Item No. 8f attach 1
Meeting Date: February 10, 2026

PASS THROUGH INTERAGENCY AGREEMENT
BETWEEN
WASHINGTON STATE DEPARTMENT OF TRANSPORTATION (GCC 1085)
AND
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY
AND
CITY OF SEATTLE
AND
KING COUNTY
AND
PORT OF SEATTLE
This Agreement is between the Washington State Department of Transportation (WSDOT), Central
Puget Sound Regional Transit Authority (Sound Transit), City of Seattle, King County, and the Port of
Seattle, also referenced as "Party" and the "Parties".
RECITALS
1. The Capacity Building Mentorship Program (CBMP) is a long-term effort by the Washington
State Department of Transportation (WSDOT) to strengthen the capacity of small businesses in
Washington by connecting them with larger firms engaged in WSDOT construction and
consulting projects. Since its launch in 2018, more than 130 protégés have participated in this
program.
The Program was originally launched in March 2018 through a partnership between WSDOT,
the American Council of Engineering Companies (ACEC), and the Associated General
Contractors of Washington (AGC), with Thor Construction serving as program manager. In April
2019, it was relaunched as the Capacity Building Mentorship Program in partnership with Sound
Transit, ACEC, AGC, and the Washington Minority Business Development Agency (MBDA)
Business Center.
On June 30, 2025, the WA MBDA Business Center closed. To ensure continuity, WSDOT hired
CORE Strategists to manage the program during this period. We expect that a long-term CBMP
program administrator will begin on December 01, 2025.
2. Since its inauguration, the Program has promoted building relationships and expanding
contracting opportunities as the most effective way to strengthen the capacity of Small
Businesses, as defined in 49 CFR Part 26.39.
4. The Parties share similar goals regarding increasing Small Business capacity and ability to gain
work and seek to advance those goals by establishing specific protocols for developing,
implementing, delivering, and expanding the Program.
Now therefore, pursuant to chapter 39.34 RCW, the above recitals that are incorporated herein as if
fully set forth below, and in consideration of the terms, conditions, covenants, and performances
contained herein, and the attached Exhibit A, which is incorporated and made a part hereof, it is
mutually agreed as follows:
1.
1.1

PURPOSE
The purpose of this Agreement is for WSDOT to act as a pass-through agency for CBMP
administration funds and to define the terms and conditions for work performed to support
implementing the CBMP as a race-neutral Program that will address more inclusive competition.

2.
2.1

STATEMENT OF WORK
The Parties shall furnish the necessary personnel, equipment, material and/or service(s) and

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otherwise do all things necessary for or incidental to the performance of work set forth in
Exhibit "A" attached and incorporated herein.
3.
3.1

PERIOD OF PERFORMANCE
Subject to its other provisions, this Agreement's performance period shall commence on
January 01, 2026, regardless of date of execution, and be completed on December 30, 2027,
unless terminated sooner as provided in this Agreement or extended through a properly
executed amendment.

4.
4.1

COSTS, PAYMENT, AND BILLING
All Parties agree to reimburse WSDOT for the costs allowed under this Agreement.

4.2

Compensation from the Parties shall be provided in accordance with this Agreement, which has
been established under the terms of chapter 39.34.130 RCW. The Parties have estimated that
the total cost of accomplishing the work herein will be $365,000.00 over the duration of the
agreement. Payment for satisfactory performance of the work shall not exceed this amount
unless the Parties mutually agree to a higher amount prior to the commencement of any work,
which will cause the maximum payment to be exceeded.

4.3

For compensation for services and the breakdown of payments between the Parties, see
Exhibit "A" attached and incorporated herein.

5.
5.1

BILLING PROCEDURES
WSDOT shall submit quarterly invoices to the Parties representing invoiced services performed
by the CBMP Administrator. The invoice percentages and totals will reflect each Party's contract
contribution as noted in section 4.3. Due to the variation in each Party's fiscal year, invoice
percentages may vary with prior approval of the affected parties.

