INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Item No. 6c_attach Meeting Date: November 13, 2018 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE THIS INTER-LOCAL AGREEMENT ("Agreement") is entered into by and between the Port of Seattle, a Washington municipal corporation, ("POS") and The Northwest Seaport Alliance, a Washington Port Public Development Authority ("NWSA") (referred to herein individually as "Party" and collectively as the "Parties"). WHEREAS, the Port of Tacoma and the Port of Seattle have entered into an agreement to establish The Northwest Seaport Alliance pursuant to the following federal and state authorities: (1) the FMC Discussion Agreement, (2) an interlocal agreement with delegated powers exercised pursuant to the port joint powers statute (RCW 53.08.240) which expressly permits joint operation and investment outside of a port's district, (3) RCW 39.34.030, the state Interlocal Cooperation Act, and (4) pursuant to ESHB 1170, WA Session Laws of 2015-6, (Chapter 53.57 RCW), which authorizes the Ports to create a port development authority to use, operate and manage certain marine facilities jointly, to be known as the NWSA; WHEREAS, in order to improve efficiency in obtaining, the services necessary for the development, redevelopment, repair and maintenance of new and existing facilities, and providing for the operation of The Northwest Seaport Alliance, NWSA and POS desire to retain support services from one another pursuant to the terms and conditions contained herein; and WHEREAS, the Parties are authorized, pursuant to Chapter 39.34 RCW (the Inter-local Cooperation Act), to enter into this Inter-local agreement. NOW, THEREFORE, the Parties agree as follows: I. General Provisions for Support Services A. Duration of this Agreement. Services to be provided under the terms of this Agreement will be provided during Calendar Year 2019. This Agreement and attached Service Directive exhibits are effective between January 1, 2019 and December 31, 2019. Subsequent Inter-Local Agreements for Support Services, if any, will be executed on an annual basis. B. Services Provided. The NWSA and POS have agreed to provide support services to one another as defined in the Service Directive exhibits attached to this Agreement. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. The NWSA and POS, in their respective sole discretion, may obtain the services under this Agreement from entities other than the Parties to this Agreement. 1 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE C. Communications. Each Service Directive exhibit identifies the contact people for the Parties that will coordinate the work for each service area. It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. D. Employment, Policies and Procedures. During the term of this Agreement, individuals providing support services will remain full-time employees of their respective employer, who shall continue to be responsible for salary, benefits and retirement contributions. Nothing contained herein shall be construed as creating an employer/employee relationship between the individuals providing support services and the entity receiving the services. Staff providing support services will follow the policies and procedures of their respective employer in conducting the work. E. Billing Rate and Procedures. The charge for services will be determined during the budget cycle for the coming fiscal year. Based on the type of support service and as reflected on each specific Service Directive exhibit, costs will be allocated in one of the following ways: (1) monthly based on a fixed charge or formula, (2) charged to projects based on developed charge out rates or (3) performed as a fee for service based on predetermined charged out rates. F. Independent Municipal Governments. The Parties hereto are independent governmental entities and nothing herein shall be construed to limit the independent government powers, authority or discretion of the governing bodies of each Party. It is understood and agreed that this Agreement is solely for the benefit of the Parties hereto and gives 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 Party. G. Legal obligations. This Agreement does not relieve either Party of any obligation or responsibility imposed upon it by law. H. Timely Performance. The requirements of this Agreement shall be carried out in a timely manner according to a schedule negotiated by and satisfactory to the Parties. I. Recording. Copies of this Agreement shall be posted to the web sites of the Parties. J. Audit of Records. 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 by each Party and shall be available for inspection and audit by representatives of either Party and any other entity with legal entitlement to review said records. If any litigation, claim, or audit is commenced, the records 2 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE and accounts along with supporting documentation shall be retained until all litigation, claims, or audit finding has been resolved, even though such litigation, claim, or audit continues past the six-year (6) retention period. This provision is in addition to and is not intended to supplant, alter or amend records retention requirements established by applicable state and federal laws. II. Dispute Resolution A. Process. The Parties' designated representatives under Paragraph III herein shall use their best efforts to resolve disputes between the Parties. If the designated representatives are unable to resolve a dispute, then each Party's responsible Project Directors shall review the matter and use their best efforts 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 further resolve the dispute in any other forum. Any controversy or claim arising out of or relating to this Interlocal Agreement, or the breach thereof, which is not settled by agreement between the Parties, shall be settled by mediation in the State of Washington, in Pierce or King Counties. In the event either Party reasonably believes mediation will not result in a solution to the disagreement, mediation may be waived. B. Controlling law & Venue. This Agreement shall be construed and enforced according to the laws of the State of Washington. III. Notices A. Contact Persons. Any notice, demand, request, consent, approval or communication that either Party desires or is required to give to the other Party shall be in writing addressed to the other Party at the addresses as follows unless otherwise indicated by the Parties to this Agreement: NWSA: Erin Galeno, Chief Financial and Admin Officer PO Box 1837 Tacoma, WA 98401 