4c Northwest Seaport Alliance support services agreements
ITEM NO: 4c DATE OF MEETING: November 14, 2017 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE THIS INTER-LOCAL AGREEMENT ("Agreement") is entered into by and between the Port of Seattle, a Washington municipal corporation, ("POS") and The Northwest Seaport Alliance, a Washington Port Public Development Authority ("NWSA") (referred to herein individually as "Party" and collectively as the "Parties"). WHEREAS, the Port of Tacoma and the Port of Seattle have entered into an agreement to establish The Northwest Seaport Alliance pursuant to the following federal and state authorities: (1) the FMC Discussion Agreement, (2) an interlocal agreement with delegated powers exercised pursuant to the port joint powers statute (RCW 53.08.240) which expressly permits joint operation and investment outside of a port's district, (3) RCW 39.34.030, the state Interlocal Cooperation Act, and (4) pursuant to ESHB 1170, WA Session Laws of 2015-6, (Chapter 53.57 RCW), which authorizes the Ports to create a port development authority to use, operate and manage certain marine facilities jointly, to be known as the NWSA; WHEREAS, in order to improve efficiency in obtaining, the services necessary for the development, redevelopment, repair and maintenance of new and existing facilities, and providing for the operation of The Northwest Seaport Alliance, NWSA and POS desire to retain support services from one another pursuant to the terms and conditions contained herein; and WHEREAS, the Parties are authorized, pursuant to Chapter 39.34 RCW (the Inter-local Cooperation Act), to enter into this Inter-local agreement. NOW, THEREFORE, the Parties agree as follows: I. General Provisions for Support Services A. Duration of this Agreement. Services to be provided under the terms of this Agreement will be provided during Calendar Year 2018. This Agreement and attached Service Directive exhibits are effective between January 1, 2018 and December 31, 2018. Subsequent Inter-Local Agreements for Support Services, if any, will be executed on an annual basis. B. Services Provided. The NWSA and POS have agreed to provide support services to one another as defined in the Service Directive exhibits attached to this Agreement. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. C. Communications. Each Service Directive exhibit identifies the contact people for the Parties that will coordinate the work for each service area. It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services 1 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. D. Employment, Policies and Procedures. During the term of this Agreement, individuals providing support services will remain full-time employees of their respective employer, who shall continue to be responsible for salary, benefits and retirement contributions. Nothing contained herein shall be construed as creating an employer/employee relationship between the individuals providing support services and the entity receiving the services. Staff providing support services will follow the policies and procedures of their respective employer in conducting the work. E. Billing Rate and Procedures. The charge for services will be determined during the budget cycle for the coming fiscal year. Based on the type of support service and as reflected on each specific Service Directive exhibit, costs will be allocated in one of the following ways: (1) monthly based on a fixed charge or formula, (2) charged to projects based on developed charge out rates or (3) performed as a fee for service based on predetermined charged out rates. F. Independent Municipal Governments. The Parties hereto are independent governmental entities and nothing herein shall be construed to limit the independent government powers, authority or discretion of the governing bodies of each Party. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives no right to any other party. No joint venture or partnership is formed as a result of this Agreement. No employees or agents of any Party shall be deemed, or represent themselves to be, employees of any of the other Party. G. Legal obligations. This Agreement does not relieve either Party of any obligation or responsibility imposed upon it by law. H. Timely Performance. The requirements of this Agreement shall be carried out in a timely manner according to a schedule negotiated by and satisfactory to the Parties. I. Recording. Copies of this Agreement shall be posted to the web sites of the Parties. J. Audit of Records. During the term of this Agreement, and for a period not less than six (6) years from the date of termination, records and accounts pertaining to the work of this Agreement and accounting therefore shall be kept by each Party and shall be available for inspection and audit by representatives of either Party and any other entity with legal entitlement to review said records. If any litigation, claim, or audit is commenced, the records and accounts along with supporting documentation shall be retained until all litigation, claims, or audit finding has been resolved, even though such litigation, claim, or audit continues past 2 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE the six-year (6) retention period. This provision is in addition to and is not intended to supplant, alter or amend records retention requirements established by applicable state and federal laws. II. Dispute Resolution A. Process. The Parties' designated representatives under Paragraph III herein shall use their best efforts to resolve disputes between the Parties. If the designated representatives are unable to resolve a dispute, then each Party's responsible Project Directors shall review the matter and use their best efforts to resolve it. If the Project Directors are unable to resolve the dispute, the matter shall be reviewed by the department director or chief executive officer of each Party or his or her designee. The Parties agree to exhaust each of these procedural steps before seeking to further resolve the dispute in any other forum. Any controversy or claim arising out of or relating to this Interlocal Agreement, or the breach thereof, which is not settled by agreement between the Parties, shall be settled by mediation in the State of Washington, in Pierce or King Counties. In the event either Party reasonably believes mediation will not result in a solution to the disagreement, mediation may be waived. B. Controlling law & Venue. This Agreement shall be construed and enforced according to the laws of the State of Washington. III. Notices A. Contact Persons. Any notice, demand, request, consent, approval or communication that either Party desires or is required to give to the other Party shall be in writing addressed to the other Party at the addresses as follows unless otherwise indicated by the Parties to this Agreement: NWSA: Erin Galeno, Chief Financial and Admin Officer PO Box 1837 Tacoma, WA 98401 egaleno@portoftacoma.com Port of Seattle: Dan Thomas, Chief Financial Officer PO Box 1209 Seattle, WA 98111 thomas.d@portseattle.org B. Receipt. Notice shall be deemed "received" on the date of actual delivery or the first attempted delivery as shown on the return receipt if mailed with the United States Postal Service by certified mail, return receipt requested, otherwise receipt if presumed three days after deposit of mail into US Mail, or by receipt of email. 