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AG 06-149 DATE IN: DATE OUT: TO: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. ORIGINATING DEPT.lDIV: 0 vV ( ~ Yl/) ORIGINATING STAFF PERSO~ ~~ ~ TYPE OF DqCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT . o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT EXT: ~ pO. 3. DATE REQ. BY: ~/'3>{ () (, 2. 4. o SECURITY DOCUMENT (E.G. AGREEMENT & PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MA TERlALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT (E.G., RFB, RFP, RFQ) o CONTRACT AMENDMENT o CDBG ~HER '1:2. L ~ AG#: {1'n -jtfCf 5. PROJECT NAME: W'\L~~ s. , =-'-2' L- ~ 6. NAME OF CONTRACTOR: ADDRESS: TELEPHONE SIGNATURE NAME: TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES 0 SCOPE OF SERVICES 0 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY COljJRACT SIGNATURE ROUTING rlAW DEPARTMENT ~TYMANAGER ~rrYCLERK ~GN COpy BACK TO ORGINATING DEPT. o ASSIGNED AG# a ~/Y'f o PURCHASING: PLEASE CHARGE TO: INITIAL/DATE APPROVED C':-R A.!V ~ loc,. IQ/1fo6 ]1:)f "-'.3). lP Y\..t.tM Qj) UY\!A \ ~DP INITIAL/DATE APPROVED P<J f> \ 2- ;}~jOb ~~~VOb INITIAL/DATE APPROVED 10. CONTRACT REVIEW ~ROJECTMANAGER o DIRECTOR o RISK MANAGEMENT ~W /- 11. INITIAL/DATE APPROVED 07/05 wI {{ cun.L;L 6u'-L ..r; u>o INTERLOCAL AGREEMENT For the Green River, Duwamish River, and Central Puget Sound Watersheds within the geographic planning area of Water Resource Inventory Area 9 (which includes portions of Water Resource Inventory Areas 8,10, and 15) PREAMBLE THIS AGREEMENT ("Agreement") is entered into pursuant to Chapter 39.34 RCW by and among the eligible county and city governments signing this Agreement that are located in King County or Pierce County, lying wholly or partially within or having a major interest in the Green River, Duwamish River, and Central Puget Sound Watersheds and within the planning and management area of Watershed Resource Inventory Area 9 ,which includes portions of WRIA 8, 10, and 15, ('WRIA 9") all political subdivisions of the State of Washington ( individually, for those signing this agreement, "Party", and collectively "Parties"); WHEREAS, the planning and management area of WRIA 9 includes all of the area recognized by the State of Washington as WRIA 9 and portions of WRIA 8, 10, and 15; WHEREAS, the Parties share interests in and responsibility for addressing long-term watershed planning and conservation of the aquatic ecosystems of the Green River, Duwamish .River, and Central Puget Sound Watersheds and wish to collectively provide for planning, funding and implementation of various activities and projects therein; and WHEREAS, the Parties have participated in an Interlocal Agreement for the years 2001- 2005 to develop "Making Our Watershed Fit for a King" ("Salmon Habitat Plan"), contributed to the Puget Sound Salmon Recovery Plan, and desire to continue providing efficient participation in the implementation of such plans; and WHEREAS, the Parties have demonstrated in the Salmon Habitat Plan that watershed ecosystem services are worth billions of dollars of value to local people in terms of stormwater management, pollution treatment, recreational value, and other expensive and difficult to replace services; and WHEREAS, the Parties seek information on watershed conditions and salmon conservation and recovery needs to inform local decision'-making bodies regarding actions in response to listings under the Endangered Species Act ("ESA"); and WHEREAS, the Parties have prioritized and contributed resources and funds for implementing projects and programs to protect and restore habitat; and WHEREAS, the Parties wish to monitor and evaluate implementation of the Salmon Habitat Plan through adaptive management; and WHEREAS, the Parties wish to continue to use adaptive management for identifying, coordinating and implementing basin plans and water quality, flood hazard reduction, water quantity, and habitat projects in the watersheds; and WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 1 WHEREAS, the Parties have a strong interest in participating on the Puget Sound Salmon Recovery Council because of the contributions of the Green River. Duwamish River. and Central Puget Sound Watersheds to the overall health of Puget Sound; and WHEREAS, the Parties have a strong interest in participating on the Lead Entity Advisory Group and other groups associated with the Salmon Recovery Funding Board to collectively seek funding to implement the Salmon Habitat Plan; and WHEREAS, the Parties have a strong interest in participating on the puget Sound Partnership to develop recommendations to restore the Puget Sound to ~ealth and sustain that health by 2020; and WHEREAS, the Parties recognize that identification of watershed issues, and implementation of salmon conservation and recovery actions may be carried out more efficiently if done cooperatively than if carried out separately and independently; an~ WHEREAS, individual Parties are taking separate and independent actions to Improve the health of the Green River, Duwamish River, and the Central Puget Sound Watersheds and the overall health of Puget Sound; NOW, THEREFORE, the Parties hereto do mutually covenant and agree as follows: MUTUAL CONVENANTS AND AGREEMENTS 1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meaning provided for below: 1.1 ELIGIBLE COUNTY AND CITY GOVERNMENTS: The local governments eligible for participation in this Agreement as parties are King County, and the Cities of Algona, Auburn, Black Diamond, Burien. Covington, Des Moines, Enumclaw, Federal Way, Kent, Maple Valley, Normandy Park, Renton, SeaTac, Seattle, Tacoma, Tukwila, and any newly incorporated city that lies fully or partially within the boundaries of WRIA 9. 