egaleno@portoftacoma.com Port of Seattle: Dan Thomas, Chief Financial Officer PO Box 1209 Seattle, WA 98111 thomas.d@portseattle.org B. Receipt. Notice shall be deemed "received" on the date of actual delivery or the first attempted delivery as shown on the return receipt if mailed with the United States Postal 3 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Service by certified mail, return receipt requested, otherwise receipt if presumed three days after deposit of mail into US Mail, or by receipt of email. IV. Indemnification and Hold Harmless A. The Parties release each other from, and shall defend, indemnify, and hold each other and agents, employees, and/or officers harmless from and against all claims, demands, suits at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, made by or on behalf of the other Party and/or its agents, employees, officers, and/or subcontractors, arising out of or in any way related to this Agreement, unless and except to the extent the same be caused in whole or in part by the negligence of a Party or its agents, employees, and/or officers. B. This Agreement includes a waiver of subrogation against all losses sustained by either Party and/or its agents, employees, officers, subcontractors, and/or insurers, arising out of or related to this Agreement except to the extent the Parties' losses are caused in whole or in part by the negligence of the other Party or its agents, employees, and/or officers. C. Each Party specifically assumes liability for actions brought by its own employees against the other Party and for that purpose each Party specifically waives, as respects the other Party only, any immunity under the Worker's Compensation Act, RCW Title 51. D. Both Parties recognize that this waiver was the subject of mutual negotiation. In the event any Party incurs attorney's fees, costs or other legal expenses to enforce the provisions of this Agreement against the other Party, all such fees, costs and expenses shall be recoverable by the prevailing Party. E. No liability shall attach to any of the Parties by reason of entering into this Agreement except as expressly provided herein. F. 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. G. The provisions of this Article shall survive any termination or expiration of this Agreement. 4 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE V. 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. VI. Limits of Financial Obligations/Property ownership. Except as provided above, each Party shall finance its own conduct of responsibilities under this Agreement. No ownership of property will transfer as a result of this Agreement. VII. 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 approved by both parties in writing. WHEREFORE, the parties have executed this Agreement this ______ day of ______, ______. Northwest Seaport Alliance Port of Seattle John Wolfe Chief Executive Officer Steve Metruck Executive Director Date Date Attached Support Service Directives for Calendar Year 2019 Support Service Agreement between NWSA and POS: Exhibit 1 - Accounting, Finance, Treasury & Risk Management Support Services Exhibit 2 - Information Technology Support Services Exhibit 3 - Public Affairs Support Services 5 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Exhibit 4 - Managing Member and Executive Support Services Exhibit 5 - Legal and Public Records Support Services Exhibit 6 - Labor Relations Support Services Exhibit 7 - Capital Development Support Services Exhibit 8 - Environmental and Planning Support Services Exhibit 9 - Port of Seattle Police Support Services Exhibit 10 - Central Procurement Office Support Services Exhibit 11 - Security Support Services Exhibit 12 - Marine Maintenance Support Services Exhibit 13 - Pier 69 Facilities Management Support Services Exhibit 14 - Portfolio Management Support Services Exhibit 15 - Additional Support Services as Needed 6 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 1 Service Directive: Accounting, Finance, Treasury & Risk Management Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Accounting, Finance, Treasury & Risk Management Support Services to be provided by POS to The NWSA include the following: 1. Customer invoicing, accounts receivable, collections and cash application for NWSA customers in King County. 2. General accounting services for POS financial transactions associated with The NWSA. 3. Grant accounting services for $20 million #DTMA91G150002 DOT T46 Modernization Tiger Grant where POS is the prime and NWSA is the sub-recipient. POS Accounting is filing claims and required financial and progress reports per grant requirements and in accordance with the Uniform Grant Guidance. POS Accounting has provided and discussed grant compliance requirements with NWSA accounting in accordance with 2 CFR 200.331. 4. Grant reporting related to the Clean Air Program including compliance and ongoing reporting. 5. In conjunction with POT, provide NWSA Capital Project Spending data and coordinate Cash Reimbursement for 50% of total project spending on monthly basis 6. In conjunction with POT, provide information, resources and expertise to ensure The NWSA is in compliance with Generally Accepted Accounting Principles, Government Accounting Standards and specific Accounting policies as developed by The NWSA. 7 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE 7. Coordination with POT in creation of The NWSA budget including operating budgets, 5-10 year capital plan (including major expense projects and public expense projects) and 5-10 year financial forecasts for use in development of the POT and POS funding plans. 8. Coordination with POT in preparation of periodic performance reports for The NWSA comparing actual results to budget and forecasting full year financial results. 9. Coordination with POT on Environmental Services and related budgeting, forecasting, program planning and processing, coding and payment of invoices as well as reporting on various Environmental Services related contracts (Environmental Finance). 10. Treasury activities including short-term cash management and investments associated with the NWSA. 11. Financial Planning and Analysis including financial and funding analysis for investment decisions for The NWSA and coordination in support of Managing Member debt management. 12. Provide risk management services to The NWSA for NWSA-licensed properties in King County and as requested. Scope includes negotiation/update of insurance policies; process claims; consult on risk management aspects of contracting. Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Charges1 Risk Management Fixed Basis for Charge Charge based on the standard allocation. Hourly Rate, Fixed Percentage or Formula 2.50% of actual spending 2019 Budgeted Amount2 $21,738 1 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 2 Preliminary budget amount - subject to final budget approval. 8 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Insurance Finance & Fixed Fixed Property insurance is direct charged to the subclass for the NWSA, and based on replacement value of the property. The budgeted amount is $177,000. $177,000 Excess marine liability is based on the cost allocation provided by the NWSA. The NWSA is buying the Port's portion and charging the Port back for this coverage. The budgeted amount is $102,500 for the 2019 budget year from January 1 through September 30; Starting on October 1, 2019 the NWSA will pay for excess liability insurance directly, with no charge back to Port. All other insurance allocated to the subclass direct at 2.07%. Based on property value and cost of risk in each operating division and NWSA. $102,500 Port auto primary policy for P-69 fleet used by NSWA employees at P-69; $10,000 policy; Port pays $7,000 and NWSA is charged $3,000 (The $3,000 is direct charged to NWSA and not in the general Org 1335 Allocation of the 2.07%). Based on estimated 9 2.07% is the allocation for other liability insurance and broker fees, from the Org 1335 budget. $43,607 $3,000 8.4% of $180,145 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Budget support services provided by each staff to each operating division and NWSA. Maritime Project Based on estimated Finance & Charge/Fixed support services provided Budget by each staff to each operating division and NWSA. Environmental Project Based on estimated Finance Charge/Fixed support services provided by each staff to each operating division and NWSA. AFR Core Fixed Charge based on the Services standard allocation. AFR Revenue Services Fixed AFR Disbursements Fixed AFR General Accounting Fixed AFR Business Technology Fixed AFR Financial Reporting Fixed Based on support services and activities provided by staff to each operating division and NWSA. Based on support services and activities provided by staff to each operating division and NWSA. Based on support services and activities provided by staff to each operating division and NWSA. Charge based on the standard allocation. Charge based on the standard allocation. actual spending 8.0% of actual spending (for fixed method) 8.8% of actual spending (for fixed method) 2.5 % of actual spending 2.0% of actual spending $83,563 1.0% of actual spending $17,315 2.5% of actual spending $54,478 0% of actual spending 2.5% of actual spending $0 $50,647 $18,162 $40,095 $23,456 Accounting, Finance, Treasury & Risk Management Support Services to be provided by The NWSA to POS include the following: 1. None. 10 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Primary Contacts: NWSA - Erin Galeno POS - Dan Thomas It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Before January 1, 2019, agreements will be made on desired standard report formats and frequencies.  Accounting services will be provided on standard schedules consistent with, and coordinating with, POT and POS accounting schedules. 11 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 2 Service Directive: Information Technology and Business Process Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Information Technology and Business Process Support Services to be provided by POS to The NWSA include the following: 1. Provide technology for the POS support service groups that will be providing services to the NWSA. This may include (but is not limited to): MAXIMO, CAD, Police Systems (including 911 dispatch), Financial Systems, Project Delivery System, Construction Document Management System, Contractor Management Systems, Debt Management System, Emergency Communications, Engineering Archives, Access Control ID Badge, and GIS, as well as PC, desktop software and technology infrastructure support for those groups that are providing support to the NWSA. 2. Provide WiFi connectivity for NWSA staff working from POS offices. 3. Provide support for Marine Terminals Information System, used by NWSA staff. 12 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Cost for Service and Charge Methodology - POS to The NWSA: Functions Method of Charges3 PC and Service Desk Support Fixed allocation Direct Support Direct charges Direct Support Direct charges Indirect Technology Support. Charges for POS service providers using technology while working for NWSA. ICT costs are allocated to subclasses of POS service groups which are then reallocated to NWSA as appropriate. Basis for Charge PC counts. NWSA has turned in their Port PC's that are not required, so their PC count is 0. Support for Marine Terminals Information System Service requests from NWSA staff for miscellaneous IT services while they are at P69, or accessing Port of Seattle systems PC Counts for Infrastructure, PC Support and Service Desk. Hourly Rate, Fixed Percentage or Formula 0% of PC-related costs 2019 Budgeted Amount4 $0 Estimated annual labor costs $812 Time and materials $0 Actual charges expected to be minimal Estimated at 2.5% of total ICT budget ($24M) $591,651 Systems Support Costs for Business Applications. 3 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 4 Preliminary budget amount - subject to final budget approval. 13 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Information Technology and Business Process Support Services to be provided by The NWSA to POS include the following: 2. None. Primary Contacts: NWSA - Erin Galeno POS - Matt Breed It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  To be determined. 