Contract 8044 ...... ·• TR-01-13382 IC: 1-17-10997 Overlake Transit Center Pedestrian Bridge
T R A I L L E A S E
THIS IS A TRAIL LEASE (Lease) made and entered into by and between the WASHINGTON STATE DEPARTMENT OF TRANSPORTATION hereinafter called (WSDOT), and the CITY OF REDMOND, a Washington State municipal corporation, hereinafter called the (TENANT);
WHEREAS, the land and premises to be leased are not presently needed exclusively for highway purposes; AND
WHEREAS, TENANT desires to operate and maintain a trail segment under this Lease as part of the TENANT's local comprehensive trail plan and/or a state or federal comprehensive trail plan as an interim use until the land and premises to be leased are needed for a highway purpose; AND
WHEREAS, WSDOT is granted authority to lease property under RCW 47.12.120, and, WSDOT deems it to be in the best public interest to enter into this Lease, AND
WHEREAS, TENANT, the Central Puget Sound Regional Transit Authority (Sound Transit), and the Microsoft Corporation entered into an agreement in February 2014, as shown in Exhibit A, where Sound Transit will construct a trail and pedestrian bridge with appurtenances (Trail Facility) on behalf of TENANT in the airspace over SR 520 pursuant to a WSDOT-issued tempo,:ary construction airspace lease. It is the intent of TENANT and Sound Transit for Sound Transit \o convey ownership of the Trail Facility to TENANT upon TENANT's acceptance of the Trail Facility work. Once accepted, TENANT shall be the owner of and have the sole responsibility to operate and maintain the Trail Facility pursuant to the terms of this Lease,
NOW, THEREFORE, pursuant to RCW 47.12.120, the above recitals that are incorporated herein as if fully set forth below, and in consideration of the terms, conditions, covenants and perfomrnnces contained herein and Exhibits A, B, and C, which arc altached hereto and incorporated herein,
IT IS MUTUALLY AGREED AS FOLLOWS:
I. PREMISES.
A. WSDOT leases to TENANT, and TENANT hereby leases from WSDOT, the premises (Premises) located in the Northeast Quat1er of the Northwest Quat1er of Section 23, Township 25 North, Range 5 East, W.M., in the city of Redmond and known to be a portion of
Page I of 22 TR-01-13382 IC: 1-17-10997 Overlake Transi~ Center Pedestrian Bridge the highway right of way of SR 520, NE 40th St. Interchange, sheet 2 of 5 sheets, approved on November 6, 1998, and as further shown hachured on Exhibit B.
B. The Premises is approximately 9,950 square feet. The underside of the pedestrian bridge structure with appurtenances is located above State Route (SR) 520 and shall be no less than 17.50 feet above the paved surface of the underlying SR 520 right of way (NAVO I 988).
C. Located on the east side of the Premises is an approximately 300 square foot area, shown cross-hachured on Exhibit B, that crosses over the premises described in lease AA 1-11237/IC 1-17-06184, between WSDOT and Sound Transit, executed on November I, 2005 and later amended with Amendment I effective April I, 2011. WSDOT and Sound Transit shall amend lease AA 1-11237 to limit Sound Transit's premises at this location to a maximum height of 17.50 feet (NA VD 1988) above the ground .. The revised premises shall abut the bottom side of the overhead pedestrian bridge structure, but not include it. This amendment to lease AA 1-11237 shall be executed prior to the conditions of Section 2., below, being completed. Otherwise, this Lease shall be terminated.
2. TERM. The term of this Lease shall COMMENCE ON THE DATE THE TENANT EXECUTES A LETTER OF ACCEPTANCE OF THE TRAIL FACILITY WITH SOUND TRANSIT and THE MICROSOFT CORPORATION (Commencement Date) and shall have a term of twenty (20) years. TENANT's Letter of Acceptance with the documents identified below shall be provided to WSDOT within thirty (30) calendar days after TENANT issues its Letter of Acceptance to Sound Transit. TENANT's Letter of Acceptance with the documents identified below shall be made exhibits to this Lease by amendment executed by WSDOT and the TENANT. WSDOT shall provide the amendment to the TENANT for signing within sixty (60) calendar days after TENANT's Letter of Acceptance with the identified documents all have been submitted to WSDOT. TENANT's Letter of Acceptance shall include the documents following:
A. A recorded easement from each abutting property owner where the Trail Facility leaves the Premises, conveying unrestricted ingress, egress and use of the Trail Facility to the public over the abutting property. The easement(s) shall provide a connection from the Premises to another unrestricted public right of way;
B. A completed plan change to Exhibit B, showing the Trail Facility's centerline relative to SR 520's centerline and all access breaks where the Trail Facility breaks SR 520's limited access; and
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C. A complete set of final dimensioned As-Built scale drawings showing at least the information following: (i) the exact Premises and all of the Trail Facility's components including but not limited to landscaping, lighting and drainage; (ii) plan ties to beginning and end of Trail Facility; (iii) pedestrian bridge profile, showing vetiical distance from the underside of the pedestrian bridge to the paved surface of the SR 520 right of way; and (iv) such other infonnation as WSDOT may request. Acceptability of the As-Built drawings shall be determined solely by WSDOT. The current As-Built sheet is shown as Exhibit C. The parties agree to amend the current Exhibit C by replacing it with the final dimensioned As-Built drawings by amending the Lease pursuant to Section 28.
3. RENEW AL. Upon expiration of the initial term, this Lease may be renewed by the TENANT for two (2) additional ten (10) year periods, (Renewal Period), at the discretion of WSDOT; provided that, (A.) TENANT is not in default and has not been in default during the term of this Lease; (B.) the Premises is not needed for a priority transportation purpose, as detetmined by WSDOT; (C.) TENANT's continued use under this Lease docs not impair the safety or operation of WSDOT's highway or facility, as solely dete1mined by WSDOT; and (D.) the terms and conditions of this Lease conform to then-existing state policies or practices, laws, regulations and contracts, or provided, TENANT is willing to amend this Lease to bring it into compliance with such policies, practices, laws, regulations, and contracts. The Renewal Period shall be on the same terms and conditions as set forth herein, except as modified by any changes in policies, practices, laws, regulations or contracts and as reflected in a written amendment signed by both parties. TENANT shall give written notice of its intent to renew this Lease for the Renewal Period(s) not less than ninety (90) calendar days, but not more than six (6) months, prior to the expiration of the Lease, or any extension thereof.
4. CONS ID ERA TION. In lieu of paying economic rent for the Premises, TENANT agrees to provide other specific consideration which is deemed to be a highway benefit. The consideration is the separation of motor vehicle traffic from pedestrians or cyclists which will materially increase motor vehicle safety and increase efficiency of the surrounding city streets. A large number of people work in this area and often need access over, or travel regularly between, both sides of SR 520. The nearest overcrossing with pedestrian access is the heavily congested NE 40 th Street bridge interchange. Due to the large volumes of pedestrians and motor vehicles using this area, conflict between the two is common. In addition, the etriciency of the on/off ramps to SR 520 and surrounding city streets is decreased. This pedestrian bridge and Trail Facility will provide an alternative for pedestrians who need to cross -SR 520, thereby materially increasing the safety of the motoring public and roadway efficiency of SR 520 and smrn,mding city streets.
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5. TERMINATION BY WSDOT.
A. WSDOT may terminate this Lease. without penalty or further liability, as follows:
(I) Immediately, upon the unauthorized assignment of this Lease by TENANT;
(2) Upon not less than thirty (30) calendar days prior written notice, if TENANT fails to provide all documents required under Section 2.;
(3) Upon not less than thirty (30) calendar days prior written notice, if TENANT defaults on any provision in this Lease and is notified by WSDOT of the default two (2) times within a six (6) month period, The third default shall be deemed "non-curable;"
(4) Upon not less than thirty (30) calendar days prior written notice to TENANT, if TENANT defaults, and fails to cure such default within that thirty (30) calendar day period, or such longer period, as may be reasonably determined by WSDOT, if TENANT is diligently working to cure the default Waiver or acceptance of any default of the terms of this Lease by WSDOT shall not operate as a release of TENANT's responsibilities for any prior or subsequent default
(5) Immediately, if TENANT's insurance coverage as required herein lapses for any reason, In such event, WSDOT may, at its option, barricade access to the Premises at TEN ANT' s cost TEN ANT agrees to reimburse WS DOT for the actual direct and related costs of the work pursuant to Section 22;
(6) Immediately, upon issuance of any court order, legislative action, or goverrnnental agency action having jurisdiction to take such action, which would significantly impair or effectively prohibit TENANT's use of the Premises;
(7) Immediately, upon written notice, if a receiver is appointed to take possess10n of TENANT's assets, TENANT makes a general assignment for the benefit of creditors, or TENANT becomes insolvent or takes or suffers action under the Bankruptcy Act;
(8) Upon not less than two hundred seventy (270) calendar days prior written notice, if WSDOT determines that it is in the best interest of WSDOT to terminate this Lease;
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(9) Upon not less than thirty (30) calendar days prior written notice if the Premises has been abandoned, in WSDOT's sole judgment, for a continuous period of ninety (90) calendar days; or
( 10) Immediately, if a transportation emergency exists as solely detennined by WSDOT.
B. WSDOT may terminate the Lease in part upon not less than sixty (60) calendar days prior written notice, if WSDOT detennines that a portion of the Premises may be used for, but not limited to, telecommunications purposes, which in WSDOT's sole determination are reasonably consistent with TENANT's authorized use of the Premises.
C. TENANT acknowledges and agrees that the highway use of the Premises is paramount to any other use, including TENANT's use for a pedestrian bridge and Trail Facility. If this Lease is terminated for highway construction or reconstruction, TENANT hereby agrees to promptly remove the Trail Facility and pedestrian bridge from its current location on SR 520 right of way at no cost to WSDOT, and to indemnify and hold hannless WSDOT from any and all costs.
D. If TENANT fails to remove the Trail Facility and pedestrian bridge pursuant to Section 5.C. and WSDOT must perform the work, TENANT agrees that WSDOT may withhold and expend funds sufficient to reimburse WSDOT for all costs associated with the Trail Facility and pedestrian bridge removal from the Premises from TENANT's share of any Motor Vehicle Gas Tax Funds or any other funds distributed to TENANT by WSDOT to cover the actual direct and related indirect costs of such work.
E. TENANT agrees to pay all costs to barricade or to provide other interim safety measures, as directed by WSDOT, if closure of the Trail Facility becomes necessary to facilitate repair, reconstruction, maintenance, or modifiearions of the highway tight of way.
6. TERMINATION BY TENANT. TENANT may tem1inate this Lease without penalty or further liability as follows:
A. Upon not less than sixty (60) calendar days prior written notice for any reason; provided that, TENANT removes all traces of the Trail Facility and pedestrian bridge prior to the date of tennination.
B. Upon not less than thirty (30) calendar days prior written notice, if WSDOT defaults and fails to cure such default within that thirty (30) calendar day period, or
Page 5 of 22 TR-01-13382 IC: 1-17-10997 Overlake Transit Center Pedestrian Bridge such longer pe1iod, as may be reasonably detennined by TENANT, if WSDOT is diligently working to cure the default; or
C. Immediately, upon written notice, ifin TENANT'sjudgment the Premises is destroyed or damaged so as to substantially and adversely affect TENANT's authorized use of the Premises.
7. USE OF PREMISES.
A. No use other than the operation and maintenance of a public pedestrian, bicycle, and other non-motorized vehicle Trail Facility and pedestrian bridge under the control of TENANT is permitted without the prior written approval of WSDOT. TENANT expressly agrees that it will not charge others to use the Premises. No motorized vehicles will be allowed on the Premises except for TENANT's maintenance vehicles and emergency vehicles responding to an emergency on the Premises. In using the Premises, TENANT shall comply with all statutes, policies and regulations, including, but not limited to the Scenic Vistas Act, RCW 47.42 et seq. and WAC 468-66 et seq., heretofore adopted or hereafter promulgated by WSDOT or the state legislature relative to the location, operation, and maintenance of improvements located on the Premises. No access to the Premises will be constructed or allowed to be constructed by or for TENANT without WSDOT's prior written approval. Direct access to ramps or traveled lanes of state highways is not permitted. All grading and construction plans and any changes thereof are subject to approval by WSDOT.
B. TENANT will not allow third parties to use the Premises as access to private property or improvements. Furthermore, in using the Premises, it is expressly agreed that TENANT shall: 1) comply with all applicable federal, state and local laws, ordinances, and regulations, including environmental requirements that arc in force or which may hereafter be in force; and 2) secure all necessary permits and licenses for the uses of the Premises authorized in this Lease. TENANT hereby agrees to indemnify, defend and hold haimless WSDOT from all claims or suits resulting from TENANT's failure to comply with such requirements.
C. No signs, other than directional signs, no trespassing signs, no skateboarding signs, no throwing objects from the Trail Facility signs, no posting of notices signs or that sign fu1ther described herein, are permitted without WSDOT's prior written approval. Any such signs shall not be placed so as to be visible from the main traveled way of SR 520. WSDOT owned fences in place at the time of execution of this Lease or relocated to separate the Premises from the traveled roadway will be maintained by WSDOT. Nothing is to be attached to WSDOT's fence without prior w,itten approval. If any fence is damaged as a result of the activities authorized by this Lease, TENANT will promptly repair such damage at its cost to WSDOT's satisfaction.
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D. Within thi11y (30) calendar days of the Commencement Date, TENANT at is sole expense shall erect and maintain a pennanent sign at all entrances to the Trail Facility located on WSDOT right of way, stating as follows: '"T!,is trail is located 011 !,ighway rigl,t of way 1111der a cooperative agree111e11t betwee11 the city of Redmond and tl,e Washington State Department of Transportation. "
E. WSDOT does not warrant that the unconstructed right of way is suitable for TEN ANT' s purposes.
8. OPERATION, MAINTENANCE, REPAIR AND REPLACEMENT OF BRIDGE AND PREMISES.
A. TENANT, as owner of the Trail Facility and pedestrian bridge located on the Premises, shall perfonn or cause to be performed, at its sole expense, all operation, maintenance, reconstruction, repair, and/or removal of any or all components of the Trail Facility and pedestrian bridge, including but not limited to keeping the Trail Facility, pedestrian bridge, and Premises in good condition, both as to safety and appearance, to the sole satisfaction of WSDOT.
B. WSDOT, or its agents or contractors, shall perform the regular inspection of the pedestrian bridge structure as required by the Code of Federal Regulations 23 CFR 650, subpart C, National Bridge Inspection standards (NBIS). TENANT shall be responsible for and shall reimburse WSDOT for all pedestrian bridge structure inspection costs, including but not limited to materials, equipment, labor, overtime, traffic control, and per diem costs pursuant to Section 22. Inspections will be conducted on a twenty-four (24) month cycle, or more frequently, as solely determined by WSDOT's Bridge Maintenance Engineer. TENANT shall contact WSDOT's Bridge Preservation Engineer at 360-570-2556 to arrange for any additional bridge inspections or to obtain prior written approval for any structural bridge repairs or pavement overlays.
C. TENANT, as owner of the Trail Facility and pedestrian bridge, shall be responsible for all costs to replace or repair all damage to the Trail Facility and pedestrian bridge and appui1enances and/or associated TENANT improvements on the Premises or off the Premises that might adversely affect the Premises, caused by TENANT, its employees, invitees, contractors, third parties, and/or acts of God. Any TENANT work, including repair, maintenance, construction or reconsttuction that is related to the safety or structural integrity of the Trail Facility and pedestrian bridge structure requires WSDOT's prior written approval. WSDOT shall be responsible for first response activities for damages or impacts to SR 520 caused by the location, use, repair, maintenance, construction, reconstruction, and operation of the Trail Facility and pedest1ian bridge, including the use of such facility by pedestrians,
Page 7 of22 TR-01-13382 IC: 1-17-10997 Overtake Transit Center Pedestrian Bridge bicyclists, and any other user of whatever kind. TENANT agrees to reimburse WSDOT for all first response costs as a result of the TENANT's use of the Premises, including but not limited to materials, equipment, labor, overtime, and per diem costs pursuant to Section 22.
D. TENANT shall prevent water draining from the Premises from affecting SR 520 in any way, including but not limited to water from leaking membranes, irrigation systems and/or leaking drainage standpipes. In the event water from the Premises does affect SR 520, TENANT will immediately perform repairs to stop the leak(s) or water drainage affecting the SR 520 facility. If TENANT fails to perform repairs within 24 hours of receipt of written notice from WSDOT, or in an emergency as determined solely by WSDOT, WSDOT reserves the right to perfonn the repairs, and TENANT agrees to reimburse WSDOT for all costs of said repairs pursuant to Section 22.
E. TENANT shall provide WSDOT with traffic control plans for WSDOT review and approval in advance of any TENANT authorized work or activity on the Premises or off t_he Premises which may result in traffic impacts to SR 520. WSDOT shall review and approve, modify, or reject the TENANT's plans with fifteen (15) business days after receipt of plans. If WSDOT rejects the plans, WSDOT will cooperatively work with the TENANT to develop acceptable plans. TENANT agrees to coordinate directly with Sound Transit any of TENANT's work that will impact the area currently leased by Sound Transit under AA 1-11237, as amended, see Section LC. above.
F. TENANT agrees that it shall be additionally responsible for the following specific maintenance and operational items, at its sole cost and expense, without fu11her liability to WSDOT:
(I) Security and law enforcement for the Premises, including but not limited to the immediate removal of individuals with their possessions, when such individuals are occupying the Premises for any other reason than the intended use of the Trail Facility and pedestrian bridge. For the purpose of this Lease, the intended use of the Trail Facility and pedestrian bridge is to provide an alternative access route over SR 520 for pedestrians using non motorized modes of transportation; therefore the pm1ies recognize that the Trail Facility occupies limited access right of way and is not the equivalent of a city street;
(2) Graffiti removal from all real and personal property, including but not limited to all Trail Facility, pedestrian bridge, and SR 520 fixtures and appurtenances. TENANT shall in no way interfere with any highway operation, maintenance, construction, traffic flow, or impact the safety of the traveling public on SR 520 when removing graffiti. TENANT agrees to inspect the Premises at least once per month;
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(3) Litter control on an as needed basis in accordance with adopted TENANT maintenance standards and practices or upon·WSDOT notification and/or inspections;
(4) Sweeping the Premises on an as needed basis in accordance with adopted TENANT maintenance standards and practices; and
(5) Immediate removal from the Premises and disposal of all unauthorized signs, banners, etc., including those related to commercial advertising, political campaigns, and/or protests. If TENANT fails to remove and dispose of said signs, banners, etc., within 24 hours of receipt of written notice from WSDOT, WSDOT reserves the right to perform such work, and TENANT agrees to reimburse WSDOT for all costs to remove and dispose of said signs, banners, etc. pursuant to Section 22.
(6) TENANT shall be responsible for all landscaping and weed control on the Premises. TENANT agrees to prevent and/or repair any damage to WSDOT's facilities caused by vegetation and/or trees on the Premises. If TENANT fails to repair said damage within thi11y (30) calendar days or receipt of written notice from WSDOT, WSDOT reserves the right to perform such work, and TENANT agrees to reimburse WSDOT for all costs associated with such work pursuant to Section 22.
G. TENANT warrants that any landscaping planted and maintained on the Premises will not damage, threaten to damage, or otherwise adversely affect any part or component of WSDOT's highway facility or operation thereof, or adversely affect traffic safety. TENANT warrants that any WSDOT-owned vegetation disturbed during the Trail Facility and pedestrian bridge's operation and maintenance shall be replanted or replaced, at TENANT's sole cost and expense, to the satisfaction of the WSDOT. Application of pesticides and herbicides upon the Premises shall be perfonned by, or under, the direct supervision ofTENANT's officers, officials, employees, and/or agents who possess a current Public Operator or Commercial Pesticide Operator license. Washington State Depattment of Agriculture Pesticide Application Records shall be kept by the TENANT for each application in accordance with chapter 17.21 RCW and be available for review by the WSDOT within five (5) calendar days of records' request.
H. If TENANT fails to maintain any and all components of the Premises as provided herein, the WSDOT may perfom1 such maintenance after providing the TENANT with thirty (30) calendar days written notice of such maintenance default, and TENANT agrees to reimburse the WSDOT for such maintenance costs pursuant to Section 22.
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9. ENVIRONMENT AL REQUIREMENTS.
