8a Sound Transit Property Acquisition MOU
MEMORANDUM OF AGREEMENT
for
SOUTH LINK PROJECT
between
PORT OF SEATTLE
and
SOUND TRANSIT
AUGUST 15, 2012
TABLE OF CONTENTS
Section Pages
1. DEFINITIONS .....coiiiitiiereitniceteetnieseeestsestessssestssesassesaetesseseseseersssessssessesessssessssosennas 1-3
2. PURPOSE... tte stste nesests sasse neste ste ssss ese ses sess se sete assess sre snsserase 2-6
3. COOPERATION AND GOOD FAITH EFFORTS.
.......cccooeeriererereerereeeeesesesvevesenene 3-7
4. PROJECT DESCRIPTION
......coeiiiiiieniernnieninrenrsnnnresessessesessssesessessssessssessssessssessssssesens 4-7
5. SEPA/NEPA AND ESA COMPLIANCE
........ccotiiererecetrinreresresesesssesesessnssesensssens 5-7
6. ESSENTIAL PUBLIC FACILITY REQUIREMENTS.........cccooeiirrrrieeerreenreeereeenerenens 6-8
7. DESIGN, CONSTRUCTION AND PROJECT MANAGEMENT .........ccceuveevreererennnnas 7-8
8. SURFACE WATER MANAGEMENT
......ccoooenriirininreeirienineessessnsesesssssesesessssans 8-14
9. ENVIRONMENTAL MANAGEMENT........cocovriiirtntnreiiersiereeset ssanesesesene 9-16
10. PERMITS & APPROVALS
.....c.ooueeeetreetrceiseserernseeesssaesesssenesesenses ene 10-17
11. REAL PROPERTY OWNED BY THE PORT OF SEATTLE..........cceceruruerrvererenenen 11-17
12. REAL PROPERTY OWNED BY SOUND TRANSIT
......ccceererererrrerrrenrerenererenens 12-18
13. REAL PROPERTY IN PRIVATE OWNERSHIP
..........oooeieiereeeeerecreeeeereeveenennas 13-18
14. PUBLIC OUTREACH, PUBLIC DISCLOSURE AND RECORDS
...........ccceevuene... 14-19
15. USE RESTRICTED
........cciviiitiiinicnenintetenieentssertssstessatasssssssssessssssessesensesessesennene 15-19
16. FINANCIAL ELEMENTS
......ooiitirirertnetrieeteestssesteessessssesessenesenesessssesessesnans 16-19
17. GENERAL INDEMNIFICATION.
.......ccceotnitrinreirentsenrsenteesseseressesssessesesessesessane 17-22
18. INSURANCE .......coiiiiiittetettnctniecereterectastseetstesaasnasasesssessn nase aeseen sens 18-23
19. LIENScottercscsteessassessesasatsessensesesssasanssessasessnsesnenennasenssenen 19-24
20. COVENANTS AND WARRANTIES ......cccciieiieintetnreenrsneresreneeessae essesnse eens 20-24
21. RECORDINGS, TAXES AND OTHER CHARGES .........ccccoceereerrerreeereeneeseerenens 21-25
22. ASSIGNABILITY, BENEFICIARY ...ccoceiitrirrinenirieinienrenesneesesssssessssesssesessesenns 22-25
23. DESIGNATED REPRESENTATIVES
.....cccooitrtrirerrrnenrnenieerisssesnssesesesesesesens 23-26
Memorandum of Agreement i
24. NOTICE.
....ouuiiiiiiircniniiieentcecnacsetsisietstststsssssssssassssss esetsasseenssesesssssssosasasssnnns 24-28
25. DISPUTE RESOLUTION
.......ooctietrtnrrieirteeitenereteeeeseresesesesestssssasstssesttsneseeseessenenens 25-28
26. DEFAULT
....cutotetrietetenettetereretesetesesso sessese sssssssssssenses tessa sestesesessesnessesensesseeseens 26-29
27. REMEDIES; ENFORCEMENT.......ccceiitetiirteieecereeteeteeieiesessesesssessesesessessesessssanns 27-29
28. TERM; TERMINATION .....coortrirreieereeeeeererrresestescessesssessestesesseseessenesesessaseessenn 28-30
29. GENERAL PROVISIONS
.......cotrtreererrereeerereeeenesesesistsssssesssesessseseesenssesassssssnsasanns 29-30
30. SEVERABILITY
...ottitrticirierinntnietenesteesseseseesesesesesesssssssssssssesesssssessessesensssessssasns 30-31
List of Exhibits
Exhibit “A” Contract Package DESCTIPLON
.......ccceeveveneeierererereenreeeesesceseeeeesteseseseeeesesseseeesesssens A-1
Exhibit “B” Contract package DIAGIAIM
............ceeveeereeeiieririeeieteseesscsseeesesseeesessessssssssssesssesssssens B
Advanced Utility Relocation Contract No. 1 Diagram............ccceeeeeueevvereecevreeeveeenenens B1-B2
South Link Contract NO. 2 DIa@Ial........ceceeererereerermrerrinieriesseseeseneesessesessessseesssnsssenns B3-B6
Exhibit “C” Project Schedules
Advanced Utility Relocation Schedule...........cceoeueeeunrereeenneeeerereeereeeeeeceeeereseeens C1-C2
South Link Master Schedule..........c.cvoveiereeieieereereereeeeereceeeeeeetcesseseee C3-C5
Exhibit “D” Agency Organizational Chart
.............c.ceeeuereuruieeeuiuinicieiesieesereseeeeeeseseeesssssssessesssasns
Exhibit “E” Delta Utility Relocation Mitigation
.............c.eueeeeeeeueriuenceieeeeiieieeeseeneereseeseeeesessessseanas
Relocation Cost CalCULALION
.......ccccruiuererrrrereriereieeierereseesiereseseseeeseessseessesesessenenessaeanns El
ULIIEY LOCAHON....c.cveuieerinteieietrerirertsesieiereteseeecreaseseres nessesbestssessesessenteseesesessessssens E2
Exhibit “F” Easement Payment Methodology
Sound Transit ACQUISITIONS.
.......cveueruererrerereeteeieieieseeseeeeesetetereeseseseeseessesesseestesesensens F1
Port of Seattle ACQUISITION. ....c.cc.eeveririeerinreieriereeeieteereeer
erecta esos nene F2
Exhibit “G” Parcel Purchases
Sound Transit’s Permanent and Temporary Construction Easements
....................... G1-G6
Port of Seattle Parcel Purchase from Sound Transit.............ceeeveueeeeeeeerineererecneeenenG7-G8
Sound Transit’s Parcel Purchase and Delta Cost to Cure for Port of Seattle
...........G9-G16
Exhibit “H” Port Access
Exhibit “I” FTA Requirements
Memorandum ofAgreement ii
MEMORANDUM OF AGREEMENT
This Memorandum ofAgreement (“Agreement”) is between the PORT OF SEATTLE, a
Washington Municipal Corporation (“Port”), and the CENTRAL PUGET SOUND REGIONAL
TRANSIT AUTHORITY (“Sound Transit”), a Washington regional transit authority,on-May
5 202
RECITALS
A. The Port is a Washington Municipal Corporation, incorporated under the laws of the
State of Washington, with authority under chapter 53.04 RCW to enter into development
and right-of-way agreements for the development of rail and air transfer facilities.
B. Sound Transit is a regional transit authority created in accordance with chapters 81.104
and 81.112 RCW, and with all powers necessary to implement a high capacity transit
system within its boundaries in King, Pierce, and Snohomish Counties, including the
right to construct and maintain facilities in public rights of way without a franchise.
(RCW 81.112.100 and RCW 35.58.030).
C. On November 5, 1996, central Puget Sound area voters approved local funding for Sound
Move, the ten-year regional transit system plan. Sound Move includes three new types of
regional transportation; light rail, commuter rail, and a regional express bus/HOV system,
which will be integrated with local transit systems and use a single or integrated regional
fare structure.
D. On November 4, 2008, voters of the Central Puget Sound region approved the Sound
Transit 2 ballot measure (“ST2”) to provide an alternative to rising
gas prices and
greenhouse gas emissions. The ST2 plan adds regional express bus and commuter rail
service while building 36 additional miles of light rail to form a 55-mile regional system.
The ST2 plan will extend Link light rail to the South 200" Street station and beyond,
eventually making the South 200" Street station an inline station rather than the southern
terminus of Link light rail. The ST2 plan contemplates a light rail extension from Sea-
Tac International Airport to the Redondo/Star Lake area near Federal Way, with three
planned new stations at South 200th Street, the vicinity of Highline Community College,
and Redondo/Star Lake.
E. On September 9, 2010, the Sound Transit Board of Directors directed staff to study the
feasibility of accelerating the start of light rail service at the South 200th Street Station by
up to five years earlier than scheduled in the ST2 program. Upon completion ofthe
feasibility study by staff, the Sound Transit Board adopted Resolution R2011-09 on July
28, 2011 to establish the baseline scope, schedule, and budget for extending light rail to
South 200% Street (the “South Link Project”). The baseline schedule authorized by the
Sound Transit Board relies on a design/build project delivery (“Design/Build”) method to
open light rail service by September 2016.
F. The Port owns and operates the Central Puget Sound region’s primary international
airport, which contains real property and other infrastructure improvements where Sound
Transit proposes to locate portions of its facilities.
As described in this Agreement, the Port will convey to Sound Transit all necessary
easements over, on, across and through Port real property to allow Sound Transit to
construct, operate, and maintain its facilities within a “Light Rail Transit Way” as defined
in this Agreement.
Sound Transit has adopted real property acquisition and relocation procedures and
guidelines that comply with the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970 (PL 91-646, 84 Stat. 1894), as amended by the Uniform
Relocation Act Amendments of 1987 (PL 100-17, 101 Stat. 246-256) and as implemented
by the United States Department of Transportation (49 CFR 24), all of which establish a
uniform policy for the expedient and consistent treatment of owners subjected to land
acquisition practices and provide for the fair and equitable treatment of persons displaced
as a result of public works programs or projects of a local public body (hereinafter the
“Federal Regulations”).
The U.S. Department of Transportation Federal Transit Administration (“FTA”) and
Sound Transit completed an Environmental Impact Statement for the entire Central Link
Light Rail Project in November 1999. On November 18, 1999, the Sound Transit Board
of Directors approved the alignment for construction of the Central Link Light Rail
System from 200™ Street south of the Airport to Northgate in Seattle. (ST Board
Resolution R99-34.) The Tukwila Freeway Route Final Supplemental EIS was issued
November 16, 2001 (“Tukwila SEIS”) and Sound Transit also issued a SEPA Addendum
for the Initial Segment on November 16, 2001. On November 29, 2001, the Sound
Transit Board adopted the Initial Segment from downtown Seattle to the Tukwila
International Boulevard Station. (ST Board Resolution R2001-16.) An Environmental
Assessment for the Initial Segment was issued on February 5, 2002. The FTA issued an
Amended Record of Decision (“ROD”) on May 8, 2002. The ROD states the FTA’s
decision, identifies the alternatives considered by the FTA in making its decision, and
concludes that the federal environmental process is complete for the Initial Segment of
Central Link Light Rail Transit project. On May 26, 2005, the Airport Link
Environmental Assessment/SEPA Addendum was issued, providing additional
information for the Project from South 154™ Street in the City of Tukwila to the Seattle-
Tacoma International Airport and to South 200" Street in the City of SeaTac. On
July 14, 2005, the Sound Transit Board selected the Airport Link Project alignment and
stations. (ST Board Resolution R2005-16.) On September 13, 2005, FTA issued a ROD
for the Project. On June 30, 2005, the Port of Seattle issued a SEPA Determination of
Non-Significance for the South 160" Street Loop Ramp project.
In 2011, Sound Transit issued a SEPA Addendum to the Environmental Assessment
referenced above. This Addendum analyzed changes in impacts that have been identified
in the 2011 design refinements when compared to the 2005 Environmental Assessment.
All ofthe impacts are of similar magnitude to the impacts identified in the 2005
Environmental Assessment and none would result in substantially different conclusions
with regard to the significance of the impacts. No new probable significant adverse
environmental impacts would likely result from the 2011 Design Refinements.
Both the Port and Sound Transit recognize the importance of extending a light rail
connection from the Airport to South 200th and agree to work in a collaborative effort to
facilitate delivery of the South Link project by the end of September 2016.
L. Sound Transit acknowledges that third parties will be providing limited funding for the
projects described in this Agreement.
NOW THEREFORE, in consideration of mutual promises and covenants herein
contained, the parties hereto agree to the terms and conditions as follows:
1. Definitions
For purposes of this Agreement, the following terms, phrases, words, and their
derivations shall have the meaning given herein where capitalized; words not defined
herein shall have their ordinary and common meaning. When not inconsistent with the
context, words used in the present tense include the future, words in the plural number
include the singular number, words in the singular number include the plural number, and
the use of any gender shall be applicable to all genders whenever the sense requires. The
words “shall” and “will” are mandatory and the word “may” is permissive. References to
governmental entities (whether persons or entities) refer to those entities or their
successors in authority. If specific provisions of law referred to herein are renumbered,
then the reference shall be read to refer to the renumbered provision. References to laws,
ordinances or regulations shall be interpreted broadly to cover government actions,
however nominated, and shall include laws, ordinances and regulations now in force or
hereinafter enacted or amended.
1.1 Agreement. “Agreement” means this Memorandum ofAgreement approved by
appropriate action of the Port and of Sound Transit.
1.2 Airport. “Airport” means the Seattle Tacoma International Airport owned and
operated by the Port and located at 1500 S 184th Street, in the City of SeaTac,
Washington, legally described as King County Tax Parcel Number 282304-9016.
1.3 Burdened Labor Rate. “Burdened Labor Rate” means (i) for Port and Sound
Transit employees, the employee hourly rate, including fringe benefit burdens and
an allocation of agency overhead, where agency overhead will be allocated in a
manner that is consistent with each agency’s overhead allocation methodology
used to value internally constructed projects as presented within their annual
audited financial statements; or (ii) for consultants, the actual hourly rate charged
under the consultant’s agreement with the party and an allocation of departmental
overhead for the specific Port department managing the consultant’s agreement.
Other than changes in costs or underlying factors used to allocate costs (i.e.
increase in number of full time equivalents), either party is required to notify the
other party in the event of a change in their overhead allocation methodology used
in calculating the burdened labor rate. Such notification shall occur sufficiently in
advance to allow time for the other party to evaluate and/or dispute the impact of
such change.
1.4 Direct Construction Costs. “Direct Construction Costs” will generally be
measured by the out-of-pocket amounts paid directly to the contractor(s)
performing the project work and will consist of the base bid amount and any
change orders (including those resulting from contractor claims) to those base bid
amounts. For self constructed portions of the Project, Direct Construction Costs
will include: (i) the cost of labor physically performing the construction work
including contractor allowed mark-ups, (ii) the cost of first-tier supervision of the
Project work, (iii) the cost of construction management and oversight by
managers; (iv) the cost of materials consumed in the construction of the Project,
and (v) the cost of such equipment (other than small tools) used in the performing
the Project work, determined, if leased, by actual invoice or, if owned, by
reference to a recognized estimating manual such as RS Means.
1.5 Discretionary Change. “Discretionary Change” means any change to the Project
that is avoidable and not required for completion of the Project, but rather is
proposed by either party to improve or modify the Project. Each party will pay
for Discretionary Changes made at its request.
1.6 Emergency. “Emergency” means, except as otherwise provided, a sudden,
unexpected occurrence or set of circumstances demanding immediate action.
