Item N0.      60 Attach 1

Date Of Meeting  February 14, 2012

INTERGOVERNMENTAL AGREEMENT
v                             BETWEEN THE
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY
' AND THE PORT OF SEATTLE
REGARDING PLANNING AND DESIGN-SERVICES
FORTHE SOUTH ACCESS AND SOUTH LINK PROJECTS

THIS Agreement is made this   M   ,             [0642010 between the
day of "g g f A__/u
Central Puget Sound Regional Transit Authority (hereinafter referred to as "Sound Transit" or
the "P0rt").
"ST") and the Port Of Seattle, a municipal corporation (hereinafter referred to as
_
RECITALS

ST2
WHEREAS, subject to the availability of funding consistent with the voter approved
the Central Link Light
plan, Sound Transit is evaluating the possibility Of accelerating extension of
i200til Street
Rail System ('fLink") from the SeaTac/Airport Station tO'a newvstation at South
(hereinaer referred to as the "South Link'? project); and
elements
WHEREAS, a portion ofthe proposed South Link rail alignment is co-located with
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ofthe Port's planned roadways extending 'from the Terminal and the North Airport Expressway to
the future extension of SR 509 to I~5 (hereinaer referred to as the "South Access" project); and

WHEREAS, as part of implementing the South Link project, the Parties desire further
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denition Of the South Access project through a roadway systems planning effort which advances
the design ofboth projects; and

"        WHEREAS, the Parties will derive benet from theadditional information and


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documentation produced through this effort.
.NOW THEREFORE, the parties enter into this Agreement as provided herein.

1.     PURPOSE
advance the V
The purpose Ofthis'Agreement is to document the PaIties' intent to work together to
for the
design of the South Link and South Access projects and to dene cost~sharing responsibility
planning and design work tO be performed.

COOPERATION AND GOOD FAITH EFFORTS

2.1   Both parties acknowledge that the success of the regional transportation program
requires their willingness to work collaboratively to achieve the goals and objectives
articulated in this Agreement. The Parties understand and agree that 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 with
regard to any aspect of the work should occur as early as possible in the process. Each party
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agreesto work cOoperatively and in good faith toward resolution of any such issues.

2.2   Each Party shall be responsible for the quality, technical accuracy, timeliness and
coordination of all work products and services performed by such Party, its employees and
consultants pursuant to this Agreement. All work products and services performed under
this Agreement shall be performed in accordance with any 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.

COSTS AND SCOPE

3.1   The Parties agree that the Scope ofWork, attached and incorporated herein as
I
Exhibit A, is an accurate representation of the level of effort required to advance the -
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planning and design of the South Link and South Access projects. The Parties estimate that
the total cost to'complete the Work described in Exhibit A will not exceed Six Hundred-
'Thousand Dollars ($600,000) and have agreed to split the cost ofthis work on a 50/50 basis
except as noted on Exhibit A. Sound Transit shall reimburse the Port for 50%. of the actual
costs incurred for completion of the work described in Exhibit A, up to but not to exceed
Three Hundred Thousand Dollars ($300,000) plus, if applicable, any Business and
Occupation Tax ("B & '0") tax imposed by the State upon the Port pursuant to paragraph
3.4. Once the Parties have completed trafc modeling and roadway planning, the-Port and
Sound Transit will Collaborate on an iterative process to coordinate South Access roadways
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and South Link design. The Parties shall work cooperatively to manage and control the cost
ofthe work described1n Attachment A

3.2   The
Parties
recognize that in order to advance the design of the South Link project,
Sound Transit may require Port staffreview of plans and other. coordination om
departments such as'Facilities and Infrastructure, Maintenance, Environmental, and Fire.
Sound Transit shall reimburse the Port for its staff time attributed to work performed, as
mutually agreed in advance by the Parties, for a total amount ofup to but not to exceed .
Twenty Five Thousand Dollars ($25,000) plus, if applicable, any B & 0 tax imposed by the
State upon the Port pursuant to paragraph 3.4. The $25,000 and the B & 0 tax- is in addition
to the not to exceed Three Hundred Thousand ($300,000) amount referenced in Section 3;1
of this Agieement. The Paities agree that Sound Transit shall not be required to reimburse
the P01": for the liaison from the Port Project Management G1cup and Planning assigned to
assist in coordinating design of the South Link and South Access projects

3.3   The Parties acknowledge that federal funding will not be used to pay for the work
described in this Agreement; therefore, it is not necessary to include federal requirements in
this Agreement. '

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3.4   If State ofWashington requires the Port to pay B&O tax for the work performed by
the Port pursuant to this Agreement, Sound Transit shall reimburse the Port for the B & 0
tax imposed by the State.

