Item No.: 4b_Attach1
Date: April 22, 2014

City intends to accept ownership of the grade separation improvement and any related
property interests, as well as such at-grade widening or relocations of City streets as
identied in Exhibit A.

AGREEMENT

In consideration of the promises and covenants contained herein, SDOT and the
Port agree as follows:

1.     PROJECT DESCRIPTION

The Project constructs a new overpass structure that routes vehicular trafc up
and over existing railroad tracks in an area located south of South Spokane Street in the
vicinity of Duwamish Avenue South. Duwamish Avenue South will be designated as
local access only and permanently closed to through trafc in the vicinity of the BNSF
and UP Railroad tracks. This new grade separation connects to the three existing surface
streets known as South Spokane Street, Duwamish Avenue South, and East Marginal
Way South. The Project also includes minor street improvements at those street
connections, realignment of approximately 500 linear feet of South Spokane Street, and
construction of a new atgrade roadway under the new grade separation structure for Port
of Seattle Terminals 104 and 102 local access circulation. After the Washington State
Department of Transportation SR99 Spokane overcrossing wood trestle replacement
project at mile post 28.40 to mile post 28.70 is completed, the Port will implement Phase
II of the Project which will reconstruct the northbound approach to the intersection that
avoids crossing the UP Harbor Lead track and construct a new southbound at grade
connection to the proposed Argo Yard Truck Roadway. Other components of the Project
include building demolitions, establishment ofnew public right of way and associated
drainage infrastructure, utility relocations as required by the new structure's alignment,
signage and signalization as required for trafc movement, and new landscape areas.
Exhibit A attached hereto and incorporated herein by this reference depicts a schematic
of the Project.

Additionally the Port and City have agreed that the southbound roadway segment
that connects the overpass structure to E Marginal Way S will be constructed to
accommodate one through-lane as part of phase II implementation. If, within 10 years of
substantial completion of phase II construction, the Port or the City determines the
operation of a single lane is a congestion or safety concern, the Port and City will identify
and implement adaptive management measures to correct the issue(s). Such measures
could include signalization and/or other controls up to and including a second southbound
lane. The Port will be responsible as the lead agency for identify funding sources,
obtaining permission from relevant parties for required relocation of railroad tracks and
other infrastructure, design and constructing the necessary improvements. The City will
assist with seeking grant funding similar to phase 1.

2.     PROJECT DESIGN APPROVAL PROCESS

To the extent not already completed as of the date hereof, the Parties shall observe
the following process for the design of the Project:

2.1   In the event that at any point in the design/review process the Port
determines it is impossible or impracticable to adhere to SDOT Design Guidelines or the
alignment set forth in Exhibit A, with each design submittal required under this section,
the Port shall submit to the City for its review and approval a written notation of any
deviation from the Design Guidelines or alignment not previously disclosed in a prior
submittal and an explanation for the deviation.

2.2   The Parties recognize that time is of the essence, and agree that the Parties
shall work expeditiously and cooperatively during the design/review process. The Parties
shall endeavor to provide submittals/feedback to each other as early as possible through
the design process. Within ve (5) working days after receipt of a design submittal,
SDOT shall notify the Port by e-mail or fax whether the submittal is complete (a
"Complete Submittal") or incomplete (an "Incomplete Submittal") in accordance with the
criteria set forth below for the applicable submittal.

2.3   If SDOT identies an Incomplete Submittal, the Port shall (unless a
disagreement exists) deliver to SDOT for review and approval or disapproval a revised
submittal as soon as possible and in any event within seven (7) working days. Within
ve (5) working days after receipt of such revised submittal, SDOT shall notify the Port
by e-mail or fax whether the submittal is a Complete Submittal or an Incomplete
Submittal. This process shall be repeated until SDOT determines that the submittal is
complete.

