GCB 3063 
INTERLOCAL AGREEMENT BETWEEN 
WSDOT / Port of Seattle 
This INTERLOCAL AGREEMENT (Agreement) is entered into between the Washington
State Department of Transportation (WSDOT) and the Port of Seattle (Port), individually 
referred to as the "Party" and collectively referred to as the "Parties." 
RECITALS 
A.  Pursuant to Chapter 39.34 Revised Code of Washington (RCW), Interlocal Cooperation Act,
the Parties desire to enter into an agreement with one another in order to jointly establish a
mutual and cooperative system to carry out their respective obligations of this Agreement for
the construction of the Puget Sound Gateway Program (PROGRAM). 
B.  In 2015 the Legislature funded the construction of the PROGRAM through the Connecting
Washington revenue package. 
C.  The Legislature directed that $130 million of the $1.875 billion Program funding is to come
through local funding sources. 
D.  The State Route 509 Completion Project (PROJECT), consisting of two stages of
construction related to the Port's contribution, is part of the PROGRAM and will provide the
Port with improvements in local and regional accessibility to its facilities. As shown on 
Exhibit B, the SR 509 alignment will provide more direct access to the Airport from I-5 to the
south and will reduce congestion on surface streets currently used for access. This
Agreement is for both Stages1 and 2 construction of the PROJECT that will provide
essential connections to the ports of Tacoma and Seattle and will help ensure people and
goods move more reliably through the Puget Sound region. The PROJECT will benefit the
Port by providing direct freight links from both harbors of the NW Seaport Alliance and from
Seattle-Tacoma International Airport (Sea-Tac) to key distribution centers in the region, to
Eastern Washington, and to other states along the northern tier. 
E.  The PROJECT will further give travelers accessing Sea-Tac options for approaching from
the South, by finally linking SR 509 and Interstate 5. 

F.  The Port has entered into a Local Funding and Phasing Memorandum of Understanding
(MOU) with WSDOT (Exhibit A), commencing on July 1, 2018, acknowledging that the Port 
is one of eighteen (18) Local Agency Partners committed to provide matching
funds/contributions commensurate with the benefits accrued from the PROJECT at a local
level. 
G. The Port is willing to contribute matching funds towards the required local contribution for
the Stages 1 and 2 of construction. 
NOW, THEREFORE, pursuant to chapter 39.34 RCW, the above recitals that are
incorporated herein as if fully set forth below, and in consideration of the terms, conditions,
covenants, and performances contained herein, and the attached Exhibits A and B, and
incorporated and made a part hereof, the Parties agree as follows: 

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IT IS MUTUALLY AGREED AS FOLLOWS: 
1.     General 
1.1   This Agreement quantifies the Port's local contribution commitment to be applied
towards Stages 1 and 2 of construction of the PROJECT components of the
PROGRAM and defines the roles and responsibilities between the Parties for
delivery of the PROJECT. 
1.2   The PROJECT will: provide an alternate route between Interstate 5 South and
the Duwamish Manufacturing Industrial Center; it will reduce congestion on SR
518 to improve north access to Seattle-Tacoma International Airport; and will
provide an opportunity for a potential future south access route accessing the
airport. 
1.3   This Agreement is effective upon the last date of execution of both Parties and
will terminate upon the sooner of the PROJECT completion, or 12/31/30, unless
mutually extended by the Parties. 
1.4   WSDOT shall provide the Port with written notice of commencement of the Phase 1,
Stage 1b portion of the PROJECT's construction at least thirty (30) days prior to the
commencement date. 
2.     Payment 
2.1   The Port agrees to contribute funds in two equal payments each in the amount of
fifteen million Dollars ($15m), for a total contribution amount of thirty million dollars
($30m) to WSDOT for entirety (Stages 1 and 2) of construction of the PROJECT. 
WSDOT will invoice the Port with evidence that payments of at least fifteen million
dollars ($15m) have been made by WSDOT for the Phases 1 and 2 of construction
of the PROJECT. The Port will pay the invoice within thirty (30) days of receipt from
WSDOT. 
2.3   The Port shall not be obligated to contribute funds in excess of thirty million dollars
($30m) for the Stages 1 and 2 of construction for the PROJECT. If WSDOT requests
additional funds from the Port in the future, a written amendment to this Agreement
authorizing a contribution increase must be mutually agreed upon, and subject to 
Port Commission approval. 
2.4  The Port shall make two payments as follows: 
1.  The first payment of fifteen million dollars ($15m) shall occur after WSDOT has
made progress payments to the contractor for the completion of Stage 1b, or
fifteen million dollars ($15m) of the eligible construction costs of Stage 1b and in
either case, no earlier than December 2023. 
2.  The second payment of fifteen million dollars ($15m) shall occur after WSDOT
has made progress payments to the contractor for the completion of Stage 2, or
payments totaling at least thirty million dollars ($30m) of the construction contract 
of the entire SR 509 Stage 1b and Stage 2 project components, and in either
case no sooner than December 2029. 