A. TENANT represents, warrants, and agrees that it will conduct its activities on and off the Premises in compliance with all applicable environmental laws. As used in this Lease, the te1m "Environmental Laws" means all federal, state and local environmental laws, rules, regulations, ordinances, judicial or administrative decrees, orders, decisions, authorizations or permits, including, but not limited to, the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq., the Clean Air Act, 42 U.S.C: § 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. § I 100 I, et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., the Oil Pollution Control Act, 33 U.S.C. § 2701, et seq., and Washington or any other comparable local, state, or federal statute or ordinance pertaining to the environment or natural resources and all regulations pertaining thereto, including all amendments and/or revisions to said laws and regulations.
B. Toxic or hazardous substances are not allowed on the Premises without the express written pem1ission of WSDOT and under such terms and conditions as may be specified by WSDOT. For the purposes of this Lease, "Hazardous Substances," shall include all those substances identified as hazardous under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq., and the Washington Model Toxics Control Act, RCW 70.105D et seq., including all amendments and/or revisions to said laws and regulations, and shall include gasoline and other petroleum products. In the event such permission is granted, the use and/or disposal of such materials must be done in a legal manner by TENANT.
C. TENANT agrees to cooperate in any environmental investigations conducted by WSDOT staff or independent third parties where there is evidence of contamination on the Premises, or where WSDOT is directed to conduct such audit by an agency or agencies having jurisdiction. TENANT will reimburse WSDOT for the cost of such investigations, where the need for said investigation is determined to be caused by TENANT's operations. TENANT will provide WSDOT with notice of any inspections of the Premises, notices of violations, and orders to clean up contamination. TENANT will pennit WSDOT to paiticipate in all settlement or abatement discussions. In the event that TENANT fails to take remedial measures as duly directed by a state, federal, or local regulatory agency within ninety (90) calendar days of such notice, WSDOT may elect to perform such work, and TENANT covenants and agrees to reimburse WSDOT for all direct and indirect costs associated with WSDOT's work where those costs are determined to have resulted from TENANT's use of the Premises. TENANT further agrees that the use of-the Premises shall be such that no hazardous
Page 10 of22 TR-01-13382 IC: 1-17-10997 Overtake Transit Center Pedestrian Bridge or objectionable smoke, fumes, vapor, odors, or discharge of any kind shall rise above the grade of the right of way.
D. For the purposes of this Lease, "Costs" shall include, but not be limited to, all response costs, disposal fees, investigatory costs, monitoring costs, civil or criminal penalties, and attorney fees and other litigation costs incurred in complying with state or federal environmental laws, which shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 960 I, et seq; the Clean Water Act, 33 U.S.C. § 1251; the Clean Air Act, 42 U.S.C. § 7401; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901; and the Washington Model Toxics Control Act, RCW 70.105D et seq., including all amendments and/or revisions to said laws and regulations.
E. TENANT agrees to defend, indemnify and hold harmless WSDOT from and against any and all claims, causes of action, demands and liability including, but not limited to, any costs, liabilities, damages, expenses, assessments, penalties, fines, losses, judgments and attorneys' fees associated with the removal or remediation of any Hazardous Substances that have been released, or otherwise come to be located on the Premises, including those that may have migrated from the Premises through water or soil to other properties, including without limitation, the adjacent WSDOT property and which are caused by or result from TENANT's act1V1t1es on the Premises. TENANT further agrees to retain, defend, indemnify and hold haimlcss WSDOT from any and all liability arising from the offsite disposal, handling, treatment, storage, or transportation of any such Hazardous Substances removed from said Premises.
F. WSDOT hereby agrees to indemnify and hold harmless TENANT from any costs or liabilities associated with the removal or remediation of any Hazardous Substances that have_been released, or otherwise come to be located on the Premises by the acts or omissions of WSDOT, its employees, contractors, and agents. WSDOT further agrees to retain and indemnify and hold harmless TENANT from any and all liability arising from the offsite disposal, handling, treatment, storage, or transp01tation of any such Hazardous Substances removed from said Premises.
G. The prov1s1ons of this paragraph shall survive the expiration or te1mination of this Lease.
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IO. WSDOT'S RESERVATION OF RIGHT TO MAINTAIN WSDOT FACILITIES ON AND TO GRANT UTILITY FRANCHISES AND PERMITS AND TO LEASE PREMISES FOR COMPATIBLE PURPOSES.
A. WSDOT reserves the right for utility franchise and permit holders to enter upon the Premises to maintain facilities and, for itself, to grant utility franchises and/or permits within the Premises. Such installation will be accomplished in such a manner ·as to minimize any disruption to TENANT and so as not to unreasonably interfere with the leasehold rights of TENANT, or increase TENANT's cost of maintaining the Trail Facility. The franchise/permit holder will be required to restore paving and grading damaged by the installation. WSDOT also reserves the right to withdraw portions of the Premises for uses such as, but not limited to, telecommunications transmission sites, which WSDOT detennines to be reasonably compatible with TENANT's authorized use of Premises.
B. TENANT shall not disturb markers installed by a franchise/permit holder and will contact and provide notice to any franchise/permit holder and all owners of underground facilities prior to any excavation. TENANT shall contact WSDOT and call the Underground Utility Locating Service, or its successor organization, as part of its efforts to ascenain any and all owners of underground utility facilities and to locate the utility. TENANT shall not damage legally installed underground utilities. TENANT shall comply with all applicable provisions of chapter 19.122 RCW relating to underground facilities.
C. WSDOT further reserves the right to use the Premises to the extent reasonably compatible with the TENANT's authorized use of the Premises, such as but not limited to attaching traffic cameras, state highway signs or notice boards to the bridge structure, as well as conduit for fiber optic use.
11. USE OF RIGHT OF WAY UNDER OR ADJACENT TO STRUCTURE.
A. TENANT agrees to provide protection against vehicular hits or other likely causes of damage arising from TENANT'S use of the Premises to all retaining walls and to piers exposed to such potential damage under any elevated highway structure existing on the Premises. Such wall and pier protection shall be provided to the satisfaction of WSDOT prior to occupancy.
B. TENANT shall not weld any metal object to any metal member of any metal structure, nor drill or rivet into nor otherwise fasten anything to any pier or beam on any concrete, metal, or wood structure without WSDOT's specific written approval of detailed drawings for such welding, riveting, drilling, or fastening.
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C. TENANT shall at its own expense, and upon prior written approval from WSDOT, make any provisions it deems necessary to protect users of the proposed facility from any hazards resulting from use and operation of the highway.
12. TAXES, ASSESSMENTS, AND UTILITIES. TENANT agrees to pay all assessments that benefit the Premises and/or which may hereafter become a lien on the interest of TENANT in accordance with RCW 79.44.010. TENANT agrees to pay all taxes that may hereafter be levied or imposed upon the interest of TENANT or by reason of this Lease. TENANT is responsible for and agrees to pay the cost for all utilities, including, but not limited to, surcharges, fuel adjustments, rate adjustments and taxes that serve the Premises.
13. LIMITATIONS. TENANT expressly acknowledges and agrees that WSDOT's rights under this Lease to review, comment on, disapprove and/or accept designs, plans specifications, work plans, construction, equipment, installation, (a) exist solely for the benefit and protection of WSDOT, (b) do not create or impose upon WSDOT any standard or duty of care toward TENANT, all of which are hereby disclaimed, (c) may not be relied upon by TENANT in determining whether TENANT has satisfied any and all applicable standards and requirements and (d) may not be asserted, nor may WSDOT's exercise or failure to exercise any such rights be asserted, against WSDOT by TENANT as a defense, legal or equitable, to TENANT's obligation to fulfill such standards and requirements and regardless of any acceptance of work by WSDOT.
14. LIENS.
A. TENANT shall at all times indemnify and hold harmless WSDOT from all claims for labor or materials in connection with construction, repair, alteration, maintenance or installation of structures, improvements, equipment, or facilities on or within the Premises, and from the cost of defending against such claims, including attorney fees.
B. In the event a lien is filed upon the Premises, TENANT shall: (a) Record a valid Release of Lien, or (b) Deposit sufficient cash with WSDOT to cover the amount of the claim on the lien in question, and authorize payment to the extent of said deposit to any subsequent judgment holder that may arise as a matter of public record from litigation with regard to lienholdcr claim, or (c) Procure and record a bond which releases the Premises from the claim of the lien and from any action brought to foreclose the lien.
C. Should TENANT fail to accomplish (a), (b), or (c) above within fifteen ( 15) calendar days after the filing of such a lien, the Lease shall be in default.
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15. ENCUMBRANCES. It 1s expressly understood that TENANT shall not encumber the Premises.
16. WSDOT'S RIGHT OF ENTRY AND INSPECTION. WSDOT, for itself, its agents and contractors, and for the Federal Highway Administration (FHWA), reserves the right to enter upon the Premises at any time without notice to TENANT for the purpose of inspection, maintenance, construction, or reconstruction of the highway facility or any element thereof, or to perform environmental reviews. WSDOT shall in no way be responsible for any incidental or consequential damages due to such loss of use, if any, by TENANT. WSDOT and FHW A may from time-to-time go upon the Premises for the purpose of inspecting any excavation, construction, or maintenance work being done by TENANT. Further, this right shall not impose any obligation upon WSDOT to make inspections to ascertain the safety of TENANT's improvements or the condition of the Premises.
17. INSURANCE.
A. TENANT warrants that it is self~insured, and agrees to provide acceptable evidence of its self-insured status to WSDOT. TENANT's insurance policy must provide liability coverage for the Premises, including public liability coverage for bodily injury, property damage, and personal injury of not less than two million and no/I 00 dollars ($2,000,000.00) combined single limit per occurrence, with a general aggregate amount of not less than four million and no/I 00 dollars ($4,000,000) per policy period. Such aggregate limits shall apply for this Premises location, and coverage under said policy shall be triggered on an "occurrence basis," not on a "claims made" basis. TENANT shall increase the policy limits at its sole cost, when and if WSDOT deems it necessary due to TENANT's use of the Premises within ten (10) calendar days ofWSDOT's written request to do so.
B. TENANT assumes all obligations for premium payment, and in the event of nonpayment is obligated to reimburse WSDOT the cost of maintaining the insurance coverage and any legal fees incurred in enforcing such reimbursement in the event TENANT fails to pay the policy premiums.
C. Coverage, if obtained by TENANT in compliance with the section, shall not be deemed as having relieved TENANT of any liability in excess of such coverage.
D. In the event TENANT, after commencement of this Lease, elects to terminate its self~insured status and secure commercial liability coverage, TENANT will promptly notify WSDOT, promptly secure insurance coverage as designated herein or as amended by WSDOT and promptly provide a certificate of insurance from an insurer licensed to conduct business in the State of Washington, to the satisfaction of WSDOT. WSDOT shall be
Page 14 of22 • • TR-01-13382 IC: 1-17-10997 Overlake Transit Center Pedestrian Bridge
named as an additional insured by endorsement of the liability policy required, utilizing ISO Form 2026 (Additional Insured - Designated Person or Organization) or its equivalent without modification. The endorsement shall require the insurer to provide the WSDOT, Real Estate Services Office in Tumwater, with no less than thirty (30) calendar days written notice before any cancellation of the coverage required herein.
18. HOLD HARMLESS/INDEMNIFICATION.
A. TENANT, its successors and assigns, will protect, save, and hold harmless WSDOT, its authorized agents and employees, from all claims, actions, costs, damages (both to persons and/or property), or expenses of any nature whatsoever by reason of the acts or omissions of TENANT, its assigns, subtenants, agents, contractors, licensees, invitees, employees, or any person whomsoever, arising out of or in connection with any acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occurring on or off the Premises. TENANT farther agrees to defend WSDOT, its agents or employees, in any litigation, including payment of any costs or attorney's fees, for any claims or actions commenced, arising out of, or in connection with acts or activities related to this Lease, whether those claims, actions, costs, damages, or expenses result from acts or activities occun-ing on or off the Premises. This obligation shall not include such claims, actions, costs, damages, or expenses which may be caused by the sole negligence of WSDOT or its authorized agents or employees; provided that, if the claims or damages arc caused by or result from the concurrent negligence of (a) WSDOT, its agents or employees and (b) TENANT, its assigns, subtenants, agents, contractors, licensees, invitees, employees, or involves those actions covered by RCW 4.24.115, this indemnity provision shall be valid and enforceable only to the extent of the negligence of TENANT or its assigns, subtenants, agents, contractors, licensees, invitees, employees.
B. TENANT specifically assumes potential_ liability for the actions brought by TENANT's employees and solely for the purposes of this indemnification and defense, TENANT specifically waives any immunity under the State industrial insurance law, Title 51 RCW. TENANT recognizes that this waiver was the subject of mutual negotiations.
C. The indemnification and waiver provisions contained in this section shall survive the tennination or expiration of this Lease.
19. NONDISCRIMINATION. TENANT, for itself, its successors and assigns, as part of the consideration hereof, does hereby agree to comply with all applicable civil rights and antidiscrimination requirements including, but not limited to, chapter 49.60 RCW.
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20. ASSIGNMENT. Neither this Lease nor any rights created by it may be assigned, sublet, or transferred in written or oral fonn.
21. SURRENDER OF PREMISES AND REMOVAL OF TENANT'S IMPROVEMENTS AND PERSONAL PROPERTY.
A. Upon termination of this Lease, TENANT shall cease its operations on and/or use of the Premises. In the event TENANT fails to vacate the Premises on the date of termination, TENANT shall be liable for any and all costs to WSDOT arising from such failure. As used herein, "vacate" shall include preventing use of the Premises by the public.
B. Upon tennination of this Lease, TENANT agrees, if so directed by WSDOT, to restore grades and on limited access highways also to relocate WSDOT's fences, if any, to their configurations prior to TENANT's occupancy. This work is to be done at TENANT's sole expense to the satisfaction ofWSDOT.
C. Upon termination of this Lease TENANT agrees, if so requested by WSDOT, to obliterate the Trail Facility and pedestrian bridge, remove all improvements and personal property, and/or provide erosion control treatment at its own expense and to WSDOT's satisfaction, returning the right of way to its original condition before the construction of the Trail Facility and pedestrian bridge.
D. TENANT shall accomplish the above work by the date of termination. If, after tennination of this Lease, TENANT has not removed its improvements and/or personal property and returned the right of way to its original condition, if requested to do so, within the time allowed, WSDOT may, but need not, remove and dispose of said improvements and/or personal property and return the right of way to its original condition at the expense of TENANT, and TENANT shall reimburse WSDOT for any and all expenses incurred by WSDOT in connection with such work pursuant to Section 22.
22. INVOICE AND PAYMENTS.
A. TENANT shall reimburse WSDOT for all actual direct and related indirect costs, including materials and equipment costs, incurred by WSDOT for work performed by WSDOT under this Lease. WSDOT shall provide detailed invoices to TENANT, and TENANT agrees to pay WSDOT within sixty (60) calendar days from the date of a WSDOT invoice.
B. Payments shall be made payable to the Washington State Department of Transportation. All payments shall be mailed or delivered to:
Page 16of22 TR-01-13382 IC: 1-17-10997 Overlake Transit Center Pedestrian Bridge
DEPARTMENT OF TRANSPORTATION (Mailing Address) Attn.: Property Management Program Manager P.O. Box 47339 Olympia, WA 98504-7339
DEPARTMENT OF TRANSPORTATION (Physical Address) Attn.: Property Management Program Manager 7345 Linderson Way SW Tumwater, WA 98501
C. TENANT agrees that if payment or mrnngement for payment of any of WSDOT's invoices for costs recoverable under this Lease is not made to WSDOT within sixty (60) calendar days after the date of WSDOT's invoice, TENANT agrees that WSDOT shall be entitled to withhold and expend the total sum due from the TENANT's regular monthly Motor Vehicle Fund fuel tax payments until such time as the invoiced costs have been recovered in full.
23. NO RELATIONSHIP ESTABLISHED. WSDOT shall in no event be consttued to be a partner with, associate or joint venturer of TENANT or any party associated with TENANT. TENANT shall not create any obligation or responsibility on behalf of WSDOT or bind WSDOT in any manner.
24. TRANSPORTATION PURPOSES.
A. TENANT and WSDOT hereby aflirm that upon termination or expiration of this Lease for any reason and the subsequent use of the Premises for transportation or other purposes, such use will not be considered the use of any publicly-owned land from a public park, recreation area, or wildlife and waterfowl refuge within the meaning of 23 U.S.C. 138 and 49 U.S.C. 303 (former 49 U.S.C.1653 (f), Section "4f'). If this Lease is terminated for highway consttuction and WSDOT or authorized local, state or federal otlicial having jurisdiction of the land or a court of competent jurisdiction determines that replacement of the Trail Facility and pedestrian bridge is required under 23 U.S.C. 138 and 49 U.S.C. 303, TENANT agrees that it shall be responsible for and promptly replace the Trail Facility and pedestrian bridge as required and pay all such costs in accordance with Section 5.C. of this Lease.
B. TENANT further acknowledges, agrees, and promises not to use Outdoor Recreation Funds as provided for in the Land and Water Conservation Fund Act, 16 U.S.C. 460- 1, sections 4-11 (see section 8(1)(3) within state owned right of way; such funds may be used outside of the state owned right of way).
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25. CONDITION OF THE PROPERTY. WSDOT and TENANT acknowledge that they have jointly examined the Premises identified in Exhibit B, and TENANT accepts said Premises in its present condition as of the Commencement Date of this Lease.
26. BINDING CONTRACT. This Lease shall not become binding upon WSDOT unless and until executed for WSDOT by the Secretary of Transportation, or her duly authorized representative.
27. ATTORNEYS' FEES. In the event of any controversy, claim, or dispute arising out of this Lease, each party shall be solely responsible for the payment of its own legal expenses, including but not limited to, attorney's fees and costs.
28. MODIFICATIONS. This Lease contains all the agreements and conditions made between the parties hereto and may not be modified orally or in any manner other than by written amendment, signed by all authorized parties thereto.
29. INTERPRETATION. This Lease shall be governed by and interpreted in accordance with the laws of the State of Washington. The titles to paragraphs or sections of this Lease are for convenience only and shall have no effect on the construction or interpretation of any pat1 hereof.
30. SEVERABILITY. In case any one or more of the provisions contained in this Lease shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Lease shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
31. VENUE. TENANT agrees that the venue of any action or suit concerning this Lease shall be in the Thurston County Superior Court and all actions or suits thereon shall be brought therein, unless applicable law requires otherwise.
32. TOTALITY OF AGREEMENT. It ts understood that no guarantees, representations, promises, or statements expressed or implied have been made by WSDOT except to the extent that the same are expressed in this Lease.
33. MEMORANDUM OF LEASE. The parties hereby agree to execute and record a memorandum of lease, if either party so requests.
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34. NOTICES. Wherever in this Lease written notices are to be given or made, they' will be sent by certified or overnight mail addressed to the parties at the addresses listed below, unless a different address has been designated in writing and delivered to the other party.
WSDOT: DEPARTMENT OF TRANSPORTATION (Mailing Address) Attn.: Property Management Program Manager P.O. Box 47338 Olympia, WA 98504-7338
DEPARTMENT OF TRANSPORTATION (Physical Address) Attn.: Property Management Program Manager 7345 Linderson Way SW Tumwater, WA 98501
TENANT: CITY OF REDMOND (Mailing Address) Attn.: Real Property Manager P.O. Box 97010 Redmond, WA 98073-9710
CITY OF REDMOND (Physical Address) Attn.: Real Property Manager 15670 NE 85 1h Street Redmond, WA 98052
THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK
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Signatures: Accepted and Approved by:
CITY OF REDMOND WASHINGTON STATE DEPARTMENT OF TRANSPORTATION
By ~" By ~ ~ ~~ Mayor Property Management Program Manager
Dated: bu,, \~ 1,,o\'-5" Dated: "AN"~l 1, UJ(fu
APPROVED AS TO FORM
Dated: Dec✓ Itµ, WI?' Dated: _ /_-_ L(_ -f__,~<=------
Page 20 of22 TR-01-13382 IC: 1-17-10997 Overlake Transit Center Pedestrian Bridge
CORPORATE ACKNOWLEDGMENT
STA TE OF WASHINGTON )
) ss
COUNTY OF KING )
On this ------'=------I Lt, day of Jx-~ , 2015 before me personally appeared John Marchione to me known to be the Mayor of the City of Redmond of the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument.
GNEN under my hand and official seal the day and year last above written.
