Item No. 6f  attach 3
Meeting Date: June 9, 2020

COMMON INTEREST, COST-SHARING, AND TOLLING AGREEMENT 
BY AND BETWEEN THE PORT OF SEATTLE AND THE BOEING COMPANY 
This COMMON INTEREST AND COST-SHARING AGREEMENT (this "Agreement") 
is made by and between the Port of Seattle, a Washington municipal corporation (the "Port") and
The Boeing Company ("Boeing"), who are collectively referred to as the "Parties," and
individually as a "Party." In making this Agreement, the Parties acknowledge the following: 
RECITALS 
WHEREAS, the Washington Department of Ecology ("Ecology") seeks to investigate and 
remediate contamination ("Site Contamination") at and around the property known as Terminal
115 South, which is formerly the site of Boeing Plant 1, located generally at 6000 West Marginal
Way SW in Seattle, Washington 98108 (the "Terminal"); 
WHEREAS, Ecology has identified each Party to this Agreement as a Potentially Liable
Party ("PLP") within the meaning of the Washington State Model Toxics Control Act, RCW
70.105D et seq., in connection with environmental contamination at or associated with the
Terminal site (Ecology facility number _______) (the "Site");
WHEREAS, Ecology has asked the Parties to sign an Agreed Order ("Order") and jointly
prepare a remedial investigation, feasibility study, cleanup action plan, and other tasks required by
that Order ("RI/FS Work");
WHEREAS, although the Parties specifically deny Ecology's claims and allegations, they 
share a joint and common interest in cooperating with each other to the extent permitted by law 
and in sharing certain information otherwise protected from disclosure by the attorney-client
privilege and by the attorney work-product doctrine and/or joint-defense privilege in conducting a
joint defense against any and all actual and potential claims that may be asserted against them with
regard to the Site Contamination; 
WHEREAS, the Parties desire to share the costs of performing the RI/FS Work; and 
WHEREAS, a Party may have potential claims and causes of action against the other
concerning the Site ("Claims").
TERMS OF AGREEMENT 
NOW THEREFORE, the Parties mutually agree as follows: 
1.      JOINT  DEFENSE  AND  COMMON  INTEREST.  The  Parties  agree  to
cooperate with one another to effectuate the purposes of this Agreement. The Parties may, at the
sole option of each, share and exchange intelligence, strategies, research, studies, data, technical
conclusions, confidences, information and or other documents prepared by their respective counsel
concerning  legal  theories  (collectively,  "Common  Interest  Materials")  to  advance  their
negotiations with Ecology for work required under the Order. Common Interest Materials should
be clearly designated as such on the face of the document.
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COMMON INTEREST, COST-SHARING, AND TOLLING AGREEMENT 
2.      ALL PRIVILEGES MAINTAINED. The Common Interest Materials that the
Parties exchange shall maintain all privileges from disclosure to adverse or other third parties as a
result of the attorney-client privilege, the attorney work-product doctrine, the privileges applicable
to parties with common interest, the joint-defense privilege, and other applicable privileges or
confidentiality protections to the fullest extent recognized under Washington law. By this
Agreement, the Parties state that in pursuit of their common interests and in joint defense against
any and all actual and potential claims that may be asserted against them with regard to Site
Contamination, they do not intend to waive any applicable privileges and they intend to preserve
to the maximum extent permitted by Washington law the attorney-client privilege, protection
under the attorney work-product doctrine, the joint-defense privilege, and all other privileges and
protections that they may have. In the event of any effort by a third party to compel the disclosure
of Common Interest Materials, including a request under the Washington Public Records Act,
Chapter 42.56 RCW, the Party that is the subject of the records request, subpoena or other form of
compulsory process shall promptly notify the other Parties so as to afford such Parties the
opportunity to seek protection from the compelled disclosure of Common Interest Materials.
Nothing herein shall preclude a party from producing Common Interest Materials as required by
law. 
3.      CONFIDENTIALITY. Except as permitted by this agreement or otherwise
required by law, the Parties agree not to disclose any Common Interest Materials received from
any other Party or its counsel or technical consultants to any person or entity other than (a)
attorneys and their staff representing a Party in connection with the Site, Order or RI/FS Work; (b)
experts or consultants retained by the receiving Party in connection with the Site, Order or RI/FS
Work; (c) employees, officers, directors, executives, or other elected representatives of the
receiving Party who have responsibilities with regard to the Site, Order, or RI/FS Work. The
Parties and their counsel shall take reasonable steps to protect and preserve the confidentiality of
Common Interest Materials received. Individuals permitted access to Common Interest Materials
shall be advised that the information is privileged and confidential and subject to this Agreement. 
3.1    NON-CONFIDENTIAL INFORMATION.  Nothing in this Agreement
shall prevent the Parties from disclosing to others or using in any manner Common Interest
Materials which the Party can show:
(a) Was known by a Party prior to the execution of this Agreement, has been
published or has become a part of the public domain other than by acts, omissions,
or fault of the Parties or their agents or employees in violation of this Agreement;
(b) Has been furnished or made known to a Party by third parties (other than those
acting directly or indirectly for or on behalf of the Parties) or was obtained by a
Party in some manner other than pursuant to this agreement as a matter of legal
right, without any applicable restrictions on its disclosure; or
(c) Was in the Party's possession prior to disclosure thereof by or on behalf of any
of the Parties.
4.      FUTURE  LITIGATION.  In  any  litigation  between  or  among  Parties,  this
Agreement shall not preclude discovery of Common Interest Materials, and this Agreement shall
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COMMON INTEREST, COST-SHARING, AND TOLLING AGREEMENT 

