4f agreement
Item No: 4f_attach
Meeting Date: August 9, 2016
Airport Station
Operations and Maintenance Agreement
2015
RTA/GTS 0008-10
TABLE OF CONTENTS
1. PURPOSE AND SCOPE OF AGREEMENT ....................................................................... 1
1.1 Purpose and Scope ........................................................................................................ 1
1.2 Definitions..................................................................................................................... 2
2. OWNERSHIP ........................................................................................................................... 2
2.1 Sound Transit Ownership ............................................................................................. 2
2.2 Port of Seattle Ownership ............................................................................................. 2
3. GENERAL RESPONSIBILITIES ......................................................................................... 2
3.1 Sound Transit Responsibilities ..................................................................................... 2
3.2 Port of Seattle Responsibilities ..................................................................................... 3
3.3 Cooperation, Good Faith Efforts and Responsibility for Quality of Work................... 3
3.4 Airport Station Hours of Operation .............................................................................. 3
3.5 Third-Party Vendors at Airport Station ........................................................................ 3
3.6 Access and Notification of Work .................................................................................. 3
3.7 Lighting & Electrical .................................................................................................... 4
3.8 Signage .......................................................................................................................... 5
3.9 Closed Circuit Television Cameras .............................................................................. 5
3.10 Fire Alarm System ........................................................................................................ 5
3.11 Fire Sprinkler System (station and guideway standpipe system) ................................. 5
3.12 Automated External Defibrillators (AEDs) .................................................................. 5
4. FACILITY CHANGES ........................................................................................................... 6
5. MEDIA RELATIONS AND ADVERTISING ...................................................................... 6
5.1 Media Relations and Special Events ............................................................................. 6
5.2 Advertising .................................................................................................................... 6
6. EMERGENCY PROTOCOL ................................................................................................. 6
6.1 Emergency Response and/or Emergency Services ....................................................... 6
6.2 Emergencies and Force Majeure Events ....................................................................... 6
7. SECURITY ............................................................................................................................... 7
8. AUDITS AND RECORDS ...................................................................................................... 7
8.1 Maintenance of Records ............................................................................................... 7
8.2 Access for Audit Purposes ............................................................................................ 7
9. ENVIRONMENTAL MANAGEMENT ................................................................................ 8
9.1 Sound Transit's Environmental Management .............................................................. 8
9.2 The Port's Environmental Management ........................................................................ 8
10. COMPENSATION AND PAYMENT.................................................................................... 9
10.1 Invoices and Payment ................................................................................................... 9
10.2 Sound Transit Invoices ................................................................................................. 9
10.3 Port of Seattle Invoices ................................................................................................. 9
10.4 Annual Cost Reconciliation ........................................................................................ 10
11. STATUTORY REQUIREMENTS ....................................................................................... 10
12. DESIGNATED REPRESENTATIVES ............................................................................... 10
12.1 Coordinating input and work of other staff members. ................................................ 10
12.2 Annual review of the costs. ......................................................................................... 10
12.3 Revising or preparing exhibits and amendments to this Agreement. ......................... 10
12.4 Identifying and resolving issues.................................................................................. 10
13. DISPUTE RESOLUTION..................................................................................................... 10
13.1 Informal Dispute Resolution ....................................................................................... 10
13.2 Formal Dispute Resolution ......................................................................................... 11
14. RISK MANAGEMENT AND CLAIMS .............................................................................. 11
15. INDEMNIFICATION OF CERTAIN CLAIMS ................................................................ 11
15.1 General Indemnity ...................................................................................................... 11
16. TERMINATION .................................................................................................................... 12
16.1 Termination for Default .............................................................................................. 12
16.2 Termination for Convenience ..................................................................................... 12
16.3 Activities upon Termination ....................................................................................... 12
17. GENERAL PROVISIONS .................................................................................................... 13
17.1 Legal Compliance ....................................................................................................... 13
17.2 Personnel ..................................................................................................................... 13
17.3 Rights and Remedies................................................................................................... 13
17.4 Independence of Parties .............................................................................................. 13
17.5 Non-Exclusivity of Agreement ................................................................................... 13
17.6 Parties in Interest......................................................................................................... 13
17.7 Assignment ................................................................................................................. 14
17.8 Binding on Successors ................................................................................................ 14
17.9 Applicable Law ........................................................................................................... 14
17.10 Waiver of Default ....................................................................................................... 14
17.11 Amendments and Modifications ................................................................................. 14
17.12 Severability ................................................................................................................. 15
17.13 Calculation of Time .................................................................................................... 15
17.14 Notice .......................................................................................................................... 15
18. EFFECTIVE DATE AND TERM ........................................................................................ 15
18.1 Effective Date ............................................................................................................. 15
18.2 Term ............................................................................................................................ 15
19. EXECUTION OF AGREEMENT........................................................................................ 16
EXHIBITS
A- Definitions
B - Ownership
B1 - Sound Transit
B2 - Port of Seattle
B3 - Responsibility Matrix
C- Electrical & Lighting Cost Allocation Methodology
D - Fire Alarm System Diagram
E - Designated Representatives
AIRPORT STATION OPERATIONS AND MAINTENANCE AGREEMENT
This Agreement is between the CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY, a regional transit authority of the State of Washington ("Sound Transit"), and the
PORT OF SEATTLE, a Washington municipal corporation (the "Port"). The Port and Sound
Transit are referred to herein individually as a "Party" and collectively as "Parties".
