HomeMy WebLinkAboutCAG2020-179 - Original - Sound Transit - Federal Way Link Extension - Operations & Maintenance Facility South Project GA 0306-19 - 06/08/2020ApprovalOriginator:Department:
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GA 0306 -19 Partnering and Services Agreement City of Kent 1
PARTNERING AND CITY SERVICES AGREEMENT
BETWEEN THE CITY OF KENT AND SOUND TRANSIT
FOR THE OPERATIONS AND MAINTENANCE FACILITY SOUTH PROJECT
GA 0306-19
This Partnering and City Services Agreement (“Agreement”) is entered into between the City of Kent
(the “City”), a Washington municipal corporation, and Sound Transit, a regional transit authority of the
State of Washington for the purposes set forth below. Sound Transit and the City are collectively
referred to hereafter as “the Parties” or individually as a “Party”.
RECITALS
A. The City is a non-charter municipal code city incorporated under the laws of the State of
Washington, with authority to enact laws and enter into agreements to promote the health, safety,
and welfare of its citizens and for other lawful purposes.
B. Sound Transit is a regional transit authority created pursuant to Chapters 81.104 and 81.112 RCW
with all powers necessary to implement a high capacity transit system within its boundaries in King,
Pierce, and Snohomish Counties.
C. The Sound Transit 3 (ST3) high capacity transit system expansion approved by the voters in
November 2016 includes a wide variety of projects, including a new Light Rail Operations and
Maintenance Facility (OMF), to be implemented over the next 25 years. Implementing ST3
consistent with the scope, budget, and schedule approved by the voters will require coordination
and collaboration by Sound Transit and by its federal, state, and local partners.
D. The City is responsible for administering state and local land use laws and development regulations
that will apply to Sound Transit projects located within the City jurisdiction. The City is also
responsible for managing streets and municipal utilities within its jurisdiction and for providing
municipal services such as public safety.
E. The Sound Transit Long Range Transit Plan identifies the City as one of the potential locations for the
Operation and Maintenance Facility – South Project (the OMFS Project). The OMFS Project will
support Sound Transit’s Link light rail system expansion and the related increase in its light rail
vehicle fleet and daily operations as identified in ST3. The Project’s Purpose and Need statement
notes that the OMF South must:
1. Provide a facility with the capacity to store, maintain, and deploy vehicles associated with
system-wide light rail system expansion. Support efficient and reliable light rail service that
minimizes system operating costs.
2. Support and connect efficiently to the regional system and be technically and financially feasible
to build, operate, and maintain, consistent with Sound Transit’s ST3 Plan and its Regional Transit
Long-Range Plan.
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3. Preserve and promote a healthy and sustainable environment by minimizing adverse impacts to
people and the natural and built environments.
F. Sound Transit is currently conducting environmental review for siting the OMFS Project in
accordance with the State Environmental Policy Act (SEPA). After consideration of the OMFS Draft
Environmental Impact Statement (DEIS), the Sound Transit Board will select a Preferred Alternative
site, which is currently anticipated to occur in the fourth quarter of 2020. Environmental review
under the National Environmental Policy Act (NEPA) will initiate following that decision. It’s
anticipated that the Sound Transit Board will select the location and project to be built in the fourth
quarter of 2021, after consideration of the completed SEPA and NEPA documents.
AGREEMENT
1. Purpose
The intent of this Agreement is to establish a common understanding of roles, responsibilities, and
schedule and budget imperatives for the timely delivery of the OMFS Project throughout its phases and
to establish a task order process for Sound Transit to pay the City for the costs of providing various
project support services.
2. ST3 Plan Representative Project & OMFS Project Status
2.1. The ST3 Plan included representative projects developed for the purpose of establishing scope
and cost estimates.
2.2. In April of 2019, the OMFS Project completed its Environmental Impact Statement (EIS) scoping
process. In May of 2019, the Sound Transit Board identified three of six site alternatives that
would be studied in the Draft EIS. One of the site alternatives for study in the Draft EIS is in the
City of Kent. In the summer of 2019, the OMFS Project began environmental review work on
the Draft EIS.
2.3. Sound Transit’s OMFS Project may include facilities to be constructed within the City’s
jurisdiction. Leading up to the Sound Transit Board selection of a preferred alternative,
interaction between the parties will be required to coordinate, review design, review applicable
code, share technical information and available survey data in support of project development.
2.4. If the Sound Transit Board selects a preferred alternative within the City’s jurisdiction, city
services and support leading up to the Sound Transit Board selection of a project to be built will
be required and will be scoped in a future task order under this Agreement, including City
support in preparation, review, and approval of agreements, preparation of construction plans,
and to secure property rights, permits, and approvals from the City for the construction of
Sound Transit’s facilities.
2.5. If the Sound Transit Board selects the OMFS Project to be built within the City’s jurisdiction, this
Agreement would be the first of multiple agreements and concurrence actions that will
memorialize shared understanding between Sound Transit and the City over the life of the
OMFS Project. The parties anticipate amending this Agreement and/or entering into future
agreements as the OMFS Project advances through subsequent design and delivery phases.
Future agreements or documents could include, a permitting plan, permitting and development
agreements, or other agreements as mutually determined by the Parties.
