10c. Attachment

Terminal 25 South Restoration Program

UNITED STATES 
ENVIRONMENTAL PROTECTION AGENCY 
REGION 10 
____________________________________ 
) 
IN THE MATTER OF:                 ) 
)        CERCLA Docket No. ____ 
Harbor Island Superfund Site,               ) 
East Waterway Operable Unit,             ) 
Terminal 25 South,                        ) 
Seattle, Washington                       ) 
) 
Port of Seattle,                                ) 
) 
Respondent.                              ) 
) 
Proceeding Under Sections 104, 106(a),     )       ADMINISTRATIVE SETTLEMENT 
107 and 122 of the Comprehensive         )       AGREEMENT AND ORDER ON 
Environmental Response, Compensation,    )      CONSENT FOR REMOVAL ACTION 
and Liability Act, 42 U.S.C.  9604,        )       ENGINEERING EVALUATION AND 
9606(a), 9607 and 9622                    )      COST ANALYSIS 
____________________________________)

TABLE OF CONTENTS 
I.            JURISDICTION AND GENERAL PROVISIONS...................................................... 1 
II.           PARTIES BOUND ....................................................................................................... 1 
III.          DEFINITIONS .............................................................................................................. 2 
IV.         FINDINGS OF FACT................................................................................................... 4 
V.         CONCLUSIONS OF LAW AND DETERMINATIONS ............................................ 7 
VI.         SETTLEMENT AGREEMENT AND ORDER ........................................................... 7 
VII.        DESIGNATION OF CONTRACTOR, PROJECT COORDINATOR, AND
REMEDIAL PROJECT MANAGER/ON-SCENE COORDINATOR ........................ 6 
VIII.       WORK TO BE PERFORMED ..................................................................................... 8 
IX.         PROPERTY REQUIREMENTS ................................................................................ 14 
X.         ACCESS TO INFORMATION .................................................................................. 17 
XI.         RECORD RETENTION ............................................................................................. 18 
XII.        COMPLIANCE WITH OTHER LAWS .................................................................... 18 
XIII.       EMERGENCY RESPONSE AND NOTIFICATION OF RELEASES ..................... 19 
XIV.      PAYMENT OF FUTURE RESPONSE COSTS ........................................................ 20 
XV.      DISPUTE RESOLUTION .......................................................................................... 22 
XVI.      FORCE MAJEURE .................................................................................................... 22 
XVII.      STIPULATED PENALTIES ...................................................................................... 24 
XVIII.     COVENANTS BY EPA ............................................................................................. 26 
XIX.      RESERVATIONS OF RIGHTS BY EPA .................................................................. 26 
XX.      COVENANTS BY RESPONDENT ........................................................................... 28 
XXI.      OTHER CLAIMS ....................................................................................................... 30 
XXII.      EFFECT OF SETTLEMENT/CONTRIBUTION ...................................................... 30 
XXIII.     INDEMNIFICATION................................................................................................. 31 
XXIV.    INSURANCE .............................................................................................................. 32 
XXV.     FINANCIAL ASSURANCE ...................................................................................... 32 
XXVI.    MODIFICATION ....................................................................................................... 36 
XXVII.    ADDITIONAL REMOVAL ACTION ....................................................................... 36 
XXVIII.   NOTICE OF COMPLETION OF WORK .................................................................. 36 
XXIX.    INTEGRATION/APPENDICES ................................................................................ 37 
XXX.     EFFECTIVE DATE .................................................................................................... 37 





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I.       JURISDICTION AND GENERAL PROVISIONS 
1.       This Administrative Settlement Agreement and Order on Consent (Settlement) is
entered into voluntarily by the United States Environmental Protection Agency (EPA) and the 
Port of Seattle (Respondent). This Settlement provides for the performance of a removal action,
including an engineering evaluation and cost analysis (EE/CA), by Respondent and the payment
by Respondent of certain response costs incurred by EPA at or in connection with the Terminal
25 South Site (referred to as Terminal 25, T-25 Site, or Site) within the East Waterway Operable
Unit (EWOU) of the Harbor Island Superfund Site located in Seattle, Washington. 
2.       This Settlement is issued under the authority vested in the President of the United
States by Sections 104, 106(a), 107, and 122 of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C.  9604, 9606(a), 9607 and
9622 (CERCLA). This authority was delegated to the Administrator of EPA on January 23,
1987, by Executive Order 12580, 52 Fed. Reg. 2923 (Jan. 29, 1987), and further delegated to
Regional Administrators by EPA Delegation Nos. 14-14A (Determinations of Imminent and
Substantial Endangerment, Jan. 31, 2017), 14-14C (Administrative Actions through Consent
Orders, Jan. 18, 2017) and 14-14D (Cost Recovery Non-Judicial Agreements and Administrative
Consent Orders, Jan. 18, 2017). These authorities were further redelegated by the Regional
Administrator of EPA Region 10 through the Director, Superfund and Emergency Management
Division, to the Branch Chiefs of the Emergency Management Branch and Remedial Cleanup
Branch, or equivalents by R10 14-14-C (April 15, 2019) and R10 14-14-D (April 15, 2019). 
3.       EPA has notified the State of Washington (State) of this action pursuant to
Section 106(a) of CERCLA, 42 U.S.C.  9606(a). 
4.       EPA and Respondent recognize that this Settlement has been negotiated in good
faith and that the actions undertaken by Respondent in accordance with this Settlement do not
constitute an admission of any liability. Respondent does not admit, and retains the right to
controvert in any subsequent proceedings other than proceedings to implement or enforce this
Settlement, the validity of the findings of facts, conclusions of law, and determinations in
Sections IV (Findings of Fact) and V (Conclusions of Law and Determinations) of this
Settlement. Respondent agrees to comply with and be bound by the terms of this Settlement and
further agrees that it will not contest the basis or validity of this Settlement or its terms. 
II.      PARTIES BOUND 
5.       This Settlement is binding upon EPA and upon Respondent and its successors and
assigns. Any change in ownership or corporate status of Respondent including, but not limited
to, any transfer of assets or real or personal property shall not alter Respondent's responsibilities
under this Settlement. 
6.       The undersigned representative of Respondent certifies that he or she is fully
authorized to enter into the terms and conditions of this Settlement and to execute and legally
bind Respondent to this Settlement. 
7.       Respondent shall provide written notice of this Settlement to each contractor hired
to perform the Work required by this Settlement and to each person representing Respondent

with respect to the Site or the Work. Respondent's contractors shall provide written notice of the
Settlement to all subcontractors hired to perform any portion of the Work required by this 
Settlement. Respondent shall be responsible for ensuring that its contractors and subcontractors
perform the Work in accordance with the terms of this Settlement and shall be responsible for
any violations of this Settlement committed by its contractors and sub-contractors. 
III.     DEFINITIONS 
8.       Unless otherwise expressly provided in this Settlement, terms used in this
Settlement that are defined in CERCLA or in regulations promulgated under CERCLA shall
have the meaning assigned to them in CERCLA or in such regulations. Whenever terms listed
below are used in this Settlement or its attached appendices, the following definitions shall
apply: 
"Action Memorandum" shall mean the Action Memorandum relating to Terminal 25
issued by EPA, and all attachments thereto. 
"Affected Property" shall mean all real property at Terminal 25 (defined below) and
any other real property where EPA determines, at any time, that access or land, water, or
other resource use restrictions are needed to implement the Work. 
"CERCLA" shall mean the Comprehensive Environmental Response, Compensation,
and Liability Act, as amended, 42 U.S.C.  9601-9675. 
"Day" or "day" shall mean a calendar day. In computing any period of time under
this Settlement, where the last day would fall on a Saturday, Sunday, or federal or State
holiday, the period shall run until the close of business of the next working day. 
"Effective Date" shall mean the effective date of this Settlement as provided in
Section XXX. 
"EPA" shall mean the United States Environmental Protection Agency and its
successor departments, agencies, or instrumentalities. 
"EPA Hazardous Substance Superfund" shall mean the Hazardous Substance
Superfund established by the Internal Revenue Code, 26 U.S.C.  9507. 
"Ecology" shall mean the Washington State Department of Ecology and any
successor departments or agencies of the State. 
"Future Response Costs" shall mean all costs, including, but not limited to, direct
and indirect costs, that EPA incurs in reviewing or developing deliverables submitted
pursuant to this Settlement, in overseeing implementation of the Work, or otherwise
implementing, overseeing, or enforcing this Settlement, including but not limited to, payroll
costs, contractor costs, travel costs, laboratory costs, the costs incurred pursuant to Section
IX (Property Requirements) (including, but not limited to, cost of attorney time and any
monies paid to secure or enforce access or land, water, or other resource use restrictions,
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including, but not limited to, the amount of just compensation), Section XIII (Emergency
Response and Notification of Releases), Paragraph 73 (Work Takeover), Paragraph 96 
(Access to Financial Assurance), Paragraph 23 (Community Involvement Plan) including,
but not limited to, the costs of any technical assistance grant under Section 117(e) of
CERCLA, 42 U.S.C.  9617(e), Section XV (Dispute Resolution), and all litigation costs 
related to implementation or enforcement of this Settlement. Future Response Costs shall
also include Agency for Toxic Substances and Disease Registry (ATSDR) costs regarding
Terminal 25. 
"Harbor Island Special Account" shall mean the special account within the EPA
Hazardous Substance Superfund, established for the Site by EPA pursuant to Section
122(b)(3) of CERCLA, 42 U.S.C.  9622(b)(3), and a prior settlement agreement. 
"Interest" shall mean interest at the rate specified for interest on investments of the EPA
Hazardous Substance Superfund established by 26 U.S.C.  9507, compounded annually on
October 1 of each year, in accordance with 42 U.S.C.  9607(a). The applicable rate of interest
shall be the rate in effect at the time the interest accrues. The rate of interest is subject to change on
October 1 of each year. Rates are available online at https://www.epa.gov/superfund/superfund-
interest-rates. 
"National Contingency Plan" or "NCP" shall mean the National Oil and Hazardous
Substances Pollution Contingency Plan promulgated pursuant to Section 105 of CERCLA,
42 U.S.C.  9605, codified at 40 C.F.R. Part 300, and any amendments thereto. 
"Non-Settling Owner" shall mean any person, other than Respondent, that owns or
controls any Affected Property. The clause "Non-Settling Owner's Affected Property"
means Affected Property owned or controlled by Non-Settling Owner. 
"Owner Respondent" shall mean the Port of Seattle. The clause "Owner
Respondent's Affected Property" means Affected Property owned or controlled by Owner
Respondent. 
"Paragraph" shall mean a portion of this Settlement identified by an Arabic numeral
or an upper or lower case letter. 
"Parties" shall mean EPA and Respondent. 
"Post-Removal Site Control" shall mean actions necessary to ensure the
effectiveness and integrity of the removal action to be performed pursuant to this Settlement 
consistent with Sections 300.415(l) and 300.5 of the NCP, 40 C.F.R.  300.415(l) and
300.5, and "Policy on Management of Post-Removal Site Control" (OSWER Directive No.
9360.2-02, Dec. 3, 1990). 
"RCRA" shall mean the Solid Waste Disposal Act, as amended, 42 U.S.C.  6901-
6992 (also known as the Resource Conservation and Recovery Act). 
"Respondent" shall mean the Port of Seattle. 
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"Section" shall mean a portion of this Settlement identified by a Roman numeral. 
"Settlement" shall mean this Administrative Settlement Agreement and Order on
Consent and all appendices attached hereto listed in Section XXIX 
(Integration/Appendices)). In the event of conflict between this Settlement and any
appendix, this Settlement shall control. 
"State" shall mean the State of Washington. 
"Statement of Work" or "SOW" shall mean the document describing the activities
Respondent must perform to implement the Work pursuant to this Settlement, as set forth in
Appendix B, and any modifications made thereto in accordance with this Settlement. 
"Terminal 25" or "T-25" shall mean the upland area and in-water sediments 
encompassing approximately 10 acres, generally located at the southwestern portion of
parcel number 7666207905, 2917 East Marginal Way S, in the City of Seattle, King County,
Washington, as depicted on the map attached as Appendix A. 
"Transfer" shall mean to sell, assign, convey, lease, mortgage, or grant a security
interest in, or where used as a noun, a sale, assignment, conveyance, or other disposition of
any interest by operation of law or otherwise. 
"United States" shall mean the United States of America and each department,
agency, and instrumentality of the United States, including EPA. 
"Waste Material" shall mean (a) any "hazardous substance" under Section 101(14) of
CERCLA, 42 U.S.C.  9601(14); (b) any pollutant or contaminant under Section 101(33) of
CERCLA, 42 U.S.C.  9601(33); (c) any "solid waste" under Section 1004(27) of RCRA,
42 U.S.C.  6903(27); and (d) any "hazardous substance" under the Washington State
Model Toxics Control Act, Revised Code of Washington (RCW) Chapter 70A.305. 
"Work" shall mean all activities and obligations Respondent is required to perform
under this Settlement except those required by Section XI (Record Retention). 
IV.    FINDINGS OF FACT 
9.       EPA makes the following findings of fact: 
a.    The Harbor Island Superfund Site encompasses a man-made industrial
island of over 400 acres in the City of Seattle and associated sediments surrounding the island
within Elliot Bay at the mouth of the Lower Duwamish Waterway. Harbor Island was created
with, among other materials, dredged materials from a widening and straightening of the Lower
Duwamish River by the United States Army Corps of Engineers, completed in 1911. 
b.    The EWOU consists of contaminated sediments off the eastern shore of
Harbor Island, and associated sources to the extent necessary to control those sources. The

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EWOU is one of seven Harbor Island Superfund Site OUs. Remedial actions have been selected
by EPA and have been implemented by various parties for all of the OUs except the EWOU. 
c.    Major activities at Harbor Island have included: port and rail transport;
petroleum product transfer and storage; secondary lead smelting; ship building, repair and
maintenance; lead and other metals fabrication; plating; metals reclamation and recycling; and
stormwater collection and discharge. Activities in the upland area at Terminal 25 may have
affected the sediments of Terminal 25 . 
d.    Pursuant to Section 105 of CERCLA, 42 U.S.C.  9605, EPA placed the Site
on the National Priorities List, set forth at 40 C.F.R. Part 300, Appendix B, by publication in the
Federal Register on September 8, 1983, 48 Fed. Reg. 40658. 
e.    Respondent is a Washington Port District, duly created under RCW Chapter
53. Respondent has owned and operated facilities along the eastern shore of Harbor Island and
has operated in the EWOU. Respondent owns the upland area of Terminal 25 and a portion of
the submerged land at Terminal 25. The Washington State Department of Natural Resources
owns the remaining area of submerged land at Terminal 25. 
f.    An island-wide (except for the Lockheed Shipyard Upland and Petroleum
Tank Farm OUs) remedial investigation and feasibility study (RI/FS), including sediments, was
conducted by EPA in the late 1980s and early 1990s. Supplemental sediment data was collected
by various parties under the oversight and direction of EPA in the late 1990s. Respondent
performed a removal of 200,000 cubic yards of highly contaminated sediments in the EWOU
pursuant to the Administrative Order on Consent, CERCLA Docket No. 10-2003-0166, that was
issued by EPA on September 9. 2003. Respondent also performed a Supplemental RI/FS of the
EWOU pursuant to an Administrative Settlement Agreement and Order on Consent, CERCLA
Docket No. 10-2007-0030, that was issued by EPA on October 11, 2006. 
g.    Prior investigations show that there is contamination in the sediments of
Terminal 25 that includes, but is not limited to, polychlorinated biphenyls (PCBs), poly-aromatic
hydrocarbons (PAHs), mercury and other metals, and organic compounds. 
h.    Respondent has collected preliminary soil data from the upland portion of
Terminal 25. This data shows there is PCB contamination in the soil of the upland portion of
Terminal 25. 
i.     EPA is preparing to issue a Proposed Plan which will set forth the preferred
remedial action alternative for the cleanup of sediments in the EWOU. Respondent and the
Natural Resource Trustees (Trustees) are engaged in negotiations to settle claims of natural
resource damages for the Site. As a possible consequence of those negotiations, Respondent may
agree to perform a habitat restoration project within Terminal 25. In advance of that project,
there would need to be a cleanup of the sediments and soil within the area of Terminal 25. A
removal action for the Terminal 25 portion of the EWOU performed in advance of the eventual
remedial action for other areas of the EWOU would provide for a cleanup of contamination in
advance of a habitat restoration project.

