Item No:         6d 
Date of Meeting: June 4, 2013 
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INTERLOCAL AGREEMENT (ILA) BETWEEN PORT OF SEATTLE AND CITY OF SEATTLE FOR THE
SEATTLE INDUSTRIAL AREA FREIGHT ACCESS Project 
This Interlocal Agreement ("Agreement") is made and entered into by the Port of Seattle, a
municipal corporation of the State of Washington, hereinafter called the "Port" and the City of
Seattle, a municipal corporation of the State of Washington, hereinafter called the "City". As
used in this Agreement, "Project" is the Seattle Industrial Area Freight Access Project. 

RECITALS 
WHEREAS, the Port of Seattle and the City of Seattle are jointly engaging in the Project
to promote regional and international economic competitiveness; and 
WHEREAS, the Project will determine bottlenecks and problem locations and develop
recommendations for operational and/or capital improvements aimed at maintaining and
improving the movement of freight to, within, and between the City of Seattle's Duwamish and
Ballard Interbay Northend Manufacturing and Industrial Centers (MICs) and the regional
transportation system; and 
WHEREAS, the Project will also identify improvements from Port of Seattle facilities to
city rail yards; and 
WHEREAS, the Project will serve as a building block for the City's Freight Master Plan by
identifying key policy, program and technical issues to be more comprehensively examined in
the Freight Master Plan; and 
WHEREAS, the Freight Master Plan will provide parity for freight with transit, bicycle
and pedestrian modes of travel for which the City already has prepared master plans; and 
WHEREAS, the Port and City successfully cooperated on a federal grant application for
the Project; and 
WHEREAS, an interlocal Agreement between the Port and the City is needed to define
the roles and responsibilities of each Party in the Project. 

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NOW, THEREFORE, the Parties agree as follows: 
Agreement Purpose: The purpose of the Agreement is to document and describe the roles and
responsibilities of the Port and the City in order to successfully achieve the goals and objectives
of the Seattle Industrial Areas Freight Access Project (heretofore known as the "Project") within
the available budget and schedule. The Agreement identifies the roles and responsibilities of
each Party in decision making, developing the Project scope, schedule and budget, the
consultant procurement process and consultant management, technical review processes,
community outreach, and the billing and reimbursement processes. The ILA also will ensure
that the City carry forward the requirements set forth in the Port's separate Local Agency
Agreement (LAA) with the Washington State Department of Transportation (WSDOT). Finally, it
describes the roles and responsibilities of the consultant hired to assist the Parties in
completing the Project. 
Project Purpose: The purpose of the Project is to develop and carry out a focused and
pragmatic technical approach to identifying and evaluating current and potential future freight
bottlenecks and problem locations, leading to a set of cost-effective operational and/or capital
improvements. These improvements are aimed at maintaining and improving freight mobility
access and circulation within and between the Greater Duwamish and Ballard Interbay
Northend Manufacturing and Industrial Centers (MICs), including the key connections from the
MICs to the region's regional transportation system. The Project will also identify improvements
from the Port's facilities to rail yards within the City. The Project will promote regional and
international economic competitiveness. 
This Project will serve as a building block for a future Seattle Freight Master Plan (FMP) by
identifying key policy, program and technical issues to be fully examined more comprehensively
in the FMP which is anticipated to begin later in 2013. The FMP will provide a comprehensive 
vision for freight transportation and a strategy for implementing a package of project and
program improvements within the entire City. 
The Project will be carried out generally concurrent with an update to the Port's Container
Terminal Access Study evaluating current and future truck volumes and related impacts and
mitigation options. To the extent appropriate, the Project will also incorporate implementation
needs related to the Port's Century Agenda. 
The Project will generally adhere to the intent and scope of the 2012 King County Countywide
Competition Application for PSRC's FHWA STP Funds submitted in May 2012, and subsequently
awarded by the PSRC. 

