. ______________________________________________ 
Interlocal Agreement 
between
Port of Seattle (POS) 
And 
Green River Community College (GRCC) 
The Port of Seattle, a Washington municipal corporation ("Port") and Green River Community
College (GRCC) agree as follows that GRCC shall provide curriculum development and delivery of
Frontline Supervision course(s) and within-course modules to employees.
I.      Purpose of Agreement 
Consistent with RCW 39.34.080, the purpose of this Agreement is to permit the Port and Green
River Community College to make the most efficient use of their powers and resources by
enabling them to cooperate on a basis of mutual advantage, and take advantage of economies
of scale and established systems in providing services. This Agreement is designed to set forth
the understanding, rights and responsibilities of the parties. 
II.      Powers/Legal Authorities 
Under RCW 39.34.080, a public agency may contract with any one or more other public agencies
to perform any governmental service, activity or undertaking if each public agency entering into
the contract has legal authority to perform such service, activity or undertaking. 
The Port derives its legal authority to engage in employee development and training from the
implied power granted by its enabling statutes. To the extent that employees are critical to
carrying out the functions authorized in Title 53 RCW, the Port's enabling statutes impliedly
authorize the development and training of employees. Pursuant to RCW 39.34.080, the Port may
contract with GRCC to perform such undertaking. 
GRCC is a community college. Under RCW 28B.50.020, GRCC has legal authority to offer
educational, training and service programs, including academic transfer courses, realistic and
practical courses in occupational education, community services of an educational, cultural and
recreational nature, as well as adult education. GRCC thus has authority to perform the services
described at Section IV. 

III.     Objectives of Agreement 
The objective of this Agreement is to set forth the understanding, rights and responsibilities of
the parties with regard to the provision of (A) curriculum development and (B) delivery of the
"standard" 45 hour Frontline Supervision course(s) or within-course modules to Port staff. 
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IV.    Scope of Services 
Green River Community College (GRCC) shall provide the following services: 

A.  CURRICULUM DEVELOPMENT 
Curriculum updating of materials for the "standard" 45 hour Frontline Supervision Course
and within-course modules including the following: 
o  Conducting limited needs assessment(s) and periodic curriculum refreshing of the
"standard" 45 hour course (co-developed and co-owned by the Port of Seattle and
Green River Community College) to meet the flexible needs of the Port and Port
managers so: 
(1) the course content meets the needs of an enterprise-wide cohort and/or 
(2) all or parts of the course content meets the unique needs of a business unit
or another other Port-determined group of employees 
Refreshing of the course materials will include periodic updating to reflect changing
expectations and new initiatives (e.g., Workplace Integrity, "Our Values, Our Port"
Initiative, CPI/Lean efforts) and new policies (e.g., HR-18, Performance Standards).
Refreshing is needed so the course reflects current organizational priorities and
practices, and provides important contextual information to help supervisors,
managers, and others perform with confidence and skill.
Refreshing the curriculum may include working with Port Human Resources and
Development and other staff as required (e.g., Health and Safety, Workplace
Integrity) as well as with line managers to review performance and knowledge
needs, make revisions to course content and reference materials, and/or update
classroom activities to reflect instructional refinements and/or participant needs. 
o  Some course updating will occur before delivery of the "standard" 45 hour course
beginning in October, 2012. Other updates will be made as needed, in order to deliver
customized versions of this course to business units.
o  GRCC is responsible for providing final e-copy versions of the course materials and
supporting instructor guides. All such materials (to be reproduced or branded or posted
to SharePoint by the Port) should be submitted a minimum of 7 days in advance of
when they are to be accessed by course participants. 

B.  COURSE DELIVERY


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1. At the Port's discretion, annual delivery of one "standard" 45 hour course offering 
with a lead instructor, supported by at least two other GRCC instructors who codeliver
various within-course modules. 
Planned offering: 
One "standard" 45 hour course offering will be delivered on a one day a week (over six
weeks) basis during October and November, 2012 on dates mutually agreeable to Port
staff and Green River Community College instructors and delivered during the following
hours: 
8:00 AM  4:30 PM 
LOCATION(S): 
Port of Seattle 
Neighborhood Field Office Training Room 
19639 28th Avenue South 
SeaTac, WA 98188 
Alternate classroom locations include Port of Seattle's Pier 69, other suitable Port of
Seattle meeting rooms at SeaTac International Airport, or conference rooms at other
Port of Seattle locations such as the Marine Maintenance Shop. 
Future offerings: 
2. At the Port's discretion, GRCC may provide additional customized curriculum
development and delivery of all (or selected course modules) of the "standard" 45 hour
Frontline Supervision course at dates, times (to include the possibility of swing shift
learners), and locations mutually satisfactory to both parties.

