Exhibit B

Port Commission Special
Meeting of February 28, 2012

HONORABLE BETH ANDRUS






SUPERIOR COURT FOR THE STATE OF WASHINGTON
IN AND FOR THE COUNTY OF KING

ARTHUR LANE, JOHN ALLERTON     Case No. 10-2-25591-5
10  AND KENNETH GOROHOFF,
individually and on behalf ofthe class of all
ll   persons similarly situated,                     DECLARATION OF GAEL
TARLETON
12                        Plaintiffs,
NOTED FOR:
13
vs.                             Friday, November 18, 2011 at 9:00 am.

14
PORT OF SEATTLE; KING COUNTY;
BNSF RAILWAY COMPANY; GNP RLY,
15
INC.; and CITY OF REDMOND,
16
Defendants.
l7 

I8
I, Gael Tarleton, declare as follows:
19         1.     I am a Commissioner with the Port of Seattle ("Port"), a defendant in the above

20  captioned matter. I am over age 18 and competent to be a witness. I am making this

21   declaration based on facts within my own personal knowledge.

22                       PERSONAL BACKGROUND

23       2.    I am one of ve Commissioners for the Port. I was elected as a Commissioner

24  in 2007 and have served continuously since then. I was Commission Vice-President for two

25  years, and have chaired several Commission committees.


DECLARATION OF GAEL TARLETON - l                      ""V05'"
DANIELSON HARRIGAN LEYH a; TOLLEI-'SON LLP
999mm AVENUE. sun-5 "no
sums. WASHINGTON 93104
TEL. (206) 523-1700  FAX. (206) 623-87"

3.     In 1981, I earned a BS. from Georgetown University's School of Foreign

2  Service in Washington, DC. In 1983, I obtained a Master's degree in Government and

National Security Studies, also from Georgetown University in Washington D.C. (while

working full-time at the Defense Intelligence Agency).
4.     From 1981 to 1990, I worked as a defense analyst for the Defense Intelligence

Agency, which is part of the United States Defense Department in Washington DC. Between
1990 and 2002, I was a Vice President for International Programs at Science Applications

International Corporation ("SAIC"). SAIC is a Fortune 300 company providing scientic,

engineering, systems integration, and technical services and products to the United States
10  military, the Department of Defense, the intelligence community, the Department of Homeland

ll   Security, and other United States federal and state civilian agencies. From 2002 to 2003, I

12  worked as the director of Eurasian policy studies at The National Bureau ofAsian Research,
a

13   policy think tank in Seattle, WA. From 2004 to the present, I have worked at the University of

14   Washington. At present, I am a part-time research advisor for the Institute for National

15   Security Education and Research ("INSER") at the University of Washington. INSER is a

16  forum for independent research in the
areas ofpublic safety and national security issues.

17        5.     I also serve on the Tri-County Regional Executive Policy Committee,

18   supporting emergency response and recovery governance and communications plans in the

19   Puget Sound area. I have been a keynote speaker for port and maritime security conferences

20  sponsored by the Department ofHomeland Security in Seattle and Washington, DC. I also am

2]   a volunteer Board member for the Southwest King County Economic Development
Initiative;
22  the Lower Duwamish Transportation Management Association; and the Foundation for

23  Russian-American Economic Cooperation.

24       6.    As a Commissioner from 2007 to the present, I
was involved in the Port's

25  efforts to acquire the Eastside Rail Conidor (also referred to
as the "ERC," "Con'idor," or the

DECLARATION OF GAEL TARLETON - 2                      MWW1C"
DANIELSON HARRIGAN LEYH & TOLLEFSON LLP
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SEATTLE, WASHINGTON 98l04
TEL, (206) 6234700 FAX. (206) 623-87"

"Woodinville Subdivision"). As explained below, I personally participated in eleven

Commission meetings in which acquisition of the ERC was discussed. Throughout the

process, I consulted with and was advised by the Port's ChiefExecutive Officer, Tay

Yoshitani, about the negotiations between the Port, King County, and the seller, Burlington

Northern Santa Fe ("BNSF"). I have direct knowledge about the reasons for the Port's

acquisition ofthe ERC.

RESOLUTION 3639

7.     Resolution 3639, which authorized and ratied acquisition of that portion ofthe

ERC located in Snohomish County ("the Resolution"),
was passed by the Port of Seattle on

10  August 3, 2010. A true and correct copy of the Port's Resolution is attached
as Exhibit 1 to

ll   my declaration. I voted in favor of the Resolution.

