10b. Agreement

Item no. 10b_attach 
Meeting date: May 24, 2022 

For Duwamish Basin Stewardship 

THIS AGREEMENT ("Agreement") is entered into pursuant to Chapter 39.34 Revised
Code of Washington ("RCW") by King County, The City of Seattle represented by Seattle Public
Utilities Department, the City of Tukwila, and the Port of Seattle (individually a "Party" and
collectively the "Parties");
WHEREAS, Chapter 39.34 RCW authorizes government entities to contract to perform any
governmental service, activity, or undertaking which each public agency entering into the contract
is authorized by law to perform; 
WHEREAS, Puget Sound Chinook salmon and bull trout were listed as threatened under
the Endangered Species Act ("ESA") in 1999, the steelhead trout were listed as threatened under
ESA in 2007, and the Southern Resident Orca were listed as endangered in 2005; 
WHEREAS, the Parties recognize and respect the present-day and historical importance
of the watershed and its resources to tribal culture, economy and customs; 
WHEREAS, the Parties recognize and value the present-day and historical connection of
its cities and unincorporated communities to the rivers, lakes and other natural resources of the
WHEREAS, the Parties are committed to ensuring that community interests, particularly
those of the underserved communities, within the Duwamish Service Area are represented in
conservation and habitat restoration actions; 
WHEREAS, the Parties recognize the need to support economic vitality and environmental
stewardship within and around the Duwamish valley industrial complex;
WHEREAS, the Parties recognize their participation in the Green-Duwamish Watershed
Ecosystem Forum ("WRIA 9 Forum") and efforts to implement the Green-Duwamish & Central
Puget Sound Salmon Recovery Plan ("WRIA 9 Plan") and the applicable portions near Skyway of
the Lake Washington/Cedar/Sammamish Watershed Chinook Salmon Conservation Plan ("WRIA
8 Plan") demonstrates a commitment to work proactively and cooperatively to address the ESA
WHEREAS, the Parties share interests in and responsibility for addressing long-term
watershed  planning  and  conservation  for  the  Duwamish  Sub-watershed  and  within  the
unincorporated King County areas of North Highline and Skyway (jointly, the "Duwamish Service
Area") for the purposes of implementing the WRIA 9 Plan and the applicable portions near Skyway
of WRIA 8 Plan;

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WHEREAS, the Parties recognize their participation in the efforts to implement the WRIA
8 and 9 Plans demonstrates a commitment to work proactively and cooperatively to address the
ESA listings; 
WHEREAS, the Parties recognize achieving salmon recovery and watershed health goals
requires a commitment to, and acceleration of, the collaborative implementation of salmon and
watershed conservation actions; 
WHEREAS, the Parties recognize the value of stewardship or watershed stewards and
have a shared goal to bring stewardship capacity to the Duwamish Service Area focused on land
conservation and habitat restoration, community engagement and partner coordination, as well as
improved environmental sustainability of the Duwamish Valley industrial complex along the river's
WHEREAS, the Parties have an interest in developing and implementing Chinook salmon
habitat restoration projects, conserving open space, and working with community organizations
and private businesses to promote creative solutions for stormwater management, floodplain
restoration, riparian restoration, climate adaptation, and other similar environmental activities in the
Duwamish Service Area; 
WHEREAS, in addition to the salmon plans, numerous other studies and planning efforts
serve to inform stewardship in the Duwamish Service Area, including, but not limited to, the
Duwamish Blueprint, WRIA 9; Re-Green the Green Revegetation Strategy, WRIA 9; Duwamish
Valley Action Plan, City of Seattle; Lower Duwamish Waterway Group efforts; Lower Duwamish
River Habitat Restoration Plan, Port of Seattle; Lower Duwamish River NRDA Restoration Plan,
NOAA; Our Green/Duwamish Implementation Plan; RainWise and stormwater retrofit efforts, King
County and City of Seattle; North Highline (White Center) Subarea Plan, King County Local
Services; King County Land Conservation Initiative, Strategic Climate Action Plan, and the Clean
Water and Healthy Habitat Strategic Plan; 
WHEREAS, the Parties support implementation of the Puget Sound Partnership Action
Agenda to restore the health of the Puget Sound as it relates to salmon recovery and watershed
WHEREAS, the Port has a Century Agenda goal to create, restore or enhance forty
additional acres of habitat in the Green-Duwamish Watershed and Elliott Bay, as per the Motion of
the Port of Seattle Commission dated December 4, 2012, and also has a mitigation bank focused
on habitat restoration sites within King County; and
WHEREAS, the Parties agree that a dedicated position for a Duwamish Basin Steward will
support collaboration and advance restoration efforts with communities in the Duwamish Service
NOW, THEREFORE, in exchange for the consideration described in this Agreement, the
Parties hereto do mutually covenant and agree as follows: 

