Interlocal Agreement With Puget Sound Partnership

10c. Attachment

Interlocal Agreement With Puget Sound Partnership

Item No. 10c - attach 1
Meeting Date: February 13, 2024

Interagency Agreement
Agreement Number: 2024-41
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
f
This agreement is made and entered into pursuant to the Interlocal Cooperation Act, RCW 39.34, by and
between the state of Washington, Puget Sound Partnership (PSP), and the below named agency,
hereinafter referred to as “CONTRACTOR.”
CONTRACTOR INFORMATION Project Manager
Port of Seattle Jen Stebbings UBI: 178003644
PO Box 1209 Stebbings.j@portseattle.org EIN: 916001025
Seattle, WA. 98111 (206) 437-8600 UEI: VFD9N7EQDCN3
Type:
Fiscal: Andrew Cartica
Cartica.A@portseattle.org
(206) 787-6184
PSP INFORMATION Project Manager
PUGET SOUND PARTNERSHIP Megan Wilson
PO Box 40900 Megan.wilson@psp.wa.gov
Olympia, WA 98504 (360) 522-0546
PURPOSE
The purpose of this agreement is to install and operationalize a passive integrated transponder (PIT) array
at the Duwamish River People’s Park and Shoreline Habitat (DRPP) to monitor juvenile fish use and
migration through the newly restored habitat.
This project will develop and monitor progress measures in the Duwamish River Watershed and will identify
opportunities to improve the quality of data collection. The project includes working with local
knowledge network partners and the recovery community in the Duwamish River Watershed to
implement science initiatives needed to support recovery efforts. The project will provide findings about the
effectiveness of restoration efforts that will support Puget Sound recovery and resilience more broadly.
These findings and lessons learned can be synthesized to support planning and management decisions
STATEMENT OF WORK
The CONTRACTOR 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 Exhibit B
attached and incorporated herein.
PERIOD OF PERFORMANCE
The period of performance under this agreement will be from the date of execution ( )
through June 30, 2025. No work shall commence under this agreement until it has been fully
executed by both parties.
COMPENSATION AND 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
One hundred fifteen thousand dollars ($115,000). Payment for satisfactory performance of the work shall
not exceed this amount unless the parties mutually agree to a higher amount prior to the commencement of
any work which will cause the maximum payment to be exceeded. CONTRACTOR'S compensation for
services rendered shall be in accordance with the Budget & Billing Procedures attached as Exhibit C.
FEDERAL FUNDING INFORMATION
This Contract includes federal funding Yes No
CONTRACTOR is a Sub-Recipient for purposes of this agreement Yes No

AGREEMENT NO. 2024-41 Page 1 of 16

TERMS AND CONDITIONS
All rights and obligations of the parties to this contract shall be subject to and governed by the Terms and
Conditions contained in the following exhibits, herein incorporated by reference. The contents of this
Agreement include:
1. This contract cover sheet
2. Exhibit A – General Terms and Conditions
3. Exhibit B – Statement of Work & Budget
4. Exhibit C – Deliverables & Billing Procedures
ORDER OF PRECEDENCE
In the event of an inconsistency in this agreement, the inconsistency shall be resolved by giving precedence
in the following order:
1. Applicable Federal and State of Washington Statutes and regulations
2. This Agreement/Contract, including Exhibit A, General Terms and Conditions
3. Exhibit B, Statement of Work & Budget and Exhibit C, Deliverables & Billing Procedures
4. Any other Exhibit or provision, term or material incorporated herein by reference or otherwise
incorporated
ENTIRE AGREEMENT
This agreement, including referenced exhibits and any other provision, term or material expressly
incorporated by reference, represents all the terms and conditions agreed upon by the parties. No other
statements or representations, written or oral, shall be deemed a part hereof.
APPROVAL
This agreement shall be subject to the written approval of the AGENCY'S authorized representative and
shall not be binding until so approved. The agreement may be altered, amended, or waived only by a
written amendment executed by both parties.
This agreement is executed by the persons signing below, who warrant they have the authority to execute
the agreement.

