Item No: 6a_attach 
8/2/16 Final Draft agreed to by Port and City staff, subject to Commission review and approval     Meeting Date: August 9, 2016 Page 1 

MEMORANDUM OF AGREEMENT BETWEEN 
PORT OF SEATTLE AND CITY OF SEATTLE 
This Memorandum of Agreement (the "Agreement") is made and entered into by the Port of Seattle, a
municipal corporation of the State of Washington, hereinafter called the "Port", and City of Seattle, a
municipal corporation of the State of Washington, hereinafter called the "City". As used in this
Agreement, "Project" means the construction of S Lander St Grade Separation Project, a four-lane bridge
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spanning the BNSF railroad tracks between 1  and 4  Avenues South. The Port and the City are also
referred to in this Agreement collectively as "the Parties", and individually as a "Party." 
RECITALS 
WHEREAS, S. Lander St is a major east-west corridor within the Duwamish industrial area where 
general purpose, transit, and freight traffic cross the mainline and industrial spur railroad tracks; and 
WHEREAS, the Port, City of Seattle, State of Washington, private sector partners, and other
agencies within Puget Sound and the state have developed and signed funding agreements for freight
infrastructure improvements, including SR 519, the Spokane St Viaduct, the E Marginal Way Grade
Separation, Duwamish Intelligent Transportation Systems, the Galer St Flyover, and other FAST Corridor
projects, all of which provide freight mobility benefits for the region; and 
WHEREAS, both S Lander St, and other at-grade crossings in SODO, are routes for freight
passing through Port facilities, especially those operated as container terminals by the Northwest Seaport
Alliance and local distribution facilities; and 
WHEREAS, S Holgate St fulfills an important function that is not intended to be replaced by the
new S Lander Grade Separation Project; and 
WHEREAS, the proposed Lander Overpass will provide a benefit to the Port and the industrial
areas of the Duwamish Manufacturing-Industrial Center (as designated by the Puget Sound Regional
Council) by reducing traffic congestion in and around Port facilities; and 
WHEREAS, the City has explored alternative design options for the Lander Overpass over
several years and is working to achieve a design and funding strategy for construction in 2018; and 
WHEREAS, train crossings of S Lander St currently close the street to through traffic over 4.5
hours per day, and those closures are forecast to increase as rail travel is projected to increase
significantly; and 
WHEREAS, the Project will improve overall traffic congestion, including for adjacent east-west
connectors on the Spokane St Viaduct and SR519/Atlantic St; and 
WHEREAS, the Project will improve safety for drivers, bicyclists, and pedestrians by separating
them from the grade crossing; and 
WHEREAS, the Project will decrease air emissions due to idling, and improve trucking
efficiencies to reduce operating costs; and 
WHEREAS, the Project will support both existing and new jobs in the Duwamish Manufacturing-
Industrial Center and will create 125 new jobs during construction; and 
WHEREAS, the City is seeking and has been awarded grant funding from a broad group of
partners; and

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WHEREAS, the Port supported the City's application for a Fostering Advancements In Shipping
And Transportation For The Long-Term Achievement Of National Efficiencies (FASTLANE) grant and for
which a $45,000,000 award is currently proposed, $8,000,000 Freight Mobility Strategic Investment Board
(FMSIB) grant, and various grants from the Puget Sound Regional Council; 

NOW, THEREFORE, the Parties agree as follows: 
1.  SCOPE OF WORK 
1.1. Project Title: The S Lander St Grade Separation Project (CIP Project TC366150). 
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1.2. Description: The Project will construct a bridge on S Lander St between 1  Ave S and 4  Ave S
spanning the BNSF mainline railroad tracks, including a separated multi-use path (or equivalent
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separated facility), and four, 11-feet travel lanes for vehicles. Intersections at 1  and 4  Avenues
provide for separated left-turning movements with sufficient capacity for trucks to clear the
intersection. The grade will not exceed 7.5% and signalization will be implemented such that
trucks are not predicted to need to stop on the uphill grade based on the 2016 Transportation
Discipline Report (DRAFT dated June 30, 2016). The construction phase cost of the Project is
currently estimated to be One Hundred and Twenty-Five Million Dollars ($125,000,000) by the
City.
1.3. Schedule: The Project is anticipated to begin construction in 2018 and open to traffic in late
2019, with Final Acceptance expected in 2020. 