RECITALS
A. Sound Transit owns and operates Central Link light rail, Airport Station, and related assets;
and
B. The Port of Seattle owns and operates Seattle-Tacoma International Airport (Sea-Tac
Airport); and
C. On April 11, 2006, the Parties entered into the Memorandum of Agreement for Sound
Transit Central Link Light Rail Airport Light Rail and Roadways Project (RTA/GLR
0068-06). On August 15, 2012, the Parties entered into the Memorandum of Agreement for
South Link Project between the Port of Seattle and Sound Transit (RTA/GA 0184-12).
These agreements and the transit way easements sold to Sound Transit outline the Parties'
collaboration on the construction, operation, and maintenance of the Airport Segment,
Airport Station, and South Link Segment of Central Link light rail that are on Port property
and major roadway access improvements to the Seattle-Tacoma International Airport; and
D. Sound Transit's Airport Segment of Central Link light rail (including the Airport Station)
began revenue operations in December, 2009, and the South Link Segment is estimated to
begin service in Fall of 2016; and
E. The Parties also entered into the Airport Station Operations and Maintenance Agreement
in December 2009; and
F. The Parties, after five years of experience operating the Airport Station and in anticipation
of the opening of the South Link Segment, have reached concurrence on a new Airport
Station O&M agreement and wish to continue the relationship as specified in this
Agreement; and
THEREFORE, the Parties agree as follows:
1. PURPOSE AND SCOPE OF AGREEMENT
1.1 Purpose and Scope
This Agreement is intended to specify the respective roles and responsibilities of
the Parties regarding the maintenance and operational aspects of the Airport Station
and related assets. When the terms of this agreement conflict with the terms of the
Airport Link Operations & Maintenance Agreement, December 2015
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transit way easements held by Sound Transit, the terms of the transitway
agreements will have precedence.
1.2 Definitions
The words, terms and abbreviations as used in this Agreement are defined in
Exhibit A.
2. OWNERSHIP
2.1 Sound Transit Ownership
Sound Transit owns Airport Station, guideway, and related assets, which consist of
the station structure, the pedestrian bridge crossing International Boulevard
(hereinafter the "International Boulevard Bridge"), art elements, at-grade assets,
signage, fire alarm and sprinkler systems, information technology systems,
drainage systems, the traction power sub-station, equipment, and other related
assets as listed in Exhibit B1.
2.2 Port of Seattle Ownership
The Port owns assets at, within or adjacent to the Airport Station which in general
consist of SeaTac Airport structures, the pedestrian bridge connecting Airport
Station to the main SeaTac Airport garage (hereinafter the "Port Pedestrian
Bridge"), the pedestrian walkway through SeaTac Airport garage to the SeaTac
Airport pedestrian plaza, art elements of Port facilities, at-grade assets, signage,
flight information displays, airport customer self-service check-in kiosks, fire alarm
and sprinkler systems, information technology systems, equipment, and other
related assets as defined in Exhibit B2.
3. GENERAL RESPONSIBILITIES
Sound Transit owns the Central Link light rail system and has contracted with King
County to operate and maintain the system. Sound Transit is solely responsible for
coordinating any operational issues directly with King County. The Port of Seattle owns
and operates the Seattle Tacoma International Airport.
3.1 Sound Transit Responsibilities
Sound Transit is responsible, at its sole expense, for operating, cleaning,
maintaining, repairing, and replacing, in whole or in part, the assets defined in
Section 3.1 and Exhibit B1. The Airport Station will be incorporated into Sound
Transit's Facilities Maintenance Plan. Sound Transit will follow its policies and
practices for scheduled and unscheduled maintenance as well as major mid-life
replacements and repairs.
Airport Link Operations & Maintenance Agreement, December 2015
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3.2 Port of Seattle Responsibilities
The Port is responsible, at its sole expense, for operating, cleaning, maintaining,
repairing, and replacing, in whole or in part, the assets defined in Section 3.2 and
Exhibit B2. The Port's assets are incorporated into the Port's facilities maintenance
plan and will follow Port of Seattle policies and practices for scheduled and
unscheduled maintenance and major mid-life replacements and repairs.
