Item No.                            6f attach1 
Date of Meeting                November 28, 2017 
INTERAGENCY AGREEMENT 
BETWEEN 
WASHINGTON STATE DEPARTMENT OF TRANSPORTATION (GCB-2700) 
AND 
THE PORT OF SEATTLE 
THIS AGREEMENT is made and entered into between the WASHINGTON STATE DEPARTMENT OF
TRANSPORTATION, referred to as WSDOT, and the PORT OF SEATTLE; collectively referred to as "Parties"
and individually as "Party." 
RECITALS 
WHEREAS, WSDOT is currently conducting a disparity study designed to meet the legal and regulatory standards
required for recipients of Federal Aviation Administration (FAA) funding to comply with the Disadvantaged
Business Enterprise (DBE) program, 49 C.F.R Part 26; and 
WHEREAS, the PORT OF SEATTLE has agreed to participate in the study and contribute financially to the study
in the amount of Eighty Nine Thousand, Seven Hundred and Ten dollars ($89,710) that will be used as match to a
FAA grant for the WSDOT STATEWIDE AVIATION-BASED DBE PROGRAM DISPARITY STUDY; 
NOW, THEREFORE, pursuant to Chapter 39.34 RCW, Interlocal Cooperation Act, and Chapter 313, Laws of 2005,
Sec. 206, an ACT relating to transportation funding and appropriations, the above recitals that are incorporated
herein as if fully set forth below, in consideration of the terms and conditions contained herein, and the attached
Exhibit A which is incorporated and made a part hereof, IT IS MUTUALLY AGREED THAT: 
1.   STATEMENT OF WORK 
WSDOT, working in conjunction with Colette Holt & Associates, a consultant, will provide one or more 
recommendation(s) for setting overall DBE goals to meet the requirements of 49 C.F.R. Section 26.45 to airports'
with approved DBE programs for its sub recipients. 
WSDOT will provide research results with the PORT OF SEATTLE in a final study report that includes
recommendations for a DBE goal methodology. The Scope of Services that Colette Holt & Associates will provide
for the WSDOT STATEWIDE AVIATION-BASED DBE PROGRAM DISPARITY STUDY are detailed under
Exhibit A. WSDOT will provide all deliverables, including the final Disparity Study to the PORT OF SEATTLE,
which the PORT OF SEATTLE will retain a non-exclusive, irrevocable, unlimited, royalty-free license to use,
reproduce, have access to, distribute, or otherwise use for any purpose, notwithstanding the existence of any
copyright, trademark, or other intellectual property designation. Additionally, WSDOT will provide the PORT OF
SEATTLE a draft copy of the study so that they can review and provide comments on minor corrections that do not
affect the overall recommendations of the consultant. 
2.   PERIOD OF PERFORMANCE 
Subject to its other provisions, the period of performance of this AGREEMENT shall begin upon final execution of 
this document by both Parties and will be completed by August 31, 2019, unless terminated sooner as provided
herein. 
3.   PAYMENT FOR SERVICES 
The PORT OF SEATTLE, in consideration of faithful performance of the work to be done by WSDOT's consultant,
agrees to reimburse WSDOT for a portion of the actual consultant costs, as billed to WSDOT, associated with the
work as outlined in Exhibit A, subject to the monetary limitation of up to Eighty Nine Thousand Seven Hundred ten
Dollars ($89,710). WSDOT shall submit a periodic billing statement with support materials of consultant efforts per
each deliverable to the PORT OF SEATTLE Executive Director for approval and payment, but not more frequent
than monthly. WSDOT shall submit a final billing for services rendered to the PORT OF SEATTLE no later than
the 30 days after completion of work. The PORT OF SEATTLE agrees to pay all approved invoices within thirty
(30) calendar days from date received. If billing is disputed for any reason, the PORT OF SEATTLE will promptly
notify WSDOT and the PORT OF SEATTLE will pay any undisputed amount.
4.   RECORDS MAINTENANCE 
The parties to this Agreement shall each maintain books, records, documents and other evidence which 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 both parties, other
personnel duly authorized by either party, the Office of the State Auditor (OSA), and federal officials so authorized
by law. All books, records, documents, and other material relevant to this Agreement will be retained for six years
after expiration and OSA, federal auditors, and any persons duly authorized by the parties shall have full access and
the right to examine any of these materials during this period. If any litigation, claim, or audit is commenced, the
records, along with supporting documentation, shall be retained until all litigation; claim or audit finding has been
resolved even though such litigation, claim, or audit continues past the six-year retention period. 
5.   INDEMNIFICATION 
Each party to this agreement shall be responsible for its own acts and/or omissions and those of its officers,
employees and agents. No party to this agreement shall be responsible for the acts and/or omissions of entities or
individuals not a party to this agreement." In the event of a claim for damages of any nature whatsoever arising out
of the performance of this Agreement caused by the concurrent actions of the patties, their officers, officials,
employees and/or agents, each Party shall provide its own defense and be liable for damages (to both persons and/or 
property) costs, fees or other amounts only to the extent of its individual actions that are the basis for the imposition
of liability or damages. 
6.   AGREEMENT ALTERATIONS AND AMENDMENTS 
The PORT OF SEATTLE and WSDOT may mutually amend this AGREEMENT. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind the Parties. 
7.   TERMINATION FOR DEFAULT 
Except as otherwise provided in this AGREEMENT, either Party may terminate this AGREEMENT for default of
payment upon thirty (30) days' written notification. If this AGREEMENT is so terminated, the terminating Party 
shall be liable only for performance in accordance with the terms of this AGREEMENT for performance rendered
prior to the effective date of termination. 
8.   SAVINGS 
In the event funding is withdrawn, reduced, or limited in any way after the effective date of this AGREEMENT and
prior to normal completion, the PORT OF SEATTLE may terminate the AGREEMENT under the TERMINATION
clause, subject to renegotiation under those new funding limitations and conditions. 
9.   DISPUTES 
Disputes arising under this AGREEMENT will be resolved by negotiation between the Parties. In the event that a
dispute arises under this Agreement that cannot be resolved by negotiation between the Parties, it shall be resolved
by determined of a Dispute Board in the following manner: Each Party to this Agreement shall appoint one member
to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board.
The Dispute Board shall evaluate the facts, Agreement terms, applicable statutes and rules, and make a
determination of the dispute. The determination of the Dispute Board shall be final and binding on both Parties. The
cost of resolution will be borne by each PARTY paying its own members cost with the parties equally sharing the
cost of the third member. 
10. 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 shall not be considered for any purpose to be employees or agents of the other
Party. 
11.  SEVERABILITY 
This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or
otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 