5.2

Parties shall reimburse WSDOT via check, warrant, or account transfer within 30 days of receipt
of the invoice. A payment will not constitute agreement as to the appropriateness of any item,
and at the time of final invoice, the Parties will resolve any discrepancies.

6.
6.1

FUNDING CONTINGENCY
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any
way after the effective date of this Agreement and prior to completion of the work in this
Agreement, WSDOT may:
a.

Terminate this Agreement with (thirty) (30) days' advance notice. If this Agreement is
terminated, the Parties shall be liable only for performance rendered or costs incurred in
accordance with the terms of this Agreement prior to the effective date of termination.

b.

Renegotiate the terms of the Agreement under those new funding limitations and
conditions.

c.

After a review of project expenditures and deliverable status, extend the end date of this
Agreement and postpone deliverables or portions of deliverables.

d.

Pursue such other alternative as the Parties mutually agree to writing.

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7.
7.1

AMENDMENT
This Agreement may be amended by mutual Agreement between the Parties. Such
amendments shall not be binding unless they are in writing and signed by personnel authorized
to bind each of the parties.

8.
8.1

ASSIGNMENT
The work to be provided under this Agreement, and any claim arising under this Agreement, is
not assignable or delegable by any Party in whole or in part, without the express prior written
consent of the other Parties, which consent shall not be unreasonably withheld.

9.
9.1

ASSURANCES
The Parties agree that all activity pursuant to this Agreement shall be in accordance with all
applicable federal, state, and local laws, rules, and regulations as they currently exist or as
amended.

10.
10.1

CONTRACT MANAGEMENT
The contract manager for each of the parties shall be responsible for and shall be the contact
person for all communications and billings regarding the performance of this Agreement. The
contract manager can me modified in writing (with email being acceptable) and without the need
to amend the agreement.

The Contract Manager for WSDOT:
(Michael Carpenter, Technical Services
Manager
310 Maple Park Ave SE 98504
Phone: 360-522-0848
E-Mail: michael.carpenter@wsdot.wa.gov
The Contract Manager for the City of Seattle:
(Contract Manager's Name & Title)
(Contract Manager's Address)
Phone: (
)
E-Mail:
The Contract Manager for the Port of Seattle:
(Contract Manager's Name & Title)
(Contract Manager's Address)
Phone: (
)
E-Mail:
11.
11.1

The Contract Manager for Sound Transit:
(Contract Manager's Name & Title)
(Contract Manager's Address)
Phone: (
)
E-Mail:
The Contract Manager for King County:
(Contract Manager's Name & Title)
(Contract Manager's Address)
Phone: (
)
E-Mail:

DISPUTES
The Parties shall work collaboratively to resolve disputes and issues arising out of, or related to,
this Agreement. Disagreements shall be resolved promptly and at the lowest level of the
hierarchy. To this end, following the dispute resolution process shown below shall be a
prerequisite to the filing of litigation concerning any dispute between the Parties:
a.

The representative, as shown herein designated in this Agreement, shall use their best
efforts to resolve disputes and issues arising out of or related to this Agreement. The
representatives shall communicate regularly to discuss the status of the tasks to be
performed hereunder and to resolve any disputes or issues related to the successful
performance of this Agreement. The representatives shall cooperate in providing staff
support to facilitate the performance of this Agreement and the resolution of any
disputes or issues arising during the term of this Agreement.

b.

According to this Section, a Party's representative shall notify the other Parties in writing
of any dispute or issue the representative believes may require formal resolution. The

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representatives shall meet within five (5) working days of receiving the written notice and
attempt to resolve the dispute.
c.

If the representatives cannot resolve the dispute or issue, the Parties' Director or their
respective designees shall meet and engage in good faith negotiations to resolve the
dispute.

d.

Suppose the Parties' Director or their respective designees cannot resolve the dispute or
issue. In that case, the Parties shall each appoint a member to a Dispute Board. The
board shall conduct a dispute resolution hearing that shall be informal and unrecorded.

