PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      4b 
ACTION ITEM 
Date of Meeting     April 22, 2014 
DATE:    April 15, 2014 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:   Mike Burke, Director, Seaport Leasing and Asset Mgmt. 
Tim Leonard, Capital Project Manager 
SUBJECT:  East Marginal Way and Argo Yard Truck Roadway Program authorizations 

Argo Yard
EMWGS     EMW Phase II 
Roadway 
Amount of This Request:          $800,000       $2,400,000     $1,200,000 
Port of Seattle Cost:            $22,480,807        $2,975,000      $3,400,000 
Grants, Amounts paid by
$33,775,364        $400,000     $4,350,000 
Partners: 
Est. Total Project Cost:         $56,256,171        $3,375,000      $7,750,000 
Source of Port Funds:          Tax Levy        Tax Levy        Tax Levy 

ACTION REQUESTED 
Request Authorization for the Chief Executive Officer to: 
(1) execute the East Marginal Way Grade Separation project's (WP #102007) Memorandum
of Agreement Between The City of Seattle and the Port of Seattle Regarding the East
Marginal Way Grade Separation  (MOA) and expend $800,000  for  final close-out
construction elements and the conveyance of required properties/easements to the City of
Seattle for a total project cost of $56,256,171; 
(2) advertise, award, and execute a major works construction contract for the East Marginal
Way Phase II project (WP#104866), and increase the project authorization in the amount
of $2,400,000 for a total project authorization of $3,375,000; 
(3) execute the Argo Yard Truck Roadway Supplemental Agreement to Memorandum of
Understanding to authorize acquisition of real property interests and term permit
necessary for the Argo Yard Truck Roadway project (WP#'s 104739/104751/104754); 
and 
(4) advertise, award, and execute a major works construction contract for the Argo Yard
Truck Roadway project  (WP#'s 104739/104751/10754), and increase the project
authorization in the amount of $1,200,000 for a total project authorization of $7,750,000. 


Template revised May 30, 2013.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
April 15, 2014 
Page 2 of 11 
SYNOPSIS 
The East Marginal Way Grade Separation (EMWGS) project is a major roadway overpass near
the East Marginal Way/South Spokane Street intersection. The grade separation is a complex
bridge structure that conveys surface traffic above both Burlington Northern/Santa Fe (BNSF)
and Union Pacific Railroad (UPRR) tracks. The completed project improves freight mobility for
numerous terminals and provides safer transit for all traffic by eliminating surface street/railroad
crossing conflicts at this area. 
The East Marginal Way Phase II project will complete surface street improvements at the south
end of the EMWGS structure and eliminate the last remaining conflict between rail traffic and
northbound traffic accessing the  structure. Additionally, proposed construction project
improvements beneath the new, adjacent SR-99 structure will enable southbound freight traffic
from the EMWGS structure to cross East Marginal Way South and access the proposed Argo
Yard Truck Roadway. 
The Argo Yard Truck Roadway will reduce round-trip dray times for harbor truckers while
improving safety for general-purpose traffic. The project will accomplish these goals by creating
a direct drayage route shortcut to the Argo Yard that bypasses congested portions of East
Marginal Way South. Additionally,  UPRR will construct an Argo Yard gate and site upgrades,
to speed truck processing. 
The proposed East Marginal Way Phase II and Argo Yard Truck Roadway project improvements
will be bid and constructed under a single contract in order to maximize construction efficiency
and minimize total project costs. 
BACKGROUND 
The Freight Action Strategy (FAST) Corridor Partnership initiated the EMWGS project in the
mid-1990s.  The FAST Corridor partnership was established to support Port operations on
highways and rail lines that sustain maritime international trade along the freight corridor from
Tacoma to Everett. The Port of Seattle has been a partner since FAST's inception and has
contributed or committed over $40,000,000 to various projects in the corridor. 
The Port of Seattle implemented the EMWGS project as a solution to general and freight traffic
delays at railroad crossings in the East Marginal Way South vicinity and Duwamish Avenue
south of Spokane Street. Funds received for this project came from federal, state, local, railroad, 
and Port of Seattle sources. Construction of the new overpass structure was substantially
completed in 2012, and vehicular traffic is now able to travel over the existing BNSF and UPRR 
railroad tracks at Duwamish Avenue without stopping for trains. The MOA between the Port and
the City of Seattle has been finalized accordingly. Per the MOA, the Port will transfer ownership 
(and thereby long-term maintenance) of the grade separation improvement and any related
property interests to the City.
The proposed East Marginal Way Phase II improvements project arose from an opportunity
created by the Washington State Department of Transportation's (WSDOT) SR-99 Timber

