AN ORDINANCE related to light rail transit, authorizing the Mayor to execute an agreement with Sound Transit to allow the non-exclusive use of certain City of Seattle streets and rights-of-way for the Central Link Light Rail Project, and authorizing certain areas of the public rights-of-way to be designated as a Light Rail Transit Way.

WHEREAS, in 1996, pursuant to state law, the Central Puget Sound Regional Transit Authority (known as "Sound Transit") proposed, and Central Puget Sound voters approved, financing for a ten year regional transit system plan known as Sound Move; and

WHEREAS, Sound Move includes the Central Link electric light rail line connecting the cities of SeaTac, Tukwila and Seattle, which will provide numerous benefits to Seattle's residents, workers, and visitors, and which will help the City meet its Comprehensive Plan goals for dense, mixed use urban centers and urban villages connected by high-quality public transit; and

WHEREAS, the City Council and Mayor have committed to work cooperatively with Sound Transit to ensure that the light rail system gets built cost effectively, and that it is sensitive to the needs and interests of the citizens of Seattle; and

WHEREAS, in Resolution 30128, the City Council approved the light rail alignment, station locations, and maintenance base location for the Central Link light rail system; and

WHEREAS, Sound Transit seeks the City's approval for permanent use by the light rail system of property on, under and above City streets and rights-of-way in order to satisfy the continuing control requirements of the Federal Transit Administration; and

WHEREAS, the City holds City streets and rights-of-way in trust for the convenience of public travel and is authorized to grant to Sound Transit the right to use such streets and rights-of-way;

NOW THEREFORE, BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. Findings. The City Council finds that construction of the electric light rail system known as the Central Link Light Rail Project is consistent with and promotes the policies of the City's Comprehensive Plan.

Section 2. The Mayor is hereby authorized to execute an agreement between the City and Sound Transit, substantially in the form attached as Attachment 1 to this ordinance, approving Sound Transit's use of City streets and public rights-of-way for the Central Link Light Rail Project subject to the terms of the agreement.

Section 3. Sound Transit is authorized to construct and operate the Central Link Light Rail Project in the City streets and rights-of-way generally described and depicted in Exhibits A and B to Attachment 1 hereto, and located within the areas described in Exhibit C to said Attachment 1, when the Director of Seattle Transportation has received and approved final surveyed drawings showing the precise location of the Light Rail Transit Way within City streets and rightsof-way. Upon the approval of the final drawings, the Director of Seattle Transportation is authorized to designate those areas as a Light Rail Transit Way, and to file the same with the City Clerk.

Section 4. Any act pursuant to the authority and prior to the effective date of this ordinance is hereby ratified and confirmed.

Section 5. This ordinance shall take effect and be in force thirty days from and after its passage and approval, if approved by the Mayor; otherwise it shall take effect at the time it shall become a law under the provisions of the city charter.

Passed by the City Council the _______ day of __________________, 2000, and signed by me in open session in authentication of its passage this _______ day of __________________, 2000. ___________________________________ President____________ of the City Council

Approved by me this _______ day of __________________, 2000 ____________________________________ Paul Schell, Mayor

Filed by me this _______ day of __________________, 2000. ____________________________________ City Clerk

ATTACHMENT 1

AGREEMENT BETWEEN THE CITY OF SEATTLE AND SOUND TRANSIT FOR GRANT OF NON-EXCLUSIVE USE OF A LIGHT RAIL TRANSIT WAY AS RELATED TO THE CENTRAL LINK LIGHT RAIL TRANSIT PROJECT

This AGREEMENT is entered into by and between the City of Seattle ("the City") and Central Puget Sound Regional Transit Authority ("Sound Transit") and is effective when signed by all parties.

RECITALS

WHEREAS, Sound Transit is a governmental entity created pursuant to chapters 81.104 and 81.112 RCW with all powers necessary to implement a high capacity transit system within its boundaries in King, Pierce, and Snohomish Counties, including the right to construct and maintain facilities in public rights of way without a franchise (RCW 81.112.100 and RCW 35.58.030); and

WHEREAS, the City is a first class city operating under the laws of the State of Washington; and

WHEREAS, the City owns and operates city streets, and other infrastructure improvements within the City boundaries where Sound Transit proposes certain transit improvements and light rail; and

WHEREAS, the Growth Management Act (chapter 36.70A RCW) requires the City to plan for and encourage regional high capacity transportation facilities such as the Central Link Light Rail Transit Project (RCW 36.70A.020); and

WHEREAS, in 1996, pursuant to state law, the Central Puget Sound Regional Transit Authority (known as "Sound Transit") proposed, and Central Puget Sound voters approved financing for, a ten-year regional transit system plan known as Sound Move; and

WHEREAS, Sound Move includes the Central Link Light Rail Transit Project connecting the cities of SeaTac, Tukwila and Seattle, which will provide numerous benefits to Seattle's residents, workers, and visitors, and which will help the City meet its Comprehensive Plan goals for dense, mixed use urban centers and urban villages connected by high-quality public transit; and

WHEREAS, Sound Transit and the Federal Transit Administration of the United States Department of Transportation have jointly planned the Central Link Light Rail Transit Project, and jointly issued a draft and final Environmental Impact Statement pursuant to the National and State Environmental Policy Acts, and the EIS discusses mitigation for the potential environmental impacts of the project; and

WHEREAS, on November 18, 1999 the Sound Transit Board selected and authorized the implementation of the preferred alternative alignment for the Central Link Light Rail Transit Project; and

WHEREAS, after the consideration of the final EIS, the Federal Transit Administration issued a Record of Decision, which finds that the federal environmental process is complete for the Central Link Light Rail Transit Project; and

WHEREAS, on April 10, 2000, the City Council adopted Resolution 30128, approving the alignment, station locations, and maintenance base location for the Central Link Light Rail Transit Project through the City of Seattle; and

WHEREAS, Sound Transit is proceeding to design and build the Central Link Light Rail Transit Project, and will seek various land use and right-of-way permits for construction and operation of the system within the City of Seattle; and

WHEREAS, the City and Sound Transit want to agree on a grant of a nonexclusive use of a Light Rail Transit Way for the Central Link Light Rail Transit Project in the City of Seattle;

