Item 6f City of Seattle Duwamish FAST

INTERLOCAL AGREEMENT BETWEEN PORT OF SEATTLE AND CITY OF
SEATTLE FOR ITS IMPROVEMENTS 
This Interlocal Agreement ("Agreement") is made and entered into by and between the City of
Seattle, a municipal corporation of the State of Washington, hereinafter called the "City" and the
Port of Seattle, a municipal corporation of the State of Washington, hereinafter called the "Port",
for the purpose of sharing costs to fund the "Project". As used in this Agreement, "Project" means
the design and construction of intelligent transportation system (ITS) improvements in the
Duwamish and SODO areas of Seattle, to benefit the movement of freight and goods and
enhance the use of other Port related facilities, as further described in Section 1. The Port and
the City are also referred to in this Agreement collectively as "the Parties", and individually as a
"Party". 
Furthermore, this agreement establishes terms for the design, construction, maintenance and
operation of a Dynamic Message Sign on property owned by the Port at Terminal 5 through
temporary and permanent easements to be acquired under separate agreements. 
RECITALS 
A.  The assurance of continuing freight movement throughout Puget Sound is an issue of critical
strategic importance to the City and to the Port. 
B.  The Port has agreed to a contribution of $500,000 which the City will use towards the
intelligent transportation system (ITS) improvements in the Duwamish and SODO areas. 
C.  The Port is a member of the FAST partnership and part of the Project contribution represents
a portion of the Port's share of FAST projects originally estimated at $7.2 million in cost, not
to exceed 7%. 
D.  The City ITS Program includes the Duwamish ITS Phase 3 funds from the Washington State
Freight Mobility Strategic Investment Board (FMSIB) that are awarded to agencies to improve
the movement of freight and goods. 
E.  The deployment of ITS devices in the Duwamish and South Downtown (SODO) areas are
part of the City's overall ITS Strategic Plan. 
F. The deployment of ITS devices in Duwamish and SODO areas supports advance mitigation
for the Alaskan Way Viaduct construction projects. 
F.  Deployment of ITS devices is important towards transportation access to Port terminals and
movement of freight as well as cruise ship terminals. 
G.  The City has completed deployment of ITS devices as part of the Duwamish ITS Phase 2
project. 
H.  The Duwamish ITS Phase 3 Project includes the deployment and installation of four dynamic
message signs (DMS) that can be used to provide traffic information to trucks traveling to and
from Port terminals. 
I. The Duwamish ITS Phase 3 Project also includes deployment of CCTV cameras at strategic
locations to provide on-line visual assessment of traffic conditions in truck and key arterial
corridors.

INTERLOCAL AGREEMENT BETWEEN PORT OF SEATTLE AND CITY OF SEATTLE FOR ITS IMPROVEMENTS 

J. The City will also deploy a web based traffic flow map with links to existing and new CCTV
cameras as part of the ITS Program that can benefit users of Port facilities. 
K. Enhanced traffic control and operation will be provided on streets of importance to freight in
the Duwamish area. A basis for importance will be installation of advanced detection to
reduce vehicle delays. 
L.  The City completed a consultant selection, initiated designs for the Duwamish ITS Phase 3
Project and advance mitigation for the Alaskan Way Viaduct and Seawall Replacement
Project. 
M.  Construction for the Project and associated contracts is scheduled to start in 2009. 
N.  The Port has budgeted and available $500,000 for the Port's contribution to the cost of the
Duwamish ITS Phase 3 Project. 

NOW, THEREFORE, the parties agree as follows: 
1.  SCOPE OF WORK 
Project Title: Duwamish Intelligent Transportation System (ITS) Phase 3 and ITS Program
Projects. 
Description: The Duwamish ITS Phase 3 Project is part of the City's overall ITS Program titled
City Center/Duwamish ITS Phase 3 Project to deploy ITS devices in the Duwamish industrial area
of the City. This and other projects included in the City's ITS Program will design and install 
devices including closed circuit television cameras (CCTV), vehicle detection devices, traffic
controller cabinets, dynamic message signs ("DMS") and deploy a web-based traffic flow map of
City streets.
The DMS associated with Port funds are planned to be installed at the following locations: 
On E Marginal Way S at S Idaho St for southbound traffic using the First Ave S
Bridge 
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On 1  Ave S, north of S Bennett St for southbound traffic using the First Ave S
Bridge 
On the High-Level West Seattle Bridge (existing sign bridge structure) for eastbound
traffic 
At Terminal 5 for eastbound traffic at the barrier overpass and underpass to the
Spokane Street Swing Bridge 
CCTV cameras associated with Port funds are planned at the following locations: 
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SW Spokane St/11  Ave SW (Terminal 18) 
E Marginal Way S/ S Hanford St 
E Marginal Way S/S Idaho St 
Airport Way S/ S Lander St 
Corson Ave S/S Bailey St 
E Marginal Way S/ S Michigan St 
The City traffic flow map will depict priority City streets/corridors and have links to SDOT CCTV
cameras as well as posting of traffic alerts. The real time traffic flow information can be used to
plan routes or detours for freight operators and other users or Port terminals or facilities. 