3.3 Cooperation, Good Faith Efforts and Responsibility for Quality of Work
The successful execution of this Agreement depends upon timely and open
communication and cooperation between the Parties. Each Party is responsible for
the quality, technical accuracy, timelines, and coordination of all work products
and services performed by such Party, its employees, and contractors. The Parties
will engage in cooperative planning including, but not limited to, consideration of
the following factors: coordination of plans for service and policies of affected
jurisdictions that may impact the provision of services, long range plans of Sound
Transit and the Port, safe and efficient operations, attractiveness of the services to
the public, security requirements, traffic congestion, and other such factors that
serve the public interest or are mutually agreed upon by the Parties.
3.4 Airport Station Hours of Operation
The Airport Station will generally be open for operation seven days per week, 20
hours per day. The Station will be closed to the public after the last train of the day
has departed according to Sound Transit operating procedures. Sound Transit is
responsible for operation of the Airport Station gates, including the Port Pedestrian
Bridge gate.
Sound Transit will open the gates at the start of the operating day and will close the
gates after the last train of the day has departed according to Sound Transit
operating procedures.
3.5 Third-Party Vendors at Airport Station
Third-party vendors wishing to use the Airport Station must apply for a license or
other form of permission that Sound Transit deems necessary. If a third-party
vendors wishes to use Port property outside of the Airport Station or transitway
easements, then it must also apply to the Port for permission. Sound Transit will
confer with the Port concerning incidental third-party use of the Airport Station.
3.6 Access and Notification of Work
Each Party will allow reasonable access to its property by the other Party to
maintain and operate facilities and systems owned by the other Party and to carry
out the terms of this Agreement. The Parties will follow standard operating
procedures, including a communications plan, for accessing each other's property to
perform operations and maintenance tasks.
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Both Parties will make a good-faith effort to provide each other with no fewer than
seven days prior written or electronic notice of any major maintenance activities
that require crews to be performing work at, within, near or adjacent to the other
Party's property and facilities that may interfere with the other Party's ability to
operate. The Parties will notify each other by phone or email as soon as is
reasonably possible for emergency maintenance and operations activities that
require immediate action. This notification requirement also applies to access for
public utility crews or other third-party contractors. Sound Transit will permit
access to Puget Sound Energy (PSE) to the PSE manholes in the ground plane area.
Sound Transit shall also grant the Port's Fire Department and maintenance
personnel unrestricted access to the Fire Control Center and the Communications
Room within Airport Station. A diagram of the Communications System is
provided in Exhibit D.
a. Sound Transit Track Access
The process and procedure for the Port to access Sound Transit track is
provided in the Link Standard Operating Procedure 6.15 "Track Access
Procedures."
b. Port Roadway Access
(i) Road Closure. If Sound Transit needs to close any portion of the
Port's roadways or shoulders to perform maintenance on the
International Boulevard Bridge or the Airport Station, then Sound
Transit must first submit a proposed traffic control plan and
schedule, along with a Port Construction Advisory Form (CAF) to
the Airport Operations Manager for review and approval at least 14
days before the proposed start of the work. The proposed traffic plan
must comply with the State Work Zone Traffic Control Guidelines
and be prepared in accordance with the Manual on Uniform Traffic
Control Devices (MUTCD). Sound Transit will incorporate any
changes recommended by the Airport Operations Manager into the
plan and schedule that are consistent with SWZTC Guidelines and
MUTCD, or required to avoid conflicts with Port operations before
Sound Transit may begin the work.
(ii) Signal Bungalow Access. Sound Transit may need to access to
portions of the Port's property at SeaTac Airport which, at the time
of the execution of this Agreement, are gated. The Port will permit
access to the signal bungalow as follows: Contact Port Landside
Supervisor at 206-787-4069 to lift gate arm.
3.7 Lighting & Electrical
Each Party is responsible for all costs, labor, and materials relating to the
maintenance, operation, and control of all lighting and electrical fixtures and
systems in their respective portions of the areas shown in Exhibits B1 and B2.
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Separate electrical services shall be maintained and each Party will be responsible
for its own costs based on the agreed upon methodology described in Exhibit C.
Sound Transit is responsible for supplying power to the Port Pedestrian Bridge at
the Port's cost.
3.8 Signage
Sound Transit is responsible, at its sole expense, for operating, cleaning and
maintaining, repairing and replacing, all standard fixed and electronic Sound
Transit-owned signage in the Airport Station, parking facility, the International
Boulevard Bridge, the Port Pedestrian Bridge, and the pedestrian walkway through
the garage.
The Port is responsible, at its sole expense, for operating, cleaning and maintaining,
repairing and replacing, in whole or in part, all fixed and electronic Port-owned
signage in the Airport Station, on the Port Pedestrian Bridge, within the Port's
garage walkway and within SeaTac Airport.
3.9 Closed Circuit Television Cameras
Sound Transit will have closed circuit television cameras including pan/tilt/zoom
(PTZ) cameras in the Airport Station and the International Boulevard Bridge. The
signal to the cameras will be shared with the Port at the Airport Station
Communication Room. The Parties will coordinate to determine the use of the
system, including how the Port will be provided access to the system during
address emergency events.
