ITEM NO:           4d Attach . 
DATE OF MEETING: _February 24, 2015 . 

WCC AGREEMENT NO. 
WAS H I N GT ON CONSERVATI ON CORPS 
SPONSOR CONTRACT 
THIS CONTRACT made by and between the State of Washington Department of Ecology Conservation Corps,
hereinafter referred to as the "DEPARTMENT," and that entity whose name appears in item 1, below, hereinafter
referred to as the "SPONSOR." 
1.SPONSOR Port of Seattle              2. CONTACTS 
3. ADDRESS: Sea-Tac Airport                DEPT. PROJECT LEADER  Roland McGill        (360) 407-6077 
17801 Pacific Hwy. S          SPONSOR CONTACT     Josh Feigin        (206) 787-6798 
A6012M                   CREW SUPERVISOR
Seattle, WA                OTHER 
98158 
SPONSOR FISCAL OFFICER
4. PROJECT TITLE/DESCRIPTION  Port of Seattle Natural Resource Maintenance Interlocal Agreement 
5. PROJECT LOCATION:  King County 
6. SCOPE OF WORK: Under direction of Port of Seattle staff, the WCC crew will implement a variety of
Best Management Practices related to the maintenance of Port owned wetland, stream and other natural
resource properties. See Section IX of this interlocal agreement for specific scope details and
process. 

7. PERIOD OF PERFORMANCE: 
CONTRACT BEGINS: 4/16/2015   CONTRACT ENDS: 4/15/2020 
8. MAXIMUM BUDGET                                                     REIMBURSED 
to DEPARTMENT 
by Sponsor 
Provided by DEPARTMENT       Cost      Provided by SPONSOR/DONATIONS     COST 
$0                                       $700,000 
WCC Crew Labor 

Total DEPARTMENT Cost       $0                     Total SPONSOR COST               $700,000 

Above cost 
Not to be 
Exceeded 
10. Special Terms and
Conditions 
No    Yes (See___.) 
11. Biennial Closures: In accordance with biennial closing procedures, the sponsor must
REMARKS 
reimburse the DEPARTMENT no later than  June 30      , 2013 for services or material
supplied under this contract when submitted for payment on properly itemized vouchers
(Form A-19). 
AFRS ACCOUNT CODE 
TRANS               APPN   PROG   PROJECT   SUB   PROJ   ORG   CO.   OBJ   SUB   AMOUNT 
CODE           FUND   INDE  INDE         PRO   PHAS   INDE            OBJ 
X     X            J         X 

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The Port of Seattle ("Port" or "Sponsor") and Washington State Department of Ecology ("Ecology" or
"Department") agree as follows that the Department shall provide services through the Washington
Conservation Corps ("WCC") which is administered and implemented by the Department: 
I.    All rights and obligations of the parties to this contract shall be subject to and governed by those
general terms and conditions contained in the text of this contract instrument and Section XII
"SPECIAL TERMS AND CONDITIONS". 
II.    In  the  event  of  an  inconsistency  in  this  contract,  unless  otherwise  provided  herein,  the
inconsistency shall be resolved by giving precedence in the following order: (a) Applicable
Federal & State Statutes & Regulations, (b) Special Terms and Conditions, and (c) General
Terms and Conditions. 
III.   This contract and its appendices, if any, contains all the terms and conditions agreed upon by
the parties. No other understandings, oral or otherwise, regarding the subject matter of this
contract shall be deemed to exist or to bind any of the parties hereto. 
IV.  This contract shall be subject to the written approval of the authorized representative of the
DEPARTMENT and shall not be binding until so approved. Only the authorized representative
by writing (delegation to be made prior to action) shall have the expressed, implied, or
apparent authority to alter, amend, modify, or waive any clause or condition of this contract.
Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of
this contract is not effective or binding unless made in writing and signed by the authorized
representative. 
V. LEGAL AUTHORITY/POWERS 
Under RCW 39.34.080, a public agency may contract with any one or more other public
agencies to perform any governmental service, activity or undertaking if each public agency
entering into the contract has legal authority to perform such service, activity or undertaking. 

