November 9, 2011
Argo Yard Truck Roadway Project
Memorandum of Understanding
Port of Seattle
Freight Mobility Strategic Investment Board
Prologis, L.P.
City of Seattle
Union Pacific Railroad Company

THIS MEMORANDUM OF UNDERSTANDING (this "MOU") is entered into among the
following parties (the "Parties"):
1.  The Port of Seattle (the "Port") is a municipal corporation whose powers are enumerated
in part in Chapter 53.08 RCW. The Port's transportation strategies are to ensure longterm
effective access to Port facilities, provide access to future development projects and
promote regional economic competitiveness.
2.  The Washington State Freight Mobility Strategic Investment Board ("FMSIB"),
established by RCW 47.06A.030, which is authorized to propose and approve projects
that facilitate freight movement between and among local, national and international
markets to enhance trade opportunities.
3.  Prologis, L.P. (Prologis), formerly known as AMB Property, L.P., a Delaware limited
partnership licensed to do business in the state of Washington.
4.  The City of Seattle ("City"), a first class Washington municipality with powers conferred
by Title 35 RCW and other laws of the state of Washington, acting by and through the
Seattle Department of Transportation ("SDOT"). SDOT's mission includes policy and
action plans to make Seattle's transportation system accessible and convenient for transit
users, pedestrians, bicyclists, motorists, and freight.
5.  The Union Pacific Railroad Company ("UP") a Delaware corporation licensed to do
business in the state of Washington.
The "Project" which is the subject of this MOU is defined as: the construction of a
southbound dedicated truck roadway from east of East Marginal Way at a newly constructed
underpass of the rebuilt SR 99/East Marginal Way trestle to the Argo Rail Yard (the "Yard")
gate, including the construction of a new Automated Gate System ("AGS") at the existing
Yard entrance.

finalargomoudraft110911

The Project will provide a faster route from the Port marine terminals and a more efficient
entry into the Yard. The Project concept is envisioned in three elements, and is more
specifically defined in Section 1.2. and shown on Exhibit A.

RECITALS 
WHEREAS, it is the purpose of this MOU to memorialize the Parties' mutual
understanding as to the planning, design, right-of-way acquisition, permitting and construction,
ownership and maintenance of property in support of the Project; and
WHEREAS, the Project will provide expedited truck access from the Port marine
terminals to the Yard, and will eliminate an existing difficult weaving maneuver for traffic
traveling from southbound SR 99/East Marginal Way to Diagonal Avenue S.; and
WHEREAS, the Parties and the trucking community in the Duwamish area strongly
support the Project; and
WHEREAS, construction of the Project will also improve access to the Prologis
warehouse and other industrial sites in the vicinity; and
WHEREAS, construction of the Project will reduce traffic congestion on southbound SR
99/East Marginal Way, providing time savings for all users; and
WHEREAS, construction of the Project will reduce travel time for truck drivers traveling
from the marine terminals to the Yard's gate; and
WHEREAS, construction of the Project will reduce traffic congestion and truck travel
times, which will likely reduce adverse air quality impacts, and create a more efficient movement
of freight; and
WHEREAS, construction of the Project will create safety improvements on and at the
intersection of Colorado Street S., Diagonal Avenue S., and Denver Avenue S., which today has
no delineation or signage; and
WHEREAS, construction of the Project will create traffic and safety improvements on
Diagonal Avenue S. west to East Marginal Way S., and on Denver Avenue S. east to Utah
Avenue S. or the Yard's gates.
NOW, THEREFORE, the Parties agree to the "Project Elements" as follows:
1.  SCOPE OF WORK
1.1. Project Title: Argo Yard Truck Roadway Project
1.2. Project Description: The Project includes three elements as shown in Exhibit B.
1.2.1.  Element I of the Project includes:

finalargomoudraft110911

a.  Planning, design, property easement acquisition, permitting and construction
of a one-way, southbound 16' truck roadway from a new undercrossing of
the rebuilt SR 99 Trestle on the east side of east Marginal Way to Colorado
Street S. between the Yard and the Prologis property; and
b.  Installation of a fence on the east side of the truck roadway, providing
security for the Yard; and
c.  Installation of ecology blocks on the west side of the truck roadway,
offering delineation for the roadway and limiting access to adjacent property
while providing emergency access to the roadway; and
d.  The design elements are conceptual only and may be modified through the
design and permit process.
1.2.2.  Element II of the Project includes: 
a.  Planning, design, permitting and construction of improvements to Colorado
Avenue S., including moving the travel lanes 8' to the east and other
elements identified in the final design necessary to accommodate expected
truck weight and size; and
b.  Planning, design, environmental review, permitting and construction of
improvements to Diagonal Avenue S. and Denver Avenue S. between SR
99/East Marginal Way and the Yard's truck gates, and the intersection with
Colorado Street S. identified in the final design to accommodate expected
truck weight and size; and
c.  Timely planning and design review of the existing E. Marginal Way S.
roadway at the entrance to the underpass roadway; and
d.  The design elements are conceptual only and may be modified through the
design and permit process.
1.2.3.  Element III of the Project includes:
a.  Planning, design, permitting and construction of a new AGS which provides
enhanced technology to identify driver and freight information to reduce
data entry and damage inspection time and result in less waiting time at the
Yard's truck gate.
2.  SCOPE OF MOU
2.1. Schedule/Scope:
2.1.1.  Execute this MOU between the Port, FMSIB, UP, Prologis and the City, which
includes a general approval of goals, scope, budget and the roles of each Party to
complete the Project.
2.1.2.  Initiate easement agreements between the Port and UP and the Port and Prologis
to obtain the easements to construct the truck roadway.
2.1.3.  Complete design of Elements I, II and III at the same time easements are being
conveyed. Consistent with Section 4 below, the Parties will provide scoping input,
and have the opportunity to review and approve in writing at 30% and 90% design
for Elements I and II. Element III design shall be approved solely by UP with the
other Parties reviewing and providing input at 30% and 90% design.
2.1.4.  Begin construction following the conveyance of the easements and the approval
of the final design of all Project Elements. Consistent with the terms of this MOU,

finalargomoudraft110911

all Parties will work in good faith to collaboratively move the Project forward
within the established budget.
3.  INDIVIDUAL PARTIES' RESPONSIBILITY TO CONVEY EASEMENTS TO THE
PORT 
3.1. The Parties agree that the Port will execute separate easements with UP and Prologis on
forms mutually acceptable to the Parties thereto. Actual construction of any Project
Element shall not proceed until Prologis and UP conveys both easements to the Port and
design for Elements I and II is completed and approved in writing by the Parties.
Provided, however, notwithstanding any other provision herein to the contrary, UP may,
at its sole discretion, schedule and expense proceed with Element III in the event that
easements are not conveyed. In the event UP proceeds with construction of Element III
on its own schedule prior to the Port's entering into an appropriate funding agreement
with the State of Washington Department of Transportation (WSDOT), UP may not be
reimbursed for its expenses incurred in constructing Element III as provided hereunder.
3.2. UP shall convey an easement to the Port of approximately 11,400 sq. ft. of property
depicted in Exhibit C at no cost to the Port. The duration of the easement shall last as
long as the intended uses of Element I remain in effect.
3.3. Prologis shall convey an easement to the Port of approximately 15,700 sq. ft. of property
as depicted in Exhibit C. The Port shall pay Prologis fair market value for the easement
from Project funds following conveyance of the Prologis easement to the Port. The
duration of the easement shall last as long as the intended uses of Element I remain in
effect.
3.4. Both of these individual agreements must be executed and recorded before any of the
individual easement agreements shall be enforceable.
3.5. The easements shall include an abandonment clause which identifies a process where the
Project right-of-way returns to the current owners if the truck roadway constructed in
Element I ceases to operate as a truck roadway as described in this MOU.
3.6. Before Prologis and UP convey easements to the Port, UP, Prologis and the Port shall
conduct, at the Project's direct expense, a Phase I Environmental Site Assessment (Phase
I ESA) for each easement to determine the existing environmental conditions associated
with Element I. The Phase I ESA will identify potential environmental concerns and
potential environmental liability that may arise as a result of the Project construction.
The Port, UP and Prologis shall review the content of the completed Phase 1 ESA and
negotiate allocation of any environmental liability as necessary before being required to
proceed. If the Parties cannot agree to such allocation, there shall be no obligation to
proceed with the conveyance of the easements.
4.  INDIVIDUAL PARTY RESPONSIBILITY AND PRIORITIES
The Parties shall be responsible for the following: 
4.1 Port shall:
a.  Act as the lead agency under RCW 47.06A.060(3) and ensure Project
compliance with Chapters 226-16 and 226-02 WAC.
b.  Act as the implementing agency in planning, design, right-of-way acquisition,
permitting and construction of Project Elements I & II;