3.10 Fire Alarm System
Each Party is responsible for maintaining its own fire alarm system. The Parties
acknowledge, however, that their respective systems overlap each other's property.
A diagram depicting the fire alarm systems is provided in Exhibit D.
3.11 Fire Sprinkler System (station and guideway standpipe system)
Sound Transit is responsible for maintenance and testing of the fire sprinkler and
standpipe systems in the Airport Station, guideway, the International Boulevard
Bridge and the International Boulevard Plaza up to the Port's water meter located
west of the Station.
3.12 Automated External Defibrillators (AEDs)
Sound Transit will provide and maintain an AED at the Airport Station. The AED
at the Airport Station must be equivalent to those used in the Sea-Tac Airport
terminal.
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4. FACILITY CHANGES
The Parties will coordinate and jointly review proposed changes that may affect the
physical and/or operational characteristics of their respective facilities.
5. MEDIA RELATIONS AND ADVERTISING
5.1 Media Relations and Special Events
Except as otherwise identified in this Agreement, Sound Transit is responsible for
all communications with the media about Central Link light rail regardless of the
circumstance, but will collaborate with the Port's Public Affairs staff whenever the
communications involve airport operations. The Parties will confer, collaborate,
and cooperate with each other's public affairs staff and identify their respective
public affairs contacts or designees.
5.2 Advertising
Advertising, sold or placed at Airport Station by Sound Transit, must comply with
applicable federal, state, or city jurisdiction regulations, codes, and statutes
including the Interlocal Agreement between the City of SeaTac and the Port dated
February 16, 2006 and any subsequent Interlocal Agreements between the City of
SeaTac and the Port.
6. EMERGENCY PROTOCOL
6.1 Emergency Response and/or Emergency Services
The following documents serve as the governing documents for emergency
response and emergency service protocol in the priority listed below as it relates to
the Airport Station and the pedestrian bridge crossing International Boulevard:
a. The Sound Transit Central Link System Security and Emergency
Preparedness Plan.
b. Link Light Rail Standard Operating Procedures.
c. Port Resolution No. 3559.
d. Airport Operations/Standard Operating Guidelines.
e. Sea-Tac Airport Emergency Plan.
6.2 Emergencies and Force Majeure Events
The Parties will work cooperatively in the event of an emergency. In the event of
an emergency where the incident and/or damage pose a threat to the public, either
Party is authorized to take immediate corrective action, including the retention of
agents or others to perform repairs, other mitigation of the damage, or other
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activities to protect the public and/or prevent further damage. The acting Party will,
as soon as reasonably possible, notify the other Party of the incident, the damage,
and the corrective action taken by the acting Party. The acting Party will relinquish
control over the situation and corrective action to the non-acting Party or its
agent(s) with regard to the non-acting Party's property upon the non-acting Party's
request. The acting Party is entitled to recover its costs from the non-acting Party
for the emergency services that it provided on the non-acting Party's property. If a
Party takes corrective action in an emergency situation, all costs incurred by such
Party will be reimbursed by the responsible Party. In a force majeure event, the
Port will coordinate with Sound Transit to provide reasonable access to the
permanent easement along its guideway. This access will only be provided with the
understanding that provision of such access will be secondary to the operational
requirements of the Port for the duration of the event, and the further understanding
that Sound Transit is responsible for the cost of repairing of any damage to Port
facilities stemming from that access.
7. SECURITY
Sound Transit, the Port and the City of SeaTac have executed a Memorandum of
Understanding between the City of SeaTac, Port of Seattle, and Sound Transit for Police
and Security Services, which will serve as the governing document for security at the
Airport Station.
8. AUDITS AND RECORDS
8.1 Maintenance of Records
The Parties, including their consultants, will maintain books, records, documents,
and other evidence directly pertinent to performance of the work under this
Agreement in accordance with Generally Accepted Accounting Principles (GAAP).
8.2 Access for Audit Purposes
The Parties, the Comptroller General of the United States, any state or federal
funding agency or any of their duly authorized representatives may, for the purpose
of audit and examination, have access to and be permitted to inspect each other's
books, records, documents, and other evidence for inspection, audit, and copying,
in accordance with Washington State record retention requirements. The Parties
will also have access to each other's books, records, and documents during the
performance of work, if deemed necessary, by each other to verify the work and
invoices, to assist in negotiations for additional work, and to resolve claims and
disputes. Audits conducted under this Section must be in accordance with
Generally Accepted Auditing Standards (GAAS) and established procedures and
guidelines of the reviewing or audit agency.
The Parties agree to the disclosure of all information and reports resulting from
access to records under this Section provided that the other Party is afforded the
opportunity for an audit exit conference and an opportunity to comment and submit
Airport Link Operations & Maintenance Agreement, December 2015
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any supporting documentation on the pertinent portions of the draft audit report and
that the final audit report will include written comments of reasonable length, if
any, of the Parties.
