8m. Attachment

Project Administration Agreement with Sound Transit

Item No:          8m_attach 
Meeting Date:    April 26, 2022 
GA 0214  20 
PUGET SOUND REGIONAL TRANSIT AUTHORITY, a regional transit authority organized
under 81.112 RCW ("Sound Transit"), and the PORT OF SEATTLE, a Washington municipal
corporation (the "Port") (collectively, the "Parties" and each individually a "Party") 
A.     The West Seattle and Ballard Link Extensions (WSBLE) Project ("Project") is an
approximately 11.8-mile Link light rail expansion from downtown Seattle to West
Seattle's Alaska Junction neighborhood and from downtown Seattle to Ballard's Market
Street area. The Project is part of the Sound Transit 3 (ST3) System Plan of regional
transit system investments, approved for funding by voters in the region in 2016. 
B.     The Port, Northwest SeaPort Alliance ("NWSA") and Sound Transit executed a
Partnering Agreement for the Project (GA 0089-20) on August 24, 2020 (the
"Partnering Agreement"), to document and confirm a mutual understanding of general
terms and conditions to advance the implementation of the Project. 
C.    This Agreement addresses the commitment in Section 10.1.2 of the Partnering
Agreement for the Parties to work cooperatively to negotiate in good faith a funding
agreement to provide reimbursement to the Port for the costs of certain services and
products related to the Project. 
D.    The Partnering Agreement guided the development of this Agreement, and the
applicable terms and conditions of the Partnering Agreement will also apply to this
Agreement as described herein. 
1.  General 
1.1. Purpose. The Project is located within the City of Seattle. The Port operates facilities in
the Project area. The Port facilities will be affected by the Project and the Port's 
involvement in Project planning is critical to the successful and timely delivery of the
Project. The Port, NWSA, and Sound Transit will work together to prepare, review, and
approve agreements between or among one another, and Sound Transit will prepare
construction plans and secure property rights and approvals from the Port, NWSA, and