SCHEDULE

4.1   Sound Transit's proposed schedule for completing the South Link project by the end
of'2015, anticipates that cost estimates and schedule renements will be complete by the end
of February 2011. Completion of this work will require preliminary design of the roadway,
aerial guideway, utility relocations, and other signicant elements affecting cost and
schedule. The Parties agree to strive to complete the required design work1n a timely
manner to advance cost estimating and schedule renement

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4.2   The Port shall strive to complete all work described in Exhibit A in a timely manner
to facilitate the proposed South Link project schedule. The Parties acknowledge that timely
completion of this work is in part dependent on the timely execution of the work to be
performed by Sound Transit and the collaborative efforts of the parties to dene elements of
the South Link alignment and roadways.

43  In order to meet the proposed schedule, the Parties agree to strive to develop
sufcient cOnceptual roadway and track designs within six weeks of execution ofthis
Agreement and begin the process of environmental documentation of signicant changes to
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the South Link project from what was described in the May 2005 Airport Link '
A
Environmental Assessment.

4.5   The Parties recognize that further advancement of the South Link project to nal
design and construction will depend on review by both Parties of the results of the trafc
modeling and analysis performed by the Port. If adjustments ofthe light rail alignment
design are determined necessary to accommodate changes to the roadway design as required
for conformance with the trafc analysis, the Parties acknowledge that adjustments to the
baseline construction cost estimates and schedules for the South Link project may be
required.

5.    GENERAL TERMS

The following general terms are appliCable to this Agreement:

51  Indemnication. To the extent permitted by law, the Parties to this Agreement shall
protect, defend, indemnify, and save harmless the other Party, and its ofcers, ofcials,
employees, and agents, while acting within the scope oftheir employment, from any and all
- costs, claims; demands, judgments, damages, or liability of any kind including injuries to
persons or damages to property, which arise out of, or in any way result from, or are
connected to, or are due to any acts or omissions of the indemnifying Party. No Party shall
be required to indemnify, defend, or save harmless the other Party if the claim, suit, or
action for injuries, death, or damages is caused by the sole negligence ofthe Party Seeking
indemnication. Where suCh claims, suits, or actions result from cOncurrent negligence of
the Parties, the indemnity provisions provided herein shall be valid and enforceable only to
the extent of the Party's own negligence. Each Party agrees that its obligations under this
indemnication section 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, each Party, by mutual
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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 of any claims, demands, actions and lawsuits, the indemnifying Party
upon prompt notice from the other Party shall assume all costs of defense thereof, including .
legal fees incurred by the other parties, and of all resulting judgments that may be obtained
against the other Party. This indemnication shall survive the termination ofthis
Agreement.

5.2  ' Payment Due. Sound Transit shall
pay the Port for work performed by the P01t
under this Agreement upon the satisfactory completion of actual work performed as
.  completed and described under this Agreement and upon receipt of an invoice with
supportingdocumentation as described in Section 5.3 of this Agreement. Sound Transit
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shail not transfer nor be obligated to transfer any funds in advance of the completion of the
.  actual work described in this Agreement. The Port shall invoice Sound Transit on a monthly
basis for work performed under this agreement. The Parties acknowledge that work
described in Attachment A will be performed as needed at the direction ofthe Port and will
likely be spread out over several invoice periods. The Parties further acknowledge that
Sound Transit reimbursement will not be dependent on the delivery of discrete work
products.

5.3  ' Invoices and Payment. Sound Transit shall pay the Port within thirty (30) calendar
days of receipt ofproperly submitted invoice. The Port shall submit all invoices and
supporting documentation necessary to verify the actual costs it incurred in completing its
responsibilities under this Agreement to: Sound Transit, Accounts Payable, 401 South
Jackson, Seattle, Washington 98104-2826. Invoices shall bear the name and address of the
party's Designated Representative, and reference this Agreement.

5.4   Reports and Documentation. Sound Transit may require the Port to submit
financial documents to satisfy requests from federal funding agencies for information to

comply with Sound Transit's funding requirements, including, but not limited to: (1) work
statements or payroll records, (2) invoices for materials and supplies, (3) statements from
professionals for services rendered, and (4) an itemized listing of the charges supported by
copies of original bills, invoices, expense accounts, and miscellaneous supporting data
retained by the Port.