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INTERLOCAL AGREEMENT BETWEEN PORT OF SEATTLE AND CITY OF SEATTLE FOR ITS IMPROVEMENTS 

Schedule: The design and construction of the project will be accomplished through four separate
contracts. Design work started in August 2007 and the City completed design for Contract 1,
which includes devices in Duwamish, 3Q2008. Contract 1 was readvertised and awarded by the
City in January 2009. Subsequent contract s deploying additional devices will be advertised in
1Q2009 and 2Q2009 (Contracts 2, 3 and 4) with construction starting in 2Q2009 and 3Q2009. 
Construction completion and deployment of a majority of improvements is scheduled to be
completed by 4Q2009 to 1Q2010 with full operation of devices in 2Q2010 . 
Deployment of the City Traffic Flow Map is scheduled in 1Q2009 on a limited basis with public
deployment scheduled late 2Q2009.
Project Consultants Using standard City procedures for federally funded projects, the City
selected HNTB as the Project Consultant on Contract 1 for the ITS Program and Transpo and
DKS as consultants for Contracts 2, 3 and 4. Harris and Associates will be used for Construction
Management and Administration of all contracts. 
2.  TERMS AND CONDITIONS 
Lead Agency: The City shall be the lead agency for the Project in regards to SEPA and NEPA
compliance and obtaining all necessary permits and/or agreements. As lead agency the City
shall be responsible for accomplishing all aspects of the Project Scope. 
Technical Reviews: Under terms of this Agreement, the Port shall participate in technical reviews
of the Project at 30%, 60% and 90% design milestones for Contract 1 and shall provide
consolidated comments back to the City within two weeks of receipt of drawings and/or
specifications. The Port further agrees to participate in meetings scheduled by the City to resolve
comments received during the review process. 
Additionally, the Port shall participate in technical reviews of Contracts 2, 3 and 4 for the ITS
Program and shall provide consolidated comments back to the City within two weeks of receipt of
drawings and/or specifications.
Agency Coordination: The City anticipates that interagency agreements will be required with the
Washington State Department of Transportation (WSDOT), Burlington Northern Santa Fe
Railroad (BNSF) and/or King County for right of way to install poles, foundations and
communications for DMS. The Port agrees to support the City in pursuit of interagency
agreements and/or permits necessary for the installation and maintenance of DMS devices. 
Public Involvement: The City shall be responsible of a public involvement and/or community
outreach process for the Project. The City shall develop a Community Outreach Plan for the
Project with the Port and other stakeholders in the Project. The Port shall be given at least two
weeks notice of any scheduled public meetings. 
Consultants: The City has retained engineering consultants for work funded by the Agreement
and for project management as necessary. If any real estate appraisals should be required for
this Project, appraisals shall be performed by appraisers under contract with the City. 
Contact Persons: The parties to this Agreement shall designate person(s) to act as liaison for the
Project. The contact persons shall meet on a scheduled basis at a frequency appropriate to the
phase and status of the Project. 
Schedule/Scope: The scope and schedule for the Project shall be mutually agreed upon by the
City and Port. All scope and schedule changes shall be coordinated by the City using a formal
documentation process that includes a Change Control Board (CCB) in the Capital Projects and

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INTERLOCAL AGREEMENT BETWEEN PORT OF SEATTLE AND CITY OF SEATTLE FOR ITS IMPROVEMENTS 

