Item No. 4j_attach
Meeting Date: February 23, 2016
Agency Interlocal No. 2014-052-3 Port of
Seattle Contract I-00317929-3
DRAFT
THIRD AMENDED INTERLOCAL AGREEMENT BETWEEN THE PORT
OF SEATTLE AND THE PUGET SOUND CLEAN AIR AGENCY FOR A
DRAYAGE TRUCK REPLACEMENT PROGRAM
This third amended Interlocal Agreement ("Agreement") is entered into between the Puget
Sound Clean Air Agency, (hereinafter referred to as the "Agency"), a municipal corporation
under the laws of the State of Washington, and the Port of Seattle (hereinafter referred to as
"Port"), a Washington municipal corporation, located at Pier 69, 2711 Alaskan Way, Seattle,
WA 98111.
WHEREAS, the Port and the Board of Directors of the Agency deem it desirable to amend
the original Interlocal agreement No. 2014-052 dated January 2, 2014, and amended October 8, 2014,
and June 29, 2015, to incorporate additional funding and to reflect mutually agreeable schedule
changes; and
WHEREAS, the Port of Seattle, which is now part of the Northwest Seaport Alliance,
and the Agency have agreed to extend the ScRAPS 2 program to allow more time to expend the
Port's grant funds for truck replacements; and
WHEREAS, the Port of Seattle, will provide an additional $90,000 to allow for an three
extra months of operation at the Truck Center; and
NOW, THEREFORE, the Agency and the Port mutually agree as follows:
A. Interlocal Agreement No. 2014-052, as amended by No. 2014-052-01 and No. 2014-052-02, is
hereby amended as follows:
I. Subsection 2.A.1.a under "Duties of the Agency" is deleted and replaced with the following:
a. Open and operate a truck outreach center for potential applicants at or near a Portowned
marine terminal, to be in place by May 27, 2014, and to operate through
September 30, 2016. If funds available from all grant programs are exhausted prior to
September 30, 2016, the Port and the Agency will end the ScRAPS 2 Program earlier
by mutual agreement. The Agency will operate the outreach center consistent with
the work plan.
II. Section 2.E under "Duties of the Agency" is deleted and replaced with the following:
E. Assist with Outreach to Truck Owners
Assist the Port in conducting an outreach campaign to truck owners that will promote the
ScRAPS 2 program. This includes assisting in planning and delivering information to truck
owners at a minimum of five events. Obtain approval from the Port prior to initiating additional
outreach activities or promotional materials.
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Agency Interlocal No. 2014-052-3
Port of Seattle Contract I-00317929-3
Deliverable date: September 30, 2016.
III. Sections G under "Duties of the Agency" is deleted and replaced with the following:
G. Launch and Operate Truck Center
1) Enter into a License Agreement with the Port for office space for a truck outreach
center at the Port's Terminal 5. If the space becomes committed to another Port user
and is no longer available for the ScRAPS Program, the Agency will work with the
Port to find an alternate suitable space from which to run the program. Terms and
conditions to use Port property are set forth in the License Agreement attached hereto
as Attachment E and Attachment E-1 and incorporated by reference.
2) Open the truck center to the drayage truck community and accept and process truck
replacement or upgrade authorization requests. Deliverable date: May 27, 2014,
through September 30, 2016. If grant funds are exhausted prior to September 30, 2016,
the Port and the Agency will end the ScRAPS 2 program earlier by mutual agreement.
3) Complete all incentive processing for approved truck replacements, upgrade kits and
retrofit kits. Deliverable Dates:
a. December 31, 2016 for the CMAQ/Ecology grant program;
b. February 29, 2016, for the DERA grant program;
c. December 31, 2016, for the CMAQ Supplemental grant program
IV. Section 2.I.4 under "Duties of the Agency" is deleted and replaced with the following:
4) Submit final project reports summarizing results of programs and project costs. Verify all
files are complete. Deliverable dates:
a. January 31, 2017, for the CMAQ/Ecology grant program;
b. March 31, 2016, for the DERA grant program;
c. January 31, 2017, for the CMAQ Supplemental grant program.
V. Section 3.I under "Duties of the Port" is replaced with the following:
I. Lead Outreach and Marketing Efforts
Lead an outreach and marketing effort to engage candidate drayage truckers in the ScRAPS 2
Program.
Deliverable date: September 30, 2016.