1.7 Environmental Authority. “Environmental Authority” means any governmental
entity with jurisdiction to enforce an Environmental Law.
1.8 Environmental Documents. “Environmental Documents” means the documents
prepared under the State Environmental Policy Act (SEPA), the National
Environmental Policy Act (NEPA) and the Endangered Species Act (ESA) for the
Project.
1.9 Environmental Law. “Environmental Law” means any environmentally-related
local, state or federal law, regulation, ordinance or order which is now or hereafter
in effect.
1.10 ESA. “ESA” means Endangered Species Act enacted by the federal government
in 1973, as amended.
1.11 Final Right-of-Way Plans. “Final Right-of-Way Plans” means approved prints all
stamped by a Professional Engineer or Professional Land Surveyor licensed in the
State of Washington showing the proposed limits of the Light Rail Transit Way
and legal descriptions mathematically tied to existing monumentation and
easement areas.
1.12 Hazardous Substance. “Hazardous Substance” means any substance or material
defined or designated as a hazardous waste, toxic substance, or other pollutant or
contaminant, by any Environmental Law.
1.13 Issued for Construction Submittal. “Issued for Construction Submittal” means a
design submittal that has incorporated corrections that were required based upon
review of the 100% Design, a building permit, or other submittal that is
sufficiently complete for project approval, and upon which Sound Transit’s
design/build contractor will rely in constructing the Project, including but not
limited to a complete set of constructions plans, drawings, specifications, the draft
construction schedule, and the traffic plan.
1.14 Light Rail Transit Facility. “Light Rail Transit Facility” means a structure, rail
track, equipment, maintenance base or other improvement related to a Light Rail
Transit System, including but not limited to ventilation structures, traction power
substation, Light Rail Transit Station, crossover track system, utilities and related
passenger amenities, bus layover and inter-modal passenger transfer facilities,
kiss-and-ride lot, and transit station access facilities and parking structure.
1.15 Light Rail Transit System. “Light Rail Transit System” means a public rail transit
line that operates at grade level or above or below grade level. A Light Rail
Transit System may be designed to share a street right-of-way although it may
also use a separate right-of-way.
1.16 Light Rail Transit Way. “Light Rail Transit Way” means the area in which Sound
Transit constructs, operates, maintains, and owns a Light Rail Transit System in
accordance with the terms and conditions of this Agreement, the general location
on port property of which is described and depicted on Exhibit “B.”
1.17 NEPA. “NEPA” means National Environmental Policy Act enacted by the
federal government in 1969, as amended.
1.18 Non-Discretionary Change. “Non-Discretionary Change” means any change to
the Project that is unavoidable and required to complete the Project as designed.
1.19 Project. “Project” means the South Link Project from 176th St to 200th St as
depicted and defined in Exhibits A and B and also defined as Contract #1 and
Contract #2 respectively.
1.20 Reimbursable Soft Cost. “Reimbursable Soft Costs” mean and include, but are
not limited to all expended amounts on a project for employees and consultants
under agreement for all efforts associated with every aspect of the Project.
Reimbursable Soft Costs include, but are not limited to: for (i) architectural
engineers, designers, or other project professional services; (ii) project
management and project managers; (iii) construction management, maintenance
workers, construction managers, resident engineers, inspectors, safety inspectors,
special inspectors, laboratory sampling and analysis for site investigations,
environmental support, surveyors, their crews and equipment including allocation
of equipment charges, operations, construction coordinators, police officers, fire
fighters, trailer mobilization and demobilization; (iv) administration,
administrative specialists, real estate administrative costs, and other persons
performing reprographics and document control; (v) insurance, (vi) overhead,
(vii) any owned/rented facilities, supplies, tools, office equipment, furniture,
communications, utilities, advertisement, postage/currier, janitorial, and
equipment.
1.21 SeaTac/Airport Station. “SeaTac/Airport Station” or “Station” means the Light
Rail Transit Facility located at the northeast corner of the parking garage on the
west side of International Boulevard, just north of 176th Avenue South.
1.22 South 200th Street Station. “South 200th Street Station” or “Station”, means the
Light Rail Transit facility located on the east side of the intersection of South
200th St and 28th Ave S. as depicted in the 30% Design dated March 10, 2011.
1.23 SEPA. “SEPA” means the State Environmental Policy Act, chapter 43.21C
RCW.
1.24 South Access. “South Access” means expansion of the airport
expressway/roadway system to the planned extension of SR 509, as depicted in
the 15% Design dated August 15, 2011. The project is anticipated to consist of:
(1) a two-lane roadway with shoulders between the airport terminal and SR 509
that will cross South 188th Street on an aerial structure with a multi-lane surface-
level intersection at South 188th Street; (ii) a non-motorized connection from
South 188th Street to the airport terminal; and(iii) possible reconfiguration of
terminal ramps, the possible closure of the South 182nd Street entrance and
driveway, and emergency and other access road connections.
1.25 South Link Project. “South Link Project” means the extension ofthe Light Rail
Transit System from the Airport to approximately S. 200th Street as described and
depicted in greater detail in Exhibit “A“, attached and incorporated herein, and as
approved by the City of SeaTac, and also defined as Contract #2. The South Link
project will include an elevated light rail guideway continuing south
approximately 1.6 miles trom the existing Sealac/Airport Station, crossing
existing and planned airport roads and infrastructure before continuing south
along the east side of 28th Avenue South.
1.26 Relocation of Port Utilities Project. “Relocation of Port Utilities Project” means
the Port designs and relocates Port owned utilities within the proposed South Link
Light Rail Transit Way as depicted on Exhibit B, the Preliminary and Final
Design Agreements and also defined as Contract #1.
Purpose
The purpose of this Agreement is to make it possible for Sound Transit to extend the
Light Rail Transit System from the Airport to South 200th Street as described below:
2.1 Confirm the intent of the Port and Sound Transit to work collaboratively to allow
Sound Transit to design, construct, and operate the Light Rail Transit System
from the Airport prior to the end of year 2016.
22 Provide for Sound Transit’s use of real property owned by the Port for the
construction and operation of Light Rail Transit Facilities.
23 Establish funding, and reimbursement (net) responsibilities, schedule
requirements, and environmental review in connection with the Project.
24 Establish program management objectives and management protocols to govern
the coordination between the parties during the project development, design,
permitting, construction, construction management, inspection, and testing of the
Light Rail Transit System operations.
2.5 Establish liability responsibilities during construction and operation including
responsibilities for environmental contamination by the Project on Port property.
2.6 Establish insurance responsibilities during and after completion of construction of
the Project on Port property.
Cooperation and Good Faith Efforts
3.1 The process described in this Agreement depends upon timely and open
communication and cooperation between the parties. In this regard,
communication of issues, changes, or problems that arise in the acquisitions, in
identifying the parcels or property rights to be transferred, or 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 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 shall provide necessary resources and 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.
3.3 The Port and Sound Transit shall be responsible for the quality, technical
accuracy, timeliness and coordination of all work product and services performed
by such party, its employees and consultants pursuant to this Agreement. All
work product and services performed under this Agreement (specifically
including design, construction management and contract administration) shall be
performed in accordance with the professional or industry standards of care
applicable to such work product and/or services, and in any event in no less than a
commercially reasonable manner.
34 The Port and Sound Transit will cooperate in securing grants or other funding for
the successful completion of the Project; provided, however, that neither party use
such grants or other funding obtained after execution of this agreement as a
source of funds for reimbursement to the other without its prior written consent.
Project Description
The Project is comprised of the contract packages described in and depicted on Exhibits
“A” and “B”.
SEPA/NEPA and ESA Compliance
5.1 Sound Transit is lead agency for purposes of compliance with the State
Environmental Policy Act, chapter 43.21C RCW (“SEPA”), regarding the Project.
5.2 The Project has been subject to procedural and substantive SEPA review through
preparation and issuance ofthe following environmental documents, which taken
together comprise the “South Link Project Environmental Documents”:
5.2.1 Central Link Light Rail Transit Project Final EIS (November 1999);
5.2.2 Addendum to the Final EIS for the Initial Segment (November 16, 2001);
5.2.3 Tukwila Freeway Route Final Supplemental EIS (November 2001);
5.2.4 Initial Segment Environmental Assessment (February 2002);
5.2.5 Addendum to the TFR FSEIS ( August 2004);
5.2.6 Environmental Assessment and Addendum ( May 26, 2005);
5.2.7 SEPA Determination ofNon-Significance for the South 160% Street Loop
Ramp project. (June 30, 2005);
5.2.8 Record of Decision (September 13, 2005); and
5.2.9 SEPA Addendum to the Environmental Assessment (July 5, 2011).
53 The Parties agree that pursuant to WAC 197-11-600, the South Link project
Environmental Documents will be used by the Port unchanged for its review and
decisions on permit applications related to the South Link project, unless (i) the
applicant makes changes to the South Link project that are likely to have
significant adverse environmental impacts not previously analyzed or (ii) new
information is discovered regarding the Project that indicates a probable
significant adverse impact not previously analyzed.
Essential Public Facility Requirements
The parties agree that the requirements ofRCW 36.70A.200 regarding the siting and
mitigation for essential public facilities are applicable to the Light Rail Transit Facilities
referenced in this Agreement.
Design, Construction and Project Management
7.1 Contract #1- Relocation of Port Utilities Project
7.1.1 Design. Under separate agreements executed between the Parties, the Port
is responsible for completion of the final design of the work included in
Contract #1 as depicted in Exhibit “B1”.
7.1.2 Design Changes During Construction. The Port shall not make any
modifications to the design of the work included in Contract #1 without
Sound Transit’s prior written approval as described in Change Order
section 7.1.4.1.
7.1.3 Award of Contract. Prior to the Port issuing the Notice of Intent to Award
Contract #1, Sound Transit shall provide its approval in writing, within
two days prior to the award of Contract #1 by the Port.
7.1.4 Management of Construction. The Port shall provide all necessary project
and construction management ofthe work included in Contract #1,
including but not limited to, design support during bidding and
construction, reviewing bids and awarding the construction contract,
coordination with non-Port utilities and other third parties, coordination
with other Port contractors, environmental and permit compliance,
preparation of record drawings, contract closeout, processing of claims,
and other project and construction management responsibilities as needed
to deliver the scope ofwork described in Exhibit “A”.
7.1.4.1 Change Orders. Sound Transit shall approve all lump sum forward-
priced change orders to Contract #1 in writing prior to issuance to
the contractor. The Port shall issue the appropriate change order
documents to the contractor promptly. For situations in which
direction for a change must be given promptly, the Port shall issue
an expedited or not-to-exceed change order to the contractor with a
notification to Sound Transit. Sound Transit will then approve the
reconciliation change order prior to issuance to the contractor for
the final reconciled costs. If disputes arise regarding responsibility
for costs and work both Parties agree to resolve the dispute in a
manner that does not impede construction progress in accordance
with Section 25.
7.1.4.2 Project Labor Agreement. The Port shall specifically evaluate and
make a determination of whether a PLA will be necessary for
Contract #1 and notify Sound Transit of that decision. If the Port
determines a PLA will be necessary for Contract #1, the Port shall
negotiate a specific Project Labor Agreements (PLA) to
incorporate into the contract requirements for Contract #1.
7.1.5 Federal Transit Administration (FTA) Requirements
7.1.5.1 Applicability of Federal Grant Contract
a. This procurement may be subject to one or more financial
assistance contracts between Sound Transit and the U.S.
Department of Transportation, which incorporate the current
FTA Master Agreement and Circular 4220.1F as amended.
U.S. Department of Transportation's level of financial
assistance may be between zero and 80 percent (0-80%).
The Port is required to comply with all terms and conditions
prescribed for third party contracts in this Agreement.
b. Federal laws, regulations, policies, and administrative
practices may be modified or codified after the date this
Agreement is established and may apply to this Agreement.
To assure compliance with changing federal requirements,
the Port agrees to accept all changed requirements that apply
to this Agreement.
7.1.5.2 Incorporation of Federal Transit Administration (FTA) Terms. All
contractual provisions required by DOT, as set forth in FTA
Circular 4220.1F as amended and the Master Grant agreement, are
hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to
control in the event of a conflict with other provisions contained in
this solicitation. The Port shall not perform any act, fail to perform
any act, or refuse to comply with any Sound Transit request that
would cause Sound Transit to be in violation of the FTA terms and
conditions.
7.1.5.3 Federal Funding Limitation. The Port understands that funds to
pay for the Port’s performance under this Agreement are
anticipated to be made available from the United States
Department of Transportation through the Federal Transit
Administration (FTA). Sound Transit's obligation hereunder is
payable from funds that are appropriated and allocated by FTA for
the performance of this Agreement. If funds are not allocated, or
ultimately are disapproved by FTA, Sound Transit may terminate
or suspend Port’s services without penalty. Sound Transit will
notify the Port promptly in writing of the non-allocation, delay, or
disapproval of funding.
7.1.5.4 FTA Requirements. The Port shall also comply with the FTA
requirements included in Exhibit I
7.2 Contract #2 - South Link Project
7.2.1 Design/Build Delivery. Sound Transit intends to utilize a design/build
delivery method for Contract #2, which includes the Project elements
described in Exhibit “A”. The Port and Sound Transit shall work
collaboratively to develop terms, project requirements, restrictions,
limitations and criteria to be included in the Contract #2 design/build RFP
contract documents for elements of this contract package that affect Port
operations, facilities and tenants, for construction on Port property or use
of Port property leased to Sound Transit. Sound Transit shall administer
and be responsible for construction management of the work included in
Contract #2.
7.2.2 Design Standards. The design work to be performed by Sound Transit’s
design/build contractor under Contract #2 shall be prepared in accordance
with all applicable federal, state and local standards, regulations and
codes. Sound Transit will require its design/build contractor to comply
with the Port’s Requirements for Airport Construction (RAC) which
contains all standard operating procedures, protocols and policies required
by the Port for work on Port property, as applicable to the work included
in Contract #2.
723 Design Reviews. The design work in Contract #2 prepared by Sound
Transit’s design/build contractor will be submitted to Sound Transit in a
series of design submittals. Sound Transit will distribute design
submittals relating to Port property and the Port shall provide consolidated
comments for each design submittal in the time period provided below:
(a) 50% Design Submittal — 21 days
(b) 100% Design Submittal — 21 days
(©) Issued for Construction Submittal — 10 days
In addition to the above described formal review of each design submittal,
the Parties contemplate that the design/build contractor, Sound Transit,
and the Port’s reviewers will meet weekly for “over the shoulder” reviews
ofthe design progress. This ongoing, collaborative “over the shoulder”
review is intended to keep the Port’s reviewers apprised of the latest
developments in the design, seek informal feedback from the Port on
aspects of the design as design is progressing, and to determine whether
previously identified corrections are being adequately addressed prior to
the next formal design submittal or Issued for Construction Submittal. To
the extent that disputes arise about how a design correction should be
resolved regarding Port property or facilities, or whether a design
correction is appropriate, the Parties shall use the dispute resolution
process outlined in Section 25 “Dispute Resolution” of this agreement.
72.4 Coordination with South Access Roadway Design. Sound Transit shall
require their design/build contractor to coordinate all Contract #2 design
submittals with the Port’s preliminary South Access roadway design
through appropriate conditions to be included in the Contract #2 contract
documents including the reviews of contractor proposal concepts, final
design submittals and Issued for Construction submittals. The intent of
these conditions is to provide restrictions/guidance for design and
construction of the Project to avoid, to the extent possible, impacts to Port
facilities, projects, and operations. All design submittals involving
facilities on Port property shall utilize Sound Transit’s project datum as
the primary elevation datum and will include conversions to the Port
survey datum in parentheses for all vertical information portrayed therein.