12        8.    I understand that plaintiffs allege that the Resolution
was passed without any

13   consideration ofthe factual or legal issues involved, and that the Port Commission had
no basis

14  for its conclusion that the northern portion ofthe Corridor
was reasonably necessary to link rail

15   services, equipment and facilities within the Port to an interstate railroad system. I disagree

16  with those assertions.

17        9.    It cannot be reasonably disputed (and is demonstrated
on maps ofthe ERC) that

l8   the part ofthe ERC in King County is connected to the interstate railroad
system by the
19  northern part of the ERC located in Snohomish County.  The Snohomish County part ofthe

20  ERC is, in fact,m to connect the
line within the Port's district to the interstate rail
21   system. When I voted for Resolution 3639, I knew ofthe route and other characteristics of the

22  ERC, and was well aware ofthe need to acquire the portion of the ERC within Snohomish

23  County to connect the portions in King County to the interstate rail system.

24           THE COMMISSION'S DELIBERATIONS ABOUT THE ERC

25


DECLARATION OF GAEL TARLETON - 3
LAW OFFICES
DANIELSON HARRIGAN LEYH & TOLLEl-'SON LLP
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SEATTLE, wasnmorou 9:104
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10.   Between 2007 when I was elected to the Port Commission, and the end of2009,

the Port actively discussed and deliberated in public meetings the acquisition of the ERC. As a

Commissioner, I engage in daily discussions with constituents, Port staff, other

Commissioners, and other elected representatives (such as representatives om King County)

regarding a wide variety of issues. Not infrequently, those discussions have involved the
Port's acquisition of the ERC, including its physical layout, existing use for eight operations,

and potential rture uses.

11.   The Port's acquisition ofthe ERC was raised in no less than fourteen
separate
public Port Commission meetings in addition to the August 3, 2010 meeting at which

10   Resolution 3639 was adopted. I participated in eleven of these meetings including meetings

ll   that occurred in 2008 (February 12, April 8, April 22, May 6, May 12, June 10, October
28)
12  and 2009 (February 10, July 7, October 13, December 15). Those meetings included
many

13   discussions and/or briengs about the ERC's characteristics; current and potential future
uses

14  ofthe ERC; the continued use of the northern portion of the ERC
as an active freight rail line

15   connected to the interstate railroad system; and other subjects that supported
my determination

16  that the Port's acquisition of the Corridor in its entirety
was reasonably necessary. True and

17  correct copies of the meeting minutes are attached
as Exhibits 2 through 15.

18        12.   In particular, when I voted in favor of Resolution 363 9, I
was personally aware

19  that the northern portion ofthe ERC that is the subject ofthe plaintiffs'
challenge, with the
20  exception of the Redmond Spur, is currently used as an active freight corridor serving several

21   businesses in King County. I understand that those businesses receive eight through the ERC

22  from a variety of locations throughout the United States and Canada. Those businesses
would

23  not be able to receive freight by rail from the interstate railroad
system but for the ERC,

24  including the portion in Snohomish County.

25


DECLARATION OF GAEL TARLETON - 4
umomens
DANIELSON HARRIGANmu & TOLLEFSON LLP
999mm: AVENUE. sum: "00
sums, WASHINGTON 98104
TEL, (206) 623-1700  FAX, (206) 623-87"

13.   Based on my education, employment history, and experience, I consider myself

to have particular expertise in national security issues, including issues relating to critical

transportation infrastructure and networks. I- analyzed such networks as a defense intelligence

analyst. That experience has given me the background to make reasoned decisions about the

necessity ofparticular transportation corridors for freight and transportation purposes, and to
assess the relative importance of those corridors to a particular region.

14.   I view the regional and national rail systems as an integrated network for both

current and future uses, whether for the movement of freight, passengers, or for national

security purposes. There is no question in my mind that the entire ERC, including that portion

10  in Snohomish County, is critical to the region's and nation's transportation infrastructure.

II          15.    I understand that plaintiffs have offered a narrow'view ofthe Port's role and

I2   have suggested that the Port was authorized to acquire the ERC only if it was to facilitate

l3   intermodal movement ofcargo to and om the harbor and airport, or the movement of

14  passengers to and from the port or airport. But the Port is vested with the broader

15   responsibility to foster economic development in the region, among other things.  This is

16  reected in the Port's 2009 mission statement, which provides that the Port's mission is to

17  advance trade and commerce, and stimulate industrial growth and economic development. In

18   my opinion, the acquisition of the ERC is consistent with this mission.

