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RESOLUTION NO. 3652

After Recording Return To:
Central Puget Sound Regional Transit Authority
Union Station
401 South Jackson Street
Seattle, Washington 98104-2826
Attn:  Legal Department


HIGH CAPACITY TRANSPORTATION EASEMENT AGREEMENT
(WOODINVILLE SUBDIVISION RAIL CORRIDOR)

GRANTOR:    PORT OF SEATTLE
GRANTEE:    CENTRAL  PUGET  SOUND  REGIONAL  TRANSIT
AUTHORITY


Legal Description:
Abbreviated form:
Additional legal on page Exhibit A of document
Assessor's Property Tax Parcel Account Number(s):
Reference number(s) of Related Document(s):

EXHIBIT B
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RESOLUTION NO. 3652
HIGH CAPACITY TRANSPORTATION EASEMENT AGREEMENT
(WOODINVILLE SUBDIVISION RAIL CORRIDOR)
THIS HIGH CAPACITY TRANSPORTATION EASEMENT AGREEMENT
(WOODINVILLE SUBDIVISION RAIL CORRIDOR) (the "Easement Agreement") is
entered into as of the ___________ day of ______________, 2011 ("Effective Date") by 
the PORT OF SEATTLE, a Washington municipal corporation ("Port") in favor of
CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY, a regional transit
authority of the State of Washington and its successors and assigns as owners or operators
of High Capacity Transit Facilities as hereinafter defined ("Sound Transit") with reference
to the following facts:
RECITALS
A.   Pursuant to Purchase and Sale Agreement and Donation Agreement, each
dated as of May 12, 2008, by and among BNSF Railway Company, a Delaware
corporation ("BNSF"), King County, a political subdivision of the State of Washington
("King County") and the Port (collectively, the "Acquisition Agreements"), the Port
acquired an approximately one hundred (100) foot wide railroad corridor with rails in
place, commonly known as the Woodville Subdivision, portions of which are more
particularly described on Exhibit A attached hereto and depicted on the map attached
hereto as Exhibit B and by this reference incorporated herein (the "Property") from BNSF.
B.   The Property is "railbanked" in accordance with 16 U.S.C. 1247(d) to
protect this rail transportation corridor and preserve it for future reactivation of rail service,
and to allow interim regional recreational trail and other public uses and transportation
uses while the Property is railbanked, including, but not limited to, rail or other
transportation purposes other than interstate freight rail service ("Transportation Use").
King County was approved as an Interim Trail User for the Property by the Surface
Transportation Board ("STB") for the purpose of "railbanking" the Property.  King
County, as the Interim Trail User, is subject to certain legal obligations related to the
Property referred to herein as the "Railbanking Obligations".
C.   The Port and King County entered into that certain Public Multipurpose
Easement dated as of December 18, 2009 (the "Multipurpose Easement"), which among
other things, sets forth King County's Railbanking Obligations with respect to the Property
and grants King County certain rights to acquire, develop, maintain and operate a public
hard or soft-surface regional trail for public pedestrian, bicycle or other non-motorized
uses ("Trail") over portions of the Property in its capacity as the Interim Trail User for the
Property, subject to the terms and conditions set forth in the Multipurpose Easement so
long as such Trail will not prevent the use of the Property for Transportation Use outside
of the Trail Area, and will be designed and developed to accommodate such Transportation
Use. It is the express intention of the Parties to this Easement Agreement that the Property
be used for regional recreational trail and other public uses and Transportation Uses and

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RESOLUTION NO. 3652
that the development of the Trail as authorized under the Multipurpose Easement not
prevent simultaneous Transportation Uses on the Property, but rather be designed and
developed to accommodate such Transportation Uses.
D.   On November 5, 2009, the Port entered into a Memorandum of
Understanding (the "MOU") with King County, Sound Transit, Cascade Water Alliance,
Puget Sound Energy and the City of Redmond (collectively, the "Regional Partners")
setting forth the mutual understanding of the Regional Partners for the negotiation of future
transactions whereby the Regional Partners would purchase interests in the Property from
the Port for regional trail, Transportation Use, utility and other municipal purposes subject
to the Railbanking Obligations.
E.   Consistent with the MOU, the City of Redmond and the Port entered into a
Real Estate Purchase and Sale Agreement dated June 22, 2010, whereby Redmond agreed
to purchase a portion of the Property commonly referred to the Redmond Spur located
within the city limits of Redmond (the "City Segment") and Redmond agreed to convey to
Sound Transit an easement for transportation purposes in the City Segment at the time
Sound Transit closes on a purchase of interests in the remaining portions of the Property
owned by the Port.
F.    Consistent with the MOU, King County is expected to acquire the Port's
underlying interest in the Property contemporaneously or soon after Sound Transit's
acquisition of this Easement Agreement. At the time King County acquires the underlying
interest, the Multipurpose Easement will terminate through the doctrine of merger. The
Port, Sound Transit and King County intend for the purposes of the Multipurpose
Easement to be carried forward in the Easement Agreement, including without limitation
through the provisions in Exhibit C hereto.
G.   Sound Transit is a regional transit authority of the State of Washington
created pursuant to chapters 81.104 and 81.112 RCW, with all powers necessary to
implement a High Capacity Transit System within its boundaries in King, Pierce and
Snohomish Counties, which High Capacity Transit System is integrated and coordinated
with public transportation services currently provided by other public agencies. Sound
Transit proposes to construct certain light rail facilities within the Bellevue Property (as
defined in the Purchase and Sale Agreement between the Port and Sound Transit). Future
regional transportation planning may result in recommendations for the development of
additional high capacity transportation projects on the Property. Sound Transit desires to
acquire a perpetual non-exclusive easement in, on, under, over, across and through the
Property for the purpose of installation, construction, use, operation, maintenance and
repair of one or more High Capacity Transit Facilities to be operated as part of Sound
Transit's High Capacity Transit System.  Use of the Property for construction and
operation of one or more High Capacity Transit Facilities is a Transportation Use as
defined under the Multipurpose Easement and this Easement Agreement, and the Port is
willing to grant such an easement on the terms and conditions hereinafter set forth.
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H.   The Federal Transit Administration of the United States Department of
Transportation has approved Sound Transit's acquisition of the easement rights set forth in
this Easement Agreement as a protective acquisition of easement rights for potential future
development of one or more High Capacity Transit Facilities.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
AGREEMENT
1)   Recitals Incorporated; Definitions. Each of the recitals set forth above is
incorporated into this Easement Agreement as though fully set forth. All capitalized terms
not otherwise defined herein shall have the same meaning as set forth in Schedule 1
attached hereto and by this reference incorporated herein. Except as otherwise expressly
provided herein, all references in this Easement Agreement to the Port, King County or
Sound Transit shall mean the Port, King County or Sound Transit, each solely in its
capacity as owners of fee or easement interests in the Property.
2)   Grant of High Capacity Transportation Easement.
A.   The Port hereby grants to Sound Transit for the benefit of Sound
Transit, its successors and assigns who have the right to own or operate a High Capacity
Transit System and their respective officials, officers, employees, agents, contractors,
subcontractors, licensees, invitees and Passengers, a perpetual non-exclusive easement (the
"High Capacity Transportation Easement") appurtenant to Sound Transit's High Capacity
Transit System, in, on, under, over, along, across and through the Property for high
capacity transportation purposes, including the installation, construction, use, operation,
inspection, maintenance, repair, replacement, enhancement, expansion, improvement or
removal of one of more High Capacity Transit Facilities together with reasonable rights of
access throughout the Property and for all purposes necessary, desirable or reasonably
related to the development, construction or operation of a High Capacity Transit System,
including placement of utilities and vaults, ingress and egress, construction, construction
staging, Temporary Construction Easements and other temporary rights to use adjoining
portions of the Property as may be necessary in order to use areas of the Property recorded
in the real property records of King County as Easement Areas pursuant to this Easement
Agreement, all according to and as more specifically allowed for under the terms of this
Easement Agreement. The Easement Areas may be of varying widths; provided, however,
that except where limited by topographical or physical features of the Property, the Parties
intend that each Easement Area be not less than a minimum width of forty (40) feet and
may exceed that width as may be necessary to accommodate stations and terminals and
parking for Sound Transit, maintenance and operation-related uses associated with a High
Capacity Transit Facility. Sound Transit's rights under this Easement Agreement include
the further right to temporarily stage equipment and material on the Property in and around
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each Easement Area as reasonably necessary to construct, operate, inspect, maintain,
repair, replace, expand, improve or remove a High Capacity Transit Facility (each a
"Temporary Construction Easement Area") according to and as more specifically allowed
for under the terms of this Easement Agreement. Subject to Existing Third Party Rights
(as defined in Section 3 below), this High Capacity Transportation Easement includes the
right to invade or otherwise interfere with the Property with dust, noise, vibration, and
other similar disturbances resulting from the normal operation, use, maintenance and repair
of High Capacity Transit Facilities as part of Sound Transit's High Capacity Transit
System, except for activities which result in damage to improvements, if any, located on
the Property outside an Easement Area.  The Parties agree that this High Capacity
Transportation Easement is a Transportation Use as defined in the Multipurpose Easement.
B.   This High Capacity Transportation Easement is intended to be
perpetual and Sound Transit shall have the right to determine the precise location of the
Easement Areas and the Temporary Construction Easement Areas on the Property from
time to time in the manner specifically described in this Easement Agreement. Subject to
Existing Third Party Rights, Sound Transit may locate its High Capacity Transit Facilities
anywhere on the Property, including the portion of the Property where the railbed is
presently located or any portion of the Property which has been developed by King County 
with a Trail subject to certain rights, duties and obligations to relocate such public trail
improvements or provide an area for future construction of Trail improvements as set forth
in the Multipurpose Easement or this Easement Agreement.
C.   Section 7 of this Easement Agreement governs Sound Transit's right
to designate an Easement Area and Temporary Construction Easement Areas on the
Property.  Prior to Sound Transit beginning construction of a High Capacity Transit
Facility, the Parties shall amend this Easement Agreement in the manner described in
Section 7 to set forth the precise location and legal description of each Temporary 
Construction Easement Area and each Easement Area on which the High Capacity Transit
Facility, as constructed, is to be located. The Easement Area associated with each High
Capacity Transit Facility will include that portion of the Property occupied by each High
Capacity Transit Facility, together with such additional portions of the Property as may be
reasonably necessary for its appurtenances, operations and continued utility and access
requirements. Sound Transit may locate multiple High Capacity Transit Facilities on the
Property, which need not be contiguous to one another, and consequently, the Easement
Areas and Temporary Construction Easement Areas may include more than one location
on the Property if Sound Transit elects to develop more than one High Capacity Transit
Facility.
3)   Title to Property.
A.   The Port makes no warranty of the title as to the Property or the
Easement Agreement. Port has advised Sound Transit that the Port may not hold fee
simple title to the Property and that the Port's interest in all or part of the Property, if any,
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may rise only to the level of an easement for railroad purposes. The Port and Sound
Transit acknowledge and agree that the Property is railbanked pursuant to 16 U.S.C.
1247(d). Sound Transit's rights under this Easement Agreement are subject to the terms of
the Multipurpose Easement, and preexisting recorded or unrecorded interests in the
Property, including those fully executed easements, leases, permits, franchises, occupancy
agreements, licenses or other agreements demising space in, or providing for the use or
occupancy of the Property set forth on attached Schedule 2 (collectively, the "Existing
Third Party Rights").
B.   Any amendments or modifications of the Existing Third Party
Rights, including any extensions that require approval of both the Port and a third party,
shall be subject to the terms of this Easement Agreement and Sound Transit's rights
hereunder and thereafter such Existing Third Party Rights shall constitute Subsequent
Third Party Uses pursuant to the terms of this Easement Agreement.
C.   The Port and Sound Transit acknowledge and agree that the
Property may contain currently existing facilities that are not authorized by Existing Third
Party Rights, that the Property may have encroachments on it, and that additional facilities
or encroachments may in the future be located on the Property without permission from the
Port (together, the "Unauthorized Uses"). Port shall have no duty to bring legal action to
enforce the terms of this Easement Agreement against such Unauthorized Uses, but will
reasonably cooperate with Sound Transit to address such Unauthorized Uses.
4)   Consideration.  The Port acknowledges receipt of full and complete
consideration from Sound Transit for the High Capacity Transportation Easement granted
pursuant to this Easement Agreement. Sound Transit shall not be required to pay for
future use of any Temporary Construction Easement Area or any Easement Area, nor shall
Sound Transit be required to contribute toward the cost of operation and maintenance of
the Property (including, but not limited to Custodial Activities, as defined in the
Multipurpose Easement, and the cost of taxes and insurance) except for any Temporary
Construction Easement Area or any Easement Area.
5)   Railbanking; Multipurpose Easement, and Interim Trail Use.
A.   Sound Transit acknowledges that the Property has been "rail
banked" in accordance with 16 U.S.C. 1247(d) to protect this rail transportation corridor
and preserve it for future reactivation of freight rail service. King County was approved as
an Interim Trail User for the Property by the Surface Transportation Board ("STB") for the
purpose of "railbanking" the Property. King County, as the Interim Trail User, is subject
to certain "Railbanking Obligations".
B.   Simultaneous with the closing of the purchase of the Property by the
Port from BNSF, the Port and King County entered into the Multipurpose Easement, which
among other things, granted King County certain rights to acquire, develop, maintain and
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operate the Trail over a portion of the Property in its capacity as the Interim Trail User for
the Property, subject to the terms and conditions set forth in the Multipurpose Easement so
long as such Trail will not prevent the use of the Property for Transportation Use outside
of the Trail Area. Sound Transit has been provided with a copy of the Multipurpose
Easement, and would not have entered into this Easement Agreement with the Port, but for
its reliance on (a) the express intent set forth in the Multipurpose Easement that any
development of a public trail authorized by the Multipurpose Easement will not prevent
Transportation Uses on the Property, but rather will be designed and developed to
accommodate Transportation Uses, and (b) the terms, covenants, conditions and limitations
set forth in Section 2 and 3 of the Multipurpose Easement and the express intent of the
parties thereto that the Multipurpose Easement creates covenants running with the land
binding upon all present and future owners of the Property, and all persons who may
thereafter develop, construct, operate, maintain, repair and/or improve a Trail on the
Property. Subject to the reactivation of the Railbanked Segments for freight rail service,
the Port shall take all action, and shall exercise all its rights under the Multipurpose
Easement to require King County or other Interim Trail User to develop, construct,
operate, maintain, repair and/or improve a Trail on the Property in accordance with the
terms, covenants, conditions and limitations set forth in Sections 2 and 3 of the
Multipurpose Easement and this Easement Agreement.
C.   Subject to the reactivation of the Railbanked Segments for freight
rail service, the Port shall take, and shall exercise its rights under the Multipurpose
Easement to require King County to take, all action necessary to preserve the federal
railbanked status of the Railbanked Segments. Sound Transit acknowledges that King
County or other Authorized User of the Property may have the right to remove the existing
rail tracks and related railroad improvements from the Property.
D.   The Port shall not amend, modify or terminate the Multipurpose
Easement or consent to a transfer or termination of King County's Interim Trail User
Status and Railbanking Obligations without the prior written consent of Sound Transit,
which consent shall not be unreasonably withheld, conditioned or delayed. In the event
King County elects not to proceed with Trail Development and takes action to terminate
the Trail Use Agreement pursuant to the Multipurpose Easement, the Port shall, as
provided in the Multipurpose Easement, (i) engage a substitute Interim Trail User
consistent with all current and future STB requirements, and (ii) take all actions necessary
to satisfy any and all Railbanking Obligations and Custodial Activities with respect to the
Property consistent with the terms and conditions of this Easement Agreement.
E.   The Parties acknowledge that the following petitions have been filed
with the STB, with regard to a portion of the Property:
(1)    Petition to Vacate Notice of Interim Trail Use or
Abandonment in STB Docket Nos. AB-6 (Sub.-No. 463X) and AB-6 (Sub-No. 465X).

