INTERLOCAL AGREEMENT BY AND BETWEEN
THE CITY OF BURIEN 
and
THE PORT OF SEATTLE
THIS INTERLOCAL AGREEMENT, hereinafter referred to as the "Agreement", is
entered into pursuant to Chapters 39.33 and 39.34 RCW by and between the CITY OF
BURIEN, a Washington municipal corporation (hereinafter referred to as the "City") and the
PORT OF SEATTLE, a Washington municipal corporation (hereinafter referred to as the
"Port").
RECITALS
A. The City is a non-charter code city organized pursuant to Chapter 35A.13 RCW of the laws
of the State of Washington having authority to enact laws and enter into agreements to
promote the health, safety, and welfare of its citizens, and thereby control the use and
development of property within its jurisdiction.
B. The Port is a municipal corporation, with authority under Title 53 RCW, and Title 14 RCW
of the laws of the State of Washington, and other federal, state and local laws, to enter into
agreements concerning use and disposition of Port-owned real property.
C. The City has designated an approximately 158-acre area located northwest of Sea-Tac
Airport as its Northeast Redevelopment Area ("NERA").
D. The NERA includes about 55 acres of Port-owned property, most of which is "noise
property" acquired under the Federal Aviation Administration's ("FAA") Part 150
regulations.  Consequently, the FAA must review and approve use, lease, disposal actions
related to Port owned noise property.
E. The  City  wishes  to  make  improvements  in  NERA  to  facilitate  current  and  future
development.  In particular, the City wishes to complete road improvements to improve
commercial truck access and pedestrian safety along S. 144th Way.
F.  In addition, the Parties have agreed to relocate and lengthen Miller Creek to improve riparian
and fish habitat conditions.
G. The City and the Port jointly prepared a redevelopment strategy for the NERA in April,
2010.    The City and the Port now desire to further implement that strategy through
collaborative planning and other mutual actions to facilitate private sector investment in
redevelopment of the NERA.

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H. The City and the Port are entering into this Agreement pursuant to the authority granted in
Chapter 39.33 Revised Code of Washington, (Intergovernmental Disposition of Property Act)
which permits a political subdivision of the State of Washington to sell real property
interests to  the  State or  any municipality or  any  political subdivision thereof on such
terms and conditions as may be mutually agreed upon by the proper authority of the state
and/or the subdivisions concerned, and pursuant to the authority granted in Chapter 39.34
Revised Code of Washington, (Interlocal Cooperation Act).
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants of the Parties
contained herein, and pursuant to Chapters 39.33 and 39.34 RCW, the Parties hereto agree as
follows:
AGREEMENT 
SECTION 1. DEFINED TERMS

1.1     Agreement. This Interlocal Agreement between the City and the Port.
1.2     BMC. The Burien Municipal Code.
1.3     City. The City of Burien, a municipality of the State of Washington, which
exercises governmental functions and powers pursuant to the laws of the State of Washington
and the BMC. The principal office of the City is located at 400 152nd Street, Suite 300, Burien,
Washington 98166.
1.4     Master Drainage Plan.   The comprehensive plan for managing stormwater
throughout the NERA, including regional Stormwater Facilities #3, #4, #5 and #6, prepared by
Otak and dated December, 2013. 
1.5     NERA.  The Northeast Redevelopment Area, an approximately 158-acre area
bounded by South 138th Street on the north, Des Moines Memorial Drive to the east and south,
and 8th Avenue South to the west,
1.6     Port. The Port of Seattle, a municipal corporation, which exercises governmental
functions and powers pursuant to the laws of the State of Washington.  The principal office of
the Port is located at 2711 Alaskan Way, Seattle, Washington 98121. 
1.7     Roadway Improvements.  S. 144th Way Roadway Improvement Project  S.
146th Street to Des Moines Memorial Drive.
1.8     Stream Improvements. Miller Creek Stream Restoration Project.

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1.9     Pilot Program.  A program administered by the Federal Aviation Administration
purposed for engineering and design services, with the Port of Seattle as sponsor, and the City of
Burien as a partner. 
SECTION 2. PURPOSE 
2.1     General.  The City and the Port are entering into this Agreement as a means to
further  facilitate  redevelopment  of  the  NERA  Plan  through  additional  cooperation  and
completion of mutual actions. 
2.2     Cooperative Actions. The City and the Port agree to undertake and complete the
following separate, but related, activities:
2.2.1   Roadway Improvements.   The City will construct the S 144th Way
Roadway Improvement Project as designed under the Pilot Program. The
City will convey certain property to the Port and the Port will grant certain
easements to the City to provide property rights needed to construct, own
and maintain the roadway improvements.
2.2.2   Stream Improvements.      The City will construct the Miller Creek
Stream Restoration Project as designed under the Pilot Program. The Port
will convey to the City certain easements needed by the City to construct
and maintain the restored stream channel until monitoring requirements
have been fully met.

