ITEM NO: 5c_Attach_1 
DATE OF MEETING: January 22, 2013 

FIRST AMENDMENT 
TO LOWER DUWAMISH WATERWAY GROUP 
MEMORANDUM OF AGREEMENT 

THIS FIRST AMENDMENT ("First Amendment") is to the Memorandum of
Agreement of the Lower Duwamish Waterway Group ("LDWG MOA") dated June 9,
2000. The Parties to the LDWG MOA and also to this First Amendment are the City of
Seattle, the Port of Seattle, The Boeing Company, and King County (collectively,
"LDWG" and individually as "Member" or "Members). 
RECITALS 
WHEREAS, the Environmental Protection Agency ("EPA") has conditionally
approved the feasibility study for the Lower Duwamish Waterway; 
WHEREAS, pursuant to the Administrative Order on Consent entered into on
December 20, 2000, EPA is requiring LDWG to perform several supplemental studies in
furtherance of the agency's decision-making process for site remedial actions; 
WHEREAS, the LDWG Members desire to continue their current working
relationship and to continue sharing costs, pending a final allocation, for the additional
studies and agency oversight, and for certain other tasks related to the remedy selection
process, such as public outreach; 
THEREFORE, the Members of LDWG agree as follows: 
AGREEMENT 
1.  All of the provisions of the LDWG MOA continue in full force and effect except
those that are expressly amended in this First Amendment. 
2.  Paragraph 1 of the LDWG MOA is hereby amended to provide that the LDWG
MOA and this First Amendment shall remain in effect until LDWG completes the
additional pre-design studies required by EPA or EPA issues its record of
decision, whichever is earlier, or such other time as the LDWG Members may
unanimously agree. 
3.  LDWG shall continue sharing costs, including costs for EPA and Ecology
oversight and for consultants and contractors hired by agreement of the LDWG
Members, including but not limited to those hired to perform the pre-design
studies and public outreach, in the same manner and on an interim basis as
currently required by the LDWG MOA.

ITEM NO: 5c_Attach_1 
DATE OF MEETING: January 22, 2013 
4.  Public Health Seattle & King County ("PHSKC") will be serving as an advisory
member of LDWG for a fisher study. As an advisor to LDWG, PHSKC will
review project materials and participate in meetings with LDWG, EPA and
Ecology to provide input as LDWG determines is appropriate. PHSKC will also
assist LDWG in communicating with community representatives as LDWG
determines is appropriate. PHSKC's work as an advisor shall not be subject to
the provisions in the LDWG MOA that a Member's costs for work performed by
an employee of a Member are not Shared Costs. Payment to PHSKC shall be
pursuant to a budget and scope of work approved by LDWG. 
5.  Paragraph 7.4(a) of the LDWG MOA provides that a Member that withdraws
voluntarily from participation in the MOA "shall remain responsible to pay" the
portion of the Shared Costs that "it agreed to pay prior to the date of the
Member's withdrawal." The LDWG Members now clarify that if one Member
has contracted for work on behalf of the LDWG group and one or more Members
exercise their right to voluntarily withdraw from the group, that the withdrawing
Member(s) are responsible to pay for work already done pursuant to the contract
and work in progress that cannot reasonably be terminated immediately. 
6.  This MOA Amendment may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the LDWG members hereby enter into this First Amendment
to the LDWG MOA. Each person signing this MOA represents and warrants that he or
she has been duly authorized to enter into this MOA by the corporation or municipality
on whose behalf it is indicated that the person is signing. 
THE PORT OF SEATTLE           KING COUNTY 

___________________________ __________________________ 
Tay Yoshitani                         Dow Constantine 
Chief Executive Officer                   County Executive 

THE CITY OF SEATTLE            THE BOEING COMPANY 

____________________________ __________________________ 
Michael McGinn                     Kim Smith 
Mayor                           Vice President, Environment, 
Health & Safety