11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

INTERLOCAL AGREEMENT BETWEEN 
PORT OF SEATTLE AND KING COUNTY 
This Interlocal Agreement (the "Agreement") is made and entered into by the Port of Seattle, a municipal
corporation of the State of Washington, hereinafter called the "Port", and King County, a political
subdivision of the State of Washington, hereinafter called the "County". As used in this Agreement,
"Project" means the replacement of the now closed 78-year old South Park Bridge with a two-leaf bascule
bridge spanning the Duwamish River. The Port and the County are also referred to in this Agreement
collectively as "the Parties", and individually as a "Party." 

RECITALS 
WHEREAS, the South Park Bridge has provided access within the Duwamish industrial area for
general purpose and freight traffic for the past 78-years; and 
WHEREAS, the South Park Bridge came to the end of its useful life and was closed to the public
on June 30, 2010; and 
WHEREAS, diverted traffic from the South Park Bridge, which was forced to find alternative
routes, added traffic congestion to other corridors, including the First Avenue South Bridge, West
Marginal Way and I-5, which are all routes for freight passing through Port facilities; and 
WHEREAS, the South Park Bridge is located on 14th/16th Avenue South across the Duwamish
River. (See Exhibit A  Vicinity Map, attached.) The south half of the Bridge is located in the County. The
County is responsible for the operation and maintenance of all County roads, bridges and rights-of-way
located within the County; and 
WHEREAS, the north half of the Bridge is located in the City of Tukwila. The County and the City
of Tukwila have previously entered into an agreement, executed January 3, 2003, in which the City of
Tukwila granted the County authority to make any decisions related to the operation, maintenance and
management of the Bridge to the same extent as if the entire Bridge were part of the County road system,
and 
WHEREAS, the County is seeking funding for a replacement bridge, including grant funds and
funds from a broad group of partners; and 
WHEREAS, the South Park Bridge served a neighborhood with a high percentage of low-income
residents and businesses that are reliant on the access provided by the bridge; and 
WHEREAS, the Port seeks opportunities to support the residents and businesses in communities
as a good neighbor; and 
WHEREAS, the bridge replacement provides a clear benefit to the Port and the industrial areas of
the Duwamish Manufacturing and Industrial Center (as designated by the Puget Sound Regional
Council), by reducing traffic congestion in and around Port facilities on the Seattle waterfront; and 
WHEREAS, the Port and other agencies within King County and the state have developed and
signed funding agreements for freight infrastructure improvements, including SR 519, the Spokane Street
Viaduct, the East Marginal Way Grade Separation, the West Seattle Bridge, the West Galer Street
Flyover and other FAST Corridor projects, that provide freight mobility benefits for the region; and 
WHEREAS, the Port supported the County's successful application for a $34,000,000
Transportation Investment Generating Economic Recovery (TIGER II) grant; and 
1

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

WHEREAS, the Project will improve overall traffic congestion, especially for adjacent Duwamish
River bridges, including the First Avenue South Bridge, resulting in $158 million in savings to freight
haulers who will not suffer from more congestion on the First Avenue South Bridge and $157 million in
travel time savings for users of the new South Park Bridge, over 30 years; and 
WHEREAS, the Project will support both existing and new jobs in the Duwamish Manufacturing
and Industrial Center and will create $80 million in short-term construction jobs; and 
WHEREAS, the Project will improve safety for drivers, bicyclists and pedestrians, while providing
benefits to air quality and waterway restoration; and 
WHEREAS, the Project will provide direct access to industrial locations in the Duwamish
Manufacturing and Industrial Center while providing traffic congestion relief at adjacent river crossings;
and 
WHEREAS, the Project will provide environmental benefits for both air quality and water quality
habitat; and 
WHEREAS, the Port Commission on June 22, 2010, discussed and supported the general intent
to commit $5,000,000 to the project; and 
WHEREAS, the Port Commission on July 7, 2010, approved an aquatic easement to King County
with a value of $534,000 which would be deducted from the $5,000,000 total funding commitment to King
County's South Park Bridge; and, 
WHEREAS, an additional $180,000 for an Environmental Mitigation easement will be deducted
from the $5,000,000 total funding commitment to King County's South Park Bridge; and, 
WHEREAS, the Parties are authorized by RCW Chapter 39.34 to enter into an interlocal
cooperation agreement of this nature 
NOW, THEREFORE, the Parties agree as follows: 