1.2 WRIA 9 WATERSHED FORUM: The WRIA 9 Watershed Forum created herein is the governing body responsible for implementing this Agreement. The WRIA 9 Watershed Forum is comprised of designated representatives of eligible governments who have authorized the execution of and become Parties to this Agreement. 1.3 WRIA 9 STEERING COMMITTEE: The WRIA 9 Steering Committee referred to herein is the cooperative body comprised of a balance of stakeholder representatives and any other persons who are deemed by the Parties to this Agreement t<? be appropriate members for the implementation of the Salmon Habitat Plan. .1.4 GREEN/DUWAMISH AND CENTRAL PUGET SOUND WATERSHED WATER RESOURCE INVENTORY AREA 9 SALMON HABITAT PLAN: The Green/Duwamish and Central Puget Sound Watershed Water Resource Inventory Area 9 Salmon Habitat Plan is the plan developed by the WRIA 9 Steering'Committee and ratified by all of the parties to an interlocal agreement for its development. The Salmon Habitat WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 2 Plan recommends actions that should be taken from 2006 through 2015 (ten years) to protect and restore salmon habitat, using an ecosystem approach, in the Green/Duwamish and Central Puget Sound Watersheds. This Salmon Habitat Plan may be amended from time to time according to the procedure in Section 6 herein and approved amendments shall be considered integral parts of the Salmon Habitat Plan. Efforts under the Salmon Habitat Plan are intended to complement habitat improvements in other parts of Puget Sound and hatchery and harvest actions to recover Puget Sound Chinook salmon and bull trout. The Salmon Habitat Plan constitutes a chapter of the Puget Sound Salmon Recovery Plan. 1.5 MANAGEMENT COMMITTEE: Management Committee as referred to herein consists of, seven (7) elected officials or their designees. The seven elected officials of the Management Committee are chosen by the WRIA 9 Watershed Forum, according to the voting procedures in Section 5 herein, charged with certain oversight and administrative duties on the WRIA 9 Watershed Forum's behalf. 1.6 SERVICE PROVIDER: Service Provider, as used herein, means that agency, government, consultant, or other entity which supplies staffing or other resources to and for the WRIA 9 Watershed Forum, in exchange for payment. The Service Provider may be a Party to this Agreement. 1.7 FISCAL AGENT: The Fiscal Agent refers to that agency or government who performs all accounting services for the WRIA 9 Watershed Forum, as it may require, in accordance with the requirements of Chapter 39.34 RCW. 1.8 STAKEHOLDERS: Stakeholders refers to those public and private entities within WRIA 9 who reflect the.diverse interests integral to implementing the Salmon Habitat Plan, which may include but is not limited to environmental and business interests. 2. PURPOSES. The purposes of this Agreement include the following: 2.1 To provide a mechanism to protect and restore the ecological health of the Green/Duwamish Rivers and Central Puget Sound Watersheds. 2.2 To provide a mechanism, through an annually agreed upon work plan, for implementing and coordinating local efforts to address issues with watershed-wide or basin implications, including but not limited to flood hazard reduction, surface and groundwater quality, water quantity, and habitat. 2.3 To provide a mechanism and governance and funding structures for jointly implementing the Salmon Habitat Plan. 2.4 To develop and take actions on key issues during the implementation of the Salmon Habitat Plan. 2.5 To provide a mechanism for cooperative review and implementation of recommended policies and regulations needed for response to listings under the Endangered Species Act. WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 3 2.6 To provide a venue for the ongoing participation of citizens and other stakeholders in salmon recovery and other watershed efforts and to ensure continued public outreach efforts to educate and garner support for current and future watershed and Endangered Species Act listed species response efforts by local governments and in accordance with the Salmon Habitat Plan. 2.7 To provide a mechanism for securing technical assistance and any available funding from federal, state, and other sources to implement the Salmon Habitat Plan. 2.8 To provide a mechanism for implementing other habitat, surface and groundwater quality, water quantity and flood hazard reduction projects with other local, regional, tribal, state, federal and non-profit funds as may be contributed to or secured by the WRIA 9 Watershed Forum. 