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TERMS AND CONDITIONS 

Table of Contents 
1.  Parties 
2.  Grant Funding 
3.  Project Title 
4.  Project Goal 
5.  Project Scope 
6.  Project Schedule 
7.  Payment Provision 
8.  Term of Agreement 
9.  General Responsibilities of the Parties 
10. Organization and Management 
11. Review Time 
12. Consultant Budget 
13. Consultant Invoicing Process 
14. Budget Overruns 
15. Project Termination 
16. Indemnification 
17. Implementation 
18. Notification 
19. Amendment 
20. Separate Entity Not Formed 
21. Signature Page 

1.  Parties: This Agreement is between the Port of Seattle (heretofore known as the
"Port") and the City of Seattle (heretofore known as the "City"), referred to
collectively as the "Parties.". The City implementing agency for this Project is the
Seattle Department of Transportation (SDOT). 
2.  Grant Funds: During the 2012 Puget Sound Regional Council (PSRC) Federal Highway
Administration (FHWA) Grant Competition, the Port, as sponsoring agency, and the
City, a co-sponsoring agency, applied for and received a $250,000 Federal Surface
Transportation Program (STP) grant for the Seattle Industrial Areas Freight Access

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Project. In addition, the City agreed to provide the 13.5% local match which is
$33,690. The total budget is $283,690 
3.  Project Title: Seattle Industrial Areas Freight Access Project 

4.  Project Goal: The goal of the Project is to identify transportation improvement
projects within the project area that will: 
Maintain and improve freight-truck mobility and access to accommodate
expected general traffic, freight and cargo growth. 
Ensure connectivity for major freight intermodal and transload facilities 
Increase safety for all travel modes 
Reduce environmental impacts, including greenhouse gas emissions 

5.  Project Scope: The Project scope of work was developed and agreed to by the two
Parties. (The Project scope of work for consultant services procurement is included as
Exhibit One of this Agreement). The scope and deliverables may be further refined 
during the consultant contracting process to be more specific about consultant tasks,
deliverables and performance schedule. Both Parties shall agree on the final
consultant scope of work prior to the City's issuance of a notice to proceed. The
scope includes a Purpose and Need Statement, Project Goals, Project Objectives,
Deliverables and nine-major tasks to be accomplished in the Project. 
6.  Project Schedule: 
Scoping: January/April, 2013 
Interlocal Agreement: (Port and City) June, 2013 
Local Agency Agreement (LAA) (Port and WSDOT): June, 2013 
Request for Qualifications: June, 2013 
Consultant Selection: July, 2013 
Begin Project: August, 2013 
Complete Project: March, 2014 
Public outreach activities will occur at key milestones during the Project as
identified in the Project scope and schedule 


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The schedule may be revised by the Project Executive Steering Committee. The Port and
the City will document the revised schedule by email. 
7.  Payment Provisions: 
City 
1.     The City's grant match is capped at $33,690. 
2.     The City's share is in SDOT's adopted budget. 
3.     The City will be responsible for funding any unrecoverable City overhead
expense as identified by the contractual funding agency in the LAA between the Port
and WSDOT. 
4.     The City will directly pay approved consultant expenses. 
Port 
5.     The Port will administer $250,000 of federal funds awarded by the PSRC and
reimburse the City to undertake the Project as agreed in the Project scope. 
6.     The Port will process a grant agreement with granting agency (WSDOT). 
7.     The Port will reimburse the City upon satisfactory approval of City invoices by
the Port and WSDOT. 
8.     Total reimbursement of federal grant funds from the Port are limited to
$250,000 
9.     No costs in excess of the $250,000 grant shall be paid by the Port unless a
separate agreement is made between the Port and the City 
10.   The Port will identify ineligible costs as identified by the WSDOT LAA and
communicate them to the City 

8.  Term of the Agreement: The duration of the Project is expected to be approximately
eight (8) to twelve (12) months. This Agreement is effective upon signature by both
Parties and shall remain in effect until December 31, 2014. 
9.  General Responsibilities of the Parties: 
The City and the Port are committed to work collaboratively to successfully
complete the Project. 
The Seattle Department of Transportation (SDOT) will be the lead agency for the
City on behalf of the Project. The City will procure and manage, through a competitive
process, a contract for consulting services for the Project. The Port will be in integral

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part of the City's consultant procurement selection team which will screen all qualified
submittals, participate in interviews with the finalists (if necessary) and recommend
prioritized preference for candidates for final selection. The consultant procurement
process and contracting documents will meet federal requirements for the federal
grant. 
The Project will be carried out generally concurrently with an update to the Port
Container Terminal Access Study 2013 Update and the Port will share data, tools, and
findings with the City as appropriate to avoid duplication of effort. 
The Project will recognize interrelationships with other City modal plans and
other relevant plans and projects and incorporate data, tools and findings as
appropriate. 
Both Parties will use available resources in an efficient manner and collaborate
to reach the Parties' common objectives. 