NOW THEREFORE, in consideration of mutual promises and covenants herein contained related to the grant of a non-exclusive use of a Light Rail Transit Way by the City to Sound Transit to construct, operate, maintain, and own a Light Rail Transit System in the City of Seattle within and along the Light Rail Transit Way, the parties hereto agree to the terms and conditions as follows:

SECTION I. DEFINITIONS

For purposes of this Agreement, the following terms, phrases, words, and their derivations shall have the meaning given herein where capitalized; words not defined herein shall have their ordinary and common meaning. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number, words in the singular number include the plural number, and the use of any gender shall be applicable to all genders whenever the sense requires. The words "shall" and "will" are mandatory and the word "may" is permissive. A reference to the City's Charter refers to the same as amended from time to time. References to governmental entities (whether persons or entities) refer to those entities or their successors in authority. If specific provisions of law referred to herein be renumbered, then the reference shall be read to refer to the renumbered provision. References to laws, ordinances or regulations shall be interpreted broadly to cover government actions, however nominated, and include laws, ordinances and regulations now in force or hereinafter enacted or amended.

1.1 Agreement. "Agreement" means this Light Rail Transit Way Agreement approved by appropriate action of the City of Seattle and of Sound Transit.

1.2 City. "City" means the City of Seattle and any successor or assignee following an assignment that is permitted under this Agreement.

1.3 Emergency. "Emergency" means, except as otherwise provided, a sudden, generally unexpected occurrence or set of circumstances demanding immediate action.

1.4 Final Construction Plans. "Final Construction Plans" means prints showing in detail, the proposed construction and specifications of the Light Rail Transit System, including alignment drawings showing the exact limits of the Light Rail Transit Way.

1.5 Final Right-of-Way Plans. "Final Right-of-Way Plans" means prints showing the proposed limits of the Light Rail Transit Way mathematically tied to existing City of Seattle monumentation.

1.6 Liability. "Liability" means all loss, damages, cost, expense (including costs of investigation and attorneys fees and expenses at arbitration, trial or appeal and without institution of arbitration or suit), liability, claims and demands of whatever kind or nature (including those arising under the Federal Employers Liability Act), arising out of an occurrence relating to this agreement or occurring on or relating to the Light Rail Transit System described herein.

1.7 Light Rail Transit Facility. "Light Rail Transit Facility" means a structure, rail track, equipment, maintenance base or other improvement of a Light Rail Transit System, including but not limited to ventilation structures, traction power substations, Light Rail Transit Stations and related passenger amenities, bus layover and inter-modal passenger transfer facilities, and transit station access facilities.

1.8 Light Rail Transit Station. "Light Rail Transit Station" means a Light Rail Transit Facility whether at grade, above grade or below grade that provides pedestrian access to Light Rail Transit System vehicles and facilitates transfer from light rail to other modes of transportation. A Light Rail Transit Station may include mechanical devices such as elevators and escalators to move passengers and may also include such passenger amenities as informational signage, seating, weather protection, fountains, artwork, or concessions.

1.9 Light Rail Transit System. "Light Rail Transit System" means a public rail transit line that operates at grade level, above grade level, or in a tunnel and that provides high-capacity, regional transit service owned or operated by a regional transit authority authorized under chapter 81.112 RCW. A Light Rail Transit System may be designed to share a street right-of-way although it may also use a separate right-of-way. Commuter rail, and low capacity, or excursion rail transit service, such as the Waterfront Streetcar or Seattle Monorail, are not included.

1.10 Light Rail Transit Way. "Light Rail Transit Way" means the areas of the Public Rights of Way occupied by Sound Transit for its Light Rail Transit System after construction pursuant to this Agreement, as shown on the record drawings of the Final Right-of-Way Plans approved by the Director of Seattle Transportation on file with the City Clerk.

1.11 Passenger. "Passenger" means any person who is not an employee of Sound Transit, and who is aboard any Sound Transit Light Rail Transit System vehicle.

1.12 Public Rights of Way. "Public Rights of Way" means the areas above, below, on and over public streets and easements which, under the City Charter, the Seattle Municipal Code, the City ordinances, and applicable laws, the City has authority to grant rights of way, permits, or licenses for use thereof or has regulatory authority therefor.

1.13 Routine Maintenance and Operation. "Routine Maintenance and Operation" means Sound Transit's maintenance and operation of the Light Rail Transit System that does not require (i) the excavation of soil that would alter or disturb the Public Rights of Way; or (ii) the use of heavy machinery within fifty (50) feet of or upon the Public Rights of Way.

1.14 Sound Transit. "Sound Transit" means the Central Puget Sound Regional Transit Authority, and any other entity to the extent such entity, as permitted under this Agreement, is exercising any rights to operate the Light Rail Transit System over any portion of the Light Rail Transit Way pursuant to a specific written grant of such rights by Sound Transit.

1.15 Third Party. "Third Party" means any person other than the City or an employee of the City, and any person other than Sound Transit, or an employee of Sound Transit.

SECTION II. GRANT OF RIGHTS BY THE CITY

2.1 Grant of Non-Exclusive Use of a Light Rail Transit Way. The City grants to Sound Transit a non-exclusive use of portions of certain Public Rights of Way, the general location of which is described and depicted on Exhibits "A" and "B" hereto, to be known as a Light Rail Transit Way, to construct, operate, maintain, and own a Light Rail Transit System in, upon, above, beneath and along the Light Rail Transit Way in accordance with the terms and conditions of this Agreement. The Light Rail Transit Way shall be limited to the areas described generally in the plans and profile drawings contained in Exhibit "C" hereto and more fully described in the Final Right-of-Way Plans. The Director of Seattle Transportation and Sound Transit's Director of Light Rail shall, from time to time, jointly revise and modify Exhibit "C" to conform to the Final Construction Plans and the Final Right-of-Way Plans as long as the revisions are, in their judgment, within the scope and intent of Exhibit "C." This grant shall take effect upon the filing with the City Clerk by the Director of Seattle Transportation of approved Final Construction Plans and Final Right-of-Way Plans. Sound Transit expressly agrees that it will construct, operate and maintain the Light Rail Transit System in compliance with this Agreement and all applicable City ordinances, state and federal laws.

