Exhibit A to: 
Draft  MEMORANDUM OF UNDERSTANDING 
Regarding Joint Appraisal of Woodinville Subdivision 


February __, 2010 
Mr. Kurt Engstrom, Senior Review Appraiser 
King County Department of Natural Resources 
Resource Lands & Open Space Section 
201 S. Jackson Street, Suite 600 
Seattle, Washington 98104-3855 
RE:   BNSF EASTSIDE CORRIDOR APPRAISAL IN KING AND SNOHOMISH
COUNTIES, WASHINGTON 
Dear Mr. Engstrom: 
As requested, we have reviewed information relating to the property referenced
above for the purpose of estimating a fee and timing for completion of  a
Self-Contained Appraisal Report. The purpose of our report is to provide an opinion
of market value of the corridor property identified as the Woodinville Subdivision. 
The report will include all applicable approaches to value and comply with USPAP, 
as well as the Uniform Act (but is not intended to be a Yellow Book compliant
document). 
The subject is comprised of over 400 acres of land situated in two counties and
several cities.  It can also be identified as the Eastside Corridor for reference
purposes. The Appraisal assignment is complex in that the property includes a
nearly 40-mile corridor, deemed excess to the needs of BNSF, and recently sold to
the Port of Seattle. The majority of the property has been rail-banked while the
northern segment remains in freight use. The Appraisal will consider the widely
divergent property characteristics  and development potential among various
portions of the corridor.
This appraisal work will be carried out consistent with the MOU entered into by the 
Parties intending to acquire or retain interests in the Property, which MOU is
attached to this letter.  Phase 1 of the assignment will include an appraisal report
that will provide an opinion of market value for the property based on the condition
in which it was acquired by the Port of Seattle. In addition, Phase 1 of the
assignment will allocate the value of the Woodinville Subdivision among the four
separate segments of the Woodinville Subdivision as identified in the MOU, i.e. the
Freight Portion; the County Portion of the Redmond Spur subject to the existing
Railroad Right of Way License; the City Portion of the Redmond Spur; and the
Southern Portion.


5A_APP_LETTER.DOCX - February 18, 2010

Phase 2 of the assignment will reflect more specific allocations or otherwise provide
opinions of market value of the various, specific interests that are expected to be
acquired by the Parties.  Direction on the scope of the Phase 2 work will be
determined subsequently by the Parties. The Phase 2 work may be included in an
addendum to the initial appraisal report. 
With regard to the highest and best use analysis, particularly in the northern
segment, the valuation may require assistance from our subconsultant, Stone
Consulting. Such consulting may entail 1) an updated valuation of the trackage
improvements and potentially 2) analysis of the Going Concern value premise.
While a specific scope has not yet been determined, you have provided budget 
authorization of up to $20,000 should these services be necessary.  The scope of
work for this subconsultant will be determined by me as part of the highest and
best use analysis. 
A Draft Self-Contained Appraisal Report can be completed within 60 days of
authorization to proceed. The fee quote for this Phase 1 work product is $54,000 
plus the Stone Consulting allowance. The fee will include two meetings during the
appraisal process. Additional meetings, if necessary, will be billed on a time and
materials basis. Hourly rates range from $60-$125 for Associates and $250 for
Principals.
The fee for Phase 2 is quoted at $9,500 based on the expected scope. This estimate
may be adjusted with your approval depending on the ultimate scope of the Phase 2
work. 
It is expected monthly invoicing will occur based on time and materials.  This fee
quote and timing is valid for two weeks from the date of this letter. 
Consistent with your request for a proposal related to this property, you will be
provided drafts of any report or addendum. In addition, you will be provided twelve
copies of any draft or final report or addendum. 
As this is an updated report, much of the property information is known; however, 
updates to studies and information generated in the past two years would also need
to be considered. In order to proceed with this assignment, we need the following
information: 
1.   Updated Copies of title work, if any. 
2.   Mapping of Corridor to be based on information provided in 2007 analysis
unless notified otherwise. 
3.   Description of the various Parties interests/easements. 
4.   Copy of existing County public multipurpose easement. 
5.   Copy of recent Purchase and Sale Agreement and Donation Agreement
between BNSF, the Port of Seattle and King County. 
6.   Copy  of  the  Reserved  Freight  Easement  and  the  Operations  and
Maintenance Agreement on the Freight Portion, and a copy of the Railroad
Right of Way License on the County Portion of the Redmond Spur. 
7.   Acknowledgement, if appropriate, that property is to be evaluated as if free
of hazardous materials. 
8.   Name and number of contact person(s) for inspection. 


Allen Brackett Shedd 
5A_APP_LETTER.DOCX - February 18, 2010 - Copyright  2008

Thank you for your consideration of Allen Brackett Shedd for this assignment. We
look forward to the opportunity of working with you again. Please call if you have
any questions. 
Sincerely, 
ALLEN BRACKETT SHEDD 

S. Murray Brackett, MAI 
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Allen Brackett Shedd 
5A_APP_LETTER.DOCX - February 18, 2010 - Copyright  2008