2.4   If SDOT approves a Complete Submittal required under this section with
comments, the Port shall incorporate such comments into the next submittal or any
disagreement regarding those comments shall be resolved before the Port delivers the
next design submittal. If SDOT fails to comment on a Complete Submittal within the
time set forth below, that submittal shall be deemed to be approved. If SDOT
disapproves a Complete Submittal required under this section, the Port shall (unless a
disagreement exists) deliver to SDOT for review and approval or disapproval a revised
submittal addressing the reason(s) for disapproval within ten (10) working days after
delivery of the disapproval. No later than seven (7) working days after receipt of such
revised submittal, SDOT shall deliver its written comments and approval or disapproval
to the Port. Any disagreement based on SDOT's disapproval of a design submittal shall
be resolved before the Port delivers the next design submittal.

2.5   The Parties shall meet as necessary to resolve disagreements that may
arise in connection with each design submittal. Disputes shall be resolved pursuant to
section 11 of this Agreement and the timeframes set forth in this section shall be tolled
during the pendency of any such dispute.

2.6   The City shall have the right of approval of the section(s) of the Project
construction contract(s) that describe(s) the specications for the work. In order to ensure
Project quality consistent with City standards and guidelines, these specications shall
follow as closely as possible the Standard Specications for Road, Bridge and Municipal
Construction (2008 Edition) and Standard Plans for Municipal Construction (2008
Edition) (collectively, hereinafter "City of Seattle Standard Plans and Specications")
and as irther claried in the street improvement permit #84978 issued for the Project. .

2.7   The Port shall cause the contract(s) between the Port and all designers of
the Project to be amended to state explicitly that (i) the City is a third party beneciary of
the Project design contracts, including without limitation the indemnication provisions
of such contracts, (ii) all representations, warranties and guarantees of each Project
designer relating to the design of the Project run to the City, and (iii) the City shall be
named as an additional insured as if it had been so named on the date the design contracts
were rst executed on all policies of insurance the Port requires such designers to carry.
Within ten (10) working days after execution of this Agreement, the Port shall deliver to
the City a copy of such amended design contracts and evidence reasonably acceptable to
the Risk Manager of the City that the City has been named an additional insured in
accordance with this subsection 2.7. The Port shall comply with the requirements of this
section in all design contracts for the Project entered into subsequent to the execution of
this Agreement, and shall, within ten (10) working days aer execution of any such
design contracts, deliver copies thereof to SDOT.

3.     PERMIT APPROVAL PROCESS

3.1 The City agrees to promptly review and process all City-required permits
necessary to facilitate the Port's construction of the Project

A. Overpass Design Approval. Written approval of the City's Director of
Transportation shall be required for the following design elements: (1) the type of bridge
design used for the retained ll and elevated structure that provides the grade separation
from surface railroad tracks (hereinaer "Overpass and its features, including but not
limited to access to utilities, aerial and ground clearances for maintenance equipment and
inspections; and (2) design standards for the roadway geometrics of the Overpass and
surface approach roads, pedestrian and bicycle access, trafc and signal operations and
local access roadways.

B. Surface Street Approval. Roadways relocated as part of the Project and any
new surface roadways created as part of the Project (collectively hereinafter "Relocated
Surface Streets") shall be designed in compliance with the Seattle Right of Way
Improvements Manual and the City of Seattle Standard Plans and Specications, and
constructed pursuant to street improvement permits issued and administered by SDOT.

C. Utility Infrastructure Improvements. All utility infrastructures replaced,
repaired and/or relocated, shall be designed in compliance with City of Seattle Standard

Plans and Specications, and pursuant to street use permit(s) issued and administered by
SDOT.

3.2   Permits and Licenses. The Port, at its sole cost and expense, shall secure
and maintain in effect, all federal, state and local permits and licenses required for the
construction of the Project, including, without limitation, crossing, zoning, building,
health, environmental, and communication permits and licenses. The City shall
cooperate with and assist the Port in securing and maintaining any such permits or
licenses, provided, nothing in this provision, or elsewhere in this Agreement, shall require
the City, when acting in its regulatory capacity, to take, or to refrain from taking, any
action that is not within its regulatory authority.