12.
12.1

GOVERNING LAW AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the state of
Washington, and the venue of any action brought under this Agreement shall be Superior Court
for Thurston County.

13.
13.1

INDEPENDENT CAPACITY
The employees or agents of each Party who are engaged in the performance of this Agreement
shall continue to be employees or agents of that Party and not considered for any purpose to be
employees or agents of the other Party.

14.
14.1

MAINTENANCE OF RECORDS
The Parties to this Agreement shall each maintain books, records, documents, and other
evidence that sufficiently and properly reflect all direct and indirect costs expended by either
Party in the performance of the service(s) described herein. These records shall be subject to
inspection, review, or audit by personnel of all Parties, other personnel duly authorized by the
Parties, the Office of the State Auditor, and federal officials so permitted by law. All materials
relevant to this Agreement will be retained for six years after the expiration or termination of the
Agreement.

14.2

If any litigation, claim, or audit is started before the expiration of the six (6) year period, the
records shall be retained until all litigation, claims, or audit findings involving the records have
been resolved.

14.3

Records and other documents, in any medium, furnished by the Parties to this Agreement will
remain the property of the furnishing Party unless otherwise agreed. Other Parties will not
disclose or make available any confidential information to any third parties without first giving
notice to all Parties and giving each a reasonable opportunity to respond. Each Party will utilize
reasonable security procedures and protections to ensure that records and documents provided
by all Parties are not erroneously disclosed to third parties. However, the Parties acknowledge
that State Agencies are subject to Chapter 42.56 RCW, the Public Records Act.

14.4

This Section shall survive the expiration or termination of this Agreement.

15.
15.1

ORDER OF PRECEDENCE
In the event of an inconsistency in the terms of this Agreement, or between its terms and any
applicable statute or rule, the inconsistency shall be resolved by giving precedence in the
following order:
1.

Applicable state and federal statutes, and local laws, rules and regulations;

2.

Statement of Work;

3.

Exhibits and Appendices; and

4.

Any other provisions of the Agreement, including materials incorporated by reference.

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16.
16.1

RESPONSIBILITIES OF THE PARTIES
Each Party to this Agreement hereby assumes responsibility for claims and/or damages to
persons and/or property resulting from any act or omissions on the part of itself, its employees,
its officers, and its agents. None of the Parties assumes any responsibility to the other Parties
for the consequences of any claim, act, or omission of any person, agency, firm, or corporation
not a party to this Agreement.

17.
17.1

SEVERABILITY
If any term or condition of this Agreement is held invalid, such invalidity shall not affect the
validity of the other terms or conditions of this Agreement.

18.
18.1

TERMINATION
This Agreement may be terminated without penalty or further liability as follows:
18.1.1 Termination for Convenience
This Agreement may be terminated for convenience by a Party at any time. A Party shall issue
the notice of intent to terminate for convenience in writing no less than thirty (30) working days
in advance of termination. The Party terminating for convenience shall not be liable to any other
Party for any direct, indirect, or consequential damages arising solely from the termination of
this Agreement.
18.1.2 Termination for Cause
This Agreement may be terminated for cause by any Party if any other Party does not fulfill its
obligations under this Agreement in a timely and proper manner or if the other Party violates any
of the terms and conditions of this Agreement. A Party shall issue the notice of intent to
terminate for cause in writing, and the Party in violation shall have the opportunity to correct the
violation or failure within fifteen (15) working days of the date of the notice. If the failure or
violation is not corrected within the time allowed, this Agreement will automatically terminate.
18.1.3 Termination for Withdrawal of Authority
WSDOT may terminate this Agreement in the event WSDOT's authority to perform any of its
duties is withdrawn, reduced, or limited in any way after the commencement of this Agreement.
WSDOT shall issue the notice of intent to terminate for withdrawal of authority in writing no less
than twenty (20) calendar days in advance of termination. No penalty shall accrue to WSDOT in
the event termination under this Section is exercised. This Section shall not be construed to
permit WSDOT to terminate this Agreement in order to acquire similar services from a third
party.