A. Port/SPONSOR's Legal Authority/Background 
The Port/SPONSOR derives its legal authority to act from its enabling statutes, Title 53 RCW
and Chapter 14.08 RCW. 
The Port has legal authority to undertake natural resource maintenance on Port-owned
properties, including the wetland mitigation sites for the Seattle Tacoma International Airport. 
In RCW 53.08.420, the Legislature authorized port districts to "participate in and expend revenue
on cooperative watershed management actions  for purposes of water supply, water quality
and water resource and habitat protection and management." Wetland vegetation maintenance
is integral to water resource and habitat protection and management. Wetlands act like a
sponge or filter to detain and clean water. Besides affecting water quality, the elimination or
degradation of wetlands affect the habitat of fish. For example, when wetlands are replaced by
impervious surfaces, water runs off with greater force scouring the soils of the banks of the
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creeks, leaving fish no place to rest, exposed to the sun and vulnerable to predators. When 
vegetation is not properly maintained, the wetland becomes degraded and loses its ability act
like a filter to detain and clean water. 
Wetland vegetation maintenance is also required under the conditions of permits issued for the
Airport's capital projects. 
Specifically, as part of the Third Runway project, the Port filled all or portions of wetlands within
certain watersheds. The site of the Third Runway used to be a wooded canyon encompassing
Miller Creek, the bottom of which used to lie approximately 150 feet below the level of the
Airport's old runways. Before the Port could place fill into area wetlands, the Port had to obtain
a permit from the Army Corps of Engineers. Under Section 401 of the Clean Water Act (33
U.S.C. Sec. 1341), that meant the Port had to first obtain certification from Ecology stating that
there is reasonable assurance that the project will not violate applicable state water quality
standards and that impacts to wetlands will be mitigated. The construction of the Third
Runway, for example, affected 21.34 acres of wetlands. The conditions of Ecology's
certification was that the Port mitigate these impacts by providing two acres of wetland
mitigation for every one acre of wetland affected by the Third Runway project, or earn 42.68
mitigation credits. The Port submitted a Natural Resources Management Plan to earn these
mitigation credits by making improvements to over 112 acres of land in-basin, including
enhancement of urban streams, removal of septic systems and replacement of impervious
services. The Port's out-of-basin mitigation included the acquisition of a 65-acre site in Auburn,
along the Green River, to establish forested wetland, shrub wetland, emergent wetland, open
water, wetland habitat and buffers. The out-of-basin mitigation in Auburn is intended to provide
habitat hospitable to waterfowl far enough away from the Airport and its runways to avoid
dangerous collisions between birds and planes. The Port must maintain existing plantings to
meet permit-specified performance standards for plant survival, plant density and vegetative
cover at these established wetland mitigation sites. 

B. Ecology/DEPARTMENT'S Legal Authority/Background 
The Legislature enacted Chapter 43.220 RCW which created the Washington Conservation
Corps, hereinafter referred to as the "WCC," and named the DEPARTMENT as one of six
state agencies having implementation authority.  In enacting Chapter 43.220 RCW, the
Legislature declared 
That "it is important to provide an opportunity for group-oriented public service experiences for
the state's young persons;  and that "values of hard work, public spiritedness, group
achievement and cooperation, resource conservation, and environmental appreciation can and
should be transmitted to society's youth through a conservation corps program." 
Under RCW 43.220.030, one of the WCC program goals is the conservation, rehabilitation, and
enhancement of the state's natural, historic, environmental, and recreational resources with
emphasis given to projects which address statewide priorities such as statewide water quality
and watershed management plan. Other program goals include the "development of the state's
youth resources through meaningful work experiences" and the "teaching of the workings of
natural, environmental, and biological systems, as well as basic employment skills." 
VI.  PURPOSE 
The purpose of this interlocal agreement is to establish a formal understanding between the
DEPARTMENT and the SPONSOR to obtain the services of the WCC in accomplishing the
natural resource maintenance projects described in Section IX "SCOPE OF WORK". 
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This interlocal agreement is designed to specify the kinds and amounts of goods and services to
be used and/or exchanged by the DEPARTMENT and the SPONSOR to their mutual benefit
through a WCC project. 
The SPONSOR acknowledges that participation in the WCC program shall not result in the
displacement of currently employed workers, including partial displacement such as reduction
in hours of nonovertime work, wages, or other employment benefits, nor in the impairment of
existing contracts for services. 
VII. OBJECTIVES 
The Port Environmental departments have a responsibility to manage a large amount of 
natural resources, including wetlands, coastal and stream riparian properties. Many of these
properties are mitigation sites with vegetation performance standards and/or properties
where invasive weed control and plant maintenance are required. The Port is entering this
agreement as the SPONSOR in order to get assistance meeting  their regulatory
responsibilities. The Port desires to establish a partnership with an organization that can
provide necessary services while developing environmental awareness and leadership in
local community youth. Through such a partnership, the Port will collectively be working to
meet their required mitigation maintenance standards along with organizational strategies
dealing with enhancing the public understanding of the Port's role in the region and exhibiting
environmental stewardship through our actions. 
The services performed by the DEPARTMENT will support the Port in meeting regulatory
mandates and organizational strategies while supporting several of the DEPARTMENT's
stated goals for the Washington Conservation Corps. These goals as outlined in RCW
43.220.030 include: (1) Conservation, rehabilitation, and enhancement of the state's natural,
historic, environmental, and recreational resources; (2) Development of the state's youth
resources through meaningful work experiences; (3) Assisting agencies in carrying out
statutory assignments with limited funding resources. 

