LOWER DUWAMISH WATERWAY GROUP
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT ("MOA") is made and entered
into by and among the Port of Seattle, the City of Seattle, King County and The
Boeing Company. These four signatories to this MOA are collectively referred to as
the "Lower Duwamish Waterway Group" or "LDWG," and individually as "Member"
or "Members." The date of this MOA is June 9,2000.
RECITALS
WHEREAS, the U.S. Environmental Protection Agency ("EPA") and the
Washington Department of Ecology ("DOE") (collectively the "Agencies") have
conducted sediment studies in the Lower Duwamish Waterway that indicated the
presence of certain hazardous substances;
WHEREAS, the area of the Agencies' studies, known as the Lower Duwamish
Waterway, is shown on the map marked Exhibit A attached hereto and ,by this
reference made a part hereof;
WHEREAS, the LDWG Members have interests in the Lower Duwamish
Waterway area;
WHEREAS, the Agencies are pursuing various sediment management options
including potentially placing portions of the Lower Duwamish Waterway on the
National Priorities List ("NPL") pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA");
WHEREAS, the LDWG believes that it is in the best interests of the Puget
Sound region that portions of the Lower Duwamish Waterway not become a NPL site
at this time;
WHEREAS, the LDWG has certain common interests related to the Lower
Duwamish Waterway and recognizes that its common interests will be best served
through mutual cooperation and this MOA;
WHEREAS, the LDWG has signed the Lower Duwamish Waterway
Administrative Order on Consent for Remedial Investigation,Feasibility Study
("AOC"), attached hereto as Exhibit B and by this reference made a part hereof;
WHEREAS, Exhibit A of the AOC contains a Statement of Work ("SOW"),
and Tasks 1 through 7 of the SOW concern the preparation of a Phase I Remedial

Investigation ("Phase I RI"), Tasks 8 through 12 concern the preparation of a Phase I1
Investigation ("Phase I1 RI"), and Task 13 concerns the preparation of a Feasibility
Study Work Plan ("FS Work Plan");
WHEREAS, some of the LDWG Members may, as authorized by the AOC,
discontinue participating in the AOC after the completion of the Phase I RI or the
completion of the Phase I1 RI and FS Work Plan;
WHEREAS, some or all of the LDWG Members may conduct a Feasibility
Study ("FS") under the AOC; and
WHEREAS, without admitting any fact, responsibility, fault or liability in
connection with CERCLA or any other applicable environmental law or regulation,
the LDWG Members wish to cooperate with each other with respect to certain
activities related to sediments in the Lower Duwamish Waterway.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the LDWG Members
mutually agree and covenant as follows:
1.    Effective Date and Condition Subsequent
This MOA shall not become effective until EPA and Ecology each sign the
AOC. This MOA shall remain in effect until completion of the AOC or until it
is terminated by the LDWG.
2.    Shared Phase I RI Costs
2.1   Allocation of Shared Phase I RI Costs
The LDWG Members hereby agree to pay the Shared Phase I RI Costs
(as defined in Section 2.2) by allocating such costs on an interim equal
or per capita basis up to a maximum cost of $75,000 to each Member
(thus, up to a maximum total cost of $300,000 for the Phase I RI),
including all tasks necessary to complete the Phase I RI. The LDWG
may agree to increase Shared Phase I RI Costs above $300,000. Each
Member shall be severally, and not jointly, liable for this interim
allocation of Shared Phase I RI Costs. A performing Member reserves
all rights of action against a defaulting or non-performing Member for
recovery of Shared Phase I RI Costs under all applicable statutes or
theories of law or equity.  The Members agree that such payments
constitute an interim allocation for participation under this MOA and do