9. ENVIRONMENTAL MANAGEMENT
9.1 Sound Transit's Environmental Management
Sound Transit has an established environmental policy, a sustainability initiative,
and an environmental management system certified under the International
Standards Organization (ISO) 14001. Sound Transit is committed to protecting the
environment for present and future generations. The purpose of these policies is to:
a. Implement environmental stewardship and sustainable development
b. Reduce environmental risks and liabilities.
c. Enhance image with public, regulators, agencies, and stakeholders.
d. Ensure regulatory compliance.
e. Improve environmental performance.
f. Simplify environmental communication.
Sound Transit is committed to meeting or exceeding all environmental
commitments during all phases of transit operation. The purpose is to prevent
environmental degradation, reduce work delays and cost increases, minimize
negative publicity, and reduce the number of concerned citizens, stakeholders, and
regulatory agencies. The following Sound Transit documents will serve as the
guiding documents for Sound Transit environmental practices at the Airport
Station.
a. Sound Transit Environmental and Sustainability System Environmental
Policy (ESMS-01), August 22, 2007.
b. Sound Transit Executive Order No.1, Establishing a Sustainability Initiative
for Sound Transit, July 16, 2007.
c. Sound Transit Resolution R2007-12, June 28, 2007.
9.2 The Port's Environmental Management
The Port uses a sustainable asset management approach to guide its decisions
related to the planning, design, construction, operation, maintenance, renewal, and
demolition of its facilities. This approach integrates environmentally and
economically sustainable development by maintaining a focus on the total cost of
ownership and implementing a comprehensive asset management program. The
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following Port documents will serve as the guiding documents for Port
environmental practices:
a. EX-15 Sustainable Asset Management Policy.
b. CP0-2 Environmental Purchasing Policy.
10. COMPENSATION AND PAYMENT
10.1 Invoices and Payment
The Parties may invoice each other once a year for services provided as follows:
Sound Transit may invoice the Port for electrical service to Port Pedestrian Bridge
provided under Section 3.7, for actual costs supported by meter readings and a
Puget Sound Energy invoices.
Provided the invoice is complete, either Party will pay its respective invoice within
30 days of receipt. The invoice will be considered complete only when all
supporting documentation of the annual cost is received by the Port. Incomplete
invoices will not be processed for payment.
If the Port disputes any of their respective charges, documentation or the
completeness of the invoice, then it will notify Sound Transit of its objections in
writing within 20 days after receipt of the completed invoice. Disputes will be
resolved under the dispute resolution procedures in Section 13. Failure to object
under this section does not waive a Party's rights to dispute changes or audit is not
prejudiced.
10.2 Sound Transit Invoices
The Port will send its properly-documented invoices to Sound Transit at the
following:
Accountspayable@soundtransit.org; or
Accounts Payable
Central Puget Sound Regional Transit Authority
401 South Jackson Street
Seattle, Washington 98104-2826
10.3 Port of Seattle Invoices
The invoice should be sent to:
Accounts Payable
Attn: Billing Supervisor
Port of Seattle
P.O. Box 1209
Seattle, WA 98111
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10.4 Annual Cost Reconciliation
The Port of Seattle and Sound Transit will complete an annual reconciliation of all
costs no later than November 15th in order for each Party to submit an invoice to
the other for their respective services as identified in Section 10.1. All financial
accruals are to be included as part of the reconciliation process and mutually agreed
upon. Any subsequent cost adjustments shall be mutually agreed upon and treated
as an expense of the next period.
11. STATUTORY REQUIREMENTS
The Parties will comply with all applicable state and federal laws, regulations, rules, and
procedures relative to their respective operations.
12. DESIGNATED REPRESENTATIVES
To ensure effective cooperation, each Party will designate representatives responsible for
communications and coordination between the Parties. Designated Representatives are
responsible for the following:
12.1 Coordinating input and work of other staff members.
12.2 Annual review of the costs.
12.3 Revising or preparing exhibits and amendments to this Agreement.
12.4 Identifying and resolving issues.
The contact information of the current Designated Representatives is provided in Exhibit
E. Each Party may unilaterally update its contact information in Exhibit E, as necessary,
by providing an amended copy of Exhibit E to the Designated Representative.
13. DISPUTE RESOLUTION
13.1 Informal Dispute Resolution
In the event of any dispute concerning this Agreement, the Sound Transit Director
of Light Rail, or designee, and the Senior Operations Manager, Landside of the
Port, or designee, will confer to resolve the dispute. These individuals will use their
best efforts and exercise good faith to resolve disputes and issues arising out of or
related to this Agreement. In the event the Sound Transit Deputy Director of
Operations, or designee, and the Senior Operations Manager, Landside of the Port,
or designee, are unable to resolve the dispute, the Director of Operations, or
designee, and the Director of Airport Operations of the Port, or designee, will
confer and exercise good faith to resolve the dispute.
In the event the Director of Operations, or designee, and the Director of Airport
Operations, or designee, of the Port are unable to resolve the dispute, the Chief
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Executive Officer of Sound Transit, or designee, and the Managing Director,
Aviation Division, or designee, of the Port will engage in good faith negotiations to
resolve the dispute.
