DRAFT                  Date of
Meeting: Oct. 12,2010

AGREEMENT REGARDING GROUNDWATER MONITORING COSTS
AT SEATTLE-TACOMA INTERNATIONALAIRPORT
THIS AGREEMENT REGARDING GROUNDWATER MONITORING COSTS
AT SEATTLE-TACOMA INTERNATIONAL AIRPORT ("Agreement") is made and entered into
this        day of October, 2010 (the "Effective Date") between the PORT OF SEATTLE (the
"Port"), a Washington municipal corporation; DELTA AIR LINES, INC., as successor by merger
to NORTHWESTAIRI-INES, INC. ("Delta"), a Delaware corporation having its principal place of
business at 1020 Delta Boulevard, Atlanta, GA 30354; and AVlS BUDGET CAR RENTAL LLC,
a Delaware corporation with its principal place of business at 6 Sylvan Way, Parsippany, NJ
07054; HERTZ CORPORATION, a Delaware corporation with its principal place of business at
225 Brae Blvd, Park Ridge, NJ 07656; and VANGUARD CAR RENTAL USA LLC., a Delaware
corporation with its principal place of business at 600 Corporate Park Drive, St. Louis, MO,
63105 (for convenience Avis Budget Car Rental, Hertz and Vanguard Car Rental companies
are collectively referred to herein as "RACs"). The Port, Delta and RACs are collectively
referred to as "the Parties."
Whereas, on May 25, 1999, the Port entered into a Model Toxics Control Act Agreed Order (No.
97TC-N122) with the Washington Department of Ecology ("Ecology"), hereafter the "Agreed
Order"; and
Whereas, per the Agreed Order, the Port agreed to perform a comprehensive study ("Order
Study") of the groundwater underlying the Seattle-Tacoma International Airport ("Airport"). The
purpose of the groundwater study was to identify the existence of impacts to local water bodies
and drinking water supply wells from operations at the Airport; and
Whereas, in conducting the Order Study, the Port assessed the potential of groundwater
contamination at twenty-seven (27) Airport sites to impact local receptors, including water
bodies and drinking water supply wells. Of these 27 sites, the Port determined seventeen (17)
did not pose a threat of impact to local receptors, and performed groundwater modeling at the
remaining ten (I0) sites between 1999 and 2006; and
Whereas, the results of the Order Study indicated that based on 30-year modeling, none of the
10 sites modeled during the Order Study will impact local receptors. In concluding the Order
Study, Ecology recommended that the Port conduct a post-study five-year groundwater quality
monitoring plan ("Five-Year Monitoring Plan") to assess the results of the Order Study. The
Five-Year Monitoring Plan includes annual groundwater monitoring at groundwater wells located
downgradient from the RAC Sites and the Northwest Site; and
Whereas, because the RACs and Delta are conducting remediation activities at their leased
premises at the Airport, the Port has asked each of them to bear the costs of performing
groundwater sampling at those monitoring wells downgradient from their respective leased
premises, as outlined in the Five-Year Monitoring Plan, while the Port bears the cost of
monitoring at other locations; and
Whereas, the Parties acknowledge that Ecology may recommend or require additional
sampling, remediation or other environmental activities following the completion of the Five-Year
Monitoring Plan;
NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, privileges, and
obligations herein, the Parties hereby undertake, promise, and agree, as follows:
1.       lncgxnationof Recitals
a)     The recitals set forth above are incorporated by reference.
2.       Definitions
"Airport" means the Seattle-Tacoma International Airport.
"Budget Auto Facility" means the environmental remediation undertaken at the Airport by
Avis Budget Car Rental LLC, the description and location of which is further described in
the Order.
"Ecology" means the Washington State Department of Ecology.
"Effective Date1'means the date first set forth above.
"Environmental Condition" means the presence of Hazardous Substances at, on, or
under the Airport.
"Environmental Law" or "Environmental Laws" means any and all applicable common
law, statutes and regulations, of the United States or the State of washington relating to
environmental protection, contamination, the release, generation, production, transport,
treatment, processing, use, disposal, or storage of Hazardous Substances, and the
regulations promulgated by regulatory agencies pursuant to these laws, and any
applicable federal, state, andlor local regulatory agency-initiated orders, requirements,
obligations, directives, notices, approvals, licenses, or permits, including but not limited
to those for the reporting, investigation, cleaning, or remediation of any Hazardous
Substances on the Airport.
"Five-Year Monitoring Plan" means the scope of work as described in Section 8.4
("Groundwater Monitoring Network Design Recommendations")of the Phase I
Groundwater Study, prepared by Aspect Consulting for the Port of Seattle (July 25,
2008), which is attached to this Agreement as Exhibit A, and which Ecology
recommended be implemented following the termination of the Order.
"Hazardous Substance" means any hazardous, toxic, chemical, or dangerous
substance, pollutant, contaminant, waste or material, including petroleum, which is
regulated under any and all federal, state, or local statute, ordinance, rule, regulation, or
common law relating to chemical management, environmental protection, contamination,
or cleanup including, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 as amended (42 U.S.C.  9601 et seq.), the
Resource Conservation and Recovery Act as amended (42 U.S.C.  6901 et seq.) or
any other Federal, state, county, or city law, or any other ordinance or regulation existirlg
or which may exist in the future.
"Northwest Sites" means collectively, the environmental remediation previously
undertaken at the Airport by Northwest Airlines, Inc., and currently being undertaken by
Delta as successor by merger to Northwest Airlines, Inc., in particular the following sites:

Northwest Airlines Former Hangar Tanks; Northwest Airlines "Closed" Hydrant System;
Northwest Airlines Hydrant System South Satellite Baggage Tunnel Leak; and Northwest
Airlines "Abandoned" Hydrant System.
"Order" means Model Toxics Control Act Agreed Order (No. 97TC-N122) executed by
and amongst the Port and Ecology.
"Plan lmplementation Costs" means the total cost of performing all groundwater
sampling as outlined in the Five-Year Monitoring Plan but not including any further
monitoring that may be subsequently be required by Ecology depending on the outcome
of the Five Year Monitoring Plan.
"QTA Tank Area" means the environmental remediation undertaken at the Airport by the
Hertz Corporation, Avis Budget Car Rental LLC, and Vanguard Car Rental USA LLC.,
the description and location of which is further described in the Order.
"RAC Auto Facility" means the environmental remediation undertaken at the Airport by
the Hertz Corporation, Avis Budget Car Rental LLC, and Remediation and Liability
Management Company, Inc., the description and location of which is further described in
the Order.
"RAC Sites" means collectively the RAC Auto Facility, QTA Tank Area and Budget Auto
Facility.
3.       Agreement with Respect to Plan Implementation Costs
(a) The Parties have received a Revised Proposal to Install Monitoring Wells and Conduct
Groundwater Sampling from SLR International Corp., which is attached to this
Agreement as Exhibit B. The Parties hereby agree that this proposal will achieve the
goals of the Five Year Monitoring Plan, and that the estimate of Plan lmplementation
Costs contained in Exhibit B is reasonable.
(b) The Plan lmplementation Costs shall not be amended or revised without the written
consent of all Parties hereto. The Parties acknowledge, however, that the Plan
lrr~plementationCosts may require amending prior to or at the conclusion of the Five
Year Monitoring Plan if Ecology requires monitoring in excess of or in addition to the
Five Year Monitoring Plan.
4.       Sharing of Plan lmplemenwionCost;
(a) The Parties agree that all Plan lmplementation Costs shall be allocated as follows: Delta
37.6%; All RACs, 36.9%, and the Port, 25.5%.
(b) No later than 30 days after the Effective Date of this Agreement, the Port shall deliver
funds to Delta in the amount of $33,864, which represents its share of the expected Plan
lmplementation Costs.
(c) No later than 30 days after the effective date of this Agreement, each individual RAC
shall deliver funds to Delta in an amount equal to each RAC's percentage share of the
total RAC share of the Plan lmplementation Costs as detailed below:
Stwe of Total RAC'sPlan
RAC                                   -nt    ($1
ImphentatiionCosts (%)
Vanguard Car Rental USA                                               12,740.83
LLC.                                            26
Hertz Corworation                                     26                     12,740.83
-
-
Avis Budget Car Rental LLC                          48                    23,521.54
Total                                                                          49,003.20
(d) The RACs, Delta and the Port agree that, upon Delta's receipt of the funds per this
section, none of the Parties shall have any further financial obligations with respect to
this Agreement or the Five-Year Monitoring Plan, except to the extent that this
Agreement or the Five Year Monitoring Plan may be amended in the future in writing
upon the consent of all Parties.
(e) The RACs, Delta and the Port agree that, upon completion of the Five-Year Monitoring
Plan, Delta shall distribute any unused funds pro rata in accordance with the percentage
shares established per Paragraph 4(a) of this Agreement. The Parties agree that no
interest will accrue on their respective shares of the Plan Implementation Costs held by
Delta.
5.       The Parties enter into this Agreement without admission of responsibility or liability for
any Environmental Condition at the Airport. 'This Agreement is limited to funding of the
Plan Implementation Costs and does not convey any other substantive rights to the
Parties. This Agreement is not admissible in any proceeding except to enforce its terms.
6.       Administration and InformationSharing
(a) Within thirty (30) days of the effective date of this Agreement, the Parties will enter into
the Agreement for Environmental Consulting Services with SLR lnternational
Corporation in the form attached hereto as Exhibit C. Delta hereby agrees to administer
such contract on behalf of the Parties.
a.  Delta has used its internal procurement system to establish eligible consultants,
and recommends SLR International Corporation to the Port and the RACs. The
Port and the RACs hereby approve the use of SLR lnternational Corporation to
perform the scope of work described in Exhibit B.
b.  Delta shall notify the RACs and the Port when it has received the funds per
Paragraph 4(b) and (c), and will thereafter use the funds received from the other
Parties exclusively for the implementation of the Five-Year Monitoring Plan at the
Airport.
c.  Delta shall deliver to the Port and the RACs copies of any and all documentation,
data, reports, and invoices relating to the implementation of the Five-Year
Monitoring Plan at the Airport. Delta shall provide the subject documentation to
the RACs and the Port on at a least an annual basis.
d.  In implementing the Five-Year Monitoring Plan, Delta, and its representatives,
agents and contractors will exercise reasonable efforts to avoid interfering with
the RACs' current car rental operations at the Airport and other Airport
operations.
(b) The Port hereby agrees to act as the informational contact point with Ecology and the
public. The Port shall deliver to the RACs and Delta copies of all agency
correspondence and associated documentation relating to the implementation of the
Five-Year Monitoring Plan at the Airport.

