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

Item No. 8c  attach 2 
Meeting Date: March 24, 2020 
DRAFT 
12/24/2019 
INTERLOCAL AGREEMENT BETWEEN THE PORT OF SEATTLE AND THE WASHINGTON STATE 
DEPARTMENT OF ECOLOGY 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 Ecology, 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, Ecology 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, Ecology has an established core marine station for long-term water quality 
measurements in Elliott Bay within 4km of Smith Cove, where monthly measurement of ocean 
acidification parameters was implemented in October 2018; 
WHEREAS, the Port has secured funding from the Port of Seattle Commission's Energy & 
Sustainability Committee to conduct a three-year monitoring study related to carbon 
sequestration, shellfish growth/survival, eelgrass productivity and water quality ("Monitoring 
Project");

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

WHEREAS, the Parties would like to enter into a three-year agreement to use a portion of the 
secured funding to support water quality assessment and technical assistance from Ecology's 
Ocean Acidification Program, 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 ECOLOGY 
1.  Ecology shall integrate the Smith Cove project into ongoing Marine Monitoring Unit ocean 
acidification sampling through at least two cruises across the project site; 
2.  Ecology shall work with the Port of Seattle to review and finalize the Draft Monitoring Plan 
included as Exhibit B; 
3.  Ecology shall generate an annual technical memo and relevant sections of a final report on 
interim and complete findings associated with water quality data collected by Ecology and 
DNR at the project site, evaluating conditions at Smith Cove in the context of Marine 
Monitoring Unit data from Greater Puget Sound; 
4.  Ecology shall present on interim and complete findings associated with water quality data 
to Port staff and/or community partners on an annual basis. 
III.       RESPONSIBILITIES OF THE PORT 
1.  The Port of Seattle will provide up to $36,500 in funding to Ecology to support high-level 
technical oversight, analysis, and participation described in Section II.  Ecology will invoice 
the Port for these funds to be paid in quarterly disbursements throughout the effective 
period of this agreement.

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

2.   The Port of Seattle will provide access to the Monitoring Project site and will coordinate 
with designated Ecology 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 $36,500 to support the tasks described above. Ecology and the
Port may obtain additional funding as needed to support their own activities in connection with
the Monitoring Project. Ecology will manage the budget 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 April 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 
Ecology shall be governed under these Dispute Resolution provisions. The Port and Ecology 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 Ocean Acidification Program for Ecology shall meet to discuss and attempt 
to resolve the dispute in a timely manner. If the Ecology 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, 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

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

To the extent permitted by law, Ecology 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. Ecology 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 Ecology 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, Ecology 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 Ecology to the extent of Ecology'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 Ecology                    Port of Seattle 
c/o Micah Horwith                        c/o Jon Sloan 
Ocean Acidification Sr. Scientist              Sr. Manager, Permitting & Compliance 
300 Desmond Drive SE                    2711 Alaskan Way 
Lacey, WA 98503                         Seattle, WA 98121 

V.      ENTIRE AGREEMENT 
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.

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

VI.      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. 
VII.     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. 
VIII.        MODIFICATION 
This Agreement may be modified by the mutual agreement of the parties under the same 
formalities with which this Agreement was executed. Any modification of this Agreement must be 
in writing. 
IX.         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. 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year 
set forth below their signatures. 

DATE:                      ______              DATE:___ 

STATE OF WASHINGTON- ECOLOGY              PORT OF SEATTLE 

BY:                                                    BY: 

Its:                        _______                          Its:_____ 
Executive Director or designee                      Executive Director or designee 
Approved as to form:                              Approved as to form:

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

Assistant Attorney General                         Elizabeth Black 
Senior Port Counsel