Item No. 8f attach 1 
DISCUSSION DRAFT  PRIVILEGED AND CONFIDENTIAL   Meeting Date: February 26, 2019
COMMON INTEREST AND COST-SHARING AGREEMENT 
BY AND BETWEEN THE PORT OF SEATTLE, THE CITY OF SEATTLE, AND
SOUTH PARK MARINA, L.P. 
This   COMMON   INTEREST   AND   COST-SHARING    AGREEMENT   (this
"Agreement") ismade by and between the Port of Seattle, a Washington municipal corporation
(the "Port"), theCity of Seattle, a Washington code city (the "City"), and South Park Marina,
L.P., a Washington limited partnership ("South Park"), who are collectively referred to as the
"Parties," and individually as a "Party." In making this Agreement, the Parties acknowledge the
following: 
RECITALS 
WHEREAS, the Washington Department of Ecology ("Ecology") seeks to investigate
sources and the areal extent of suspected contamination ("Site Contamination") at and around
South Park Marina,  which is located generally at 8604 Dallas Avenue  South in Seattle,
Washington 98108 (the "Marina"); 
WHEREAS, each Party to this Agreement has been identified as a Potentially Liable
Party ("PLP") by Ecology within the meaning of the Washington State Model Toxics Control
Act, RCW  70.105D et seq., in connection with environmental contamination at or associated
with the Marina site (Ecology facility number 44653368) (the "Site"); 
WHEREAS, Ecology has asked the Parties to sign an Agreed Order ("Order") and jointly
perform a remedial investigation and other tasks required by that Order ("RI Work"); 
WHEREAS, the Parties desire to share the costs of performing the RI Work; and 
WHEREAS, the Parties share a joint and common interest in cooperating with each other
to the extent permitted by law and in sharing certain information otherwise protected from
disclosure by the attorney-client privilege and by the attorney work-product doctrine and/or
joint-defense privilege in conducting a joint defense against any and all actual and potential 
claims that may be asserted against them with regard to the Site Contamination. 
TERMS OF AGREEMENT 
NOW THEREFORE, the Parties mutually agree as follows: 
1.       JOINT DEFENSE AND COMMON INTEREST. The Parties may, at the sole
option of each, share and exchange intelligence, strategies, research, studies, data, legal theories,
technical conclusions, confidences, information and documents ("Common Interest Materials")
to advance their negotiations with Ecology for work required under the Order. Common Interest
Materials shall be clearly designated as such on the face of the document.
2.       ALL PRIVILEGES MAINTAINED. The Common In terest Materials that the
Parties exchange shall maintain all privileges from disclosure to adverse or other third parties as
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a result of the attorney-client privilege, the attorney work-product doctrine, the privileges
applicable to parties with common interest, the joint-defense privilege, and other applicable
privileges or confidentiality protections to the fullest extent recognized under Washington law.
By this Agreement, the Parties state that in pursuit of their common interests and in joint defense
against any and all actual and potential claims that may be asserted against them with regard to
Site Contamination, they do not intend to waive any applicable privileges and they intend to
preserve to the maximum extent permitted by Washington law the attorney-client privilege,
protection under the attorney work-product doctrine, the joint-defense privilege, and all other
privileges and protections that they may have. In the event of any effort by a third party to
compel the disclosure of Common Interest Materials, including a request under the Washington
Public Records Act, Chapter 42.56 RCW, the Party that is the subject of the records request,
subpoena or other form of compulsory process shall promptly notify the other Parties so as to
afford such Parties the opportunity to seek protection from the compelled disclosure of Common
Interest Materials. Nothing herein shall preclude a party from producing Common Interest
Materials as required by law. 
3.       CONFIDENTIALITY.  Except  as  permitted  by  this  agreement  or  otherwise
required by law, the Parties agree not to disclose any Common Interest Materials received from
any other Party or its counsel or technical consultants to any person or entity other than (a)
attorneys and their staff representing a Party in connection with the Order or RI Work; (b)
experts or consultants retained by the receiving Party in connection with the Order or RI Work;
(c) insurers providing coverage related to the Site with whom a Party has a joint defense and/or
confidentiality  agreement;  (d) employees,  officers,   directors,  executives,  or  other  elected
representatives of the receiving Party who have responsibilities with regard to the Order or RI
Work. The Parties and their counsel shall take reasonable steps to protect and preserve the
confidentiality of Common Interest Materials received. Individuals permitted access to Common
Interest Materials shall be advised that the information is privileged and confidential and subject
to this Agreement. 
3.1     NON-CONFIDENTIAL INFORMATION.  Nothing in this Agreement
shall prevent the Parties from disclosing to others or using in any manner information
which the Party can show: 
(a) Was known by a Party prior to the execution of this Agreement, has been
published or has become a part of the public domain other than by acts,