(a) Delta and the RACs agree to cooperate with the Port in the Port's efforts to fulfill its
obligations with respect to the Order and the Five-Year Monitoring Plan, including, but
not limited to sharing with the Port any reasonable request for data, non-privileged
documentation, correspondence or reports relating to the ongoing remediation at the
Northwest Sites and the RAC Sites.
(b) The obligations of each Party with respect to this Agreement are individual obligations
and nothing in this Agreement shall be deemed to create joint and several liability
amongst the Parties with regard to any obligations contained in this Agreement. If any
one Party fails to fulfill its obligations with respect to this Agreement, the other Parties'
recourse is solely and exclusively with that one Party; provided however that the fact that
other Parties have fulfilled their obligations may be used as evidence against the
delinquent Party.

(a) Each Party ("lndemnitor") shall defend, indemnify and hold harmless the other Parties,
their officers, employees, directors, corporate affiliates and agents (collectively,
"lndemnitees") from and against the Indemnitees' pro rata share of any damages, claims
or causes of action arising from, or on account of, the acts or omissions of one or more
of the lndemnitees as a result of its performance or non-performance in implementing
the Five Year Monitoring Plan, provided that such lndemnitee acted in good faith
pursuant to this Agreement or to authorization of the Parties and reasonably believed its
conduct was in the best interest of the Parties. Nothwithstanding the foregoing, no
lndemnitor shall be liable to an lndemnitee to the extent any damages result from such
Inderr~r~itee'snegligence, willful misconduct or breach of this Agreement.
(b) Within thirty (30) days after becoming aware of any matter, suit, action or proceeding for
which an lndemnitee is entitled to indemnification under Section 8(a) (collectively, a
"Claim"), the lndemnitee shall give to each of the lndemnitors a detailed written notice of
such Claim. The lndemnitee thereafter shall keep the lndemnitors fully informed with
respect to such Claim.
9.       ReleasedRemedy
(a) The Parties acknowledge and agree that their sole and exclusive remedy against each
other with respect to this Agreement or the Five Year Monitoring Plan shall be pursuant
to the indemnification provisions set forth in Paragraph 8 of this Agreement, and not in
an action under state, federal or common law, provided however, this provision shall not
apply to any provision to which a court of competent jurisdiction may determine that
equitable remedies are appropriate or any action arising out of negligence or fraud by
any party.

(b) The Port fully releases all claims against the RACs and Delta relating to this Agreement
and the Five-Year Monitoring Plan, once the RACs and Delta have fulfilled their
respective responsibilitiesunder this Agreement, as now written or subsequently
amended.
10.     Notices
(a) All notices or other communications provided for under this Agreement shall be in writing
signed by the party giving same and shall be deemed properly given and received upon
the earlier of receipt or refusal to accept receipt and shall be sent to the following
addresses:

to Vanguard Car Rental USA LLC.:
Tom Mounteer
Paul, Hastings, Janofsky & Walker, LLP
875 15th Street
Washington, D.C. 20005
Tel: 202-551-1775
Fax: 202-55 1-0175
Email: Tommounteer@paulhastings.com
to Hertz Corporation:
Neale R. Bedrock, Esq.
Senior Staff Counsel
The Hertz Corporation
225 Brae Boulevard
Park Ridge, New Jersey 07656
Tel: (201) 307-2902
Fax: (201) 307-2089
Email: nbedrock@hertz.com
Timothy B. Egan
Sr. Program Manager,
Enviror~mentalCompliance & Remediation
Hertz Corporation
225 Brae Blvd
Park Ridge, NJ 07656
Tel: 201-307-2526
Fax: 866-777-1 838
Email: tegan@Hertz.com

to Avis Budget Car Rental LLC:
Rose Pelino
Director
6 Sylvan Way
Parsippany, NJ 07054
Tel: 973-496-3447
Fax: 973-496-3441
Rpelino@Avis.com
to the Port to Seattle:
Paul W. Agid
Environmental Program Supervisor
Aviation Environmental Programs
Seattle-Tacoma International Airport
P.O. Box 68727
Seattle, WA 98168
Tel: (206) 787-6604
Email: agid.p@portseattIe.org
to Delta Air Lines. Inc:
Chris Lough
Sr. Environmental Engineer
Delta Air Lines, Inc.
Dept. 885
1020 Delta Boulevard
Atlanta, GA 30354
Tel: (612) 727-0368
Fax: (612) 727-4845
Email: christopher.lough@deIta.com

(a) Governins Law. This Agreement shall be construed under and in accordance with the
laws of the State of Washington.
(b) Modification. This Agreement may be modified or canceled only by written mutual
agreement of the parties hereto.
(c) Validity of Parts. If any provision of this Agreement is declared to be invalid by a court of
competent jurisdiction, the remaining provisions will continue in full force.
(d) Captions. The captions of the provisions of this Agreement are for convenience only
and do not necessarily define, limit, describe, or construe the contents of any provision.
(e) Assignment. Any and all rights, obligations and interests in this Agreement rest solely
with the Parties and their respective owners, operators, and corporate or municipal
affiliates, and may not be transferred, assigned, or conveyed to a third party without the
written permission of the non-assigning Parties.
(f)  Savings Clause. The Parties do not intend for, nor shall this Agreement have the effect
of, affecting the rights and responsibilities of their respective interests in their operations
at the Airport.
(g) Counterparts. This Agreement may be executed in counterparts, including by facsimile
signatures, and all such executed counterparts shall constitute one agreement, binding

on all of the parties hereto, notwithstanding that all of the parties hereto are not
signatories to the original or to the same counterpart.
(h) Authoritv. The parties enter into this Agreement freely and voluntarily and have had
sufficient opportunity to seek the advice and assistance of counsel. The parties hereto
represent that they have full and complete authority and authorization to execute and
effect this Agreement and to take or cause to be taken all acts contemplated by this
Agreement.
(i)  No Third Party Beneficiaries. No party other than the Parties hereto shall have or be
construed to have any legal or equitable right, remedy, or claim under or in respect of or
by virtue of any provision of this Agreement or in reliance hereon.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first set forth above.
Agreed and accepted


Name:
The Hertz Corporation


Michael Lukens
Paul, Hastings , Janofsky & Walker LLP, for
Vanguard Car Rental USA LLC


Paul Fen
Avis Budget Car Rental LLC
Helen Howes, Managing Director
Corporate Safety, Health and Environment
Delta Air Lines, Inc.