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other entities for the construction of Sound Transit's facilities. The intent of this
Agreement is to establish a Task Order process for Sound Transit to reimburse the
Port for certain costs related to Project development. It is anticipated that a separate
agreement or amendments to this Agreement may be needed and developed by the
Parties for reimbursement of certain Project-related construction services and
1.2. Incorporation of Recitals. The foregoing recitals are incorporated into this Agreement
as if set forth in full herein. 
2.  Task Orders for Port Services 
2.1   Principles for Determining Eligible Reimbursable Costs. Sound Transit agrees to
pay the Port for the costs associated with particular tasks that: 
a.     Are required because of implementation of the Project in proximity to Port 
facilities and are not otherwise the Port's responsibility to undertake; or 
b.     Are directly related to the Project, are essential to meeting Project objectives
and schedule, and support Project design, permitting, and construction
activities, such as documentation of durable and specific Project
commitments and approval services, documented decisions and other types
of agreements furthering implementation of the Project; or 
c.     Respond to requests made by Sound Transit to provide Project-related
technical information such as data, reports, or studies or to provide
engineering or design services for Port owned utilities or other public works
affected by the Project; or 
d.     Sound Transit asks the Port to undertake and has negotiated a Task Order
as described in Section 2.3, or other written agreement, for payment to the
2.2   In general, Sound Transit will not pay the Port for costs associated with the 
a.     Coordination between Sound Transit and the Port normally provided
between government agencies. 
b.     Port services provided in the ordinary course of business and on the Port's
usual time and schedule for which the Port does not ordinarily charge fees. 
c.     Port services or costs associated with betterments or other improvements
that the Parties agree are not part of the Project scope. 
2.3   Task Order Development. Sound Transit will request that the Port perform specific
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work under this Agreement through written Task Orders. This Agreement applies to
Project work beginning after ________ ____ , 2022. Task Orders will be prepared by
Sound Transit, reviewed by the Port, and executed by the Parties for each work effort
to be covered by this Agreement. Task Orders will be in a format similar to that shown
in Exhibit A. Each Task Order will include a scope of work, a schedule of work, and a
detailed cost estimate that establishes a maximum funding level for the Task Order.
Each Task Order will be executed by the authorized designees of Sound Transit and
the Port and will incorporate by reference the terms and conditions of this Agreement. 
2.4   Task Order Management. For each Task Order, the Port will provide quarterly 
progress reports to Sound Transit indicating the amount spent and estimated cost to
complete each scope and budget element included in the Task Order. If actual costs
are anticipated to exceed the amount of the Task Order, the Designated
Representatives (or designees) will prepare a mutually agreeable cost estimate to
complete the work and develop an appropriate course of action, which may include
amending the Task Order or executing a new Task Order. 
2.5   Eligible Costs. 
a.     The following costs will be eligible for reimbursement: 
i.     Employees: (1) the applicable employees' direct salaries and
benefits; and (2) associated indirect costs as adopted in a Port fee
schedule, provided that the fee schedule is reasonable and
consistent with subsection (b) of this section; charged on an hourly
basis at the rates in effect at the time the charges are incurred. 
ii.     Consultants. Direct costs incurred by the Port to retain consultants
to work on the Project for otherwise reimbursable activities as set
forth in this Agreement. 
b.     Ineligible Costs. This Agreement does not cover Port's normal capital and
operating expenses such as buildings, office equipment, maintenance,
security, utilities, or vehicles. 
2.6   Performance. If the Port does not perform the services described in the Task Orders,
and if the failure to perform is solely attributable to the Port's actions or inactions,
appropriate corrective action will be discussed and agreed upon by the Designated
Representatives. Should the corrective action not be agreed upon or resolve the
problem within one (1) week, the Dispute Resolution Process identified in the
Partnering Agreement may be invoked and Sound Transit may request specific
resolutions including a reduction of reimbursable costs owed by Sound Transit to the
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3.  Invoicing 
3.1   The Port will submit quarterly invoices and supporting documentation for Task Order
payments. The invoices must include a signed invoice template, which Sound Transit
will provide, a progress report including a description of services provided by the Port,
Sound Transit purchase order number, and supporting documentation detailing the
work completed, associated eligible costs (such as rates, paid invoices of other eligible
direct costs, etc.), and an estimated cost to complete each scope and budget element
included in the Task Order. 
3.2   The Port will submit its invoices with the required documentation via email to
AccountsPayable@SoundTransit.org. Invoices will be paid within thirty (30) days of
Sound Transit's receipt of the invoice and acceptable and complete supporting
documentation pursuant to Section 3.3, below. 
3.3   If Sound Transit determines that an invoice lacks sufficient documentation to support 
payment, Sound Transit will notify the Port's Designated Representative of its
determination within thirty (30) days of receipt of the invoice and will request that the Port 
provide additional documentation. Sound Transit may withhold payment of the
disputed portion of the invoice until supporting documentation is provided. However,
such approval will not be unreasonably withheld. 
4.  Suspension and Termination 
4.1 If the Port has not received payment from Sound Transit as provided in Section 3.2,
the Port may suspend performance of all or any part of the associated work after
giving Sound Transit thirty (30) days' notice of the Port's intent to do so. Such
suspension will remain in effect until payment is made in full, at which time the
suspension will be lifted. 
4.2 Either Party may terminate this Agreement for cause in the event that the other Party
fails to fulfill its material obligations under this Agreement in a timely manner or
breaches any material provision of this Agreement and the Dispute Resolution Process
identified in Section 10 of the Partnering Agreement has failed to reach resolution
within the timelines described therein. The Party wishing to terminate this Agreement
for cause will provide the other Party with notice of its intent to terminate and will give
the other Party an opportunity to correct the failure to perform or breach within thirty
(30) days of the notice or within such longer period as may be necessary in the event
that correction cannot reasonably be accomplished within thirty (30) days. If the failure
or breach is not corrected or cured, this Agreement may be terminated by the
aggrieved Party by giving ninety (90) days' notice to the other Party. 
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4.3 This Agreement will also terminate upon written mutual consent of the Parties. 
4.4 Except as provided in this Section, a termination by either Party will not extinguish or
release either Party from liability for costs or obligations existing as of the date of
termination. Any costs incurred prior to proper notification of termination will be borne
by the Parties in accordance with the terms of this Agreement. 
5.  Indemnity 
5.1.  Each Party (an "Indemnifying Party") agrees to hold harmless, indemnify, and defend the
other Party's elected officials, officers, agents, and employees (the "Indemnified Party"),
from and against any and all claims, losses or liability, for injuries, sickness or death of
persons, including employees of the Indemnifying Party, or damages, arising out of any
willful misconduct or negligent act, error, or omission of the indemnifying Party, its officers,
agents, or employees, in connection with the services required by this Agreement,
provided, however, that: (A) the Indemnifying Party's obligations to indemnify, defend
and hold harmless will not extend to injuries, sickness, death, or damage caused by or
resulting from the sole willful misconduct or sole negligence of the Indemnified Party; and 
(b) the Indemnifying Party's obligations to indemnify, defend and hold harmless for
injuries, sickness, death, or damage caused by or resulting from the concurrent
negligence or willful misconduct of the Indemnifying Party and the Indemnified Party,
or of the Indemnifying Party and a third party other than an elected official, officer,
agent, or employee of the Indemnifying Party, will apply only to the extent of the
negligence or willful misconduct of the Indemnifying Party's elected officials, officers,
agents, or employees. The Indemnifying Party specifically assumes potential liability
for any claim, demand, and/or cause of action brought by, or on behalf of, any of its
employees or agents against the Indemnified Party. FOR THIS PURPOSE, EACH
5.2.  Each Party agrees to bear full responsibility for any and all tax liabilities owed that may
arise in relation to this Agreement, and each Party will fully indemnify and hold the
other Party, its officers, agents and employees harmless from any tax liability owed by
the other Party arising from or related to the transactions set forth herein, including,
but not limited to, any taxes, penalties, fines, and/or interest assessed by any tax
authority against the indemnifying Party and further including all attorneys' fees and
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costs incurred in response to any claims or assessments by any tax authority against
the Indemnifying Party, its officers, agents, and employees. 
5.3.  The obligations in this Section 5 will survive termination or completion of this
Agreement as to any claim, loss, or liability arising from events occurring prior to such
termination or completion. 
6.  Audits 
6.1.  Each Party will maintain accounts and records following Generally Accepted
Accounting Principles, including contract and financial records that sufficiently and
properly reflect all direct and indirect costs of any nature expended for work performed
under this Agreement so as to ensure proper accounting for all monies paid to the Port 
by Sound Transit. These records will be maintained for a period of six (6) years after
termination or expiration of this Agreement unless permission to destroy the records is
granted by the Office of the Archivist pursuant to chapter 40.14 RCW and agreed upon 
by the Parties. 
6.2.  The Port will make all Project records available for Sound Transit inspection upon
Sound Transit's reasonable request for same. Audits may be performed by Sound
Transit or its independent public accountants to ensure compliance with and
enforcement of this Agreement. Should the audit determine that funds from Sound
Transit have been used for expenses that were ineligible, the Port will reimburse
Sound Transit for such amounts. 
7.  General Provisions 
7.1.  Neither Party will be relieved of its obligations to comply promptly with any provision of
this Agreement by reason of any failure by the other Party to enforce prompt
compliance therewith, and such failure to enforce will not constitute a waiver of rights
or acquiescence in the other Party's conduct. 
7.2.  If either Party brings any claim or lawsuit arising from this Agreement, each Party will
pay all its legal costs and attorneys' fees and expenses incurred in defending or
bringing such claim or lawsuit, including all appeals, in addition to any other recovery
or award provided by law; however, nothing in this paragraph will be construed to limit
the Parties' rights to indemnification. 
7.3.  The following terms and conditions of the Partnering Agreement are incorporated by
reference into this Agreement: 1. Project Management, 11. Dispute Resolution, 16.
Notices, 17. Federal Provisions, 18.General Provisions, 19. Amendments, and 20.
7.4.  Sound Transit's Project may become subject to a financial assistance contract
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between Sound Transit and the Federal Transit Administration (FTA). The Parties
recognize that changes to this Agreement may be necessary to comply with the FTA
funding requirements. 
IN WITNESS WHEREOF, each Party has executed this Agreement by having its authorized
representative affix his/her name in the appropriate space below:
Port OF SEATTLE, a municipal corporation 
By: __________________________ 
Name: ________________________ 
Title: _________________________ 
Date: _________________________ 