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V.     CONCLUSIONS OF LAW AND DETERMINATIONS 
10.     Based on the Findings of Fact set forth above, and the administrative record, EPA
has determined, and Respondent neither admits nor denies, that: 
a.       Terminal 25 is a "facility" as defined by Section 101(9) of CERCLA, 42
U.S.C.  9601(9). 
b.       The contamination found at Terminal 25, as identified in the Findings of
Fact above, includes "hazardous substances" as defined by Section 101(14) of CERCLA,
42 U.S.C.  9601(14). 
c.       Respondent is a "person" as defined by Section 101(21) of CERCLA, 42
U.S.C.  9601(21). 
d.       Respondent is a responsible party under Sections 106(a) and 107(a) of
CERCLA, 42 U.S.C.  9607(a) & 9607(a), and is liable for the performance of response actions
and the payment of response costs incurred and to be incurred for Terminal 25. 
e.       The conditions described in the Findings of Fact above constitute an actual
or threatened "release" of a hazardous substance from Terminal 25 as defined by Section 101(22)
of CERCLA, 42 U.S.C.  9601(22). 
f.       The conditions described in the Findings of Fact above may constitute an
imminent and substantial endangerment to the public health or welfare or the environment
because of an actual or threatened release of a hazardous substance from the facility within the
meaning of Section 106(a) of CERCLA, 42 U.S.C.  9606(a). 
g.       The removal action required by this Settlement is necessary to protect the
public health, welfare, or the environment and, if carried out in compliance with the terms of this
Settlement, will be consistent with the NCP, as provided in Section 300.700(c)(3)(ii) of the NCP,
40 C.F.R.  300.700(c)(3)(ii). 
VI.    SETTLEMENT AGREEMENT AND ORDER 
11.     Based upon the Findings of Fact and Conclusions of Law and Determinations set
forth above, and the administrative record, it is hereby Ordered and Agreed that Respondent shall
comply with all provisions of this Settlement, including, but not limited to, all appendices to this
Settlement and all documents incorporated by reference into this Settlement. 
VII.   DESIGNATION OF CONTRACTOR, PROJECT COORDINATOR, AND ONSCENE
COORDINATOR 
12.     Respondent shall retain one or more contractors or subcontractors to perform the
Work and shall notify EPA of the names, contact information, and qualifications of such
contractors or subcontractors within 90 days after the Effective Date of this Settlement. 
Respondent shall also notify EPA of the names, contact information, and qualifications of any
6

other contractors or subcontractors retained to perform the Work at least 14 days prior to
commencement of such Work. EPA retains the right to disapprove of any or all of the contractors
and/or subcontractors retained by Respondent. If EPA disapproves of a selected contractor or
subcontractor, Respondent shall retain a different contractor or subcontractor and shall notify
EPA of that contractor's or subcontractor's name, title, contact information, and qualifications
within 90 days after EPA's disapproval. With respect to any proposed contractor, Respondent
shall demonstrate that the proposed contractor demonstrates compliance with ASQ/ANSI
E4:2014 "Quality management systems for environmental information and technology programs
Requirements with guidance for use" (American Society for Quality, February 2014), by
submitting a copy of the proposed contractor's Quality Management Plan (QMP). The QMP
should be prepared in accordance with "EPA Requirements for Quality Management Plans
(QA/R-2)" (EPA/240/B-01/002, Reissued May 2006) or equivalent documentation as determined
by EPA. 
13.     Within 7 days after the Effective Date, Respondent shall designate a Project
Coordinator who shall be responsible for administration of all actions by Respondent required by
this Settlement and shall submit to EPA the designated Project Coordinator's name, title,
address, telephone number, email address, and qualifications. To the greatest extent possible, the
Project Coordinator shall be present at Terminal 25 or readily available during the on-site Work. 
EPA retains the right to disapprove of the designated Project Coordinator. If EPA disapproves of
the designated Project Coordinator, Respondent shall retain a different Project Coordinator and
shall notify EPA of that person's name, title, contact information, and qualifications within 14 
days following EPA's disapproval. Notice or communication relating to this Settlement from
EPA to Respondent's Project Coordinator shall constitute notice or communication to 
Respondent.
14.     EPA has designated Ravi Sanga of the Superfund and Emergency Management
Division as its Remedial Project Manager/On-Scene Coordinator (RPM/OSC). Mr. Sanga's
contact information is as follows: 
Ravi Sanga 
U.S. Environmental Protection Agency, Region 10 
1200 Sixth Avenue, Suite 155, M/S 12-D12-1 
Seattle, Washington 98101 
(206) 553-4092 
sanga.ravi@epa.gov 
15.     EPA and Respondent shall have the right, subject to Paragraph 13, to change their
respective designated RPM/OSC or Project Coordinator. Respondents shall notify EPA 14 days
before such a change is made. The initial notification by Respondent may be made orally, but
shall be promptly followed by a written notice. All deliverables, notices, notifications, proposals,
reports, and requests specified in this Settlement must be in writing, unless otherwise specified,
7

and be submitted by email to the RPM/OSC. Any document that is equal to or greater than 8.5 by
11 inches in size must be provided in paper form to the RPM/OSC. 
16.     The RPM/OSC shall be responsible for overseeing Respondent's implementation
of this Settlement. The RPM/OSC shall have the authority vested in an RPM/OSC by the NCP,
including the authority to halt, conduct, or direct any Work required by this Settlement, or to
direct any other removal action undertaken at Terminal 25 or in the event this Settlement is later
amended to include a removal action. Absence of the RPM/OSC from Terminal 25 shall not be
cause for stoppage of work unless specifically directed by the RPM/OSC. 
VIII.  WORK TO BE PERFORMED 
17.     Respondent shall perform, at a minimum, all actions necessary to implement the
SOW, including, but not limited to, the performance of an Engineering Evaluation and Cost
Analysis (EE/CA). All response actions undertaken pursuant to this Settlement shall be
performed as described in the SOW and as approved by EPA. 
18.     For any regulation or guidance referenced in the Settlement, the reference will be
read to include any subsequent modification, amendment, or replacement of such regulation or
guidance. Such modifications, amendments, or replacements apply to the Work only after
Respondent receives notification from EPA of the modification, amendment, or replacement. 
19.     Work Plan and Implementation 
a.       In accordance with Paragraph 20 (Submission of Deliverables), and as
provided in the SOW, Respondent shall submit to EPA for approval a draft EE/CA Work Plan 
that includes a schedule for performance of the EE/CA. EPA may approve, disapprove, require
revisions to, or modify and approve the draft EE/CA Work Plan and schedule in whole or in part. 
If EPA requires revisions, Respondent shall submit a revised draft EE/CA Work Plan and
schedule within 30 days after receipt of EPA's notification of the required revisions. The revised
draft EE/CA Work Plan and schedule shall be prepared and submitted by Respondent in
accordance with all revisions specified by EPA. 
b.       Respondent shall implement the EE/CA Work Plan as approved in writing
by EPA in accordance with the schedule approved by EPA. Once approved by EPA, the EE/CA 
Work Plan, the schedule, and any subsequent modifications shall be incorporated into and
become fully enforceable under this Settlement. 
c.       Upon EPA approval of the EE/CA Work Plan and schedule, Respondent
shall commence implementation of the Work in accordance with the EE/CA Work Plan and 
schedule. Respondent shall not commence or perform any Work except in conformance with the
terms of this Settlement. 
d.       Unless otherwise provided in this Settlement, any additional deliverables
that require EPA approval under the SOW or this Settlement shall be reviewed and approved by
EPA in accordance with this Paragraph. 

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20.     Submission of Deliverables 
a.       General Requirements for Deliverables 
(1)     Except as otherwise provided in this Settlement, Respondent shall
direct all submissions required by this Settlement to the RPM/OSC at the address
provided in Paragraph 14. Respondent shall submit all deliverables required by
this Settlement, the attached SOW, or any approved work plan to EPA in
accordance with the applicable required schedule. 
(2)     Respondent shall submit all deliverables in electronic form.
Technical specifications for sampling and monitoring data and spatial data are
addressed in Paragraph 20.b. All other deliverables shall be submitted to EPA in
the form specified by the RPM/OSC. If any deliverable includes maps, drawings,
or other exhibits that are larger than 8.5 x 11 inches, Respondent shall also
provide EPA with paper copies of such exhibits. 
b.       Technical Specifications for Deliverables 
(1)     Sampling and monitoring data should be submitted in standard
Regional Electronic Data Deliverable (EDD) format. Other delivery methods may
be allowed if electronic direct submission presents a significant burden or as
technology changes. 
(2)     Spatial data, including spatially-referenced data and geospatial
data, should be submitted: (a) in the ESRI File Geodatabase format;(b) as
unprojected geographic coordinates in decimal degree format using North
American Datum 1983 (NAD83) or World Geodetic System 1984 (WGS84) as
the datum; and (c) consistent with OLEM Directive 9202.2-191, Geospatial
Superfund Site Data Definitions and Recommended Practices (November 29,
2017). If applicable, submissions should include the collection method(s).
Projected coordinates may optionally be included but must be documented.
Spatial data should be accompanied by metadata, and such metadata should be
compliant with the Federal Geographic Data Committee (FGDC) Content
Standard for Digital Geospatial Metadata and its EPA profile, the EPA Geospatial
Metadata Technical Specification. An add-on metadata editor for ESRI software,
the EPA Metadata Editor (EME), complies with these FGDC and EPA metadata
requirements and is available at https://www.epa.gov/geospatial/epa-metadata-
editor. 
(3)     Each file must include an attribute name for each site unit or subunit
submitted. Consult https://www.epa.gov/geospatial/geospatial-policies-and-
standards for any further available guidance on attribute identification and
naming. 
(4)     Spatial data submitted by Respondent does not, and is not intended
to, define the boundaries of the Site. 
9







21.     Health and Safety Plan. As part of the EE/CA Work Plan submittal, Respondent
shall submit for EPA review and comment a plan that ensures the protection of the public health
and safety during performance of on-site work under this Settlement. This plan shall be prepared
in accordance with "OSWER Integrated Health and Safety Program Operating Practices for
OSWER Field Activities," Pub. 9285.0-OlC (Nov. 2002), available on the NSCEP database at
https://www.epa.gov/nscep, and "EPA's Emergency Responder Health and Safety Manual," 
OSWER Directive 9285.3-12 (July 2005 and updates), available at
https://www.epaosc.org/_HealthSafetyManual/manual-index.htm. In addition, the plan shall
comply with all currently applicable Occupational Safety and Health Administration (OSHA)
regulations found at 29 C.F.R. Part 1910. If EPA determines that it is appropriate, the plan shall
also include contingency planning. Respondent shall incorporate all changes to the plan
recommended by EPA and shall implement the plan during the pendency of the removal action. 
22.     Quality Assurance, Sampling, and Data Analysis 
a.       Respondent shall use quality assurance, quality control, and other
technical activities and chain of custody procedures for all samples consistent with "EPA
Requirements for Quality Assurance Project Plans (QA/R5)" EPA/240/B-01/003 (March 2001,
reissued May 2006), "Guidance for Quality Assurance Project Plans (QA/G-5)" EPA/240/R-
02/009 (December 2002), and "Uniform Federal Policy for Quality Assurance Project Plans,"
Parts 1-3, EPA/505/B-04/900A-900C (March 2005). 
b.       In accordance with the schedule provided in the SOW, Respondent shall
submit a Sampling and Analysis Plan to EPA for review and approval. This plan shall consist of
a Field Sampling Plan (FSP) and a Quality Assurance Project Plan (QAPP) that is consistent
with the SOW Removal Work Plan, the NCP and applicable guidance documents, including, but
not limited to, "Guidance for Quality Assurance Project Plans (QA/G-5)" EPA/240/R-02/009
(December 2002), "EPA Requirements for Quality Assurance Project Plans (QA/R-5)" EPA
240/B-01/003 (March 2001, reissued May 2006), and "Uniform Federal Policy for Quality
Assurance Project Plans," Parts 1-3, EPA/505/B-04/900A-900C (March 2005). Upon its
approval by EPA, the Sampling and Analysis Plan shall be incorporated into and become
enforceable under this Settlement. 
c.       Respondent shall ensure that EPA and its authorized representatives are
allowed access at reasonable times to all laboratories utilized by Respondent in implementing
this Settlement. In addition, Respondent shall ensure that such laboratories analyze all samples
submitted pursuant to the QAPP for quality assurance, quality control, and technical activities
that will satisfy the stated performance criteria as specified in the QAPP and that sampling and
field activities are conducted in accordance with the Agency's "EPA QA Field Activities
Procedure," CIO 2105-P-02.1 (9/23/2014) available at http://www.epa.gov/irmpoli8/epa-qa-
field-activities-procedures. Respondent shall further ensure that the laboratories utilized for the
analysis of samples taken pursuant to this Settlement meet the competency requirements set forth
in EPA's "Policy to Assure Competency of Laboratories, Field Sampling, and Other
Organizations Generating Environmental Measurement Data under Agency-Funded
Acquisitions" available at http://www.epa.gov/measurements/documents-about-measurement-
competency-under-acquisition-agreements and that the laboratories perform all analyses
10