VI. Section 3.J.1 under "Duties of the Port" is deleted and replaced with the following:
a. Office Space. The Port shall enter into a License Agreement with the Agency for
office space for a truck outreach center at the Port's Terminal 5. Terms and conditions
to use Port property are set forth in the License Agreement attached hereto as
Attachment E and Attachment E-1 and incorporated by reference. If the space at
Terminal 5 becomes committed to another Port tenant and is no longer available for
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Agency Interlocal No. 2014-052-3
Port of Seattle Contract I-00317929-3
the ScRAPS Program, the Port will first try to identify other suitable office space on
Port property. If no alternative space is available on Port property, the Port will work
with the Agency to find space near Port property and will reimburse the Agency for
the cost of that space. The Port shall have the right to terminate any License
Agreement for Port-owned ScRAPS office space, but must provide the Agency no less
than ninety (90) days' notice before terminating the License Agreement.
VII. Section 5.A "Compensation" is deleted and replaced with the following:
A. The total amount paid by the Port for satisfactory performance of the work under this
Agreement shall not exceed six million, four hundred thirty-eight thousand dollars
($6,438,000). Up to five million, four hundred thirty thousand dollars ($5,430,000) will be to
provide financial incentives to the truck owners; up to one million, eight thousand dollars
($1,008,000) will be to cover the Agency's administrative costs, and will be paid on a time
and expense basis. The estimated costs to administer the DERA, CMAQ/Ecology, and
CMAQ Supplemental grant programs are described in Attachment F, which is hereby
incorporated by reference. The Port and the Agency may mutually agree to modifications to
the cost breakdown and hourly rates shown in Attachment F.
VIII. Section 7, "Term," is deleted and replaced with the following:
7. Term. The effective date of this Agreement is December 31, 2013. The termination date of
this Agreement is March 31, 2017.
B. All other terms, attachments and conditions of original Agreement No. 2014-052, as
amended by No. 2014-052-01 and No. 2014-052-02, remain in full force and effect.
IN WITNESS HEREOF, the Agency and the Consultant have executed this amended
Interlocal Agreement No. 2014-052-3 as to the date first above written.
PUGET SOUND CLEAN AIR AGENCY PORT OF SEATTLE
By: By:
Paul Roberts Ted J. Fick
Board of Directors, Chair Chief Executive Officer
Date: ___________________________
Date: _________________________
Attest:
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.. Attachment E1
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is entered into as of 8 ,
2016 by and between the PORT OF SEATTLE, a Washington Municipal corporation ("the Port"),
acting through its agent, THE NORTHWEST SEAPORT ALLIANCE, a Washington po1t
development authority (the "NWSA"), and PUGET SOUND CLEAN AIR AGENCY, a Washington
municipal corporation, with headquaiters located at 1904 rd Avenue, Suite 105, Seattle,
3
Washington, 98101 ("Licensee").
WHEREAS, the Port and Licensee have entered into an Interlocal Agreement dated
December 31, 2013 for a drayage truck replacement program; and
WHEREAS, the Pott has agreed to provide the Licensee with office space, office
furniture and equipment, and all utilities and services to serve as a drayage truck outreach center;
and
WHEREAS, the Pott owns certain property located at Terminal 5 and commonly referred
to the Container Freight Station ("CFS"), 3520 26th Ave SW, Seattle, Washington, 98106, and
Licensee wishes to use approximately 2,050 square feet of office area, along with adjacent
parking area (the "Premises"), to serve as a drayage truck outreach center in support of
implementing the drayage truck scrappage and replacement program referred to as Scrappage
and Replacement for Air in Puget Sound II ("the Permitted Use").
THEREFORE, inconsideration of the mutual promises, covenants and conditions
hereinafter set forth, the Po1t and Licensee agree as follows:
1. Agreement is a License. The relationship between the Pott and Licensee is not one of
landlord and tenant, but rather one of licensor and licensee. The incmTence of any costs
with respect to the Premises or Permitted Use by Licensee shall in no way operate to
confer upon Licensee any other interest, status, or estate of any kind other than licensee
nor obligate the Port to enter into any agreement confe1Ting such other interest. Licensee
shall have no recourse against the Pott for any breach hereunder.
2. Grant of Right. Subject to the terms and provisions of this Agreement, the Port hereby
grants to Licensee the non-exclusive right to use the Premises to serve as a drayage truck
outreach center for the Scrappage and Replacement for Air in Puget Sound II program.
The Premises are shown on Exhibit "A" attached hereto and made a part hereof. The
Port will have the ability to reconfigure the Premises upon written notice delivered to
Licensee.
3. Term. This License shall commence on February 1, 2016, and terminate on Septemb.er
30, 2016. It shall not be subject to extension or renewal without the express written
consent of the Port.
4. Terminal Security. Licensee will comply at all times with all local, state, and federal
laws, rules, and regulations relating to security ("Security Laws") at any Port facility. If
the Premises are subject to a government-approved security plan ("Security Plan"),
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Port ofSeattle and Puget Sound Clean Air Agency
License Agreement. 1/20/2016
Licensee will fully and promptly comply with the Security Plan. If the Premises are not
subject to a Security Plan and ifLicensee unde1iakes any activity or handles any cargo
that brings the Premises or surrounding area under the Security Laws, Licensee will be
fully liable for all its costs and Port costs associated with complying with the Security
Laws for the Premises and sunounding areas. Licensee will provide the Port evidence
satisfactory to the Port that the appropriate government authority has approved any
Licensee-prepared security plan. Licensee will be liable for any fines or penalties for its
failure to comply with the Security Laws or the Security Plan whether assessed against
Licensee or the Port.