~~H~ µ._/_ ;Jd(r_, k -HOYt- (Print or type name)
Notary Public in and for the State of Washington ______., -fl_~rr;J
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WSDOTACKNOWLEDGMENT
STATE OF WASHINGTON )
) ss
COUNTY OF THURSTON )
On this ~ day of :6A1 U1.n/>~ 2JiY before me persona1lyppar~'J3: t1-ynWa Tremblay, to me known~ the duly appointed Property Management Program Manager, and that she executed the within and foregoing instrument and acknowledged the said instrument to be the free and voluntary act and deed of said State of Washington, for the uses and purposes therein set forth, and on oath states that she was authorized to execute said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the ~ day of ~l ll1..Q.(2_.,v\ _ , 201,,,5.I U (S
(~ ~ l L1fee_,__, ~~-/ (Print or type name)
Notary Public in and for the State of Washington
residing at~~J t,Q WJ,T\_,\
My commission expires 5 );z-r) 1 u G
Page 22 of22 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail Page 1 of 68 AGREEMENT BETWEEN THE CITY OF REDMOND, THE CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, AND MICROSOFT CORPORATION FOR THE OVERLAKE TRANSIT CENTER COMPONENT OF THE EAST LINK EXTENSION PROJECT
THIS AGREEMENT, effective upon the date of the latest signature, is entered into by and between the CITY OF REDMOND, a Washington municipal corporation (the "City"), the CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY a regional transit authority organized under the laws of the State of Washington ("Sound Transit"), and MICROSOFT CORPORATION, a Washington corporation ("Microsoft"), collectively "Parties" and individually "Party." The Parties are interested in a mutually acceptable design and operational program for the Overlake Transit Center ("OTC") component of the Sound Transit East Link Project. WHEREAS, Sound Transit owns and operates the Overlake Transit Center ("OTC") as a public transit center facility. OTC is located on approximately 8.19 acres ofreal property in the City between SR 520 and 156th Ave NE in the SW quadrant of the intersection of I 56th Avenue NE and NE 40th Street, and is shown on the vicinity map attached as Exhibit A. OTC is separated from Microsoft's Main and West campuses by 156th Avenue NE and SR 520, respectively.
WHEREAS, in 2002, in exchange for certain transferable development rights from the City, Microsoft dedicated the OTC property to Sound Transit for transit-related purposes. The terms and conditions of the dedication are described in a Transit Center Dedication Agreement dated July 16, 1996 between Microsoft and the City recorded under King County Recording No. 9608071578 (the "Dedication Agreement") and a NE 40th Street Overlake Transit Center Redmond - Sound Transit Assignment Agreement dated November 9, 2001 between the City and Sound Transit recorded under King County Recording No. 20020114001694 (the "Assignment Agreement"). The Deed of Dedication for Transit Center was recorded under King County Recording No. 20020131000910 (the "Deed").
WHEREAS, pursuant to a Ground Lease between Sound Transit as Landlord and Microsoft as Tenant dated August 7, 2001, as amended by First Amendment to Ground Lease dated January 31, 2002 (as amended, the "Ground Lease"), Microsoft leased certain real property at OTC for operation of its shuttle service ("Shuttle Connect") connecting OTC to Microsoft's campuses al)d other office facilities in the City. Microsoft also uses a Flyer Stop along SR 520 under a License Agreement dated April 25, 2011 and two bus bays (Bus Bay #I and Bus Bay #2) at OTC to operate intercity commuter bus service ("Connector") for its employees pursuant to separate license agreements with Sound Transit. Microsoft also leases office space at the OTC under a separate lease agreement dated March 17, 2009, as amended ("Term Lease") for the operation of its Shuttle Connect and Connector service. The Microsoft Shuttle Connect service, Connector bus service, and related office space operations at the OTC are together referred to herein as "Microsoft Transportation Services.".
WHEREAS, in the Ground Lease, Sound Transit and Microsoft agreed that if Sound Transit terminates the Ground Lease in order to improve delivery of its high capacity transportation services to
OTC Agreement Page 1 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail 68 the public, Sound Transit will incorporate Microsoft's Shullle Connect operations in its redevelotMlil'ni of upon reasonable terms and conditions.
WHEREAS, in November 2008, the voters approved funding for the East Link Light Rail Extension Project ("East Link") to provide light rail service between the cities of Seattle, Mercer Island, Bellevue, and Redmond. On November 17, 2011, by Motion M20 I 1-81, the Sound Transit Board of Directors implemented the East Link light rail project and approved the selection of two station locations within the City of Redmond, one in the Overlake Village neighborhood (the "Overlake Village Station") and one at OTC.
WHEREAS, in connection with delivery of East Link, Sound Transit intends to redesign OTC to provide light rail service, a multi-story parking garage, additional bus bays, and other facilities for multi modal transit connections (the "OTC Redesign"). The Link Light Rail Design Criteria Manual ("DCM"), published and periodically updated by Sound Transit, provides standards and criteria related to the development of the light rail system. ·
WHEREAS, by letter to the Sound Transit Board dated March 26, 2012, Microsoft approached Sound Transit to suggest collaborating on certain station improvements and accommodations not included in Sound Transit's project scope for the OTC Redesign, including but not limited to: a pedestrian and bicycle bridge connection linking the OTC with Microsoft's Main and West campuses across SR 520 and 156th Ave NE (the "OTC Ped Bridge"); extended weather protection at the light rail platform and at transit waiting areas; greater capacity for technology features; and expanded Microsoft Transportation Services operations offices (the "Office Program.") These items are further defined in Sections 2.1 - 2.8 of this Agreement, and in addition to other activities described herein shall be referred to collectively as the "OTC Elements."
WHEREAS, Microsoft has also requested as part of the OTC Elements that certain accommodations during construction of the redesigned OTC to mitigate construction impacts, including maintaining Microsoft's Transportation Services operations at OTC during construction. Microsoft and Sound Transit acknowledge that due to limited staging and lay down area at OTC, such accommodation will require cooperation and coordination between the Parties to pennit Microsoft to continue such operations without significant delay or cost increase to Sound Transit's construction schedule and budget.
WHEREAS, Microsoft has critical infrastructure, including fiber and communication infrastructure that will be impacted by the East Link rail alignment and the OTC Redesign. Sound Transit and Microsoft desire to coordinate to mitigate this impact as part of the OTC Elements.
WHEREAS, Sound Transit has carefully considered the proposed OTC Elements and believes they will provide added benefit to the overall transit experience for its patrons. Sound Transit's Scope Control Policy (Resolution No. 2009-24) requires outside financial participation in order to include the OTC Elements in the East Link Project. Sound Transit therefore desires to work with Microsoft to construct the OTC Elements, provided Microsoft funds the additional improvements as further described herein and the improvements will not delay the opening of the redesigned OTC for revenue service and are designed and built in accordance with Sound Transit standards.
WHEREAS, the City acknowledges that the OTC Ped Bridge is a necessary infrastructure improvement that enhances pedestrian and bicycle access from the OTC to the Overlake Business and Technology Center, a major employment area, the westbound transit flyer stops, and to nearby regional
OTC Agreement Page 2 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgerTrail -1 • . Pa9e3of68 tra1 s. The City, subJect to a maintenance and operations agreement, and subsequent final acceptance, will own and operate the OTC Ped Bridge.
WHEREAS, Sound Transit will seek various permits and approvals from the City for construction and operation of the OTC Redesign, including the OTC Elements. The City is responsible for administering state and local land use laws and development regulations that will apply to planning, design, development and operation of OTC.
WHEREAS, Sound Transit and Microsoft anticipate entering into additional agreements by which Sound Transit will lease space to Microsoft for operation of Microsoft Transportation Services, including office space, customer waiting areas, and parking for office staff.
WHEREAS, the Parties desire to enter into this Agreement to set forth their respective responsibilities, define Microsoft's funding commitment for the OTC Elements, develop a protocol for sharing information in a timely manner and at stages appropriate to ensure adequate consideration of issues raised by the Parties, and decision making standards that maximize transparency and efficiency in decision making and build effective cooperation between the Parties.
NOW, THEREFORE, in consideration of the recitals, terms, conditions, and covenants contained herein; IT IS MUTUALLY AGREED AS FOLLOWS: 1.0 GENERAL
L1 Incorporation of Recitals. The above recitals are incorporated as part of this Agreement. 1.2 Purpose. The purpose of this Agreement is to identify the roles and responsibilities of the Parties for the design, construction, and operation of the OTC Redesign; to identify and define the OTC Elements requested by Microsoft to improve and facilitate the OTC Redesign to be designed and constructed, or incorporated as a part of the OTC Redesign; to document contributions to be made by each Party to the OTC Redesign and the OTC Elements; and to define payment terms and methods. The OTC Redesign includes the OTC Elements except for any OTC Elements tenninated by any Party pursuant to this Agreement. I -3 East Link Project. The East Link project is a voter-approved project to expand light rail from downtown Seattle to East King County with stations serving Seattle, Mercer Island, Bellevue, and Redmond. The East Link Project includes the redevelopment of the OTC as the interim terminus light rail station, designed to meet the DCM, and to include a multi-level parking garage with approximately 320 parking stalls (the "Parking Garage").
The OTC Redesign is included in the "E-360" construction package for East Link. The E-360 construction package includes the guideway, stations, and associated light rail facilities east of the point where the Light Rail alignment enters the SR 520 right-of-way.
1.4 Environmental Documents. Sound Transit is the "lead agency" for purposes of OTC Redesign compliance with the State Environmental Policy Act, RCW 43.21C (SEPA). The OTC Redesign has been subject to procedural and substantive SEPA through issuance of the following
OTC Agreement Page 3 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overtake Transit Center Pedestrian BridgefTrail environmental documents by the lead agency, which comprise the "Project Environmenta19e 4 0168 Documents" and are incorporated herein by this reference: A. East Link Project Final Environmental Impact Statement, July 15, 2011 (FEIS); B. The related documents referenced in the FEIS, including but not limited to those submitted by the City; and C. East Link Extension - 2013 SEPA Addendum, March 2013. Sound Transit acknowledges that it has not applied for required permits for the OTC Redesign from the City and that the City's issuance ofpennits for the OTC Redesign is an action which may be subject to SEPA. The parties agree that pursuant to WAC 197-11-600, the Project Environmental Documents will be used by the City unchanged for its review and decisions on permit applications related to the OTC Redesign, unless otherwise indicated pursuant to WAC 197-11-600(3). As long as Sound Transit implements the mitigation measures described in the Record of Decision, Attachment C Summary of Required Mitigation Measures, the City will not exercise its substantive SEPA authority to impose additional conditions. In the event Sound Transit is required to conduct additional environmental review regarding the OTC Redesign, those documents would be included as Project Environmental Documents and the City reserves its substantive SEPA authority with respect to that review and may impose additional conditions based on that additional review, consistent with WAC 197-11-660.
1.5 Cooperation of the Parties. The provisions contained 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 should occur as early as possible in the process, and not wait for explicit due dates or deadlines. Each Party shall work cooperatively and in good faith toward resolution of issues in a manner that ensures adequate time for each Party to consider and address the issues. This Agreement contemplates the execution and delivery ofa number of future documents, instruments, and permits, the final fonn and contents of which are not presently determined. The Parties shall provide the necessary resources and work in good faith to develop in a diligent and timely manner the final fonn and content of such documents, instruments, and permits. 1.6 Design-Build Project Schedule. The OTC Redesign project schedule is attached as Exhibit B (the "Project Schedule") and may be amended by mutual agreement of the Designated Representatives defined in Section 7.1. The OTC Ped Bridge will open in 2020. Activities, decisions and milestones to occur during each phase are described in Section 6. The Project Schedule contains the following project phases: A. Initial Final Design Phase. This phase begins upon execution of this Agreement and concludes upon the issuance of the design-build Request for Qualifications ("RFQ"). B. Contractor Selection Phase. This phase begins upon the issuance of the RFQ and concludes upon the issuance of a Notice to Proceed ("NTP") for the design-build contractor.
OTC Agreement Page4 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page Q of 68 C. Design Completion/Pre-Construction Phase. This phase begins upon the issuance of the NTP to the design-build contractor and concludes upon the completion of construction plans and specifications for all OTC Elements. D. Construction Phase. This phase begins upon the start of construction for any OTC Element and concludes upon the successful completion of final inspections for all OTC Elements. This phase may begin before the Design Completion/Pre-Construction phase for other OTC Elements has concluded. E. Commissioning Phase. This phase begins upon the successful completion of final inspections by the parties for any OTC Element, and concludes upon the final acceptance and transfer, if required, for all OTC Elements. This phase may begin before the Construction phase for other OTC Elements has concluded. F. Operations Phase. This phase begins upon the operational start up for each OTC Element and OTC Redesign, and may begin before the Construction or Commissioning phases for other OTC Elements have concluded. 2.0 OTC ELEMENTS Eight OTC Elements have been agreed upon for the OTC Redesign. A summary description and base assumptions for each OTC Element follows. Section 3 describes each Party's roles and responsibilities with regard to each OTC Element and Section 4 describes each Party's financial contributions to each OTC Element. 2.1 OTC Ped Bridge. Sound Transit shall incorporate the OTC Ped Bridge into the OTC Redesign. The conceptual design for the OTC Ped Bridge, allached as Exhibit C, begins on Microsoft property on the east side of 156th Avenue NE, then crosses west over 156th Avenue NE adjacent to the Parking Garage, allowing for utilization of the garage vertical circulation, then crosses west over the East Link tracks and SR 520, and ends on Microsoft property on the west side of SR 520 with connections to Microsoft facilities, the westbound flyer stop and the SR 520 regional trail. The Parking Garage vertical circulation is the only component of this OTC Element that is included in the original project scope for the OTC Redesign. The OTC Ped Bridge design will be based on the design narrative and conceptual drawings set forth in Exhibit C. 2.2 Office Program. Sound Transit shall incorporate office space and associated mechanical and service spaces into the OTC Redesign for lease to Microsoft. Sound Transit shall design and construct the Office Program as a shell to accommodate Microsoft Transportation Services operations offices in accordance with the requirements attached as Exhibit D. The office space shall include separate utility services and metering. All associated services (utility and mechanical service, garbage and delivery service vehicles) are included in the Office Program and therefore considered part of this OTC Element. Landscaping and vegetation will be designed to meet City permitting requirements and is not considered to be part of this OTC Element.
OTC Agreement Page 5 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Over!ake Transit Center Pedestrian Bridge/Trail 6 68 The project scope for the OTC Redesign includes the design and construction of the Parkf/lg of Garage. No additional parking will be included as a part of this Agreement. Any parking for the Office Program required by City permits will be included in the currently programmed stalls. 2.3 Capacity for Future Technology. Sound Transit will design and construct certain areas of the OTC to accommodate additional capacity for technology displays to be designed, installed and maintained by Microsoft at Microsoft expense. Sound Transit shall incorporate additional electrical conduit and electrical junction boxes into the design at OTC, the quantities of which are described on Exhibit E, and the location of which may include but are not limited to the light rail platfom1, Connector and other bus shelters, the Shuttle Connect stops on the OTC Site, the plaza area in front of the Parking Garage, and the general vicinity of the fare zone. The Parties intend that Microsoft's technology displays will not interfere or conflict with Sound Transit signage and rider notification systems, including audio and visual information systems, and that Sound Transit and Microsoft will cooperate to integrate rider notification displays, as appropriate, to ensure transit users are presented with accurate, complete, and easy to follow information about the transit experience. Microsoft usage of the technology displays will comply at all times with Sound Transit policy regarding Advertising Standards (currently Administrative Policy and Procedure #35), as it may be amended. No features of this Element are included in the project scope of the OTC Redesign.
2.4 Canopy Coverage. Sound Transit shall incorporate additional canopies into the design and construction of the OTC as shown on the attached Exhibit E, or as determined by mutual agreement of Microsoft and Sound Transit. The additional canopies are identified to be installed at the light rail station platform, public bus stops, and at the Microsoft Transportation Services stops. The additional canopies shall meet the standards of the DCM. The project scope of the OTC Redesign includes the design and construction of canopies at the light rail platform as described in the DCM and for the re-use of three two-sided bus shelters currently in use at the OTC.
2.5 Construction Phasing. Sound Transit shall phase the construction of the OTC Redesign to accommodate Microsoft Transportation Services during construction. When the facilities currently leased to Microsoft at OTC are no longer available to Microsoft, the Ground Lease and Term Lease shall terminate and Sound Transit shall grant Microsoft a non-exclusive license (the "Interim License") to continue using the OTC land for the operation of two (2) Connector buses and twelve (12) Shuttle Connect vehicles during construction of the OTC Redesign. Sound Transit and Microsoft have negotiated key terms for the Interim License pursuant to a separate Microsoft Lease Term Sheet ("Microsoft Lease Term Sheet") attached hereto as Exhibit Kand intend to enter into an Interim License Agreement prior to the start of construction at OTC. Sound Transit and Microsoft agree that one solution for a phased construction plan is shown in Exhibit F (the "Construction Phasing Plan"); this exhibit may be amended by mutual agreement of Sound Transit and Microsoft. Due to limited on-site parking at the OTC as a result of the Construction Phasing Plan, Microsoft shall provide parking space usage for Sound Transit's exclusive use during construction of the OTC Redesign as described in Section 4.9. The
OTC Agreement Page 6 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge!Trail 7 0168 Construction Phasing Plan shall include weather protection facilities for patrons ofMicro[;t¥e Transportation Services during the construction period in a manner consistent with Exhibit F.
th 2.6 NE 36'h Street Access/Garage Egress. Sound Transit shall incorporate the NE 36 Street Access/Garage Egress Conceptual Design into the OTC Redesign. The intent of the conceptual design is to balance traffic operations for vehicles using NE 36th Street to access the OTC and the Microsoft property south of NE 36th Street. The Conceptual Design is attached as Exhibit G; this exhibit may be amended by mutual agreement of the Parties. 2. 7 Microsoft Shuttle Connect Loop. Sound Transit shall include in the OTC Redesign a loop for Microsoft Shuttle Connect vehicles for active queuing and layover with sufficient curb space to accommodate 15 Shuttle spaces and 2 Connector bays, with I additional bay for ti.tture growth to be used as bus or layover space at the OTC as shown on Exhibit H attached hereto. Microsoft use shall not restrict public Para-transit and/or ADA Access vans froin using the loop to access the Para-transit zone. Exhibit H may be amended by mutual agreement of Sound Transit and Microsoft. 2.8 Infrastructure Mitigation Coordination. As necessitated by the OTC Redesign and the construction of the light rail guideway, Microsoft shall relocate and remove its fiber optic line (the "Microsoft Facilities") by November 15, 2015 in accordance with Exhibit L. As mitigation for the removal and relocation of the Microsoft Facilities and in accordance with Exhibit L, Sound Transit shall reimburse Microsoft's costs up to the maximum amount of Two Million Five Hpndred Twelve Thousand Four Hundred'Forty Six Dollars ($2,512,446.00).
3.0 ROLES AND RESPONSIBILITIES Sound Transit shall be solely responsible for administering the design and contracting process and for communicating with all contractors. Sound Transit shall also be responsible for resolving all contractor disputes as described in Section 6, provided that Microsoft shall be given notice of all such disputes directly related to the OTC Elements and the City shall be given notice of all such disputes directly related to the OTC Ped Bridge, and the Parties shall be given an opportunity to comment on those disputes for which they have been provided notice prior to Sound Transit making a final decision. Sound Transit will not resolve any contractor dispute in a manner that materially alters the design or function or that materially increases the maintenance costs of the OTC Ped Bridge from that agreed to in Section 6.2 without the consent of the City. J. I OTC Ped Bridge A. Design-Build. Microsoft has engaged appropriate engineering and architectural firms to produce a conceptual design of the OTC Ped Bridge that represents 15% complete design, and upon execution of this Agreement, Microsoft shall deliver the 15% design to Sound Transit. Sound Transit shall utilize the 15% plans to complete design-build contract documents in collaboration with Microsoft and the City in accordance with Section 6 of this Agreement.
OTC Agreement Page 7 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overtake Transit Center Pedestrian BridgefTrail U pan executmn. o fth.1s A greement an d pnor. to th e preparation. o fd es1gn-. b u,·1d contractPaqe8of68 documents, the City shall provide specifications required for City acceptance of the OTC Ped Bridge after completion.
