Item No. 10b_attach 
Meeting Date: October 24, 2023 
MEMORANDUM OF AGREEMENT BETWEEN 
PORT OF SEATTLE AND CITY OF SEATTLE 
REGARDING 
8th Ave S/Gateway Park North Project 
This Memorandum of Agreement (the “MOA”) is made and entered into by the PORT OF SEATTLE, a
port district and municipal corporation of the State of Washington (“Port”), and the CITY OF SEATTLE, a
municipal corporation of the State of Washington (“City”). The Port and the City are also referred to in this
MOA collectively as “the Parties”, and individually as a “Party.” As used in this MOA, “Project” means
design and permitting for the construction of improvements along 8th Avenue S, Gateway Park North, and
at the street end area along the Duwamish River. 
RECITALS 

WHEREAS The Gateway Park North site (“Site”) consists of a Seattle Department of
Transportation (“SDOT”) street-end right-of-way, a Seattle Parks & Recreation (“SPR”) parcel, and a
silver parcel (“Sliver”) of the former Commercial Waterway District No. 1 of King County, to which the Port
is the successor in interest, located at the 8th Avenue S street end area along the Lower Duwamish
Waterway in Seattle; 
WHEREAS The site is envisioned by the community as a street-end park with river access, a
vision pursued by the Georgetown Community for over 40 years; 
WHEREAS This Project was initiated as a result of Georgetown Open Space Committee and
community advocacy, and was supported and funded by Seattle City Council; 
WHEREAS In December 2019 the Port of Seattle Commission adopted the Duwamish Valley
Community Benefits Commitment, a long-term commitment to equity and Port investment in the
Duwamish Valley, and the Gateway Park North Project advances the goals set out in this commitment
through application of the Port’s expertise in estuarine habitat restoration; 
WHEREAS The Port of Seattle Century Agenda compels the Port to restore, create, and enhance
40 additional acres of habitat in the Green/Duwamish watershed and Elliott Bay; 
WHEREAS Both Parties agree that the Gateway Park North Project (“Project”) proposed
improvements would be beneficial to the City, the Port, and the community; 
NOW, THEREFORE, in consideration of mutual promises and covenants contained herein, the Parties
hereby agree as follows: 
I.        SCOPE OF WORK 
Project Title: 8th Ave South/Gateway Park North Improvements 
Description: The Project includes sampling, design, and permitting for public access, bankline
stabilization, and habitat restoration work at the Site. Elements of the scope include: 
•    Soil sampling work, including contracting, planning, and implementing soil sampling and
characterization at the Site to support design and permitting. 
•    Design work, including bankline stabilization design, public access design, and corridor
improvement design.

                           •    Permitting work, including local, state, and federal permitting for in-water and upland Project
components. 
•    Anticipated Schedule: Design of the Project is expected to start in Q2 2023 with a goal of
completion of design and permitting by Q4 2025. 
II.       ROLES AND RESPONSIBILITIES 
1.       City of Seattle Obligations 
a.       The City is responsible for soil sampling, design, permitting, and all related costs
for the Project. All contracts will be executed and managed by the City. 
b.       The City, at its sole cost and expense, shall secure and maintain in effect, all
federal, state and local permits and licenses required for the construction of the
Project, including, without limitation, crossing, zoning, building, health,
environmental, and communication permits and licenses. The City shall be
solely responsible for compliance with such permits and licenses. 
c.       The City will complete all environmental review and permitting and resolve any
appeal or legal challenge. 
d.       The City will engage the Port to solicit comments, coordinate, and work together
in good faith to deliver all aspects of the Project. The City and the Port shall
meet on a mutually agreed upon, scheduled basis at a frequency appropriate to
the phase and status of the Project. 
e.       The City shall be responsible for the public involvement and/or community
outreach process for the Project. The City shall develop a Community Outreach
Plan for the Project with the input of the Port and other stakeholders in the
Project. 
f.        Except for the Port’s contributions as herein described, all Project costs shall be
borne by the City, including but not limited to the costs of design and permit
review of the project; environmental investigation, clean up, and any remedial
action and long-term monitoring costs; and replacement, repair, relocation of
utilities made necessary by construction of the Project. The City shall be solely
responsible for any costs associated with non-compliance or alleged noncompliance
and any cost overruns. 
g.       The City will invoice the Port for bankline stabilization and habitat restoration
design costs, which will be itemized separately by the City’s contractor. The City
will also invoice the Port for 50% of permitting costs as they are incurred on a
quarterly basis. Invoices will be itemized to show total charges, City portion, and
Port portion. Payment will be made by the Port within sixty (60) days of receipt of
such properly submitted invoices and supporting documentation (e.g.,
subcontractor invoices). 
2.       Port of Seattle Obligations 
a.       The Port will support the City’s Project design work and Project permitting
through in-kind support, to include staff time and permitting and design expertise.
Other in-kind support including materials or use of the Port’s Duwamish Valley
Community Hub may also be provided, to be determined by availability and
project need. 