In the event the Chief Executive Officer of Sound Transit, or designee, and the
Managing Director, Aviation Division, or designee, of the Port are unable to
resolve the dispute within 14 days, the Parties will submit the matter to alternative
dispute resolution methods under Section 13.2.
13.2 Formal Dispute Resolution
Except as otherwise specified in this Agreement, in the event the dispute is not
resolved under Section 13.1, the Parties may file suit or agree to alternative dispute
resolution methods such as mediation or arbitration. The Parties have no right to
seek relief in a court of law until and unless they first follow the alternative dispute
resolution procedures described above.
14. RISK MANAGEMENT AND CLAIMS
Each Party will be liable for the damage that it causes to the other Party's property.
Each Party will ensure that all third-party vendors, concessionaires, and contractors, have
liability insurance in place prior to performing work or services on any of the operational
areas or assets listed in Section 3.0 of this Agreement. This insurance must be of the type
and in the amounts that the contracting Party determines to be sufficient for the work or
services to be performed. The contracting Party will require that all third-party vendors and
contractors name that Party as an additional insured on the commercial general liability
insurance policy of the third-party vendor or contractor. Where a third-party vendor or
contractor is contracting with both Parties or performing work on both Parties' facilities or
assets,, then the contracting Party will ensure that the other Party is also named as
additional insured's on the commercial general liability insurance policy of the third-party
vendor or contractor.
15. INDEMNIFICATION OF CERTAIN CLAIMS
15.1 General Indemnity
To the maximum extent permitted by law, each Party will protect, defend,
indemnify and hold harmless the other Party and all of its officials, employees,
principals and agents, while acting within the scope of its employment as such,
from all costs, claims, demands, suits, actions, judgment, and/or awards of
damages, arising out of, or in any way resulting from, the Indemnifying Party's
negligent acts or omissions. No Party will 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 of the other Party. If such claims, suits, or actions
result from concurrent negligence of the Parties, then this indemnity provision is
valid and enforceable only to the extent of the Party's own negligence. The
obligations under this Section extend to claims, demands, and/or causes of action
Airport Link Operations & Maintenance Agreement, December 2015
11
brought by, or on behalf of, any of its employees or agents. For this purpose, each
of the Parties, by mutual negotiation, hereby waives, with respect to the other Party,
any immunity that would otherwise be available against such claims under the
industrial insurance provisions of Title 51 RCW. In the event that a Party incurs
any judgment, award, and/or cost arising therefrom, including attorney's fees, to
enforce the provision of this section, all such fees, expenses and costs shall be
recoverable by the prevailing party. This indemnification will survive the
termination of this Agreement.
16. TERMINATION
16.1 Termination for Default
Either Party may terminate this Agreement, in whole or in part, in writing if the
other Party substantially fails to fulfill 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 give:
a. Written notice of intent to terminate at least 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.
b. An opportunity for the other Party to cure the default within 30 days of
notice of the 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.
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, the Agreement shall be deemed
terminated.
16.2 Termination for Convenience
Either Party may terminate this Agreement, in whole or in part, in writing, for its
convenience provided that the other Party will be given:
a. Written notice of intent to terminate no less than 180 days prior to a major
service change.
b. Opportunity for consultation with the Party initiating the termination prior
to the termination date.
16.3 Activities upon Termination
Upon termination of this Agreement, by expiration of the term or as provided in
this Section, Sound Transit and the Port agree to work together cooperatively to
develop a coordinated plan for terminating the services rendered up until the time
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of termination, determining reasonable contract close-out costs for termination for
convenience only, and accounting and disposing of equipment provided by each
Party in the manner that each Party directs. In the event of termination by default or
breach, each Party shall compensate the other Party for only the services that the
other Party has satisfactorily rendered to the date of termination at the rates and
amounts and in the manner provided in this Agreement, with no payment for
contract closeout costs as otherwise provided in this Section. No such termination,
however, shall relieve the Parties of obligations accrued and unsatisfied at such
termination.
17. GENERAL PROVISIONS
17.1 Legal Compliance
At all times, both Parties provide the respective services under this Agreement in
accordance with all applicable local, state, and federal laws and regulations.
17.2 Personnel
The Port, and all subcontractors, will comply with all applicable state and federal
laws, regulations, rules, and procedures with respect to employer's liability,
worker's compensation, unemployment insurance, and other forms of Social
Security and also with respect to withholding of income tax, state disability
insurance, and any other proper withholding from wages of employees.
17.3 Rights and Remedies
The rights and remedies of the Parties to this Agreement are in addition to any
other rights and remedies provided by law, except as otherwise provided in this
Agreement.
17.4 Independence of Parties
It is understood and agreed that this Agreement is solely for the benefit of the
Parties hereto and gives no right to any other Party. No joint venture or partnership
is formed as a result of this Agreement. No employees, agents or subcontractors of
one Party shall be deemed, or represent themselves to be, employees of any other
Party.
