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HomeMy WebLinkAboutCAG2003-0027 - Original - Central Puget Sound Regional Transit Authority - Use of the Kent Commuter Rail Station Garage - 06/18/2003 O M emTR, .ecords "IW6 Document W,.BxixGiory CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed, if you have questions, please contact Mary Simmons, City Clerks Office. Vendor Name: ' Vendor Number: JD Edwards Number Contract Number: This is assigned by Mary Simmons ry--) e� Descriptio p Detail: O � r Project Name: Contract Effective Date: �-�'�s Termination Date: C Contract Renewal Notice (Days): CSR Number of days reeq-uiired�notice for �termination for renewal amendmen ,� Contract Manager: I a-'�� ► f"�^ '� �Department: Abstracf.---� � - U S Pubhc\RecordsManagement\Pwms\contractcover\ADCL7832 07/02 INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT BETWEEN CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY AND THE CITY OF KENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE TABLE OF CONTENTS Page 1.0 Scope of the Agreement 2.0 Parking Structure Described 3.0 Ownership and Operation 4.0 Use by the General Public 5.0 Operations and Maintenance 6.0 Reimbursements 7.0 Audits, Inspections and Retention of Records 8.0 Designated Representatives 9.0 Dispute Resolution 10.0 Legal Relations 11.0 Insurance 12.0 Legal Compliance 13.0 Cessation of Operation 14.0 Termination of Agreement 15.0 Notice Requirements 16.0 Effective Date and Term of Agreement 17.0 Execution of Agreement 18.0 FTA Approval EXHIBITS Exhibit A: Description of Parking Structure Exhibit B: Operating Hours Exhibit C: Map of area surrounding Parking Structure Exhibit D: List of Fixed Costs Exhibit E: List of Variable Costs AGREEMENT THIS AGREEMENT is entered into this 1day o 2002, by and between the Central Puget Sound Regional Transit Authority (here maft eferred to as "Sound Transit") and the City of Kent (hereinafter referred to as the "City") and may be referred to individually as "Party" and collectively as "Parties". RECITALS WHEREAS, pursuant to Chapter 81 112 070 RCW and public vote, Sound Transit is authorized to perform regional high capacity transportation functions within Sound Transit's jurisdictional boundary as set forth in Sound Move, its ten year Regional Transit System plan, and WHEREAS, Sound Transit and the City are authorized by Chapter 39 34 RCW to enter into agreements for cooperative action"to make the most efficient use of their powers," and WHEREAS, Sound Transit currently owns and operates a parking structure with 871 parking stalls along with surrounding improvements located in Kent next to the Kent Commuter Rail Station (hereinafter the"Parking Structure"), and WHEREAS, the City and Sound Transit entered into a Commuter Rail Project Interlocal Agreement dated April 9, 1998 in which the Parties expressed their mutual desires to 1 Integrate the Project development with existing infrastructure and development, including other transit facilities, private facilities, utilities, and parking, and develop operational plans that minimize project impacts, 2 Derive the maximum effectiveness out of Sound Transit's investment by implementing accessible and efficient facilities and services, including adequate park-and-nde capacity,bus transfer facilities, and bicycle/pedestnan access, and 3. Work toward development of transit-oriented land use policies to attract and shape development around transit facilities in ways that benefit both transit users and the community, and WHEREAS, Sound Transit originally had planned to build a surface parking lot for the Kent Commuter Rail Station, and WHEREAS, the City and Sound Transit entered into a Commuter Rail Station Parking Structure Interlocal Agreement on December 16, 1999 ("Parking Structure Construction Agreement"), in which the City agreed to contribute $4,000,000 towards the building of a Parking Structure rather than a surface parking lot; and INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 1 (Between Central Puget Sound Regional Transit Authority and City of Kent) WHEREAS, King County had agreed to pay Sound Transit $2,000,000 toward the construction of an additional 191 stalls in the Parking Structure for use by its transit customers, and WHEREAS, the Parties agree that the primary purpose of the Parking Structure is to provide parking for Sound Transit and King County Metro commuters, and WHEREAS, in the Parking Structure Agreement, Sound Transit also agreed to permit parking by the general public for non-rail purposes, subject to terms and conditions to be established by a later use agreement, and WHEREAS, the Parties agree that permitting the general public to use parking spaces not being used by Sound Transit and King County Metro commuters maximizes the public benefit from the investment in the Parking Structure, and WHEREAS, the City's planned "Kent Station" project relies upon the Parking Structure for satisfying the parking requirements of certain proposed uses of adjacent property, and WHEREAS, the uses contemplated by the City on its land surrounding the Parking Structure would require that the Parking Structure be opened until the early morning hours and on weekends, and WHEREAS, the City agrees that Sound Transit should not have to bear any additional cost that are a result of non-commuter use of the facility WHEREAS, the City and Sound Transit desire to enter into this Parking Structure Use Agreement ("Agreement") to establish terms and conditions relating to the use of the Parking Structure by the City NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows 1.0 Scope of the Agreement This Agreement specifies the relationship and roles of the Parties as to the use and contribution to the costs of operating and maintaining the Parking Structure. The terms of this Agreement shall control in the event it is in conflict with the more general terms of the Parking Structure Construction Agreement 2.0 Parking Structure Described A description of the Parking Structure is attached to tlus Agreement as Exhibit "A" and incorporated by this reference INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 2 (Between Central Puget Sound Regional Transit Authority and City ofKent) 3.0 Ownership and Operation Sound Transit owns and operates the Parking Structure. Sound Transit shall be responsible for the control and use of the Parking Structure, subject to the terms of this Agreement and its agreement with King County 4.0 Use by the General Public 41 Use The operating hours of the Parking Structure are provided in Exhibit `B" The general public, under the rights secured in this Agreement by the City of Kent, may use the parking spaces in the Parking Structure for non-transit related purposes, with the following exceptions, limitations and reservations 4.1.1 Exceptions The following stalls are available to transit users only a Parking stalls identified as accessible only to persons with disabilities. 41.2 Limitations a Weekdays, non-holiday The general public may park in the Parking Structure beginning when the last tram leaves before noon or 10 A M , whichever is later,until closing b Weekends and State Holidays. The general public may park in the Parking Structure during all operating hours except as otherwise provided in section 4.13. below 413 Reservations Sound Transit reserves the right to further limit parking by the general public in the following circumstances a In up to 191 parking stalls (excluding parking identified for persons with disabilities) if the County's transit customers do not have access to at least 191 parking stalls on any day, before 9.00 P.M , or b In all parking stalls when damage, destruction, renovation, maintenance or other conditions make it necessary to close portions of the Parking Structure. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 3 (Between Central Puget Sound Regional Transit Authority and City of Kent) 42 Cost to the General Public Parking will initially be free. However, Sound Transit reserves the right, without limitation of other parking restrictions to charge the general public to park in the Parking Structure under the following circumstances a The City charges for parking on any of its streets, surface parking lots, or parking structures, b Any other parking structure, garage or surface parking lot within the area depicted on Exhibit"C" charges for parking, c The Parking Structure has reached "Capacity" Capacity is reached when the Parking Structure is 95% full (excluding ADA parking) prior to the last tram leaving before noon or 10 A M , which ever is later, during eight out of 10 consecutive business days The counting to determine Capacity can be requested by Sound Transit at anytime Sound Transit, with a representative of the City, if the City wishes to participate, shall count actual open spaces by driving through the Parking Structure starting at the ground floor at the time the last morning tram pulls into the station or 10 A M , whichever is later. Under this subsection (c), Sound Transit may only charge the public to park until noon However, this subsection does not prohibit Sound Transit from charging for parking if any of the other subsections of section 4 2 are satisfied., d When it is determined that the County's transit customers do not have use of 191 parking stalls on any day before 9 00 P M , or e Sound Transit adopts a system-wide policy to charge for parking in all of its parking structures. 5.0 Operations and Maintenance 5 1 Maintenance, Repair and Replacement Responsibilities 5 1.1 Sound Transit Sound Transit shall be responsible for the maintenance and the operation of the Parking Structure, except as otherwise provided in this Agreement 512 City The City has proposed in-kind maintenance to offset some of its reimbursements for operation and maintenance of the Parking Structure Although the Parties could not agree on this at the time of the execution of the Agreement, the Parties agree to revisit the issue in connection with the annual meetings held per subsection 6 3,below INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 4 (Between Central Puget Sound Regional Transit Authority and City of Kent) 6.0 Reimbursements 61 Baseline Operation and Maintenance Costs The City agrees to pay Sound Transit the incremental cost to operate and maintain the Parking Structure for use by the general public This incremental cost to be paid by the City is the cost that Sound Transit must expend above baselines established in subsection 6 1 1 and 6 12 below for the actual fixed and variable costs of Sound Transit to operate and maintain the Parking Structure The City's obligation to pay these incremental costs will begin the same month that any portion of the City's Kent Station project opens for business to the public,which is expected to be July 2004. 