19        16.   The Port's acquisition of the ERC, including that portion within Snohomish

20  County, will enhance the Port's ability to compete against other ports in the future. The Port

21   must consider its ongoing competitive strength relative to other ports along the West Coast of

22  the United States and Canada, making strategic investments and decisions to maintain
or

23  improve that competitive strength. Every decision the Port makes today to improve freight

24  mobility increases the Port's ability to adapt to changes in pattems of global trade and

25  commerce. The Port's acquisition of the ERC is an example ofthe
type of strategic investment

DECLARATION OF GAEL TARLETON - 5
LAW OFFICES
DANIELSON HARRIGAN LEYH 8: TOLLEl-'SON LLP
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SEATTLE. WASHINGTON 98104
1'51. (206) 623-1700  FAX, (206)623-8717

that the Port must make to ensure the Port remains competitive. For instance, the Port's

acquisition ofthe ERC improves the resiliency of the region's transportation system by

providing alternative freight routes and enhancing existing capacity. It also improves the
Port's ability to accommodate shifts in global trade.

17.   The Port's acquisition of the ERC also creates the potential for developing a

passenger rail system. If the Corridor were used for such a system, this would take pressure

off other transportation corridors, such as I-5 or I-405, for passenger transportation. It would

also take pressure offof BNSF's mainline as passenger rail route. Because virtually

everything the Port does involves the movement ofpeople and goods, the Port's acquisition of
10  the ERC to improve its ability to accommodate the future movement ofpeople and goods


ll   including that part outside of the County  was a prudent investment for the future.

12                          RESPONSE TO PSRC STUDY

13         18.    I understand that plaintiffs rely heavily on a report prepared about ve
years

14  ago by an advisory committee of the Puget Sound Regional Council ("PSRC"), stating that the

15   ERC was not a strategic rail corridor. I understand that they assert that I have "completely

16  forgotten the aspect ofthat study most critical to [my] vote  the PSRC's conclusion that the

l7   Corridor was not a strategic freight rail corridor that could be used to back
up the Mainline."

l8   That assertion is inaccurate.

19        19.   I have not "forgotten" the PSRC report or its conclusions. To the
contrary, I
20  testied that I had reviewed the PSRC study in 2008, and again shortly before
my deposition.

21  I was aware of the PSRC advisory committee study at the time I voted in favor of Resolution

22  3639.

23       20.   But I was not bound by the reasoning of
an advisory committee ofthe PSRC.

24  My decisions as a Port Commissioner about how to allocate Port
resources in light ofthe Port's

25  authority and responsibilities are more complex and differ from the
purpose of the advisory

DECLARATION OF GAEL TARLETON - 6
MW0mm
DANIELSON mama/m LEYH a Tour-:rson LLP
999mm AVENUE. sum "no
sen-ma. wasumorou 93104
TEL. (206) 623-1700  FAX, (206) 623-8717

committee. As a Port Commissioner, I am inuenced by the need for long-range
planning; the
importance of exibility and resilience in County-wide transportation planning; maintaining
the Port's long-term
competitiveness; and creating connections to the interstate rail system to

encourage and support economic growth. Those factors, among others, inuenced my decision

that the Port's acquisition of the ERC was appropriate.

PASSAGE OF THE COMMISSION RESOLUTION

21.   I understand that plaintiffs have criticized Resolution 3639
on the basis that it

was passed after the Port decided to acquire the ERC. At the time the Commission
considered

the Resolution. it already had engaged in
years of discussions and deliberations about the ERC.

10        22.   In light of this history, I understood that Resolution 3639
was a procedural step

ll   for completing the ERC acquisition transaction. The Resolution's
conclusion, that the
12  acquisition of the northern portion was necessary to connect rail facilities within the Port

13  district to the interstate rail system,
was one that I had reached much earlier. The fact that I did

14  not have particular information in front of
me at the time I voted for adoption of the Resolution

15  is irrelevant, since Ihad the relevant information in mind
as a result of the deliberations that I

l6  had been involved in since 2007 relating to the
ERC, as well as my own personal knowledge
l7  based on my education, background, and experience.

18        I declare under penalty of perjury under the laws of the State
of Washington that the

19  foregoing is true and correct.

20
DATED this 10  day of October, 2011, in Seattle, Washington.

21

22

23                               WWW

24
GAEL TARLETON


DECLARATION OFGAEL TARLETON - 7
""V omens
nametson HARRIGAN LBYH & TOLLEFSON
1.1.9
519911mm AVENUE. sum;"00
SEATTLE. WASHINGTON 9810'
TEL. (106)623-1711) FAX. (206) 621-8711