Interlocal Agreement 2015007-0                          Item No.:      4e_attach 
Meeting Date:   June 24, 2014 
INTERLOCAL AGREEMENT 

This Interlocal Agreement ("Agreement") is entered into between thePuget Sound Clean Air
Agency, (hereinafter referred to as the "Agency"), a municipal corporation of the laws of the State
of Washington, and the Port of Seattle (hereinafter referred to as "Port"), a Washington municipal
corporation, located at Pier 69, 2711 Alaskan Way, Seattle, WA 98111. 
WHEREAS, the Board of Directors of the Puget Sound Clean Air Agency deems it desirable to
enter into an Agreement with the Port for the purposes of reducing air emissions from activities on or near
the Port; and 
WHEREAS, the Port has adopted the Northwest Ports Clean Air Strategy, the goal of which is to
reduce air emissions from current and future maritime port operations in the Pacific Northwest; and 
WHEREAS, the Agency has completed several diesel emissions reduction projects under a
previous Agreement with the Port (200900046-0-CON and amendments), including the first Port Drayage
Truck Scrappage and Retrofits for Air in Puget Sound (ScRAPS), the Cargo-Handling Equipment (CHE)
Retrofit and Replacement Project, and the At-Berth Clean Fuels low-sulfur fuel reimbursement program;
and 
WHEREAS, the Agency is currently implementing a diesel emission reduction program on
behalf of the Port entitled the "Feasibility Analysis for Upgrading Drayage Truck Engines," which was 
started under the previous interlocal agreement; and 
WHEREAS, the Agency expects to complete the "Feasibility Analysis for Upgrading Drayage
Truck Engines" during the Agency's 2015 Fiscal Year (July 2014 through June 2015); and 
WHEREAS, the parties enter into this Agreement pursuant to RCW 39.34 et. seq.; and 
NOW, THEREFORE, the Agency and the Port mutually agree as follows: 

1.      Background 
The Agency is administering the "Feasibility Analysis for Upgrading Drayage Truck Engines" 
("Feasibility Analysis")to assess the use of natural gas engine-conversions as a strategy
in meeting the diesel particulate matter emission-reduction goals of the Northwest Ports
Clean Air Strategy. Specifically the Agency desires to evaluate natural gas engine
conversions as a potential strategy to meet the Clean Truck Program requirements. 
Under prior agreement with the Port the Agency solicited proposals from qualified vendors
via Agency RFP 2013-4 to run a pilot project for natural gas engine retrofits. The Agency entered
into contract with Omnitek Engineering Inc. (Agency contract 2013-067) on September 30th 
2013. 
This Agreement shall supplant the expiring agreement between the Port and Agency to
allow for the completion of the "Feasibility Analysis".

Interlocal Agreement 2015007-0 

2.     Purpose and Scope of this Agreement. 
The purpose of this Agreement is to describe the project(s) and program(s) the Agency is
undertaking on behalf of the Port to reduce emissions of air pollutants from current and future
maritime operations. 
A.  Duties of Agency 
1.  Task 1, Complete Feasibility Analysis for Upgrading Drayage Truck Engines.  The
Agency will complete the following tasks: 
a)  Provide ongoing project management for the Feasibility Analysis. 
b)  Review and approve contract deliverables from the third-party contractor(s). 
c)  Review, approve, and pay for invoices from the third-party contractor(s) as
agreed upon in the third-party contractor's contract(s). 
d)  Provide ongoing communications to the Port on the status and outcomes of the
feasibility Analysis. 
e)  Provide consultation to the Port on suggested follow-on activities related to
the completion of the Feasibility Analysis. 
f)  Generate quarterly written reports detailing the progress on the Feasibility
Analysis. The first report shall be due October 30, 2014. 
B.  Duties of the Port 
1.  The Port will publicize the program(s) implemented by the Agency as part of this
Agreement. 
2.  The Port may provide recognition incentives for program participants. 
3.  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. 
4.  Reimburse the Agency for sub-contractor and administrative expenses as described in
section 3. 

