Item: 10b_attach_01
Meeting Date: November 16, 2021

MEMORANDUM OF UNDERSTANDING for PARTNERSHIP and COOPERATION
between KING COUNTY and the PORT OF SEATTLE 
This Memorandum of Understanding ("MOU") is hereby entered into by and between King
County, hereinafter referred to as the "County" and the Port of Seattle, hereinafter referred to as "the
Port". The Port and the County are also referred to in this MOU collectively as "the Parties", and
individually as a "Party."
RECITALS 
WHEREAS, The Port of Seattle is a municipal corporation, with authority under Title 53 RCW of
the laws of the State of Washington, and other federal, state and local laws, to engage in economic
development in Port-related industries; and 
WHEREAS, King County, in accordance with the Constitution of the State of Washington, is
authorized to provide regional county governance and services to all residents of the county; and 
WHEREAS, In 2017, the Port of Seattle Commission, as part of the Century Agenda, set a 10-year
goal of having 10% of the fuel used at Sea-Tac Airport to be from sustainable sources found in the
region; and 
WHEREAS, The Port has allocated funds to evaluate the technical, logistical and financial
feasibility of converting regional Municipal Solid Waste to sustainable liquid fuels, including on-road,
maritime, and aviation; and 
WHEREAS, The King County Solid Waste Division (SWD) is responsible for managing the region's
Municipal Solid Waste (MSW); and 
WHEREAS, SWD is guided by its vision to achieve Zero Waste of Resources by 2030, which
includes innovative waste prevention, recycling, and resource recovery programs; and 
WHEREAS, The King County Council has directed SWD to explore the feasibility of converting
some or all of the County-managed MSW into sustainable aviation fuel (SAF); and 
WHEREAS, In support of the collaboration and partnership contemplated by this MOU, the Port
and the County have each identified up to a maximum $250,000 (for a total of $500,000) in funding to
be equally provided in a 50-50 cost-share agreement in furtherance of an MSW-to-SAF feasibility study;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants of the Parties contained
herein, the Parties hereto agree as follows: 
1.       STATEMENT OF WORK
The Port and the County mutually agree to the following:
1.  Each Parties' investments will be used to fund the MSW-to-SAF scope of work, as defined in the
forthcoming request for proposals (RFP).

2.   The Port will issue the RFP and provide the County an opportunity to participate as a voting
member (using a consensus-based approach) in the evaluation committee to review and select
successful proposer(s), in accordance with the Port's RFP selection process. 
3.   The Port will provide written acknowledgement of the County's partnership in any resulting
work product from this procurement, RFP, and resulting contract(s). 
4.   The Port will, in its sole discretion, enter into contracts with the successful proposer(s) selected
by the evaluation committee. 
5.   The County will compensate the Port in one lump-sum payment for the costs associated with
the MSW-to-SAF study contract. The lump sum shall be transferred to the Port upon contract
execution for 50% of the value of the contract up to a maximum of $250,000. Fifty percent of
any unspent funds greater than $1,000 remaining at contract completion or fulfillment of the
scope of work by the contracted party shall be returned to the County within 60 days after the
termination of the contract and written request by the County. 
6.   The County will review the RFP document within 14 days of receipt. The Scope of Work for the
RFP, including the evaluation criteria for reviewing proposals, shall be reviewed and approved
within 14 days of receipt. Work products resulting from the contract will be reviewed by both
parties on the same schedule determined in the contract. If either party fails to meet the review
deadlines, the documents will be considered approved. During solicitation, a procurement
schedule will be shared with the County for agreement. 
Project Management 
The Port and the County have designated formal points of coordination for this MOU. The Designated
Representatives shall communicate regularly to discuss the status of the tasks to be performed, identify
upcoming decisions related to the RFP, provide information necessary to inform those decisions and to
resolve issues or disputes related to the RFP consistent with this MOU. 
The Designated Representatives are: 
King County                      Port of Seattle 
Morgan John                    Stephanie Meyn 

The Parties may change Designated Representatives by written notice to the other Parties during the
term of the MOU. 
2.       PERIOD OF PERFORMANCE 
The term of this MOU shall be two years commencing from the last signature date of the MOU unless
terminated earlier in accordance with this MOU. 
3.       PAYMENT BILLING PROCEDURE 
The Port shall submit an invoice to the County after execution of the contract under the RFP. Payment
will be made by King County within thirty (30) days of receipt of such invoice. The total payment under
this MOU shall not exceed $250,000. 
4.       RECORDS MAINTENANCE 
The Parties to this contract shall each maintain books, records, documents and other evidence which
sufficiently and properly reflect all direct and indirect costs expended by either party in the performance