7.2.5 Fire and Life Safety. Sound Transit's Contract #2 design will comply with
the International Building Code (as adopted by the State of Washington
and amended by the City of SeaTac), as well as the National Fire
Protection Association code NFPA 130 (regarding fixed guideway transit
systems). In accordance with the above, the Port will not require Sound
Transit to design or construct emergency access to the aerial guideway on
Port property, or provide emergency lighting systems for that guideway,
other than the "Cyclops" light and running lights on the exterior, and the
cabin lights on the interior of the light rail vehicles.
7.2.6 Security. Sound Transit shall meet all design requirements related to
security that are identified in the Memorandum of Understanding between
City of SeaTac, Port of Seattle, and Sound Transit for Police and Security
Services at Sound Transit Facilities within the City of SeaTac Located on
Port of Seattle or Sound Transit Property dated December 19, 2011.
7.2.7 Utilities. Sound Transit and its design/build contractor shall be
responsible for coordinating the design of the South Link Project with
private utility companies operating on Port property that have to relocate
their utilities associated with Contract #2.
7.2.7.1 Olympic Pipeline. Sound Transit and their design/build contractor
shall jointly and directly be responsible for coordinating the
preliminary design, final design and construction work in the
vicinity of the Olympic pipeline, which supplies critical jet fuel to
the SeaTac Airport’s tank farm, a facility with limited storage
capacity. Sound Transit shall avoid impacting the pipeline and
shall protect the pipeline to allow uninterrupted operations due to
construction. The Port will coordinate with and assist Sound
Transit to the extent possible, but will not be responsible for any
issues specific to the preliminary design, design and construction
work in the vicinity of the pipeline, including specific field
location and elevation, design information, condition of the
pipeline, easements and lack of responsiveness by Olympic and its
operator. Sound Transit and their design/build contractor shall
closely coordinate and communicate with the Port’s operator ofthe
tank farm and the Port’s Fire Department months prior to, during
and months after the construction work in the vicinity of the
pipeline.
7.2.7.2 Airport Operations. Sound Transit agrees that maintaining Airport
operations is critical during the construction of the Project and will
collaboratively conduct constructability reviews with the Port and
the design/build contractor to design temporary measures as
necessary to maintain airport related traffic and safety to the
traveling public. Sound Transit will manage the construction of
Contract #2 and will communicate with Port staff to safeguard the
public, tenants and the operation of facilities located on Port
property. Existing facilities that require continuous access and
egress include, but are not limited to those facilities in Exhibit H.
7.2.7.3 Sound Transit shall minimize impacts to Airport operations and the
traveling public and shall work with the Port during the design
phase to develop and implement traffic control plans that do not
impede reasonable vehicle access and egress at South 188th Street
and 28th Avenue South, South 182nd Street, Air Cargo Road
South and to existing facilities on Port property during
construction of the Project.
7.2.7.4 Sound Transit shall maintain pedestrian access between the
terminal and International Blvd. at the South 182nd Street entrance
to the airport throughout construction.
7.2.7.5 Sound Transit will also provide access to the Port during.
construction of the Project for the construction of any new
facilities on Port property.
7.2.7.6 Port review and approval is required for all construction traffic
control plans and revisions to those plans where any Airport
roadway or roadway system may be impacted in order to maintain
Airport related traffic and ensure safety to the traveling public
during construction ofthe Project. Plans shall be submitted to the
Port for review, a minimum of 21 days prior to the installation of
any traffic control plan required before the start of construction
work or any revision or modification to the construction work area.
7.2.8 Environmental. Sound Transit shall assume responsibility for
incorporating Port-approved environmental and permit compliance
contract specifications and environmental work plans in the Contract #2
contract documents regarding work on Port property. The Port and Sound
Transit shall jointly prepare an Environmental Work Plan outlining all
requirements and responsibilities, including a provision in the Contract #2
contract documents for an environmental manager for oversight of
environmental requirements. Sound Transit shall comply with all Port
requirements for construction monitoring as conducted by the Port and
required for demolition and construction activities related to the Project to
maintain compliance with the Airport’s Stormwater Management per
section 8, Temporary Erosion and Sedimentation Control Plans and Air
Quality requirements. The specific roles and responsibilities of
environmental program personnel and the Sound Transit construction
engineer will be described in the Environmental Work Plan jointly
prepared by the Port and Sound Transit.
7.2.9 Change Orders. The Port shall be given the opportunity to review and
comment on proposed change orders to Contract #2 to ensure that the new
change order work does not impact Port operations, facilities and tenants,
construction on Port property, or use of Port property leased to Sound
Transit.
7.2.10 Construction Safety. The parties agree that the contractors shall have
primary responsibility for project safety and the safety of their workers on
the job site. The parties shall ensure that their respective contractors shall
establish a written safety program and provide a designated safety
representative who will be on site when any work is in progress. All
Sound Transit employees, contractors, and subcontractor employees
assigned to perform tasks on Port property under any contract package
shall complete the Port of Seattle Construction Safety Orientation.
73 General Principles applicable to Contract #1 and Contract #2
7.3.1 The Port and Sound Transit shall fulfill all statutory and regulatory
requirements and support each other’s efforts to comply with these
regulations.
7.3.2 Organization Charts. Each party shall refer to the Exhibit “D” for high-
level and more specific organization charts, respectively, showing key
project personnel and reporting relationships between the Port and Sound
Transit during construction.
7.3.3 Staffing. The Port and Sound Transit shall provide all necessary staff and
consultant resources to work on their respective Contract Packages
proactively, cooperatively and collaboratively and shall coordinate these
resources efficiently and cost effectively to avoid unnecessary duplication
of labors.
7.3.4 Document Control. Both the Port and Sound Transit acknowledge that
each use an established web-based electronic construction document
management system (CDMS) and understand those to be disparate. The
Port and Sound Transit agree to make every reasonable effort to use and
maintain their respective CDMS as the primary construction
communication medium between the parties, the contractor for each
Contract Package, and each Designer throughout the completion ofthe
Project. The Port and Sound Transit agree to provide user access to each
other for use during design and construction.
7.3.5 Record Drawings. The Port and Sound Transit shall provide the other all
record drawings showing the final as built condition of the construction
and right-of-way plans prepared in AUTOCAD in accordance with their
respective CADD standards as promptly as possible, but no later than 180
days after substantial completion of the respective Contract Packages.
Each party shall provide the other one set each of the as-built drawing in
electronic format.
7.3.6 Survey of Underground Utilities. Sound Transit shall notify the Port
Survey Crew manager 48 hours prior to coverage of any newly installed or
relocated utility and allow sufficient time for the Port to perform a utility
survey for Port records.
8. Surface Water Management
8.1 Stormwater runoff from the Project during construction shall not discharge into
the Port’s drainage systems without written approval by the Port. If the Parties
agree to allow stormwater runoff from the Project to discharge into the Port’s
drainage systems during construction, this storm water must comply with the
terms ofthe Port’s NPDES permit related to construction storm water. Sound
Transit may discharge construction stormwater from the Project to the Port’s
drainage system under the Port’s NPDES Permit no. WA-002465-1 with the
following conditions: (i) Sound Transit notifies the Port of its intent to discharge
construction stormwater to a Port permitted outfall and the discharge point at least
45 days prior to the intended date of discharges; (ii) Sound Transit prepares a
Construction Stormwater Pollution Prevention Plan (SWPPP) compliant with Part
III conditions of the Port’s NPDES permit and submits it to the Port for review
and approval at least 45 days prior to construction; (iii) the Port approves Sound
Transit’s SWPPP, and (iv) Sound Transit maintains compliant with its SWPPP
and all other sections of Part III of the Port’s NPDES permit except condition
S1.C (Runoff Monitoring) and S2 (Reporting).
8.2 Sound Transit construction projects located off of Port property shall not
discharge storm water onto Port property.
83 Sound Transit represents that the storm water conveyance system for the Light
Rail Transit Facilities shall be designed to not less than a 25 year full peak flow
design storm. Based on this design storm criteria, Sound Transit represents that
100% of the storm water from Light Rail Transit Facilities shall be conveyed
from Port property to the City of SeaTac. The design criteria for the Project shall
also comply with the King County Surface Water Design Manual (2009) and the
Department of Ecology Stormwater Manual (current edition).
8.4 In addition to the indemnifications provided elsewhere in this Agreement, Sound
Transit agrees to defend, indemnify and hold the Port free and harmless from any
and all claims, causes of action, regulatory demands, changes in NPDES permit
and/or regulatory requirements for Port property, liabilities, fines, penalties,
losses, costs and expenses (including attorneys’ fees, costs and all other
reasonable litigation expenses when incurred and whether incurred in defense of
actual litigation or in reasonable anticipation of litigation), arising from
stormwater discharges from the Project or Light Rail Transit Facilities entering
Port property during the term of this Agreement and within the permanent
easements located on Port property to accommodate the Light Rail Transit
Facilities.
8.5 No party will be required to indemnify, defend, or hold harmless the other party if
the claims, causes of action, regulatory demands, changes in NPDES permit
and/or regulatory requirements, liabilities, fines, penalties, losses, costs and
expenses are caused by the sole negligence of the other party, or its contractors, or
is related to the other party’s violation of its own approved permits. Such costs
include but are not limited to: costs of permit revisions or other remedial activities
and fines or penalties assessed directly against the Port, Sound Transit or other
parties.
8.6 Once the operation of Light Rail Transit Facilities begins, the Port does not intend
for Sound Transit to use Port owned facilities to detain or convey any storm water
from the Light Rail Transit Facilities, other than through approved installations to
be operated and maintained by Sound Transit. In the event that 100% of the
storm water discharges from the Light Rail Transit Facilities cannot be discharged
to non-Port storm water systems, and if the storm water is discharged onto Port
property, the Port may assess Sound Transit a reasonable surface water
management (SWM) fee to compensate it for costs directly related to managing
the discharges from Light Rail Transit Facilities. Any discharges from the Light
Rail Transit Facilities onto Port property shall comply with the conditions of the
Port’s NPDES permit at the point of discharge onto Port property. As an
alternative to assessing a reasonable SWM fee, the Port may refuse to accept any
discharges from the Light Rail Transit Facilities and Sound Transit shall be
responsible for conveying and detaining these discharges off Port property. Storm
water runoff from the South Link Project shall not discharge into the Port’s
drainage systems without written approval by the Port and Sound Transit.
9. Environmental Management
9.1 Sound Transit acknowledges that Hazardous Substances may be found on Port-
owned property during the course of the Project work. Sound Transit realizes that
remediation ofthese conditions may impact their work schedules and will not
hold the Port accountable for these delays. With respect to Port-owned property,
Sound Transit will coordinate its design process with the Port to establish (a)
detailed construction plans and specifications for operations in locations with
known or suspected contamination; (b) detailed protocols for direction of
construction activity and performance of environmental management response
should any unanticipated suspected contamination conditions be encountered; and
(c) detailed procedures for management of contaminated materials disturbed
during construction. The Port must approve the final version of the above
documents prior to construction, which approval shall not be unreasonably
withheld.
9.2 Sound Transit will be responsible for notifying the Port of any and all anticipated
and unanticipated Hazardous Substance conditions encountered.
9.3 Sound Transit will be responsible for all costs associated with encountering and
management of contaminated materials disturbed by Sound Transit and as
necessary to protect their facilities from future remediation activities by the Port.
For example, Sound Transit shall design the guideway columns to allow the Port
to remove contaminated soil in the future up to a depth of 20° below grade
(establish grade line elevation) without adversely impacting the operation of
South Link. The Port will be responsible for paying costs associated with
contamination on Port property except for those conditions directly or indirectly
disturbed by Sound Transit activities for which Sound Transit will be responsible.
9.4 Sound Transit shall perform all construction activities associated with completion
of its portion of the Project in compliance with all federal, state, and local laws,
including Environmental Laws, and with the Environmental Work Plan. Sound
Transit shall exercise reasonable care in the performance of all its activities and
shall use industry accepted methods and devices for preventing failures and
accidents that are likely to cause damage, injury, or nuisance to the public or to
property. Sound Transit shall not allow the existence in or about the Light Rail
Transit Way of any Hazardous Substance in violation of any requirement
contained in any applicable Environmental Law, and shall not allow the migration
or release into adjacent surface waters, soils, underground waters or air of any
Hazardous Substances from the Light Rail Transit Way in violation of any
requirement contained any applicable Environmental Law. If Sound Transit is in
violation of any requirement contained in any applicable Environmental Law,
Sound Transit shall promptly take such action as is necessary to mitigate and
correct the violation.
10. Permits & Approvals
Sound Transit, at its sole cost and expense, shall (i) secure and maintain in effect, all
federal, state and local permits, approvals and licenses required for the construction,
operation, and maintenance of the Light Rail Transit Facilities, including, without
limitation, crossing, zoning, building, health, environmental except stormwater per
Section 8, and communication permits and licenses, and (ii) indemnify the Port against
payment of costs related to acquiring such permits and licenses, any fines or penalties
that may be levied for failure to procure, or to comply with, such permits or licenses, and
any remedial costs incurred by the Port in curing any such failures.
11. Real Property Owned by the Port of Seattle
11.1 The Port shall convey to Sound Transit, its successors and assigns, all necessary
non-exclusive permanent easements over, under, across and through Port area
property located within Light Rail Transit Way, and substantially in the form of
Exhibit ”G”, Pages G1 - G6.
11.2 The preliminary design concept developed jointly by the Port and Sound Transit
has identified certain real property interests required by Sound Transit for the
construction, operation, and maintenance of the Light Rail Transit System that the
Port will convey to Sound Transit in either fee or by easement, subject to approval
by the Port of Seattle Commission, and consistent with Federal Transit
Administration (“FTA”) and Federal Aviation Administration (“FAA”)
requirements.
11.3 Sound Transit shall pay the appraised fair market value of Port property it
purchases in fee. The parties anticipate that Sound Transit will acquire parcels
from the Port as more particularly described in Exhibit “G”, Pages G9 - G16.
11.4 The Port shall convey to Sound Transit the Temporary Construction Easements
(TCE) shown on Exhibit “G” Pages G1 - G6. The TCE will be for a period up to
three years.
11.5 For any additional construction staging areas that may be needed by Sound
Transit as identified by the parties, Sound Transit and the Port will enter into
temporary construction easements for these properties based upon values
established in Exhibit “F” Page F1.
11.6 The Port will retain the right to develop its properties underlying or overlying
any
aerial easement with uses that are compatible with Light Rail Transit System
operations and FTA requirements. Any expansion of airport facilities on airport
property will not unreasonably interfere with the light rail transit system.
11.7 Sound Transit will be responsible for the costs (i.e., legitimate direct construction)
associated with the development and reclamation of all staging areas that it uses
on Port property. Sound Transit will comply with all Port requirements identified
by the Port and regulatory agency requirements, concerning the use of the staging
areas. Sound Transit shall be responsible for any environmental remediation
related to such use.
11.8 The easement shall provide that in the event that Sound Transit does not construct
the Project or if Sound Transit explicitly indicates its intention not to construct the
Project by 2023, the easements shall revert to the Port upon 30 days’ notice
provided by either Party. Similarly, if the Light Rail Transit System permanently
ceases to operate after it is constructed, then the easements shall revert to the Port
30 days after the permanent cessation of operations.