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(2)    Verified Petition for Exemption Pursuant to 49 U.S.C.
10502 in STB Docket No. FD-35407.
F.    Reactivation of Interstate Rail Service
(1)    Port agrees to promptly notify Sound Transit if it becomes
aware that the STB has received any other request to reactivate freight rail service other
than listed above, on all or any portion of the Property under the Railbanking Legislation
or if King County notifies the Port that it intends to terminate its Interim Trail User status.
(2)    The Port and Sound Transit understand, acknowledge and
agree that if the STB receives a request to reactivate or use of all or any portion of the
Property for federally regulated interstate freight rail service, such as by means of a
petition for reactivation and/or vacation of NITU, then the Port and Sound Transit will
cooperate in order to respond appropriately to the request to the STB, any other applicable
regulatory agency, governmental or quasi governmental body having jurisdiction or any
court, and subject to Section 5F (3) each may be required to, and will if so required, make
available some or all of their respective interests in the Property to accommodate
reactivated freight rail service. The Port shall also require King County under the Public
Multipurpose Easement dated December 18, 2009 to perform in accordance with its
reactivation responsibilities in the Public Multipurpose Easement.
(3)    The Port and Sound Transit agree that if the STB receives
a request for approval to use the Property for reactivated freight rail service, then the Port
and Sound Transit in responding appropriately to the request to the STB, any other
applicable regulatory agency, governmental or quasi governmental body having
jurisdiction. or any court, will if reactivation is required, cooperate in order to cause the
party making such request, including the Port or Sound Transit if either makes the request,
(a) to bear all costs to restore or improve the Property for reactivated freight rail service;
(b) bear responsibility to take all steps necessary to cause the relevant NITU to be vacated;
and (c) to compensate the Port and Sound Transit for the fair market value of any and all of
their respective rights or interests in the Property, or in improvements thereon that may be
destroyed, lost, compromised, or otherwise reduced in value or function when the Property
or any portion of it is put to use for reactivated freight rail service. However, the Parties
acknowledge and agree that in the event portions of the Property may be destroyed, lost,
compromised or otherwise reduced in value or function as a result of reactivated freight
service, the Parties will protect, to the extent possible, Property subject to a Planned
Easement Area, Notice of Selected Alignment, Temporary Construction Easement Area,
and Easement Area, while first offering undeveloped areas of the Property or areas
developed as a Trail for reactivated freight purposes to the extent feasible.
6)   Reserved Rights; Non-Exclusive Use.

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A.   The easement rights granted Sound Transit under this Easement
Agreement are non-exclusive. The Port reserves the right to use the Property for (i) those
uses set forth in the TUA, (ii) those uses relating to "Railbanking" the Property which uses
are specifically set forth in the Multipurpose Easement, (iii) the development, construction,
operation, maintenance, repair and/or improvement of a Trail on the Property, (whether in
its capacity as the owner of the Property, as the Interim Trail User of the Property, or as the
grantee or successor in interest to the grantee under the Multipurpose Easement), expressly 
subject to the terms, covenants, conditions and limitations set forth in Sections 2 and 3 of
the Multipurpose Easement, and (iv) any purpose not inconsistent with the easement rights
granted Sound Transit under this Easement Agreement. The Parties further agree that the
terms, covenants, conditions and limitations set forth in Sections 2 and 3 of the
Multipurpose Easement are incorporated into this Easement Agreement as though fully set
forth herein and except as otherwise expressly provided herein, each of the Parties' rights,
duties and obligations under this Easement Agreement and their respective rights to use the
Property or grant others the rights to use the Property are expressly subject to the terms,
covenants, conditions and limitations set forth in Sections 2 and 3 of the Multipurpose
Easement as though fully set forth herein and shall continue to be fully enforceable by the
Parties hereto in accordance with the terms set forth in the Multipurpose Easement on the
Effective Date even if the Multipurpose Easement is hereafter amended, modified or
terminated in whole or in part, voluntarily, involuntarily or by operation of law, except in
the event of a merger resulting from King County's acquisition of all or a portion of the
Property, in which case Exhibit C shall apply. The Parties agree that in determining their
respective rights, duties and obligations under the Multipurpose Easement and this
Easement Agreement: (a) the construction and operation of a High Capacity Transit
Facility granted Sound Transit under this Easement Agreement is a Transportation Use,
(b) Sound Transit is a Third Party Operator ("TPO"), and (c) Sound Transit shall have all
of the rights of a TPO under the Multipurpose Easement with respect to its Transportation
Use of the Property. The Port shall have the right to grant third parties ("Subsequent Third
Party User(s)") other non-exclusive uses or occupancies of the Property after the Effective
Date ("Subsequent Third Party Uses") so long as such Subsequent Third Party Uses do not
unreasonably interfere with Sound Transit's rights under this Easement Agreement and are
subject to this Easement Agreement.
7)   Sound Transit Use of Property.
A.   Use of Property Prior to Development of High Capacity Transit
Facility:
(1)    Sound Transit and its agents, employees, consultants,
contractors, subcontractors and each of their respective agents and employees (collectively, 
the "Sound Transit Parties") and their equipment and vehicles shall have the right to enter
upon the Property during reasonable hours agreed to by Port and Sound Transit for the
purposes of preparing and conducting land surveys, economic and land use feasibility
studies, structural inspections, soil, engineering, geotechnical and environmental and
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Hazardous Substances sampling, audits, inspections, studies and tests and any sampling,
audits, inspections, studies or tests required by Sound Transit to determine the physical
condition of the Property and the feasibility of the Property for the possible development,
use and operation of a High Capacity Transit Facility with reasonable prior notice and
coordination with King County and any other Authorized User. Such coordination shall
include, but not be limited to, review by the Port of testing and/or sampling plans, sharing
sampling data if requested by the Port and allowing the Port to take split samples all at the
Port's sole cost. Sound Transit shall use reasonable efforts to schedule and conduct such
due diligence investigations and activities to minimize interference with other then
authorized uses of the Property.
(2)    Sound Transit and the Sound Transit Parties may also enter
onto the Property at any time and from time to time for purposes of planning and design of
one or more High Capacity Transit Facilities with reasonable prior notice and coordination
with the Port, King County and any other Authorized User who has a right to use that
portion of the Property designated by Sound Transit in its right of entry notice. Upon
receipt of such right of entry notice, the Port, King County, the Authorized Users and
Sound Transit shall negotiate the specific terms of a Right of Entry Agreement that shall
apply to Sound Transit's use of the Property for such purpose and shall be consistent with
the terms of this Easement Agreement.
(3)    Sound Transit shall repair any damage to the Property or
any improvements located on the Property which is caused by the acts or omissions of
Sound Transit or any of the Sound Transit Parties during any such inspections, studies,
sampling or tests. Sound Transit shall remove or cause the removal of all of its trash,
debris, equipment and vehicles from the Property and shall cause the Remediation of any
Releases or other environmental damage caused by Sound Transit or any of the Sound
Transit Parties following completion of its due diligence and pre-development activities
(including proper disposal of any ground water or soil sampling and capping of any
monitoring wells installed on the Property)(provided that Sound Transit  will not be
required to cap monitoring wells if it intends to promptly commence construction of a
High Capacity Transit Facility) and shall restore the Property to substantially the same
condition as existed prior to any such inspection, study, sampling or test. Notwithstanding
the foregoing, these obligations shall not extend to, and in no event shall Sound Transit or
any of the Sound Transit Parties, be liable to the Port, any Authorized User or any third
party for:  (i) any diminution in the market value of the Property resulting from the
information disclosed by any such investigation, study, sampling or test; or (ii) any 
negligence or misconduct of the Port, King County, any Authorized User or any agent,
contractor, subcontractor, tenant, employee or consultant of the Port, King County or any
Authorized User.
(4)    This Section 7.A. shall apply to any entry on the Property
by Sound Transit outside the area of a Temporary Construction Easement Area or
Easement Area.

