Duwamish Basin Stewardship – ILA 2022-2027 Page 1

INTERLOCAL AGREEMENT

For Duwamish Basin Stewardship

PREAMBLE

THIS AGREEMENT ("Agreement") is entered into pursuant to Chapter 39.34 Revised

Code of Washington (“RCW”) by King County, The City of Seattle represented by Seattle Public

Utilities Department, the City of Tukwila, and the Port of Seattle (individually a “Party” and

collectively the “Parties”);

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, Puget Sound Chinook salmon and bull trout were listed as threatened under

the Endangered Species Act (“ESA”) in 1999, the steelhead trout were listed as threatened under

ESA in 2007, and the Southern Resident Orca were listed as endangered in 2005;

WHEREAS, the Parties recognize and respect the present-day and historical importance

of the watershed and its resources to tribal culture, economy and customs;

WHEREAS, the Parties recognize and value the present-day and historical connection of

its cities and unincorporated communities to the rivers, lakes and other natural resources of the

watersheds;

WHEREAS, the Parties are committed to ensuring that community interests, particularly

those of the underserved communities, within the Duwamish Service Area are represented in

conservation and habitat restoration actions;

WHEREAS, the Parties recognize the need to support economic vitality and environmental

stewardship within and around the Duwamish valley industrial complex;

WHEREAS, the Parties recognize their participation in the Green-Duwamish Watershed

Ecosystem Forum (“WRIA 9 Forum”) and efforts to implement the Green-Duwamish & Central

Puget Sound Salmon Recovery Plan (“WRIA 9 Plan”) and the applicable portions near Skyway of

the Lake Washington/Cedar/Sammamish Watershed Chinook Salmon Conservation Plan (“WRIA

8 Plan”) demonstrates a commitment to work proactively and cooperatively to address the ESA

listings;

WHEREAS, the Parties share interests in and responsibility for addressing long-term

watershed planning and conservation for the Duwamish Sub-watershed and within the

unincorporated King County areas of North Highline and Skyway (jointly, the “Duwamish Service

Area”) for the purposes of implementing the WRIA 9 Plan and the applicable portions near Skyway

of WRIA 8 Plan;

Item no. 10b_attach

Meeting date: May 24, 2022

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WHEREAS, the Parties recognize their participation in the efforts to implement the WRIA

8 and 9 Plans demonstrates a commitment to work proactively and cooperatively to address the

ESA listings;

WHEREAS, the Parties recognize achieving salmon recovery and watershed health goals

requires a commitment to, and acceleration of, the collaborative implementation of salmon and

watershed conservation actions;

WHEREAS, the Parties recognize the value of stewardship or watershed stewards and

have a shared goal to bring stewardship capacity to the Duwamish Service Area focused on land

conservation and habitat restoration, community engagement and partner coordination, as well as

improved environmental sustainability of the Duwamish Valley industrial complex along the river’s

shorelines;

WHEREAS, the Parties have an interest in developing and implementing Chinook salmon

habitat restoration projects, conserving open space, and working with community organizations

and private businesses to promote creative solutions for stormwater management, floodplain

restoration, riparian restoration, climate adaptation, and other similar environmental activities in the

Duwamish Service Area;

WHEREAS, in addition to the salmon plans, numerous other studies and planning efforts

serve to inform stewardship in the Duwamish Service Area, including, but not limited to, the

Duwamish Blueprint, WRIA 9; Re-Green the Green Revegetation Strategy, WRIA 9; Duwamish

Valley Action Plan, City of Seattle; Lower Duwamish Waterway Group efforts; Lower Duwamish

River Habitat Restoration Plan, Port of Seattle; Lower Duwamish River NRDA Restoration Plan,

NOAA; Our Green/Duwamish Implementation Plan; RainWise and stormwater retrofit efforts, King

County and City of Seattle; North Highline (White Center) Subarea Plan, King County Local

Services; King County Land Conservation Initiative, Strategic Climate Action Plan, and the Clean

Water and Healthy Habitat Strategic Plan;

WHEREAS, the Parties support implementation of the Puget Sound Partnership Action

Agenda to restore the health of the Puget Sound as it relates to salmon recovery and watershed

health;

WHEREAS, the Port has a 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, and also has a mitigation bank focused

on habitat restoration sites within King County; and

WHEREAS, the Parties agree that a dedicated position for a Duwamish Basin Steward will

support collaboration and advance restoration efforts with communities in the Duwamish Service

Area.