3.3   Railroad Franchise. The Parties acknowledge that the railroad franchise
located in the vicinity of the Project may need to be relocated, or expanded to
accommodate the construction of the Project. The City agrees to assist the Port in
obtaining a relocation or expansion of this franchise as necessary to allow the
construction of the Project.

4.     PROJECT CONSTRUCTION PROCESS

4.1   The Port shall cause the Project to be constructed and installed in
conformance with all public works laws of the State of Washington applicable to it, and
shall select its contractor for construction of the Project ("Project Contractor") in
accordance with such laws. The Port shall cause the contract(s) between the Port and the
Project Contractor ("Project Contract") to state explicitly that (i) the City is a third party
beneciary of the entire Project Contract, including without limitation the
indemnication and insurance provisions thereof, and (ii) all representations, warranties
and guarantees of the Project Contractor relating to the construction of the Project run to
the City. Within ten (10) working days aer execution of the Project Contract, the Port
shall deliver a copy of it to SDOT.

4.2   The Port shall provide SDOT with the Project Contractor's initial
construction schedule and with schedule updates on a timely basis, so that any necessary
coordination between the Project Contractor and SDOT can be accomplished. The
Project Contractor shall schedule all inspections with SDOT at least 5 working days prior
to the proposed work.

4.3   Either Party may initiate changes to the nal plans and specications for
the Project by submitting the proposed change to the other Party for its review and
approval or disapproval. Approval of a proposed change shall not unreasonably be
denied. Any proposed change shall be deemed to be approved if written comments are
not delivered to the initiating Party within ten (10) working days. The initiating Party
shall respond in writing to the reviewing Party's comments. If the reviewing Party
disapproves the proposed change or approves it with comments, the proposed change
shall not be implemented until the comments are included in the change order or the
dispute is resolved in accordance with section 12.

4.4   Prior to the commencement of construction of the Project, the Port shall (i)
cause the Project Contractor to name the City as an additional insured on all policies of
insurance that the Port requires the Project Contractor to carry and (ii) provide SDOT
with evidence reasonably acceptable to the Risk Manager of the City that the City has
been so named.

4.5   The Port shall provide all project management and inspection necessary to
ensure timely construction and installation of the Project in accordance with the nal
plans and specications for the Project, including the following:

(a) The Project Contractor shall construct the Project strictly in
accordance with the nal plans and specications and construction contract addenda
approved by the Parties and issued as part of the bidding process, unless the Parties
approve changes to the Project pursuant to paragraph 4.3 above.

(b) The Port shall administer the Project Contract and take the lead role in
inspecting and accepting the Project Contractor's work. SDOT will provide staff to
coordinate construction-related issues that arise, review proposed changes for approval
involving other City departments as necessary, and provide oversight of the Port's Project
construction management process. Field problems found by SDOT shall be documented
as exception reports and shall be resolved through the Port's construction administration
staff. SDOT will not accept the Project until all exception reports are dealt with to the
City's satisfaction.

(c) The Port and the Project Contractor shall develop and execute any
trafc control plans that are required for work on the Project.

((1) If requested, the Port's inspection staff shall forward weekly to SDOT
any written reports, including without limitation daily inspection reports (inspectors' eld
notes), relating to construction progress as well as any schedules prepared by the Project
Contractor regarding work to be performed. SDOT shall make reasonable efforts to
attend regularly scheduled project progress/scheduling meetings for the Project.

(e) Within six months following SDOT's acceptance of the Project, the
Port shall prepare or have prepared "as built" drawings for SDOT's permanent records,
consisting of 2 bound copies of record drawings showing as-built changes represented in
relation to the approved permitted design. The Port shall also provide a digitized le in
Autocad 2007 format, utilizing and adhering to the City of Seattle's CAD layering
standards.
(f) The Port shall reasonably consult with SDOT during the construction
process to effectuate the purposes of this Agreement and represent in good faith SDOT's
interests to the Project Contractor.