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B.   Sound Transit Use of Property to Develop a High Capacity Transit
Facility on the Property:
(1)    To  initiate  development  of  High  Capacity  Transit
Facilities, Sound Transit shall notify the Port in writing ("Notice of Planned Easement
Area") that it is evaluating or planning the placement of one or more High Capacity Transit
Facilities within a Planned Easement Area. The designation of a Planned Easement Area
will remain in effect until the earlier of the following: (a) Sound Transit provides the Port
with a Notice of Selected Alignment for all or a portion of a Planned Easement Area
pursuant to Section 7 B (2), or (b) a date five (5) years from the date of Sound Transit's
initial Notice of Planned Easement Area, in which case the Planned Easement Area will be
terminated.
(2)   Sound Transit may provide the Port written Notice of
Selected Alignment. Subject to the provisions in Section 7B(3) below, the provisions in
this Easement Agreement related to the Notice of Selected Alignment shall remain in
effect until Sound Transit has recorded an Easement Area and/or Temporary Construction
Easement Area within the area covered by the Notice of Selected Alignment, except that
the Notice of Selected Alignment will terminate if Sound Transit abandons its plans to
build High Capacity Transit Facilities within the area subject to the Notice of Selected
Alignment.
(3)   Sound Transit shall provide written notice to Port of its
intention to develop a High Capacity Transit Facility on the Property ("Notice of Intent to
Develop"), which notice shall identify the proposed timetable for development and
construction of such High Capacity Transit Facility, including preliminary design plans,
topographical details and a development layout, describe the portions of a previously
identified Planned Easement Area that are to comprise the Temporary Construction
Easement Area(s) and proposed Easement Area(s) and shall identify any utilities or other
improvements, if any, known by Sound Transit to be located within the Temporary
Construction Easement Area and Easement Area that will need to be relocated. Such
notice shall be provided as far in advance as reasonably possible and at a minimum no less
than 180 days prior to the anticipated construction start date.
(4)   Sound Transit and the Port shall cooperatively develop a
plan for Sound Transit's use of the Temporary Construction Easement Area and Easement
Area and other areas of the Property that may be impacted by the development and
construction of the High Capacity Transit Facility ("Development Plan").  The
Development Plan shall comply with the terms of this Easement Agreement, and shall
specifically address the impact of the proposed High Capacity Transit Facility on the
Property and any existing facilities, coordination between Sound Transit's construction
uses of the Property in the vicinity of the Temporary Construction Easement Area and
Easement Area, procedures for providing notification as to the commencement and status
of construction and start up of operations, Trail uses by the Port, King County or any other
Authorized User, any proposed relocation of a Trail Area or Trail, and features such as
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routes of access, location for construction staging, temporary Trail rerouting, construction
schedules, areas of Sound Transit exclusive uses, and measures to ensure the safety of
other users of the Property in the vicinity of the Temporary Construction Easement Area
and Easement Area. Sound Transit and the Port shall contemporaneously negotiate the
terms of the Temporary Construction Easement, which shall include the terms of the
Development Plan. If the Port and Sound Transit are unable to agree on a Development
Plan and Temporary Construction Easement within sixty (60) days of the Notice of Intent
to Develop, either Party may initiate Dispute Resolution under Section 18A (3) of this
Easement Agreement.
(5)   After completion of the Development Plan and Temporary
Construction Easement, and upon request by Sound Transit, Sound Transit and the Port
shall execute and record in the King County real property records an amendment to this
Easement Agreement to set forth the location of the Temporary Construction Easement
Area and Easement Area, and shall execute and record the Temporary Construction
Easement. These steps shall be accomplished prior to the date Sound Transit begins
construction of the associated High Capacity Transit Facilities.
(6)    Where consistent with the Port's rights under Existing
Third Party Rights agreements, the Port will direct all utilities (including utility
improvements owned by King County) to relocate their facilities to the extent necessary to
accommodate the construction, operation and maintenance of a High Capacity Transit
Facility.  Such relocation shall, where permitted under Existing Third Party Rights
agreements, be at the sole cost and expense of the affected utility except for utility
improvements owned by King County and installed on the Property as of the Effective
Date, in which case Sound Transit shall reimburse King County for its reasonable costs
and expenses associated with relocation of such King County-owned utility improvements.
(7)   When construction of the High Capacity Transit Facility is
completed Sound Transit shall provide written notice of completion to Port and shall
record a notice of termination of Temporary Construction Easement, and the Port and
Sound Transit shall execute and record an amendment to this Easement Agreement to
delete the applicable Temporary Construction Easement Area.
(8)   To the extent necessary or desirable to design, develop,
construct, operate, inspect, maintain or repair High Capacity Transit Facilities, Sound
Transit may, at its sole cost and expense, remove and dispose of railroad infrastructure
including ties and rails existing on the Property. If Port is the owner of the Property at the
time such railroad improvements are removed by Sound Transit from the Property, Sound
Transit shall pay the Port the salvage value of such railroad rails net of all costs and
expenses associated with such removal or disposal (but excluding the costs of Remediation
of any Hazardous Substances on the Property discovered during such removal) promptly 
following receipt thereof.
(9)   From the time that Sound Transit records an Easement Area
or Temporary Construction Easement Area, Sound Transit shall be permitted to fence or
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otherwise restrict access to the Temporary Construction Easement Area and Easement
Area as required for safety and control of the construction site; provided, that Sound
Transit shall provide reasonable access to the Port, any holders of Existing Third Party
Rights and Subsequent Third Party Users in the Temporary Construction Easement Area
and Easement Area.
(10)  When operations of the High Capacity Transit Facility
begins, Sound Transit shall have the right to control the access to the Easement Area,
establish rules and requirements for access to the trackway and associated stations,
terminals and passenger boarding areas, provided Sound Transit shall provide reasonable
access to facilities that remain in the Easement Area that belong to the Port, holders of
Existing Third Party Rights and Subsequent Third Party Users.
(11)  From the time that Sound Transit gives Notice of Selected
Alignment or records an Easement Area or Temporary Construction Easement Area,
neither the Port, its contractors, subcontractors, employees, tenants, subtenants or invitees,
nor any Subsequent Third Party Users nor any of their respective successors and assigns,
shall engage in any excavation, tunneling, construction, alteration, remodeling, expansion
or other development in the vicinity of an area in which Sound Transit has provided a
Notice of Selected Alignment, an Easement Area or Temporary Construction Area that
would unreasonably interfere with, disturb, or endanger the construction of, or operation,
use and maintenance of any High Capacity Transit Facilities under construction or already
constructed, would create a public safety risk, or otherwise hinder or restrict Sound
Transit's rights under this Easement Agreement.
(12)  There shall be no construction or installation of Other
Improvements (as defined in Section 8A) within any area in which Sound Transit has
given a Notice of Selected Alignment, an Easement Area or Temporary Construction
Easement Area without the prior written consent of Sound Transit, which consent shall not
be unreasonably withheld if the conditions set forth in Sections 9B (2) and 9B (3) are met
to the satisfaction of Sound Transit in the good faith exercise of its business judgment.
(13)  Port acknowledges and understands that any construction of
a High Capacity Transit Facility on the Property may be subject to a financial assistance
contract between Sound Transit and the United States Department of Transportation and/or
the Federal Transit Administration ("FTA"). Both Parties agree that the FTA or another
funding agency may request amendments to this Easement Agreement to comply with its
funding requirements. Port agrees to execute commercially reasonable amendments to this
Easement Agreement requested by the FTA or other funding agency so long as such
amendments do not increase the Port's risks or costs or otherwise cause economic
detriment to the Port. In determining what is commercially reasonable, the Parties shall
take into consideration the nature of the Property and its substantial benefit to the region as
a regional recreation trail and use for other energy efficient Transportation Uses.
8)   Review Process.

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A.   The Port, Subsequent Third Party Users and Sound Transit shall use
the following process ("Review Process") wherever a review process is required for new
facilities or expansions of existing facilities proposed within the Property by the Port or a
Subsequent Third Party User (individually and collectively "Other Improvements").
Sound Transit may impose its standard review fee upon the proponent of an Other
Improvement to cover the costs of its review, except that Sound Transit shall waive such
fee as to Other Improvements proposed by the Port or King County.
(1)   Prior to the Port, or a Subsequent Third Party installing any
facilities on the Property (such party referred to as the "Proposing Party") that are required
to be reviewed under this Easement Agreement, the Proposing Party shall send notice to
Sound Transit ("Reviewing Party") containing a description of the activities including at a
minimum preliminary design plans, topographical details, a development layout and any
other information required by this Easement Agreement. Unless a different timeframe for
review is specified elsewhere in this Easement Agreement, the Reviewing Party shall have
thirty (30) days from receipt of the notice to review and respond in writing.  If the
Reviewing Party fails to timely respond, the plans are deemed approved.
(2)   If the Reviewing Party determines that the proposed facilities
do not satisfy the requirements of this Easement Agreement, the Reviewing Party may
disapprove or approve with conditions the proposed facilities by providing the Proposing
Party with a notice (the "Dispute Notice") within the timeframe specified in Section 8A(1)
above or other applicable timeframe, specifying with particularity the basis for the claim
that the proposed facilities do not satisfy the requirements of this Easement Agreement. If
the Reviewing Party determines that the propose facilities do satisfy the requirements of
this Easement Agreement, it may approve the facilities by not responding or by timely
responding with an affirmative statement of approval.
(3)   If the Proposing Party and the Reviewing Party are unable to
resolve the dispute within thirty (30) days, they shall follow the dispute resolution process
set forth in Section 16 of this Easement Agreement, provided that any Subsequent Third
Party User shall immediately identify a Designated Representative. If the Proposing Party
and the Reviewing Party are unable to timely resolve the dispute through the dispute
resolution process in Section 16 or within such additional time as the Parties mutually 
agree, then in addition to the requirements stated therein, the Parties shall endeavor to
resolve the dispute by mediation with a mediator agreed to by the Parties. A Party shall
submit a request for mediation in writing to the other Party, and mediation shall be
conducted within thirty (30) days of such notice. The Parties agree that they shall have no
right to seek relief as to the dispute in a court of law until and unless each of these
procedural steps is exhausted. If any applicable statute of limitations will or may run
during the time that may be required to exhaust the procedural steps set forth above, the
Parties agree to seek an order to suspend any proceeding filed in a court of law while the
procedural steps set forth above are satisfied.

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9)   Review of Proposed Other Improvements
A.   As to any portion of the Property that is not designated as a Planned
Easement Area or subject to a Notice of Selected Alignment, Temporary Construction
Easement Area or Easement Area, neither the Port nor any Subsequent Third Party User
may install Other Improvements if the facilities are of such a magnitude that such facilities
would impair the ability of Sound Transit to design, construct, use, operate, inspect,
maintain or repair High Capacity Transit Facilities in a reasonably practicable manner on
the Property. "Reasonably practicable" as used in this Section 9A means capable of being
implemented in a reliable and effective manner at a cost, including any expenses associated
with relocation of facilities, that is not substantially higher than would typically be
expected for similar projects taking into account the physical characteristics of and degree
of development in the area.  Under this standard, it generally would be reasonably
practicable for Sound Transit to be obligated to share space with or relocate "Minor
Improvements" such as driveways, domestic or distribution utilities, fiber optic cables,
drainage improvements, bank stabilization structures, or landscaping improvements
("Minor Improvements") but might not be reasonably practicable for Sound Transit to
share space with or be obligated to relocate "Major Improvements" such as a Trail and
associated improvements, transmission utilities, highways, parking facilities or parking
structures or improvements for which relocation could result in substantial severance
damages or severance damages that amount to a full taking of a parcel outside the
Property.
B.   The following terms and conditions shall apply to a Party's review
of proposed Other Improvements.
(1)   As to any portion of the Property that is not designated as a
Planned Easement Area or subject to a Notice of Selected Alignment, Temporary
Construction Easement Area or Easement Area:
(i)    Only proposed Major Improvements shall be required
to be submitted to Sound Transit for review and comment and the only basis for a
comment by Sound Transit is that such proposed facility would impair the ability of Sound
Transit to design, construct, use, operate, inspect, maintain or repair High Capacity Transit
Facilities in a reasonably practicable manner on the Property. An Other Improvement that
is a Minor Improvement may also, in the discretion of the Proposing Party and the Port, be
submitted to Sound Transit for review and comment. The Port and the Proposing Party
shall reasonably consider adopting and imposing any reasonable conditions that Sound
Transit may request related to the installation of any Other Improvements.
(ii)    If a proposed Other Improvement is submitted to
Sound Transit for review and comment, the review process in Section 8.A shall apply,
except that under Section 8.A(2) Sound Transit may not disapprove or approve with
conditions, but instead may comment that it would disapprove or approve with conditions.