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2.6. The Sound Transit Board has the sole authority to identify a range of project alternatives, select
a preferred alternative for environmental study and subsequently select the project to be built
after conclusion of the project environmental review phase. Nothing in this Agreement shall be
interpreted as concurrence by the City that the OMFS Project should be located within City
limits, and this Agreement shall not be used as evidence in any manner or in any venue of such
concurrence.
3. Designated Representatives
The City and Sound Transit have designated formal points of contact and coordination for this
Agreement as shown in Exhibit A, Designated Representatives. Each Designated Representative is
responsible for coordinating the input and work of its agency, consultants, and staff as it relates to the
objectives of this Agreement. The Parties may change Designated Representatives by written notice to
the other Party during the term of this Agreement. Task orders may designate other individuals as points
of contact for each task order.
4. Cooperation and Good Faith Efforts
4.1. The Parties understand and agree that the activities described in this Agreement depend upon
timely and open communication and cooperation between the Parties. In this regard,
communication of issues, changes, or problems that arise with any aspect of the work should
occur as early as possible in the process, and not wait for explicit due dates or deadlines. Each
Party agrees to work cooperatively and in good faith toward resolution of any such issues.
4.2. The Parties acknowledge that this Agreement contemplates the execution and delivery of a
number of future documents, instruments and permits, the final form and contents of which are
not presently determined. The Parties agree to provide the necessary resources and to work in
good faith to develop the final form and contents of such documents, instruments and permits,
and to execute and deliver the same promptly.
4.3. The Parties will share information on existing conditions and planned projects within the OMFS
Project area with the intent to identify opportunities for coordination and resolve conflicts as
early as possible during Project development, and to reduce risks to OMFS Project development
and delivery.
5. Process for Decision Making and Project Reviews
5.1. Sound Transit will provide the City with a look-ahead schedule, typically two to three months in
advance of formal submittals at significant OMFS Project milestones that may require City staff
review and comment, to help the City identify and plan for resources needed to conduct its
reviews.
5.2. OMFS Project reviews will involve strategies, such as “over the shoulder” (“OTS”) reviews, task
forces, page-turn meetings, workshops, charrettes, or other forms of engagement that
encourage the Parties to collaborate early on thorough discussion of OMFS Project
opportunities, risks, and issues. The Parties will participate in these reviews and seek to resolve
issues proactively; before Sound Transit provides formal submittals to the City for review.
5.3. Upon receipt of official review packages, the City will review and return comments, consolidated
by the City’s Designated Representative or another party specifically identified as responsible,
from all relevant reviewers within a goal of 15 working days.
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5.4. The Parties will be transparent in their respective decision-making processes and avoid
postponing difficult decisions until a critical deadline. The Parties will discuss upcoming
decisions by either Party that may affect the OMFS Project scope, schedule, or budget and will
strive to proactively reach concurrence before decisions are made.
5.5. Commitment to OMFS Project Schedule and Budget
5.5.1. Schedule. The Parties are mutually committed to meeting key OMFS Project milestones.
The Parties will regularly review staffing plans and levels of effort to support delivery of
the OMFS Project within the agreed-upon schedule. Accordingly, the Parties will work in
good faith toward the target dates identified in the schedule attached as Exhibit B.
5.5.2. Approved cost estimate. The Parties agree to facilitate the OMFS Project being
completed within adopted budget.
5.6. The Designated Representatives will develop a concurrence document or letter to illustrate and
describe the improvements, roles and responsibilities for the OMFS Project components located
within the City’s jurisdiction, if any.
6. Engagement and Communication
6.1. Community Engagement and Communications Plan. Sound Transit’s Community Engagement
and Communications Plan describes the process for convening and managing community
engagement groups – an Elected Leadership Group, and an Interagency Group – as well as
engaging with the public and the media. The Community Engagement and Communications
Plan further describes the roles and responsibilities of the groups generally composed as
follows:
6.1.1. The Elected Leadership Group is composed of Sound Transit Board members and other
local elected officials in the corridor.
6.1.2. The Interagency Group is composed of senior staff from Sound Transit and the
associated Cities, and state agencies empowered with technical decision-making
authority.
Sound Transit has undertaken a substantive public and stakeholder engagement effort to reach
early and durable agreement on the OMFS Project scope. Ongoing OMFS Project engagement
efforts target elected leadership, partner agency staff as well as the general public and
organizations within the community. Sound Transit will continue these efforts through the life of
the OMFS Project.
6.2 Public Communication. The Parties will provide information to the community in an accurate
and timely manner and strive to notify and coordinate with each other in advance of formal
press releases, news conferences, community meetings or similar public statements concerning
the OMFS Project. As part of regular OMFS Project meetings with the City, the Parties will
coordinate and engage allowing for proactive planning of public events, collaboration in
advance related to content and topics for discussion, logistics and other issues associated with
community outreach.
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7. Environmental Review
7.1. Sound Transit is the lead agency for compliance with the State Environmental Policy Act
("SEPA") for the OMFS Project. In coordination with the City and other agencies with
jurisdiction, Sound Transit will complete the environmental review for the OMFS Project in
accordance with SEPA, by completing a SEPA Environmental Impact Statement for the OMFS
Project. The City, including all relevant departments and divisions, will participate in the
environmental review process to ensure that the scope of review, environmental impacts, and
appropriate mitigation measures are identified and agreed to during the environmental review
process for elements within the City’s jurisdiction.