Elizabeth Leavitt, Director
Aviation Planning & Environment
Port of Seattle

DRAFT
EXHIBIT A                ASPECT CONSULTING

C 1 aquifer into the C2 aquifer. The bend of the QTA analytical plume from northwest to
west indicatesa transition of that contaminantplume from the C 1 model layer into the
more westerly flow of the C2 layer. Model results suggest that the plume could reach
several shallow monitoring wells located along the northwest side of Concourse D. These
wells are in suitable locations for monitoring and could be used to verify model results.
The predicted I, I -DCE plume extends from the source area to the east of and below the
former NWA hangar in a westerly direction past monitoring well NWFHT-MW-8
(Figure 7-20). A I,I -DCE concentration of 5.2 ppb was detected at this well in 200 1. A
relatively slow degradation rate compared to most literature values was used to provide a
favorable match between the model and the observed I , ]-DCE concentrationat
monitoring well NWFHT-MW-8. The slower degradation rate represents a considerably
higher degradation half life for this compound.The longer half life possibly indicatesthat
the aquifer is aerobic as 1,l-DCEdegrades more slowly under aerobic conditions.
The predicted 1,2-DCA plume extends westerly from the source area (Figure 7-20).The
13-DCA source area is defined by one well, which is almost surrounded by wells where
I ,2-DCA was not detected. Consequently, it is likely that the source area for this
compound is smaller than represented in the model, which would result in a smaller
plume configuration as well.
Four naphthalene source areas and plumes are shown on Figure 7-20. In each case, the
modeled naphthaleneplume does not migrate significantlyfrom the source area. This is
due to the high sorption rate for naphthalene in soil, especially relative to other COCs in
this study. The higher sorption rate results in longer transport times, which give
degradationprocesses more time to break down the naphthalene. Consequently,
naphthalene plumes are more compact than those of other modeled COCs, even though
the naphthalene source areas have higher concentrationsthan the source areas of other
COCs. The small plume size of naphthalene is supported by data from the Northwest
Airlines Hydrant System Closure (NWHS2) wells north of the South Satellitebuilding.
All of these wells have low concentrationsof naphthalene even though the NWHS2
(NWA Hydrant System [I9971) and the Abandoned Hydrant Line (PI 3 or NWA Hydrant
System [I9761) source areas are located upgradient from these wells.
8.4 Groundwater MonitoringNetwork Design
Recommendations
Groundwater Study modeling results suggest that groundwater contamination at STIA
does not threaten groundwater quality at potential local receptors. However, Ecology has
determined that additional monitoring is required to verifLmodel preditions. The
additional monitoring will focus on specific contaminationplumes identified in this
study, rather than monitoring the AOMA as a whole. Plume-specificmonitoringwould
allow confirmation that contaminantplumes from sources in the AOMA are sufficiently
defined and that the contaminantsin the plumes pose no risk now, or in the future, to
potential local receptors.
Site specific monitoring strategies are summarized in Table 8-2. The monitoring
strategies will focus on selected wells near the edge of plumes. These wells were
positioned based on the centerline of the plume as defined by both modeling results and

PROJECT NO .970016-005-06 JULY 25,2008                             FINAL                         77
ASPECT CONSULTING

empirical field data (i.e.,groundwater flow direction, groundwater chemistry, etc.). The
selected well locations and the associated monitoring objectives are as follows (see
Figure 8-1):
UNFHS-CMW-5, UNFHS-CMW-7, and UNHYD-MW-1 to monitor the benzene
plume in the CI aquifer from the RAC Auto Facility and QTA Tank Area sites.
A new monitoring well, to monitor benzene in the C1 aquifer, positioned along the
centerline of the analytical plume from the RAC site and located on the northwest
side of Concourse D.
UNFHS-CMW-8 to monitor the benzene plume in the C2 aquifer from the QTA and
RAC sites.
A new monitoring well to monitor the 1,I-DCE plume in the C 1 aquifer from the
former NWA Hangar Tanks site. This well would be located near the centerline of the
modeled 1,I -DCEplume, but at a position determined by the logistics of aircraft
operation.
Wells NWHS2-SSW-9 and NWHS2-SSW-2 to monitor petroleum hydrocarbons
associated with the South Satellite Baggage Tunnel leak site and Northwest Airlines
Hydrant Closure (NWA Hydrant System [ I 9971)sites.
A new monitoring well located approximately 500 feet north of the northeast comer
of the South Satellite to monitor Potential Site P13 (AbandonedHydrant Line or
NWA Hydrant System [19761) site.
A new monitoring well, located south of the Delta Auto Gas Cluster Tanks site near
South 188th Street, to monitor 1,2-DCA from the Delta Air Lines Autogas Cluster
Tanks (DELAG) site.
A new monitoring well, located about 250 feet west of Potential Site P3, to monitor
naphthalene from site P3 and 1,2-DCA from the DELAG site
The Port will sample these wells annually for 5 years. Data will be evaluated at the
conclusion of the 5-year monitoring period. Wells at inactive sites that demonstrate stable
or contracting COC plume conditions will not be monitored firrther. Well data from
inactive sites suggesting an increasing trend will by monitored bibually for 6 additional
years. Active sites with concentrationabove MTCA Method A will continue to be
monitored. A decision matrix for determining future monitoring requirements, for both
inactive and active sites, is presented in Table 8-2.
In addition to the 5-yr monitoring program, three active sites (RAC Auto Facility, Budget
Auto Facility, and QTA Tank Area) will continue to be monitoredby the respective
parties under existing monitoring plans.




78                     FINAL                                     PROJECT NO. 970016-00506' JULY 25,2008

EXHIBIT B

February 11,2009
Mr. Chris Lough
Northwest Airlines, Inc.
Depastment C9025
7500 Airline Drive
Minneapolis, Minnesota 55450
Mr. Paul Agid
Port of Seattle
Seattle-Tacoma International Airport
P.O. Box 68727
Seattle, Washington 98168
Mr. Tim Egan
The Hertz Corporation
225 Brae Boulevard
Park Iiidge, New Jersey 07656
Re:  Revised Proposal to Install Monitoring Wells and Conduct Groundwater
Sampling, SeaTac International Airport
Dear Chris, Paul, and Tim:
SLR International Corp (SLR) appreciates the opportunity to present this proposed scope
of work and cost estimate for conducting the groundwater monitoring activities associated
with the Port of Seattle's (Port's) recently completed groundwater study at SeaTac
Iilternational Airport. The proposed work consists of thc plume-specific monitoring at the
airport that was recommended in Aspect Consulting's (Aspect's) Phase I Groundwater
Study Report. The purpose of the proposed work is to obtain data that verifies the Port's
groundwater inodel predictions.
The proposed scope of work is detailed in the following tasks.
Task 1- Prepare Work Plan
This task  includes  attending a meeting with Poi? personnel  to discuss the proposcd
inonitoring well locations, to evaluate the logistical issues with the work, and to determine
how to iniilimize impacts to airport operations. SLR will also meet with personnel of the
airlines that have operations at or near the proposed  well locations to discuss how to
minimize impacts to their operations.

