HomeMy WebLinkAbout3113 RESOLUTION NO. 3 113
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF AUBURN (CITY),
KING COUNTY DEPARTMENT OF TRANSPORTATION (COUNTY), AND
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY (SOUND
TRANSIT) FOR THE PLANNING, DESIGN AND CONSTRUCTION OF" THE
AUBURN MULTIMODAL TRANSIT FACILITY.
WHEREAS, Sound Transit is a duly organized regional transit authority
existing under Chapters 81.104 and 81.112 RCW and has all powers
necessary to implement a high capacity transportation system. On
November 5, 1996, central Puget Sound area voters approved local funding for
Sound Move, Sound Transit's ten-year regional transit plan. The plan includes
light rail, commuter rail, and a regional express bus/HOV system that will be
integrated with local transit systems and use a single or integi'ated, regional
fare structure; and
WHEREAS, Sound Transit intends to begin commuter rail service
between Seattle and Tacoma with service to south King County and north
Pierce County, including the City of Auburn; and
WHEREAS, Consistent with Sound Move, Sound Transit will devE;Iop a
commuter rail station in Auburn; and
Resolution No. 3113
08~24~99
Page 1
WHEREAS, Sound Transit has awarded a construction contract for
Phase One construction and wishes to begin construction in September 1999;
and
WHEREAS, Construction requires issuance of permits by the City. Said
permits are conditioned upon execution of this agreement; and
WHEREAS, The Environmental Assessment entitled Tacoma-to-Seattle
Commuter Rail prepared by AdoIf Associates, Inc., dated December 1997 calls
for the construction of 540 parking spaces at the Auburn commuter rail station,
which are required to mitigate parking impacts that would otherwise occur to
downtown Auburn; and
WHEREAS, Sound Transit warrants that the full complement of 540
parking stalls will be available within twenty-four months of the effective elate of
the Agreement; and
WHEREAS, the County adopted the Six Year Plan for Transit
Development on December 11, 1995; and
WHEREAS, the Six Year Plan includes a twenty seven million dollar
appropriation for transit passenger capital improvements, including funds for
development of a transit hub in Auburn; and
Resolution No. 31 lJ
08/24/99
Page 2
WHEREAS, the City will contribute $3 million in funding to support
planning and construction of the facility and $2.1 million in improvements to
avoid the need for the project to absorb costs associated with traffic mitigation;
and
WHEREAS, the County's Six Year Plan for Transit Improvements and
Sound Move call for partnerships to accomplish needed public transportation
improvements; and
WHEREAS, the County has been awarded $600,000 in Central Puget
Sound Transportation Account (CPSTA) Transportation Improvement Board
(TIB) grant funds for purposes of developing an Auburn transit hub, with a total
County expenditure of.$1.5 million dollars; and
WHEREAS, the County currently has a park and ride facility cornmonly
known as the 15th St. N. Park and Ride in the City of Auburn serving its present
bus system. The parties agree that County will provide bus service to the 15th
St. N. Park and Ride and to the downtown hub until sufficient parking stalls are
provided, consistent with the Environmental Assessment; and
WHEREAS, King County, the City of Auburn, and Sound Transit will
benefit by developing a coordinated multimodal transit facility in Auburn (the
"Project") to serve as a commuter rail station and King County transit hub; and
Resolution No. 3113
08/24/99
Page 3
WHEREAS, the City in cooperation with Sound Transit and King County
in anticipation of Sound Transirs passage and authorization of a multimodal
transit facility for bus and rail in Auburn, completed the Auburn Commuter Rail
Station Siting study in December 1994 (the "Site Plan") which was prepared by
Otak, Inc. ("Otak"). A downtown plan (the "Downtown Plan") study was also
undertaken by City to insure, in part, that the siting and design of the Project
are compatible with existing and proposed land use and circulation systems in
the vicinity of the Project and are consistent with regional and local planning
documents prepared pursuant to the Growth Management Act. This stu~ly was
adopted by City's council on December 19, 1994. City has also contraoted to
update and refine the site plan as a part of the Downtown Plan and has
requested Otak to perform a funding allocation analysis for the Project; and
WHEREAS, the City has adopted a resolution affirming the Site Plan and
approved the area generally described as C Street SW and A Stre{;t SW
between Main Street and 3rd Street as the location of the Project (the "Project
Site"). Pursuant to environmental review, Sound Transit has selected the
Project Site as the site of its Auburn transit facility. County has also approved
the Project Site; and
Resolution No. 3119
08/24/99
Page 4
WHEREAS, Sound Transit and City have established a Tschnical
Advisory Committee ("TAC") for City. The TAC has assisted Sound Transit in
selecting a design team, preparing the design program, and is responsible for
reviewing and approving the Project design as it is developed.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, IN A REGULAR MEETING DULY
ASSEMBLED, HEREWITH RESOLVES THAT:
Section 1. AGREEMENT. The Mayor and City Clerk of the City of
Auburn are hereby authorized to execute an Agreement with King County and
the Central Puget Sound Regional Transit Authority in the form of Exhiibit "A"
which is attached hereto and denominated Exhibit "A" and incorporated herein
by reference.