NOW, THEREFORE, in exchange for the consideration described in this Agreement, the

Parties hereto do mutually covenant and agree as follows:

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MUTUAL CONVENANTS AND AGREEMENTS

1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the

meaning provided for below:

1.1 DUWAMISH BASIN MANAGEMENT TEAM ("DBMT”): The DBMT, created

herein, is the guiding body responsible for directing, coordinating, and adapting

stewardship actions in the Duwamish Service Area and is comprised of

designated representatives of eligible governments who have authorized the

execution of and become Parties to this Agreement.

1.2 DUWAMISH SERVICE AREA: The Duwamish Service Area is depicted in

Exhibit C, attached herein and incorporated by reference. The Duwamish Service

Area comprises of the Duwamish Sub-watershed, as defined in the WRIA 9 Plan,

as well as the two unincorporated urban areas that overlap in part with the

Duwamish Sub-watershed. To the west, the Duwamish Service Area includes the

North Highline unincorporated area located between Seattle and Burien, including

Glendale. To the east, the Duwamish Service Area includes the Skyway

unincorporated area bounded by Seattle, Tukwila, and Renton, and extending to

Lake Washington to include Bryn Mawr,

2. PURPOSES. The purposes of this Agreement include the following:

2.1 This Agreement between King County and the other Parties to this Agreement

states the terms under which King County, through its Water and Land Resources

Division, will provide Basin Stewardship services in the Duwamish Service Area.

The services to be provided are described in Exhibit A, attached to this Agreement

and incorporated herein and made a part hereof.

2.2 To provide a mechanism for securing technical assistance and funding from

federal and state agencies and other sources.

It is not the purpose or intent of this Agreement to create, supplant, preempt or

supersede the authority or role of any jurisdiction, governmental entity or natural resource

policy body.

3. EFFECTIVE DATE AND TERM. This Agreement shall become effective once it has been

authorized by the governing bodies of all Parties and each Party has executed this

Agreement. Once effective, this Agreement shall remain in effect until December 31, 2026;

provided, however, that this Agreement may be extended as the DBMT representatives of

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all Parties may agree to in writing, with such extension being effective upon its execution

by each of the Parties. Such extension shall bind only those Parties executing the

extension.

4. DUWAMISH STEWARDSHIP MANAGEMENT

The Parties to this Agreement hereby establish a DBMT to manage the Duwamish Basin

Stewardship program (“Duwamish Program”) for carrying out the purposes of this

Agreement.

4.1 Each Party to this Agreement shall appoint one (1) representative to serve on the

DBMT. DBMT representatives should be authorized to make prudent stewardship

and programmatic decisions on behalf of the Parties.

4.2 The DBMT will meet at least four times per calendar year, and more frequently if

the DBMT determines it necessary, to review Duwamish Program workplan

progress, as well as partnerships that would benefit the Program, including

potential funding. Each year, prior to October 1, the DBMT shall develop a draft

work program and budget for consideration by the DBMT for the following calendar

year.

4.3 King County will perform day-to-day project management and direction and

communicate with other DBMT participants as needed to conduct Duwamish

Program activities.

4.4 King County will schedule, facilitate, and provide summaries of all DBMT meetings

to each Party during implementation of the Duwamish Program.

4.5 The DBMT will strive to make decisions unanimously, considering input from

subject matter experts when mutually agreed upon. Each participant agrees to use

its best efforts and exercise good faith in consensus decision-making. If unanimity

cannot be reached, decisions will be made by majority constituted by no less than

seventy-five (75) percent of the voting participants in the DBMT. Each Party to this

Agreement shall have one vote in those circumstances.

4.6 If any dispute arises between the Parties related to program decisions, the Parties

agree to seek to resolve the dispute informally through a meeting between a

designee of the respective Parties before taking any action including, but not

limited to, termination of this Agreement.

4.7 King County, on behalf of the DBMT, may contract with consultants, community

partner organizations, or any other entities for any lawful purpose related hereto.

4.8 The DBMT shall adopt rules and procedures that are consistent with its purposes

as stated herein and are necessary for its operation.

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5. OBLIGATIONS OF PARTIES; BUDGET; RULES.

5.1 Each Party shall be responsible for meeting only its individual obligations

hereunder and as established in the annual budget adopted by the DBMT under

this Agreement, including all such obligations related to the DBMT funding,

technical support, and participation in related planning, and activities as set forth

herein. It is anticipated that separate actions by the legislative bodies of the Parties

will be necessary from time to time in order to carry out these obligations.