SECTION 3 PROPERTY TRANSFERS AND EASEMENTS NECESSARY FOR S. 144TH 
WAY ROADWAY IMPROVEMENTS AND MILLER CREEK STREAM
RESTORATION
3.1 General. The City is the owner in fee simple of the right-of-way depicted as
Areas D and E in Exhibit 1 attached hereto and incorporated by this reference. Areas D and E
collectively total 13,854 square feet and will be transferred to the Port by quit claim deed
pursuant to the schedule set forth in paragraph 3.4. The Port is the owner in fee simple of real
property depicted as Areas A, B, and C as set forth in Exhibit 1. Areas A, B, and C collectively
total 7,847 square feet. The Port will convey a street use easement to the City in accordance with
paragraph 3.3 herein and other easements as set forth in paragraphs 3.5, 3.6, and 3.7.
3.2 Consideration. The Parties agree that the City's conveyance by deed of 13,854
square feet of real property to the Port constitutes adequate consideration for the Port's

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conveyance to the City  of a street use easement totaling  7,847 square feet, a slope
easement totaling 12,370 square feet, a reduction to an existing trail easement of 1,342 square
feet, and the Port's conveyance to the City of a temporary construction easement totaling of
253,509 square feet.    The  Parties  further  agree  that  the  determination  of  adequate
consideration  takes  into account  previous  fair  market  appraisals  of  City  right-of-way
obtained in support of the Port's requestfor vacation of City streets located in the vicinity,
as documented by City Ordinance No.650.  The  Parties  further  agree  that  requiring  fairmarket
appraisals of the real property depicted as Areas D, and E in Exhibit 1, the value of the
easements depicted as Areas A, B, and C in Exhibit 1, and the value of all easements depicted in
Exhibit 2 would add undesirable delays and costs to the improvements contemplated by this
Agreement.   Accordingly, the  Parties agree that  the  benefits  to  each  party  from  the
conveyances by the other are equivalent and therefore constitute adequate consideration.
3.3     Street Use Easement.  On or before May 15, 2018, the Port shall record Street
Use Easements for the City's benefit for Areas A, B, and C depicted in Exhibit 1.
3.3.1   Area B encumbered by Stormwater Facility #4 Easement. Because
Area B as depicted in Exhibit 1 is currently the location of Stormwater
Facility #4 Easement, the Street Use Easement referred to in Paragraph 3.3
shall include the Stormwater  Facility #4 use  within such Street Use
Easement.
3.4     Transfer  of  City  Property  to  Port.    Upon  completion  of  Roadway
Improvements, the City will convey to the Port by quit claim deed Areas D and E as depicted in
Exhibit 1 subject to the following easements: 
3.4.1   Slope Easement:   The City shall reserve for itself a slope easement
depicted as Area 2 in Exhibit 2, and located within Area D being conveyed
to the Port. 
3.4.2   Utility Easements:  Prior to conveyance of Area E to the Port, the City
shall  reserve  utility  easements  for  Seattle  City  Light,  Verizon,  and
Comcast.
3.4.3   Trail Easement:  The City shall reserve for itself a trail easement as
depicted Area 10 in Exhibit 2, and located within the Area D being
conveyed to the Port. Area 10 represents the future alignment of the trail.
3.4.4   Temporary Construction Easement:  The City shall reserve for itself a
temporary construction easement as depicted in Area 12 in Exhibit 2, and
located within Area D being conveyed to the Port.  The purpose of the

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temporary construction easement is to construct Stream Improvements.
The stream in its future configuration may not require a permanent
easement in favor of the City. In the event it does, the Parties commit to 
entering into such easement at a later date. 
3.5     Temporary Construction Easement: On or before May 15, 2018, the Port shall
grant a temporary construction easement in favor of the City for the area depicted as Area 11 in
Exhibit 2.   The temporary construction easement is necessary for construction activities
including revising connections to Stormwater Facility #4; stream re -channelization/floodplain
construction; grading and restoration adjacent to stream re-channelization and road construction;
contractor staging areas for both the stream re-channelization and road construction, and for
possible adjustment of the location of utilities that cross Area 11. 
3.6     Slope Easements.  On or before May 15, 2018, the Port shall record a slope
easement in favor of the City for the area depicted as Area 1 in Exhibit 2.  There is currently
located within Area 1 an easement for Stormwater Facility #6.
3.7     Trail  Easements.    On  or  before  May  15,  2018,  the  Port  shall  record  an
amendment to the Shared-Use Path Easement Agreement dated January 31, 2014, memorialized
by Memorandum of Easement dated January 31, 2014, and recorded under King County
Recording #20140211000941 to add the area depicted as Area 9 in Exhibit 2. There is currently
recorded on Port property in favor of the City an easement as depicted in Area 14 in Exhibit 2.
Upon completion of Stream Improvements, the Port shall amend the Area 14 in Exhibit 2 to
remove the language granting the easement for Area 14, and grant a trail easement to the City for
the area depicted as Area 13 on Exhibit 2. 