The Port of Seattle shall provide the following services and support: 
o  Review of curriculum content by HRD staff to assure alignment with Port core values
and organizational priorities and practices.
o  Internal staff members who will provide briefings (classroom "cameo appearances")
and/or any needed follow up on such topics as labor relations, EAP, diversity and
inclusion, disability, workplace integrity, employee development, health and safety,
and/or performance management, as appropriate. 
o  The Port of Seattle is responsible for providing "branding" of course materials to assure
a "look and feel" linked to Port communications standards and templates, notebook
binders, binder inserts, and/or printing of hard copies of any required course materials.
The Port is also responsible for providing and maintaining a SharePoint (or similar) site
available to HRD staff, POS employees, and GRCC instructors.
o  The Port of Seattle will provide classroom space, any needed audio visual equipment or
materials, and parking (at no charge back) for GRCC instructors. 

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V.    Rights of Parties 
A.  Effective Date of Agreement. 
The Effective Date of this Agreement shall be the date of execution when the Port of Seattle has
signed the Agreement. (Note: The Port of Seattle is always the last to sign.) 
B. Time for Performance. 
Any work performed prior to the effective date of this Agreement, or continuing after the
completion date of same, unless otherwise agreed upon in writing herein, will be outside this
Agreement and will not be subject to its provisions. 
C.  Duration. 
The duration of this Agreement shall be from the Effective Date through 9/1/2014 with the
option to extend this Agreement for three additional one year contract terms. The contract may
be extended for the next term by written notice from the Port of Seattle to GRCC of the Port's
intent to extend the contract. Such notice shall be given at least 45 days prior to startup of the
next contract term.
D. Compliance with All Laws. 
Green River Community College agrees to observe all federal and state laws, regulations, and
policies affecting performance under this contract. 
E. Amendments 
Changes in the scope of this contract which cause an increase or decrease in the cost of, or the
time required for the performance of any part of the scope of work under this contract, shall be
accomplished by written amendment and executed by both parties prior to implementation. 
F. Attorney's Fees. 
In the event of any controversy, claim, or dispute arising out of this Agreement, each party shall
be subject to the dispute resolution provision in Section G and shall be solely responsible for the
payment of its own legal expenses, if any, including but not limited to attorney's fees and costs.
G. Legal Relationship. 
The parties to this agreement execute and implement this agreement solely as the Green River
Community College. No partnership, joint venture or joint undertaking shall be construed from
this Agreement. 
H. Compensation. 
Compensation for all services rendered by Green River Community College (GRCC) shall be as
follows: 

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CURRICULUM DEVELOPMENT: 

1.  Annual updating of the "standard" 45 hour Frontline Supervision course, beginning in 2012,
at the Port's discretion. 
Development fees at an hourly rate of $68 per hour (e.g., to include meetings with Port HRD
staff and line managers, compiling of information, creating or updating course materials) for
development time up to an annual total of 80 hours or $5,440 for the "standard" 45 hour
course. 

2.  Customized curriculum development of within-course modules. 
At the discretion of the Port, GRCC may provide annual customization of one of more
within-course modules in the "standard" 45 hour Frontline Supervision course to meet the
needs of a specific group of employees. 
This course customization would be at GRCC's standard development rate of $68 per hour 
up to a total of 24 hours or $1632 per module, to an annual maximum of six customizations.

COURSE DELIVERY: 

1. At the Port's discretion, delivery of one annual offering of the "standard "48 hour course
(typically 6 one-day sessions) for 16 -24 individuals drawn from across the organization.
Course delivery of the "standard" 45 hour course would be provided at a Course Delivery
Fee of $22,470. 
2.  The Port at its discretion may also request delivery of a customized offering of one or
more modules annually in the "standard" 45 hour Frontline Supervision course to
business units or a group of supervisors or managers. The Port at its discretion, and in
consultation with GRCC, will recommend the number of GRCC instructors (up to three)
needed for the delivery of customized material. 
Such customized delivery would be at GRCC's standard delivery rate of $468.13 per delivery
hour, inclusive of all instructors, not to exceed $22470 annually. 

Changes in contract rates: 
Any changes in contract rates will require approval and signature by both parties. Rate
increases for course development and course delivery may be permitted after the initial
Contract Term expires 9/1/2014. Rate increases shall be allowed only at the beginning of a
Contract Extension. Any c ontract increase requests must be submitted to the Port 30 days prior

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to contract extension. Only one (1) such increase shall be allowed within the Contract 
Extension. Any other cost adjustments may be considered at the sole discretion of the Port.
Annual Maximum: 
Total annual contract expenditures shall not exceed $60,172 for Curriculum Development and
Course Delivery as defined in this section. (See table below.) 
Customized      Annual
Updating  Customization  Standard Course  Course          Total 
Original Contract Term (2) 
Year 1              5440         9792          22470           22470    60172 
Year 2              5440         9792          22470           22470    60172 
(3) 1-year 
extensions 
(optional) 
Year 3              5440         9792          22470           22470    60172 
Year 4              5440         9792          22470           22470    60172 
Year 5              5440         9792          22470           22470    60172 