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Mr. Chris Lough, Mr. Paul Agid, and Mr. Tiin Egan
Page 2
Based on the results of the meetings, SLR will prepare a work plan that includes a detailed
scope of work, a storm water pollution prevention plan, and a sampling and analysis plan.
A draft version of the work plan will bc submitted to the responsible party (RP)
representatives for review.  Based on the comments, the work plan will be finalized and
submitted  to  the  RP  representatives  and  the  Washington  Department  of  Ecology
(Ecology).
Task 2 - Drill and Install Groundwater MonitoringWells
In accordance with the Phase I Groundwater Study Report, a total of five groundwater
monitoring wells will be installed to monitor known or potential plumes in the Qva (Cl)
aquifer. The proposed wells will monitor the following plumes:
The 1,I-DCE plume from the former Northwest Airlines (NWA) hangar tanks site
The potential naphthalene plume from the former NWA hydrant system (designated
by Aspect as Potential Site P13)
The 1,2-DCA plume from the Delta Airlines (Delta) Auto Gas Tank Cluster
The potential naphthalene plume from the former wastewater lagoon (designated by
Aspect as Potential Site P3)
The benzene plume from the RAC Auto Facility
The locations of the proposed wells will be consistent with the locations on Figure 8-1 of
the Phase I Groundwater Study Report.  As stated above, SLR will meet with the Port to
determine the exact locations of the proposed wells.
Prior  to  conducting  the  drilling  activities,  SLR will  contract  Applied  Professional
Services, Inc., of Issaquah, Washington, to locate the underground utilities and structures
within 50 feet of each proposed well location. For cost estimating purposes, we assumed
that the concrete apron will be cored at each of the well locations.  SLR will contract
Cascade Drilling, Inc. (Cascade) of Woodinville, Washington, to core the concrete and to
conduct the drilling and well installation activities.  The soil borings will be drilled by
hollow-stem auger methods, and soil samples will only be collected at depths below 50
feet to identify the depth of the groundwater table.  The soil samples will be collected at
5-foot  intervals  by  using  a split-spoon  sampler.   To  minimize  impacts  to  airport
operations, we assumed that the drilling activities will occur between 10:OO p.m. and 6:00
a.m. The Port will supply an escort for all work conducted in the aircraft taxiway.

T:\Proposals\NonhwestAirli~~es\wcllinstall and san~pling.doc
Mr. Chris Lough, Mr. Paul Agid, and Mr. Tim Egan
Page 3
Each of the monitoring wells will be constructed with two-inch-diameter schedule 40 PVC
casing and screen.  Each 10-foot-long screen (20-slot) will be installed at a depth that
intersects the C1 water table.  For cost estimating purposes, we assumed that each well
will be completed at a depth of 65 feet below ground surface (bgs). Cascade will develop
each well by using surging and bailing methods.
After installing the wells, SLR will arrange for Port surveyors to survey the top of casing
elevations and locations of the wells.  The drill cuttings and development water will be
temporarily storcd at a Port-designated area in properly labeled, 55-gallon drums, pending
off-site disposal.   SLR will  coordinate the pickup and off-site disposal of the wastcs.
Philip Services Corporation (PSC) will dispose of the water at their licensed facility in
Kent, Washington. The soil will be disposed at the Columbia Ridge Landfill in Arlington,
Oregon. For cost estimating purposes, we assumed that 20 drums of soil and 3 drums of
development water will be generated and disposed off site.
Task 3 - Conduct Annual Groundwater Sampling
In  accordance  with  recommendation  in  the  Phase  I  Groundwater  Study  Report,
groundwater samples will be collected from the proposed monitoring wells on an annual
basis.   In addition, annual groundwater sampling will be conducted at the following
existing monitoring wells:
NWHS2 SSW-2 and NWHS2-SSW-9 to monitor the potential naphthalene plume
in the CT aquifer from the former NWA hydrant system (South Satcllitc Baggage
Tunnel area)
UNFHS CMW-5, LrNFHS-CMW-7, and IJNHYD-MW-I to monitor the benzene
plume i;the    C1 aquifer from the RAC Auto Facility and the QTA Tank Area
UNFHS CMW-8 to monitor the benzene plume in the C2 aquifer from the RAC
Auto ~acilit~and the QTA Tank Area
Prior to the first groundwater sampling event, SLR will observe the conditions of the
existing wells and sound the depth of each well.   Based on the results of the well
observations, Cascade may repair and/or develop one or more of the existing wells.
To monitor the groundwater conditions over time, the annual groundwater sampling will
be conducted for a period of 5 years. Prior to each sampling event, SLR will measure the
depths to groundwater and free product, if present, in each of the wells.  Groundwater
samples will not be collected from any well that contains product at the time of sampling.

Mr. Cllris Lough, Mr. Paul Agid, and Mr. Tim Egan
Page 4
To minimize impacts to airport and airline operations, we assumed that the groundwater
sampling activities will occur between 10:OO p.m. and 6:00 a.m. The Port will supply an
escort for all work conducted in the aircraft taxiway.  A minimum of three well casing
volumes of water will be purged from each well by using a disposable bailer attached to a
nylon cord, The pH, temperature, and conductivity of the purge water will be measured in
the  field  to  determine  when  groundwater  conditions  have  stabilized.   After  the
groundwater conditions have stabilized, the samples will be collccted and submitted to
TestAmerica in Bothell, Washington, for analysis.  As recommended in the Phase I
Groundwater Study Report, the samples will be analyzed for the following parameters:
The samples from the two proposed wells at the Delta Auto Gas Tanks site will be
analyzed for volatile organic compounds (VOCs) by EPA Method 8260B and total
petroleum hydrocarbons (TPH) as gasoline (TPH-G) by Ecology Method NWTPHGx.
The samples from the western proposed well (hydraulically downgradient of
Potential Site P3) will also be analyzed for naphthalenes by EPA Method 8270C
SIM and 'I'P1-I as diesel (TPH-D) by Ecology Method NWTPH-Dx (after silica gel
cleanup) to monitor the groundwater conditions from Potential Site P3.
The samples Trom the proposed well at Potential Site PI3 will be analyzed for TPH
as Jet A by  Ecology  Method NWTPH-Dx  (after silica gel cleanup) and for
naphthalenes.
The samples from the two existing wells (NWHS2-SSW-2 and NWHS2-SSW-9) at
the NWA Closed Hydrant System site will be analyzed for TPH as Jet A and
naphthalenes.
The samples from the proposed well at the NWA Former Hangar Tanks site and the
PanAm Former Avgas Tanks site will be analyzed for VOCs, TPN-G, and TPH-D.
The samples from the proposed well and the four existing wells (IJNFHS-CMW-5,
UNFHS-CMW-7,  UNHYD-MW-I,  and UNFHS-CMW-8)  at the RAC Auto
Facility and the QTA Tank Area sites will be analyzed for benzene by EPA Method
8021B and for TPH-G.
The purge water will be temporarily stored at a Port-designated area in a properly labeled,
55-gallon drum, pending off-site disposal.  SLR will coordinate the pickup and off-site
disposal of the water at the PSC facility in Kent, Washington.   For cost estimating
purposes, we assumed that two drums of water will be generated and disposed each year.


T:\Proposals\Nortl~westAirlines\well install and sampling.doc

Mr. Chris Lougll, Mr. Paul Agid, and Mr. Tin1 Egan
Page 5
Task 4 - Prepare Reports
After completing each groundwater sampling event, SLR will prepare a draft rcport that
documents the sampling activities, and presents the analytical results.  The first annual
report will also include a description of the wcll installation activities and a figure that
shows the well locations relative to the known or potential plume locations. If necessary,
Dr. Mike Riley of S.S. Papadopoulos will evaluate the groundwater sampling data under
the groundwater model conditions and provide input to the reports. Each draft report will
be submitted to the RP representatives for review. Based on the comments, the report will
be finalized and submitted to the RP represcntatives and Ecology.
Task 5 -Well Decommissioning
After Ecology issues a "no further action' opinion for each of the specific sites, SLR will
contract Cascade to abandon all 11 of the proposed and existing monitoring wells in
accordance with the Water Well Construction Act (Chapter 173-160 WAC) regulations.
The wells will be abandoned by filling with hydrated bentonite, and the surface
monuments will be filled with concrete. To minimize impacts to airport operations, we
assumed that the abandonment activities will occur between 1O:OO~p.m.and 6:00 a.m.