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1.       DEFINITIONS.   For purposes of this Agreement, the following terms shall have the
meaning provided for below: 

herein, is the guiding body responsible for directing, coordinating, and adapting
stewardship actions  in the Duwamish Service Area  and is comprised of
designated representatives of eligible governments who have authorized the
execution of and become Parties to this Agreement. 
1.2      DUWAMISH SERVICE AREA: The Duwamish Service Area is depicted in
Exhibit C, attached herein and incorporated by reference. The Duwamish Service
Area comprises of the Duwamish Sub-watershed, as defined in the WRIA 9 Plan,
as well as the two unincorporated urban areas that overlap in part with the
Duwamish Sub-watershed. To the west, the Duwamish Service Area includes the 
North Highline unincorporated area located between Seattle and Burien, including
Glendale. To the east,  the Duwamish Service Area includes the Skyway 
unincorporated area bounded by Seattle, Tukwila, and Renton, and extending to
Lake Washington to include Bryn Mawr,

2.       PURPOSES. The purposes of this Agreement include the following: 
2.1      This Agreement between King County and the other Parties to this Agreement
states the terms under which King County, through its Water and Land Resources
Division, will provide Basin Stewardship services in the Duwamish Service Area.
The services to be provided are described in Exhibit A, attached to this Agreement
and incorporated herein and made a part hereof. 
2.2      To provide a mechanism for securing technical assistance and funding from
federal and state agencies and other sources. 

It is not the purpose or intent of this Agreement to create, supplant, preempt or
supersede the authority or role of any jurisdiction, governmental entity or natural resource 
policy body.

3.       EFFECTIVE DATE AND TERM. This Agreement shall become effective once it has been
authorized by the governing bodies of all Parties and each Party has executed this
Agreement. Once effective, this Agreement shall remain in effect until December 31, 2026;
provided, however, that this Agreement may be extended as the DBMT representatives of

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all Parties may agree to in writing, with such extension being effective upon its execution
by each of the Parties. Such extension shall bind only those  Parties executing the

The Parties to this Agreement hereby establish a DBMT to manage the Duwamish Basin
Stewardship program ("Duwamish Program") for carrying out the purposes of this
4.1      Each Party to this Agreement shall appoint one (1) representative to serve on the
DBMT. DBMT representatives should be authorized to make prudent stewardship
and programmatic decisions on behalf of the Parties. 
4.2      The DBMT will meet at least four times per calendar year, and more frequently if
the DBMT determines it necessary, to review Duwamish Program workplan
progress, as well as partnerships that would benefit the Program, including
potential funding. Each year, prior to October 1, the DBMT shall develop a draft
work program and budget for consideration by the DBMT for the following calendar
4.3      King County will perform day-to-day project management and direction and
communicate with other DBMT participants as needed to conduct Duwamish
Program activities. 
4.4      King County will schedule, facilitate, and provide summaries of all DBMT meetings
to each Party during implementation of the Duwamish Program.
4.5      The DBMT will strive to make decisions unanimously, considering input from
subject matter experts when mutually agreed upon. Each participant agrees to use
its best efforts and exercise good faith in consensus decision-making. If unanimity
cannot be reached, decisions will be made by majority constituted by no less than
seventy-five (75) percent of the voting participants in the DBMT. Each Party to this
Agreement shall have one vote in those circumstances. 
4.6      If any dispute arises between the Parties related to program decisions, the Parties
agree to seek to resolve the dispute informally through a meeting between a
designee of the respective Parties before taking any action including, but not
limited to, termination of this Agreement.
4.7      King County, on behalf of the DBMT, may contract with consultants, community
partner organizations, or any other entities for any lawful purpose related hereto.
4.8      The DBMT shall adopt rules and procedures that are consistent with its purposes
as stated herein and are necessary for its operation. 