7.2. The City commits to participate in the SEPA environmental review process as a Consulted
Agency. The City will contribute to the review of environmental documents for OMFS Project
elements within its jurisdiction. If future SEPA Addenda or other checklists are needed, the City
will contribute to the scope, analysis and review of the documents. The environmental review
will cover the City’s issuance of all permits for the OMFS Project as well as agreed upon
environmental mitigation for OMFS Project impacts. The City will use and rely on the OMFS
Project environmental document and agreed upon mitigation measures to satisfy its SEPA
responsibilities, consistent with WAC 197-11-600.
8. Essential Public Facilities
The OMFS Project is a regional transportation facility that has the status of an essential public facility
and the requirements of RCW 36.70A.200 are applicable. The siting and location of the OMFS Project
shall be consistent with RCW Chapter 36.70A.
9. Permitting Plan
9.1. Sound Transit will coordinate with the City to complete a code review as part of the OMFS
Project development to assess compatibility of the OMFS Project with the City’s Development
Code. The City and Sound Transit will identify appropriate actions that facilitate project delivery
if the OMFS Project is located with the City’s jurisdiction.
9.2. The Parties will coordinate to complete the following activities if the Board selects the OMFS
Project to be built within the City’s jurisdiction.
9.2.1. The parties will develop a draft Permitting Plan that supports the OMFS Project within
the City. The draft Permitting Plan will describe the processes intended to facilitate the
timely preparation, filing and processing of any required permits, identify City
departments with permitting responsibilities, and address the overall strategy for
completing land use and/or discretionary approvals, environmental permits to be issued
by the City, and building/trade/ministerial permits. The draft Permitting Plan will also
address the potential or selected delivery method(s) for OMFS Project construction and
related implications for the permitting process as well as a strategy for closing out
permits upon completion of construction and the issuance of necessary certificates of
occupancy.
9.2.2. The Parties will develop timelines in the draft Permitting Plan that support the ST3 Plan
goals of issuing land use decisions within one hundred twenty (120) days of City
acceptance of a complete application and approvals of construction permit decisions
within sooner timeframes. The Permitting Plan will include a “time-clock” process that
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excludes certain periods, such as, turn-around times for Sound Transit to address
comments, clarifications, or necessary revisions.
9.2.3. Upon completion of the environmental review phase and selection of the project to be
built, the Parties will develop a final Permitting Plan and implement the processes
identified in the Permitting Plan.
9.2.4. Implementation actions identified in the Permitting Plan may be formalized in
permitting agreements, development agreements, or other agreements as mutually
agreed by the Parties.
9.3. Nothing in this Agreement shall be deemed a waiver of the City’s regulatory authority, review
fees, nor a predetermination of OMFS Project compliance with applicable codes and regulations.
10. Planning and Managing Construction
Sound Transit will consider project delivery methods early in OMFS Project development and will
identify the appropriate project delivery method prior to the Sound Transit Board’s identification of the
project to be built. Sound Transit will evaluate alternative delivery methods for consistency with project
goals and communicate with the City regarding implications of the delivery method on the OMFS
Project, if applicable. Multiple project delivery methods may be deployed depending on construction
sequencing needs and differing OMFS Project facility requirements.
11. Property Acquisition
11.1. Temporary and Permanent Property Acquisitions
11.1.1. Sound Transit may require use of City rights-of-way to build any project element within
the City rights-of way. Sound Transit may also acquire permanent and temporary
property rights from private individuals and commercial interests to implement the
OMFS Project.
11.1.2. The City’s designated representative will notify Sound Transit’s Designated
Representative of potential development activities (permit requests, developer
inquiries, etc.) on parcels adjacent to and in the vicinity of the OMFS Project to be built,
once identified.
11.2. Transit Way
If the Board selects the OMFS Project to be built to include light rail guideway located on City
rights-of-way, the Parties will review the existing Transit Way Agreement between the Parties,
originally executed in March 2019 for the Federal Way Link Extension Project, to develop a
mutually agreeable form for a future Transit Way Agreement appropriate for the OMFS Project.
The Parties will also work together to identify opportunities and the necessary steps to
streamline the review and approval process for the OMFS Project’s Transit Way Agreement, and
subsequent amendments, including potential administrative review and approval opportunities.
The Parties will endeavor to develop the final form and contents of the Transit Way Agreement
for the OMFS Project and obtain the necessary approvals as soon as possible after the Board’s
selection of the project to be built.
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11.3. Utility Relocation
The City has agreements and franchises with third party utilities that describe processes and
notice requirements associated with requests for relocation of such facilities for City projects.
The Parties will collaboratively develop procedures for ensuring that notices and required plans
and specifications are prepared and provided to third party utility providers consistent with all
applicable codes and regulations. Likewise, the Parties will collaboratively develop similar
procedures for the relocation of utilities owned by the City. The schedule and timeline for utility
relocation is critical to the overall OMFS Project schedule.
12. Task Orders for City Services
12.1. General Approach. Sound Transit agrees to pay the City for the costs associated with particular
tasks that:
• Sound Transit asks the City to undertake and has negotiated a Task Order as described in
Section 12.2, or other written agreement, for payment to the City; and
• Provide demonstrable benefit in support of OMFS Project environmental review, design,
permitting, and construction activities, such as coordination of environmental review,
documentation of durable and specific OMFS Project commitments and concurrences,
documented decisions including permit approvals, and other types of agreements furthering
implementation of the OMFS Project; or
• Respond to requests made by Sound Transit to provide OMFS Project-related technical
information such as data, reports, or studies or to provide environmental review,
engineering or design services for City owned utilities or other public works affected by the
OMFS Project.
