Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
DNR Agreement # 93-100877 
Item No. 8g  attach 1 
Meeting Date: February 9, 2021 

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 which includes a 
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 the Puget Sound area; 
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
marine carbon sequestration, habitat restoration and water quality improvement potential
associated with these enhancements; 
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 thus 
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 would like the Port 
to conduct a three-year monitoring study related to carbon sequestration, shellfish 
growth/survival, eelgrass productivity and water quality ("Monitoring Project"); 
WHEREAS, the Parties would like to enter into a three-year agreement to support water quality 
assessment and biological assessment with DNR's Aquatic Assessment and Monitoring Team 
undertaking key elements of the 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 
DNR Agreement # 93-100877 

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 Monitoring 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 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 community-based science 
initiative as outlined below.
II.       RESPONSIBILITIES OF THE DEPARTMENT OF NATURAL RESOURCES 
1.  DNR shall dedicate 50% staff time 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 ANEMONE array, which 
means there will be 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 communities identified by the Port 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 communities identified by the Port; 
7.  DNR shall generate a final report due three years from execution of this agreement, prior 
to this Agreement's expiration date, summarizing the water quality and biological data 
findings. 
III.      RESPONSIBILITIES OF THE PORT 
1.  The Port of Seattle will provide a not-to-exceed total of $163,500 in funding to DNR to 
support a Natural Resource Scientist II position to conduct the tasks described in Section II.
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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
DNR Agreement # 93-100877 
The DNR will invoice the Port for these funds to be paid in quarterly disbursements upon 
completion of work identified in the invoice 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 temporary use of Port equipment for purposes of 
carrying out the Monitoring Project under this Agreement, including: 
a.  Access to the Terminal 91 boathouse for storage of DNR's sampling equipment and 
gear; 
b.  Ability to travel by means of the Port's boat which must be captained by Port staff 
c.   All file materials and data which may be germane to the Monitoring Project. 
3.  The Port will cooperate with DNR to identify communities participating in communitybased
science initiatives. 

IV.      BUDGET 
The total budget for this Agreement is $163,500, which funding will be used to support the tasks
described in Sections II and III above. DNR and the Port may obtain additional funding as needed
to support their own activities in connection with the Monitoring Project, that funding will not be
included in the total under this Agreement unless agreed to in writing. DNR will manage the
budget for the project and will provide quarterly updates to the Port. 
The Parties designate the following representatives for coordinating administrative tasks (such as
budget and invoicing) and transmittal of deliverables and any notices required by this Agreement: 
DNR: 
Department of Natural Resources 
c/o Cinde Donoghue  (Cinde.Donoghue@dnr.wa.gov) 
Aquatic Assessment and Monitoring Team 
1111 Washington St SE 
Olympia, WA 98504 
Port:   Kathleen Hurley (Hurley.K@portseattle.org) 
Maritime Environment and Sustainability 
2711 Alaskan Way 
Seattle, WA 98121 
Any updates to the identity of the designated representative will be provided in writing to the
individual identified above. 

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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
DNR Agreement # 93-100877 
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 two 
Parties, whichever event occurs last, for a term of three years from the date of final signature.
VII.     DISPUTE RESOLUTION 
Any disputes 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 
Manager for DNR shall meet to discuss and attempt to resolve the dispute in a timely manner. If 
the DNR's representative and the Port's 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 
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 acts or omissions of the DNR, 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). This
indemnification shall survive the termination of this 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 
DNR Agreement # 93-100877 
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 two 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 two 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                           2711 Alaskan Way 
Olympia, WA 98504                            Seattle, WA 98121 
XI.     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. 
XII.     RIGHTS AND REMEDIESThe 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. 




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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
DNR Agreement # 93-100877 
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 DNR 
shall promptly transmit a final invoice for work not previously invoiced and the Port's payment 
shall be due to the DNR 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 Thurston 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. 
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. 

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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
DNR Agreement # 93-100877 
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 

Katrina Lassiter ________________________       ___________________________________ 
Printed Name                                    Printed Name 

Acting Aquatics Deputy Supervisor _________       ___________________________________ 
Title                                                          Title 

_____________________________________      ___________________________________ 
Date                                                 Date 







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Interlocal Agreement between the Port of Seattle and Washington State Department of Natural Resources  Smith Cove Blue Carbon Pilot Project 
DNR Agreement # 93-100877 

APPENDIX A 

















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