10. Organization and Management: 
A.  Management Structure 
1.  The City will lead the consultant procurement process according to the rules
and regulations of the City, and those of the contractual agency. The Port
will have representation on the consultant selection process, including
drafting of the request for qualifications (RFQ), review of qualifications,
informational meetings with consultants and the optional interview process.
Both Parties will have representation on the panel. The City will invite a
freight stakeholder to participate on the selection panel. The Port will have
two representatives on the selection panel. 
2.  The City will identify a Project Manager and Deputy Project Manager and the
Port shall identify a Project Lead and a Deputy Lead by letter for the purposes
of Project management, inter-agency collaboration, coordination of technical
review and public outreach. 
3.  The Parties will form an inter-agency Executive Steering Committee for the
purpose of providing policy direction, advice and guidance throughout the
duration of the Project. 
4.  The City Project Manager and the Port Lead will form a Project Team
consisting of the City Project Manager and Deputy Project Manager, the Port
Lead and their Deputy, and the consultant Project Manager. The Project Team
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will meet on a regular basis for the duration of the Project on a schedule to be
determined jointly by the team. 
5.  The City Project Manager and Port Lead will establish a process for conducting
regular and ongoing coordination within the Project Team for the purpose of
sharing all consultant products and analyses. 
6.  The City Project Manager and the Port Lead will brief the Executive Steering
Committee regularly on the progress of the overall Project and respective
tasks, including technical analyses, findings, recommendations and the
outreach strategy. 
7.  The City and the Port will form a Project Advisory Technical Team of subjectmatter
experts from both agencies to provide the Project Team with technical
input and consultation as needed. 
8. The City's Director of Transportation and the Port's Marine Division Managing
Director or their designees will serve as Project Senior Executives and agency
representatives for issue escalation and dispute resolution. 
9. Each Party's Project Manager/Lead will use all reasonable efforts to resolve
disputes between the Parties. If Project Managers/Lead can't resolve a
dispute, then the issue(s) shall be raised to the Executive Steering Committee.
If issues remain unresolved, they shall be raised to the Senior Executive of
each Party to resolve. If these efforts fail to resolve the issue, the Parties shall
seek to resolve the disputes through mediation or another forum. 
10. Should issue resolution not be arrived at by the Parties, either Party may be
on record with a different position or recommendation to be considered via
future processes as may be appropriate and agreed to by the Parties. 

B.  Data Sharing 
1.  Both parties will provide existing data to support the successful completion of
the Project. 
2.  The City will provide currently available traffic and truck volume data, and
applicable anticipated projects and programs from the Six Year Transportation
Capital Improvement Program (TCIP) budget. 
3.  The Port will provide currently available data on current and projected truck
volumes, including peak hour counts if available. 

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C.  Communications 
1.  Both parties agree that close coordination on the Tasks and Public Outreach is
essential for success of this Project, and will take material steps to ensure this
coordination. 
2.  City and Port will develop and agree on a joint public communications plan
including the use of press releases. The Seattle Freight Advisory Board will be
briefed at key milestones. The City and Port may consult with additional
freight mobility stakeholders to benefit the project deliverables. 
3.  Study objectives, and subsequently findings and recommendations, will be
presented to the Seattle Council Transportation Committee and the Port
Commission as determined by the Executive Steering Committee. 
4.  Both parties will approve the Draft and Final Report and recommendations
prior to public release. 
5. City and Port will not schedule meetings with the other Party's elected
officials, until after prior courtesy advisement to the partner agency of
meeting time and subject matter related to this Project. The City and the Port
shall receive notice of such meetings two weeks prior to the meeting. 

11. Review Time: The consultant will deliver all products and deliverables to the Project
Team simultaneously. The Port Lead will consolidate all Port staff comments and
return comments to the City in one calendar week, or notify the City Project Manager
if additional time for review and comment will be necessary. The City Project
Manager or Deputy will coordinate and integrate comments from the Parties, and
submit to consultant for appropriate action within two weeks of receipt. The City will
provide the Port with the City's draft comments prior to submitting the integrated
comments to the consultant. The Parties will make every effort to maintain a timely
schedule for review and comment. Typically, products and deliverables will be
transmitted electronically, unless graphic or presentation materials are provided in
print or photos to support/achieve schedule coordination for presentations. 
12. Consultant Budget: The consultant Project budget is limited to $250,000. It will be up
to the consultant to budget for each task and deliverable with a responsibility to
deliver required outcomes within the total budget proposed. The consultant budget
may include a contingency funded by the Project budget, to be authorized jointly by
the City and the Port. The Project budget shall be reviewed between the Parties and
the consultant every month to determine that it is on track for full delivery on Project
schedule and budget. 