Costs for services will be based on the current hourly rate adopted as part of the City’s Fee
Ordinance Schedule at the time that charges are incurred.
This may include tasks that Sound Transit asks the City to complete on a shorter schedule than
the City would otherwise follow.
In general, Sound Transit will not pay the City for the costs associated with the following:
• Coordination between Sound Transit and the City normally provided as between
government agencies.
• City services provided in the ordinary course of business and on the City’s usual time and
schedule for which the City does not ordinarily charge fees such as technical staff review of
environmental documents.
• City services that Sound Transit will pay for under existing land use, permitting, or other fee
schedules. An exception to this exclusion would occur if a task order or other agreement
establishes a different payment structure in lieu of the established payments and fees.
• City services or costs associated with betterments or other improvements not identified in
the OMFS Project scope.
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12.2. Task Orders. One or more task orders may be prepared and executed by the Parties for work
effort to be covered by this Agreement. A list of anticipated task orders is attached as Exhibit C.
Task orders will be in a format similar to that shown in Exhibit D. Each task order will contain a
scope of work, a detailed cost estimate, and a schedule of work. The cost estimate will establish
a maximum funding level for the task order. Each task order will be executed by authorized
representatives of Sound Transit and the City and shall incorporate by reference the provisions
of this Agreement. In the event of a conflict between a task order and this Agreement, the
Agreement shall prevail.
12.3. Eligible Costs. Eligible Costs. The following types of expenditures will be eligible for
reimbursement:
• Direct OMFS Project costs including labor charges at the employees’ current rates in
accordance with the City adopted fee schedule on an hourly basis at the time the charge is
incurred.
• This Agreement does not cover the City’s normal capital and operating expenses such as
buildings, office equipment, maintenance, security, utilities, or vehicles, except those
expenses normally included in the City’s cost-based fee calculation for services.
• This Agreement does not cover costs the City may have incurred prior to execution of this
Agreement.
12.4. Performance. If the City does not perform the services described in the Task Orders, and if the
failure to perform is solely attributable to the City's actions or inactions, appropriate corrective
action will be discussed and agreed to by the City and Sound Transit Designated
Representatives. Should the corrective action not be agreed to or resolve the problem within
one (1) week, the dispute resolution process may be commenced and Sound Transit may
request specific resolutions including a reduction in the fees owed by Sound Transit to the City.
13. Invoicing
13.1. The City shall submit invoices and supporting documentation for task order payments. The
invoices must include the appropriate purchase order number, which Sound Transit will provide
after execution of each task order, a cover memo including a description of services provided by
the City, and supporting documentation detailing the work completed and associated costs.
13.2. The City shall submit its invoices with the required documentation via email or mail to
AccountsPayable@SoundTransit.org, or Sound Transit, Accounts Payable, 401 S. Jackson St.,
Seattle, WA 98104-2826 with a cc to the Sound Transit Designated Representative. Invoices
must be paid within (30) days of Sound Transit's receipt of the invoice and Sound Transit
confirmation of acceptable City documentation.
13.3. If Sound Transit determines that an invoice lacks sufficient documentation to support payment,
Sound Transit will notify the City of its determination within five (5) business days of receipt of
the invoice and request that the City provide additional documentation. Sound Transit may
withhold payment for contested portions of the invoice until supporting documentation for the
contested portions are provided, however such approval shall not be unreasonably withheld.
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14. Suspension and Termination
14.1. If the City has not received payment from Sound Transit as provided in Section 13, the City may
suspend performance of all or any part of the associated work after giving Sound Transit thirty
(30) days’ notice of the City’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.
14.2. 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 16 has failed
to reach resolution within the timelines described therein. The Party wishing to terminate this
Agreement for cause shall provide the other Party with notice of its intent to terminate and shall
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.
14.3. This Agreement will also terminate with the mutual consent of both Parties.
14.4. 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.
15. Indemnity
15.1. Each Party agrees to hold harmless, indemnify, and defend the other Party, its elected officials,
officers, agents, and employees, 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:
15.1.1. The indemnifying Party’s obligations to indemnify, defend and hold harmless shall not
extend to injuries, sickness, death, or damage caused by or resulting from the sole
willful misconduct or sole negligence of the other Party, its elected officials, officers,
agents or employees; and
15.1.2. 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 other Party, or of the
indemnifying Party and a third party other than an elected official, officer, agent, or
employee of the indemnifying Party, shall apply only to the extent of the negligence or
willful misconduct of the indemnifying Party, its elected officials, officers, agents, or
employees.
15.2. 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 shall fully indemnify and hold the other Party, its
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officers, agents and employees harmless from any tax liability owed by other Party arising from
or related to the transactions set forth herein, including, but not limited to, any taxes, penalties,
fines, and/or interest that are assessed by any tax authority against the indemnifying Party and
further including all attorneys’ fees and costs incurred in response to any claims or assessments
by any tax authority against indemnifying Party, its officers, agents and employees.
