Interlocal Agency Agreement 067526


INTERLOCAL AGREEMENT FOR
FEDERAL AGENCY PERMIT STAFFING SUPPORT
BY AND BETWEEN
THE PORT OF TACOMA AND THE PORT OF SEATTLE

THIS INTERLOCAL AGREEMENT ("Agreement") Is entered into by and between
the Port of Tacoma. and the Port of Seattle, both port districts organized under
the laws of the state of Washington (the "ports").
WHEREAS, the ports are committed to providing the necessary support to
the federal resource and regulatory agencies, particularly National Oceanic and
Atmospheric Administration (NOAA)'s National Marine Fisheries Service (NMFS),
who are charged with the implementation and enforcement of federal laws
including the Clean Water Act (CWA) and the Endangered Species Act (ESA);
and
WHEREAS, the ports are required to obtain approvals from the NOAA
NMFS for the development, redevelopment, repair and maintenance of new and
existing port facilities within the jurisdiction of the two ports; and.
WHEREAS the ports desire to improve efficiency and reduce the time
required to obtain from federal agencies the permits necessary for the
continuation of normal activities by the ports; and
WHEREAS. the Port of Tacoma has executed an Assignment Agreement
with the NOAA. National Marine Fisheries Service to obtain the services of an
assigned individual; and
WHEREAS, since November 2001 the ports have been cooperating to
provide financial support to NOAA NMFS to assure such timely and efcient
provision of services from that agency, and desire to continue such cooperation
under new terms; and
WHEREAS, the ports are authorized, pursuant to Chapter 39.34 RCW, to
enter into interiocal governmental cooperative agreements.
NOW, THEREFORE, the parties agree as follows:
1.       Scope of Agreement

The ports hereby agree to share the services of the assigned individual
from NOAA, NMFS and to share related costs. The assigned individual shall
provide services that include the preparation of detailed analyses and opinions of
impact, and coordination and communication with permit applicants and the other
federal regulatory and resource agencies, as well as local and state agencies
with similar or related charges under state law.

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Nothing in this Agreement precludes either port from entering into other
agreements or arrangements with these or other federal agencies related to the
processing or administration of permit applications submitted by either port.
ll.      Administration of Agreement

This Agreement shall be administered by the Port oiTacoma. The Port of
Tacoma will maintain an individual employee from NOAA Nit/IFS (the "Assigned
individual") on its payroll.  The Assigned individual shall be paid and afforded
identical benefits of a Port of Tacoma employee. The Assigned Individual shall
submit to the Port of Tacoma a biweekly timesheet, identifying which port's
projects has been worked. and the amount of time, in hours. spent on performing
that task. This record will be utilized to determine monies owed to the Port of
Tacoma by the Port of Seattle.

Each Port is responsible for paying for their share of time, as determined
by the timesheet. The Port of Seattle will reimburse the Port of Tacoma at the
rate equal to the salary and benefits of the Assigned Individual.  The current rate
for the Assigned Individual is $64.30/hour; this may be increased in the future
pursuant to Section IV.  In addition. the Port of Seattle will pay the Port of
Tacoma a management/overhead fee equivalent to 25% of the total amount that
the Assigned Individual worked on Port of Seattle projects.

The Port of Tacoma shall submit invoices reflecting the above charges to
the Port of Seattle on a monthly basis.  The Port of Tacoma will include
timesheet records as part of the invoice.  The Port of Seattle will review and
approve the invoice, and submit payment to the Port of Tacoma within thirty days
of receipt of invoice. Any disputed charges will be withheld pending resolution.

lll.      Schedule
This Agreement shall become effective on the day it has been executed
by the Port of Seattle and the Port of Tacoma. The term of this Agreement shall
be from January 1, 2009 through December 31, 2010.

IV.    Changes
Any revision to this Agreement shall require the prior written concurrence
of both parties.

V.   Legal Relations

A. it is understood and agreed that this Agreement is solely for the benefit of the
parties hereto and give 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 parties.

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B. To the maximum extent permitted by law. each party shall defend. indemnify
and hold harmless the other parties and their officials and employees from all
claims, demands. suits, actions, and liability of any kind whatsoever, which
arise out of or are related to the acts or omission of the indemnifying party
and its ofcials. employees, agents and contractors. The indemnifying party
specically assumes liability for actions brought by its own employees against
the other parties and for that purpose the indemnifying party specifically
waives, as respects the other parties only, any immunity under the Worker's
Compensation Act. RCW Title 51. The indemnifylng party recognizes that
this waiver was the subject of mutual negotiation and is expressly entered into
pursuant to the provisions of RCW 4.24.115. if applicable. In the event any
party incurs attorney's fees, costs or other legal expenses to enforce the
provisions of this Article against the other party. all such fees, costs and
expenses shall be recoverable by the prevailing property.
C. No liability shall attach to any of the parties by reason of entering into this
Agreement except as expressly provided herein.
D. 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.

E. The provision of this Article shall survive any termination or expiration of this
Agreement.
VI.   Records and Audit
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 available for inspection
and audit by representatives of either Port.

VII.   Terminations

This Agreement may be terminated after a period of one (1) year at the
discretion of either party. upon sixty days notice to the other party.  Upon
termination of this agreement a reconciliation of all costs and obligations since
the last reconciliation shall be conducted and all unpaid costs shall be resolve in
accordance with Paragraph ll of this Agreement.

VIII.   Dispute Resolution

if the parties are unable to resolve a disagreement between them arising
out of this Agreement, the parties will refer the matter to an independent third
party selected by them for resolution.  Such referral shall be a condition
precedent before either party resorts to other remedies it may have.

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IX.   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.
X.   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 evidenced by the
agreement in writing.
Integration and Amendment
This writing contains all the terms and conditions agreed
upon by the
parties. No other understandings. oral or otherwise, regarding the
subject matter
of this Agreement shall be given validity.