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
April 15, 2014 
Page 3 of 11 
Trestle Replacement project immediately south of the EMWGS project.  Advanced by an
agreement between the Freight Mobility Strategic Investment Board (FMSIB), Seattle
Department of Transportation (SDOT), WSDOT, and the Port, a structural design change in the 
new trestle replacement structure created an opening for a pass-through lane under the structure 
to enable southbound freight traffic to access the proposed Argo Yard Truck Roadway. This
design change and associated construction cost was funded by a FMSIB grant. Further review of
the updated WSDOT structure design provided a substantial additional opportunity: modification
of one of the proposed column locations has made possible a proposed East Marginal Way
surface roadway alignment improvement that will enable northbound traffic to avoid the final
remaining railroad track conflict in this area and continue unencumbered onto the EMWGS
overpass. 
For many years, harbor drayage stakeholders have envisioned a shortcut from Harbor Island to
the Argo Yard. With the completion of the EMWGS overpass structure, this vision has gained
traction as a significant component for creating a virtually seamless expressway between marine
terminals and the near-dock, intermodal yard at Argo. 
Currently, trucks traveling between Port terminals and the Argo Yard utilize East Marginal Way
South and southbound freight traffic must merge through three lanes of traffic in a distance of
only 1,000 feet in order to turn east at Diagonal Way South. The number of trucks awaiting the 
left turn signal at this intersection frequently exceeds the capacity of the holding lane, which in
turn causes increased congestion and unsafe driving conditions for general southbound vehicular 
traffic on East Marginal Way South. 
The proposed Argo Yard Truck Roadway project will result in a safer, direct-access southbound
freight route between the EMWGS structure and the Argo Yard. Per an MOU signed in 2012 
between the Port and the other project stakeholders - FMSIB, the City, UPRR, and Prologis LLC 
(Prologis)  the Port will construct, own, and maintain a one-way dedicated truck roadway
between East Marginal Way South (at the new WSDOT SR-99 structure) and Colorado Avenue
South on property owned by UPRR and Prologis. Additionally, the Port will construct public
street and rail crossing improvements along Colorado Avenue South and Diagonal Avenue South
to increase truck turning movement capacity, better delineate traffic lanes, and improve
pedestrian safety. 
The proposed improvements to be constructed by the Port, as well as the required easements to
be purchased from Prologis, will be funded by the Port and FMSIB. UPRR will provide the Port 
necessary easements for the roadway in return for funds from FMSIB to be applied toward the
cost of their proposed Argo Yard gate and site upgrades. The City will be granting the Port term
permits for the portions of public rights-of-ways that will be crossed by the proposed truck
roadway.
The stakeholders, Port, FMSIB, City of Seattle, Prologis, and UPRR, have negotiated a
Supplemental Agreement that clarifies each stakeholder's responsibilities and obligations and
supplements the 2012 MOU to accomplish the real estate transactions necessary for

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
April 15, 2014 
Page 4 of 11 
accomplishment of the Argo Yard Truck Roadway project. The proposed Supplemental
Agreement addresses the terms and conditions for conveyance and acquisition of easements;
identifies and legally describes the real property subject to the easements and the term permit;
and addresses limitation of environmental liability/risk. The proposed easement documents, as
well as the legal description of the portion of City right-of-way to be covered by a term permit, 
are attached as exhibits to the proposed Supplemental Agreement. Authorization for the Port to
execute a Supplemental Agreement, substantially as set forth in the Attachment to this
Commission Agenda Action Item Memorandum, is a prerequisite for acquisition of easements
and the term permit, which are in turn necessary to move forward with awarding a construction
contract and constructing the project. As of the date of publication of this Commission action
memorandum, Prologis has indicated that its agreement is contingent on UPRR's agreement to a
long-term lease with a termination provision that deviates from UPRR's standard termination
provision. 
PROJECT JUSTIFICATION AND DETAILS 
The EMWGS, East Marginal Way Phase II, and Argo Yard Truck Roadway projects collectively 
provide a system of traffic improvements that eliminate at-grade conflicts between vehicular and
rail traffic between South Spokane Street and Duwamish Avenue; provide a direct access route
for freight traffic to the UPRR Argo Yard; and improve traffic safety and efficiency on East
Marginal Way South.
Project Objectives 
Enhance the vehicular traffic flow and safety of the public and freight handling
businesses.
Assure the continued viability of Port investments in containerized shipments consistent
with the Port's Century Agenda. 
Scope of Work 
EMWGS: 
The remaining scope includes: 
the construction of UPRR track crossing improvements at the Evergreen Electric site
entrance along Duwamish Avenue; 
the installation of ballast rock under the structure on the south side of Duwamish
Avenue; 
the maintenance and replacement of installed landscaping plantings until the City takes
ownership of them in 2016; and 
the  formal  conveyance  of  structure-related  properties  and  project  infrastructure
easements to the City.
East Marginal Way Phase II: 
The proposed construction scope consists of new East Marginal Way South surface street
improvements under the new WSDOT SR-99 structure including concrete pavement, curbs,