18.2

Any termination of this Agreement shall not prejudice any rights or obligations accrued to the
Parties prior to termination.

18.3

Upon one Party's termination of this Agreement under this Section, the remaining parties, at
their option, may elect to continue the Agreement. In this case, the parties shall negotiate and
enter into a contract amendment to remove parties and adjust the terms of this Agreement as
appropriate.

19.
19.1

ALL WRITINGS CONTAINED HEREIN
This Agreement contains all the terms and conditions agreed upon by the Parties. No other
understanding, oral or otherwise, regarding the subject matter of this Agreement shall be
deemed to exist or to bind any of the parties hereto.

20.

COUNTERPARTS AND ELECTRONIC SIGNATURE

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20.1

This Agreement may be executed in counterparts or in duplicate originals. Each counterpart or
each duplicate shall be deemed an original copy of this Agreement signed by each Party, for all
purposes. Electronic signatures or signatures transmitted via e-mail in a "PDF" may be used in
place of original signatures on this Agreement. Each Party intends to be bound by its electronic
or "PDF" signature on this Agreement and is aware that the other parties are relying on its
electronic or "PDF" signature.

In witness whereof, the Parties have executed this Agreement.
Sound Transit
By:
Printed:
Title:
Date:
By:
Printed:
Title:
Date:
By:
Printed:
Title:
Date:
By:
Printed:
Title:
Date:

Approved as to Form
Sound Transit

City of Seattle

Approved as to Form
City of Seattle

WSDOT Agreement GCC 1085

By:
Printed:
Title:
Date:
By:
Printed:
Title:
Date:
By:
Printed:
Title:
Date:

Washington State
Department of Transportation

Port of Seattle

King County
By:
Printed:
Title:
Date:
Approved as to Form King County
By:
Printed:
Title:
Date:

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GCC1085 Exhibit A Budget & Benchmarks
A. Compensation for services in GCC1085 is incorporated herein. The breakdown of
payments between the Parties is as follows:
Party

Contribution: Not to exceed.

WSDOT
Sound Transit
King County
Port of Seattle
City of Seattle

$200,000.00
$75,000.00
$40,000.00
$40,000.00
$10,000.00

B. Staffing commitments are incorporated herein.
Anticipated Monthly Staffing Commitments

Party
WSDOT
Sound Transit
City of Seattle
King County
Port of Seattle

8 hours
8 hours
8 hours
8 hours
8 hours

C. CBMP partnership aspirational benchmarks concerning financial contributions are
incorporated herein.
Party

Financial contribution
(two years)

Contribution Benchmark Number of Mentor-protégé
by percent
partnerships (two-year period)
60* pairs
50* pairs
40* pairs

WSDOT
$200,000
55 percent
$75,000
Sound
20 percent
Transit
$10,000
City of
3 percent
Seattle
$40,000
King
11 percent
County
$40,000
Port of
11 percent
Seattle
*dependent on mentor and protégé availability.

WSDOT Agreement GCC 1085 Exhibit B

21*
18*

16*
15*

14*
12*

3*

3*

2*

9*

8*

6*

9*

8*

6*

Page 1 of 2

GCC1085 Exhibit A Budget & Benchmarks
D. Benchmarks to measure CBMP success.
Measured Indicator
Benchmarks: To be measured at Cohort start and completion
(Protégé)
Business confidence
At least 80 percent feel their business is more substantial.
Contracts
At least 50 percent received a CBMP-related contract.
Contracting revenue
At least 30 percent saw an increase in revenue.
Bonding levels
At least 20 percent increased bonding capacity.
NAICS
At least 20 percent added a new NAICS.
Business growth
At least 20 percent hired an additional full-time worker.
OMWBE certifications
At least 20 percent gained additional certifications.
Additional indicators and benchmarks may be incorporated into the program as agreed upon
by the parties.

WSDOT Agreement GCC 1085 Exhibit B

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