2.  TERMS AND CONDITIONS 
2.1. Implementing Agency: As the implementing agency the City shall ensure Project compliance
with the State Environmental Policy Act (SEPA) and the National Environmental Policy Act
(NEPA), and shall be responsible for obtaining all necessary permits and/or agreements. The
City shall be responsible for accomplishing all aspects of the Project scope. 
2.2. Contact Persons: The Parties to this Agreement shall designate person(s) to act as liaison for
the Project. The contact persons shall meet on a mutually agreed upon, scheduled basis at a
frequency appropriate to the phase and status of the Project. 
2.3. Scope: The Project's defined scope as it relates to freight benefits shall be based on input from
the funding partners. Any changes during design or construction to the functionality of the
Project and benefits to the Port, as described in Section 1.2, and further illustrated by the
description of Project benefits, and the Project plan as provided in Exhibits B and C, shall require
the Port's review to maintain the Port's funding obligation. (See Exhibit B and Exhibit C) The
Port's funding is contingent upon the commitments outlined in Section 1.2.
2.4. System Mobility: The City recognizes that other east-west corridors in the Duwamish provide
significant utility to the Port. The City shall not reduce capacity on other east-west corridors in
the Duwamish when the Project is completed without providing notice to and opportunity for
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input from the Port. Specifically, S Holgate St provides connections from 1  Ave S to 6  Ave S
over the mainline railroad crossing with 4 lanes of capacity, as well as connections from there to
Airport Way and on an elevated bridge to Beacon Hill. The improvements at S Lander St should
add to the mobility in the neighborhood, and are not intended to be offset by other lane
reductions. The City will work with the Port and others to maintain efficient freight mobility
throughout the Duwamish Manufacturing/Industrial Center (MIC). Should there be a specific
proposal to close S Holgate St, or if safety issues arise on S Holgate St or other critical freight
routes, or should the City be required by outside entities to perform mandated actions that

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require changes, the City will include the Port in discussions regarding the resolution of the
issue, and specifically discuss how mobility is maintained. 
2.5. Industrial Lands Protection: The City will support efforts to protect, preserve, and enhance
industrial lands and highlight the critical connection to freight mobility and other maritime issues. 
2.6. Progress Report: The City shall provide the Port with a report that includes a copy of the
WSDOT/FHWA approved Project schedule (or analogous format), and final engineer's estimate
with contract bid items or summary of values. At the time of making application for each
payment under Section 3, the City shall provide to the Port a progress report. The progress
report will include a narrative describing the Project progress since the last report, an updated
Project construction schedule showing the current progress and percent completion of the major
work elements, and a tabulation of the construction progress payments made such that percent
completion can be determined. 
2.7. Inspections: The City shall provide opportunities for Project inspection by issuance of Notices of
Final Inspection and/or Interim Final Inspections by Project Phase to the Port and other funding
partners. The Port shall participate in inspections of the Project within the specified timeframe to
inform punch-list requirements for Project Completion and to confirm its satisfaction that Project 
improvements, as defined in Section 1.2 and 2.3, are in place and fully operational. Prior to
issuance of Notice of Physical Completion (to the Contractor), the City will provide the Port the
opportunity for verification of Final Inspection work. Project conditions existing at the time of the
Project's Final Inspection, but not identified by the Port until the request for final payment is
made under 3.6, shall not be grounds for payment to be withheld. 
2.8. Public Involvement: The City shall be responsible for the continued public involvement and/or
community outreach process for the Project. The City shall develop a Public Involvement Plan
for the Project with input from the Port and shall be specific with requests should it desire
engagement from the Port. 