not represent an allocation of responsibility for investigation or cleanup
of the Lower Duwamish Waterway. Members do not waive .their right
to seek an allocation or contribution different from that set forth in
Section 2.1 from other Members or from persons or entities not a
Member to this MOA.
2.2   Definition of Shared Phase I RI Costs
Shared Phase I RI Costs shall mean all agreed to costs incurred after
February 1, 2000, to complete the Phase I RI, including EPA/Ecology
oversight costs applicable to this Phase I RI. Shared Costs shall not
include: (1) costs incurred prior to February 1, 2000; (2) costs related to
a Member's individual environmental investigations or cleanups in or
near the Lower Duwamish Waterway; and (3) costs related to work
performed by an employee or attorney of a Member, or any consultant
other than the LDWG's common consultant, Dr. Michael Johns and the
firm he will become associated with ("Consultant") or its LDWG-
approved subconsultant(s).
2.3  Procedure for Payments
The Port of Seattle ("Port") shall execute a contract with the LDWG's
SOW Consultant. The Port shall be the LDWG's liaison between each
Member and the Consultant for the payment of Consultant invoices.
The Consultant shall send its invoices to the Port, and the Port shall be
responsible for distributing invoices to each Member. Each.Member
shall transmit to the Port's Designated Representative, as set out in
Section 24, its allocation of the Shared Phase I RI Costs of the
undisputed amounts of each invoice, payable to the Consultant, within
thirty (30) days of receipt by the Member. The Port shall be responsible
for forwarding the payments to the Consultant. Individual Members will
pay any interest charges due to their late payment to the Port resulting in
late payment to the Consultant.
3.    Shared Phase I1 RI and FS Work Plan Costs
3.1  Right to Withdraw
As set forth in the AOC, the City of Seattle and The Boeing Company
each has the right to withdraw from the AOC and have no further
obligations under the AOC after the completion of the Phase I RI, and

such a right is unilateral and not subject to opposition by EPA, DOE, or
any other entity, including the Members.
3.2  Allocation of Shared Phase I1 RI and FS Work Plan Costs
The Port of Seattle, King County, and any other LDWG Member who
has not withdrawn from the AOC after the performance of the Phase I
RI ("Phase I1 RI and FS Work Plan Participating Member") agree to pay
the Shared Phase I1 RI and FS Work Plan Costs (as defined in
Section 3.3) by allocating such costs on an interim equal or per capita
basis for each Phase I1 RI and FS Work Plan Participating Member, up
to a maximum total cost of $1,113,000, exclusive of Phase I RI Costs.
The Phase I1 RI and FS Work Plan Participating Members may increase
Shared Phase I1 RI and FS Work Plan Costs above $1,113,000, and any
Phase I1 RI and FS Work Plan Participating Member may seek a
different interim allocation of such costs above $1,113,000.  Each
Phase I1 RI and FS Work Plan Participating Member shall be severally,
and not jointly, liable for the interim allocation of Phase I1 RI and FS
Work Plan Costs. Except as set forth in this Agreement, a performing
Phase I1 RI and FS Work Plan Participating Member reserves all rights
of action against a defaulting or non-performing Phase I1 RI and FS
Work Plan Participating Member or a Member who has withdrawn from
further participation in the AOC for recovery of Shared Phase I1 RI and
FS Work Plan Costs under all applicable statutes or theories of law or
equity.  The Members agree that payments made under this MOA
constitute an interim allocation for participation under this MOA and do
not represent an allocation of responsibility for investigation or cleanup
of the Lower Duwamish Waterway. Members do not waive their right
to seek an allocation or contribution different from that set forth in
Section 3.2 from other Members or from persons or entities not a
Member to this MOA.
3.3   Definition of Shared Phase I1 FU and FS Work Plan Costs
Shared Phase I1 RI and FS Work Plan Costs shall mean all costs agreed
to by Phase I1 RI and FS Work Plan Participating Members for work
necessary to complete the Phase I1 RI and FS Work Plan, including
EPAJEcology oversight costs applicable to this Phase I1 RI and FS
Work Plan. Shared Phase I1 RI and FS Work Plan Costs shall not
include: (1) costs incurred prior to February 1, 2000; (2) costs related to
a Member's individual environmental investigations or cleanups in or
near the Lower Duwamish Waterway; (3) costs related to work