11.9 All real property transactions between Sound Transit and the Port, including type
of transfer and valuation, must be consistent with Federal Transit Administration
(“FTA”) and Federal Aviation Administration (“FAA”) requirements. All real
property acquisitions and relocations must comply with the Uniform Relocation
Assistance and Real Property Acquisition Policies Act of 1970 (PL 91-646, 84
Stat. 1894), as amended by the Uniform Relocation Act Amendment of 1987 (PL
100-17, 101 Stat. 246-256) and as implemented by the United States Department
of Transportation (49 CFR 24), and the revenue diversion policies of the FAA (64
FR 7696, Feb 16, 1999) all ofwhich establish a uniform policy for the expedient
and consistent treatment of owners subjected to land acquisition practices and
provide for the fair and equitable treatment of person displaced as a result of
public works programs or projects of a local public body (hereinafter the “Federal
Regulations”).
12. Real Property Owned by Sound Transit
Sound Transit shall convey to the Port property for the Port’s roadway system as shown
in Exhibit “G” Pages G7 and G8. The Port will acquire this property from Sound Transit
in fee with Sound Transit retaining an aerial guideway easement over a portion of the
property. The conveyance of the property to the Port will take place upon the completion
of construction of the light rail project by Sound Transit.
13. Real Property In Private Ownership
Neither the Port nor Sound Transit have an ownership or established rights to private
properties that may be impacted by the South Link and South Access projects. The
preliminary roadway and guideway design concept developed jointly by the Port and
Sound Transit has identified the property acquisition requirements for both Parties.
14. Public Outreach, Public Disclosure and Records
14.1 The Port and Sound Transit shall collaborate in the development of public
outreach and communications plans for the South Link Project and shall integrate
their respective outreach activities. Sound Transit shall be responsible for all
community outreach and public communications within the local communities
concerning the Project.
14.2 The Port shall be responsible for all community outreach and public
communications concerning all Project work on Airport property that could cause
any distraction and impact to the traveling public, regardless of which party is
responsible for administering the work.
14.3 The Port and Sound Transit may receive requests from the public for access to
records relating to this Agreement. The Port and Sound Transit have a duty to
respond and to disclose documents as requested unless such requests call for
documents that are specifically exempt from disclosure pursuant to applicable
law. The Port and Sound Transit agree to inform each other of any public
disclosure requests that each may receive concerning the Project and work
cooperatively to coordinating their efforts to respond to such requests. The Port
and Sound Transit agree to share their Washington Public Disclosure Act, chapter
42.17 RCW procedures with each other and strive to resolve any conflicts that
might exist in these procedures when responding to specific public disclosure
requests.
15. Use Restricted
This Agreement does not authorize the provision of any services by Sound Transit other
than services strictly related to the operation of the Light Rail Transit System on Port
property. Sound Transit’s use ofthe Light Rail Transit Way for anything other than a
Light Rail Transit System shall require written permission from the Port.
16. Financial Elements
16.1 Project Costs Associated with Real Estate Impacts
16.1.1 Permanent Easements. No later than 90 days following execution of the
permanent easements, Sound Transit shall pay the Port the amount
determined as full and complete compensation for the permanent
easements granted to Sound Transit as calculated using the methodology
described in Exhibit "F" Page F1. If the parties agree that the square
footage for the permanent easements should change, then the sum that
Sound Transit pays to the Port for the easements shall increase or decrease
to be consistent with such changes in the square footage easements, as
calculated using the methodology described in Exhibit "F” Page F1.
16.1.2 Temporary Construction Easements. Sound Transit shall pay the Port,
when used, the amount agreed upon for Temporary Construction
easements identified in Exhibit “F” Page F1. For any additional
Temporary Construction Easements, Sound Transit or the design/build
contractor must requested them in writing and the agreed upon rates shall
apply.
16.1.3 Real Property owned by Sound Transit. The Port shall pay to Sound
Transit the amount specified in Exhibit “F” Page F2, upon conveyance of
the property in fee subject to a retained aerial guideway easement over a
portion ofthe property
16.1.4 Real Property owned by the Port. Sound Transit shall pay the Port the
amount specified in Exhibit "F" Page F1.
16.1.5 Sound Transit shall pay the Port’s Reimbursable Soft Costs relating to its
purchase and sale ofproperty to and from Sound Transit.
16.1.6 Consideration for Loss at Delta Maintenance Facility. Sound Transit shall
pay the Port the amount specified in Exhibit “F” Page F1 (identified as the
Cost to Cure for Delta Airlines Parking) as the true and full present value
of the future loss of value at the Delta Maintenance Facility when the Port
constructs the South Access project on a portion of the Delta Maintenance
Facility property. The South Access design is depicted in Exhibit “G”
Page G9. Sound Transit’s payment of the amount in Exhibit “F” Page F1,
is the final settlement of all claims, costs, or damages relating to the
current and future use and value of the Delta property (or any other
property impacted by any alternative future redesign of the South Access
project). Payment under this subsection shall be made by January 31,
2013.
16.1.7 Consideration for Future Utility Relocation at the Delta Maintenance
Property. Sound Transit shall pay the Port the amount specified in Exhibit
“E” Page E1 (Present Value Calculation) as the true and full present value
of the future cost for the relocation of utilities when the Port constructs the
South Access project on a portion of the Delta Maintenance Facility
property. The utilities that are known to need to be relocated under the
South Access design on the Delta Maintenance property are identified in
Exhibit “E” Page E2. Sound Transit’s payment of the costs, identified in
Exhibit “E” Page E1 as the Present Value Calculation, shall be the final
settlement of all claims, costs, or damages relating to all utility relocations
resulting from the use of the Delta Maintenance Facility Property in the
South Access project, including any unknown Port-owned utilities (or the
cost any impact to utilities by any alternative future redesign to the South
Access Roadway project). Payment under this subsection shall be made
by January 31, 2013.
16.2 Costs Associated with the Project, Contracts #1 and #2. Except as otherwise
specifically provided in this Agreement, Sound Transit will be responsible for the
Costs incurred by the Port associated with the design and construction of the
Project as follows:
16.2.1 Preliminary Support. Sound Transit shall reimburse the Port for
Reimbursable Soft Costs relating to the following Port activities
performed after July 28, 2011: (i) development of this agreement; (ii)
collaborative efforts to develop terms, project requirements, restrictions,
limitations and criteria for elements that affect Port operations, facilities
and tenants to be included in Sound Transit’s Contract #2 design/build
RFP contract documents, for construction on Port property or use of Port
property leased to Sound Transit; and (iii) assistance with Sound Transit’s
review of design build proposals and alternative technical concepts offered
by the proposers to the Contract #2 design/build RFP.
16.2.2 Design Reviews. Sound Transit shall reimburse the Port for Reimbursable
Soft Costs associated with administration and management of design
review.
16.2.3 Administration and Management of Construction. Sound Transit shall
reimburse the Port for Reimbursable Soft Costs associated with
administration and management of construction of Contract Package #1 by
the Port and the review, administration, oversight, inspection, project and
construction management by the Port in support of Sound Transit’s
implementation of all phases of Contract# 2. Sound Transit shall also
reimburse the Port for Reimbursable Soft Costs and Direct Construction
Costs associated with the coordination, shutdowns, and restarts of the
Port’s utilities as required for Contracts #1 and #2.
16.2.4 Construction of Contract #1. Sound Transit shall pay the Port for its
Direct Construction Costs to remove and relocate utilities as described in
Exhibit "A".
16.2.5 Construction of Contract #2. Sound Transit will be responsible for the
cost of all elements of the Project related to construction of the light rail
system, such as the aerial light rail guideway elements, including
foundations, columns and girders; light rail track work; guideway
drainage, including detention and storm water quality facilities for runoff
attributable to the South Link Project; system electrification, including
duct banks and foundations for overhead catenary system; corrosion
control; and fire protection facilities, including piping, fire hydrants, and
standpipes. All costs for such relocations not borne by the private utility
companies will be borne by Sound Transit or its design/build contractor.
For Port-owned and operated utilities requiring relocation under Contract
#2, Sound Transit and its design/build contractor shall coordinate with and
follow the Port’s utility shutdown procedures
16.3 Public Outreach. Sound Transit shall reimburse the Port for Reimbursable Soft
Costs relating to public outreach provided under section 14.
16.4 Payment Due. Sound Transit shall reimburse the Port for its Direct Construction
Costs and Reimbursable Soft Costs within 30 days of its submittal ofproperty
documented invoices for completed work. A properly documented invoice shall
include supporting documentation necessary to verify the costs incurred including
all third-party invoices and documentation of in-house work. The Port shall
invoice Sound Transit on a quarterly basis. The Port shall submit its invoices
(bearing the purchase order number provided by Sound Transit and the Sound
Transit Party Representative) with supporting documentation to Sound Transit,
Accounts Payable, 401 South Jackson, Seattle, Washington, 98104-2826.
16.5 Audit. Each party agrees to maintain all back up documentation related to the
reimbursement amounts for not less than six years following the particular
Contract Package to which the documentation pertains and make all such
documentation available to the other party on reasonable request. The parties or
any of their duly authorized representatives shall have access to and be permitted
to inspect, audit and/or copy such books, records, documents, and other evidence
for any purpose related to this agreement, including, but not limited to, (i) any
required audit, (ii) verification of services, invoices, burdened labor rate
calculation, allocation of overhead, and (iii) assistance in negotiations for
additional work, and claims resolutions. Each party shall provide a minimum of
seven days notice to the other for access to original records. Audits conducted
under this section shall be in accordance with generally accepted auditing
standards and the established procedures and guidelines of the reviewing or audit
agency, and the parties further agree to reasonably cooperate with one another in
the event of any audit of any portion of the Project. The periods of access and
examination described above for records related to (i) disputes between the
parties; (ii) litigation or settlement of claims arising out of the performance of this
Agreement; or (iii) costs and expenses of this Agreement to which exception has
been taken by a federal agency, the Comptroller General, or any of his or her duly
authorized representatives, shall continue until all disputes, claims, litigation,
appeals, and exceptions have been resolved.
17. General Indemnification
17.1 To the extent permitted by law, the Port and Sound Transit shall protect, defend,
indemnify, and save harmless each other, their respective officers, officials,
employees, and agents, while acting within the scope of their employment as
such, from any and all costs, claims, judgment, and/or awards of damages, arising
out of, or in any way resulting from, Indemnifying Party’s negligent acts or
omissions. Neither the Port nor Sound Transit will be required to indemnify,
defend, or save harmless each other if the claim, suit, or action for injuries, death,
or damages is caused by the sole negligence of the other party. Where such
claims, suits, or actions result from concurrent negligence of the Port and Sound
Transit, the indemnity provisions provided herein shall be valid and enforceable
only to the extent of the Port’s or Sound Transit’s own negligence. The Port and
Sound Transit agrees that its obligations under this subparagraph extend to any
claim, demand, and/or cause of action brought by, or on behalf of, any of its
employees or agents. For this purpose, the Port and Sound Transit, by mutual
negotiation, hereby waives, with respect to the other party only, any immunity
that would otherwise be available against such claims under the industrial
insurance provisions of Title 51 RCW. In the event that the Port or Sound Transit
incurs any judgment, award, and/or cost arising therefrom, including attorneys’
fees, to enforce the provisions of this section, all such fees, expenses, and costs
shall be recoverable by the prevailing party. This indemnification shall survive
the termination of this Agreement.
17.2 Sound Transit will indemnify the Port for any environmental contamination
created by Sound Transit, its licensees or its contractors.
18. Insurance
18.1 Sound Transit shall maintain, throughout the term of this Agreement, an
appropriate program of insurance, self-insurance, or any combination thereof in
amounts and types sufficient to satisfy its liabilities. When commercial insurance
is utilized, Sound Transit shall secure and maintain in effect insurance adequate to
protect the Port against claims or lawsuits that may arise as a result of the design,
construction, operation, maintenance, repair, removal, occupancy, or use of the
Link Light Rail Transit System in the Light Rail Transit Way, including, without
limitation: (i) commercial general liability insurance; (ii) workers’ compensation
insurance (to the extent required by law); (iii) employer’s liability insurance; (iv)
auto liability coverage for any auto); (v) environmental liability insurance; and,
(vii) provide, or require its contractor to provide, builder’s risk insurance during
the construction phase.
18.2 Sound Transit shall carry such insurance with insurers who are licensed to do
business in the State of Washington or self-insure or participate in an insurance
pool or pools at levels of coverage or with reserves adequate, in the reasonable
judgment of Sound Transit, to protect Sound Transit and the Port against loss, and
as are ordinarily carried by municipal or privately owned entities engaged in the
operation of systems comparable to the Light Rail Transit System. Sound Transit
shall also require any contractors or subcontractors working on the Light Rail
Transit System in the Light Rail Transit Way to maintain insurance as noted
herein and to name the Port as an additional insured on their commercial general
liability, auto liability, and environmental liability insurance policies. Sound
Transit shall also require any professional services consultants, subconsultants,
contractors or subcontractors working on the Light Rail Transit System project to
provide the appropriate Professional Liability insurance coverage during the
course of design, engineering, and construction, as applicable to the Project.
18.3 Sound Transit shall file with the Port, on an annual basis, proof of an appropriate
program of insurance, self-insurance, or any combination thereof in amounts and
types sufficient to satisfy its liabilities. When commercial insurance is utilized,
Sound Transit shall provide the Port with Certificates of Insurance reflecting
evidence of the required insurance, naming the Port as an additional insured
where appropriate, to evidence continued coverage during the term of this
Agreement. The certificates shall contain a provision that coverage shall not be
canceled until at least 30 days’ prior written notice has been given to the Port. The
same requirements that as applicable to Sound Transit shall be required of any
contractors, subcontractors, consultants or subconsultants working on Sound
Transit’s behalf.
18.4 If Sound Transit, or any contractors, subcontractors, consultants or subconsultants
working on Sound Transit’s behalf, fails to maintain the required insurance, the
Port may request Sound Transit to stop constructing or operating the Light Rail
Transit System in the Light Rail Transit Way until the required insurance is
obtained.
19. Liens
19.1 In the event that any Port property becomes subject to any claims for mechanics’,
artisans’ or materialmen’s liens, or other encumbrances chargeable to or through
Sound Transit that Sound Transit does not contest in good faith, Sound Transit
shall promptly, and in any event within 30 days, cause such lien claim or
encumbrance to be discharged or released of record (by payment, posting of bond,
court deposit or other means), without cost to the Port, and shall indemnify the
Port against all costs and expenses (including attorneys’ fees) incurred in
discharging and releasing such claim of lien or encumbrance. If any such claim
or encumbrance is not so discharged and released, the Port may pay or secure the
release or discharge thereof at the expense of Sound Transit after first giving
Sound Transit seven days’ advance notice of its intention to do so. The Port shall
use its reasonable efforts to keep Sound Transits facilities free of all liens that
may adversely affect the Light Rail Transit System.
19.2 Nothing herein shall preclude Sound Transit’s or the Port’s ability to contest of a
claim for lien or other encumbrance chargeable to or through Sound Transit or the
Port, or of a contract or action upon which the same arose.
19.3 Nothing in this Agreement shall be deemed to give, and the Port hereby expressly
waives, any claim of ownership in and to any part or the whole of the Light Rail
Transit Facilities except as may be otherwise provided herein.
20. Covenants and Warranties
20.1 By execution of this Agreement, the Port warrants:
20.1.1 That the Port has the full right and authority to enter into and perform this
Agreement and any permits that may be granted in accordance with the
terms hereof, and that by entering into or performing this Agreement the
Port is not in violation of its charter or by-laws, or any law, regulation or
agreement by which it is bound or to which it is bound or to which it is
subject; and
20.1.2 That the execution, delivery and performance of this Agreement by the
Port has been duly authorized by all requisite corporate action, that the
signatories hereto for the Port hereto are authorized to sign this
Agreement, and that, upon approval by the Port, 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.