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
April 15, 2014 
Page 5 of 11 
drainage, striping, signage and lighting as well as new roadway crossing panels and associated
pavement for the UPRR spur track servicing Ash Grove Cement and Terminal 104.

Argo Yard Truck Roadway: 
The project consists of three elements: 
Element I - designed, permitted, and constructed by the Port. It  consists of a new
private, southbound only, concrete roadway from East Marginal Way South to Colorado
Avenue South. The roadway will be for the sole use of freight traffic, and as such, will
contain barriers along both sides and signage prohibiting its usage by general public
traffic.  The roadway will be lit with LED street lighting and require associated
stormwater treatment facilities. 
Element II - designed, permitted, and constructed by the Port, involves public street 
improvements along Colorado Avenue South and Diagonal Avenue South. These
improvements will consist of intersection island modifications, new curbs, sidewalks,
and striping to better accommodate truck movements, more clearly delineate traffic
versus rail traffic lanes, and improve pedestrian safety. Additionally, new concrete 
panels and pavement replacement with ballast rock will be installed along the UPRR
track crossing the southeast corner of Prologis's property in order to improve the
delineation of railroad versus vehicular traffic lanes. 
Element III - designed, permitted, and constructed by UPRR, consists of the installation
of an automated gate system and related site improvements at the Argo Yard. Port to
administer pass-through FMSIB funds to UPRR. 
Schedule 
EMWGS: 
Remaining project-related construction items to be completed by spring 2015 
Conveyance of structure-related properties and easements to City by end of 2015 
East Marginal Way Ph. II: 
Remaining design and permitting to be completed by June 2014 
Advertisement for construction bids in June 2014 
Construction to be completed by Jan 2015 
Argo Yard Truck Roadway: 
Remaining design and permitting to be completed by June 2014 
Advertisement for construction bids in June 2014 
Construction to be completed by Jan 2015

FINANCIAL IMPLICATIONS 
Budget/Authorization Summary 
Project
Federal                        City of     Total 
Element     FMSIB      TIB       POS                BNSF      UPRR 
Grants                         Seattle    Project Cost 

EMWGS   $6,920,000   $7,300,000   $22,480,807   $16,525,364   $950,000   $480,000     $1,600,000   $56,256,171 

EMW 
PHASE    $400,000           $2,975,000                                   $3,375,000 
II 
Argo 
$440,000               $2,529,259                                            $2,969,259 
Element I 
Argo 
$160,000               $795,741                                            $955,741 
Element II 

Argo 
$3,750,000               $75,000                                              $3,825,000 
Element III 

Total    $11,670,000   $7,300,000   $28,855,807    $16,525,364    $950,000      $480,000     $1,600,000    $67,381,171 




Template revised May 30, 2013.

Project Cost Breakdown                     This Request       Total Project 

EMWGS 
Administration                                   $0          $382,300 
Construction                                 $200,000        $23,837,871 
Construction Management                          $0        $6,879,700 
Design                                    $380,000         $6,504,200 
Project Management                         $100,000        $3,791,500 
Permitting                                   $100,000         $2,867,900 
State & Local Taxes (estimated)                     $20,000           $20,000 
Real Estate                                                  $11,972,700 
Total                                       $800,000         $56,256,171 
EMW Phase II 
Construction                                $1,750,000         $1,750,000 
Construction Management                      $485,000         $500,000 
Design                                        $0          $250,000 
Project Management                             $0         $460,000
Permitting                                       $0          $250,000 
State & Local Taxes (estimated)                    $165,000          $165,000 
Total                                      $2,400,000         $3,375,000 
Argo Yard Truck Roadway 
Construction                                $530,000          $5,800,000 
Construction Management                     $185,000          $400,000 
Design                                    $65,000           $250,000 
Project Management                         $215,000          $400,000
Permitting                                  $150,000           $370,000 
State & Local Taxes (estimated)                    $55,000           $530,000 
Total                                      $1,200,000          $7,750,000 
Budget Status and Source of Funds 
EMWGS, EMW Phase II, and Argo Yard Truck Roadway Element II: Spending on these
projects is expensed as incurred, as non-operating Public expense. Amounts included in the
2014 Non-Operating Expense Budget totaled $1,780,000 while current forecasted amounts total
$2,050,000 creating an unfavorable expense variance of ($270,000) for 2014. Total spending
over the remaining schedule of the project increased by $1,838,467. 
Argo Yard Truck Roadway Element I: Project element was included in the 2014 Plan of Finance
Approved Capital Budget under CIP C800546 Argo Yard Roadway Element 1 in the amount of
$2,323,797 (net of grants). The current expected net cost to the Port is $2,529,259 or a $205,462 
increase over the amount included in the Approved Capital Budget. 