performed by an employee or attorney of a Member, or any consultant
other  than  the  LDWG's consultant  or  its  LDWG-approved
subconsultant(s); and (4) costs related to the Phase I RI.
3.4  Procedure for Payments
The Port shall execute a contract with the LDWG's Consultant. The
Port shall be the LDWG's liaison between each such Member and the
Consultant for the payment of Consultant invoices. The Consultant
shall send its invoices to the Port, and the Port shall be responsible for
distributing invoices to each such Member. Each Phase I1 RI and FS
Work Plan Participating Member shall transmit to the Port's Designated
Representative, as set out in Section 24, its allocation of the Shared
Phase I1 RI and FS Work Plan Costs of the undisputed amounts of each
invoice, payable to the Consultant, within thirty (30) days of receipt by
such Member.  The Port shall be responsible for forwarding the
payments to the Consultant. Individual Phase I1 RI and FS Work Plan
Participating Members will pay any interest charges due to its late
payment to the Port resulting in late payment to the Consultant.
4.    Shared FS Costs
4.1  Right to Withdraw
As set forth in the AOC, the City of Seattle and The Boeing Company
each has the right to withdraw from the AOC and have no hrther
obligations under the AOC after the completion of the Phase I1 RI and
FS Work Plan, and such a right is unilateral and not subject to
opposition by EPA, DOE, or any other entity, including the Members.
4.2   Allocation of Shared FS Costs
The Port of Seattle, King County and any other LDWG Member who
has not withdrawn from the AOC after the performance of the Phase I1
RI and FS Work Plan ("FS Participating Member") agree to pay the
Shared FS Costs (as defined in Section 4.3) by allocating such costs on
an interim equal or per capita basis for each FS Participating Member,
up to a maximum total of $400,000, exclusive of Shared Phase I RI
Costs and Shared Phase I1 RI and FS Work Plan Costs.  The FS
Participating Members may agree to increase Shared FS Costs above
$400,000, and any other FS Participating Member may seek a different
interim allocation of such costs above $400,000. Each FS Participating

Member shall be severally, and not jointly, liable for the interim
allocation of Shared FS Costs. Except as set forth in this Agreement, a
perfonning FS Participating Member reserves all rights of action against
a defaulting of non-performing FS Participating Member or Member
who has withdrawn from further participation in the AOC for recovery
of Shared FS Costs under all applicable statutes or theories of law or
equity.  The Members agree that payments made under this MOA
constitute an interim allocation for participation under this MOA and do
not represent an allocation of responsibility for investigation or cleanup
of the Lower Duwamish Waterway. Members do not waive their right
to seek an allocation or contribution different from that set forth in
Section 4.2 from other Members or from persons or entities not a
Member to this MOA.
4.3  Definition of Shared FS Costs
Shared FS Costs shall mean all costs agreed to by FS Participating
Members for work necessary to complete the FS, including
EPNEcology oversight costs applicable to this FS. FS Costs shall not
include: (1) costs incurred prior to February 1, 2000; (2) costs related to
a Member's individual environmental investigations or cleanups in or
near the Lower Duwamish Waterway; (3) costs related to work
performed by an employee or attorney or a Member, or any consultant
other  than  the  LDWG's  consultant  or  its  LDWG-approved
subconsultant(s); and (4) costs related to the Phase I RI and Phase I1 RI
and FS Work Plan.
4.4  Procedure for Payments
The Port shall execute a contract with the LDWG's Consultant. The
Port shall be the LDWG's liaison between each such Member and the
Consultant for the payment of Consultant invoices.  The Consultant
shall send its invoices to the Port, and the Port shall be responsible for
distributing invoices to each such Member.  Each FS Participating
Member shall transmit to the Port's Designated Representative, as set
out in Section 24, its allocation of the Shared FS Costs of the undisputed
amounts of each invoice, payable to the Consultant, within thirty (30)
days of receipt by such Member. The Port shall be responsible for
forwarding the payments to the Consultant. Individual FS Participating
Members will pay any interest charges due to its late payment to the Port
resulting in late payment to the Consultant.