6 1 1 Fixed Costs Fixed costs are expenditures that are not expected to fluctuate due to an increase in garage use by commuters Increases in fixed costs, if any, will be caused by use of the Parking Structure by the general public The categories of Fixed Costs are listed in Exhibit "D" a For Fixed Cost expenditures listed in Exhibit "D," except for security, an initial baseline will be established January 1, 2004 and will include the fixed costs incurred in each category in 2003 Given that King County Metro will not be using the Parking Structure for the full 2003 calendar year, the baseline will be adjusted to reflect King County Metro use of the Parking Structure for the full year based on costs incurred once King County Metro begins using the Parking Structure Each year thereafter, and subject to adjustments made in accordance with section 6 3, the baseline will be calculated on January 1 by multiplying the past year's baseline by the national CPI-W for the previous twelve-month period that ended on December 31 The City shall pay all fixed costs incurred by Sound Transit above the baseline. The City agrees that in attributing costs for such Fixed Cost that are directly linked to the hours of operation, such as the cost of security, Sound Transit's hours of operation will be deemed to be between one-half hour before the first tram arrives and one-half hour after the last tram arrives (but not before 9 00 PM on weekdays). The City agrees that regardless of the possible use of the Parking Structure by the Sound Transit's or King County Metro's transit customers during extended hours requested by the City, the Fixed Cost increase associated with these extended hours shall still be attributed to the City INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 5 (Between Central Puget Sound Regional Transit Authority and City of Kent) 6.1.2 Variable Costs. Variable Costs are expenditures that are expected to fluctuate with an increase in commuter use Incremental increases in variable costs will be attributable to increased Commuter Use (including use by King County Metro's customers) and increased use by the general public Commuter Use is use of the Parking Structure by Sound Transit or King County Metro customers for purposes of boarding a tram or bus operated by Sound Transit or King County Metro at the Kent Commuter Rail Station. The categories of variable costs are specified in Exhibit `E" a Two baselines shall be established for variable costs in 2004 (i) The first baseline will be established January 1, 2004 and will include the variable costs paid in 2003 Given that King County Metro will not be using the Parking Structure for the full 2003 calendar year, the baseline will be adjusted to reflect King County Metro use of the Parking Structure for the full year based on costs incurred once King County Metro begins using the Parking Structure (ii) The second baseline shall be comprised of two components the percentage of Parking Structure users attributed to either Sound Transit or King County Metro transit users and the percentage of Parking Structure users attributed to use by the general public as measured by the actual count of cars entering the Parking Structure during operating hours Given that public use of the Parking Structure is not expected to begin until July 2004, the count of cars entering the Parking Structure shall be measured the first week in November 2004 In 2004, the City shall pay an amount equal to the increase in variable costs multiplied by the percentage of garage use attributable to the general public, retroactive to the month that any portion of the City's Kent Station project opens for business to the public b Two baselines for variable costs shall be established for 2005 and each year thereafter (1) The first baseline for 2005, and each year thereafter, will be established January I't and will include the variable costs from the previous year INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 6 (Between Central Puget Sound Regional Transit Authority and City of Kent) (n) The second baseline for 2005, and each year thereafter, shall be comprised of two components. the percentage of Parking Structure users attributed to commuter use and the percentage of Parking Structure users attributed to use by the general public as measured by the actual count of cars entering the Parking Structure during operating hours the third week in July and the third week in October In 2005, and each year thereafter, the City shall pay 1) the amount paid the previous year for variable costs, and 2) an amount equal to the increase in variable costs from the previous year multiplied by the percentage of Parking Structure use attributable to the general public 62 Schedule of Reimbursements At the end of each calendar quarter, Sound Transit shall submit an invoice to the City that includes the reimbursements due from the City for cost in accord with subsection 6 1 above These costs shall be estimated for the first three-quarters based on the previous year, and shall be adjusted in the fourth quarter to reflect actual costs due under subsection 6 1 The City shall pay the amount of Its reimbursements, less any m-kind maintenance by the City, within thirty(30) days after receipt of Sound Transit's invoice 63 Adjustments 63 1 Necessity and Frequency of Services Sound Transit and the City shall meet at least once per calendar year to discuss the necessity of performing the listed services and tasks in greater frequency, or