Item No. 10b  attach 2
Meeting Date: June 8, 2021

LOWER DUWAMISH WATERWAY GROUP
MEMORANDUM OF AGREEMENT 
SEVENTH AMENDMENT 
THIS  SEVENTH  AMENDMENT  to  the  Lower  Duwamish  Waterway  Group
Memorandum of Agreement ("MOA''), dated _____________, 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 Seventh Amendment to the MOA ("Seventh Amendment") provides for the
performance of remedial design for the middle reach of the LDW Site, as defined in Attachment
A (Statement of Work), and other tasks as provided in the SOW. This Seventh Amendment
applies MOA contracting, invoicing and grant procedures that reflect current LDWG practices. 
All terms and provisions in the original 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
The City of Seattle (City) has agreed to hire a consultant ("Consultant") to design the
remedy for the middle 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 Seventh Amendment shall become effective when all four Members have signed
it. This Seventh Amendment shall remain in effect until completion of the Consultant's
scope or until it is terminated by the LDWG. 
3.      Middle Reach Remedial Design Work
3.1     Allocation of Shared Middle Reach Remedial Design Work Costs
Middle Reach Remedial Design Work includes design of the Middle 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 Middle Reach Remedial Design Work
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 Middle Reach Remedial
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Design Work Costs. A performing Member reserves all rights of action against
a defaulting or nonperforming Member for recovery of Shared Middle Reach
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 the original LDWG MOA 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 Middle Reach Remedial Design Work Costs 
Shared Middle Reach 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 Middle Reach Remedial Design Work; 2) EPA and Ecology
oversight costs applicable to the Middle Reach 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 Middle Reach Remedial Design Work that are
mandated by the EPA; and 4) solely for the purposes of this Seventh 
Amendment, Shared Costs shall include costs for the City's contract, project
management, and property acquisition staff and payment for appropriate
access, easement, or similar agreements, as necessary to implement the
Middle Reach Remedial Design Work and any modifications thereto. 
3.3     Procedure for Payments. 
3.3.1   The City shall pay the Consultant according to the terms of its contract with
the City. The City shall invoice the other LDWG Members their per capita shares of
those payments and the City's internal costs described in Section 3.2. The invoices
shall distinguish the City'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 City 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 City's Designated Representative, as set forth in Section 24 of the MOA, its part 
of the Shared Remedial Design Work Costs, within thirty (30) days of receiving an 
invoice with appropriate backup from the City. 
3.3.2   The County, Port, and Boeing shall continue in their roles as contracting 
agents for LDWG's consultants other than the Consultant to be retained by the City
pursuant to this Seventh Amendment, and other than with regard to any continuing
work that is now incorporated into the attached SOW. The procedures established
in the original MOA sections 2.3, 3.4 and 4.4 are hereby modified as follows: The
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County, 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
Administrative Order on Consent/Agreed Order entered into by LDWG, EPA, and
Ecology in 2000 for the LDW Site. 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 Middle Reach Remedial Design Work Consultant 
3.4.1    The City 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 Middle Reach Remedial Design Work. Members will
have a reasonable opportunity to provide the City with input on the qualifications and
specifications for the contract as described in Section 3.4.2 below. 

3.4.2    The County, Port, and Boeing will each have one representative on the
selection committee for the Middle Reach Remedial Design Work Consultant. The
City will have two members (project delivery and technical lead), as well as WMBE
specialist input. 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 LDW and the Members shall reach an agreement concerning which
consultants have a conflict of interest based on their work for individual Members.
The City shall execute a contract with the Consultant that is selected using the
agreed upon selection process. 
3.5     Oversight of the Middle Reach 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
City's project manager. 

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3.5.2    The Consultant hired to perform the Middle Reach 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 City'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 them to all Members. The City 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 schedule for the Middle Reach
Remedial Design Work as set forth in the SOW (as may be amended by EPA), including
delays related to acquisition of property rights required for completion of work pursuant to
the SOW. 
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. 
6.      Counterparts 
This Seventh 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 document. 
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IN WITNESS WHEREOF, the Members hereby enter into this Seventh Amendment. 
Each person signing this Seventh Amendment represents and warrants that he or she has
been duly authorized to enter into this Seventh 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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