VIII. DEFINITIONS: 
A. "SPONSOR Contact" shall mean the person who serves as the SPONSOR's lead on the project
and shall cooperate with all parties concerned to promote successful completion of the project
described in Section IX "SCOPE OF WORK". 
B. "SPONSOR Work Director" shall mean the person who specifies work to be performed onsite;
outlines, describes, and delegates work to be accomplished; supplies necessary orientation and
training for use of special equipment and procedures; and is responsible for directing WCC crew
supervisor(s) regarding specific project tasks as described in Section IX. "SCOPE OF WORK." 
C. "DEPARTMENT Project Leader' shall mean the person who is responsible for developing and
facilitating the project and shall serve as liaison between the DEPARTMENT and SPONSOR.
PROJECT LEADER assumes ultimate responsibility to ensure adequate coordination of the
project. 
D. "Corps Member" shall mean an individual enrolled in the WCC program. Corps members shall
not be considered regular state employees. Provisions of law relating to civil service, hours of
work, rate of compensation, sick leave, unemployment compensation, state retirement plans and
vacation leave do not apply to the Corps members. However, medical aid and state industrial
insurance will be provided by the DEPARTMENT for each Corps member. 

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E. "Crew Supervisor" shall mean the person who is responsible for matters relating to personnel
administration and overall project direction. He/she supervises Corps members (generally four
or more) regarding work to be accomplished and is responsible for individual crew safety, daily
crew supervision and discipline, completes Corps member training plans, and provides a written
evaluation of each Corps member's job performance and skills acquired after two months and at
termination of employment. 
IX. SCOPE OF WORK 
The Port of Seattle requires outside services support to assist with maintenance of its wetland
mitigation and other natural resource sites.  Maintenance needs may include; selective
trimming of desired vegetation, procurement of plants and other maintenance related
materials, replacement plantings in areas of high mortality or low vigor, planting in areas of low
density or cover, habitat stabilization, weed management, soil amendment, installation of
rodent guards, troubleshooting existing irrigation systems, and supporting existing monitoring
and planning efforts. 
A. TASK ASSIGNMENT: The SPONSOR will develop individual task orders as specific work tasks
are required. Upon receipt of a task order the DEPARTMENT will prepare an estimate of
necessary time and funding to complete the task and submit this estimate to the SPONSOR for
approval. Upon acceptance of the estimate the DEPARTMENT may begin to work on the
approved task. The DEPARTMENT shall perform in a satisfactory and proper manner the
"SCOPE OF WORK," described in individual task orders. 
B. NECESSARY EQUIPMENT: To the extent necessary, both parties shall provide materials and
supplies necessary to ensure satisfactory completion of the project, including any special
equipment required by special work conditions, and both parties shall cooperate in the
procurement of any necessary permits such as right of entry. The DEPARTMENT agrees to
provide Corps members who will be used to complete said work. All equipment provided by
either the DEPARTMENT or the SPONSOR shall be returned to the provider within fifteen (15)
days after termination of this Agreement, unless otherwise specified in Section XVII. "SPECIAL
TERMS AND CONDITIONS." 

X.  PERFORMANCE/RESPONSIBILITIES 
A. Effective Date of Agreement: The Effective Date of this Agreement shall be the date of
execution where the signatures of both parties have been obtained. 

B. Time for Performance: Any work performed prior to the effective date of this SPONSOR
CONTRACT, or continuing after the completion date of same, unless otherwise agreed upon in
writing herein, will be in violation of this contract and will be at the SPONSOR's expense. 
C. Duration: The duration of this Agreement shall be from the date of execution through a five year
period.
D. Compliance With All Laws: The SPONSOR agrees to observe all federal and state laws,
regulations, and policies affecting performance under this contract. 
E. Release of Information or Materials: The SPONSOR will not release any information or materials
developed pursuant to this contract without prior written authority from the DEPARTMENT. 