20.2 By execution of this Agreement, Sound Transit warrants:
20.2.1 That Sound Transit has full right and authority to enter into and perform
this Agreement in accordance with the terms hereof, and by entering into
or performing under this Agreement, Sound Transit is not in violation of
any of its agency governance rules, or any law, regulation or agreement by
which it is bound or to which it is subject; and
20.2.2 That the execution, delivery and performance of this Agreement by Sound
Transit has been duly authorized by all requisite Board action, that the
signatories hereto for Sound Transit hereto are authorized to sign this
Agreement, and that 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.
21. Recordings, Taxes and Other Charges
21.1 Sound Transit shall pay all transfer taxes, documentary stamps, recording costs or
fees, or any similar expense in connection with the recording or filing of any
permits that may be granted hereunder. Sound Transit further agrees that if it is
determined by any federal, state, or local governmental authority that the sale,
acquisition, license, grant, transfer, or disposition of any part or portion of the
Light Rail Transit Facilities or rights herein described requires the payment of any
tax, levy, excise, assessment, or charges (including, without limitation, property,
sales or use tax) under any statute, regulation, or rule, Sound Transit shall pay the
same, plus any penalty and/or interest thereon, directly to said taxing authority
and shall hold the Port harmless therefrom, except to the extent of
mischaracterization of the transaction by the Port to the taxing Authority. Sound
Transit shall pay all taxes, levies, excises, assessments, or charges, including any
penalties and/or interest thereon, levied or assessed on the Light Rail Transit
Facilities, or on account of their existence or use (including increases attributable
to such existence or use, and excluding taxes based on the income ofthe Port),
and shall indemnify the Port against payment thereof. Sound Transit shall have
the right to claim, and the Port shall reasonably cooperate with Sound Transit in
the prosecution of any such claim for refund, rebate, reduction, or abatement of
such taxes.
21.2 The Port may pay any tax, levy, excise, assessment or charge, plus any penalty
and/or interest thereon, imposed upon Sound Transit for which Sound Transit is
obligated pursuant to this Section if Sound Transit does not pay such tax, levy,
excise, assessment, or charge when due. Sound Transit shall reimburse the Port
for any such payment made pursuant to the previous sentence, plus interest at the
prime rate per annum, as published in the Wall Street Journal.
22. Assignability, Beneficiary
22.1 This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors or assigns. No assignment shall be valid for
any purpose without the prior written consent of the other party. The above
requirement for consent shall not apply to (i) any disposition of all or substantially
all of the assets of a party; (ii) any governmental entity merger, consolidation, or
reorganization, whether voluntary or involuntary; (iii) a sublease or assignment of
this Agreement (in whole or in part) to a governmental entity; or (iv) a sale, lease,
or other conveyance subject to those requirements set forth in this Agreement;
provided, however, that no sublease or assignment under (ii) or (iii) shall be
permitted to a governmental entity not operating, constructing or maintaining a
Light Rail Transit System on behalf of Sound Transit, and provided further that
no unconsented assignment shall relieve Sound Transit of its obligations and
liabilities under this Agreement.
22.2 Either the Port or Sound Transit may assign any monetary receivables due them
under this Agreement; provided, however, such assignment shall not relieve the
assignor of any of its rights or obligations under this Agreement.
223 Sound Transit acknowledges and agrees that the Port may designate, in writing, a
designee to (i) receive information (including information designated or identified
as confidential) and notices under this Agreement, and (ii) provide certain
approvals or consents required from the Port under this Agreement. In the event
of such designation, Sound Transit may rely on approvals or consents by such
designee on behalf of the Port as fully as if such actions were performed by the
designator itself.
22.4 Neither this Agreement nor any term or provision hereof, or any inclusion by
reference, shall be construed as being for the benefit of any party not a signatory
hereto.
23. Designated Representatives
23.1 To promote effective intergovernmental cooperation and efficiencies, the parties
shall designate one representative (“Designated Representative”) for each of the
various stages of Project implementation who shall be responsible for
coordination of communications and management between the parties and their
respective teams and shall act as the point of contact for each party to implement
the intent of this Agreement.
23.2 Each Designated Representative is also responsible for coordinating the input and
work of its agency, consultants, and staff as it relates to the objectives of this
Agreement. The parties reserve the right to change Designated Representatives,
by written notice to the other party during the term of this Agreement. Each
party’s initial Designated Representative is named below with the individual’s
contact information.
Designated Representatives and Contact Information.
Sound Transit: Project Leadership Miles Haupt
Project Director
Sound Transit
401 South Jackson
Seattle, Washington 98104-2826
206-398-5501
Project Management Rod Kempkes
Project Manager
Sound Transit
401 South Jackson
Seattle, Washington 98104-2826
206-398-5374
During Construction: Henry Cody
Principal Construction Manager
Sound Transit
401 South Jackson
Seattle, WA 98104-2826
206-398-
Port of Seattle: Project Leadership George England, Program Leader
Port of Seattle
17900 International Blvd., Suite 301
SeaTac, WA 98188-4236
(206) 787-4369
(206) 369-7915
South Link Project Management: Barry Hennelly, Project Manager
Port of Seattle
17900 International Blvd., AOB(2)
SeaTac, WA 98188-4236
(206) 787-4376
Utility Relocation Project Management: Mark Longridge, Project Manager
Port of Seattle
2711 Alaskan Way, P69
Seattle, WA 98121
(206) 787-3157
During Construction: Scott Thomas, Construction Manager
Port of Seattle
160" and Host road
SeaTac, WA 98188-4236
(206) 787-5309
(206) 255-2466
24. Notice
24.1 Unless otherwise provided herein, all notices and communications concerning this
Agreement shall be in writing and addressed to the Designated Representative.
24.2 Unless otherwise provided herein, all notices shall be in writing and either shall
be: (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 28, Termination, must be delivered in
person or by certified mail, return receipt requested.
25. Dispute Resolution
25.1 Any disputes or questions of interpretation of this Agreement that may arise
between the Port and Sound Transit shall be governed under the Dispute
Resolution provisions in this Section. The Port and Sound Transit agree that
cooperation and communication are essential to resolving issues efficiently. The
Port and Sound Transit shall exercise their best efforts to resolve any disputes that
may arise through this dispute resolution process, rather than in the media or
through other external means. For disputes related to the Port’s entitlement
and/or the amount of reimbursement due to the Port, disputes will be resolved by
the Sound Transit representative and the Port’s Construction Manager
25.2 The Port and Sound Transit shall use their best efforts to prevent and resolve
potential sources of conflict at the lowest level.
25.3 The Port and Sound Transit shall 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 process should any such disputes arise:
25.3.1 Level One. Sound Transit’s Project Manager or equivalent, including
Sound Transit’s Project Director or Principal Construction Manager and
the Port’s Project Manager or equivalents, including the Port’s Program
Leader or Port Construction Manager as required, shall meet to discuss
and attempt to resolve the dispute in a timely manner. If they cannot
resolve the dispute within seven days after referral of that dispute to Level
One, either party may refer the dispute to Level Two.
25.3.2 Level Two. Sound Transit’s Executive Director for Design Engineering
and Construction Management and the Port’s Director, Aviation Project
Management Group or Assistant Director of Engineering, Construction
Services or designees shall meet to discuss and attempt to resolve the
dispute in a timely manner. If they cannot resolve the dispute within
seven days after referral of that dispute to Level Two, either party may
refer the dispute to Level Three.
25.3.3 Level Three. Sound Transit’s and the Port’s Chief Executive Officers or
designees shall meet to discuss and attempt to resolve the dispute in a
timely manner.
25.3.4 Except as otherwise specified in this Agreement, in the event the dispute is
not resolved at Level Three within 14 days after referral of that dispute to
Level Three, the parties are free to file suit or agree to alternative dispute
resolution methods such as mediation or arbitration. At all times prior to
resolution of the dispute, the parties shall continue to perform and make
any required payments under this Agreement in the same manner and
under the same terms as existed prior to the dispute.
26. Default
Neither the Port nor Sound Transit shall be in default under this Agreement unless it has
failed to perform under this Agreement for a period of 30 days after written notice of
default from any other party. Each notice of default shall specify the nature of the
alleged default and the manner in which the default may be cured satisfactorily. If the
nature of the alleged default is such that it cannot be reasonably cured within the 30 day
period, then commencement ofthe cure within such time period and the diligent
prosecution to completion of the cure shall be deemed a cure. Any party not in default
under this Agreement shall have all rights and remedies provided by law including
without limitation damages, specific performance or writs to compel performance or
require action consistent with this Agreement. The prevailing party (or the substantially
prevailing party if no one party prevails entirely) shall be entitled to reasonable attorneys’
fees and costs.
27. Remedies; Enforcement
27.1 The parties reserve the right to exercise any and all of the following remedies,
singly or in combination, in the event the other violates any provision of this
Agreement:
27.1.1 Commence an action at law for monetary damages;
27.1.2 Commence an action for equitable or other relief; and
27.1.3 Seek specific performance of any provision that reasonably lends itself to
such remedy.
27.2 In determining which remedy or remedies for violation are appropriate, a court
may take into consideration the nature and extent of the violation, the remedy
needed to prevent such violations in the future, whether the breaching party has a
history of previous violations of the same or similar kind, and such other
considerations as are appropriate under the circumstances. Remedies are
cumulative; the exercise of one shall not foreclose the exercise of others.
27.3 Neither the Port or Sound Transit shall be relieved of any 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 Such failure to enforce shall not
constitute a waiver of rights or acquiescence in the other party’s conduct.
28. Term; Termination
28.1 This Agreement shall be effective as of the date the last party signs and, unless
sooner terminated pursuant to the terms hereof, shall remain in effect for so long
as the Light Rail Transit Way is used for public transportation purposes.
28.2 Upon termination of this Agreement, Sound Transit agrees to prepare, execute
and deliver to the Port all documentation necessary to evidence termination of this
Agreement or portion thereof so terminated. No such termination, however, shall
relieve the parties hereto of obligations accrued and unsatisfied at such
termination.
28.3 Upon the permanent cessation of use of the Light Rail Transit Way for the Light
Rail Transit System, to the extent any portion of it remains on Port property or is
not removed by Sound Transit, the Port may deem it abandoned and it shall
become the property ofthe Port. If the Port does not desire such ownership,
Sound Transit shall develop, subject to approval and regulation by the Port, a plan
for disposition of those remaining portions of the Light Rail Transit System. The
affected property shall be restored to as good or better condition than existed
immediately prior to removal of any portion of the Light Rail Transit System.
29. General Provisions
29.1 The parties shall not unreasonably withhold requests for information, approvals or
consents provided for in this Agreement. 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. The Port and Sound
Transit agree to work cooperatively with each other to achieve the mutually
agreeable goals as set forth in this Agreement.
29.2 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.
29.3 This Agreement shall be binding upon and inure to the benefit of the successors
and assigns ofthe Port and Sound Transit.
29.4 Time is of the essence in every provision of this Agreement. Unless otherwise set
forth in this Agreement, the reference to “days” shall mean calendar 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.
29.5 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.
29.6 This Agreement has been reviewed and revised by legal counsel for both 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.
29.7 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.
29.8 The parties shall not be deemed in default with provisions of this Agreement
where performance was rendered impossible by war or riots, civil disturbances,
floods or other natural catastrophes beyond its control; the unforeseeable
unavailability of labor or materials; or labor stoppages or slow downs, or power
outages exceeding back-up power supplies. This Agreement shall not be revoked
or a party penalized for such noncompliance, provided that such party takes
immediate and diligent steps to bring itself back into compliance and to comply as
soon as practicable under the circumstances without unduly endangering the
health, safety, and integrity of both parties’ employees or property, or the health,
safety, and integrity of the public, public property, or private property.
29.9 This Agreement may be amended only by a written instrument executed by each
of the parties hereto. No failure to exercise and no delay in exercising, on the part
ofany party hereto, any rights, power or privilege hereunder shall operate as a
waiver hereof, except as expressly provided herein.
29.10 This Agreement constitutes the entire agreement of the parties with respect to the
subject matters hereof, and supersedes any and all prior negotiations (oral and
written), term sheets, letters, understandings and agreements with respect hereto.
29.11 Section headings are intended as information only, and shall not be construed
with the substance of the section they caption.
29.11.1 In construction of this Agreement, words used in the singular shall
include the plural and the plural the singular, and “or” is used in the
inclusive sense, in all cases where such meanings would be appropriate.
29.11.2 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.
29.11.3 All Exhibits identified in this Agreement are incorporated by reference
into this Agreement.
30. 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.
The parties hereto have executed this Agreement by having its authorized representative
sign below on the date stated in the introductory clause:
CENTRAL PUGET SOUND REGIONAL PORT OF SEATTLE
TRANSIT AUTHORITY (SOUND TRANSIT)
By: en. WM Sat By: ZH 20 _
Jo Tay Yoshitani
Chief Executive Officer Chief Executive Officer
Date: J- 7/ Date: 57! =! ’
Authorized by Motion 20/x) —2% Authorized by Motion
Approved as to form:
A
By: By: \AaufLJ.’ \ ]
Jordan Traci M. Goodwin
Senior Senior Port Counsel
EXHIBIT “A”
Contract Package Descriptions
South Link Light Rail and Roadway Project Design-Build Package
Contract Package 1: Relocation of Port Utilities for the South Link Project.
The Port shall design, permit and construct the relocation of three Port owned and
operated utilities; approximately 380 LF of Power duct bank between Man Hole 200 to
Man Hole 204; approximately 380 LF of communication duct bank between TMH 202 to
TMH 206; and approximately 560 LF 8” Sanitary Sewer with four new Manholes. Work
includes erosion control, traffic control, and pavement and landscape restoration.
Contract Package 2 Construction of the light rail quideway between Airport link
Station and approximately South 200%" St.
Sound Transit will contract using the Design/Build alternative contract delivery method
to permit, design and build 1.6 miles of double-track Light Rail Transit (LRT) elevated
line between the SeaTac/Airport Station and South 200th Street, with a terminal station
at South 200th Street and 28th Ave S. in SeaTac, Washington. The scope includes all
civil, architectural, and systems elements to provide a fully functioning light rail
extension.
Light Rail Vehicles (LRV) and Supervisory Control and Data Acquisition (SCADA)
equipment or software are not part of the scope of the proposed contract. Integrated
testing and SCADA integration will be performed by ST staff and others, but will require
support from the Contractor.
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EXHIBIT C
Port of Seattle Utility Relocation Contract #1 Schedule
Advertisement August 15, 2012
Notice to Proceed December 11, 2012
Late Construction Completion Date March 20, 2013
C1
EXHIBIT C
Sound Transit South Link Contract #2 Schedule
Proposals Due June 26, 2012
Notice to Proceed September 1, 2012
Early Construction Complete Date March 22, 2016
Late Revenue Service Date September 24, 2016
C2
EXHIBIT D
Sound Transit Organization Chart
South Link
Sound T-ansit
Ahmad Fazel
Executive Director
Miles Haupt
Project Director
South Link
i !