B. O& M Agreement. Prior to Sound Transit's issuance of the draft design-build request for proposals (RFP) as described in Section 6.3, the Parties shall develop terms and conditions for an OTC Ped Bridge Operations and Maintenance Agreement (the "O&M Agreement") that specifies responsibilities regarding day-to-day maintenance and capital preservation activities necessary to maintain the OTC Ped Bridge after its completion and delivery to the City. Unless otherwise agreed by the Parties, the O&M Agreement shall provide that the City will be responsible for all long term inspection, maintenance and repair of the OTC Ped Bridge in a manner that complies with the City's standards for the entire length of the OTC Ped Bridge, with Sound Transit's standards for that portion of the OTC Ped Bridge on Sound Transit's property, and with WSDOT requirements for that portion of the OTC Ped Bridge within WSDOT right-of-way. Microsoft shall be responsible for certain day-to-day maintenance activities, such as emptying trash receptacles at the ends of the OTC Ped Bridge and may be responsible for other maintenance activities as agreed to in the O&M Agreement. The Parties shall determine maintenance responsibilities, including maintenance at the interface between the OTC Ped Bridge and the Parking Garage, and address access rights and security, some of which may be performed by Sound Transit if the O&M Agreement so provides. In addition, the O&M Agreement shall provide for the potential transfer ofownership of the OTC Ped Bridge and any associated easements or air rights to another agency or party should the City decide at some point it no longer desires to own the OTC Ped Bridge. Prior to the start of the Construction Phase for the OTC Ped Bridge, the Parties shall execute the O&M Agreement. Prior to substantial completion of the OTC Ped Bridge, the O&M Agreement shall be reviewed and amended if necessary, subject only to final corrections related to as-built documentation. A delayed _O&M Agreement may prevent final acceptance of construction and transfer of infrastructure to the City. C. Ownership. At the completion of construction and upon the City-'s satisfaction that all requirements for public use/occupancy of the facility have been met, Sound Transit shall transfer ownership of the OTC Ped Bridge to the City, as further described in Section 6.6. As the sole owner of the OTC Ped Bridge, the City shall have all rights customarily associated with ownership, including but not limited to, the right to transfer its interest in, reconstruct, repair, eliminate, demolish, or otherwise alter the OTC Ped Bridge in any manner whatsoever, subject only to the terms and conditions of the O&M Agreement and any applicable easements or air rights.
D. WSDOT Right of Way. In the event that WSDOT notifies the City during the term of the airspace lease that the OTC Ped Bridge must be modified or removed from the SR 520 right-of-way in order to accommodate a WSDOT project, the parties agree to meet and confer regarding the matter. If the parties agree upon a modification that meets WSDOT's requirements, and if the parties shall share the cost of such modification and
OTC Agreement Page 8 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 9 of68 agree upon a mechanism for funding that modification, then the parties shall execute an agreement providing for the modification and the funding. The modification shall be carried out according to the terms of the agreement. If the parties do not agree upon a modification and the funding therefore, or if no modification is acceptable to WSDOT, the OTC Ped Bridge shall be demolished and removed from the SR 520 right-of-way and the parties shall share equally in that portion of the cost of demolition and removal not paid for by WSDOT or by persons or entities other than the parties. The Parties have met with WSDOT representatives and believe that the risk ofWSDOT requiring relocation of the OTC Ped Bridge is sufficiently low to allow the Parties to agree to this cost-sharing arrangement for bridge demolition. 3 .2 Office Program Sound Transit shall complete the design and construct the shell of the Office Program. Microsoft and Sound Transit have negotiated the Microsoft Lease Term Sheet for lease of the Office Program to Microsoft. Prior to completion of the Office Program, Microsoft and Sound Transit shall execute a lease for the Office Program (the "Microsoft Lease"). Microsoft shall design and construct the tenant improvements for the office spaces in accordance with the terms of the Microsoft Lease. Microsoft shall consult with Sound Transit during the design of the tenant improvements to ensure there are no conflicts with Microsoft's and Sound Transit's usage of space in the OTC, including construction activities, and to ensure any efficiencies from their joint use are achieved. 3.3 Capacity for Future Technology Upon execution of this Agreement and prior to the preparation of design-build contract documents, Microsoft shall provide specifications and locations of electrical conduit and electrical junction boxes to be installed during the Initial Final Design Phase consistent with the attached Exhibit E. Sound Transit shall review specifications to ensure they do not interfere with Sound Transit systems and incorporate accepted specifications in the design package. Sound Transit shall complete final design and construction, and own the electrical conduit and electrical junction boxes after construction. 3.4 Canopy Coverage Sound Transit shall design and construct the canopy coverage consistent with the conceptual design shown on Exhibit E. Sound Transit shall own and maintain all the canopies and shelters. The City shall issue an appropriate code interpretation or recommend to the City Council a Building and/or Fire Code amendment to eliminate canopy sprinkler requirements or qualify the non-sprinkler design as an alternate means and methods under the applicable fire and building code. The City Fire Department will modify its current administrative standards in order to allow non-combustible canopies open on all sides to be constructed without sprinklers. The Parties understand, however, that if the State Building Code or State Fire Code mandated by the State
0TC'Agreement Page 9 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgerTrail 1 B Ul-id- mg Cdo e C ounc1-1 at th e time. o fb m"Id" mg penn1t. app 1·1cation · reqmres· t h e sprm· kl enngpage o fOof6Bnon- combustible canopies open on all sides, the State Building Code or State Fire Code will apply and control over any contrary standard of the City. 3.5 Construction Phasing Sound Transit shall design and construct the OTC Redesign and the improvements as described in Section 2.5.
Prior to construction, Microsoft and Sound Transit shall finalize and execute the Interim License. Microsoft shall provide Sound Transit with parking spaces in a Microsoft parking facility as described in Section 4.9. Microsoft shall provide Sound Transit with access to the parking facilities as needed.
3.6 NE 36th Street Access and Garage Egress Sound Transit shall utilize the conceptual design shown on Exhibit G to complete final design and construction of the NE 36th Street access and Parking Garage egress. Sound Transit shall apply to the City for the street vacation for the necessary public right-of-way to construct the NE 36th Street access and Parking Garage egress, and for the placement of light rail facilities, consistent with the conceptual design shown on Exhibit G, and Microsoft shall sign such application if necessary and cooperate with the application process as needed, at no expense to Microsoft. 3.7 Microsoft Shuttle Connect Loop
Sound Transit shall utilize the conceptual design shown on Exhibit H to complete final design and construction of the Microsoft Shuttle Connect Loop. Microsoft's use of the Shuttle Connect Loop shall be included in the Microsoft Lease. 3.8 Infrastructure Mitigation Plan
Microsoft's obligation to relocate and remove the Microsoft Facilities and Sound Transit's obligation to reimburse Microsoft's costs for the relocation and removal of the Microsoft Facilities are stated in Exhibit L.
The City shall not be responsible for any cost of mitigation or relocation, including but not limited to, any cost involved with preparing or altering any City property or facilities on which such utilities or infrastructure will be located or on which the City allows mitigation to occur, provided that this shall not relieve the City of its responsibility for encasing in concrete certain fiber and communications conduit on Microsoft property in the vicinity of the NE 36th Street Bridge right-of-way, which the City agreed to do as part of its NE 36th Street Bridge project. To the extent that the City's utility franchises or right-of-way use authorizations permit the City to require utility providers to move their facilities at the provider's expense, the City will request that the providers do so.
OTC Agreement Page 10 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 11 of68 4.0 CONTRIBUTIONS OF THE PARTIES The Parties have determined that the infrastructure improvements described in this Agreement will provide public benefit by improving operations and the rider experience at the OTC by enhancing pedestrian, bicycle, and transit service access from the OTC to the Overlake Business and Technology Center, a major employment area, the westbound transit flyer stops, and to nearby recreational trails.
Microsoft shall be financially responsible for certain actions and items that Sound Transit shall deliver to the extent expressly provided herein. Invoicing and payments shall occur as described in Section 6.7. The City shall be responsible for those actions specifically provided for in this Section and for providing use of City right-of-way as described herein, but is not responsible for any cash contributions under the terms of this Agreement. Sound Transit shall pay for land use and environmental permitting or other entitlement fees associated with the project scope of the OTC Redesign including the OTC Elements.
The City shall not charge additional site plan entitlement and SEPA review fees for review of the OTC Elements described in this Agreement beyond those associated with the project scope of the OTC Redesign. The City may, however, charge fees for building and other permits specifically associated with the OTC Elements and that would not otherwise have been included in the permits for the OTC Redesign and, where permit fees are based on the valuation of the improvements, e.g. building permit fees, the City may charge increased fees based on the added valuation attributable to the OTC Elements described in this Agreement. A summary description of each Party's financial contributions for each of the OTC Elements follows. An itemization of Microsoft's financial contribution is attached as Exhibit I. 4. I OTC Ped Bridge Microsoft shall pay to Sound Transit the amount stated on the attached Exhibit !, which the Parties have determined is the design and construction costs for the OTC Ped Bridge, including utility extensions to serve the OTC Ped Bridge. OTC Ped Bridge construction permits are considered to be construction costs. Any construction costs that exceed the amount stated on the attached Exhibit I shall be paid by Sound Transit unless the excess cost is due to one or more change orders requested by Microsoft, in which case the excess cost will be paid by Microsoft.
Microsoft has proposed that the City establish a community facilities district pursuant to RCW 36.145 (a "CFO") to fund the design and construction costs of the OTC Ped Bridge and the City has agreed to give good faith consideration to the establishment of a CFO. Sound Transit shall support the use of such CFO to finance the cost of design and construction provided that no Sound Transit property may be used to secure the financing. Sound Transit shall pay for the right-of-way costs for the Temporary Construction Airspace Lease (TCAL) and initial 20-ycar term of the Airspace Lease (ASL) charged by WSOOT for construction and location of the OTC Ped Bridge over SR 520, subject to Microsoft's conveyance of property rights and temporary parking in equal or greater value than the cost of the TCAL and initial term of the ASL as further described in Section 4.9. Sound Transit shall pay for costs associated with WSOOT review and approval of the OTC Ped Bridge.
OTC Agreement Page 11 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 12 of68 4.2 Office Program
Microsoft shall pay to Sound Transit the amount stated on the attached Exhibit I for all design and construction costs to complete the Office Program. 4.3 Capacity for Future Technology
Microsoft shall pay to Sound Transit the amount stated on the attached Exhibit I for all design and construction costs, including utility extensions, for the electrical conduit and electrical junction boxes to provide capacity for future technology.
Microsoft shall pay for all design and construction and the installation costs of technology displays owned by Microsoft.
Microsoft shall pay for all operational and maintenance costs of any installed Microsoft specific technology displays.
4.4 Canopy Coverage
Microsoft shall pay to Sound Transit the amount stated on the attached Exhibit I for the additional canopy coverage described in Section 2.4. In addition, Microsoft shall pay for any additional utility installation or extensions required to serve the additional canopy coverage.
Fire sprinklers are not assumed to be required due to additional canopy coverage. However, if fire sprinklers are required, extra costs associated with the installation, operation, and maintenance of the canopies that are attributed to the fire sprinklers shall be recovered on a pro-rata basis between landlord and tenant through the Microsoft Lease.
Sound Transit shall pay the operation and maintenance costs of the canopies and shelters shown on Exhibit E. 4.5 Construction Phasing Microsoft shall pay rent to Sound Transit for its continued operations at OTC as will be provided in the Interim License. 4.6 NE 36th Street Access and Garage Egress
Sound Transit shall fund the design and construction of the NE 36th Street access and Parking Garage egress consistent with the conceptual design shown on Exhibit G.
Sound Transit shall pay to the City any fees associated with the street vacation application for the necessary public right-of-way to construct the NE 36th Street access and Parking Garage egress and for the placement of light rail facilities.
Due to the mutual benefit of the East Link Project and OTC Redesign the City has agreed to give good faith consideration to not requiring compensation for right-of-way vacation. 4.7 Microsoft Shuttle Connect Loop
Microsoft shall pay to Sound Transit the amount stated on Exhibit I for pavement enhancements and for the cost of designing and constructing the Microsoft Shuttle Connect Loop consistent with the conceptual design shown on Exhibit H.
OTC Agreement Page 12 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 13 of68 Microsoft's rent payment for use of the Microsoft Shuttle Connect Loop will be as provided in the Microsoft Lease. 4.8 Infrastructure Mitigation Plan Microsoft's obligation to relocate and remove the Microsoft Facilities and Sound Transit's obligation to reimburse Microsoft's costs for the relocation and removal of the Microsoft Facilities are stated in Exhibit L. 4.9 Property Exchange Sound Transit is responsible for the cost of the WSDOT Temporary Construction Airspace Lease (TCAL) and the initial term of the WSDOT Airspace Lease (ASL) necessary for the construction and placement of the OTC Ped Bridge over and on WSDOT property. In exchange for the cost of the TCAL and ASL, Microsoft shall deed vacated NE 36'h Street property to Sound Transit and provide 1,236 "Stall Months" of parking space usage in the Augusta Building or Building 25, or comparable areas, for the exclusive use of construction site supervisors and managers during construction of the OTC Redesign. A Stall Month is equal to the use of one parking stall for one month. Sound Transit and Microsoft agree that the combined value of the ASL and TCAL equals the combined value of the property conveyed for the NE 36'h Street vacation and lease of Microsoft parking stalls, as demonstrated on Exhibit I. 4.10 Advertising Microsoft and Sound Transit agree that the value of the exclusive advertising rights granted by Sound Transit under Exhibit K is equivalent to the value of the temporary construction easement to be granted by Microsoft under Section 5.1.H and the permanent easement to be granted by Microsoft under Section 5.2.E. 4.11 Wayfinding Signagc Microsoft, Sound Transit, and the City shall collaborate on the design and placement of the wayfinding signs throughout the OTC and the OTC Ped Bridge. The agreed to wayfinding signage will be installed by Sound Transit once approved. The wayfinding signs shall be compatible with other signage used at the OTC and on the Microsoft campus. Microsoft, Sound Transit, and the City shall collectively determine the final content, number, size, and location of the wayfinding signs. Sound Transit will not provide wayfinding signage within the premises leased to Microsoft pursuant to the Microsoft Lease. Microsoft, at Microsoft's expense, may install signage at the leased premises that is approved in advance by Sound Transit.
5.0 REAL PROPERTY 5.1 Ownership, Access and Occupancy During Construction. Prior to the Construction Phase of the OTC Elements and OTC Redesign, the Parties will grant or convey the real property rights necessary for construction of the OTC Redesign and OTC Elements, including but not limited to the following. A. Microsoft Property East of \56'" Avenue NE.
OTC Agreement Page 13 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail Page 14 of68 a. Microsoft shall grant Sound Transit a temporary construction casement to construct the OTC Ped Bridge on Microsoft property on terms and conditions to be negotiated by Microsotc and Sound Transit. B. 156'h Ave NE Right-of-Way. a. Sound Transit shall apply to the City for street use permits for l 56'h Avenue NE so Sound Transit can construct the OTC Ped Bridge and frontage improvements including curb cuts to provide Sound Transit, Microsoft, and public transit service access to OTC. C. Microsoft's Augusta Drive. a. Microsotc shall grant Sound Transit a temporary construction easement to construct frontage improvements on Augusta Drive property on terms and conditions to be negotiated by Microsoft and Sound Transit. D. NE 36'h Street Right-of-Way. a. Sound Transit shall apply to the City for a street use permit to construct roadway and frontage improvements to NE 36'h Street. b. Microsoft shall quit claim vacated property at the street-end of NE 36'h Street to Sound Transit. E. OTC Site a. Sound Transit shall allow Microsoft to operate Microsoft Transportation Services and to locate a shuttle operations office trailer on the OTC site pursuant to an Interim License consistent with the Microsoft Lease Term Sheet and the Construction Phasing Plan. F. WSDOT SR 520 ROW a. Sound Transit shall apply to WSDOT for a Temporary Construction Airspace Lease (TCAL) for the construction of the Ped Bridge and other work related to this Agreement. G. Microsoft Property West of SR 520. a. Microsoft shall grant Sound Transit a temporary construction easement to construct the OTC Ped Bridge on Microsoft property on terms and conditions to be negotiated by Microsoft and Sound Transit. H. Microsoft Property East of SR 520. a. Microsoft shall grant a temporary easement to Sound Transit over Augusta Drive/Microsoft Road over parcels EL-346 and EL-347 per Exhibit M for Sound Transit's construction of the light rail system. Microsoft shall transfer the temporary construction easement to Sound Transit prior to commencement of its construction under the E360 construction package.
OTC Agreement Page 14 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail . . . . Pcj.ge15of68 b. Pnor to the commencement of Sound Transit's EJ60 construction, M1crosott and Sound Transit shall agree on the form of the permanent easement over August Drive/Microsoft Road over the portion of parcels EL-346 and EL-34 7 per Exhibit M for Sound Transit's operation and maintenance of the light rail system. 5.2 Ownership, Access and Occupancy after Redevelopment. Prior to the Operations Phase of the OTC Elements and OTC Redesign, the Parties shall enter into the following agreements allowing the use of one Party's property by one or more of the other Parties for the purposes set forth below. A. Microsoft Property East of 156th Avenue NE. a. Microsoft shall grant a permanent easement to the City for construction, reconstruction, operation, and maintenance of the OTC Ped Bridge on Microsoft property, and access across Microsoft property by the general public, on terms and conditions to be negotiated by the Parties. B.OTC Site. a. Sound Transit and Microsoft shall enter into alease or other agreement(s) with terms to be negotiated during Final Design of the OTC Redesign. These documents will provide for: Microsoft Transportation Services usage of the OTC Site, parking of Shuttle Connect vehicles, Microsoft leasing of office space parking spaces for the leased office space, Microsoft utilities (i.e. fiber optic lines or other services solely serving Microsoft), placement and maintenance of Microsoft's technology displays, and any other purposes deemed necessary by Microsoft and Sound Transit. It is anticipated that the Microsoft Lease and/or other agreements will be consistent with the terms and conditions of Lease Term Sheet attached as Exhibit K. b. Sound Transit shall grant a permanent easement to the City, and Microsoft if Microsoft deems it necessary, for the construction, reconstruction, operation, and maintenance of the OTC Ped Bridge, on terms and conditions to be negotiated by the Parties. Such easement shall cover the use of the OTC property and affected areas of the Parking Garage. C. WSDOT SR 520 Right-of-Way. a. Sound Transit shall assist the City with obtaining the Airspace Lease (ASL) from WSDOT to locate and maintain the OTC Ped Bridge on WSDOT right-of-way. The ASL shall take effect upon Sound Transit's conveyance of the OTC Ped Bridge to the City. D. Microsoft Property West of SR 520. a. Microsoft shall grant a permanent easement to the City for construction, reconstruction, operation, and maintenance of the OTC Ped Bridge on Microsoft property, and access across Microsoft property by the general public, on terms and conditions to be negotiated by Microsoft and the City.
OTC Agreement Page 15 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overtake Transit Center Pedestrian Bridge/Trail E. Microsoft Property East of SR 520. Page 16 of68
a. Microsoft shall grant a pennanent easement for Sound Transit's operation and maintenance of the light rail system prior to the commencement of operation of the light rail system. The fonn of the pennanent easement will be agreed to by Microsoft and Sound Transit under Section 5.1.H, however, the parties shall change the easement description of the temporary construction easement to confonn to the location of the pennanent improvements. 6.0 CONDUCT OF WORK
6.1 General. Sound Transit shall have exclusive control of design and construction of the OTC Elements, with the oversight and consent of the City and Microsoft where provided by this Agreement. Neither the City nor Microsoft shall have the authority to direct the OTC Redesign engineering and design team or contractor; however, the City and Microsoft shall have the right to participate in all engineering and design team meetings, construction management meetings, and inspections directly relating to the OTC Elements; however, the City's participation shall be limited to the OTC Ped Bridge. Nothing in the City's or Microsoft's exercise of the right to review or inspect the work performed by Sound Transit, the OTC Redesign design team or contractor will reduce Sound Transit's responsibility for the proper execution of the work or relieve Sound Transit from its responsibility for direct supervision of the design and construction. The Designated Representatives, identifie? in Section 7.1, shall provide written documentation of approvals related to the engineering and design team activities to be included in the project files. The City and Microsoft shall provide approvals in a timely fashion so as not to delay the progress of the engineering and design team or contractor. Sound Transit shall consider in good faith the comments of the City and Microsoft, but design, solicitations, award and execution of contracts, execution of contract modifications, issuance of change orders, resolution of contract claims, and perfonnance of all the work on the Project, shall be exclusively within the control of Sound Transit.