Port of Seattle Puget Sound Partnership

Date Brent Barnes Date
Chief Operating Officer

APPROVED AS TO FORM:
/s Jonathan Thompson
Assistant Attorney General
December 5, 2013
Date

AGREEMENT NO. 2024-41 Page 2 of 16

EXHIBIT A -
GENERAL TERMS AND CONDITIONS
( All Federal Requirements listed below will not be applicable if this agreement is not funded with
federal EPA funds)
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site
in the Lower Duwamish River

1. DEFINITIONS
As used throughout this contract, the following terms shall have the meaning set forth below:
A. "AGENCY" means the Puget Sound Partnership (PSP) of the State of Washington, any division,
section, office, unit, or other entity of the AGENCY, or any of the officers or other officials lawfully
representing that AGENCY.
B. "AGENT" means the Director, and/or the delegate authorized in writing to act on the Director's behalf.
C. "CONTRACTOR" means that firm, provider, organization, individual or other entity performing
service(s) under this contract and shall include all employees of the CONTRACTOR.
D. “DEBARMENT” means an action taken by a Federal agency or official to exclude a person or
business entity from participating in transactions involving certain federal funds.
E. “EPA” means U.S. Environmental Protection Agency.
F. "SUBCONTRACTOR" means one not in the employment of the CONTRACTOR, who is performing
all or part of those services under this contract under a separate contract with the CONTRACTOR.
The terms "SUBCONTRACTOR" and "SUBCONTRACTORS" means SUBCONTRACTOR(s) in any
tier.
G. “SUB-RECIPIENT” means a non-Federal entity that receives a subaward from a pass-through entity
to carry out part of a Federal program; but does not include an individual that is a beneficiary of such
program. A subrecipient may also be a recipient of other Federal awards directly from a Federal
awarding agency. Guidance on distinguishing between a subrecipient and a contractor is provided in
2 CFR §200.330. Subrecipient and contractor determinations.
2. AMERICANS WITH DISABILITIES ACT (ADA)
If the contract includes federal funding, the CONTRACTOR must comply with Section 504 of the
Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities by entities
receiving Federal financial assistance. The CONTRACTOR may also be required to comply with the
ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of
employment, public accommodations, state and local government services, and telecommunications.
3. ADVANCE PAYMENTS PROHIBITED
No payments in advance of or in anticipation of goods or services to be provided under this contract shall
be made by the AGENCY.
4. AMENDMENT
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.
5. ASSIGNMENT
The work to be provided under this Agreement, and any claim arising under this Agreement, 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.

AGREEMENT NO. 2024-41 Page 3 of 16

Exhibit A
General Terms and Conditions
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
6. ASSURANCES
The parties agree that all activity pursuant to this Agreement shall be in accordance with all applicable
federal, state, and local laws, rules, and regulations as they currently exist or as amended.
7. CONFIDENTIALITY
Confidential information: Both the CONTRACTOR AGENCY shall not use or disclose any information
concerning the AGENCY, or information that may be classified as confidential, for any purpose not
directly connected with the administration of this contract, except with prior written consent of the
CONTRACTOR or AGENCY, or as may be required by law. 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. However, the parties acknowledge that state and local agencies
are subject to chapter 42.56 RCW, the Public Records Act.
Personal Information (one form of confidential information): Personal information including, but not limited
to, “Protected Health Information,” collected, used, or acquired in connection with this contract shall be
protected against unauthorized use, disclosure, modification, or loss. CONTRACTOR and AGENCY shall
ensure its directors, officers, employees, subcontractors, or agents use personal information solely for the
purposes of accomplishing the services set forth herein. CONTRACTOR and its subcontractors agree not
to release, divulge, publish, transfer, sell or otherwise make known to unauthorized persons personal
information without the express written consent of the agency or as otherwise required by law. Any
breach of this provision may result in termination of the contract and the demand for the return of all
personal information. The CONTRACTOR agrees to indemnify and hold harmless the AGENCY for any
damages related to the CONTRACTOR’S unauthorized use of personal information.
8. CREDIT AND ACKNOWLEDGEMENT
Reports, documents, signage, videos, or other media, developed as part of projects funded by EPA
funded Agreements shall display both the EPA and Puget Sound Partnership logos and the following
credit line: "This project has been funded wholly or in part by the United States Environmental Protection
Agency under Assistance Agreement [NOT APPLICABLE]. The contents of this document do not
necessarily reflect the views and policies of the Environmental Protection Agency, nor does mention of
trade names or commercial products constitute endorsement or recommendation for use.”
9. DEBARMENT AND SUSPENSION
CONTRACTOR, by signature to this Contract, certifies that CONTRACTOR is not presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal
department or agency from participating in transactions (Debarred). CONTRACTOR shall comply with
applicable federal agency debarment and suspension rules adopted pursuant to Office of Management
and Budget guidance at 2 CFR Part 180, such as 2 CFR Part 1532 for the Environmental Protection
Agency, which implement Executive Order 12549. CONTRACTOR acknowledges that failing to disclose
the information required at 2 CFR 180.335 may result in the delay or negation of this contract, or
pursuance of legal remedies, including suspension and debarment.
CONTRACTOR shall not award subcontracts or subawards to persons (individuals or organizations)
listed on the Excluded Parties List located at www.sam.gov/. CONTRACTOR agrees to include the above
requirements in all subcontracts into which it enters. The CONTRACTOR shall immediately notify
AGENCY if, during the term of this Contract, CONTRACTOR becomes Debarred. AGENCY may
immediately terminate this Contract by providing CONTRACTOR written notice if CONTRACTOR
becomes Debarred during the term hereof.
10. DISALLOWED COSTS
CONTRACTOR is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its Subcontractors.