3 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE IV. Indemnification and Hold Harmless A. The Parties release each other from, and shall defend, indemnify, and hold each other and agents, employees, and/or officers harmless from and against all claims, demands, suits at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, made by or on behalf of the other Party and/or its agents, employees, officers, and/or subcontractors, arising out of or in any way related to this Agreement, unless and except to the extent the same be caused in whole or in part by the negligence of a Party or its agents, employees, and/or officers. B. This Agreement includes a waiver of subrogation against all losses sustained by either Party and/or its agents, employees, officers, subcontractors, and/or insurers, arising out of or related to this Agreement except to the extent the Parties' losses are caused in whole or in part by the negligence of the other Party or its agents, employees, and/or officers. C. Each Party specifically assumes liability for actions brought by its own employees against the other Party and for that purpose each Party specifically waives, as respects the other Party only, any immunity under the Worker's Compensation Act, RCW Title 51. D. Both Parties recognize that this waiver was the subject of mutual negotiation. In the event any Party incurs attorney's fees, costs or other legal expenses to enforce the provisions of this Agreement against the other Party, all such fees, costs and expenses shall be recoverable by the prevailing Party. E. No liability shall attach to any of the Parties by reason of entering into this Agreement except as expressly provided herein. F. Each Party agrees that it will include in any contract which is related to the work of this Agreement a provision requiring the contractor to defend, indemnify and hold harmless all the Parties to this Agreement against any claims arising out of or related to the work of the contractor. G. The provisions of this Article shall survive any termination or expiration of this Agreement. V. Severability If any term or provision of this Agreement, or its application to any person or circumstance is ruled invalid or unenforceable, the remainder of this Agreement will not be affected and will continue in full force and effect. 4 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE VI. Limits of Financial Obligations/Property ownership. Except as provided above, each Party shall finance its own conduct of responsibilities under this Agreement. No ownership of property will transfer as a result of this Agreement. VII. Entire Agreement/Amendment This Agreement, together with any documents incorporated by reference shall constitute the entire agreement between the Parties with respect to the Services to be provided and shall supersede all prior agreements, proposals, understandings, representations, correspondence or communications relating to the subject matter hereof. No modification or amendment of this Agreement shall be valid and effective unless approved by both parties in writing. WHEREFORE, the parties have executed this Agreement this ______ day of ______, ______. Northwest Seaport Alliance Port of Seattle John Wolfe Dave Soike Chief Executive Officer Interim Executive Director Date Date Attached Support Service Directives for Calendar Year 2018 Support Service Agreement between NWSA and POS: Exhibit 1 Accounting, Finance, Treasury & Risk Management Support Services Exhibit 2 Information Technology Support Services Exhibit 3 Public Affairs Support Services Exhibit 4 Managing Member and Executive Support Services Exhibit 5 Legal and Public Records Support Services Exhibit 6 Labor Relations Support Services Exhibit 7 Capital Development Support Services 5 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Exhibit 8 Environmental and Planning Support Services Exhibit 9 Port of Seattle Police Support Services Exhibit 10 Central Procurement Office Support Services Exhibit 11 Security & Preparedness Support Services Exhibit 12 Marine Maintenance Support Services Exhibit 13 Pier 69 Facilities Management Support Services Exhibit 14 Portfolio Management Support Services Exhibit 15 Tribal Coordination Support Services Exhibit 16 Internal Audit Support Services Exhibit 17 Additional Support Services as Needed 6 EXHIBIT 1 - Service Directive: Accounting, Finance, Treasury & Risk Management Support Services EXHIBIT 1 Service Directive: Accounting, Finance, Treasury & Risk Management Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Accounting, Finance, Treasury & Risk Management Support Services to be provided by POS to The NWSA include the following: 1. Customer invoicing, accounts receivable, collections and cash application for NWSA customers in King County. 2. General accounting services for POS financial transactions associated with The NWSA. 3. Grant accounting services for $20 million #DTMA91G150002 DOT T46 Modernization Tiger Grant where POS is the prime and NWSA is the sub-recipient. POS Accounting is filing claims and required financial and progress reports per grant requirements and in accordance with the Uniform Grant Guidance. POS Accounting has provided and discussed grant compliance requirements with NWSA accounting in accordance with 2 CFR 200.331. 4. Grant reporting related to the Clean Air Program including compliance and ongoing reporting. 5. In conjunction with POT, provide NWSA Capital Project Spending data and coordinate Cash Reimbursement for 50% of total project spending on monthly basis 6. In conjunction with POT, provide information, resources and expertise to ensure The NWSA is in compliance with Generally Accepted Accounting Principles, Government Accounting Standards and specific Accounting policies as developed by The NWSA. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 1 - Service Directive: Accounting, Finance, Treasury & Risk Management Support Services 7. Coordination with POT in creation of The NWSA budget including operating budgets, 5-10 year capital plan (including major expense projects and public expense projects) and 5-10 year financial forecasts for use in development of the POT and POS funding plans. 