6.2 Initial Final Design Phase. The Initial Final Design Phase includes the following milestone activities:
• Prepare Pre-Final Design Cost Estimate
• Execute Confidentiality Agreement between Sound Transit and Microsoft related to design-build procurement
• Develop Statement of design-build proposed terms "Term Sheet" (optional step in the design-build procurement process)
• Prepare draft contract documents for inclusion in the design-build request for qualifications (RFQ)
• Advertise RFQ
The City and Microsoft have the right to participate in the preparation, review, and approval of the documents associated with each listed milestone, but may not add scope, costs, or time to the
OTC Agreement Page 16 Exhibit A TR 1-13382 IC 1-17,10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 17 of68 project beyond that agreed to herein. Sound Transit's RFQ/RFP documents shall include specifications to meet the requirements for functionality, design/appearance, and ease and cost of maintenance for the OTC Ped Bridge as described in this Agreement. The City and Microsoft shall each approve in writing the RFQ/RFP documents pertaining to the design and construction of the OTC Ped Bridge prior to Sound Transit's issuance of such documents. If the parties cannot agree on the RFQ/RFP documents related to the OTC Ped Bridge, the disapproving party may terminate its participation in the OTC Ped Bridge in accordance with Section 9 .1 of this Agreement. If the Pre-Final Design Cost Estimate shows that the OTC Ped Bridge cost is estimated to be higher than the amount shown on Exhibit I, the Parties agree to meet to review means to reduce the cost of constructing the OTC Ped Bridge or mutually agree on a method of paying the ad~itional cost. If, after reviewing means of reducing the cost of constructing the OTC Ped Bridge, there is no acceptable means to Microsoft, Sound Transit, and the City, Sound Transit may choose to terminate the OTC Ped Bridge in accordance with the terms described in Section 9.1.C.
6.3 Contractor Selection. The Contractor Selection Phase includes the following milestone activities:
• Receive and evaluate Statements of Qualification (SOQs)
• Short-list contractors
• Issue draft Request for Proposal (RFP) to short list
• Finalize RFP
• Issue Final RFP to short list
• Alternative Technical Concept (ATC) review
• Issue any final modifications to RFP through addendum
• Receive and evaluate proposals
• Review best and final offer (optional step)
• Selection of the most advantageous proposer
• Sound Transit Board approval of the contract
• Notice to Proceed (NTP) The City and Microsoft have the right to participate in the preparation, review, and approval of the documents associated with each milestone, except for the Sound Transit Board approval of the contract and the NTP. 6.4 Design Completion/Pre-Construction. The Design Completion/Pre-Construction Phase includes the following milestone activities:
• Complete Construction Plans and Specifications
OTC Agreement Page 17 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 1Bof68 • Complete right-of-way acquisition, execute construction period leases & licenses • Obtain permits • Complete O&M Agreement • Pre-Construction meetings and activities, establishment of construction protocols The City and Microsoft shall have the right to participate in the preparation, review, and approval of the documents associated with each listed milestone. Sound Transit shall be a party to the O&M Agreement.
6.5 Construction. The Construction Phase for any OTC Element may begin before the Design Completion/Pre-Construction Phase for the entire OTC Redesign is complete, if construction plans for that OTC Element have been finalized. The Construction Phase includes the following milestone activities:
• Inspections and project monitoring
• Change management
• Substantial completion, identification of punch-list items
• Eligiblity for acceptance, completion of punch-list items
• Review and amendment of the O&M Agreement, if needed A. Inspections, Meetings, and Reports. In addition to any authority the City may have to inspect the work as a permitting agency, the City and Microsoft shall also have continuous access, during working hours, to inspect OTC Ped Bridge work, including any inspection or other reports, for compliance with the approved plans and specifications and the standards of the City and the terms of this Agreement. Microsoft shall have continuous access, during working hours, to inspect the other OTC Elements for compliance with the approved plans and specifications and the terms of this Agreement. Sound Transit shall invite the City and Microsoft to all formally scheduled meetings with the design team and construction meetings, and access, during working hours, to inspections or reports directly relating to the OTC Elements provided for in this Agreement. If the City's or Microsoft's inspectors discover work is not in conformance with the terms of this Agreement or the approved plans and specifications, the Party shall notify Sound Transit as soon as possible, provided, that failure of the City's inspectors to discover work that is not in conformance with the terms of this Agreement and/or failure of the City to notify Sound Transit of such a discovery by the City's inspectors shall not constitute acceptance of the work. Sound Transit shall reject work on the OTC Elements that is not completed according to the approved plans and specifications and the terms of this Agreement, unless a change order is expressly approved by Sound Transit and Microsoft, and the City if the change order affects the OTC Ped Bridge. B. Change Orders. The City and Microsoft will be notified of and given the opportunity to review any change orders related to the OTC Ped Bridge, other than minor field corrections. Microsoft will be notified of and given the opportunity to review any change
OTC Agreement Page 18 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 19 of68 orders related to the other OTC Elements, other than minor field corrections. The City and Microsoft agree to review all change orders within a reasonable established timeframe per the construction contract requirements and to provide Sound Transit with comments in a timely manner so as to not cause OTC Redesign delays. Sound Transit shall consider the City's and Microsoft's comments in good faith, and shall not accept or approve any change order that materially alters the design of the OTC Ped Bridge from that set forth in the approved plans and specifications and the terms of this Agreement or that materially increases the maintenance costs of the OTC Ped Bridge without the consent of the City. If the City or Microsoft objects to the approval ofa change order, the objecting Party shall provide written documentation to Sound Transit within the time requirements of the contractor. It is understood by the Parties that some change orders may require immediate attention. After review of all comments on proposed change orders, the Parties shall determine whether a change order materially affects project requirements, and if so, the Parties shall agree as to whether the proposed change order is to be approved or not. Change order disputes shall be subject to the Dispute Resolution process described in Section 11. C. Completion of Construction. Sound Transit shall invite the City and Microsoft to participate in the substantial completion and final completion inspection activities, including any formal project tours and any formal meetings and discussions. The City and Microsoft shall submit to Sound Transit a complete list of concerns or deficiencies within the requirements of the construction contract agreement for inclusion in the formal punch list, and Sound Transit shall invite the City and Microsoft to participate in any activities related to closing out the punch list. After the Parties have completed final inspection activities, and when Sound Transit has reached the opinion that physical completion has been accomplished by the contractor, Sound Transit shall notify the City and Microsoft in writing of its intent to declare physical completion. The City and Microsoft shall respond, also in writing, within fifteen ( 15) business days indicating agreement or a detailed description of any objection. Failure of the City or Microsoft to issue such a response shall constitute the City's and Microsoft's concurrence with the declaration of physical completion. Sound Transit, the City, and Microsoft shall work collaboratively in order to ensure that the OTC Ped Bridge and other OTC Elements are completed to the satisfaction of the Parties. 6.6 Transfer. When the OTC Ped Bridge meets the criteria for acceptance, Sound Transit shall accept the OTC Ped Bridge from the contractor and then convey any and all interest of Sound Transit in the OTC Ped Bridge to the City by an appropriate bill of sale or other conveyance instrument without charge. Sound Transit shall assign any warranties that may apply to the OTC Ped Bridge to the City in order to enable the City to address directly with the contractor any defects in workmanship or materials. 6.7 Invoicing and Payments. Sound Transit shall submit an invoice to Microsoft based on work progress and actual expenditures during the pre-final and contractor selection phase. Prior to the Design Completion/Pre-Construction Phase Sound Transit and Microsoft will establish the payment schedule for all remaining work.
OTC Agreement Page 19 Exhibit A TR 1·13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 20 of 68 Microsoft shall remit payment for reimbursable costs under this Agreement within thirty (30) days after receipt of any complete and reconciled invoice delivered pursuant to the agreed payment schedule. If Sound Transit has not received payment from Microsoft within thirty (30) days following receipt of invoice, or by any later date specified in such invoice, Sound Transit may suspend performance of all or any part of the engineering and design work after giving Microsoft twenty-five (25) days' written notice of Sound Transit's intent to do so. If Microsoft makes payment within the twenty-five day period, the work shall not be suspended. If Microsoft fails to make payment, Sound Transit may suspend the work at any time after the twenty-five day period expires. Such suspension shall remain in effect until payment is made in full, at which time the suspension shall be lifted. Microsoft shall pay or reimburse Sound Transit for all amounts Sound Transit is obligated to pay any contractor as compensation for any suspension or termination of work caused by Microsoft's non-payment, including all non-cancelable obligations. 6.8 No Assumption of Responsibility. No review, approval, inspection, participation, attendance at meeting or other involvement in the OTC Redesign or OTC Elements shall render either the City or Microsoft responsible or liable for design or construction of the OTC Redesign or OTC Elements, or relieve Sound Transit of responsibility therefor. ' 7.0 DESIGNATED REPRESENTATIVES. 7.1 Each Party shall designate a representative who shall be responsible for coordination of communications between the parties regarding the matters set forth in this Agreement and who shall act as the primary point of contact for each Party. The Designated Representatives shall communicate regularly to discuss the status of the tasks to be performed, identify upcoming decisions and provide any information or input necessary to inform those decisions, and to identify and resolve disputes related to the OTC Redesign in a timely manner. The Designated Representatives are as follows: Sound Transit: Chad Zettle, Architect Sound Transit 40 I S Jackson Street Seattle, WA 98 I 04-2826 (206) 398-5279 [email protected] Microsoft: Jim Stanton, Sr. Community Affairs Manager, AICP Microsoft Real Estate & Facilities One Microsoft Way Redmond, WA 98052-6399 (425) 707-5076 [email protected]
OTC Agreement Page 20 Exhibit A TR 1-13382 IC 1-17-10997 . City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 21 of 68 City of Redmond: Steve Gibbs, Senior Engineer City of Redmond 15670 NE 85th Street P.O. Box 97010 Mail Stop 1NPW Redmond, WA 98073-9710 (425) 556-2729 [email protected]
7.2 Communication of issues, changes, or problems that may arise with any aspect of the OTC Elements should occur as early as possible in the process, and not wait for specific due dates or deadlines. The Designated Representatives shall use reasonable efforts to provide up-to-date and best available information to the other party promptly after such information is obtained or developed. 7 .3 Each Designated Representative is also responsible for coordinating the input and work of its agency, consultants, and staff as it relates to the objectives of this Agreement. The Parties reserve the right to change Designated Representatives by written notice to the other Parties during the term of this Agreement. 8.0 EFFECTIVENESS AND DURATION This Agreement is effective upon execution by the Parties and, unless terminated by the Parties as provided in Section 9, shall remain in effect until commencement of the Operations Phase for all of the OTC Elements described in this Agreement. 9.0 TERMINATION 9.1 Termination by Parties. Termination of this Agreement for convenience is not an option. A Party exercising its option to terminate shall provide notice of such termination in writing to the other Parties. A. Termination by Microsoft. Microsoft may terminate its participation in any Element for which it has financial responsibility, as shown on Exhibit I, if Microsoft demonstrates that the draft or final contract documents for the design-build procurement do not meet the terms described in this Agreement, and resolution cannot be reached using the dispute resolution process, or if the anticipated financing is not approved. In addition, if Sound Transit has not commenced construction of the OTC Redesign by December 31, 2021 and is not making progress towards completion of construction by that date, Microsoft may terminate its participation in this Agreement. B. Termination by the City. The City may terminate its participation in the OTC Ped Bridge prior to Issuance of the RFP if the City demonstrates that the specifications described in the RFQ/RFP documents materially alter the functionality, design/appearance, and ease and cost of maintenance for the OTC Ped Bridge as
OTC Agreement Page 21 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail _ . . . Page 22 of68 described m this Agreement, and resolution cannot be reached usmg the dispute resolution process. If Microsoft or Sound Transit terminates its participation in the OTC Ped Bridge, then the City's participation in the OTC Ped Bridge shall likewise tenninate. C. Termination by Sound Transit. If the Pre-Final Design cost estimate shows that the OTC Ped Bridge cost is estimated to be higher than the amount shown on Exhibit I, and resolution cannot be reached using the process described in Section 6.3, and subsequently resolution cannot be reached using the dispute resolution process, Sound Transit may tenninate its participation in the OTC Ped Bridge. If the price proposal of the most advantageous construction bid for the E-360 design-build contract exceeds the Sound Transit budget for the E-360 project, including the amount of funding provided by Microsoft pursuant to this Agreement, Sound Transit may terminate its participation in the OTC Ped Bridge unless all Parties agree on a resolution. In either case, Sound Transit shall, if Microsoft so requests, (i) assign to Microsoft any and all intellectual property rights that Sound Transit owns specifically relating to the OTC Ped Bridge engineering and design work, and (ii) work with Microsoft and the City in good faith to permit those parties to pursue design and construction of the OTC Ped Bridge without Sound Transit's participation, including granting any necessary easements across Sound Transit property. If the contractor encounters site conditions at OTC that will result in construction significantly exceeding the contract amount, and a means to reduce the cost through modification of design cannot be satisfactorily achieved, then Sound Transit may terminate its participation in the OTC Ped Bridge_ In such a case, Sound Transit shall reimburse Microsoft for amounts contributed by Microsoft towards construction of the OTC Ped Bridge to date, less the actual cost of any improvements paid for by Microsoft that will remain and have value to Microsoft (for example, ifa segment of the OTC Ped Bridge is completed prior to termination). In addition, Sound Transit shall, if Microsoft so requests, (i) assign to Microsoft any and all intellectual property rights that Sound Transit owns specifically relating to the OTC Ped Bridge engineering and design work, and (ii) work with Microsoft and the City in good faith to permit those parties to pursue design and construction of the OTC Ped Bridge without Sound Transit's participation, including granting any necessary easements across Sound Transit property. If the City terminates its participation in the OTC Ped Bridge, then Sound Transit may also terminate its participation in the OTC Ped Bridge.
If Microsoft terminates its participation in any OTC Element for which it has financial responsibility, as shown on Exhibit I, then Sound Transit may also terminate its participation in that OTC Element and remove that OTC Element from the OTC Redesign_
9.2 Tennination Resulting from Default. In the event of termination on account of default pursuant to Section 12, the defaulting Party shall be obligated to compensate the other Parties for contract closeout costs and the portion of work that has been satisfactorily rendered as of the effective date of termination as well as additional costs and obligations as determined by the
OTC Agreement Page 22 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgerTrail Page 23 of 68 Parties pursuant to Sections 9.3 and 9.4 or available to the non-defaulting Parties as otherwise provided by law. 9.3 Duties of the Parties upon Termination. A termination by any Party shall not extinguish or release any Party from liability, claims, or obligations to third parties existing as of the time of termination, including contractor claims and costs incurred by any Party in execution of work. Any costs incurred prior to proper notification of termination will be borne by the Parties in accordance with the terms of this Agreement. The Parties agree to the following plan for coordination of termination, including the determination of a reasonable contract closeout and costs as provided in Section 9.4, provided that the City's participation in the plan shall apply only to a termination related to the OTC Ped Bridge. 9.4 Procedures upon Termination. The Parties agree to apply the following procedures subsequent to any Party initiating termination: A. The Parties shall jointly determine the expenditures of each Party through the date when the decision was made to terminate the Agreement B. The Parties shall seek consensus regarding each Party's expenditures
C. The Parties may agree to cooperate regarding any assignment or assumption of obligations of third party contracts for the performance of work under this Agreement D. The Parties shall agree upon a cost estimate for termination of any third party contracts that have been executed under this Agreement E. All work in progress at the time of termination shall be completed to the extent necessary to restore the usefulness of the infrastructure affected by the project, including necessary redesign work, as mutually agreed to by the affected Parties. 10.0 LIABILITY, INDEMNIFICATION I 0.1 To the extent permitted by law, each of the Parties to this Agreement shall protect, defend, indemnify, and hold harrnless the other Parties, and their officers, officials, employees, and agents, while acting within the scope of their employment, from any and all costs, claims, demands, judgment, damages or liability of any kind including injuries to persons or damages to property, if and to the extent they arise out of, or in any way result from, or are connected to, or are due to any negligent acts or omissions or intentional misconduct of the indemnifying Party. No Party will be required to indemnify, defend, or hold harmless another Party if the claim, suit, or action for injuries, death, or damages is caused by the sole negligence of the Party seeking indemnification. Where such claims, suits, or actions result from the concurrent negligence of the Parties, the indemnity provisions provided herein shall be valid and enforceable only to the extent of any Party's own negligence. Each of the Parties agrees that its obligations under this paragraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, each of the Parties hereby waives with respect to the other Parties only, any immunity that would otherwise be available under the industrial insurance provisions of Title 51 RCW against the claims to which the indemnity extends.
OTC Agreement Page 23 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail . Page 24 of 68 In the event of any claims, demands, actions and lawsuits, the indemnifying Party upon prompt notice from the other Party, shall assume all costs of defense thereof, including legal fees incurred by the other Party, and of all resulting judgments that may be obtained against the other Party. In the event that any Party incurs attorneys' fees, costs or other legal expenses to enforce the provisions of this section, all such reasonable fees, costs and expenses shall be recoverable by the prevailing Party. The Parties agree that this section has been specifically and mutually negotiated by each of the Parties. 10.2 Each Party shall bear full responsibility for any and all tax liabilities owed by that Party that may arise in relation to this Agreement, and each Party shall fully indemnify and hold the other Party, its officers, agents and employees harmless from any tax liability owed by other Parties 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.
10.3 Consistent with the Parties' indemnification obligations herein, the Parties shall give each other, as applicable, prompt notice of any claims directly affecting any Party about which the other Parties have received formal notification. The Parties, as applicable, shall promptly assume responsibility for the claim or undertake the defense of any litigation on behalf of the other Parties. The Parties shall cooperate fully with any Party, as applicable, in the defense of any claim associated with this Agreement. The Parties shall not settle any claim associated with this agreement directly affecting any other Party, as applicable, without the prior written consent of such party, as applicable, which consent shall not be unreasonably withheld. 10.4 The City's obligation to indemnify under this paragraph does not extend to claims, demands, and/or causes of action brought by, or on behalf of, City inspection personnel for injuries arising while such inspection personnel are engaged in construction inspection in the normal course of the City's permitting and code compliance process as a regulatory agency. The City acknowledges that the City inspections under this Agreement are not for permitting and code compliance purposes and are undertaken by the City as a participant in the development of the OTC Ped Bridge. The City acknowledges that the City's inspections for permitting and code compliance purposes are outside the scope of this Agreement, and the City's waiver of its immunity under Title 51 RCW shall not apply to claims arising from the City's employees conducting inspections for permitting and code compliance purposes. 10.5 The indemnification obligations provided in this Section shall survive termination of this Agreement. I 1.0 DISPUTE RESOLUTION I 1.1 The Parties agree that no Party shall take or join any action in any judicial or administrative forum to challenge actions of another Party associated with this Agreement or the Project, except as set forth herein.
OTC Agreement Page 24 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 25 of68 11.2 Any disputes or questions of interpretation of this Agreement that may arise between the Parties shall be governed under the dispute resolution provisions in this Section. The Parties agree that cooperation and communication are essential to resolving issues efficiently. The Parties agree to exercise their best efforts to resolve any disputes that may arise through this dispute resolution process. 11.3 The Parties agree to use their best efforts to prevent and resolve potential sources of conflict at the lowest level. 11.4 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 escalation process should any such disputes arise: A. Level One - Sound Transit's Designated Representative and the City's Designated Representative, and Microsoft'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, any Party may refer the dispute to Level Two. B. Level Two - Sound Transit's Director of Link Light Rail and the City's Public Works Director, and Microsoft's Senior Director for Puget Sound Real Estate and Facilities 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, any Party may refer the dispute to Level Three. C. Level Three - Sound Transit's Chief Executive Officer or Designee and the City Mayor or Designee, and Microsoft's General Manager for Real Estate and Facilities shall meet to discuss and attempt to resolve the dispute in a timely manner. 11.5 Except as otherwise specified in this Agreement, in the event the dispute is not resolved at Level Three within twenty-one (21) 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 or arbitration. 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 Agreement in the same manner and under the same terms as existed prior to the dispute. Notwithstanding anything in this Agreement to the contrary, no Party has an obligation to agree to refer the dispute to mediation, arbitration, or 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.