14 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 3 Service Directive: Public Affairs Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Public Affairs Support Services to be provided by POS to The NWSA include the following: 4. POT and POS External Affairs/Public Affairs staff will work closely together to support the NWSA. It is anticipated that at least for the Transition Period, the Alliance will likely not have additional External Affairs staff. Public Affairs services include: o Government affairs o Communications o Community Engagement o Regional transportation planning - road and rail o International business protocol liaison o Office of Social Responsibility relations Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Chargesi Basis for Charge 15 Hourly Rate, Fixed Percentage 2019 Budgeted Amountii INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Public Affairs Fixed Public Affairs will provide services to The Northwest Seaport Alliance (NWSA) on issues and projects where the unique knowledge, capabilities and relationships of the POS homeport staff are essential to advancing NWSA business priorities and the Port of Seattle's Century Agenda objectives. The cost allocation is based on the estimated staff time supporting each operating division and the NWSA. or Formula 9.5% of actual spending $781,918 External Affairs Support Services to be provided by The NWSA to POS include the following: 3. None. Primary Contacts: NWSA - Kurt Beckett POS - Pearse Edwards It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Public Affairs will provide any necessary services to the NWSA. 16 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 4 Service Directive: Managing Member/Commission & Executive Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Managing Member/Commission & Executive Support Services to be provided by POS to The NWSA include the following: 4. POS executive and Commission staff will coordinate closely with NWSA staff to provide support for NWSA Managing Member meeting coordination. Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Chargesiii Basis for Charge Commission Office Fixed Charge based on the standard allocation. Executive Office Fixed Charge based on the standard allocation (after direct charges to the POS operating divisions). 17 Hourly Rate, Fixed Percentage or Formula 2.5% of actual spending 2.2% of actual spending 2019 Budgeted Amountiv $53,387 $43,023 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Managing Member/Commission & Executive Support Services to be provided by The NWSA to POS include the following: 1. None. Primary Contacts: NWSA - Judi Doremus POS - Mike Merritt It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Will provide any necessary services to the NWSA. 18 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 5 Service Directive: Legal & Public Records Management Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Legal & Public Records Management Support Services to be provided by POS to The NWSA include the following: 5. Provide legal services to The NWSA associated with NWSA-licensed properties in King County, contracts, NWSA legal matters and workplace responsibility. Coordinate with POT legal support and outside counsel. 6. Provide legal services for project-specific environmental matters, litigation, specific claims, focused contract negotiations, etc. 7. Coordinate services of outside counsel as appropriate. 8. Provide POS portion of state-mandated NWSA records management, and support for NWSA PDR requests. This work will be done at the direction of Alliance Public Records Officer Debbie Givens. 19 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Charges5 Basis for Charge Attorney Services Fixed Charge based on the direct charge and standard allocation. Records Management Fixed Charge based on the standard allocation. Hourly Rate, Fixed Percentage or Formula Standard allocation is 2.5% of actual spending 2.5% of actual spending 2019 Budgeted Amount6 Direct Charge: $45,000 Allocation: $68,479 Total: $113,479 $10,902 Legal & Public Records Management Support Services to be provided by The NWSA to POS include the following: 5. None. Primary Contacts: NWSA - Kurt Beckett POS - Tom Tanaka It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Legal and Public Records Management will provide any necessary services to the NWSA. 5 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 6 Preliminary budget amount - subject to final budget approval. 20 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 6 Service Directive: Labor Relations Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Labor Relations Support Services to be provided by POS to The NWSA include the following: 9. Management and negotiation of CBA and other labor relations activities for represented employees working for POS under service agreements to NWSA (eg: Marine Maintenance, Port Construction Services). Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Chargesv Basis for Charge Labor Relations Fixed Allocation is based on number of represented employees and the number of collective bargaining units for AV and Non-AV divisions, as well as local unions outreach efforts related to labor relations. Hourly Rate, Fixed Percentage or Formula 4.5% of actual spending 2019 Budgeted Amountvi $59,831 Labor Relations Support Services to be provided by The NWSA to POS include the following: 6. None. 21 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Primary Contacts: NWSA - John Wolf and Dustin Stoker POS - David Freiboth It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Labor Relations will provide any necessary services to the NWSA. 22 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 7 Service Directive: Capital Development Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Support Services to be provided by POS Capital Development Division to The NWSA include the following: 1. Infrastructure Project Delivery a. POS staff will support The NWSA with project delivery for NWSA projects in King County. Services include project management, engineering, public works contract procurement, construction management, construction safety, and construction inspection. Note: This does not restrict staff from working on NWSA projects in Pierce County, but for budgeting purposes, the assumption is that for initial years of operation, project delivery will be within homeport geography. 2. Port Construction Services (PCS) a. NWSA will contract with Port Construction Services for small works construction services at NWSA-licensed properties in King County. 3. Seaport Project Management (SPM) POS staff will support The NWSA with project delivery for NWSA projects in King County. Services for projects start from the initial phase of project initiation to the last phase of project closeout. SPM project delivery processes include the following phases: initiation, planning, design, execution, any grant related work and closeout. 