not preclude Parties from attempting to obtain disclosure of Common Interest Materials or alter
the obligations, if any, of Parties to disclose Common Interest Materials under applicable rules of
Civil Procedure. 
5.       ADDITIONAL PARTIES. By unanimous consent, the Parties may agree to allow
other persons or entities who share their joint and common interest in defending any actual or
potential claims that may be asserted against them with regard to Site Contamination, and who
agree to be bound by the terms of this Agreement, to join the Agreement. 
6.       SEPARATE AND INDEPENDENT LEGAL REPRESENTATION. Nothing in
this Agreement shall be construed to affect the separate and independent representation of the
Parties by their respective counsel. Each Party understands and acknowledges that each Party is
represented exclusively by that Party's own attorneys in the above-referenced matter. While
attorneys representing other Parties to this Agreement have a duty not to disclose the information
disclosed to them pursuant to this Agreement, they will not act for any Party other than their own
clients in the above-referenced matter. Each Party understands and agrees that this Agreement
itself does not and will not create any attorney-client relationship with any other Party's attorneys. 
7.       INDIVIDUAL CONSULTANTS. Nothing in this Agreement shall be construed
to affect the separate and independent ability of the Parties and their counsel to obtain consulting
services, including any environmental consultants, hired directly or indirectly by a Party, or its
attorneys,  agents,  or  contractors,  in  connection  with  Site  Contamination  ("Individual
Consultants"). As may be necessary to effectuate the purposes of this Agreement, the Parties
acknowledge that Common Interest Materials may be shared with Individual Consultants as agents
and/or representatives of the Parties, to the extent the Party does not otherwise violate the 
provisions of this Agreement. The Parties intend that the privilege and confidentiality protections
in this Agreement shall apply to the maximum extent permitted by law to information generated
by and shared with Consultants.
8.       JOINT CONSULTANT. The Parties will work in good faith to select a consultant
to represent the Parties with the Department of Ecology and to perform work associated with
negotiating and implementing the Order and the RI/FS Work. The Joint Consultant's scope of
work to complete the RI/FS Work and a budget for the RI/FS Work shall be determined by
unanimous consent of the Parties. Following the selection of the Joint Consultant, pursuant to the
process described in 8.1 below, and approval of the budget and scope of work, the Parties will
endeavor to direct the RI/FS Work by unanimous consent. If the Parties fail to reach consensus
within a reasonable time, the Parties may proceed by approval of any two of the Parties. 
8.1     CONTRACTING. 
(a)      Selection. The Port will enter into and oversee contracts with the
Joint Consultant on behalf of the Parties. The Port will follow its regular contracting
procedures to advertise for and select potential consultants except as described
herein. Boeing may participate in interviewing potential consultants. The Parties
shall endeavor in good faith to select a consultant from the pool of applicants by
unanimous consent. 

