memorandum of Agreement
for Feeding ot'eenmls o Highline School teeter

This Agreement is entered into new 'day o 5%            and between
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the Port of Seattle ("the Port") and the Highlioe Schoo   lstriet ("the District") (collectively,
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{the Parties"). --v .
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Whereas, the Federal Aviation Adnnistration (FAA), the Port and the District signed
Memorandum ofAgreement on June 4, 2002 (June MOA) with details on the District insulation -
program, roles and responsibilities, administrative procedures, and other aspects ofjnding the
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sound insulatiOn-programand associated tasks; ''

Whereas, the Port throughwork with the State Legislature Committed 15 Million Dollars
for District schools over and above existing Port and. FAA commitments for Work associated
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with sound insulation for District schools;
New, therefore, the Parties agree as follows:
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.      Use ofFunds. The Port will contribute Fifteen Million Dollars ($15,000,000)
from Port ad valorcm tax revenues to the District ("Fort Funds"); in addition to the moneys
dened inthe June MOA, for implementation ofthe District's capital improvement program;
to the
provided, that. the parties agree that the Port Funds may include federal funding sources;
extent such fond scurces become available for uses consistent with the Port funding obligations
under this Agreement. The District will give priority consideration in the application ofthe Port
Funds to capital improvements at: the 15 schools named inthe June MOA. Six Hundred and
Fifty Thousand Dollars ($650,000} per year, not to exceed a total of Six Million Five Hundred
Thousand Dollars ($6,509,000) ofthe Port Funds paid under this Agreement may he anplied by
the District to its Aviation High School. At the District's disCretioo, an amount not to exceed
- Seventy~ve Thousand-Dollars ($75300) ofthe Port Funds may beused to monitor the District's

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apprenticeship program.                                                    ~
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2.      Existing Procedures and Requirements. .To administer these funds, the District
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and. the Port will use,applicable administrative requirements and reimbursement procedures
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contained in Section 11(a) ofthe June MOA. (See attachment A, Memorandum ofAgreement for
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Sound Insulation in the Highline School District, June 4, 2002.). Any additional precedures
needed to administer the Port Funds will be jointly developed by the District and the Port by no
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later than July 31, 2004.

the case ofthe Port, while the Managing Director, Atriation (or his/her designee) will attend,
nal authority for settlement may be subject to the approval ofthe Port Commission or that
ofits designee. ' -

c.       The Parties may bring no litigation on a dispute unless the dispute has been
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The parties to the
properly raised and considered in the above mediation procedure,
mediation shall share the mediator's fee and any filing fees equally. The mediation Shall be
held in King County; Washington. Agreements reached in mediation shall be enforceable as
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Settlement agreements in any court having jurisdiction thereof.

7'      and Haress/Indemyjcation. Each party shall indemnify and we harmless
from and against any and all claims, actions, (iatriages, liability, and expense including, Without
limitation, reasonable attorney's ees incmredthereby or in proving the right to lndenmication,
incurred as a result of such party's actions or omissions under this Agreement; provided that, if.
such claims, actions, damages, liabllity,-or expense arise from concurrent negligence oftwo or
limitation instances where this Agreement is subject to the
more ofthe parties, including without
shall be
provisions ofRCW 4.24.115, then the obligation to indemnify under this Agreement
e'ectiVe only to the extent ofeach party's own negligence. No party shall be required under this
Paragraph to indemnify another for its sole negligence.
- 8.      otices. All notice-asunder this Agreementmay be delivered or mailed. Ifmailed,
they shall be sent to the following respective addresses:

To: - HighlineSchoolDistrict
Superintendent -
l56'75 Ambaum Blvcl. SW
Burien, WA 98166

To:   Port of Seattle
Aviation Director
Po. Box 68727 .
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Seattle, WA 98168-0727. '

- 9.            This Agreement shall be governedl by the laws ofthe State of
,     Applicable Law.
Washington. '         ~
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10.    Sheverahlllity" .Ifany provision ofthis Agreement shall be held invalid, the  V
tenifder ofthe Agreement shall not be affected thereby if such remainder would. then continue _
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to serve the purposes and objectives ofthe Parties.               ~

ll.    Nonaweiver. Waiver ofany breach ofanyprovision ofthis Agreement shall. not
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be deemed to he a waiver ofany prior or subsequent breach, and Shall not be construed to he a
modication ofthis Agreement.

12.                                     This Agreement may be amended or modied By
. AmendmentsModications.
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Written agreement of the Parties.                        '
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the case ofthe P011, while the Wimgiixg Director, Aviation (or his/her designee) Will attend,
nal authority for settlement may be subject to the approval ofthe Port Commission or that
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* of its designee.

o.       The Parties may bring no litigation on a dispute unless the dispute has been
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A
properly raised and considered in the above mediation procedure, The parties to the
mediation shall share the mediator's fee and any filing fees eqally' The mediation shall be
held in King County, Washington. Agreements reached in mediation shall be enforceable as
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Settlement agreements in any court having jurisdiction thereof.

7.       Hold Harhess/Indemnication. Each party shall indemnify and hold harmless
from and against any and all claims, actions, daniages, liability, and expense, including, Without
limitation, teasonable attorney's fees incurred-thereby or ill proving the right toindemnication,
incurred as a result ofsuch party's actions or onu'ssios under this Agreement; providedthat, if.
such claims, actions, damages, liability,-o expense arise from concurrent negligence oftwo or
where this Agreement is subject to the
more ofthe patties, including Without limitation instances"
provisions ofRCW 4.24.1 15, then the obligation to indemnify under this Agreement shall be
.  effective only to the extent. ofeach party's own negligence. No party shall be required under this
I'a'ragraph to indemnify another for its sole negligence, .
- 8.      Noti go. All notices'undet this Agteementmay be delivered or malice. Ifmailed,
they shall be sent to the following respective addresses:

To:  ~ Highline School Distot
Superintendent '                  '
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15675 AmbaumBlvd. SW'
Burien, WA 98166

To:   Port of Seattle
Aviation Director
RO. Box 63727
Seattle, WA 98168~0727

9.                        This Agreement: stmll be governed by the laws ofthe State of
.     Agglicable Law.

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Washington.                                          ~ _
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t         l O.     Sevetallllity. .Ifa'ny provision ofthis Agreement shall be held invalid, the

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remirftlelf ofthe Agreement shall not be affected thereby if suchremainder would then continue .
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to serve the purposes and objectives ofthe Patties. '~

l 1.     Nonn'gVaivex. Waiver ofany breach ofanyprovision ofthis Agreement shall, not
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be deemed to Eye a waiver ofany prior or subsequent breach, and shall not be construed to be a
modication ofthis Agreement.

12.     AnmndmentslModioationg. This Agreement may be amended or modier} By
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written agreement ofthe Parties. ' -

l3.     Entire Agreement. This Agreement contains the entireagreement of the Parties
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hereto and no representatiom, inducements, promises or agreements, oral or otherwise, between
the Parties not embodied herein shall be of any force or effect

In witness whereof, the Parties have caused this Agreement to be exmuted on the date
first written abOVe

HIGHLINE SCHOOL DIST  CT
A
613311
erintendent
PORT OF  AT'ELE
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Mam Lindsey
aging Director, Aviation Di  sion