15.3. The obligations in this Section shall survive termination or completion of this Agreement as to
any claim, loss or liability arising from events occurring prior to such termination or completion.
16. Dispute Resolution
16.1. Prior to taking or joining any action in any judicial or administrative forum to challenge actions
of the other Party associated with this Agreement the Parties agree to follow the dispute
resolution process set out in this Section.
16.2. The Parties agree to use their best efforts to prevent and resolve potential sources of conflict at
the lowest level possible.
16.3. Any disputes or questions of interpretation of this Agreement or the performance of either
Party under this Agreement that may arise between Sound Transit and the City shall be
governed under the dispute resolution provisions in this Section. The Parties agree that
cooperation and communication are essential to resolving issues efficiently.
16.4. Either Party may refer a dispute to the dispute resolution process by providing written notice of
such referral to the other Party’s Designated Representative. The Parties agree to use their best
efforts to resolve disputes arising out of or related to this Agreement using good faith
negotiations by engaging in the following dispute resolution process should any such disputes
arise:
16.4.1. Level One - Sound Transit’s Designated Representative and the City’s Designated
Representative shall meet to discuss and attempt to resolve the dispute in a timely
manner. If they cannot resolve the dispute within fourteen (14) days after referral of
that dispute to Level One, either party may refer the dispute to Level Two.
16.4.2. Level Two - Sound Transit’s Sound Transit’s Executive Director of the Planning,
environment, and Project Development Department and the City’s Public Works and
Economic and Community Development Director(s) shall meet to discuss and attempt to
resolve the dispute, in a timely manner. If they cannot resolve the dispute within
fourteen (14) days after referral of that dispute to Level Two, either party may refer the
dispute to Level Three.
16.4.3. Level Three - Sound Transit’s Chief Executive Officer and the City’s Mayor or Designee
shall meet to discuss and attempt to resolve the dispute in a timely manner.
16.5. Except as otherwise specified in this Agreement, in the event the dispute is not resolved at Level
Three within fourteen (14) days after referral of that dispute to Level Three, the Parties are free
to file suit, seek any available legal remedy, or agree to alternative dispute resolution methods
such as mediation. At all times prior to resolution of the dispute, the Parties shall continue to
perform any undisputed obligations and make any undisputed required payments under this
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Agreement in the same manner and under the same terms as existed prior to the dispute.
Notwithstanding anything in this Agreement to the contrary, neither party has an obligation to
agree to refer the dispute to mediation nor other form of dispute resolution following
completion of Level Three of the process described herein. Such agreement may be withheld
for any reason or no reason.
17. Remedies and Enforcement
17.1. The Parties reserve the right to exercise any and all remedies available under the law, singly or
in combination, and consistent with the dispute resolution and default Sections of this
Agreement, in the event the other violates any provision of this Agreement. These remedies
include, but are not limited to:
17.1.1. Commencing an action at law for monetary damages;
17.1.2. Commencing an action for equitable or other relief;
17.1.3. Seeking specific performance of any provision that reasonably lends itself to such
remedy; and/or
17.2. All remedies set forth above are cumulative and the exercise of one shall not foreclose the
exercise of others.
17.3. Neither Party shall 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, and such
failure to enforce shall not constitute a waiver of rights or acquiescence in the other Party’s
conduct.
17.4. Each Party consents to the personal jurisdiction of the state and federal courts in King County,
Washington and waives any objection that such courts are an inconvenient forum. If either Party
brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs
and attorney’s 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 shall be construed to limit the Parties’ rights to indemnification.
18. Duration of Agreement
This Agreement shall take effect upon the last date of signature by the Parties as set forth below. This
Agreement shall remain in effect until all Sound Transit projects contemplated by this Agreement are
completed and open to the public, unless this Agreement is extended by mutual agreement of the
Parties, or unless this Agreement is superseded by a future agreement or amendment or is sooner
terminated as provided in Section 14.
19. Warranties
19.1. By execution of this Agreement, the City warrants:
19.1.1. That the City has the full right and authority to enter into and perform this Agreement,
and that by entering into or performing this Agreement the City is not in violation of any
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GA 0306 -19 Partnering and Services Agreement City of Kent 12
law, regulation, or agreement by which it is bound or to which it is bound or to which it
is subject; and
19.1.2. That the execution, delivery and performance of this Agreement by the City has been
duly authorized by all requisite corporate action, that the signatories for the City hereto
are authorized to sign this Agreement, and that upon approval by the City, the joinder or
consent of any other party, including a court or trustee or referee, is not necessary to
make valid and effective the execution, delivery and performance of this Agreement.
19.2. By execution of this Agreement, Sound Transit warrants:
19.2.1. That Sound Transit has the full right and authority to enter into and perform this
Agreement, and that by entering into or performing this Agreement Sound Transit is not
in violation of any law, regulation or agreement by which it is bound or to which it is
bound or to which it is subject; and
19.2.2. That the execution, delivery and performance of this Agreement by Sound Transit has
been duly authorized by all requisite corporate action, that the signatories for Sound
Transit hereto are authorized to sign this Agreement, and that upon approval by Sound
Transit, the joinder or consent of any other party, including a court or trustee or referee,
is not necessary to make valid and effective the execution, delivery and performance of
this Agreement.
20. Administration of Agreement
20.1. This Agreement will be jointly administered by Sound Transit’s Designated Representative and
the City’s Designated Representative.