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5.1      Each  Party  shall  be  responsible  for  meeting  only  its  individual  obligations
hereunder and as established in the annual budget adopted by the DBMT under
this Agreement, including all such obligations related to the DBMT funding,
technical support, and participation in related planning, and activities as set forth
herein. It is anticipated that separate actions by the legislative bodies of the Parties
will be necessary from time to time in order to carry out these obligations. 
5.2      The DBMT shall, by October 1 of each year, establish an annual budget that
provides for the level of funding and total resource obligations of the Parties for the
following calendar year.  Such obligations are to be allocated on a proportional
basis in accordance with the initial allocation formula for 2022 set forth in Exhibit
B. The Exhibit B data shall be updated by King County every year, with automatic
adjustments for inflation, based on the Consumer Price Index for Urban Wage
Earners and Clerical Workers (CPI-W). If an additional government becomes party
to  this  Agreement,  the  additional  government's  initial  cost  share  shall  be
determined jointly by the Parties and will be included in Exhibit B. Parties to this
Agreement may elect to secure grant funding to meet their individual obligations. 
5.3      By November 1 of each year, the Parties shall provide a status update on their
continued participation in this Agreement for the following year. 
5.4      The DBMT will work collaboratively to identify and secure additional, regular
funding for the Duwamish Basin Steward position, as described in Section 5.4.2
below, and the Duwamish Program, and set priorities for which entity(ies) pursue
which grants for what purpose. The allocation of these funds to support the position
and/or the work program shall be determined by the DBMT, subject to any
conditions attached to such funding. Parties to this Agreement may also elect to
secure grant funding to meet their individual obligations. 
5.5      King County shall: 
5.5.1   provide services as described in Exhibit A;
5.5.2    Hire and maintain a full-time Duwamish Basin Steward to lead delivery of
services described in Exhibit A and assist the DBMT;
5.5.3   work with representatives of the other Parties to coordinate provision of
services, as described in Exhibit A; 
5.5.4    designate one representative to serve on the DBMT and participate in
DBMT meetings to carry out DBMT responsibilities in Section 4;
5.5.5    maintain the budget established by the DBMT consistent with RCW 39.34;

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5.5.6    pay a portion of the costs associated with its delivery of services on a
proportional basis, as described in Exhibit B.
5.6      Each other Party to this Agreement shall: 
5.6.1    work with  King County staff to coordinate  provision of services, as
described in Exhibit A and as otherwise needed; 
5.6.2    designate one representative to serve on the DBMT and participate in
DBMT meetings to carry out DBMT responsibilities in Section 4; and 
5.6.3    pay for services as described below and in Exhibit B.

5.7      The DBMT shall oversee the expenditure of budgeted funds and allocate the
utilization of resources contributed by each Party or obtained from other sources
in accordance with the approved annual work program.
5.8      Funds collected from the Parties or other sources on behalf of the DBMT shall be
maintained in a special fund by King County as ex officio treasurer on behalf of the
DBMT, pursuant to rules and procedures established and agreed to by the DBMT 
and King County. Such rules and procedures shall set out billing practices and
collection procedures and any other procedures as may be necessary to provide
for its efficient administration and operation. 
5.9      Costs and Billing 
5.9.1    Parties agree to pay the costs as set out in Exhibit B within sixty (60) days
of receipt of invoice.
5.9.2    King County will bill the Parties for their shares of service costs for the
current calendar year on an annual basis by no later than September 1st. 
5.10    Parties may inspect and shall provide access to all relevant records that are 
maintained by the Parties and/or DBMT in connection with this Agreement.

6.      LATECOMERS.  Governments located in King County, lying wholly or partially within the
Duwamish Service Area, which have not become a Party to this Agreement within twelve
(12) months of the effective date of this Agreement may become a Party by obtaining
written consent of all participants of the DBMT. The  participants of the DBMT and any
governments seeking to become a Party shall jointly determine the terms and conditions
under which the government may become a Party, which shall include payment by such
government to King County, of the amount of moneys constituting the government's fair
and proportionate share of all prospective costs as determined by the Parties and set out
in Exhibit B.  Any government that becomes a Party pursuant to this section shall thereby
assume the same general rights and responsibilities as all other Parties to this Agreement,
including participation in the DBMT as described in Section 5. 

