COST SHARING AGREEMENT FOR DEMOLITION OF SHEET PILE WALL AT
LOCKI-IEED WEST SUPERFUND SITE.l SEATTLE.I WA

This COST SHARING AGREEMENT ("Agreement") is made and entered as of this 14"
day of (My  ,
2017, by and between THE PORT OF SEATTLE ("Port") and LOCKHEED
MARTIN CORPORATION ("Lockheed Martin"). The Port and Lockheed Martin may be
referred to individually as a "Party" or collectively as the "Parties."

RECITALS

1.       WHEREAS, pursuant to the Second Amended Real Estate Purchase and Exchange
Agreement ("Purchase Agreement") executed September 24, 1992, the Port acquired ownership
ofthe former shipyard of Lockheed Shipbuilding Company in West Seattle (known as "Yard 2")
which included acquisition of certain real property (the "Fee Property") and a leasehold in
certain State of Washington leases (the "Leased Property");

2.       WHEREAS, the near shore sediments of the former Yard 2 are a federal Superfund site,
subject to a 2013 Record of Decision ("ROD") issued by the Environmental Protection Agency
("EPA") and a 2015 Unilateral Administrative Order ("UAO") for the remedial action.
Lockheed Martin is responsible for designing and implementing the remedial action set forth in
the ROD pursuant to the UAO which includes, among other things, the dredging of sediments in
the former Yard 2 shipway area;

3.       WHEREAS, Lockheed Martin is responsible for the removal of pilings in the submerged
Fee Property portion ofthe Yard 2 shipway as required by the ROD and pursuant to Section 4,
subparagraph (c), of the Purchase Agreement;

4.       WHEREAS, the Port is responsible for the removal of pilings in the submerged Leased
Property portion of the shipway pursuant to Section 7 of the Purchase Agreement and the Port's
separate agreement with the State of Washington Department ofNatural Resources ("DNR");

5.       WHEREAS, the Port's removal of pilings in the submerged Leased Property ofthe
shipway may destabilize the adjacent sheet pile wall located on the uplands Fee Property to the
west of the Yard 2 shipway;

6.       WHEREAS, Lockheed Martin's removal of sediments in the former Yard 2 shipway area

may irther destabilize the adjacent sheet pile wall;

7.       WHEREAS, both Lockheed Martin and the Port have an interest in the demolition and
stabilization of the sheet pile wall to ensure that the CERCLA remedy is successfully

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Cost Sharing Agreement

implemented and therefore enter into this Agreement to share costs in connection with such
demolition and stabilization;

AGREEMENT

NOW, THEREFORE, in consideration ofthe mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereto agree as follows:
RECITALS INCORPORATED BY REFERENCE

Each Recital set forth above is incorporated herein by this reference and made a part of the
Agreement between the Parties.

COVENANTS AND AGREEMENTS

1.       Sheet Pile Wall. The Port agrees to permit, plan, design, and perform the work to
demolish the sheet pile wall which will involve cutting the wall at the mudline and removing soil
behind the wall as necessary to create a sloping transition between the severed wall and adjacent
upland area. The sheet pile wall is depicted in Exhibit A attached hereto (Port of Seattle
Terminal 5 Pile Removal and Disposal 60% Design Review).

2.       Removal of Pilings. Lockheed Martin and the Port agree to remove all pilings in the
former Yard 2 shipway area pursuant to the following protocol: (i) complete extraction of piling
is always preferable to partial removal; (ii) reasonable attempts should be made to completely
remove the piling in its entirety before cutting; (iii) piling shall not be broken off intentionally by
twisting, bending or other deformation; (iv) if a pile is broken or breaks above the mudline
during vibratory extraction, reasonable attempts should be made to entirely remove the broken
pile; and (v) any piling left in place (including those below mudline) shall be mapped with GPS
coordinates.

3.       Cost Sharing.  Lockheed Martin agrees to share the cost of the sheet pile wall demolition
work set forth in section 2 above with the Port on a 50/50 basis subject to a cost cap of $325,000;
provided, however, that if Lockheed Martin and its engineers determine that tie-backs are
necessary to further stabilize the wall, Lockheed Martin will pay for and install such tie-backs at
its sole cost and expense.

4.       Payment. Lockheed Martin agrees to pay $162,500 to the Port within ninety (90) days
from the date of this Agreement. Upon completion of the sheet pile wall work, the Port will
invoice Lockheed Martin for any remainder due under this Agreement at the following address:


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Cost Sharing Agreement

Lockheed Martin Corporation
Enterprise Business Services  EESH
2550 N. Hollywood Way, Suite 301
Burbank, CA 91505-5047
Attn: Bill Bath
Email: bill.bath@lmco.com
,                                                            ,

Lockheed Martin shall remit payment to the Port within thirty (30) days of receiving such
invoice.

5.       Third Party Beneciaries. The terms and provisions of this Agreement shall be binding

upon and inure to the benet of the Parties, and their respective successors and assigns, and is
made solely and specically for their benet. No other person shall have any rights, interest or
claims hereunder or be entitled to any benets under or on account of this Agreement as a third-
party beneciary or otherwise.

6.       No Effect on Prior Agreements. No provision of this Agreement shall be interpreted to
terminate, supersede or otherwise alter the Parties' respective obligations under prior
agreements, orders and decrees, including without limitation the Purchase Agreement.

7.       Amendment. Any modication of this Agreement or any additional obligations assumed
by any Party hereto shall be binding only if evidenced by a writing signed by each of the Parties
hereto.

8.       Governing Law.  This Agreement and the legal relations between the Parties hereto shall
be governed by and construed and enforced in accordance with the laws ofthe State of
Washington, except to the extent that the applicability of any of such laws may now or hereafter
be preempted by Federal law, in which case such Federal law shall so govern and be controlling.

9.       Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF
HE PARTIES HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION ARISING
OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH WAIVER IS INFORMED
AND VOLUNTARY.

10.     Counterparts.  This Agreement may be executed in any number of counterparts, each of
which shall constitute an original hereof. All executed counterparts together shall constitute one
and the same document, and any initialed pages and signature pages may be assembled to form a
single original document.

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Cost Sharing Agreement

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the day and year rst above written.


PORT OF SEATTLE, a Washington municipal
corporation:
0                              I                              0

By:
Name:
Title:

Date:


LOCKHEED MARTIN CORPORATION,
a Maryland corporation



Name: Kevin Rharson
Title:   Director, Environmental Remediation

Date:        '3 /|5 I Q01")










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Cost Sharing Agreement