2.2 Rights Limited to Light Rail Transit System. The non-exclusive use of a Light Rail Transit Way is granted solely for the purpose of construction, maintenance, operation, and ownership of the Light Rail Transit System detailed in the Final Construction Plans, and for no other purpose. Sound Transit intends, and shall have the right, to use the Light Rail Transit Way solely for Light Rail Transit System uses. Sound Transit agrees that it shall not, without the City's written consent, construct on or along the Light Rail Transit Way any additions to or expansions of the Light Rail Transit System subsequent to the construction done in accordance with the Final Construction Plans and the Final Right-of-Way Plans. Notwithstanding the foregoing, nothing contained herein shall prevent Sound Transit from replacing Light Rail Transit Facilities or equipment existing after construction.

2.3 Work Permitted in Light Rail Transit Way. Sound Transit understands and agrees that during the normal course of Light Rail Transit Way use, the City may engage in construction, maintenance, demolition, leasing, licensing, permitting, and similar activities that have the potential to cause interruption to the Light Rail Transit System. Sound Transit understands and agrees that such activities may be caused, from time to time, by reasons including but not limited to: (1) traffic conditions, (2) public safety, (3) Public Rights of Way construction, (4) Public Rights of Way repair (including resurfacing or widening), (5) change of Public Rights of Way grade, and (6) construction, installation or repair of sewers, drains, water pipes, power lines, signal lines, traffic control devices, tracks, communications systems, public works, public facilities or improvements, or any utilities. The City agrees that such activities, to the extent they are permitted or controlled by the City, shall not occur within the Light Rail Transit Way without written notice to Sound Transit forty-eight (48) hours prior to commencement of the work, unless an Emergency exists as defined herein. Any such activities done by or for the City shall be undertaken in a manner that minimizes, to the extent possible, disruption to operation of the Light Rail Transit System.

2.4 Non-Exclusive Use. Sound Transit understands that the rights granted herein are non-exclusive. The City shall have the right to agree to other non-exclusive uses or occupancies of the Light Rail Transit Way. The City agrees that such uses or occupancies shall not unreasonably impair the ability of Sound Transit to operate the Light Rail Transit System.

2.5 Use Restricted. This Agreement does not authorize the provision of any services by Sound Transit other than the services strictly related to the operation of the Light Rail Transit System. Sound Transit's use of the Light Rail Transit Way for anything other than a Light Rail Transit System shall require written permission from the City.

2.6 Ownership. Sound Transit shall own all tracks and other Light Rail Transit Facilities on the Light Rail Transit Way, including, without limitation, improvements constructed at the cost and expense of Sound Transit. Nothing in this Agreement shall be construed as granting to Sound Transit any interest or right in the Light Rail Transit Way or the improvements on the Light Rail Transit Way other than the rights expressly provided herein.

2.7 No Rights by Implication. No rights shall pass to Sound Transit by implication. Without limiting the foregoing, by way of example and not limitation, this Agreement shall not include or be a substitute for:

A. Any other permit or authorization required for the privilege of transacting and carrying on a business within the City that may be required by the ordinances and laws of the City; or

B. Any permit, agreement or authorization required in connection with operations on or in public streets or property, including by way of example and not limitation, street cut permits; or

C. Any permits or agreements for occupying any other property of the City or private entities to which access is not specifically granted by this Agreement.

2.8 Utilities Agreements. This Agreement shall not be read to diminish, or in any way affect, the authority of the City to control and charge for the use of the light, water, storm, solid waste, and wastewater utilities. Therefore, if Sound Transit desires to use such utilities it must obtain necessary agreements or consents for such uses, as may be required by the City, which agreements or consents shall not be unreasonably withheld.

SECTION III. CONSTRUCTION

3.1 Approval of Construction. Sound Transit shall obtain the approval of the Director of Seattle Transportation of all Light Rail Transit Facility Final Construction Plans for work in the Public Rights of Way prior to any such work commencing. When approving Final Construction Plans for Light Rail Transit Facilities, including Light Rail Transit Stations, transit station access and supporting passenger service amenities, the Director may impose conditions to ensure consistency with the Seattle Design Guidelines for Link Light Rail to be developed by the City and Sound Transit. Final Construction Plans must be accompanied by Final Right-of-Way Plans. Approval for construction shall consist of the issuance of a construction permit or permits by Seattle Transportation, for each project section or contract to be constructed by Sound Transit within the Public Rights of Way.

3.2 Entry upon Light Rail Transit Way. Sound Transit, its employees and agents, shall have the right, as defined and limited pursuant to Section VI of this Agreement, to enter upon the Light Rail Transit Way for the purpose of constructing, operating and maintaining the Light Rail Transit Facilities.

3.3 Record Drawings. As promptly as possible, but in no event later than six (6) months after each segment of the Light Rail Transit System is installed, Sound Transit shall furnish to the City record drawings of the Final Construction Plans and Final Right-of-Way Plans. Record Drawings are Mylars and associated electronic files prepared in AUTOCAD showing the as-built condition.

3.4 Temporary Use of Public Rights of Way. During construction of the Light Rail Transit System, Sound Transit, with the prior written agreement of the City, may fence portions of the Public Rights of Way for the temporary storage of construction equipment and materials, provided that such structures and fences (i) do not interfere with or disrupt in any way, other than in ways approved in advance by the City, the ordinary use of the right of way; and (ii) do not interfere with or disrupt in any way, other than in ways approved in advance by the City, the ordinary access to property on either side of the Public Rights of Way. Sound Transit shall not store or temporarily place any goods, materials, or equipment (i) near a roadway, intersection, or crossing in such a manner as to interfere with the sight distance of persons approaching such crossing; or (ii) within such greater distance as prohibited by the City; provided, however, that fuel and other hazardous substances shall not be stored unless approved by appropriate officials of the Seattle Fire Department.

