Item No. 6g attach 
Meeting Date:   July 24, 2018 

FIRST AMENDMENT 
TO SECOND AMENDED AND RESTATED 
REAL ESTATE PURCHASE AND SALE AGREEMENT 
This agreement ("Agreement") is made between Port of Seattle ("Port") and
Lockheed Martin Corporation ("Lockheed Martin") and amends the Second Amended
and Restated Real Estate Purchase and Sale Agreement ("PSA") between the Port and
Lockheed Shipbuilding Company, predecessor to Lockheed Martin, dated September
25, 1992, and attached hereto as Exhibit A. The Port and Lockheed Martin may be
referred to individually as a "Party" or collectively as the "Parties." 
RECITALS 
WHEREAS, pursuant to the Second Amended and Restated Real Estate
Purchase and Exchange Agreement ("Purchase Agreement") executed September 25,
1992, the Port acquired ownership of the former shipyard of Lockheed Shipbuilding
Company in West Seattle (known as "Yard 2") which included acquisition of certain real
property (the "Fee Property") and a leasehold in certain State of Washington leases (the
"Leased Property"); 
WHEREAS, the near shore sediments of the former Yard 2 are a federal
Superfund site (the "Site"), subject to a 2013 Record of Decision ("ROD") issued by the
Environmental Protection Agency ("EPA") and a 2015 Unilateral Administrative Order
("UAO") for the remedial action.
WHEREAS, Lockheed Martin is responsible for designing and implementing the
remedial action set forth in the ROD and pursuant to the UAO; 
WHEREAS, Lockheed Martin anticipates it may leave certain contamination in
place on the Fee Property and/or Leased Property as part of the remedial action; 
WHEREAS, the Parties acknowledge that the use of Enclosed Fill, as defined in
the PSA, as part of the "Southwest Harbor Project" described in Paragraph 4(a)(iv)(C) of
the PSA did not occur as the Parties had anticipated in 1992; 
WHEREAS, both the Parties desire to amend the Purchase Agreement to clarify
their respective long-term responsibilities for the Yard 2 site;

AGREEMENT 
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Parties agree as follows: 
1.      Recitals incorporated by reference. Each Recital set forth above is
incorporated herein by this reference and made a part of the Agreement between the
Parties. 
2.      Access Agreement. The Parties incorporate by reference the access
agreement attached hereto as Exhibit B. 
3.      Amendment to Purchase Agreement. This Agreement amends the PSA as
follows. 
(a) The definition of "Enclosed Fill" found in Paragraph 4(a)(i) (Definitions)
shall be modified as follows: 
"Enclosed Fill" shall mean any engineered cover, cap or fill, including any
barrier, dike, bulkhead, sheet pile wall, breakwater and any and all other
supporting or required slope, wall or structure, now or at any time
hereafter constructed or placed on the Submerged Fee Property or
Submerged Leased Property, or both, by Buyer or Buyer's agents.
Notwithstanding the foregoing, "Enclosed Fill" shall not include any
construction or placement of materials on the Submerged Fee Property or
Submerged Leased Property for the purpose of implementing a habitat
improvement project that has received all required agency approvals, nor
shall it include any action, engineering controls, or placement of materials
on the Submerged Fee Property or Submerged Lease Property for the
purpose of bank stabilization, safety, or routine maintenance. 
(b) Paragraph 4(c), "Seller's Indemnity," shall be modified as follows: 
Seller agrees to indemnify and hold Buyer harmless with respect to any
and all claims, liabilities, losses, liens, costs, penalties, damages
(including natural resource damages) or expenses (including reasonable 
attorneys' fees and fees of environmental consultants) (collectively
"Liability") as a result of contamination left in place on the Fee Property
and/or Leased Property as part of the remedial action and/or as a result of
any action, suit, proceeding, lien or claim in connection with or arising
from: . . .

4.      Amendment. Any modification of this Agreement or any additional
obligations assumed by any Party hereto shall be binding only if evidenced by a writing
signed by each of the Parties hereto. 
5.      Governing Law. The laws of the State of Washington shall govern the
validity, enforcement, and interpretation of this Agreement. Any dispute or cause of
action under this Agreement shall be resolved in a court of competent subject matter
jurisdiction in King County, State of Washington. 
6.      Waiver of Jury Trial. To the fullest extent permitted by law, each of the
parties hereto hereby waives trial by jury in any action arising out of matters related to
this agreement, which waiver is informed and voluntary. 
7.      Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original hereof. All executed
counterparts together shall constitute one and the same document, and any initialed
pages and signature pages may be assembled to form a single original document. 
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date indicated below. 
PORT OF SEATTLE, a Washington municipal
corporation: 

By: _______________________________ 
Name: 
Title: 
Date: 

LOCKHEED MARTIN CORPORATION, 
a Maryland corporation 

By: _______________________________ 
Name: 
Title: 
Date:

[Exhibits intentionally omitted]