23 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Cost for Service and Charge Methodology - POS to The NWSA: Functions Method of Charges7 Basis for Charge Project Charges Expense Projects, Direct Charge & Project Costing overhead Variable Driven Charge allocation for department expense Expense Projects , Direct Charges and Project Cost OH Engineering VDC Seaport Project Management Capital Development Administration Project Charges VDC Fixed Variable Driven Charge allocation for department expense Charge based on the standard allocation. Hourly Rate, Fixed Percentage or Formula 2019 Budgeted Amount8 $135,564 9.9% of actual spending $446,379 $310,021 67.7% of actual spending 2.5% of actual spending $280,169 $11,647 Amounts identified in this table reflect Operating Budget only. Capital Budget spending is detailed in the Capital Budget section of the 2019 Budget and Business Plan and Plan of Finance. Capital Development Support Services to be provided by The NWSA to POS include the following: 7. None. Service Level Expectations:  Will provide any necessary services to the NWSA. 7 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 8 Preliminary budget amount - subject to final budget approval. 24 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE a) Project Delivery: Project delivery and construction inspection will be provided in accordance with the authorization for projects. Approval: All services provided by POS for the NWSA shall be approved and/or authorized by the NWSA. The NWSA Master Policy is the controlling document for authorization of projects. Execution of work shall be consistent with relative policies and procedures for each organization. Request for Services: All requests for services shall be documented and include scope of work, period of performance, cost of service, and any other information necessary for describing the work and how it shall be completed. Any changes to the agreed to terms of services shall be documented and agreed to by all parties. b) Performance Measures and Metrics: This section outlines the performance measures and metrics upon which service under this SLA will be assessed. Shared Service Centers and Customers will negotiate the performance metric, frequency, customer and provider service responsibilities associated with each performance measure. Measurements of the Port of Seattle activities are critical to improving services and are the basis for cost recovery for services provided. The Port of Seattle and The Northwest Seaport Alliance have identified activities critical to meeting The NWSA's business requirements and have agreed upon how these activities will be assessed. 25 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Service Area Type of Measure9 Performance Measure (SMART Specific, Measurable, Achievable, Relevant, Time Bound) Projects appropriately authorized and work completed in accordance with appropriate policies and procedures Target Conformance with appropriate and applicable policies and procedures Management Scope Accuracy Project definitions, as defined in the basis of design or 30% design documents, are accurate and complete Properly documented Budget Accuracy Projects are completed within authorized amounts Project spending does not exceed current authorization Schedule Accuracy Work is delivered on time Schedules are developed and agreed to by all parties 0 deficiencies reported on the Compliance Report Primary Contacts: NWSA - Dakota Chamberlain POS - Ralph Graves It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. 9 Type of Measure Options: - Time Based - measure is time bound - duration, frequency, by a specific date, etc... - Management - measure dealing with or controlling issues, communications, or staff - Accuracy - measure to have a specified level of accuracy to be measurable - Other - measure that doesn't fit into category above 26 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT - 08 Service Directive for Environmental Services & Planning Support Services by and between Port of Seattle and The Northwest Seaport Alliance This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA). 2) Purpose: The purpose of this exhibit is to identify the services provided by the Port of Seattle Maritime Environment and Sustainability with regard to Support Services listed in the title for The Northwest Seaport Alliance. This exhibit defines the mutually agreed upon scope of services, cost for services, charge methodology, and service level expectations to include performance measures and monitoring. Refer to the governing Inter-Local Agreement for terms under which these services are provided. 3) Time period: This agreement is for calendar year 2019. 4) Scope of Services to be provided by POS to The NWSA a) Environment & Sustainability Services i) POS has common interest in meeting POS and NWSA air quality goals and reducing Greenhouse Gas emissions according to goals established by the individual ports and the commonly managed properties under the NWSA. NWSA, POT & POS staff agree to coordinate closely on regional programs, sharing data, strategy development, and alignment of programs. Time spent on these programs are staffed and paid for by each organization, although collaboration and coordination of tasks will be required. Programs of common coordination include: (1) Northwest Ports Clean Air Strategy update (2) Green Gateway awards (3) Emissions accounting If individual ports or NWSA requires additional time spent on project led actions for work outside of the common strategy development and beyond requirements of individual port, actual costs (based on analysis of work activities, staff and consultant contracting time) will be applied to the project with approvals by the project lead. 27 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE ii) POS staff will provide hazardous material cleanup response, hazardous material cleanup, illicit discharge response and management of hazardous material disposal on NWSA projects if requested. iii) POS staff will provide The NWSA with project delivery of environmental services for NWSA capital projects in the NWSA North Harbor. Services include planning, permitting, SEPA/NEPA, environmental remediation and habitat mitigation. Project costs associated with permit fees, staff time, and outside services required for permit acquisition will be charged to the project. iv) POS staff will support NWSA on an as-needed basis, including land use planning, project-related planning and mitigation. Land use planning will include feasibility studies, development proposals, city regulatory or policy changes, as it applies to the area in and around NWSA managed properties. Examples include Arena and Pier 1 development requests. POS staff will provide the following as it relates to this work: 1) Be a conduit for NWSA with the Seattle Office of Planning and Community Development (OPCD) 2) Maintain working knowledge of Seattle Department of Construction and Inspection (SDCI) procedures as they may relate to NWSA projects 3) Maintain working knowledge of King County land use planning activities and initiatives. 