1.   SCOPE OF WORK 
1.1. Project Title: The South Park Bridge Replacement 
1.2. Description: The Project involves the replacement of the 78-year old South Park Bridge with a
two-leaf bascule bridge spanning the Duwamish River, including separated sidewalks and
dedicated bicycle lanes in both directions, as well as travel lanes wider than in the old bridge,
providing the same or higher capacity for automobile and truck traffic as the old bridge prior to
closure. The construction cost of the project is currently estimated to be $133,466,000 by the
County. 
1.3. Schedule: Portions of the existing bridge were removed in late 2010. The Project is scheduled
for bid advertisement in early 2011 with substantial completion expected in spring, 2013. 

2.   TERMS AND CONDITIONS 
2.1. Implementing Agency: As the implementing agency the County shall ensure Project compliance
with the State Environmental Policy Act (SEPA) and National Environmental Policy Act (NEPA),
and shall be responsible for obtaining all necessary permits and/or agreements The County shall
be responsible for accomplishing all aspects of the Project scope. 
2

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

2.2. Contact Persons: The Parties to this Agreement shall designate person(s) to act as liaison for the
Project. The contact persons shall meet on a mutually agreed upon, scheduled basis at a
frequency appropriate to the phase and status of the Project. 
2.3. Schedule/Scope: The scope and schedule for the Project has been mutually agreed upon by the 
FHWA, the Washington State Department of Transportation and other funding partners.
Construction change orders that do not change Project functionality and benefits to the Port, or
the overall scope or general schedule of the Project will not require coordination or
documentation with the Port. Any changes to the functionality of the Project and benefits to the
Port, as described in Section 1.2., and further illustrated by the description of Project benefits,
and the Project plan as provided in Exhibits B and C shall require coordination with the Port. See
Exhibit B - Project Benefits and Exhibit C  Typical Cross Section and Project Plan, attached. 
The Port's funding is contingent on the bridge being constructed as described in Section 1.2. 
2.4. Progress Report: The County shall provide the Port with a copy of the WSDOT/FHWA approved
project schedule, and final engineer's estimate that includes contract bid items or summary of
values. At the time application for payment is made, the County shall provide to the Port a
progress report. The progress report will include a narrative describing the project progress since
the last report, an updated project construction schedule showing the current progress and
percent completion of the major work elements, and a tabulation of the construction progress
payments made so that 50% of the project completion can be determined. 
2.5. Public Involvement: The County shall be responsible for the public involvement and/or
community outreach process for the Project. The County shall develop a Community Outreach
Plan for the Project with the Port and other stakeholders in the Project. 

3.   COST REIMBURSEMENT AND FUNDING 
The Port agrees to contribute Five-Million Dollars ($5,000,000) in total for the South Park Bridge
Replacement subject to the following conditions: 
1.   All environmental review and permitting has been successfully completed, documented and not
subject to any appeal or legal challenge; 
2.   The Port and County continue to work together to ensure that the Project developments during
construction meet the needs of both parties including, but not limited to, construction staging and
local freight circulation; 
3.   The Port is satisfied that the Project, as constructed, provides the benefits to the Port identified in
this Agreement and; 
4.   The Port Commission authorizes the execution of this Agreement and the payment of (Four
Million and Two-Hundred and Eighty-Six Thousand Dollars ($4,286,000) for the Project's
construction costs (Five Million Dollars ($5,000,000) minus the Aquatic Easement value currently
estimated to be (Five-Hundred and Thirty-Four Thousand Dollars ($534,000)), minus the
Environmental Mitigation easement funds currently estimated to be (One-Hundred and Eighty
Thousand Dollars ($180,000)). 
5. The Port's funding of $4,286,000 of the total $133,466,000 estimated construction cost for the
Project is approximately 3.2% of the total construction cost. The total constructions costs are for
items described on attached Exhibit E. In the event the total construction cost for the Project is
less (at substantial completion) than the estimated total, the parties will reduce the Port's
contribution by 3.2% of the amount under $133,466,000. The parties will undertake this
calculation after any remaining Freight Mobility Strategic Investment Board ("FMSIB") funds (up to
$5,000,000) have been released. (FMSIB funds are provided on the condition that they are to be
used only when the construction costs exceed $128,466,000. If any FMSIB funds remain at the
time of substantial completion, those funds are released back to FMSIB.)" 
3