5. Environmental. Licensee agrees to comply with all applicable rules and regulations ofthe
Pmi pertaining to the Premises in existence or hereafter promulgated for water quality
and pollution prevention, for the general safety and convenience of the Port, its various
tenants, invitees, licensees and the general public. Licensee fmiher agrees to comply with
all applicable federal, state, and municipal laws, ordinances, and regulations, including
without limitation those relating to environmental matters.
6. Utilities. The Po1i will provide the Licensee with the following utility services to the
Premises: janitorial and garbage collection services, electricity, water, surface water
management fee (drainage), and security alarm monitoring. The Licensee will be
responsible for any other services required.
7. Licensee Responsible for Safety and Property. Licensee specifically accepts the Premises
in their present condition on an as-is, where-is basis. Licensee's activities within, on or
about the Premises shall be at Licensee's sole risk, and the Pmi shall not be responsible
for the safety of Licensee, its employees, agents, licensees or invitees, or for the condition
or loss of any items of personal property brought onto the Premises by any of them.
8. Compliance with Laws, Rules, and Regulations. Licensee shall, at its sole cost and
expense, use and/or occupy the Premises solely: (i) in the manner contemplated by this
License, (ii) in an orderly manner so as to avoid unreasonably interfering with or
interrupting the normal business operations and quiet enjoyment of the other occupants of
the Premises or adjoining properties or premises, and (iii) in full compliance with all
applicable governmental laws, rules, regulations, and codes, specifically including those
related to the protection of the environment and those promulgated by the Port for the
general safety and convenience of its customers and the public. Licensee also shall, at its
sole cost and expense, obtain any and all permits, licenses, and approvals that may be
required in order to make lawful the Licensee's activities on the Premises.
9. Indemnifica tion/Hold Harmless. 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.
10. Insurance. Licensee shall provide the follow ing insurance coverage which it shall obtain
from commercial insurance carriers and this coverage shall be maintained throughout the
term ofthe License.
1. Commercial General Liability insurance on ISO Form CG 00 01 10 01 (or
an equivalent policy form) for third paiiy prope1iy damage, bodily injury,
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Port ofSeattle and Puget Sound Clean Air Agency
License Agreen1ent. 1/20/2016
personal and advertising injury, and medical payments in an amount
which is not less than $1,000,000 per occmTence and $2,000,000 annual
aggregate.
11. Licensee's insurance shall be primary and non-contributory with respect to
any insurance the Port or NWSA canies and apply separately to each
insured. The Port and NWSA shall be named as an additional insured on
this policy.
a. Licensee shall submit to the Port a Certificate of Insurance which shows that it
has obtained the required coverage(s) and a copy ofthe additional insured
endorsement for the commercial general liability insurance policy.. The stated
insurance limits shall not be construed as to relieve the Licensee from liability in
excess ofthe limits. All deductibles or self-insurance retentions are the
responsibility of Licensee.
b. Licensee shall have the option ofproviding a program ofself-insurance in lieu of
commercial insurance. "Self-Insurance" shall mean that Licensee is acting as
though it were the insurance company providing the required insurance. Licensee
will have to provide evidence to the Port that Licensee's self-insurance program.
demonstrates a financial worth ofsufficient capacity to finance claims, losses, and
defense obligations that would otherwise be covered by the commercial insurance
specified above. Ifthe Port does riot accept in whole or in part, Licensee's selfinsurance
program, Licensee shall provide commercial insurance as required by
this Section.
11. Termination ofAgreement. Notwithstanding any specific term set forth in this License,
the Port may terminate this License, in its sole discretion and for any reason whatsoever,
effective upon delivery ofninety (90) days written notice to Licensee at the address set
f 01th above.
12. Attorneys' Fees. In the event oflitigation or other action brought to enforce contract
terms, each party agrees to bear its own attorneys' fees and costs.
13. Entire Agreement. This letter sets forth all covenants, promises, agreements, conditions
and understandings between the Pott and Licensee concerning the Premises, and there are
no covenants,. promises, agreements, conditions or understandings, either oral or written,
between the Port and Licensee other than as set fo1th in this Agreement. No subsequent
alteration, amendment, change or addition to this Licensee shall be binding upon the Port
or Licensee unless reduced to writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE PORT OF SEATTLE PUGET SOUND CLEAN AIR AGENCY
01thwest Seaport Alliance
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