3. Compensation. The Port has allocated $356,028.11 for the "Feasibility Analysis". The total amount
the Port owes under this Agreement shall not exceed the amount currently remaining from the original
$356,028.11 allocation.  A budget outlining pass-through and administrative expenses is herein
incorporated by reference and included as Attachment A. 
The Agency shall submit invoices to the Port monthly using a template approved by the Port for
reimbursement for services provided by the Agency and by the Agency's third-party contractor. The
Agency shall also submit an invoice to the Port at the end of this Agreement for Agency and third-party
contractor services. As part of the invoice, the Agency will provide a narrative describing the progress
made on each task that the Agency is administering under Section 2 of this Agreement. Charges for
Agency services should be broken down by the hour identifying: the task and/or subtask performed; the
name of the person(s) who performed the work; the actual wages and benefits per hour for the persons(s)
who provided the services; and the specific number of hours spent within a given billing period

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Interlocal Agreement 2015007-0 
(monthly). Indirect charges included in any invoice shall utilize the Agency's current federally approved
indirect rate, which shall be applied to direct wages and benefits. For third-party contractor expenses, the
Agency's invoice will include a copy of the invoice from the contractor. The Agency shall submit
invoices to the Port's Project Manager. All invoices shall be paid within thirty (30) days after review and
approval by the Port's Project Manager. The final invoice must be submitted no later than ten (10)
working days after the termination date of this Agreement. 

4.      Term. The effective date of this Agreement is July 1, 2014. No payments in advance or in
anticipation of services or supplies to be provided under this Agreement shall be made by the Port. Any
costs incurred prior to the effective date of this contract will be at the sole expense and risk of the
Agency. The termination date of this Agreement is June 30, 2015.

5.  Communications. The following persons shall be the contact person for all communications
regarding the performance of this Agreement. 
Port of Seattle                          Agency 
Project Manager:  Janice Gedlund, Air Quality  Project Manager: Scott DeWees 
Program Manager 
Port of Seattle,                            Puget Sound Clean Air Agency 
Seaport Environmental Programs, Pier 69 
P.O. Box 1209                       1904 Third Avenue, Suite 105 
Seattle, WA 98111-1209                 Seattle, WA 98101 
Phone: 206-787-7924                  Phone: (206) 689-4054 
Fax: (206) 787-3707                   Fax: (206) 343-7522 
E-mail address: Gedlund.j@portseattle.org       E-mail address: scottd@pscleanair.org 

6. Changes. The parties may, from time to time, require changes in the scope of services performed
under this Agreement. The parties shall mutually agree to the changes by written amendment to the
Agreement. 

7. Early Termination. Either party may terminate this Agreement at any time with or without cause by
giving a thirty day (30) written notice of such termination and by specifying the effective date of the
termination; provided, that the termination shall be preceded by a face-to-face meeting between the Port 
and the Agency. Upon termination of this Agreement, the Agency, in addition to any other rights
provided in this Agreement, may require the Port to deliver to the Agency any property specifically
produced or acquired for the performance of such part of this Agreement as has been terminated. 

8. Subcontracting. Neither party, nor any subcontractor of either party, shall enter into subcontracts for
any of the services or work contemplated under this Agreement without obtaining prior written approval
of the Agency. In no event shall the existence of any subcontract operate to release or reduce the liability
of the Port to the Agency for any breach in the performance of the Port's duties. 

9. Assignment. The work provided under this Agreement, and any claim arising thereunder, is not
assignable or delegable by either party, in whole or in part, without the express prior written consent of
the other party. 

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10. Indemnification. Each party to this agreement shall be responsible for its own acts and/or omissions
and those of its officers, employees and agents. No party to this agreement shall be responsible for the
acts and/or omissions of entities or individuals not a party to this agreement. 

11. Compliance with All Laws and Regulations. The parties shall comply with all applicable local,
state, and federal laws, regulations and standards necessary for the performance of this Agreement. 


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THIS Agreement is executed by the persons signing below, who warrant they have the authority to
execute this Agreement. 

PUGET SOUNDCLEAN            PORT OF SEATTLE 
AIR AGENCY 

By:                                By: 
Paul Roberts                           Tay Yoshitani 
Board of Directors, Chair                   Chief Executive Officer 
Date: __________                     Date: __________ 

Attest: 

By: 
Craig T. Kenworthy 
Executive Director 
Date: ___________ 

Approved as to Form: 

By:                                By: 
Laurie Halvorson                       Tom Tanaka 
Director of Compliance and Legal             Senior Port Counsel 
Date: __________                     Date: __________ 





Interlocal Regular Form No. 61-200 (Rev. 08/9/2012) cvp 


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Interlocal Agreement 2015007-0 

Interlocal Agreement 2015007-0 
ATTACHMENT - Budget & Expenditures to Date 
Feasibility Analysis for Upgrading       Administrative
Drayage Truck Engines                 Costs       Pass-Through     Total 
(Salaries, Benefits      Costs 
and Indirect) 
Total budget                       $ 156,028.11   $ 200,000.00   $ 356,028.11 
Expenses incurred through March 31,       $ 82,177.10   $ 5,000.00   $ 87,177.10 
2014 
Remaining                       $ 73,851.01  $ 195,000.00   $ 268,851.01 














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