Item No. 6j  attach 1
Meeting Date: August 11, 2020

lnterlocal Agreement 
Between the Port of Seattle and the University of Washington (UW) on behalf of its
Washington Sea Grant Program 
Relating to the Washington Sea Grant Hershman Fellowships
This Agreement is made and entered into by the State of Washington, through the University of
Washington ("UW'), an institution of higher education and an agency of the State of
Washington, with its principal campus located in Seattle, Washington, USA, and the Port of
Seattle ("Port"), a municipal corporation of the State of Washington, individually a "Party" and
collectively referred to as the "Parties." 
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 and the UW have mutual interests in promoting environmental
stewardship, economic development and social equity in the maritime industry;
WHEREAS, the UW provides administrative support for the Washington Sea Grant program,
including the Washington Sea Grant Hershman Fellowship program, a one-year, paid marine
policy fellowship that matches highly motivated, qualified individuals with host agencies,
nonprofits or tribes throughout Washington State to offer recent graduates first-hand
experiences in crafting marine and natural resource policies and allows them to share their
academic expertise with their host offices;
WHEREAS, the UW has legal authority to enter into this Agreement pursuant to RCW 39.34.130
and RCW 39.26.180(3)];
WHEREAS, the Port has legal authority under RCW 53.08 to operate and maintain seaport
infrastructure, including energy, habitat restoration, climate resilience efforts, and community
engagement related to seaport operations;
WHEREAS, under the Port's Century Agenda, the Port has committed to operate its facilities in an
environmentally sustainable manner, including (but not limited to) the reduction of air pollutants and
carbon emissions, restoration of 40 acres of habitat, and identifying community environmental
stewardship opportunities;
WHEREAS, the Port has also committed in its Century Agenda to implement its programs through
an equity lens and the Office of Equity, Diversity and Inclusion's Framework aims to make the Port a
leader in the regional efforts to achieve equity and social justice, including through development of an
Equity Index to guide equitable decision-making; and
WHEREAS, the Port applied and was accepted to host two (2) Hershman Fellows ("Fellows")
for the period of one year (2020-21) and the purpose of this Agreement is to set out each
Party's obligations with respect to the Port's hosting of the two Fellows. 
NOW, THEREFORE, the Parties agree as follows: 
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TERMS AND CONDITIONS 
1.  Port of Seattle: The Port of Seattle shall:
a)  Transmit $29,000 in a one-time lump-sum payment to UW upon execution of this
contract, and the remaining $29,000 at the completion of the fellowship term;
b)  Provide full-time, 40-hours per week engagement for each Fellow for one calendar year on
projects and initiatives within the Maritime Environment & Sustainability Department and
Office of Equity, Diversity and Inclusion, within the following focus areas:
(1)   Climate adaptation and resilience. Evaluate policy and program options related to Port
operations to respond to sea level rise, coastal acidification, greenhouse gas
reduction/sequestration, and energy planning.
(2)   Habitat restoration and blue carbon. Identify opportunities for marine area habitat
restoration, blue carbon enhancement, and tree preservation on Port property.
(3)   Environmental outreach and stewardship training. Work with ME&S and OEDI to
prepare environmental curriculum materials for use with staff, interns, students, business
partners, and citizen groups to carry out existing Port commitments on Port property
and/or related to Port operations.
(4)   Environmental & societal data mining. Help improve the Equity Index by finding and
identifying key data sets within the Port of Seattle to incorporate into the Index.

c)  Provide access to office space, equipment, training, and other items needed to perform
assigned work;
d)  Provide supervision and evaluation of the Fellows consistent with the HR policies of the Port
and the Port's Code of Conduct.
2.  University of Washington: The UW shall:
a)  Hire and administer fellowship stipend payments and manage and distribute professional
development funds.
b)  Be available to the Port and the fellows for consultation on fellowship progress when
needed.
c)  Refund the Port a pro-rated portion of the $29,000 payment if a Fellow chooses to
terminate their employment with the UW prior to completion of the one-year period.