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(b)     Billing. The Parties will endeavor in good faith to negotiate the Joint
Consultant's contract such that the Joint Consultant will submit its invoices both
parties for direct payment of their respective shares of the work. Invoices shall
indicate the total amount due and the 50% share for each Party. In the event that
such an arrangement is not possible or practical, the Joint Consultant will submit
its invoices to the Port, and the Port will provide copies of the Joint Consultant
invoices to Boeing prior to payment of each invoice. The Port will pay each invoice
after receiving authorization from Boeing, provided that any objections to an
invoice must be delivered to the Port in writing within ten (10) calendar days of
receipt of the invoice by the objecting Party. The Port may presume approval of an
invoice if no objection is received within ten (10) calendar days. Boeing will
reimburse the Port for its share of each invoice within sixty (60) days of receiving
such invoice. In the event of a timely objection to an invoice, the Parties will confer
within fourteen (14) calendar days concerning the objection. Following good faith
discussions concerning the objection, if the Port does not agree with the objection
and wishes to pay the invoice in full, Boeing shall reimburse the Port for its share
of the invoice within sixty (60) days of receiving such invoice. If the Parties reach
an agreement on an alternative to paying the invoice in full, the Port shall
communicate that agreement with the Joint Consultant and the Parties shall pay
their respective shares of the revised invoice total within sixty (60) days of receipt
of the original invoice.
8.2     ACCESS TO INFORMATION. Each Party shall have full and equal
access to the Joint Consultant(s) and to all data, results, reports, and other
documents or information supplied to or developed by the Joint Consultant, subject
to the confidentiality provisions of this Agreement. 
9.       SHARED COSTS.  The Parties will share the costs of the RI/FS Work and may,
upon further written agreement or amendment of this Agreement, share the costs of certain 
additional specified tasks relating to the investigation and remediation of Site Contamination.
"Shared Costs" as agreed to under this Paragraph 9 shall mean (a) Joint Consultant invoices
approved by both Parties as part of the RI/FS Work; (b) Ecology oversight costs, if any; (c) Port
staff costs associated with procurement and administration of the Joint Consultant contract; and
(d) any other costs subsequently agreed to in writing by the Parties. Shared Costs shall not include
any legal expenses, attorney fees, or other legal or Individual Consultant costs associated with a
Party's independent activities relating to the Site. Unless a different contribution percentage
("Contribution Percentage") amount is agreed to in writing by the Parties for a given task, the
Parties shall contribute to Shared Costs as follows: (i) Boeing, fifty percent (50%) and (ii) the
Port, fifty percent (50%). The Contribution Percentages in no way reflect any final allocation of
responsibility for costs associated with investigating and remediating any Site Contamination and
shall not be asserted as such. Such preliminary division of Shared Costs shall not be admissible
evidence in any proceeding except to establish that such amounts have in fact been contributed by 
the respective Parties. The Parties recognize and agree that any Contribution Percentages agreed
to pursuant to this Paragraph 9 are compromise percentages and do not represent the Parties' view
of the ultimate allocation of any liability for any costs associated with investigating and
remediating any Site Contamination. Nothing in this Paragraph 9 or elsewhere in the Agreement