AGREEMENT NO. 2024-41 Page 4 of 16

Exhibit A
General Terms and Conditions
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
11. DISPUTES
In the event that CONTRACTOR is a state agency, and a dispute arises under this Agreement, either of
the parties may request intervention by the Governor, as provided by chapter 43.17.330 RCW, in which
event the Governor's process will control.
In the event that a dispute arises under this Agreement, and the CONTRACTOR is not a state agency, 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 evaluate 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 both parties.
The cost of resolution will be borne as allocated by the Dispute Board or the Governor.
12. DUPLICATION OF BILLED COSTS
The CONTRACTOR shall not bill the Agency for services performed under this contract, and the Agency
shall not pay the CONTRACTOR if the CONTRACTOR is entitled to payment or has been or will be paid
by any other source, including grants, for that service.
13. GEOSPATIAL DATA STANDARDS
All geospatial data created must be consistent with Federal Geographic Data Committee
(FGDC) endorsed standards. Information on these standards may be found at
https://www.fgdc.gov/
14. GOVERNING LAW AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Washington and the venue of any action brought under this Agreement shall be in Superior Court for
Thurston County.
15. HOTEL MOTEL FIRE SAFETY ACT
The Hotel and Motel Fire Safety Act of 1990 (Public Law 101-391) establishes a number of fire safety
standards which must be met for hotels and motels. Pursuant to 40 CFR 30.18, if applicable, and 15 USC
2225a if any portion of this contract will be paid with federal funds, CONTRACTOR agrees to ensure that
all space for conferences, meetings, conventions, or training seminars funded in whole or in part with
federal funds complies with the protection and control guidelines of the Hotel and Motel Fire Safety Act
(PL 101-391, as amended. CONTRACTOR may search the Hotel-Motel National Master List at:
http://www.usfa.dhs.gov/applications/hotel to see if a property is in compliance (FEMA ID is currently not
required), or to find other information about the Act.
If necessary, the head of the Federal agency may waive this prohibition in the public interest.
16. 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.
17. INTELLECTUAL PROPERTY RIGHTS
Except for as provided in Section 35.g, and unless otherwise provided, all materials produced under this
contract shall be considered "works for hire" as defined by the U.S. Copyright Act 17 U.S.C. § 101, et
seq., and shall be owned by the AGENCY.
Materials means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
AGREEMENT NO. 2024-41 Page 5 of 16

Exhibit A
General Terms and Conditions
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
sound reproductions. Ownership includes the right to copyright, patent, register and the ability to transfer
these rights.
In the event the materials are not considered “works for hire” under the U.S. Copyright laws
CONTRACTOR shall grant AGENCY, and any federal entity which provided federal funds used in this
contract, retain a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, recover, or
otherwise use the material(s) or property and to authorize others to use the same for federal, state or
local government purposes.
Material which CONTRACTOR uses to perform the contract but is not created for or paid for by AGENCY
is not “work made for hire”; however, CONTRACTOR shall grant the AGENCY a nonexclusive, royalty
free, irrevocable license (with rights to sublicense others) in such materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display, provided that such license
shall be limited to the extent which CONTRACTOR has a right to grant such a license to use this material
for AGENCY internal purposes at no charge to AGENCY. The CONTRACTOR warrants and represents
that CONTRACTOR has all rights and permissions, including intellectual property rights, moral rights, and
rights of publicity, necessary to grant such a license to the AGENCY. The AGENCY shall receive prompt
written notice of each notice or claim of infringement received by the CONTRACTOR with respect to any
material delivered under this contract. The AGENCY shall have the right to modify or remove any
restrictive markings placed upon the material by the CONTRACTOR.
AGENCY shall grant CONTRACTOR a nonexclusive, royalty free, irrevocable license to reproduce,
publish, recover, or otherwise use all deliverables provided by CONTRACTOR under this Agreement,
including all reports and memos, including the right to translate, reproduce, distribute, prepare derivative
works, publicly perform, publicly display, and authorize others to use the same for federal, state or local
government purposes.
18. INTERNATIONAL TRAVEL (including Canada) – FOR FEDERAL FUNDED
AGREEMENTS ONLY
All International Travel must be approved by the Office of International and Tribal Affairs (OITA) BEFORE
travel occurs. Even a brief trip to a foreign country, for example to attend a conference, requires OITA
approval. Please contact your EPA Project Officer as soon as possible if travel is planned out of the
country, including Canada and/or Mexico, so that they can obtain appropriate approvals from EPA
Headquarters. If you have questions, please contact your EPA Project Officer listed on the front page of
the Award Document
19. LIGHT REFRESHMENTS and/or MEALS
Unless the event(s) and all of its components are described in the approved workplan, the recipient
agrees to obtain prior approval from EPA for the use of grant funds for light refreshments and/or meals
served at meetings, conferences, training workshops, and outreach activities (events). The recipient must
send requests for approval to the EPA Project Officer and include:
1) An estimated budget and description for the light refreshments, meals, and/or beverages to be
served at the event(s);
2) A description of the purpose, agenda, location, length, and timing for the event; and,
3) An estimated number of participants in the event and a description of their roles.
Cost for light refreshments and meals for recipient staff meetings and similar day-to-day activities are not
allowable under EPA assistance agreements.
20. LOBBYING PROHIBITED
a. By signing this contract, CONTRACTOR agrees to comply with Title 40 CFR Part 34, New
Restrictions on Lobbying, 31 U.S.C. § 1352, and 40 CFR Part 30 if applicable. CONTRACTOR
shall include the language of this provision in subcontracts that exceed $100,000 of federal funds
and require all subcontractors to certify and disclose accordingly.
AGREEMENT NO. 2024-41 Page 6 of 16