4.6   Upon completion of the construction of any Project contract, the Port shall
provide SDOT with at least ten (10) working days prior written notice of the Pre - Final

Inspection, following the receipt of a request from the Project Contractor for such
inspection under the contract documents for the construction of the Project. SDOT shall
attend the Pre - Final Inspection with the Port and prepare and transmit to the Port a
written punchlist of decient work within twenty (20) working days after the Pre - Final
Inspection. The Port shall provide SDOT with written notice of the Final Inspection
immediately following the receipt of a request from the Project Contractor for such
inspection under the contract documents for the construction of the Project. The Final
Inspection shall be held at least ten (10) working days following the Port's notice to
SDOT. SDOT shall attend the Final Inspection with the Port. The process for Final
Inspection shall be repeated until all items of decient work on the punchlist have been
corrected and the City informs the Port that it may transmit the Port's written Notice of
Acceptance of the Project to the Project Contractor.

5.     Indemnication

5.1   The Port shall retain responsibility for design defects and construction
errors or deciencies, and for the repair or replacement of the Overpass and Relocated
Surface Streets or any part or element thereof occasioned by such defect, errors or
deciencies, for a period of six years after transfer of the Overpass and relocated Surface
Street to the City. The Port's responsibility for repair or replacement of the Overpass and
Relocated Surface Streets shall not extend to damage caused by unforeseen and fortuitous
casualty events to include damage by earthquake that occur after the transfer of
ownership to the City in accordance with section 9. With respect to claims arising out of
or connected in any manner with any work performed to design or construct the Project
that accrue within six years of substantial completion (as that term is dened at RCW
4.16.310) of the Project or after termination of the Project designers' and contractors'
services, whichever is later, the Port agrees to release, defend and indemnify SDOT, the
City and its employees and agents from and against each and every claim (including
without limitation designers' and contractors' claims) that relate to injury or death to any
person or damage to any property, provided that, to the extent applicable, and in
accordance with RCW 4.24.115: (i) the Port's duties under this section 4.1 shall not apply
to claims resulting from the sole negligence of SDOT, the City or its employees,
consultants, contractors or agents; and (ii) to the extent that a claim arises out of the
concurrent negligence of SDOT, the City or its employees, contractors or agents, and the
Port or its employees, consultants, contractors or agents, the Port's obligations hereunder
shall be to the extent of its negligence and that of its employees, consultants, contractors
or agents. Solely for the purpose of effectuating the foregoing indemnity and not for the
benet of the Port's employees or any third parties, the Port expressly waives any
immunity that may be granted to it under the Washington State Industrial Insurance Act,
Title 51 RCW. The aforesaid indemnication has been explicitly and mutually
negotiated by the Parties and shall survive the termination or expiration of this
Agreement.

5.2   The City agrees to release, defend and indemnify the Port and its
employees and agents from and against each and every claim that relate to injury or death
to any person or damage to any property and that arise out of or are connected in any

manner with the City's operation and maintenance of the Overpass and associated real
property after transfer of ownership to the City in accordance with section 9: provided
that, to the extent applicable, and in accordance with RCW 4.24.115: (i) the City's duties
under this section 4.1 shall not apply to claims resulting from the sole negligence of the
Port or its employees, consultants, contractors or agents; and (ii) to the extent that a claim
arises out of the concurrent negligence of the Port or its employees, contractors or agents,
and the City or its employees, consultants, contractors or agents, the City's obligations
hereunder shall be to the extent of its negligence and that of its employees, consultants,
contractors or agents; and further provided that this section 5.2 does not apply to claims
related to or arising from contamination that remains on the property at the time of
transfer of ownership. Solely for the purpose of effectuating the foregoing indemnity and
not for the benet of the City's employees or any third parties, the City expressly waives
any immunity that may be granted to it under the Washington State Industrial Insurance
Act, Title 51 RCW. The aforesaid indemnication has been explicitly and mutually
negotiated by the Parties and shall survive the termination or expiration of this
Agreement.

