PSCAA 200900046

Agreement Between the Port of Seattle and the Puget Sound Clean Air
Agency to Reduce Diesel Emissions

This Agreement is entered into between the Puget Sound Clean Air Agency, ("Agency"), a
Washington municipal corporation, and the Port of Seattle ("Port"), a Washington municipal
corporation, located at Pier 69, 2711 Alaskan Way, Seattle WA 981111209.

I.      RECITALS

WHEREAS, the Puget Sound Maritime Air Emissions Inventory has identied diesel
emissions from maritime sources in the Puget Sound region as a signicant source of air
pollution; and

WHEREAS, the Port has adopted the Northwest Ports Clean Air Strategy ("Strategy"),
the goal of which is to reduce air emissions from current and future maritime port operations in
the Pacic Northwest; and

WHEREAS, the Puget Sound Clean Air Agency has developed the Diesel Solutions
program (as dened as of the date of this agreement) to reduce diesel emissions; and

WHEREAS, the Port and the Agency have identied reducing diesel emissions from
maritime sources as a priority, thereby improving the air quality, the public health, and the
environment of the Puget Sound Region; and

WHEREAS, it is desirable for the Port and the Agency to enter into this Agreement.

II. AGREEMENT

NOW, THEREFORE, the Port and the Agency agree as follows:

A.   PURPOSE  The purpose of this Agreement is to reduce diesel emissions related
to the maritime industry in the Puget Sound region consistent with the Strategy.

B.   TERM. This agreement shall terminate on June 30, 2010. Either party may terminate
this agreement upon 30 days' prior written notice.

C.   PORT OBLIGATIONS.

1.  Monetary

a.     The Port will provide up to two million three hundred thousand dollars
($2,300,000) funding to the Agency in quarterly installments, with the rst payment being

Port of Seattle and Puget Sound Clean Air Agency Agreement              PSCAA 200900046

made on July 1, 2009.

b.    The Agency may request additional payments from the Port up to the $50,000
total amount at any time in order to cover expenses related to implementing this
Agreement. The Port may grant such request at its sole discretion.

0.     The Agency may include up to a 25% administrative charge as part of each
quarterly invoice.

d.     The Port will send its payments to the Agency, attention Finance Department.

Services

a.     The Port will publicize the programs funded by the Agency as part of this
Agreement.

b.     When requested by the Agency in connection with Agency programs under this
Agreement, the Port will provide the necessary enrollment documentation and
request for reimbursement forms to participants and process such documentation.
The Port will submit copies of the documentation to the Agency and keep track of
the order of the enrollees.

c.     When requested by the Agency in connection with Agency programs under this
Agreement, the Port will verify the suitability of participants' request for
reimbursements.

d.     When requested by the Agency in connection with Agency programs under this
Agreement, the Port will provide quarterly summaries to the Agency describing
which participants qualied for reimbursements and in what amounts.

c.     When requested by the Agency in connection with Agency programs under this
Agreement, the Port may initiate and fund third party audits of the Agency's
programs. The parties will mutually agree upon the focus and scope of the audit.

f.       The Port may provide recognition incentives for program participants.

g.     When requested by the Agency in connection with Agency programs under this
Agreement, the Port will assist the Agency in working with the program
participants in furthering the program objectives.

Port of Seattle and Puget Sound Clean Air Agency Agreement              PSCAA 200900046



D. AGENCY OBLIGATIONS.

1.  The Agency's overarching obligation is to undertake measures that it reasonably believes
will assist in achieving the clean air goals described in the Strategy.

2.  The Agency will provide to the Port a written report every three months, with the rst
report being submitted on October 31, 2009, describing in detail reasonably satisfactory to
the Port what actions the Agency has taken in the reporting period to achieve some or all of
the objectives for cleaner air as described in the Strategy and how it has targeted its funding
for particular measures consistent with the Strategy. The Agency will quantify, if possible,
the reductions achieved and describe actions that may be taken to achieve further air quality
improvements as part of the Strategy.

3.  The Agency will provide the Port a quarterly summary of all warrants that were issued
under the ABC Program and a summary of the Agency's fees to administer the ABC
Program.

4.  To the extent that any of the Agency's programs involve payment of reimbursement funds
to program participants, the Agency will issue checks to the appropriate participants. The
conditions of the release of the checks will be subject to the conditions mutually agreed to by
the parties and coordinated with the Port if the Port is involved in the records management of
the program.