finalargomoudraft110911

c.  Monitor and coordinate with UP's process on planning, design, permitting (to
the extent any permitting for Element III is required under applicable law or
regulation), and construction of Project Element III;
d.  To the extent review is required for Elements I, II or III under applicable law,
serve as lead agency under the State Environmental Policy Act (SEPA), Chap.
43.21C RCW for Elements I, II and III;
e.  Be responsible for Element I ownership, operation, liability and maintenance
associated with its operational use;
f.  Contribute up to $2,200,000 to the Project that will be used for planning,
design, right-of-way, permitting and construction of Element I and II of the
Project;
g.  Acquire title to the easements depicted in Exhibit C;
h.  Obtain all City Street Use Permits for the work in the City right-of-way;
i.   Provide quarterly reports to FMSIB on implementation of all planning, design,
right-of-way acquisition, permitting, and construction steps for Project
Elements I, II, and III, for FMSIB's review and approval under Section 4.2
below;
j.   Submit itemized invoices to the Washington State Department of
Transportation for release of FMSIB funds for Elements I, II, and III under
Section 4.2 below; and
k.  Promptly negotiate and finalize funding agreements with WSDOT for
Elements I, II and III.
4.2 FMSIB shall:
a.  Coordinate with other Parties to this MOU to act as a neutral facilitator and to
assist with permitting issues and cash flow funding schedules;
b.  Provide $600,000 in funding to the Port for planning, design, right-of-way
acquisition, permitting and construction of Elements I and II of the Project
upon execution of the MOU and after completing a funding agreement with
WSDOT;
c.  Upon execution and recording of the easements described in Section 3 above;
completion and approval of design for Elements I, II, and III; submission of
properly itemized invoices by the Port; and FMSIB confirmation that the
Project is being implemented, and that design and construction match the
FMSIB Project funding application or, if different, provide the same
anticipated improvement to freight movement, FMSIB shall:
(i)     Provide $2,500,000 in funding to the Port for reimbursement to UP for
the construction of the AGS in Element III, upon confirmation that UP
has provided up to $1,250,000 in funding, as set forth in more detail in
Exhibit D, Table 3.
(ii)    Provide up to an additional $1,250,000 as the last funds in, if needed,
for the estimated $5,000,000 AGS project in Element III. If the AGS
project cost is under or equals $5,000,000, FMSIB will retain the
unspent portion of its $1,250,000 additional funding. If the AGS
project exceeds $5,000,000, UP will be responsible for additional costs

finalargomoudraft110911

over $5,000,000. See Exhibit D, Table 3 for examples of the funding
share for Element III.
d.  Review the status reports submitted by the Port on implementation of
planning, design, right-of-way acquisition, permitting, and construction steps
for Project Elements I, II, and III (as applicable). The purpose and scope of
FMSIB's review is limited to evaluating whether the Project is being
implemented and that design and construction either match the FMSIB Project
funding application or, if different, provides the same anticipated
improvement to freight movement.
4.3 Prologis shall:
a.  Provide an easement to the Port for construction of the truck roadway as
shown in Exhibit C. Prologis shall have no other obligations, or be required to
incur or contribute any other costs or expenses whatsoever, including
assessments, with regard to the Project.
4.4 City shall:
a.  Coordinate with the other Parties to this MOU on design concepts for the
intersection and roadway improvements in Elements I and II;
b.  Review and, where appropriate, approve design and final plans for roadway
standards and signage for all roadway improvements in Elements I and II
through the City permit process;
c.  Cooperate with the Port and UP in all City permitting processes necessary for
the Project for each Element.
4.5 UP shall;
a.  Provide the Port with an easement, in exchange for FMSIB funding for
Element III, needed for the private truck roadway as shown in Exhibit A. (See
Section 4.2 (c) for a description and timing of FMSIB's funding responsibility
for Element III. See Exhibit D, Table 3 for examples of the funding share for
Element III) UP shall not be required to convey the easement to the Port until
all conditions to release of FMSIB funding for Element III have been
satisfied;
b.  Provide up to $1,250,000 in funding for the construction of the AGS in
Element III. See Exhibit D, Table 3 for examples of the funding share for
Element III;
c.  Plan, design, permit and construct the AGS;
d.  Act as the implementing entity in planning (to the extent any permitting for
Element III is required under applicable law or regulation), design, permitting,
and construction of Project Element III;
e.  Be responsible for Element III liability and maintenance associated with its
operational use.
5.  AMENDMENT
Any amendment to this MOU must be agreed to by all Parties, in writing, and executed with
the same formalities as the original MOU.