4) Maintain general awareness of projects and outreach efforts of neighborhoods that surround NWSA properties 5) Maintain an understanding of NWSA goals and primary drivers, using this information as appropriate during NWSA related meetings and communications 6) Have a weekly conversation with the NWSA Planning Manager. If NWSA requires additional resources to deliver a specific project, study or analysis requiring outside services, the actual costs (based on analysis of work activities, staff and consultant services) will be negotiated and paid for separately. 28 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE 5) Cost for Service and Charge Methodology - POS to The NWSA: Service Area and Department Method of Charges10 Environmental Services Admin Fixed Maritime Environmental Services Project charges Planning Land Use Support Fixed Basis for Charge Charge based on the standard allocation. Percentage of POS Environmental & Planning department Budget/Actual costs based on analysis of work activities as determined in connection with development of 2018 Operating Budget. includes staff and contracting time for Outside Service for hazardous materials, air and spill response Percentage of POS Planning department Budget/Actual costs based on analysis of work activities as determined in connection with development of 2018 Operating Budget. Hourly Rate, Fixed Percentage or Formula 2.5% of actual/budgeted spending 4.1% of actual/budgeted spending 2019 Budgeted Amount11 12.3% of actual / budgeted spending $25,916 $14,417 $130,973 6) Scope of Services to be provided by The NWSA to POS a) It is anticipated that the following support will be provided by the NWSA environmental team: i) NWSA has common interest in meeting POS and NWSA air quality goals and reducing Greenhouse Gas emissions according to goals established by the individual 10 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 11 Preliminary budget amount - subject to final budget approval. 29 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE ports and the commonly managed properties under the NWSA. NWSA, POT & POS staff agree to coordinate closely on regional programs, sharing data, strategy development, and alignment of programs. Time spent on these programs are staffed and paid for by each organization, although collaboration and coordination of tasks will be required. Programs of common coordination include: (1) Northwest Ports Clean Air Strategy update (2) Green Gateway awards (3) Emissions accounting If individual ports or NWSA requires additional time spent on project led actions for work outside of the common strategy development and beyond requirements of individual port, actual costs (based on analysis of work activities, staff and consultant contracting time) will be applied to the project with approvals by the project lead. 7) Cost for Service and Charge Methodology - The NWSA to POS Service Area and Department Air Quality Service Item (fromSD title) Method of Charges Basis for Charge Hourly Rate, Fixed Percentage or Formula 2019 Budgeted Amount As mutually agreed to per text Based on current billable rate Undetermined - as needed basis 30 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE 8) Partnership Expectations: a) POS and NWSA agree to: i) work cooperatively to share information ii) communicate on a regular basis via phone and meetings to keep each other appraised of issues of mutual interest iii) Jointly decide level of engagement and participation iv) respond to each other's requests in a timely manner v) raise any concerns or issues in a timely manner and work cooperatively to resolve 9) Primary Contacts: a) NWSA - Jason Jordan, Deanna Seaman, Sara Cederberg, Diedre Wilson b) POS - Sandra Kilroy, Joseph Gellings, Paul Meyer, Jane Dewell, Mike DeSota It is expected that the identified contact people will communicate frequently to coordinate the work, to confirm that services are provided, and to evaluate financial performance. 31 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 9 Service Directive: Port of Seattle Police Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Port of Seattle Police Support Services to be provided by POS to The NWSA include the following: 10. The NWSA will contract with POS Port Police for services at NWSA-licensed properties in King County. Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Chargesvii Police Fixed Basis for Charge Hourly Rate, Fixed Percentage or Formula The overall Allocation was 2.1% of based on hours in assigned to actual particular units. Hours are spending provided from the Police scheduling system from July 1, 2017 through June 30 2018. Breakdown of allocation to Maritime units was determined from calls for service to specific properties. 32 2019 Budgeted Amountviii $625,115 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Port of Seattle Police Support Services to be provided by The NWSA to POS include the following: 2. None. Primary Contacts: NWSA - Dustin Stoker POS - Rod Covey; Michael Villa It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Port of Seattle Police will provide any necessary services to the NWSA. 33 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 10 Service Directive: Central Procurement Office Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Central Procurement Office (CPO) Support Services to be provided by POS to The NWSA include the following: 11. Provide procurement services associated with NWSA projects in King County 12. Provide procurement services as necessary to support NWSA staff working from POS offices. Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Chargesix Central Procurement Office CPO Construction Fixed Basis for Charge Charge based on the standard allocation. Project Use Project Costing Charge/Fixed Charge first; and then use the standard allocation formula. The vast amount of our work is Capital with some Expense. 34 Hourly Rate, Fixed Percentage or Formula 2.5 % of actual spending 2.5 % of actual spending (for fixed method) 2019 Budgeted Amountx $101,850 $14,167 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Primary Contacts: NWSA - Erin Galeno POS - Nora Huey It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Service will be provided as needed where POS Central Procurement Office can aid and assist Alliance efforts through direct procurement, allowing use of POS contracts or working collectively on mutual procurement needs. 35 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 11 Service Directive: Security Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Security Support Services to be provided by POS to The NWSA include the following: 13. POS will manage contract security services as needed at NWSA-licensed properties in King County. Those contract security charges will be billed to NWSA. 14. Maintain compliance with the Maritime Transportation Security Act (MTSA) at all properties. 