Section 2. AUTHORITY. The Mayor is hereby authorized to implement
such administrative procedures as may be necessary to carry out the directives
of this legislation.
DATED and SIGNED this 7th day of September, 1999.
Resolution No. 3113
08/24/99
Page 5
CITY OF AUBURN
CHARLES A. BOOTH
MAYOR
ATTEST:
Daskam~~~J
City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds,
City Attorney
Resolution No. 311~
08/24/99
Page 6
AGREEMENT 4P
BETWEEN
KING COUNTY,
CITY OF AUBURN
AND
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY
FOR
THE PLANNING, DESIGN AND CONSTRUCTION OF THE
AUBURN MULTIMODAL TRANSIT FACILITY
Exhibit "A" Resolution 3113
20678104
TABLE OF CONTENTS
RECITALS .........................................................................., ....................4
1. Collaborativc Project Design and Development ..........................................................3
2. Project Budget '& Financing .........................................................................................4
3. Project Schedule ..............................................................~ ............................................4
4. Project Management .....................................................................................................4
5. Contract Administration ................................................................................................4
6. Final Design and Approval ...........................................................................................5
7. Property Acquisitions and Street Vacations .................................................................5
8. Permits, Approvals and Community Relations ............................................................5
9. Ownership and Use of Facilities ..................................................................................6
10. Maintenance of Facilities .............................................................................................7
11. Cooperation Regarding Maximum Use of Grant Funds ..............................................7
12. Project Billings ..............................................................................................................7
13. Hold Harmless and Risk Management .........................................................................7
14. Insurance ......................................................................................................................8
15. Records and Audit ........................................................................................................8
16. Duration and Termination ............................................................................................8
17. Dispute Resolution .......................................................................................................8
18. Miscellaneous Provisions ................................: ............................................................9
a. Publicity .............................................................................................................9
b. Legal Relations .................................................................................................9
c. Notices ..............................................................................................................9
d. Waiver ..............................................................................................................10
e. Survival ............................................................................................................10
f. Entire Agreement .: ...........................................................................................10
g. Jurisdiction .......................................................................................................10
h. Severability .......................................................................................................10
i. Counterparts ......................................................................................................10
EXHIBIT A - PROJECT COMPONENTS .................................................. 10
EXHIBIT B - PROJECT BUDGET ........................................ : .................10
EXHIBIT C o PROJECT SCHEDULE ..................................... ' ..................10
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206783.04
AGREEMENT
BETWEEN
KING COUNTY,
CITY OF AUBURN
AND
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY
FOR
THE PLANNING, DESIGN AND CONSTRUCTION OF THE
AUBURN MULTIMODAL TRANSIT FACILITY
THIS AGREEMENT is made and entered into this ~ f~ day of
~)C/'~ {9 ~'~'7, 1999, by and between King County through its Department of
Transportation ("County"), the City of Auburn ("City") and the Central Puget Sound Regional
Transit Authority ("Sound Transit").
