit,
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Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
reviewed by the City, 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 Task Order Management. For each Task Order,the City will provide monthly progress and cost
updates to Sound Transit indicating the amount spent and the estimated cost to complete for
each scope and budget element included in the Task Order. If actual costs are anticipated to
exceed the amount of the Task Order,the Designated Representatives(or designees)will
prepare a mutually agreeable cost estimate to complete the work and develop an appropriate
course of action,which may include amending the Task Order.
6.4 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.
B. 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
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Sound Transit and the City of Federal Way
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 Projects 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, 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
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.
6.5 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.
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Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
• 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.
6.6 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 6.4 or provide notice to Sound Transit as set forth in Section 6.4.6.2,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 identified in the Partnering
Agreement may be commenced and Sound Transit may request specific resolutions including a
reduction of reimbursable costs owed to Sound Transit by the City.
7. Invoicing
7.1 The City shall submit quarterly invoices and supporting documentation for task order payments.
The invoices must include a signed invoice template which Sound Transit will provide, a progress
report including a description of services provided by the City,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 to
AccountsPayable@SoundTransit.org,or via mail to Sound Transit,Accounts Payable,401 S.
Jackson St., Seattle, WA 98104-2826. Invoices must be paid within thirty(30) days of Sound
Transit's receipt of the invoice and acceptable documentation.
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.
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Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
8. Suspension and Termination
8.1 If the City has not received payment from Sound Transit as provided in Section 7,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 12 of the
Partnering Agreement 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
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
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Sound Transit and the City of Federal Way
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.
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
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Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
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
11.1.4 All remedies set forth above are cumulative and the exercise of one shall not foreclose the
exercise of others.
11.2 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.
11.3 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
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:
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,
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Sound Transit and the City of Federal Way
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
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. Notices
16.1 Unless otherwise provided herein, all notices and communications concerning this Agreement
shall be in writing and addressed to the Designated Representative.
16.2 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 under Section 8, Suspension and Termination, must be
delivered in person or by certified mail, return receipt requested.
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Sound Transit and the City of Federal Way
17. Audits
17.1 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.
17.2 The City will make all Project records available for Sound Transit inspection upon prior
reasonable request.Audits may be performed by Sound Transit or its independent public
accountants to ensure compliance with and enforcement of this Agreement. Should the audit
determine that funds from Sound Transit have been used for expenses that were ineligible,
the City will reimburse Sound Transit the amounts found to have been ineligible.
18. General Provisions
18.1 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.
18.2 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.
18.3 This Agreement shall be binding upon and inure to the benefit of successors and assigns of the
City and Sound Transit.
18.4 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.
18.5 This Agreement is made and entered into for the sole protection and benefit of the Parties
hereto and their successors and assigns. 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, and no other person shall have any right of action based upon
any provision of this Agreement.
GA 0167-18 Page 11
Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
18.6 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.
18.7 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.
18.8 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.
18.9 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.
18.10 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.
18.11 Sound Transit's design and construction of the Project may become subject to a financial
assistance contract between Sound Transit and the Federal Transit Administration (FTA).The
Parties recognize that changes to this Agreement may be necessary to comply with the FTA
funding requirements.
19. Severability
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.
20. City's Permitting and Regulatory Authority
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.
GA 0167-18 Page 12
Tacoma Dome link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
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 THE CITY OF FEDERAL WAY
v ,
By: By:
Peter M. Rogoff, Chief Executive Officer • erre) , Mayor
Date: 2 - "71-1 Date: i 1 I
Ct
Authorized by Motion No. M2019-03 Authorized by City Council Motion on
January 2, 2019.
Approve', .‘s to form: Approved as to form:
By: Lid By: Al'arr
Amy Jo Pe, :I, Senior Legal Counsel J.J. Ryan Call, City Attorney
GA 0167-18 Page 13
Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
EXHIBITS
Exhibit A: Anticipated Task Orders under this Agreement
Exhibit B:Task Order Format
GA 0167-18 Page 14
Tacoma Dome Link Extension Project Administration Agreement
Sound Transit and the City of Federal Way
Exhibit A
Anticipated Task Orders
Draft and Final Environmental Review Phases
Draft and Final Permitting Plan Phases
Final Design Review Phase
Permitting and Pre-Construction Phase
Construction Services
GA 0167-18 Exhibit A
Tacoma Dome Link Extension Project Administration Agreement Page 1
Sound Transit and the City of Federal Way
Exhibit B
Task Order Format
Task Order_
under the
PROJECT ADMINISTRATION AGREEMENT
BETWEEN THE CITY OF FEDERAL WAY AND SOUND TRANSIT
FOR THE TACOMA DOME LINK EXTENSION PROJECT(GA 0167-18)
This Task Order is issued under the Project Administration Agreement between the City of
Federal Way and Sound Transit executed on , 2018 (GA 0167-18) "Project Administration
Agreement."This Task Order establishes the scope, schedule, and budget for the services(Services)
provided by the City 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 Project Administration
Agreement are incorporated by reference into this Task Order.
The effective date of this Task Order is , 20_
The end 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.
• The Schedule is included as Attachment 2.
• The Cost Estimate is included as Attachment 3.
Each of the Parties has executed this Task Order by having its authorized representative affix his/her
name in the appropriate space below:
For the City For Sound Transit
Signature Signature
Printed Name Printed Name
Title Title
Date Date
Ordinance:
Name,City Attorney
GA 0167-18 Exhibit B
Tacoma Dome Link Extension Project Administration Agreement Page 1
Sound Transit and the City of Federal Way
Exhibit B
Task Order Format
Attachment 1:Scope of Work.
The Scope should be fully developed and provide a detailed description of work to be provided under
each Task Order.
GA 0167-18 Exhibit B
Tacoma Dome Link Extension Project Administration Agreement Page 2
Sound Transit and the City of Federal Way
Exhibit B
Task Order Format
Attachment 2: Estimated Schedule.
The schedule should match the tasks included in the Project Scope.
Task Start Month End Month
GA 0167-18 Exhibit B
Tacoma Dome Link Extension Project Administration Agreement Page 3
Sound Transit and the City of Federal Way
Exhibit B
Task Order Format
Attachment 3. Cost Estimate.
Spreadsheet to be inserted. Use tasks and schedule to develop cost estimate based on labor rate and
expenses.
GA 0167-18 Exhibit B
Tacoma Dome Link Extension Project Administration Agreement Page 4
Sound Transit and the City of Federal Way