17.5 Non-Exclusivity of Agreement
The Agreement is not, and will not be construed to be, the sole contract for
operations, maintenance, or repairs into which Sound Transit may enter during the
term of the Agreement or as it may be extended.
17.6 Parties in Interest
Nothing in the Agreement, whether express or implied, is intended to:
Airport Link Operations & Maintenance Agreement, December 2015
13
a. Confer any rights or remedies under or by reason of the Agreement on any
persons other than the Parties to it and their respective successors and
permitted assigns.
b. Relieve or discharge the obligation or liability of any third-party to a Party
to the Agreement.
c. Give any third-parties any right of subrogation or action against the other
Party to this Agreement.
17.7 Assignment
Neither Party will assign, transfer, or otherwise substitute its obligations under the
Agreement without the prior written consent of the other Party. Any assignment
made in violation of this provision will be null and void and confer no rights
whatsoever on any person.
17.8 Binding on Successors
All of the terms, provisions and conditions of the Agreement will be binding upon
and inure to the benefit of the Parties hereto and their respective successors,
permitted assigns and legal representatives.
17.9 Applicable Law
This Agreement is governed by, and construed and enforced in accordance with,
the laws of the State of Washington. Any legal action brought resulting from this
Agreement shall be brought in the Superior Court of King County.
17.10 Waiver of Default
Waiver of any default will not be deemed to be a waiver of any subsequent default.
Waiver of breach of any provision of this Agreement will not be deemed to be a
waiver of any other or subsequent breach and will not be construed to be a
modification of the terms of this Agreement unless stated to be such in writing, and
signed by authorized Parties.
17.11 Amendments and Modifications
This Agreement and exhibits may be amended or modified by mutual agreement of
the Parties in writing.
In particular, this Agreement may be amended or modified with respect to
additional work Sound Transit may request the Port to perform beyond the scope
specifically defined herein. The Port may perform such additional work at its sole
discretion in a manner consistent with its procedures and policies.
Airport Link Operations & Maintenance Agreement, December 2015
14
Amendments to the policies outlined in this Agreement are subject to the approval
of the Sound Transit Board of Directors and the Port of Seattle Commission or its
designee. Amendments and revisions to exhibits can be authorized by Sound
Transit's Director of Operations or designee and by the Port's Director, Airport
Operations or designee.
17.12 Severability
If any provision of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement will not be affected if the remainder
would then continue to serve the purposes and objectives originally contemplated.
17.13 Calculation of Time
Unless specifically provided otherwise, references to time periods of five (5) or less
days shall be considered business days and time periods of greater than five (5)
days shall be considered calendar days.
17.14 Notice
Any notice required, permitted or implied under this Agreement including change
of address, may be personally served on the other Party by the Party giving notice
or may be served by certified mail, return receipt required, to the following
addresses:
Director, Airport Operations Director of Operations
Sea-Tac International Airport Sound Transit
P.O. Box 68727 401 South Jackson Street
Seattle, WA 98168 Seattle, WA 98104-2826
18. EFFECTIVE DATE AND TERM
18.1 Effective Date
This Agreement takes effect upon signature by the Parties.
18.2 Term
This Agreement will expire five years from the Effective Date, unless renewed for
additional five-year terms. The Chief Executive Officers of the Parties are
authorized to renew the terms of this Agreement without further authorization from
their respective commission or board.
Airport Link Operations & Maintenance Agreement, December 2015
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19. EXECUTION OF AGREEMENT
This Agreement may be executed in counterparts, each of which shall be regarded for all
purposes as one original.
The Parties have executed this Agreement as of the date below their signatures.
The Port of Seattle Central Puget Sound Regional Transit
("Port") Authority
("Sound Transit")
Ted Fick Michael Harbour
Chief Executive Officer Acting Chief Executive Officer
Date: Date:
Approved as to form: Approved as to form:
Port Legal Counsel Sound Transit Legal Counsel
Date: Date:________________________________
Airport Link Operations & Maintenance Agreement, December 2015
16
EXHIBIT A: DEFINITIONS
AED - Automated External Defibrillator.
Airport Segment - The light rail system extending from Tukwila International Blvd. Station in the
City of Tukwila to SeaTac Airport in the City of SeaTac.
CCTV - Closed Circuit Television
Configuration Control - Refers to the responsibility to ensure that no changes are made to any
portion of either Party's property and related assets without the express written approval of the
Party through a formalized process of approval.
CPI - The U.S. Department of Labor, (Bureau of Labor Statistics) Consumer Price Index for All
Urban Consumers (CPI-U) for the Seattle-Tacoma-Bremerton area.
CUSS - Port of Seattle Common Use Self Service Kiosks. Refers to the automated, self-service
check in terminals used by airlines.
Designated Representatives - The individuals who are assigned to specific tasks outlined in the
Agreement as listed in Exhibit F.