omissions, or fault of the Parties or their agents or employees in violation of this
Agreement; 
(b) Has been furnished or made known to a Party by third parties (other than those
acting directly or indirectly for or on behalf of the Parties) or was obtained by a
Party in some manner other than pursuant to this agreement as a matter of legal
right, without any applicable restrictions on its disclosure; or 
(c) Was in the Party's possession prior to disclosure thereof by or on behalf of any
of the Parties. 
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4.       FUTURE  LITIGATION.  In  any  litigation  between  or  among  Parties,  this
Agreement shall not preclude discovery of Common Interest Materials, and this Agreement shall
not preclude Parties from obtaining disclosure of Common Interest Materials or alter the
obligations of Parties to disclose Common Interest Materials under applicable rules of Civil
Procedure. 
5.       ADDITIONAL PARTIES. By unanimous consent, the Parties  may agree to
allow other persons or entities who share their joint and common interest in defending any actual
or potential claims that may be asserted against them with regard to Site Contamination, and who
agree to be bound by the terms of this Agreement, to join the Agreement. 
6.       SEPARATE AND INDEPENDENT LEGAL REPRESENTATION. Nothing
in this Agreement shall be construed to affect the separate and independent representation of the
Parties by their respective counsel. Each Party understands and acknowledges that each Party is
represented exclusively by that Party's own attorneys inthe above-referenced matter. While
attorneys representing other Parties to this Agreement have a duty not to disclose the information
disclosed to them pursuant to this Agreement, they will not act for any Party other than their own
clients in the above-referenced matter. Each Party understands and agrees that this Agreement
itself  does  not  and  will  not  create  any  attorney-client relationship with any other Party's
attorneys. 
7.       INDIVIDUAL CONSULTANTS. Nothing in this Agreement shall be construed
to affect the separate and independent ability of the Parties and their counsel to obtain consulting
services, including any environmental consultants, hired directly or indirectly by a Party, or its
attorneys,  agents,  or  contractors,  in  connection  with  Site Contamination ("Individual
Consultants"). As may be necessary to effectuate the purposes of this Agreement, the Parties
acknowledge that Common Interest Materials may be shared with Individual Consultants as
agents and/or representatives of the Parties, to the extent the Party does not otherwise violate the 
provisions of this Agreement. The Parties intend that the privilege and confidentiality protections
in this Agreement shall apply to the maximum extent permitted by law to information generated
by and shared with Consultants.
8.       JOINT  CONSULTANT.  The  Parties  will  work  in  good  faith  to  select  a
consultant to represent the Parties with the Department of Ecology and to perform work
associated with negotiating and implementing the Order and the RI Work. The Joint Consultant's
scope of work to complete the RI Work and a budget for the RI Work shall be determined by
unanimous consent of the Parties. Following the selection of the Joint Consultant, pursuant to the
process described in 8.1 below, and approval of the budget and scope of work, the Parties will
endeavor to direct the RI Work by unanimous consent. If  the Parties fail to reach consensus
within a reasonable time, the Parties may proceed only after consultation with and direction from 
Ecology.
8.1     CONTRACTING. 
(a)      Selection. The City of Seattle will enter into and oversee contracts
with the Joint Consultant on behalf of the Parties. The City will follow its regular
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contracting procedures to advertise for and select potential consultants except as
described herein. In addition to the City, the Port and South Park Marina shall
participate  in  interviewing  potential  consultants.  The  Parties  shall  select  a
consultant from the pool of applicants by unanimous consent. Unless otherwise
agreed, in no event shall the Joint Consultant be a consultant previously retained
by any Party in connection with the Site or with the T117 Early Action Area. 
(b)     Billing. The City will provide copies of the Joint Consultant and
Ecology invoices to all Parties prior to payment of each invoice, and will pay each
invoice  after  receiving  authorization  from  each  Party,  provided  that  any
objections to an invoice must be delivered to the City in writing within ten (10)
calendar days of receipt of the invoice by the objecting Party. The City may
presume approval of an invoice if no objection is received within ten (10)
calendar days. The City will prepare and submit a final pro rata invoice for Each
Party, following the 10-day review period. Each Party will reimburse the City for
its share of each invoice within sixty (60) calendar days of receiving the pro rata
invoice and backup supporting the charges indicated on the invoice sufficient to
meet the contracting requirements of each Party. In the event of a timely objection
to  an  invoice,  the  Parties  will  confer  within  fourteen  (14)  calendar  days
concerning the objection.  Following good faith discussions concerning the
objection, if the City does not agree with the objection and wishes to pay the
