Item No. 8j_attach_1 Date of Meeting: August 11, 2026 Port­ ofSeattle P-00320638 SERVICE AGREEMENT I. SCOPE OF WORK................................................................................................................................................. 2 II. PROJECT MANAGEMENT..................................................................................................................................... 2 m. COMPENSATION .................................................................................................................................................. 2 IV. AGREEMENT DURATION ..................................................................................................................................... 2 V. CHANGES ............................................................................................................................................................. 2 VI. RESERVED ........................................................................................................................................................... 3 VII. RESPONSIBILITIES OF CONSUL TANT.. ............................................................................................................... 3 VIII. NON-DISCRIMINATION AND AFFIRMATIVE ACTION ........................................................................................... 3 IX. ETHICS AND INTEREST OF CONSULTANT.......................................................................................................... 3 X. SUBCONTRACTS.................................................................................................................................................. 4 XI. DIVERSITY IN CONTRACTING INCLUSION PLAN ................................................................................................ 4 XII. CONSULTANT PERSONNEL................................................................................................................................. 4 XIII. INDEPENDENT CAPACITY OF CONSULTANT...................................................................................................... 4 XIV. CONFIDENTIALITY................................................................................................................................................ 5 XV. AUDIT AND ACCESS TO RECORDS ..................................................................................................................... 5 XVI. XVII. OWNERSHIP OF WORK PRODUCTS ................................................................................................................... 5 PUBLIC DISCLOSURE .......................................................................................................................................... 6 XVIII. ASSIGNABILITY .................................................................................................................................................... 6 XIX. TERMINATION FOR CONVENIENCE .................................................................................................................... 6 XX. TERMINATION FOR DEFAULT.............................................................................................................................. 6 XXI. INSURANCE.......................................................................................................................................................... 7 XXII. INDEMNITY ........................................................................................................................................................... 9 XXIII. WARRANTY AND STANDARD OF CARE .............................................................................................................. 9 XXIV. COMPLIANCE WITH APPLICABLE LAWS ............................................................................................................. 9 XXV. GOVERNING LAW................................................................................................................................................. 9 XXVI. NO THIRD-PARTY BENEFICIARY ......................................................................................................................... 9 XXVII. O RDER OF PRECEDENCE .................................................................................................................................. 10 XXVIII. WAIVER ............................................................................................................................................................... 10 XXIX. SURVIVORSHIP ................................................................................................................................................... 10 XXX. ENTIRE AGREEMENT .......................................................................................................................................... 10 P-00320638 Airport Employment Jobs Management Services Page 1 of 26 Service Agreement v05072021 THIS document is an AGREEMENT by and between the Port of Seattle, State of Washington (hereinafter referred to as the "PORr) and Office of Port Job Opportunities and Business Support Cdba Port Jobs) (hereinafter referred to as the "CONSULTANr), for the furnishing of services for the Airport Employment Jobs Management Services (hereinafter referred to as the "Project"). The PORT and the CONSULTANT mutually agree as follows: I. SCOPE OF WORK CONSULTANT shall perform all necessary actions to accomplish the work specified in this Agreement, or which may hereafter be requested by the PORT. II. Ill. IV. V. PR OJECT MANAGEMENT A. The PORT shall designate a Project Manager to coordinate and review the work of CONSULTANT. The Project Manager for the PORT is Heather Worthley CONSULTANT is expected to work closely with the Project Manager throughout the duration of this Agreement. B. CONSULTANT has designated Luis Navarro as Project Manager for the Project. This