3.  COST REIMBURSEMENT AND FUNDING 
The Port Commission authorizes the execution of the Agreement and agrees to contribute an amount of
Five-Million Dollars ($5,000,000) for the Project subject to the following conditions: 
3.1. All environmental review and permitting will be completed in accordance with Federal, State, and
local requirements; 
3.2. The Port and City continue to work together to ensure that the Project development and
implementation during design and construction meet the needs of both Parties ; 
3.3. The Project is constructed as described in Section 1.2 or modified consistent with Section 2.3; 
3.4. The Port's total contribution shall not exceed Five Million Dollars ($5,000,000) as a cash
payment, but pay be reduced as provided in Sections 3.5 and 3.7. 
3.5. Total construction cost is currently estimated to be One-Hundred Twenty-Five Million Dollars 
($125,000,000). (See Exhibit D, Summary Estimates of Cost and Funding Shares, attached.)
The Port shall make three payments as follows: 
a.  The first payment of Two Million ($2,000,000) shall occur after the City has made
progress payments to the Contractor totaling at least 50% of the construction Contract
value. (This is expected in 2018).
b.  The second payment of Two Million Dollars ($2,000,000) shall occur upon Substantial
Completion (as defined in the construction contract) of the Project, as issued by the City
to the Contractor.
c.  The final payment of One Million Dollars ($1,000,000) shall occur upon Final Acceptance 
(as defined in the construction contract), subject to the requirements of Section 2.7 and
Section 3.6, and the Port's receipt of a progress report and a letter from the City Project

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Manager attaching the Certificate of Final Acceptance. This is expected in 2020. The
final payment may be subject to a reduction based on Section 3.7 of this Agreement. 
3.6. Prior to application for the final payment, the City shall provide opportunity for the Port to inspect
and verify that the requirements of Physical Completion have been met in accordance with
Section 2.7. The City shall issue a letter to the Port requesting final payment upon Final
Acceptance. 
3.7. In the event the total construction contract value at the time of the Project's Final Acceptance 
("Final Cost") is less than the Project estimate at the time of bid ("Bid Estimate"), the Port's total
funding contribution shall be adjusted by a percentage that represents the proportional share of
$5,000,000 to the Bid Estimate.

4.  AMENDMENT 
Either Party may request changes to the provisions contained in this Agreement. Any change to this
Agreement must be mutually agreed to by both Parties, in writing and executed with the same formalities
as the original Agreement.

5.  NOTIFICATION 
Any notice required or permitted to be given pursuant to this Agreement shall be in writing, and shall be
sent postage prepaid by U.S. Mail, return receipt requested, to the following addresses unless otherwise
indicated by the Parties to this Agreement: 
To the City:          Jessica Murphy, Project Manager 
700 Fifth Ave, Suite 3700 
PO Box 4996 
Seattle, WA 98124-4996 
To the Port:         Geraldine Poor, Regional Transportation Manager 
Port of Seattle 
2711 Alaskan Way 
Seattle, WA 98121 

6.  RECORDS RETENTION AND AUDIT 
During the progress of the work on the Project and for a period not less than three (3) years from the date
of final payment by the Port to the City, the records and accounts pertaining to the Project and accounting
thereof are to be kept available for inspection and audit by the Port and the City shall provide the Port
with copies of all records, accounts, documents, or other data pertaining to the Project upon the Port's
request. If any litigation, claim, or audit is commenced, the records and accounts along with supporting
documentation shall be retained until all litigation, claims, or audit findings have been resolved, even
though such litigation, claim, or audit continues past the typical three year retention period. This provision
is not intended to alter or amend records retention requirements established by applicable state and
federal laws. 

7.  DISPUTES 
The designated representatives under section 5.0, NOTIFICATION, shall use their best efforts to resolve
disputes between the Parties. If the designated representatives are unable to resolve a dispute, then the
responsible Project directors for each Party shall review the matter and attempt to resolve it. If the Project
directors are unable to resolve the dispute, the matter shall be reviewed by the department director or
chief executive officer of each Party or his or her designee. The Parties agree to exhaust each of these

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procedural steps before seeking to resolve disputes in a court of law or any other forum. 

8.  EFFECTIVENESS AND DURATION 
This Agreement is effective upon the last date of execution by both Parties and will remain in effect until
Project completion, unless otherwise stated herein or unless amended or terminated.