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(iii)   If  such  Other  Improvement  is  approved  either
through a lack of comment or affirmative statement by Sound Transit, is conditioned as
requested by Sound Transit in a comment, or is otherwise authorized under Section 9A of
this Easement Agreement, the Port shall require in any license, permit, easement or other
authorization for such Other Improvement that the Other Improvements shall be required
to be promptly relocated at Sound Transit's request and at Sound Transit's expense. If an
Other Improvement is installed in the Property that is not approved either through a lack of
comment or affirmative statement by Sound Transit or is not conditioned as requested by 
Sound Transit in a comment, and is not otherwise authorized under Section 9.A, such
Other Improvement shall be relocated at Sound Transit's request and at the expense of the
Proposing Party to the extent necessary to bring the Other Improvement into compliance
with Section 9.A.
(2)   As to any portion of the Property that is designated as a
Planned Easement Area, proposed Other Improvements shall be submitted to Sound
Transit for review and approval. With regard to such proposed Other Improvements,
Sound Transit may disapprove of or condition the proposal if it would unreasonably
interfere with the ability of Sound Transit to design, construct, use, operate, inspect,
maintain or repair High Capacity Transit Facilities that are under evaluation or proposed in
a Planned Easement Area. Sound Transit may also disapprove of or condition the proposal
in order to (i) ensure reasonable integration of the proposed Other Improvements with
proposed High Capacity Transit Facilities that are under evaluation or proposed in a
Planned Easement Area and avoid likely relocation of proposed Other Improvements as a
result of the construction of such High Capacity Transit Facilities; (ii) prevent any health
or safety risk; or (iii) ensure restoration of the Property to a condition substantially similar
to that existing prior to the alterations.  The Port shall require in any license, permit,
easement or other authorization of Other Improvements that Other Improvements installed
with Sound Transit's consent in a Planned Easement Area shall be required to be promptly
relocated at Sound Transit's request, and at Sound Transit's expense.
(3)   As to any portion of the Property that is subject to a Notice
of Selected Alignment, Temporary Construction Easement Area or Easement Area, all
proposed Other Improvements shall be submitted to Sound Transit for review and
approval.  With regard to such proposed Other Improvements, Sound Transit may
disapprove of or condition the proposal on the bases set forth in Section 9B(2) above and
in addition on the bases of failing to meet the requirements of Sections 7B(11) and (12).
The Port shall require any Other Improvements installed in an area subject to a Notice of
Selected Alignment, Temporary Construction Easement Area or Easement Area with
Sound Transit's approval to be promptly relocated at Sound Transit's request, and at
Sound Transit's expense.
C.   The Port may grant temporary use or occupancy rights to use the
Property without Sound Transit's prior review, provided such agreements expire or may be
terminated by the Port or Sound Transit, at no cost or expense to Sound Transit before
Sound Transit records a Temporary Construction Easement Area or an Easement Area.
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10)   Easement Improvements. Sound Transit shall own any improvements it
constructs within any Easement Area (collectively, the "Sound Transit Improvements").
Sound Transit shall be solely responsible for the costs of the development, operation, and
maintenance of all Sound Transit Improvements. Neither the Port, King County nor any
other Authorized User shall have any right, title or interest in any Sound Transit
Improvements. Sound Transit shall have the right to install, improve, renovate, repair,
remove or enhance the Sound Transit Improvements within a Temporary Construction
Easement Area or Easement Area without the prior written consent of the Port, King
County or any other Authorized User or participation in the Review Process.
11)   Insurance. Each Party shall carry the following policies of insurance with
respect to their activities undertaken on the Property or the Easement Area or a Temporary
Construction Easement Area:
A.   Liability Insurance. The Port and Sound Transit each agree to
maintain reasonable and customary liability insurance (or self insurance) for personal
injury, death and property damage arising out of or having to do with such Party's use,
occupancy and possession of, or acts or omissions on or about, the Temporary
Construction Easement Areas, Easement Areas and/or areas of the Property subject to
Sound Transit's rights and obligations under Section 7 of this Easement Agreement, as
applicable, and will provide the other Party with satisfactory evidence of such insurance
(or self insurance) upon request.
B.   Other Insurance. The Port shall require any entity utilizing the
Property for Trail or Transportation Uses to name Sound Transit as an additional insured
on any insurance policy maintained by such entity or required under the applicable TPO
Agreement, provided that if the entity is self-insured this requirement will be waived so
long as the Port has the right to obtain proof of self insurance.
C.   Waiver.  To the extent of any applicable commercial insurance
policies, the Parties waive their respective rights of recovery, claims, actions or causes of
action against the other Party for any loss or damage to their respective real property
interests or any personal property of such Party. Each party shall cause each commercial
insurance policy obtained by it to provide that the insurance company waives all right to
recover by way of subrogation against the other Party.
12)   Property Condition Waivers/General Indemnification.
A.   Waiver of Warranties. Subject to the Port's express representations,
warranties and obligations under this Easement Agreement, SOUND TRANSIT IS NOT
RELYING ON, AND HEREBY WAIVES WARRANTY OF MERCHANTABILITY,
HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER
REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY
KIND WHATSOEVER FROM THE PORT WITH RESPECT TO ANY MATTERS
CONCERNING THE PROPERTY including, but not limited to the physical condition
of the Property; zoning status; tax consequences of this transaction; utilities; operating
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history or projections or valuation; compliance by the Property with Environmental Laws
or other laws, statutes, ordinances, decrees, regulations and other requirements applicable
to the Property; the presence of any Hazardous Substances, wetlands, asbestos, lead, leadbased
paint or other lead containing structures, urea formaldehyde, or other
environmentally sensitive building materials in, on, or under the Property; the condition or
existence of any of the above ground or underground structures or improvements,
including tanks and transformers in, on or under the Property; the condition of title to the
Property, and the Existing Third Party Agreements affecting the Property.
B.   Indemnification by Sound Transit.  Subject to the provisions of
Sections 7, 12(C) and Section 14 of this Easement Agreement, Sound Transit shall, to the
extent permitted by law, indemnify and defend the Port against any claim, action, loss,
damage, injury or expense (including attorney's fees with or without trial and on appeal) or
proceeding brought, incurred or claimed by any person against the Port with respect to the
use by Sound Transit of the Property pursuant to Section 7 of this Easement Agreement or
the use by Sound Transit of the Property, any Temporary Construction Easement Area or
any Easement Area, the use by Sound Transit of the Sound Transit Improvements in the
operation of the High Capacity Transit System, the exercise by Sound Transit of its rights,
or the failure of Sound Transit to perform its obligations, under this Easement Agreement
or arising from the negligence of Sound Transit or its employees acting within the scope of
their employment (including, but not limited to liability imposed by law or for breach of
any statutory duty or administrative rule or regulation, or resulting in death or injury to any
person or destruction of or damage to property); provided, however, that the Port shall not
be entitled to such indemnification for any such claim, action, loss, damage, injury or
expense to the extent caused by the negligence or concurrent negligence of the Port, its
agents or employees. Sound Transit upon notice from the Port shall defend any such claim
at its expense and with counsel reasonably satisfactory to the Port. This indemnification is
for the sole benefit of the Port and shall not inure to the benefit of any third party.
C.   Indemnification by the Port. Subject to the provisions of Sections 7,
12(B) and Section 14 of this Easement Agreement, the Port shall, to the extent permitted
by law, indemnify and defend Sound Transit against any claim, action, loss, damage,
injury or expense (including attorney's fees with or without trial and on appeal) or
proceeding brought, incurred or claimed by any person against Sound Transit with respect
to the Property (other than any Temporary Construction Easement Area or any Easement
Area) or the exercise by the Port of its rights, or the failure of the Port to perform its
obligations, under this Easement Agreement or arising from the negligence of the Port or
its agents or employees acting within the scope of their agency or employment (including,
but not limited to liability imposed by law or for breach of any statutory duty or
administrative rule or regulation or resulting in death or injury to any person or destruction
of or damage to property); provided, however, that Sound Transit shall not be entitled to
such indemnification for any such claim, action, loss, damage, injury or expense to the
extent caused by the negligence or concurrent negligence of Sound Transit, its agents or
employees. The Port upon notice from Sound Transit shall defend any such claim at its

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expense and with counsel reasonably satisfactory to Sound Transit. This indemnification
is for the sole benefit of Sound Transit and shall not inure to the benefit of any third party.
D.   Additional Indemnification Provisions. Solely to give full force and
effect to the indemnification provisions contained herein and not for the benefit of any
other person, each Party specifically and expressly waives any immunity it may have under
the Washington State Industrial Act, RCW Title 51 or any other industrial insurance,
worker's compensation or similar laws of the State of Washington and acknowledges that
this waiver was mutually negotiated by the Parties hereto as part of the consideration for
this Easement Agreement. This provision shall not be interpreted or construed as a waiver
of any Party's right to assert such immunity, defense or protection directly against any of
its own employees. In no event shall either Party's indemnification obligations under this
Easement Agreement or the Purchase Agreement be limited to the extent of any insurance
available to or provided by the obligated Party.
E.   Survival. The indemnification provisions of this Section 12 shall
survive the expiration or other termination of this Easement Agreement.
13)   Condemnation. If all or any portion of any Easement Area or the Sound
Transit Improvements are damaged or taken under power of eminent domain or sold to a
condemning authority in lieu thereof, the rights and obligations of the Port and Sound
Transit and shall be determined as follows:
A.   Condemnation of All or Substantially All of any Easement Area or
the Sound Transit Improvements. If there is a taking or damaging of all or any portion of
any Easement Area or the Sound Transit Improvements located thereon by the exercise of
any governmental power, whether by legal proceedings or otherwise by a governmental
agency with jurisdiction, or a transfer by Port under threat of condemnation, or while legal
proceedings for condemnation are pending (each, a "Condemnation") such that there can
be no reasonable use of such Easement Area or the Sound Transit Improvements located
thereon in the reasonable judgment of Sound Transit, then this Easement Agreement shall
automatically terminate as to the affected Easement Area, on the date the condemning
authority has the right to possession of the property being condemned. The condemnation
award shall be allocated between the Port and Sound Transit as provided in Section 13D
below.
B.   Partial Condemnation. If only a portion of any Easement Area or
the Sound Transit Improvements located thereon shall be taken in connection with a
Condemnation and the remainder of the Easement Area and the Sound Transit
Improvements located thereon not so taken can be made useable in the reasonable
judgment of Sound Transit, then this Easement Agreement shall continue in full force and
effect as to the remainder of the Easement Area or the Sound Transit Improvements, as
applicable, and all of the terms and conditions of this Easement Agreement, shall continue
in full force and effect.