designation shall not be changed without the prior written approval of the PORT. COMPENSATION A. The PORT agrees to pay CONSULTANT up to a firm fixed total price (lump sum) of Nine Million Nine Hundred Ninety Thousand dollars ($9,990,000) This amount shall constitute complete compensation. Compensation on a firm fixed price (lump sum) basis will be made in accordance with the mutually agreed upon milestone payment schedule of fees in Attachment B of this Agreement. In no case shall the total compensation exceed the sum set forth herein. B. CONSULTANT shall submit a monthly request for payment for milestones completed within the billing period. This report shall be submitted with the CONSULTANT'S monthly invoice. Payment shall be made thirty (30) days ("Net 30") from date a properly completed invoice is received by the PORT. If there are disputed items or amounts or both on any invoice, the PORT will present these items to the CONSULTANT for resolution. Those items that are undisputed will be identified on the invoice and payment will be made for the undisputed amount. All billing shall be submitted to the Port of Seattle, Attn.: Luis Navarro, Invoices must reference the Agreement number. C. CONSULTANT shall report Monthly Amounts Paid (MAPs) to each subconsultant for the prior invoicing period. The MAPs shall be submitted electronically utilizing the PORT'S Contractor Database System (CDS) available here: https //hosting.portseattle.org/cds/. The MAPs shall identify the subconsultant name, its status as a Small Business Enterprise or certified Small Business, and amounts paid, including taxes if any, to each subconsultant. At the conclusion of this Agreement, CONSULTANT shall submit a final payment request and a final MAP including all total amounts paid to all subconsultants for the term of the Agreement. D. Within ten (10) business days of receipt of payment by the PORT, the CONSULTANT shall pay subconsultants for all work satisfactorily completed by the subconsultant. This paragraph shall not impair or limit any remedies otherwise available to the CONSUL TANT or subconsultant in the event of a dispute involving late payment or non-payment by the CONSUL TANT or deficient performance or non-performance. E. Markups shall be limited to the billing rates. Markup on work performed by the first tier subconsultants shall not exceed four (4%) percent. Markups on second tier subconsultants are not allowed. Markups shall not be applied to travel costs, materials, supplies or other direct costs. AGREEMENT DURATION A. CONSULTANT shall complete all specified work, including submission of reports and/or other required documentation, within the time periods set forth in this Agreement and related documents. Time is of the essence in each and every portion of this Agreement. B. The Agreement shall begin on 1/1/2022 and expire after 5 years of this Agreement; provided however, at the PORT'S sole discretion, this Agreement may be extended for up to two (2) optional years in one-year increments. If the PORT determines to extend this Agreement as described herein, the PORT shall issue an amendment extending the Period of Performance. Execution of Agreement is the date the PORT signs this Agreement. CHANGES A. The PORT may, at any time, by written amendment, direct changes in the scope of work specified in this Agreement. The PORT may, at any time, by written service directive modification, direct changes in the scope of work specified in the service directive. B. Any direction from the PORT to perform work that results in an increase or decrease in scope of work, changes to the compensation, performance period, or Agreement duration shall be made by written amendment or service P-00320638 Airport Employment Jobs Management Services Page 2 of 26 Service Agreement v05072021 Agreement is intended to and/or shall be construed to give any rights or benefits to any subconsultant, individual, company, and/or firm other than the PORT and the CONSULTANT. XXVII. ORDER OF PRECEDENCE The provisions of this Agreement are complementary and shall be interpreted to give effect to all of its provisions. Any inconsistency in this Agreement shall be resolved in the following order of precedence: A. B. C. D. E. F. G. Amendments Supplemental Conditions Service Agreement Terms and Conditions Scope of Work Milestone Schedule Diversity in Contracting Inclusion Plan Additional attachments In the event of a conflict between provisions of this Agreement and applicable laws, codes, ordinances, regulations or orders of governmental authorities having jurisdiction over the services or work product provided under this Agreement or any portion thereof, or in the event of any conflict between such applicable laws, codes, ordinances, regulations, or orders, the most stringent requirements of any of the above shall govern. XXVIII. WAIVER Failure at any time of the PORT to enforce any provision of this Agreement shall not constitute a waiver of such provision or prejudice the right of the PORT to enforce such provision at any subsequent time. No term or condition of this Agreement shall be held to be waived, modified or deleted except by a written amendment signed by the parties hereto. XXIX. SURVIVORSHIP The provisions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of performance or termination of this Agreement shall so survive. All indemnities provided in this Agreement shall survive the expiration or any earlier termination of this Agreement. XXX. ENTIRE AGREEMENT This Agreement sets forth in full the entire Agreement of the parties in relation to the subject matter hereof and any other agreement, representation, or understanding, verbal or otherwise, relating to the services of CONSULTANT, or otherwise dealing in any manner with the subject matter of this Agreement is hereby deemed to be null and void and of no force and effect whatsoever. This Agreement may be changed, modified, waived