Rod Kempkes Henry Cody
Sr. Civil Engineer
‘ Principal Construction
D1
Port of Seattle Org Chart Port -
SouthLinkProject of Seattle
Engineering Project Management Construction Management
(1)&{2) (1) &(2)
Wayne Grotheer ~~ Janice Zahn
_ __ _ _ _
Director Assistant Director
AV/PMG Engineering Construction Services
1&(Q)
(1) (1) &(2)
Randall Sweet —~—— George England Scott Thomas
a
eo
————
Landside Capital Program Lead =
Mechanical/Electrical Mgr Aviation Construction
AV/PMG
Engineering Manager
| |
(1) (1) (2) (1)&{2)
Bob Romero Mark Longridge @~ — — — — - Barry Hennelly =~ ——————— Ann Paustian
Engineering Lead Project Manager Project Manager Resident Engineer
|
(1) | (1) &{2)
Richard Leung | Jermaine Murray
Design Engineer | Sr. Construction
(Elec)
Inspector
(2)
1)
Aviation Operations (1) &(2)
John Kuforiji
Aviation Maintenance Kim Law
Design Engineer
Facilities and Infrastructure Asst. Resident
(Site/Civil)
Port of Seattle Fire Department Engineer
(1)&(2)
Brenda Sullivan
Project Assistant
(1) Contract #1 - Relocation of Port Utilities Project
(2) Contract #2 — South Link Project Coordination
D2
Exhibit E1
Relocation Cost Calculation
South Link — POS Utility Relocation at Delta Hangar Facility
Future Estimated Cost
Item Description Estimate
1. Estimated Construction Costs*
$1,367,600
2 Construction Contingency (10%) $ 136,800
3. Washington State Sales Tax (9.5%) ** $ 142,900
4 Port of Seattle Soft Costs*** oo $ 500,260
Total $2,147,560
* includes design development allowance (30%), markups (25%), and escalation of 4/11/2012
cost estimate prepared by POS to midpoint of construction @ 3%/yr
(construction completion date: 12/31/2020, 3 month construction duration)
** calculated based
on the sum of Estimated Construction Cost (Item 1) and Construction Contingency (item 2)
*** includes design, construction management, project management, procurement, administration, and permitting
costs estimated as percentages of the Estimated
Construction Cost (Item 1)
Present Value Calculation of Future Estimated Cost
©
Pv== =$2147,560/ (1+ (08/12) "94 = $1,149,980 use $1,150,000
(1+i)t
t = 94 months, (1/31/2013 to 11/30/2020)
i= 8%lyr
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Exhibit E
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EigerHisahyy
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Existing Water &
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naw
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EXHIBIT F
SOUND TRANSIT - PORT OF SEATTLE MEMORANDUM OF AGREEMENT
SOUTHLINK PROJECT
(Sound Transit Acqusitions from the Port of Seattle)
Permanent Temporary
Exhibit G ROW Parcel Transfer Fee Take Easement Constr. Esmt Status of
Page No. No. Number Document Sq. Ft. Sq. Ft. Sq. Ft. $/Sq. Ft. ROI Term Parcel Value Acquisition
Transit Way
1-6 SL100 282304 9016 Easement 115,968 NAA 55.00 80% Perm 5,102,592,00 Guideway EZ
SL100 420 55.00 100% Perm 23,100.00 Emergency Stairs
SL100 2,259 55.00 100% Perm 124,245.00 Signal House
SL100 5,608 55.00 10% Perm Lo 30,844.00 Drainage EZ
Month to Month
SL100 TCE 137,617 $ 55.00 10% ” 2,270,680.50 TCE
Transit Way
SL10t 100200 0155 Easement 10,571 $ 55.00 80% Perm 465,124.00 Guideway EZ
Month to Month
SL101 TCE 4,560 $ 5500 10% 75,240.00 TCE
Sub-Total SL100 & 101 8,091,825.50
Port Contribution Discount 50% 50.00% @ 4,045,912.75
SL100 Cost to Cure x 100% Perm 246,500.00 Delta Airlines Prk.
Statutory
SL135 042204 9136 Warranty Deed 79,446 $ 3000 x 100% Perm 2,383,000 Fee - 2 Triangles
SL157, 3445000095 Statutory
13&15 SL158 344500 0098 Warranty Deed 40,418 $ 2500 x 100% Perm 1,010,000 Fee
Grand Totals 119,864 134,826 137,617 7,685,412.75
Exhibit F Page1
EXHIBIT F
SOUND TRANSIT - PORT OF SEATTLE MEMORANDUM OF AGREEMENT
SOUTHLINK PROJECT
(Port of Seattle Acquisitions from Sound Transit)
Temporary
Exhibit G ROW Transfer Permanent Construction Status of
Page No. No. Parcel Numben Document Fee Sale Sq. Ft. Easement Esmt Sq. Ft. $/Sq. Ft. ROI Term Parcel Value Acquisition
SL106 332304 9210
_
SL106 332304 9210 Purchase $ 3.572,000.00
L&R Damages $ 2,778,000.00
Legal Expenses § 227,382.00
Property Mgt $ 579298 Title & Escrow § 662.80
50.922 sq.ft $ 6,578,044.80
7 Port of Seattle 27,300 sq.ft $ 3.190,746.00
Sound Transit
Share 23,622 sq.ft $ 3,051.430.00
8 Perm. Easem 6.500 sq.ft $ 335,868.00
TOTAL $ 6,578,044.00
Total Sound
Transit
Acquisiition
Value $ 7,685412,75
SL106 ST Sale to POS (Wally Pak) $ 3,190,746.00
Grand lotal
ST Net
Payment to
Port $ 4,494,666.75
Exhitit F Page 2
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(1) PROPOSED POWER POLE.
(2 LIGHT RAIL TRANSIT WAY.
@)outeEr-MoST EDGE OF THE LIGHT RA!L AERIAL GUIDEWAY STRUCTURE.
(0) CENTERLINE OF 50'~WIDE PSE EASEMENT.
LEGEND J ee 150 0 150 300
83 (91)
-— SYREET RIGHT-OF-WAY LINE OO m
- SCALE IN FEET
STREET CENTER LINE i
mriermw sens wrens nes ns PLATED LOT LINEPROPERTY LINE PARCEL AREAISFRMTE KING COUNTY ASSESSORRoo)
PARENT PARCEL FERSER be - | =
—— — — == ~~ EASEMENT LINE PERMANENT RSs Fr =
—— mmm EASEMENT LINE TEMPORARY FEE TAKE PERMANENT ESMT
FOR PSE POWER a)
Ee Co
o PARCEL REM 352065 SF psp EASEMENT OU
FEE TAKE. 70.448SF ESMT AREA 12173 SF 2
=
272.749 SF
SOUNDTRANSIT REMAINING AREA:
4)
ASSESSOR NOo__ 0422049136 pate 3/22/12. ©
[1 [a]4] LIN & ASSOCIATES OWNER: PORTOFSEATTLE
N/A iN
sock No: N/A Loto:
UIRK LIGHT RAIL PROJECT o
CITY OF SEATAC KING COUNTY, WA
EXHIBIT G
Page No, 11
R/W No. 440-SL.-13§
PIN 0422049136
Port of Scaitle
Grantor’s Entire Parcel:
(According to Chicago Title Insurance Company Order No. 1303969, dated April 20, 2010.)
THE EAST 101 FEET OF THE SOUTH 325 FEET OF THE WEST HALF OF THE SOUTH 25 ACRES OF THE
SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 22 NORTH, RANGE 4 EAST,
WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON;
EXCEPT TT3E SOUTH 30 FEET CONVEYED TO KING COUNTY FOR ROAD PURPOSES BY DEED RECORDED
UNDER RECORDING NUMBER 4836094; ALSO
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 22
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF 28TH AVENUE SOUTH WITH THE NORTHERLY
LINE OF SOUTH 200TH STREET, SAID POINT OF INTERSECTION BEING 20.00 FEET NORTH AND 53.960 FEET
WEST OF THE SOUTHEAST CORNER OF SAID SUBDIVISION;
THENCE NORTH 2° 41" 05" WEST ALONG SAID WESTERLY LINE 769.318 FEET TO AN IRON PIPE AND THE TRUE
POINT OF BEGINNING;
THENCE NORTH 89° 44' 18" WEST 640.65 FEET TO THE WESTERLY LINE OF THE EAST HALF OF THE SOUTH 25
ACRES OF SAID SUBDIVISION;
THENCE NORTH 2° 41" 10" WEST ALONG SAID WESTERLY LINE AND THE NORTHERLY PRODUCTION THEREOF
106.41 FEET;
‘THENCE SOUTH 89° 44' 18" EAST 640.77 FEET TO THE WESTERLY LINE OF 28TH AVENUE SOUTH;
THENCE SOUTH 2° 41' 05" EAST ALONG SAID WESTERLY LINE 106.41 FEET TO THE TRUE POINT OF
BEGINNING; ALSO
THATPORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 22
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF 28TH AVENUE SOUTH WITH THE NORTHERLY
LINE OF SOUTH 200TH STREET, SAID POINT OF INTERSECTION BEING 20.00 NORTH AND 53.960 FEET WEST OF
THE SOUTHEAST CORNER OF SAID SUBDIVISION;
THENCE NORTH 2° 4]' 05" WEST ALONG SAID WESTERLY LINE 769.318 FEET TO AN IRON PIPE AND THE TRUE
POINT OF BEGINNING; .
THENCE NORTH 89° 44' 18" WEST 640.65 FEET TO THE WESTERLY LINE OF THE EAST HALF OF THE SOUTH 25
ACRES OF SAID SUBDIVISION;
THENCE SOUTH 2° 41' 10" EAST ALONG SAID WESTERLY LINE 242.7 FEET TO A POINT WHICH IS NORTH 2° 41’
10" WEST 532.02 FEET FROM THE INTERSECTION OF SAID WESTERLY LINE WITH THE NORTH LINE OF SOUTH
200TH STREET:
THENCE EASTERLY TO A POINTON THE WESTERLY LINEOF 28TH AVENUE SOUTH, WHICH POINT IS 529.17
FEETNORTHERLY OF THE INTERSECTION OF SAID WESTERLY LINE WITH THE NORTH LINE OF SOUTH 200TH
STREET;
THENCE NORTH 2° 41 05" WEST ALONG SAID WESTERLY LINE 240.78 FEET. MORE OR LESS, TO THE TRUE
POINT OF BEGINNING; ALSO
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 22
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS
FOLLOWS:
BEGINNING ATTHE INTERSECTION OF THE WESTERLY LINE OF 28TH AVENUE SOUTH WITH THE NORTHERLY
LINE OF SOUTH 200TH STREET, SAID POINT OF INTERSECTION BEING 20.00 NORTH AND 53.960 FEET WEST OF
THE SOUTHEAST CORNER OF SAID SUBDIVISION;
THENCE NORTH 2° 41* 05" WEST ALONG SAID WESTERLY LINE 425.17 FEET TO THE TRUE POINT OF
BEGINNING;
‘THENCE WESTERLY TO A POINT ON THE WESTERLY LINE OF THE EAST HALF OF THE SOUTH 25 ACRES OF
SAID SUBDIVISION, WHICH POINT IS NORTH 2° 46' 30" WEST 432.02 FEET FROM THE INTERSECTION OF SAID
WESTERLY LINE WITH THE NORTH LINE OF SOUTH 200TH STREET;
THENCE NORTH 2° 46' 30" WEST ALONG SAID WESTERLY LINE 100.00 FEET;
THENCE EASTERLY TO A POINT ON THE WESTERLY LINE OF 28TH AVENUE SOUTH, WHICH POINT IS 100.00
FEET NORTHERLY OFTHE TRUE POINT OF BEGINNING;
THENCE SOUTH 2° 41' 05" EAST ALONG SAID WESTERLY LINE 100.00 FEET TO THE TRUE POINT OF
BEGINNING; ALSO
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSRIP 22
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF 28TH AVENUE SOUTH WITH TIE NORTHERLY
LINE OF SOUTH 200TH STREET, SAID POINT OF INTERSECTION BEING 20.00 NORTH AND 53.960 FEET WEST OF
THE SOUTHEAST CORNER OF SAID SUBDIVISION;
THENCE WEST ALONG SAID NORTHERLY LINE 339.30 FEET TO TRUE POINT OF BEGINNING;
SL~135-Tske PSE Take Doc Exh G Page No 11 and 12.doc Earl J. Bone 322/12
EXHIBIT G
Page No, 12
THENCE CONTINUING ALONG SAID NORTHERLY LINE 300 FEETTO A POINT ON THE WESTERLY LINE OF THE
EAST HALF OF THE SOUTH 25 ACRES OF SAID SUBDIVISION;
THENCE NORTH 2° 46° 30" WEST ALONG SAID WESTERLY LINE 430.37 FEET;
THENCE SOUTH 89° 45' 20" EAST 300.06 FEET;
THENCE SOUTH 2° 46’ 30" EAST 429.08 FEET TO THE TRUE POINT OF BEGINNING;
EXCEPT THE SOUTH 10 FEET THEREOF CONVEYED TO KING COUNTY FOR ROAD PURPOSES BY DEEDS
RECORDED UNDER RECORDING NUMBERS 4838298, 4838299 AND 4838300; ALSO
THE NORTH 72 FEET OF THE FOLLOWING DESCRIBED TRACT:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 22
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF 28TH AVENUE SOUTH WITH THE NORTHERLY
LINE OF SOUTH 200TH STREET, SAID POINT OF INTERSECTION BEING 20.00 NORTH AND 53.96 FEET WEST OF
THE SOUTHEAST CORNER OF SAID SUBDIVISION;
THENCE NORTH 2° 41' 05 WEST, ALONG SAID WESTERLY LINE, 427.60 FEET;
THENCE NORTH 89° 45° 20" WEST 240.03 FEET TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING NORTH 89° 45' 20" WEST 100.02 FEET;
THENCE SOUTH 2°46'30" EAST 429.00 FEET TO SAID NORTHERLY LINE OF SOUTH 200TH STREET,
THENCE EAST ALONG SAID NORTHERLY LINE 100.00 FEET;
THENCE NORTH 2°46'30" WEST 428.69 FEET TO THE TRUE POINT OF BEGINNING; ALSO
THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 22
NORTH, RANGE 4 EAST, WILLAMETTE MERIDIAN, IN KING COUNTY, WASHINGTON, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE WESTERLY LINE OF 28TH AVENUE SOUTH WITH THE NORTHERLY
LINE OF SOUTH 200TH STREET, SAID POINT OF INTERSECTION BEING 20.00 NORTH AND 53.960 FEET WEST OF
THE SOUTHEASTCORNER OF SAID SUBDIVISION;
THENCE NORTH 2° 41' 05" WEST ALONG SAID WESTERLY LINE 355.60 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE CONTINUING NORTH 2° 41* 05" WEST ALONG SAID WESTERLY LINE 72.0 FEET;
THENCE NORTH 89° 45’ 20" WEST 240.00 FEET;
THENCE SOUTH 2° 41° 05" EAST 72.00 FEET;
THENCE SOUTH 89° 45' 20" EAST 240.00 FEET TO THE TRUE POINT OF BEGINNING;
EXCEPT THOSE PORTIONS OF THE ABOVE-DESCRIBED PROPERTY CONDEMNED BY DECREE OF
APPROPRIATION FILED IN KING COUNTY SUPERIORCOURT CAUSE NUMBER 00-2-01428-7KNT AND
RECORDED UNDER RECORDING NUMBER 20001020000308.
Fee Take Area Acquired by Grantee :
ALL THAT PORTION OF THE ABOVE DESCRIBED GRANTOR'S PARCEL LYING EASTERLY OF THAT PROPERTY
CONDEMNED FOR STREET RIGHT-OF-WAY AND AWARDED TO THE CITY OF SEATAC BY DECREE OF
APPROPRIATION FILED IN KING COUNTY SUPERIOR COURT CAUSE NUMBER 00-2-01428-7KNT, RECORDED
UNDER RECORDING NUMBER 20001020000308
CONTAINING 79,446 SQUARE FEET, MORE OR LESS.