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3.    Modifications to funding or scope of the projects and amendment 
3.1 The Parties may adjust the Port's contributions to the project under Section 2 by 
written amendment reflecting changes to the Port's timing and contribution. In fulfilling
its obligations under this Agreement, the Port will at times retain its duty to act in the
best interests of the Port. 
3.2 Either Party may request changes to the provisions contained in this Agreement. Such 
changes shall be mutually agreed upon and incorporated by written amendment to this
Agreement. No variation or alteration of the terms of this Agreement shall be valid
unless made in writing and signed by authorized representatives of the Parties hereto. 
4.     Contract Administration 
4.1   The Parties do not by this Agreement create any separate legal or administrative
entity. The Secretary of Transportation or his designee and Port of Seattle Executive
Director, or his designee shall be responsible for working with each other to
administer the terms of this Agreement. The Parties do not intend to jointly own any
real or personal property as part of this undertaking. The Parties will cooperatively
work together to further the intent and purpose of this Agreement. 
5.     Dispute Resolution 
5.1   In the event that a dispute arises under this Agreement, it shall be resolved as
follows: The Parties shall each appoint a member to a disputes board; these two
members shall select a third board member not affiliated with either Party. The
three-member board shall conduct a dispute resolution hearing that shall be informal
and unrecorded. An attempt at such dispute resolution in compliance with the
aforesaid process shall be a prerequisite to the filing of any litigation concerning the
dispute. The Parties shall equally share in the cost of the third disputes board
member; however, each Party shall be responsible for their own costs and fees. 
6.     Indemnification 
6.1   To the extent permitted by law, WSDOT and the Port shall protect, defend, indemnify,
and save harmless each other, their respective officers, officials, employees, and
agents, while acting within the scope of their employment as such, from any and all
costs, claims, judgment, and/or awards of damages, arising out of, or in any way
resulting from, Indemnifying Party's negligent acts or omissions. Neither WSDOT nor 
the Port will be required to indemnify, defend, or save harmless each other if the
claim, suit, or action for injuries, death, or damages is caused by the sole negligence
of the other party. Where such claims, suits, or actions result from concurrent
negligence of WSDOT and the Port, the indemnity provisions provided herein shall
be valid and enforceable only to the extent of WSDOT's or the Port's own
negligence. WSDOT and the Port agree that their respective 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, WSDOT and the Port, by
mutual negotiation, hereby waive, with respect to the other party only, any immunity
that would otherwise be available against such claims under the industrial insurance

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provisions of Title 51 RCW. In the event that WSDOT or the Port 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
by the prevailing party. This indemnification shall survive the termination of this
Agreement. 
7.     Venue 
7.1   In the event that either Party deems it necessary to institute legal action or
proceedings to enforce any right or obligation under this Agreement, the Parties
hereto agree that any such action or proceedings shall be brought in Thurston 
County Superior Court. Further, the Parties agree that each will be solely responsible
for payment of their own attorneys' fees, witness fees, and costs. 
8.     Contacts and Notices 
8.1   Contact between the Parties, including but not limited to invoicing, agreement
administration, and notices will be directed to the below identified contacts as follows
or his/her designee or such other addresses as either Party may, from time to time,
designate in writing: 
________________________ 
Geraldine Poor                         WSDOT Project Manager shall be: 
Regional Transportation                Steve Fuchs OR Andrey Chepel 
Manager                           PO Box 47440 OR 999 3RD Ave Ste 2200 
Port of Seattle                            Olympia, WA 98503 OR Seattle, WA 98104 
PO Box 1209                        Phone (360) 357-2623 OR (360) 805-2978 
Seattle, WA 98111                      Email: fuchss@wsdot.wa.gov OR 
ChepelA@wsdot.wa.gov 

9.     Amendment 
9.1   This Agreement may be amended or modified only by the mutual agreement of the
Parties. Such amendments or modifications shall not be binding unless they are in
writing and signed by persons authorized to bind each of the Parties. 
10.   Severability 
10.1 Should any clause, phrase, sentence or paragraph of this Agreement or its
application be declared invalid or void by a court of competent jurisdiction, the
remaining provisions of this Agreement or its applications of those provisions not so
declared shall remain in full force and effect. 
11.   No Third-Party Beneficiaries 
11.1 This Agreement is executed for the sole and exclusive benefit of the signatory
Parties. Nothing in this Agreement, whether expressed or implied, is intended to
confer any right, remedy or other entitlement upon any person other than the Parties
hereto, nor is anything in this Agreement intended to relieve or discharge the

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obligation or liability of any third-party, nor shall any provision herein give any
third-party any right of action against any party hereto. 
12.   Audits/Records: 
12.1 All records for the PROJECT in support of all costs incurred shall be maintained by
WSDOT for a period of six (6) years following final payment by the Port to WSDOT. 
The Port shall have full access to and right to examine said records, during normal
business hours and as often as it deems necessary. Should the Port require copies of
any records, it agrees to pay the costs thereof. The Parties agree that the work
performed herein is subject to audit by either or both Parties and/or their designated
representatives, and/or the federal/state government. 
13.    Signature Authority 
13.1 The Port of Seattle Executive Director, Steve Metruck, was authorized to execute this
agreement by Resolution No. ______ adopted by the Port of Seattle Commission on
the 10th day of December, 2019, at a regularly scheduled meeting. 
14.   Recording 
14.1 The will record a copy of this Agreement in the Office of the County
Auditor as provided by law. 
15.   Working Days 
15.1 Working days for this Agreement are defined as Monday through Friday, excluding
Washington State furlough days or state holidays pursuant to RCW 1.16.050. 
In Witness Whereof, the Parties hereto have executed this Agreement as of the date last written
below. 
Port of Seattle                                                 Washington State 
Department of Transportation 

By__________________________              By ________________________________ 

Date: ________________________             Date: _____________________________ 

Approved as to Form                            Approved as to Form 

By____________________________            By ____________________________ 
Assistant Attorney General 

Date: __________________________           Date: _________________________ 

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