according to accepted EPA methods. Accepted EPA methods consist of, but are not limited to,
methods that are documented in the EPA's Contract Laboratory Program
(http://www.epa.gov/clp), SW 846 "Test Methods for Evaluating Solid Waste,
Physical/Chemical Methods" (https://www.epa.gov/hw-sw846), "Standard Methods for the
Examination of Water and Wastewater" (http://www.standardmethods.org/), 40 C.F.R. Part 136,
"Air Toxics - Monitoring Methods" (https://www.epa.gov/amtic/air-toxics-ambient-
monitoring#methods). 
d.       However, upon approval by EPA, Respondent may use other appropriate
analytical method(s), as long as (i) quality assurance/quality control (QA/QC) criteria are
contained in the method(s) and the method(s) are included in the QAPP, (ii) the analytical
method(s) are at least as stringent as the methods listed above, and (iii) the method(s) have been
approved for use by a nationally recognized organization responsible for verification and
publication of analytical methods, e.g., EPA, ASTM, NIOSH, OSHA, etc. Respondent shall
ensure that all laboratories they use for analysis of samples taken pursuant to this Settlement 
have a documented Quality System that complies with ASQ/ANSI E4:2014 "Quality
management systems for environmental information and technology programs - Requirements
with guidance for use" (American Society for Quality, February 2014), and "EPA Requirements
for Quality Management Plans (QA/R-2)" EPA/240/B-01/002 (March 2001, reissued May 2006),
or equivalent documentation as determined by EPA. EPA may consider Environmental Response
Laboratory Network (ERLN) laboratories, laboratories accredited under the National
Environmental Laboratory Accreditation Program (NELAP), or laboratories that meet
International Standardization Organization (ISO 17025) standards or other nationally recognized
programs as meeting the Quality System requirements. Respondent shall ensure that all field
methodologies utilized in collecting samples for subsequent analysis pursuant to this Settlement 
are conducted in accordance with the procedures set forth in the QAPP approved by EPA. 
e.       Upon request, Respondent shall provide split or duplicate samples to EPA
or its authorized representatives. Respondent shall notify EPA not less than 7 days in advance of
any sample collection activity unless shorter notice is agreed to by EPA. In addition, EPA shall
have the right to take any additional samples that EPA deems necessary. Upon request, EPA
shall provide to Respondent split or duplicate samples of any samples it takes as part of EPA's
oversight of Respondent's implementation of the Work. 
f.       Respondent shall submit to EPA the results of all sampling and/or tests or
other data obtained or generated by or on behalf of Respondent with respect to the Terminal 25 
Site and/or the implementation of this Settlement. 
g.       Respondent waives any objections to any data gathered, generated, or
evaluated by EPA or Respondent in the performance or oversight of the Work that has been
verified according to the QA/QC procedures required by the Settlement or any EPA-approved
Work Plans or Sampling and Analysis Plans. If Respondent objects to any other data relating to
the Work, Respondent shall submit to EPA a report that specifically identifies and explains its
objections, describes the acceptable uses of the data, if any, and identifies any limitations to the
use of the data. The report must be submitted to EPA within 15 days after the monthly progress
report containing the data. 
11

23.     Community Involvement Plan. EPA intends to use the EWOU community
involvement plan to include the public in Work related to this Settlement. If requested by EPA,
Respondent shall participate in community involvement activities, including participation in (1)
the preparation of information regarding the Work for dissemination to the public, with
consideration given to including mass media and/or Internet notification, and (2) public meetings
that may be held or sponsored by EPA to explain activities at or relating to Terminal 25.
Respondent's support of EPA's community involvement activities may include providing online
access to initial submissions and updates of deliverables to (1) any community advisory groups,
(2) any technical assistance grant recipients and their advisors, and (3) other entities to provide
them with a reasonable opportunity for review and comment. All community involvement
activities conducted by Respondent at EPA's request are subject to EPA's oversight. Upon
EPA's request, Respondent shall establish a community information repository at or near the Site 
to house one copy of the administrative record. 
24.     Post-Removal Site Control. In accordance with the Removal Work Plan
schedule, or as otherwise directed by EPA, Respondent shall submit a proposal for Post-Removal
Site Control which shall include, but not be limited to, prohibitions against (a) activities that may
interfere with or compromise the effectiveness of the response actions undertaken at or near
Terminal 25; (b) land uses inconsistent with the protectiveness of the implemented response
actions; and (c) use of groundwater wells for consumptive purposes. Upon EPA approval,
Respondent shall either conduct Post-Removal Site Control activities, or obtain a written
commitment from another party for conduct of such activities, until such time as EPA determines
that no further Post-Removal Site Control is necessary. Respondent shall provide EPA with
documentation of all Post-Removal Site Control commitments. 
25.     Progress Reports. Respondent shall submit a written progress report to EPA
concerning actions undertaken pursuant to this Settlement on a monthly basis, or as otherwise
requested by EPA, from the date of receipt of EPA's approval of the EE/CA Work Plan until 
issuance of Notice of Completion of Work pursuant to Section XXVIII, unless otherwise
directed in writing by the RPM/OSC. These reports shall describe all significant developments
during the preceding period, including the actions performed and any problems encountered,
analytical data received during the reporting period, and the developments anticipated during the
next reporting period, including a schedule of actions to be performed, anticipated problems, and
planned resolutions of past or anticipated problems. 
26.     Final Report. Within 45 days after completion of all Work required by this
Settlement, other than continuing obligations listed in Paragraph 103 (Notice of Completion of
Work), Respondent shall submit for EPA review and approval a final report summarizing the
actions taken to comply with this Settlement. The final report shall conform, at a minimum, with
the requirements set forth in Section 300.165 of the NCP, 40 C.F.R  300.165, entitled "OSC
Reports." The final report shall include a good faith estimate of total costs or a statement of
actual costs incurred in complying with the Settlement, a listing of quantities and types of
materials removed off-site or handled on-site, a discussion of removal and disposal options
considered for those materials, a listing of the ultimate destination(s) of those materials, a
presentation of the analytical results of all sampling and analyses performed, and accompanying
appendices containing all relevant documentation generated during the removal action (e.g.,
12

manifests, invoices, bills, contracts, and permits). The final report shall also include the
following certification signed by a responsible corporate official of Respondent or Respondent's
Project Coordinator: 
"I certify under penalty of law that this document and all attachments were prepared
under my direction or supervision in accordance with a system designed to assure that
qualified personnel properly gather and evaluate the information submitted. Based on my
inquiry of the person or persons who manage the system, or those persons directly
responsible for gathering the information, the information submitted is, to the best of my
knowledge and belief, true, accurate, and complete. I have no personal knowledge that
the information submitted is other than true, accurate, and complete. I am aware that
there are significant penalties for submitting false information, including the possibility
of fine and imprisonment for knowing violations." 
27.     Off-Site Shipments 
a.       Respondent may ship hazardous substances, pollutants and contaminants 
from Terminal 25 to an off-site facility only if Respondent complies with Section 121(d)(3) of
CERCLA, 42 U.S.C.  9621(d)(3), and Section 300.440 of the NCP, 40 C.F.R.  300.440. 
Respondent will be deemed to be in compliance with Section 121(d)(3) of CERCLA, 42 U.S.C.
9621(d)(3), and Section 300.440 of the NCP, 40 C.F.R.  300.440, regarding a shipment if
Respondent obtains a prior determination from EPA that the proposed receiving facility for such
shipment is acceptable under the criteria of Section 300.440(b) of the NCP, 40 C.F.R. 
300.440(b). Respondent may ship Investigation Derived Waste (IDW) from Terminal 25 to an
off-site facility only if Respondent complies with EPA's "Guide to Management of Investigation
Derived Waste," OSWER 9345.3-03FS (Jan. 1992). 
b.       Respondent may ship Waste Material from Terminal 25 to an out-of-state
waste management facility only if, prior to any shipment, Respondent provides written notice to
the appropriate state environmental official in the receiving facility's state and to the RPM/OSC. 
This written notice requirement shall not apply to any off-site shipments when the total quantity
of all such shipments will not exceed ten cubic yards. The written notice must include the
following information, if available: (1) the name and location of the receiving facility; (2) the
type and quantity of Waste Material to be shipped; (3) the schedule for the shipment; and (4) the
method of transportation. Respondent also shall notify the state environmental official referenced
above and the RPM/OSC of any major changes in the shipment plan, such as a decision to ship
the Waste Material to a different out-of-state facility. Respondent shall provide the written notice
after the award of the contract for the removal action and before the Waste Material is shipped. 
IX.    PROPERTY REQUIREMENTS 
28.     Agreements Regarding Access and Non-Interference. Respondent shall, with
respect to any Non-Settling Owner's Affected Property, use best efforts to secure from such
Non-Settling Owner an agreement, enforceable by Respondent and EPA, providing that such
Non-Settling Owner, and Respondent shall, with respect to Non-Settling Owner's Affected
Property: (i) provide the EPA, Respondent, and their representatives, contractors, and

13

subcontractors with access at all reasonable times to such Affected Property to conduct any
activity regarding the Settlement, including those activities listed in Paragraph 28.a (Access
Requirements); and (ii) if EPA provides written notification regarding Non-Settling Owner's
and/or Settling Owner's Affected Property, refrain from using such Affected Property in any
manner that EPA determines will pose an unacceptable risk to human health or to the
environment due to exposure to Waste Material, or interfere with or adversely affect the
implementation, integrity, or protectiveness of the removal action, including the restrictions 
listed in Paragraph 28.b (Land, Water, or Other Resource Use Restrictions). Respondent shall
provide a copy of such access and use restriction agreement(s) to EPA. 
a.       Access Requirements. The following is a list of activities for which
access is required regarding the Affected Property: 
(1)     Monitoring the Work; 
(2)     Verifying any data or information submitted to the United States
[or the State]; 
(3)     Conducting investigations regarding contamination at or near the
Terminal 25; 
(4)     Obtaining samples; 
(5)     Assessing the need for, planning, implementing, or monitoring
response actions; 
(6)     Assessing implementation of quality assurance and quality control
practices as defined in the approved quality assurance quality control plan as
provided in the SOW or as defined in the approved QAPP; 
(7)     Implementing the Work pursuant to the conditions set forth in
Paragraph 73 (Work Takeover); 
(8)     Inspecting and copying records, operating logs, contracts, or other
documents maintained or generated by Respondent or its agents, consistent with
Section X (Access to Information); 
(9)     Assessing Respondent's compliance with the Settlement; 
(10)    Determining whether the Affected Property is being used in a
manner that is prohibited or restricted, or that may need to be prohibited or
restricted under the Settlement; and 
(11)    Implementing, monitoring, maintaining, reporting on, and
enforcing any land, water, or other resource use restrictions regarding the
Affected Property. 

14

b.       Land, Water, or Other Resource Use Restrictions. The following is a
list of land, water, or other resource use restrictions that EPA may determine to be applicable to
the Affected Property: 
(1)     Prohibiting activities which could interfere with the removal
action; 
(2)     Prohibiting use of contaminated groundwater; 
(3)     Prohibiting activities which could result in exposure to
contaminants in subsurface soils and groundwater; 
(4)     Ensuring that any new structures on the Affected Property will not
be constructed in the following manner which could interfere with the removal
action; and 
(5)     Ensuring that any new structures on the Affected Property will be
constructed in the following manner which will minimize potential risk of
inhalation of contaminants. 
29.     Best Efforts. As used in this Section, "best efforts" means the efforts that a
reasonable person in the position of Respondent would use so as to achieve the goal in a timely
manner, including the cost of employing professional assistance and the payment of reasonable
sums of money to secure access and/or use restriction agreements, as required by this Section. If
Respondent is unable to accomplish what is required through "best efforts" in a timely manner,
they shall notify EPA, and include a description of the steps taken to comply with the
requirements. If EPA deems it appropriate, it may assist Respondent, or take independent action,
in obtaining such access and/or use restrictions. All costs incurred by the United States in
providing such assistance or taking such action, including the cost of attorney time and the
amount of monetary consideration or just compensation paid, constitute Future Response Costs
to be reimbursed under Section XIV (Payment of Future Response Costs). 
30.     If EPA determines in a decision document prepared in accordance with the NCP
that institutional controls in the form of state or local laws, regulations, ordinances, zoning
restrictions, or other governmental controls or notices are needed, Respondent shall cooperate
with EPA's efforts to secure and ensure compliance with such institutional controls. 
31.     Respondent shall not transfer its Affected Property unless it has first secured
EPA's approval of, and transferee's consent to, an agreement that: (a) is enforceable by
Respondent and EPA; and (b) requires the transferee to provide access to and refrain from using
the Affected Property to the same extent as provided under Paragraph 28.a and, if applicable,
Paragraph 28.b. 
32.     In the event of any Transfer of the Affected Property, unless EPA otherwise
consents in writing, Respondent shall continue to comply with its obligations under the
Settlement, including their obligation to secure access and ensure compliance with any land,
water, or other resource use restrictions regarding the Affected Property. 

15

33.     Notice to Successors-in-Title 
a.       Respondent shall, within 15 days after receiving a request from EPA to
file a notice to successors in title, submit for EPA approval a notice to be filed regarding
Respondent's Affected Property in the appropriate land records. The notice must: (1) include a
proper legal description of the Affected Property; (2) provide notice to all successors-in-title that:
(i) the Affected Property is part of, or related to, the Terminal 25 Site; (ii) EPA has selected a
removal action for the Terminal 25 Site; and (iii) the Port has entered into an Administrative
Settlement Agreement and Order on Consent requiring implementation of that removal action;
and (3) identify the name, docket number, and effective date of this Settlement. Respondent shall
record the notice within 10 days after EPA's approval of the notice and submit to EPA, within 10
days thereafter, a certified copy of the recorded notice. 
b.       Respondent shall, prior to entering into a contract to Transfer its Affected
Property, or 60 days prior to Transferring its Affected Property, whichever is earlier: 
(1)     Notify the proposed transferee that EPA has selected a removal 
action regarding the Site, that potentially responsible parties have entered into an
Administrative Settlement Agreement and Order on Consent requiring 
implementation of such removal action, (identifying the name, docket number,
and the effective date of this Settlement); and 
(2)     Notify EPA of the name and address of the proposed transferee
and provide EPA with a copy of the above notice that it provided to the proposed
transferee. 
34.     Notwithstanding any provision of the Settlement, EPA retains all of its access
authorities and rights, as well as all of its rights to require land, water, or other resource use
restrictions, including enforcement authorities related thereto under CERCLA, RCRA, and any
other applicable statute or regulations. 
X.     ACCESS TO INFORMATION 
35.     Respondent shall provide to EPA, upon request, copies of all records, reports,
documents, and other information (including records, reports, documents, and other information
in electronic form) (hereinafter referred to as "Records") within Respondent's possession or
control or that of its contractors or agents relating to activities at Terminal 25 or to the
implementation of this Settlement, including, but not limited to, sampling, analysis, chain of
custody records, manifests, trucking logs, receipts, reports, sample traffic routing,
correspondence, or other documents or information regarding the Work. Respondent shall also
make available to EPA, for purposes of investigation, information gathering, or testimony, its 
employees, agents, or representatives with knowledge of relevant facts concerning the
performance of the Work. 


