Agenda Item: 10b_attach
Meeting Date: March 28, 2023
MEMORANDUM OF UNDERSTANDING for PARTNERSHIP and COOPERATION
between KING COUNTY and the PORT OF SEATTLE
This Memorandum of Understanding (“MOU”) is hereby entered into by and between KING
COUNTY hereinafter referred to as the “County” and the Port of Seattle, hereinafter referred to as “the
Port”. The Port and the County are also referred to in this MOU collectively as “the Parties”, and
individually as a “Party.”
RECITALS
WHEREAS, The Port of Seattle is a municipal corporation, with authority under Title 53 RCW of
the laws of the State of Washington, and other federal, state, and local laws, to engage in economic
development in Port-related industries; and
WHEREAS, King County, Washington, is a political subdivision of the state of Washington, with
authority under the Constitution of the State of Washington, to provide County governance and
services to all residents of the County; and
WHEREAS, in accordance with the Port of Seattle’s mission, to “create jobs by advancing trade
and commerce, promoting industrial growth, and stimulating development” alongside the Port’s
Century Agenda goals to 1) advance this region as a leading tourism destination and business gateway
and 2) responsibly invest in the economic growth of the region and all its communities is consistent with
the intended goals of the proposed International Public Market Feasibility Study; and
WHEREAS, in accordance with King County’s commitment to provide more direct investments to
communities to improve economic opportunity and wellbeing; and
WHEREAS, in support of the collaboration and partnership contemplated by this MOU, the Port
has identified a maximum not to exceed $150,000 in funding and King County has appropriated a
maximum of $50,000 to evaluate the technical, logistical, and financial feasibility of establishing the
proposed International Public Market Feasibility Study in South King County; and
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants of the Parties contained
herein, the Parties hereto agree as follows:
1.

STATEMENT OF WORK

The Port and the County mutually agree to the following:
1. The Parties’ investments will be used to fund an International Public Market Feasibility Study
and site analysis, as defined in the forthcoming request for proposals (RFP).

2. The Port will issue the RFP and the County shall participate as a reviewer (using a consensusbased approach) on the evaluation committee to select the successful proposer(s), in
accordance with the Port’s RFP selection process.
3. The Port and County will both have representation and serve on the Advisory Committee for the
International Public Market Feasibility Study.
4. The Port will provide written acknowledgement of the County’s partnership in any resulting
work product from this procurement, RFP, and the resulting contract(s).
5. The Port will, in its sole discretion, enter into contracts with the successful proposer(s) selected
by the evaluation committee.
Project Management
The Port and the County have designated formal points of coordination for this MOU. Each Party shall
identify its respective point of contact for this MOU the “Designated Representative.” The Designative
Representative(s) of each Party shall communicate regularly to discuss the status of the tasks to be
performed, administer a project advisory committee, identify upcoming decisions related to the RFP,
provide information necessary to inform those decisions and to resolve issues or disputes related to the
RFP consistent with this MOU.
The Designated Representative(s) are:
County
Port of Seattle
Ashton Allison
Annie Tran
206-477-2761
206-495-5322
401 5th Ave, Suite 800
2711 Alaskan Way
Seattle, WA 98111
Seattle, WA 98104
[email protected]
[email protected]
A Party may change its Designated Representative(s) by written notice to the other Party during the
term of the MOU.
2.
PERIOD OF PERFORMANCE
This MOU shall be effective when countersigned by King County and shall expire two (2) years after the
date of the County’s signature, unless terminated earlier in accordance with this MOU.
3.
PAYMENT BILLING PROCEDURE
The Port shall submit an invoice to the County after execution of the contract resulting from the RFP.
Payment will be made by the County within thirty (30) calendar days of receipt of such invoice. The
County’s total payment under this MOU shall not exceed $50,000.
4.
RETENTION OF RECORDS AND AUDITS PUBLIC RECORDS REQUESTS
The Parties to this MOU shall each maintain books, records, documents and other evidence which
sufficiently and properly reflect all direct and indirect costs expended by either Party in the performance
of the services described herein. These records shall be subject to inspection, review or audit by duly
authorized representatives of the Parties, the Office of the State Auditor, and federal officials so
authorized by law. All books, records, documents, and other material relevant to this MOU will be
retained for six (6) years after expiration and the Office of the State Auditor, federal auditors, and any