2.9 To annually recommend projects for grant funding by the King Conservation District through the King Conservation District's Forum grant program distribution. 2.10 To annually recommend projects for implementation of planning, engineering, permitting and construction tasks for the Green/Duwamish Ecosystem Restoration Projects in partnership with the U.S. Army Corps of Engineers. 2.11 To provide a framework for cooperating and coordinating among the Parties on issues relating to WRIA 9 to meet the requirement of a commitment by any Party to participate in WRIA 9 planning and implementation, to prepare or implement a basin plan, or to respond to any state or federal law which may require these actions as a condition of any funding, permitting or other program of state or federal agencies. Participation is at the discretion of such Party to this Agreement. 2."'12 To provide a mechanism to approve and support, through resources, funding from grant sources or other means, implementation of restoration and protection projects and programs. 2.13 To provide a mechanism for on-going monitoring and evaluation of the Salmon Habitat Plan implementation through adaptive management as defined in the Plan. 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 water quality policy bodies including the Regional Water Quality Committee. 3. EFFECTIVE DATE AND TERM. This Aqreement shall become effective upon its execution by at least five (5) of the eliqible local Qovernments within WRIA 9 representinq at least seventy percent (70%) of the affected population within the QeoQraphic area of WRIA9. as authorized by the leqislative body of each local Qovernment, and further provided that after such siQnatures this AQreement has been filed by Kinq County in accordance with the terms of RCW 39.34.040 and .200. Once effective, this Agreement shall remain in effect for an initial term of nine (9) years; provided, however, that this Agreement may be extended for such additional terms as the Parties may agree to in writing with such extension being effective upon its execution by at least five (5) WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 4 of the eligible local governments within WRIA 9 representing at least seventy percent (70%) of the affected population within the geographic area of WRIA 9, as .authorized by the legislative body of each local government, and further provided that after such signatures this Agreement has been filed by King County in accordance with the terms of RCW 39.34.040 and .200. Such extension shall bind only those Parties executing the extension. 4. ORGANIZATION AND MEMBERSHIP OF THE WRIA 9 WATERSHED FORUM. The Parties to this Agreement hereby establish a WRIA 9 Watershed Forum to serve as the formal governance structure for carrying out the purposes of this Agreement. The WRIA 9 Watershed Forum is a voluntary association of the county and city governments located wholly or partially within the management area of or having a major interest in WRIA 9 who choose to be Parties to this Agreement. 4.1 Each Party to this Agreement shall appoint one (1) elected official to serve as its primary represehtative, and one (1) alternate representative to serve on the WRIA 9 Watershed Forum. The alternate representative may be a different elected official or senior staff person. 4.2 Upon the effective execution of this Agreement and the appointment of representatives to the WRIA 9 Watershed Forum, the WRIA 9 Watershed Forum shall meet and choose from among its members, according to the provisions of Section 5 herein, seven (7) officials or their designees, to serve as a Management Committee to oversee and direct the scope of work, funds, and personnel agreed to and contributed under this Agreement, in accordance with the adopted annual budget and work program and such other directions as may be provided by the WRIA 9 Watershed Forum. Representatives of the Fiscal Agent and Service Provider may serve as non-voting ex officio members of the Management Committee. The Management Committee shall act as the executive subcommittee of the WRIA 9 Watershed Forum, responsible for oversight and evaluation of any Service Providers or consultants, administration of the budget and work plan, and for providing recommendations on administrative matters to the WRIA 9 Watershed Forum for action, consistent with other subsections of this section. The WRIA 9 Watershed Forum shall consider new appointments or reappointments to the Management Committee every two years fOllowing its initial appointments. 4.3 The services cost-shared under this agreement shall be provided to the WRIA 9 Watershed Forum by the Service Provider, which shall be King County Department of Natural Resources and Parks, unless selected otherwise by the WRIA 9 Watershed Forum. The Management Committee shall prepare a Memorandum of Understanding to be signed by a representative of the Service Provider, and a representative of the WRIA 9 Watershed Forum, which shall set out the expectations for services so provided. Services should. include, without limitation, identification of and job descriptions for dedicated staff in increments no smaller than 0.5 Full Time Equivalent, description of any WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 5 supervisory role retained by the Service Provider over any staff performing services under this Agreement, and a method of regular consultation between the Service Provider and the Management Committee concerning the performance of services hereunder. 