15. Maintain security personnel services for properties to provide for the protection of the asset from theft, vandalism and other criminal activities. 16. Maintain security personnel services and U.S. Coast Guard required Facility Security Plan (FSP) for properties to maintain compliance with MTSA and applicable laws, regulations, policies and procedures. 17. Provide emergency management services to ensure continuity of operations, mitigation of hazards and coordinated responses to planned and unplanned emergent/emergency events. 18. Maintain liaison with Federal, State, County, City and other governmental and law enforcement agencies for legal/regulatory compliance and emergency management, to include act as representative for Maritime Security Committees. 19. Maintain the ability of the facilities to communicate effectively on the Port of Seattle 800 MHz Radio System through radios provide by the Port of Seattle and operated through a Memorandum of Agreement with the tenants as part of the emergency management and security program. 36 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE 20. Coordinate drills and exercises of security plans and emergency management activities with all Port of Seattle Maritime Properties and the appropriate federal, state and local authorities in order to maintain regulatory/legal requirements and operational readiness. 21. Represent the Port of Seattle and all Maritime properties and activities at the U.S. Coast Guard Area Maritime Security Committee. 22. Represent Washington State Public Ports on the Puget Sound Harbor Safety Committee. 23. Where appropriate, maintain Port of Seattle access control program and infrastructure for access to facilities in compliance with U.S. Coast Guard regulations. 24. Where appropriate, maintain Port of Seattle video surveillance program and infrastructure for video surveillance of Port of Seattle properties. 25. Maintain Port of Seattle 24 hour a day, 7 day a week Duty Officer response telephone number for security and emergencies (206) 787-3688 26. Where appropriate, provide safety, security and emergency management training for Port of Seattle personnel, contractors, vendors and tenants. 27. Where appropriate, maintain the Port of Seattle TWIC program for maritime facilities. 28. Technical support of Police Dispatch Services. 29. Cyber Security protection, detection and response services. 37 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Charges12 Basis for Charge Information Security Fixed Charge based on the Allocation standard allocation. Contract Security Services Direct Charges Budget/Actual expenditures for contract security at NWSA-licensed properties. Initial estimate of costs to be determined in connection with development of 2019 Operating Budget. Hourly Rate, Fixed Percentage or Formula 3.0% of actual spending Budgeted/ Actual spending 2019 Budgeted Amount13 $48,172 $500,000 (including $241,262 direct charge to org/class 0102) Contract Security Services to be provided by The NWSA to POS include the following: 8. Contract security guard services at Terminal 5 to provide for perimeter security, deterrence of theft, vandalism, criminal activity in the preservation of the value of the asset, and compliance with USCG MTSA requirements. 9. Contract security guard services at other NWSA facilities not occupied by a tenant to prevent theft, vandalism and criminal activity in the preservation of the value of the asset, and compliance with USCG MTSA requirements as applicable. Primary Contacts: NWSA - Dustin Stoker POS - Russ Read 12 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 13 Preliminary budget amount - subject to final budget approval. 38 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Monthly billing statements for security personnel to be provided by the Port of Seattle Maritime Security program to the NWSA for services provided.  The Port of Seattle provides 24 hour a day, 7 days a week security and emergency response via the Maritime Duty Officer telephone number (206) 787-3688.  Other service level expectations to be determined as needed. 39 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 12 Service Directive: Marine Maintenance Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Support Services to be provided by POS Marine Maintenance to The NWSA include the following: 30. The NWSA will contract with POS Marine Maintenance for facility maintenance services at NWSA license properties in King County. 31. Other to be determined. 32. Other to be determined. 40 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Charges14 Marine Maintenance Direct Charges Marine Maintenance NWSA Mitigation Parks Basis for Charge Project and other work as budgeted in 2019 Operating Budget. Actual charges will be for actual projects and work performed. Overhead To be based on pro-rata not direct share of cost of total charged projects and other work through performed for NWSA, overhead Maritime Division and rate Economic Development Division. Direct Project and other work as Charges budgeted in 2019 Operating Budget. Actual charges will be for actual projects and work performed. Hourly Rate, Fixed Percentage or Formula 12.8% 100% 2019 Budgeted Amount15 $1,799,087 Total direct charge budget NWSA subclasses $1,187,889 Total allocations Maintenance $46,410 Total direct charge budget for Mitigation Parks subclass Marine Maintenance Support Services to be provided by The NWSA to POS include the following: 10. None. Primary Contacts: NWSA - Dustin Stoker 14 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 15 Preliminary budget amount - subject to final budget approval. 41 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE POS - Skip Himes; Tyler Cooley It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  To be determined. 42 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 13 Service Directive: Pier 69 Facilities Management Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Pier 69 Facilities Management Support Services to be provided by POS to The NWSA include the following: 33. POS will provide the NWSA with the following fully serviced office space for the NWSA employees housed at Pier 69: a. Three (3) enclosed window offices totaling 486 s/f b. One (1) unenclosed window offices totaling 162 s/f c. Twelve (12) standard workstations totaling 904 s/f d. One (1) file storage bank totaling 102 s/f 34. POS will provide fully serviced office space, conference space and common use space for those POS service groups housed at Pier 69 that provide services to NWSA. 35. POS will provide the NWSA with use of the commission chambers, conference center, and common use space at Pier 69. 