Item No. 10b  attach 1 
Meeting Date: August 10, 2021 

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 Fellowship 
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; and 
WHEREAS, the Port applied for and was accepted to host one (1) Hershman Fellow ("Fellow") 
for the period of one year (2021-22) and the purpose of this Agreement is to set out each 
Party's obligations with respect to the Port's hosting of the Fellow. 
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 $19,987.50 in a one-time lump-sum payment to UW upon execution of 
this contract, and the remaining $19,987.50 at the completion of the fellowship 
term; 
b)  Provide full-time, 40-hours per week engagement for the Fellow for one year on projects
and initiatives within the Maritime Environment & Sustainability Department within the 
following focus areas, which may be adjusted based on Port need and/or the Fellow's
interest: 
(1)    Participate in design, construction and monitoring of mitigation bank projects in the
Green-Duwamish River Watershed and associated nearshore areas, including
coordination with project sponsor, project managers, designers, and other project team
members; 
(2)    Work with port staff, consultants and stakeholders to develop a business plan that will
provide visibility to the port's mitigation bank by establishing goals and objectives for
mitigation credit sales and marketing as well as identifying potential customers of
mitigation bank credits; 
(3)    Support innovation in the port's habitat mitigation banking program by participating in the
floating wetland islands project with port staff, UW faculty, UW students, EarthCorps, and
project stakeholders. 

c)   Provide access to office space, equipment, training, and other items needed to perform 
assigned work; 
d)  Provide supervision and evaluation of the Fellow consistent with the HR policies of 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 Fellow for consultation on fellowship progress when 
needed. 
c)  Refund the Port a pro-rated portion of the $39,975 payment if Fellow chooses to 
terminate their employment with the UW prior to completion of the one-year period. 
3.  Budget. The UW will provide one fellow at a rate of $39,975 for the year. Funding will be 
provided by the Port in two installments. 
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 9/16/2021 and end on 
9/30/2022, sufficient to allow one full year of participation by the Hershman Fellow 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 98121 
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 
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 ________________________                   Signature ________________________ 

Printed Name _____________________                  Printed Name _____________________ 

Title _____________________________                  Title _____________________________ 

Date _____________________________                 Date ____________________________ 


Approved as to form                                        Approved as to form 

__________________________________                ________________________________ 
Attorney for the Port of Seattle                                  Attorney for University of Washington