Item No. 4b_attach_ 
Meeting Date:   May 17, 2016 



IAA No. 
INTERAGENCY AGREEMENT (IAA) 
BETWEEN 
THE STATE OF WASHINGTON, DEPARTMENT OF ECOLOGY 
AND 
PORT OF SEATTLE 
THIS INTERAGENCY AGREEMENT is made and entered into by and between the STATE OF
WASHINGTON, DEPARTMENT OF ECOLOGY, hereinafter referred to as "ECOLOGY," and
the PORT OF SEATTLE hereinafter referred to as the "PORT", collectively known as the "Parties",
pursuant to the authority granted by Chapter 39.34 RCW. 
IT IS THE PURPOSE OF THIS AGREEMENT TO PROVIDE FUNDING TO THE PORT
TO: 
Perform maintenance on a Bank Stabilization and Rehabilitation Pilot Project at Terminal
108 to soil control erosion. 
THEREFORE, IT IS MUTUALLY AGREED THAT: 
1)  STATEMENT OF WORK 
The PORT shall furnish the necessary personnel, equipment, material and/or service(s) and
otherwise do all things necessary for or incidental to the performance of the work set forth in
Appendix A, attached hereto and incorporated herein. 
2)  PERIOD OF PERFORMANCE 
Subject to its other provisions, the period of performance of this IAA shall commence on April 1,
2016, or date of execution, whichever comes later, and be completed by October 31, 2016, unless
terminated sooner as provided herein. Amendments extending the period of performance, if any,
shall be at the sole discretion of ECOLOGY. 
3)  PAYMENT 

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State of Washington, Department of Ecology 
IAA No. 
Compensation for the work provided in accordance with this IAA has been established under the
terms of RCW 39.34.130 and in accordance with Governor's Executive Order 10-07 and RCW
39.26.180(3). This is a performance-based contract, in which payment is based on the successful
completion of expected deliverables. The parties have determined that the cost of accomplishing
the work herein will not exceed twenty-five thousand dollars ($25,000.00) Payment for satisfactory
performance of the work shall not exceed this amount unless the parties mutually agree to a higher
amount. Compensation for services shall be based on the terms set forth in accordance with the
tasks listed in Appendix A, Statement of Work and Budget,  which is attached hereto and
incorporated herein. ECOLOGY will not make payment until it has reviewed and accepted the
completed work. 
The PORT staff will bill for salary and benefits plus indirect charges consistent with billing to
internal and external customers. The salary and benefit rates are included in Appendix B. 
4)  BILLING PROCEDURE 
The PORT shall submit invoices to ECOLOGY for payment. All invoices are to be delivered to
the attention of at the following address: 
Joe Ward 
Toxics Cleanup Program 
Department of Ecology 
PO Box 47600 
Olympia, WA 98504-7600 
Copies shall be sent to Ron Timm, Contract Manager. The PORT shall submit invoices quarterly,
with the last invoice submitted no later than October 31, 2016. The PORT shall submit invoices
using state invoice voucher A19-1A. Each invoice shall reference the Agreement (IAA) number
and clearly identify the items related to performance under this agreement. All expenses invoiced
shall be supported with copies of invoices paid by the PORT. Upon expiration of the Agreement,
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. Payment will be within 30 days of receipt of
properly completed invoice.
Payment for approved and completed work will be issued through Washington State's
Department of Enterprise Services Statewide Payee Desk. To receive payment the PORT must
register as a state-wide vendor by submitting a state-wide vendor registration form and an IRS
W-9 form at website 
http://www.des.wa.gov/services/ContractingPurchasing/Business/VendorPay/Pages/default.aspx.
If you have questions about the vendor registration process the PORT can contact DES at the
Payee Help Desk at (360) 407-8180 or email payeehelpdesk@des.wa.gov. 
5)  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. 

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State of Washington, Department of Ecology 
IAA No. 
6)  SUBCONTRACTORS 
The PORT agrees to take complete responsibility for all actions of any subcontractor used for the
performances under this agreement. Prior to performance, the PORT shall identify subcontractor(s)
who will perform services in fulfillment of agreement requirements, including their name, the nature
of services to be performed, address, telephone, WA State Department of Revenue Registration
Tax number (UBI), Federal Tax Identification Number (TIN), and anticipated dollar value of each
subcontract. 
7)  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. 
8)  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, agreement terms, 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. The cost of resolution will be borne by each party paying its
own cost. 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.
9)  FUNDING AVAILABILITY 
ECOLOGY's ability to make payments is contingent on availability of funding. In the event
funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after
the effective date and prior to completion or expiration date of this Agreement, ECOLOGY, at
its sole discretion, may elect to terminate the agreement, in whole or part, for convenience or to
renegotiate the agreement subject to new funding limitations and conditions. ECOLOGY may
also elect to suspend performance of the agreement until ECOLOGY determines the funding
insufficiency is resolved. ECOLOGY may exercise any of these options with no notification
restrictions. 
10) GOVERNING LAW AND VENUE 
This Agreement 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. This Agreement shall be construed and interpreted in accordance with the
laws of the state of Washington, and the venue of any action brought hereunder shall be in the
Superior Court for Thurston County. 
11) 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. 