5.2 The DBMT shall, by October 1 of each year, establish an annual budget that

provides for the level of funding and total resource obligations of the Parties for the

following calendar year. Such obligations are to be allocated on a proportional

basis in accordance with the initial allocation formula for 2022 set forth in Exhibit

B. The Exhibit B data shall be updated by King County every year, with automatic

adjustments for inflation, based on the Consumer Price Index for Urban Wage

Earners and Clerical Workers (CPI-W). If an additional government becomes party

to this Agreement, the additional government's initial cost share shall be

determined jointly by the Parties and will be included in Exhibit B. Parties to this

Agreement may elect to secure grant funding to meet their individual obligations.

5.3 By November 1 of each year, the Parties shall provide a status update on their

continued participation in this Agreement for the following year.

5.4 The DBMT will work collaboratively to identify and secure additional, regular

funding for the Duwamish Basin Steward position, as described in Section 5.4.2

below, and the Duwamish Program, and set priorities for which entity(ies) pursue

which grants for what purpose. The allocation of these funds to support the position

and/or the work program shall be determined by the DBMT, subject to any

conditions attached to such funding. Parties to this Agreement may also elect to

secure grant funding to meet their individual obligations.

5.5 King County shall:

5.5.1 provide services as described in Exhibit A;

5.5.2 Hire and maintain a full-time Duwamish Basin Steward to lead delivery of

services described in Exhibit A and assist the DBMT;

5.5.3 work with representatives of the other Parties to coordinate provision of

services, as described in Exhibit A;

5.5.4 designate one representative to serve on the DBMT and participate in

DBMT meetings to carry out DBMT responsibilities in Section 4;

5.5.5 maintain the budget established by the DBMT consistent with RCW 39.34;

and

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5.5.6 pay a portion of the costs associated with its delivery of services on a

proportional basis, as described in Exhibit B.

5.6 Each other Party to this Agreement shall:

5.6.1 work with King County staff to coordinate provision of services, as

described in Exhibit A and as otherwise needed;

5.6.2 designate one representative to serve on the DBMT and participate in

DBMT meetings to carry out DBMT responsibilities in Section 4; and

5.6.3 pay for services as described below and in Exhibit B.

5.7 The DBMT shall oversee the expenditure of budgeted funds and allocate the

utilization of resources contributed by each Party or obtained from other sources

in accordance with the approved annual work program.

5.8 Funds collected from the Parties or other sources on behalf of the DBMT shall be

maintained in a special fund by King County as ex officio treasurer on behalf of the

DBMT, pursuant to rules and procedures established and agreed to by the DBMT

and King County. Such rules and procedures shall set out billing practices and

collection procedures and any other procedures as may be necessary to provide

for its efficient administration and operation.

5.9 Costs and Billing

5.9.1 Parties agree to pay the costs as set out in Exhibit B within sixty (60) days

of receipt of invoice.

5.9.2 King County will bill the Parties for their shares of service costs for the

current calendar year on an annual basis by no later than September 1st.

5.10 Parties may inspect and shall provide access to all relevant records that are

maintained by the Parties and/or DBMT in connection with this Agreement.

6. LATECOMERS. Governments located in King County, lying wholly or partially within the

Duwamish Service Area, which have not become a Party to this Agreement within twelve

(12) months of the effective date of this Agreement may become a Party by obtaining

written consent of all participants of the DBMT. The participants of the DBMT and any

governments seeking to become a Party shall jointly determine the terms and conditions

under which the government may become a Party, which shall include payment by such

government to King County, of the amount of moneys constituting the government’s fair

and proportionate share of all prospective costs as determined by the Parties and set out

in Exhibit B. Any government that becomes a Party pursuant to this section shall thereby

assume the same general rights and responsibilities as all other Parties to this Agreement,

including participation in the DBMT as described in Section 5.

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7. Notice

Any notice required to be given under this Agreement will be directed to the Party at the

address below. Notice will be considered effective upon receipt or twenty-four hours after

mailing, whichever is earlier.