8. Coordination with POT in preparation of periodic performance reports for The NWSA comparing actual results to budget and forecasting full year financial results. 9. Coordination with POT on Environmental Services and related budgeting, forecasting, program planning and processing, coding and payment of invoices as well as reporting on various Environmental Services related contracts (Environmental Finance). 10. Treasury activities including short-term cash management and investments associated with the NWSA. 11. Financial Planning and Analysis including financial and funding analysis for investment decisions for The NWSA and coordination in support of Managing Member debt management. 12. Provide risk management services to The NWSA for NWSA-licensed properties in King County and as requested. Scope includes negotiation/update of insurance policies; process claims; consult on risk management aspects of contracting. Cost for Service and Charge Methodology POS to The NWSA: Service Area Method of Basis for Charge Hourly 2018 Charges1 Rate, Fixed Budgeted Percentage Amount2 or Formula Risk Fixed Charge based on the 3.4% of $29,272 Management standard allocation. actual spending Insurance Fixed Property insurance is 100% of $332,393 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 1 - Service Directive: Accounting, Finance, Treasury & Risk Management Support Services direct charged to the property subclass for the NWSA, insurance and based on replacement for Port value of the property. properties Excess marine liability is going into based on the cost NSWA allocation provided by the based on NWSA. All other insurance insured allocated to the subclass value; and direct at 2.42%. Based on 2.42% for property value and cost of all liability risk in each operating insurance. division and NWSA. Finance & Fixed Based on estimated 8.7% of $169,284 Budget support services provided actual by each staff to each spending operating division and NWSA. Maritime Project Based on estimated 10.1% of $88,849 Finance & Charge/Fixed support services provided actual Budget by each staff to each spending operating division and (for fixed NWSA. method) Environmental Project Based on estimated 7.5% of $45,206 Finance Charge/Fixed support services provided actual by each staff to each spending operating division and (for fixed NWSA. method) AFR Core Fixed Charge based on the 3.4 % of $24,188 Services standard allocation. actual spending AFR Revenue Fixed Based on support services 4.0% of $74,340 Services and activities provided by actual staff to each operating spending division and NWSA. AFR Fixed Based on support services 2.0% of $33,817 Disbursements and activities provided by actual staff to each operating spending division and NWSA. AFR General Fixed Based on support services 3.4% of $74,681 Accounting and activities provided by actual staff to each operating spending ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 1 - Service Directive: Accounting, Finance, Treasury & Risk Management Support Services division and NWSA. AFR Business Fixed Charge based on the 3.4% of $24,867 Technology standard allocation. actual spending AFR Financial Fixed Charge based on the 3.4% of $31,495 Reporting standard allocation. actual spending Accounting, Finance, Treasury & Risk Management Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA Erin Galeno POS Dan Thomas It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Before January 1, 2018, agreements will be made on desired standard report formats and frequencies. Accounting services will be provided on standard schedules consistent with, and coordinating with, POT and POS accounting schedules. ILA for Support Services By and Between 4 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 2 - Service Directive: Information Technology and Business Process Support Services EXHIBIT 2 Service Directive: Information Technology and Business Process Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Information Technology and Business Process Support Services to be provided by POS to The NWSA include the following: 1. Provide technology for the POS support service groups that will be providing services to the NWSA. This may include (but is not limited to): MAXIMO, CAD, Police Systems (including 911 dispatch), Financial Systems, Project Delivery System, Construction Document Management System, Contractor Management Systems, Debt Management System, Emergency Communications, Engineering Archives, Access Control ID Badge, and GIS, as well as PC, desktop software and technology infrastructure support for those groups that are providing support to the NWSA. 2. Provide WiFi connectivity for NWSA staff working from POS offices. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 2 - Service Directive: Information Technology and Business Process Support Services Cost for Service and Charge Methodology POS to The NWSA: Functions Method of Basis for Charge Hourly Rate, 2018 Charges1 Fixed Percentage Budgeted or Formula Amount2 PC and Fixed PC counts. 0% of PC-related $0 Service allocation NWSA will turn in their costs Desk POS supported PC's, Support so their PC count is 0. Direct Direct Service requests from Time and $0 Support charges NWSA staff for materials Actual miscellaneous IT charges services while they are expected to at P69, or accessing be minimal Port of Seattle systems Indirect ICT costs are PC Counts for Estimated at $621,000 Technology allocated to Infrastructure, PC 2.7% of total ICT Support. subclasses of Support and Service budget ($23.3M) Charges for POS service Desk. POS groups service which are Systems Support Costs providers then for Business using reallocated Applications. technology to NWSA as while appropriate. working for NWSA. Information Technology and Business Process Support Services to be provided by The NWSA to POS include the following: 1. None. 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 2 - Service Directive: Information Technology and Business Process Support Services Primary Contacts: NWSA Erin Galeno POS Kim Albert/Matt Breed It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: To be determined. ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 3 - Service Directive: Public Affairs Support Services EXHIBIT 3 Service Directive: Public Affairs Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Public Affairs Support Services to be provided by POS to The NWSA include the following: 1. POT and POS External Affairs/Public Affairs staff will work closely together to support the NWSA. It is anticipated that at least for the Transition Period, the Alliance will likely not have additional External Affairs staff. Public Affairs services include: o Government affairs o Communications o Community Engagement o Regional transportation planning road and rail o International business protocol liaison o Office of Social Responsibility relations Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Chargesi Percentage Amountii ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 3 - Service Directive: Public Affairs Support Services or Formula Public Fixed Public Affairs will provide services to 9.2% of $764,013 Affairs The Northwest Seaport Alliance actual (NWSA) on issues and projects spending where the unique knowledge, capabilities and relationships of the POS homeport staff are essential to advancing NWSA business priorities and the Port of Seattle's Century Agenda objectives. The cost allocation is based on the estimated staff time supporting each operating division and the NWSA. External Affairs Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA Kurt Beckett POS Julie Collins It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Public Affairs will provide any necessary services to the NWSA. i Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 3 - Service Directive: Public Affairs Support Services Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. ii Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 4 - Service Directive: Managing Member/Commission & Executive Support Services EXHIBIT 4 Service Directive: Managing Member/Commission & Executive Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Managing Member/Commission & Executive Support Services to be provided by POS to The NWSA include the following: 1. POS executive and Commission staff will coordinate closely with NWSA staff to provide support for NWSA Managing Member meeting coordination. Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Chargesi Percentage Amountii or Formula Commission Fixed Charge based on the 3.4% of $68,241 Office standard allocation. actual spending Executive Fixed Charge based on the 3.4% of $59,886 Office standard allocation (after actual direct charges to the POS spending operating divisions). ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 4 - Service Directive: Managing Member/Commission & Executive Support Services Managing Member/Commission & Executive Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA Judi Doremus POS Mike Merritt It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Will provide any necessary services to the NWSA. i Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. ii Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 5 - Service Directive: Legal & Public Records Management Support Services EXHIBIT 5 Service Directive: Legal & Public Records Management Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Legal & Public Records Management Support Services to be provided by POS to The NWSA include the following: 1. Provide legal services to The NWSA associated with NWSA-licensed properties in King County, contracts, NWSA legal matters and workplace responsibility. Coordinate with POT legal support and outside counsel. 2. Provide legal services for project-specific environmental matters, litigation, specific claims, focused contract negotiations, etc. 3. Coordinate services of outside counsel as appropriate. 4. Provide POS portion of state-mandated NWSA records management, and support for NWSA PDR requests. This work will be done at the direction of Alliance Public Records Officer Debbie Givens. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 5 - Service Directive: Legal & Public Records Management Support Services Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 Budgeted of Rate, Fixed Amount2 Charges1 Percentage or Formula Attorney Fixed Charge based on the direct Standard Direct Charge: Services charge and standard allocation $38,311 allocation. is 3.4% of Allocation: actual $93,733 spending Total: $132,044 Records Fixed Charge based on the 3.4% of $15,094 Management standard allocation. actual spending Legal & Public Records Management Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA Kurt Beckett POS Tom Tanaka It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Legal and Public Records Management will provide any necessary services to the NWSA. 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 6 - Service Directive: Labor Relations Support Services EXHIBIT 6 Service Directive: Labor Relations Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Labor Relations Support Services to be provided by POS to The NWSA include the following: 1. Management and negotiation of CBA and other labor relations activities for represented employees working for POS under service agreements to NWSA (eg: Marine Maintenance, Port Construction Services). Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Chargesi Percentage Amountii or Formula Labor Fixed Allocation is based on 4.5% of $61,716 Relations number of represented actual employees and the number spending of collective bargaining units for AV and Non-AV divisions, as well as local unions outreach efforts related to labor relations. Labor Relations Support Services to be provided by The NWSA to POS include the following: 1. None. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 6 - Service Directive: Labor Relations Support Services Primary Contacts: NWSA John Wolf and Dustin Stoker POS David Freiboth It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Labor Relations will provide any necessary services to the NWSA. i Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. ii Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 7 - Service Directive: Capital Development Support Services EXHIBIT 7 Service Directive: Capital Development Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Support Services to be provided by POS Capital Development Division to The NWSA include the following: 1. Infrastructure Project Delivery a. POS staff will support The NWSA with project delivery for NWSA projects in King County. Services include project management, engineering, public works contract procurement, construction management, construction safety, and construction inspection. Note: This does not restrict staff from working on NWSA projects in Pierce County, but for budgeting purposes, the assumption is that for initial years of operation, project delivery will be within homeport geography. 2. Port Construction Services (PCS) a. NWSA will contract with Port Construction Services for small works construction services at NWSA-licensed properties in King County. 3. Seaport Project Management (SPM) POS staff will support The NWSA with project delivery for NWSA projects in King County. Services for projects start from the initial phase of project initiation to the last phase of project closeout. SPM project delivery processes include the following phases: initiation, planning, design, execution, any grant related work and closeout. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 7 - Service Directive: Capital Development Support Services Cost for Service and Charge Methodology POS to The NWSA: Functions Method of Basis for Charge Hourly 2018 Charges1 Rate, Fixed Budgeted Percentage Amount2 or Formula Project Expense Projects, Direct $375,184 Charges Charge & Project Costing Engineering overhead VDC Variable Driven Charge 12.48% of $4,363,627 x allocation for department actual 12.48% expense spending =$544,581 PCS-Support Project Expense Projects, Direct $0 Services Charge Charge & Project Costing overhead VDC Variable Driven Charge 0.3% of $5,685,327 x allocation for department actual 0.3% = expense spending $17,402 Project Expense Projects and Direct $102,596 Charges Charges Seaport Project Direct Charge Markup Exp $58,623 Management VDC Variable Driven Charge 57.49% of $360,569 x allocation for department actual 57.49% = expense spending $207,291 Capital Fixed Charge based on the 3.4% of $607,473 x Development standard allocation. actual 3.4% = Administration spending $20,890 Amounts identified in this table reflect Operating Budget only. Capital Budget spending is detailed in the Capital Budget section of the 2018 Budget and Business Plan and Plan of Finance. Capital Development Support Services to be provided by The NWSA to POS include the following: 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 7 - Service Directive: Capital Development Support Services 1. None. Primary Contacts: NWSA Dakota Chamberlain POS Ralph Graves It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Will provide any necessary services to the NWSA. ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 8 - Service Directive: Environmental Services & Planning Support Services EXHIBIT 8 Service Directive: Environmental Services & Planning This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Environmental Services & Planning Support Services to be provided by POS to The NWSA include the following: 1. POS Environmental and Planning services staff will support NWSA on an as-needed basis, including land use planning, project-related planning and mitigation (Land use planning will include regional planning as it applies to the area in and around NWSA managed properties, Zoning analyses, project-related land use planning and review governmental rules, regulations and plans affecting land use. Key projects will include review and possible Arena EIS or Pier 1 rezone requests). 2. POS Environmental and Planning Services staff will support The NWSA by assisting in acquisition of appropriate permits and completing appropriate environmental review for projects as requested. 3. NWSA Environmental staff will provide minimal services to POS for air quality management program. NWSA, POT & POS staff will coordinate closely with The NWSA on regional programs. 4. POS Environmental Services staff will provide hazardous material cleanup response, hazardous material cleanup, illicit discharge response and management of hazardous material disposal on NWSA projects if requested. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 8 - Service Directive: Environmental Services & Planning Support Services Cost for Service and Charge Methodology POS to The NWSA: Service Area Method of Basis for Charge Hourly Rate, 2018 Charges1 Fixed Budgeted Percentage Amount2 or Formula Environmental Fixed Charge based on the 3.4% of the $21,111 Services standard allocation. Admin Admin budget Environmental Project Percentage of POS 7.3% of $206,921 Services charges Environmental & Planning actual / Programs department budgeted Budget/Actual costs spending based on analysis of work activities as determined in connection with development of 2018 Operating Budget. includes staff and contracting time for Outside Service for hazardous materials, air and spill response Planning Land Fixed Percentage of POS 5% of actual Use Support Planning department / budgeted Budget/Actual costs spending based on analysis of work activities as determined in connection with development of 2018 Operating Budget. 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 8 - Service Directive: Environmental Services & Planning Support Services Planning and Environmental Services Support Services to be provided by The NWSA to POS include the following 1. It is anticipated that the following support will be provided by the NWSA environmental team: 2. Air Quality: The NWSA air quality team collectively will support POS with about 20% of an FTE or about 6.66% of the total team's time. Sara Cederberg is the team lead. Primary Contacts: NWSA Jason Jordan, Deanna Seaman, Sara Cederberg, Nicola Graham POS New Director, Maritime Environment and Planning, Joseph Gellings, Paul Meyer, Mike DeSota It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: To be determined. ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 9 - Service Directive: Port of Seattle Police Support Services EXHIBIT 9 Service Directive: Port of Seattle Police Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Port of Seattle Police Support Services to be provided by POS to The NWSA include the following: 1. The NWSA will contract with POS Port Police for services at NWSA-licensed properties in King County. Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Chargesi Percentage Amountii or Formula Police Fixed The overall Allocation was 1.9% of $523,342 based on hours in assigned to actual particular units. Hours are spending provided from the Police scheduling system from July 1, 2016 through June 30 2017. Breakdown of allocation to Maritime units was determined from calls for service to specific properties. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 9 - Service Directive: Port of Seattle Police Support Services Port of Seattle Police Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA Dustin Stoker POS Rod Covey It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Port of Seattle Police will provide any necessary services to the NWSA. i Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. ii Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 10 - Service Directive: Central Procurement Office Support Services EXHIBIT 10 Service Directive: Central Procurement Office Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Central Procurement Office (CPO) Support Services to be provided by POS to The NWSA include the following: 1. Provide procurement services associated with NWSA projects in King County 2. Provide procurement services as necessary to support NWSA staff working from POS offices. Cost for Service and Charge Methodology POS to The NWSA: Service Area Method of Basis for Charge Hourly 2018 Chargesi Rate, Fixed Budgeted Percentage Amountii or Formula CPO Project Use Project Costing 3.4 % of $5,662 Construction Charge/Fixed Charge first; and then use actual the standard allocation spending formula. The vast amount (for fixed of our work is Capital with method) some Expense. Non-Project