Item No.:  4a_attach_2 
Meeting Date: July 1, 2014 
LOWER DUWAMISH WATERWAY GROUP 
MEMORANDUM OF AGREEMENT 
SECOND AMENDMENT 
THIS SECOND AMENDMENT to the Lower Duwamish Waterway Group Memorandum of
Agreement ("MOA"), dated June 9, 2000, is made and entered into by and among the Port of
Seattle, City of Seattle, King County, and The Boeing Company, collectively referred to as the 
"Lower Duwamish Waterway Group" or "LDWG" and individually as "Member" or
"Members." The date of this amendment is _________. 
This Second Amendment to the MOA ("2nd Amendment") provides for the performance of
the Enhanced Natural Recovery/Amended Carbon Pilot Study ("ENR/AC Pilot Study" or
"Project"), as described in Attachment A (Statement of Work). This 2nd Amendment also
updates MOA contracting, invoicing and grant procedures to reflect current LDWG practices. 
All terms and provisions in the MOA remain in effect, except as expressly supplemented and
modified herein.
AGREEMENT 
NOW, THEREFORE, in consideration of the foregoing, the LDWG Members mutually agree
and covenant as follows: 
1.     Contracting Responsibility 
King County has agreed to hire a consultant ("Consultant") to design the ENR/AC
Pilot Study for the LDWG. King County also has agreed to hire a contractor
("Contractor") to construct the ENR/AC Pilot Study for LDWG. Design and
construction of the ENR/AC Pilot Study shall be according to Attachment A, the
Statement of Work (SOW), and any modifications to the SOW that are approved by
the LDWG and EPA.
2.     Effective Date and Condition Subsequent 
This 2nd Amendment shall become effective when all four Members have signed it.
This 2nd Amendment shall remain in effect until completion of the ENR/AC Pilot
Study or until it is terminated by the LDWG.
3.     Enhanced Natural Recovery/Carbon 2nd Amendment Pilot Study 
3.1 Allocation of Shared ENR/AC Pilot Study Costs 
The LDWG Members hereby agree to pay the Shared ENR/AC Pilot Study Costs
(as defined in Section 3.2) by allocating such costs on an interim equal (per
capita) basis, pending a final allocation. Each Member shall be severally, and not
jointly, liable for this interim allocation of Shared ENR/AC Pilot Study Costs. A
performing Member reserves all rights of action against a defaulting or non-

