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MEMORANDUM OF AGREEMENT 
NO. GCA 4444 
ALASKAN WAY VIADUCT AND 
SEAWALL REPLACEMENT PROGRAM 
BORED TUNNEL ALTERNATIVE 
This agreement ("Agreement") for the Alaskan Way Viaduct and Seawall Replacement
Program ("AWVSRP") is made and entered into between the State of Washington ("State") and
the Port of Seattle ("Port"), collectively the "Parties" and individually the "Party." 
WHEREAS, in the 1950s, the City of Seattle ("City") and the Washington State Department of
Transportation jointly designed and built the Alaskan Way Viaduct ("Viaduct") to accommodate
passenger and freight mobility into the foreseeable future; and 
WHEREAS, the central waterfront section of the Viaduct is a critical north-south transportation
facility of regional, state and national significance, one of two limited access routes through
Seattle's urban core carrying more than 100,000 vehicles daily; and 
WHEREAS, the Duwamish and Interbay industrial areas in Seattle are served by the SR 99
corridor and constitute a significant portion of Seattle's maritime and industrial sector which
accounts for more than 120,000 jobs and an estimated $28.5 billion in annual revenue city-wide;
and 
WHEREAS, in 2001 the Nisqually earthquake damaged the Viaduct and Seawall; and 
WHEREAS, the Viaduct and Seawall are at risk of sudden and catastrophic failure in an
earthquake and are nearing the end of their useful lives; and 
WHEREAS, various studies conducted have determined that it is not feasible to upgrade the
existing Viaduct structure to modern transportation standards, and a failure to replace the
Viaduct capacity would result in unacceptable congestion for freight and other traffic within the
harbor and industrial areas; and 
WHEREAS, in March 2007, the Washington State Governor, the King County Executive, and
the Mayor of Seattle pledged to advance a series of key SR 99 projects (Moving Forward
Projects) that will facilitate the removal and/or repair of key portions of SR 99, which are Yesler
Way Vicinity Stabilization Project, Electrical Line Relocation, Battery Street Tunnel Fire and
Life Safety Upgrades, SR 99 Lenora to Battery Street Tunnel Improvements, the SR 99 South
Holgate Street to South King Street Viaduct Replacement Project, and Transit Enhancements and
Other Improvements; and 
WHEREAS, in 2008 the State and its partners agreed to guiding principles for replacing the
Viaduct: improve public safety; provide efficient movement of people and goods now and in the
future; maintain or improve downtown Seattle, regional, Port and state economies; enhance
Seattle's waterfront, downtown and adjacent neighborhoods as a place for people; create
solutions that are fiscally responsible; and improve the health of the environment; and 

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1/27/10 Final Draft agreed to by Port and State staff, subject to Commission review and approval 

WHEREAS, in 2008 the State and its partners considered public comment from 16 meetings of a
stakeholder advisory committee made up of representatives from business, labor, environmental,
and neighborhood interests and more than one thousand public comments collected during
quarterly public meetings; and more than 50 community briefings; and 
WHEREAS, on December 15, 2008 the Port of Seattle Commission (Port Commission) cited the
advantages of a sub-surface option and approved a motion calling for further study of a subsurface
option coupled with surface and transit improvements; and
WHEREAS, in January 2009, the Governor of Washington state, the Mayor of Seattle and the
King County Executive jointly recommended replacing the Viaduct with a bored tunnel beneath
downtown Seattle in conjunction with improvements in surface streets and transit service, and
Port of Seattle CEO, Tay Yoshitani, endorsed the deep-bore tunnel concept; and 
WHEREAS, the Washington State Legislature passed ESSB 5768 and the Governor signed the
bill into law designating and funding the Bored Tunnel Program as the replacement for the
Viaduct; and 
WHEREAS, in October 2009, the City and the State entered into a Memorandum of Agreement
agreeing to principles to proceed with the AWVSRP; and 
WHEREAS, the State and the Port are committed to a replacement for the Viaduct that will
improve transportation access to and through the waterfront, including access for over eight
million annual ferry riders, ensure connectivity between the Interbay, Ballard and Duwamish
industrial areas and Seattle-Tacoma International Airport, including a corridor for oversized
vehicles, provide access to port cargo, fishing and cruise facilities, minimize construction
disruption, and increase opportunities for the public and freight to access the shoreline and
waterfront; and 
WHEREAS the Port's international trade, aviation, economic development, tourism and
passenger terminal activities are vital to the economic growth of the region and the state,
supporting nearly 194,000 jobs in the region, and the State and the Port support infrastructure
improvements necessary to achieve growth in trade and jobs and increase our region's
competitiveness in global markets; and 
WHEREAS the Viaduct corridor is crucial to the region's freight mobility because it provides for
1.5 million freight trips annually by grade-separation of through traffic, rail lines and industrial
corridors near the Port's marine terminals, which support the movement of $30 billion in
international and domestic cargo through the Port each year; and 
WHEREAS the improvements to the surface street system in the vicinity of the corridor segment
from S. Holgate Street to King Street are designed to increase access to Terminal 46 and other
port waterfront facilities ; and 