5.  The Agency will review the Port's quarterly summaries issued as part of this Agreement
and verify they are supported by the documentation collected by the Port.

a.     The Agency will contribute $118,000 as matching funds for a cargo-handling and
equipment retro-t program for marine terminal operators at the Port's container
facilities related to Grant No. DE-960850010.

b.    The AgenCy's staff will work with the Port's customers and Port staff to evaluate
program requirements and implementation.

c.      If agreed between the parties, the Agency will provide quarterly reports to the Port

on specic programs.

d.     Once the Agency has developed a program as part of this Agreement, the Agency
will work with the Port to specify specic requirements and roles the parties will
play in the programs' implementation.

E. HOLD HARMLESS/INDEMNIFICATION. To the extent legally permitted, each party
shall indemnify and hold harmless the other party from and against any and all claims,

....................................................................................................................................................._ Page 3 . _

Port of Seattle and Puget Sound Clean Air Agency Agreement              PSCAA 200900046

actions, damages, liability, and expense, including, without limitation, reasonable attomey's
fees, incurred as a result of such party's actions under this Agreement; provided that, if such
claims, actions, damages, liability, or expense arise from concurrent negligence of two or
more of the parties, including instances where this Agreement is subject to the provisions of
RCW 4.24.115, then the obligation to indemnify under this Agreement shall be effective only
to the extent of each party's own negligence. No party shall be required under this section to
indemnify another for its sole negligence.

F. NOTICES. All notices hereunder may be delivered or mailed. If mailed, they shall be sent
to the following respective addresses:

The Agency Project Manager is:
Beth Carper
Air Resources Associate,
Puget Sound Clean Air Agency
1904 3rd Ave., Ste 105
Seattle, WA 98101
206-689-4057
bethc@pscleanair.org

The Port of Seattle Project Manager is:
Sarah Flagg
Seaport Environmental Programs, Pier 69
PO. Box 1209
Seattle, WA 98111-1209
206-7283249
Flagg.S@portseattle.org

Or to such other respective addresses as either party hereto may hereaer designate in writing.



III.   GENERAL PROVISIONS

A.  APPLICABLE LAW. This Agreement shall be governed by the laws of the state of
Washington.

B.  AMENDMENTS/MODIFICATIONS. This Agreement may be amended or modied
only by written agreement of the parties.

Port of Seattle and Puget Sound Clean Air Agency Agreement              PSCAA 200900046

C.  ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
hereto and no representations, inducements, promises or agreements, oral or otherwise, between
the parties not embodied herein shall be of any force or effect.

IN WITNESS HEREOF, the undersigned have, on the date set next to their signatures,
executed this Agreement on behalf of the parties hereto.


PUGET SOUND CLEAN AIR AGENCY      PORT OF SEATTLE


Paul Rob I'tS                              h1tani
Board of D1rectors Chair
TayYChief}?
Executive  fcer

Date:  7'24 Z 54g?                Date:


Attest:




Executive Dir tor

Date:   7 l v; 0



Approved as to Form:
EVAWWW
Laurie Halvorson                   Tom Tanaka
General Counsel                    Senior Port Counsel

Date:  ZZZEZO')                    Date:  541mg: QQO}


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pscleanainorg
Puget Sound Clean Air Agency

Puget Sound Clean Air Agency
1904 3rd Ave., Ste 105
Seattle, WA 98101

Certication Regarding
Debarment, Suspension and Other Responsibility Matters

The prospective participant certies to the best of its knowledge and belief that it and its principals:

(a)   Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal department or agency;

(b)   Have not within a three-year period preceding this proposal been convicted of or had a civil
judgement rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public (Federal, State, or local)
transaction or contract under a public transaction; violation of Federal or State antitrust statutes
or commission of embezzlement, theft, forgery, bribery, falsication or destruction of records,
making false statements, or receiving stolen property;

(c)   Are not presently indicted for or otherwise criminally or civilly charged by a government entity
(Federal, State, or local) with commission of any of the offenses enumerated in paragraph
(1)(b) of this certication; and

((1)    Have not within a three-year period preceding this application/proposal had one or more public
transactions (Federal, State, or local) terminated for cause or default.

I understand that a false statement on this certication may be grounds for rejection of this proposal
or termination of the award. In addition, under 18 USC Sec. 1001, a false statement may result in a
ne of up to $10,000 or imprisonment for up to 5 years, or both.

2Bate /; &

D I am unable to certify to the above statements. My explanation is attached