VI. Responsibilities of Parties 
A.  Termination. 
Either party may terminate this Agreement with 60 days written notice to the other party in the
event of changing staffing needs, organizational restructuring, budget shortfalls, natural
disasters or similar unforeseen events.
B. Notice. 
Any and all notices required or permitted to be given under any of the provisions of this
Agreement shall be in writing and shall be deemed to have been duly given upon receipt when
personally delivered or sent by overnight courier or two (2) days after deposit in the United
States mail if sent by certified or registered mail, return receipt requested. All notices shall be
addressed to the Port and Green River Community College at the addresses set forth below or at
such other addresses as may be specified by one party's notice to the other party: 
Robert (Bob) Embrey 
Business Training Director 
Green River Community College 
Kent Campus 
417 Ramsay Way, Suite 112 
Kent, WA 98032-4501 
(253) 520-6282 
(253) 333-4972 (Fax) 
rembrey@greenriver.edu 
www.greenriver.edu 
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Tay Yoshitani 
Chief Executive Officer Port of Seattle 
2711 Alaskan Way 
Seattle WA 98121 
(206) 787-3201 
(206) 787-3164 (Fax) 
yoshitani.t@portseattle.org 


C. Indemnification. 
The Port, its officers, employees and agents shall not be liable for any injury (including death) to
any persons or for damage to any property regardless of how such injury or damage be caused,
sustained or alleged to have been sustained by Green River Community College, its employees,
agents, contractors, or subcontractors or third parties arising out of the performance of this
Agreement. 
Green River Community College shall defend, with counsel reasonably acceptable to the Port,
fully indemnify, and hold harmless the Port, its Commissioners, officers, agents and employees
from any and all loss, damages, expenses, attorneys' fees, consultants' fees, court costs and
other costs for or from: 1) any fault or negligence by GRCC, its officers, agents, subcontractors,
or employees and; 2) any failure on GRCC's part to comply with the terms and conditions
contained in this Agreement. Provided, however, nothing in this Section shall require GRCC to
indemnify the Port from any accident, injury, death or damage arising out of the sole negligence
of the Port, its Commissioners, officers, agents or employees. GRCC agrees that the foregoing
indemnity specifically covers actions brought by its own employees, and thus GRCC expressly
waives its immunity under industrial insurance, Title 51 RCW, as necessary to effectuate this
indemnity. 

D. Records retention/Audit. 
GRCC shall maintain books, ledgers, records, documents or other evidence relating to the costs
and/or performance of the Agreement ("records") on a generally recognized accounting basis
and to such extent and in such detail as will properly reflect and fully support all fees, costs and
charges. 
With regard to the records, GRCC shall do and require its employees, agents and subcontractors
to do the following: 
1.  Make such records open to inspection or audit by representatives of the Port during the
term of this Agreement and for a period of not less than three years after the expiration
of this Agreement. 

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2.  Retain such records for a period of not less than three years after the expiration of this
Agreement; provided, however, if any litigation, claim, or audit arising out of, in
connection with, or related to this Agreement is initiated, such records shall be retained
until the later of (a) resolution or completion of litigation, claim or audit; or (b) six years
after the date of termination of this Agreement. 
3.  Provide adequate facilities reasonably acceptable to representatives of the Port
conducting the audit so that such representatives can perform the audit during normal
business hours. 
4.  Make a good faith effort to cooperate with representatives of the Port conducting the
audit. Cooperation shall include assistance as may be reasonably required in the course
of inspection or audit, including access to personnel with knowledge of the contents of
the records being inspected or audited so that the information in the records is properly
understood by the persons performing the inspection or audit. Cooperation shall also
include establishing a specific mutually agreeable timetable for making the records
available for inspection by the Port's representatives. If GRCC cannot make at least
some of the relevant records available for inspection within seven (7) days of the Port's
written request, cooperation will necessarily entail providing the Port with a reasonable
explanation for the delay in production of records. 
VII. Miscellaneous 
A.  Entire Agreement. 
This document contains the entire and integrated contract between the parties, and no
statement, promise, inducement or agreement made by the parties or their agents or
employees not contained in this written Agreement shall be valid or binding. No alteration,
addition, or modification of any of the terms or conditions of this Agreement shall be effective if
not in writing and signed by the authorized representatives of the Port and GRCC.
B.  Severability. 
In the event any portion of this Agreement shall be found to be invalid by any court of
competent jurisdiction, such holding shall not affect the remaining provisions of this Agreement
unless the court of competent jurisdiction rules that the principal purpose and intent of this
Agreement should and/or must be invalidated. 
C.  Authority to execute Agreement. 
The signatories to this Agreement represent that they have the authority to bind their
respective organizations to this Agreement. 
D.  Counterparts. 
This Agreement may be executed in separate counterparts, all of which shall be construed as a
single integrated instrument. Facsimile and digitally-scanned signatures shall be valid and
binding with the same force and effect as the original signatures. 

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IN WITNESS WHEREOF, the parties hereto have executed this agreement by action of their
authorized representatives. 
Robert Embrey, Business Training Director        Tay Yoshitani, Chief Executive Officer 

Green River Community College (GRCC)              Port of Seattle (POS) 

Date                              Date 
















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