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WHEREAS the Port is funding projects that are part of or complement the AWVSRP and which
will provide capacity for future growth and improved safety, including the East Marginal Way
Overpass, Spokane Street widening, Duwamish Intelligent Transportation System (ITS) and the
SR 519 South Seattle Intermodal Access Project Phase 2; and 
WHEREAS, the parties recognize the uniqueness of the City's Mercer Corridor West Project
(Mercer Corridor West) in providing access for freight, cruise buses and public transit, and the
need to sustain north-south mobility in the period following completion of the tunnel and during
construction of waterfront street improvements. 
NOW, THEREFORE, the Parties agree to the following principles to proceed with the
AWVSRP: 
I.      GENERAL PRINCIPLES: 
A. The Port supports the proposed AWVSRP with the bored tunnel alternative and
related system improvements, as the design which affords essential transportation
capacity, significant environmental benefits, and minimizes construction-related
disruption on the waterfront. 
B. The Port recognizes the economic importance of an efficient SR 99 roadway network
with complementary system improvements for the effective movement of freight and
goods locally, nationally and internationally. 
C. The Port and State will continue to work collaboratively toward the successful
completion of the AWVSRP. 
D. Complementary system upgrades to the transportation system will be completed,
including SR 519, Spokane Street Widening, Mercer Corridor from Interstate 5 to
Elliott Avenue, East Marginal Way Overpass, North Argo Access, Duwamish
Intelligent Transportation Systems, Seawall Replacement (or rehabilitation), and
transit enhancements. 
E.  The State and the Port will work together to review funding plans by the City and
King County for their implementation the aforementioned complementary elements
of the AWVSRP. 
II.     RESPONSIBILITIES: 
A. STATE: 
1.  The State shall endeavor to open the bored tunnel for operation by the end of
2015. 
2.  The AWVSRP will be designed to provide functionality equal to or better than
what is available today to facilitate efficient movement of freight and other
traffic on the west side corridors of the Seattle transportation system from the
Duwamish neighborhood to Ballard-Interbay and protect access to fishing,
cruise and other Port facilities. 

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3.  The design of the north and south portals and their connection to the street
system shall be designed to accommodate freight movements and provide
access for buses serving the port's cruise facilities. The State will coordinate
with the Port prior to making any changes to the design elements reviewed by
the Port under II B below. 
4.  The State shall work to minimize and mitigate its construction impacts on Port
activities, customers and tenants, and will coordinate with the Port and its
tenants to ensure productive operations during construction. 
B. PORT: 
1.  Port staff shall participate in timely review and comment of the State's design
elements of the tunnel and north and south portals and the Central Waterfront
surface street to ensure adequate connection to freight and cruise facilities 
2.   Port staff shall participate in the State's planning for construction mitigation
and maintenance of traffic.
III.    FUNDING: 
A. STATE: 
As defined by ESSB 5768, the total state contribution for AWVSRP is $2.4 billion in
state funds and $400 million in toll revenue for a total state contribution of $2.8
billion toward the following state program elements: 
1.  The proposed bored tunnel from north of S. Royal Brougham Way to Harrison
Street; and 
2.  Surface street connection from S. King Street along Alaskan Way to Elliott
and Western avenues, ending at Battery Street, including replacement of the
Marion Street pedestrian overpass; viaduct removal; Battery Street Tunnel
decommissioning; and 
3.  Completion of the Moving Forward Projects; and 
4.  Central Waterfront Construction Mitigation. 
B. PORT: 
To the extent feasible and authorized by the Port Commission, the Port shall fund or
procure funding within the life of the project not to exceed $300 million toward the 
state's program elements, except as described in Section 4 below: 
1.  Funding must be for elements that will improve transportation access to and
through the waterfront; ensure connectivity for freight and cruise-related
vehicles between Interbay, Ballard and Duwamish industrial areas, Interstate 5 
and Interstate 90 and Seattle-Tacoma International Airport; provide access for
port cargo, fishing and cruise facilities; minimize construction disruption; and
increase opportunities for the public and freight to access the shoreline and
waterfront. 
2.  The Port will take steps to obtain funding as described herein while retaining
at all times the strategic financial capability to meet its overall public
obligations: maintaining current assets; responding to emerging customer or
market demands; continuing significant environmental remediation and

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restoration projects; and maintaining sufficient transportation access in and
around its facilities.
3.  The Port and State acknowledge that contributions will be made during the
life of the AWVSRP but no funds are being authorized by the Port
Commission upon approval of this Agreement. The Parties intend to request
authorization from the Port Commission for a portion of the Port's
contribution to AWVSRP as early as possible in 2010. 
4.  The sum of $25 million will be counted toward the Port's $300 million
contribution to the AWVSRP as follows: 
a.  Up to $19 million for existing or recently completed Port funding
commitments on transportation projects related to the SR 99 system
(such as the East Marginal Way Overpass, SR 519 Phase 2, the
Spokane Street Viaduct, and the Duwamish ITS). 
b.  The remaining $6 million will be allocated to those projects
complementary to the AWVSRP, such as Mercer Corridor West, as
negotiated by the Parties. Allocation of the $6 million under this
subsection will be based upon valid data and traffic analysis agreed to
by the Parties. 
5.  A funding plan describing the specific timing and amounts of the Port's
contribution over the life of the AWVSRP will be developed by the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last day
and year written below. 
PORT OF SEATTLE              STATE OF WASHINGTON 
By: __________________________         By: __________________________ 
Print:_________________________          Print: _________________________ 
Title:_________________________         Title: _________________________ 
Date: _________________________         Date: _________________________ 

APPROVED AS TO FORM: 
___________________________ 
By (print) 
____________________________ 
Signature 
Assistant Attorney General 
Date: _______________________ 

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