SL-135-Take PSE Take Doc Exh G Page No 11 and 12.doc Earl). Bone 3722/12
NWY, SEY SEC 4, T 22 N, R 4 £; WM.
lial
:
ltl 7
g45
—_— :
heme len]SE x E /
——— gr}
REFERENCE: K.C. SURVEY REC. NO. 2005121990002 | i i
Hh
i
CURVE DATA C1 | A=i'se's7" R=1886.66' | L~6574' | cHesOSt4E4E 65.74" |
LEGEND
— rm LIGHT RAIL TRANSIT WAY 40 0 40 80
— STREET RIGHT-OF-WAY CINE — NAD 83 (91)
STREET CENTER LINE NAVD 88
mot ome nn
mame. meme PLATED LOT LINE
eePROPERTY LINE
SCALE
PAR ASCE IN FEET
nn aramna are §EE JAKE LINE
'
em em am ee EASEMENT LINEPERMANENT 4
ee rm me ———EASE LINE TEMPORARY
FEE TAKE
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EASEMENT AREA:
&
FEE TAKE: 20,209 SF CONST. ESMT: 1qIyx3
REMAINING AREA: os g O
PARCEL MAP 440—SL~ | 57
—
ASSESSOR NO. 3445000085 DATE: 10/20/11 w
LIN & ASSOCIATES OWNER: PORT OF SEATTLE
BLOCK MO: N/A LOT NO: "
LINK LIGHT RAIL PROSCT CITY OF SEATAC KING COUNTY, WA
Exhibit G
Page No. 14
R/W No. SL157
PIN 3445000095
The Port of Seattle
Grantor’s Entire Parcel:
(According to Chicago Title Insurance Company Order No. 1317240, dated December 10, 2010.)
THE SOUTH HALF OF TRACT 11, HOMESTEAD PARK FIVE ACRE TRACTS, ACCORDING TO THE PLAT
THEREOF, RECORDED IN VOLUME 7 OF PLATS, PAGE 88, IN KING COUNTY, WASHINGTON;
EXCEPT THE WESTONE AND ONE-HALF ACRES;
AND EXCEPT THE SOUTH 82.5 FRET THEREOF;
AND EXCEPT THAT PORTION THEREOF DEEDED TO KING COUNTY FOR ROAD.
CONTAINING 20,209 SQUARE FEET, MORE OR LESS.
NWY SEY SEC 4, T 22 N, R 4 E; WM
S88°28'08' 248,)8
BCXXN RE Re aati |
= REET
4 on SS SR 2HA
RRR Rb SKKAKL=j
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on
LEGEND
—— a © LIGHT RAIL TRANSIT WAY 40 0 0%
-— STREET RIGHT-0F~WAY LINE | NAD 83 (81)
- gr NAVD 88
—_——— —— rs PLATTED LOT LINEcaLie I
ST or en ee RPARDLE
SCALE IN FEET
a ———— "XV YT
~~ = = = ~~ EASENENTLINEPERKANENT
fromm mmmaa EASEMENT LINE TEMPORARY
SOSA7 AEN abeq
FEE TAKE ¥Iqiyx3
Ie >
oN PARCEL AREA: 20,209 SF EASEMENT AREA: ‘ON 9
FEE TAKE: 20,209 SF CONS. ESVT:
REMAINING AREA: © SF
SOUNDTRANSIT Gl
PARCEL MAP ~~ 440-SL~158
y
ASSESSOR NO; 3445000008 DATE:
. 10/20/11
En OWNER: PORT OF SEATRE
LIN & ASSOCIATES
i"
I Block HO: N/A LOT NO:
LINK LIGHT RAIL PROJECT CITY OF SEATAC KING COUNTY, WA
Exhibit G
Page No. 16
R/W No, SL158
PIN 3445000098
The Port of Seattle
Grantor’s Entire Parcel:
(According to Chicago Title Insurance Company Order No. 1317240, dated December 10, 2010.)
THA'T PORTION OF THE SOUTH HALF OF TRACT 11,
HOMESTEAD PARK FIVE ACRES TRACTS,
ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME
7 OF PLATS, PAGE 88, IN KING
COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:
BEGINNING ATTHE SOUTHEAST CORNER OF SAID TRACT 11 AND
THENCE RUNNING NORTHERLY ALON GTHE EASTERLY BOUNDARY
OF SAID TRACT, A DISTANCE
OF 82 1/2 FEET;
THENCE WESTERLY PARALLEL WITH THE SOUTHERLY BOUNDARY
OF SAID TRACT 11 A
DISTANCE OF 250 FEET;
THENCE SOUTHERLY PARALLEL WITH THE WESTERLY BOUNDARY
OF SAID TRACT | 1, TOTHE
SOUTH BOUNDARY OF SAID TRACT;
THENCE ALONG SAID SOUTH BOUNDARY TO THE POINT OF BEGINNING;
EXCEPT THAT PORTION THEREOF DEEDED TO KING COUNTY FOR ROAD;
EXCEPT ANY PORTION THEREOF WHICH MAY BE WITHIN THE
WEST | % ACRES OF SAID SOUTH
HALF.
CONTAINING 20,209 SQUARE FEET, MORE OR LESS.
[
NOTE: This list
1 Delta Airlines Driveway 5 Pedestrian Access 9 UpperDriveExit 13 NorthAirportExpressway
not Des ws a Inclusive. R is i bent upon SHEET 1of 1 Po re
2 Airfield Gate E45 6 S 182nd Street Alrport Exit 10 South Parking Garage Exit 14 North Parking Garage Exit Sound Transit and it's contractor to make every effort
Sau i TErr . J”
3 Air CargoRoadSouth 7 S 182nd StreetAlrport Entrance ond
11 South Parking Garage Entrance 15 North Parking Garage Entrance Aviation
public and to maintain reasonable access toall airport Pleaning
.
4 SGT Lot& Service TunnelAccess 8 Lower Drive Exit 12 XGS Ramp Sie duecon trafficJorob4Erru March, 2012
H1
SOUNDTRANSITow EXHIBIT I
FEDERAL PROVISIONS
1. Applicability of Federal Grant Contract
1.1 The Memorandum of Agreement (the “Agreement”), to which these federal
provisions are attached, may be subject to one or more financial assistance
contracts between Sound Transit and the U.S. Department of Transportation
(DOT), which incorporate the current FTA Master Agreement and Circular
4220.1 as amended.
1.2 All contractual provisions required by DOT, as set forth in FTA Circular 4220.1,
as amended, and the Master Grant Agreement, are hereby incorporated by
reference. Anything to the contrary herein notwithstanding, all FTA mandated
terms shall be deemed to control in the event of a conflict with other provisions
contained in this Agreement. The Port of Seattle (the “Port”) shall not perform
any act, fail to perform any act, or refuse to comply with any Sound Transit
request that would cause Sound Transit to be in violation of the FTA terms and
conditions.
1.3 The FTA Master Agreement obligates Sound Transit to incorporate certain
provisions into this Agreement and any lower tier subcontracts at any level and to
take appropriate measures to ensure that the Port and its lower tier Subcontractors
at any level comply with certain applicable requirements set forth in the Master
Agreement. The following provisions of the FTA Master Agreement are hereby
incorporated by reference into this Agreement, and the Port shall comply with all
such requirements.
1.4 Copies of the FTA Circular 4220.1, as amended, and the Master Grant Agreement
are available from Sound Transit.
2. Federal Funding Limitation
The Port understands that a portion of the funds to pay for the Port's performance under
this Agreement are anticipated to be made available from the United States Department
of Transportation through the Federal Transit Administration (FTA). All such funds
must be approved and administered by FTA. Sound Transit's obligation hereunder is, in
part, payable from funds that are appropriated and allocated by FTA for the performance
of this Agreement. If such funds are not allocated, or ultimately are disapproved by FTA,
Sound Transit may be required to terminate or suspend the Port's services.
3. Recovered Materials
3.1 The Port agrees to comply with all the requirements of Section 6002 of the
Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962),
Rev: August 2012 Federal Provisions
Page 1
EXHIBIT I
SounDTRANSITow
including but not limited to the regulatory provisions of 40 CFR Part 247, and
Executive Order 12873, as they apply to the procurement of the items designated
in subpart B of 40 CFR Part 247.
3.2 These requirements flow down to the Port and all of its subcontractor tiers.
4. Energy Conservation
4.1 The Port agrees to comply with mandatory standards and policies relating to
energy efficiency which are contained in the state energy conservation plan issued
in compliance with the Energy Policy and Conservation Act.
4.2 These requirements extend to all third party contractors and their contracts at
every tier and subrecipients and their subagreements at every tier.
5. Federal Lobbying Restrictions
5.1 This Agreement is subject to Section 319, Public Law 101-121 (31 U.S.C. §1352)
and U.S. DOT regulations "New Restrictions on Lobbying," 49 CFR Part 20,
which prohibits Federal funds from being expended to influence or to attempt to
influence an officer or employee of any agency, members of Congress, an office
or employee of Congress or an employee of a Member of Congress in connection
with the awarding of any federally funded contract, the making of any Federal
grant or loan, or entering into any cooperative agreement and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant,
loan, or cooperative agreement.
5.2 Contractors and subcontractors at any time who apply or bid for an award of
$100,000 or more shall file the certification required by 49 CFR Part 20, "New
Restrictions on Lobbying." Each tier certifies to the tier above that it will not and
has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or any employee of a
member of Congress in connection with obtaining any Federal contract, grant or
any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the
name of any registrant under the Lobbying Disclosure Act of 1995 who has made
lobbying contacts on its behalf with non-Federal funds with respect to that Federal
contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are
forwarded from tier to tier up to the recipient.
5.3 The Port shall submit the "Certification Regarding Lobbying," included in the Bid
documents. The Port's signature on this certification shall certify that: a) it has
not engaged in the prohibited activity and b) the language of the certification shall
be included in all lower tier subcontracts, which exceed $100,000, and that all
Rev: August 2012 Federal Provisions
Page 2
Ch
EXHIBIT I
SOUNDTRANSIT
such subcontractors shall certify and disclose accordingly. Sound Transit is
responsible for keeping the certification form of the Port, who is in turn
responsible for keeping the certification forms of Subcontractors. Further, by
executing the Agreement, the Port agrees to comply with these laws and
regulations.
5.4 If the Port has engaged in any lobbying activities to influence or attempt to
influence the entering of this Agreement, the Port must disclose these activities. In
such a case, the Port shall complete Standard Form SF-LLL, "Disclosure of
Lobbying Activities." Sound Transit must also receive all disclosure forms.
5.5 The Port and any Subcontractors shall file a disclosure form at the end of each
calendar quarter in which there occurs any event that requires disclosure or that
materially affects the accuracy of a previously filed disclosure form. An event
that materially affects the accuracy of the information reported includes:
A. A cumulative increase of $25,000 or more in the amount paid or expected
to be paid for influencing or attempting to influence this federally funded
Agreement; or
B. A change in the person(s) influencing or attempting to influence this
federally funded Agreement; or
C. A change in the officer(s), employee(s) or member contracted to influence
or attempt to influence this federally funded Agreement.
6. Program Fraud And False Or Fraudulent Statements Or Related Acts
6.1 The Port acknowledges that the provisions of the Program Fraud Civil Remedies
Act of 1986, as amended, 31 U.S.C. § § 3801 et seq. and U.S. DOT regulations,
"Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions
pertaining to this Agreement. Upon execution of the underlying contract, the Port
certifies or affirms the truthfulness and accuracy of any statement it has made, it
makes, it may make, or causes to be made, pertaining to the underlying contract
or the FTA-assisted project for which this contract work is being performed. In
addition to other penalties that may be applicable, the Port further acknowledges
that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification, the Federal Government reserves the right
to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the
Port to the extent the Federal Government deems appropriate.
6.2 The Port also acknowledges that if it makes, or causes to be made, a false,
fictitious, or fraudulent claim, statement, submission, or certification to the
Federal Government under a contract connected with a project that is financed in
Rev: August 2012 Federal Provisions
Page 3
SOUNDTRANSITow EXHIBITI
whole or in part with Federal assistance originally awarded by FTA under the
authority of 49 U.S.C. § 5307, the Government reserves the right to impose the
penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Port, to the
extent the Federal Government deems appropriate.
6.3 The Port agrees to include the above two clauses in each subcontract financed in
whole or in part with Federal assistance provided by FTA. It is further agreed that
the clauses shall not be modified, except to identify the subcontractor who will be
subject to the provisions.
7. Anti-Kickback
7.1 Sound Transit, the Port and its subcontractors are required to comply with the
Copeland "Anti-Kickback" Act, 18 USC § 874 and 40 USC § 276(c), as
supplemented in U.S. Department of Labor regulations, 29 CFR Part 3. Under
state and federal law, it is a violation for Sound Transit, the Port and their
respective employees, proposers, bidders, contractors or subcontractors to accept
or offer any money or benefit as a reward for favorable treatment in connection
with the award of a contract or the purchase of goods or services.
7.2 "Kick-Back" as defined by Federal Acquisition Regulations (FAR), means any
money, fee, commission, credit, gift, gratuity, thing of value, or compensation of
any kind that is provided directly or indirectly to any prime contractor, prime
contractor employee, subcontractor or subcontractor employee for the purpose of
improperly obtaining or rewarding favorable treatment in connection with a prime
contractor in connection with a subcontract relating to a prime contract.
8. Civil Rights
The following requirements pertaining to nondiscrimination and civil rights apply to the
underlying contract:
8.1 Nondiscrimination
In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §
2000d, section 303 ofthe Age Discrimination Act of 1975, as amended, 42 U.S.C.
§ 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. §
12132, and Federal transit law at 49 U.S.C. § 5332, the Port agrees that it will not
discriminate against any employee or applicant for employment because of race,
color, creed, national original, sex, marital status, age, or disability. In addition,
the Port agrees to comply with applicable Federal implementing regulations and
other implementing requirements FTA may issue.
Rev: August 2012 Federal Provisions
Page 4
or
EXHIBIT I
SounDTRANSIT
8.2 Equal Employment Opportunity
The following equal employment opportunity requirements apply to the
underlying contract:
A. Race, Color, Creed, National Origin, Sex
In accordance with Title VII of the Civil Rights Act, as amended, 42
U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Port
agrees to comply with all applicable equal employment opportunity
requirements of U.S. Department of Labor (U.S. DOL) regulation, "Office
of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which
implement Executive Order No. 11246, "Equal Employment
Opportunity," as amended by Executive Order No. 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity,” 42
U.S.C. § 2000e note), and with any applicable Federal statutes, executive
orders, regulations, and Federal policies that may in the future affect
construction activities undertaken in the course of the Project. In addition,
the Port agrees to comply with any implementing requirements FTA may
issue.
As required by 41 CFR 60-1.4, during the performance of this Agreement,
the Port agrees as follows:
(a) The Port will not discriminate against any employee or applicant
for employment because of race, color, religion, sex, marital status,
or national origin. The Port will take affirmative action to ensure
that applicants are employed, and that employees are treated during
employment without regard to their race, color, religion, sex,
marital status, or national origin. Such action shall include, but not
be limited to the following: employment, upgrading, demotion, or
transfer; recruitment or recruitment advertising; layoff or
termination; rates ofpay or other forms of compensation; and
selection for training. The Port agrees to post in conspicuous
places, available to employees and applicants for employment,
notices to be provided setting forth the provisions of this
nondiscrimination clause.