BUDGET
The total estimated cost to perform the proposed work is $127,240.  The work will be
conducted on a time and matcrials basis in accordance with the attached Fee Schedule. A
breakdown of the estimated cost is presentcd in Table 1. The estimated cost includes
subcontractor costs ($73,925) for utility locating, well installation, laboratory analysis,
well abandonment, and waste disposal.  The estimated cost also includes a contingency
cost of $10,000 for Dr. Mike Riley of S.S. Papadopoulos to evaluate the groundwater
sampling results under the groundwater model conditions, and a contingency cost of
$5,000 to repair andlor develop the existing groundwater monitoring wells.  For cost
estimating purposes, we assumed that the well installation and development activities will
take five nights to complete, each groundwater sampling event will take two evenings to
complete, and thc abandonment of all wells will take one night to complete.  We also
assumed that the well abandonment activities will be conducted within six months after
completing the fifth annual sampling event.  Please note that the scope of work and
estimated cost do not include any additional groundwater sampling that may be required if
the results from the proposed sampling events trigger the extended monitoring that is
described in Section 8.4 of the Phase I Groundwater Study Report.


T:\Proposrls\NorlliweslAirli~les\wellinstall and sampling.doc

Mr. Chris Lough, Mr. Paul Agid, and Mr. Tim E g a ~
Page 6
The cstimslted cost and proposed scope of work are based on information available to SLR
at this time.  If conditions change, unforeseen circumstances are encountered, or work
efforts are redirected, the cost estimate may require modification.
SLR will begin work immediately upon receiving written authorization to proceed. If you
have any questions, please call me at (425) 402-8800.
Sincerely,
SLR Jntcrnational Corp


Michael D. Staton, L.G.
Principal Geologist
Attachments:  Table 1 --Estimated Budget
Fee Schedule









l':\Proposals\Nnrtl~westAirlines\well install and snlnpling.doc
Table 1
Estimated Budget
Install MonitoringWells and Conduct Groundwater Sampling
SeaTac International Airport

SLR International Corp         Subcontractors
Tasks                      ours'
I .
Labor  IDirect costs2      costs3       Total Cost
1   PrepareWork Plan                             65   $7,420       $100               $0      $7,520
2   Drill and Install Groundwater Monitoring Wells         64   $5,765
. .      $1,450                $48,100        $55,315
3   Conduct Annual Groundwater Sampling             118  $10,140      $2,550           $17,825      $30,515
4   Prepare Reports                               95   $9,500       $100.           $10,000      $19,600
5   Decommission Wells                            13   $1,180       $110           $13,000      $14,290
Totals       355   $34,005        $4,310              $88,925      $127,240
Total Estimated Budget               $127,240
Notes:
'Hours includeword processing, drafting, clericalservices, and technical and senior review.
'Direct costs include rental truck, fuel, and field equipment costs.
Subcontractor costs include utility locating, drilling and well installation, laboratory analyses, well rehabilitation, well abandonment,
data evaluation (by S.S. Papadopoulos),and soil and water disposal. The costs includea 10%markup.






r:\2PROPOSALSWorthwestAirlines\Table 1 - Est Budget for Well Install and GW Sampling
Fee Schedule for Well Installation and
Five Years of Annual Groundwater Sampling
SeaTac International Airport
(Effective January 1,2009)
PROFESSIONAL SERVICES                    HourIy Rate
Principal Geologist, Engineer, Scientist, or Toxicologist
Senior Geologist, Engineer, Scientist, or Toxicologist
Project Geologist, Engineer, Scientist, or Toxicologist
Staff Geologist, Engineer, Scientist, or Toxicologist
Senior Field or Environmental Techniciaii
Database Management Specialist
Senior Drafter
Word Processor/Clerical
Expert  witness  and  deposition  support  zc~ill be  billed  czt  150% of  the  above  rates.   Travel  tiine
u~illbe charged in accordaizce zoitlz the above rates.
OUTSIDE SERVICES
Charges for outside services, equipment, and facilities not furnished directly by SLR will bc
billed  at cost plus 10 percent.  Such charges may include, but shall not be limited to the
following:
Printing and photographic reproduction                 Rented equipment
Rented vehicles                                         Shipping charges
Transportation and public carriers                        Meals and lodging
Special fees, permits, insurance, etc.                        Coilsumable materials
SUBCONTRACTORS
Charges for subcontractors will be billed at cost plus 10percent.
DIRECT CHARGES
Vehicle per mile                                                  $0.60
PAYMENT TERMS
Payment required within thirty (30) days after receipt of invoice.  We reserve the right to
include interest at the rate of one and one-half percent (1.5%)per month, but not exceeding the
maximum rate allowable by law, on amounts outstanding, beyond (30) days from receipt of
invoice, payment to be applied first to accrued late payment charges and then to the principle
unpaid amount,

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AGREEMENT
FOR ENVIRONMENTAL CONSULTING SERVICES

THIS AGREEMENT made the-day of             ,201-,by and between
Delta Air Lines, Inc. (hereinafter "Delta"), Vanguard Car Rental USA LLC, Hertz Corporation,
Remediation and Liability Management Corporation, Inc., Avis Budget Car Rental LLC, the Port
of Seattle (hereinafter "Parties"),
and Consultant:                                SLR International Corporation
for the Project:                                    Groundwater Monitoring
at the Project Site:                                 Seattle-Tacoma International Airport
Delta, the Parties and Consultant agree as set forth below.

ARTICLE 1
CONSULTANT'S SERVICES
1.1    In completion of the Project, Consultant shall provide the following services as an
independent consultant for Delta's andthe Parties' sole benefit and exclusive use:
Install monitoring wells and conduct groundwater sampling and analysis in accordance with the
Groundwater Study Report prepared for the Washington State Department of Ecology, dated July
25,2008.

The services are described in more detail in Consultant's proposal datedJune XX, 2010 (the
"Proposal"), a copy of which is attached hereto as Schedule 1 and incorporated herein for all
purposes.
1.2    In the event Delta and the Parties request Consultant to render services or incur expenses
which Consultant reasonably believes are beyond the scope of Consultant's services as set forth
herein, it shall be the obligation of Consultant to so advise Delta, acting as the Project Manager
for the Project, in writing prior to rendering such services or incurring such expenses. Unless
Delta, the Parties and Consultant enter into a Change Order with respect to such additional
services or expenses, Delta and the Parties shall not be responsible for any extra compensation
claimed by Consultant on account of such services or expenses. In the event additional services
or expenses are required as a result of the negligence of Consultant or its failure to comply with
this Agreement or Delta's instructions, then such cost for additional services shall be borne by
Consultant.
1.3    Consultant acknowledges that Delta and the Parties desire the Project to comply with all
applicable federal, state and local laws, ordinances, regulations and requirements, including but
not limited to environmental and occupational safety laws, and that Delta and the Parties are
looking to Consultant to advise Delta and the Parties in connection with achieving such
compliance with respect to the Project.
1.4    Consultant shall perform the services contemplated hereby using employees or
independent contractors who are trained and competent to provide the desired services.
Consultant agrees to establish and to maintain during the term of this Agreement a Project
Management Team dedicated to this Agreement composed of the following individuals:
Name                          Job Title
Michael D. Staton, R.G.              Principal Geologist
1.5     Should a contractor of Delta, the Parties or a third party be involved in the Project,
Consultant's work does not include supervi'sionor direction of the work of that contractor unless
expressly required pursuant to Paragraph 1.1 hereof. Neither the presence of Consultant's field
representative nor the observation and testing by Consultant shall excuse such contractor in any
way for defects discovered in such contractor's work. It is agreed that Consultant does not have
the right to stop the work of any contractor of Delta, the Parties or a third party unless expressly
required pursuant to Paragraph 1.1 hereof.

ARTICLE 2
COMMENCEMENT; TIME FOR COMPLETION
2.1    Consultant shall commence the Project within five (5) days after Delta gives Consultant
notice to proceed, and shall complete the Project within the time frame set forth in the proposal
attached as Schedule 1.