5.   Shared Public and Tribal Costs
5.1   Allocation of Shared Public and Tribal Costs
This Section 5 shall only apply if the Lower Duwamish Waterway is not
listed on the NPL, or to the extent the City, County and Port agree to
fund tribal and public participation in the RI/FS process. If this Section
5 applies, then the Muckleshoot and Suquamish Tribes, and entities
other than EPA and Ecology, shall receive funds for such participation
("Shared Public and Tribal Costs," as defined below).  The Port,
County, and City ("Public and Tribal Costs Participating Member")
hereby agree to pay all Shared Public and Tribal Costs by allocating
such costs on an interim equal or per capita basis. Each Public and
Tribal Cost Participating Member shall be severally, and not jointly,
liable for this interim allocation of Shared Public and Tribal Costs. The
Boeing Company shall provide to the LDWG the in-kind equivalent of
the per capita amount of the Shared Public and Tribal Costs, in a form
agreed to by the LDWG. The Members agree that such payments
constitute an interim allocation for participation under this MOA and do
not represent an allocation of responsibility for investigation or cleanup
of the Lower Duwamish Waterway. Members do not waive their right
to seek an allocation or contribution different from that set forth in
Section 5.1 from other Members or from persons or entities not a party
to this MOA.
5.2   Definition of Shared Public and Tribal Costs
Shared Public and Tribal Costs shall mean all costs agreed to by Public
and Tribal Costs Participating Members to fund tribal and public
participation related to this FUIFS.
5.3   Procedure for Payments
Upon the request of the EPA, and after EPA and Ecology have signed
the AOC, or pursuant to a participation agreement with the Tribes that is
executed by the parties, each Public and Tribal Costs Participating
Member shall pay its per capita share of the Shared Public and Tribal
Costs. A withdrawing Member shall only be responsible for its share of
Shared Public and Tribal Costs up to the time it withdraws.

6.   Consultant Procedure
6.1  Review of Work Product
All the documents, sketches, specifications, drawings, sampling plans,
analytical data and reports relating to the SOW that are (1) prepared,
developed or generated by the Consultant or its subconsultant(s) and
(2)proposed by the LDWG to be submitted to the Agencies
(collectively, "Work Product") shall be subject to review and comment
by all Members before being so submitted. Following submission by the
Consultant of draft Work Product to the Members, the Members shall
have fifteen (15) working days to review drafts of the final Phase I RI
report, the final Phase 11 RI report, and the final FS report, and ten (10)
working days to review all other Work Product, or any other time period
agreed upon by LDWG, within which to review and provide their
comments or objections to the LDWG and the Consultant. If a Member
does not make such comments or objections within these time periods,
the LDWG may submit the Work Product to the Agencies, provided that
it has been developed in accordance with the terms and conditions of
this MOA and the SOW.
6.2   Waiver of Conflict
The Members hereby agree to not seek to disqualify the individual
consultant of any Member on the basis of conflict of interest from
professional services they have performed or may perform on behalf of
that Member in connection with the Duwamish Waterway or on any
other project, based upon that consultant's work related to this MOA.
The Consultant is functioning as both the Port's individual consultant
and the LDWG's common consultant for this MOA. The Members
agree that the Port and the Consultant shall benefit from this same
conflict waiver; provided, however, that Consultant, or any other
common consultant of the LDWG (other than Appendix A, its owners
and employees), to the extent permitted by law, shall not provide any
testimony (exclusive of fact witness testimony) in a cost recovery, cost
allocation or other legal proceeding related to sediments or natural
resource damages in the Lower Duwamish Waterway, that is adverse or
potentially adverse to the interests of the other Members. Members that
withdraw from this MOA, pursuant to Section 7.4 below, agree to be
bound by this waiver.
6.3  Technical Committee