or amended only by written amendment executed by both of the parties hereto. If any provision of this Agreement shall be deemed in conflict with any statute or rule of law, such provision shall be deemed modified to be in conformance with said statute or rule of law. The provisions of this Agreement are intended to be severable. If any provision is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity of the remaining provisions of this Agreement. This Agreement may be executed in counterparts, which may be transmitted via facsimile or email, each of which shall constitute an original, and all of which will be deemed a single document. Signature of an email or facsimile copy of this Agreement, and transmission of a signature page by email or facsimile, shall bind the signing party to the same degree as delivery of a signed original. P-00320638 Airport Employment Jobs Management Services Page 10 of 26 Service Agreement v05072021 PORT OF SEATTLE OFFICE OF PORT JOB OPPORTUNITIES AND BUSINESS SUPPORT (OBA PORT JOBS) CONSULTANT certifies to the best of its knowledge that it is not presently disbarred or suspended from any federal department or agency transactions. CONSULTANT also declares they are not a previous PORT Employee. By signing this agreement, CONSULTANT represents it complies with these requirements. ./ ��JC,¾.z.g_ � Authorized Signature Hu.1 +-ht r J, Worfit lej+, Exe c.utl V.t 1)';\recb- Stephen P. Metruck Executive Director (Print or Type Name and Title of Signer) (Print or Type Name an 12/20/2021 Date Address: Date D-< Ll. vU ku V' 7 Z. 0 2-1 Address: Attn: Hala Rabbo itle of Signer) Attn: Heather Worthley P.O. Box 1209 1001 SW Klickitat Way, Suite 200A Seattle, WA 98111 Seattle, WA 98134 Phone: (206) 787-5565 Phone: (206) 787- 3830 Email: Rabbo.h@portseattle.org Email: worthley.h@portseattle.org Attachments: Taxpayer Identification Number ("TIN"): [8l Attachment A - Scope of Work 91-1596912 [8l Attachment B -Milestone Schedule [8l Attachment C - Supplemental Conditions Washington State Unified Business Identifier ("UBI") Number: Attachment D - Company Information 601-459-472 [8l Attachment E - Diversity in Contracting Inclusion Plan [8l Attachment F - Title VI Provisions [8l Attachment G - Consultant Ethics and Conflict of Interest, CC-2 P-00320638 Airport Employment Jobs Management Services State Worker Compensation Account Number: 849,657-00 Page 11 of 26 Service Agreement v05072021 3.2. Manage the cohort formation for the aviation pathways training programs in coordination with Port staff - Minimum one time per year for each aviation career pathway. The Port expects to implement a total of two careers pathways in 2022 and a total of three in 2023. See Exhibit 5 Price Proposal. 3.3. Recruit airport workers and community members to participate in the aviation pathway program; 3.4. Outreach to displaced airport workers, 3.5. Support effective logistics for onsite at SEA Airport and/or offsite classroom and instructor and presenters access to the training facilities, as needed. Deliverables A. Provide reports as requested by Project Manager. Due: Ongoing or as needed to support each task. SECTION 3. 5. OTHER GENERAL TASKS Engagement with Community Based Organizations and Support Services Entities Maintain linkages and relationships with community based organizations serving underrepresented communities, 5.1. and public and non public entities to ensure that diverse communities (including near-Airport residents) are informed about opportunities for employment at SEA Airport. Maintain relationships with community based organizations, public and non public entities that provide services 5.2. and support to communities and provide referals to SEA Airport job seekers and incumbent workers, as appropriate. Deliverables A. Provide in person information and virtual information referral services. Due: Ongoing Always accessible Assumptions 1. 2. 3. 4. 5. 6. The organization will be responsible for the provision of office furniture, computers, software, and contractor type network access. The Port will provide SEA Airport garage parking validation for job seekers in two hour increments up to six hours. Detailed records must be maintained and shared with the Port, as required. All reports provided to the Port shall be transmitted electronically in editable Word and PDF formats. All services must demonstrate benefit in some manner to the Port, its SEA Airport customers or tenants, Port-related economic activities, and/or the public we serve. "Wraparound Services" means "those services and support systems including but not limited to, public transportation assistance, work related clothing, tools, work-related food assistance, child-care and monetary compensation as they relate to work-needs, and as allowable by law, regulations and funding sources, that promote access and stronger alignment of workforce, education, vocational rehabilitation, and other human services systems.' Consultant must satisfy requirements of RCW 53.08.245 and evaluate outcomes with quantitative information including: number of trainees, recruited, placed in jobs, and retained; the types of jobs and range of compensation; the number and types of businesses that are served; and any other tangible benefits realized by the Port, workers, businesses, and the public. Reporting must describe impact on improvements to workforce diversity and training. Other Direct Costs (ODCs) To qualify for reimbursement of ODCs such as wraparound services, organizations must obtain advance written approval from the Port Project Manager and provide a not-to-exceed estimate of expenses. Reimbursement of allowable expenses shall be at cost, without markup. Receipts shall be required in order to receive reimbursement for ODCs. P-00320638 Airport Employment Jobs Management Services Page 14 of 26 Service Agreement v05072021 Attachment B Milestone Schedule Task # Description Amount