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F. Final Report Evaluation: Within 30 days after termination of this contract, the SPONSOR shall
provide the DEPARTMENT with a written evaluation of the project. At a minimum, the following
shall be evaluated: 
1. Benefit to Corps members          4.  Whether the overall goals and
objectives of the project were obtained 
2. Environmental benefits             5.  Suggestions for program improvement 
3. Department cooperation/coordination   6.  Revised  estimates  of  alternate  supplier
cost and SPONSOR cost/donation 
G. Non-Discrimination 
The DEPARTMENT and the SPONSOR agree to be bound by all federal and state laws,
regulations, and policies against discrimination and agree not to discriminate in employment,
either directly or indirectly, because of a person's age, sex, sexual orientation, marital status,
creed, color, national origin, or the presence of any sensory, mental, or physical handicap,
unless based upon a bona fide occupational qualification. The DEPARMENT is an Equal
Opportunity and Affirmative action employer. For special accommodation needs, the
telephone number for Washington Conservation Corps is (206) 407-6947. 
The TDD number is (206) 407-6006. 
H. Amendments 
Changes in the scope of this contract which cause an increase or decrease in the cost of, or
the time required for the performance of any part of the scope of work under this contract,
shall be accomplished by written amendment and executed by both parties prior to
implementation. 
.   I. Subcontracts 
The SPONSOR shall not enter into subcontracts for any of the work contemplated under this
contract without obtaining prior written approval of the DEPARTMENT'S PROJECT
LEADER. 
J. Attorney's Fees 
In the event of any controversy, claim, or dispute arising out of this Agreement, each party
shall be subject to the dispute resolution provision in Section XI and shall be solely
responsible for the payment of its own legal expenses, if any, including but not limited to
attorney's fees and costs.

K. Legal Relationship 
The parties to this Agremeent execute and implement this Agreement solely as the
Port/SPONSOR and Ecology/DEPARTMENT. No partnership, joint venture or joint undertaking
shall be construed from this Agreement. 
L. Compensation 
Upon completion of assigned task or service order the DEPARTMENT may submit an invoice
based on rates included as Exhibit A. This exhibit may be c hanged annually as required by
WCC regulation through the submittal and subsequent approval of an amended rate sheet. 

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1. Invoice Vouchers:  Reimbursable expenditures under the terms and conditions of this
contract shall in no event exceed the amount set forth herein. The SPONSOR shall
reimburse the DEPARTMENT for services performed when submitted on a properly
itemized voucher (Form A-19) in accordance with Section 8 of Contract Page 1 "MAXIMUM
BUDGET'. Reimbursement shall be made by the SPONSOR within thirty (30) days of
receipt of said voucher. 
XI. RIGHTS 
A. Termination of Agreement: 
1. Termination by SPONSOR for Cause: If the DEPARTMENT fails to fulfill in a timely and
proper manner its obligations under this contract, or if DEPARTMENT shall violate any of the
covenants, agreements, assurances, or stipulations of the contract, SPONSOR shall have the
right to terminate this contract by giving written notice specifying the effective termination date
to the DEPARTMENT at least seven (7) days before such date. 
2. Termination by DEPARTMENT for Cause: If SPONSOR  fails to fulfill in a timely and proper
manner its obligations under this contract, or if SPONSOR shall violate any of the covenants,
agreements, assurances, or stipulations of the contract, DEPARTMENT shall have the right to
terminate this contract by giving written notice specifying the effective termination date to the
SPONSOR at least seven (7) days before such date. 
3. Termination by DEPARTMENT for Convenience: The DEPARTMENT may terminate this
contract by giving written notice to SPONSOR of such termination and specifying the effective
date thereof at least ten (10) days before the effective date of such termination. In that event, 
all finished or unfinished documents and other materials as described above shall be
delivered to DEPARTMENT for its review. After the review at the option of DEPARTMENT
such documents or material or portions thereof shall become its property. 
4. Insufficient Funding: In the event funding from state, federal, or other sources is withdrawn,
reduced, or limited in any way after the after the effective date of this contract and prior to
normal completion, the DEPARTMENT may terminate the contract under Section XI.C.
"Termination by DEPARTMENT for Convenience" clause, subject to renegotiation under
those new funding limitations and conditions. 
B. Notice: 
Any and all notices required or permitted to be given under any of the provisions of this
Agreement shall be in writing and shall be deemed to have been duly given upon receipt
when personally delivered or sent by overnight courier or two (2) days after deposit in the
United States mail if sent by certified or registered mail, return receipt requested. All notices
shall be addressed to the Port and Ecology at the addresses set forth below or at such other
addresses as may be specified by one party's notice to the other party: 