Roadway Structures Division (CPRS) in the Seattle Department of Transportation (SDOT). The
City shall not order or approve any substantial design changes to the Project without concurrence
from the Port in advance of CCB consideration. 
Dynamic Message Sign (DMS) at Terminal 5: The Port acknowledges that the installati on of a
DMS at Terminal 5 will benefit the movement of freight/trucks departing the facility. The DMS will
be located on property owned by the Port of Seattle that is currently managed by Eagle Marine
Services, Ltd. This Agreement further authorizes the City, its Consultants and Contractors
access to the Terminal 5 property, subject to advance coordination with the Port's Director for
Labor Relations, Safety and Security, for engineering design and construction of the DMS. 
Subsequent agreements for temporary construction easements, temporary possession and use 
and permanent construction easements with no compensation will be executed in order to use
federal funds for construction. 
Progress Reports: The City shall prepare progress reports on the Project on a quarterly basis.
Progress reports shall be forwarded to the Port within 30 days after each quarter. Reports shall
update the Project status related to schedule and expenditures and identify any issues that can
impact the scope and schedule of the Project and the related action plans to resolve the issues. 
Ownership and Maintenance: The City will own all Project improvements and will be responsible
for the reasonable maintenance of the improvements. As part of this agreement, the Port will
grant the City any easements to Port property that are necessary to facilitate the installation and
maintenance of any improvement to be installed under the scope of the Project. The grant of
these easements to the City will be in effect as long as the Project exists on Port property. If the
Project is removed, the easements will be revert to the Port. The granting of any easements from
the Port to the City is contingent upon the approval of the Port Commission. 
3.   COST REIMBURSEMENT AND FUNDING 
The Port agrees to contribute up to a maximum amount of Five Hundred Thousand Dollars
($500,000) toward funding for construction and deployment of ITS improvements as part of the
City's ITS Program under the following conditions: 
a)  All environmental review and documentation has been successfully completed and
documented. 
b) The ITS Program elements are consistent with the Port's needs and provide a direct
benefit to users of Port facilities. The Port and City will continue to work together to
ensure that any ITS elements funded by the Agreement meet the goals of both
Parties. 
c)  The City will provide the Port with 60% and 90% plans to review and will address
comments pertaining to elements funded by this Agreement prior to advertising for
bids. 
d)  The City will continue to coordinate improvements with the Port during construction
and provided quarterly status reports on progress. 
The contribution of these funds is contingent upon the approval of the Port Commission. The Port
agrees to reimburse the City $500,000 (inclusive of any applicable taxes) toward construction
and/or deployment of ITS improvements as outlined below: 
Contract 1 $100,000 upon Completion of the following devices: 
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a)  CCTV at SW Spokane St and 11  Ave SW (Terminal 18) 
b)  CCTV at E Marginal Way S and S Hanford St 
c)  CCTV at E Marginal Way S and S Idaho St 
d)  CCTV at Airport Way S and S Lander St 
e)  CCTV at Corson Ave S and S Bailey S 
f)   CCTV at E Marginal Way S and S Michigan St 

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INTERLOCAL AGREEMENT BETWEEN PORT OF SEATTLE AND CITY OF SEATTLE FOR ITS IMPROVEMENTS 

Contract 2 $50,000 upon Completion of the following devices: 
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a)  Vehicle detection devices on 1  Ave S 
Contract 3 $50,000 upon completion and operation of the following devices: 
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a)  Vehicle detection devises on 4  Ave S 
Contract 4 $250,000 upon Completion of the following devices: 
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a)  DMS for southbound traffic on 1  Ave S @ S Brandon St for First Ave S Bridge 
b)  DMS for southbound traffic on E Marginal Way S @ S Idaho St for First Ave S Bridge 
c)  DMS for eastbound traffic on the High-Level West Seattle Bridge existing sign bridge
structure 
d)  DMS at T-5 on-ramp to the Low-Level West Seattle Swing Bridge for eastbound
traffic 
Traffic Flow Map $50,000 upon Completion of the following milestones: 
a)  Deployment for limited review 
b)  Full deployment to public on SDOT website 

As used in this Agreement, "Completion" means the improvement has been constructed, installed
or implemented and has been placed in use. The City shall certify the Completion of each
device as outlined above through submittal of a joint letter from the SDOT Project Manager and
Signal Operations Manager. The Port will have four weeks in which to accept Completion of each
device. During this period, the Port reserves the right to request an inspection and confirm
operation of the device with the City. Any device not accepted by the Port when initially
submitted for acceptance will be resubmitted by the City within 90 days with documentation of
corrective measures to ensure it is operational for Port/public use. 
4.     AMENDMENT 
Either Party may request changes to the provisions contained in this Agreement. Such changes
to this Agreement shall be agreed upon and incorporated by written amendment to this
Agreement executed with the same formalities as the Agreement.