3.5 Utilities During Construction. The City recognizes that the Light Rail Transit System is a public transportation improvement and as such will cooperate with Sound Transit by directing conflicting non-City owned utilities to relocate when necessary at their expense pursuant to Seattle Municipal Code Section 15.32.120. Sound Transit agrees that it will coordinate with all utilities to minimize utility relocation costs and related construction and will negotiate with nonCity owned utilities on utility relocation costs and cost allocation. Sound Transit shall fully indemnify the City for any claim and undertake the defense of any litigation directed at the City arising from the City's exercise of its authority to direct such relocation to accommodate the construction of the Light Rail Transit System. The City shall cooperate fully with Sound Transit in the defense of any such claim. Notwithstanding the foregoing, the parties agree that Sound Transit shall pay for any relocation or protection of City-owned utilities that the City determines is necessary due to construction or operation of the Light Rail Transit System. The specific allocation of costs of such relocation or protection shall be defined in a series of future agreements between the City and Sound Transit relating to the separate construction segments of the Light Rail Transit System, each agreement to be entered into before construction on the particular segment begins.

3.6 Compliance with Laws, Rules, and Regulations. Sound Transit, at Sound Transit's sole cost and expense, will furnish all materials, parts, components, equipment and structures necessary to construct and operate the Light Rail Transit System, or any part thereof, in accordance with this Agreement. Any and all work by Sound Transit shall be done in a good and workmanlike manner, in conformity with all applicable engineering, safety, and other statutes, laws, ordinances, regulations, rules, codes, orders, or specifications of any public body or authority having jurisdiction.

3.7 Installation. All facilities and installations must meet or exceed applicable specifications of the City and be in compliance with all existing federal, state and local laws, ordinances and regulations.

3.8 Track Support. During any work of any character by Sound Transit at locations of the Light Rail Transit Facilities, and in accordance with the Final Construction Plans, Sound Transit will support the tracks and roadbed of the Light Rail Transit System in such manner as is necessary for the safe operation of the Light Rail Transit System and ordinary use of the Public Rights of Way.

3.9 Imminent Danger. If, during construction, there is an Emergency or the Light Rail Transit System creates, or is contributing to, an imminent danger to health, safety, or property that Sound Transit is unable to immediately address, the City may protect, support, temporarily disconnect, remove, or relocate any or all parts of the Light Rail Transit System without prior notice, and charge Sound Transit for costs incurred. The City shall provide notice of such danger as soon as practicable.

3.10 Accommodation of Moving Structures. Sound Transit shall, on the request of any Third Party holding a valid permit issued by a governmental authority, temporarily raise or lower its wires to permit the moving of buildings or other objects. Sound Transit may require that the expense of such temporary removal or raising or lowering of wires be paid in advance by the Third Party requesting the same.

3.11 Information Regarding Ongoing Work. In addition to providing notice to the public of ongoing work as may be required under applicable law, Sound Transit shall:

A. Establish effective communication with residents and businesses; develop and implement a public relations plan that will provide that local residents and businesses are fully informed about potentially significant disruptions, such as temporary street closures, changes in transit service, and parking availability. Sound Transit will work with community and neighborhood groups prior to and through the construction process to identify types of impacts that would occur and to work on ways to reduce those impacts.

B. Develop a 24-hour monitoring center that provides telephone access for the public to get construction information and to make complaint and incident reports.

C. Develop a multi-media public information program to provide information regarding street closures, hours of construction, business access, and parking impacts.

D. Provide a community ombudsman.

E. Maintain access to businesses during construction activities.

F. Clearly identify, and make accessible, paths to and from major transportation facilities, such as designated pedestrian routes, bicycle lanes, bus routes and stops, designated truck routes, and tunnel entrances.

G. Work with affected business owners, chambers of commerce, merchants associations and others to develop a business-marketing program to minimize business disruption during construction. The program could include a shuttle bus and/or increased transit service to affected areas, additional signage, advertising and promotion, and incentives to attract and retain customers.

H. Request the assistance of local ethnic community organizations to help tailor business-marketing programs to the specific needs of ethnic business owners whose customers are mainly from a single ethnic group.

I. Work with Community Capital Development and/or similar organizations to assist affected businesses in gaining access to technical assistance and small business loans or grants.

J. Coordinate street sweeping services in construction areas with construction activity, particularly areas with surrounding residential and retail development.

K. Provide business cleaning services on a case-by-case basis.

L. Work with local school districts to educate school officials and children about the light rail system and safe street-crossing procedures, especially on at-grade sections.

M. Provide regular updates to assist public school officials in providing advance and ongoing notice to students and parents concerning construction activity near schools.

N. Develop a mitigation commitment tracking system that will provide a computerized record of all mitigation commitments and a means to track progress toward meeting those commitments.

O. Follow standard construction safety measures, such as installation of advance warning signs, highly visible construction barriers, and the use of flaggers.

P. Post advance notice signs prior to construction in areas where surface construction activities will affect access to surrounding businesses.

Q. Use lighted or reflective signage to direct drivers to truck haul routes, to provide visibility during nighttime work hours.

3.12 Restoration of Public Rights of Way. Sound Transit shall promptly repair any and all Public Rights of Way and public property that is disturbed or damaged during the construction of its Light Rail Transit System to substantially the same condition, or in the case of street surfaces, better condition if reasonably necessary. In the event Sound Transit does not comply with the foregoing requirement, the City may, upon reasonable advance notice to Sound Transit, take the actions to restore the Public Rights of Way or public property at Sound Transit's sole cost and expense.

3.13 Federal Grant Conditions. Sound Transit's design and construction of the Project is subject to a financial assistance contract between Sound Transit and the United States Department of Transportation (hereinafter "U.S. DOT"), Federal Transit Administration ("FTA"). Both parties recognize that the FTA may request a change to this Agreement to comply with its funding requirements.

SECTION IV. PERMITS

4.1 Permits and Licenses. Sound Transit, at its sole cost and expense, shall (i) secure and maintain in effect, all federal, state and local permits and licenses required for the construction, operation and maintenance of the Light Rail Transit System, including, without limitation, crossing, zoning, building, health, environmental, and communication permits and licenses; and (ii) indemnify the City against payment of the costs thereof and against any fines or penalties that may be levied for failure to procure, or to comply with, such permits or licenses, as well as any remedial costs incurred by the City in curing any such failures. The City shall cooperate with and assist Sound Transit in securing and maintaining any such permits or licenses.