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PORT/SPONSOR: 
Josh Feigin 
Environmental Management Specialist 
Port of Seattle Aviation Environmental 
PO Box 68727 
Seattle, WA 98168 
Fax # (206) 787-6617 

ECOLOGY/DEPARTMENT: 
Nick Mott 
Project Coordinator, Contracts Management 
Washington Conservation Corps 
Washington State Department of Ecology 
PO Box 47600 
Olympia, WA 98504-7600 
Fax# (360) 407-7162 

C. LIABILITY 
1. When direct supervision is provided by the DEPARTMENT employed crew supervisor, the
DEPARTMENT agrees that WCC members working under this contract are agents of the
DEPARTMENT, and therefore the DEPARTMENT shall be liable for personal injury or property
damage caused by WCC Corps member negligence. 
2. When direct supervision is provided by the SPONSOR, the SPONSOR agrees that WCC Corps
members working under this contract are agents of the SPONSOR, and therefore the
SPONSOR shall be liable for personal injury or property damage caused by WCC Corps
member negligence. 
3. To the extent that the Constitution and laws of the State of Washington permit, all parties to this
contract shall be responsible for damage to persons or property resulting from the negligence on
the part of itself, its employees, its agents, or its officers. None of the parties assume any
responsibility to the other parties for the consequences of any act or omission of any person,
firm, or corporation not a party to this contract. 

D.  Disputes 
Except as otherwise provided in this contract, when a bona fide dispute arises between the
DEPARTMENT and the SPONSOR and it cannot be resolved, either party may request a
dispute resolution with the DEPARTMENT. The parties agree that this dispute resolution
process shall precede any action in a judicial tribunal. Either party's request for a dispute
resolution must: 
1.   be in writing; 
2.   state the disputed issues; 
3.   state the relative positions of the parties; 
4.   state the SPONSOR's name, address, and WCC Agreement number; 

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5.   be mailed to the DEPARTMENT within thirty (30) days after the party could
reasonably be expected to have knowledge of the issue(s) which are now in
dispute. 

F. Records Retention/Audit 
Both parties shall maintain books, records, documents and other evidence relating to the costs
and/or performance of this Agreement ("records") on a generally recognized accounting basis
and to such extent and in such detail as will properly reflect and fully support all fees, and
direct and indirect costs of any nature expended in the performance of this Agreement.
These records shall be subject at all reasonable times to inspection, review, or audit by duly
authorized personnel for six years after the expiration of this Agreement. Each party shall
make a good faith effort to cooperate with representatives of the other party conducting an
inspection, review or audit. 


XII. SPECIAL TERMS AND CONDITIONS 
Special terms and conditions of this contract contained in the box below are not made a part of
this contract (requires initials). 
/ 
Department Sponsor 


XIII.MISCELLANEOUS 
A. Entire Agreement: 
This  document contains the entire and integrated contract between the parties, and no
statement, promise, inducement or agreement made by the DEPARTMENT or its agents or
employees that is not contained in this written Agreement shall be valid or binding. No
alteration, addition, or modification of any of the terms or conditions of this Agreement shall be
effective if not in writing and signed by the authorized representatives of the SPONSOR and
the DEPARTMENT 
B. Severability: 
In the event any portion of this Agreement shall be found to be invalid by any court of
competent jurisdiction, such holding shall not affect the remaining provisions of this
Agreement unless the court of competent jurisdiction rules that the principal purpose and
intent of this Agreement should and/or must be invalidated. 
C. Authority to Execute Agreement: 
The signatories to this Agreement represent that they have the authority to bind their
respective organizations to this Agreement. 
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D. Counterparts: 
This Agreement may be executed in separate counterparts, all of which shall be construed as a
single integrated instrument. Facsimile and digitally-scanned signatures shall be valid and
binding with the same force and effect as the original signatures. 

SIGNATURES: 
SPONSOR                    DEPARTMENT 
BY:                                       BY: 
TITLE:                                    TITLE:     Deputy Director/DOE 
DATE:                                DATE: 

Preapproved as to form by Assistant Attorney General. 













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