Fixed Charge based on the 3.4 % of $7,996 CPO Expense standard allocation. actual spending Central Fixed Charge based on the 3.4 % of $78,815 Procurement standard allocation. actual ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 10 - Service Directive: Central Procurement Office Support Services Admin spending Purchasing No more cost allocations 0% of $0 Services to the NWSA in 2018. actual spending Primary Contacts: NWSA Erin Galeno POS Nora Huey It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Service will be provided as needed where POS Central Procurement Office can aid and assist Alliance efforts through direct procurement, allowing use of POS contracts or working collectively on mutual procurement needs. i Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. ii Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 11 - Service Directive: Security & Preparedness Support Services EXHIBIT 11 Service Directive: Security & Preparedness Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Contract Security Support Services to be provided by POS to The NWSA include the following: 1. POS will manage contract security services as needed at NWSA-licensed properties in King County. Those contract security charges will be billed to NWSA. 2. Maintain compliance with the Maritime Transportation Security Act (MTSA) at all properties. 3. Maintain security personnel services for properties to provide for the protection of the asset from theft, vandalism and other criminal activities. 4. Maintain security personnel services and U.S. Coast Guard required Facility Security Plan (FSP) for properties to maintain compliance with MTSA and applicable laws, regulations, policies and procedures. 5. Provide emergency management services to ensure continuity of operations, mitigation of hazards and coordinated responses to planned and unplanned emergent/emergency events. 6. Maintain liaison with Federal, State, County, City and other governmental and law enforcement agencies for legal/regulatory compliance and emergency management, to include act as representative for Maritime Security Committees. 7. Maintain the ability of the facilities to communicate effectively on the Port of Seattle 800 MHz Radio System through radios provide by the Port of Seattle and operated through a Memorandum of Agreement with the tenants as part of the emergency management and security program. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 11 - Service Directive: Security & Preparedness Support Services 8. Coordinate drills and exercises of security plans and emergency management activities with all Port of Seattle Maritime Properties and the appropriate federal, state and local authorities in order to maintain regulatory/legal requirements and operational readiness. 9. Represent the Port of Seattle and all Maritime properties and activities at the U.S. Coast Guard Area Maritime Security Committee. 10. Represent Washington State Public Ports on the Puget Sound Harbor Safety Committee. 11. Where appropriate, maintain Port of Seattle access control program and infrastructure for access to facilities in compliance with U.S. Coast Guard regulations. 12. Where appropriate, maintain Port of Seattle video surveillance program and infrastructure for video surveillance of Port of Seattle properties. 13. Maintain Port of Seattle 24 hour a day, 7 day a week Duty Officer response telephone number for security and emergencies (206) 787-3688 14. Where appropriate, provide safety, security and emergency management training for Port of Seattle personnel, contractors, vendors and tenants. 15. Where appropriate, maintain the Port of Seattle TWIC program for maritime facilities. 16. Technical support of Police Dispatch Services. 17. Cyber Security protection, detection and response services. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 11 - Service Directive: Security & Preparedness Support Services Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Charges1 Percentage Amount2 or Formula Security & Fixed Charge based on the level of 5.6% of $34,934 Preparedness Allocation support to the NWSA. actual Admin spending ICT Fixed Charge based on the 3.1% of $31,017 Information Allocation standard allocation. actual Security spending Contract Direct Budget/Actual expenditures Budgeted/ $500,000 Security Charges for contract security at Actual Services NWSA-licensed properties. spending Initial estimate of costs to be determined in connection with development of 2018 Operating Budget. Contract Security Services to be provided by The NWSA to POS include the following: 1. Contract security guard services at Terminal 5 to provide for perimeter security, deterrence of theft, vandalism, criminal activity in the preservation of the value of the asset, and compliance with USCG MTSA requirements. 2. Contract security guard services at other NWSA facilities not occupied by a tenant to prevent theft, vandalism and criminal activity in the preservation of the value of the asset, and compliance with USCG MTSA requirements as applicable. Primary Contacts: NWSA Dustin Stoker POS Russ Read/Mike McLaughlin 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 11 - Service Directive: Security & Preparedness Support Services It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Monthly billing statements for security personnel to be provided by thePort of Seattle Maritime Security program to the NWSA for services provided. The Port of Seattle provides 24 hour a day, 7 days a week security and emergency response via the Maritime Duty Officer telephone number (206) 787-3688. Other service level expectations to be determined as needed. ILA for Support Services By and Between 4 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 12 - Service Directive: Marine Maintenance Support Services EXHIBIT 12 Service Directive: Marine Maintenance Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Support Services to be provided by POS Marine Maintenance to The NWSA include the following: 1. The NWSA will contract with POS Marine Maintenance for facility maintenance services at NWSA license properties in King County. 2. Other to be determined. 3. Other to be determined. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 12 - Service Directive: Marine Maintenance Support Services Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly Rate, 2018 of Fixed Budgeted Charges1 Percentage Amount2 or Formula Marine Project Project and other work as $1,342,277 Maintenance Charges budgeted in 2018 Total direct Operating Budget. Actual charge charges will be for actual budget projects and work NWSA performed. subclasses Marine Overhead To be based on pro-rata 10.8% $940,602 Maintenance not direct share of cost of total Total charged projects and other work allocations through performed for NWSA, Maintenance overhead Maritime Division and and Parks rate Economic Development subclasses Division. Mitigation Project Project and other work as $444,434 Parks Charges budgeted in 2018 Total direct Operating Budget. Actual charge charges will be for actual budget for projects and work Mitigation performed. Parks subclass Marine Maintenance Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA Dustin Stoker POS Skip Himes, Rob Lane 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 12 - Service Directive: Marine Maintenance Support Services It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: To be determined. ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 13 - Service Directive: Pier 69 Facilities Management Support Services EXHIBIT 13 Service Directive: Pier 69 Facilities Management Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Pier 69 Facilities Management Support Services to be provided by POS to The NWSA include the following: 1. POS will provide the NWSA with the following fully serviced office space for the NWSA employees housed at Pier 69: a. Three (3) enclosed window offices totaling 486 s/f b. One (1) unenclosed window offices totaling 162 s/f c. Twelve (12) standard workstations totaling 904 s/f d. One (1) file storage bank totaling 102 s/f 2. POS will provide fully serviced office space, conference space and common use space for those POS service groups housed at Pier 69 that provide services to NWSA. 3. POS will provide the NWSA with use of the commission chambers, conference center, and common use space at Pier 69. 4. POS will provide NWSA employees housed at Pier 69 with access to the motor pool fleet. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 13 - Service Directive: Pier 69 Facilities Management Support Services Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Charges1 Percentage Amount2 or Formula Pier 69 Fixed Percentage of office space 10.2% of $207,841 Facilities charges based on % of overall actual Management square feet occupied by spending NWSA staff housed at POS plus allocation, based on corporate allocations for some larger departments, and default corporate allocations for others, of office space occupied by Corporate and CDD groups. Pier 69 Facilities Management Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA Erin Galeno POS Nick Milos It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 13 - Service Directive: Pier 69 Facilities Management Support Services Service Level Expectations: Pier 69 Facilities Management will provide NWSA with the same high level of service it provides to the POS. POS employees and NWSA employees housed at Pier 69 will be subject to the same policies and procedures with respect to requesting and receiving facility management services. ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 14 - Service Directive: Portfolio Management Support Services EXHIBIT 14 Service Directive: Portfolio Management Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Portfolio Management Support Services to be provided by POS to The NWSA include the following: 1. For NWSA-licensed properties in King County, POS staff will provide property management information tracking including updating of software system for lease management, property management, tenant management, insurance and surety compliance management, coordination with billing/invoicing, and current routine reporting. Additional reports as requested may be subject to additional charges. 2. For NWSA-licensed properties in King County, POS staff will provide utility administration including processing of utility invoices and billing of tenants their share of utility expense as well as reimbursement of tenants paying utility providers directly where Port or other tenants are also using those services. Ser vices also include budgeting for relevant utility revenue and expense accounts. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 14 - Service Directive: Portfolio Management Support Services Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Charges1 Percentage Amount2 or Formula Portfolio Fixed Percentage of Portfolio 15.9% of $165,199 Management Management department actual (also includes costs based on analysis of spending Central Harbor work activities as determined Mgmt, in connection with Maritime development of 2018 Industrial Operating Budget. Admin, Marina Office & Retail Mgmt) Portfolio Management Services to be provided by The NWSA to POS include the following: 1. None identified at this time. Primary Contacts: NWSA Don Esterbrook POS Melinda Miller, Joe Pelonio It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Timely and accurate. 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 15 - Service Directive: Tribal Coordination Support Services EXHIBIT 15 Service Directive: Tribal Coordination Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. The Muckleshoot Indian Tribe, the Suquamish Indian Tribe, and the port share a common area of operations, including bay and channel areas throughout north and south Elliott Bay. Since 1995, Treaty tribes and the port have cooperated through a series of agreements, with the objective to avoid and minimize potential negative effects on Treaty-protected fishing access, in conjunction with cargo and passenger activities and infrastructure improvements at port marine terminal facilities. Background The Port of Seattle conducts government-to-government relations with the Muckleshoot and Suquamish Indian tribes as federally recognized, Treaty-protected native sovereign nations. POS long-term commitment to the Muckleshoot and Suquamish Indian tribes relates to maintenance of usual and accustomed treaty fishing access adjacent to port marine terminal sites throughout Elliott Bay, the East and West waterways, and the Duwamish Waterway. Treaty tribe authority: The Muckleshoot Indian Tribe and the Suquamish Indian Tribe have authority to exercise treaty-reserved fishing rights in Elliott Bay, the East and West waterways in south Elliott Bay, and the Duwamish Waterway. This includes two elements affecting port marine terminal facilities: (1) direct fishing access at marine terminal locations and (2) participation in federal decision-making for proposed port development that might affect treaty fishing access. The tribes can fish in nearly all areas required for navigational access to port facilities, so navigational and berth access to all port marine terminal facilities during fishing periods (generally August through January) must be accomplished without substantially impeding fishing activities. ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 15 - Service Directive: Tribal Coordination Support Services Treaty tribes have equal decision-making authority with federal agencies, including the U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, National Marine Fisheries Service, and Environmental Protection Agency, regarding authorizations required by the port for development, operation, and maintenance of marine cargo infrastructure. This authority also extends to federal Superfund cleanup determinations and natural resource damage and restoration requirements. Treaty tribe and port cooperation: The Muckleshoot Indian Tribe and the port have worked to manage successful Treaty fishing access with marine cargo and passenger vessel access. Experience during the past 15 years indicates that actions taken to design, construct, and operate port facilities to avoid conflicts with Treaty fishing improves safety, reduces damage to fishing gear and vessels, allows for effective harvest, reduces the potential for delays in vessel arrivals and departures, and reduces uncertainty for port-sponsored marine terminal development actions. Since 1995 all capital Port of Seattle development and marine facility improvement projects, including Terminal 5, Terminal 18, Terminal 30, Terminal 91, and Terminal 115, have included agreements to compensate Treaty tribes for adverse "in-water" effects on Treaty fishing, in instances where displacement of fishing access could not be avoided or minimized. Compensation measures in most cases consisted of payments to the Muckleshoot and Suquamish Indian tribes. In addition, recent agreements with the Muckleshoot Indian Tribe have provided for coordination of fishing activities with marine terminal operations. During fishing periods, the Muckleshoot Tribe and the port have agreed on measures and funding for twenty-four hour monitoring and management, to minimize potential disruption of net fishing, while allowing for movement of cargo and passenger vessels. POS and NWSA are currently in discussions with Suquamish and Muckleshoot regarding Vesssel coordination programs that would be in affect starting 2018. The final agreements with each tribe may be different regarding obligations of each party and have a different length of term. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Tribal Coordination Support Services to be provided by POS to The NWSA include the following: 1. POS and NWSA staff will coordinate closely on tribal coordination and negotiations affecting marine cargo projects. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 15 - Service Directive: Tribal Coordination Support Services 2. POS staff will provide administrative services in connection with Tribal Coordination activities to The NWSA. 3. Other to be determined. Cost for Service and Charge Methodology POS to The NWSA: Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Charges1 Percentage Amount2 or Formula Tribal Fixed Percentage of Cruise & 0.8% of $11,838 Coordination Maritime Operations actual department costs based on spending analysis of work activities as To reflect determined in connection direct with development of 2018 labor Operating Budget. charges for Mike McLaughlin Tribal Coordination Support Services to be provided by The NWSA to POS include the following: 1. Regular engagement with POS and recognized Tribal Communities concerning items of mutual interest to resolve problems, communicate ports development plans, receive tribal concurrence necessary for issuance of ACOE permits for port projects, coordinate vessel access to port facilities with tribal treaty fishing access needs, identify government to government opportunities that could result in mutual benefits and other reasons for maintaining and growing strong relationships between the ports and the tribes. Primary Contacts: NWSA Kurt Beckett 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 3 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 15 - Service Directive: Tribal Coordination Support Services POS Mike McLaughlin It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: To be determined. To be determined. ILA for Support Services By and Between 4 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 16 - Service Directive: Internal Audit Support Services EXHIBIT 16 Service Directive: Internal Audit Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Internal Audit Support Services to be provided by POS to The NWSA include the following: 1. Based on the risk assessment performed by RSM, Internal audit will select an area within which we will perform a performance or an operational audit at the Northwest Seaport Alliance. Service Area Method Basis for Charge Hourly 2018 of Rate, Fixed Budgeted Chargesi Percentage Amountii or Formula Internal Fixed Based on the scope of work and the Hourly TBD Audit actual hours spent by Internal Audit. Rate Internal Audit Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA Darren Arakaki POS Glenn Fernandes ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 16 - Service Directive: Internal Audit Support Services It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: Internal Audit will meet Port of Seattle's standards for excellence. i Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows: Fixed allocation Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures. Project Charges Charged to specific projects based on current procedures. Fee for Service/Variable Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. ii Preliminary budget amount subject to final budget approval. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 17 - Service Directive: Additional Support Services as Needed EXHIBIT 17 Service Directive: Additional Support Services as Needed This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2018. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2018. Scope of Services and Costs for Service: Additional Support Services to be provided by POS to The NWSA as Needed: 1. POS will provide miscellaneous additional support services as requested by The NWSA. The specific scope of those services will be determined at the time of the request. These are services that are not covered by one of the other service agreement exhibits. Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined Cost for Service and Charge Methodology The NWSA to POS: Service Area Method of Charges Basis for Charge Hourly Rate, Fixed Percentage or Formula Any other Direct charges based on the TBD TBD supporting services provided. services that are not listed on the Exhibits ILA for Support Services By and Between 1 Port of Seattle and The Northwest Seaport Alliance EXHIBIT 17 - Service Directive: Additional Support Services as Needed Primary Contacts: NWSA Kurt Beckett POS Dan Thomas & Michael Tong It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations: To be determined for each individual service to be provided at the time of request. ILA for Support Services By and Between 2 Port of Seattle and The Northwest Seaport Alliance
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