WSDOT Agreement GCB 2700                                                                   Page 2 of 4
IN WITNESS WHEREOF, the Parties hereto have executed this AGREEMENT as of the date signed last by the
Parties below. 
WASHINGTON STATE 
PORT OF SEATTLE 
DEPARTMENT OF TRANSPORTATION 
By:                                               By: 
Printed:                                                Printed: 
Title:                                                    Title: 
Date:                                               Date: 















WSDOT Agreement GCB 2700                                                                   Page 3 of 4
EXHIBIT A 
AGREEMENT GCB-2700 
Project management services provided through WSDOT's consultant: 
EXHIBIT A - Washington State Department of Transportation in conjunction with the Federal Aviation Administration (FAA)
Disadvantaged Business Enterprise Disparity Study. A detailed timeline with estimated costs per task will be added to this
agreement as it is solidified with the consultant. 
SCOPE OF WORK 

Task                                   Deliverable                                     Timeline 
Identify individuals responsible for supplying all contract
CONDUCT STUDY         data; communicate study data requirements 
INITIATION MEETING 
January 2018 
Go live with Study website; update website as need arises. 
STUDY WEBSITE
DEVELOPMENT 
CONDUCT LEGAL         Describe the legal and regulatory standards. Legal analysis
will be part of final report. 
ANALYSIS 
Develop a contract data file to be incorporated into the
PERFORM UTILIZATION
ANALYSIS                 final study report. 
PERFORM DISPARITY      Disparity findings will be incorporated into the final study
report. 
ANALYSES 
PERFORM ECONOMY-     Economy-wide disparity findings will be incorporated in the
WIDE DISPARITY           final study report. 
ANALYSIS 
Collect qualitative evidence of discrimination through
COLLECT QUALITATIVE     public meetings, business owner/stakeholder interviews.
EVIDENCE OF             The anecdotal findings will be incorporated in the final
DISCRIMINATION          study report. 
Evaluate the airports' DBE programs through review of
relevant documents and interviews with agency staff,
stakeholders and business owners. DBE program
REVIEW DBE PROGRAM
administration findings will be incorporated in the final
ADMINISTRATION 
study report. 

Recommendation for a DBE goal setting methodology will
RECOMMENDED        be included in the final study report. 
OVERALL DBE GOAL
SETTING METHODOLOGY 
Draft study report for edits by the agencies and a final
report based on edits. Presentation of findings as directed
PREPARE DRAFT AND
by WSDOT/FAA. Information on potentially certified firms
FINAL STUDY REPORT;
as identified throughout the study process will be provided
PRESENTATION OF STUDY
to all airport participants.
AND FINDINGS 


WSDOT Agreement GCB 2700                                                                   Page 4 of 4