12.0 DEFAULT No Party shall be in default under this Agreement unless it has failed to perform under this Agreement for a period of thirty (30) days after written notice of default from the other Party. Each notice of default shall specify the nature of the alleged default and the manner in which the default may be cured satisfactorily. If the nature of the alleged default is such that it cannot be reasonably cured within the thirty (30) day period, then commencement of the cure within such time period and the diligent
OTC Asreement Page 25 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgerTrail 68 prosecution to completion of the cure shall be deemed a cure; provided that in no event shall a ~~Fi t~k°6 longer than ninety (90) days to complete without mutual written consent. Any dispute regarding the existence of a default or appropriate cure shall be handled through the dispute resolution process described in Section 11. 13.0 REMEDIES; ENFORCEMENT 13. I The Parties reserve the right to exercise any and all of the following remedies, singly or in combination, and subject to and consistent with the dispute resolution and default Sections of this Agreement, in the event ofa breach of this Agreement: A. Commencing an action at law for monetary damages; B. Commencing an action for equitable or other relief; and C. Seeking specific performance of any provision that reasonably lends itself to such remedy. 13 .2 Remedies are cumulative; the exercise of one shall not foreclose the exercise of others. 13 .3 No Party shall be relieved of any of its obligations to comply promptly with any provision of this Agreement by reason of any failure by another Party to enforce prompt compliance, and such failure to enforce shall not constitute a waiver of rights or acquiescence in another Party's conduct. 14.0 NOTICES 14.l Unless otherwise provided herein, all notices and communications concerning this Agreement shall be in writing and addressed to the Designated Representative. Any party at any time by written notice to the other party may designate ad ifferent address or person to which such notice or communication shall be given. 14.2 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 9, Termination, must be delivered in person or by certified mail, return receipt requested. 15.0 AUDITS 15. l Sound Transit shall 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 by Microsoft or the City to Sound Transit. These records shall be maintained for a period of six (6) years after termination or expiration of this Agreement. 15.2 Sound Transit's records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by Microsoft, the City and any other governmental agency so authorized by law during the performance of this Agreement
OTC Agreement Page 26 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrait Page 27 of 68 and for a period of six (6) years after termination or expiration of this Agreement. The City and Microsoft shall have the right to inspect, review, and audit Sound Transit's records on the OTC Elements at all reasonable times during regular business hours.
16.0 GENERAL PROVISIONS 16.1 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 Redmond 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 required must be first approved by vote of the Sound Transit Board or Red~10nd 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. 16.2 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. 16.3 This Agreement shall be binding upon and inure to the benefit of the successors and assigns of Microsoft, the City and Sound Transit. 16.4 Time is of the essence in every provision of this Agreement. Unless otherwise set forth in this Agreement, the reference to "days" shall mean calendar days. If any time for action occurs on a weekend or legal holiday, then the time period shall be extended automatically to the next business day. 16.5 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. 16.6 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. 16.7 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.
16.8 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.
16.9 The Parties shall not be deemed in default with provisions of this Agreement where performance was rendered impossible or impracticable by war or riots, civil disturbances, floods or other natural catastrophes beyond its control; the unforeseeable unavailability of labor or materials; e, labor stoppages or slow downs, or power outages exceeding available back-up power supplies; or other events beyond the control of the Parties. This Agreement sh.all not be
OTC Agreement Page 27 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail · Page {8 of 68 revoked or a party penalized for such noncompliance, provided that such party takes immediate and diligent steps to bring itself back into compliance and to comply as soon as practicable under the circumstances without unduly endangering the health, safety, and integrity of all parties' employees or property, or the health, safety, and integrity of the public, public right-of-way, or public or private property.
16.10 This Agreement may be amended only by a written instrument executed by each of the Parties hereto.
16.11 This Agreement constitutes the entire agreement of the Parties with respect to the subject matters of this Agreement, and supersedes any and all prior negotiations (oral and written), understandings and agreements with respect hereto. However, the Parties will negotiate and execute the ancillary agreements set forth on the list attached as Exhibit J as required by this Agreement. The Designated Representatives may agree upon amendments to the design set forth on Exhibit C and such amendments shall be binding upon the parties without the need for formal approval by the Sound Transit Board and the Redmond City Council as long as the amendments do not materially alter the design of the OTC Ped Bridge from that set forth in Exhibit C or materially increase the maintenance costs of the OTC Ped Bridge.
16.12 Section headings are intended as information only, and shall not be construed with the substance of the section they caption.
16.13 In construction of this Agreement, words used in the singular shall include the plural and the plural the singular, and "or" is used in the inclusive sense, in all cases where such meanings would be appropriate.
16.14 All exhibits attached to this Agreement are hereby incorporated into this Agreement. 16.15 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. 16.16 This Agreement may not be assigned by any of the Parties without the consent of all the other Parties, which consents shall not be unreasonably withheld. 17.0 CITY'S PERMITTING AND REGULATORY AUTHORITY Nothing in this Agreement shall be deemed a waiver of the City's regulatory or permitting authority as to any of the permits required for the OTC Ped Bridge or the OTC Redesign, nor a predetermination of the compliance of either project with applicable codes and regulations. The City retains the right to approve, disapprove, or condition any permits required for the OTC Ped Bridge or any other OTC Element within the bounds of the City's legal authority.
OTC Agreement Page 28 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 29 of 68 CENTRAL PUGET SOUND REGIONAL THE CITY OF REDMOND TRANSIT AUTHORITY (SOUND TRANSIT)
By: Joan M. Earl, Chief Executive Officer
Date: ---~L--=-'=·-x,~;:1,~\~I.~+-~--- Date: -~t_,_J~~_,_/_I"I ______
Authorized by Motion No. fi\ ~ 13 ·J IC Authorized by Ordinance ___
Approved as to fonn:
By: PA j)J~ Jo:mnaValer,, Legal Counsel James Haney.
MICROSOFT CORPORATION
. Microsoft Real Estate & Facilities jr,\.)
OTC Agreement Page 29 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 30 of 68 EXHIBIT LIST A Vicinity Map B Project Schedule C OTC Ped Bridge Conceptual Design Narrative D Microsoft Transportation Services Office Program E Canopy Coverage F Construction Phasing Plan G NE 36th Street Access/Garage Egress H Microsoft Shuttle Connect Loop Cost Estimates J List of Ancillary Agreements K Microsoft Lease Term Sheet L. Microsoft Facilities Removal and Relocation M. Microsoft Property Acquisition
OTC Agreement Page 30 Exhtblt A TR 1-13382 IC 1-17-10997 c,ty of Redmond Overlake Transit Center Pedestrian Bndgerrra,I Page 31 of 68 EXHIBIT A Vicinity Map
Exhibit A Page 1 of 1 December 2013 Exh1b1tA TR 1-13382 IC 1-17-10997 City of Redmond Overtake Transit Center Pedestrian Bridge/Trail Page 32 of 68 Exhibit B Project Schedule
10 Ta>l. T•>I< It.mo 2010 1011 2012 20ll 10J.I 20Vi 20U, 1017 2018 2019 2020 2021 2022 20 I MOd tnitl•I Fln;oj DeslJn • - Initial Final Design 2 ~ CoAIIKtor S.loctlon - I Contractor Selection J ~ Design Completion/Precon Deslcn Complotlon/ P,econ 4 ~ Construction Construction 5 OTC Ptdmrion Bride• Open • .,. OTC Pedestrian Bridge Open 6 ~ Commissioning 7 "!. LRT Start-up/ Operations
Phase Start Finish Initial Final Design Late 2013 Late 2013/Early 2014 • Prepare Design-Build Term Sheet (Optional Step in the Design-Build Process)) • Execute Confidentiality Agreement • Prepare Project Requirements • Issue RFQ Contractor Selection Early/Mid 2014 Early/Mid 2015 • Receive/evaluate SOQs • Short-list contractors • Prepare and issue draft and final RFP • Review ATCs • Selection of design-build contractor • Sound Transit Board Approval and NTP Design Completion/Pre-Construction Early/Mid 20 I S Late 2016 • Complete construction plans & specifications • Complete pre-construction activities Construction Late 2015/Early 20 16 2019/2020 OTC Ped Bridge Open 2020 Commissioning/testing 2020 2023 Operations 2020 2023
RFQ = Request for Qualifications SOQ = Statement of Qualifications RFP = Request for Proposals A TC= Alternative Technical Concepts NTP = Contractor Notice to Proceed
Exhibit B Page 1 of 1 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 33 of 68 EXHIBITC
OVERLAKE TRANSIT CENTER 15% DESIGN NARRATIVE
The following narrative is meant to supplement the 15% design drawing set dated 05/09/2013 included by reference to this document.
DESIGN CODES
The structural design of the pedestrian bridge shall conform to all relevant codes and standards in place at the time of permitting, including but not limited to the following: WSDOT Bridge Design Manual, AASHTO LRFD Guide Specifications for Design of Pedestrian Bridges, AASHTO Guide Specifications for LRFD Seismic Bridge Design, AASHTO LRFD Bridge Design Specifications, The International Building Code, the Washington State Building Code and the Accessible and Usable Buildings and Facilities Code (ICC/ANSI 117.1)
STRUCTURAL BRIDGE DESIGN NARRATIVE
Gravity Loading Criteria The pedestrian bridge shall be designed for dead and live loads in accordance with the AASHTO Guide Specifications for Design of Pedestrian Bridges. Vehicle access to the bridge will generally be restricted by the use of removable bollards; however, it is anticipated that small maintenance or emergency vehicles will have limited access to the bridge. The size and weights of these vehicles is currently undefined and will need to be determined in consideration of the intended uses and with agreement from the applicable jurisdictions.
Seismic Loading Criteria Seismic design shall be in accordance with AASHTO LRFD Bridge Design Specifications and other applicable design codes.
Acceleration coefficients for site class B are currently as follows: PGA: 0.408 S,: 0.910 s,: 0.302
Coefficients listed above are subject to change based on code updates and revised geologic data and should be adjusted for the appropriate site class as determined by a geotechnical engineer.
Wind Loading Criteria The bridge shall be designed for wind loads as specified in AASHTO LRFD bridge design specifications and other applicable design codes. Wind speeds and other criteria shall be determined based on project location.
Geotechnical Criteria Specific site soil conditions are unknown at the time of this submittal. A geotechnical investigation of the site soil conditions is anticipated to occur as the design process moves Exhibit C Page 1 of 8 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Over1ake Transit Center Pedestrian Bridge/Trail Page 34 of 68 forward. The current design assumes that competent bearing soils will be reached at a relatively shallow depth based .on conditions that were found at nearby construction sites. However, those conditions may not be applicable to this site.
Vibration Criteria Vibration performance shall be considered in the design of the pedestrian bridge, and should meet or exceed minimum performance standards as established by the industry and/or applicable design codes. ·
DESCRIPTION OF STRUCTURES
Foundation The foundation below the columns is anticipated to consist of piles below pile caps as indicated on the structural drawings. The foundation where the bridge ramps touch down to grade is anticipated to consist of concrete abutments. However, the specific foundation system used can vary from that shown on the drawings and should be selected by the . design team in consideration of economics, site soil conditions, and other relevant constraints. In general, piles and other foundation elements should be configured to avoid existing major utilities· or structures where practical. Specific locations of all existing utilities and structures were unknown at the time of this submittal. Potholing or other investigation of existing conditions will be required in order to determine obstacles for the foundation.
Columns The columns should be round in shape and made of reinforced concrete. A single column should be used at each support location (rather than multiple columns). The specific size of the columns may differ from the sizes shown on the structural and architectural drawings; however, consideration should be given to maintaining consistent sizes and proportions throughout the bridge structure. The base of the columns is anticipated to terminate to the foundation below grade. At the top of the columns, a rectangular concrete capital is anticipated, and sized as needed to support the loads from the bridge structure. The specific size and geometry of the concrete capital may vary from that shown on the architectural and structural drawings, however the general shape should follow that shown on the architectural drawings, and should be consistent at each column location.
Primary Bridge Structure The bridge structure shall consist of a steel framed truss structure as indicated on the structural and architectural drawings. In general, the drawings indicate general sizes and configurations of the steel members that should be used as a basis for the general layout and geometries of the bridge structure. The _specific member types used may vary from those shown on the structural drawings, and in all cases may consist of either square hollow structural sections (HSS) or wide flange (WF) members. The member types used should be consistent in both type (HSS or WF) and in the nominal outer dimensions used throughout the length of the truss. Shapes beside square HSS or WF members may only be used for connections or where concealed from direct view at completion of the project.
The specific orientations and geometries of the vertical truss framing members may vary slightly from that shown; however, the general layout and overall configuration of the diagonal members should be maintained where possible. Consideration should be given to maintaining a consistent and modular layout across the bridge elevations so that sections of the bridge are not visually distinct from each other. Vertical truss sections should generally be symmetric on each side of the bridge; however, this symmetry may be broken at the intersection that occurs on the west side of the Interstate 520. It is anticipated that
Exhibit C Page 2 of 8 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 35 of 68 additional members may be required over columns, at bridge turns, Intersections, at expansion joints, etc.
The specific orientations and geometries of the horizontal truss framing members (below the bridge deck and below the roof) may vary from that shown on the structural drawings; however, the general layout should be maintained where possible. The specific layout for the horizontal truss sections is less critical than the vertical truss sections, and may be modified if significant structural efficiencies can be gained. However, the general orientation of the diagonal members should follow a similar pattern to that used for the vertical trusses, where they are exposed to view.
Bridge Deck Structure The bridge deck structure should consist of concrete with a surface and finish as indicated on the architectural drawings or narrative. The concrete deck is assumed to span between the truss bottom chord members as indicated, however, alternate span arrangements are acceptable provided that the configuration of the steel framing members is not significantly altered. The slab thickness should be sized as required for structural load, deflection, and vibration criteria. The concrete is anticipated to be cast-in-place, but may also be precast concrete provided that the joints used are acceptable for the anticipated use. Control joints in the deck should be used as required to limit cracking or damage from shrinkage and expansion, and should follow guidelines from the applicable codes and standards. Use of steel deck below the slab is prohibited.
Bridge Roof Structure The bridge roof structure consists of the roofing and steel deck as indicated on the architectural and structural drawings. The size, gage, and orientation of the steel deck may be varied from that shown. Additional support locations for the deck may be added if necessary, provided that the general configuration of the horizontal steel truss on the underside of the roof is maintained.
Steel Connections and Splices In general, steel-to-steel connections are intended to be welded and to appear clean from any visible gusset plates or other connection plates. Truss splice locations may be added as needed to facilitate construction, however, these splices should be connected in such a way as to appear seamless once the steel is finished and coated. At connections of the steel bridge to concrete columns or abutments, consideration should be given to the appearance of the connection, and the connection elements should be concealed to the greatest extent possible.
LATERAL FORCE RESISTING SVSTEM
In general, lateral seismic and wind forces in the bridge structure are anticipated to be resisted by the steel truss elements spanning between the cantilevered concrete columns and the concrete abutments. The bridge structure is intended to be completely isolated from the Overlake Transit Center Parking Garage. Design and detailing for the late'ral components should confirm to the requirements of the applicable design codes.
EXPANSION AND SEISMIC JOINTS
An expansion/seismic joint is intended to occur on each side of the stair/elevator tower that serves the Overlake Transit Center Parking Garage, located where the bridge ties Into the stair/elevator tower. An expansion/seismic joint between the stair/elevator tower and the
Exhibit C Page 3 of 8 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 36 of 68 parking garage is not strictly required, but may be used in order to accommodate building movement or to accommodate different construction dates of the bridge and garage structures. The size of the joints should be sized to accommodate combined movement of both the bridge and garage structure in accordance with the applicable code requirements. The joint sizes shall consider all necessary thermal expansion, seismic drift, and any other lateral or vertical movement required by the applicable codes. No other structural expansion joints or seismic joints are anticipated along the pedestrian bridge, however, joint locations may be proposed for consideration if determined necessary.
MATERIALS
Refer to the general structural notes on the drawings for material requirements.
CIVIL DESIGN NARRATIVE
General Description The proposed Microsoft-Overlake Transit Center pedestrian bridge is elevated over WSDOT SR-520 Right-of-Way, City of Redmond 156th Ave NE Right-of-Way, Sound Transit property (Overlake Transit Center), and Microsoft Corporation property. The pedestrian bridge connects to the future 3"' floor of the future Overlake Transit Center Parking Garage.
The project will include clearing and grubbing, removal of obstructions, grading, drainage, road side barrier additions and modifications, utility relocation, stairs, retaining walls, paving with concrete and hot mix asphalt, erosion control and planting, concrete curb and gutter, cement concrete sidewalks, impact attenuators, illumination, signal, pavement marking, traffic control and other work all in accordance with the WSDOT, Sound Transit, and City of Redmond Design Standards.
Existing Conditions Locations and dimensions shown in the plans for existing facilities are based on available information provided by various sources. The civil drawings included in the 15% design package include a depiction of the existing conditions anticipated for the project. These existing condition drawings do not depict survey information specifically obtained for this project and is a collection of AutoCAD files obtained from Microsoft Corporation as-built drawings, WSDOT, Sound Transit, and the City of Redmond. The files were compiled to depict an approximate existing conditions plan. A complete and thorough survey will be required in order to progress the design.
An item identified of significant note was the depiction of the vertical elevation datum, not all CAD files that were used to approximate the existing site information were on the same vertical datum. Redmond established new bench mark vertical datum in June 2009. Some of the files received for establishing the existing conditions consisted of different vertical datums between NGVD 29' to NAVD 88'. As part of the surveying effort, reconciliation of all vertical datum will be required to be on NAVD 88. As a general rule on the 15% design drawings, data from plans on the NGVD '29 were elevated an additional 3'-7" to more closely mimic the anticipated topographic elevations when the area is surveyed (by Sound Transit) at NAVD '88.
Site Demolition and Preparation The project construction limits are approximately depicted on the civil drawings to define the scope of work extents. Some demolition of existing improvements has been identified
Exhibit C Page 4 of 8 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 37 of 68 within the limits. Upon further clarification of the proposed bridge support system, additional demolition may need to be accommodated.
Temporary Erosion and Sedimentation Control The TESC plan for the proposed site has been designed to protect off-site properties as well as minimize the quantity of sediment-laden water leaving the work area. The downstream system will need to be protected from potential soil erosion and sediment transport caused by storm water runoff during the construction of the project. Soils at the project site consist of silty soils with high moisture sensitivity making earthwork and site utility construction very difficult during wet weather. The disturbed soils will need to be protected during construction by the use of designated construction traffic corridors, Interceptor swales, plastic sheeting of soil stockpiles, and other erosion control techniques. The erosion control measures will be in accordance with City of Redmond, King County, and WSDOT standards.
Grading and Excavation Using the available topographic information from Sound Translt/WSDOT, the clearance of the bridge is currently designed to range from approximately 30'-4" on the east side of the SR520 eastbound lanes (near future light rail stop) to approximately 40'-0" at the western edge of the westbound lanes. The clearances provided here are to the bottom of the bridge structure at mid-span between columns. The clearance will be reduced an additional 3-feet +/- in the vicinity of the bridge support columns which would make the minimum vertical clearance along SR520 approximately 27-feet. Topographic information of 520 will need to be verified during the Sound Transit design per the "Existing Conditions" section of this narrative.
The western bridge ramp down into the Microsoft Studios West campus will require detailed design to ensure the underground garage is not compromised. The garage has specific loading thresholds that cannot tolerate excessive soil and structural dead loads. Structural foam will be necessary under any portion of the ramp which requires additional fill material to meet the grade of the concrete path. The top of the garage has water proofing material and drainage mat that must not be damaged. Careful study of the existing garage drawings and calculations will be necessary for final bridge design.
Vertica I Clea ranee Based on the preliminary available topographic information, clearances are achieved to the traffic below. Minimum clearances for each roadway section are provided below: Minimum Clearance Location Jurisdiction Required/Achieved Private Microsoft Access Road 13'-6" / 14'-0" City of Redmond F.D SR520 Bike/Pedestrian Path 10'-0" I 10'+ WSDOT SR520 17'-0" /30'-4" WSDOT 156 Ave NE 17'-0"/ 28'+ City of Redmond
Water and Sewer Service Upon verification with an adequate survey, including utility locates, the existing water and sanitary sewer mains and service connections should not be impacted during the construction of the pedestrian bridge with a few exceptions: an existing hydrant located near the 156th Ave NE bridge will need to be relocated. Additionally, two water lines under the bridge landing east of 156th Ave NE have been identified as potentially needing to be relocated. Once final survey information is gathered, Impacts to existing utilities should be examined for additional conflicts and potential relocation requirements.