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

Once the Port Commission has authorized its contribution of $4,286,000 toward construction of the
Project, the Port shall make two payments as follows: 
The first payment of $2,143,000 (expected in 2012) shall occur after the County has made
aggregate progress payments totaling at least 50% of the total project cost for completed
construction. The second payment of $2,143,000 (expected in 2013) shall occur upon receipt of
the final progress report and a letter from the County Construction Contract Project Engineer
certifying the Project is substantially complete, supported by a progress report. The second
payment may be subject to a reduction based on Section 3.5 of this agreement. 
The County shall certify the project has reached substantial completion by sending the Port a
copy of the letter from the County Road Engineer to the Contractor establishing the substantial
completion date, as required by the County's 2010 Project Specifications. (See Exhibit D,
Definition of Substantial Completion, attached.) Upon receipt of the letter, the Port reserves the
right to request an inspection of the Project, to confirm the project improvements, as defined in
Section 1, Scope of Work, are in place and fully operational. To allow the County to proceed with
the construction contract approval process in a timely manner, if the Port has not conducted said
inspection and provided the County with any comments within seven (7) days of the established
substantial completion date, the Port does waive the right to request and perform said inspection. 

4.   AMENDMENT 
Either Party may request changes to the provisions contained in this Agreement.  Any change to this
Agreement must be mutually agreed to by both Parties, in writing and executed with the same formalities
as the original Agreement.

5.   NOTIFICATION 
Any notice required or permitted to be given pursuant to this Agreement shall be in writing, and shall be
sent postage prepaid by U.S. Mail, return receipt requested, to the following addresses unless otherwise
indicated by the Parties to this Agreement: 
To the County:          King County, DOT, Road Services 
201 S Jackson Street, Ste. 300 
KSC TR 0317 
Seattle, WA 98104 
To the Port:              Port of Seattle 
2711 Alaskan Way 
Seattle, WA 98121 

6.   RECORDS RETENTION AND AUDIT 
During the progress of the work on the Project and for a period not less than three (3) years from the date
of final payment by the Port to the County, the records and accounts pertaining to the Project and
accounting thereof are to be kept available for inspection and audit by the Port and the County shall
provide the Port with copies of all records, accounts, documents, or other data pertaining to the Project
upon the Port's request. If any litigation, claim, or audit is commenced, the records and accounts along
with supporting documentation shall be retained until all litigation, claims, or audit findings have been
resolved, even though such litigation, claim, or audit continues past the typical three year retention period.

4

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

This provision is not intended to alter or amend records retention requirements established by applicable
state and federal laws. 
7.   DISPUTES 
The designated representatives under section 5.0, NOTIFICATION, shall use their best efforts to resolve
disputes between the Parties. If the designated representatives are unable to resolve a dispute, then the
responsible Project directors for each Party shall review the matter and attempt to resolve it. If the Project
directors are unable to resolve the dispute, the matter shall be reviewed by the department director or
chief executive officer of each Party or his or her designee.  The Parties agree to exhaust each of these
procedural steps before seeking to resolve disputes in a court of law or any other forum. 

8.   EFFECTIVENESS AND DURATION 
This Agreement is effective upon the date of execution by both Parties and will remain in effect until
Project completion, unless otherwise stated herein or unless amended or terminated.

9.   TERMINATION 
Either Party may terminate this Agreement at any time upon thirty (30) days written notice to the other
Party.  If either Party decides to terminate this Agreement, the Port shall reimburse the County for all
costs payable under this Agreement at the time of notice of termination and all non-cancelable obligations
that the County incurred prior to receiving the Port's notice of its intent to terminate this Agreement. For
the purposes of this Agreement, "non-cancelable obligations" are defined as those costs that the County
is obligated to pay as of the day that either Party provides notice that it is terminating this Agreement,
including the Port's percentage of the total cost of any phase of the Project that the County has
commenced prior to the Port's notice of termination, whether or not such phase has reached completion. 