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C.   Reactivation of Rail Service. Where the STB grants a railroad's
request to reactivate rail service on all or any portion of the Property under applicable
federal law, and the Port enters into an agreement with said railroad for the use of the
affected Property subject to a reactivation order such that there can be no reasonable use of
an Easement Area or the Sound Transit Improvements located thereon in the reasonable
judgment of Sound Transit, then Sound Transit may give the Port fifteen (15) days written
notice of its intent to terminate this Easement Agreement as to the affected Easement Area,
effective on the date the railroad has the right to possession of the Property or portions
thereof subject to a reactivation order. Any compensation payments paid by the railroad
for the use of the Property subject to the reactivation order shall be allocated between the
Port and Sound Transit as provided in Section 13.D below.
D.   Condemnation Award. The Port is entitled to receive and keep all
damages, awards or payment resulting from or paid on account of a Condemnation of all or
any portion of the Property, except as provided in the following sentence. Sound Transit is
entitled to receive and keep all damages, awards or payments resulting from any loss or
damage to the rights of Sound Transit under this Easement Agreement, including the loss
of or damage to any Easement Area and/or the Sound Transit Improvements located
therein, and any moving and relocation expenses to which Sound Transit may be entitled.
In the event the condemning authority does not allocate the award between the taking of
the fee title to the Property and any Easement Area on the one hand and the taking of
Sound Transit's rights under this Easement Agreement, including the loss of or damage to
any Easement Area and/or the Sound Transit Improvements on the other hand, either Party
shall have the right to request the court for an allocation of the award. Sound Transit shall
also be entitled, solely by a separate award that does not diminish any award to which Port
would otherwise be entitled, to the cost of moving and relocating the Sound Transit
Improvements (including any personal property used in connection therewith and located
on the affected Easement Area) and any other award paid separately to Sound Transit.
14)   Hazardous Substances.
A.   Sound Transit acknowledges that the Property may contain
Hazardous Substances and that Hazardous Substances Released onto the Property may 
have migrated onto neighboring properties or Hazardous Substances Released on
neighboring properties may have migrated onto the Property prior to the Effective Date.
Port acknowledges that Sound Transit has acquired the High Capacity Transportation
Easement granted under this Easement Agreement as a protective acquisition of easement
rights for potential future development of one or more High Capacity Transit Facilities, but
has no present intention to develop a High Capacity Transit Facility on the Property and is
otherwise not in possession or control of the Property as of the Effective Date.
B.   Except to the extent the Port or its officers, employees, agents or
contractors have caused new Releases of Hazardous Substances following the Effective
Date, Sound Transit waives, releases and discharges forever the Port from any and all
present or future claims or demands and any and all damages, losses, injuries, liabilities,
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causes of action (including without limitation, causes of action in tort), costs and expenses
(including without limitation fines, penalties and judgments and attorneys fees) of any and
every kind or character, known or unknown (collectively "Losses") that Sound Transit
might have asserted against the Port arising from or in any way related to environmental
conditions in, at, on, under or originating from the Property or the alleged presence, use,
storage, generation, manufacture, transport, Release, leak, spill, disposal or other handling
of any Hazardous Substances in, on or under the Property. Losses shall include without
limitation (i) the cost of any investigation, removal, remedial or other response action that
is required by any Environmental Law, that is required by judicial order or by order of or
agreement with any governmental authority, or that is necessary or otherwise is reasonable
under the circumstances, (ii) Losses for injury or death of any person, and (iii) Losses
arising under any Environmental Law enacted after the Effective Date.
C.   Subject to the provisions of Section 7, and except to the extent
Sound Transit or its officers, employees, agents or contractors cause new Releases of
Hazardous Substances following the Effective Date, the Port waives, releases and
discharges forever Sound Transit from any and all Losses that the Port might have asserted
against Sound Transit arising from or in any way related to environmental conditions in, at,
on, under or originating from the Property other than Easement Areas and Temporary
Construction Easement Areas, including Losses related to any alleged presence, use,
storage, generation, manufacture, transport, Release, leak, spill, disposal or other handling
of any Hazardous Substances in, on or under the Property. Losses shall include without
limitation (i) the cost of any investigation, removal, remedial or other response action that
is required by any Environmental Law, that is required by judicial order or by order of or
agreement with any governmental authority, or that is necessary or otherwise is reasonable
under the circumstances, (ii) Losses for injury or death of any person, and (iii) Losses
arising under any Environmental Law enacted after the Effective Date. The Port's waiver,
release and discharge of Sound Transit pursuant to the provisions of this Section 14.C shall
not apply with respect to Losses incurred by the Port for portions of the Property that are
Easement Areas and Temporary Construction Easement Areas, provided the Releases or
other environmental conditions that caused or contributed to such Losses occur following
the date Sound Transit records in the real property records of King County such Easement
Areas and Temporary Construction Easement Areas.
D.   Nothing in this Easement Agreement shall be construed to waive or
discharge any rights or claims Sound Transit may hold under the Environmental Laws,
agreements or deeds to seek indemnity or contribution from BNSF or other parties other
than the Port for Losses arising from or in any way related to environmental conditions on
any Easement Area or Temporary Construction Easement Area. All waivers, releases and
discharges of either Party to the extent provided in this Section 14 shall survive the
expiration or other termination of this Easement Agreement.
E.   The Port shall require any entity utilizing the Property from and
after the Effective Date to assume responsibility for Remediation of any Releases of

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Hazardous Substances caused by that user of the Property on all or any portion of the
Property.
F.    In the event Hazardous Substances are discovered on the Property,
the Port or Sound Transit, as the case may be, shall promptly give notice to the other Party 
of such discovery and shall cooperate in good faith to carry out the terms of this Easement
Agreement. Except to the extent set forth in Section 14(A) through 14 (D) above, nothing
contained in this Easement Agreement is intended to waive or release any right either Party
may have under Environmental Laws, agreements or deeds to seek indemnity, contribution
or other forms of recovery or relief from any person, including, but not limited to BNSF,
for Losses arising from or in any way relating to the environmental condition of the
Property or the Release of Hazardous Substances on the Property.
15)   Breach.
A.   Remedies. In the event of any breach or threatened breach of this
Easement Agreement, the non-defaulting party shall have the right to sue for damages
and/or seek equitable remedies, including specific performance or injunctive relief.
B.   No Termination of Easement Agreement for Breach. No breach of
this Easement Agreement shall entitle either Party to cancel or otherwise rescind this
Easement Agreement or the easement granted herein; provided, however, that this
limitation shall not affect any other right or remedy that the non-defaulting Party may have
by reason of any such breach or default by the other Party to this Easement Agreement.
16)   Dispute Resolution. The Parties will work collaboratively in accordance
with the following steps to resolve disagreements arising under this Easement Agreement.
Disagreements will be resolved promptly and at the lowest level of authority. The Port and
Sound Transit shall each designate a representative to resolve disputes under this Easement
Agreement (each, a "Designated Representative") within thirty (30) days following
execution of this Easement Agreement. The Designated Representatives shall use their
best efforts to resolve disputes and issues arising out of or related to this Easement
Agreement. Each 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) 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 Representatives to resolve the issue. The Designated Representatives shall
meet within three (3) Business Days of receiving written notice of a dispute and attempt to
resolve the dispute. In the event the Designated Representatives cannot resolve the dispute
(and that dispute is not subject to some other formal appeal process), the Sound Transit
Executive Director or his/her designee and the Chief Executive Officer of the Port or
his/her designee shall meet within seven (7) Business Days of receiving notice from a
Designated Representative and engage in good faith negotiations to resolve the dispute.

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The Parties agree that they shall have no right to seek relief under this Easement
Agreement in a court of law until and unless each of these procedural steps is exhausted. If
any applicable statute of limitations will or may run during the time that that may be
required to exhaust the procedural steps set forth above, the Parties agree to seek an order
to suspend any proceeding filed in a court of law while the procedural steps set forth above
are satisfied.
17)   Priority of Easement; Assignment.
A.   Priority of High Capacity Transportation Easement.  The High
Capacity Transportation Easement granted hereby shall have priority over any and all
liens, encumbrances, easements, leases, subleases or other interests in the Property granted
or acquired after the Effective Date and shall survive transfer of the fee ownership of, or
the creation of any leasehold estate or easement affecting the Property.
B.   Binding Effect; Assignment.  The High Capacity Transportation
Easement granted under this Easement Agreement and the rights duties, covenants,
restrictions, agreements, limitations and obligations herein created shall constitute
covenants running with the land, shall burden the Property, and such covenants shall be
binding upon, and inure to the benefit of the Parties hereto and their respective successors,
assigns, mortgagees, lessees, sublessees, and each and every person who shall at any time
have a fee, leasehold, easement, license, permit, mortgage or other interest in the Property 
and, with respect to Sound Transit, any other successor owner or operator of all or any 
portion of the High Capacity Transit Facilities and/or the High Capacity Transit System.
Either Party hereto may freely assign, apportion or otherwise transfer any or all of its
rights, benefits, privileges and interests arising in and under this Easement Agreement so
long as such transferee agrees in a recordable instrument to be bound by the terms of this
Easement Agreement.
C.   No Abandonment by Non-Use. Port acknowledges that Sound
Transit's intent in entering into this Easement Agreement is to obtain protective easement
rights for potential future development of one or more High Capacity Transit Facilities on
the Property. Nothing contained in this Easement Agreement requires that Sound Transit
develop a High Capacity Transit Facility on the Property at any particular time, or if a
High Capacity Transit Facility is developed, to maintain any minimum level of transit
service. No failure by Sound Transit to either develop or operate High Capacity Transit
Facilities on the Property shall constitute an abandonment of its rights under this Easement
Agreement or give the Port the right to terminate this Easement Agreement.
Notwithstanding the foregoing, Sound Transit's duties and obligations under any
Temporary Construction Easement Agreement, except for those that survive termination
pursuant to Sections 7, 12, and 14, shall terminate upon the expiration of the term of any
Temporary Construction Easement and the Parties shall record a mutually acceptable
termination of such Temporary Construction Easement in the King County real property
records.
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EXHIBIT B
TO
RESOLUTION NO. 3652
18)   Miscellaneous Provisions.
A.   Captions. The captions and paragraph headings contained in this
Easement Agreement are for convenience of reference only and in no way limit, describe,
extend or define the scope or intent of this Easement Agreement nor the intent of any of
the provisions hereof. As used in this Easement Agreement, the masculine shall include
the feminine and neuter, the feminine shall include the masculine and neuter, the neuter
shall include the masculine and feminine, the singular shall include the plural and the
plural shall include the singular, as the context may require.
B.   Entire Agreement.  The Purchase Agreement, this Easement
Agreement and the exhibits hereto and thereto, constitute the entire agreement between the
Parties with respect to the High Capacity Transportation Easement granted under this
Easement Agreement and supersede all prior and contemporaneous agreements and
understanding between the Parties hereto relating to the subject matter hereof. In the event
there is any conflict between the terms and conditions of the Purchase Agreement and this
Easement Agreement, this Easement Agreement shall control with respect to the easement
rights intended to be granted Sound Transit under this Easement Agreement and the
Purchase Agreement shall control with respect to the Bellevue Property (as defined in the
Purchase Agreement).
C.   Amendments; Waivers.  No modification or amendment of this
Easement Agreement may be made except by written agreement or as otherwise may be
provided in this Easement Agreement. No failure by the Port or Sound Transit to insist
upon the strict performance of any covenant, duty, agreement or condition of this
Easement Agreement or to exercise any right or remedy consequent upon a breach thereof
shall constitute a waiver of any such breach of any other covenant, agreement, term or
condition. Any Party hereto, by notice and only by notice as provided in Section 18 of this
Easement Agreement may, but shall be under no obligation to, waive any of its rights or a
condition to its obligations hereunder, or any duty, obligation or covenant of the other
Party hereto. No waiver shall otherwise affect or alter this Easement Agreement and each
and every covenant, agreement, term and condition of this Easement Agreement shall
continue in full force and effect with respect to any other than existing or subsequent
breach thereof.
D.   Fair Construction. The provisions of this Easement Agreement shall
be construed as a whole according to their common meaning, not strictly for or against any 
Party and consistent with the provisions contained herein in order to achieve the objectives
and purposes of this Easement Agreement. Each Party hereto and its counsel has reviewed
and revised this Easement Agreement and agrees that the normal rules of construction to
the effect that any ambiguities are to be resolved against the drafting party shall not be
construed in the interpretation of this Easement Agreement.