4.2 City Shall Not Hinder. The City shall not hinder Sound Transit's attempts to secure, obtain, and maintain, at Sound Transit's sole cost and expense, any permits, licenses or approvals of other governmental agencies or authorities, or of any necessary Third Parties, for the use of any structures or facilities (including streets, roads or utility poles).

SECTION V. ENTRY NOTICE

5.1 Access. Sound Transit, its employees and agents shall have access to the Public Rights of Way in connection with Sound Transit's construction, operation, and maintenance of the Light Rail Transit System as is reasonably necessary in accordance with this Agreement; provided however, except to the extent expressly provided in this Agreement, this right of access shall not be deemed to require the City to take any actions or expend any funds to enable such persons to exercise such rights of access, and provided further that such access may not interfere with or disrupt in any way, other than in ways approved in advance by the City, the use of the Light Rail Transit Way by the City or Third Parties in and along the Light Rail Transit Way.

5.2 Notice Prior to Initial Entry. During construction, Sound Transit shall give the City at least forty-eight (48) hours' written notice before initial entry upon any portion of the Public Rights of Way for construction purposes.

5.3 Entry after Construction. After construction, any entry by Sound Transit onto the Public Rights of Way that is not pursuant to the Routine Maintenance and Operation of the Light Rail Transit System or for purposes relating to an Emergency shall require (i) advance written notice from Sound Transit to the City not less than ten (10) days prior to Sound Transit's planned entry, with notice to specify the purpose of the entry; (ii) if entry involves any new construction, or removal of any portion of the Light Rail Transit System, plans as required by direction of the Director of Seattle Transportation showing in detail the proposed new construction, reconstruction, or removal; and (iii) approval by the City, which approval shall not be unreasonably withheld or delayed, taking into account the nature of the proposed entry.

5.4 Entry for Routine Maintenance and Operation. During Routine Maintenance and Operation, Sound Transit personnel may enter the Public Rights of Way without notice to the City, as long as such entry is for the sole purposes of Routine Maintenance and Operation.

5.5 Emergency Access. In the event of an Emergency that interrupts or significantly disrupts operation of the Light Rail Transit System and for purposes of taking immediate corrective action, Sound Transit personnel may enter the Public Rights of Way without notice to the City, as long as such entry is for the sole purpose of addressing the Emergency, provided, however, that if any entry for such purposes is likely to require excavation of soil that would alter or disturb the Public Rights of Way or use of heavy machinery within fifty (50) feet of or upon the Public Rights of Way, Sound Transit shall give the City verbal or telephonic notice of the places where and the manner in which entry is required, prior to such entry, promptly followed by written notice.

SECTION VI. OPERATION, MAINTENANCE, AND REPAIR

IN STREETS AND RIGHTS OF WAY

6.1 Compliance with Laws, Rules, and Regulations. Sound Transit shall operate, maintain, and repair its Light Rail Transit System in compliance with all federal, state, and local laws, ordinances, departmental rules and regulations and practices affecting such system, which includes, by way of example and not limitation, the obligation to operate, maintain, and repair in accordance with the City's Land Use Code and construction codes, and City street and utility standards. In addition, the operation, maintenance, and repair shall be performed in a manner consistent with industry standards. Sound Transit shall exercise reasonable care in the performance of all its activities and shall use industry accepted methods and devices for preventing failures and accidents that are likely to cause damage, injury, or nuisance to the public or to property.

6.2 Permits Required. Except in cases of emergency repairs, Sound Transit's operation, maintenance, or repair of its Light Rail Transit System shall not commence until all required permits have been properly applied for and obtained from the proper City officials and all required permits and associated fees paid, including, but not limited to the costs of permit application review and inspection. In case of emergency repairs, appropriate permits shall be applied for no later than the second business day following repairs.

6.3 Level of Operation/Maintenance. All facilities shall be operated and maintained in such a manner as to minimize disruption to other users of the Public Rights of Way. All facilities shall be maintained to a standard of safety and aesthetics acceptable to and in accordance with standards adopted from time to time by the City.

6.4 Appointment of Operator. Sound Transit may appoint an operator as Sound Transit's agent to exercise some or all of Sound Transit's rights under this Agreement, subject to the terms and conditions of this Agreement.

6.5 Regulatory Approvals. Sound Transit and its operator shall obtain and maintain all federal, state and/or local regulatory approvals as may be required for the operation of the Light Rail Transit System.

6.6 Responsibility for Equipment. The City shall have no responsibility for inspecting, maintaining, servicing or repairing any trains or other equipment used by Sound Transit as part of the Light Rail Transit System, but all such equipment shall at all times comply with applicable federal, state, and local governmental requirements.

6.7 Prompt Repair. Sound Transit shall promptly repair any and all Public Rights of Way, public property, or private property that is disturbed or damaged during the operation, maintenance, or repair of its Light Rail Transit System. Public property and Public Rights of Way must be restored to substantially the same condition as before the disturbance or damage occurred, or in the case of street surfaces, better condition if reasonably necessary.

6.8 Imminent Danger. In the event of an Emergency, or where the Light Rail Transit System creates, or is contributing to, an imminent danger to health, safety, or property, that Sound Transit is unable to immediately address, the City may protect, support, temporarily disconnect, remove, or relocate any or all parts of the Light Rail Transit System without prior notice, and charge Sound Transit for costs incurred. The City shall provide notice of such danger as soon as practicable.

6.9 No Crossing Gates Without Permission. Sound Transit will not install any crossing gates or other traffic control devices without the written consent of the City.

6.10 Traffic Signal Modifications. The City traffic signals shall be modified to accommodate operation of the Light Rail Transit System upon completion of construction work. Sound Transit shall submit to the City proposed modifications to traffic signals, which shall be subject to approval by the City prior to operation of Sound Transit's Light Rail Transit System. Sound Transit shall provide the City with all software components required for the traffic signal modification. Sound Transit shall provide the City with all hardware modifications to the City's equipment required by any modifications to traffic signals. The City shall approve the specifications for the software components and hardware before such software components and hardware have been procured or installed. Sound Transit shall pay all costs associated with the modification of traffic signals where necessary to accommodate the Light Rail Transit System, including direct labor of the City employees as well as indirect costs in accordance with the City's standard cost allocation plan maintained by the appropriate City department.