Exhibit A
General Terms and Conditions
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River

b. No Federal appropriated funds shall be paid by or on behalf of the CONTRACTOR to any person
for influencing or attempting to influence an officer or employee of any agency, a Member of
Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the making of any Federal grant, the
making of any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.
c. If this contract includes federal funds exceeding $100,000, CONTRACTOR shall sign and
submit to AGENCY Exhibit D, Attachment 2, PSP Certification Regarding Lobbying (based on
EPA Form 6600-06 (Rev. 06/2008). If CONTRACTOR signed and submitted the PSP
Certification Regarding Lobbying form during the procurement process for this contract it is
not necessary to resubmit the certification.
d. If CONTRACTOR expends non-federal funds in any amount to lobby as detailed in a., above,
CONTRACTOR shall complete and submit to Standard Form LLL (Rev. 4/2012), Disclosure of
Lobbying Activity. The form can be found at:
http://www.epa.gov/ogd/AppKit/form/sflllin_sec.pdf.
21. LOBBYING AND LITIGATION
a. All recipients
i. The chief executive officer of this recipient agency shall ensure that no grant funds awarded under
this assistance agreement are used to engage in lobbying of the Federal Government or in litigation
against the U.S. unless authorized under existing law. The recipient shall abide by the Cost Principles
available at 2 CFR 200 which generally prohibits the use of federal grant funds for litigation against
the U.S. or for lobbying or other political activities.
ii. The recipient agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. The
recipient shall include the language of this provision in award documents for all subawards exceeding
$100,000 and require that subrecipients submit certification and disclosure forms accordingly.
iii. In accordance with the Byrd Anti-Lobbying Amendment, any recipient who makes a prohibited
expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms shall
be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such
expenditure.
iv. Contracts awarded by a recipient shall contain, when applicable, the anti-lobbying provision as
stipulated in the Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under
Federal Awards.
v. Pursuant to Section 18 of the Lobbying Disclosure Act, the recipient affirms that it is not a nonprofit
organization described in Section 501(c)(4) of the Internal Revenue Code of 1986; or that it is a
nonprofit organization described in Section 501(c)(4) of the Code but does not and will not engage in
lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. Nonprofit organizations
exempt from taxation under section 501(c)(4) of the Internal Revenue Code that engage in lobbying
activities are ineligible for EPA subawards.
.
22. NONDISCRIMINATION and DISADVANTAGED BUSINESS ENTERPRISES
In accordance with 40 CFR 33.106 and its Appendix A, the CONTRACTOR shall not discriminate on the
basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry
out applicable requirements of 40 CFR part 33 in the award and administration of contracts awarded
under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a
material breach of this contract which may result in the termination of this contract or other legally
available remedies.