20.2. Each Party shall bear its own costs of administering this Agreement.
20.3. Each Party shall be responsible for its own public records and public records requests.
21. Assignment and Beneficiaries
Neither Party may assign all or any portion of this Agreement without the express written consent of the
other Party. There are no third party beneficiaries to this Agreement.
22. Notices
22.1. Unless otherwise provided herein, all notices and communications concerning this Agreement
shall be in writing and addressed to the Designated Representative.
22.2. Unless otherwise provided herein, all notices shall be either: (i) delivered in person, (ii)
deposited postage prepaid in the certified mails of the United States, return receipt requested,
(iii) delivered by a nationally recognized overnight or same-day courier service that obtains
receipts, or (iv) delivered electronically to the other Party’s Designated Representative as listed
herein. However, notice under Section 14, Suspension and Termination, must be delivered in
person or by certified mail, return receipt requested.
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23. Audits
The Parties shall each maintain accounts and records, including contract and financial records, which
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 City by Sound Transit.
These records shall 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
RCW Chapter 40.14 and agreed to by the City and Sound Transit.
24. General Provisions
24.1. The Parties shall not unreasonably withhold requests for information, approvals, or consents
provided for in this Agreement; provided, however, that approvals or consents required to be
given by vote of the Sound Transit Board or the Kent City Council are recognized to be legislative
actions. The Parties agree to take further actions and execute further documents, either jointly
or within their respective powers and authority, to implement the intent of this Agreement
provided, however, that where such actions or documents must be first approved by vote of the
Sound Transit Board or the Kent City Council, such actions are recognized to be legislative
actions. The Parties agree to work cooperatively with each other to achieve the mutually
agreeable goals as set forth in this Agreement.
24.2. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the
State of Washington. Venue for any action under this Agreement shall be King County,
Washington.
24.3. This Agreement shall be binding upon and inure to the benefit of successors and assigns of the
City and Sound Transit.
24.4. Time is of the essence in every provision in this Agreement. Unless otherwise set forth in this
Agreement, the reference to “days” shall mean calendar days unless otherwise noted. Any
reference to “working days” shall exclude any legal holidays and weekend days. If any time for
action occurs on a weekend or legal holiday, then the time period shall be extended
automatically to the next business day.
24.5. This Agreement is made and entered into for the sole protection and benefit of the Parties
hereto and their successors and assigns. No other person shall have any right of action based
upon any provision of this Agreement.
24.6. 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.
24.7. This Agreement has been reviewed and revised by legal counsel for all Parties and no
presumption or rule that ambiguity shall be construed against the party drafting the document
shall apply to the interpretation or enforcement of this Agreement. The Parties intend this
Agreement to be interpreted to the full extent authorized by applicable law.
24.8. Each Party shall be responsible for its own costs, including legal fees, incurred in negotiating or
finalizing this Agreement, unless otherwise agreed in writing by the Parties.
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24.9. This Agreement and related Task Orders may be amended only by a written instrument
executed by each of the Parties hereto. The Designated Representatives may agree upon
amendments to Exhibits or to extend the term of this Agreement. Such amendments shall be
binding upon the Parties without the need for formal approval by the Sound Transit Board and
the Kent City Council, as long as the amendments are generally consistent with this Agreement
and do not exceed the authority granted by the Sound Transit Board and City Council.
24.10. This Agreement may be executed in several counterparts, each of which shall be deemed an
original, and all counterparts together shall constitute but one and the same instrument.
25. Severability
In case any term of this Agreement shall be held invalid, illegal, or unenforceable in whole or in part,
neither the validity of the remaining part of such term nor the validity of the remaining terms of this
Agreement shall in any way be affected thereby.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement by having its authorized
representative affix his/her name in the appropriate space below:
SOUND TRANSIT THE CITY OF KENT
By:
Peter M. Rogoff, Chief Executive Officer
Date:
By:
Dana Ralph, City Mayor
Date:
Authorized by Motion No.
M2020-_______
Authorized by City Council
Motion on ______, 2020.
Approved as to form:
By:
Amy Jo Pearsall, Senior Legal Counsel
Approved as to form:
By:
Arthur “Pat” Fitzpatrick, City Attorney
EXHIBITS
Exhibit A: Designated Representatives
Exhibit B: Schedule
Exhibit C: Anticipated Task Orders
Exhibit D: Task Order 1
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06/0526
6/8/2020
GA 0306 -19 Partnering and Services Agreement City of Kent 15
Exhibit A
Designated Representatives
A.1. To promote effective intergovernmental cooperation and efficiencies, each party designates the
following persons as their representatives ("Designated Representatives") who shall be responsible for
coordination of communications between the parties and shall act as the point of contact for each party.
The Designated Representatives shall coordinate communicate regularly to discuss the status of the
tasks to be performed, identify upcoming Project decisions and any information or input necessary to
inform those decisions, discuss any substantial changes to the Project, and resolve any issues or disputes
related to the Project, consistent with this Agreement.
The Designated Representatives are:
A.2 The Parties reserve the right to change Designated Representatives by providing notice to the other
party during the term of this Agreement and editing this Exhibit.
City
Tim Laporte, P.E.
