Item No.                                  6f Attach 1 
Date of Meeting                       July 24, 2018 

INTERLOCAL AGREEMENT 
BETWEEN THE CITY OF DES MOINES AND THE PORT OF SEATTLE 
For 
SOUTH 216TH STREET IMPROVEMENTS FRONTING PORT OF SEATTLE AND
WSDOT PROPERTY REFERRED TO AS DES MOINES CREEK - -WEST 
This Interlocal Agreement ("Agreement") is entered, by and between the CITY OF DES
MOINES ("City") and the PORT OF SEATTLE ("Port"), both Washington municipal
corporations, collectively referred to in this Agreement at the "Parties". 
RECITALS 
WHEREAS, the City is a non-charter optional municipal code city organized under the laws
of the State of Washington, with authority to enact laws and enter into interlocal and right-ofway
agreements to promote the health, safety, and welfare of its citizens, and 
WHEREAS, the Port is a municipal corporation, with authority under the Revised Airports
Act, Chapter 14.08 RCW; the Airport Zoning Act, Chapter 14.12 RCW, the State Environmental
Policy Act (SEPA), Chapter 43.21C RCW; certain port district enabling statutes; and other state
and local laws, to exercise discretionary land use jurisdiction over real property located with its
boundaries, and 
WHEREAS, Chapter 39.34 RCW ("The Interlocal Cooperation Act") permits municipal
corporations to contract with one another to perform any act that each is independently
authorized to perform, and 
WHEREAS, the City and Port recognize the public benefits that will accrue to the City, the
Port, and the community from construction of the Project, which are the improvements on South
216th Street fronting the Des Moines Creek West ("DMC-W") property described in this
Agreement, including accelerating the potential development of the DMC-W, and 
WHEREAS, the Port and City share the goals of leasing the DMC-W on a long-term ground
lease to allow for creation of a modern, quality commercial development that provides family
wage jobs, a new source of direct and indirect long-term revenue for both the Port and the City
and increasing trade opportunities for the region, and 
WHEREAS, pursuant to RCW 36.70B.200, the City Council has authorized the City
Manager to enter into this Agreement, and 
WHEREAS, the Parties are entering into this Agreement for the purpose of memorializing
their agreement concerning the payment of $1.5 million by the Port to the City for improvements
on the frontage of South 216th Street and the receipt of credit by the Port of $1.5 million toward

any future transportation impact fees that the City might impose with respect to the development
of the DMC-W, and 
WHEREAS, the Port Commission voted on July 24, 2018 to authorize the Port Executive
Director to enter into an agreement substantially in the form of this Agreement, and 
NOW THEREFORE, in consideration of mutual promises and covenants and promises set
forth in this Agreement, and in the exercise of authority granted by the Interlocal Cooperation
Act, Chapter 39.34 RCW, the Parties hereto agree to the terms and conditions as follows: 

AGREEMENT 
1.0     DEFINITIONS 
For purposes of this Agreement, the following terms, phrases, words, and their derivations are
defined below as follows: 
1.1     Agreement. "Agreement" means this Interlocal Agreement approved by
appropriate action of the City and Port of Seattle. 
1.2     DMC-W.   Des Moines Creek - West, an approximately [20+-acre] property
owned by the Port that includes a parcel under purchase  option with the
Washington State Department of Transportation ("WSDOT") within the City,
which can be generally described as the area bounded by South 216th Street to the
south, the City-owned Des Moines Creek Trail property to the north, the Des
Moines Creek Business Park to the east and the Des Moines Terrace Addition
residential subdivision to the west. 
1.3     DMMC. The City of Des Moines Municipal Code, Des Moines, Washington. 

1.4     Transportation Gateway Project. The City's project to construct transportation
improvements to South 216th Street right-of-way to accommodate multiple modes
of travel (pedestrians, bicycles, transit, automobiles, & freight) in support of the
DMC-W as well as accommodating future growth as reflected in the City's
Comprehensive Transportation Plan. The project limits for that segment fronting
DMC-W is Segment 3 or South 216th Street between 11th Avenue South and 20th 
Avenue South as shown in Exhibit A. 
1.5     Permitted Uses. The uses allowed on properties zoned Business Park (B-P) as
established by DMMC 18.52.010B. 
1.6     Project. South 216th Street physical improvements, also known as South 216th 
Street  Segment 3, fronting Port and WSDOT property referred to as DMC-W". 
Work to also include project administration, design, ROW, and construction and
construction management. 