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5.5   Availability of Records. All records kept by the Port in support of all costs incurred
and actual expenditures in performing services pursuant to the terms of this Agreement shall
be open to inspection bySound Transit or its federal funding agency during normal business
hours, and shall be retained and made available for such inspection for a period ofnot less
than six (6) years from final payment of funds under this Agreement to the Port. Copies of
these records shall be furnished to Sound Transit and/or its federal funding agency upon
request. This requirement shall be included in all subcontracts related to the work entered
- into by the Port to ilflll the terms of this Agreement.

5.6   Audit. If an audit is requested by Sound Transit or its federal funding agency, the
Port shall cooperate fully with the auditor chosen by Sound Transit or by the federal funding
agency If an auditis required, the Port will provide documentation of all costs incurred in
performing services pursuant to the terms of this Agreement In the event that an audit nds
that Sound Transit has overpaid the Port for services performed under this Agreement, the
of the
excess amount will be repaid by the Port to Sound Transit within thirty (30) days
conclusion of the audit. -

5.7   Contract Administration.  The Parties shall coordinate their respective design
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efforts for the South Access and South Link projects. To illl their respective '
responsibilities under this Agreement, each Party shall be solely respOnsible for the
administration of and the completion and quality ofwork performed under any contracts
executed by the Party. Except as provided in this Agreement, no contract executed by a
Party shall obligate the other Party to the conditions of the Contract. Any claims arising out
ofthe separate contracts ofeach Party for work under this Agreement are the sole
responsibility of the Party executing and administering such separate contracts. All
contracts shall comply with all applicable public works and procurement laws and
regulations, including, but not limited to, applicable bonding, prevailing wage,
nondiscrimination, retainage, insuranCe, and workers compensation requirements.
' 5.8   Dispute Resolution. The Parties will work collaboratively in accordance with the
following steps to resolve disagreements arising from activities performed under this
Agreement Disagreements will be resolved promptly and at the lowest level of authority
The Designated Representatives shall use their best efforts to resolve disputes andissues
arising out of or related to this Agreement Each Designated Representative shall notify the
otherin Writing of any problem or dispute the Designated Representative believes needs
formal resolution. This written notice shall include: (i) a description oftheissue to be
resolved; (2) a description of the difference between the Parties on theissue; and (3) a
summary of steps taken by Designated Representative to resolve theissue. In the event the
Designated Representatives cannot resolve the dispute within fourteen (14) days of receipt
and thePort of
. of the notice, the Sound Transit Chief Executive Officer or his/her designee

Seattle Managing Director, Aviation Division
or her/his designee shall engage ingood faith
negotiations to resolve the dispute.

The'Parties agree that they shall have no right to seek relief under this Agreement in a court
of law until they have folloWed the dispute resolution procedure described above. If any
applicable statute of limitations will or may run during the time that may be required to
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exhaust the procedural steps set forth above, the Parties agree to seek an order to suspend
any proceeding led in a coult oflaw while they satisfy the procedural steps set forth above.

TERMINATION FOR DEFAULT

6.1   Either Party may terminate this Agreement, in whole or in part, in writing, if the
other Party substantially fails to llll any or all of its obligations under this Agreement
through no fault of the other party, provided that insofar as practicable, the Party terminating
the Agreement will provide: (1) Written'notice of intent to terminate at least thirty (30) days
prior to the date of termination stating the manner in which the other Party has failed to
perform the obligations under this Agreement; and (2) An opportunity for the other Party to
cure the default within at least thirty (30) days of notice ofthe intent to terminate. _In' such
case, the Notice of Termination will state the time period in which cure is permitted and any
other appropriate conditions. In the event that the Parties decide to terminate this
Agreement, Sound Transit shall pay the Port for all work performed by the Port under this
Agreement until such time as the Port received notication of tennination of this Agreement
from Sound Transit. Notice oftermination shall be communicated in writing to the Parties'
respective Designated Representatives.

6.2   If the other party fails to remedy the default or the breach to the satisfaction .of the
other Party within the time period established in the Notice of Termination or any extension
thereof granted by the Party not at fault, this Agreement shall be deemed terminated. '

GENERAL PROVISIONS

7.1   Governing Law and Venue. This Agreement shall be governed by the laWs of the
State ofWashington Any action arising out ofthis Agreement shall be brought1n King
County Superior Court.

_7.2    No Employment Relationship Created. The Parties agree that nothing in this
Agreement shall be construed to create an employment relationship betweenthe Port and
,
any employee, agent, representative or contractor of Sound Transit.

7.3   N0 Agency. No separate entity is created by this Agreement. No joint venture or
partnership is formed as a result of this Agreement. No employees, agents or subcontractors
of one party shall be deemed, or represent themselves to be, employees of the other party.