RECITALS
A. County adopted the Six Year Plan for Transit Development on December 11,
1995.
B. The Six Year Plan includes an appropriation for transit passenger capital
improvements, including funds for development of a transit hub in Auburn.
C. Sound Transit is a duly organized regional transit authority existing under
Chapters 81.104 and 81.112 RCW and has all powers necessary to implement a high capacity
transportation CHCT") system. On November 5, 1996, central Puget Sound .area voters
approved local funding for Sound Move, Sound Transit's ten-year regional transit plan. The plan
includes light rail, commuter rail, and a regional express bus/HOV system that will be integrated
with local transit systems and use a single or integrated, regional fare structure.
D. Sound Transit intends to begin commuter rail service between Seattle and Tacoma
in late 1999 with service to south King County and north Pierce County, including the City of
Auburn.
E. Consistent with Sound Move, Sound Transit will develop a commuter rail station
in Auburn.
F. The Environmental Assessment entitled Tacoma-to-Seattle Corntouter Rail,
prepared by Adolfson Associates, Inc., dated December 1997 calls for the constxuction of
540 parking spaces at the Auburn commuter rail station, which are required to mitigate parking
impacts that would otherwise occur to downtown Auburn when the station is fully operational.
The impact of surface parking in excess of 150 stalls for the facility has not been reviewed or
evaluated under SEPA.
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G. Sound Transit warrants that the project including the full complement of 540
parking stalls will be available within twenty-four months of the effective date of this
Agreement.
H. City has contributed $3 million in funding to support construction of the facility
and $2.1 million in improvements to adjacent streets, avoiding the need for the project to absorb
costs associated with traffic mitigation.
I. King County's Six Year Transit Development Plan and Sound Move call for
partnerships to accomplish needed public .transportation improvements.
J. County has been awarded $600,000 in Central Puget Sound Transportation
Account (CPSTA) Transportation Improvement Board (TIB) grant funds (TIB Project
Agreement for Design Proposal, May 30, 1997) for purposes of developing an Aubum transit
hub, to which the County is willing to add $900,000 of its own capital funds for a ltotal County
contribution of $1.5 million dollars.
K. County currently has a park and ride facility commonly known as the 15th St. N.
Park and Ride in the City of Auburn serving its present bus system.
L. County, City and Sound Transit will benefit by developing a coordinated
multimodal transit facility in Auburn (the "Project") to serve as a commuter rail station and King
County transit hub.
M. City in cooperation with Sound Transit and County in anticipation of Sound
Transit passage and. authorization for a multimodal transit facility for bus and rail in Auburn,
completed the Auburn Commuter Rail Station Siting study in December 1994 (the "Site Plan")
which was prepared by Otak, Inc. COtak"). A downtown plan (the "Downtown Plan") study
was also undertaken by City to insure, in part, that the siting and design of the Project are
compatible with existing and proposed land use and circulation systems in the vicinity of the
Project and are consistent with regional and local planning documents prepared pursuant to the
Growth Management Act. This study was adopted by City's council on December 19, 1994.
City has also contracted to update and refine the site plan as a part of the Downtown Plan and
has requested Otak to perform a funding allocation analysis for the Project. Both studies
included the use of a parking structure to minimize impacts on Auburn's downtown and to
further transit-oriented development in the vicinity of the facility.
N. The Parties intend that the Project will be planned, designed and constructed
using a combination of appropriated County, state and federal grant funds, City grant and local
funds, and Sound Transit funds.
O. City has adopted a resolution affirming the Site Plan and approved the area
generally described as C Street SW and A Street SW between Main Street and 3rd Street as the
location of the Project (the "Project Site"). Pursuant to environmental review, Sound Transit has
selected the Project Site as the site of its Auburn transit facility. County has also approved the
Project Site for its Auburn transit hub.