SECTION VII. FACILITY LOCATION SIGNS

Sound Transit, at its sole cost, expense and risk, shall furnish, erect and thereafter maintain signs showing the location of all Sound Transit facilities. Signs shall be in conformance with applicable codes.

SECTION VIII. THIRD PARTY RIGHT OF WAY OWNERSHIP

This Agreement is not intended to cover and does not cover any occupancies over (i) rights of way or other land owned solely or jointly by any other person or entity, or (ii) any rights granted to the City by Third Parties. The City agrees to cooperate with Sound Transit to assist in its efforts to acquire rights to use any joint facilities or structures or such rights of way or land owned by others along the Light Rail Transit Way.

SECTION IX. RELOCATIONS

If the City desires the relocation of a portion of the Light Rail Transit Facilities to accommodate the City, the City shall notify Sound Transit of such fact, and Sound Transit shall consult with the City regarding such request.

SECTION X. LIABILITY, INDEMNIFICATION

Sound Transit hereby agrees to indemnify, defend, and hold the City harmless from any and all claims, demands, suits, actions, damages, recoveries, judgments, costs, or expenses (including, without limitation, reasonable attorneys' fees) paid by the City and arising or growing out of or in connection with or resulting from, either directly or indirectly, the construction, maintenance, operation, repair, removal, occupancy, and use of the Light Rail Transit System in the Light Rail Transit Way by Sound Transit, unless such claims arise from the sole or partial negligence, actions or inaction of the City, its employees, servants, agents, contractors, subcontractors or persons using the Light Rail Transit System with permission of the City.

The City shall give Sound Transit prompt notice of any claims of which it is aware. Sound Transit shall promptly assume responsibility for the claim or undertake the defense of any litigation on behalf of the City. The City shall cooperate fully with Sound Transit in the defense of any claim. The City shall not settle any claim without the prior written consent of Sound Transit, which consent shall not be unreasonably withheld.

Sound Transit expressly assumes potential liability for actions brought by Sound Transit's employees and agents against the City and, solely for the purpose of this indemnification, expressly waives any immunity under the Industrial Insurance Law, Title 51 RCW. Sound Transit acknowledges that this waiver was entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation.

SECTION XI. INSURANCE

Sound Transit shall maintain, throughout the term of this Agreement and for six (6) years after its termination, insurance adequate to protect the City against claims that may arise as a result of the construction, operation, or maintenance of the Light Rail Transit System in the Light Rail Transit Way, including, without limitation: (i) comprehensive general liability insurance; (ii) property damage liability insurance (including coverage for explosion, collapse, and instability); (iii) workers' compensation insurance (to the extent required by law); (iv) employer's liability insurance; and (v) comprehensive auto liability coverage (including owned, hired, and non-owned vehicles).

Sound Transit shall carry such insurance with responsible insurers or self-insure or participate in an insurance pool or pools at levels of coverage or with reserves adequate, in the reasonable judgment of Sound Transit, to protect Sound Transit and the City against loss, and as are ordinarily carried by municipal or privately owned entities engaged in the operation of systems comparable to the Light Rail Transit System.

Sound Transit shall file with the City's Risk Manager certificates of insurance reflecting evidence of the required insurance and naming the City as an additional insured where appropriate. The certificates shall contain a provision that coverage will not be canceled until at least 30 days' prior written notice has been given to the City.

If Sound Transit fails to maintain the required insurance, the City may order Sound Transit to stop operating the Light Rail Transit System in the Light Rail Transit Way until the required insurance is obtained.

SECTION XII. LIENS

12.1 The Light Rail Transit Way is not subject to a claim of lien. In the event that any City property becomes subject to any claims for mechanics', artisans' or materialmen's liens, or other encumbrances chargeable to or through Sound Transit which Sound Transit does not contest in good faith, Sound Transit shall promptly, and in any event within thirty (30) days, cause such lien claim or encumbrance to be discharged or released of record (by payment, posting of bond, court deposit or other means), without cost to the City, and shall indemnify the City against all costs and expenses (including attorneys' fees) incurred in discharging and releasing such claim of lien or encumbrance. If any such claim or encumbrance is not so discharged and released, the City may pay or secure the release or discharge thereof at the expense of Sound Transit after first giving Sound Transit five (5) business days' advance notice of its intention to do so. The City shall use its reasonable best efforts to keep Sound Transit's facilities free of all liens that may adversely affect the Light Rail Transit System.

12.2 Nothing herein shall preclude Sound Transit's or the City's contest of a claim for lien or other encumbrance chargeable to or through Sound Transit or the City, or of a contract or action upon which the same arose.

12.3 Nothing in this Agreement shall be deemed to give, and the City hereby expressly waives, any claim of ownership in and to any part or the whole of the Light Rail Transit Facilities except as may be otherwise provided herein.

SECTION XIII. TERM; TERMINATION

13.1 This Agreement shall be effective as of the date the last party signs and, unless sooner terminated pursuant to the terms hereof, shall remain in effect for so long as the Light Rail Transit Way is used for public transportation purposes.

13.2 Upon termination of this Agreement, Sound Transit agrees to prepare, execute and deliver to the City all documentation necessary to evidence termination of this Agreement or portion thereof so terminated. No such termination, however, shall relieve the parties hereto of obligations accrued and unsatisfied at such termination.

13.3 Upon the cessation of use of the Light Rail Transit Way for the Light Rail Transit System, to the extent any portion of it remaining in the Public Rights of Way or on any other public property is not removed by Sound Transit, the City, as expressed by ordinance, may deem it abandoned and it shall become the property of the City. If the City does not desire such ownership, Sound Transit shall remove any remaining portion of the Light Rail System.

13.4 Any order by the City issued pursuant to this Section remove the Light Rail Transit System in whole or in part shall be sent by registered or certified mail to Sound Transit not later than twentyfour (24) months following the date of termination of this Agreement, or, if later, the final resolution of any appeal of the termination.

13.5 Sound Transit shall file a written removal plan with the City not later than sixty (60) calendar days following the date of the receipt of any orders directing removal, or any consent to removal, describing the work that will be performed, the manner in which it will be performed, and a schedule for removal by location. The removal plan shall be subject to approval and regulation by the City. The affected property shall be restored to as good or better condition than existed immediately prior to removal.