AGREEMENT NO. 2024-41 Page 7 of 16

Exhibit A
General Terms and Conditions
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
23. NONDISCRIMINATION
a. Nondiscrimination Requirement. During the term of this Contract, Contractor, including any
subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition,
Contractor, including any subcontractor, shall give written notice of this nondiscrimination
requirement to any labor organizations with which Contractor, or subcontractor, has a collective
bargaining or other agreement.
b. Obligation to Cooperate. Contractor, including any subcontractor, shall cooperate and comply
with any Washington state agency investigation regarding any allegation that Contractor,
including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant
to RCW 49.60.530(3).
c. Default. Notwithstanding any provision to the contrary, Agency may suspend Contractor,
including any subcontractor, upon notice of a failure to participate and cooperate with any state
agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW
49.60.530(3). Any such suspension will remain in place until Agency receives notification that
Contractor, including any subcontractor, is cooperating with the investigating state agency. In the
event Contractor, or subcontractor, is determined to have engaged in discrimination identified at
RCW 49.60.530(3), Agency may terminate this Contract in whole or in part, and Contractor,
subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200.
Contractor or subcontractor may be given a reasonable time in which to cure this noncompliance,
including implementing conditions consistent with any court-ordered injunctive
relief or settlement agreement.
d. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Contract
termination or suspension for engaging in discrimination, Contractor, subcontractor, or both,
shall be liable for contract damages as authorized by law including, but not limited to, any cost
difference between the original contract and the replacement or cover contract and all
administrative costs directly related to the replacement contract, which damages are distinct
from any penalties imposed under Chapter 49.60, RCW. Agency shall have the right to deduct
from any monies due to Contractor or subcontractor, or that thereafter become due, an amount
for damages Contractor or subcontractor will owe Agency for default under this provision.
24. PAYMENT TO CONSULTANTS
Puget Sound Partnership follows the federal payment to consultant rate as specified below:
As of January 1, 2024, the limit is $91.95 per hour or $735.60 per day.
(Calculations: 2024 Level IV Executive Schedule annual pay = $191,900 / 2087 = $91.95 per hour or
$735.60 per day).
25. PROJECT APPROVAL
The quality, extent, and character of any and all work, deliverables and/or services to be performed under
this agreement by the CONTRACTOR shall be subject to the review and approval of the AGENCY
through the Project Manager or other designated official. In the event that the AGENCY determines that
any work, deliverable, and/or service performed by the CONTRACTOR is unsatisfactory, the AGENCY
may withhold reimbursement for the unsatisfactory work performed by the CONTRACTOR or require that
the CONTRACTOR remediate their work product to get it to the satisfaction of the AGENCY. The Parties
may agree in the Statement of Work to specific approval, acceptance, and/or remediation terms. If the
Statement of Work is silent on this topic, the Disputes provision above will govern the resolution process.
26. 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. CONTRACTOR shall retain such records for a period of six years
following the date of final payment.
At no additional cost, these records, including materials generated under the contract, shall be subject at
all reasonable times to inspection, review or audit by the AGENCY, personnel duly authorized by the
AGENCY, the Office of the State Auditor, and federal and state officials so authorized by law, regulation,
or agreement. If this contract exceeds $100,000 and any portion of the funding source is federal, the
AGREEMENT NO. 2024-41 Page 8 of 16

Exhibit A
General Terms and Conditions
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
federal funding agency, the Comptroller General of the United States, or any duly authorized
representatives shall have access to books documents, papers, and records of CONTRACTOR directly
pertinent to this contract for purpose of making audits, examination, excerpts, and transcriptions (40 CFR
30.48(d)).
If any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall
be retained until all litigation, claims, or audit findings involving the records have been resolved.
27. RECYCLED PAPER
In accordance with Section 6002 of the Resource Conservation and Recovery Act (RCRA) (42 U.S.C.
6962) any State agency or agency of a political subdivision of a State which is using appropriated Federal
funds shall comply with the requirements set forth. Regulations issued under RCRA Section 6002 apply
to any acquisition of an item where the purchase price exceeds $10,000 or where the quantity of such
items acquired in the course of the preceding fiscal year was $10,000 or more. RCRA Section 6002
requires that preference be given in procurement programs to the purchases of specific products
containing recycled materials identified in guidelines developed by EPA. These guidelines are listed in 40
CFR 247.
In accordance with the policies set forth in EPA Order 1000.25 and Executive Order 13423,
Strengthening Federal Environmental, Energy and Transportation Management (January 24, 2007), Sub-
Recipient agrees to use recycled paper and double sided printing for all reports which are prepared as
part of this Agreement and delivered to EPA. This requirement does not apply to reports prepared on
forms supplied by EPA, or to Standard Forms, which are printed on recycled paper and are available
through the General Services Administration.
28. RESPONSIBILITIES OF THE PARTIES
Each party to this Agreement hereby assumes responsibility for claims and/or damages to persons and/or
property resulting from any act or omissions on the part of itself, its employees, its officers, and its agents.
Neither party assumes any responsibility to the other party for the consequences of any claim, act, or
omission of any person, agency, firm, or corporation not a part to this Agreement.
29. SEVERABILITY
If any term or condition of this Agreement is held invalid, such invalidity shall not affect the validity of the
other terms or conditions of this Agreement.
30. STATE GRANT CYBERSECURITY
(a) The recipient agrees that when collecting and managing environmental data under this assistance
agreement, it will protect the data by following all applicable State law cybersecurity requirements.
(b) (1) EPA must ensure that any connections between the recipient’s network or information system and
EPA networks used by the recipient to transfer data under this agreement, are secure.
(2) The recipient agrees that any subawards it makes under this agreement will require the
subrecipient to comply with the requirements in (b)(1) if the subrecipient’ s network or information system
is connected to EPA networks to transfer data to the Agency using systems other than the Environmental
Information Exchange Network or EPA’s Central Data Exchange.
31. SUBCONTRACTING
Neither the CONTRACTOR nor any SUBCONTRACTOR shall enter into subcontracts for any of the work
contemplated under this contract without obtaining prior written approval of the AGENCY. In no event
shall the existence of the subcontract operate to release or reduce the liability of the contractor to the
agency for any breach in the performance of the contractor’s duties. This clause does not include
contracts of employment between the contractor and personnel assigned to work under this contract.
Additionally, the CONTRACTOR is responsible for ensuring that all terms, conditions, assurances, and
certifications set forth in this agreement are carried forward to any subcontracts.