4.3.1 A subset of the Parties to this Agreement may purchase and cost share services from the Service Provider in addition to the annual cost-shared services agreed to by all Parties pursuant to Section 4.3 herein. 4.3.2 The Management Committee shall prepare a Memorandum of Understanding to be signed by a representative of the Service Provider, and a representative of the WRIA 9 Watershed Forum, which shall set out the expectations for the additional services so provided to the subset of Parties to this Agreement. 4.4 The WRIA 9 Watershed Forum, by September 1 of each year, shall establish and approve 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 based on the average of the population, assessed valuation and area attributable to each Party to this Agreement, in accordance with the formula set forth in Exhibit A, which formula and accompanying data shall be updated by the WRIA 9 Watf!rshed Forum when more current data become available. Tacoma's cost share will be determined on an annual basis by Hie Parties and will be included in the annual updates to Exhibit A. The weight accorded Tacoma's vote for weighted voting pursuant to Section 5 herein shall correspond to Tacoma's cost share for each year relative to the cost shares contributed by the other Parties. 4.4.1 The level of funding, total resource obligations, and allocation of obligations for those members of the Parties that agree to cost share additional services pursuant to Subsection 4.3.1 herein shall be negotiated and determined by those Parties purchasing the additional services. 4.4.2 The WRIA 9 Watershed Forum shall incorporate the negotiated additional cost share and incorporate the services in its annual budget and work plan. 4.5 The WRIA 9 Watershed Forum shall oversee and administer the expenditure of budgeted funds and shall allocate the utilization of resources contributed by each Party or obtained from other sources in accordance with the approved annual work program. 4.6 The WRIA 9 Watershed Forum shall review and evaluate the duties to be assigned to the Management Committee hereunder and the performance of the Fiscal Agent and Service Provider to this Agreement, and shall provide for whatever actions ar~ necessary to ensure that quality services are efficiently, effectively and responsibly delivered in the performance of the purposes of this Agreement. The performance of the Service Provider shall be assessed every three years. WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 6 4.7 The WRIA 9 Watershed Forum may contract with similar watershed forum governing bodies such as the Puget Sound Shared Salmon Strategy and Puget Sound Partnership or any other entities for any lawful purpose related to the purposes provided for in this agreement. The Parties may choose to create a separate legal or administrative entity under applicable state law, including without limitation a nonprofit corporation or general partnership, to accept private gifts, grants or financial contributions, or for any other lawful purpose consistent with the purposes provided for herein. 4.8 The WRIA 9 Watershed Forum shall adopt other rules and procedures that are consistent with its purposes as stated herein and are necessary for its operation. 5. VOTING. The WRIA. 9 Watershed Forum shall make decisions, approve scopes of work, budgets, priorities, and any other actions necessary to carry out the purposes of this Agreement as follows: 5.1 Decisions shall be made using a consensus model as much as possible. Each Party agrees to use its best efforts and exercise good faith in consensus decision-making. Consensus may be reached by unanimous agreement of the Parties. If unanimous agreement of members cannot be reached then the Parties to this agreement may reach consensus by a majority recommendation with a minority report. Any Party who does not accept a majority decision may request weighted voting as set forth below. 5.2 In the event consensus cannot be achieved, as determined by rules and procedures adopted by the WRIA 9 Watershed Forum, the WRIA 9 Watershed Forum shall take action on a dual-majority basis, as follows: 5.2.1 Each Party, through its appointed representative, may cast its weighted vote in connection with a proposed WRIA 9 Watershed Forum action. 5.2.2 The weighted vote of each Party in relation to the weighted votes of each of the other Parties shall be determined by the percentage of the annual contribution made by each Party as set in accordance with Section 4.4 herein in the year in which the vote is taken. 