-23-

EXHIBIT B
TO
RESOLUTION NO. 3652
E.   No Partnership or Joint Venture. It is not intended by this Easement
Agreement to, and nothing contained in this Easement Agreement shall create any
partnership, joint venture or other arrangement between the Port and Sound Transit except
that of parties to an easement. No term or provision of this Easement Agreement is
intended to be, or shall be, for the benefit of any person, firm, organization or corporation
not a party hereto, and no such other person, firm, organization, or corporation shall have
any right or cause of action hereunder.
F.    Severability. In case any one or more of the provisions contained in
this Easement Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Easement Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
G.   Estoppel Certificates. Each Party shall, within fifteen (15) days of a
request from the other Party, execute and deliver to the requesting Party, a written
statement confirming to the knowledge of the responding party the status of matters under
this Easement Agreement, whether all payments are current, whether any Party is in
default in its obligations under this Easement Agreement and such other matters as the
requesting Party may reasonably request.
H.   Force Majeure.  Notwithstanding anything contained in this
Easement Agreement to the contrary, any delay in the performance of any obligation under
this Easement Agreement shall be excused, if and so long as the performance of the
obligation is prevented, delayed or otherwise hindered by acts of God, fire, earthquake,
flood, explosion, actions of the elements, war, riots, mob violence, inability to procure
labor, equipment, facilities, materials or supplies in the open market, failure of
transportation, strikes, lockouts, actions of labor unions, condemnation, court orders,
operation of laws, orders of governmental or military authorities or any other causes,
whether similar or dissimilar to the foregoing, not within the control of such Party (other
than lack or inability to procure money to fulfill its commitments and obligations under
this Easement Agreement).
I.      Notices.  All notices, demands, requests, consents and approvals
which may, or are required to be given by either Party to the other Party hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally, sent by
nationally recognized overnight delivery service or by facsimile transmission, or if mailed
or deposited in the United States mail and sent by registered or certified mail, return receipt
requested, postage prepaid as follows:


-24-

EXHIBIT B
TO
RESOLUTION NO. 3652
If to Port:           Port of Seattle
Managing Director
Real Estate Division
P. O. Box 1209
Seattle, WA 98111
Facsimile:
With a copy to:      Port of Seattle
Legal Department
P.O. Box 1209
Seattle, WA 98111
Attn:  General Counsel
Facsimile: (206) 787-3205
If to Sound Transit:   Central Puget Sound Regional Transit
Authority
Union Station
401 South Jackson Street
Seattle, WA 98104-2826
Attn:  Real Estate Division, Property 
Management
Facsimile: (206) 398-5228

With a copy to:      Central Puget Sound Regional Transit
Authority
Union Station
401 South Jackson Street
Seattle, WA 98104-2826
Attn:  Legal Department
Facsimile: (206) 398-5222
or to such other addresses as either party hereto may from time to time designate in writing
and deliver in a like manner. All notices shall be deemed given three (3) Business Days
following the date when mailed or one (1) Business Day following the date when delivered
or faxed (provided the fax machine has issued a printed confirmation of receipt).
J.     Consents and Approvals.  Except where a different standard is
expressly set forth in this Easement Agreement, in any case where the consent or approval
of either Party is required by the terms of this Easement Agreement, such consent or
approval shall not be unreasonably withheld, conditioned or delayed.
K.   No Liens. Neither the Port nor Sound Transit shall create or cause
to be created any lien or encumbrance of any kind whatsoever upon the Property, the
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EXHIBIT B
TO
RESOLUTION NO. 3652
Temporary Construction Easement Areas or Easement Areas, the Sound Transit
Improvements or Sound Transit's rights under this Easement Agreement. In the event any
such lien or encumbrance is filed, the Port or Sound Transit, as applicable, agrees to
promptly discharge or cause to be discharged, every such attachment, judgment, lien,
charge or encumbrance of any nature which may be filed against the Property, the
Easement Areas, the Sound Transit Improvements or which may unreasonably interfere
with the exercise of Sound Transit's right to Temporary Construction Easement Areas or
Easement Areas pursuant to this Easement Agreement, provided such party may
reasonably and diligently contest such attachment, judgment, lien, charge or encumbrance.
L.   Recordation.   This Easement Agreement, and any and all
amendments or modifications thereof shall be recorded in the real property records of King
County, Washington, including any amendments required to set forth the location of any
High Capacity Transit Facilities and the precise location of the Easement Area and
Temporary Construction Area for each such High Capacity Transit Facility before
commencement of construction thereof.
M.  No Waiver of Eminent Domain Power. Nothing contained in this
Easement Agreement shall constitute or be construed as constituting any limitation upon
either Party's right to exercise the power of eminent domain.
N.   No Brokers. The Port and Sound Transit each represent to the other
that neither is represented by any broker, agent or finder with respect to this Easement
Agreement in any manner. Each Party agrees to indemnify and hold the other Party 
harmless from and against any and all liability costs, damages, causes of action or other
proceedings instituted by any broker, agent or finder, licensed or otherwise, claiming
through, under or by reason of the conduct of the indemnifying party in any manner
whatsoever in connection with this Easement Agreement, which indemnification shall
survive the execution of this Easement Agreement or any termination of this Easement
Agreement in whole or in part.
O.   Attorney's Fees.  In any suit arising out of this Easement
Agreement, the prevailing party, or the party which substantially prevails, as determined
by the court shall be awarded a reasonable amount for its attorney's fees and expenses of
suit.
P.    Counterparts.  This Easement Agreement may be executed in
counterparts, each of which shall constitute an original and all of which shall together
constitute but one original.
Q.   Governing Law. This Easement Agreement shall be governed by 
and construed and enforced in accordance with the laws of the State of Washington. In the
event of any litigation to enforce or interpret the right, duties and obligations of the Parties

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EXHIBIT B
TO
RESOLUTION NO. 3652
set forth in this Easement Agreement, venue of any such legal action shall be in King
County Washington.
R.   No Merger of Estates.  The easement granted herein shall not
extinguish or terminate by operation of the doctrine of merger or otherwise due to the
existence of future common ownership by Sound Transit of more than one real property
interest in all or any portion of the Property.
S.    Authority.  The Parties signing below represent and warrant that
they have the requisite authority to bind the entities on whose behalf they are signing.
IN WITNESS WHEREOF, this Easement Agreement has been executed as of the
date and year first hereinabove set forth.
"Port"
Approved as to Form:           PORT OF SEATTLE,
a Washington municipal corporation

By:                    By:
Name:                 Name:
Title:                          Title:
"Sound Transit"
Approved as to Form:           CENTRAL PUGET SOUND REGIONAL
TRANSIT AUTHORITY, a regional transit
authority of the State of Washington

By:                    By:
Name:                 Name:
Title:                          Title:




-27-

EXHIBIT B
TO
RESOLUTION NO. 3652
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that ________________________________
is the person who appeared before me, and said person acknowledged that he/she signed this instrument,
on oath stated that he/she was authorized to execute the instrument and acknowledged it as the
__________________________________ of the PORT OF SEATTLE, a Washington municipal
corporation to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
Dated: ________________________

Notary Public
Print Name
My commission expires


STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that ________________________________
is the person who appeared before me, and said person acknowledged that he/she signed this instrument,
on oath stated that he/she was authorized to execute the instrument and acknowledged it as the
__________________________________ of the CENTRAL PUGET SOUND REGIONAL TRANSIT
AUTHORITY, a regional transit authority of the State of Washington to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.
Dated: ________________________

Notary Public
Print Name
My commission expires


(Use this space for notarial stamp/seal)

-28-

SCHEDULE 1
TO EXHIBIT B
DEFINITIONS

"Authorized User(s)" means holders of an easement or other right to use a portion of the
Property, including holders of Existing Third Party Rights and Subsequent Third Party 
Users.
"Business Day" means any day except a Saturday, Sunday, legal holiday or a day on which
commercial banks in Seattle, Washington are required or authorized to be closed.
"Crossing Structures" means bridges, trestles or other similar crossing structures located in
or serving the Property.
"Easement Area" means all portions of the Property that Sound Transit records in the real
property records of King County for development, operation, maintenance or repair of a
High Capacity Transit Facility.
"Environmental Law or Laws" means any federal, state or local statute, regulation, code,
rule, ordinance, order, judgment, decree, injunction or common law pertaining in any way
to the protection of human health or the environment, including, without limitation, the
Resource Conservation and Recovery Act, the Comprehensive Environmental Response,
Compensation and Liability Act, the Toxic Substances Control Act, the Model Toxics
Control Act, the Water Pollution Control Act, laws concerning above or underground
storage tanks and any similar or comparable state or federal law.
"Hazardous Substances" means any hazardous, toxic, radioactive or infectious substances,
material or waste as defined, listed or regulated under any Environmental Law and
includes, without limitation, petroleum oil and any of its fractions.
"High Capacity Transit Facilities" means surface, underground or overhead railways,
including light railways, tramways, busways, buses, bus sets, entrained and lined buses or
other means of local transportation, including escalators, moving sidewalks, personal rapid
transit systems or other people-moving systems, transit station and related passenger
amenities, inter-modal and other passenger transfer facilities and terminals, properties and
such other facilities as may be necessary for passenger and vehicular access to and from
such people-moving systems, stations, transfer facilities, terminals, parking for Sound
Transit maintenance and operation-related uses and properties together with all related
facilities, structures, fixtures, property, equipment and accessories necessary for a High
Capacity Transit System, including rail track, equipment, maintenance facilities, customer
assistance office, ticket dispensers, and Sound Transit information displays, bus layover
facilities, utility lines, lighting, signage, ventilation structures, traction power substations,
vaults and rights of access across the Property as may be necessary for construction,
Schedule 1-1

operation, inspection, maintenance, repair and enhancement of such High Capacity Transit
Facilities. High Capacity Transit Facilities do not include public parking garages or public
roads intended for use primarily by single-passenger automobile vehicles. A High
Capacity Transit Facility is a Transportation Use as defined in the Multipurpose Easement
and this Easement Agreement.
"High Capacity Transit System" means a system of public transportation services within
an urbanized region operating principally on exclusive rights of way and the supporting
services and facilities necessary to implement such as system as further defined in
RCW 81.104 RCW.
"Interim Trail User" means King County and any of its successors and assigns in its
capacity as the holder of a Notice of Interim Trail Use issued by the Surface Transportation
Board.
"King County Wastewater Facilities" means those wastewater facilities owned and
operated by King County and located in the Property in the locations depicted on Exhibit
C-1 and listed in Exhibit C-2, attached to this Easement Agreement.
"Notice of Selected Alignment" means a written notice from Sound Transit to the Port
describing all or a portion of a previously designated Planned Easement Area that reflects
Sound Transit's selection of its final alignment for the location of the High Capacity
Transit Facilities.
"Party" means either the Port or Sound Transit, the parties to this Easement Agreement.
"Parties" means the Port and Sound Transit, collectively.
"Passenger" means any person who is not an employee of Sound Transit and who is on any 
Sound Transit High Capacity Transit Facility.
"Planned Easement Area" means a location on the Property under active consideration by 
Sound Transit or that is part of an environmental review process for evaluation as a
possible location for High Capacity Transit Facilities.
"Railbanked Segments" has the same meaning as defined in the Trail Use Agreement and
includes the Wilburton Segment.
"Railbanking Obligations" consist of those obligations imposed through Section 8(d) of the
National Trails System Act, also known as the Rails-to-Trails Act, 16 U.S.C. 1247(d), and
49 C.F.R. 1152.29 (collectively, and as any of the foregoing may hereafter be amended or
interpreted by binding judicial or administrative authority, the "Railbanking Legislation"),
the Notice of Interim Trail Use ("NITU") for the Property issued by the STB; the Trail Use
Agreement ("TUA") entered into between BNSF and Grantee for the Property under which
Grantee agrees to accept, exercise, and fulfill all of the legal rights, duties, and obligations
Schedule 1-2

of an Interim Trail User, and the Statement of Willingness to Accept Financial
Responsibility ("SWAFR").
"Regional Trail Guidelines" means the King County Regional Trails System Draft
Development Guidelines dated February 2009 along with the Addendum's thereto dated
March 24, 2009, March 25, 2009 and April 1, 2009, copies of which are available in the
offices of the King County Parks Division and the offices of the Parties.