of the services described herein. These records shall be subject to inspection, review or audit by
personnel of both Parties, other personnel duly authorized by either party, the Office of the State
Auditor, and federal officials so authorized by law. All books, records, documents, and other material
relevant to this MOU will be retained for six years after expiration and the Office of the State Auditor,
federal auditors, and any persons duly authorized by the Parties shall have full access and the right to
examine any of these materials during this period. 
Records and other documents, in any medium, furnished by one party to this MOU to the other party,
will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not
disclose or make available this material to any third parties without first giving notice to the furnishing
party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security
procedures and protections to assure that records and documents provided by the other party are not
erroneously disclosed to third parties. The furnishing party shall mark documents that it reasonably
believes are or may be subject to an exemption from disclosure under the Public Records Act prior to
transmittal to the receiving party. 
The Port shall provide copies of the original pre-award and post-award documentation, including any
amendments if applicable, for the County's record keeping and/ or responses to audit or other
information requested. 
5.       INDEPENDENT CAPACITY 
The employees or agents of each party who are engaged in the performance of this MOU shall continue
to be employees or agents of that party and shall not be considered for any purpose to be employees or
agents of the other party. 
6.       MOU ALTERATIONS AND AMENDMENTS 
This MOU may be amended by mutual agreement of the Parties. Such amendments shall not be binding
unless they are in writing and signed by personnel authorized to bind each of the Parties. 
7.       TERMINATION FOR CONVENIENCE 
Either party may terminate this MOU upon 30 days' prior written notification to the other party. 
8.       DISPUTES 
Any disputes or questions of interpretation of this MOU that may arise between the Port and the County 
shall be governed under these Dispute Resolution provisions. The Port and the County agree that
cooperation and communication are essential to resolving issues efficiently. If disputes about the
implementation of this MOU arise, the designated contact persons for the Port and the County shall
meet to discuss the issues and attempt to resolve the dispute in a timely 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 shall continue to perform and make any required
payments under this MOU in the same manner and under the same terms as existed prior to the
dispute. 
9.       GOVERNANCE 
This MOU shall be governed by and construed in accordance with the laws of the State of Washington.
The King County Superior Court in Seattle, Washington shall have exclusive jurisdiction and venue over
any legal action arising under this MOU.

10.      ASSIGNMENT 
The work to be provided under this MOU, and any claim arising thereunder, is not assignable or
delegable by either party in whole or in part, without the express prior written consent of the other
party, which consent shall not be unreasonably withheld. 
11.      INDEMNIFICATION 
Each party to this MOU will be responsible for the negligent acts or omissions of its own employees,
officers, or agents in the performance of this MOU. Neither party will be considered the agent of the
other and neither party assumes any responsibility to the other party for the consequences of any act or
omission of any person, firm, or corporation not a party to this MOU. To the maximum extent allowed
by law, the Parties shall protect, defend, indemnify, and save harmless each other, their officers,
officials, employees, and agents, while acting within the scope of their employment, from any and all
costs, claims, judgments, penalties, 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
terms of this MOU. Each Party agrees that its obligations under this provision extend to any claim,
demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. This
indemnification shall survive the termination of this MOU. 
12.      WAIVER 
A failure by either party to exercise its rights under this MOU shall not preclude that party from
subsequent exercise of such rights and shall not constitute a waiver of any other rights under this MOU 
unless stated to be such in a writing signed by an authorized representative of the party and attached to
the original MOU. 
13.      SEVERABILITY 
If any provision of this MOU or any provision of any document incorporated by reference shall be held
invalid, such invalidity shall not affect the other provisions of this MOU which can be given effect
without the invalid provision, if such remainder conforms to the requirements of applicable law and the
fundamental purpose of this MOU, and to this end the provisions of this MOU are declared to be
severable. 
14.      ALL WRITINGS CONTAINED HEREIN 
This MOU contains all the terms and conditions agreed upon by the Parties. No other understandings,
oral or otherwise, regarding the subject matter of this MOU shall be deemed to exist or to bind any of
the parties hereto. 
15.      CONTRACT MANAGEMENT 
Port of Seattle shall administer the funds under this MOU. For purposes of notice, the program manager
for each of the Parties shall be responsible for and shall be the contact person for all communications
and billings regarding the performance of this MOU. Any notice required or permitted to be given
pursuant to this MOU shall be by electronic mail to the Designated Representatives. The Port shall
provide to the County any progress reports on the Contract resulting from the RFP, including copies of
invoices, small and MWBE business participation goals and process documentation, and discuss any
changes to the schedule prior to approval with the County.

EXECUTED BY THE UNDERSIGNED PARTIES effective as of the date last below written: 
King County                                           Port of Seattle 

_______________________________________       _______________________________________ 
Pat D. McLaughlin                     Date           Stephen P. Metruck                     Date
Director, Solid Waste Division                            Executive Director 
King County                                           Port of Seattle