ARTICLE 3
PAYMENTS TO CONSULTANT; BASIS OF COMPENSATION

3.1    Consultant shall submit to Delta on a monthly basis Consultant's invoice, together with
appropriate supporting documentation satisfactory to Delta, reflecting the work performed during
the invoice period and the cost thereof. Payment for Consultant's services shallbe made by Delta
within forty-five (45) days after Delta's receipt of each such invoice and supporting
documentation.
3.2    If the Project is suspended or abandoned in whole or in part for more than three months,
Consultant shall be compensated for all services performed prior to receipt of written notice from
Delta of such suspension or abandonment, together with all Termination Expenses as defined in
Paragraph 6.4.
3.3    Delta shall compensate Consultant for Consultant's services as follows, in accordance
with the terms and conditions of this Agreement:

3.3.1   Estimated Sum: Consultant agrees to use its best efforts to accomplish the Project
for an estimated amount of one hundred thirty-two thousand eight-hundred and no11 00
Dollars ($132,800), to be billed on a time and materials basis in accordance with the
Proposal attached hereto as Schedule 1, stating the fully loaded hourly rates of
Consultant's principals and employees (which include, without limitation, overhead,
general and administrative expenses and fees), and the multipliers, if any, for other
required direct costs incurred by Consultant in furtherance of the Project, including
amounts billed to Consultant by approved subcontractors and consultants, approved travel
expenses, supplies and materials, and equipment rentals. Consultant's monthly
applications for payment shall include a summary of Project expenses incurred to date
and projected expenses for completion of the Project. Should the sum of expenses
incurred to date, the amounts included in the current application for payment, and the
projected expenses exceed the estimated sum stated above (as modified by Change Order
from time to time), Consultant shall, if so requested by Delta, limit its expenditures in
furtherance of the Project to the estimated sum and, in the event such expenditures exceed
such amount, suspend work until a revised amount has been mutually established and
made a part of this Agreement. If total charges for the Project are less than the estimated
amount, Delta will be billed for only the total charges so incurred.
3.4    Delta and the Parties agree that all Project Costs shall be allocated between the parties in
accordance with that certain Agreement Regarding Groundwater Monitoring Costs at Seattle-
Tacoma International Airport entered into between Delta and the Parties as of               as
follows: Delta 37.6%; Vanguard 8.2%, Hertz 8.2%, Avis 16.4%, Remediation and Liability
Management 4.1%, and the Port, 25.5%.

3.4    Partial payments pursuant to Paragraphs 3.1, 3.2, or 6.3 shall be based upon the pro-rata
portion of services performed and expenses incurred.

3.5    Consultant shall be registered to collect sales tax and shall be responsible for the
collection and payment of applicable sales and use taxes in jurisdictions where required by law to
do so. All amounts payable under Paragraph 3.3 include any and all applicable taxes, fees or
duties, including but not limited to sales, use, customs, excise, value added, ad valorem or other
similar taxes, and all penalties and interest assessed thereon, and Consultant shall remit such
payment to the taxing authority. The previous sentences notwithstanding, if Consultant bills for
any sales or other tax, and if Delta determines that the services performed hereunder are not
subject to such tax and so notifies Consultant in writing, Consultant shall cease billing Delta for
such tax. If for any reason a taxing authority asserts against Consultant that any services
hereunder for which tax has not been paid are subject to tax, Consultant shall notify Delta
immediately upon receipt of said notice. If requested by Delta in writing, Consultant shall, at
Delta's expense (and using counsel selected by Delta) take such action as Delta may reasonably
direct to contest such asserted liability and shall not pay any such taxes unless directed by Delta.
If Consultant timely notifies Delta of any such assessment and has not in any way adversely
affected the right to contest such assessment, Delta shall hold Consultant harmless and indemnify
Consultant from and against any taxes, interest or penalties which Consultant may incur solely by
reason of compliance with Delta's directions. If payment is made, Consultant shall, at Delta's
expense (and using counsel selected by Delta), take such actions as Delta may reasonably direct
to recover payment and shall, if requested, permit Delta in Consultant's name to file a claim or
commence an action to recover such payment. If all or any part of any taxes are refunded or
credited, Consultant shall repay Delta such part thereof as Delta shall have paid, including any
interest received thereon.

ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1    Delta shall provide information regarding requirements for the Project as reasonably
needed for Consultant to perform the services contemplated hereby. Delta shall furnish such
information expeditiously, and Consultant shall be entitled to rely upon the accuracy and
completeness thereof.
4.2    Delta has designated Chris Lough as its contact for the Project, and such representative is
authorized to examine the documents submitted by Consultant and render decisions pertaining
thereto. Unless expressly authorized by Delta and the Parties, such representative is not
authorized to execute amendments or Change Orders to this Agreement.
4.3    Delta and the Parties shall provide entry to the Project Site to Consultant, its agents,
employees, and subcontractors for the purpose of performing all acts, studies, research, tests and
evaluations, pursuant to the agreed services; provided, however, Consultant shall coordinate such
activities in advance with Delta's authorized representative at the Project Site; and provided
further that any such right of entry is subject to all applicable governmental regulations and, if
applicable, all airport regulations regarding restrictions on access to certain airport facilities.

ARTICLE 5
CONSULTANT'S RECORDS
5.1    Consultant shall keep and maintain for at least four (4) years after completion of the
Project, complete and accurate books and records with respect to the Project. Consultant's
records pertaining to services performed and expenses incurred pursuant to this Agreement shall
be kept on the basis of generally accepted accounting principles and shall be available to Delta or
Delta's representatives at mutually convenient times.

ARTICLE 6
TERMINATION OF AGREEMENT
6.1    This Agreement may be terminated by Delta and the Parties, in Delta'sand the Parties'
sole discretion, for convenience and with or without cause, upon at least seven (7) days prior
written notice to Consultant.
6.2    In the event that (i) either party shall file a petition in bankruptcy or shall make a general
assignment for the benefit of its creditors, (ii) a petition in bankruptcy shall be filed against either
party or a receiver appointed on account of its insolvency or (iii) either party shall default in the
performance of any express obligation to be performed by it under this Agreement and shall fail
to correct such default within five (5) days following receipt of written notice thereof (or such
longer time as is reasonably required, provided effective correction is not possible within five (5)
days, but is commenced within that time and is completed with due diligence), then the other
party, without prejudice to any other rights or remedies, may terminate this Agreement by written
notice to the defaulting party specifying the effective date of termination. A waiver by either
party of one default of the other party shall not be considered to be a waiver of any subsequent
default of such other party and shall not be deemed to amend or modify the terms of this
Agreement.
6.3    In the event of termination not the fault of Consultant, Consultant shall be compensated
in accordance with Article 3 for all services performed to the termination date, together with all
Termination Expenses as defined in Paragraph 6.4. In the event of termination due to
Consultant's default under Paragraph 6.2(i), (ii) or (iii) hereof, Consultant shall not be entitled to
receive Termination Expenses, and shall be responsible for any damages Delta and the Parties
may suffer.
6.4    Termination Expenses are defined as additional expenses directly attributable to
termination which could not reasonably have been avoided and for which Consultant is not

otherwise compensated. Termination Expenses shall not include lost profits, lost opportunities,
consequential damages, or the like.

