Item No. 6f attach 1___ 
Meeting Date:  June 12, 2018 

LOWER DUWAMISH WATERWAY GROUP 
MEMORANDUM OF AGREEMENT 
SIXTH AMENDMENT 
THIS SIXTH 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." 
This Sixth Amendment to the MOA ("6th Amendment'') provides for the performance of
remedial design for the upper reach of the LDW Site, as defined in Attachment A (Statement of
Work), and other tasks as provided in the SOW. This 6th Amendment applies MOA contracting,
invoicing and grant procedures that 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 remedy for the
upper reach of the LDW Site and perform certain other tasks for the LDWG, as provided
for in the SOW. The Consultant's scope shall be according to the SOW, and any
modifications to the SOW that are approved by the LDWG and EPA, and any other scope
items that are approved by LDWG. 
2.      Effective Date and Condition Subsequent 
This 6th Amendment shall become effective when all four Members have signed it. This
6th Amendment shall remain in effect until completion of the Consultant's scope or
until it is terminated by the LDWG. 
3.      Remedial Design Work 
3.1     Allocation of Shared Remedial Design Work Costs 
Remedial Design Work includes design of the upper reach of the LDW Site plus
other work as required by the SOW, including any modifications to the SOW that
are approved by the LDWG and EPA, and including any other scope items that
are approved by LDWG. The LDWG Members hereby agree to pay the Shared
Remedial Design Work Costs (as defined in Section 3.2) by allocating such costs

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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
Remedial Design Work Costs. A performing Member reserves all rights of action
against a defaulting or nonperforming Member for recovery of Shared Remedial
Design Work 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 6th 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 Remedial Design Work Costs 
Shared Remedial Design Work Costs shall mean: I) 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 perform the Remedial Design
Work; 2) EPA and Ecology oversight costs applicable to the Remedial Design
Work, and any modifications to the SOW that are approved by the LDWG and
EPA; 3) costs associated with implementing changes or additional work required
during and/or after completion of the Remedial Design Work that are mandated
by the EPA; and 4) solely for the purposes of this 6th Amendment, Shared Costs
shall include costs for King County's contract, project management, and property
acquisition staff and payment for appropriate access, easement, or similar
agreements, as necessary to implement the Remedial Design Work and any
modifications thereto. 
3.3     Procedure for Payments. 
3.3.1 The County shall pay the Consultant according to the terms of its contract
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. For the City of Seattle, the County shall send an invoice for 31% of
the City's share to a designated person at Seattle City Light and shall send an
invoice for 69% of the City's share to a designated person at Seattle Public
Utilities. The City may change this procedure for its invoices upon written notice
to the County. The invoices shall distinguish the County's internal costs for
contract, project management, and property acquisition staff from the payments
to the Consultant 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 SOW

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Costs, within thirty (30) days of receiving an invoice with appropriate backup
from the County. 
3.3.2 The City, Port, and Boeing shall continue in their roles as contracting agents 
for LDWG's consultants other than the Consultant to be retained by the County
pursuant to this 6th Amendment, and other than with regard to any continuing
work that is now incorporated into the attached SOW. The procedures
established in MOA section 2.3, 3.4 and 4.4 are hereby modified as follows: the
City, Port, and Boeing shall pay the LDWG consultants' invoices according to the
terms of their contracts. The Members shall invoice the other LDWG Members
their per capita shares of those payments as established in this and past
amendments. Each Member shall transmit to the contracting Member its portion
of the LDWG consultant costs within thirty (30) days of receiving an invoice with
appropriate backup. 
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
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 Remedial Design Work Consultant 
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 the Remedial Design Work.
Members will have a reasonable opportunity to provide the County with input
on the qualifications and specifications for the contract as described in Sections 
3.4.2 and 3.4.3 below. 
3.4.2 Each Member will have one representative on the selection committee for
the Remedial Design Work Consultant. Before candidates for the 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
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agreement concerning which consultants have a conflict of interest based on
their work for individual Members. The County shall execute a contract with the
Consultant that is selected using the agreed upon selection process. 
3.5     Oversight of the Remedial Design Work Consultant 
3.5.1 Decisions regarding Consultant's work products 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 perform the Remedial Design Work will not
communicate with third parties, including EPA or Ecology personnel, without
first notifying the LDWG Technical Committee and receiving its authorization for
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. 
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 completion 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"). 
6. Counterparts 
This Sixth Amendment to the LDWG MOA may be executed in counterparts, each of
which shall be deemed an original but all of which shall constitute one. 

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IN WITNESS WHEREOF, the Members hereby enter into this 6th Amendment. Each
person signing this 6th Amendment represents and warrants that he or she has been duly
authorized to enter into this 6th Amendment by the corporation or municipality on whose
behalf it is indicated that the person is signing. 

PORT OF SEATTLE                                    KING COUNTY 
____________________ ____________________ 
Date: _______________                               Date: _______________ 

CITY OF SEATTLE                                       THE BOEING COMPANY 
____________________ ____________________ 
Date: _______________                               Date: _______________ 











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