Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 

Item No. 8c  attach 1 
Meeting Date: March 24, 2020 

DRAFT 
2/25/2020 
INTERLOCAL AGREEMENT BETWEEN THE PORT OF SEATTLE AND THE WASHINGTON STATE 
DEPARTMENT OF NATURAL RESOURCES REGARDING THE SMITH COVE BLUE CARBON PILOT 
PROJECT 
This Interlocal Agreement is entered into between the Port of Seattle (Port), a municipal 
corporation of the State of Washington, and the Washington State Department of Natural 
Resources (DNR), a department of the State of Washington, collectively known as the "Parties" 
pursuant to Interlocal Cooperation Act, Chap. 39.34 RCW. 
RECITALS 
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, the Port has legal authority to evaluate different methods of mitigating environmental 
impacts associated with operation of its facilities and meeting its 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; 
WHEREAS, the DNR has legal authority to conduct research into water quality and wildlife habitat; 
WHEREAS, the Parties share common interests in promoting fish and wildlife habitat restoration, 
carbon sequestration, and water quality improvement in Puget Sound; 
WHEREAS, the Port has taken steps to enhance, create and/or restore bull kelp, eelgrass and
Olympia oyster beds in Smith Cove at the north end of Elliott Bay for the purposes of evaluating
carbon sequestration, habitat restoration and water quality improvement potential associated
with 'blue carbon' features; 
WHEREAS, the DNR has co-located water quality sensors at Smith Cove for the purposes of 
evaluating changes in seawater chemistry, shellfish growth, and eelgrass productivity, and 
included the site as part of the Puget Sound-wide "Acidification Nearshore Monitoring Network" 
(ANEMONE); 
WHEREAS, the Port of Seattle Commission's Energy & Sustainability Committee desires the Port to 
conduct a three-year monitoring study related to carbon sequestration, shellfish growth/survival, 
eelgrass productivity and water quality ("Monitoring Project"); 

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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
WHEREAS, the Parties would like to enter into a three-year agreement to use the secured funding 
to support water quality assessment, biological assessment from DNR's Aquatic Assessment and 
Monitoring Team, to undertake key elements of the monitoring study; 