5.2.3 For any action subject to weighted vo~ing to be deemed approved, valid and binding, an affirmative vote must be cast by both a majority of the Parties to this Agreement and by a majority of the weighted votes of the Parties to this Agreement. A vote of abstention shall be recorded as a "no" vote. 6. IMPLEMENTATION OF THE SALMON HABITAT PLAN. The Salmon Habitat Plan shall be implemented consistent with the following: 6.1 The WRIA 9 Steering Committee, which shall be appointed by the WRIA 9 Watershed Forum, shall be an advisory body responsible for making recommendations for implementing the Salmon Habitat Plan to the WRIA 9 Watershed Forum, including substantive plan amendments recommended as a result of adaptive management. The WRIA 9 Steering Committee shall provide information to the WRIA 9 Watershed WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 7 Forum regarding.progress in achieving the goals and objectives of the Salmon Habitat Plan. Recommendations of the WRIA 9 Steering Committee are to be consistent with the purposes of this Agreement. The WRIA 9 Watershed Forum may authorize .additional advisory bodies to the WRIA 9 Steering Committee, such as an adaptive management work group. 6.2 The WRIA 9 Watershed Forum shall act to approve or remand any substantive changes to the Salmon Habitat Plan based upon recommendations by the WRIA 9 Steering Committee within ninety (90) days of receipt of the proposed changes, according to the' voting procedures of Section 5 herein. In the event that the Salmon Habitat Plan changes are not so approved, the recommended changes shall be returned to the WRIA 9 Steering Committee for further consideration and amendment and thereafter returned to the WRIA 9 Watershed Forum for decision. 6.3 The WRIA 9 Water.shed Forum shall determine when ratification is needed of substantive changes to the Salmon Habitat Plan by the Parties. The changes shall be referred to the Parties for ratification prior to the submission to any regional, state, or federal agency for further action. Ratification means an affirmative action, evidenced by a resolution, motion, or ordinance of the local government's legislative body, by at least five Parties representing at least seventy percent (70%) of the total population within the geographic planning and management area of WRIA 9. 6.4 Upon remand for consideration of any portion or all of the Salmon Habitat Plan by any regional, state or federal agency the WRIA 9 Watershed Forum shall undertake a review for consideration of the remanded portion or plan. The WRIA 9 Watershed Forum may include further referral to the WRIA 9 Steering Committee for recommendation or amendments thereto. 6.5 The Parties agree that any changes to the Salmon Habitat Plan shall not be forwarded separately by any Party to any regional, state or federal agency unless the changes have been approved and ratified as provided herein. 7. OBLIGATIONS OF PARTIES; BUDGET; FISCAL AGENT; RULES. 7.1 Each Party shall be responsible for meeting only its individual obligations hereunder as established in the annual budget adopted by the WRIA 9 Watershed Forum under this Agreement, including all such obligations related to the WRIA 9 Watershed Forum and WRIA 9 Steering Committee funding, technical support and participation in related planning and implementation of projects, 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. 7.2 The maximum funding responsibilities imposed upon the parties during each year of this Agreement shall not exceed the amounts that are established annually pursuant to Section 4.4 herein. WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 8 7.3 No later than September 1 of each year of this Agreement, the WRIA 9 Watershed Forum shall adopt a budget, including its overhead and administrative costs, for the following calendar year. The budget shall propose the level of funding and other (e.g., staffing) responsibilities of the individual parties for the following calendar year and shall propose the levels of funding and resources to be allocated to specific prioritized planning and implementation activities within WRIA 9. The Parties shall thereafter take whatever separate legislative or other actions as may be necessary to address such individual responsibilities under the proposed budget, and shall have done so no later than December 1 of each year. Parties may elect to secure grant funding to meet their individual obligations. 7.4 Funds collected from the Parties or other sources on behalf of the WRIA 9 Watershed Forum shall be maintained in a special fund by King County as Fiscal Agent and as ex officio treasurer on behalf of the WRIA 9 Watershed Forum pursuant to rules and procedures established and agreed to by the WRIA 9 Watershed Forum. Such rules and procedures shall set out billing practices and collection proced!Jres and any other procedures as may be necessary to provide for its efficient administration and operation. 