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7.4   No Third Party Rights. It is understood and agreed that this Agreementis solely
for the benet of the Parties hereto and gives no right to any other party. Nothing in this

Agreement, Whether express or implied, is intended to confer any rights or remedies under
or by reason of this Agreement on any persons other than the Parties.
7.5   Severability. If any of the terms and conditions of this Agreement are determined to
be invalid or unenforceable by a court of competent jurisdiction, the remaining terms and
conditions unaffected thereby shall remain in full force and effect.

7.6   Designated Representatives. The Designated Representative for the Port shall be
the Port Planner, Tom Hooper. The Designated Representative for sound Transit shall be
the Sound Transit South Link Engineering Manager, Rod Kempkesf The Parties may
unilaterally change their Designated Representatives by sending written notice to the other
party as provided in this Agreement.

77  Notices. All notices to be provided under this Agreement shall be in Wiiting and
shall be hand-delivered or sent by US Mail, and shall be deemed received upon delivery or,
in the case of notice sent by mail, ve (5) days after depositin the US Mail         ~

Notices to the Port shall be sent to the following address:

Port ofSeattle
P.0. Box 1209
Seattle, WA 98111

Notices to Sound Transit shall be sent to the following'address:

Sound Transit
c/o Department ofDeszgn Engineering and Construction Management
401 S. Jackson -
,
Seattle, WA 98104

7.8   Calculation of Time. Time is ofthe essence in every provision of this Agreement.
Unless othelwise 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.

7.9   Entire Agreement. This Agreement, including its Recitals and Exhibits, embodies
the Parties" entire Agreement on the matters covered by it, except as supplemented by
subsequent amendments to this Agreement. All prior negotiations and draft written
agreements are superseded by this Agreement. This Agreement may be amended only by a.
written instrument executed by each of the Parties hereto.

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7.10  Execution of Agreement. This Agreement may be executed in two (2) counterparts,
any one ofwhich shall be regarded for all purposes as one original, and all counterparts
together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto hereby agree to the teims and conditions of this
Agreement as ofthe date rst written above.

For the Port of Seattle:


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an
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arl
Title:  Chief xecutive Ofcer

Approved as to Penn:
(blt'l K)  % / Wad/,3
By: '. Traci . Goodwin . Stephen G. Sheehy
Title:  Senior Port Counsel                   Title:  Sound Transit Legal Counsel
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Attest:

By:
Title:

EXHIBIT A
South Access and South Link PrOjects
Scope of Work

This effort will assist the Port in dening future roadways to approximately a 15% design level in
28th Avenue South
the area from the Airport terminal drives to the intersection of S. 188ml Street and
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(known as the South Access project). These future roadways are collocated with the planned
extension of Sound Transit's South Link project in this area. This effort will be coordinated with
Sound Transit's efforts to advance the design of the South Link project from the SeaTac/Airport
station to S. 200""1 Street. To facilitate Sound Transit's design effort, further denition of the future
South Airport Expressway may be needed to identify roadway elements to be included as part of the
South Link project design and construction. Planning and preliminary design of the South Airport
in a design that is
Expressway will ensure that future airport facilities' needs can be accommodated
South Airport
- compatible with South Link project constmction prior to construction cf the
Expressway.
For the purposes of this Agreement, the work described below will be limited to What is needed to
adequately coerdinate design of Pelt roadways with design of South Link. This includes all work
of alternative South Link alignments
necessary to determine construction and operational impacts
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and roadway congurations. Any work performed by the Port in addition to what is needed to
not eligible for
develop and evaluate alternatives and advance the South Link design is
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reimbursement by Sound Transit. -

Scope ofWork

Task 1: Trafc Analysis

0  Working from assumptions regarding base year trafc volumes, vehicle types, mode splits,
will be
and data from recent trafc studies conducted for Port roadways, a trafc model
developed and calibrated with regional data to determine level of sen/ice for key
intersections and lane requirements for conceptual roadways.

Task 2: Conceptual Roadways Design Renement

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6  Alternative roadway layouts will be developed that accommodate the access and capacity
needs of existing and future facilities in an iterative process that considers alternative South
Link alignments. Analysis will include compliance with roadway standards, optimization of
trafc ow, and verication that the vertical and horizontal geometry ofroadways can
accommodate vehicle types accessing existing and future facilities.

Task 3: Geotechnical

Conduct a geotechnical assessment within the study area. This involves review of existing
0
documentation _ no eld investigation is anticipated.
Task 4: Conceptual Roadways Alternatives Evaluation

0  Alternative roadway layouts will be evaluated both quantitatively and qualitatively for order
of magnitude cost, operational efciency, ease of access, impact to adjacent land uses,
operational impacts, and constructability.



















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