16

36.     Privileged and Protected Claims 
a.       Respondent may assert all or part of a Record requested by EPA is
privileged or protected as provided under federal law, in lieu of providing the Record, provided
Respondent complies with Paragraph 36.b, and except as provided in Paragraph 36.c. 
b.       If Respondent asserts such a privilege or protection, Respondent shall
provide EPA with the following information regarding such Record: its title; its date; the name,
title, affiliation (e.g., company or firm), and address of the author, of each addressee, and of each
recipient; a description of the Record's contents; and the privilege or protection asserted. If a
claim of privilege or protection applies only to a portion of a Record, Respondent shall provide
the Record to EPA in redacted form to mask the privileged or protected portion only. Respondent
shall retain all Records that they claim to be privileged or protected until EPA has had a
reasonable opportunity to dispute the privilege or protection claim and any such dispute has been
resolved in Respondent's favor. 
c.       Respondent may make no claim of privilege or protection regarding: 
(1) any data regarding the Site, including, but not limited to, all sampling, analytical, monitoring,
hydrogeologic, scientific, chemical, radiological, or engineering data, or the portion of any other 
Record that evidences conditions at or around the Site; or (2) the portion of any Record that
Respondent is required to create or generate pursuant to this Settlement. 
37.     Business Confidential Claims. Respondent may assert that all or part of a
Record provided to EPA under this Section or Section XI (Record Retention) is business
confidential to the extent permitted by and in accordance with Section 104(e)(7) of CERCLA, 42
U.S.C.  9604(e)(7), and 40 C.F.R.  2.203(b). Respondent shall segregate and clearly identify
all Records or parts thereof submitted under this Settlement for which Respondent asserts 
business confidentiality claims. Records that Respondent claims to be confidential business
information will be afforded the protection specified in 40 C.F.R. Part 2, Subpart B. If no claim
of confidentiality accompanies Records when they are submitted to EPA, or if EPA has notified
Respondent that the Records are not confidential under the standards of Section 104(e)(7) of
CERCLA, 42 U.S.C.  9604(e)(7), or 40 C.F.R. Part 2, Subpart B, the public may be given
access to such Records without further notice to Respondent. 
38.     Notwithstanding any provision of this Settlement, EPA retains all of its
information gathering and inspection authorities and rights, including enforcement actions 
related thereto, under CERCLA, RCRA, and any other applicable statutes or regulations. 
XI.    RECORD RETENTION 
39.      Until ten (10) years after EPA provides Respondent with notice, pursuant to
Section XXVIII (Notice of Completion of Work), that all Work has been fully performed in
accordance with this Settlement, Respondent shall preserve and retain all non-identical copies of
Records (including Records in electronic form) now in its possession or control, or that come
into its possession or control, that relate in any manner to their liability under CERCLA with
regard to the Site, provided, however, that Respondent must retain, in addition, all Records that
relate to the liability of any other person under CERCLA with respect to the Site. Respondent 
17

must also retain, and instruct its contractors and agents to preserve, for the same period of time
specified above all non-identical copies of the last draft or final version of any Records
(including Records in electronic form) now in its possession or control or that come into its 
possession or control that relate in any manner to the performance of the Work, provided,
however, that Respondent (and its contractors and agents) must retain, in addition, copies of all
data generated during the performance of the Work and not contained in the aforementioned
Records required to be retained. Each of the above record retention requirements shall apply
regardless of any organizational retention policy to the contrary. 
40.     At the conclusion of the document retention period, Respondent shall notify EPA
at least 90 days prior to the destruction of any such Records, and, upon request by EPA, and
except as provided in Paragraph 36 (Privileged and Protected Claims), Respondent shall deliver
any such Records to EPA. 
41.     Respondent certifies that, to the best of its knowledge and belief, after thorough
inquiry, it has not altered, mutilated, discarded, destroyed, or otherwise disposed of any Records
(other than identical copies) relating to its potential liability regarding the Site since notification
of potential liability by EPA and that it has fully complied with any and all EPA requests for
information regarding the Site pursuant to Sections 104(e) and 122(e) of CERCLA, 42 U.S.C. 
9604(e) and 9622(e), and Section 3007 of RCRA, 42 U.S.C.  6927. 
XII.   COMPLIANCE WITH OTHER LAWS 
42.     Nothing in this Settlement limits Respondent's obligations to comply with the
requirements of all applicable state and federal laws and regulations, except as provided in
Section 121(e) of CERCLA, 42 U.S.C.  9621(e), and Section 300.400(e) and 300.415(j) of the
NCP, 40 C.F.R.  300.400(e) and 300.415(j). In accordance with 40 C.F.R.  300.415(j), all onsite
actions required pursuant to this Settlement shall, to the extent practicable, as determined by
EPA, considering the exigencies of the situation, attain applicable or relevant and appropriate
requirements (ARARs) under federal environmental or state environmental or facility siting
laws. 
43.     No local, state, or federal permit shall be required for any portion of the Work
conducted entirely on-site (i.e., within the areal extent of contamination or in very close
proximity to the contamination and necessary for implementation of the Work), including
studies, if the action is selected and carried out in compliance with Section 121 of CERCLA,
42 U.S.C.  9621. Where any portion of the Work that is not on-site requires a federal or state
permit or approval, Respondent shall submit timely and complete applications and take all other
actions necessary to obtain and to comply with all such permits or approvals. Respondent may
seek relief under the provisions of Section XVI (Force Majeure) for any delay in the
performance of the Work resulting from a failure to obtain, or a delay in obtaining, any permit or
approval required for the Work, provided that Respondent has submitted timely and complete
applications and taken all other actions necessary to obtain all such permits or approvals. This
Settlement is not, and shall not be construed to be, a permit issued pursuant to any federal or
state statute or regulation. 

18

XIII.  EMERGENCY RESPONSE AND NOTIFICATION OF RELEASES 
44.     Emergency Response. If any event occurs during performance of the Work that
causes or threatens to cause a release of Waste Material on, at, or from Terminal 25 that either
constitutes an emergency situation or that may present an immediate threat to public health or
welfare or the environment, Respondent shall immediately take all appropriate action to prevent,
abate, or minimize such release or threat of release. Respondent shall take these actions in
accordance with all applicable provisions of this Settlement, including, but not limited to, the
Health and Safety Plan. Respondent shall also immediately notify the RPM/OSC or, in the event
of his/her unavailability, the Regional Duty Officer at 1-(800) 424-4372 or 1-(206) 553-4973 of
the incident or site conditions. In the event that Respondent fails to take appropriate response
action as required by this Paragraph, and EPA takes such action instead, Respondent shall
reimburse EPA for all costs of such response action not inconsistent with the NCP pursuant to
Section XIV (Payment of Future Response Costs). 
45.     Release Reporting. Upon the occurrence of any event during performance of the
Work that Respondent is required to report pursuant to Section 103 of CERCLA, 42 U.S.C.
9603, or Section 304 of the Emergency Planning and Community Right-to-know Act
(EPCRA), 42 U.S.C.  11004, Respondent shall immediately orally notify the RPM/OSC or, in
the event of his/her unavailability, the Regional Duty Officer at 1-(800) 424-4372 or 1-(206)
553-4973, and the National Response Center at (800) 424-8802. This reporting requirement is in
addition to, and not in lieu of, reporting under Section 103 of CERCLA, 42 U.S.C.  9603, and
Section 304 of EPCRA, 42 U.S.C.  11004. 
46.     For any event covered under this Section, Respondent shall submit a written
report to EPA within 7 days after the onset of such event, setting forth the action or event that
occurred and the measures taken, and to be taken, to mitigate any release or threat of release or
endangerment caused or threatened by the release and to prevent the reoccurrence of such a
release or threat of release. 
XIV.  PAYMENT OF FUTURE RESPONSE COSTS 
47.     Payments for Future Response Costs. Respondent shall pay to EPA all Future
Response Costs not inconsistent with the NCP. 
a.       Periodic Bills. On a periodic basis, EPA will send Respondent a bill
requiring payment that includes a Superfund Cost Recovery Package Imaging and On-Line
System (SCORPIOS) report, which includes direct and indirect costs incurred by EPA, its
contractors, subcontractors, and the United States Department of Justice. Respondent shall make
all payments within 30 days after Respondent's receipt of each bill requiring payment, except as
otherwise provided in Paragraph 49 (Contesting Future Response Costs). EPA may, if requested
by Respondent, provide Respondent with the work performed documentation supporting the bill
to the extent that such information is not subject ot a claim of privilege, confidential business
information, or personal identified information. Nonetheless, payment by Respondent is due
within 30 days of receipt of each bill and accompanying SCORPIOS report. Respondent shall
make all payments and send notice of the payments, in accordance with the procedures under

19

Paragraph 47.b. To facilitate timely payment, Respondent prefers that EPA send the periodic
bills to: 
Port of Seattle Environmental Finance Department 
P.O. Box 1209 
Seattle, WA 98111-1209 
With copies provided by email to maritime.env.invoices@portseattle.org. 
b.       Respondent shall make all payments required by this Paragraph to EPA by
Electronic Funds Transfer (ETF) to: 
Federal Reserve Bank of New York 
ABA = 021030004 
Account = 68010727 
SWIFT address = FRNYUS33 
33 Liberty Street 
New York, NY 10045 
Field Tag 4200 of the Fedwire message should read "D 68010727 Environmental
Protection Agency" 
And shall reference Site/Spill ID Number 10TT and the EPA docket number for this Settlement. 
c.       Deposit of Future Response Costs Payments. The total amount to be
paid by Respondent pursuant to Paragraph 47.a (Periodic Bills) shall be deposited by EPA in the
Harbor Island Special Account to be retained and used to conduct or finance response actions at
or in connection with the Site, or to be transferred by EPA to the EPA Hazardous Substance
Superfund, provided, however, that EPA may deposit a Future Response Costs payment directly
into the EPA Hazardous Substance Superfund if, at the time the payment is received, EPA
estimates that the Harbor Island Special Account balance is sufficient to address currently 
anticipated future response actions to be conducted or financed by EPA at or in connection with
the Site. A decision by EPA to deposit a Future Response Costs payment directly into the EPA
Hazardous Substance Superfund for this reason shall not be subject to challenge by Respondent
pursuant to the dispute resolution provisions of this Settlement or in any other forum. 
48.     Interest. In the event that any payment for is not made by the date required,
Respondent shall pay Interest on the unpaid balance. The Interest on Future Response Costs shall
begin to accrue on the date of the bill. The Interest shall continue to accrue through the date of
Respondent's payment. Payments of Interest made under this Paragraph shall be in addition to
such other remedies or sanctions available to the United States by virtue of Respondent's failure
to make timely payments under this Section, including but not limited to, payment of stipulated
penalties pursuant to Section XVII (Stipulated Penalties). 
49.     Contesting Future Response Costs. Respondent may initiate the procedures of
Section XV (Dispute Resolution) regarding payment of any Future Response Costs billed under
Paragraph 47 (Payments for Future Response Costs) if Respondent determines that EPA has
20

made a mathematical error or included a cost item that is not within the definition of Future
Response Costs, or if Respondent believes EPA incurred excess costs as a direct result of an
EPA action that was inconsistent with a specific provision or provisions of the NCP. To initiate
such dispute, Respondent shall submit a Notice of Dispute in writing to the RPM/OSC within 30
days after receipt of the bill. Any such Notice of Dispute shall specifically identify the contested
Future Response Costs and the basis for objection. If Respondent submits a Notice of Dispute,
Respondent shall within the 30-day period, also as a requirement for initiating the dispute, (a)
pay all uncontested Future Response Costs to EPA in the manner described in Paragraph 47, and
(b) establish, in a duly chartered bank or trust company, an interest-bearing escrow account that
is insured by the Federal Deposit Insurance Corporation (FDIC) and remit to that escrow account
funds equivalent to the amount of the contested Future Response Costs. Respondent shall send to
the RPM/OSC a copy of the transmittal letter and check paying the uncontested Future Response
Costs, and a copy of the correspondence that establishes and funds the escrow account,
including, but not limited to, information containing the identity of the bank and bank account
under which the escrow account is established as well as a bank statement showing the initial
balance of the escrow account. If EPA prevails in the dispute, within 5 days after the resolution
of the dispute, Respondent shall pay the sums due (with accrued interest) to EPA in the manner
described in Paragraph 47.b. If Respondent prevail concerning any aspect of the contested costs,
Respondent shall pay that portion of the costs (plus associated accrued interest) for which
Respondent did not prevail to EPA in the manner described in Paragraph 47.b. Respondent shall
be disbursed any balance of the escrow account. The dispute resolution procedures set forth in
this Paragraph in conjunction with the procedures set forth in Section XV (Dispute Resolution)
shall be the exclusive mechanisms for resolving disputes under Respondent's obligation to
reimburse EPA for its Future Response Costs. 
XV.   DISPUTE RESOLUTION 
50.     Unless otherwise expressly provided for in this Settlement, the dispute resolution
procedures of this Section shall be the exclusive mechanism for resolving disputes arising under
this Settlement. The Parties shall attempt to resolve any disagreements concerning this
Settlement expeditiously and informally. 
51.     Informal Dispute Resolution. If Respondent objects to any EPA action taken
pursuant to this Settlement, including billings for Future Response Costs, Respondent shall send 
EPA a written Notice of Dispute describing the objection(s) within 7 days after such action. EPA
and Respondent shall have 21 days from EPA's receipt of Respondent's Notice of Dispute to
resolve the dispute through informal negotiations (the "Negotiation Period"). The Negotiation
Period may be extended at the sole discretion of EPA. Any agreement reached by the Parties
pursuant to this Section shall be in writing and shall, upon signature by the Parties, be
incorporated into and become an enforceable part of this Settlement. 
52.     Formal Dispute Resolution. If the Parties are unable to reach an agreement
within the Negotiation Period, Respondents shall, within 20 days after the end of the Negotiation
Period, submit a statement of position to the RPM/OSC. EPA may, within 20 days thereafter,
submit a statement of position. Thereafter, the Director of the EPA Region 10 Superfund and
Emergency Management Division or designee will issue a written decision on the dispute to
21