invoice in full, the other parties shall each reimburse the City for their shares of
the invoice within sixty (60) days of receiving such invoice. If the parties reach
an agreement on an alternative to paying the invoice in full, the City shall
communicate that agreement with the Joint Consultant and the Parties shall pay
their respective shares of the revised invoice total within sixty (60) days of the
City's communication of that agreement.
8.2     ACCESS TO INFORMATION. Each Party shall have full and equal access to
the Joint Consultant(s) and to all data, results, reports, and other documents or
information supplied to or developed by the Joint Consultant, subject to the
confidentiality provisions of this Agreement. 
9.       SHARED COSTS.  The Parties will share the costs of the RI Work and may,
upon further written agreement or amendment of this Agreement, share the costs of certain 
additional specified tasks relating to the investigation and remediation of Site Contamination.
"SharedCosts" as agreed to under this Paragraph 0 shall mean (a) Joint Consultant invoices
approved by all Parties as part of the RI Work; (b) Ecology oversight costs, if any; and (c) any
other costs subsequently agreed to in writing by the Parties. Shared Costs shall not include any
legal expenses, attorney fees, or other legal or Individual Consultant costs associated with a
Party's independent activities relating to the Site.Unless a different contribution percentage
("ContributionPercentage") amount is agreed to in writing by the Parties for a given task, the
Parties participating in this Agreement shall contribute equal shares to Shared Costs on an
interim basis, which at the time of execution is as follows: (i) South Park Marina, 33.33 percent
(%); (ii) the City, 33.33 percent (%); and (iii) the Port, 33.33 percent (%). In the event that any
Party withdraws or is in material breach of this Agreement, the remaining participating Parties
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shall contribute equal shares to the Shared Costs. The Contribution Percentages in no way reflect
any final, negotiated allocation of responsibility for costs associated with investigating and
remediating any Site Contamination and shall not be asserted as such. Such preliminary division
of Shared Costs shall not be admissible evidence in any proceeding except to establish that such
amounts have in fact been contributed by the respective Parties. The Parties recognize and agree
that any Contribution Percentages agreed to pursuant to this Paragraph 0 are compromise
percentages and do not represent the Parties' view of the ultimate allocation of any liability for
any costs associated with investigating and remediating any Site Contamination. Nothing in this
Paragraph 0 or elsewhere in the Agreement should be construed as an admission of liability by
any Party to any percentage or extent.  A Party's failure to timely pay its share of the Shared
Costs constitutes a material breach of this Agreement.  A Party in material breach of this
Agreement shall no longer participate in any decision-making under Paragraph 8 until and unless
such unpaid Shared Costs are resolved. 
10.     PAST  REMEDIAL  ACTION  COSTS.   Nothing  in  this  Agreement  shall
preclude any Party that has incurred remedial action costs in connection with the Site prior to
execution of this Agreement from seeking recovery of the same, in whole or in part, from any
other Party or Parties as allowed by law and equity.
11.     COMMUNICATIONS.  A Party shall not initiate ex parte communications that
do not include the other Parties with any employees or representatives of Ecology regarding any
aspect of the Site, including the Order and the RI Work, without including the other Parties and
giving them an opportunity to participate in the communication. The Parties shall confer in good
faith prior to any planned phone calls or meetings with regulatory authorities to agree on specific
talking points, positions, and/or messages to convey. In the event an employee or representative
of Ecology contacts a Party or its Individual Consultant regarding the Site, that Party shall
promptly notify the other Parties and forward any written communications to all Parties. 
12.     WITHDRAWAL. Any Party may withdraw from this Agreement upon prior 
thirty (30)-day written notice to all other Parties. Any withdrawing Party and that Party's counsel
shall continue to be bound by this Agreement with regard to any Common Interest Materials
received, learned, or obtained at any time prior to the effective date of the withdrawal, and this
Agreement shall continue to protect all applicable privileges and the confidentiality of Common
Interest Materials disclosed to both the withdrawing Party and that Party's counsel. Any
withdrawing Party shall continue to be responsible for Shared Costs as described in Paragraph 9
above, and shall continue to pay its share of RI Work until completion of the RI Work as
determined by Ecology. 
13.     EQUITABLE REMEDIES. The Parties agree that the rights, privileges, and
interests intended to be protected by this Agreement are unique and any violation of this
Agreement may result in irreparable harm and injury to the other Parties. The Parties specifically
agree that the terms of this Agreement may be enforced through appropriate injunctive relief,
specific performance, or other equitable relief; provided that no action to enforce this Agreement
may be brought by any Party without first having referred the dispute to mediation. 