new tasks that are deemed necessary by the parties, the extent to which these services or tasks are properly designated as a fixed or variable costs However, it will be Sound Transit's decision as to the continued necessity of a particular service or the need for greater frequency or intensity of a particular task The Parties will also discuss adjustments to the baseline due to cost-saving actions by Sound Transit that do not necessarily reduce the cost associated with use by the general public 6 3 2 Baseline Adjustments In the calculation or adjustment of the fixed cost baseline, the City agrees that but for the use by the City, the Parking Structure would open one-half hour before the first tram arrives and close one-half hour after the last tram amves (but not before 9 00 P M. on weekdays) Therefore, for example, the cost associated with charging the general public to park because of certain capacity issues being met INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 7 (Between Central Puget Sound Regional Transit Authority and City of Kent) under section 4 2(c) and 4 2(d) shall be borne by the City Further, the City agrees that use of the Parking Structure by Sound Transit's or the County's transit customers during any extended operating hours requested by the City is deemed incidental and not a basis for adjustment of the fixed cost baseline Therefore, for example, the cost associated with limiting parking by charging the general public and the cost of additional security during City-requested extended hours will be borne by the City 6 3 3 Written Amendment The list of operations and maintenance tasks and services in Exhibit "D" and "E" may be modified by a written amendment 64 Structure Mid-life Adjustments The mid-life of the Parking Structure is 2017, and it is anticipated that at that time there will be costs associated with the long term maintenance and repair of the Parking Structure that may not have been previously identified in Section 6 0, such as fixture upgrades or replacements Prior to 2018, the Reimbursements in Section 6 0 will be adjusted to reflect these long-term costs The parties shall discuss these adjustments during the meetings held under subsection 6 3 and if no agreement is reached the dispute resolution process in Section 9.0 shall be used If an agreement is not reached using the dispute resolution process, the matter shall be settled by binding arbitration by a single arbitrator who has experience in real estate matters. The arbitration will be administered by JAMS if the parties have not otherwise agreed to use a different arbitrator or arbitration process Each party will submit to the arbitrator and each other at least ten (10) days in advance of the hearing its best offer for the adjustments to Section 6 0 and the rational for the same The arbitrator shall be limited to choosing one of the two proposals Each party will bear the cost of its own attorney's fees and one-half of the cost of the arbitrator The same process as is described above shall be used to adjust the Reimbursements in Section 6 0 prior to the renewal period beginning in 2035 7.0 Audits,Inspections and Retention of Records 71 Audits and Inspections The Parties, the State Auditor, the FTA, and any of their representatives shall have full access to and the right to examine, during normal business hours and as often as they deem necessary, all of each Party's records with respect to all matters covered by this Agreement Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records, and to make audits of all Agreements, invoices, materials,payrolls, and other matters covered by or related to this Agreement INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 8 (Between Central Puget Sound Regional Transit Authority and City of Kent) 72 Retention of Records All documents, books, papers, accounting records, and other materials pertaining to this Agreement shall be retained by each Party for six years, except in the event of litigation or settlement of claims ansmg from the performance of this Agreement, in which case each Party agrees to maintain same until all such litigation, appeals, claims or exceptions are finally resolved 8.0 Designated Representatives To ensure effective cooperation, each Party shall designate representatives responsible for communications between the Parties on certain subjects The Parties reserve the right to change Designated Representatives, with notice to the other Party. 9.0 Dispute Resolution 91 Step One In the event of any dispute concerning this Agreement, the Operations Manager of Sound Transit's Commuter Rail Division or designee and the Chief Administrative Officer for the City or designee shall confer to resolve the dispute Said representatives shall use their best efforts and exercise good faith to resolve disputes and issues ansmg out of, or related to this Agreement In the event they are unable to resolve the dispute, the Operations Manager and the Chief Administrative Officer shall confer and exercise good faith to resolve the dispute. 