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COMMON INTEREST, COST-SHARING, AND TOLLING AGREEMENT 

should be construed as an admission of liability by any Party, or to any allocation percentage or
extent.
10.     COMMUNICATIONS.  A Party shall not initiate ex parte communications that
do not include the other Parties with any employees or representatives of Ecology regarding any
aspect of the Site without providing reasonable notice to the other Parties and giving them an
opportunity to participate in the communication. The Parties shall confer in good faith prior to any
planned phone calls or meetings with regulatory authorities to agree on specific talking points,
positions, and/or messages to convey. In the event an employee or representative of Ecology
contacts a Party or its Individual Consultant regarding the Site, that Party shall promptly notify the
other Parties and forward any written communications to all Parties.  For avoidance of doubt, a
Party may communicate by e-mail with Ecology regarding routine and uncontroversial Project
implementation details without advance notice to the other Parties, provided that the other Parties
are include in copy in each such e-mail communication.
11.     TOLLING AGREEMENT AND COVENANT NOT TO SUE. In consideration
of the mutual undertakings in this Agreement, and unless and until this Agreement is terminated,
each Member, for so long as it remains a Member, covenants not to sue the other Members or their
officers, directors, employees or agents with respect to any claims or liabilities concerning any
costs incurred under this Agreement, as long as the Member against whom a claim could be made
has not withdrawn, except for claims relating to the enforcement of this Agreement or claims for
contribution in defense of third party claims concerning costs incurred or activities performed
under this Agreement.  The terms hereof are not intended and shall not be construed to prevent
any Member from pursuing, or as a waiver of, any demand, right, or action that any Member may
have unrelated to costs incurred or activities performed under this Agreement. Any claim or
defense based on the passage of time including, but not limited to, statute of limitations, statute of
repose, estoppel, waiver, laches, or other time-related claim or defense applicable to any Claim
that is not already barred by the passage of time as of the Effective Date shall be and hereby is
tolled as between the Parties, and the period between the Tolling Agreement and withdrawal from
this Agreement will not be included in computing the time relevant to any time-related claim or
defense. 
12.     WITHDRAWAL. Any Party may withdraw from this Agreement upon prior thirty
(30)-day written notice to the other Parties. Any withdrawing Party and that Party's counsel shall
continue to be bound by this Agreement with regard to any Common Interest Materials received,
learned, or obtained at any time prior to the effective date of the withdrawal, and this Agreement
shall continue to protect all applicable privileges and the confidentiality of Common Interest
Materials disclosed to both the withdrawing Party and that Party's counsel. Any withdrawing Party
shall continue to be responsible for Shared Costs as described in Paragraph 9 above, and shall
continue to pay its share of RI/FS Work until completion of the RI/FS Work as determined by
Ecology. 
13.     EQUITABLE REMEDIES. The Parties agree that the rights, privileges, and
interests intended to be protected by this Agreement are unique and any violation of this
Agreement would result in irreparable harm and injury to the other Parties. The Parties specifically
agree that the terms of this Agreement may be enforced through appropriate injunctive relief,
specific performance, or other equitable relief. 
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COMMON INTEREST, COST-SHARING, AND TOLLING AGREEMENT 

14.     DURATION OF AGREEMENT. This Agreement, including its provisions on the
use and confidentiality of Common Interest Materials, shall remain in full force and effect
notwithstanding any settlement or resolution of claims related to Site Contamination. The
provisions of this Agreement governing the use and confidentiality of Common Interest Materials
shall continue to apply to any employee of any Party or its counsel who ceases to be employed by
that Party, and to any expert, consultant, terminated counsel, agent, or contractor who worked on
behalf or under the direction of any Party or its counsel. 
15.     USE OF AGREEMENT. This Agreement, the contents hereof, or the preliminary 
division of any Shared Costs shall not be admissible evidence in any proceeding without the
written consent of all Parties, except to enforce the terms of this Agreement, to prove the existence
of this Agreement or the common interest or joint defense privilege by providing a copy of this
Agreement and asserting the common interest or joint defense privilege to a court of competent
jurisdiction, or as required by law or court order. 
16.     HEADINGS NOT CONTROLLING. The paragraph headings included herein
are for reference only and are not a part of this Agreement. The headings shall not control or alter
the meaning of this Agreement as set forth in the text. 
17.     NOTICES.  All notices, requests, consents, claims, demands, waivers, and any
other such communications shall be in writing and shall be deemed to have been given (i) when
delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if
sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by
facsimile or e-mail (with confirmation of transmission); or (iv) on the third (3rd) day after the date
mailed,  by  certified  or  registered  mail,  return  receipt  requested,  postage  prepaid.  Such
communications must be sent to the respective Parties at the following addresses (or at such other
address for a Party as shall be specified in a notice given in accordance with this Section 16): 
If to the Port of Seattle:                            Copy to: 
Elizabeth C. Black                              Roy Kuroiwa 
Senior Port Counsel                            Senior Environmental Program Mgr 
Port of Seattle                                     Port of Seattle 
Pier 69, 2711 Alaskan Way                    Pier 69, 2711 Alaskan Way 
P.O. Box 1209                               P.O. Box 1209 
Seattle, WA 98111                           Seattle, WA 98111 
Phone: (206) 787-4697                        Phone: (206) 787-3814 
E-mail: black.e@portseattle.org                 E-mail: kuroiwa.roy@portseattle.org 