King County:

The City of Seattle:

Department of Natural Resources and Parks

Water and Land Resources Division

201 S. Jackson St., Suite 600

Seattle, WA 98104

Attn: ________________

Email:

Attn: ________________

Email:

City of Tukwila:

Port of Seattle:

Attn: ________________

Email:

Attn: Kathleen Hurley

Email: Hurley.K@portseattle.org

8. TERMINATION. Termination can only occur on an annual basis, beginning on January 1

of each calendar year, and then only if the terminating Party, through action of its governing

body, provides written notice of its intent to terminate at least forty-five (45) days prior to

January 1. The terminating Party shall remain fully responsible for meeting all of its

obligations, under this Agreement, through the end of the calendar year in which such

notice is given, together with any other costs that may have been incurred on behalf of

such terminating Party up to the effective date of such termination. The Parties choosing

not to exercise the right of termination shall each remain obligated to meet their respective

share of the obligations of the DBMT as reflected in Exhibit B.

This Agreement may be terminated in its entirety at any time by the written agreement of

all Parties.

9. HOLD HARMLESS AND INDEMNIFICATION. To the extent permitted by state and

federal law, and for the limited purposes set forth in this Agreement, each Party shall

protect, defend, hold harmless and indemnify the other Parties, their officers, elected

officials, agents and employees, while acting within the scope of their employment as such,

from and against any and all claims (including demands, suits, penalties, liabilities,

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damages, costs, expenses, or losses of any kind or nature whatsoever) arising out of or in

any way resulting from such Party's own negligent acts or omissions related to such Party's

participation and obligations under this Agreement. Each Party to this Agreement agrees

that its obligations under this subsection 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 only,

each Party, by mutual negotiation, hereby waives, with respect to the other Parties only,

any immunity that would otherwise be available against such claims under the industrial

insurance act provisions of Title 51 RCW. In the event that any Party incurs any judgment,

award, and/or cost arising therefrom, including attorneys’ fees, to enforce the provisions of

this Section, all such fees, expenses, and costs shall be recoverable from the responsible

Party to the extent of that Party’s culpability. The provisions of this Section shall survive

and continue to be applicable to Parties exercising the right of termination pursuant to

Section 8.

10. NO ASSUMPTION OF LIABILITY. In no event do the Parties to this Agreement intend to

assume any responsibility, risk, or liability of any other Party to this Agreement or otherwise

with regard to any Party’s duties, responsibilities, or liabilities under the ESA, or any other

act, statute, regulation, or ordinance of any local municipality or government, the State of

Washington, or the United States.

11. VOLUNTARY AGREEMENT. This Agreement is voluntary and is acknowledged and

agreed that no Party is committing to adopt or implement any actions or recommendations

that may be contained in the WRIA 8 and 9 Plans or other plans that inform stewardship in

the Duwamish Service Area.

12. NO PRECLUSION OF ACTIVITIES OR PROJECTS. Nothing herein shall preclude any

one or more of the Parties from choosing or agreeing to fund or implement any work,

activities or projects associated with any of the purposes hereunder by separate agreement

or action, provided that any such decision or agreement shall not impose any funding,

participation, or other obligation of any kind on any Party to this Agreement which is not a

party to such decision or agreement.

13. NO THIRD PARTY RIGHTS. Nothing contained in this Agreement is intended to, nor shall

it be construed to, create any rights in any third party, including without limitation the WRIA

8 Salmon Recovery Council or WRIA 9 Watershed Ecosystem Forum, National Oceanic

and Atmospheric Administration - Fisheries, United States Fish and Wildlife Service, any

agency or department of the United States, or, the State of Washington, or to form the

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basis for any liability on the part of the DBMT or any of the Parties, or their officers, elected

officials, agents and employees, to any third party.

14. AMENDMENTS. This Agreement may be amended, altered or clarified only by the

unanimous, written consent of the Parties to this Agreement, and requires authorization

and approval by each Party’s governing body.

15. COUNTERPARTS. This Agreement may be executed in counterparts.

16. APPROVAL BY PARTIES' GOVERNING BODIES. This Agreement has been authorized

and approved for execution by each Party's governing body.

17. ENTIRE AGREEMENT. This Agreement contains the entire Agreement among the

Parties, and supersedes all prior negotiations, representations, and agreements, oral or

otherwise, regarding the specific terms of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates

indicated below:

THE CITY OF SEATTLE: PORT OF SEATTLE

By: ____________________ By: ______________________

Title: ____________________ Title: ______________________

Date: ____________________ Date: ______________________

KING COUNTY CITY OF TUKWILA

By: ____________________ By: ______________________

Title: ____________________ Title: ______________________

Date: ____________________ Date: ______________________