36. POS will provide NWSA employees housed at Pier 69 with access to the motor pool fleet. 43 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Charges16 Pier 69 Facilities Management Fixed Basis for Charge Hourly Rate, Fixed Percentage or Formula Percentage of office space 5.3% of charges based on % of overall actual square feet occupied by spending NWSA staff housed at POS plus allocation, based on corporate allocations for some larger departments, and default corporate allocations for others, of office space occupied by Corporate and CDD groups. 2019 Budgeted Amount17 $102,584 Pier 69 Facilities Management Support Services to be provided by The NWSA to POS include the following: 11. None. Primary Contacts: NWSA - Erin Galeno POS - Nick Milos It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. 16 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 17 Preliminary budget amount - subject to final budget approval. 44 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Service Level Expectations:  Pier 69 Facilities Management will provide NWSA with the same high level of service it provides to the POS.  POS employees and NWSA employees housed at Pier 69 will be subject to the same policies and procedures with respect to requesting and receiving facility management services. 45 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 14 Service Directive: Portfolio Management Support Services This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Portfolio Management Support Services to be provided by POS to The NWSA include the following: 37. For NWSA-licensed properties in King County, POS staff will provide property management information tracking including updating of software system for lease management, property management, tenant management, insurance and surety compliance management, coordination with billing/invoicing, and current routine reporting. Additional reports as requested may be subject to additional charges. 38. For NWSA-licensed properties in King County, POS staff will provide utility administration including processing of utility invoices and billing of tenants their share of utility expense as well as reimbursement of tenants paying utility providers directly where Port or other tenants are also using those services. Services also include budgeting for relevant utility revenue and expense accounts. 46 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Cost for Service and Charge Methodology - POS to The NWSA: Service Area Method of Charges18 Basis for Charge Portfolio Management (also includes Central Harbor Mgmt, Maritime Industrial Admin, Marina Office & Retail Mgmt) Fixed Percentage of Portfolio Management department costs based on analysis of work activities as determined in connection with development of 2019 Operating Budget. Hourly Rate, Fixed Percentage or Formula 17.2% of actual spending 2019 Budgeted Amount19 $173,649 Portfolio Management Services to be provided by The NWSA to POS include the following: 12. None identified at this time. Primary Contacts: NWSA - Don Esterbrook POS - Melinda Miller, Joe Pelonio It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  Timely and accurate. 18 Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. 19 Preliminary budget amount - subject to final budget approval. 47 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE EXHIBIT 15 Service Directive: Additional Support Services as Needed This document is an Exhibit to the Inter-Local Agreement for Support Services By and Between the Port of Seattle (POS) and The Northwest Seaport Alliance (NWSA) for Calendar Year 2019. The NWSA and POS have agreed to provide support services to one another as defined in Service Directive exhibits. Each Service Directive exhibit defines the scope of services, cost for services, charge methodology, and service level expectations for each service area to be provided. Refer to the governing Inter-Local Agreement for terms under which these services are provided. Time period: This agreement is for calendar year 2019. Scope of Services and Costs for Service: Additional Support Services to be provided by POS to The NWSA as Needed: 13. POS will provide miscellaneous additional support services as requested by The NWSA. The specific scope of those services will be determined at the time of the request. These are services that are not covered by one of the other service agreement exhibits. Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined Cost for Service and Charge Methodology - The NWSA to POS: Service Area Method of Charges Any other supporting services that are not listed on the Exhibits Direct charges based on the services provided. 48 Basis for Charge TBD Hourly Rate, Fixed Percentage or Formula TBD INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE Primary Contacts: NWSA - Kurt Beckett POS - Dan Thomas & Michael Tong It is expected that the identified contact people will communicate frequently, to coordinate the work, to confirm that services are being provided in a manner that meets service level expectations, and to evaluate monthly financial performance of actual vs. projected spending. Service Level Expectations:  To be determined for each individual service to be provided at the time of request. i Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. ii Preliminary budget amount - subject to final budget approval. Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. iii iv v vi Preliminary budget amount - subject to final budget approval. Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. Preliminary budget amount - subject to final budget approval. 49 INTER-LOCAL AGREEMENT FOR SUPPORT SERVICES BY AND BETWEEN THE PORT OF SEATTLE AND THE NORTHWEST SEAPORT ALLIANCE vii Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. viii Preliminary budget amount - subject to final budget approval. Method Options: Fixed, Project Charges, Fee for Service/Variable. Costs associated with support services will be charged to the Alliance as follows:  Fixed allocation - Charged as a fixed allocated percentage or formula that will be applied monthly to the actual expenditures.  Project Charges - Charged to specific projects based on current procedures.  Fee for Service/Variable - Charges will be tracked and charged based on level of use monthly at rates agreed to when need for service is determined. ix x Preliminary budget amount - subject to final budget approval. 50