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                                    b.       The Port will contribute $500,000 to be used by the City toward costs related to
bankline restoration design and 50% of overall permitting costs up to $500,000.
The Port’s total contribution toward the Project’s design and permitting costs will
not exceed $500,000. 
III.       AMENDMENT 
Either Party may request changes to the provisions contained in this MOA. Any changes to this MOA
must be mutually agreed to by both Parties in writing. 
IV.      NOTIFICATION 
Any notice required or permitted to be given pursuant to this MOA shall be in writing, and shall be sent via
email and postage prepaid by U.S. Mail, return receipt requested, to the following addresses unless
otherwise indicated by the Parties to this MOA: 
To the City:     Attn: CJ Holt, Project Manager 
Seattle Department of Transportation 
PO Box 34996 
Seattle, WA 98124-4996 
[email protected] 
To the Port:     Attn: Danielle Butsick, Environmental Program Manager 
Port of Seattle 
2711 Alaskan Way 
Seattle, WA 98121 
[email protected] 
A copy of the notice, demand, or communication may be sent simultaneously to the email addresses
provided above, but shall not be deemed sufficient for notice under this Agreement. 
V.       RECORDS RETENTION AND AUDIT 
During the progress of the work on the Project and for a period not less than six (6) years from the date of
the completion of the Project or final payment by the Port to the City, whichever is later, the records and
accounts pertaining to the Project and accounting thereof are to be kept available for inspection and audit
by the Port and the City shall provide the Port with copies of all records, accounts, documents, or other
data pertaining to the Project upon the Port’s request. If any litigation, claim, or audit is commenced, the
records and accounts along with supporting documentation shall be retained until all litigation, claims, or
audit findings have been resolved, even though such litigation, claim, or audit continues past the typical
six-year retention period. This provision is not intended to alter or amend records retention requirements
established by applicable state and federal laws. 
VI.      INDEMNIFICATION AND HOLD HARMLESS 
To the extent permitted by law and except as provided in Paragraph VII. Environmental Indemnity below,
the City and the Port shall protect, defend, indemnify, and save harmless each other, their respective
officers, officials, employees, and agents, while acting within the scope of their employment as such, from
any and all costs, claims, judgment, and/or awards of damages, arising out of, or in any way resulting
from, Indemnifying Party’s negligent or other wrongful acts or omissions, or the negligent or other
wrongful acts or omissions of its employees, agents, contractors, consultants, licensees, or invitees, while
acting within the scope of their employment, contract, license, or invitation, related to this MOA. Neither
the City nor the Port will be required to indemnify, defend, or save harmless each other if the claim, suit,
or action for injuries, death, or damages is caused by the sole negligence or other wrongful act or
omission of the other party. Where such claims, suits, or actions result from concurrent negligence or