If to Boeing:                                       Copy to: 
Thomas J. Wilcox                            Joseph L. Flaherty 
Senior Counsel, EHS Law Group              The Boeing Company 
Office of the General Counsel                  Environmental Remediation 
The Boeing Company                       MC 1P-310 
P.O. Box 3707                               Phone: (206) 769-5987 
MC 11-509                               E-mail: joseph.l.flaherty@boeing.com 
Seattle, WA 98124 
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COMMON INTEREST, COST-SHARING, AND TOLLING AGREEMENT 
Phone: (425) 373-2201 
E-mail: thomas.j.wilcox@boeing.com 

Any Party may change the address to which notices, requests, demands, claims, waivers, and any
other such communications under this Agreement are to be delivered by giving the other Parties 
notice in the manner set forth above. Any Party may make service on the other Parties by sending
or delivering a copy of the process to the Parties to be served at the address and in the manner
provided for the giving of notices above. 
18.     COUNTERPARTS; SIGNATURES. This Agreement may be executed in any
number of identical counterparts, notwithstanding that all Parties have not signed the same
counterpart, with the same effect as if all Parties had signed the same document. All counterparts
shall be construed as and shall constitute one and the same agreement. S ignature images
transmitted electronically on this Agreement will be fully binding and effective for all purposes.
19.     AUTHORIZATION AND EXECUTION. By executing this Agreement, the
undersigned certify that they have authority to bind their respective entities to the terms of this
Agreement and are signing on behalf of their respective entities as shown below. 
20.     FINAL AND COMPLETE EXPRESSION. This Agreement is the final and
complete expression of the Parties concerning the subjects covered by this Agreement and this
Agreement supersedes and replaces all prior agreements, discussions, representations, and drafts,
all of which are merged into, and superseded by, this Agreement. 
21.     SEVERABILITY OF AGREEMENT. If any provision of this Agreement is
found invalid or unenforceable, then the balance of this Agreement shall remain in full force and
effect. 
22.     GOVERNING LAW. This Agreement was entered into under the laws of the
State of Washington. If it becomes necessary to interpret any of the Agreement's terms, it is the
intent of the Parties that the laws of the State of Washington shall apply, without giving effect to
the provisions thereof relating to conflicts of laws or choice of laws. 
23.     BINDING EFFECT. This Agreement is binding upon and inures to the benefit of
the Parties and their respective heirs, legatees, representatives, successors, transferees, and assigns. 
Furthermore, this Agreement shall automatically apply to substitute or associated counsel who
may appear on behalf of any Party, which substitute or associated counsel shall thereupon become
a party to and be bound by this Agreement.
24.     THIRD PARTIES; NO WAIVER ON DEFAULT. Nothing in this Agreement
shall be construed to waive any rights, claims, or privileges that any Party shall have against any
person or entity who is a non-participant to this Agreement, Ecology, or any other person or entity.
This Agreement is for the sole and exclusive use of the Parties hereto, and none of the provisions
of this Agreement shall be deemed to be for the benefit of any other person or entity. A failure to
act on any default by any Party shall not be deemed a waiver to protest any future defaults
hereunder. 
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25.     FULL  UNDERSTANDING;  INDEPENDENT  LEGAL  COUNSEL. The
Parties each acknowledge, represent, and agree that they have read this Agreement; that they fully
understand the terms thereof; that they have been fully advised by their legal counsel and other
advisors with respect thereto; that it is executed by them upon the advice and recommendation of
their independent legal counsel; and that if any subsequent ambiguity is found in this Agreement
it shall not be interpreted against any Party, as all Parties participated in the drafting of this
Agreement. 
26.     EFFECTIVE DATE. This Agreement is effective as of September 1, 2018. 
IN WITNESS WHEREOF, the Parties below have caused this Agreement to be executed effective
as of the date set forth in Paragraph 26 above. 

PORT OF SEATTLE                   THE BOEING COMPANY 

______________________                    ______________________ 
Stephen P. Metruck                             Thomas J. Wilcox 
Executive Director                               Senior Counsel, EHS Law Group 










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