5.3   The indemnities provided by the City in section 5.2 is valid only to the
extent that it is permitted under RCW 35.32A.090. If it shall be nally determined by a
court of competent jurisdiction that an indemnity provided by the City in section 5.2 is
prohibited by, or is inconsistent with, RCW 35.32A.090, the indemnity shall be of no
force or effect and the remainder of this Agreement shall not be deemed void or voidable
by virtue of such determination. The Port acknowledges that the City has made no
representation or warranty as to the effectiveness of the indemnities provided by the City.

6.     FINANCING

Except for the City's contribution as herein described, all Project costs shall be
borne by the Port, including but not limited to the costs of SDOT's design and permit
review of the Project; provided, the Port's responsibility to pay, upon receipt of monthly
invoices, for the City's coordination and QA/QC review during construction. The Port
shall pay all costs relating to the replacement, repair, relocation or protection of City-
owned utilities made necessary by construction of the Project, as itemized on monthly
billing statements. The City expects that for the period from October 2009 through
December 2012, for work performed by SDOT and Seattle Public Utilities, the Port's
responsibility will not exceed $1,400,000. The City will notify the Port if that
expectation changes. The City's financial contribution to the Project shall be $1.6
million.

7.     ENVIRONMENTAL DUE DILIGENCE

7.1   The Port was responsible for environmental investigation and cleanup and
the remedial action costs on, in, or under the land used for Phase I of the Project or
necessitated by construction of the Project, including utility relocations related to the
Project. Environmental cleanup conditions were incorporated into the permits issued by
the City for construction of the Project in accordance with section 7.3

7.2   The Parties acknowledge that the Port has identied and delineated on the
Transfer Properties areas of known or suspected contamination with Hazardous
Substances, as well as any nearby property from which Hazardous Substances may
migrate to the Transfer Properties, and provided to the City for its review copies of the
following documentation:

Phase 1 Environmental Site Assessment
0000   Phase 11 Environmental Site Assessment
Documents relating to remedial, removal or cleanup activities
Documents relating to allegations, orders, claims, regulatory demands or
losses related to the alleged existence or migration of any Ha'zardous
Substance from or on any new right-of-way to be transferred to the City
0 Documentation regarding any alleged violation of any environmental law

In addition, the Parties acknowledge that the Port has developed, in consultation with the
City, revised cleanup action plans (RCAPs) under the Washington State Department of
Ecology's ("Ecology") Voluntary Cleanup Program Guidance and in accordance with
this section and section 8.

7.3   The City and the Port jointly developed a remedial action Project Methods
and Protocols addressing the management of Hazardous Substances discovered during
Environmental Due Diligence, remedial actions and project construction. Revised
Cleanup Action Plans (RCAPs) developed incorporated the Project Methods and
Protocols and standards of this Agreement. Provisions of the RCAPs and remedial
action Project Methods and Protocols were incorporated into the permit(s) issued by
SDOT.

8.     CONDITION OF RIGHT-OFWAY TRANSFERRED TO CITY

8.1   Title: If there are liens or other encumbrances on the Project, Transfer
Properties or associated real property interests at the time of transfer, the Parties shall
cooperate in addressing them in a property disposition agreement.

8.2   Environmental Due Diligence: The Port documented compliance with
Environmental Due Diligence and completion of remedial actions in the Cleanup Action
and Closure Reports for the project provided to the City. The Port will not be required to
obtain a "No Further Action" letter from the Washington State Department of Ecology
for this project.

8.3   Clean up Level for Hazardous Substances: The Port was responsible for
environmental investigation, remedial actions and remedial action costs, including
maintenance and monitoring provided in the RCAPs, on, in, or under the land used for
the Project, as necessitated by construction or operation of the Project, including utility
relocations related to the Project. The Port followed Model Toxics Control Act (MTCA)

Method A Industrial Cleanup Standards for soils and groundwater (WAC 173340-704),
or Method C if Method A Standards are not applicable.