NOW, THEREFORE, in exchange for the consideration described in this agreement, the parties 
agree as follows: 
I.        BACKGROUND 
Smith Cove is located on Port-owned aquatic lands as depicted in the map attached as Exhibit A.
The site is the location of the Smith Cove Blue Carbon Pilot Project, which includes specific habitat 
restoration treatments undertaken to evaluate potential benefits including carbon sequestration, 
water quality (amelioration of seawater acidification), and habitat productivity. These treatments 
include installation of bull kelp, eelgrass and Olympia oyster beds. Following installation, the Port 
of Seattle aspires to measure potential benefits in and around the site for a period of not less than 
three years, including residents as part of a community-based science initiative to the extent 
practicable. The Parties will collaborate to implement this Monitoring Project and communitybased
science initiative as outlined below.
II.       RESPONSIBILITIES OF THE DEPARTMENT OF NATURAL RESOURCES 
1.  DNR shall dedicate 50% of a Natural Resource Scientist II position to the Monitoring Project 
for a period of three years; 
2.  DNR shall undertake the pH monitoring, larval settlement tiles and shellfish survival and 
growth tasks detailed in the Final Monitoring Plan, 
3.  DNR shall continue to include the Smith Cove project site in the State's Acidification 
Nearshore Monitoring Network (ANEMONE), including necessary installation, maintenance 
and monitoring of water quality sensors; 
4.  DNR shall incorporate ANEMONE volunteer participation into a Community-Based Science 
Plan and implement the plan to involve Port fence-line communities in the monitoring 
project; 
5.  DNR will be responsible for repairs to water quality sensors and other ANEMONE 
equipment required for implementation of the Monitoring Project; 
6.  DNR shall make water quality and biological data collected from ANEMONE available to the 
port and members of port fence-line communities; 
7.  DNR shall generate a final report due three years from execution of this agreement 
summarizing the water quality and biological data findings. 
III.      RESPONSIBILITIES OF THE PORT 
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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
1.  The Port of Seattle will provide $163,500 in funding to DNR to support a Natural Resource 
Scientist II position to conduct the tasks described in Section II.  The DNR will invoice the 
Port for these funds to be paid in quarterly disbursements throughout the effective period 
of this agreement.
2.  The Port of Seattle will provide access to the Monitoring Project site and will coordinate 
with designated DNR personnel for use of Port equipment, including: 
a.  Access to the Terminal 91 boathouse for storage of sampling equipment and gear; 
b.  All file materials and data which may be germane to the Monitoring Project. 
IV.      BUDGET 
The total budget for this project is $163,500 to support the tasks described above. DNR and the
Port may obtain additional funding as needed to support their own activities in connection with
the Monitoring Project. DNR will manage the budge for the project and will provide quarterly
updates to the Port. 
V.      PROPERTY 
Upon termination of this Agreement, each Party will retain ownership of any real or personal
property acquired in its own name prior to execution of this Agreement. "Background IP" means
all intellectual property that: (i) was owned or developed by a Party prior to the execution of this
Agreement; or (ii) was independently developed by a Party without contribution, assistance or
influence from the other party to this Agreement. Each Party will retain all rights, title and interest
in their respective Background IP. Each Party hereby grants to the other Party a non-exclusive,
nontransferable, paid-up, worldwide, royalty-free license under its Background IP as may be
necessary for such other Party to perform its obligations under this Agreement. 
VI.       TERM OF THIS AGREEMENT 
This Agreement is intended to be effective on February 1, 2020, or upon the signature of the three 
Parties, whichever event occurs last, for a term of three years.
VII.     DISPUTE RESOLUTION 
Any disputes or questions of interpretation of this Agreement that may arise between the Port and 
DNR shall be governed under these Dispute Resolution provisions. The Port and DNR agree that 
cooperation and communication are essential to resolving issues efficiently. If disputes about the 
implementation of this Agreement arise, the Managing Director of the Maritime Division for the 
Port of Seattle and the Aquatics Division for DNR shall meet to discuss and attempt to resolve the 
dispute in a timely manner. If the DNR and the Managing Director are unable to resolve the dispute, 
then the Parties are free to pursue any legal remedies. At all times prior to resolution of the dispute, 

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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
the Parties shall continue to perform and make any required payments under this Agreement in the 
same manner and under the same terms as existed prior to the dispute. 
VIII.    INDEMNIFICATION AND HOLD HARMLESS 
To the extent permitted by law, DNR will protect, defend, indemnify, and hold harmless the Port,
its officers, employees and agents from any and all costs, claims, judgments, or awards of damages
arising out of or in any way resulting from the negligent or intentional acts or omissions of the
Port, its officers, employees, or agents. DNR agrees that the obligation to indemnify, defend, and
hold harmless the Port and its agents and employees under this provision extends to any claim,
demand or cause of action brought by or on behalf of any employee of DNR against the Port, its
officers, agents, or employees and includes any judgment, award and cost arising therefrom,
including attorneys' fees that may arise under the execution of this agreement. For this purpose,
DNR hereby waives, with respect to the Port only, any immunity that would otherwise be available
against such claims under the Industrial Insurance provisions of Title 51 Revised Code of
Washington (RCW). In the event that the Port incurs any judgment, award, and/or cost arising
there from, including attorneys' fees, to enforce the provisions of this Article, all such fees,
expenses, and costs shall be recoverable from DNR to the extent of DNR's culpability. This
indemnification shall survive the termination of this Agreement. 
IX.      DISCRIMINATION 
The Port hereby certifies that it is an equal opportunity employer and has developed and 
implemented affirmative action policies pursuant to Port of Seattle Resolution #3628, paragraph 
16 and other policies and procedures of the Port of Seattle. The three parties agree that they will 
not discriminate against any employee or applicant for employment because of race, color, 
religion, sex, national origin, marital status, or disability. The three parties agree that they will take 
affirmative action to ensure that all employment actions are without regard to race, color, religion, 
sex, national origin, marital status or disability. Such action includes but is not limited to 
employment, upgrading, layoff, or termination, rates of pay or other forms of compensation, or 
selection for training, including apprenticeship. 
X.       NOTICES 
All notices to the parties under terms of this Agreement, unless otherwise specified herein, or as 
may be amended, shall be in writing, addressed as follows: 
Department of Natural Resources                 Port of Seattle 
c/o Cinde Donoghue                             c/o Jon Sloan 
Aquatic Assessment and Monitoring Team         Maritime Environment & Sustainability 
1111 Washington St SE, 3rd floor                    2711 Alaskan Way 
Olympia, WA 98504                             Seattle, WA 98121 
XI.     ENTIRE AGREEMENT 