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206783.04 10/I 4/99
P. Sound Transit, the County and City have established a Technical Advisory
Committee ("TAC") to assist Sound Transit in selecting a design team, preparing the design
program, and reviewing and approving the Project design as it is developed. The TAC is
comprised of City staff, County staff, Sound Transit staff and community rand business
representatives.
Q. Sound Transit and County have entered into an umbrella Memorandum of
Understanding, dated May 5, 1998, regarding intergovernmental cooperation, which specifically
contemplates project-level agreements such as this Agreement.
R. The Parties wish to establish terms and conditions for the joint development of the
Project
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. Collaborative Project Design and Development.
1.1 Project Purpose. The purpose of the Project is to construct an integrated
facility serving local and regional transportation needs for bus and rail passengers, including any
ancillary facilities, such as transit patron parking, including limited parking for' downtown
Auburn, passenger drop-off zones, and bus, auto, bicycle, and pedestrian access facilities, a
pedestrian bridge over the railroad tracks and other facilities service the needs of transit users.
1.2 Functional Requirements of the Project. The Project, as shown in the
design drawing attached as Exhibit A, is consistent with Sound Transit's design .criteria and
functional requirements for commuter rail stations and will accommodate requirements for
County transit operations including but not limited to an exclusive transit only roadway, bus
layover areas, transit patron parking, loading space for bus passengers, including shelters with
lighting and lighted passenger waiting areas, paratransit loading areas, auto passenger drop-
off/pickup areas (kiss and ride), bicycle storage, lockers and racks, customer information areas,
and bus operators' comfort stations/restrooms. It also addresses needs related to bus
transportation such as separation between-passenger waiting/loading platforms aznd parking
access, layover staging areas, turning radius requirements, safety requirements, and bus
passenger needs.
In addition, the Phase I and II design drawing shows a multi-story parking garage with a
first floor retail component.
1.3 Project Components. The Project will include the project facility
components described on Exhibit A hereto consistent with the conceptual design contained
within that Exhibit. The Project components and conceptual design will be materially changed
only with the unanimous agreement of the parties, which agreement shall not be unreasonably
withheld.
1.4 Contract Administration. Sound Transit will be responsible for' obtaining
permits and approvals, contracting for site work and construction, and overseeing actual
development of the Project. County and City representatives will participate in the development
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206783.04 10/14/99
of the Project as members of the Project Development Team. City will design, obtain permits for
and cause the construction of certain off-site mitigation work resulting from the Project as set
forth on Exhibit A. City will also design, obtain permits for and cause construction of the retail
communal space proposed for the ground floor of the parking garage.
2. Project Budget and Financing. A table containing the anticipated budget for the
Project (the "Project Budget") is attached as Exhibit B. King County shall contribute
$1.5 million to the transit hub-related expenses of the Project. Sound Transit will contribute
(including previously incurred expenses) a total of $10.5 million (YOE). The City will
contribute a total of $5.1 million ($1.5 million of which is allocated to construction of the
pedestrian bridge, $.4 for planning, $1.1 for the retail shell and for the 45 spaces allocable to City
in the parking garage and $2.1 of which is attributed to fulfilling Sound Transit's mitigation
requirements (including previously incurred expenses)).
3. Project Schedule. County, City and Sound Transit have jointly developed a
preliminary Project schedule, consistent with Sound Transit's overall commuter r~dl schedule,
including milestones for the planning, design and construction phases of the Project. Future
versions of the schedule will include anticipated cash flows during Project development. A
preliminary project schedule is attached as Exhibit C. The Project schedule envisions phased
construction with all facilities other than the parking garage, plaza and pedestrian 13,ridge being
constructed in Phase I, and the parking garage, plaza, kiss-and-ride and pedestrian bridge being
constructed in Phase H. Building permits will be issued by the City based upon Sound Transit's
commitment to timely complete Phase I and II not later than twenty-four months from the
effective date of this Agreement. City will issue a Temporary Certificate of Occupancy of
limited duration for the Project at the end of Phase I, and both phases shall be fully completed
prior to City's issuing a final Certificate of Occupancy for the Project. Regardless of the schedule
l~or completion of Phase II, Sound Transit will complete the full bus facility prior to the
implementation of full bus service by County. The full bus facility shall consist of the bus-only
roadway and the amount of bus zone curb space as required to be operationally acceptable to
County. Subject to approval in the County Council's annual appropriations and service planning
processes, the County shall continue to operate bus service to its current Auburn park: & ride lot
at 15th Street North if it is needed to provide the total number of parking spaces indicated by the
Environmental Assessment.