92 Step Two In the event the Operations Manager and the Chief Administrative Officer are unable to resolve the dispute, the Executive Director of Sound Transit and the Mayor of the City shall engage in good faith negotiations to resolve the dispute 93 Step Three - Mediation In the event the Executive Director of Sound Transit and the Mayor of the City are unable to resolve the dispute, the parties may submit the matter to a mutually agreed upon non- binding mediator The Parties shall share equally in the cost of the mediator 94 Prerequisite to Litigation Sound Transit and the City agree that they shall have no right to seek relief in a court of law until and unless the above procedural steps have been exhausted INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 9 (Between Central Puget Sound Regional Transit Authority and City of Kent) 10.0 Legal Relations 101 No Agency. 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 or agents of one party or any of its contractors or subcontractors, shall be deemed, or represent themselves to be, employees of the other ply 10.2 No Third Party Rights 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 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 103 Liability for Own Employees Each party specifically assumes potential liability for actions brought by its own employees against the other party and for that purpose the indemnifying Party specifically waives, with respect to the other Party only, any immunity under the Worker's Compensation Act, RCW Title 51, and each Party recognizes that this waiver was the subject of mutual negotiation and specifically entered into pursuant to the provision of RCW 4 24 115, if applicable Each Party to this Agreement shall reasonably notify the other of any and all claims, actions, losses or damages that anse or are brought against that Party relating to or pertaining to this Agreement In the event either Party incurs attorney's fees, costs or other legal expenses to enforce the provisions of this section against the other party, all such fees, costs and expenses shall be recoverable by the prevailing Party 104 Indemnification The City shall protect, defend, indemnify, and save harmless Sound Transit, its officers, officials, employees, and agents, while acting within the scope of their employment as such, from any and all costs, claims,judgment, and/or awards of damages, ansmg out of, or in any way resulting from, the negligent or intentional acts or omissions of members of the general public not using the Parking Structure as a park-and-nde transit facility. 105 Survival of Terns. The provisions of this section shall survive any expiration or termination of this Agreement. INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 10 (Between Central Puget Sound Regional Transit Authonty and City of Kent) 11.0 Insurance Each party agrees, at its own expense (except as otherwise provided in this Agreement), to maintain coverage for its liability exposures for the duration of this Agreement 12.0 Legal Compliance 121 Successors and Others in Interest This Agreement, together with all exhibits and attachments now or hereafter made a part, shall be binding on the Parties and their respective heirs, executors, administrators, successors and assigns 122 Assigns The City may not assign its rights to general public parking to another party, except for another governmental entity, and only with the prior written consent of Sound Transit 12.3 Amendments and Modifications This Agreement shall not be modified except by written amendment signed by personnel authorized to bind the parties. Amendments or modifications that do not exceed previously approved budgets may be authorized on behalf of Sound Transit by the Executive Director and on behalf of the City, by its Mayor 124 Severabilrty If any provisions of this Agreement are held mvand by a court of competent Iunsdiction, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to serve the purposes and objectives originally contemplated 13.0 Cessation of Operations If Sound Transit determines that it will cease operating commuter rail service at the Kent Commuter Rail Station, and if King County does not wish to purchase the Parking Structure, Sound Transit shall provide the City with written notice and an opportunity to purchase the Parking Structure improvements and underlying real property If the parties are unable to reach agreement on the terns of such a transfer, either party may invoke the dispute resolution procedures provided in this Agreement If the parties cannot thereby reach agreement on the terms of such a transfer, the parties shall agree upon the selection of a neutral party to establish the fair market value of the Parking Structure. If upon obtaining the fair market value from the neutral party, an agreement is not reached, Sound Transit may proceed with selling the Parking Structure to an outside party at which time this Agreement shall terminate The terms of any sale by Sound Transit, other than to King County, shall include provisions that the new owner will either use the Parking Structure for use by the general public, or negotiate with the City the right for the City to purchase use for the general public INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 11 (Between Central Puget Sound Regional Transit Authority and City of Kent) 14.0 Termination of Agreement 141 Termination and Remedies for Material Breach Either Party may terminate this Agreement in the event the other fails to perform a material obligation under this Agreement, and such failure has not been corrected to the reasonable satisfaction of the other in a timely manner after notice of breach has been provided to such other Party Written notice of termination of this Agreement shall be given by the Party terminating this Agreement to the