AGREEMENT NO. 2024-41 Page 9 of 16

Exhibit A
General Terms and Conditions
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
The parties hereby agree that CONTRACTOR may subcontract for the purchase of any of the
deliverables under this Agreement, including the PIT array equipment and all reports and memos, without
written approval by Agency.
32. TERMINATION DUE TO FUNDING
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after
the effective date of this contract and prior to normal completion, the AGENCY may terminate the contract
under the "Termination for Convenience" clause, without the ten-day notice requirement, subject to
renegotiation at the AGENCY’S discretion under those new funding limitations and conditions.
33. 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 the failure or violation is not corrected, this
Agreement may be terminated immediately by written notice of the aggrieved party to the other.
34. TERMINATION FOR CONVENIENCE
Either party may terminate this Agreement upon 30 calendar 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.
35. TREATMENT OF ASSETS
a. Title to all property furnished by the AGENCY shall remain in the AGENCY. Title to all property
furnished by the CONTRACTOR, for the cost of which the CONTRACTOR is entitled to be
reimbursed as a direct item of cost under this contract, shall pass to and vest in the AGENCY
upon delivery of such property by the CONTRACTOR. Title to other property, the cost of which is
reimbursable to the CONTRACTOR under this contract, shall pass to and vest in the AGENCY
upon (i) issuance for use of such property in the performance of this contract, or (ii)
commencement of use of such property in the performance of this contract, or (iii) reimbursement
of the cost thereof by the AGENCY in whole or in part, whichever first occurs.
b. Any property of the AGENCY furnished to the CONTRACTOR shall, unless otherwise provided
herein or approved by the AGENCY, be used only for the performance of this contract.
c. The CONTRACTOR shall be responsible for any loss or damage to property of the AGENCY that
results from the negligence of the CONTRACTOR or which results from the failure on the part of
the CONTRACTOR to maintain and administer that property in accordance with sound
management practices.
d. If any AGENCY property is lost, destroyed, or damaged, the CONTRACTOR shall immediately
notify the AGENCY and shall take all reasonable steps to protect the property from further
damage.
e. The CONTRACTOR shall surrender to the AGENCY all property of the AGENCY prior to
settlement upon completion, termination, or cancellation of this contract.
f. All reference to the CONTRACTOR under this clause shall also include CONTRACTOR'S
employees, agents, or SUBCONTRACTORS.
g. EXCEPTION: Port of Seattle will retain ownership of the PIT array equipment and will not transfer
such equipment to Agency after completion of the work

36. UTILIZATION OF DIVERSE BUSINESSES
The State of Washington works towards providing the maximum practicable opportunity for small and
diverse businesses in the performance of all State contracts. Contractor shall use genuine efforts to
AGREEMENT NO. 2024-41 Page 10 of 16

Exhibit A
General Terms and Conditions
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
utilize race- or gender-neutral means to allow opportunities for small and diverse businesses to
participate in subcontracts, where participation opportunities are present. Contractor shall make
genuine efforts to ensure all available business enterprises, including small and diverse businesses,
have equal opportunity for participation which might be presented under this Agreement.
37. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or
breach. Any waiver shall not be construed to be a modification of the terms of this Agreement unless
stated to be such in writing and signed by personnel authorized to bind each of the parties.