7.5 Any Party to this Agreement may inspect and review all records maintained in connection with such fund at any reasonable time. 8. LATECOMERS. A county or city government in King County lying wholly or partially within the management area of or with a major interest in WRIA 9 which has 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 the Parties to the Agreement. The provisions of Section 5 herein otherwise governing decisions of the WRIA 9 Watershed Forum shall not apply to this section. The Parties of the Agreement and any governments seeking to become a Party shall jointly determine the terms and conditions under which a government may become a new Party. The terms and conditions shall include payment of an amount by the new Party to the WRIA 9 Watershed Forum. The amount of payment is. determined jointly by the existing Parties of the WRIA 9 Watershed Forum and the new Party. The payment of the new Party is to be a fair and proportionate share of all costs associated with activities undertaken by the WRIA 9 Watershed Forum as of the date the government becomes a new Party. Any government that becomes a Party pursuant to this section shall thereby assume the general rights and responsibilities of all other Parties. 9. TERMINATION. 9.1 The obligations of any Party under this Agreement may be terminated by the Party, through action of its governing body, only upon sixty (60) days' written notice to the other Parties by not later than November 1 for termination effective January 1 of the following year. The terminating Party shall remain fully responsible for meeting all of it~ funding and other obligations through the end of the calendar year in which such n~tice is given, WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 9 together with any other costs that may have been incurred on behalf of such terminating Party up to the effective date of such termination. It is expected that the makeup of the Parties to this Agreement may change from time to time. Regardless of any such changes, the Parties choosing not to exercise the right of termination shall each remain obligated to only meet their respective share of the obligations of the WRIA 9 Watershed Forum as reflected in the annual budget. The shares of any terminating Party shall not be the obligation of ariy of the Parties not choosing to exercise the right of termination. 9.2 This Agreement may be terminated in its entirety at any time by the written agreement of all of the Parties. 10. HOLD HARMLESS AND INDEMNIFICATION. To the extent permitted by state law as to city and county governments, and federal law as governing to tribes, 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, 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 andlor 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 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 either 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 9 herein. 11. 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 Endangered Species Act, or any other act, statute, regulation or ordinance of any local municipality or government, the State of Washington, or the United States. 12. 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 Salmon Habitat Plan. 13. NO PRECLUSION OF ACTIVITIES OR PROJECTS. Nothing herein shall preclude anyone 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, WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 10 provided that any'such decision or agreement shall not impose any funding, participation or other obligation of any kind on any Party which is not a party to such decision or agreement. 14. 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 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 basis for any liability on the part of the WRIA 9 Watershed Forum or any of the Parties, or their officers, elected officials, agents and employees, to any third party. 15. AMENDMENTS. This Agreement may be amended, altered or clarified only by the unanimous consent of the Parties to this Agreement, .and requires authorization and approval by each Party's governing body. 16. COUNTERPARTS. This Agreement may be executed in counterparts. 17. APPROVAL BY PARTIES' GOVERNING BODIES. The governing body of each Party must approve this Agreement before any representative of such Party may sign this Agreement. 18. FILING OF AGREEMENT. This Agreement shall be filed by King County in accordance with the provisions of RCW 39.34.040 and .200 and with the terms of Section 3 herein. 19. 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: Approved as to form: CITY OF ALGONA. By: By: Title: Title: Date: Date:. WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 11 Approved as to form: By: Title: Date: Approved as to form:. By: Title: Date: Approved as to form: , By: Title: c...rT't Date: ~. Approved as to form: By: Title: Date: CITY OF DES MOINES By: Title: Date: CITY OF ENUMCLAW By: Title: Date: CITY OF FEDERAL WAY By: Title: Date: ~~ e,~ . ~~ J ~/7/f}~ I CITY OF KENT By: Title: Date: WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 13 /. Approved as to form: KING COUNTY By: By: Title: Title: Date: Date: Approved as to form: CITY OF MAPLE VALLEY By: By: Title: Title: Date: Date: Approved as to form: CITY OF NORMANDY PARK By: By: Title: Title: Date: Date: Approved as to form: CITY OF RENTON By: By: Title: Title: Date: Date: WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 14 Approved as to form: CITY OF SEATAC By: By: Title: Title: Date: Date: Approved as to form: CITY OF SEATTLE By: By: Title: Title: Date: Date: Approved as to form: CITY OF TACOMA By: By: Title: Title: Date: Date: Approved as to form: CITY OF TUKWILA By: By: Title: Title: Date: Date: WRIA 9 lLA 2007-2015 (WRIA 9 Forum recomd., mod. 8-24-06 and 10-2-06; legal review complete) Page 15