Respondent. EPA's decision shall be incorporated into and become an enforceable part of this
Settlement. Respondent shall fulfill the requirement that was the subject of the dispute in
accordance with the agreement reached or with EPA's decision, whichever occurs. 
53.     Except as provided in Paragraph 49 (Contesting Future Response Costs) or as
agreed by EPA, the invocation of formal dispute resolution procedures under this Section does 
not extend, postpone, or affect in any way any obligation of Respondent under this Settlement. 
Except as provided in Paragraph 63, stipulated penalties with respect to the disputed matter shall
continue to accrue, but payment shall be stayed pending resolution of the dispute. 
Notwithstanding the stay of payment, stipulated penalties shall accrue from the first day of
noncompliance with any applicable provision of this Settlement. In the event that Respondent
does not prevail on the disputed issue, stipulated penalties shall be assessed and paid as provided
in Section XVII (Stipulated Penalties). 
XVI.  FORCE MAJEURE 
54.     "Force Majeure" for purposes of this Settlement, is defined as any event arising
from causes beyond the control of Respondent, of any entity controlled by Respondent, or of
Respondent's contractors that delays or prevents the performance of any obligation under this
Settlement despite Respondent's best efforts to fulfill the obligation. The requirement that
Respondent exercise "best efforts to fulfill the obligation" includes using best efforts to
anticipate any potential force majeure and best efforts to address the effects of any potential
force majeure (a) as it is occurring and (b) following the potential force majeure such that the
delay and any adverse effects of the delay are minimized to the greatest extent possible. "Force
majeure" does not include financial inability to complete the Work, increased cost of
performance, or a failure to attain an EPA-approved performance standard. 
55.     If any event occurs or has occurred that may delay the performance of any
obligation under this Settlement for which Respondents intend or may intend to assert a claim of
force majeure, Respondent shall notify EPA's RPM/OSC orally or, in his or her absence, the
alternate EPA RPM/OSC, or, in the event both of EPA's designated representatives are
unavailable, the Director of the EPA Region 10 Superfund and Emergency Management 
Division, within 48 hours of when Respondent first knew that the event might cause a delay. 
Within 7 days thereafter, Respondent shall provide in writing to EPA an explanation and
description of the reasons for the delay; the anticipated duration of the delay; all actions taken or
to be taken to prevent or minimize the delay; a schedule for implementation of any measures to
be taken to prevent or mitigate the delay or the effect of the delay; Respondent's rationale for
attributing such delay to a force majeure; and a statement as to whether, in the opinion of
Respondent, such event may cause or contribute to an endangerment to public health or welfare,
or the environment. Respondent shall include with any notice all available documentation
supporting their claim that the delay was attributable to a force majeure. Respondent shall be
deemed to know of any circumstance of which Respondent, any entity controlled by Respondent,
or Respondent's contractors knew or should have known. Failure to comply with the above
requirements regarding an event shall preclude Respondent from asserting any claim of force
majeure regarding that event, provided, however, that if EPA, despite the late or incomplete
notice, is able to assess to its satisfaction whether the event is a force majeure under
22

Paragraph 54 and whether Respondent has exercised its best efforts under Paragraph 54, EPA
may, in its unreviewable discretion, excuse in writing Respondent's failure to submit timely or
complete notices under this Paragraph. 
56.     If EPA agrees that the delay or anticipated delay is attributable to a force majeure,
the time for performance of the obligations under this Settlement that are affected by the force
majeure will be extended by EPA for such time as is necessary to complete those obligations. An
extension of the time for performance of the obligations affected by the force majeure shall not,
of itself, extend the time for performance of any other obligation. If EPA does not agree that the
delay or anticipated delay has been or will be caused by a force majeure, EPA will notify
Respondent in writing of its decision. If EPA agrees that the delay is attributable to a force
majeure, EPA will notify Respondent in writing of the length of the extension, if any, for
performance of the obligations affected by the force majeure. 
57.     If Respondent elects to invoke the dispute resolution procedures set forth in
Section XV (Dispute Resolution), Respondent shall do so no later than 15 days after receipt of
EPA's notice. In any such proceeding, Respondent shall have the burden of demonstrating by a
preponderance of the evidence that the delay or anticipated delay has been or will be caused by a
force majeure, that the duration of the delay or the extension sought was or will be warranted
under the circumstances, that best efforts were exercised to avoid and mitigate the effects of the
delay, and that Respondent complied with the requirements of Paragraphs 54 and 55. If
Respondent carries this burden, the delay at issue shall be deemed not to be a violation by
Respondent of the affected obligation of this Settlement identified to EPA. 
58.     The failure by EPA to timely complete any obligation under the Settlement is not
a violation of the Settlement, provided, however, that if such failure prevents Respondent from
meeting one or more deadlines under the Settlement, Respondent may seek relief under this
Section. 
XVII. STIPULATED PENALTIES 
59.     Respondent shall be liable to EPA for stipulated penalties in the amounts set forth
in Paragraphs 60.a and 61 for failure to comply with the obligations specified in Paragraphs 60.b 
and 61, unless excused under Section XVI (Force Majeure). "Comply" as used in the previous
sentence includes compliance by Respondent with all applicable requirements of this Settlement,
within the deadlines established under this Settlement. 
60.     Stipulated Penalty Amounts  Work (Including Payments and Excluding
Deliverables). 
a.       The following stipulated penalties shall accrue per violation per day for
any noncompliance identified in Paragraph 60.b: 

Penalty Per Violation Per Day       Period of Noncompliance 

23

$750                              1st through 14th day 
$2,000                              15th through 30th day 
$4,000                              31st day and beyond 
b.       Compliance Milestones. Establishment and maintenance of financial
assurance in accordance with the timelines and other substantive and procedural requirements of
Section XXV (Financial Assurance) within 30 days of the Effective Date, paying Future
Response Costs on the date required by Section XIV (Payment of Future Response Costs),
initiating field sampling on the date approved by EPA, completing a field sampling on the date
approved by EPA, or submitting a field sampling report on the date approved by EPA. 
61.     Stipulated Penalty Amounts  Deliverables. The following stipulated penalties
shall accrue per violation per day for failure to submit timely or adequate deliverables pursuant
to this Settlement. 
Penalty Per Violation Per Day       Period of Noncompliance 
$750                          1st through 14th day 
$2,000                       15th through 30th day 
$4,000                          31st day and beyond 
62.     In the event that EPA assumes performance of a portion or all of the Work
pursuant to Paragraph 73 (Work Takeover), Respondent shall be liable for a stipulated penalty in
the amount selected by EPA that shall not exceed 33% of the cost of EPA's performance of the
takeover Work. Stipulated penalties under this Paragraph are in addition to the remedies 
available to EPA under Paragraphs 73 (Work Takeover) and 96 (Access to Financial Assurance). 
63.     All penalties shall begin to accrue on the day after the complete performance is
due or the day a violation occurs and shall continue to accrue through the final day of the
correction of the noncompliance or completion of the activity. Penalties shall continue to accrue
during any dispute resolution period, and shall be paid within 15 days after the agreement or the
receipt of EPA's decision or order. However, stipulated penalties shall not accrue: (a) with
respect to a deficient submission under Paragraph 19 (Work Plan and Implementation), during
the period, if any, beginning on the 31st day after EPA's receipt of such submission until the date
that EPA notifies Respondent of any deficiency; and (b) with respect to a decision by the EPA
Region 10 Director of the Superfund and Emergency Management Division or designee under
Paragraph 52 (Formal Dispute Resolution), during the period, if any, beginning on the 21st day
after the Negotiation Period begins until the date that the EPA Region 10 Director of the
Superfund and Emergency Management Division issues a final decision regarding such dispute. 
Nothing in this Settlement shall prevent the simultaneous accrual of separate penalties for
separate violations of this Settlement. 
64.     Following EPA's determination that Respondent has failed to comply with a
requirement of this Settlement, EPA may give Respondent written notification of the failure and
describe the noncompliance. EPA may send Respondent a written demand for payment of the
penalties. However, penalties shall accrue as provided in the preceding Paragraph regardless of
whether EPA has notified Respondent of a violation. 
24

65.     All penalties accruing under this Section shall be due and payable to EPA within
30 days after Respondent's receipt from EPA of a demand for payment of the penalties, unless
Respondent invokes the Dispute Resolution procedures under Section XV (Dispute Resolution)
within the 30-day period. All payments to EPA under this Section shall indicate that the payment
is for stipulated penalties and shall be made in accordance with Paragraph 47 (Payments for 
Future Response Costs). 
66.     If Respondent fails to pay stipulated penalties when due, Respondent shall pay
Interest on the unpaid stipulated penalties as follows: (a) if Respondent has timely invoked
dispute resolution such that the obligation to pay stipulated penalties has been stayed pending the
outcome of dispute resolution, Interest shall accrue from the date stipulated penalties are due
pursuant to Paragraph 62 until the date of payment; and (b) if Respondent fails to timely invoke
dispute resolution, Interest shall accrue from the date of demand under Paragraph 64 until the
date of payment. If Respondent fails to pay stipulated penalties and Interest when due, the United
States may institute proceedings to collect the penalties and Interest. 
67.     The payment of penalties and Interest, if any, shall not alter in any way
Respondent's obligation to complete the performance of the Work required under this
Settlement. 
68.     Nothing in this Settlement shall be construed as prohibiting, altering, or in any
way limiting the ability of EPA to seek any other remedies or sanctions available by virtue of
Respondent's violation of this Settlement or of the statutes and regulations upon which it is
based, including, but not limited to, penalties pursuant to Sections 106(b) and 122(l) of
CERCLA, 42 U.S.C.  9606(b) and 9622(l), and punitive damages pursuant to Section
107(c)(3) of CERCLA, 42 U.S.C.  9607(c)(3), provided however, that EPA shall not seek civil
penalties pursuant to Section 106(b) or Section 122(l) of CERCLA or punitive damages pursuant
to Section 107(c)(3) of CERCLA for any violation for which a stipulated penalty is provided in
this Settlement, except in the case of a willful violation of this Settlement or in the event that
EPA assumes performance of a portion or all of the Work pursuant to Paragraph 73 (Work
Takeover). 
69.     Notwithstanding any other provision of this Section, EPA may, in its
unreviewable discretion, waive any portion of stipulated penalties that have accrued pursuant to
this Settlement. 
XVIII. COVENANTS BY EPA 
70.     Except as provided in Section XIX (Reservations of Rights by EPA), EPA
covenants not to sue or to take administrative action against Respondent pursuant to Sections 106
and 107(a) of CERCLA, 42 U.S.C.  9606 and 9607(a), for the Work and Future Response
Costs. These covenants shall take effect upon the Effective Date. These covenants are
conditioned upon the complete and satisfactory performance by Respondent of its obligations
under this Settlement. These covenants extend only to Respondent and do not extend to any other
person. 

25

XIX.  RESERVATIONS OF RIGHTS BY EPA 
71.     Except as specifically provided in this Settlement, nothing in this Settlement shall
limit the power and authority of EPA or the United States to take, direct, or order all actions
necessary to protect public health, welfare, or the environment or to prevent, abate, or minimize
an actual or threatened release of hazardous substances, pollutants, or contaminants, or
hazardous or solid waste on, at, or from the Site. Further, nothing in this Settlement shall prevent
EPA from seeking legal or equitable relief to enforce the terms of this Settlement, from taking
other legal or equitable action as it deems appropriate and necessary, or from requiring
Respondent in the future to perform additional activities pursuant to CERCLA or any other
applicable law. 
72.     The covenants set forth in Section XVIII (Covenants by EPA) do not pertain to
any matters other than those expressly identified therein. EPA reserves, and this Settlement is
without prejudice to, all rights against Respondent with respect to all other matters, including,
but not limited to: 
a.       liability for failure by Respondent to meet a requirement of this
Settlement; 
b.       liability for costs not included within the definition of Future Response
Costs; 
c.       liability for performance of response action other than the Work; 
d.       criminal liability; 
e.       liability for violations of federal or state law that occur during or after
implementation of the Work; 
f.       liability for damages for injury to, destruction of, or loss of natural
resources, and for the costs of any natural resource damage assessments; 
g.       liability arising from the past, present, or future disposal, release or threat
of release of Waste Materials outside of Terminal 25; and 
h.       liability for costs incurred or to be incurred by the Agency for Toxic
Substances and Disease Registry related to the Site not paid as Future Response Costs under this
Settlement. 
73.     Work Takeover 
a.       In the event EPA determines that Respondent: (1) has ceased
implementation of any portion of the Work; (2) is seriously or repeatedly deficient or late in its 
performance of the Work; or (3) is implementing the Work in a manner that may cause an
endangerment to human health or the environment, EPA may issue a written notice ("Work
Takeover Notice") to Respondent. Any Work Takeover Notice issued by EPA (which writing
26

may be electronic) will specify the grounds upon which such notice was issued and will provide
Respondent a period of 3 days within which to remedy the circumstances giving rise to EPA's
issuance of such notice. 
b.       If, after expiration of the 3-day notice period specified in Paragraph 73.a,
Respondent has not remedied to EPA's satisfaction the circumstances giving rise to EPA's
issuance of the relevant Work Takeover Notice, EPA may at any time thereafter assume the
performance of all or any portion(s) of the Work as EPA deems necessary ("Work Takeover").
EPA will notify Respondent in writing (which writing may be electronic) if EPA determines that
implementation of a Work Takeover is warranted under this Paragraph 73.b. Funding of Work
Takeover costs is addressed under Paragraph 96 (Access to Financial Assurance). 
c.       Respondent may invoke the procedures set forth in Paragraph 52 (Formal
Dispute Resolution) to dispute EPA's implementation of a Work Takeover under Paragraph 73.b. 
However, notwithstanding Respondent's invocation of such dispute resolution procedures, and
during the pendency of any such dispute, EPA may in its sole discretion commence and continue
a Work Takeover under Paragraph 73.b until the earlier of (1) the date that Respondent remedies,
to EPA's satisfaction, the circumstances giving rise to EPA's issuance of the relevant Work
Takeover Notice, or (2) the date that a written decision terminating such Work Takeover is
rendered in accordance with Paragraph 52 (Formal Dispute Resolution). 
d.       Notwithstanding any other provision of this Settlement, EPA retains all
authority and reserves all rights to take any and all response actions authorized by law. 
XX.   COVENANTS BY RESPONDENT 
74.     Except as provided in Paragraph 78 below, Respondent covenants not to sue and
agree not to assert any claims or causes of action against the United States, or its contractors or
employees, with respect to the Work, Future Response Costs, and this Settlement, including, but
not limited to: 
a.       any direct or indirect claim for reimbursement from the EPA Hazardous
Substance Superfund through Sections 106(b)(2), 107, 111, 112, or 113 of CERCLA, 42 U.S.C.
9606(b)(2), 9607, 9611, 9612, or 9613, or any other provision of law; 
b.       any claims under Sections 107 and 113 of CERCLA, 42 U.S.C.  9607
and 9613, Section 7002(a) of RCRA, 42 U.S.C.  6972(a), or state law regarding the Work, 
Future Response Costs, and this Settlement; 
c.       any claim arising out of response actions at or in connection with the Site,
including any claim under the United States Constitution, the Washington State Constitution, the
Tucker Act, 28 U.S.C.  1491, the Equal Access to Justice Act, 28 U.S.C.  2412, or at common
law; or 
75.     Except as provided in Paragraph 79 (Waiver of Claims by Respondent), these
covenants not to sue shall not apply in the event the United States brings a cause of action or
issues an order pursuant to any of the reservations set forth in Section XIX (Reservations of
27