SECTION XIV. REMEDIES; ENFORCEMENT

14.1 Remedies. The City has the right to exercise any and all of the following remedies, singly or in combination, in the event Sound Transit violates any provision of this Agreement:

A. Commencing an action at law for monetary damages;

B. Commencing an action for equitable or other relief;

C. Seeking specific performance of any provision that reasonably lends itself to such remedy.

14.2 Cumulative Remedies. In determining which remedy or remedies for Sound Transit's violation are appropriate, a court may take into consideration the nature and extent of the violation, the remedy needed to prevent such violations in the future, whether Sound Transit has a history of previous violations of the same or similar kind, and such other considerations as are appropriate under the circumstances. Remedies are cumulative; the exercise of one shall not foreclose the exercise of others.

14.3 Failure to Enforce. Sound Transit shall not be relieved of any of its obligations to comply promptly with any provision of this Agreement by reason of any failure of the City to enforce prompt compliance, and the City's failure to enforce shall not constitute a waiver of rights or acquiescence in Sound Transit's conduct.

SECTION XV. COVENANTS AND WARRANTIES

15.1 By execution of this Agreement, the City warrants:

A. That the City has the full right and authority to enter into and perform this Agreement and any permits which may be granted in accordance with the terms hereof, and that by entering into or performing this Agreement the City is not in violation of its charter or by-laws, or any law, regulation or agreement by which it is bound or to which it is bound or to which it is subject; it being understood, however, that the covenant and warranty contained in this Section does not constitute a warranty, expressed or implied, by the City, of the right or rights granted by the City to Sound Transit hereunder; and

B. That the execution, delivery and performance of this Agreement by the City has been duly authorized by all requisite corporate action, that the signatories for the City hereto are authorized to sign this Agreement, and that, upon approval by the City, the joinder or consent of any other party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this Agreement.

15.2 By execution of this Agreement, Sound Transit warrants:

A. That Sound Transit has full right and authority to enter into and perform this Agreement in accordance with the terms hereof, and by entering into or performing under this Agreement, Sound Transit is not in violation of any of its agency governance rules, any law, regulation or agreement by which it is bound or to which it is subject; and

B. That the execution, delivery and performance of this Agreement by Sound Transit has been duly authorized by all requisite Board action, that the signatories for Sound Transit hereto are authorized to sign this Agreement, and that the joinder or consent of any other party, including a court or trustee or referee, is not necessary to make valid and effective the execution, delivery and performance of this Agreement.

SECTION XVI. RECORDINGS, TAXES AND OTHER CHARGES

16.1 Sound Transit shall pay all transfer taxes, documentary stamps, recording costs or fees, or any similar expense in connection with the recording or filing of any permits which may be granted hereunder. Sound Transit further agrees that if it is determined by any federal, state or local governmental authority that the sale, acquisition, license, grant, transfer or disposition of any part or portion of the Light Rail Transit Facilities or rights herein described requires the payment of any tax, levy, excise, assessment, or charges (including, without limitation, property, sales or use tax) under any statute, regulation or rule, Sound Transit shall pay the same, plus any penalty and/or interest thereon, directly to said taxing authority and shall hold the City harmless therefrom. Sound Transit shall pay all taxes, levies, excises, assessments or charges, including any penalties and/or interest thereon, levied or assessed on the Light Rail Transit Facilities, or on account of their existence or use (including increases thereof attributable to such existence or use, and excluding taxes based on the income of the City), and shall indemnify the City against payment thereof. Sound Transit shall have the right to claim, and the City shall reasonably cooperate with Sound Transit in the prosecution of any such claim, for refund, rebate, reduction or abatement of such tax(es).

16.2 The City may pay any tax, levy, excise, assessment or charge, plus any penalty and/or interest thereon, imposed upon Sound Transit for which Sound Transit is obligated pursuant to this Section, if Sound Transit does not pay such tax, levy, excise, assessment, or charge when due. Sound Transit shall reimburse the City for any such payment made pursuant to the previous sentence, plus interest at the prime rate per annum, as published in the Wall Street Journal.

SECTION XVII. ASSIGNABILITY; BENEFICIARY

17.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors or assignees. No assignment hereof or sublease shall be valid for any purpose without the prior written consent of the other party, and any attempt by one party to assign or license the rights or obligations hereunder without prior written consent will give the other party the right, at its written election, immediately to terminate this Agreement or take any other lesser action with respect thereto. The above requirement for consent shall not apply to (i) any disposition of all or substantially all of the assets of a party; (ii) any governmental entity merger, consolidation or reorganization, whether voluntary or involuntary; (iii) a sublease or assignment of this Agreement (in whole or in part) to a governmental entity; or (iv) a sale, lease, or other conveyance by the City, subject to those requirements set forth in this Agreement; provided however, that no sublease or assignment under (ii) or (iii) shall be permitted to a governmental entity not operating, constructing or maintaining a Light Rail Transit System on behalf of Sound Transit, and provided further that no unconsented assignment shall relieve Sound Transit of its obligations and liabilities under this Agreement.

17.2 Either party hereto may assign any monetary receivables due them under this Agreement; provided, however, such assignment shall not relieve the assignor of any of its rights or obligations under this Agreement.

17.3 Sound Transit acknowledges and agrees that the City may designate, in writing, a designee to (i) receive information (including information designated or identified as confidential) and notices under this Agreement, and (ii) provide certain approvals or consents required from the City under this Agreement. In the event of such designation, Sound Transit may rely on approvals or consents by such designee on behalf of the City as fully as if such actions were performed by the designator itself.

17.4 Neither this Agreement nor any term or provision hereof, or any inclusion by reference, shall be construed as being for the benefit of any party not a signatory hereto.

SECTION XVIII. NOTICES

18.1 Unless otherwise provided herein, all notices and communications concerning this Agreement shall be in writing and addressed to (one copy each):

Central Puget Sound Regional Transit Authority Attention: Light Rail Director 401 South Jackson Street Seattle, WA 98104-2826

And to:

The City of Seattle Attention: Director of Seattle Transportation 600 Fourth Avenue, Fourth Floor Seattle, WA 98104-1850

or at such other addresses as may be designated in writing by the other party.