AGREEMENT NO. 2024-41 Page 11 of 16

EXHIBIT B -
STATEMENT OF WORK & BUDGET
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site
in the Lower Duwamish River

PURPOSE:
This project seeks to install and operationalize a passive integrated transponder (PIT) array at the
Duwamish River People’s Park and Shoreline Habitat (DRPP) to monitor juvenile fish use and migration
through the newly restored habitat. There is a large data gap on how out-migrating salmonids are utilizing
recently completed habitat restoration projects within the highly modified estuarine environment of the
lower Duwamish River. Many sampling efforts have tried to address this using beach seining in the
Duwamish. This method only captures fish presence at a single moment in time and does not allow
researchers to determine if restoration projects are indeed providing meaningful long-term rearing habitat.
Based on WRIA 9 funded research done to date, we know that this long-term rearing is key to producing
Chinook outmigrants that will survive to adulthood. The Port of Seattle’s DRPP offers migrating
salmonids off-channel estuarine refugia that hasn’t been available for almost 100 years. Direct sampling
methods (i.e., fyke net) indicate juvenile Chinook salmon are entering the off-channel marsh basin within
the DRPP but little is known about how these fish are using the site (e.g., residence time, repeated entry,
etc.). A PIT array will be installed at the mouth of the DRPP marsh basin. During fyke net deployment,
any salmonids that meet the appropriate tagging criteria will have a PIT tag inserted. The tagged fish will
then be released back into the main channel of the Duwamish River. If a tagged fish enters the marsh
basin, the PIT array will record its data. The Port and King County will then analyze the data to help
determine how the tagged fish are utilizing the DRPP marsh basin, including residence time, multiple reentries
, overall migration patterns, etc. This is a complementary project to King County’s current research
on juvenile salmonid migration in the lower Green River. Several thousand fish will be tagged upstream
as part of that project, and the PIT arrays at DRPP will be able to detect if/how any fish tagged elsewhere
in the watershed (or greater Puget Sound) are utilizing the marsh basin. This will provide invaluable
information on juvenile salmonid migratory patterns in a comprehensive, watershed-scale way. The DRPP
project is one of the largest habitat restoration projects in the Duwamish estuary in a generation. DRPP is
a Tier 1 project identified in WRIA 9’s Salmon Habitat Plan (WRIA 9 2021). It aligns with WRIA 9’s
recovery strategy of protect, restore, and enhance estuarine habitat and with the Duwamish Blueprint
program identified within the Salmon Habitat Plan. Effectiveness monitoring and enhanced fish monitoring
to understand how fish are using the project site is essential to ensure that this project and future estuary
restoration projects in the Duwamish maximize benefits to salmon.
The CONTRACTOR shall report in writing delays, or adverse conditions that will materially affect their
ability to meet project objectives or time schedules. This disclosure shall be accompanied by a statement
of the action taken or proposed and any assistance needed by PSP to resolve the situation.
ASSUMPTION:
The Port of Seattle will only be submitting a billing invoice for the subtasks 2b and 5b as listed on the
statement of work & budget table below.
Payment
Deliverable/ Due Date/ Information
Task Task/Activities/Description Outcome Timeframe and/or
Amount
1 Project management, meeting facilitation, and technical coordination
1a Hold check-in meetings with Agendas, attendees, and Biweekly
the project team. notes for meetings. from
01/2024 –
12/2024

AGREEMENT NO. 2024-41 Page 12 of 16

Exhibit B
Statement of Work & Budget
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site in the Lower
Duwamish River
Payment
Deliverable/ Due Date/ Information
Task Task/Activities/Description Outcome Timeframe and/or
Amount
1b Hold quarterly check-in calls Quarterly call. Quarterly
with the Partnership project from
manager. 01/2024 –
06/2025
1c Diligently track budget and Timely and accurate Upon
progress. invoices. deliverable
submission.
2 PIT array installation
2a Determine PIT array Bid from vendor (West Fork 01/31/2024
configuration required to Environmental) with all the
adequately record fish coming required equipment and staff
in/out of marsh basin. time required to install PIT
array.
2b Installation and testing of PIT Photos of installation 3/31/2024 $90,000
antennas to confirm the process and data to estimate
system is working and detection rate.
estimate detection rates.
3 Field work
3a Plan and conduct field work, 1-2 page memo describing 06/30/2024
including fyke netting and methodology, successes,
tagging of juvenile salmonids. and challenges during field
work campaign.
4 Data analysis
4a Analyze data from field work 7/1/2024 –
campaign. 10/31/2024
4b Calculate and report on 1-2 page memo describing 10/31/2024
metrics, including residence preliminary results.
time, multiple re-entries,
overall migration patterns,
habitat use, survival, etc.
5 Reporting and outreach
5a Complete a draft report, Full draft report that is 12/31/2024
including methods, results, circulated to the Partnership,
and discussion/lessons project partners, and other
learned. relevant reviewers.
5b Complete a final report, Final report and two-page 1/31/2025 $25,000
incorporating relevant fact sheet.
reviewer comments.
Complete a two-page fact
sheet that summarizes results
for broad audiences.
Any additional maintenance or
replacement of equipment due
to damage and/or theft.
5c To maximize regional impacts Complete presentation(s) to 6/30/2025
of this study, share results and relevant groups.