persons duly authorized by the Parties shall have full access and the right to examine any of these
materials during this period.
The Port shall provide copies of the original pre-award and post-award documentation, including any
amendments if applicable, for the County’s record keeping and/ or responses to audit or other
information requested.
5.
PUBLIC RECORDS REQUESTS
This MOU and any and all records related to this MOU shall be considered a public document and will be
available for inspection and copying by the public in accordance with the Public Records Act, chapter
42.56 RCW (the “Act”). Records and other documents, in any medium, furnished by one Party to this
MOU to the other Party, will remain the property of the furnishing Party, unless otherwise agreed. The
furnishing Party shall mark documents “Confidential,” or “Proprietary,” that it reasonably believes are
or may be subject to an exemption from disclosure under the Public Records Act prior to transmittal to
the receiving Party. If a request is made for disclosure of documents or records designated as
“Confidential” or “Proprietary” the receiving Party will not disclose or make available this material to
any third parties without first giving notice to the furnishing Party and allow the furnishing Party ten (10)
business days to obtain an injunction in accordance with RCW 42.56.2540. 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.
6.
INDEPENDENT CAPACITY
The employees or agents of each Party who are engaged in the performance of this MOU 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.
7.
AMENDMENTS
This MOU 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.
8.
TERMINATION
Either Party may terminate this MOU upon thirty (30) calendar days' prior written notification to the
other Party. If expected or actual funding is withdrawn, reduced, or limited in any way prior to the
expiration of this MOU, the County may terminate this Agreement in whole or in part for lack of
appropriation and the costs associated with such termination, if any, shall not exceed the appropriation
for the biennium budget cycle in which the termination occurs. In addition, funding for this MOU
beyond the current biennium is conditional upon appropriation by the County Council of sufficient funds
to support the Work described in this MOU. Otherwise, this MOU shall terminate on December 31 of
the current biennium.
9.
DISPUTES
Any disputes or questions of interpretation of this MOU that may arise between the Port and the County
shall be governed under these Dispute Resolution provisions. The Port and the County agree that
cooperation and communication are essential to resolving issues efficiently. If disputes about the
implementation of this MOU arise, the Designated Representative for the Port and the County shall
meet to discuss the issues and attempt to resolve the dispute in a timely manner. If the Designated
Representatives are unable to resolve the dispute, then the Parties may, upon mutual agreement,
endeavor to settle the dispute in an amicable manner by mediation or other agreed form of alternative

dispute resolution (ADR) prior to commencing litigation. At all times prior to resolution of the dispute,
the Parties shall continue to perform and make any required payments under this MOU in the same
manner and under the same terms as existed prior to the dispute.
10.
APPLICABLE LAW AND FORUM
This MOU shall be governed by and construed in accordance with the laws of the State of Washington.
The King County Superior Court in Seattle, Washington shall have exclusive jurisdiction and venue over
any legal action arising under this MOU.
11.
ASSIGNMENT
Neither Party shall assign any interest, obligation, or benefit under or in this MOU or transfer any
interest in the same, whether by assignment or novation, without the express prior written consent of
the other party, which consent shall not be unreasonably withheld.
12.
INDEMNIFICATION AND HOLD HARMLESS
Each Party to this MOU will be responsible for the negligent acts or omissions of its own employees,
officers, or agents in the performance of this MOU. Neither Party will be considered the agent of the
other and neither party assumes any responsibility to the other party for the consequences of any act or
omission of any person, firm, or corporation not a party to this MOU. To the maximum extent allowed
by law, each Party shall protect, defend, indemnify, and save harmless the other Party, their officers,
officials, employees, and agents, while acting within the scope of their employment, from any and all
costs, claims, judgments, penalties, and/or awards of damages, arising out of or in any way resulting
from the indemnifying Party’s own negligent acts or omissions in connection with performance of
activities under the terms of this MOU. Each Party agrees that its obligations under this provision extend
to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or
agents. The foregoing indemnity is specifically and expressly intended to constitute a waiver of each
Party’s immunity under Washington’s Industrial Insurance Act, RCW Title 51, as respects the other Party
only, and to the extent necessary to provide the indemnified Party with a full and complete indemnity of
claims made by the indemnitor’s employees. The Parties acknowledge that these provisions were
specifically negotiated and agreed upon my them. This indemnification shall survive the termination of
this MOU.
13.
INSURANCE
During the term of this MOU, each Party shall maintain insurance or self-insurance covering its liabilities
arising out of activities of this MOU. All such liability insurance policies shall include the other Party.
Where specified, each insurance policy shall include its officials, agents, and employees as additional
insureds. Each Party shall maintain the following insurance coverage.
A. Commercial General Liability insurance for bodily injury, personal and advertising injury, medical
payments and property damage in an amount which is not less than $1,000,000 per occurrence
and $2,000,000 annual aggregate. The insurance shall cover liability arising from premises,
operations, products completed operations, and liability assumed under an insured contract. Each
Party’s insurance shall be primary and non-contributory with respect to any insurance the other
Party carries; and each Party’s policy shall have a waiver of subrogation in favor of the other Party.
This coverage shall be evidenced on a certificate of insurance with copies of the endorsement(s)
that confirm the additional insured endorsement; waiver of subrogation; and primary and noncontributory coverage.