10. INDEMNIFICATION AND HOLD HARMLESS 
10.1  To the maximum extent permitted by law, the County shall protect, defend, indemnify, and hold
harmless the Port, its officers, officials, employees, and agents from any and all costs, claims,
demands, suits, actions, judgment, and/or awards of damages, including but not limited to
reasonable attorney's fees, to the extent arising out of, or in any way resulting from, the
County's own negligent acts or omissions or the negligent acts or omissions of the County's
agents and contractors. 
10.2  The County agrees that its obligations under this section 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,
the County hereby waives, with respect to the Port only, any immunity that would otherwise be
available against such claims under the Industrial Insurance provision of Title 51 RCW to the
extent necessary to provide indemnification as required under this Agreement. 
10.3  The indemnification, hold harmless, and/or waiver obligation described in this Agreement in
paragraphs 10.1 and 10.2 shall survive the termination of this Agreement. 

11. VENUE 
This Agreement shall be deemed to be made in the County of King, State of Washington, and the legal
rights and obligations of the County and Port shall be determined in accordance with the laws of the State

5

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

of Washington. All legal actions in connection with this Agreement shall be brought in the County of King,
State of Washington. 

12. Other Provisions 
12.1    Severability. A determination by a court of competent jurisdiction that any provision of
this Agreement or any part thereof is illegal or unenforceable shall not cancel or invalidate the remainder
of such provision of this Agreement, which shall remain in full force and effect. 
12.2    Interpretation. The captions of the Sections or Paragraphs of this Agreement are not a
part of the terms or provisions of this Agreement. Whenever required by the context of this Agreement,
the singular shall include the plural and the plural shall include the singular. The masculine, feminine and
neuter genders shall each include the other.
12.3    Waivers. All waivers shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either party
from enforcing that provision or any other provision of this Agreement in the future.
12.4    Force Majeure. If either party cannot perform any of its obligations due to events
beyond its reasonable control (other than the payment of money), the time provided for performing such
obligations shall be extended by a period of time equal to the duration of such events. Events beyond a
party's reasonable control include, but are not limited to, acts of God, war, civil commotion, labor
disputes, strikes, fire, flood or other casualty, shortages of labor or materials, government regulations or
restrictions and weather conditions. 
12.5    Joint Drafting Effort. This Contract 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 hereof. 
12.6            Third Party Beneficiaries.  Nothing in this Agreement is intended to, nor shall
be construed to give any rights or benefits in the Agreement to anyone other than the Port and the
County, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and
exclusive benefit of the Port and the County and not for the benefit of any other party. 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement which shall be effective upon
the date of recording. 

PORT OF SEATTLE                       King County 

___________________________              ___________________________ 
Tay Yoshitani, Chief Executive Officer             Dow Constantine, County Executive 

Date: ________________                     Date: ________________ 


APPROVED AS TO FORM: 
6

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

____________________________             ____________________________ 
Port Attorney                                              County Attorney 

Date: ___________________                  Date: ___________________ 

ATTEST: 















7

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 



















8

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 



















9

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

EXHIBIT C: Project Plan and Cross Section 

















10

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

EXHIBIT C - Project Plan and Cross Section 

















11

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 


EXHIBIT C - Project Plan and Cross Section 
















12

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 

EXHIBIT C: Project Plan and Cross Section 









EXHIBIT D - Definition of Substantial Completion 

Definition of Substantial Completion per the County's 2010 Project Specifications: 
Substantial Completion Date is the day the Engineer determines that: (1) two-way vehicular,
pedestrian and bicycle traffic can be routed onto the bridge and approaches; (2) the bridge is fully
operational and open to marine traffic utilizing the new and permanent mechanical and electrical
systems; and (3) the Contractor has provided the County a certificate of final electrical inspection and
acceptance. 





13

11/30/10 Draft sent to County staff, subject to Commission and Council review and approval 


EXHIBIT E  Summary Estimates of 
COST and 
FUNDING SHARES 
(to be completed by County) 

SUMMARY ESTIMATE OF COST: 

Estimated construction contract cost: 
Additional construction costs: 

Total:                                                  $133,466,000 

SUMMARY ESTIMATE OF FUNDING SHARES: 
Federal TIGER II 
WSDOT 
Transportation Improvement Board 
Freight Mobility Strategic Investment Board 
Puget Sound Regional Council 
City of Seattle 
Port of Seattle                                     4,286,000 
Total:                                                                100% 





14