All communications between the Consultant and the LDWG shall
include, at a minimum, the LDWG's Technical Committee, composed of
the representatives listed in Section 24. As appropriate, the Consultant,
exercising his or her best judgment, shall notify the Technical
Committee prior to making a decision concerning its scope of work for
the LDWG and prior to communicating wi.th third parties, including
agency personnel.
7.    Organization and Meetings
7.1   Administrative Lead
The LDWG shall select a Member to serve as the Administrative Lead.
This Member shall provide this service at the pleasure of the LDWG.
The Administrative Lead shall determine Member availability for
meetings, notify Members of meetings, distribute materials and
information as required, and facilitate meetings. In so far as possible,
the Administrative Lead shall communicate with Members by electronic
mail to save costs and paper. The LDWG has selected the City of
Seattle as the initial Administrative Lead. Martha Burke will facilitate
the LDWG meetings.
7.2  Meeting Schedule
The LDWG shall hold such meetings as it deems necessary, which may
be called at any reasonable time by any Member.
7.3  Decision-making by Consensus
LDWG decisions shall be by consensus, i.e., unanimous vote of all
Members. Each Member shall have a veto over any decision of, or
position taken by, the LDWG, except as qualified below in this section.
A LDWG meeting or teleconference cannot be held if a Member does
not have its Designated Representative or designee present or available
by telephone, unless that Member consents to the meeting proceeding or
gives a written proxy to another Member.  Each Member shall be
entitled to one vote on all matters to be decided by the LDWG. The
Members shall endeavor in good faith to reach consensus in resolving
all matters to be decided by .the LDWG and may consider the use of a
facilitator or other dispute resolution mechanism to help achieve such
consensus if necessary. Notwithstanding this or any other provision of
this MOA, each Member shall have the unilateral right to withdraw from

this MOA as set forth in Section 7.4, to withdraw from the AOC, or to
invoke the dispute resolution procedures of the AOC.
7.4.   Withdrawal
(a)   Voluntary Withdrawal.  Any Member may withdraw from
participation in this MOA at any time upon written notice to the
other Members, effective the date such notice is postmarked.
Except as otherwise provided for herein or as otherwise agreed,
any Member who withdraws shall remain responsible to pay the
portion of Shared Phase I RI Costs, Shared Phase I1 RI and FS
Work Plan Costs, Shared FS Costs, or Shared Public and Tribal
Participation Costs it agreed to pay prior to the date of the
Member's withdrawal. A Member who withdraws voluntarily
shall not forfeit its rights to (1) copies of work product (either
draft or final) existing at the time of withdrawal; and (2)
reallocation of Shared Phase I RI Costs, Shared Phase I1 RI and
FS Work Plan Costs, Shared FS Costs, and Shared Tribal and
Public Participation Costs.   A Member who voluntarily
withdraws shall remain subject to the terms and conditions of this
MOA that survive termination of this MOA. Sections of this
MOA that shall survive termination are numbers Section 6.2, 14
and 16.  Notwithstanding any provision of this MOA,
Sections 6.1, 8, 9 and 15 of this MOA apply to and bind all
Members only as these sections relate to the Phase I RI; apply to
and bind only the Phase I1 RI and FS Work Plan Participating
Members as those sections relate to the Phase I1 RI and FS Work
Plan, and apply to and bind only the FS Participating Members as
those sections relate to the FS.
(b)   Withdrawal by Default. If a Member fails to make any required
payment by the due date, or breaches any other material term or
condition of the MOA, such Member shall be in default under the
MOA. If the Member fails to pay all required amounts due
within thirty (30) days after receiving written notice of such
default, or fails to cure within thirty (30) days any other material
provision of this MOA, or breaches an incurable provision of this
MOA, such Member shall be deemed to have withdrawn from
participation in this MOA. Thereafter, such defaulting Member
shall have no further rights hereunder, and it shall remain liable
to pay the maximum amount of its allocation of required costs
under the MOA. A defaulting Member who is deemed to have