Template revised May 30, 2013.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
April 15, 2014 
Page 8 of 11 
Argo Yard Truck Roadway Element III: All but $75,000 in administrative costs of project
element III will be funded by grants and UPRR. The forecasted $20,000 in administrative costs
expected to be incurred in 2014 were not included in the 2014 Operating Budget creating a minor
unfavorable expense variance. The related operating grant revenue and offsetting expense were
not reflected in the 2014 Operating Budget, but the net impact is $0. Port spending over the life
of the project increased by $75,000. 
All amounts funded by the Port of Seattle will be funded by the Tax Levy. The net increase in
tax levy funding over what was included in the 2014 Budget and related Draft Plan of Finance
Approved Capital Budget is approximately $2,118,246. 
Financial Analysis and Summary 
CIP Category        Regional Transportation 
Project Type         Freight Mobility 
Risk adjusted discount  NA 
rate 
Key risk factors        Cost overruns required to be funded by the Port. 
Project cost for analysis  NA 
Business Unit (BU)     Seaport 
Effect on business      EMWGS, EMW Phase II, and Argo Element II: Spending on these
performance         projects is expensed as incurred, as a non-operating Public expense. 
NonOp income (exp) (in $000's)    2014    2015    2016    Total
NOI After Depreciation            $0      $0      $0      $0
Public Expense            ($2,050)  ($2,470)   ($200)  ($4,720)
Incr (Decr) to Net Position       ($2,050)  ($2,470)    ($200)  ($4,720) 
Argo Element III: As the grant administrator, the Port will report the
grant revenue as operating revenue and the related offsetting expense
as operating expense. 
Net Operating Income (in $000's    2014    2015    2016    Total
Operating Grant Revenue       $1,000   $2,750      $0   $3,750
Operating Grant Expense      ($1,020)  ($2,805)     $0  ($3,825)
Net Operating Income          ($20)    ($55)     $0    ($75) 
Argo Element I: The completed roadway will be recorded as a Port
asset depreciated over the expected service life of 30 years.
Depreciation expense will increase by approximately $99K per year
and Net Operating Income After Depreciation will decrease by the
corresponding amount. 
IRR/NPV         N/A