9.  TERMINATION 

Either Party may terminate this Agreement at any time upon thirty (30) days written notice to the other
Party, but said written notice of termination shall not occur sooner than sixty (60) days from the execution
of this Agreement. If either Party decides to terminate this Agreement, the Port shall reimburse the City
its proportionate share of all costs payable under this Agreement at the time of notice of termination,
including those obligations that the City has contractually undertaken prior to the notice of termination, but
in no case shall the Port be obligated to reimburse the City any amounts in excess of the Port's Five
Million Dollars ($5,000,000) contribution set forth in Section 3 of this Agreement. 

10. INDEMNIFICATION AND HOLD HARMLESS 
10.1 To the maximum extent permitted by law, each party shall protect, defend, indemnify, and hold
harmless the other party, its officers, employees, and agents from any and all costs, claims,
judgments, and/or awards of damages, arising out of or in any way resulting from the negligent
acts or omissions of said indemnifying party, its officers, employees, and/or agents. Each party
agrees that its obligations under this subsection extend to any claim, demand, and/or cause of
action brought by or on behalf of any of its employees or agents. Each party, by mutual
negotiation, hereby waives, as respects the other party only, any immunity that would otherwise
be available to it against such claims under the Industrial Insurance provisions of Title 51 RCW.
In the event the indemnified party incurs any judgment, award, and/or cost arising therefrom,
including attorney's fees to enforce this provision, all such judgments, awards and costs shall
be recoverable from the indemnifying party. 
10.2  The indemnification, hold harmless, and/or waiver obligation described in Section 10.1 of this
Agreement shall survive the termination of this Agreement. 
11. VENUE 
This Agreement shall be deemed to be made in the County of King, State of Washington, and the legal
rights and obligations of the City and Port shall be determined in accordance with the laws of the State of
Washington. All legal actions in connection with this Agreement shall be brought in the County of King,
State of Washington. 

12. OTHER PROVISIONS 
12.1   Severability. A determination by a court of competent jurisdiction that any provision of
this Agreement or any part thereof is illegal or unenforceable shall not cancel or invalidate the remainder
of such provision of this Agreement, which shall remain in full force and effect. 
12.2   Interpretation. The captions of the Sections or Paragraphs of this Agreement are not a
part of the terms or provisions of this Agreement. Whenever required by the context of this Agreement,
the singular shall include the plural and the plural shall include the singular. The masculine, feminine and
neuter genders shall each include the other.


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12.3   Construction Contract Terms. The terms Final Inspection, Interim Final Inspections,
Project Phase, Project Completion, Physical Completion, Substantial Completion, Final Acceptance shall
have the meaning set forth in the City's standard specifications found at
http://www.seattle.gov/util/Engineering/StandardSpecsPlans/index.htm 
12.3   Waivers. All waivers shall be in writing and signed by the waiving Party. Either Party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either Party
from enforcing that provision or any other provision of this Agreement in the future.
12.4   Force Majeure. If either Party cannot perform any of its obligations due to events
beyond its reasonable control (other than the payment of money), the time provided for performing such
obligations shall be extended by a period of time equal to the duration of such events. Events beyond a
Party's reasonable control include, but are not limited to, acts of God, war, civil commotion, labor
disputes, strikes, fire, flood or other casualty, shortages of labor or materials, government regulations or
restrictions and weather conditions. 
12.5   Joint Drafting Effort. This Contract shall be considered for all purposes as prepared by
the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the
preparation, substitution, submission or other event of negotiation, drafting or execution hereof. 
12.6   Third Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the Port and the City, and
all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of the Port and the City and not for the benefit of any other party. 
12.7   Authority. Each individual executing this Agreement on behalf of the Port or the City 
represents and warrants that he or she is duly authorized to execute and deliver the Agreement on behalf
of the Port or the City. 
12.8   Exhibits. This Agreement includes the following exhibits: Exhibit A: Lander Vicinity Map;
Exhibit B: Project Benefits; Exhibit C: Project Plan & Profile and Cross Sections; and Exhibit D: Summary
Estimate of Cost and Funding Shares which shall be deemed incorporated into this Agreement by this
reference. 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement which shall be effective upon
the date of recording. 

PORT OF SEATTLE               CITY OF SEATTLE 

___________________________ ___________________________ 
Theodore J. Fick, Chief Executive Officer       Scott Kubly, Director 
Seattle Department of Transportation 
Date: ________________              Date: ________________