3.  Budget. The UW will provide two fellows at a reduced rate of which a one-time payment of
$29,000 per Fellow, up to a total of $58,000 for both Fellows, will be provided by the Port.
4.  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.
a)    Background Intellectual Property. "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,
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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 (i) for such other Party to perform its
obligations under this Agreement; or (ii) for such other Party to practice rights to the Joint
IP described below in Section 4.2. 
b)      Joint Intellectual Property. "Joint IP" means all intellectual property that is
developed jointly by the Parties under this Agreement. Each Party will have the right,
subject to this Agreement and applicable law, to make, have made, use, offer to sell,
sell, import, publicly display and publicly perform Joint IP and freely exercise, transfer,
assign, license, encumber, and enforce all of its rights in the Joint IP without the
consent, joinder, or participation of, or payment or accounting, to the other Party. By
mutual agreement, the Parties shall identify which Party shall file patent applications,
trademark applications, or any other intellectual property filing for any Joint IP.

5.  Additional Services: The Parties can negotiate additional and non-standard services.
These services must be agreed to in writing prior to implementation.
6.  Termination of Agreement: Either Party may terminate this Agreement upon thirty days
written notice to the other Party.
7.  Dispute Resolution: Any disputes or questions of interpretation of this Agreement that may
arise between the Port and UW shall be governed under these Dispute Resolution provisions.
The Port and UW agree that cooperation and communication are essential to resolving issues
efficiently. If disputes about the implementation of  this Agreement arise, the designated
contact persons for the Port and UW shall meet to discuss the issues and attempt to resolve
the dispute in a timely manner. If the designated contact persons are unable to resolve the
dispute, then the Parties may 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.
8.  Term of Agreement: The term of this Agreement shall begin on 9/16/20 and end on Oct.
1, 2021, sufficient to allow one full year of participation by the Hershman Fellows at the
Port of Seattle.
9.  Indemnification: To the maximum extent allowed by law, the Parties shall protect, defend,
indemnify, and save harmless each other, their officers, officials, employees, and agents,
while acting within the scope of their employment, from any and all costs, claims, judgments,
penalties, and/or awards of damages, arising out of or in any way resulting from the Parties'
own negligent acts or omissions in connection with performance of activities under the terms
of this Agreement. Each Party agrees that its obligations under this provision 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, each Party, by mutual negotiation, hereby waives, with respect to
the other Party 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
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the event that a Party 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 the responsible Party to the extent of that Party's culpability. This
indemnification shall survive the termination of this Agreement. 
10. Notification: Any notice required or permitted to be given pursuant to this Agreement shall
be in writing, and shall be sent by U.S. Mail and by email (with telephonic confirmation), to
the following addresses unless otherwise indicated by the Parties to this Agreement:
For the UW:
Carol Rhodes
Office of Sponsored Programs
University of Washington
4333 Brooklyn Ave. N.E. 
Box 359472 
Seattle, WA 98195-9472 osp@uw.edu 
For the Port of Seattle:
Jon Sloan
Port of Seattle 
2711 Alaska Way 
Seattle, WA 98122
11. 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.
12. Applicable Law: This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington.
13. Jurisdiction and Venue: The King County Superior Court in Seattle, Washington shall have
exclusive jurisdiction and venue over any legal action arising under this Agreement.
14. 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.
15. 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.
16. Entire Agreement : This Agreement and the Exhibits attached hereto, and by this reference
incorporated herein, set forth the entire Agreement of the UW and the Port, and there are no
other agreements or understandings, oral or written, between the UW and the Port
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concerning this Agreement.
17. 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.
18. 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 UW, their officers or elected officials, or any person.
19. Counterparts: The Parties may execute this Agreement in counterparts, which, taken
together, constitute the entire Agreement.

EXECUTED BY THE UNDERSIGNED PARTIES effective as of the date last below written and posted
pursuant to Chapter 39.34 RCW:
Port of Seattle:                                    University of Washington:

___________________________________ _______________________________________________________________________ ________ ___________________
Signature                                       Signaturei    t
___________________________________ __________________________________&DURO 5KRGHV
Printed Name                                 Printed Name
___________________________________ __________________________________'LUHFWRU 2IILFH RI 6SRQVRUHG 3URJUDPV
Title                                                        Title
___________________________________ __________________________________ 
Date                                       Date

Approved as to Form                            Approved as to Form

____________________________ ____________________________1 $
Attorney for Port of Seattle                          UW Attorney

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