withdrawn under this section shall remain subject to the terms
and conditions of this MOA that survive termination of this
MOA. Sections of this MOA that shall survive termination are
numbers 6.2, 14 and 16.
8.   Confidentiality and Use of Information
8.1   Confidential Information
From time to time, the Members may elect to disclose or transmit
documents, communications or mental impressions concerning the SOW
that have not been published or have not become part of the public
domain (collectively,"Confidential Information") to each other or to any
common consultant retained by the LDWG pursuant to this MOA.
Confidential Information may be disclosed to or transferred among the
Members orally or in writing or by any other appropriate means of
communication. The Members intend that no claim of attorney-client
privilege or work product immunity or any other privilege be waived by
reason of participation or cooperation in the common response to, or
defense of, any claims arising out of the AOC or as a result of exchange
or transmittal of Confidential Information.
8.2   Preservation of Privilege
It is the purpose of this section to ensure that the exchanges and
disclosures of Confidential Information contemplated herein do not
diminish in any way the confidentiality of such information and do not
constitute a waiver of any applicable privilege or other confidentiality
protection.  The Members intend by this section to protect from
disclosure all information and documents exchanged among any
Members or between any Member and the LDWG Consultant to the
greatest extent permitted by law regardless of whether the exchange
occurred before execution of this MOA and regardless of whether the
writing or document is marked "Confidential." However, each Member
shall not be precluded from communicating with its insurers, auditors,
and government contractingagencies as may be necessary.
8.3  Maintenance of Confidentiality
Each Member agrees that all Confidential Information received from
(I) any other Member or its individual consultant or counsel, or (2) any
consultant retained by the LDWG shall be held in strict confidence by

the receiving Member, and that such Confidential Information shall be
used only in connection with the assertion of any common claims or
defenses in connection with the AOC and conducting such other
activities that are necessary and proper to carry out the purposes of this
MOA. Each Member shall take all necessary and appropriate measures
to ensure that any person who is granted access to any Confidential
Information or who participates in work on common projects or who
otherwise assists any counsel or technical consultant in connection with
this MOA is familiar with the terms of this MOA and complies with the
terms hereof as they relate to the duties of such person.
8.4   Anticipation of Litigation
It is expressly agreed that the matters undertaken by the Members to
comply with the AOC (including without limitation, this MOA and the
provisions contained herein) were undertaken as, and are intended to
constitute, a joint defense in anticipation of litigation, which could be
expected with respect to the AOC, that all Confidential Information
developed, generated, or otherwise produced in connection with this
MOA is work product in anticipation of litigation, and that each
Member will reasonably defend any effort to require disclosure of any
such Confidential Information.
8.5  Compelled Disclosure
If Confidential Information becomes the subject of an administrative or
judicial order requiring disclosure by a Member, the Member may
satisfy its confidentiality obligations hereunder by either (i) objecting to
production of any such Confidential Information on grounds of
confidentiality and/or any privilege, such as attorney work product or
attorney-client, and seeking an order for protection from disclosure, or
(ii) promptly notifying the Member(s) that generated the Confidential
Information, if possible, at least five (5) days prior to any such required
disclosure and informing the generating Members of all material
information concerning the required disclosure.
8.6  Nonconfidential Information
Nothing in this MOA shall prevent the Members from disclosing to
others or using in any manner information which the Member can show:

(a)   Was known by a Member prior to execution of the MOA, has
been published or has become part of the public domain other
than by the acts, omissions or fault of Members or their agents or
employees in violation of this MOA; or
(b)   Has been furnished or made known to a Member by third parties
(other than those acting directly or indirectly for or on behalf of
the Members) or was obtained by a Member in some manner
other than pursuant to this MOA, as a matter of legal right,
without any applicable restrictions on its disclosure; or
(c)   Was in the Member's possession priorto the disclosure thereof by
or on behalf of any of the Members.
8.7   In any litigation between or among Members, this MOA shall not
preclude discovery of Confidential Information, and this MOA shall not
preclude  Members  from  obtaining  disclosure  of  Confidential
Information or alter the obligations of Members to  disclose
Confidential Information under applicable rules of Civil Procedure.
9.   Ex Parte Contacts; Press Conferences and Press Releases
Members agree to endeavor to exercise good judgment and to act in the best
interests of the LDWG in communicating in any manner  with any
governmental agencies or other entities, including, but not limited to, the EPA,
DOE or CERCLA Natural Resource Damage Trustees, concerning the subject
of this MOA. Substantive communications by a Member with such third
parties concerning the subject of this MOA should be disclosed to the other
Members. Members shall not hold public meetings, press conferences or issue
press releases concerning the subject of this MOA without obtaining the prior
consent of the LDWG. The LDWG shall not unreasonably withhold such
consent.  The intent of this section is to help ensure that each Member's
interests and legal position as it relates to the Duwamish Waterway is protected
and that the LDWG speaks as one voice to governmental agencies and the
public. If the LDWG is to maintain its credibility and remain effective, it is
critical that it not create confusion or send conflicting signals to governmental
agencies and the public. It is not the intent of this MOA to limit the normal
work of the members, which work may include discussions related to Lower
Duwamish issues with other entities andlor the public.