ARTICLE 7
CONSULTANT'S INSURANCE
7.1    Consultant shall maintain the following insurance coverages, with an insurance company
or companies satisfactory to Delta and the Parties for claims under Workers' Compensation Acts
and for claims for damages because of bodily injury, including death, and from claims for
property damage, which may arise from and during operations under this Agreement, whether
such operations be by Consultant, its subcontractors or anyone directly or indirectly employed by
any of them. Certificates of such insurance shall be filed with Delta and the Parties prior to
commencing the work under this Agreement and shall provide coverage in not less than the
following amounts, which may be increased if required by Delta and the Parties at Delta's and
the Parties'expense, equal tothe actual increase in premium charge by Consultant's insurance
company due to such increases:
Errors and omissions coverage (with no
exclusion for pollution-related claims)              $2,000,000 per claim
Comprehensive General Liability                  $5,000,000 combined single limit
per occurrence for bodily injury
and property damage
Workers' Compensation                       Statutory limits
Employer's Liability                              $1,000,000to cover employees
Automobile Liability                              $5,000,000 combined single limit
per occurrence bodily injury and
property damage
Contractor's Pollution Liability                     $1,000,000 per claim
$1,000,000 annual aggregate
7.2    Except for claims arising under the Errors and Omissions and Workers' Compensation
policies, the policies shall contain an appropriate cross-liability clause insuring Delta and the
Parties against any loss or damage to Delta and the Parties or Delta's and the Parties' property
resulting from any acts or omissions of Consultant, its officers, employees, servants or
subcontractors, and shall name Delta and the Parties as an additional insured. All insurance the
Consultant provides shall be primary and not contributory as to any coverage of Delta and the

Parties. All policies shall remain in effect until Delta and the Parties have received not less than
30 days prior written notice of cancellation or termination.

ARTICLE 8
INDEMNIFICATION
8.1    Subject to the limitation of liability stated herein, to the hllest extent permitted by law,
Consultant shall indemnify, defend and hold harmless Delta and the Parties and their directors,
officers, employees, and agents from and against any and all claims, damages, losses, liabilities,
judgments, penalties, costs and expenses of any kind or nature whatsoever, including, but not
limited to, interest, court costs and reasonable attorneys' fees (herein"Claims"), which in any
way arise out of or result from (i) any negligent act(s) or omission(s) or willhl misconduct of the
Consultant, any subcontractor, any supplier (or anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable) in the performance or nonperformance
of the services under this Agreement, or (ii) Consultant's failureto comply with any of its
obligations under this Agreement, including without limitation in the case of Claims under
clauses (i) or (ii) above, Claims on account of personal injury, death, or property damage.

8.2    Delta and the Parties acknowledge that Consultant has neither created nor contributed to
the creation or existence of any hazardous or toxic material, or any other type of environmental
hazard, contamination or pollution, whether latent or patent, or to the release thereof or the
violation of any law or regulation relating thereto, at the Project Site prior to the date on which
the performance of the services are commenced hereunder (collectively, "Pre-existing
Conditions").  Accordingly, Delta and the Parties agree to the fullest extent permitted by law, to
indemnify, defend, and hold harmless Consultant, its officers, directors, shareholders, employees,
affiliates, and subsidiaries and their successors from and against any and all claims, demands,
losses, penalties, fines and causes of action of every kind and character (including reasonable
attorney fees) arising from or relating to Pre-existing Conditions, but not with respect to the
exacerbation of Pre-existing Conditions (the term "exacerbation" including without limitation
any release of a hazardous or toxic material or substance or any required remediation caused by
the disturbance of Pre-existing Conditions) by Consultant its employees, agents or
subcontractors, in connection with the performance of the services hereunder.
ARTICLE 9
CHANGES IN THE PROJECT
9.1     Any change in the Project, or any adjustment in the compensation due hereunder, or any
time extension with respect to the services hereunder, shall be authorized by a Change Order.

9.2    Delta and the Parties reserve the right, consistent with Consultant's capabilities (i)to
request Consultant to perform services beyond those which were originally specified and agreed
to herein, or (ii) to change, alter, add to, or deduct from the services contemplated hereby. In the
event Delta, acting as the Project Manager, may desire such a revision to the scope of services,
Delta shall notify Consultant and request a proposal for a Change Order covering such services.
Unless a change in services is authorized by the signature of a duly authorized representative of
Delta on such Change Order, Consultant will not proceed to perform the changed services,
except in case of an emergency endangering life or property. Any change or adjustment in the
compensation or time extension by virtue of such Change Order shall be specifically stated in
said Change Order.
9.3    In the event Consultant encounters at any time during the performance of services
hereunder physical conditions at the Project Site, including without limitation, the presence of
unforeseen hazardous substances, that were not reasonably anticipated by Consultant, or any
concealed conditions not previously made known to Consultant, or other unknown physical
conditions, that can reasonably be expected to significantly affect the risk involved in providing
the services, the scope of services, the cost of performing the services, or the time required to
perform the services, Consultant promptly will notify Delta thereof. Subsequent to that
notification, Consultant and Delta will agree by Change Order to modify the scope of services
and, if appropriate, the contract compensation and the time for performing the services, failing in
which either party may terminate this Agreement effective on at least seven (7) days prior written
notice.

ARTICLE 10
STANDARD OF CARE AND WARRANTY
10.1   The services provided by Consultant will be performed, findings obtained, and
recommendations prepared with that degree of care and skill ordinarily exercised under similar
circumstances by members of the environmental engineering and consulting profession
performing the kinds of services to be performed hereunder and practicing in the same or similar
locality. All activities of Consultant will be performed in a manner meeting or exceeding the
standards set forth in Delta's Environmental Programs Manual, a copy of which shall be made
available for review at Consultant'srequest.

ARTICLE 1 1
LIMITATION OF LIABILITY
11.1   Delta and the Parties agrees to limit Consultant's liability to Deltaand the Parties arising
from Consultant'snegligent professional acts, errors or omissions or breach of contract, such that
Consultant'stotal liability under this Agreement shall not exceed the sum of (i) the limit of
Consultant's insurance covering such liability (butin no case less than the minimum limits for
such coverage as required to be carried by Consultant pursuant to this Agreement, whether or not
Consultant actually carries such insurance) and (ii) the greater of (a) Fifty Thousand and No1100
Dollars ($50,000.00) or (b) Consultant'stotal fee under this Agreement.

ARTICLE 12
SAMPLE HANDLING AND RETENTION
12.1   Subject to the provisions of this Paragraph, Consultant will dispose of test samples or
specimens or any remaining residue thereof immediately upon completion of tests.
12.1.1 Non-Hazardous Samples. At Delta's written request, Consultant will maintain,
free of storage charges, preservable non-hazardous test samples and specimens or the
residue thereof for thirty (30) days after submission of Consultant'sreport. After the
initial thirty (30) days and upon Delta's written request, Consultant will retain such test
specimens or samples for a mutually acceptable storage charge and period of time.
12.1.2 Hazardous or Potentially Hazardous Samples. In the event that samples contain
substances or constituents hazardous or detrimental to health, safety, or the environment
as defined by applicable federal, state, or local statutes, regulations, or ordinances,
Consultant, after completion of testing and at Delta's expense, will appropriately
containerize and label such samples and either, (i) return such samples to Delta, or (ii)
using a manifest signed by Delta as generator, have such samples transported to a location
selected by Delta for final disposal. Delta agrees to pay all reasonable costs associated
with the storage, transport, and disposal of samples. Delta recognizes and agrees that
Consultant is acting as a bailee and at no time assumes title to said waste.

ARTICLE 13
OWNERSHIP AND USE OF DOCUMENTS AND MATERIALS
CONFIDENTIALITY
13.1   All documents, including but not limited to drawings, specifications, reports, boring logs,
field notes, laboratory test data, calculations and estimates, prepared by Consultant as
instruments of service pursuant to this Agreement, shall be the property of Delta and the Parties,
but Consultant shall be entitled to retain copies of same. Consultant retains the right of
ownership with respect to any patentable concepts or copyrightable materials developed by
Consultant, but Delta and the Parties are hereby granted a perpetual right and license to use such
patentable concepts or copyrightable material and any patents or copyrights arising therefi-om in
connection with the Project andlor the Project Site.

13.2   Other than materials which are already in the public domain, Consultant shall treat as
confidential all documents, reports, plans and other information of any nature or description
which Delta and the Parties supply to Consultant or which Consultant otherwise obtains or
generates in the course of the Project (the "Confidential Material").  Consultant may disclose
Confidential Material to a third party only with the written consent of Delta and the Parties or if
and to the extent such disclosure is required by law. Delta and the Parties shall be given at least
ten days prior written notice and an opportunity to object in the event that Consultant concludes
that applicable law requires such disclosure. Without written consent from Delta and the Parties,
Consultant shall not use Delta's or the Parties' nameor otherwise identify Delta or the Parties as
a client in connection with any marketing activities to other customers or potential customers of
Consultant.