B.

Auto Liability - Each Party shall maintain auto liability coverage on a combined limit basis of no
less than $1 million per occurrence.

C. Workers Compensation- Each Party is responsible for complying with the Washington State laws
that pertain to industrial insurance (Reference Revised Code of Washington, Title 51 Industrial
Insurance) for its employees. Each Party shall haven a current worker’s compensation account
with the Depart of Labor and Industries.
D. Each Party has the option of using a program of self-funded insurance to meet the above
insurance obligations or a combination of self-funded insurance and commercial or excess
insurance.
14.
WAIVER
A failure by either Party to exercise its rights under this MOU shall not preclude that Party from
subsequent exercise of such rights and shall not constitute a waiver of any other rights under this MOU
unless stated to be such in a writing signed by an authorized representative of the Party.
15.
SEVERABILITY
If any provision of this MOU or any provision of any document incorporated by reference shall be held
invalid, such invalidity shall not affect the other provisions of this MOU which can be given effect
without the invalid provision, if such remainder conforms to the requirements of applicable law and the
fundamental purpose of this MOU, and to this end the provisions of this MOU are declared to be
severable.
16.
ALL WRITINGS CONTAINED HEREIN
This MOU contains all the terms and conditions agreed upon by the Parties. No other understandings,
oral or otherwise, regarding the subject matter of this MOU shall be deemed to exist or to bind any of
the parties hereto.
17.
CONTRACT MANAGEMENT
Port of Seattle shall administer the funds under this MOU. For purposes of notice, the Designated
Representatives for each of the Parties shall be responsible for and shall be the contact person for all
communications and billings regarding the performance of this MOU. Any notice required or permitted
to be given pursuant to this MOU shall be by electronic mail to the Designated Representatives. The
Port shall provide to the County any progress reports on the Contract resulting from the RFP, including
copies of invoices, small and MWBE business participation goals and process documentation, and
discuss any changes to the schedule prior to approval with the County.
18.
FORCE MAJEURE
The term "force majeure" shall include, without limitation by the following enumeration: acts of nature,
acts of civil or military authorities, terrorism, fire, accidents, shutdowns for purpose of emergency
repairs, industrial, civil, or public disturbances, epidemics or pandemics, causing the inability to perform
the requirements of this MOU. If either Party is rendered unable, wholly or in part, by a force majeure
event to perform or comply with any obligation or condition of this MOU, upon giving notice and
reasonably full particulars to the other Party, such obligation or condition shall be suspended only for
the time and to the extent practicable.

19.
JOINT DRAFTING EFFORT
This MOU shall be considered for all purposes as prepared by the joint efforts of the Parties and shall
not be construed against one Party or the other as a result of the preparation, substitution, submission,
or other event of negotiation, drafting or execution thereof.
20.
AUTHORITY
Each of the signatories below represents that they have the authority to execute this MOU on behalf of
the Party for which they sign.
21.
COUNTERPARTS
This MOU may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
EXECUTED BY THE UNDERSIGNED PARTIES effective as of the date last below written:
King County

Port of Seattle

_______________________________________
X
Date
Department
King County

_______________________________________
Stephen P. Metruck
Date
Executive Director
Port of Seattle