July 13, 2018                                                                                         Page 2

2.0 DES MOINES CREEK -- WEST 
2.1     General.  The  DMC-W  is  envisioned  as  a  thriving  center  for  diverse  light
industrial and commercial activities developed in phases in accordance with a Des
Moines City Council-approved Master Plan developed consistent with DMMC
18.105.050. 
2.2    Project Phases. The DMC-W will be developed in the following three phases: 
2.2.1   Execution of this Agreement with acknowledgement that this Agreement
may need to be amended  as subsequent phase details for the Project are 
developed. 
2.2.2   Completion of frontage Project on South 216th Street connecting corridor
improvement between 11th Avenue South and 20th Avenue South by the City and
financed by the City, State Transportation Improvement Board, and this early In-
Lieu $1.5 million payment by the Port. 
2.2.3   Solicitation of a developer and development of a DMC-W Master Plan
consistent with DMMC 18.105.050. 
2.3    Future Agreements: The Parties acknowledge that this Agreement may
contemplate the execution and delivery of future agreements, documents,
instruments, and permits, the final form and contents of which are not presently
determined. The Parties agree to provide the necessary resources and to work in
good faith to develop the final form and contents of such documents, agreements,
instruments, and permits, and to execute and deliver the same promptly. 
3.0 BACKGROUND DOCUMENTATION AND PREVIOUS AGREEMENTS 
3.1     General.  The terms of this Agreement and the development envisioned for the
DMC-W are influenced by a number of previous documents relied on to complete
DMCBP phases 1-3 including but not limited to the DMCBP Conceptual Master
Plan,  DMCBP  Draft  and  Final  EIS,  Traffic  Trip  Thresholds  Technical
Memoranda, and Wetlands Delineation reports. 
3.2     Development  Requirements.    The  Port  shall  comply  with  all  applicable
Development Regulations, except as modified by this Agreement or previous
agreements between the Parties. 
3.3     Recreation Requirements.  The Port, or an entity assigned this work by the Port
under a separate agreement, shall complete a Des Moines Creek Trail connection 
starting from the north side  of S 216th Street and going north through the DMCW
property (Exhibit A). Specifications for construction of the new trail shall be to

July 13, 2018                                                                                         Page 3

City Standards, consistent with those of the existing trails within Des Moines
adjacent to this property.  The location of this trail within the property shall be
determined by the Port, and included as part of the DMC-W Master Plan. The
Parties anticipate that the Port will dedicate an easement for the area of the trail to
the City by the Port after the construction of the trail has been completed. 
4.0 TRANSPORTATION INFRASTRUCTURE IMPROVEMENTS 
4.1     Access and Internal Roadways. Roadways on the Property accessing South 216th 
Street and 20th Avenue South shall be built to City of Des Moines Street
Development Standards (Street Design and Construction Standards) as described
in this Section. An access tract approximately 50 feet wide has been preserved
for a connection from the DMC-W to 20th Ave South to the east and shown in
Exhibit A. This connection would provide the DMC-W access to the recently
constructed traffic signal at South 216th Street and 20th Avenue South. The final
roadway location will be determined after the planning for the DMC-W
development has been agreed with the Port and the City. [The Port intends to
include this road construction as a requirement of the future developer under the
terms of the ground lease.] 
4.2     Frontage Improvements for the Project. 