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State of Washington, Department of Ecology 
IAA No. 
12) ORDER OF PRECEDENCE 
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 federal and state of Washington statutes, regulations, and rules. 
b.  Mutually agreed written amendments to this Agreement. 
c.  This Agreement. 
d.  Statement of Work and Budget. 
e.  Any other provisions of this Agreement, including materials incorporated by reference. 
13) RECORDS MAINTENANCE 
The parties to this Agreement shall each maintain books, records, documents and other evidence
that sufficiently and properly reflect all direct and indirect costs expended by either party in the
performance of the service(s) described herein. This may include, but is not limited to invoices,
vouchers, and receipts. 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 expiration 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.
14) INDEMNITY 
To the maximum extent permitted by law, ECOLOGY shall protect, defend, indemnify and hold
harmless the PORT and all of its elected and appointed officials, employees, principals and
agents, while acting within the scope of its employment as such, from all costs, claims, demands,
suits, actions, judgment, and/or awards of damages, arising out of, or  on account of, 
ECOLOGY's negligent acts or omissions pursuant to this agreement. Where such claims, suits,
or actions result from concurrent negligence of the PORT and ECOLOGY in implementing this
agreement, the indemnity provision provided herein shall be valid and enforceable only to the
extent permitted by law and to the extent of each Party's own negligence. ECOLOGY agrees that
its obligations under this subparagraph extend to any claim, demand, and/or cause of action
related to this agreement brought by, or on behalf of, any of its employees or agents. For this
purpose and only for claims related to this agreement, ECOLOGY, by mutual negotiation,
hereby waives, with respect to the PORT, any immunity that would otherwise be available
against such claims under the industrial insurance provisions of Title 51 RCW. In the event that
either party incurs any judgment, award, and/or cost arising therefrom, including attorney's fees,
to enforce the provision of this section, all such fees, expenses, and costs shall be recoverable by
the prevailing party. This indemnification shall survive the termination of this Agreement. 
15) 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 state of Washington,
ECOLOGY. Data shall include, but not be limited to, reports, documents, pamphlets,
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State of Washington, Department of Ecology 
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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. ECOLOGY's rights under this section shall not interfere with the PORT's obligations
under the Washington Public Records Act, Chap. 42.56 RCW. 
16) 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. 
17) TERMINATION FOR CONVENIENCE 
Either party may terminate this Agreement upon thirty (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. 
18) 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. 
19) 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. 
20) AGREEMENT MANAGEMENT 
The representative for each of the parties shall be responsible for and shall be the contact person for
all communications and billings regarding the performance of this Agreement. 
The ECOLOGY Representative is:        The PORT Representative is: 
Name:   Ron Timm               Name:   Roy Kuroiwa 
Address: 3190 160th Avenue SE          Address: Port of Seattle 
Bellevue, WA 98008-5452             PO Box 1209 
Seattle, WA 98111 
Phone:  425-649-7185               Phone:   (206) 728-3814 
Email:  rtim461@ecy.wa.gov           Email:   Kuroiwa.R@portseattle.org 
Fax:    425-649-7161                Fax:    206-787-3707 

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State of Washington, Department of Ecology 
IAA No. 

21) 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. 
The signatories to this Agreement represent that they have the authority to bind their respective
organizations to this Agreement. 

IN WITNESS WHEREOF, the parties have executed this Agreement. 
State of Washington                 Port of Seattle 
Department of Ecology 

Signature                 Date       Signature                 Date 
Polly Zehm, Deputy Director            Ted Fick, Chief Executive Officer 
Approved as to form: 
Attorney General's Office 









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State of Washington, Department of Ecology 
IAA No. 
APPENDIX A 
STATEMENT OF WORK 