Rights by EPA), other than in Paragraph 72.a (liability for failure to meet a requirement of the
Settlement), 72.d (criminal liability), or 72.e (violations of federal/state law during or after
implementation of the Work), but only to the extent that Respondent's claims arise from the
same response action, response costs, or damages that the United States is seeking pursuant to
the applicable reservation. 
76.     Nothing in this Settlement shall be deemed to constitute approval or
preauthorization of a claim within the meaning of Section 111 of CERCLA, 42 U.S.C.  9611, or
Section 300.700(d) of the NCP, 40 C.F.R.  300.700(d). 
77.     Respondent reserves, and this Settlement is without prejudice to, claims against
the United States, subject to the provisions of Chapter 171 of Title 28 of the United States Code,
and brought pursuant to any statute other than CERCLA or RCRA and for which the waiver of
sovereign immunity is found in a statute other than CERCLA or RCRA, for money damages for
injury or loss of property or personal injury or death caused by the negligent or wrongful act or
omission of any employee of the United States, as that term is defined in 28 U.S.C.  2671, while
acting within the scope of his or her office or employment under circumstances where the United
States, if a private person, would be liable to the claimant in accordance with the law of the place
where the act or omission occurred. However, the foregoing shall not include any claim based on
EPA's selection of response actions, or the oversight or approval of Respondent's deliverables or
activities. 
78.     Notwithstanding any other provision of this Settlement, this Settlement shall not
have any effect on claims or causes of action that Respondent has or may have pursuant to
Section 113(f) of CERCLA, 42 U.S.C.  9613(f), against the United States on behalf of the
United States General Services Administration, the United States Coast Guard, and the United
States Department of Defense based on a claim that the United States is a potentially responsible
party pursuant to Section 107(a) of CERCLA, 42 U.S.C.  9607(a), relating to the Work, Future
Response Costs, and this Settlement. The United States Department of Defense shall mean the
United States Department of Defense as described in 10 U.S.C.  111 and its successor
departments, agencies, or instrumentalities. 
79.     Waiver of Claims by Respondent 
a.       Respondent agrees not to assert any claims and to waive all claims or
causes of action (including but not limited to claims or causes of action under Sections 107(a)
and 113 of CERCLA, 42 U.S.C.  9607(a) and 9613) that they may have: 
(1)     De Micromis Waiver. For all matters relating to Terminal 25 
against any person where the person's liability to Respondent with respect to the
Terminal 25 is based solely on having arranged for disposal or treatment, or for
transport for disposal or treatment, of hazardous substances at Terminal 25, or
having accepted for transport for disposal or treatment of hazardous substances at
the Terminal 25, if all or part of the disposal, treatment, or transport occurred
before April 1, 2001, and the total amount of material containing hazardous

28

substances contributed by such person to Terminal was less than 110 gallons of
liquid materials or 200 pounds of solid materials. 
(2)     De Minimis/Ability to Pay Waiver. For response costs relating to
Terminal 25 against any person that has entered or in the future enters into a final
CERCLA Section 122(g) de minimis settlement, or a final settlement based on
limited ability to pay, with EPA with respect to Terminal 25. 
b.       Exceptions to Waivers 
(1)     The waivers under this Paragraph 79 shall not apply with respect to
any defense, claim, or cause of action that Respondent may have against any 
person otherwise covered by such waivers if such person asserts a claim or cause
of action relating to Terminal 25 against Respondent. 
(2)     The waiver under Paragraph 79.a(1) (De Micromis Waiver) shall
not apply to any claim or cause of action against any person otherwise covered by
such waiver if EPA determines that: (i) the materials containing hazardous
substances contributed to Terminal 25 by such person contributed significantly or
could contribute significantly, either individually or in the aggregate, to the cost
of the response action or natural resource restoration at Terminal 25; or (ii) such 
person has failed to comply with any information request or administrative
subpoena issued pursuant to Section 104(e) or 122(e) of CERCLA, 42 U.S.C.
9604(e) or 9622(e), or Section 3007 of RCRA, 42 U.S.C.  6927, or has 
impeded or is impeding, through action or inaction, the performance of a response
action or natural resource restoration with respect to Terminal 25; or if (iii) such
person has been convicted of a criminal violation for the conduct to which the
waiver would apply and that conviction has not been vitiated on appeal or
otherwise. 
XXI.  OTHER CLAIMS 
80.     By issuance of this Settlement, the United States and EPA assume no liability for
injuries or damages to persons or property resulting from any acts or omissions of Respondent. 
The United States or EPA shall not be deemed a party to any contract entered into by
Respondent or its directors, officers, employees, agents, successors, representatives, assigns,
contractors, or consultants in carrying out actions pursuant to this Settlement. 
81.     Except as expressly provided in Paragraphs 79 (Waiver of Claims by Respondent) 
and Section XVIII (Covenants by EPA), nothing in this Settlement constitutes a satisfaction of or
release from any claim or cause of action against Respondent or any person not a party to this
Settlement, for any liability such person may have under CERCLA, other statutes, or common
law, including but not limited to any claims of the United States for costs, damages, and interest
under Sections 106 and 107 of CERCLA, 42 U.S.C.  9606 and 9607. 
82.     No action or decision by EPA pursuant to this Settlement shall give rise to any
right to judicial review, except as set forth in Section 113(h) of CERCLA, 42 U.S.C.  9613(h). 
29

XXII. EFFECT OF SETTLEMENT/CONTRIBUTION 
83.     Except as provided in Paragraph 79 (Waiver of Claims by Respondent), nothing
in this Settlement shall be construed to create any rights in, or grant any cause of action to, any
person not a Party to this Settlement. Except as provided in Section XX (Covenants by
Respondent), each of the Parties expressly reserves any and all rights (including, but not limited
to, pursuant to Section 113 of CERCLA, 42 U.S.C.  9613), defenses, claims, demands, and
causes of action which each Party may have with respect to any matter, transaction, or
occurrence relating in any way to Terminal 25 against any person not a Party hereto. Nothing in
this Settlement diminishes the right of the United States, pursuant to Section 113(f)(2) and (3) of
CERCLA, 42 U.S.C.  9613(f)(2)-(3), to pursue any such persons to obtain additional response
costs or response action and to enter into settlements that give rise to contribution protection
pursuant to Section 113(f)(2) of CERCLA 42 U.S.C.  9613(f)(2). 
84.     The Parties agree that this Settlement constitutes an administrative settlement
pursuant to which Respondent has, as of the Effective Date, resolved liability to the United
States within the meaning of Sections 113(f)(2) and 122(h)(4) of CERCLA, 42 U.S.C.
9613(f)(2) and 9622(h)(4), and is entitled, as of the Effective Date, to protection from
contribution actions or claims as provided by Sections 113(f)(2) and 122(h)(4) of CERCLA, or
as may be otherwise provided by law, for the "matters addressed" in this Settlement. The
"matters addressed" in this Settlement are the Work and Future Response Costs. 
85.     The Parties further agree that this Settlement constitutes an administrative
settlement pursuant to which Respondent has, as of the Effective Date, resolved liability to the
United States within the meaning of Section 113(f)(3)(B) of CERCLA, 42 U.S.C.
9613(f)(3)(B). 
86.     Respondent shall, with respect to any suit or claim brought by it for matters
related to this Settlement, notify EPA in writing no later than 60 days prior to the initiation of
such suit or claim. Respondent also shall, with respect to any suit or claim brought against it for
matters related to this Settlement, notify EPA in writing within 10 days after service of the
complaint or claim upon it. In addition, Respondent shall notify EPA within 10 days after service
or receipt of any Motion for Summary Judgment and within 10 days after receipt of any order
from a court setting a case for trial, for matters related to this Settlement. 
87.     In any subsequent administrative or judicial proceeding initiated by EPA, or by
the United States on behalf of EPA, for injunctive relief, recovery of response costs, or other
relief relating to Terminal 25, Respondent shall not assert, and may not maintain, any defense or
claim based upon the principles of waiver, res judicata, collateral estoppel, issue preclusion,
claim-splitting, or other defenses based upon any contention that the claims raised in the
subsequent proceeding were or should have been brought in the instant case; provided, however,
that nothing in this Paragraph affects the enforceability of the covenant by EPA set forth in
Section XVIII (Covenants by EPA). 


30

XXIII. INDEMNIFICATION 
88.     The United States does not assume any liability by entering into this Settlement or
by virtue of any designation of Respondent as EPA's authorized representative under
Section 104(e) of CERCLA, 42 U.S.C.  9604(e), and Section 300.400(d)(3) of the NCP, 40
C.F.R. 300.400(d)(3). Respondent shall indemnify, save, and hold harmless the United States, its
officials, agents, employees, contractors, subcontractors, and representatives for or from any and
all claims or causes of action arising from, or on account of, negligent or other wrongful acts or
omissions of Respondent, its officers, directors, employees, agents, contractors, or
subcontractors, and any persons acting on Respondent's behalf or under their control, in carrying
out activities pursuant to this Settlement. Further, Respondent agrees to pay the United States all
costs it incurs, including but not limited to attorneys' fees and other expenses of litigation and
settlement arising from, or on account of, claims made against the United States based on
negligent or other wrongful acts or omissions of Respondent, its officers, directors, employees,
agents, contractors, subcontractors, and any persons acting on their behalf or under their control,
in carrying out activities pursuant to this Settlement. The United States shall not be held out as a
party to any contract entered into by or on behalf of Respondent in carrying out activities
pursuant to this Settlement. Neither Respondent nor any such contractor shall be considered an
agent of the United States. 
89.     The United States shall give Respondent notice of any claim for which the United
States plans to seek indemnification pursuant to this Section and shall consult with Respondent
prior to settling such claim. 
90.     Respondent covenants not to sue and agree not to assert any claims or causes of
action against the United States for damages or reimbursement or for set-off of any payments
made or to be made to the United States, arising from or on account of any contract, agreement,
or arrangement between Respondent and any person for performance of work on or relating to
Terminal 25, including, but not limited to, claims on account of construction delays. In addition,
Respondent shall indemnify and hold harmless the United States with respect to any and all
claims for damages or reimbursement arising from or on account of any contract, agreement, or
arrangement between Respondent and any person for performance of Work on or relating to
Terminal 25, including, but not limited to, claims on account of construction delays. 
XXIV. INSURANCE 
91.     No later than 30 days before commencing any on-site Work, Respondent or its
contractor(s) shall secure, and shall maintain until the first anniversary after issuance of Notice
of Completion of Work pursuant to Section XXVIII (Notice of Completion of Work),
commercial general liability insurance with limits of liability of at least $1 million per
occurrence, automobile liability insurance with limits of liability of $1 million per accident, and
umbrella liability insurance with limits of liability of $5 million in excess of the required
commercial general liability and automobile liability limits, naming EPA as an additional insured
with respect to all liability arising out of the activities performed by or on behalf of Respondent
pursuant to this Settlement. In addition, for the duration of the Settlement, Respondent shall
provide EPA with certificates of such insurance and, upon request, a copy of each insurance

31


policy. Respondent shall resubmit such certificates and copies of policies each year on the
anniversary of the Effective Date. In addition, for the duration of the Settlement, Respondent
shall satisfy, or shall ensure that its contractors or subcontractors satisfy, all applicable laws and
regulations regarding the provision of worker's compensation insurance for all persons
performing the Work on behalf of Respondent in furtherance of this Settlement. If Respondent
demonstrates by evidence satisfactory to EPA that any contractor or subcontractor maintains
insurance equivalent to that described above, or insurance covering some or all of the same risks
but in a lesser amount, Respondent need provide only that portion of the insurance described
above that is not maintained by the contractor or subcontractor. 
XXV. FINANCIAL ASSURANCE 
92.     In order to ensure completion of the Work, Respondent shall secure financial
assurance, initially in the amount of $1,000,000 ("Estimated Cost of the Work"), for the benefit
of EPA. The financial assurance must be one or more of the mechanisms listed below, in a form
substantially identical to the relevant sample documents available from EPA or under the
"Financial Assurance - Settlements" category on the Cleanup Enforcement Model Language and
Sample Documents Database at https://cfpub.epa.gov/compliance/models/, and satisfactory to
EPA. Respondent may use multiple mechanisms if they are limited to surety bonds guaranteeing
payment, letters of credit, trust funds, and/or insurance policies. 
a.       A surety bond guaranteeing payment and/or performance of the Work that
is issued by a surety company among those listed as acceptable sureties on federal bonds as set
forth in Circular 570 of the U.S. Department of the Treasury; 
b.       An irrevocable letter of credit, payable to or at the direction of EPA, that is
issued by an entity that has the authority to issue letters of credit and whose letter-of-credit
operations are regulated and examined by a federal or state agency; 
c.       A trust fund established for the benefit of EPA that is administered by a
trustee that has the authority to act as a trustee and whose trust operations are regulated and
examined by a federal or state agency; 
d.       A policy of insurance that provides EPA with acceptable rights as a
beneficiary thereof and that is issued by an insurance carrier that has the authority to issue
insurance policies in the applicable jurisdiction(s) and whose insurance operations are regulated
and examined by a federal or state agency; 
e.       A demonstration by Respondent that it meets the financial test criteria of 
40 C.F.R.  264.143(f) and reporting requirements of this Section for the sum of the Estimated
Cost of the Work and the amounts, if any, of other federal, state, or tribal environmental
obligations financially assured through use of a financial test or guarantee; or 
f.       A guarantee to fund or perform the Work executed in favor of EPA by one
of the following: (1) a direct or indirect parent company of Respondent; or (2) a company that
has a "substantial business relationship" (as defined in 40 C.F.R.  264.141(h)) with Respondent; 
provided, however, that any company providing such a guarantee must demonstrate to EPA's
32