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14.     DURATION OF AGREEMENT. This Agreement, including its provisions on
the use and confidentiality of Common Interest Materials, shall remain in full force and effect
notwithstanding any settlement or resolution of claims related to Site Contamination. The
provisions of this  Agreement governing the use and confidentiality of Common Interest
Materials shall continue to apply to any employee of any Party or its counsel who ceases to be
employed by that Party, and to any expert, consultant, terminated counsel, agent, or contractor
who worked on behalf or under the direction of any Party or its counsel. 
15.     USE  OF  AGREEMENT.  This  Agreement,  the  contents  hereof,  or  the
preliminary division of any Shared Costs shall not be admissible evidence in any proceeding
without the written consent of all Parties, except as stated in  9, and except to enforce the terms
of this Agreement, to prove the existence of this Agreement or the common interest or joint
defense privilege by providing a copy of this Agreement and asserting the common interest or
joint defense privilege to a court of competent jurisdiction, or as required by law or court order. 
16.     HEADINGS NOT CONTROLLING. The paragraph headings included herein
are for reference only and are not a part of this Agreement. The headings shall not control or
alter the meaning of this Agreement as set forth in the text. 
17.     NOTICES.  All notices, requests, consents, claims, demands, waivers, and any
other such communications shall be in writing and shall be deemed to have been given (i) when
delivered by hand (with written confirmation of receipt); (ii) when received b y the addressee if
sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by
facsimile or e-mail (with confirmation of transmission); or (iv) on the third  (3rd) day after the
date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective Parties at the following addresses (or at such
other address for a Party as shall be specified in a notice given in accordance with this Section 
17): 
If to the Port of Seattle:                              Copy to: 
Elizabeth C. Black                               Thomas A. Newlon 
Senior Port Counsel                             Stoel Rives LLP 
Pier 69, 2711 Alaskan Way                     600 University Street, Suite 3600 
P.O. Box 1209                                Seattle, WA 98101-4109 
Seattle, WA 98111                             Phone: (206) 386-7677 
Phone: (206) 787-4697                         E-mail: thomas.newlon@stoel.com 
E-mail: black.e@portseattle.org 

