Interlocal Agreement Between

The Port of Seattle & SCCtv

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Item No.

8b_attach

Date of Meeting

July 25, 2023

INTERLOCAL AGREEMENT

between

The Port of Seattle

and

Seattle Colleges Cable Television

THIS AGREEMENT is made and entered into by and between the Port of Seattle (“Port”) and Seattle

Colleges Cable Television (“SCCtv”), a part of Seattle Community College District VI.

IT IS THE PURPOSE OF THIS AGREEMENT to videotape, stream, and make available to the public the

Port of Seattle Commission’s meetings, provide online hosting/on-demand streaming of the video,

audio and digital documents for each Port of Seattle Commission meeting, and provide video stories

that increase awareness about Port programs or opportunities for the public, under the authority of

the Washington State Interlocal Cooperation Act, RCW 39.34.

THEREFORE, IT IS MUTUALLY AGREED THAT:

1. STATEMENT OF WORK

SCCtv shall furnish the necessary personnel, equipment, material and/or services and otherwise do

all things necessary for or incidental to the performance of the work set forth in Attachment "A"

attached hereto and incorporated herein.

2. PERIOD OF PERFORMANCE

Subject to its other provisions, the period of performance of this Agreement shall commence on

August 1, 2023, and be completed on July 31, 2028, unless terminated sooner as provided herein.

3. PAYMENT

Compensation for the work provided in accordance with this agreement has been established under

the terms of RCW 39.34.130. The parties have estimated that the cost of accomplishing the work

herein will not exceed $856,800 total for years one through three and $585,200 in total for years

four and five of the agreement. Payment for satisfactory performance of the work shall not exceed

$1,442,000 over the term of the Agreement unless the parties mutually agree by amendment to a

higher amount prior to the commencement of any work which will cause the maximum payment to

be exceeded. Compensation for services shall be as set forth in accordance with the Scope of Work

in Attachment A and the Direct and Indirect Costs in Attachment B which are attached hereto and

incorporated herein. The rates and costs in Attachments A and B, and the estimated annual budget

Interlocal Agreement Between

The Port of Seattle & SCCtv

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may be revised by mutual agreement of the General Manager, SCCtv and the Commission Clerk or

their designees by written notice signed by both parties in accordance with Section 17.

4. BILLING PROCEDURE

SCCtv shall submit invoices at the end of each month. Payments to SCCtv for approved and

completed work will be made by check or account transfer by the Port of Seattle within 30 days of

receipt of the invoice. Upon expiration of the contract, any claim for payment not already made

shall be submitted within 30 days after the expiration date or the end of the fiscal year, whichever

is earlier.

5. RECORDS MAINTENANCE

The parties to this contract shall each maintain books, records, documents and other evidence which

sufficiently and properly reflect all direct and indirect costs expended by either party in the

performance of the services described herein. These records shall be subject to inspection, review

or audit by personnel of both parties, other personnel duly authorized by either party, the Office of

the State Auditor, and federal officials so authorized by law. All books, records, documents, and

other material relevant to this Agreement will be retained for six years after the expiration or

termination of this Agreement, and the Office of the State Auditor, federal auditors, and any persons

duly authorized by the parties shall have full access and the right to examine any of these materials

during this period.

Records and other documents, in any medium, furnished by one party to this agreement to the

other party, will remain the property of the furnishing party, unless otherwise agreed. The receiving

party will not disclose or make available this material to any third parties without first giving notice

to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize

reasonable security procedures and protections to assure that records and documents provided by

the other party are not erroneously disclosed to third parties.

6. RIGHTS IN DATA

Unless otherwise provided, data which originates from this Agreement shall be "works for hire" as

defined by the U.S. Copyright Act of 1976 and shall be owned by the Port of Seattle. Data shall

include, but not be limited to, reports, documents, pamphlets, advertisements, books magazines,

surveys, studies, computer programs, films, tapes, and/or sound reproductions. Ownership

includes the right to copyright, patent, register, and the ability to transfer these rights. If for any

reason the Work Product would not be considered a work made for hire under applicable law,

SCCtv assigns and transfers to the Port of Seattle the entire right, title and interest in and to all

rights in the Work Product and any registrations and copyright applications relating thereto and

any renewals and extensions thereof. SCCtv stock footage used in the creation of productions

shall not be considered “works for hire” and SCCtv retains the right to SCCtv stock footage used

in these video productions. SCCtv grants to the Port of Seattle a non-exclusive, royalty-free,

irrevocable, worldwide, perpetual license to use reproduce, modify, adapt, distribute, make

Interlocal Agreement Between

The Port of Seattle & SCCtv

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derivative works of, and disclose SCCtv stock footage used in video production for any public

purpose.

7. INDEPENDENT CAPACITY

The employees or agents of each party who are engaged in the performance of this Agreement shall

continue to be employees or agents of that party and shall not be considered for any purpose to be

employees or agents of the other party.