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7.       Notice 
Any notice required to be given under this Agreement will be directed to the Party at the
address below. Notice will be considered effective upon receipt or twenty-four hours after
mailing, whichever is earlier.
King County:                               The City of Seattle: 
Department of Natural Resources and Parks 
Water and Land Resources Division 
201 S. Jackson St., Suite 600 
Seattle, WA 98104 
Attn: ________________                     Attn: ________________ 
Email:                                             Email: 

City of Tukwila:                                Port of Seattle: 

Attn: ________________                     Attn: Kathleen Hurley 
Email:                                             Email: Hurley.K@portseattle.org 

8.       TERMINATION. Termination can only occur on an annual basis, beginning on January 1
of each calendar year, and then only if the terminating Party, through action of its governing
body, provides written notice of its intent to terminate at least forty-five (45) days prior to
January 1. The terminating Party shall remain fully responsible for meeting all of its
obligations, under this Agreement, through the end of the calendar year in which such
notice is given, together with any other costs that may have been incurred on behalf of
such terminating Party up to the effective date of such termination. The Parties choosing
not to exercise the right of termination shall each remain obligated to meet their respective
share of the obligations of the DBMT as reflected in Exhibit B.
This Agreement may be terminated in its entirety at any time by the written agreement of
all Parties. 

9.       HOLD HARMLESS AND INDEMNIFICATION. To the extent  permitted by state and 
federal law, and for the limited purposes set forth in this Agreement, each Party shall
protect, defend, hold harmless and indemnify the other Parties, their officers, elected
officials, agents and employees, while acting within the scope of their employment as such,
from and against any and all claims (including demands, suits, penalties, liabilities,

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damages, costs, expenses, or losses of any kind or nature whatsoever) arising out of or in
any way resulting from such Party's own negligent acts or omissions related to such Party's
participation and obligations under this Agreement. Each Party to this Agreement agrees
that its obligations under this subsection extend to any claim, demand and/or cause of
action brought by or on behalf of any of its employees or agents.  For this purpose only,
each Party, by mutual negotiation, hereby waives, with respect to the other Parties only,
any immunity that would otherwise be available against such claims under the industrial
insurance act provisions of Title 51 RCW.  In the event that any Party incurs any judgment,
award, and/or cost arising therefrom, including attorneys' fees, to enforce the provisions of
this Section, all such fees, expenses, and costs shall be recoverable from the responsible
Party to the extent of that Party's culpability. The provisions of this Section shall survive
and continue to be applicable to Parties exercising the right of termination pursuant to
Section 8.

10.      NO ASSUMPTION OF LIABILITY. In no event do the Parties to this Agreement intend to
assume any responsibility, risk, or liability of any other Party to this Agreement or otherwise
with regard to any Party's duties, responsibilities, or liabilities under the ESA, or any other
act, statute, regulation, or ordinance of any local municipality or government, the State of
Washington, or the United States. 

11.      VOLUNTARY AGREEMENT. This Agreement is voluntary and is acknowledged and
agreed that no Party is committing to adopt or implement any actions or recommendations
that may be contained in the WRIA 8 and 9 Plans or other plans that inform stewardship in
the Duwamish Service Area.

12.      NO PRECLUSION OF ACTIVITIES OR PROJECTS. Nothing herein shall preclude any
one or more of the Parties from choosing or agreeing to fund or implement any work,
activities or projects associated with any of the purposes hereunder by separate agreement
or action, provided that any such decision or agreement shall not impose any funding,
participation, or other obligation of any kind on any Party to this Agreement which is not a
party to such decision or agreement. 

13.      NO THIRD PARTY RIGHTS. Nothing contained in this Agreement is intended to, nor shall
it be construed to, create any rights in any third party, including without limitation the WRIA
8 Salmon Recovery Council or WRIA 9 Watershed Ecosystem Forum, National Oceanic
and Atmospheric Administration - Fisheries, United States Fish and Wildlife Service, any
agency or department of the United States, or, the State of Washington, or to form the

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basis for any liability on the part of the DBMT or any of the Parties, or their officers, elected
officials, agents and employees, to any third party. 

14.      AMENDMENTS. This Agreement may be amended, altered or clarified only by the
unanimous, written consent of the Parties to this Agreement, and requires authorization
and approval by each Party's governing body.

15.      COUNTERPARTS. This Agreement may be executed in counterparts. 

16.      APPROVAL BY PARTIES' GOVERNING BODIES. This Agreement has been authorized
and approved for execution by each Party's governing body. 

17.      ENTIRE AGREEMENT. This Agreement contains the entire Agreement   among the
Parties, and supersedes all prior negotiations, representations, and agreements, oral or
otherwise, regarding the specific terms of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates 
indicated below: 


By:     ____________________                By:     ______________________ 

Title:    ____________________                 Title:    ______________________

Date:   ____________________                Date:   ______________________ 

KING COUNTY                       CITY OF TUKWILA 

By:     ____________________                By:     ______________________

Title:    ____________________                 Title:    ______________________

Date:   ____________________                Date:   ______________________ 

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