Exhibit C Page 5 of 8 December 2013 Exhibit A TR 1-13382 • JC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail Page 38 of 68 Puget Sound Energy and Other Franchise Utilities The Microsoft Campus serves as the "hub" of the communications among many of the buildings within Redmond. The electrical and communication impacts on the Microsoft Campus will need to continue to be designed and coordinated with the owner as the communication and electrical equipment are very sensitive. The underground systems that serve the campus are critical to Microsoft operations. It is anticipated that the Sound Transit construction team and Microsoft will coordinate closely while construction is occurring on the project. The proposed bridge landing on the Microsoft Property (adjacent to the SRS20 bike trail) is proposed above existing electrical infrastructure. Some of the infrastructure currently installed in this location can tolerate the pedestrian bridge being directly above it (meeting minimum clearances). However in conformance with the existing PSE utility easement, the existing automatic electrical transfer switches cannot tolerate the pedestrian bridge being installed above due for potential maintenance of the system via necessary crane lifting operations. Based on an early site visit with PSE in October 2012 a preliminary relocation position was identified on the west side of the private access road, as shown on the civil drawings. Final design of the electrical service relocation will need to be closely coordinated with the owner and PSE. Additional junction vaults or pull boxes may be necessary for the relocation.
ARCHITECTURAL BRIDGE DESIGN NARRATIVE
Description The intent of the 520 bridge located just South of 40th street is to provide an unobstructed, covered and secure path across SR520. The path is meant as a connection between transit nodes and as means for safe and efficient passage in an East and West direction for all pedestrians and cyclists as well as Overlake transit users.
Bridge Slab The bridge slab is intended to be concrete as indicated in the structural drawings. Slopes should be coordinated with the civil drawings and designed to allow for a continuous path that meets ADA standards and allows for an uninterrupted pedestrian and bicycle route. If bicycle speed is perceived as a potential issue, speed bumps may be introduced at regular Intervals. The pedestrian path should remain separate from the bicycle path by means of a visual separation achieved through an integral concrete pigment applied to the portion of the concrete slab on the bicycle side. Refer to plan and section for intent and path alignment. Floor drains to be placed as required. Drainage pipes should run tight to the underside of a truss cord, following the bridge slope to the nearest column. Coordinate with civil drawings for storm drain connection intent. Concrete slab control joints should be placed at regular intervals and align with the bridge module to the greatest extent possible.
Bridge Roof The roof is intended to be a standing seam metal roof with a single integrated central gutter with matching trim and flashing. Gutters should follow the bridge slope connecting to roof drains placed in coordination with downspout locations as shown in the civil drawings. Where rain leaders are exposed, they should be painted to match the bridge and run tight to the structure following the truss web members when connecting from roof to columns below. The roof should accommodate a continuous safety cable tie off system for maintenance and inspection access. Exact roof tie-off access points to be determined and engineered by Sound Transit as design continues.
Exhibit C Page 6 of 8 December 2013 Exhibit A . . . TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 39 of 68 Bridge Ceiling . The bridge interior ceiling should consist of a flush aluminum ceiling panel with concealed fasteners. Consideration should be given to maintaining a consistent and modular panel layout that relates to the structural bridge module. The ceiling is intended to conceal overhead sprinkler lines, conduit paths and allow for flush recessed light fixtures. Exact fixture type and placement to be determined by Sound Transit as design continues. Ceiling panel design should allow for access to plenum space for maintenance and inspections as required by all applicable codes.
Bridge Enclosure Coordinate bridge enclosure with option shown in the drawing set. The preference is for enclosure listed as "B - Skin Option 2" as shown on A09.30
Safety and Security The location and quantity of safety call boxes are to be determined moving forward. Locations should be integrated with the steel web and be designed as an integral part of the bridge. Locations should be consistent and be integral to the overall bridge aesthetic. Any overhead security devices should be coordinated with the ceiling panel layout and placed at regular intervals, aligning to the greatest extent possible.
Bridge Slgnage Design Bridge signage should be illuminated and coordinated with Microsoft in·order to combine Sound Transit, WSDOT and COR way finding with Microsoft campus way finding.
ARCHITECTURAL DESIG.N INTENT FOR MICROSOFT SHUTTLE OPERATIONS OFFICE SPACE
Structure All effort should be made to maintain a column free floor area in the office area in order to maintain maximum future planning flexibility as shown in the plans. It is the intent that the central stair tower be isolated structurally from the garage and match the bridge construction and design aesthetic in order to create a consistent and uninterrupted look from the exterior. As means to strengthen the bridge and garage connection, the bridge grid layout should be coordinated with the overall bridge module, to the greatest extent · possible. The central vertical garage circulation is intended to double as a means to connect between the transit center amenities, the garage and the bridge path.
Finishes and Aesthetic Strong consideration should be given to integrating the MS Shuttle Operations area into the existing campus fabric due to its proximity and high level of prominence from 156th Street. Exterior finishes for this area should be in line with surrounding buildings in order to integrate the building into an established area. The ground level office space should accommodate an aluminum storefront system with insulated glazing that maximizes natural light penetration and transparency to the greatest extent possible. Areas for lit signage should be considered as indicated in the drawings. The independent, central elevator and stair tower should match the aesthetic and materiality of the office perimeter build-out, refer to the elevations for notes. The bridge will connect by_ means of expansion joints on either side of the tower with flush, slip resistant, joint caps to ensure safe pedestrian and bike travel. The tower will have continuous roof coverage, independent of the bridge as shown in the drawings:
Exhibit C Page 7 of 8 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Building Canopies Page 40 of 68 The design intent is to provide a continuous path of overhead protection along the North fac;ade, to the greatest extent possible. Refer to the drawings for assumptions on canopy locations and extent. It is.assumed that the canopies have a steel structure allowing them to be cantilevered out from the main building structure. Overhead canopy protection should be glass and translucent to allow for light penetration towards the building interior. Canopies should have integrated drains towards the curtain wall side.
Garage Plaza Design As the design develops, strong consideration should be given to the overall plaza design and layout. As a major hub transit hub and focal point from 155'", the plaza should be designed as a destination and support the high volume of users that will pass through and utilize the site. As a means to strengthen circulation paths, drawings show a variation in scoring patterns to distinguish a clear path in the East and West directions between 155th and future transit nodes. In addition, scoring to accentuate the central garage access point is also defined.
Garage Signage Design Garage signage should be illuminated and coordinated with Microsoft in order to combine Sound Transit, WSDOT and COR way finding with Microsoft campus finding.
Drainage It Is intended that all building drainage for the canopies at the ground level and the upper pedestrian and bicycle level, including the roof, be integrated in the overall garage drainage design to be determined by Sound Transit as design continues.
BRIDGE LANDINGS DESIGN INTENT
Site Work All site work design pertaining to the bridge landing zones should be integrated into the existing campus fabric and aesthetic. Materials should match existing conditions and be designed as a seamless extension between existing and new.
Landscaping All campus landscape work shall be coordinated with Microsoft and be designed to be integrated into the existing campus, stitching existing conditions together with new work.
Lighting Lighting design shall be coordinated with Microsoft and meet campus standards.
Site Furnishings All campus furnishings shall be coordinated with Microsoft and meet campus standards.
Exhibit C Page 8 of 8 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overtake Transit Center Pedestrian Bridge/Trail Page41of68 EXHIBITD Microsoft Garage Office Program - Transportation Services
Space Description Square Feet Lobby/Waiting 1,000 Dispatch Center 315 Private Office 285 Open Office (8'x8' workstations) 880 Customer Window 60 Work Room 11 S Conference Room 220 Kitchenette 150 Employee Break Area (I Ssf/person) 450 Men's Restroom (MSFT employee use) 60 Women's Restroom (MSFT employee use) 60 Men's Restroom (MSFT customer use) 60 Women's Restroom (MSFT customer use) 60 Janitor 50 Storage 130 MDF (server space) 80 Electrical Closet 25 Circulation 400 Mcch/Elcc Room 100 Total: 4.500
*Includes interior finish floor area, docs not include area of perimeter walls.
Exhibit D Page 1 of 1 December 2013 EXHIBITE Canopy Coverage Plan
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The intent of the construction phasing is to: • Maintain bus and shuttle operations accommodating 2 out of 5 bus bays for Connector and 12 spaces for Shuttle Connect within the existing OTC site during the E360 construction. • Provide Microsoft an operations building adjacent to their shuttle operations and of the general use, layout, size and configuration. All utility hookups and operational bathroom facilities shall be included. Microsoft is responsible for the provision of any telecommunication or fiber infrastructure related to Microsoft operations, and also for the coordination of any such installation with Sound Transit. • Maintain the number of bus and shuttle location changes. The plan includes 2 bus location changes and 3 Microsoft operation and shuttle location changes. • Provide an ADA accessible temporary direct access pathway to/from the flyer stop to the bus and shuttle loading zones provided the construction activities do not reasonably require the riders to use NE 40th street as a detour. 1f a detour is required, minimize the number and duration. • In phase I, provide temporary signals and other traffic control necessary to provide reasonably free flow of bus and shuttle along NE 36'h Street • In phase 2, provide temporary or final signal operations and traffic control required to optimize the traffic operations along 156th Avenue NE and the access to the bus/shuttle loop. • In phase 2, provide an ADA accessible pathway from the intersection of NE 40'h and the EB off ramp to the new bus/shuttle operations. • Provide temporary shelters for both bus and shuttle operations.
Exhibit F Page 1 of 4 December 2013 D Work Zones in Phase 1 Coordinated Work Zone, Phase 1
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Exhibit F Page 2 of 4 December 2013 Exh1b1tA TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bndge/Tra,1 Page45 of68
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·r·.1ao: ~ - STATION ~REA PLAN 1,---c....i ~· LINI< LICHT RAIL PRo..ctT ~ , [.t.31 COMIOOft CH2MHIU...... - li.l.M•, D ... ,,,...... ,. ... O~Ctf"N ,.,~ c., , ,., • ... 4'"'-"" Exhibit F Page 4 of 4 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridgerrrail Page 47 of 68 EXHIBITG NE 36th Street Access/Garage Egress Plan :~•.·,''' ...... OTC GARl1GE NOTES: • nus EXHIB[T IS A CONCEPT ONLY. PlAN ELEMENTS SHALL BE DESIGNED AND VERIFIED FOR FUNCTION PRIOR TO IMPLEMENTATION. ,, • DURING STATION DESIGN. REVIEW All '•. TURNING RADII AND l.),NE W!DntS FOR FlflE lRUCl 156 AVE NE 0 30 SIDEWALK AREAS IN AOOI TION TO BASE OESIGN SCALE IN FEET PRELIMINARY - FOR DISCUSSION ONLY DATE: EXHIBIT 07/05/2013 OVERLAKE TRANSIT CENTER PREFERRED G ACCESS OPTION Exhibit G - Page 1 of 1 December 2013 EXHIBIT H Microsoft Shuttle Connect Loop Plan -e-=-=------. ·-- ------, ~, ),., 0 rn I C I I C' C e vehicles are for agreed upon vehicle count purposes only and not specific locations. Ultimate locations of all buses and shuttles are subject to station final design. Exhibit H Page 1 of 1 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 49 of 68 EXHIBIT I OTC Redesign Funding (Excluding SONET Relocation)** Scooe Descriotion Microsoft Provided Fundinl! {YOE$) Construction $22,986,000 MS Shuttle Oeeration (Buildin~ell) $1,839,0Q0 Pedestrian Bridi,e $12,990,000 Additional Canooies $933,000 Canooies Fire Protection $85,000 Pavement Enhancement $38,000 Sales Tax $754,000 Design Allowance $4,160,000 Allocated ContinS!encv $2,187,000 Net ProoertY Costs $0 Design $4,865,000 Project Management $3,046,000 Unallocated contini,encv $2,405,000 Total• $33,302,000 *Reference Microsoft construction cost estimate and Sound Transit template for ProJect Cost Calculation dated 7/31/13 •• See Exhibit L for SONET Relocation Exhibit I Page l of l December 2013 EXHIBITJ ANCILLARY AGREEMENTS Document Parties Timin!! Notes Design-Build Microsoft, Prior to contractor selection Address confidentiality related to MS participation in the Confidentialitv Aizreement Sound Transit phase nrocurement of the design-build contractor OTC Ped Bridge O&M Microsoft, Develop prior to design build Content described in Section 3 .1 Agreement Redmond, contractor selection Sound Transit Execute orior to construction Post-Construction Lease Microsoft, Execute prior to opening of Terms addressed in separate Lease Term Sheet for MS Transportation Sound Transit redesigned OTC Services Interim License to Microsoft, Execute prior lo construction Terms addressed in separate Lease Term Sheet continue MS Sound Trans it Transportation Services during construction TCE - Ped Bridge Microsoft to Prior to construction Construction of OTC Ped Bridge on property west of SR 520 and th Construction Sound Transit nronertv east of 156 Ave NE TCE - Frontage Microsoft to Prior to construction Construction of frontage improvements on Augusta Drive Improvements Sound Transit Permanent Easement - Ped Microsoft to Upon conveyance of Ped Location of OTC Ped Bridge on prcperty west of SR 520 and h Bridge Redmond Bridize to Redmond orooertv east of 156' Ave NE Permanent Easement - Ped Sound Transit Upon conveyance of Ped Location of OTC Ped Bridge on OTC Property Bridge to Redmond Bridge to Redmond (and MS if required by O&M Aizreement) Temporary Construction WSDOTto Prior to design build Construction of OTC Ped Bridge on SR 520 right-of-way Airspace Lease (TCAL) Sound Transit contractor selection SR 520 20-year Airspace WSDOTto Prior to construction, ASL to Location of OTC Ped Bridge on SR 520 right-of-way Lease (ASL) Redmond commence upon transfer of the OTC Ped Bridge to Redmond Conveyance Deed Microsoft to Upon vacation of street end; Street end of NE 36'" Street :' Sound Transit , Exhibit J Page I of 2 December 20 I 3 • Document Parties Timinl! Notes TCE - Augusta Microsoft to Prior to construction In exchange for advertising rights defined in Exhibit K, MS to Drive/Microsoft Road Sound Transit provide TCE for parcels EL-346 and EL-347 per Exhibit M Permanent Easement - Microsoft to Prior to construction In exchange for advertising rights defined in Exhibit K, MS to August Drive/Microsoft Sound Transit provide permanent easements for parcels EL-346 and EL-347 per Road Exhibit M O&J,.1 = Operations and Maintenance TCE - Temporary Construction Easement Exhibit J Page 2 of 2 December 2013 Exhibit A .,, ~. " TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgerTrail Page 52 of 68 Exhibit K East Link: Overlake Transit Center Redesign Leases with Microsoft ("MS") for MS Shuttle Operations and Related Office Functions Listed below are agreed terms for leases during both the period ofre-construction, and the period after reconstruction of the Overtake Transit Center (OTC). In 2002, in exchange for certain transferable developme11t rights from the City of Redmo11d, Microsoft dedicated the OTC property to Sollntl Transit for transit-related purposes. Microsoft is currently the lessee 1111der a ground lease, a bllilding lease, and Connector & Shuttle Connect bay licenses. These terms are intended to be incorporated into and to guide the structure and language of the final lease and license agreements between Sound Transit and Microsoft. Per Sollnd Transit policy, the post-constrllction lease is subject to and will not take effect until approval by the Sound Transit Board of Directors. Interim License (during construction) Term Commencing when the current leased facilities are no longer available to Microsoft and terminating when permanent office space is ready for occupancy License Premises: • I operations trailer (approx. 1440 square foot), including 2 shared comfort station bathrooms for MS, ST, and Metro operators. • MS-only shuttle loop Bus Bays Sound Transit and Microsoft will continue the existing license agreements for 2 bus bays. Flyer Stop Sound Transit and Microsoft will continue the existing Flyer Stop license agreement along SR 520. Use Microsoll Connector and Shuttle Connect services with related office functions. Rent Monthly rent will be calculated as follows: (I) the estimated cost for Sound Transit's contractor to provide the operations trailer + (2) one-time cost to relocate trailer and utilities at beginning of Phase II of construction, + (3) the estimated cost for Sound Transit's contractor to provide the additional weather protection specified in Exhibit F to the OTC Funding Agreement between Microsoft, Sound Transit, and the City of Redmond. ------divided by 36 months_ No rent after 36 months. Exhibit K Page 1 of 5 December 2013 Exhibit A TR 1-13382 ' ., IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 53 of 68 TI Allowance None Utilities • ST to provide utility connections to base of trailer for hot/cold water, sewer, and electricity. (Parties to discuss a small credit to MS for ST and Metro use of comfort stations.) • MS to connect utilities to trailer and pay all service charges . • MS to provide and pay for fiber optic connection and telecommunications. Landscaping MS to landscape those portions of OTC open to public at MS expense. Parking No MS parking on site. Garbage/Recycling MS expense for service to MS facilities. Relocation • ST plans to complete construction in two phases: Phase I and Phase 11. At completion of Phase I portion of construction, Sound Transit will relocate the MS trailer to a Phase II location. Exact location will be Sound Transit's decision but ST will consult with Microsoft prior to the relocation. • ST reserves the right to relocate the MS trailer at any other point during the term of the lease if necessary to accommodate construction, at ST expense. Exact location will be Sound Transit's decision but ST will consult with Microsoft prior to the relocation. • ST to relocate utilities except fiber at ST expense to new location . MS to pay for connections. MS responsible for relocating fiber. Signage ST to provide, consistent with other station signagc. Security ST, MS, and COR will coordinate security on site. ST will provide MS security personnel with reasonable access to portions of site open to public during construction. Termination • MS may terminate at any time upon 60 days prior notice. If termination is within the first 3 years, MS to pay as termination fee the remaining cost of the trailer, one-time trailer/utility relocation, and cost of temporary weather protection. • ST right to terminate lease upon 90 days prior notice if necessary to maintain construction schedule due to delays caused by matters beyond Sound Transit's control. Exhibit K Page 2 of 5 December 2013 Exhibit A TR 1-13382 . - IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail Page 54 of 68 Post-Construction Lease Term • 15 years, with option for two (2) additional 15 year options • MS to provide I years notice if not opting to renew lease . Leased Premises • Approx. 