8. AGREEMENT ALTERATIONS AND AMENDMENTS

This agreement may be amended by mutual agreement of the parties. Such amendments shall not

be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

9. TERMINATION

Either party may terminate this Agreement upon 30 days' prior written notification to the other

party. If this Agreement is so terminated, the parties shall be liable only for performance rendered

or costs incurred in accordance with the terms of this Agreement prior to the effective date of

termination.

10. TERMINATION FOR CAUSE

If for any cause, either party does not fulfill in a timely and proper manner its obligations under this

Agreement, or if either party violates any of these terms and conditions, the aggrieved party will

give the other party written notice of such failure or violation. The responsible party will be given

the opportunity to correct the violation or failure within 15 working days. If failure or violation is

not corrected, this Agreement may be terminated immediately by written notice of the aggrieved

party to the other.

11. DISPUTES

In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board

in the following manner: Each party to this agreement shall appoint one member to the Dispute

Board. The members so appointed shall jointly appoint an additional member to the Dispute

Board. The Dispute Board shall review the facts, contract terms and applicable statutes and rules

and make a determination of the dispute. The determination of the Dispute Board shall be final and

binding on the parties hereto. As an alternative to this process, either of the parties may request

intervention by the Governor, as provided by RCW 43.17.330, in which event the Governor's process

will control.

12. GOVERNANCE

This contract is entered into pursuant to and under the authority granted by the laws of the state of

Washington and any applicable federal laws. The provisions of this agreement shall be construed

to conform to those laws.

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The Port of Seattle & SCCtv

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In the event of an inconsistency in the terms of this Agreement, or between its terms and any

applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following

order:

a) applicable state and federal statutes and rules;

b) statement of work; and

c) any other provisions of the agreement, including materials incorporated by reference.

13. ASSIGNMENT

The work to be provided under this Agreement, and any claim arising thereunder, is not assignable

or delegable by either party in whole or in part, without the express prior written consent of the

other party, which consent shall not be unreasonably withheld.

14. WAIVER

A failure by either party to exercise its rights under this agreement shall not preclude that party from

subsequent exercise of such rights and shall not constitute a waiver of any other rights under this

Agreement unless stated to be such in a writing signed by an authorized representative of the party

and attached to the original Agreement.

15. SEVERABILITY

If any provision of this Agreement or any provision of any document incorporated by reference shall

be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be

given effect without the invalid provision, if such remainder conforms to the requirements of

applicable law and the fundamental purpose of this agreement, and to this end the provisions of

this Agreement are declared to be severable.

16. ALL WRITINGS CONTAINED HEREIN

This Agreement contains all the terms and conditions agreed upon by the parties. No other

understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed

to exist or to bind any of the parties hereto.

17. CONTRACT MANAGEMENT

The program manager for each of the parties shall be responsible for and shall be the contact person

for all notices, communications and billings regarding the performance of this Agreement.

The Program Manager for SCCtv is: Tom Butterworth

General Manager

SCCtv

9600 College Way N

Seattle, WA 98103

206-934-3966

Interlocal Agreement Between

The Port of Seattle & SCCtv

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The Program Manager for the Port of Seattle is: Michelle M. Hart, MMC

Commission Clerk

Port of Seattle

P.O.Box1209

Seattle, WA U.S.A. 98111

206-595-4766

IN WITNESS WHEREOF, the parties have executed this Agreement.

State of Washington Port of Seattle

SCCtv

By: ________________________

By: ______________________

_Dr. Rosie Rimando Chareunsap

_Stephen P. Metruck_____

Title: _Chancellor_____________

Title: _Executive Director_______

Date: ________________________

Date: _____________________

APPROVED AS TO FORM ONLY:

_____ day of __________________, 2023.

By: _________________________________

ROBERT W. FERGUSON

Attorney General

By: _________________________________

Derek L. Edwards

Assistant Attorney General

Interlocal Agreement Between

The Port of Seattle & SCCtv

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Attachment A

Statement of the Work

etings Support:

SCCtv will provide multi-camera productions of the Port of Seattle Commission's regular and special

meetings that are streamed live during each meeting and then encoded, chaptered and made available

for on-demand viewing via the Internet. A separate video of the Executive’s Report is created and sent to

the Port of Seattle. The digital files of each meeting will be stored with SCCtv. SCCtv will secure proper

bandwidth to access these on-demand meetings for viewing by the public. SCCtv also will provide web

interface capability according to the Port's requirements (see SCCtv Web Portal Services below), branded

for the Port of Seattle, for providing public access to meetings along with related agendas and

documentation.

ost regular Commission meetings are held in Commission chambers at Port of Seattle's Pier 69

Headquarters and at Seattle-Tacoma International Airport. In the event that meetings are held in selected

offsite locations, SCCtv will stream meetings live according to normal procedures where possible. In

locations where live streaming is not supported by available technology, SCCtv will record the meeting for

posting on the Port's website the following day.

ate per meeting in years one through three of the agreement: $7,400 per meeting up to 29 meetings

per agreement year. Meetings in excess of 29 per year billed at $8,000 per meeting.

ate per meeting in years four and five of the agreement: $7600 per meeting up to 29 meetings per

agreement year. Meetings in excess of 29 per year billed at $8200 per meeting.