9.    TRANSFER OF OWNERSHIP

SDOT shall accept fee simple or easement ownership of the real property interests
and structures for the Project upon fulllment of the following conditions:
9.1   As soon as practicable following acceptance of the Project by the Port
pursuant to section 4 the Port shall: (i) transfer the Overpass and associated real property
interests to the City, at no cost, pursuant to the terms of a property disposition agreement;
and (ii) dedicate the Relocated Surface Streets to the City. The Port shall provide the
City with the Port Commission Resolution authorizing the transfer, and shall grant to the
City fee or easement interest in the real property acquired by the Port for the purposes of
constructing the Project and any other real property interests including permanent
easements associated with the Overpass.

9.2   After the Port Commission has adopted the Resolution authorizing the
transfer of title of the Project to the City, but before the Port has completed the list of
actions that must be satised before the City accepts title to the Project, SDOT shall
present the ordinance and Recommendation to Accept for transfer of title of the Project to
the Seattle City Council for adoption. The list of actions that the Port must satisfy before
the City accepts title to the Project are attached to this Agreement as EXHIBIT B.

10.   PUBLIC USE OF PROJECT PRIOR TO TRANSFER

10.1  A component of the Project is the construction of the eastbound surface
roadway ("Roadway") depicted on EXHIBIT A to its new location under the Overpass.
Once constructed, the Roadway must serve trafc until the Overpass and ramps are ready
to be opened for public use. The Port and the City acknowledge that construction
phasing will require that the Roadway open and close several times before it is
permanently opened to the public. During this period of temporary opening and closing,
the Port shall retain all liability for the Roadway and public use of it. Upon the date that
the Roadway is permanently open for use by the public, but before the City has accepted
ownership of the real property interests and the structures in accordance with section 9,
the City and the Port shall share liability equally for each and every claim that relate to
the injury or death to any person or damage to any property and that arise out of or are
connected in any manner with the maintenance of the Overpass and associated real
property until the date that the City accepts title to the Project.

10.2  The Port may request that the Overpass and ramps be opened for Port or
public use prior to the City's acceptance of ownership by ordinance. If the Port requests
opening prior to the City's nal approval of the Project, the City shall perform a
preliminary inspection and prepare a list of construction items that have not yet been
completed (punch list). The City shall determine which items on the punch list must be
completed before the Overpass and ramps or associated surface streets may be opened for
Port or public use. If the Overpass is opened to the public before its transfer to the City,
._

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the City and the Port shall share equally the liability for the public's use of the Overpass,
as set forth for the Roadway in 10.1 above.

10.3  The Port recognizes that the City may exercise its police power to regulate
the use of the Overpass and associated surface streets and to control or restrict access to
them at any time the Overpass or associated surface streets are opened for Port or public
use.

10.4  The City will include the roadways and structure, when open to the public,
in its snow and ice response and removal plans.

11.   DESIGNATED REPRESENTATIVES; EXECUTIVE STEERING
COMMITTEE.

11.1  Responsibilities of Designated Representatives. To promote effective
intergovernmental cooperation and efciencies, the Parties shall each designate a
representative ("Designated Representative") who shall be responsible for coordination
of communications between the Parties and shall act as the point of contact for each
Party. The Designated Representatives shall jointly prepare status reports for submission
to the Executive Steering Committee. The status reports shall at a minimum contain a
summary of progress on the scope and schedule for the Project and a description of any
changes in the Project budget and any upcoming issues.

11.2  Coordination. Each Designated Representative is also responsible for
coordinating the input and work of its agency, consultants, and staff as it relates to this
Agreement. The Parties reserve the right to change Designated Representatives, by
written notice to the other Party during the term of this Agreement. Each Party's
Designated Representative is named below with the individual's contact information.

