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

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:

Item No. 6j – attach 1

Meeting Date: August 11, 2020

TERMS AND CONDITIONS

Port of Seattle:

The Port of Seattle shall:

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;

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.

Provide access to office space, equipment, training, and other items needed to perform

assigned work;

Provide supervision and evaluation of the Fellows consistent with the HR policies of the Port

and the Port’s Code of Conduct.

University of Washington:

The UW shall:

Hire and administer fellowship stipend payments and manage and distribute professional

development funds.

Be available to the Port and the fellows for consultation on fellowship progress when

needed.

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.

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

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 Intellectual Property.

"Background IP" means all intellectual

propert

y that: (i) was owned or developed by a Party prior to the executio

n of this

Agreement; or (ii) was independe

ntly developed by a Party without contributi

on,

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.

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 t

his Agreement and applicable law, to make, have made, use, offe

r to sell,

ell, import, publicly display and publicly perform Joint IP and freely exercise, transf

er,

assign, license,

encumber, and enforce all of its rights in the Joint IP wit

hout the

consent, joinder, or part

icipation of, or payment or accounting, to t

he other Party. By

mutual

agreement, the Parties shall identify which Party shall file patent applicati

ons,

trademark appli

cations, or any other intellectual property filing for any Joint IP.

Additional Services:

The Parties can negotiate additional and non-standard services.

These services

must be agreed to in writing prior to implementation.

Termination of Agreement:

Either Party may terminate this Agreement upon thirty days

written notice to the other Party.

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 pr

ovisions.

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 ti

mely 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 sha

ll continue to perform and make any required payments under

this

Agreement in t

he same manner and under the same terms as existed prior to the dispute.

Term of Agreement:

The term of this Agreement shall begin on 9/16/20 and end on Oct.

1, 2021, suff

icient to allow one full year of participation by the Hershman Fell

ows at the

Por

t of Seattle.

Indemnification:

To the maximum extent allowed by law, the Parties shall protect, defend,

indemnify, a

nd save harmless each other, their officers, officials, empl

oyees, and agents,

while acting within the scope of their employment, from any and all costs, claims, judgments,

penalti

es, 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 term

of this Agreement. E

ach Party agrees that its obligations under this provision extend to

any

claim, demand, and/or cause of acti

on 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 avail

able against such claims

under the I

ndustrial Insurance provisions of Title 51 Revised Code of Washington (R

CW). In

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 i

n 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 Pa

rties, in

writi

ng and executed with the same formalities as the original Agreement.

12.

Applicable Law:

This Agreement shall be governed by and construed in accordance with

e laws of the State of Washington.

13.

Jurisdiction and Venue:

The King County Superior Court in Seattle, Washington shall have

exclusive j

urisdiction 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

unenforceab

le to any extent, the remainder of the Agreement shall not be affected th

ereby

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 subs

equent default. Waiver of breach of any provision of this Agreement shall not

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

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 Port of Seattle UW Attorney

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