(b) The Port will include the portion of the sentence immediately
preceding paragraph 1.a and the provisions of paragraphs 1.a
through 1.f in every subcontract or purchase order unless exempted
by rules, regulations, or orders of the Secretary of Labor issued
pursuant to section 204 of Executive Order 11246, as amended, so
Rev: August 2012 Federal Provisions
Page 5
or
EXHIBIT I
SOUNDTRANSIT
that such provisions will be binding upon each subcontractor or
vendor. The Port will take such action with respect to any
subcontract or purchase order as the administering agency may
direct as a means of enforcing such provisions, including sanctions
for noncompliance, provided, however, that in the event a Port
becomes involved in, or is threatened with, litigation with a
subcontractor or vendor as a result of such direction by the
administering agency the Port may request the United States to
enter into such litigation to protect the interests of the United
States.
(c) The Port and its Subcontractors shall include the equal
employment opportunity clause set forth in paragraph 1.a above in
each of their non-exempt Subcontracts.
Age
In accordance with section 4 of the Age Discrimination in Employment
Act of 1967, as amended, 29 U.S.C. §§ 623 and federal transit law at 49
U.S.C. § 5332, the Port agrees to refrain from discrimination against
present and prospective employees for reason of age. In addition, the Port
agrees to comply with any implementing requirements FTA may issue.
Disabilities
In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. § 12112, the Port agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission,
"Regulations to Implement the Equal Employment Provisions of the
"Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to
employment of persons with disabilities. In addition, the Port agrees to
comply with any implementing requirements FTA may issue.
(a) The Port shall not enter into any Subcontract with any person or
firm debarred from Government contracts pursuant to Executive
Order 11246.
(b) The Port shall carry out such sanctions and penalties for violation
of these specifications and of the Equal Opportunity Clause,
including suspension, termination and cancellation of existing
subcontracts as may be imposed or ordered pursuant to Executive
Order 11246, as amended, and its implementing regulations, by the
Office of Federal Contract Compliance Programs. Any Port who
fails to carry out such sanctions and penalties shall be in violation
of these specifications and Executive Order 11246, as amended.
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(©) The Port also agrees to include, at a minimum, these requirements
in each subcontract financed in whole or in part with Federal
assistance provided by FTA, modified only if necessary to identify
the affected parties.
D. Flow Down
The Civil Rights requirements flow down to the Port and its
subcontractors at every tier.
Certification Regarding Debarment, Suspension And Other Responsibility Matters
9.1 This contract is a covered transaction for purposes of 49 CFR Part 29. As such,
the Port is required to verify that the Port, its principals, as defined at 49 CFR
29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as
defined at 49 CFR 29.940 and 29.945.
9.2 The Port is required to comply with 49 CFR 29, Subpart C and must include the
requirement to comply with 49 CFR 29, Subpart C in any lower tier covered
transaction it enters into.
9.3 By signing and submitting its Bid, the Bidder certifies as follows.
The certification in this clause is a material representation of fact relied upon by
Sound Transit. If it is later determined that the Bidder knowingly rendered an
erroneous certification, in addition to remedies available to Sound Transit, the
Federal Government may pursue available remedies, including but not limited to
suspension and/or debarment. The Bidder agrees to comply with the requirements
of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any
contract that may arise from this offer. The Bidder further agrees to include a
provision requiring such compliance in its lower tier covered transactions.
10. Buy America Requirements
10.1 The Port agrees to comply with the requirements of section 165(a) of the Surface
Transportation Assistance Act of 1982, as amended, and the applicable
regulations in 49 CFR Part 661, which provide that federal funds may not be
obligated unless steel, iron and manufactured products used in FTA-funded
projects are produced in the United States, unless a waiver has been granted by
the FTA or the product is subject to a general waiver. General Waivers are listed
in 49 CFR 661.7.
10.2 A bidder or offeror on the Port’s subcontracts must submit to the Port the
appropriate Buy America certification, attached herein, with all bids or offers on
FTA-funded contracts, except those subject to a general waiver. Bids or offers
that are not accompanied by a completed Buy America certification must be
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rejected as nonresponsive. This requirement does not apply to lower tier
subcontractors
10.3 Whether or not a bidder certifies that it will comply with the applicable
requirement, the bidder will be bound by its original certification and is not
permitted to change its certification after the time that the bid is submitted, except
for clerical error. A bidder that certifies that it will comply with the applicable
Buy America requirements may not change its certification at any point, and is
not eligible for waiver of those requirements. (Buy America Regulations, 49 CFR
Part 661.13(c))
10.4 If the Bidder is unable to certify compliance, but believes that it may qualify for
an exception to the requirement consistent with section 165(a) of the Surface
Transportation Assistance Act of 1982, as amended, the Port, on behalf of the
bidder, will tender the request for exception(s) to FTA for review and approval.
Sound Transit does not warrant that any such request will be acted upon in
accordance with the bidder's time frame. Failure to achieve an exception will not
relieve the bidder of its responsibilities under this Section.
11. Cargo Preference
Pursuant to 46 CFR Part 381, the Port agrees:
11.1 To utilize privately owned United States flag commercial vessels to ship at least
50 percent of the gross tonnage (computed separately for dry bulk carriers, dry
cargo liners, and tankers) involved, whenever shipping any equipment, materials,
or commodities pursuant to this Agreement, to the extent such vessels are
available at fair and reasonable rates for United States flag commercial vessels.
11.2 To furnish within twenty (20) Days following the date of loading for shipments
originating within the United States, or within thirty (30) Business Days following
the date of loading for shipment originating outside the United States, a legible
copy of a rated, commercial ocean bill of lading in English for each shipment of
cargo described in paragraph A above to Sound Transit (through the Port in the
case of subcontractor bills of lading) and to the Division ofNational Cargo,
Office of Market Development, Maritime Administration, 400 Seventh Street, SW,
Washington, D.C., 20590, marked with appropriate identification of the Project.
11.3 To insert the substance of the provisions of this clause in all subcontracts issued
pursuant to this Agreement.
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11.4 The Port must properly execute and submit the "Cargo Preference Certificate”
which is included in the Contract Documents, if applicable.
12. Fly America Requirements
The Port agrees to comply with 49 U.S.C. § 40018 (the "Fly America" Act) in accordance
with the General Services Administration's regulations at 41 CFR Part 301-10, which
provide that recipients and subrecipients of Federal funds and their contractors are
required to use U.S. Flag air carriers for U.S. Government-financed international air
travel and transportation of their personal effects or property, to the extent such service is
available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly
America Act. The Port shall submit, if a foreign air carrier was used, an appropriate
certification or memorandum adequately explaining why service by a U.S. flag carrier
was not available or why it was necessary to use a foreign air carrier and shall, in any
event, provide a certificate of compliance with the Fly America requirements. The Port
agrees to include the requirements of this Section in all subcontracts that may involve
international air transportation.
13. No Obligation by the Federal Government
13.1 In connection with this Agreement, the Federal Government shall have no
obligations or liabilities to the Port or any subcontractor or supplier at any tier that
is not a party to the Grant Agreement that includes this Agreement.
Notwithstanding that the Federal Government may have concurred in or approved
the solicitation for this Agreement, the Federal Government is not a party to this
Agreement and has no obligations or liabilities to any entity other than Sound
Transit, including the Port and its Subcontractors and Suppliers at any tier.
13.2 The Port agrees to include the above clause in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the
clause shall not be modified, except to identify the subcontractor who will be
subject to its provision.
14. Clean Water
14.1 The Port agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. The Port agrees to report each violation to Sound Transit and
understands and agrees that Sound Transit will, in turn, report each violation as
required to assure notification to FTA and the appropriate EPA Regional Office.
14.2 The Port also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
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15. Clean Air
15.1 The Port agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §.§ 7401 et seq. The
Port agrees to report each violation to Sound Transit and understands and agrees
that Sound Transit will, in turn, report each violation as required to assure
notification to FTA and the appropriate EPA Regional Office.
15.2 The Port also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
16. Seismic Safety
The Port agrees that any new building or addition to an existing building will be
constructed in accordance with the standards for Seismic Safety required in Department
of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to
compliance to the extent required by the regulation. The Port also agrees to ensure that all
work performed under this contract including work performed by a subcontractor is in
compliance with the standards required by the Seismic Safety Regulations and the
certification of compliance issued on the project.
17. Changes In Governmental Regulations
17.1 In the event local, state or federal laws or regulations were not announced or
enacted at the time of bid, and such laws or regulations make standards more
stringent or compliance more costly under this Agreement, the Port shall notify
Sound Transit in writing of such laws or regulations and their effects on the scope,
schedule and budget of the Work promptly after the Port first became aware of the
laws and regulations and prior to incurring any such expenses.
17.2 Sound Transit will make a determination as to whether the Port should be
reimbursed for any such expenses or any time extensions should be granted in
accordance with the General Conditions.
17.3 Inthe event any governmental requirements are removed, relaxed or changed in
any way after the date of contract award so as to make the Port's Work less
expensive, or less difficult, then Sound Transit shall have the option either to
require the Port to perform pursuant to the more rigorous requirements or issue a
change order to incorporate the revised governmental requirements and deduct an
appropriate value for the work not performed. Sound Transit shall give the Port
notice of Sound Transit's determination.
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18. Electronic and Information Technology
When providing reports or other information to Sound Transit, or to the FTA, among
others, on behalf of Sound Transit, the Port agrees to prepare such reports or information
using electronic or information technology capable of assuring that the reports or
information delivered will meet the applicable accessibility standards of Section 508 of
the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and U.S. ATBCB
regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R.
Part 1194.
19. Disadvantaged Business Enterprise Program
In addition to the Port’s Disadvantaged Business Enterprise Program provisions, the Port
shall comply with the following requirements:
19.1 As arecipient of financial assistance from the federal Department of
Transportation (DOT), through the Federal Transit Administration (FTA), Sound
Transit developed and administers a Disadvantaged Business Enterprise (DBE)
Program in accordance with 49 Code of Federal Regulations (CFR) Part 26. The
Port shall review and comply with applicable provisions in 49 CFR Part 26.
19.2 The Port shall comply with the following assurance:
The Port shall not discriminate on the basis of race, color, national origin, or sex
in the performance of this Agreement. The Port shall carry out applicable
requirements of 49 CFR Part 26 in the award and administration of DOT-assisted
contracts. Failure by the Port to carry out these requirements is a material breach
of this Agreement, which may result in the termination of this Agreement or such
other remedy as Sound Transit deems appropriate.
19.3 The Port shall include in each subcontract it awards pursuant to this Agreement
the following assurance:
“The subcontractor shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this subcontract. The subcontractor shall
carry out applicable requirements of 49 CFR Part 26 in the award and
administration of DOT-assisted contracts. Failure by the subcontractor to carry
out these requirements is a material breach of this subcontract, which may result
in the termination of this subcontract or such other remedy as the Port or Sound
Transit deems appropriate.”
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20. No Texting While Driving
20.1 Port shall comply with Executive Order No. 13513, Federal Leadership on
Reducing Text Messaging While Driving, October 1, 2009, 23 U.S.C.A. § 402
note, and DOT Order 3902.10, Text Messaging While December 30, 2009. Port
shall:
A. Adopt and enforce workplace safety policies to decrease crashes caused by
distracted drivers including policies to ban text messaging while driving;
B. Port-owned or Port-rented vehicles or Government-owned, leased or
rented vehicles;
C. Privately-owned vehicles when on official Project related business or
when performing any work for or on behalf of the Project; or
D. Any vehicle, on or off duty, and using an employer supplied electronic
device.
E. Conduct workplace safety initiatives in a manner commensurate with the
Port's size, such as.
(a) Establishment ofnew rules and programs or re-evaluation of
existing programs to prohibit text messaging while driving; and
(b) Education, awareness, and other outreach to employees about the
safety risks associated with texting while driving.
20.2 "Driving" is defined as operating a motor vehicle on a roadway, including while
temporarily stationary because of traffic, a traffic light, stop sign, or otherwise.
"Driving" does not include being in your vehicle (with or without the motor
running) in a location off the roadway where it is safe and legal to remain
stationary.
20.3 "Text Messaging" is defined as reading from or entering data into any handheld or
other electronic device, including for the purpose of short message service texting,
e-mailing, instant messaging, obtaining navigational information, or engaging in
any other form of electronic data retrieval or electronic data communication. The
term does not include the use of a cell phone or other electronic device for the
limited purpose of entering a telephone number to make an outgoing call or
answer an incoming call, unless the practice is prohibited by State or local law.
20.4 Port shall include this provision in all subcontracts at all tiers.
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21. Prevailing Wages
21.1 This Agreement is subject to Chapters 39.12 and 49.28 RCW, amendments
thereto, and regulations issued thereunder, relating to Washington Department of
Labor & Industries ("L&I") prevailing wage requirements. This Agreement also
requires compliance with Davis-Bacon Act, 40 U.S.C. Sections 3141 et seq., and
its implementing regulations, “Labor Standards Provisions Applicable to
Contracts Governing Federally Financed and Assisted Construction,” 29 CFR Part
5. This Agreement, or portions thereof, may be subject to both Davis-Bacon
Wage Rates and State of Washington Prevailing Wage Rates, in which case the
higher of the wage rates and fringe benefit schedules shall apply.
21.2 The State of Washington prevailing wage rates applicable for this public works
project, which is located in King County, may be found at the Department of
Labor and Industries’ website:
(http://www.Ini.wa.gov/TradesLicensing/PrevWage/default.asp). Based on the
date of this Agreement, the applicable effective date for prevailing wages for this
project is August 1, 2012. A copy of the applicable prevailing wage rates are also
available for viewing at Sound Transit’s office, located at 401 S. Jackson St.,
Seattle, Washington. Upon request, The Port will mail a hard copy of the
applicable prevailing wages for this project. A copy of the current federal DOL
rates is included in Attachment One — Davis Bacon Wage Rates. If employing
labor in a class not listed in such schedule(s), the contractor shall require the
industrial statistician to determine the correct wage rate for that class and locality.
21.3 Contractor shall examine and be familiar with such requirements. No claim for
additional compensation will be allowed that is based upon lack of knowledge or
error in interpretation of any such requirements by the Contractor or a failure to
include in the Contractor's bid price adequate increases, if applicable, in such
wages during the performance of this Contract.
21.4 Required Documents: Pursuant to Chapter 39.12 RCW, the Contractor and each
subcontractor shall submit the following documents to the Port:
A. Before payment is made by the Port, the Contractor and each
Subcontractor shall submit a “Statement of Intent to Pay Prevailing Wages”
that has been approved by the industrial statistician of the Department of
Labor and Industries.
B. With each request for payment, the Contractor shall submit a statement
that prevailing wages have been paid in accordance with the “Statement of
Intent to Pay Prevailing Wages” filed with the Port.
C. Following Final Acceptance of the Work and before funds retained
according to RCW 60.28.010 are released to the Contractor, the
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Contractor and each subcontractor shall submit an “Affidavit of Wages
Paid” that has been approved by the industrial statistician of the
Department of Labor and Industries.
Any fees charged by the Department of Labor and Industries for filing the
“Statement of Intent to Pay Prevailing Wages” and the “Affidavit of
Wages Paid” shall be paid by the Contractor and each subcontractor, as
applicable; if Sound Transit pays such fees for any reason, then the
Contractor shall be charged the amounts thereof, and shall remit the same
to Sound Transit.
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