If to the City of Seattle:                              Copy to: 
Allison Crowley                               Tad Shimazu 
PO Box 34023                              Assistant City Attorney 
Seattle, WA 98124-4023                       Seattle City Attorney's Office 
Phone: 206-684-3167                        701 Fifth Ave., Suite 2050 
E-mail: Allison.crowley@seattle.gov            Seattle, WA 98104-7097 
Phone: (206)-233-2151 
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E-mail:Tad.Shimazu@seattle.gov 
If to South Park Marina, L.P.:                    Copy to: 
South Park Marina, L.P.                         Karr Tuttle Campbell P.S. 
Attn.: Guy Crow, Managing Partner             Attn.: Thomas D. Adams 
8604 Dallas Avenue South                     701 Fifth Avenue, Suite 3300 
Seattle, WA 98108                             Seattle, WA 98104 
Phone: (206) 762-3880                         Phone:     (206) 224-8026 
Email: crow45@aol.com                      Facsimile:  (206) 682-7100 
E-mail:     tadams@karrtuttle.com 
Any Party may change the address to which notices, requests, demands, claims, waivers, and any
other such communications under this Agreement are to be delivered by giving the other Parties 
notice in the manner set forth above. Any Party may make service on the other Parties by
sending or delivering a copy of the process to the Parties to be served at the address and in the
manner provided for the giving of notices above. 
18.     COUNTERPARTS; SIGNATURES. This Agreement may be executed in any
number of identical counterparts, notwithstanding that all Parties have not signed the same
counterpart, with the same effect as if all Parties had signed the same document. All counterparts
shall  be construed as and  shall  constitute one and the same  agreement. S ignature images
transmitted electronically on this Agreement will be fully binding and effective for all purposes.
19.     AUTHORIZATION AND EXECUTION. By executing this Agreement, the
undersigned certify that they have authority to bind their respective entities to the terms of this
Agreement and are signing on behalf of their respective entities as shown below. 
20.     FINAL AND COMPLETE EXPRESSION. This Ag reement is the final and
complete expression of the Parties concerning the subjects covered by this Agreement and this
Agreement supersedes and replaces all prior agreements, discussions, representations, and drafts,
all of which are merged into, and superseded by, this Agreement. 
21.     AMENDMENT AND SEVERABILITY OF AGREEMENT. If any provision
of this Agreement is found invalid or unenforceable, then the balance of this Agreement shall
remain in full force and effect.  This Agreement may not be amended or modified except in a
writing executed by each Party. 
22.     GOVERNING LAW. This Agreement was entered into under the laws of the
State of Washington. If it becomes necessary to interpret any of the Agreement's terms, it is the
intent of the Parties that the laws of the State of Washington shall apply, without giving effect to
the provisions thereof relating to conflicts of laws or choice of laws. 
23.     BINDING EFFECT. This Agreement is binding upon and inures to the benefit
of the Parties and their respective heirs, legatees, representatives, successors, transferees, and
assigns.  Furthermore, this  Agreement shall  automatically apply to substitute or associated
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counsel who may appear on behalf of any Party, which substitute or associated counsel shall
thereupon become a party to and be bound by this Agreement.
24.     THIRD PARTIES; NO WAIVER ON DEFAULT. Nothing in this Agreement
shall be construed to waive any rights, claims, or privileges that any Party shall have against any
person or entity who is a non-participant to this Agreement, Ecology, or any other person or
entity.  This Agreement is for the sole and exclusive use of the Parties hereto, and none of the
provisions of this Agreement shall be deemed to be for the benefit of any other person or entity.
A failure to act on any default by any Party shall not be deemed a waiver to protest any future
defaults hereunder. 
25.     FULL  UNDERSTANDING;  INDEPENDENT  LEGAL  COUNSEL. The
Parties each acknowledge, represent, and agree that they have read this Agreement; that they
fully understand the terms thereof; that they have been fully advised by their legal counsel and
other  advisors  with  respect  thereto;  that  it  is  executed  by  them  upon  the  advice  and
recommendation of their independent legal counsel; and that if any subsequent ambiguity is
found in this Agreement it shall not be interpreted against any Party, as all Parties participated in
the drafting of this Agreement. 
26.     EFFECTIVE  DATE. This  Agreement   applies  to  all  future  exchanges  of
Common Interest Materials among the Parties and incorporates the prior intent and practices of
the Parties, as well as prior exchanges of Common Interest Materials, and is effective as of 
September 1, 2018. 









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IN WITNESS WHEREOF, the Parties below have caused this Agreement to be executed
effective as of the date set forth in Paragraph 26 above. 


SOUTH PARK MARINA               KARR TUTTLE CAMPBELL 

______________________ ______________________ 
Guy Crow, Owner                           Thomas D. Adams 
Partner 

CITY OF SEATTLE                    CITY OF SEATTLE 

______________________ ______________________ 
Client                                               Tad Shimazu 
Assistant City Attorney 

PORT OF SEATTLE                   STOEL RIVES LLP 

______________________ ______________________ 
Thomas Tanaka                              Thomas A. Newlon 
Acting General Counsel                         Partner 




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