"Release" or "Released" shall mean any releasing, spilling, leaking, pumping, pouring,
flooding, emitting, emptying, discharging, injecting, escaping, leaching, disposing or
dumping of Hazardous Substances in or into the environment (including the abandonment
or discarding of barrels, containers, and other closed receptacles containing any Hazardous
Substance, pollutant or contaminant).
"Remediation" means all activities performed in connection with or in anticipation of the
assessment, cleanup, removal, mitigation, monitoring or containment of any Hazardous
Substances to meet the requirements of applicable laws relating to the cleanup or
remediation of Hazardous Substances in light of the reasonably intended use of the portion
of the Property, or Easement Area, as applicable, at the time the Remediation commences.
The term "Remediation" also includes the defense or prosecution of any proceedings
before a court, administrative judge or tribunal or governmental agency and all
negotiations with any governmental agency or its employees or consultants relating to the
performance of Remediation, the reasonable fees and expenses (including reasonable
attorneys' fees) of the Party performing the Remediation and its attorneys and consultants.
"Sound Transit Improvements" means improvements Sound Transit constructs within an
Easement Area, including, without limitation, tracks and other High Capacity Transit
Facilities.
"Sound Transit Transportation Use" means a use by Sound Transit within an Easement
Area or Temporary Construction Easement Area pursuant to the provisions of the
Easement Agreement.
"Temporary Construction Easement" means a temporary construction easement agreement
entered into between Port and Sound Transit with respect to development or construction
of High Capacity Transit Facilities on a portion of the Property.
"Trail Area" means that portion of the Property which may hereafter be designated for
development, use, operation, maintenance, repair and improvement of a Trail in
accordance with the terms, covenants, conditions and limitations set forth in Sections 2 and
3 of the Multipurpose Easement and Exhibit C to this Easement Agreement.
"Trail Development" means the initial construction or any substantial reconstruction of a
Trail
Schedule 1-3

"TPO" means a person other than the Port or King County who has an agreement to use
the Property for Transportation Use.
"TPO Agreement" means an agreement with a person other than the Port or King County
to use the Property for Transportation Use.
"TUA" means that certain Trail Use Agreement dated December 18, 2009, by and between
King County and BNSF.














Schedule 1-4

EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
















A-1

EXHIBIT B
MAP OF PROPERTY
















B-1

EXHIBIT C
The following additional terms, covenants, conditions and limitations shall be
permanently incorporated into the Easement Agreement as to any portion of the Property
in which King County acquires the underlying interest in the Property from the Port and
shall apply to the development of a Trail by any successor in interest to King County. In 
such case, in any conflict between the body of the Easement Agreement and this Exhibit C
to the Easement Agreement, this Exhibit C to the Easement Agreement shall control;
references in the Easement Agreement to the Port enforcing or carrying out the terms of
the Multipurpose Easement shall have no effect.
The terms of this Exhibit C are intended to govern the relationship between King
County and Sound Transit with regard to dual use of the Property for Trail and
Transportation purposes, and with regard to certain County utilities within the Property. It
does not otherwise affect the County's reserved rights in the Property or Sound Transit's
rights under the Easement Agreement. As to any portion of the Property in which King
County does not acquire the underlying interest in the Property, this Exhibit C shall have
no effect.
I.     Scope of Trail Use
A.  King County in its discretion may establish a Trail Area of sufficient size
to meet the County's Regional Trail Guidelines in any location on the Property. The Trail
Area may include Crossing Structures. King County and Sound Transit acknowledge that
all or substantial portions of the Trail Area may be thirty (30) feet wide and be located on
the rail bed. The Trail Area may be used for public access and an interim or permanent
public hard and/or soft-surface regional trail for public pedestrian, bicycle, or other nonmotorized
uses ("Trail"). The Parties acknowledge that the Trail Area could be wider
where additional width is needed to accommodate all necessary slopes for cuts and fills for
the Trail; to install abutments, pilings, or other structural elements of trail bridges or
tunnels; to allow grade or other physical separation of the Trail and any active rail lines or
other uses on the Property; or to install storm water drainage or detention facilities or other
facilities required by a permitting agency in support of or as mitigation for the Trail. King
County may establish, amend or add to a Trail Area for the purposes of this Easement,
subject to the Review Process established for the review of Other Improvements.
B.  King County may use the Trail Area for all purposes necessary or
incidental to public access and King County's installation, construction, ownership, use,
operation, maintenance, inspection, repair, replacement, renovation, improvement, removal
and enhancement of a Trail, including, but not limited to, the ability to install, construct,
operate, maintain, modify, repair, replace, improve, remove and use the Trail Area for
public access and any Trail-related purposes as King County may now or hereafter deem
appropriate, including the addition, removal or replacement of Trail improvements at King
C-1

County's election, either in whole or in part with either like or different improvements. All
Trail-related improvements of any kind that are now or hereafter acquired, constructed or
installed by King County at King County's sole cost and expense within the Trail Area, or
constructed by Sound Transit for King County pursuant to this Exhibit C shall be and shall
at all times remain the property of King County. King County may also use areas outside
the Trail Area on the Property, including within a Temporary Construction Easement Area
or an Easement Area, for any ingress and egress associated with public access and all other
uses associated with a Trail, provided, such use within an Easement Area or Temporary
Construction Easement Area shall only be with Sound Transit's consent, which consent
shall not be unreasonably withheld, conditioned, or delayed if the use would not
unreasonably interfere with the construction or operation of a High Capacity Transit
Facility.
C.  King County may temporarily stage equipment and material on the
Property in and around the Trail Area (including within an Easement Area or Temporary
Construction Easement Area, with Sound Transit's prior consent, which consent shall not
be unreasonably withheld, conditioned, or delayed if the use would not unreasonably
interfere with the construction or operation of a High Capacity Transit Facility), as
reasonably necessary to construct, operate, maintain, improve or remove the Trail. King
County may construct, operate and maintain Trail crossings over, under, or across any
railroad tracks or other transportation facilities associated with a Sound Transit
Transportation Use on the Property, provided that such crossings shall be consistent with
applicable law, trail or crossing design standards and shall not unreasonably interfere with
any Sound Transit Transportation Uses on the Property, and provided further that the King
County shall be responsible for performing and paying for Custodial Activities as defined
in this Easement Agreement as to any of the crossing improvements, including any railroad
tracks or other transportation facilities in the area of the crossing that are not located within
Temporary Construction Easement Areas or Easement Areas.
D.  Prior to King County establishing, amending or adding to a Trail Area,
King County shall provide Sound Transit with (a) a description of the location of the Trail
Area and (2) a copy of all plans and specifications for a proposed Trail if any have been
prepared. Sound Transit shall review King County's proposed Trail Area as a proposed
Other Improvement according to the Review Process except that Sound Transit shall have
sixty (60) days to respond. As to any portion of the Property that is not designated as a
Planned Easement Area or subject to a Notice of Selected Alignment, Temporary
Construction Easement Area or Easement Area and is thus subject to the standards of
Section 9B(1) of the Easement Agreement, the proposed Trail Area may not be deemed to
impair the ability of Sound Transit to design, construct, use, operate, inspect, maintain or
repair High Capacity Transit Facilities in a reasonably practicable manner as that term is
used in Section 9 of the Easement Agreement. However, Sound Transit may suggest
reasonable changes to the County's proposal that would result in the future ability of
Sound Transit and King County to carry out the Transportation and Trail uses in a manner
that would reduce the need for Sound Transit to incur costs to relocate a Trail or Trail
C-2

Area. King County will reasonably and in good faith consider implementing any such
reasonable suggestions.
E.  Prior to the commencement of any Trail Development or any other
activity related to Trail Development, King County shall provide Sound Transit with (i) a
description of the location of the Trail Area, (b) a copy of all plans and specifications for
such proposed Trail Development, and (ii) a plan for coordinating the proposed Trail
Development with any High Capacity Transit Facility that is existing or under evaluation
or proposed within a Planned Easement Area, or area subject to a Notice of Selected
Alignment, Temporary Construction Easement Area, or Easement Area. Sound Transit
shall review King County's proposal as a proposed Other Improvement according to the
Review Process. As to any portion of the Property that is not designated a Planned
Easement Area, or subject to a Notice of Selected Alignment, Temporary Construction
Easement Area or Easement Area, and is thus subject to the standards of Section 9B (1),
the proposed Trail may not be deemed to impair the ability of Sound Transit to design,
construct, use, operate, inspect, maintain or repair High Capacity Transit Facilities in a
reasonably practicable manner as that term is used in Section 9 of the Easement
Agreement. However, Sound Transit may suggest reasonable changes to the County's
proposal that would result in the future ability of Sound Transit and King County to carry
out the Transportation and Trail uses in a manner that would reduce the need for Sound
Transit to incur costs to relocate a Trail or Trail Area. King County will reasonably and in
good faith consider implementing any such reasonable suggestions.
F.   If King County proposes a Trail Development within a Planned
Easement Area the Parties shall, in addition to the requirements set forth in Sections D and
E above, cooperate in good faith to mutually agree on the location of the Trail Area and
Trail within the Planned Easement Area and consistent with the terms of the Easement
Agreement in order to avoid delaying the County's Trail Development until such time as
Sound Transit determines to record the Temporary Construction Easement Area and
Easement Area.
G.  The Parties encourage one another to informally consult and cooperate
with one another in developing plans for Transportation Use and Trail facilities as early
and often as reasonably possible in order to achieve the dual Transportation Use and Trail
uses that are intended under the Easement Agreement at a reasonable cost. In light of the
environmental review processes that public entities follow, the Parties may request
comment from one another on alternatives under development for or consideration
pursuant to such processes. In such case, the responding Party shall reasonably respond as
appropriate under the circumstances considering the level of information available at the
time. Any such response shall not be considered consent or approval under the terms of
the Easement Agreement.
H.  In the event Sound Transit provides a Notice of Selected Alignment in an
area where Trail Development has not commenced and Sound Transit does not provide
C-3

