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Sound Transit, Comm. Transit Term Sheet - Edmonds Station. TERM SHEET BETWEEN SOUND TRANSIT, CITY OF EDMONDS, AND COMMUNITY TRANSIT REGARDING EDMONDS STATION TRANSIT CENTER PURPOSE The purpose of this Term Sheet is to define the roles and responsibilities of Sound Transit, the City of Edmonds (City), and Community Transit with respect to the long-term operation, use, ownership and maintenance of the "Transit Center" portion of the Edmonds Station Project. This Term Sheet will provide a framework for completion of agreements which would describe the final commitment, terms and conditions between the parties that would be subject to approval by the Sound Transit Board, City Council, and Community Transit Board. Sound Transit, the City, and Community Transit collectively recognize that fulfillment of the expectations set forth herein is necessary to efficiently accomplish the parties' mutually agreed upon objectives. The parties acknowledge that cooperative working relationships will facilitate timely completion of the commitments and obligations described below. TRANSIT CENTER DEFINED The "Transit Center" is shown on the attached Exhibit A and is defined as follows: (1) The area located on Railroad Street between James and Main Streets on the east side of the BNSF Railway tracks, including: a. Bus platform b. Two weather protected bus shelters c. One bus layover area d. Landscaping e. Lighting f. Informational signage g. Flower baskets h. And other associated elements as shown in Exhibit A Project Plan PRIMARY GOALS AND OBJECTIVES In order to clearly and effectively identify the parties' responsibilities regarding the ownership and maintenance of the Transit Center, the parties contemplate that the goals and objectives of this Term Sheet are as follows: (1) To work cooperatively to amend existing agreements or develop new agreements, as necessary, which provide for Community Transit's use of City right-of-way, long- term operation, use, ownership and maintenance of the Transit Center; (2) To ensure transfer of the Transit Center improvements and applicable warranties from Sound Transit to Community Transit; (3) Complete the commitments described in this Term Sheet expeditiously, including negotiation and execution of all agreements contemplated by the parties, prior to September 24, 2010, in order to maintain the current construction schedule and budget for the Edmonds Station Project. PARTIES' ROLES AND RESPONSIBILITIES This section identifies the commitments each party will make in anticipation of further agreements relating to the ownership and maintenance of the Transit Center. The parties understand and agree that the success of the Edmonds Station Project depends upon timely and open communication and cooperation between the parties. The Interlocal Agreement executed between Sound Transit and the City on February 9, 2010, acknowledged that Community Transit may "...own operate and maintain certain elements" of the Edmonds Station Project. On July 9, 2010, Sound Transit requested that the City consent to the assignment of certain rights and responsibilities related to the Transit Center portion of the Edmonds Station Project to Community Transit, including the use of City right-of-way. The City consents to the assignment of certain rights by Sound Transit to Community Transit, and the assumption of specified responsibilities by Community Transit to be exercised in conjunction with Sound Transit and the parties intend to enter into a three -party agreement to fulfill the request. The parties further acknowledge Sound Transit and Community Transit will need to enter into a separate agreement whereby Sound Transit transfers the Transit Center improvements, ownership and maintenance responsibilities to Community Transit. Each party agrees to work cooperatively with each other to achieve the goals and objectives described in this Term Sheet. In addition, the parties agree to the individual commitments and responsibilities set forth below. A. Sound Transit will: (1) Complete design and construction of the Edmonds Station Project; and (2) Transfer the Transit Center improvements and applicable warranties to Community Transit at the time of final completion, or substantial completion if the parties deem there is beneficial use to Community Transit. [2l B. The City of Edmonds will: (1) Prepare an initial draft of the three party agreement described above prior to August 2, 2010; and (2) Grant Community Transit a non-exclusive use of portions of City right -to -way. C. Community Transit will: (1) Accept transfer of the Transit Center improvements from Sound Transit at time of final completion, or substantial completion if an earlier transfer is deemed beneficial use to Community Transit; and (2) Own, operate and maintain the Transit Center at its own cost; CONCLUSION Sound Transit, the City of Edmonds, and Community Transit recognize that the agreements anticipated herein will be subject to approval by the Sound Transit Board, the City Council, and the Community Transit Board. The parties are pleased with the progress that has been made and look forward to working cooperatively to fulfill the commitments set forth in this Term Sheet. Sound T r 11sit City of Edmonds Counity Transit [31 Date 1-7-11 Date � I / � Ivt) Date EXHIBIT A Project Plan t� �a _- trY-rr;-r+ iyarr���• a —+-i •6 m_ r rr ��r - . R. r _7==MMF—F=Mi� SOUND TRANSIT 0OWN7 RAIL [4]