LOWER DUWAMISH WATERWAY GROUP MEMORANDUM OF AGREEMENT
FOURTH AMENDMENT
THIS FOURTH AMENDMENT to the Lower Duwamish Waterway Group Memorandum of Agreement
("MOA"), dated June 9, 2000, is made and entered into by and among the Port of Seattle, City of Seattle, King County,
and The Boeing Company, collectively referred to as the "Lower Duwamish Waterway Group" or "LDWG" and
individually as "Member" or "Members." This Fourth Amendment to the MOA ("4thAmendment") provides for the
performance of the Pre-Design Studies, as described in Attachment A (Statement of Work). This 4th Amendment also
updates MOA contracting, invoicing and grant procedures to reflect current LDWG practices.
All terms and provisions in the MOA remain in effect, except as expressly supplemented and modified herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the LDWG Members mutually agree and covenant as
follows:
1. Contracting Responsibility
The City agrees to hire a consultant ("Consultant") to conduct the technical tasks in Attachment A for the
LDWG.The Consultant's scope shall be according to Attachment A, the Statement of Work (SOW), and any
modifications to the SOW that are approved by the LDWG and EPA, and any other scope items that are
approved by LDWG.
2. Effective Date and Condition Subsequent
This 4thAmendment shall become effective when all four Members have signed it. This 4th Amendment
shall remain in effect until completion of the Consultant's scope or until it is terminated by the LDWG.
3. Pre-Design Studies
3. 1 Allocation of Shared Pre-Design Studies Costs
The LDWG Members hereby agree to pay the Shared Pre-Design Studies Costs (as defined in Section 3.2)
by allocating such costs on an interim equal (per capita) basis, pending a final allocation. Each Member
shall be severally, and not jointly, liable for this interim allocation of Shared Costs. A performing Member
reserves all rights of action against a defaulting or non-performing Member for recovery of Shared Costs
under all applicable statutes and theories of law or equity. The Members agree that such payments do
not constitute a final allocation of responsibility for investigation or cleanup of the Lower
Duwamish Waterway. Members reserve their right to seek an allocation or contribution different
from that set forth in Section 3.1 of this 4th Amendment from other Members and to seek an allocation
or contribution from persons or entities not a Member to the MOA.
3.2 Definition of Shared Pre-Design Studies Costs
Shared Pre-Design Studies Costs shall mean: 1) payments, including payments associated with
changes to original contracts that are agreed to by the Members or required by the EPA, to the
Consultant hired to conduct the studies; 2) EPA and Ecology oversight costs applicable to the
Pre-Design Studies, including EPA costs incurred under Task 10 of Attachment A and LDWG-funded
efforts under Paragraph III of Attachment A; 3) costs associated with implementing changes or
additional work required during and/or after completion of the Pre-Design Studies that are mandated
by the EPA.

3.3 Procedure for Payments.
3.3.1 The City shall pay the Consultant according to the terms of their contract with the City. The
City shall invoice the other LDWG Member's their per capita shares of those payments. Invoices
will include sufficient backup and detail concerning the work performed to comply with each
Member's cost recovery requirements. Each Member shall transmit to the City's Designated
Representative, as set forth in Section 24 of the MOA, its part of the Shared Pre-Design Studies 
Costs, within thirty (30) days of receiving an invoice with appropriate backup from the City.
3.3.2 The Port, County and Boeing shall continue in their roles as contracting agents for LDWG's
consultants other than the Consultant to be retained by the City pursuant to this 4th Amendment. The
procedures established in MOA section 2.3, 3.4 and 4.4 are hereby modified as follows: the Port,
County and Boeing shall pay the invoices of the LDWG consultants that are contracted to them 
according to the terms of their contracts. The Members shall invoice the other LDWG Member's their
per capita shares of those payments as established in this and past amendments. Each Member shall
transmit to the contracting Member its portion of the LDWG consultant costs within thirty (30) days
of receiving an invoice with appropriate backup.
3.3.3 The Port shall continue being responsible for distributing invoices for each Member's share of EPA's
and Ecology's oversight costs applicable to the Agreed Order. The Port shall pay valid EPA and Ecology
oversight cost invoices upon receipt of appropriate invoice backup. Following payment of such invoices,
the Port shall distribute invoices to the other Members for each of those Members' respective shares of the
oversight cost payment to the agencies. Each Member shall transmit to the Port's Designated
Representative, as set forth in Section 24 of the MOA, its part of each EPA and Ecology invoice, payable
to the Port, within thirty (30) days of receipt by the Member. If backup is not provided by the agency or
there is a dispute of any part of the oversight charges, the disputed amounts shall be held in escrow, in
accordance with EPA and Ecology dispute resolution procedure requirements. The Port shall transmit the
payments of undisputed amounts to EPA or Ecology. Individual Members will pay any interest charges
that are due to EPA or Ecology because of that Member's payment being late.

3.4 Selection of Pre-Design Consultant
3.4. 1 The City will comply with its own and all other applicable statutes regarding hiring of consultants
by governmental entities in advertising for and selecting the Consultant. Members will have a reasonable
opportunity to provide the City with input on the qualifications and specifications for the contract as
described in Section 3.4.2 below.
3.4.2 Each Member will have one representative on the selection committee for the Consultant. Before
candidates for the Consultant are interviewed and scored, each Member shall identify any candidate that
has done work for the Member related to the Duwamish and the Members shall reach an agreement
concerning which consultants have a conflict of interest based on their work for individual Members. The
City shall execute a contract with the Consultant that is selected using the agreed upon selection process.

3.5 Oversight of the Consultant
3.5.1 Decisions regarding Consultant's work products will be made by consensus of the Members.
Such decisions will be communicated to the consultant by the City's project manager.

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3.5.2 The Consultant hired for the pre design studies will not communicate with third parties,
including EPA or Ecology personnel, without first notifying the LDWG Technical Committee and
receiving its authorization for the communication. Such authorization will be made by consensus
of the Members and communicated by the City' s project manager.

3.5.3 All documents, including but not limited to analytical data, that are prepared, developed or
generated by the Consultant shall be provided to all Members and shall be subject to review by all
Members prior to submission to EPA or any other third party. Members shall be given at least
fifteen business days to review and comment on drafts of work by the Consultant that are going to
be provided to EPA or any other third party, unless EPA's deadlines require that a shorter review
time be provided. The Consultant shall compile all Member comments and distribute to all
Members. The City project manager will direct the consultant on needed consensus changes to
work product. 

4. Responsibility for Changes to the Schedule
The Members are jointly responsible for delays to the Project schedule includingdelays related to acquisition of
property rights required for construction of the
Project.
5. Cooperation on Model Toxics Control Act Grants
The Members will coordinate and cooperate concerning the documentation of costs that are eligible for partial
reimbursement through Model Toxics Control Act grants.
6. Counterparts 

This 4th Amendment to the LDWG MOA may be executed in counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same instrument.





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IN WITNESS WHEREOF, the Members hereby enter into this 4th Amendment Each person signing this 4th 
Amendment represents and warrants that he or she has been duly authorized to enter into this 4th Amendment by the
corporation or municipality on whose behalf it is indicated that the person is signing.

THE PORT OF SEATTLE                  KING COUNTY

Ted Fick                                      Pam Elardo

THE CITY OF SEATTLE                  THE BOEING COMPANY

Ray Hoffman                               Steven Shestag








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