10.   Reservation of Claims; Tolling of Statutes of Limitation
The Members enter into this MOA without waiver of, release of, or prejudice
to any claims, defenses, interests, or causes of action (collectively, "claims")
for contribution, indemnity, or other claims by any Member against any other
Member or other person or entity. All such claims are expressly reserved.
Further, from the Effective Date of this MOA until the termination or
expiration of this MOA, or a Member's withdrawalfrom the MOA as provided
in this MOA, whichever is earlier, the Members agree expressly to toll all
applicable statutes of limitation, and no Member shall file a claim under statute
or common law against any other Member, concerning the RIBS for the Lower
Duwamish Waterway performed under the AOC. This prohibition on Members
filing claims against each other shall not apply to specific sites, including early
action sites identified or discussed in the RIIFS.
11.  No Admission of Liability
A Member'sparticipation in and compliance with this MOA or the AOC shall
not be considered an admission of liability for any purpose.
12.  Enforceability by Third Parties
This MOA is not intended for the benefit of any person or entity not a signatory
to this MOA and is not enforceable by any third party.
13.  Additional Parties
Additional parties that may have interests in the Lower Duwamish Waterway or
Members that have withdrawn from the MOA may, with the unanimous
consent of the LDWG, join this MOA by executing and delivering a
counterpart hereof and by paying their per capita proportionate allocation of
the Shared Phase I RI Costs, Shared Phase I1 RI and FS Work Plan Costs,
Shared FS Costs, applicable EPAIEcology oversight costs and Shared Public
and Tribal Costs as if they had been a Member from the Effective Date, with
interest thereon as determined by the LDWG.  The original Members will
receive a disbursement reflecting the adjusted shares.
14.   Waiver of Conflicts for Attorneys
The Members hereby agree that no Member to the LDWG who is a lawyer, nor
that lawyer's law firmor office, shall be barred from representing his, her or its
client or clients in any litigation or controversy between two or more of the
Members, arising out of this MOA or the Members' involvement in the

Duwamish Waterway area, because of that lawyer's service with the LDWG;
and each of the Members hereby consents to such representation by such
lawyers on behalf of the other Members.
15.  National Contingency Plan and Substantial Equivalence
The Members agree that all response costs or remedial actions taken in
compliance with the MOA shall be deemed consistent with the National
Contingency Plan and shall be deemed the "substantial equivalent" of a DOE-
initiated or directed cleanup.
16.  Relationship of Members
16.1  Unless otherwise agreed, no Member, Member's representative or
counsel for any Member, has acted or will act as counsel for any other
Member with respect to this MOA. Each Member represents that it has
sought and obtained from its own counsel any legal advice it deems
necessary prior to entering into this MOA.
16.2  Nothing herein shall be deemed to create a partnership, joint venture,
principal and agent, or attorney-client relationship between or among the
Members.
16.3  Each member shall be individually responsible for its activities and
obligations under this MOA, and no action undertaken by one Member
shall create or impose liabilities on any other member.
17.  Amendments
This MOA may be amended only by the unanimous approval of the Members.
Such amendments shall become effective on the date written notice of such
amendments is postmarked to all Members. However, nothing in this Section
prohibits Members from entering into separate agreements with other
Members, and unanimous approval is not required for such separate
agreements.
18.  Successors and Assigns
This MOA shall be binding upon the successors and assigns of the Members.
No assignment or delegation of the obligation to make any payment or
reimbursement hereunder shall release the assigning Member without the prior
written consent of the other Members.