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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
This Agreement is intended to express the entire agreement of the Parties and may not be altered 
or modified in any way unless such modification is reduced to writing, signed by both parties, and 
affixed to this original Agreement. 
XII.     RIGHTS AND REMEDIES 
The rights and remedies of the parties to this Agreement are in addition to any other rights and 
remedies provided by law except as otherwise provided in this Agreement. 
XIII.    ASSIGNMENT 
The parties will not assign, transfer, or otherwise substitute its obligations under the Agreement 
without the prior written consent of the other parties. Any assignment made in violation of this 
provision will be null and void and confer no rights whatsoever on any person. 
XIV.    ADDITIONAL SERVICES, MODIFICATION, AND TERMINATION 
The parties may negotiate additional and non-standard services, which must be agreed to in 
writing prior to implementation. 
Any modifications to this Agreement may be modified by the mutual agreement of the parties 
under the same formalities with which this Agreement was executed and must be in writing. 
Either party may terminate this Agreement upon written notice to the other Party, in which case a 
refund of the amount anticipated into the Section III above in an amount commensurate to the 
work performed shall be due to the Port within 30 days of receipt of a request for payment. 
XV.    APPLICABLE LAWS AND VENUE 
This Agreement will be governed by, and construed and enforced in accordance with, the laws of 
the State of Washington. Any legal action brought resulting from this Agreement shall be brought 
in the Superior Court of King County, Washington. 
XVI.    SEVERABILITY 
If any court determines that any provision of this Agreement is invalid or unenforceable to any
extent, the remainder of the Agreement shall not be affected thereby and each other term,
covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted
by law. 
XVII.   WAIVER OF DEFAULT 
Waiver of any default by either Party shall not be deemed to be a waiver of any subsequent
default. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of
any other or subsequent breach. Waiver of any default or breach shall be interpreted or
construed to constitute a modification of the terms of this Agreement, unless so stated in writing
and signed by both Parties. 
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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
XVIII.   MUTUAL NEGOTIATION 
The Parties agree that the terms and provisions of this Agreement have been negotiated, that the
Agreement shall be deemed to be mutually negotiated and mutually drafted by both Parties, and
the language in the Agreement and Exhibits shall, in all respects, be construed according to its fair
meaning and not strictly for or against either Party. 
XIX.    LEGAL OBLIGATIONS
This Agreement does not relieve either Party of any obligation or responsibility imposed upon it by
law. No third-party beneficiaries are intended to be created by this Agreement and no third party,
by law or equity, may enforce this Agreement against the Port or DNR, their officers or elected
officials, or any person. 
XX.    COUNTERPARTS
The Parties may execute this Agreement in counterparts, which, taken together, constitute the
entire Agreement. 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year 
set forth below their signatures. 

STATE OF WASHINGTON 
DEPARTMENT OF NATURAL RESOURCES    PORT OF SEATTLE 

_____________________________________      ___________________________________ 
Signature                                             Signature 

_____________________________________      ___________________________________ 
Printed Name                                    Printed Name 

_____________________________________      ___________________________________ 
Title                                                          Title 

_____________________________________      ___________________________________ 
Date                                                 Date 

Approved as to form:                              Approved as to form: 

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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 

Assistant Attorney General                         Attorney for Port of Seattle 

















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