11.3  Desigpated Representatives and Contact Information

City of Seattle

John Amesen, Project Manager
Seattle Department of Transportation
P.O.Box 34996
Seattle, WA 98124-4996
Telephone:  (206) 684-8921
Fax:  (206) 470-6722
E-mail: john.amesen@seattle.gov





ll

Port of Seattle

Tim Leonard, Project Manager
Port of Seattle
Pier 69/P.O.Box 1209
Seattle, WA 98121
Telephone:  (206) 787 - 3018
Fax:  (206) 787 - 3280
E-mail: leonard.t@portseattle.org

11.4  Executive Steering Committee. An executive steering committee
(hereinaer "Executive Steering Committee") shall be composed of two representatives
each from the City and the Port. The Mayor shall appoint the Director of SDOT
or his or
her assign and the SDOT Director of Capital Projects and Roadway Structures Division.
The Port's Chief Executive Ofcer hereby appoints the Deputy Chief Executive Ofcer
and the Chief Engineer. The Executive Steering Committee shall meet as determined by
the Committee to review the status report submitted by the Designated Representatives
and provide such advice as may be necessary to fulll the objectives of this Agreement

12.   DISPUTE RESOLUTION

In the event the Designated Representatives cannot resolve a disagreement arising
under this Agreement, the Parties shall follow the formal dispute resolution steps below.

12.1  The Party's Designated Representative shall notify the other in writing of
any problem or dispute the Designated Representative believes needs formal resolution.
This written notice shall include:

(a)    description of the issue to be resolved;
(b)    a description of the difference between the Parties on the issue; and
(c)    a summary of steps taken by Designated Representative to resolve
the issue.

12.2  Upon receipt of written notice of a request for a formal dispute resolution
under this section, the Executive Steering Committee shall meet within ten (10) working
days of receiving the written notice and attempt to resolve the dispute.

12.3  The Parties agree that they shall have no right to seek relief under this
Agreement in a court of law until and unless each of these procedural steps is exhausted.

12.4  In the event that any Party deems it necessary to institute legal action
or
proceedings to enforce any right or obligation under this Agreement, the Parties hereto
agree that any such action or proceeding shall be brought in a court of competent
jurisdiction situated in King County, Washington.


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13.   TERM OF AGREEMENT.

13.1  Termination of Agreement. If the Project is not nally approved by the
City or other regulatory agencies with jurisdiction, if the City Council declines to accept
title to the Project, or if the Project or any part of it is not constructed for whatever
reason, this Agreement shall become null and void and the Port and the City shall execute
an amendment to this Agreement so indicating.

13.2  Term. This Agreement shall be in effect from the date of last execution
unless otherwise terminated pursuant to the provisions of this section.

IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the dates written below.

THE CITY OF SEATTLE        PORT OF SEATTLE


Director of Transportation             Chief Executive Ofcer

Date:                           Date:














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EXHIBIT B

East Marginal Way Grade Separation:
List of actions that the Port must satisfy before the City accepts title to the Project

Prior to transfer of ownership to the City of the new infrastructure and associated
property interests, the following steps and documents must be completed:

1.  Conrmation of environmental cleanup of Project real property with supporting
documentation;
2.  Port and City's QA/QC agents jointly recommend that the Overpass is safe to
open to the public and the Engineer of Record provides a stamped letter stating
that the Overpass has been built per plans;
City's Trafc Engineer conrms that the Overpass is safe to open to the public;
99:55"   Punch list is compiled from all affected Parties;
Punch list is completed to the City's satisfaction;
The Port will provide the City with copies of all real estate purchase and sale
agreements and any other agreements relating to the privately-owned Transfer
Properties acquired by the Port for the Project and all relevant title documents for
the Port-owned Transfer Properties;
(a) As-built plans, for all structure, surface and underground infrastructure, are
submitted to the City within 6 months of opening the Overpass to the public (#1-
3 above), and format and completeness is approved by the City;
or
Port desires formal City acceptance of the Transfer Properties and improvements
(by ordinance) prior to submittal and acceptance of nal as-builts, the City may
comply upon agreement by the Port that aer the six month deadline for as-builts
has elapsed, the Port will pay a $500 penalty on a daily basis for late submittal.











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