4.2.1   Consistent  with  DMMC  12.20.050(2)  and  in  advance  of  the  future
development of the DMC-W property, the Port will agree to make a onetime
advance payment totaling $1,500,000 (One Million, five hundred
thousand Dollars) to the City to fulfill the Port's obligations regarding the
frontage improvements on South 216th Street for the Project.
4.2.2   The Parties acknowledge that due to the magnitude and complexity of the
Project,  completing  its  construction  in  incremental  stages  would  be
significantly more costly than constructing it as one integrated project,
given its alignment, comprehensive storm drainage systems, and other
utility  improvements.    Therefore,  the  Parties  agree  that  in  order  to
minimize the overall roadway improvement costs, the improvements are
best completed at one time as part of an integrated project with advance
payment by the Port.  In accepting the advance cash payment from the
Port, the City will take the lead and assume full financial responsibility for
the construction of the frontage improvements adjacent to South 216th 
Street. As a result, payment of $1.5 million as provided for in this
Agreement shall fulfill the Port's total obligations in reference to the
Project being constructed by the City. 
4.2.3   The City will notify the Port once the City's Construction Contract for the
Project has been executed, and the Port will then make the $1.5million
payment to the City for the Project. 

July 13, 2018                                                                                         Page 4

4.3     Credit Towards Transportation Impact Fees. In consideration for the Port
contributing $1.5 Million to the City for the Project, the City shall credit the Port
with $1.5 million towards future Transportation Impact Fees (TIF) pursuant to
RCW 82.02.060 related to any improvements along DMC-W Street frontage that
the City may impose for the development of the DMC-W by the Port. 

4.4     Project and System Improvements. The Port shall require the future ground lease
tenant  to  be  fully  responsible  for  the  construction  of  other project related
improvements (the east-west roadway access to 20th Avenue South for example),
and any other physical and system improvements that may be identified in the
traffic impact analysis to be submitted as part of the Master Plan for the buildout
of the DMC-W. 
5.0 VESTED RIGHTS AND TERM 
5.1     Duration and Termination.  This Agreement shall remain in effect for a period of
ten (10) years unless either (a) the Parties both agree to extend the Agreement for
an additional time period to be defined, or (b) the Project is fully developed
consistent with Master Plans approved by the City, or (c) the Agreement is sooner
terminated by the Parties.
6.0 CERTAINTY OF AGREEMENT 
6.1     Agreement Deemed Controlling.   This Agreement and any terms, conditions,
maps, notes, references, or regulations which are a part of the Agreement shall be
considered enforceable. In the event of a specific conflict with any provisions of
the DMMC, this Agreement shall take precedence. Unless otherwise provided by
this Agreement, the City's ordinances, resolutions, rules and regulations, and
official policies governing permitted land uses, density, design, improvement, and
construction standards shall be those City ordinances, resolutions, rules and
regulations, and official policies in force at the time of the execution of this
Agreement. 
6.2     Subsequent Actions.  This Agreement shall not prevent the City, in subsequent
actions applicable to the Property, from applying new rules, regulations, and
policies  which  do  not  conflict  with  those  rules,  regulations,  and  policies
applicable to the Property nor shall this Agreement prevent the City from denying
or conditionally approving any subsequent development project application on the
basis of such new rules, regulations, and policies. 
6.3     Changes in the Law.  In the event that City, state or federal laws or regulations,
enacted  after  this  Agreement  has  been  entered  into,  prevent  or  preclude
compliance with one or more of the provisions of the Agreement, such provisions
of the Agreement shall be modified or suspended as may be necessary to comply

July 13, 2018                                                                                         Page 5

with such state or federal laws or regulations following modification procedures
in Section 10 for an amendment or cancellation. 
7.0 GENERAL PROVISIONS 
7.1     This Agreement is executed in two (2) duplicate originals, each of which is
deemed to be an original.  This Agreement consists of six (6) pages and one (1)
attached Exhibit and constitutes the entire understanding and agreement of the
Parties. 

CITY OF DES MOINES                    PORT OF SEATTLE 

___________________________________ ____________________________________ 
Michael Matthias                                 Stephen Metruck 
City Manager                                   Executive Director 
By direction of the Des Moines City Council       By direction of the Port Commission 
in Open Public Meeting                           in Open Public Meeting 
on _______________                          on __________________ 
Dated:                                         Dated: ______________________________
Approved as to Form: 

___________________________________ 
City of Des Moines Attorney 

EXHIBIT LIST 
Exhibit A: Planned Path to Des Moines Creek Trail and Access via S. 214th Street to 20th Ave S. 






July 13, 2018                                                                                         Page 6

EXHIBIT A 

















July 13, 2018                                                                                         Page 7