SECTION 4. GENERAL PROVISIONS 
4.1     Notices,  Demands  and  Communications.    Formal  notices,  demands  and
communications between the City and the Port shall be sufficient if given and shall not be
deemed given unless dispatched by certified mail, postage prepaid, returned receipt requested, or
delivered personally, to the principal offices of the City and the Port as follows: 
City:                                     Port: 
City Manager                          Director Real Estate and Economic
City of Burien                            Development 
400 152nd Street, Suite 300                Port of Seattle 
Burien, WA 98166                   2711 Alaskan Way 
Seattle, WA 98121 
If Mailed: P.O. Box 1209 
Seattle, WA 98111 

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4.2     Amendments.   This Agreement may be amended or modified upon mutual
consent of the Parties and in accordance with all applicable laws, rules or regulations.  Such
mutual consent of the Parties shall be evidenced by a written amendment signed by the Parties.
4.3     Other Government Approvals. Should the Port at any time require the approval
of the Federal Aviation Administration to proceed with the transfers/conveyances in this
Agreement, the Port shall bear the sole cost and responsibility for obtaining needed approvals. 
The City, upon request by the Port, shall lend its full cooperation and affirmative support if it
deems such would be in the interest of timely performance under this Agreement, and such
cooperation and support would not compromise the responsibilities of the City, including its
responsibilities to the Port as set forth in this Agreement.
4.4     Conflict of Interests. No member, official or employee of the City shall make
any decision relating to the Agreement, which affects his or her personal interests or the interests
of any corporation, partnership or association in which he or she is directly or indirectly
interested.  The Port warrants that it has not paid or given, and shall not pay or give, any third
person any money or other consideration for securing the City's approval of this Agreement. 
4.5     Non-Liability of City, Officials, Employees, and Agents.  No member, official,
employee or agent of the City shall be personally liable to the Port, or any successor in interest,
in the event of any default or breach by the City or for any amount that may become due to the
Port or successor or on any obligation under the terms of this Agreement. 
4.6     Non-Liability of Port, Officials, Employees, and Agents. No member, official,
employee or agent of the Port shall be personally liable to the City, or any successor in interest,
in the event of any default or breach by the Port or for any amount that may become due to the
City or successor or on any obligation under the terms of this Agreement. 
4.7     Title of Parts and Sections.  Any titles of the parts, sections or subsections of
this Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any part of its provisions. 
4.8     Hold Harmless by the Port. The Port shall indemnify and hold harmless the City
and its officers, agents and employees, or any of them from any and all claims, actions, suits,
liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising
out of the negligent act or omission of the Port, its officers, agents, employees, or any of them
relating to or arising out of the performance of this Agreement.  If a final judgment is rendered
against the City, its officers, agents, employees and/or any of them, or jointly against the City
and the Port and their respective officers, agents and employees, or any of them, the Port shall

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satisfy the same to the extent that such judgment was due to the Port's negligent acts or
omissions. 
4.9     Hold Harmless by the City. The City shall indemnify and hold harmless the Port
and its officers, agents and employees, or any of them from any and all claims, actions, suits,
liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising
out of the negligent act or omission of the City, its officers, agents, employees, or any of them
relating to or arising out of the performance of this Agreement.  If a final judgment is rendered
against the Port, its officers, agents, employees and/or any of them, or jointly against the Port and
the City and their respective officers, agents and employees, or any of them, the City shall satisfy
the same to the extent that such judgment was due to the City's negligent acts or omissions. 
4.10   Enforcement, Rights and Remedies Cumulative.  This Agreement shall be
enforceable by the either Party to the Agreement notwithstanding any change in any applicable
general or specific requirement adopted by the City that alters or amends the rules, regulations,
or  policies  specified  in  this  Agreement.   Enforcement  may  be  through  any  remedy  or
enforcement method or process, or combination thereof, allowed under law and/or equity.
Except as otherwise stated in this Agreement, the rights and remedies of the Parties are
cumulative, and the exercise or failure to exercise one or more of these rights or remedies by
either party shall not preclude the exercise by it, at the same time or different times, of any right
or remedy for the same default or any other default by the other party. 
4.11   Applicable Law.  This Agreement shall be interpreted under and pursuant to the
laws of the State of Washington. Venue for any legal action brought hereunder shall be in the
King County Superior Court. 
4.12   Severability.  If any term, provision, covenant or condition of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of
the provisions shall continue in full force and effect unless the rights and obligations of the
Parties  have  been  materially  altered  or  abridged  by  such  invalidation,  voiding  or
unenforceability. 
4.13   Legal Actions; Attorneys' Fees.  In the event any legal action is commenced to
interpret or to enforce the terms of this Agreement, or to collect damages as a result of any
breach of the Agreement, the Parties shall be responsible for their own attorneys' fees and costs
incurred in the action. 
4.14   Binding Upon Successors.  This Agreement shall be binding upon and inure to
the benefit of the successors in interest and assigns of each of the Parties.  Any reference in this
Agreement to a specifically named party shall be deemed to apply to any successor or assign of
such party who has acquired an interest in compliance with the terms of this Agreement, or under
law. 