5.     NOTIFICATION 
Any notice required or permitted to be given pursuant to this Agreement shall be in writing, and
shall be sent postage prepaid by U.S. Mail, return receipt requested, to the following addresses
unless otherwise indicated by the Parties to this Agreement: 
To the CITY:        Seattle Department of Transportation 
Signal Operations Manager 
Seattle Municipal Tower 
Seattle, WA 98104 
To the PORT:       Project Manager 
Port of Seattle 
2711 Alaskan Way 
Seattle, WA 98121 


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INTERLOCAL AGREEMENT BETWEEN PORT OF SEATTLE AND CITY OF SEATTLE FOR ITS IMPROVEMENTS 

6.     RECORDS RETENTION AND AUDIT 
During the progress of the work and for a period not less than three (3) years from the date of
final payment to the City, the records and accounts pertaining to the Project and accounting
thereof are to be kept available for inspection and audit by the Port and copies of all records,
accounts, documents, or other data pertaining to the Project will be furnished upon request.  If 
any litigation, claim, or audit is commenced, the records and accounts along with supporting
documentation shall be retained until all litigation, claim, or audit finding has been resolved even
though such litigation, claim, or audit continues past the three year retention period. This
provision is not intended to alter or amend records retention requirements established by
applicable state and federal laws. 

7.     DISPUTES 
The designated representatives herein under section 5.0, NOTIFICATION, shall use their best
efforts to resolve disputes between the Parties. If the designated representatives are unable to
resolve a dispute, then the responsible Project directors for each Party shall review the matter
and attempt 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 resolve
disputes in a court of law or any other forum. 

8.     EFFECTIVENESS AND DURATION 
This Agreement is effective upon the date of execution and will remain in effect until Completion,
unless otherwise stated herein or unless amended or terminated.

9.     TERMINATION 
Either Party may terminate this Agreement at any time upon thirty (30) days written notice. If
either Party decides to terminate this Agreement, the Port shall reimburse the City for all costs
payable under this Agreement and all non-cancelable obligations that the City incurred prior to
termination. For the purposes of this Agreement, "non-cancelable obligations" are defined as
those costs that the City is obligated to pay as of the day that either Party provides notice that it is
terminating this Agreement, including the Port's percentage of the total cost of any phase of the
Project that the City has commenced prior to the Port's notice of termination, whether or not such
phase has reached Completion. 

11.    INDEMNIFICATION AND HOLD HARMLESS 
11.1   The Port and the City will each protect, defend, indemnify, and save harmless the other
Party, its officers, officials, employees, and agents from any and all costs, claims, judgment,
and/or awards of damages, including but not limited to reasonable attorney's fees, to the extent
arising out of, or in any way resulting from, each of the Party's own negligent acts or omissions.
Neither Party will be required to indemnify, defend, or save harmless the other Party if the claim,
suit, or action for injuries, death, or damages is caused by the sole negligence of the other Party.
Where such claims, suits, or actions result from the concurrent negligence of the Parties, the
indemnity provisions provided herein shall be valid and enforceable only to the extent of each
Party's own negligence. 

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INTERLOCAL AGREEMENT BETWEEN PORT OF SEATTLE AND CITY OF SEATTLE FOR ITS IMPROVEMENTS 

11.2   Each of the Parties agrees that its obligations under this section extend to any claim,
demand and/or cause of action brought by, or on behalf of, any of its employees or agents. For
this purpose, each of the Parties, by mutual negotiation, hereby waives, with respect to the other
Party only, any immunity that would otherwise be available against such claims under the
Industrial Insurance provision of Title 51 RCW to the extent necessary to provide indemnification
as required under this Agreement.
11.3   The indemnification, hold harmless, and/or waiver obligation described in this section
shall survive the termination of this Agreement. 

12.    VENUE 
12.1   This Agreement shall be deemed to be made in the County of King, State of Washington,
and the legal rights and obligations of the CITY and PORT shall be determined in accordance
with the laws of the State of Washington. All legal actions in connection with this Agreement shall
be brought in the County of King, State of Washington. 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement which shall be
effective upon the date of recording. 
PORT OF SEATTLE               CITY SEATTLE 

___________________________ ____________________________ 
Tay Yoshitani, Chief Executive Officer        Grace Crunican, Director 
Date: ________________              Date: ___________________ 

APPROVED AS TO FORM:           APPROVED AS TO FORM: 

__________________________ ________________________ 
Port of Seattle Legal Department           Seattle City Attorney 

Date: ___________________           Date: _____________________ 






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