satisfaction that it meets the financial test criteria of 40 C.F.R.  264.141(f) and reporting
requirements of this Section for the sum of the Estimated Cost of the Work and the amounts, if
any, of other federal, state, or tribal environmental obligations financially assured through use of
a financial test or guarantee. 
93.     Respondent shall secure all executed and/or otherwise finalized mechanisms or
other documents consistent with the EPA-approved form of financial assurance and shall submit
such mechanisms and documents to the RPM/OSC at the address specified in Paragraph 14 with
a copy to Richard Mednick, Associate Regional Counsel at EPA Region 10, Office of Regional
Counsel, 1200 Sixth Avenue, Suite 155, Mail Stop 11-C07, Seattle, WA 98101. Respondent
shall submit the executed and/or otherwise finalized mechanisms or other documents consistent
with the EPA-approved form of financial assurance by June 30, 2022. 
94.     If Respondent provides financial assurance by means of a demonstration or
guarantee under Paragraph 92.e or 92.f, Respondent shall also comply and ensure that its
guarantors comply with the other relevant criteria and requirements of 40 C.F.R.  264.143(f)
and this Section, including, but not limited to: (a) the initial submission to EPA of required
documents from the affected entity's chief financial officer and independent certified public
accountant no later than June 30, 2022; (b) the annual resubmission of such documents by June
30th of each year; and (c) the notification of EPA no later than 30 days, in accordance with
Paragraph 93, after such entity determines that it no longer satisfies the relevant financial test
criteria and requirements set forth at 40 C.F.R.  264.143(f)(1). Respondent agrees that EPA may
also, based on a belief that an affected entity may no longer meet the financial test requirements
of Paragraph 92.e or 92.f, require reports of financial condition at any time from such entity in
addition to those specified in this Paragraph. For purpose of this Section, references in 40 C.F.R.
Part 64, Subpart H, to: (1) the terms "current closure cost estimate," "current post-closure cost
estimate," and "current plugging and abandonment cost estimate" include the Estimated Cost of
the Work; (2) the phrase "the sum of the current closure and post-closure cost estimates and the
current plugging and abandonment cost estimates" includes the sum of all environmental
obligations (including obligations under CERCLA, RCRA, and any other federal, state, or tribal
environmental obligation) guaranteed by such company or for which such company is otherwise
financially obligated in addition to the Estimated Cost of the Work under this Settlement; (3) the
terms "owner" and "operator" include Respondent making a demonstration or obtaining a
guarantee under Paragraph 92.e or 92.f ; and (4) the terms "facility" and "hazardous waste
management facility" include Terminal 25. 
95.     Respondent shall diligently monitor the adequacy of the financial assurance. If
Respondent becomes aware of any information indicating that the financial assurance provided
under this Section is inadequate or otherwise no longer satisfies the requirements of this Section,
Respondent shall notify EPA of such information within 7 days. If EPA determines that the
financial assurance provided under this Section is inadequate or otherwise no longer satisfies the
requirements of this Section, EPA will notify the Respondent of such determination. Respondent 
shall, within 30 days after notifying EPA or receiving notice from EPA under this Paragraph,
secure and submit to EPA for approval a proposal for a revised or alternative financial assurance
mechanism that satisfies the requirements of this Section. EPA may extend this deadline for such
time as is reasonably necessary for Respondent, in the exercise of due diligence, to secure and
33

submit to EPA a proposal for a revised or alternative financial assurance mechanism, not to
exceed 60 days. Respondent shall follow the procedures of Paragraph 97 (Modification of 
Amount, Form, or Terms of Financial Assurance) in seeking approval of, and submitting
documentation for, the revised or alternative financial assurance mechanism. Respondent's
inability to secure financial assurance in accordance with this Section does not excuse
performance of any other obligation under this Settlement. 
96.     Access to Financial Assurance 
a.       If EPA issues a notice of implementation of a Work Takeover under
Paragraph 73.b, then, in accordance with any applicable financial assurance mechanism, EPA is
entitled to: (1) the performance of the Work; and/or (2) require that any funds guaranteed be paid
in accordance with Paragraph 96.d. 
b.       If EPA is notified by the issuer of a financial assurance mechanism that it
intends to cancel the mechanism, and Respondent fails to provide an alternative financial
assurance mechanism in accordance with this Section at least 30 days prior to the cancellation
date, the funds guaranteed under such mechanism must be paid prior to cancellation in
accordance with Paragraph 96.d. 
c.       If, upon issuance of a notice of implementation of a Work Takeover under 
Paragraph 73.b, either: (1) EPA is unable for any reason to promptly secure the resources
guaranteed under any applicable financial assurance mechanism [and/or related standby funding
commitment], whether in cash or in kind, to continue and complete the Work; or (2) the financial
assurance is a demonstration or guarantee under Paragraph 92.e or 92.f, then EPA is entitled to
demand an amount, as determined by EPA, sufficient to cover the cost of the remaining Work to
be performed. Respondent shall, within 30 days of such demand, pay the amount demanded as
directed by EPA. 
d.       Any amounts required to be paid under this Paragraph 97 shall be, as
directed by EPA: (i) paid to EPA in order to facilitate the completion of the Work by EPA or by
another person; or (ii) deposited into an interest-bearing account, established at a duly chartered
bank or trust company that is insured by the FDIC, in order to facilitate the completion of the
Work by another person. If payment is made to EPA, EPA may deposit the payment into the
EPA Hazardous Substance Superfund or into the Harbor Island East Waterway Special Account
within the EPA Hazardous Substance Superfund to be retained and used to conduct or finance
response actions at or in connection with the Site, or to be transferred by EPA to the EPA
Hazardous Substance Superfund. 
e.       All EPA Work Takeover costs not paid under this Paragraph 96 must be
reimbursed as Future Response Costs under Section XIV (Payment of Future Response Costs). 
97.     Modification of Amount, Form, or Terms of Financial Assurance. Respondent 
may submit, on any anniversary of the Effective Date or at any other time agreed to by the
Parties, a request to reduce the amount, or change the form or terms, of the financial assurance
mechanism. Any such request must be submitted to EPA in accordance with Paragraph 93, and
must include an estimate of the cost of the remaining Work, an explanation of the bases for the
34

cost calculation, and a description of the proposed changes, if any, to the form or terms of the
financial assurance. EPA will notify Respondent of EPA's decision to approve or disapprove a
requested reduction or change pursuant to this Paragraph. Respondent may reduce the amount of
the financial assurance mechanism only in accordance with: (a) EPA's approval; or (b) if there is
a dispute, the agreement or written decision resolving such dispute under Section XV (Dispute
Resolution). Respondent may change the form or terms of the financial assurance mechanism
only in accordance with EPA's approval. Any decision made by EPA on a request submitted
under this Paragraph to change the form or terms of a financial assurance mechanism shall not be
subject to challenge by Respondent pursuant to the dispute resolution provisions of this
Settlement or in any other forum. Within 30 days after receipt of EPA's approval of, or the
agreement or decision resolving a dispute relating to, the requested modifications pursuant to this
Paragraph, Respondent shall submit to EPA documentation of the reduced, revised, or alternative
financial assurance mechanism in accordance with Paragraph 92. 
98.     Release, Cancellation, or Discontinuation of Financial Assurance. Respondent 
may release, cancel, or discontinue any financial assurance provided under this Section only: (a)
if EPA issues a Notice of Completion of Work under Section XXVIII (Notice of Completion of
Work); (b) in accordance with EPA's approval of such release, cancellation, or discontinuation;
or (c) if there is a dispute regarding the release, cancellation, or discontinuance of any financial
assurance, in accordance with the agreement or final decision resolving such dispute under
Section XV (Dispute Resolution).] 
XXVI. MODIFICATION 
99.     Subject to Paragraph 102, the RPM/OSC may modify any plan or schedule or
SOW in writing or by oral direction. Any oral modification will be memorialized in writing by
EPA promptly, but shall have as its effective date the date of the RPM/OSC's oral direction. Any
other requirements of this Settlement may be modified in writing by mutual agreement of the
parties. 
100.   If Respondent seeks permission to deviate from any approved work plan or
schedule or the SOW, Respondent's Project Coordinator shall submit a written request to EPA
for approval outlining the proposed modification and its basis. Respondent may not proceed with
the requested deviation until receiving oral or written approval from the RPM/OSC pursuant to
Paragraph99. 
101.   No informal advice, guidance, suggestion, or comment by the RPM/OSC or other
EPA representatives regarding any deliverable submitted by shall relieve Respondent of its 
obligation to obtain any formal approval required by this Settlement, or to comply with all
requirements of this Settlement, unless it is formally modified. 
XXVII.      ADDITIONAL REMOVAL ACTION 
102.   Respondent or EPA may propose a modification to this Settlement or the SOW to
provide for additional required actions, potentially including a Non-Time-Critical Removal
Action or other removal action addressing hazardous substances, pollutants, or contaminants at
Terminal 25. Such a modification to this Settlement shall be based on mutual agreement of the
35

Parties in written form. Upon signature of Respondent and EPA, the agreed-upon modification
shall be incorporated into and become an enforceable part of this Settlement. Any additional
removal actions undertaken under this Settlement shall conform to the applicable requirements of
Section VIII (Work to be Performed) of this Settlement and all related plans shall be subject to
EPA's approval of the plan pursuant to Paragraph 19 (Work Plan and Implementation), and
Respondent shall implement the plan(s) for additional removal actions in accordance with the
provisions and schedules approved by EPA. This Section does not alter or diminish the
RPM/OSC's authority to make oral modifications to any plan or schedule pursuant to Section
XXVI (Modification). This Section does not alter or diminish Respondent's obligation to
perform response actions pursuant to Section XIII (Emergency Response and Notification of
Releases) of this Settlement. 
XXVIII.     NOTICE OF COMPLETION OF WORK 
103.   When EPA determines, after EPA's review of the Final Report, that all Work has
been fully performed in accordance with this Settlement, with the exception of any continuing
obligations required by this Settlement, including Post-Removal Site Controls, land, water, or
other resource use restrictions, payment of Future Response Costs, or record retention, EPA will
provide written notice to Respondent. If EPA determines that such Work has not been completed
in accordance with this Settlement, EPA will notify Respondent, provide a list of the
deficiencies, and require that Respondent modify the EE/CA or Removal Work Plan if
appropriate in order to correct such deficiencies. Respondents shall implement the modified and
approved EE/CA or Removal Work Plan and shall submit a modified Final Report in accordance
with the EPA notice. Failure by Respondents to implement the approved modified EE/CA or
Removal Work Plan shall be a violation of this Settlement. 
XXIX. INTEGRATION/APPENDICES 
104.   This Settlement and its appendices constitute the final, complete, and exclusive
agreement and understanding among the Parties with respect to the settlement embodied in this
Settlement. The Parties acknowledge that there are no representations, agreements, or
understandings relating to the settlement other than those expressly contained in this Settlement. 
The following appendices are attached to and incorporated into this Settlement: 
a.       "Appendix A" is the description and/or map of the Site. 
b.       "Appendix B" is the SOW. 
XXX. EFFECTIVE DATE 
105.   This Settlement shall be effective on the date the Settlement is signed by the EPA
Regional Administrator or his/her delegatee. 


36

IT IS SO AGREED AND ORDERED: 

U.S. ENVIRONMENTAL PROTECTION AGENCY: 

_____________                  _________________________________________ 
Dated                             Kira Lynch, Remedial Program Manager 
Superfund and Emergency Management Division 
Region 10 














37

Signature Page for Settlement Regarding Terminal 25 Superfund Site 

FOR PORT OF SEATTLE 

_____________                  ___________________________________ 
Dated                             Stephen P. Metruck 
Executive Director 














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LEGEND:
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Publish Date: 2021/10/28, 9:54 AM | User: hromer
Filepath: \\orcas\GIS\Jobs\PortofSeattle_0003\SD01_T25_Wetland\Maps\DataReport\AQ_PoS_SD01_T25_ExhibitA_201903_DR.mxd
Appendix A
Terminal 25 South Site
Terminal 25 Statement of Work

APPENDIX B STATEMENT OF WORK 
Terminal 25 South 
East Waterway Operable Unit  Harbor Island Superfund Site 
Seattle, Washington 
ADMINISTRATIVE SETTLEMENT AGREEMENT AND ORDER ON CONSENT FOR
REMOVAL ACTION 
ENGINEERING EVALUATION AND COST ANALYSIS 

I.        PURPOSE 
This Statement of Work (SOW) is Appendix B to the Administrative Settlement Agreement and Order on
Consent (ASAOC or Settlement Agreement) for the Terminal-25 South Site (T-25 Site or the Site, as
shown in Appendix A), which is located along the southeastern portion of the East Waterway Operable
Unit of the Harbor Island Superfund Site (East Waterway or EWOU), EPA Docket No. CERCLA-10-
2007-0030. The SOW sets forth an outline of the requirements for the Removal Action Engineering
Evaluation and Cost Analysis (EE/CA) for the T-25 Site. 
The Port of Seattle (Port) is considering constructing a habitat restoration project at the 10-acre T-25 Site 
as shown in Appendix A. As part of that project, the Port would restore intertidal and shallow subtidal
habitat by removing contaminated sediments and fill from the East Waterway and adjacent upland to
create offchannel emergent marsh and riparian habitat. The Site is in a critical estuarine and marine
transition area, important to juvenile salmon. 
The United States Environmental Protection Agency (EPA) is overseeing cleanup studies in the East
Waterway under an existing ASAOC with the Port (EPA Docket No. CERCLA-10-2007-0030), including
completion of the Supplemental Remedial Investigation/Feasibility Study (SRI/FS). The SRI was
approved by EPA in 2014 (Windward and Anchor QEA 2014), which included the baseline ecological
risk assessment, baseline human health risk assessment, and assembled data to identify the nature and
extent of contamination in the East Waterway, evaluate sediment transport processes, and identify
potential sources and pathways of contamination to the East Waterway. The FS was approved by EPA in
2019 and develops and evaluates East Waterway-wide remedial alternatives to address risks posed by
contaminants of concern (COCs) within the East Waterway. EPA has indicated it intends to release a
Proposed Plan in 2022 that recommends a preferred remedy and cleanup plan for the East Waterway.
After public, state, and tribal comments on the Proposed Plan, EPA will select the final remedial
alternative in the Record of Decision. This ASAOC supports and provides regulatory oversight for
developing an EE/CA within the T-25 Site. 
Sediment characterization has been and is still being conducted under the existing East Waterway SRI/FS 
ASAOC. The nature and extent of East Waterway sediment contamination, including within the T-25 
Site, is described in the SRI and summarized in the Quality Assurance Project Plan: Soil and Subsurface
Sediment Characterization (QAPP; Anchor QEA and Windward 2019). Historical and current Site use,
and existing data from upland areas of the T-25 Site are also described in the QAPP; recent Site
characterization data are described in the EPA-approved Data Report: Soil and Subsurface Sediment
Characterization, Port of Seattle T-25 South Design Characterization (Anchor QEA 2021). Additional
sediment characterization was conducted in 2021 and 2022, as summarized in the Terminal 25 QAPP
Addendum 2: Subsurface Sediment Characterization (Anchor QEA 2021). The recent data collected is
intended to support planning and design of the potential T-25 restoration project and implementation of
the East Waterway remedial alternative that will be selected by EPA in the ROD. Potential remedial
1