WHEREFORE, the parties have executed this Agreement this
of April, 2009.
day

Port of Seattle                     Port of Tacoma


Tay oshitani     5 -2.7 - 0'?       Timothy J'Barr'ei
3 Chief Executive Officer               Chief Executive Officer






Pagc4 of4

FIRST AMENDMENT
OF
MASTER INTERLOCAL AGREEMENT 069227
FOR
FEDERAL AGENCY PERMIT STAFFING SUPPORT
BY AND BETWEEN
THE PORT OF TACOMA AND THE PORT OF SEATTLE

This amendment retlects language changes in Section ll - Administration of Agreement/Billing and
extends the period of performance dened in Section III - Term.

Section It is amended to read as shown below:

It.      Administration of AgreementlBilling

A. Billing Rate. The Contraclee will pay to the Port the hourly rate of $ 93.85, for the Services
provided herein. The billing rate of $93.85 includes the assigned individual's hourly rate, plus a Port
management/overhead fee equal to thirty-five percent (35%). The hourly rate for the Assigned Individual
' may increase in the future. which shall be effective upon the Port's thirty (30) calendar day advance
written notice to Contractee. If multiple projects are anticipated. the Contractee is encouraged to provide
specic project identificatioa numbers or titles than can be used to track time to each project.

8. Billing Procedure. The Port will submit monthly invoices to the Contractee within ten (10) days
of the last day of the month the Services were provided, including timesheel records describing the
services provided and the hours billed. The Contractee shall submit payment to the Port of Tacoma within
thirty (30) days of receipt of invoice. Contractee shall provide the Port notice of any disputed charges
within thirty (30) days receipt of the invoice. or such disputes are waived. Disputes shall be resolved
according to the process dened within Paragraph Vl herein.

Section III is amended to read as follows:

III.      Term

The  period  of  this  performance  is  extended  eighteen  (18)  months  from
December 31. 2012 through June 30, 2014.

This Agreement may be terminated at the discretion of either Party. upon thirty (30) days' written
notice to the other Party. Upon termination of this Agreement a reconciiiation of all costs and obligations
since the last reconciliation shall be conducted and all unpaid costs shall be resolved in accordance with
Paragraph ll of this Agreement. or in the event of dispute. Paragraph VI herein.

Port of Seattle                           Port of Tacoma



Ex utive Director

SECOND AMENDMENT
OF
MASTER INTERLOCAL AGREEMENT 069227
FOR
FEDERAL AGENCY PERMIT STAFFING SUPPORT
BY AND BETWEEN
THE PORT OF TACOMA AND THE PORT OF SEATTLE

This amendment reects language changes and a funding increase in Section II - Administration of
Agreement/Billing and extension to the Period of Performance in Section III - Term.

Section "A is amended to read as shown below:

ll.       Administration of AgreementIBilling

A. Billing Rate. The Contractee will pay to the Port the hourly rate of $ 103.00, for the Services
provided herein. The billing rate of $103.00 includes the assigned individual's hourly rate, plus a Port
management/overhead fee equal to thirty-five percent (35%). The hourly rate for the Assigned Individual
may increase In the future, which shall be effective upon the Port's thirty (30) calendar day advance
written notice to Contractee. It shall be the Contractee's responsibility to ensure the hours of service
rendered under this agreement will not result in charges in excess of this amount. If multiple projects are
anticipated, the Contractee is encouraged to provide specic project identification numbers or titles that
can be used to track time to each project.

Section iII is amended to read as shown below:

Ill.      Term

This Agreement shall be effective on the day it has been executed by the Contractee and the Port of
Tacoma.  The  term  of  this  Agreement  is  extended  twenty-four  months  from
June 30, 2014 through April 22, 2016.

Should the Interpersonal Government Agreement (lPA) between the Port of Tacoma and the U. S.
Department of Interior, United States Fish and Wildlife Service not be signed prior to June 30. 2014, this
agreement will expire on June 30. 2014. Written notification will be provided to the Port of Seattle should
this occur.

This Agreement may be terminated at the discretion of either Party, upon thirty (30) days' written notice to
the other Party. Upon termination of this Agreement a reconciliation of all costs and obligations since the
last reconciliation shall be conducted and all unpaid costs shall be resolved in accordance with Paragraph
ll of this Agreement. or in the event of dispute, Paragraph VI herein.

Port of Seattle                           Port of Tacoma


Tay Yoshitani            (Date)           John Wolfe                  (Date)
Executive Director                         Chief Executive Ofcer

THIRD AMENDMENT
OF
MASTER INTERLOCAL AGREEMENT 069227
FOR
FEDERAL AGENCY PERMIT STAFFING SUPPORT
BY AND BETWEEN
THE PORT OF TACOMA AND THE PORT OF SEATTLE

This amendment reflects language changes in Section Ill  Term to bring the month count (noted
in bold
italics) into alignment with the expiration date and removes the paragraph related to
a possible expiration
of this agreement on June 30, 2014.

Section III is amended to read as shown below.

Ill.   Term

This Agreement shall be effective on the day it has been executed by the Contractee and he Port of
Tacoma  The  term  of  this  Agreement  is  extended  twenty-two  months  from
June 30, 2014 through April 22, 2016

This Agreement may be terminated at the discretion of either Party,
upon thirty (30) days' written notice to
the other Party Upon termination of this Agreement a reconciliation of all costs and
obligations since the
last reconciliation shall be conducted and all unpaid costs shall be resolved in accordance wrth Paragraph
ll of this Agreement. or in the event of dispute. Paragraph VI herein

Port of Seattle                           Port of Tacoma
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tDate)          (Authorized Agency REbresentative)
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