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
April 15, 2014 
Page 9 of 11 
STRATEGIES AND OBJECTIVIES 
Enhance the vehicular traffic flow and safety of the public and freight handling
businesses. 
Assure the continued viability of Port investments in containerized shipments
consistent with the Port's Century Agenda. 
Improve vehicle and freight mobility to assure viability of container terminal 
operations and reduce emissions from vehicle idling. 
Environmental Responsibility 
The EMWGS, East Marginal Way Phase II, and Argo Yard Truck Roadway projects will
collectively significantly reduce both drayage trucks idling at railway crossings and street
intersections, as well as general traffic congestion, thereby reducing greenhouse gas and diesel
particulate emissions. Construction design includes installation of stormwater quality detention
and treatment for 2.43 acres and use of efficient LED street lighting for the proposed East
Marginal Way Phase II improvements and Argo Yard Truck Roadway. 
Community Benefits 
These projects will increase traffic mobility as well as safety for both harbor truckers and general
traffic as the dangerous movement of southbound trucks entering SR-99 along its west side and
crossing over multiple lanes of traffic in order to turn east on Diagonal Avenue South, toward the
Argo Yard, within a very short distance is eliminated. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
EMWGS: 
1.  Retain Port ownership of the structure and related properties and accept associated longterm
liabilities and maintenance costs. This is not the recommended alternative. 
2.  Keep authorization at current level and risk ability to close out the project and convey the
required structure and related properties to the City in accordance with the project MOA.
This is not the recommended alternative. 
3.  Approve the project MOA and increase the authorization in the amount of $800,000. This
alternative will enable the remaining construction close-out tasks to be completed as well
as the effort required to convey the structure and related properties to the City in
accordance with the project MOA.  This is the recommended EMWGS project
alternative. 
East Marginal Way II: 
1.  Seek other funding source rather than Port funds to increase the project authorization for
construction to improve northbound traffic flow to the EMWGS structure and create a
road connection to the proposed Argo Yard Access Roadway. The implications of this
alternative are freight mobility improvement delay and increased cost if implemented in
the future. This is not the recommended alternative.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
April 15, 2014 
Page 10 of 11 
2.  Increase project authorization in the amount of $2,040,000 for project construction in
order to improve northbound access to the EMWGS structure and provide access to the
proposed Argo Yard Truck Roadway. This alternative supports the FAST Corridor
program and maintains support to FMSIB. This is the recommended EMW Phase II
project alternative. 
Argo Yard Truck Roadway: 
1.  Proceed with project without approving the Supplemental Agreement to the project
MOU. The implications of this alternative are non-defined terms and conditions for
conveyance and acquisition of easements; insufficient identification of the real property
subject to the easements and the term permit; and increased environmental liability/risk 
for the Port. This is not the recommended alternative. 
2.  Approve the Supplemental Agreement to the project MOU and increase the authorization
in the amount of $1,200,000 for project construction. This alternative will clarify each
project stakeholder's responsibilities and obligations, supplement the 2012 MOU to
accomplish the real estate transactions necessary, enable the construction of the Argo
Yard Truck Roadway in accordance with the previously approved project MOU, and
improve freight mobility.  This is the recommended Argo Yard Truck Roadway
project alternative. 
ATTACHMENTS TO THIS REQUEST 
Memorandum of Agreement Between The City of Seattle and the Port of Seattle 
Regarding the East Marginal Way Grade Separation and its Exhibits A and B 
Argo Yard Truck Roadway Project Supplemental Agreement to Memorandum of
Understanding and its Exhibits 1-9 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
April 1, 2014  Briefing to Commission regarding project updates and upcoming
requested actions. 
April 23, 2013  Commission Authorization for (1) Ratification of $232,159 for costs
already incurred in excess of current authorization for the East Marginal Way Grade
Separation project; (2) additional authorization in the amount of $1,637,841 to
complete outstanding work on the project for a total project authorization of
$55,456,171. 
September 11, 2012 -- Authorization for the Chief Executive Officer to: (1) obligate the
Port to pay Washington State Department of Transportation a not-to-exceed amount of
$500,000 for work associated with SR-99 Trestle Replacement to allow East Marginal
Way Grade Separation (EMWGS) Phase II and Argo Yard Access Road projects to
proceed; and (2) direct staff to develop design and prepare bidding documents for
EMWGS Phase II in the amount of $350,000 (CIP #C001725). 
September 11, 2012 -- Commission authorization to increase previous the Project
Authorization by the amount of the American Recovery and Reinvestment Act (ARRA)

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
April 15, 2014 
Page 11 of 11 
grant in the amount of $2,875,171 received after Commission authorization on March
24, 2009, resulting in the total project authorization of $53,575,171. 
December 13, 2011  Commission authorization of Argo Yard Roadway Memorandum
of Understanding (MOU). 
May 18, 2010  Commission authorization of a change order for a not-to-exceed
amount of $430,000. 
May 11, 2010  Commission authorization for a Purchase and Sale agreement between
Port of Seattle and Ash Grove Cement Company for a portion of Ash Grove's real
property. 
November 30, 2009  Commission approved agreement for early termination of Clear
Channel Outdoor, Inc.'s leaseholds and settlement of any claims related to the removal
of certain signs on Port-owned property acquired for EMWGS project. 
March 24, 2009 --  Commission authorization to (1) increase previous Project
Authorization by the amount of $17,200,000 resulting in a total Project Authorization
of $50,700,000, and (2) advertise for bids for a total of $50,700,000. 
January 13, 2009 -- Commission Project update. 
April 11, 2006 -- Commission authorization for project wide elements for a total of 
$34,500,000. 
December 9, 2003 -- Commission authorization for design refinement. 
April 9, 2002 -- Commission authorization East Marginal Way Grade Separation
conceptual design development. 
July 14, 1998 -- Commission approved Resolution No. 3283, to authorize participation
in the FAST Corridor.