other party not less than one hundred eighty days (180) days prior to the effective date of termination 142 Termination Plan Prior to termination of this Agreement by expiration of the term or as provided in this Section, the Parties agree to develop a coordinated plan for terminating the Agreement that includes compensating for Parking Structure use or services satisfactorily rendered up until the time of termination 15.0 Notice Requirements Any notice given under this Agreement shall be in writing and given by sending such notice by registered marl, return receipt requested, with postage prepaid addressed as follows, or at such other address as the Party to be notified last directed in writing, or by serving said notice personally The effective date of notice shall be the date of personal service or the date of receipt as shown on the return receipt, as applicable The agency contacts for this project areas follows City. Chief Administrative Officer 220 Fourth Avenue South Kent, Washington 98032-5895 Sound Transit Director of Commuter Rail Sound Transit Regional Express 401 South Jackson Street Seattle, Washington 98104-2816 16.0 Effective Date and Term of Agreement This Agreement shall be effective on the last date signed, and end on December 31, 2034, subject to adjustments to Reimbursements in Section 6 4 Additionally, so long as the City is not in default of this Agreement and Sound Transit (r) plans at that time to continue operating commuter rail through the City, (11) plans to continue using the Parking Structure for commuter rail customer parking, then the City shall have the option to renew this Agreement for one (1) additional term to expire on June 1, 2040 subject to adjustments to Reimbursements in Section 6 INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 12 (Between Central Puget Sound Regional Transit Authority and City of Kent) The option must be exercised in writing and delivered to Sound Transit at least one hundred and eighty(180) calendar days before the end of the term then in effect 17.0 Execution of Agreement This Agreement shall be executed in two (2) counterparts, any one of which shall be regarded for all purposes as one original 18.0 Subject to FTA Approval The use of the Parking Structure as contemplated by the Parties is subject to compliance with NEPA and approval of the FTA IN WITNESS WHEREOF, each party has caused this Agreement to be signed by its duly authorized officer or representative as of the date set forth below its signature and as of the date first written above. CITY OF KENT CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY ("Sound Transit") By By /"t 6�a Ji Vhute, Mayor JoeM Earl, Executive Director Da e L — ZZ- 29 Date -/d 03 APPROVED AS TO FORM APP VED AS TO F RM Tom Brubaker, City Attorney Sound Transit Legal Counsel INTERLOCAL OPERATION AND MAINTENANCE AGREEMENT FOR THE USE OF THE KENT COMMUTER RAIL STATION GARAGE—Page 13 (Between Central Puget Sound Regional Transit Authority and City of Kent) EXHIBIT A DESCRIPTION OF PARKING STRUCTURE That property in Kent Washington,held in fee by Sound Transit bounded on the North by Temperance Street, on the East by First Avenue North, on the South by West Smith Street, and on the West by the Second Avenue North extension now know as Ramsay Way, except for those portion that have been conveyed or will be conveyed to the City of Kent EXHIBIT B PARKING STRUCTURE OPERATING HOURS The Parking Structure will initially be open for parking as follows. Weekdays One-half hour before the arrival of the first morning tram until one-half hour after the last train(but not before 9 00 p m.) Weekends. Closed, except for special Sounder service State Holidays Closed Sound Transit, at the request of the City of Kent, will increase the operating hours of the Parking Structure so that it is opened every day from at least 6 30 a in to 2:30 a in EXHIBIT C DIAGRAM �t j E James St =6 a f } k Pioneer St Regional ; 7 Justice Center r;dNti; '„� t'�i;`Burr`-.�,+�'�i 'P'rE qi N w 41 K V *Shaded area in diagram above is referred to in Section 4.2(b) EXHIBIT D FIXED COSTS 1 Security a. Security Officers 2 Utilities a Pay Phones, Elevator Emergency Phones b Drainage—storm water 3 Ongoing Maintenance a Landscaping and lmgation b. Pest Control c CCTV/Panic buttons d Oil and Water separators/detention, annual cleamng e Elevator Maintenance 4 Vandalism Repair 5 Parking Fee Collection a Capital costs to build collection booths and gates, set up system to differentiate between transit and general public parking b Operations and maintenance relating to parking fee collection 6. Collection of data(i e , car counting) for determining van able costs EXHIBIT E VARIABLE COSTS 1 Janitorial and Maintenance including supplies a Elevator cabin/door cleaning—2 cabins b Trash/ashtrays c Trash can liners d Parking level sweeping— 5 level (recommended 2x/mo) e Stairs—sweep/blow(reasonable frequency) f Stairs—dust handrails/wet mop (reasonable frequency) g Interior garage trash hand pick 5 levels h Exterior landscaped area trash hand-pick 1 Garbage disposal 2. Major Maintenance a Includes complete restripmg, concrete leakage, crack repairs, new concrete sealer, membrane applications and painting, etc 3. Ongoing Maintenance a Painting/Scaling/Striping Parking Lot b Concrete and Masonry c Electncal/Plumbmg/Mechanic d Glass Repair and Replacement 4 Insurance and payment of claims up to Sound Transit's insurance deductibles