finalargomoudraft110911

6.  NOTIFICATION
Any notice required or permitted to be given pursuant to this MOU shall be in writing to the
following individuals, 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 MOU:
Port of Seattle: Dan Burke, Pier 69, P.O.Box 1209, Seattle, WA 98111,
burke.d@portseattle.org, 206-787-3376. 
Freight Mobility Strategic Investment Board: Karen Schmidt, 1063 Capitol Way, Room
201, P.O.Box 40965, Olympia, WA 98504-0965, SchmidK@fmsib.wa.gov, 360-586-9695.
Prologis, L.P.: Regina Menssen, 12720 Gateway Drive Suite 110, T ukwila, WA 98168,
rmenssen@prologis.com, 206-414-7612, with a copy to Jill Blechschmidt, Pier 1, Bay 1, San
Francisco, CA, 94111, jblechschmidt@prologis.com, 415-733-9479.
Union Pacific Railroad Company: Gerry Bisaillon, General Director of Premium
Operations, 1400 Douglas St., Mail Stop 1160, Omaha, NE, 68179, gbisaillon@up.com, 402-
544-6710.
City of Seattle: Lorelei A. Williams, PE, 700 Fifth Avenue, Suite 3900, PO Box 34996,
Seattle, WA 98124-4996, Lorelei.Williams@seattle.gov, 206-684-5178. 
7.  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 work is completed for the Project and it is first open for traffic, the records,
documents, data, accounts and other records pertaining to the Project, the accounting thereof,
and the performance of each Party's obligations under this MOU (collectively "Records") are
to be maintained by each Party. Unless the Records are exempt from disclosure under
Chapter 42.56 RCW, the Records shall be made available upon request, at no additional cost,
for inspection and audit by the Port, the City, FMSIB, the state Auditor, and federal and state
officials authorized by law. If any litigation, claim, or audit is commenced before the
expiration of the three (3) year period, the Records and accounts along with supporting
documentation shall be retained until all litigation, claims, or audit findings have been finally
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.
8.  DISPUTES
The designated representatives under section 6.0, NOTIFICATION, shall use their
commercially reasonable efforts to resolve disputes between the Parties. If the designated
representatives are unable to resolve a dispute, then the responsible Project representative for
each Party who signed this MOU shall review the matter and attempt to resolve it. If the
Project representatives 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
finalargomoudraft110911

Parties agree to exhaust each of these procedural steps before seeking to resolve disputes in a
court of law or any other forum.

9.  EFFECTIVENESS AND DURATION
This MOU is effective upon the date of execution by all Parties and will remain in effect
until Project completion, unless otherwise stated herein or unless amended or terminated.
10. TERMINATION
Any Party may terminate this MOU at any time prior to the award of a construction contract
by the Port and the Port's assumption of a non-cancellable obligation, upon thirty (30) days
written notice to the other Parties. Once a construction contract has been awarded by the
Port and the Port has assumed a non-cancellable obligation, which event shall not occur if
any Party has terminated this MOU or if each Party has not approved the different
components of the Project, or conveyed the required easements, then no Party shall have the
right unilaterally to terminate this MOU. For the purposes of this MOU, "non-cancelable
obligations" are defined as those costs that the Port is obligated to pay as of the day that any
Party provides notice that it is terminating this MOU, including the Port's percentage of the
total cost of any phase of the Project that has commenced prior to the notice of termination,
whether or not such phase has reached completion. 
11. INDEMNIFICATION AND HOLD HARMLESS
11.1.     To the maximum extent permitted by law, each Party shall protect, defend,
indemnify, and hold harmless each other Party, its officers, officials, employees, and
agents from any and all costs, claims, demands, suits, actions, judgment, and/or awards
of damages to the extent arising out of or in any way resulting from the indemnifying
Party's own negligent acts or omissions or the negligent acts or omissions of the
indemnifying Parties' agents and contractors, in each case solely in connection with such
indemnifying Party's performance of its obligations hereunder. The Parties agree that
their respective obligations under this section extend to any claim, demand and/or cause
of action brought by, or on behalf of, any of its employees or agents. For this purpose,
the Parties hereby waive any immunity that would otherwise be available against such
claims under the Industrial Insurance provision of Title 51 RCW to the extent necessary
to provide indemnification as required under this Agreement.
11.2.     With respect to any claim that arises before the termination of this MOU, the
indemnification, hold harmless, and/or waiver obligation described in this in paragraphs
11.1 and 11.2 shall survive the termination of this MOU.
12. VENUE
This MOU shall be deemed to be made in the County of King, State of Washington, and the
legal rights and obligations of the Parties shall be determined in accordance with the laws of
the State of Washington. All legal actions in connection with this MOU shall be brought in
the County of King, State of Washington.