Maintenance Activity: Bank-line stabilization and rehabilitation demonstration
project (Approx. $25K) 
In 2015, the Port stabilized and rehabilitated an existing eroding bank-line area at Terminal 108,
using soft shoreline stabilization techniques as an alternative to traditional, structural shoreline
stabilization. Approximately 180-200 linear feet of bank-line at Terminal 108, west shoreline
Duwamish Waterway (approximately river mile 1.1) was actively eroding due to vessel
generated wakes and waves in the Duwamish Waterway. The bank-line is stable, with massed
large-woody-debris and slope vegetation in place and protecting the site. However, it was
observed during our inspections, the outer row of anchored large-woody-debris, installed as a
sort of outer barrier, protecting a double rank of heavy, anchored logs, is suffering from tug
boat wakes, a chronic problem in the Duwamish Waterway. With a project such as this,
returning to make adjustments, nearly six months after completion, is often necessary and a
prudent means for avoiding and minimizing future more substantial actions. 
Task 1: Project management: Maintain project files, prepare invoices and progress reports, and
coordinate with Ecology project manager. 
Task 2: Engineering Plans and Permitting: Preparation of a brief work plan describing this
maintenance event, and submit to Ecology for review. No permits will be obtained as part of
this effort. 
Task 3: Construction: Mobilization, conducting stabilization maintenacee event, recording field
observations post construction. This task includes limited tightening the anchor chains for logs
and add several additional chain binder links. The chain work is all hand work, with no
excavation or machinery on the shoreline. Also, Port will install/fasten up to 25 additional coir
bundles to fill the space between logs where soil has eroded, and the beach grass and tufted
hair-grass plantings will be doubled in the areas where coir is installed. 
Task 4: Reporting: Generate a performance report for transmittal to Ecology for review and
approval when the work is complete. The report will include photos, performance
observations and summary of effectiveness.

Deliverables and Schedule for Activity 2 
Task                     Deliverable                 Schedule (approximate date) 
Task 1: Project management     Quarterly progress reports and   Duration of project 
invoices 

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State of Washington, Department of Ecology 
IAA No. 
Task 2: Engineering Plans and    NA 
Permitting 
Task 3: Construction           NA                       Start after approval of work Plan
(Winter 2016) 
Task 4: Reporting and database   Draft and Final Report         Submit to Ecology 30 days after
exports                                           receipt of post constructions
check (October 2016) 
Port Labor           Contract
Project Activities                     (1)        ODCs      costs       Subtotal (2) 
Activity: Bank-line Stabilization and Rehabilitation
Demonstration 
Task 1 PM                                $4,000 
Task 2 Engineering Plans 
Task 3 Construction                                            $20,000 
Task 4 Reporting/ database export                  $1,000 
Total                                           $5,000             $20,000        $25,000 
(1) Split between internal Port labor and contract costs TBD based on contracting strategy 

Unit rates for Port Staff 

Rates for Port Staff 

2016 Rate with Overhead and 3%
Position                     annual increase 
Director SP Env and Planning                   $173.00 
Mgr Environmental Programs                 $146.00 
Sr Environmental Program Manager             $140.00 
Environmental Program Mgr                  $121.00 
Finance Manager                        $133.00 
Environmental Data Specialist                   $92.00 
Contract/ Recovery Specialist                   $108.00 
PCS Equip. Operator                        $86.00 
PCS Laborer                             $81.00 
MM Teamster                        $105.00 
PCS General Foreman                      $110.00 
PCS CM                            $126.00 


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State of Washington, Department of Ecology 
IAA No. 
APPENDIX B 
SPECIAL TERMS AND CONDITIONS 
1.     ENVIRONMENTAL STANDARDS 
a)  RECIPIENTS who collect environmental-monitoring data must provide these data to ECOLOGY
using the Environmental Information Management System (EIM). To satisfy this requirement
these data must be successfully loaded into EIM, see instructions on the EIM website at: 
http://www.ecy.wa.gov/eim. 
b) RECIPIENTS are required to follow ECOLOGY's data standards when Geographic Information
System (GIS) data are collected and processed. More information and requirements are available
at: http://www.ecy.wa.gov/services/gis/data/standards/standards.htm. RECIPIENTS shall provide
copies to ECOLOGY of all final GIS data layers, imagery, related tables, raw data collection
files, map products, and all metadata and project documentation. 
c)  RECIPIENTS must prepare a Quality Assurance Project Plan (QAPP) when a project involves
the collection of environmental measurement data. QAPP is to ensure the consistent application
of quality assurance principles to the planning and execution of all activities involved in
generating data. RECIPIENTS must follow ECOLOGY's Guidelines for Preparing Quality
Assurance Project Plans for Environmental Studies, July 2004 (Ecology Publication No. 04-03-
030). ECOLOGY shall review and approve the QAPP prior to start of work. The size, cost, and
complexity of the QAPP should be in proportion to the magnitude of the sampling effort. 










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