SCCtv Web Portal Services for Commission Meetings:

SCCtv will provide the service of hosting online the video, audio and digital documents for each Port of

Seattle Commission meeting via SCCtv’s Web Portal Services. The monthly charge for this service provides

maintenance support (estimated at 20-hours per month) and limited web design development support.

Any significant web portal projects would be priced according to the requirements of the project,

independent of the monthly support.

ate per month in years one through three of the agreement: $3,000.

Rate per month in years four and five of the agreement: $3100.

Video Stories and Promotional Videos:

Provide services for pre-production (informal meetings, scripting, approval and changes), production

(recording, scheduling of video shoots and interviews), post-production (editing, graphics, audio additions

and sweetening), draft approval, up to two (2) rounds of changes, and filing and delivery of product.

Each product will include a longer-form approximately 2 – 3 minute video and, if requested, a short-form

(social media) version of the video of approximately 15-60 seconds.

or each story, consultant will provide necessary personnel and equipment (to be determined by specific

project necessities), for pre-production, production and post-production.

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The Port of Seattle & SCCtv

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Cost includes all aspects of pre-production, production and post-productions, including two re-edits to

possible client changes. To avoid major changes major client changes after post-production stages,

consultant and the Port client will confer during the total process.

Rate per story: $2500, invoiced upon completion.

Additional Services:

dditional services based on rates listed and approved by Commission Chief of Staff or their designee:

1. Web development for new features - $125/hour

2. Footage requests - Camera and Operator only: ½ Day (4 hours) $500; Full Day (8 hours) $800,

addition of producer $100/hour

3. Scripting and Editing: $100 per hour

4. Live streaming non-Commission webcast: TBD based on request.

5. Archiving and storing of files: TBD based on request.

Scheduling of Services for each video service events will be coordinated between:

a. P

ort of Seattle Representative: Kathy Roeder, Director External Relations, Communications and

Marketing 206.787.4882

b. SCCtv Representative: Tom Butterworth, General Manager, 206-934-3966

Interlocal Agreement Between

The Port of Seattle & SCCtv

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Attachment B

Direct and Indirect Costs

ort Commission Meeting Pricing

Includes titling, 2-3 personnel/full day, three camera, switched traditional or hybrid video production

including prep, set-up, breakdown, live streaming of meeting, editing, encoding, dubbing to tape, posting,

delivery to KCTV, on-demand streaming/storage, gear and vehicle maintenance per meeting, all

chaptering done for meeting.

ate per meeting in years one through three of the agreement: $.7,400 per meeting up to 29 meetings

per agreement year. Meetings in excess of 29 per year billed at $8,000 per meeting.

ate per meeting in years four and five of the agreement: $7600 per meeting up to 29 meetings per

agreement year. Meetings in excess of 29 per year billed at $8200 per meeting.

Video Stories and Promotional Videos:

$2500 per story based on average work provided to create each story. Provide services for pre-production

(informal meetings, scripting, approval and changes), production (recording, scheduling of video shoots

and interviews), post-production (editing, graphics, audio additions and sweetening), draft approval and

up to two (2) rounds of changes, and filing and delivery of product. Pricing based on SCCtv’s rates for

those services ($35,000 per year based on 14 stories or video work equaling 14 stories):

,500 3 X ½ day video shoot (anything under four hours at $500/half day)

$500 Meetings, Logging video, scripting video (5 hours)

$500 Video editing, encoding, streaming (5 hours)

$2,500 per story

CCtv Web Portal Services for Commission Meetings:

SCCtv will provide the service of hosting online Port Commission meeting video, audio and digital

documents for each Port of Seattle Commission meeting via SCCtv’s Web Portal Services, and provide a

host of user functionality such as ADA accessibility, meeting transcription/captioning and video clipping,

Google language translation of site contents and documents, and RSS notifications. The monthly charge

for this service provides maintenance support for web coding updates, server updates and other work to

keep the web portal online and at a current level of service. Additional web development for new features

and enhancements will be charged at a rate of $125/hour.

Rate per month in years one through three of the agreement: $3,000.

ate per month in years four and five of the agreement: $3100.

ommission Meetings

$214,600 years 1 - 3

$220,400 years 4 – 5

Video Stories

$35,000 years 1 - 5

Web Portal Services

$36,000 years 1 - 3

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The Port of Seattle & SCCtv

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$37,200 years 4 – 5

Additional Services (are optional if needed)