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13. Consultant Invoice Processing: The consultant will send invoices to the City once
each month during the duration of the Project. The City will review invoices and
determine that the consultant has completed the work invoiced in a satisfactory
manner and invoiced appropriately. The City will pay the consultant from City funds. 
The City will then invoice the Port for the consultant's work, including a record of
what was spent by the consultant and what was accomplished. The Port will review
the work and, upon satisfaction, promptly send the request for payment to WSDOT.
The Port will reimburse the City with the WSDOT administered federal funds 
promptly after the Port receives the funds from WSDOT. 
14. Budget Overruns: The consultant contract will reflect that the total consultant
budget for this project is capped at $250,000. Neither Party is responsible for cost
overruns resulting in work performed by the consultant for any Project task 
15. Project Termination: Either Party may terminate this Agreement at any time upon
thirty (30) days written notice to the other Party. In the event the Project is
terminated for any reason, all unspent federal grant funds will need to be returned to
the Puget Sound Regional Council for redistribution. Any consultant funds spent or
obligations to spend further dollars to that time will be paid for by the Project. If the
Project is terminated, it is possible that all federal funds spent to date would need to
be reimbursed to FHWA. In this case, both agencies will split the cost of
reimbursement to the FHWA. 
16. Indemnification: To the maximum extent allowed by law, the Port shall protect,
defend, indemnify, and save harmless the City, its officers, officials, employees, and
agents, while acting within the scope of their employment, from any and all costs,
claims, judgments, penalties, and/or awards of damages, arising out of or in any way
resulting from the Port's own negligent acts or omissions in connection with
performance of activities under the terms of this Agreement. To the maximum extent
allowed by law, the City shall protect, defend, indemnify, and save harmless the Port,
its officers, officials, employees, and agents, while acting within the scope of their
employment, from any and all costs, claims, judgments, penalties, and/or awards of
damages, arising out of or in any way resulting from the City's own negligent acts or
omissions in connection with performance of activities under the terms of this
Agreement. Each Party agrees that its obligations under this subparagraph extend to
any claim, demand, and/or cause of action brought by, or on behalf of, any of its
employees or agents. For this purpose, each Party, by mutual negotiation, hereby
waives, with respect to the other Party only, any immunity that would otherwise be
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available against such claims under the Industrial Insurance provisions of Title 51
Revised Code of Washington (RCW). In the event that a Party incurs any judgment,
award, and/or cost arising there from, including attorneys' fees, to enforce the
provisions of this Article, all such fees, expenses, and costs shall be recoverable from
the responsible Party to the extent of that Party's culpability. This indemnification
shall survive the termination of this Agreement. 
17. Implementation: Implementation of Project recommendations will be subject to
independent and separate decision making processes undertaken by both Parties.
The Project recommendations will be advisory and none binding. Neither Party is
obligated to implement the recommendations. 
18. Notification: Any notice required or permitted to be given pursuant to this
Agreement shall be in writing, and shall be sent postage prepaid by U.S. Mail, return
receipt requested, to the following addresses unless otherwise indicated by the
Parties to this Agreement: 

To the CITY: Tony Mazzella, Strategic Advisor II 
Seattle Department of Transportation 
700 Fifth Avenue, Suite 3900 
Seattle, WA 98124-4996 
Tony.Mazzella@Seattle.gov, (206) 684-0811 

To the Port: Dan Burke, Regional Transportation Program Planner 
Port of Seattle Public Affairs 
Pier 69, PO Box 1209 
Seattle, WA 98111 
burke.d@portseattle.org, (206) 787-3376 
19. Amendment: Either Party may request changes to the provisions contained in this
Agreement. Any change to this Agreement must be mutually agreed to by both
Parties, in writing and executed with the same formalities as the original Agreement. 
20. Separate Entity Not Formed: This Agreement does not establish a separate
administrative entity. The Agreement provides for the administration of the Project in
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paragraphs by addressing responsibilities of the existing Parties in the organization
and management of the Project. 

21. Signature Page: 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement which shall be
effective upon the date of execution by both Parties. 
SIGNATURES 
Peter Hahn 
X__________________________________ 
Date:_______________________________ 
Director, Seattle Department of Transportation 
City of Seattle 

Tay Yoshitani, 
X __________________________________ 
Date:_______________________________ 
Port of Seattle Chief Executive Officer Port of Seattle 
Port of Seattle 






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