19.  Severability
If any provision of this MOA is deemed invalid or unenforceable, the balance
of the MOA shall remain in full force and effect.
20.  Authority of Members
Each Member represents and warrants that he or she is has all requisite power
(corporate or otherwise) to enter into and be bound by the terms and conditions
of this MOA and to carry out its respective obligations hereunder and the
execution and delivery by such Member of this MOA and the performance of
such Member's obligations hereunder have been duly authorized by all
necessary action (corporate or otherwise) of such Member.
21.   Counterparts
This MOA 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.
22.  Entire Agreement
This MOA, including documents incorporated by reference, constitutes the
entire understanding of the Members with respect to its subject matter.
23.  Governing Law
This MOA shall be construed under and in accordance with the laws of the
State of Washington and venue shall lie in King County Superior Court.
24.   Notices; Designated Representatives; Voting Decisions of Members
All notices, bills, copies of bills, invoices, certifications, reports, and other
communications to or by a member or the Consultant relating to the MOA shall
be sent to the Designated Representative listed by the Member below. Only the
Designated Representative, or his or her designee, shall be entitled to vote on
behalf of such Member in connection with LDWG decisions pursuant to
Section 7.3.  Each Member shall have the right to change its Designated
Representative upon ten (10) days written notice to each of the other members
and the Chair. Each Member's designated representativeis:
The Port of Seattle               The Boeing Company
Tom Newlon              L. B. (Skip) Fox

The City of Seattle               King County
Elaine Bild                    Jeff Stern

IN WITNESS WHEREOF, the Members hereto enter into this 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
/

M.R. Dinsmore                  Ron Sims
Executive Director                   King County Executive

THE CITY OF SEATTLE         THE BOEING COMPANY

Paul Schell                        Kirk J. Thomson
Mayor                     Director of Energy & Environmental
Affairs

The City of Seattle              King County
Elaine Bild                   Jeff Stern
MWITNESS WHEREOF, the Members hereto enter into this 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 municipalityon whose behalf.
it is indicated that the person is signing.
THEPORT OFSEATTLE      KINGCOUNTY

M;R. Dinsmore                   Ron ~ i m s
.
Executive Director                   King County Executive .
THE CITY OFSEATTLE     *
THE BOEINGCOMPANY

-
Mayor                      Director of Energy & Environmental
. .
Affairs

IN WITNESS WHEREOF,the Members hereto enter into this MOA. Each
penon signing this MOA represents and warrants that he or she has been duly .
authorized to enter into this MOA by the corporationor municipality on whose behalf
it is indicated that the person is signing.
THEPORT OF SEATTLE         KING COUNTY

M.RDinsmore              Ron Sims
Executive Director                  King County Executive
.:: .
THE BOEING COMPANY

Kirk J. Thomson
Mayor                      Directorof Ener~& Environmental
Affairs

bcmf of such Member in co~ectionwith LDWG decisions p&uaht to
Section 7.3.  Eacb Membq shall have the right to change its Designated .
Representative upon tm (10) days d e nnotieto each ofthe other m&bar
md the Chair. Eacb Membeis 'desiearedrepresentative is:
: .
.  . ,
. I
.-
The Port of Seattle              The Boeing Cornpa*
... . . . . .
TomNewlon
. .
:
' '
L.B.(Skip)Fox
The Cityof Seattle             King County
Elaine Bild                   Jeff Stern
wWITNESS WHEREOF,&M&~~xs hmtoat= into t h ~MOA. .
person signingthis MOA represents and wanants that he or she has been duly
suth.orizedto enter into this MOA by the corporation or municipali@on whose bewf
it is indhtedihat the paum is signing.
. ....  ... i ;...
THERORTOFSlEATIZE  ..-., ....
; ::.:.
IQaY COUNTY
. .. :.. 4 1:. .
.   ..f.-... 7
. .
MJLDinSmare               Ron S h

THE                THE BOEING COrnANY
.
.
.I
. .: . ...
Paul Schell               I -       Kirk J. Tho-
'
~iictorof ~ n a g y& &ironmental
.. .  Aabin