technologies that could be employed to address sediment contamination at the T-25 Site are described in
the East Waterway FS. 
This SOW sets forth the tasks necessary to complete the EE/CA for the T-25 Site pursuant to this
Settlement Agreement. The primary objectives of the EE/CA are as follows: 
Evaluate the adequacy of previously screened data, identify data gaps, and develop a sampling
plan for necessary media and a groundwater monitoring plan for any data gaps that need to be
filled to characterize the Site 
Present a conceptual site model (CSM) that determines complete and incomplete contaminant
migration pathways and exposure pathways and evaluates receptors and exposure scenarios 
Evaluate the potential human health and ecological risks posed by Site contaminants of potential
concern (COPCs) for complete pathways and receptors that are not already addressed in the East
Waterway RI/FS through a streamlined risk evaluation. Any Site COPCs not already identified by
the East Waterway RI/FS will also be evaluated. 
Evaluate the need for a removal action to support habitat restoration within the T-25 Site 
Identify removal action objectives and evaluate removal action alternatives for the Site, if
appropriate. The removal action objectives need to include addressing: 
o  direct contact exposure and protection of benthic invertebrates, juvenile salmon, flatfish, 
and specific bird assemblages following habitat restoration and 
o  evaluation of potential recontamination of the T-25 Site from adjacent upland areas and
the East Waterway. Adjacent upland areas include the remainder of the T-25 terminal and
adjacent rights-of-way. 
II.       WORK TO BE PERFORMED BY RESPONDENTS 
General Requirements: 
Respondents shall conduct the EE/CA in accordance with and subject to the terms of the Settlement
Agreement and consistent with the removal action requirements at 40 CFR 300.415, EPA's Guidance on
Conducting Non-Time Critical Removal Actions Under CERCLA (EPA 1993), and other published EPA
policy and guidance for conducting removal actions. 
A list of the major deliverables and a schedule for their submittal is attached (Attachment 1). Consistent
with the Settlement Agreement, all deliverables required by the Settlement Agreement or this SOW shall
be subject to EPA review and approval. Respondents shall complete the following four tasks: 
1) EE/CA Work Plan 
a) Quality Assurance Project Plan 
b) Health and Safety Plan 
2) Work Plan Implementation 
3) EE/CA 
4) Community Involvement Activities 

2

SOW Tasks 
Task 1. EE/CA Work Plan 
Respondents shall submit a Draft and Final EE/CA Work Plans and its appendices, unless otherwise
approved by EPA. 
The EE/CA Work Plan shall include a CSM and data gaps analysis. The data gaps analysis shall include,
but not be limited to, data gaps related to: the sufficiency of the existing data to characterize
contamination sources; identification of extent of contamination and migration pathways from adjacent
areas to the T-25 Site and East Waterway Sediments; identification of exposure pathways and risk; and
evaluation of the extent of a removal action to support T-25 habitat restoration and, if warranted, removal
action alternatives. The EE/CA Work Plan shall include a plan for additional data collection based on the
data gaps analysis, if needed. The Work Plan shall provide a summary of existing data from previous T-
25 documents and any relevant East Waterway RI/FS data, including chemical and physical data in soil,
sediment, biota, and groundwater, and shall identify preliminary data gaps relative to assessing the extent
of the removal action and potential for recontamination of existing East Waterway sediments and
sediments created through T-25 habitat restoration. 
The data gaps analysis shall consider the completeness of existing data and the significance of the
exposure pathways to be evaluated. The CSM shall include pathways evaluated in the East Waterway
Operable Unit Baseline Human Health Risk Assessment (Windward 2012a) and Baseline Ecological Risk
Assessment (Windward 2012b) and shall consider the Environmental Cleanup Best Management
Practices: Effective Use of the Project Life Cycle Conceptual Site Model, EPA 542-F-11-011, July 2011.
The data gaps analysis shall specifically address whether existing site characterization data (considering
all media and Model Toxics Control Act (MTCA), East Waterway COCs, and other COPCs relevant to T-
25 as directed by EPA) are adequate to support preparation of an EE/CA and implementation of any
selected removal action. The data gaps analysis shall determine if sufficient data are available to conduct
a streamlined human health risk evaluation and streamlined ecological risk evaluation for any COPCs and
complete pathways and receptors not already evaluated in the East Waterway RI/FS documents and shall
evaluate the potential for recontamination of sediments at concentrations exceeding East Waterway clean
up levels (CULs) and remedial action levels (RALs) as anticipated in the forthcoming Proposed Plan and
Record of Decision (ROD). Risks from benthic invertebrate and ecological receptors and human
consumption of seafood and sediment direct contact have been assessed in the East Waterway SRI/FS 
documents and anthropogenic background documentation, and actions needed to address those risks
within the existing East Waterway will be decided in the East Waterway ROD. Further assessment of
those risks is not required for the T-25 streamlined risk evaluation. 
The CSM shall include sources of contamination to the T-25 Site. The CSM shall consider contamination
from upland, groundwater, and in-water sources to T-25 following habitat restoration. 
The Work Plan shall include a schedule for project activities, including field sample collection efforts,
laboratory testing and data validation and reporting. 
If data gaps are identified, the EE/CA Work Plan shall include the following appendices to support
EE/CA data collection activities: Quality Assurance Project Plan (QAPP) and Health and Safety Plan. 
The Draft EE/CA Work Plan shall be submitted to EPA for review first and the appendices will be
submitted to EPA 45 days following receipt of EPA comments on the Draft EE/CA Work Plan. 


3

Task 1a. Quality Assurance Project Plan 
Respondents shall develop a project-specific QAPP for sample analysis and data handling for any samples
collected at T-25 in accordance with Paragraph 22 of the Settlement Agreement, this SOW, and EPA
guidance. The QAPP will be prepared in accordance with "EPA Requirements for Quality Assurance
Project Plans (QA/R-5)" (EPA/240/8-01/003, March 2001) and "Guidance on Quality Assurance Project
Plans (QA/G-5)" (EP A/240/R-02/009, December 2002). The QAPP will ensure that sample collection
and analytical activities are conducted in accordance with the Puget Sound Estuary Program protocols,
where appropriate. 
In addition, the QAPP shall clarify the following requirements: 
The QAPP will define in detail the sampling and data-gathering methods that will be used on the
project for each media. It will include sampling objectives and data quality objectives (DQOs), a
detailed description of sampling activities, sample locations, sample analysis, sampling
equipment and procedures, sampling schedule, station positioning, and sample handling (e.g.,
sample containers and labels, sample preservation, sample compositing). The QAPP will also
describe the quality assurance and quality control (QA/QC) protocols necessary to achieve
required DQOs and the points where EPA approval is required. 
All sampling and analyses performed pursuant to this Settlement Agreement shall conform to
EPA direction, approval and guidance regarding sampling, QA/QC, data validation, and chain-ofcustody
procedures. Respondents shall ensure that the laboratory used to perform the analyses
participates in a QA/QC program that complies with the appropriate EPA guidance, such as "EPA
Requirements for Quality Management Plans (QA/R-2)" (EPA/240/B-0 1-002, March 2001) or
equivalent documentation as determined by EPA and be accredited by the Washington State
Department of Ecology (or equivalent) for the analyses to be performed. Respondents will
provide assurances that EPA has access to laboratory personnel, equipment and records for
sample collection, transportation. and analysis. 
Upon request by EPA, Respondents shall have the laboratory analyze samples submitted by EPA
for quality-assurance monitoring. Respondents agree that EPA personnel may audit any
laboratory that performs analytical work under this Settlement Agreement. Prior to awarding any
work to an analytical laboratory, Respondents will inform the laboratory that an audit may be
performed, and that the laboratory agrees to coordinate with EPA on the audit prior to performing
analyses. 
Respondents shall provide to EPA the QA/QC procedures followed by all sampling teams and
laboratories performing data collection and/or analysis. 
Upon request by EPA, Respondents shall allow EPA or its authorized representatives to take split
and/or duplicate samples. Respondents shall notify EPA not less than 7 days in advance of any
sample collection activity, unless shorter notice is agreed to by EPA. If the sampling design
specified in the QAPP cannot be met in the field due to unexpected conditions or circumstances,
the Respondents shall consult with EPA and EPA shall have the right to take or to require any
additional samples that EPA deems necessary during the sampling event to ensure adequate data
are collected to support drafting the EE/CA. Upon request, EPA shall allow Respondents to take
split or duplicate samples of any samples it takes as part of its oversight of Respondents'
implementation of the Work. 

4

All analytical data collected under this Settlement Agreement shall be provided electronically to
EPA and Ecology, uploaded into SCRIBE, and uploaded into EIM. 
Task 1b. Health and Safety Plan 
The Health and Safety Plan shall be completed in accordance with Paragraph 21 of the Settlement
Agreement. 
Task 2. Work Plan Implementation 
Field work shall be initiated and performed in accordance with the approved Work Plan schedule and
appendices. After sampling and analysis and receipt of final, validated data, Respondents shall submit a
Draft Data Package for EPA review to determine if the QAPP has been fully implemented and if there are
any additional data needs. If there are additional data needs, a QAPP addendum may be required. All
investigation results will be summarized and reported in the EE/CA. 
Task 3. EE/CA 
Respondents shall submit a Draft, Draft Final, and Final EE/CA, which assess the extent of a removal
action to support T-25 habitat restoration and, if warranted, provide a recommended removal action
alternative(s) for the Site and the information listed below, unless otherwise approved by EPA. The Draft
Final EE/CA will be released for public comment. EPA will review public comments received and
provide direction to Respondents. Respondents shall revise the EE/CA in response to EPA direction and
submit a Final EE/CA to EPA for approval. 
The Final EE/CA report submittal shall be stamped by a professional engineer licensed in the State of
Washington. The final report shall include data summary tables, plus appendices with complete data,
validation reports, chain of custody, etc. The final report, including analytical data and graphics, shall be
provided electronically, in native format and web-ready pdf, to EPA. The report shall comply with EPA's
Guidance on Conducting Non-Time Critical Removal Actions Under CERCLA (EPA 1993) and shall
provide as a minimum the following items. 
EE/CA Outline 
Executive Summary 
Site Characterization 
o   Site description and background 
o   Previous removal actions 
o   Source, nature, and extent of contamination 
o   Conceptual Site Model 
o   Analytical data 
o   Human health and ecological risk summary, or streamlined risk evaluation, if needed 
o   Identification of applicable or relevant and appropriate requirements (ARARs) 
Assessment of Extent of Removal Action and Identification of Removal Action Objectives 
o   Statutory limits on removal actions 
o   Determination of removal action and preliminary scope 
o   Determination of removal schedule 
Identification and Analysis of Removal Action Alternatives 
o   Effectiveness 
o   Implementability 
o   Cost 
5

Comparative Analysis of Removal Action Alternatives 
Recommended Removal Action Alternative including description and rationale 
Task 4. Community Involvement Activities 
In accordance with Paragraph 23 of the Settlement Agreement, as requested by EPA, Respondents shall
provide information supporting EPA's community involvement programs related to the Work performed
pursuant to this Settlement Agreement and shall participate in public meetings that may be held or
sponsored by EPA to discuss activities concerning this Work. Respondents shall coordinate with EPA on
any other community involvement activities they undertake related to the Work. 
III. SUMMARY OF MAJOR DELIVERABLES/SCHEDULE OF ACTIVITIES 
The schedule for activities and submission to EPA of deliverables described in the SOW is presented in
Attachment 1, unless otherwise approved by EPA in the schedule provided in the EE/CA Work Plan. 














6

ATTACHMENT 1 TO SOW: SCHEDULE 
"Day" is calendar day. If the date for submission of any item or notification required by this SOW occurs
on a weekend or state or federal holiday, the date for submission of that item or notification is extended to
the next working day following the weekend or holiday. 
#                   Activity/Submission                    Due Date 
Consultant Contract Notice to          90 days after Effective Date 
Proceed (NTP) 
Progress Reports                      Quarterly, after Effective Date 
Task 1            1.1 Draft EE/CA Work Plan           1.1 Within 90 days after Consultant NTP 
EE/CA Work    1.2 Draft EE/CA Work Plan         1.2 Within 45 days after receipt of EPA
Plan              Appendices: Draft QAPP and Draft    comments on the Draft EE/CA Work Plan 
Health and Safety Plan 
1.3 Final EE/CA Work Plan with      1.3 Within 45 days after receipt of EPA
Final Appendices                     comments on Draft EE/CA Work Plan 
Appendices 
Task 2            2.1 Initiate Field Investigations         2.1 In accordance with the schedule in the
approved Work Plan, unless otherwise
Work Plan                                        approved by EPA 
Implementation 
2.2 Draft Data Package                2.2 10 days after Respondents' receipt of
final, validated sampling data 
2.3 Draft QAPP Addendum for any    2.3 Within 60 days after EPA review of
necessary additional field              Draft Data Package 
investigations, if required after EPA
review of Draft Data Package 
2.4 Initiate any necessary additional    2.4 Within 30 days after EPA approval of
field investigations, if required after    QAPP Addendum 
EPA review of Draft Data Package 
2.5 Complete Field Investigations      2.5 In accordance with the schedule in the
approved Work Plan and Appendices, unless
otherwise approved by EPA 
Task 3            3.1 Draft EE/CA                      3.1 Within 90 days after receipt of final,
validated sampling data or acknowledgement
Engineering                                         from EPA that remaining data gaps are
Evaluation/Cost                                       design-related and would not affect the
EE/CA 

7

Analysis         3.2 Draft Final EE/CA (for 30-day     3.2 Within 45 days after receipt of EPA
(EE/CA)         public comment)                    comments on Draft EE/CA 

3.3 Final EE/CA                      3.3 Within 45 days after receipt of public
comments and responsiveness summary
from EPA. 
Task 4                                                 Throughout the process 
Community
Involvement
Activities 














8

Limitations of Translatable Documents

PDF files are created with text and images are placed at an exact position on a page of a fixed size.
Web pages are fluid in nature, and the exact positioning of PDF text creates presentation problems.
PDFs that are full page graphics, or scanned pages are generally unable to be made accessible, In these cases, viewing whatever plain text could be extracted is the only alternative.