4500 square feet of office space • Approx. l 000 square feet of passenger waiting area within the office space. • ST to provide vanilla shell • Non-exclusive use of shuttle loop, other uses not to conflict with MS use to the extent permitted by applicable law_ Bus Bays Sound Transit and Microsoft will continue the existing license agreements for 2 bus bays. Flyer Stop Sound Transit and Microsoft will continue the existing Flyer Stop license agreement along SR 520. Use Microsoft Connector and Shuttle Connect services with related office functions and indoor passenger waiting area. Rent To be determined, based on appraisal of market rent for fully-improved comparable space based on ST TI allowance and excluding any improvements paid for by MS. Rent to increase every 5 years, based on CPI increase with new appraisal at start of each 15 year option. Sound Transit will provide a rent credit to Microsoft in consideration of and equal to Microsoft's financial contribution for the shell construction of the leased premises. ST will provide rent credit for cost of maintaining landscaping at OTC, and if MS provides more than 1,236 stall months of parking to ST during the reconstruction of OTC, MS shall receive a rent credit for the stall month(s) of parking that exceed 1,236. TI Allowance ST to provide a TI allowance in an amount consistent with industry standard at the time the lease is entered into. The allowance will be provided in the form of a rent credit over the initial term of the lease. At end of lease, tenant improvements which are affixed become property of ST. Utilities ST to provide shell with all utilities except fiber and telecommunications_ MS to pay cost of service for all utilities separately metered. Exhibit K Page 3 of 5 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgerTrail Page 55 of 68 Landscaping If MS desires additional landscaping above ST standard landscaping, MS may install additional landscaping. MS will maintain landscaping for entire site. ST will provide a credit towards rent for landscaping based on the square footage cost of ST-standard landscaping maintenance. Parking Estimated nine (9) reserved parking spaces on site included in Rent for MS office use based on City of Redmond land use code parking requirements. No overnight (8pm-6am) parking for shuttles. Garbage/Recycling MS expense for service to MS facilities. Security ST, MS, and COR will coordinate security on site. ST will provide necessary access for security personnel to perform their duties. Signagc MS to provide for MS operations. ST right to pre-approve all signage. Exclusive In consideration for the transfer of the easements on Microsoft property Advertising License under Section 5. J.H and Section 5.2.E, Sound Transit shall grant to Microsoft a license agreement for the exclusive use of the designated advertising spaces at the Overlake Transit Center from October l, 2014 until the start of £360 construction and from the time of the opening of the OTC Ped Bridge until 203l(approximately twelve years). During the £360 construction period no advertising will be available at the OTC. The following conditions shall be incorporated into the License Agreement: Microsoft shall neither assign the advertising license nor sell advertising space to any third party. Sound Transit retains the right to display its own self-promotion advertising at the designated spaces at Overlake Transit Center, including transit rider information and advertisements for transit services. Microsoft shall be solely responsible for the cost of producing, installing and removing advertising in the designated spaces. Microsoft will be responsible for restoring or repairing damage caused by installing or removing advertising. The use of the designated spaces shall comply with Sound Transit advertising policies, regulatory and operating requirements. Microsoft shall have the option to renew the license for two additional five (5) year periods at the then current market rental rate by providing written notice to Sound Transit at least six ( 6) months before the expiration of the license term. The license agreement shall also include standard terms and conditions of Sound Transit advertising agreements which will be applicable to Microsoft and its vendors, including provisions covering notice of entry, repair of the facilities, and the standard Sound Transit insurance and indemnification provisions. Assignment/Sublease MS may not assign or sublease any portion of the leased premises without ST permission unless the assignment or sublease is to a MS subsidiary or sister company. Exhibit K Page 4 of 5 December 2013 Exhibit A TR 1-13382 • ' IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail Page 56 of 68 Termination MS may terminate at any time upon 6 months prior notice. ST may terminate with 90-day notice if Sound Transit has determined that it needs the leased premises to improve its delivery of high capacity transportation services to the public. MS may terminate office lease if ST terminates license agreements for bus bays. If ST terminates during the initial term, MS shall be paid by ST for the unamortized investment in the garage shell and any TI' s paid for by MS. Commencement Date permanent office space is substantially complete and certificate of Date of Lease occuoancv is issued. Exhibit K Page 5 of 5 December 2013 Exhibit A TR 1-13382 ' IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 57 of 68 EXHIBIT L Microsoft Facilities Removal and Relocation (I) Microsoft's Removal and Relocation of Microsoft Facilities. Microsoft owns certain fiber optic facilities located under SR 520 (the "Microsoft Facilities") in conflict with the East Link Project. Microsoft shall provide all labor, materials, equipment and other items necessary to remove and relocate the Microsoft Facilities pursuant to this Exhibit L, and Microsoft shall assume all risks associated with the work. Microsoft shall remove the fiber contained in the Microsoft Facilities no later than November 15, 2015 (the "Removal Date"). Upon the removal of the fiber, Microsoft will notify Sound Transit in writing, and Sound Transit will cause the existing duct bank to be demolished or abandoned in place. (2) Sound Transit's Reimbursement. Sound Transit shall reimburse Microsoft for the categories of work and items identified in the budget and scope of work attached as Exhibit L-1 to this Exhibit, which describes the budget and work required for the removal and replacement of the Microsoft Facilities with an equivalent system. Sound Transit's total maximum reimbursement for the work under Exhibit L-1 is the not to exceed amount of Two Million Five Hundred Twelve Thousand Four Hundred Forty Six Dollars ($$2,512,446.00) (the "ST Reimbursement Amount"). Out of the ST Reimbursement Amount, Microsoft is authorized to expend up to $2,123,055 in direct billings, and an additional $389,391 is reserved as contingency (the "Contingency") the use of which requires Sound Transit approval as provided below. (3) Budget. The categories of work in Exhibit L-1 that are reimbursable by Sound.Transit (the "ST Reimbursable Items") will be coded and a budgeted amount is assigned to each category of work. The Contingency is also included in Exhibit L-1. Microsoft will submit invoices for the actual work and actual expenditures accrued for the ST Reimbursable Items up to the budgeted amount. Microsoft will seek approval for reimbursement from the Contingency in Exhibit L-1 as provided below. If Microsoft is able to complete the work under Exhibit L-1 for less than the amounts assigned to the ST Reimbursable Items under Exhibit L-1, Sound Transit will only be obligated to reimburse Microsoft its actual costs for the work as documented in the Payment and Documentation Process below. Sound Transit's reimbursements will be made according to the Payment and Documentation Process below. ( 4) Microsoft Costs. Microsoft agrees to bear any costs related to the removal and relocation of the Microsoft Facilities over and above the ST Reimbursement Amount. Microsoft at its discretion may add betterments to the relocation work, and Microsoft shall be solely responsible for all costs of such betterments including design costs and increased construction management expenses associated with the betterments, and all installation costs of such betterments unless the installation cost was necessary to relocate the Microsoft Facilities. Betterments are defined as increases in capacity or upgrades beyond Exhibit L Page 1 of 3 December 2013 Exhibit A .. TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 58 of 68 those that would provide an equivalent system. If Sound Transit incurs contractor delay costs due to the failure of Microsoft to remove the Microsoft Facilities by the Removal Date, Sound Transit may, in addition to any other remedies it may have, deduct the amount of its contractor delay costs from the ST Reimbursement unless the delay by Microsoft was due to causes outside the control of Microsoft. (5) Contingency. Exhibit L-1 contains the Contingency that is included in the ST Reimbursable Amount. If Microsoft's costs exceed the budgeted amount assigned for a ST Reimbursable Item, Microsoft shall submit a written request for reimbursement from the Contingency, to Sound Transit's Designated Representative. Sound Transit will in its reasonable discretion, after consultation with Microsoft, determine whether such request falls within the categories of work that are reimbursable under Exhibit L-1. The request for use of the Contingency must be processed through the Sound Transit Change Control Board. Such request must allow one (1) month for completion of Sound Transit's internal approval process, and no reimbursement from the Contingency will be made until the internal approval process is completed, but such internal approval process shall be completed within one(!) month of Microsoft's written request. (6) Payment and Documentation Process for Removal and Relocation of Microsoft Facilities. Microsoft shall present invoices _and documentation for work completed on the ST Reimbursable Items. Sound Transit shall make payment within thirty (30) days after receipt of the proper documentation, including: (I) a certification that the ST Reimbursable Item work category is complete, (2) summary reports of expenditures or work statements with codes, descriptions of tasks, categories of work, and services performed, (3) time reporting records with hourly rates and number of hours worked, (4) copies of third party contractor invoices for services or materials provided, and (5) certificates of material origin to comply with Buy America requirements of Section 2.8.E. This payment process docs not apply to any other amounts that may due under this Agreement. (7) Addresses. Microsoft's invoices and supporting documentation shall be sent electronically to Sound Transit at the following addresses: with an electronic copy to: Sound Transit shall make payment to Microsoft within thirty (30) days of its receipt of the properly completed invoice, supporting documentation in accordance with this section. Sound Transit shall have fifteen (15) calendar days to notify Microsoft of inaccurate or incomplete information. Payment will be sent to Microsoft at the following address: Exhibit L Page 2 of 3 December 2013 Exhibit A TR 1-13382 • IC 1-17-10997 City of Redmond Overtake Transit Center Pedestrian Bridge/Trail Page 59 of 68 Accounts Receivable Microsoft Corporation One Microsoft Way Redmond, WA 98052-6399 (8) Buy America Documentation. Microsoft shall provide certificates of material origin (COMO) documentation showing that the component construction materials primarily made of steel, iron or component manufactured products that were permanently installed in the relocated utility facility are in compliance with the Buy America requirements. Under 49 USC 5323(j) (as amended) and 49 CFR Part 661, all steel, iron and manufactured products used in Federal Transit Administration (FT A) funded projects must be produced in the United States, unless a waiver has been granted by the FTA or the product is subject to a general waiver or specific waiver is granted. General Waivers are listed in 49 CFR 66!.7. With its invoices Microsoft will provide COMO for the component materials permanently installed the Microsoft facilities. Microsoft may use a COMO in the form attached as Exhibit L-2. (9) Recordkeeping. For a period of six (6) years after final payment for the relocation of the Microsoft Facilities, Microsoft shall make available for inspection and copying by Sound Transit and its auditors, the records related to the relocation of the Microsoft Facilities, including invoices for materials and supplies and services rendered, COMO, and other documentation requested by Sound Transit related to the work. Microsoft shall produce or allow inspection of its records in the event Sound Transit or its federal funding agency requests an audit of Microsoft's records and actual costs related to Microsoft's relocation of the Microsoft Facilities. In the event Sound Transit requests an audit, the Parties shall cooperate with the reasonable requests of the auditor. Attachments: Exhibit L-1 Scope and Budget Exhibit L-2 COMO Exhibit L Page 3 of 3 December 2013 Exhibit A • TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 60 of 68 Exhibit L-1 MS Sonet Line Relocation Scope and Budget Costs to be reimbursed by Sound Transit SUMMARY Scope of work: Proposed MSFT Fiber Network relocation from under SR 520 rerouted via the 36th Street Bridge in an existing conduit system. For billing purposes Microsoft and Sound Transit will agree on coding numbers to be assigned to the tasks described below. This work includes the following items: 1) Physical Survey of vaults to determine pathway, Input data into pathway software documentation, and the survey of entry and cable rooms, (6 bldgs 2 nns ea). 2) Design for the new cabling network which includes broadcast, wireless, DAS, transport, MSIT and construction team design with CAD support. 3) Determine physical path between buildings including the removal of existing copper circuits and cabling. 4) Civil Support - Communication Contractor's labor to support duct bank installation including traffic control, tie-in into (3) three existing vaults. (Pumping of existing vaults and placement of new vaults) 5) Reconnection of 1,603 active and inactive fiber optic strands. Final design and construction coordination over a period of I 8 month is also included. Work to construct and install the fiber optic cable across SR 520 terminating at Building 43 includes the following items of work. I) Buildings 43 to Building 117 - Existing conduit infrastructure routing is assumed to be via Vault 43.Cl, 43.C4 then across the 36th St. Bridge to vaults I09.C4 then to Vaults 92.C3, NE36 CS and beyond to Building 117. Cable 1 is a (I) 144 strand fiber cable and inner duct from 843 MDF to Bl 17/2605 w/ port patch panel terminations at B43 and B 117/2605. 2) Buildings 43 to Building 112 - Existing conduit infrastructure routing is assumed to be via Vaults 43.Cl, 43.C4, across the 36th St Bridge to vaults I09.C4 & CS, Vaults 92.C3, 36NE.C4 and beyond to Building 112. Cable 2 & Cable 3 is (2) 216 strand fiber cable each with inner duct from B43PB G 138 to B 112/PBX 2119 each with port patch panel terminations at each location (B43PBX & B 112/PBX 2119). 3) Buildings 43 to Building 110 - Existing conduit infrastructure routing is assumed to be via Vaults 43.Cl, 43.C4, then across the 36th St Bridge to vaults 109.C4, CS, 92.C3, 92.C2 and Hand hole Bl IOHHL Cable 4 is (I) 144 strand fiber cable and inner duct from B43PBX G 138 to B 110/2019 each with port patch panel terminations at each location (B43PBX Gl38 & Bl 10/2019). 4) Buildings 110 to Building 112 - Existing conduit infrastructure routing is assumed to be via Vaults l l0HHI, 92.C2, 92.C3 (new), 36NE.C4 and beyond to Building 112. Cable 5 Exhibit L-1 Page 1 of 5 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail is (1) 144 strand fiber optic cable and inner duct from B 110/PBX to Bl 12/PBX'2'!lf§; 0168 each with port patch panel terminations per location. Civil Work below inlcudesl00% of the excavation costs including Tele/Comm Manhole and 33% of the conduit duct costs 1) Install a new 9x4 concrete encased duct bank to from the existing Vault 92 C.2 to new Vault 92 CJ with an approx. 30' additional 9X4 duct bank in a Northerly direction. Sound Transit agrees to required extension of 30' of additional 3X4 duct bank, 2) Extend 40' extension of a 4X9 Duct Bank to Vault 42 C.2 Per the ST ICE 3) Install Tele/Comm Manhole and 33% and 30' extension & intercept of a 4X9 Duct Bank at Vault 92 C.2 with added new manhole. 4) Demo, Traffic Control, New and Re-excavation of existing Duct Bank, all Concrete Encasement, Backfill/Compaction, Landscape Restoration, Asphalt Paving, Sidewalk, Curb & Gutter, Storm, Replacement I Restoration. Work to construct and install the fiber optic cable On the East side of SR 520 includes the following items of work. I) Buildings 43 to Building 8 - Through an Existing conduit infrastructure routing is assumed to be via Vaults B08.C x, Bl l .C7, 42.C2, 43.C2, 43.Cl and into the MDF in Building 43 Cable 6 is a (1) 144 strand fiber cable and inner duct from B43PBX G 138 to B8. Port patch panel terminations are located at (B43PBX G 138 & B8). 2) 6 Buildings 43 to Building 11 - Through an Existing conduit infrastructure routing is assumed to be via Vaults Bl l .C7, Bl I .CS, 42.CI, 42.C2, 43.C4, 43.Cl and into the MDF in Building 43 Cable 7 is a (1) 144 strand fiber cable and inner duct from B43PBX G 138 to Bl 1/PBXI045 each with port patch panel terminations at each location (B43PBX G138 & B8). EXCLUSION of MS BETTERMENTS - SUMMARY: Locations 2, 3, 4 per MSFT civil Drawing attached below - Re-excavation of Duct Bank, Concrete Encasement, Backfill, and Landscape Restoration. Civil Work: - Betterments: 1. Location 2 - Re-excavation of Duct Bank, Concrete Encasement, Backfill, and Landscape Restoration Consists of the exhuming of the existing duct bank, encasing the conduits, backfilling and restore landscape. The impact due to the construction of ST alignment does not affect the existing infrastructure at Location 2 and therefore is considered to be "Microsoft Betterment". 2. Location 3 - Re-excavation of Duct Bank, Concrete Encasement, Backfill, and Landscape Restoration/ Rockery consists of the exhuming of the existing duct bank, Exhibit L-1 Page 2 of 5 December 2013 Exhibit A , TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail 90 62 0168 encasing the conduits, backfilling and restore landscape/rockery. The impact due to t!ie" construction of ST alignment does not affect the existing infrastructure at Location 3 and therefore is considered to be "Microsoft Betterment". 3. Location 4 - Re-excavation of Duct Bank, Concrete Encasement, Backfill, and Landscape Restoration consists of the exhuming of the existing duct bank, encasing the conduits, backfilling and restore landscape. The impact due to the construction of ST alignment does not affect the existing infrastructure at Location 4 and therefore is considered to be "Microsoft Betterment". EXCLUSIONS: • Estimate Excludes Schedule and/or Time Impacts • Hazardous Waste Disposal Exhibit L-1 Page 3 of 5 December 2013 Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overtake Transit Center Pedestrian Bridge/Trail Page 63 of 68 Cost Breakdown: WBS Breakdown L••el Code Vendor Oe5ctlpt,on of Work 8udct1 2 '02 CONSTIIUCTlON SOFT COSTS 294,109 :, 'o2Jo lnfur.n-t. &.250 4 OUOJOO s,,., R!!Ylew Pl.w, P.. m ,ts ClLY 8,250 :, '02.10 l'ro}«t A.tmWCon..,ltlng I- /ll,d,Hllnf rolmbun4W.) JZ1.J7J OU0.101 CM/PM~- OAC Serv,ces CM/l'MWo,lc ils 180,036 • 02 20.200 Pr,con s,,,,;,,,s GLY GCP-,ru<1oon 1ncTt\non Exhibit L-1 Page 4 of 5 December 2013 ------Exhibit A TR 1-13382 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian BridgefTrail ------,----,--,-----. Paae 64 nf68 I ''i ·I / I ~ 11 ~ ~ I I I I i 11 r I_:: 1. !~, 0 ii & jl,ti i i Ii 'I wl I ~ u II ~ ~ 1 j ~ JI ; I I I II H I i ~ u ~ :1 i1.:. ' ' ; ~ >-'- u " ii lf I I § m, 1 •H '1 iii plj1i1 I ii Ii I 1! I lfl! ,It\; r ! ~, ·: ! I , ~ · I I I I I •• I I ~ ' . ' I r'-- f' I I .. , , I I· I I I ·' , I I I r i I l,, ' L ..- .. -·, I ' l ~ ,, I' I ·1 I " I , I ri ', ·- - - r' I l:~ I ' ' !I i ,,.,,. I , y [ ~ / rt! ~i -~ ... ', J '7 ' ...... __ ·1, ------_/ Exhibit L-1 Page 5 of 5 December 2013 Exhibit A • TR 1-13382 Exhibit L-2 IC 1-17-10997 City of Redmond Overlake Transit Center Pedestrian Bridge/Trail Page 65 of 68 Certification of Materials Origin (Required for Steel and Iron Materials, and Manufactured Products Incorporated into Utility Relocation Work) Relocation Agreement: Agreement between City of Redmond, Sound Transit and Microsoft Corp, dated (Sec. 2.8) ··--·---- Contractor ·-- ·----- Subcontractor -·- Manufacturer/ Supplier The following Certification of Materials Origin (COMO) is made for the purposes of establishing materials compliance with "Buy America" requirements for the steel, iron or manufactured products used for the utility relocation work required by the agreement referenced above. Materials as described below are furnished for use and incorporated in the utility relocation work under this agreement in compliance with the certification as noted in 1 or 2 below. Manufacturing processes for steel and iron materials are defined on the back of this form. Manufactured products and end products are defined under 49 CFR 661. D 1. The materials furnished for the utility relocation work are American-Made with all manufacturing processes entirely within the United States of America. D 2. The materials furnished for the utility relocation work contain steel, iron or manufactured products that are manufactured, all or in part, outside the United States of America, as indicated below. If Box 1 is checked, provide description of the materials, country of origin: quantity, and invoice cost. If Box 2 is checked, provide description of the materials, country of origin, quantity, and Invoice cost. I declare under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct. Contractor I Subcontractor I Manufacturer/ Supplier Name Date Place Authorized Corporate Official Signature Side 1 of2 Exhibit A TR 1-13382 • • tc 1-11-10997 A. The following items are considered to be Steel or Iron Manufacturing Processes City of Redmond Overlake Transit Center Pedestrian BridgefTrail 1. Any process from the original reduction from ore to the finished produc!Pe()ernititfltes a manufacturing process for iron. Foreign source steel ingots or foreign source steel billets used in any manufacturing process of a steel product is considered foreign steel under the Buy America Provision. 2. Production of Steel by any of the following processes: a. Open Hearth Furnace. b. Basic Oxygen. c. Electric Furnace. d. Direct Reduction. 3. Rolling, heat treating, and any other similar processing. 4. Fabrication of the products: a. Spinning wire into cable or strand. b. Corrugating and rolling into culverts. c. Shop fabrication. 5. Protective coatings such as zinc, aluminum, epoxy, paint, or any other coating that protects or enhances the value of steel or iron. 6. Due to a nationwide waiver, Buy America does not apply to raw materials (iron ore and alloys), scrap (recycled steel or iron), and pig iron or processed, pelletized, and reduced iron ore. Side 2 of2 Exhibit M , Sound Transit Easements • NE 1/4 SW 1/4 SEC 23, T 25 N, R 5 E; W.M. SE 1/4 NW 1/4 SEC 23, T 25 N, R 5 Ee; W.M. ------•-·- ---•-· ...... ,.. ,.,.,. "l~l'::•.:.·sc,;•·c,c, \ .,.,,t,:, \ \ \ ' \ -- .. __ _ ------~- -- --.... __ j ' \ ' \ \ C-.UIOEWAYI liill"OA#,Rl - .....,,_, PMCD.MO. PARCO.,_ FtETAIIE RaMNl&I CURVEOAIA :c:·;:;: _..,_ (TAJC ACCOIJlff .,_. SQ.fT. SQ.FT. - a.,TIOUCTIQO SQ.IT. DIITSQ.FT. IEUTIO Fl. ,., I OHTA 7 I I.':' ::>t ( • 7l'T",TJ....,----:: 'I f'i'n'),"jl~t ' - • u;v. ;:::• AJ --~=• -~ -'- Exhibit M Page 1 of 2 December 2013 SE 114 NW 1/4 SEC 23, T 25 N, R 5 E: W.M. 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