AGREEMENT NO. 2024-41 Page 13 of 16

PROGRAM SPECIFIC REQUIREMENTS/NARRATIVE
Staffing Requirements: The PSP Executive Director or designee must approve project personnel
changes.
.

AGREEMENT NO. 2024-41 Page 14 of 16

EXHIBIT C -
Deliverable & Billing Procedures
Title: Salmonid Residence, Survival, and Migration in Newly Constructed Habitat Site
in the Lower Duwamish River
DELIVERABLE PROCEDURES
Deliverable requirements, including due dates, are specified in Exhibit B, Statement of Work and Budget.
CONTRACTOR shall submit deliverables to the PSP Project Manager listed on page 1 of this Agreement.
Do not attach deliverables to invoice vouchers.
The PSP Project Manager must provide written Acceptance of deliverables to CONTRACTOR and to
PSP Fiscal before PSP Fiscal can pay an invoice for those deliverables.
BILLING & INVOICE VOUCHER REQUIREMENTS
To request payment, the CONTRACTOR shall submit a form A-19 invoice voucher at least monthly to the
AGENCY unless there are no deliverables due for the month of billing. CONTRACTOR shall only bill for
completed tasks and deliverables agreed to in Exhibit B, Statement of Work & Budget.
Each invoice voucher submitted to the AGENCY by the CONTRACTOR must, at a minimum, include the
following:
1. The PSP contract/agreement number.
2. The time period during which the services were performed.
3. A description of the tasks or subtasks performed, and deliverables submitted that have met the
pay-point criteria listed in Exhibit B, Statement of Work and Budget, column “Payment
Information and/or Amount.”
4. Total invoice amount.
5. Date deliverable was accepted by PSP Project Manager. See DELIVERABLE PROCEDURES,
above.
6. Attach any other information mutually agreed upon by both parties during the course of the
contract.
Submit payment requests to:
Puget Sound Partnership
Fiscal Unit
PO Box 40900
Olympia, WA, 98504
Submit all invoices electronically to: pspfiscal@psp.wa.gov
GENERAL BILLING TERMS
The AGENCY shall reimburse the CONTRACTOR upon review and approval of work performed under
the scope of this agreement and receipt of properly completed payment requests.
Payment may be withheld if required work, services, progress reports and/or deliverables are not
submitted to the satisfaction of the AGENCY.
The AGENCY may terminate the agreement or withhold payments claimed by the CONTRACTOR for
services rendered if the CONTRACTOR fails to comply with any term or condition of this contract.
The CONTRACTOR shall submit a monthly invoice voucher or equivalent document to the AGENCY
AGREEMENT NO. 2024-41 Page 15 of 16

unless the agreement has been identified as a “deliverable-based” contract with specific due date or
special condition that has been approved by the Partnership. Contractors must submit invoices within 30
days after the month of completion of deliverables to the PSP Project Manager for “deliverable-based”
contracts. Payment for approved goods and/or services will be made by check, warrant or electronic fund
transfer (EFT) within 30 days of receipt of the invoice. The CONTRACTOR must submit invoices for all
work done within a fiscal year 30 days after the end of the fiscal year. Invoices shall be paid within 30
days after the final invoice has been submitted.
BILLING CONDITIONS:
All Contractors must submit any budget changes to any deliverable(s) to PSP for sufficient processing
time of any amendment execution between PSP and the Contractor. If information provided does not
allow for sufficient processing time, PSP will not adjust or pay for any invoices or billing over the 10% of
the total amount listed for each deliverable even if the added total amounts for all the deliverables does
not exceed the total budget.
The CONTRACTOR shall receive reimbursement for travel and other expenses as identified or as
authorized in advance by the AGENCY as reimbursable. Such expenses may include airfare (economy or
coach class only), other transportation expenses, lodging and subsistence necessary during periods of
required travel at the current state reimbursement rates (http://www.ofm.wa.gov/resources/travel.asp ).
Payment shall be considered timely if made by the AGENCY within thirty (30) calendar days after receipt
of properly completed reimbursement request.

AGREEMENT NO. 2024-41 Page 16 of 16

Limitations of Translatable Documents

PDF files are created with text and images are placed at an exact position on a page of a fixed size.

Web pages are fluid in nature, and the exact positioning of PDF text creates presentation problems.

PDFs that are full page graphics, or scanned pages are generally unable to be made accessible, In these cases, viewing whatever plain text could be extracted is the only alternative.