4. Project Management Team. County, City, and Sound Transit will form a
development team (the "Project Development Team") comprised of a Sound Transit Designated
Representative appointed by Sound Transit, a County Designated Representative appointed by
County, a City Designated Representative appointed by City, the station design team selected by
Sound Transit, and others as appropriate. Sound Transit, County and City Designated
Representatives may be changed by the party appointing such representative upon notice to the
other parties as provided in this Agreement. The Project Development Team will coordinate
regularly with the Auburn TAC. Engineering, construction, operation, and maintenance issues
will be considered during the planning phase and may be addressed in an addendum to this
Agreement or in a subsequent agreement or agreements among the Parties.
5. Contract Administration. Sound Transit shall be responsible for the execution and
administration of any contracts necessary or useful for the planning, design, construction and
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206783.04 10/14/99
operation of the Project (excepting only those Project mitigation measures and the potential
ground floor retail in the parking garage for which City has been designated as the responsible
party (see Exhibit A). Sound Transit shall comply, and shall ensure that its contractors comply,
with (a) all applicable terms of Agreement 45-540(001)~1 between County and Washington State
Transportation Improvement Board; (b) limitations applicable to other grant funds, if any; and
(c) all federal, state and local laws, regulations, and ordinances applicable to the work and
services to be performed under this Agreement. All Sound Transit consultant and construction
contracts shall comply with applicable public works and procurement laws and regulations,
including, but not limited to, bonding, prevailing wage, nondiscrimination, retainage
requirements, insurance, and workers compensation.
6. Final Design and Approval. The parties have reviewed and approved conceptual
and final design drawings. At each of these phases, County and City representatives reviewed
and provided comments on the drawings to Sound Transit. The County and City have been
involved throughout the design process, therefore the formal review of contract drawings is
primarily to determine conformance with the Downtown Plan, the EIS for the Downtown Plan,
City of Auburn design and construction standards and for errors in the drawings, rather than an
opportunity to bring about new design concepts and requirements. The Parties shall continue to
work expeditiously to resolve any differences and remaining disputes shall be resolved pursuant
to the dispute resolution process set forth in Paragraph 17 of this Agreement. Except to the
extent otherwise provided herein, the Project shall be subject to City's normal pem~it approval
process.
7. Property Acquisitions and Street Vacations. To facilitate City's 3rd Street
improvements project and Project development:
a. Sound Transit and City will cooperate with each other in the acquisition of
portions of the Aeronautical Machinists Union property.
City will vacate or grant street use permits for certain portions of B Street and the alley between
2nd and 3rd Streets and A and B Streets, to mitigate lost parking to the Aeronautical Machinists
Property, and will vacate or provide street use permits for other streets necessary for
development of the Project; all as set forth on Exhibit D.
b. Sound Transit has arranged for the conveyance of portion of the Berg property
along C Street for the City's use in development of the Third Street Overpass and C Street Ramp
projects.
8. Permits, Approvals and Community Relations. Sound Transit shall' with respect
to its construction activities, but not those to be performed by City:
a. Be responsible for issuing the EA and obtaining all permits (including
those to be obtained from City), licenses, easements, except as provided herein, street vacations,
zoning changes, fights of way, environmental documentation and such other approvals as may be
necessary or useful to complete the Project;
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b. Pay all fees or costs associated with Project out of funds available for the
Project as set forth in the Project Budget, keep records of all such expenditures and provide
County and City with a copy of same upon request.
c. Be responsible for coordinating all necessary communiity relations
activities related to the Project, with the cooperation and participation of County and City. These
activities include, but are not limited to:
· public meetings and hearings on environmental documents, as required;
· distribution of notices and relevant materials to, and attendance at and
participation in meetings of, existing groups and organizations in Auburn neighborhoods affected
by the Project, such as neighborhood planning committees in the station areas and local
chambers of commerce;
· ongoing updates on the progress of station design, development, and
permitting, distributed to existing groups and organizations, and to community newspapers and
other media outlets; and
· Notice regarding Project milestones and opportunities for agency and
public input, in compliance with this Agreement or as required by law.