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                 other wrongful acts or omissions of the City and the Port or their employees, agents, contractors,
consultants, licensees, or invitees, while acting within the scope of their employment, contract, license, or
invitation, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the
City’s or the Port’s own negligence or other wrongful act or omission, or the negligence or other wrongful
act or omission of its employees, agents, contractors, consultants, licensees, or invitees, while acting
within the scope of their employment, contract, license, or invitation, related to this MOA. The City and
the Port agree that their respective obligations under this subsection extend to any claim, demand, and/or
cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the City and
the Port, by mutual negotiation, hereby waive, with respect to the other party only, any immunity that
would otherwise be available against such claims under the industrial insurance provisions of Title 51
RCW, and all other applicable Industrial Insurance / Worker’s Compensation Acts or their equivalent in
the applicable jurisdiction. Further, the indemnification obligations under this MOA shall not be limited in
any way by any limitations on the amount or type of damages, compensation, or benefits payable to or for
any third party under Worker’s Compensation Acts, Disability Benefit Acts, or other Employee Benefit
Acts. In the event that the City or the Port incurs any judgment, award, and/or cost arising therefrom,
including attorneys’ fees, to enforce the provisions of this section, all such fees, expenses, and costs shall
be recoverable by the prevailing party. This indemnification shall survive the termination of this MOA. 
VII.      ENVIRONMENTAL INDEMNITY 
This MOA does not alter jurisdictional responsibilities and does not bind either jurisdiction to go
forward with construction. The parties agree indemnification provisions will be included in any
future construction agreement. 
VIII.     OTHER PROVISIONS 
1.       Severability. A determination by a court of competent j urisdiction that any provision of this
MOA or any part thereof is illegal or unenforceable shall not invalidate the remainder of such
provision(s) of this MOA, which shall remain in full force and effect 
2.       Survival. Paragraphs VI. Indemnification and Hold Harmless, and VII. Environmental
Indemnity shall survive the expiration or any earlier termination of this agreement. 
3.       Joint Drafting Effort. This Contract shall be considered for all purposes as prepared by the
joint efforts of the Parties and shall not be construed against one Party or the other as a
result of the preparation, substitution, submission or other event of negotiation, drafting or
execution hereof. 
4.       Third Party Beneficiaries. Nothing in this MOA is intended to, nor shall be construed to give
any rights or benefits in the MOA to anyone other than the Port and the City, and all duties
and responsibilities undertaken pursuant to this MOA will be for the sole and exclusive benefit
of the Port and the City and not for the benefit of any other party. 
IX.      EFFECTIVENESS AND DURATION. This MOA is effective upon the date of execution by both
Parties and will remain in effect until completion of the Project, unless otherwise stated herein or
unless amended or terminated. 
X.       TERMINATION. If the Parties mutually agree to discontinue work on the Project, or if approval
cannot be obtained by other regulatory agencies with jurisdiction, or if the Project cannot
otherwise proceed as defined in Paragraph I. Scope of Work and cannot advance to construction
for whatever reason by January 1, 2028, this MOA shall immediately terminate. 
1.       Termination for Convenience 


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                                Either party may terminate this MOA upon 30 days' prior written notification to the other
party. If this MOA is so terminated, the Port shall be responsible for payment of properly
submitted invoices accepted prior to the effective date of termination.
2.       Termination for Cause 
If for any cause, either party does not fulfill in a timely and proper manner its obligations
under this MOA, or if either party violates any of these terms and conditions, the aggrieved
party will give the other party written notice of such failure or violation. The responsible
party will be given the opportunity to correct the violation or failure within fifteen (15)
business days. If failure or violation is not corrected, this MOA may be terminated
immediately by written notice of the aggrieved party to the other. 
XI.      DISPUTES. The designated representatives under Paragraph IV. Notification shall use their best
efforts to resolve disputes between the Parties. If the designated representatives are unable to
resolve a dispute, then the responsible Project senior managers for each Party shall review the
matter and attempt to resolve it. If the Project senior managers are unable to resolve the dispute,
the matter shall be reviewed by the department director of each Party or his or her designee. 
XII.      VENUE. This MOA shall be deemed to be made in King County, State of Washington, and the
legal rights and obligations of the City and Port shall be determined in accordance with the laws
of the State of Washington. All legal actions in connection with this MOA shall be brought in King
County Superior Court. 
1.       Counterparts. This Agreement may be execute d in counterparts constituting two (2)
duplicate originals, each of which is deemed to be an original and constitutes the entire
understanding and agreement of the Parties. 
2.       Exhibits. This Agreement consists of following the following exhibits, each of which is
incorporated herein: 
Exhibit A – Vicinity Map and Site Plan 
Exhibit B – Potential Design Concept 
3.       Entire Agreement. This Agreement and the Exhibits attached hereto, and by this
reference incorporated herein, set forth the entire agreement of the Parties regarding the
Project, and there are no other agreements or understandings, oral or written, between
the Parties concerning this Project. 
IN WITNESS WHEREOF, the Parties hereto have executed this MOA which shall be effective upon the
date of recording. 
PORT OF SEATTLE                       CITY OF SEATTLE 

___________________________              ___________________________ 
Stephen P. Metruck, Executive Director           Greg Spotts, Director 
Seattle Department of Transportation 
Date: ________________                     Date: ________________ 


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                                         EXHIBIT A: Vicinity Map and Site Plan 






















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                                                              EXHIBIT B: Potential Design Concept 
















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