18.2 Unless otherwise provided herein, notices shall be sent by registered or certified U.S. Mail, or other verifiable physical or electronic transmission, and shall be deemed served or delivered to addressee, or its office, upon the date of actual receipt, return receipt acknowledgment, or, if postal claim notice is given, on the date of its return marked "unclaimed"; provided, however, that upon receipt of a returned notice marked "unclaimed," the sending party shall make reasonable effort to contact and notify the other party by telephone.

SECTION XIX. MISCELLANEOUS

19.1 This Agreement shall survive delivery and/or recordation of each permit that may be granted hereunder.

19.2 Each party shall be responsible for its own costs, including legal fees, incurred in negotiating or finalizing this Agreement, unless otherwise agreed by the Parties.

19.3 Sound Transit shall not be deemed in default with provisions of this Agreement where performance was rendered impossible by war or riots, civil disturbances, floods or other natural catastrophes beyond Sound Transit's control; the unforeseeable unavailability of labor or materials; labor stoppages or slow downs or power outages exceeding back-up power supplies. This Agreement shall not be revoked or Sound Transit penalized for such noncompliance, provided that Sound Transit 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 Sound Transit's employees or property, or the health, safety, and integrity of the public, Public Rights of Way, public property, or private property.

19.4 This Agreement may be amended only by a written instrument executed by each of the parties hereto. No failure to exercise and no delay in exercising, on the part of any party hereto, any rights, power or privilege hereunder shall operate as a waiver hereof, except as expressly provided herein.

19.5 This Agreement constitutes the entire agreement of the parties with respect to the subject matters hereof, and supersedes any and all prior negotiations (oral and written), understandings and agreements with respect hereto.

19.6 Section headings are intended as information only, and shall not be construed with the substance of the section they caption.

19.7 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.

19.8 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.

SECTION XX. LEGAL FORUM

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.

SECTION XXI. INTERPRETATION

This Agreement is executed by all parties under current interpretations of applicable federal, state or local statute, ordinance, law or regulation.

SECTION XXII. SEVERABILITY

22.1 In case any term of this Agreement shall be held invalid, illegal or unenforceable in whole or in part, neither the validity of the remaining part of such term nor the validity of the remaining terms of this Agreement shall in any way be affected thereby.

22.2 Notwithstanding the foregoing, the material provisions of this Agreement are not severable. In the event that a court, agency or legislature of competent jurisdiction acts or declares any nonmaterial provision of this Agreement is unenforceable according to its terms, or otherwise void, said provision shall be considered a separate, distinct, and independent part of this Agreement, and such holding shall not affect the validity and enforceability of all other provisions hereof. In the event that a court, agency or legislature of competent jurisdiction acts so that, or declares that, any material provision of this Agreement is unenforceable according to its terms, or is otherwise void, the City and Sound Transit agree to immediately enter into negotiations in good faith to restore the relative burdens and benefits of this Agreement, consistent with applicable law. If the City and Sound Transit are unable to agree to a modification of this Agreement within sixty (60) days, either party may resort to litigation. Sound Transit and the City agree to participate in up to sixteen (16) hours of negotiation during the sixty (60)-day period.

22.3 Notwithstanding the foregoing, if either Sound Transit or the City believes a provision is not material, it must commence an action challenging the materiality within fourteen (14) days of a request by the other that it enter into negotiations. The obligation to negotiate is not tolled, and the City and Sound Transit must discharge their negotiation responsibility notwithstanding the dispute as to materiality. If there is a dispute as to materiality, the remedies provided for in the preceding paragraph shall be additive, not alternative. The remedies provided for herein do not prevent the City or Sound Transit from contending that a particular provision is enforceable, or foreclose any remedies if a provision is enforceable.

IN WITNESS WHEREOF, each of the parties hereto has executed this Light Rail Transit Way Agreement by having its authorized representative affix his/her name in the appropriate space below:

CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY (SOUND TRANSIT) By: _____________________________ Signature _____________________________ Print or type name Date: ___________________________

Approved as to form: By: _____________________________ _____________________________ Print or type name Legal Counsel

THE CITY OF SEATTLE By: _____________________________ Signature _____________________________ Print or type name Date: ___________________________

Authorized by Ordinance ___________

Attachment 1 SOUND TRANSIT-CITY OF SEATTLE ROW AGREEMENT 1 June 12, 2000

Exhibit A:

General Description of Light Rail Alignment, Station Locations, and Maintenance Base Location

Segment A (Northgate to University District): Potential route and station locations identified and evaluated in the EIS but not yet selected.

Segment B (University District to Westlake Station)

Route: Tunnel under University District, ship canal, Capitol Hill and First Hill Stations:

15th Avenue N.E. south of N.E. 45th Street, tunnel station on east side of 15th

15th Avenue N.E. at N.E. Pacific Street, tunnel station

Capitol Hill Broadway E. near E. John Street, tunnel station (under Broadway)

First Hill Madison Street near Broadway, tunnel station

Segment C (Westlake Station to S. McClellan Street)

Route: Use existing Downtown Seattle Transit Tunnel (DSTT). South of downtown, use E-3 busway rising to elevated structure turning east along south side of S. Forest Street, and then to tunnel under Beacon Hill

Stations:

Westlake

University Street

Pioneer Square

International District

E-3 Busway at S. Royal Brougham Way (partial construction until additional funding is secured)

E-3 Busway, north of S. Lander Street

Beacon Avenue S. at S. Lander Street, tunnel (partial construction until additional funding is secured)

Segment D (S. McClellan Street to Boeing Access Road)

Route: Elevated out of Beacon Hill tunnel, then turning south on Martin Luther King, Jr. Way S., at-grade in median

Stations:

S. McClellan Street, elevated

S. Edmunds Street, at-grade

S. Othello Street, at-grade

S. Henderson Street, at-grade

Maintenance Base

Rainier Brewery / Roadway Express site, which extends from 7th Avenue S. to Airport Way S., and from S. Forest Street to south of S. Hinds Street.

113185a.doc M(L 4/27/00 v.1

Exhibit B

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