9. Ownership and Use of Facilities. Unless otherwise agreed in writing by the
Parties, all improvements for facilities on the Project Site shall become the property of Sound
Transit upon completion and final acceptance of the Project. County shall retain the non-
exclusive right in perpetuity to use designated portions of the Project improvements for its bus,
vanpool, paratransit, and other bus transit passenger purposes and Sound Transit will enter a
perpetual lease agreement with City for City's exclusive use of retail space and use of 45 spaces
as designated by Sound Transit in the parking garage. In addition, City shall have the right to
regulate traffic signals both on and off the Project. The parties intend that the parking garage be
primarily used by commuter rail and bus patrons from Monday through Friday, 6:00 a..m. to 6:00
p.m., with 45 spaces permanently available for (time-limited) use by non-commuter public. At
all other times, when spaces are not reserved for the primary use of commuter rail and bus
patrons such spaces shall be available for general public use. Sound Transit reserves 'the right to
charge a fee, with respect to all spaces in the parking garage other than spaces designated for
City use, if deemed necessary to preserve the primary use of the structure for con~nuter rail
parking or to provide additional revenue. City shall also have the right, with Sound Transit's
approval, to develop at its cost, risk and expense an additional parking garage on the property
designated as a parking lot on Exhibit A located on the west side of the Buffington Northern
tracks east of C Street, south of Main Street and north of Third/Cross Street, or on other property
provided by Sound Transit. If constructed by the City all spaces in this new parking garage shall
be used by Sound Transit in lieu of the same number of spaces located in the structured parking
garage shown on Exhibit A, which spaces shall thereafter be available for the exclusive use of
the City. Further, the parties agree that the "kiss and fide" parking stalls reserved for commuter
use during the hours of 6:00 a.m. through 9:00 a.m. and 4:00 p.m. through 7:00 p.m.., Monday
through Friday (except for national holidays) shall at all other times be available for general
public use. Sound Transit' s approval of City's proposal to construct a new parking garage shall
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206783.04 10/14/99
· be in its sole discretion and may consider factors including, but not limited to capacity, and
access to new garage and schedule for completion.
10. Maintenance of Facilities. Sound Transit shall be responsible for operating and
maintaining all of the Project facilities, except public waterlines and other public utilities, off-site
improvements and traffic signals which shall be operated and maintained by City, and except
commercial space which will be under the control of City and may be leased by City to third
parties. County and City retain the opportunity to contract with Sound Transit to provide
ongoing maintenance and operation services at costs and terms to be negotiated between the
Parties. The Parties may address issues about ongoing maintenance and operation of the Project
facilities in supplemental agreements.
11. Cooperation Regarding Maximum Use of Grant Funds. The Parties agree to use
reasonable efforts in compliance with all applicable laws and regulations to exchange grant and
other funds in such a way so as to enhance eligibility for and avoid limitations on the use of grant
funds.
12. Project Billings. The Parties shall agree on a progress billing mechanism
(schedule of draws) which reflects the timing of their respective financial contributions to the
Project. Pursuant to said draw schedule, Sound Transit shall submit invoices to County and City
for expenses incurred by Sound Transit under this Agreement. County and City reserve the right
to request copies of' invoices and supporting documents evidencing expenditures for which
Sound Transit seeks reimbursement. Consistent with the draw schedule, County and City shall
make payment within thirty (30) days after receipt of an invoice from Sound Transit unless funds
are provided through grants, in which cash payment shall be within thirty (30) days of receipt of
applicable grant funds.