finalargomoudraft110911

13. OTHER PROVISIONS
13.1.    Severability. A determination by a court of competent jurisdiction that any
provision of this MOU or any part thereof is illegal or unenforceable shall not cancel or
invalidate the remainder of such provision of this MOU, which shall remain in full force
and effect.
13.2.    Interpretation. The captions of the Sections or Paragraphs of this MOU are not
a part of the terms or provisions of this MOU. Whenever required by the context of this
MOU, the singular shall include the plural and the plural shall include the singular. The
masculine, feminine and neuter genders shall each include the other.
13.3.    Waivers. All waivers shall be in writing and signed by th e waiving Party. Any
Party's failure to enforce any provision of this MOU shall not be a waiver and shall not
prevent any Party from enforcing that provision or any other provision of this MOU in
the future.
13.4.    Joint Drafting Effort. This MOU shall be considered for all purposes as
prepared by the joint efforts of the Parties and shall not be construed against any Party or
the other as a result of the preparation, substitution, submission or other event of
negotiation, drafting or execution hereof.
13.5.    Third Party Beneficiaries. Nothing in this MOU is intended to, nor shall be
construed to give any rights or benefits in the MOU to anyone other than the stated
Parties, and all duties and responsibilities undertaken pursuant to this MOU will be for
the sole and exclusive benefit of the Parties and not for the benefit of any other party.
The Parties agree that a transaction of this type involves terms and conditions which have not yet
been agreed upon and that this MOU is in no way intended to be a complete or definitive statement
of all the terms and conditions of the proposed transaction, but contemplates and is subject to the
negotiation and execution of additional implementing documents.








finalargomoudraft110911

IN WITNESS WHEREOF, the parties have executed this MOU.
Freight Mobility Strategic               Prologis, L.P.
Investment Board                  By: Prologis, Incl, its general partner

Signature                          Signature
Title                     Date         Title                     Date

Port of Seattle                        City of Seattle

Signature                          Signature
Title                     Date         Title                     Date

Union Pacific Railroad Company

Signature
Title                     Date







finalargomoudraft110911

Exhibit A: Project Concept Illustration












finalargomoudraft110911

Exhibit B: Project Elements












finalargomoudraft110911

Exhibit C: Needed Right-of-Way











finalargomoudraft110911

Exhibit D: Project Cost and Funding
Table 1: Cost Assumptions for the Argo Yard Truck Roadway
Project(
1
)

Project
FMSIB     POS      UP     Total         Notes 
Element 
Includes planning, design,
ROW acquisition and
Element I    (2)$550,000   $1,444,000            $1,994,000  construction of one-way
truck roadway. 

Includes planning, design,
ROW acquisition and
Element II      $50,000    $ 756,000              $806,000  construction of roadway and
intersection improvements on
Colorado/Diagonal/Denver 
Includes planning, design,
Element III  (2)$3,750,000             $1,250,000    $5,000,000  permitting and construction
of new AGS 
Total        $4,350,000    $2,200,000  $1,250,000    $7,800,000 
(1)Project costs are estimated from 10% design; final costs may shift between elements to reflect timing and cash flow and provide maximum
flexibility.
(2)Shifted $394,000 in right-of-way cost from Element I to AGS in Element III

Table 2: Estimated Cost for Work Items
Project Element Costs 
Planning/design (Element 1 & II)                      $220,000 
ROW (Element 1)                            $550,000 
One-Way Truck Street (trestle to Colorado) (Element I)       $1,334,000 
Colorado/Diagonal/Denver Street improvements (Element II)    $396,000 
Intersection of Colorado/Diagonal/Denver (Element II)        $300,000 
Automated Gate System (Element III)                 $5,000,000 
Total                                      $7,800,000 

finalargomoudraft110911

Table 3: Union Pacific and FMSIB Examples of Project Cost Share
of AGS Depending on Final Cost of Element III
FMSIB Funding   FMSIB Additional
(50% of total up to  Funding (Last
Total Project Cost  UP Funding       a maximum of     dollars in to a
(Estimated)                   $2.5M)         maximum of
$1.25M)
$5,000,000           $1,250,000           $2,500,000           $1,250,000 
If Cost is greater than
$5M 
$5,500,000           $1,750,000           $2,500,000           $1,250,000 
$6,000,000           $2,250,000           $2,500,000           $1,250,000 
$5,500,000           $2,750,000           $2,500,000           $1,250,000 
$7,000,000           $3,250,000           $2,500,000            $1,250,000 
If Cost is less than
$5,000,000 
$4,500,000           $1,250,000          $2,250,000           $1,000,000 
$4,000,000           $1,250,000          $2,000,000            $750,000 
$3,500,000           $1,250,000          $1,750,000            $500,000 
$3,000,000           $1,250,000          $1,500,000            $250,000 




finalargomoudraft110911