King County with a Notice of Intent to Develop within one year after providing the Notice
of Selected Alignment, Sound Transit and King County shall at King County's request
consult to determine as precisely as possible the location of the Trail Area consistent with
the Easement Agreement and the time at which King County can construct the Trail. To
make this determination, Sound Transit and King County shall use currently available
plans and information and will make a joint determination within sixty (60) days of King
County initiating the process. If King County and Sound Transit are unable to make this
joint determination within this sixty (60) day period, either party may initiate Dispute
Resolution under Section 8A(3) of the Easement Agreement. In this joint determination
process, Sound Transit and King County will consider the probable timeframe in which
Sound Transit construction will occur, the likely impacts of Sound Transit construction on
development of the Trail in any existing or relocated Trail Area, and whether it is
reasonable to construct a temporary Trail within any existing Trail Area for future
relocation during Sound Transit construction. If the development of Sound Transit's High
Capacity Transit Facility within the area subject to a Notice of Selected Alignment will
require Trail Area relocation outside the Property, Sound Transit shall provide the
relocated Trail Area for use by King County no later than three (3) years after the Notice of
Selected Alignment. The provisions in this Section H are in addition to the provisions of
Sections I.D and E, and do not limit the ability of King County to also elect to proceed
under Sections I.D and E.
I.    King County shall, at its sole cost and expense, comply with all
stormwater requirements for Trail Development to the extent any such requirements are
applicable to King County's Trail Development
II.    Trail Use and Transportation Use of Property.
King County understands, acknowledges, and agrees that Sound Transit may 
undertake Transportation Use of the Property consistent with the terms of this Easement
Agreement
A.   Trail Area Relocation.
(i)     In the event Sound Transit provides a Notice of Intent to Develop a
portion of the Property for a Sound Transit Transportation Use in a manner that would
unreasonably interfere with King County's then existing Trail or Trail for which Trail
Development has commenced on a portion of the Property, then Sound Transit shall
relocate the Trail and Trail Area, at Sound Transit's sole cost and expense, in a condition
and to another location consistent with King County's Regional Trail Guidelines in effect
on the Effective Date, the development standards and conditions of other regional trails
within King County, and the Railbanking Obligations, which other location may, to the
extent consistent with the Railbanking Obligations be outside of the Property, provided,
Sound Transit makes a good faith effort to designate a location that is reasonably close to
the Property, and provided further, that the width and condition of the relocated Trail need
not exceed the width and condition of the existing Trail regardless of the Regional Trail
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Guidelines or development standards and condition of other regional trails within King
County. Such relocation shall include reasonable operational, safety, and/or aesthetic
improvements and structures such as bridges, trestles, Crossing Structures, Trail crossings,
ingress and egress areas, berms, grade separation, fencing and/or landscaping. If no Trail
Development has commenced when Sound Transit provides a Notice of Intent to Develop,
then Sound Transit shall establish at its sole cost and expense a Trail Area in another
location consistent with King County's Regional Trail Guidelines in effect on the Effective
Date, the development standards and conditions of other regional trails within King
County, and the Railbanking Obligations, which other location may, to the extent
consistent with the Railbanking Obligations be outside of the Property, provided, Sound
Transit makes a good faith effort to designate a location that is reasonably close to the
Property. In addition, the Trail Area location shall be of sufficient width and grade within
which King County may develop or construct a trail that is consistent with King County's
Regional Trail Guidelines in effect on the Effective Date, the development standards and
conditions of other regional trails within King County, and the Railbanking Obligations,
and within which may be located reasonable operational, safety, and/or aesthetic
improvements and structures such as bridges, trestles, Crossing Structures, Trail crossings,
ingress and egress areas, berms, grade separation, fencing and/or landscaping.
(ii)    Notwithstanding the provisions of paragraph IIB (i), there may be
rare circumstances requiring Sound Transit to relocate a Trail and/or Trail Area, where
there is no reasonably practicable alternative for such relocation within the Property or
outside the Property consistent with Section IIB(i) of this Exhibit C. In such an unusual
case, the relocation may be to standards less than required by Section IIB(i) of this Exhibit
C, so long as the Trail results in, and the Trail Area is sufficient for, a minimum ten feet of
paved surface with at least one-foot wide shoulders on either side. "Reasonably
practicable" as used in this Section IIB(ii) shall mean capable of being implemented in a
reliable and effective manner at a cost, including any expenses associated with property
acquisition, that is not substantially higher than would typically be expected for similar
trail projects in areas of King County or  other jurisdictions that have physical
characteristics of and a degree of development similar to the area where Trail and/or Trail
Area relocation is required.
(iii)   In any Notice of Intent to Develop, Sound Transit shall propose the
manner in which it will accomplish any relocation of a Trail Area and/or Trail. Sound
Transit shall take reasonable steps to avoid disruption of Trail use during construction or
other activities on an established Trail, and where disruption is not reasonably avoidable, it
shall mitigate such disruption through the provision of detours or other means of bypassing
the construction or other activity areas.
(iv)   Notwithstanding provisions of this Paragraph B to the contrary, in
no event shall Sound Transit be required to provide a relocated Trail Area or Trail in a
width that exceeds the width of the Property from which the King County Trail Area or
Trail is being displaced.
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(v)   Notwithstanding provisions of this Paragraph B to the contrary,
Sound Transit shall not be responsible for relocating, or the cost of relocating, a Trail or
Trail Area that is displaced, closed, removed or destroyed as a result of a reactivation
order.
B.   If a portion of the Property is subject to a Sound Transit Transportation Use
when King County commences Trail Development, then King County shall be responsible
for installing barriers to separate such portion of the Property from the Trail Area. If
Sound Transit has commenced Transportation Use of a portion of the Property that is
adjacent to a portion of Trail Area where Trail Development has commenced, then Sound
Transit shall be responsible for installing barriers separating such portion of the Property
from the Trail Area. King County and Sound Transit shall jointly determine the type and
scope of barriers (e.g. jersey barriers, fencing, or grade separation) or other measures
reasonably needed to separate the Trail Area from the Transportation Use, which barriers
shall at a minimum meet any applicable regulatory standards; provided, that after initial
barrier installation is completed, King County shall be responsible, at King County's sole
cost and expense, to inspect, maintain and replace any barriers or other measures that will
separate the Trail Area from the Sound Transit Transportation Use unless such barriers are
within an Easement Area, in which case Sound Transit shall be responsible, at Sound
Transit's sole cost and expense, to inspect, maintain and replace any barriers or other
measures that will separate the Trail Area from the Sound Transit Transportation Use.
Before either Sound Transit or King County may take any action that would require a joint
determination under this Section II.B, it shall initiate negotiation of such joint
determination through written notice to the other party accompanied by a detailed
description of the proposed barriers. Thereafter Sound Transit and King County shall
negotiate in a good faith and reasonable manner to reach agreement.  The joint
determination shall be made within sixty (60) days after the initiation of negotiation. If the
joint determination is not made within that time, either Sound Transit or King County may 
start dispute resolution using the process set forth in Section 18A(3) of the Easement
Agreement or other mutually acceptable dispute resolution process.
III.   Custodial Activities.
A.   Custodial Activities and Transportation Use.
(i)    "Custodial Activities" are those activities that a Property owner
would reasonably take to manage the Property in order to keep the Property in a physical
condition suitable for its use, to maintain the physical integrity of the Property, to prevent
health and safety hazards, and to manage public access in a manner appropriate for the
Property's use, which may range from allowing public access to prohibiting such access,
depending on circumstances. Custodial Activities include both "Routine Maintenance"
and "Capital Improvements." "Routine Maintenance" includes, but is not limited to,
inspecting the property, litter and garbage pick up, brush and hazardous tree trimming or
removal, drainage maintenance or repair, and fencing or signage maintenance: "Capital
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Improvements" includes capital investments in the Property that go beyond Routine
Maintenance, including, but not limited to, the installation of fences, barriers, or signs, or
the repair of a washout on the Property. Custodial Activities do not include any activities
related to granting or managing easements, leases, permits, franchises, occupancy
agreements, licenses or other agreements demising space in, providing for the use or
occupancy of, or otherwise similarly affecting or relating to the Property, which activities
shall be the sole responsibility of the County or the then fee owner of the Property .
(ii)    A Sound Transit Transportation Use is undertaken when Sound
Transit records an Easement Area or Temporary Construction Easement Area pursuant to
the provisions of the Easement Agreement; and a Transportation Use is terminated when
such use ceases and (a) Sound Transit records a termination of Easement Area or
Temporary Construction Easement Area.
B.   Performance of Custodial Activities.
Custodial Activities will be performed and paid for in the following manner
depending on the uses present on the Property. The Party obligated to carry out Custodial
Activities will conduct the Custodial Activities in a manner that complies with Railbanking
Obligations, that complies with this Easement Agreement, and that meets that Party's needs
for the use of the Property. Unless otherwise imposed by the terms of this Easement
Agreement, as between the County and Sound Transit, the Party with the obligation to
carry out Custodial Activities in this Section III.B is not responsible for ensuring that the
Property is maintained in a condition that is suitable for the needs of the other Party.
(i)    In any segment of the Property where there is no Sound Transit
Transportation Use, King County shall be responsible for performing and paying for all
Custodial Activities.
(ii)    In any segment of the Property where there is Sound Transit
Transportation Use, King County shall be responsible for performing and paying for all
Custodial Activities on the Property except within a Temporary Construction Easement
Area or Easement Area. Sound Transit shall be responsible for performing and paying for
all Custodial Activities within a Easement Area or Temporary Construction Easement
Area.
C.   Custodial Activities Following Termination of Transportation Use.
If and when Sound Transit Transportation Use is terminated on a segment of the
Property, then King County shall resume performing Custodial Activities for such
segment.
D.   Railbanking Obligations.

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(i)    The Property shall be subject to the Railbanking Obligations so long
as it remains in Railbanked status. King County shall comply with and Sound Transit shall
not violate the Railbanking Obligations for so long as the Property remains in Railbanked
status.
(ii)    In the event King County determines that it is no longer reasonably
practicable to carry out Railbanking Obligations because of actions taken by Sound Transit
or any other entity using or claiming ownership of the Property, due to abandonment
outside the Property of a segment of rail line connecting the Property to the national rail
system, or due to catastrophic physical damage to the Property that would require
exorbitant costs to address, then King County may notify Sound Transit in writing no less
than 180 days before the date that it intends to notify the STB that King County will no
longer serve as the Interim Trail User for all or a portion of the Property and to request that
King County's Railbanking Obligations be extinguished as to the identified portion of the
Property pursuant to the Railbanking Legislation. King County shall, if requested by 
Sound Transit, cooperate to transfer, as to the identified portion of the Property, its Interim
Trail User status and the property rights necessary for an Interim Trail User to carry out the
Railbanking Obligations to a replacement Interim Trail User. King County will transfer
such property rights at no cost to the replacement Interim Trail User so long as the
property rights would revert to King County if Railbanking ever terminates and the
Property is abandoned.
(iii)   If King County conveys the Property or an interest in the Property to
another party for the purpose of that party developing and operating a Trail, King County
may also transfer its Interim Trail User status to such transferee, provided, that such
transferee agrees in a recordable instrument to be bound by the terms of this Easement
Agreement, including specifically the terms of this Exhibit C.
(iv)        The Parties recognize and agree that a portion of the
Property between milepost 10.6 and 11.25 ("Wilburton Segment") has not been subject to
Interim Trail Use and the Railbanking Obligations, but rather was abandoned with the
approval of the STB prior to the Port's acquisition of the Property.  The Wilburton
Segment is a critical link in the maintenance of the remainder of the Property in
compliance with the Railbanking Obligations.  Therefore, the Wilburton Segment is
subject to the terms of this Easement Agreement as if it was subject to Interim Trail Use
and the Railbanking Obligations.
E.   Insurance and Indemnification.

(i)    Sound Transit shall name King County as an additional insured on
any insurance policy maintained by Sound Transit related to any Sound Transit
Transportation Use.

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(ii)    If Sound Transit uses the Property for rail-based or fixed guideway 
Sound Transit Transportation Use, it shall indemnify, hold harmless and defend King
County from any and all obligations imposed by Railroad Unemployment Insurance Act
(45 U.S.C.A.  351 et seq.), Railroad Retirement Act (45 U.S.C. 231 et seq.), Railway 
Labor Act (45 U.S.C. Sec. 151 et. seq.), Federal Employers Liability Act (45 U.S.C. Sec
51 et. seq.), common carrier obligations pursuant to (49 U.S.C. Sec. 10101 et. seq.), and
any Federal rail safety legislation, that arise from such Sound Transit Transportation Use
of the Property.
F.   County Utility Rights.
(i)           There are currently King County Wastewater Facilities
located in the Property in the locations set forth on Exhibit C-1, attached hereto and
incorporated herein.  Those facilities are authorized by a variety of instruments and
agreements listed on Exhibit C-2, attached hereto and incorporated herein. King County 
will continue to have the rights and obligations set forth in such instruments and
agreements vis--vis Sound Transit even if such rights would otherwise be terminated
through the doctrine of merger. In addition, King County shall have the right, and Sound
Transit shall not unreasonably interfere with the right to operate, maintain, repair, and
replace the existing King County Wastewater Facilities on the Property. This section does
not limit the ability of King County to exercise its reserved rights more generally to install
new or expanded Wastewater facilities, subject to the Review Process.
(ii)          In the event Sound Transit provides a Notice of Selected
Alignment and Sound Transit does not provide King County with a Notice of Intent to
Develop within one year after providing the Notice of Selected Alignment, then King
County shall have the right to submit for review under the Review Process new or
expanded Wastewater facilities that will be subject to the standards applicable to any
portion of the Property that is designated as a Planned Easement Area under Section 9.B
(2).






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