13. Hold Harmless and Risk Management. To the maximum extent l~ermitted by
law, the each party shall defend, indemnify and hold harmless the other parties and all of their
officials, employees, principals, and agents from all claims, demands, suits, actions, and liability
of any kind, including injuries to persons or damages to property, which arise out of, are
connected with, or are due to any acts or omissions of the indemnifying party, its contractors,
employees, agents or representatives in performing its work, services and obligations under this
Agreement; provided, however, that if (and only if) the provisions of RCW 4.24.115 apply to the
work and services under this Agreement and any such damages and injuries to persons or
property are caused by or result from the concurrent negligence of two or more of the parties or
their respective contractors, employees, agents, or representatives, each party's obligation
hereunder applies only to the extent of the negligence of such party 'or its contractor, employees,
agents, or representatives. In the event of any claims, demands, actions, and lawsuits, the
indemnifying party shall assume all costs of defense thereof, including legal fees incuxTed by the
other parties, and of all resulting judgments that may be obtained against the other pan:ies or any
of their officers, principals, agents or employees. Each party specifically waives, as respects'
claims for defense and indemnification made by the other paxties only, any immunity it may have
under the Worker' s Compensation Act, RCW Title 51; and the parties recognize that this waiver
was the subject of mutual negotiation and specifically entered into pursuant to the provisions of
RCW 4.24.115, if applicable. In the event a party incurs lattomey's fees, costs or other legal
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expenses to enforce the provisions of this section against the other party, all such fees, costs and
expenses shall be recoverable by the prevailing party.
14. Insurance. Taking into account the scope of work and services to be performed
by contractor(s) to the Project and the amount of insurance typically required of projects of the
scope of the Project, Sound Transit shall determine whether, and in what amounls, it and its
contractors shall obtain and maintain public liability, professional liability, builders risk and any
other insurance coverage. Such insurance shall include coverage for any damages or loss
(including defense costs) on account 'of bodily. injury, property damage, and/or other damages.
All liability insurance policies shall include County and City and their respective officers,
officials, agents, and employees as additional insureds and shall contain "severability of interest"
(cross liability) wording. Sound Transit's and the contractor's insurance shall be primary to and
not contributing with any insurance or selFinsurance which may be carried by County or City.
Sound Transit shall provide builders risk insurance on improvements to the Project in an amount
equal to the replacement value of such improvements.
15. Records and Audit. During the progress of the Project and for a period of not less
than three (3) years from the date of final acceptance and completion of the Project, Sound
Transit shall keep available records and accounts pertaining to the Project for inspection and
audit by County and City representatives. Copies of the records shall be furnished to the
requesting party upon request and shall be maintained in acdordance with a work order
accounting procedure prescribed by the Division of Municipal Corporations of the State
Auditor's Office.
16. Duration and Termination. This Agreement shall take effect upon its signing by
the Parties and shall remain in effect unless terminated in accordance with this section. A Party
may terminate its participation in this Agreement without recourse prior to the entry into
construction contracts for the construction of improvements composing the Project when its
performance is rendered impossible or impractical for reasons beyond such Party's reasonable
control, including but not limited to, termination of grant funds supporting the Project or ongoing
funding by the King County Council, Sound Transit Board, or City's Council. Notice of
termination of this Agreement shall be given by the Party terminating this Agreement to the
other Party not less than thirty days prior to the effective date of termination. Expenses for items
contained in the Project Budget incurred for the Project prior to the effective date of a
termination, along with reasonable costs associated with such termination shall, to the extent
allocable to the terminating party, remain the obligation of the terminating party arid shall be
paid promptly.
17. Dispute Resolution. The Parties agree to use their best efforts to resolve disputes
and other matters arising out of the planning, design and construction of the Project or the
ongoing administration of the Project facilities. If an issue cannot be resolved by the Sound
Transit Designated Representative, the City Designated Representative and the County
Designated Representative, any Party in dispute may invoke a formal conflict resolution process.