Approved as to form: 
By: ____________________________ 
Marie Quasius, Senior Port Counsel 

By: __________________________ 
Name: Peter M. Rogoff 
Title: Chief Executive Officer 
Date: _________________________ 

Authorized by Motion No: _____________________ 

Approved as to form: 
By: ____________________________ 
Natalie Moore, Legal Counsel 

A.Task Order Format 
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Exhibit A 
Task Order Format 

Task Order to the 

This Task Order is issued under the Project Administration Agreement between the Port 
and Sound Transit executed on __________________ (GA ___________) "Project Administration
Agreement." This Task Order establishes the scope, schedule, and budget for the services
("Services") provided by the Port for the Sound Transit West Seattle and Ballard Link Extensions
Project. The Port agrees to perform the Services in the manner set forth in this Task Order. The
terms and conditions of the Project Administration Agreement are incorporated by reference into
this Task Order. 
The effective date of this Task Order is  ________________ 20___ , 
The end date of this Task Order is      _________________ 20___ , or as otherwise agreed to in
writing by the Designated Representatives of the Parties. 
Task Order Description. General Description of the work to be performed. May also include
definitions if helpful/appropriate. 
The Scope of Work is included as Exhibit 1. 
The Schedule is included as Exhibit 2. 
The Cost Estimate is included as Exhibit 3. 
Each of the Parties has executed this Task Order by having its authorized representative affix
his/her name in the appropriate space below: 
For the Port:                                          For Sound Transit: 

Signature                                         Signature 

GA 0214-20  Task Order ______                   13                                               A-1

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Printed Name                                  Printed Name 

Title                                                          Title 

Date                                            Date 

Name, Port Counsel                             Name, Legal Counsel 

GA 0214-20  Task Order ______                   13                                               A-1

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Task Order Exhibit 1: Scope of Work. 

The scope should be fully developed and provide a detailed description of work to be provided
under each Task Order. 

GA 0214-20             Task Order ______                 14                                           A-2

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Task Order Exhibit 2: Estimated Schedule. 

The schedule should match the tasks included in the Project Scope. 

Task                          Start Month      End Month 

GA 0214-20  Task Order ______                   15                                               A-3

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Task Order Exhibit 3. Cost Estimate. 

Spreadsheet to be inserted. Use tasks and schedule to develop cost estimate based on labor 
rate and expenses. 

GA 0214-20 Task Order ______                 16                                         A-4

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