performing Member for recovery of Shared ENR/AC Pilot Study Costs under all
applicable statutes and theories of law or equity. The Members agree that such
payments do not constitute an allocation of responsibility for investigation or
cleanup of the Lower Duwamish Waterway. Members reserve their right to seek
an allocation or contribution different from that set forth in Section 2.1 of this 2nd
Amendment from other Members and to seek an allocation or contribution from
persons or entities not a Member to the MOA.
3.2 Definition of Shared ENR/AC Pilot Study Costs 
Shared ENR/AC Pilot Study Costs shall mean: 1) payments, including payments
associated with changes to original contracts that are agreed to by the Members or
required by the EPA, to the Consultant hired to design the study and to the
Contractor hired to construct it; 2) EPA and Ecology oversight costs applicable to
the ENR/AC Pilot Study; 3) costs associated with implementing changes or
additional work required during and/or after completion of the Pilot Study that are
mandated by the EPA; and 4) solely for the purposes of this 2nd Amendment,
Shared Costs shall include costs for King County's construction management and
payment for appropriate access, easement, or similar agreements, as necessary to
implement the ENR/AC Pilot Study.
3.3 Procedure for Payments. 
3.3.1 The County shall pay the Consultant and the Contractor according to the
terms of their contracts with the County. The County shall invoice the other
LDWG Member's their per capita shares of those payments and the County's
internal costs described in Section 3.2. The invoices shall distinguish the County's
internal costs from the payments to the Consultant and Contractor and shall
indicate the name and job title of each County staff member whose costs are
included. Invoices will include sufficient backup and detail concerning the work
performed to comply with each Member's cost recovery requirements. Each
Member shall transmit to the County's Designated Representative, as set forth in
Section 24 of the MOA, its part of the Shared ENR/AC Pilot Study Costs, within
thirty (30) days of receiving an invoice with appropriate backup from the County.
3.3.2 The Port shall continue in its role as contracting agent for LDWG's
consultants other than the Consultant to be retained by the County pursuant to this
2nd Amendment. The procedures established in MOA section 2.3, 3.4 and 4.4 are
hereby modified as follows: the Port shall pay the LDWG consultants' invoices
according to the terms of their contracts with the Port. The Port shall invoice the
other LDWG Member's their per capita shares of those payments. Each Member
shall transmit to the Port its portion of the LDWG consultant costs within thirty
(30) days of receiving an invoice with appropriate backup from the Port.
3.3.3 The Port shall continue being responsible for distributing invoices for each
Member's share of EPA's and Ecology's oversight costs applicable to the Agreed
Order. The Port shall pay valid EPA and Ecology oversight cost invoices upon
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receipt of appropriate invoice backup. Following payment of such invoices, the
Port shall distribute invoices to the other Members for each of those Members'
respective shares of the oversight cost payment to the agencies. Each Member
shall transmit to the Port's Designated Representative, as set forth in Section 24 of
the MOA, its part of each EPA and Ecology invoice, payable to the Port, within
thirty (30) days of receipt by the Member. If backup is not provided by the agency
or there is a dispute of any part of the oversight charges, the disputed amounts
shall be held in escrow, in accordance with EPA and Ecology dispute resolution
procedure requirements. The Port shall transmit the payments of undisputed
amounts to EPA or Ecology. Individual Members will pay any interest charges
that are due to EPA or Ecology because of that Member's payment being late. 
3.4 Selection of ENR/AC Pilot Study Design Consultant and Contractor 
3.4.1 The County will comply with its own and all other applicable statutes
regarding hiring of consultants and contractors by governmental entities in
advertising for and selecting the Consultant for design of the ENR/AC Pilot Study
and the Contractor for construction of the study. Members will have a reasonable
opportunity to provide the County with input on the qualifications and
specifications for both of those contracts as described in Section 3.4.2 and 3.4.3
below.
3.4.2 Each Member will have one representative on the selection committee for
the Design Consultant. Before candidates for the Design Consultant are
interviewed and scored, each Member shall identify any candidate that has done
work for the Member related to the Duwamish and the Members shall reach an
agreement concerning which consultants have a conflict of interest based on their
work for individual Members. The County shall execute a contract with the
ENR/AC Pilot Study Design Consultant that is selected using the agreed upon
selection process. 
3.4.3 The County is required by statute to award the contract for the Contractor to
construct the Pilot Study to the lowest responsive and responsible bidder.
Members will be given the opportunity to review the bids and to give the County
input on which of the bidders is responsible per bid qualification language,
however the County will select the Contractor based on its public bidding process.
3.5 Oversight of the Design Consultant 
3.5.1 Decisions regarding design of the ENR/AC Pilot Study will be made by
consensus of the Members. Such decisions will be communicated to the
consultant by the County's project manager.
3.5.2 The Consultant hired to design the ENR/AC Pilot Study will not
communicate with third parties, including EPA or Ecology personnel, without
first notifying the LDWG Technical Committee and receiving its authorization for

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the communication. Such authorization will be made by consensus of the
Members and communicated by the County's project manager.
3.5.3 All documents, including but not limited to analytical data, that are
prepared, developed or generated by the Consultant shall be provided to all
Members and shall be subject to review by all Members prior to submission to
EPA or any other third party. Members shall be given at least fifteen business
days to review and comment on drafts of work by the Consultant that are going to
be provided to EPA or any other third party, unless EPA's deadlines require that a
shorter review time be provided. The Consultant shall compile all Member
comments and distribute to all Members. The County project manager will direct
the consultant on needed consensus changes to work products.
3.6 Oversight of the Construction Contractor 
During construction of the ENR/AC Pilot Study, the County will have oversight
responsibility for day to day decisions concerning the work. The County will also
have authority to make decisions in emergency situations when it is not practical
to confer with the Members before a decision must be made. Contractor change
orders that increase costs and that are not emergencies must be approved by
consensus of the Members through their representatives on the LDWG Technical
Committee. Such increased costs will be shared according to Section 3.1 and 3.2
above. In the event of an emergency situation requiring action prior to
communication to other Members, the County shall communicate information
concerning the emergency to the other Members as soon as it is practicable under
the circumstances to do so. The County will provide the other Members with
weekly updates concerning the work, upon request of one or more other
Members, during the construction portion of the work, and will communicate
information on any changes or unexpected developments as soon as possible.
4.      Responsibility for Changes to the Schedule 
The Members are jointly responsible for delays to the Project schedule including
delays related to acquisition of property rights required for construction of the
Project.


5.     Cooperation on Model Toxics Control Act Grants 
The Members will coordinate and cooperate concerning the documentation of costs
that are eligible for partial reimbursement through Model Toxics Control Act grants
("Grants").

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IN WITNESS WHEREOF, the Members hereby enter into this 2nd Amendment. Each person
signing this 2nd Amendment represents and warrants that he or she has been duly authorized to
enter into this 2nd Amendment by the corporation or municipality on whose behalf it is indicated
that the person is signing.

THE PORT OF SEATTLE     KING COUNTY 
________________________ ________________________ 
Tay Yoshitani          Pam Elardo 

THE CITY OF SEATTLE      THE BOEING COMPANY 
________________________ ________________________ 
Dave Schuchardt        Brian Anderson 










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