The first step in the process is a meeting including County Manager of Service
Development and Sound Transit's Director of Commuter Rail and City's Public Work',,; Director.
If these Parties cannot resolve the issue in a timely manner, the second step in the conflict
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resolution process shall be a meeting of the County Director of Transportation, City's Mayor,
and the Sound Transit Executive Director. If these representatives cannot resolve the issue in a
timely manner, the County Executive, the Chairman of the Board of Sound Transit:, and City's
Mayor shall meet and attempt to resolve the dispute. The Parties agree to exhaust all three steps
of the dispute resolution process before seeking redress in a court of law or other tribunal.
18. Miscellaneous Provisions.
a. Publicity. All news releases and public reports issued by Sound Transit,
County or City describing any activity on the Project involving the Parties shall include a
reference to the other Parties. Other than general Project descriptions, notices of public
meetings, and similar documents, no Party should release any information about the Project to
the news media or to the public without the prior consent of the others.
b. Legal Relations. It is understood and agreed that this Agreement is solely
for the benefit of Sound Transit, County, and City and gives no right to any other entity or
person. No joint venture or partnership is formed as a result of this Agreement. No employees
or agents of Sound Transit or any of its contractors, subcontractors, consultants or employees
shall be deemed; or represent themselves to be, employees of or under contract to County or
City. Sound Transit shall comply, and shall ensure that its contractors comply, with all federal, state
and local laws, regulations, and ordinances applicable to the work and services to be, performed
under this Agreement.
c. Notices. All notices, requests, demands and other communications under
this Agreement shall be in writing, and shall be personally delivered or sent by registered or
certified mail; postage prepaid, retum receipt requested, or by telegram, rate paid, confirmation
requested to the addresses set forth below:
COUNTY:
King County Department of Transportation
201 S. Jackson St., MS-KSC-0413
Seattle, WA 98104-3856
Attn: David Feltman (206) 263-3723
Fax: (206) 684-1860
e-mail: David. Feltman@metrokc.gov
Sound Transit:
Central Puget Sound Regional Transit Authority
401 South Jackson Street
Se.attle, WA 98104
Attn: Vat Batey (206) 389-5117
Fax: (206) 398-5216
e-mail: bateyv@soundtransit.org
9
206783.04 10/14/99
CITY:
City of Auburn
Public Works Department
25 West Main
Auburn, WA 98001-4998
Attn: L. Jack Locke, P.E. (253) 931o3010
Fax: (253)931-3053
e-mail: jlocke@ci.auburn.wa.us
Any party may change its address for purposes of this Section by giving the other parties written
notice of the new address in the manner set forth above. All such notices shall be effective upon
receipt or first attempted delivery.
d. Waiver: Neither payment by County or City nor performance by Sound
Transit shall be construed as a waiver of the other Party's rights or remedies against the other.
Failure by any Party at any time to require full and timely performance of any provision of this
Agreement shall not waive or reduce the Party's fight to insist upon complete and timely
performance of such provisions thereafter.
e. Survival. The provisions of paragraphs 9, 10, 13, 14, 15, and 18 shall
survive a termination of this Agreement.
f. Entire Agreement. This document contains all terms, conditions and
provisions agreed upon by the Parties hereto and shall not be modified except by written
amendment.
g. Jurisdiction. This Agreement shall be construed and interpreted in
accordance with the laws of the State of Washington. The Superior Court for King County,
Washington, shall have exclusive jurisdiction and venue over any legal action arising: under this
Agreement.
h. Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of final jurisdiction, the remainder of this Agreement shall not be
affected thereby if such remainder would then continue to serve the purposes and objectives
originally contemplated.
i. Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
10
206783AM 10/14/99
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement this ~L(_~; day of
C?C-~c~C1999.CENTRAL PUGET SOUND REGIONAL
TRANSIT AUTHORITY
By: /,~/f~,,t~~__~
Its:
Approved as to Form:
KING CO EPARTMENT OF
Its:
CITY OF AUBURN
Its: ]D '/g'
11
206783.04 10/14/99