DSTT - the Downtown Seattle Transit Tunnel consisting of the Tunnel, the Merge Zone, the
Tunnel Annex, and the Tunnel Control center as defined in the DSTT agreement.
FIDs - Port of Seattle Flight Information Displays
FCC - Fire Control Center.
LCC - The Link Control Center located at the King County Metro Building at 1263 6th Avenue,
Seattle, Washington.
Third Party - A person or entity other than Sound Transit or the Port.
Airport Link Operations & Maintenance Agreement, December 2015
Exhibit B1: Sound Transit Owned Assets
Note: This will include the site drawings depicting ST asset ownership as well as the
following list of assets.
Sound Transit Owned Assets
Light rail track structure
At-grade slabs
Retaining walls
Abutments
Traffic barriers delineating track
Aerial structures
Columns
Foundations
Light rail operating systems
Traction Power Substation (TPSS)
Overhead catenary systems and controls
Airport Station Structure
Columns
Foundations
Platforms
Glazing
Elevators and escalators
Interior finishes
Infrastructure systems
Standard Sound Transit-owned signage (static and electronic)
Operating, revenue control and monitoring systems
Conduits
Cabling
Equipment
Other support infrastructure
International Boulevard Bridge
Associated facilities located east of International Boulevard
Standard ST-owned signage (static and electronic)
Port Pedestrian Bridge
Sound Transit-owned CCTVs
Sound Transit-owned Public Address Speaker
Sound Transit-owned standard signage (static and electronic)
Track and station drainage
Drains
Downspouts
Pedestrian Walkway through Garage
Standard ST-owned signage
Sound Transit Art Elements
Station grade level
Pavement
Landscaping
Fencing
Egress facility
Infrastructure systems
Airport Link Operations & Maintenance Agreement, December 2015
Exhibit B2: Port of Seattle Owned Assets
Port of Seattle Owned Assets
North Airport Expressway elements
Roadway surface
Roadway shoulders
Bridges
Walls
Cut and fill slopes
Utilities
Sign structures and signage (including static and variable message signs)
Intelligent transportation system (ITS)
Traffic barriers excluding track barriers
Illumination
Drainage
Landscaping
Other structures
Airport Station
Flight information displays (FIDS) and system
Common Use Self Service Kiosks (CUSS) and system
Standard Port-owned signage (static and electronic)
Luggage cart kiosks
Non-station grade level
Pavement
Landscaping
Fencing
Supporting infrastructure
Traffic barriers and impact attenuators
Port Pedestrian Bridge
Foundations
Columns
Bridge structure
Flooring
Roofing
Interior finishes
Infrastructure
Standard Port-owned signage (static and electronic)
Pedestrian walkway through garage - connecting the pedestrian bridge to the garage fourth
floor pedestrian plaza
Walkway surfaces
Signage
Railings
Infrastructure systems
Standard Port-owned signage (static and electronic)
Airport Link Operations & Maintenance Agreement, December 2015
Responsibility Matrix
Sound Transit Port of Seattle
Tasks NOTES:
Airport Station
Landscape X
Janitorial X
Maintenance X
Fire/Life Safety X
Signage X
Lighting X
CCTV X Video feed provided to POS
AED X
IB Ped. Bridge & Plaza
Landscape X
Janitorial X
Maintenance X
Fire/Life Safety X
POS Ped. Bridge
Landscape X
Janitorial X
Maintenance X
Fire/Life Safety X
Signage X Each Party to maintain respective signage
Lighting X POS to reimburse ST for power consumption
CCTV X
Elev. Guideway
Landscape X
Maintenance X
Fire/Life Safety X
Airport Link Operations & Maintenance Agreement, December 2015
EXHIBIT C: Lighting Cost Allocation
Cost Allocation for POS PED Bridge NOTES:
Number of Lighting Fixtures 60 (Est.)
Power Consumption of Individual fixtures (Watts) 60 (Est.)
Hours of Operation (Ave.) 24
Electrical Power Utility Rate (KWHR) $0.09 (Est.) To be determined at close of construction
Misc. Consumption Factor 10% (Est.) To account for Janitorial use, VMS and LED signage
Daily KWHR 95.04
Daily Power Consumption cost $8.55
Annual Power Consumption Cost $3,122.06
Airport Link Operations & Maintenance Agreement, December 2015
EXHIBIT D: Fire Alarm System Diagram
Airport Link Operations & Maintenance Agreement, December 2015
EXHIBIT E
DESIGNATED REPRESENTATIVES
Port of Seattle:
Jeffrey Nelson
Port of Seattle Fire Department
2400 S. 170th Street
SeaTac, WA 98158
(206) 787-6774
Sound Transit:
Rand Stamm, Project Manager
Customer Facilities and Accessible Services
Operations Department
401 S. Jackson Street
Seattle WA 98104
(206) 370-5692ss
Airport Link Operations & Maintenance Agreement, December 2015
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