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4.15   Parties Not Co-ventures.  Nothing in this Agreement is intended to or does
establish the Parties as partners, co-venturers, or principal and agent with one another, nor
employees and/or employers of each other. 
4.16   Warranties.   Neither Party expresses a warranty or other representation to the
other or any other Party as to the fitness or condition of the property interests to be conveyed
pursuant to this Agreement, other than those expressed within this Agreement. 
4.17   Reasonable Approvals.   The approval of a party of any documentation or
submissions herein called for that do not require action by the legislative body of either Party,
shall not be unreasonably withheld unless the text clearly indicates a different standard. All such
approvals shall be given or denied in a timely and expeditious fashion. 
4.18   Execution of Other Documentation. The City and the Port agree to execute any
further documentation that may be necessary to carry out the intent and obligations under this
Agreement. 
4.19   Complete Understanding of the Parties.  This Agreement may be executed in
counterparts constituting two (2) duplicate originals, each of which is deemed to be an original,
and constitutes the entire understanding and agreement of the Parties. 
4.20   Exhibits.  This Agreement consists of following the following exhibits, each of
which is incorporated herein: 
4.20.1 Exhibit 1  Property Transfer Exhibit 
4.20.2 Exhibit 2  Easement Exhibit 







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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates indicated
below.
CITY OF BURIEN                      PORT OF SEATTLE 
___________________________________ ____________________________________
Brian Wilson                                   Stephen P. Metruck
City Manager                                  Executive Director
By direction of the Burien City Council             By direction of the Port Commission
in Open Public Meeting on ______, 2018          in Open Public Meeting on _________2018 
Dated: ____________________________ Dated: ______________________________

Approved as to Form:                            Approved as to Form:
___________________________________ ___________________________________
City of Burien Attorney                            Port of Seattle Attorney












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STATE OF WASHINGTON ) 
) ss 
COUNTY OF ____________) 
On this                 day of                                        , 2018, before me, the
undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Brian Wilson to me known as the City Manager, for the City of Burien, the
corporation who executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said City of Burien, for the uses and
purposes therein mentioned, and on oath stated that he is authorized to execute said instrument
on behalf of said municipal corporation. 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date
hereinabove set forth. 
NAME 
NOTARY PUBLIC in and for the State of 
Washington, residing at 
MY COMMISSION EXPIRES: 
STATE OF WASHINGTON ) 
) ss 
COUNTY OF ____________ ) 
On this                 day of                                        , 2018, before me, the
undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Stephen Metruck to me known as the Executive Director of the Port of
Seattle, the corporation who executed the within and foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said Port of Seattle, for the uses
and purposes therein mentioned, and on oath stated that he is authorized to execute said
instrument on behalf of said municipal corporation. 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on
the date hereinabove set forth. 
NAME 
NOTARY PUBLIC in and for the State of 
Washington, residing at 
MY COMMISSION EXPIRES: 

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STREET USE DEDICATION
(PORT TO CITY)
AREA   AREA (SF)
A         531
B         5,332
C         1,984
TOTAL       7,847
DES MOINES MEMORIAL DRIVE S                              PROPERTY TRANSFER
(CITY TO PORT)
AREA   AREA (SF)
D
E          2,766
TOTAL      13,854

TRAIL EASEMENT         TEMPORARY CONSTRUCTION
EASEMENT
AREA    AREA (SF)         AREA    AREA (SF)
9   155                    11   253,509
10*  1,230                  12*  4,462
13   788                   TOTAL 257,971
DES MOINES MEMORIAL DRIVE S                  14  -2,285
TOTAL -112
SLOPE EASEMENT
AREA    AREA (SF)
1   12,370
2*   5,415
TOTAL 17,785