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LOWER DUWAMISH WATERWAY GROUP

MEMORANDUM OF AGREEMENT

SIXTH AMENDMENT

THIS SIXTH AMENDMENT to the Lower Duwamish Waterway Group Memorandum of

Agreement (“MOA”), dated June 9, 2000, is made and entered into by and among the Port of

Seattle, City of Seattle, King County, and The Boeing Company, collectively referred to as the

and modified herein.

NOW, THEREFORE, in consideration of the foregoing, the LDWG Members mutually

agree and covenant as follows:

King County has agreed to hire a consultant ("Consultant") to design the remedy for the

upper reach of the LDW Site and perform certain other tasks for the LDWG, as provided

for in the SOW. The Consultant’s scope shall be according to the SOW, and any

modifications to the SOW that are approved by the LDWG and EPA, and any other scope

until it is terminated by the LDWG.

Remedial Design Work includes design of the upper reach of the LDW Site plus

other work as required by the SOW, including any modifications to the SOW that

are approved by the LDWG and EPA, and including any other scope items that

are approved by LDWG. The LDWG Members hereby agree to pay the Shared

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on an interim equal (per capita) basis, pending a final allocation. Each Member

shall be severally, and not jointly, liable for this interim allocation of Shared

Remedial Design Work Costs. A performing Member reserves all rights of action

The Members agree that such payments do not constitute an allocation of

responsibility for investigation or cleanup of the Lower Duwamish Waterway.

Members reserve their right to seek an allocation or contribution different from

that set forth in Section 2.1 of this 6th Amendment from other Members and to

seek an allocation or contribution from persons or entities not a Member to the

Shared Remedial Design Work Costs shall mean: I) payments, including payments

by the EPA; and 4) solely for the purposes of this 6

shall include costs for King County's contract, project management, and property

acquisition staff and payment for appropriate access, easement, or similar

agreements, as necessary to implement the Remedial Design Work and any

modifications thereto.

3.3.1 The County shall pay the Consultant according to the terms of its contract

to the County. The invoices shall distinguish the County's internal costs for

to the Consultant and shall indicate the name and job title of each County staff

member whose costs are included. Invoices will include sufficient backup and

detail concerning the work performed to comply with each Member's cost

recovery requirements. Each Member shall transmit to the County's Designated

Representative, as set forth in Section 24 of the MOA, its part of the Shared SOW

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Costs, within thirty (30) days of receiving an invoice with appropriate backup

from the County.

pursuant to this 6th Amendment, and other than with regard to any continuing

work that is now incorporated into the attached SOW. The procedures

established in MOA section 2.3, 3.4 and 4.4 are hereby modified as follows: the

City, Port, and Boeing shall pay the LDWG consultants' invoices according to the

terms of their contracts. The Members shall invoice the other LDWG Members

of the LDWG consultant costs within thirty (30) days of receiving an invoice with

appropriate backup.

shall transmit to the Port's Designated Representative, as set forth in Section 24

of the MOA, its part of each EPA and Ecology invoice, payable to the Port, within

thirty (30) days of receipt by the Member. If backup is not provided by the

agency or there is a dispute of any part of the oversight charges, the disputed

amounts shall be held in escrow, in accordance with EPA and Ecology dispute

resolution procedure requirements. The Port shall transmit the payments of

undisputed amounts to EPA or Ecology. Individual Members will pay any interest

charges that are due to EPA or Ecology because of that Member's payment being

late.

Members will have a reasonable opportunity to provide the County with input

on the qualifications and specifications for the contract as described in Sections

3.4.2 Each Member will have one representative on the selection committee for

interviewed and scored, each Member shall identify any candidate that has done

work for the Member related to the Duwamish and the Members shall reach an

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agreement concerning which consultants have a conflict of interest based on

their work for individual Members. The County shall execute a contract with the

Consultant that is selected using the agreed upon selection process.

3.5.1 Decisions regarding Consultant’s work products will be made by consensus

of the Members. Such decisions will be communicated to the Consultant by the

County's project manager.

3.5.2 The Consultant hired to perform the Remedial Design Work will not

communicate with third parties, including EPA or Ecology personnel, without

first notifying the LDWG Technical Committee and receiving its authorization for

the communication. Such authorization will be made by consensus of the

Members and communicated by the County's project manager.

to be provided to EPA or any other third party, unless EPA' s deadlines require

that a shorter review time be provided. The Consultant shall compile all Member

comments and distribute to all Members. The County project manager will direct

the consultant on needed consensus changes to work products.

related to acquisition of property rights required for completion of the Project.

This Sixth Amendment to the LDWG MOA may be executed in counterparts, each of

which shall be deemed an original but all of which shall constitute one.

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IN WITNESS WHEREOF, the Members hereby enter into this 6th Amendment. Each

person signing this 6th Amendment represents and warrants that he or she has been duly

authorized to enter into this 6th Amendment by the corporation or municipality on whose

behalf it is indicated that the person is signing.