per year TASKS FUNDED WITH AIRPORT FUNDS 1 Employer Services and Engagement Years 1-5 Option Years 6-7 2 Job Seeker Services: Years 1-5 Option Years 6-7 3 4 Screen / Refer Qualified Applicants Years 1-5 Total Contract Value (Years 1-5) $3,498,150 $174,908 Option Years 6-7 $174,795 Training Services: Pre-Employment and Job Search $174,907 $1,398,360 $4,896,510 $349,590 $874,540 $174,795 $174,907 Subtotal $874,540 $174,795 $174,908 Total Contract Value (Option Years 6-7) $349,590 $874,535 $349,590 $874,535 Years 1-5 Option Years 6-7 $174,795 TASKS FUNDED WITH NON-AIRPORT FUNDS 1 Job Seekers Services Years 1-5 Option Years 6-7 2 3 Training Services Years 1-5 $349,590 $855,557 $56,467 Option Years 6-7 $56,317 Aviation Career Pathway Training Services $58,179 $1,196,880 $282,335 $56,317 $56,465 $341,323 $112,637 $282,325 $112,634 $290,897 Years 1-5 Option Years 6-7 $58,026 OTHER GENERAL TASKS Engagement with Community Based Organizations and Support Services Entities $116052 $2,783,936 $556,787 $1,112,674 $3,896,610 $2,783,936 Years 1-5 Option Years 6-7 $556,7337 $1,112,674 Total Not-to-Exceed Amount P-00320638 Airport Employment Jobs Management Services Page 15 of 26 $9,990,000 Service Agreement v05072021 ATTACHMENT C SUPPLEMENTAL CONDITIONS CONSULTANT Identification/ Airport Access Control and Security Requirements A A portion of this agreement requires work to be performed within an area of the Airport controlled for security reasons. All CONSULTANT personnel working in restricted areas (including Airport Office Building; AOA, Secured, SIDA and Sterile areas) on this agreement shall have PORT airport-issued identification I access badges in accordance with Title 49, Code of Federal Regulations (CFR), Part 1540/1542 and the Airport Security Plan. Proposers should consider the impact of acquiring badges when preparing their cost proposals. B. Failure to comply with TSA rules and the Airport Security Plan may result in up to an $11,000 fine from the TSA. Fines assessed by the TSA against a CONSULTANT, a CONSULTANT'S employee, or subconsultant will be paid by the CONSULTANT. See the following: 1) Title 49; and 2) http //www portseattle org/Employee-Services/lD­ Badges/Documents/idsecuntyhandbook pdf. C. Obtaining an ID Badge (each applicant): 1. Submit a properly completed Identification/Access badge application, Disqualifying Crimes Statement and Privacy Act Notice for each employee requiring access to restricted areas. 2. Applicants must go to the Credential Center with their completed badge application, badge fees (if applicable), and two forms of identification. One must be government issued PROOF OF CITIZENSHIP. For a list of acceptable documentation, please refer to: http"//www.portseattle.org/Employee-Serv1ces/lD­ badges/Pages/default aspx 3. When applications are completed and required documentation has been supplied, the applicant will be fingerprinted in accordance with Title 49, Code of Federal Regulations (CFR), Part 1542.209. Each applicant will also be submitted for a Security Threat Assessment. 4. Companies will be notified by the Credential Center when their employees have been cleared. They may then return to the Credential Center to pick up their ID badges. D. All identification/access badges issued by the PORT are the property of the PORT and must be immediately returned under the following conditions: 1. Upon expiration; 2. Upon separation of employment (for any reason); 3. When job function no longer requires a PORT airport-issued identification/access badge; 4. Upon demand by the PORT. 5. If convicted of, or found not guilty by reason of insanity of one of the crimes listed in Title 49, CFR, Part 1542.209(d). A complete list is on the back of the Fingerprint Application. E. Additional information and forms associated with badging, custom bond seals and security access and key requests can be found here: http·//www.portseattle.org/Employee-Serv1ces/lD-badqes/Pages/default aspx Use of Contingency Funds The PORT may require additional tasks be performed by the CONSUL TANT related to this contract. A task is established to set up a contingency for those services. CONSUL TANT shall not use or bill against this task without specific written direction from the PORT. Such direction will be sent either via letter or email from the PORT Project Manager. The specific scope of work, deliverables, level of effort, and not to exceed value will be established in the letter or email. Monthly Report A. No later than the 10th day of each month, CONSULTANT shall report on the progress of the activities of the contract. The report shall be in a format approved by the PORT. At a minimum, the report shall include: 1. Percent budget expended, percent work completed, progress toward schedule, and variances against' planned vs. actual for all items reported. 2. Work being performed by time and expense Service Directive will address progress toward the scope, schedule, and level of effort of work being performed. 3. Work being performed on a lump sum Service Directive will address progress toward the scope or project milestones, as applicable. 4. CONSULTANT shall also identify issues that may result in timely and on budget completion of the work and identify any issues that may increase the total price of the work. 8. Failure to provide timely and accurate monthly reporting may result in denial of and/or late payment. Safety A CONSULTANT shall be responsible for employing adequate safety measures and taking all action reasonably necessary to protect the life, health, and safety of the CONSULTANT and its employees, contractors, and subcontractors as well as the public while working on PORT premises. Nothing the PORT may do, or fail to do, with respect to safety shall relieve CONSUL TANT of this responsibility. CONSULTANT is responsible for providing all Page 16 of 26 Service Agreement P-00320638 v05072021 Airport Employment Jobs Management Services