Public Works Director
220 4th Avenue South Kent, WA 98032
(253) 856-5600
tlaporte@kentwa.gov
Sound Transit
Curvie Hawkins
Project Development Director – OMFS
401 S Jackson Street Seattle, WA 98104
(206) 689-4772
Curvie.Hawkins@SoundTransit.org
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Exhibit B
Schedule
OMF South Schedule*
Task Start Month End Month
Designated Representative(s) Attendance at Meetings with
Sound Transit Staff
April 2020 December 2020
1.0 Project Administration
1.1 Coordination and Communication April 2020 December 2020
1.2 Management and Administration April 2020 December 2020
1.3 Agreements April 2020 December 2020
2.0 Document and Design Review
2.1 Coordination of City Environmental Document Review
Review Draft Environmental Impact Statement (DEIS) Summer 2020 December 2020
2.2 Review of other Project Documents April 2020 December 2020
2.3 Over the Shoulder (OTS) Design Review April 2020 December 2020
2.4 Conceptual Engineering Submittal Summer 2020 December 2020
3.0 Preliminary Permitting Coordination
3.1 Establish Preliminary Permit Process April 2020 December 2020
4.0 Support Project-related Public Outreach Efforts
4.1 Participate in Planning Public Outreach Efforts April 2020 December 2020
* Dates are current as of Task Order execution, but are subject to change. ST will keep the City apprised of
schedule changes by means of a “look-ahead” schedule, which be updated on a regular basis.
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Exhibit C
Anticipated Task Orders
Task Order 1 – DEIS Project Support
Task Order 2 – Tentative - FEIS Project Support
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Exhibit D
1 of 4
TASK ORDER __: Title
BETWEEN THE CITY OF KENT AND SOUND TRANSIT
FOR THE OPERATION AND MAINTENANCE FACILITY - SOUTH PROJECT
This Task Order is issued under the Partnering and City Services Agreement between the City of Kent
and Sound Transit dated ________, 2020. This Task Order establishes the scope, schedule, and budget
for the services (Services) provided by the City for Sound Transit. The City agrees to perform the Services
in the manner set forth in this Task Order. The terms and conditions of the Partnering and City Services
Agreement are incorporated into this Task Order unless expressly modified below.
The effective date of this Task Order is _________________, 20___.
Project Description.
Provide general description of the work to be performed. May also include definitions if
helpful/appropriate.
• The Scope of Work is included as Attachment 1 to this Task Order.
• The Cost Estimate is included as Attachment 2 to this Task Order.
• The Schedule is included as Attachment 3 to this Task Order and referenced in Exhibit B to the
Agreement. Any changes to the schedule will be amended via this Task Order.
The authorized representatives of the parties have agreed to the terms of this Task Order by signing
below.
For the City
_____________________________________
Signature
_____________________________________
Title
_____________________________________
Date
Approved as to Form:
____________________________________
Name, City Attorney
For Sound Transit
_____________________________________
Signature
_____________________________________
Title
_____________________________________
Date
Approved as to Form:
_____________________________________
Name, Sound Transit Legal Counsel
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GA 0306 -19 Partnering and Services Agreement City of Kent 19
Exhibit D
2 of 4
TASK ORDER # ____ Attachment 1: Title Scope of Work.
The outline below provides a sample format. The Scope should be fully developed and provide a detailed
description of work to be provided under each Task Order.
Task 1: Project Administration
1.1. Coordination and Communication.
1.2. Management and Administration.
1.3. Agreements.
Task 2: Document and Design Review
2.1. Coordination of City Environmental Document Review.
2.2. Review of Other Project Documents.
2.3. Over the Shoulder (OTS) Design Review.
2.4. Conceptual Engineering Submittal.
Task 3: Preliminary Permitting Coordination
3.1. Establish Permit Process.
Task 4: Support Project-related Public Outreach Efforts
4.1. Participate in Planning Public Outreach Efforts.
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Exhibit D
3 of 4
TASK ORDER # _____ - Attachment 2: Title Task Order Cost Estimate.
Spreadsheet to be inserted. Use tasks and schedule to develop estimate based on labor rate and
expenses.
Contract contingency will be used per Sound Transit discretion and in accordance with signature
authority procedures.
Task Total Hours Labor Rate O/H Rate Total
1. Project Management and Administration
1.1 Coordination and Communication
1.2 Management and Administration
1.3 Agreements
2. Document and Design Review
2.1 Review Draft Environmental Impact
Statement (DEIS)
2.2 Review of Other Project Documents
2.3 OTS Design Review
2.4 Conceptual Engineering Submittal
3. Preliminary Permitting Coordination
4. Support Project-related Public Outreach
Efforts
Subtotal
10% Contingency
Total Estimated Cost
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GA 0306 -19 Partnering and Services Agreement City of Kent 21
Exhibit D
4 of 4
TASK ORDER # _____ - Attachment 3: Schedule.
