Kimberly Clark Worldwide Inc 12/28/2005

MEMORANDUM OF UNDERSTANDING FOR ENVIRONMENTAL MANAGEMENT OF THE RIVERSIDE PROPERTY This Memorandum of Understanding ("MOU") is entered into by the City of Everett ("City"), a Washington Municipal Corporation, Kimberly-Clark Corporation ("K-C"), a Delaware Corporation, and Kimberly-Clark Worldwide, Inc. ("KCWW"), a Delaware Corporation and wholly-owned subsidiary of K-C. The Effective Date of this MOU is December 29, 2005. RECITALS This MOU is entered into by and between the City and K-C (the "Parties") in order to investigate, cleanup if necessary, and otherwise fund and manage environmental conditions and potential liabilities on property the City is acquiring from KCWW and on adjacent propertyKCWW is retaining subject to a right of first refusal by the City. The City Council of the City of Everett has determined that the purchase of the Riverside property from KCWW under the conditions set forth in this MOU protects and enhances the City's vision of and investment in the redevelopment of and public access to the Snohomish Riverfront, facilitates remedial actions at such property that will promote public health, safety and the environment as well as economic development, furthers the City's Comprehensive Plan and Shoreline Management Program, and is in the public interest. The provisions of this MOU apply to both the Riverside property being acquired by the City ("City Property") and the Riverside property being retained by KCWW ("K-C Property") (collectively . referred to as the "Property"as shown on Figure 1 of this MOU), except to the extent a provision of this MOU expressly applies to the City Property or to the K-C Property. It is the intent of the Parties to collaborate in the management of potential environmental liability at the Property. This approach intends to implement cost sharing and balanced risk allocation between K-C and the City consistent with K-C's legal obligations, business objectives and financial reporting requirements and the City's legal obligations and ownership objectives. This MOU provides the governing principles, standards, procedures and funding mechanisms related to the management of potential environmental liabilities at the Property. The Parties acknowledge that the purchase price of the Property at$10,542,000.00 ("Purchase Price") reflects its appraised value as an industrial property. It is the intent of the parties that the cleanup criteria for the Property will reflect the continued industrial use of the Property, while recognizing that for policy and economic reasons the City or K-C may desire to undertake at its expense additional cleanup actions to accommodate other land uses. All remedial investigation and cleanup actions at the Property("Work") will be conducted in appropriate consultation with the Department of Ecology ("Ecology") by the parties and their consultants and contractors using efficient, risk-based methodologies and sound project management techniques in order to achieve the most cost-effective remedial action that meets the Performance Standards or Alternate Performance Standards specified herein. K-C and the City will manage the Work cooperatively through a Riverside Environmental Team, which will be the entity primarily responsible for implementation of this MOU. Page 2