ARTICLE 14
NOTICES
14.1   All notices, requests, demands, and other material communications hereunder shall be in
writing and shall be given (i) by personal delivery, (ii) by mailing via United States Postal
Service, registered or certified mail, return receipt requested, postage prepaid, (iii) by reliable
overnight courier or delivery service, or (iv) by facsimile ("fax")  transmission, in each case
properly addressed as follows, or to such other addresses as either party may designate in
accordance herewith:
If to Delta:
Delta Air Lines, Inc.
Department 885
1020 Delta Boulevard
Atlanta, Georgia 30354
Attention: Chris Lough, Sr. Environmental Engineer
Corporate Safety, Health and Environment
Fax: 404-7 14-3310
If to Consultant:
SLR International Corporation
221 18 20th Avenue SE, Building G, Suite 202
Bothell, Washington 98021
Attention: Mike Staton, Principal Geologist
Fax: (425)402-8488

Notices shall be deemed to be given upon such personal delivery or, if mailed, couriered, or
faxed, upon the receipt thereof by the party concerned.

ARTICLE 15
SECURITY
15.1   EMPLOYMENT AND ACCESS INVESTIGATIONS.
15.1.1 If the Project Site (as defined in a Work Authorization) is an airport, Consultant
warrants and agrees that it has performed and will continue to perform all employment
and access investigations required by and in accordance with federal law and DELTA'S
Aircraft Operator Standard Security Program as approved by the Transportation Security
Administration (the "TSA") as in effect fi-om time to time, including, without limitation,
the requirements of 49 U.S.C. 5 44936 and the TSA's regulations promulgated pursuant
thereto at 49 C.F.R. Parts 1542 and 1544,with respect to all persons hired or utilized by
Consultant to perform any portion of the services at the Project site who require Special
Security Authority, as defined in Paragraph 9.1.2 below. Such employment and access
investigations may include without limitation employment histories and verifications,
verifications of identity, and criminal history records checks as and to the extent required
by federal law.
15.1.2 Required employment and access investigations shall be completed for all persons
prior to Consultant allowing such persons "unescorted access authority" (as such term is
defined in 49 C.F.R. Part 1544), prior to Consultant allowing such persons to work in the
sterile area of and airport, and otherwise as required by and in accordance with federal
law and DELTA'S Aircraft Operator Standard Security Program (said authority being
referred to herein as "Special Security Authority").
15.2   ADDITIONAL REQUIREMENTS.
Consultant also agrees to undertake whatever other measures are necessary to comply with
security, drug and alcohol testing, record-keeping, and other requirements appropriate to the
services to be performed by Consultant and to the areas to which Consultant has access at an
airport in connection with performance of the services, that are imposed from time to time by
public agencies such as the TSA, DOT, FAA, the United States Postal Service, the United States
Customs Service, and the operator of the airport in question.
15.3   AUDIT OF EMPLOYMENT RECORDS.
Consultant shall keep full and detailed records demonstrating its compliance with this Article 9
as to each employee with Special Security Authority employed at the Project site and shall
maintain and preserve such records without additional compensation therefor for a period of
three (3) years after termination or expiration of this Agreement. DELTA shall have the right,
but not the duty, to conduct such audits of Consultant's employment records asit deems prudent
to ensure Consultant'scompliance with this Article 9.
15.4  RETURN OF CREDENTIALS.
Consultant acknowledges the importance of maintaining control over all accesslidentification
media and credentials issued to Consultant's employees allowing such employees Special
Security Authority or other special access authority granted by the operator of an airport or
DELTA ("Credentials"). Consultant shall maintain by means acceptable to DELTA a current
listing of all of Consultant's employees, all subconsultant employees and all other individuals
employed on the Project site by or through Consultant who require Credentials, and the type of
Credentials issued to such individuals. Consultant shall, within the time periods prescribed by
law and by the issuing authority and by means acceptable to the issuing authority, (i) return to the
issuing authority all Credentials issued to such individuals upon termination of employment or
disqualification for Credentials of such individuals, and (ii) report to the issuing authority all lost,
stolen and unaccounted for Credentials. Consultant shall notify DELTA'SStation
ManagerIDirector at the applicable airport or his designee and Delta's Managing Director -
Corporate Safety, Security and Environment in writing (x) of such termination or disqualification
of such individuals immediately after such termination or disqualification, (y) of the return of
Credentials to the issuing authority simultaneously with such return, and (z) of such lost, stolen
and unaccounted for Credentials simultaneously with such report to the issuing authority.

ARTICLE 16
MISCELLANEOUS PROVISIONS
16.1   This Agreement shall be governed by the laws of the State of Georgia.
16.2   Delta, the Partries and Consultant, respectively, bind themselves, their successors,
assigns, and legal representatives to the other party to this Agreement and to the successors,
assigns and legal representatives of such other party with respect to all covenants of this
Agreement. Neither Delta, the Parties nor Consultant shall assign or transfer any interest in this
Agreement or subcontract out or delegate any right or obligation under this Agreement without
the written consent of the other.
16.3   This Agreement together with its Schedules, Exhibits, and Special Conditions, if any,
represents the entire and integrated agreement between Delta, the Parties and Consultant and
supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by Delta, the Parties and
Consultant. In the event of any inconsistency between this Agreement and the attached Proposal,
if any, this Agreement shall control.

16.4  In the event that any provision herein shall be deemed invalid or unenforceable, the other
provisions hereof shall remain in full force and effect, and binding upon the parties hereto.
16.5   All obligations arising prior to the termination of this Agreement and all provisions of
this Agreement allocating responsibility or liability between the parties shall survive the
completion of the services and the termination of this Agreement as to matters that occurred
during the term of this Agreement.
16.6   In any action arising from the performance of this Agreement or breach thereof, the
prevailing party shall receive, in addition to any other compensation awarded, its reasonable costs
and attorneys' fees.
16.7   Consultant shall institute and maintain an effective compliance program to ensure that the
Work complies with all applicable laws, rules, regulations and procedures. Such program shall,
at a minimum, include the following components:
16.7.1 Instituting standards and procedures that are reasonably capable of reducing the
prospect of noncompliance.
16.7.2 Assignment of a high-level person or persons to overall responsibility for
overseeing compliance with such standards and procedures.
16.7.3 Exercising due care in making assignments so as to avoid delegating compliance
responsibility to individuals whom the organization knows, or should know, have a
propensity to engage in illegal activities.
16.7.4 Communication of compliance standards and procedures by requiring
participation in training programs or by disseminating publications that explain in a
practical manner what is required.
16.7.5 Establishing monitoring and auditing systems and having in place and publicizing
a reporting system whereby employees and other agents can report events of
noncompliance without fear of retribution.
16.7.6 Enforcing standards through appropriate mechanisms, including, as appropriate,
discipline of individuals responsible for the failure to detect events of noncompliance.
16.7.7 Taking all reasonable steps to respond appropriately to events of noncompliance
and preventing further similar events of noncompliance, including any necessary
modification of the compliance program.
Delta may audit and review Contractor's compliance program at any time. Should Delta find
Contractor's compliance programto be inadequate in any respect, Delta may terminate this
Agreement and any associated Work Authorization(s) upon no less than ten (1 0) days' notice, if
Contractor fails to correct such inadequacies within the ten (10) day period.
16.8   Time is of the essence of this Agreement.
16.9  The following exhibits or schedules are attached hereto and are made a part hereof.
Schedule 1: The Proposal
This Agreement is entered into as of the day and year first written above.
DELTA:                                 CONSULTANT:
Delta Air Lines, Inc.                                      SLR International Corporation
By:                                               By:
Helen Howes                              Michael Staton
Managing Director                           Principal Geologist
Corporate Safety, Health and Environment
1
The Hertz Corporation


Michael Lukens
Paul, Hastings ,Janofsky & Walker LLP, for
Vanguard Car Rental USA LLC


Paul Fen
Avis Budget Car Rental LLC
Elizabeth Leavitt, Director
Aviation Planning & Environment
Port of Seattle
SCHEDULE 1