OMF South Schedule*
Task Start Month End Month
Designated Representative(s) Attendance at Meetings with
Sound Transit Staff
April 2020 December 2020
1.0 Project Administration
1.1 Coordination and Communication April 2020 December 2020
1.2 Management and Administration April 2020 December 2020
1.3 Agreements April 2020 December 2020
2.0 Document and Design Review
2.1 Coordination of City Environmental Document Review
Review Draft Environmental Impact Statement (DEIS) Summer 2020 December 2020
2.2 Review of other Project Documents April 2020 December 2020
2.3 Over the Shoulder (OTS) Design Review April 2020 December 2020
2.4 Conceptual Engineering Submittal Summer 2020 December 2020
3.0 Preliminary Permitting Coordination
3.1 Establish Preliminary Permit Process April 2020 December 2020
4.0 Support Project-related Public Outreach Efforts
4.1 Participate in Planning Public Outreach Efforts April 2020 December 2020
* Dates are current as of Task Order execution, but are subject to change. ST will keep the City apprised of
schedule changes by means of a “look-ahead” schedule, which be updated on a regular basis.
DocuSign Envelope ID: 3EE007C4-0686-47DB-B046-73AC1A4883F7
Certificate Of Completion
Envelope Id: 3EE007C4068647DBB04673AC1A4883F7 Status: Completed
Subject: Please DocuSign GA 0306-19 Partnering and City Services Agreement
Source Envelope:
Document Pages: 21 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 0 Angie House
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
401 S Jackson St
Seattle, WA 98104
angela.house@soundtransit.org
IP Address: 10.103.48.203
Record Tracking
Status: Original
4/27/2020 5:42:03 PM
Holder: Angie House
angela.house@soundtransit.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Central Puget Sound Regional Transit
Authority
Location: DocuSign
Signer Events Signature Timestamp
Pat Fitzpatrick
pfitzpatrick@kentwa.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 146.129.252.126
Sent: 4/27/2020 5:55:20 PM
Viewed: 4/30/2020 12:40:23 PM
Signed: 4/30/2020 12:41:43 PM
Electronic Record and Signature Disclosure:
Accepted: 4/30/2020 12:40:23 PM
ID: b3691a16-36f4-4d8f-b8dc-b797d3633b36
Company Name: Sound Transit
Dana Ralph
dralph@kentwa.gov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 146.129.252.126
Sent: 4/30/2020 12:41:47 PM
Resent: 6/5/2020 2:15:11 PM
Viewed: 6/5/2020 3:45:32 PM
Signed: 6/5/2020 3:45:57 PM
Electronic Record and Signature Disclosure:
Accepted: 6/5/2020 3:45:32 PM
ID: a4cfa991-ee62-41ae-9edd-edea105c9b96
Company Name: Sound Transit
Amy Jo Pearsall
amy.pearsall@soundtransit.org
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 97.113.83.55
Sent: 6/5/2020 3:46:01 PM
Viewed: 6/5/2020 4:21:00 PM
Signed: 6/5/2020 4:22:35 PM
Electronic Record and Signature Disclosure:
Accepted: 6/5/2020 4:21:00 PM
ID: 081d380b-e22b-4735-9a50-b2ce2a3f8ccd
Company Name: Sound Transit
Signer Events Signature Timestamp
Kimberly Farley
kimberly.farley@soundtransit.org
Deputy Chief Executive Officer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.239.251.202
Sent: 6/5/2020 4:22:41 PM
Viewed: 6/8/2020 8:57:42 AM
Signed: 6/8/2020 8:58:02 AM
Electronic Record and Signature Disclosure:
Accepted: 6/8/2020 8:57:42 AM
ID: b12e7b15-6233-499e-b83b-05f76178adce
Company Name: Sound Transit
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Lola Michaels
lola.michaels@soundtransit.org
Central Puget Sound Regional Transit Authority
Security Level: Email, Account Authentication
(None)
Sent: 6/5/2020 4:22:38 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Magda Ostrowski
magda.ostrowski@soundtransit.org
Security Level: Email, Account Authentication
(None)
Sent: 6/5/2020 4:22:40 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gwen McCullough
gwen.mccullough@soundtransit.org
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 8:58:07 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mark Howlett
mhowlett@kentwa.gov
Security Level: Email, Account Authentication
(None)
Sent: 6/8/2020 8:58:07 AM
Viewed: 6/8/2020 8:59:26 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/8/2020 8:58:07 AM
Certified Delivered Security Checked 6/8/2020 8:58:07 AM
Envelope Summary Events Status Timestamps
Signing Complete Security Checked 6/8/2020 8:58:07 AM
Completed Security Checked 6/8/2020 8:58:07 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Sound Transit (we, us or Company) may be required by law to provide to you
certain written notices or disclosures. Described below are the terms and conditions for providing
to you such notices and disclosures electronically through the DocuSign system. Please read the
information below carefully and thoroughly, and if you can access this information electronically
to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please
confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and
signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 4/21/2020 10:31:58 AM
Parties agreed to: Pat Fitzpatrick, Dana Ralph, Amy Jo Pearsall, Kimberly Farley
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Sound Transit:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: records.management@soundtransit.org
To advise Sound Transit of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us
at records.management@soundtransit.org and in the body of such request you must state: your
previous email address, your new email address. We do not require any other information from
you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Sound Transit
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to and in the body of such request you
must state your email address, full name, mailing address, and telephone number. We will bill
you for any fees at that time, if any.
To withdraw your consent with Sound Transit
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to records.management@soundtransit.org and in the body of such request
you must state your email, full name, mailing address, and telephone number. We do not need
any other information from you to withdraw consent.. The consequences of your withdrawing
consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Sound Transit as described above, you consent to receive
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by Sound Transit during the course of your relationship with Sound
Transit.