ATTACHMENT 1, Version 2                                                   Item No: 10a_attach_1
Date of Meeting: February 8, 2022

Port
of Seattle


MEMORANDUM OF UNDERSTANDING
FOR INTERGOVERNMENTAL COOPERATION BETWEEN THE PORT OF
SEATTLE AND THE CITY OF SEATTLE FOR FUTURE ROADWAY REPAIR AND
ROADWAY CONSTRUCTION PROJECTS LOCATED WITHIN SEATTLE'S HEAVY
HAUL NETWORK

This Memorandum of Understanding ("MOU") is entered into by the PORT OF SEATTLE, a
port district and Washington municipal corporation ("Port"), and the CITY OF SEATTLE, a
Washington municipal corporation ("City"), (collectively the "Parties").
WHEREAS, import containers that are shipped by rail from the Port can exceed weight
limits allowed on state highways and local streets; and
WHEREAS, the Port is served by two intermodal rail hubs-the Burlington Northern
Railway's Seattle International Gateway and Union Pacific's Argo Yard-that require containers
to be trucked (drayed) on local streets from the Port's marine terminals; and
WHEREAS, local transload businesses that reconsolidate container loads may also
receive heavy import containers that must be trucked from the marine or rail terminals; and

ATTACHMENT 1, Version 2

WHEREAS, to address this conflict, other West Coast ports, including Los Angeles,
Long Beach and Tacoma, have created heavy haul networks to move cargo over short distances
at low speeds within their harbor areas on standard marine chassis; and

WHEREAS, the City's existing load limits put the Port at a competitive disadvantage
with other West Coast ports; and

WHEREAS, Chapter 46.44 of the Revised Code of Washington authorizes the City to
issue a special permit authorizing the applicant to operate or move a vehicle or combination of
vehicles of a load exceeding the maximum weight upon City rights of way; and

WHEREAS, a heavy haul network will create a better working environment for truck
owners and shippers by enabling them to compete more effectively for cargo by reducing costs
and expediting the movement of goods, without compromising safety; and

WHEREAS, shippers, truck owner-operators, trucking companies, railroads and the Port
have an interest in increasing cargo volumes through the city and are requesting the
establishment of a heavy haul network linking marine terminals to local railheads and nearby
transload facilities; and

WHEREAS, the City, Port, and the State of Washington have made significant
investments to maintain and improve access to and from the marine port with rebuilt roadways,
new bridges, and new road connections; and

WHEREAS, the City supports the Port's efforts to enhance its competiveness in
international and national trade; and

WHEREAS, the City wants to implement transportation related measures that will grow
Seattle's diverse economy and support living wage jobs; and

WHEREAS, the City and Port agree that creating a heavy haul network, allowing
overweight trucks serving Port facilities to operate on the network under permit, will result in
some accelerated damage to existing roadways and additional cost for future roadway repair and
rebuilding projects within the Heavy Haul Network; and

WHEREAS, RCW 53.08.330 and 53.08.340 authorize the expenditure of Port funds in
conjunction with plans of the local jurisdiction in order to upgrade, improve or repair roads
serving Port facilities; and

WHEREAS, the City and Port agree that implementing a heavy haul network will
require an enforcement officer to monitor the network and ensure the safety for all roadway
users;
NOW THEREFORE, in consideration of mutual promises and covenants contained
herein, the Parties hereby agree to the terms and conditions as follows:

1.0     ADOPTION OF HEAVY HAUL NETWORK LEGISLATION

1.1      The City will make its best effort to adopt heavy haul legislation in 2015.

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ATTACHMENT 1, Version 2


1.2     To support the legislative process, the Port will satisfy all reasonable requests from the City
for supporting materials and information regarding Port operations.

1.3     This MOU will commence ("Commencement Date") on the effective date of City heavy
haul network legislation that includes all of the following elements:

i.     The adopted heavy haul network legislation includes all routes contained in
Attachment A to this MOU, incorporated herein by this reference; and

ii.    The adopted heavy haul network legislation allows for a maximum tandem
drive axle weight of forty three thousand (43,000) pounds and a maximum
gross vehicle weight of ninety eight thousand (98,000) pounds;

2.0    DETERMINING THE IMPACT OF OVERWEIGHT TRUCKS

2.1     The City and the Port engineers agree that allowing overweight trucks that serve Port
facilities on the roadways that connect Port marine terminals to local railheads and nearby
transload facilities, identified on Attachment A to this MOU ("Heavy Haul Network"), will
result in some accelerated damage to such roadways and additional costs for future
roadway repair or rebuilding projects within the Heavy Haul Network, described as
follows:

i.    Accelerated damage  of existing roadways  is  estimated  to  be  equal  to
approximately ten percent (10%) of the cost to repair said roadway; and

ii.     Additional project costs for roadway repair and construction projects is
estimated to be equal to approximately ten percent (10%) of the cost of said
project.

2.2     The City and Port agree that the City and Port will jointly commission and pay equal shares
for the actual costs of a study to determine the actual impacts to the Heavy Haul Network
by trucks with Heavy Haul Network permits serving Port facilities and moving cargo
within the Heavy Haul Network, including additional costs for future roadway repair and
rebuilding projects within the Heavy Haul Network ("Study").
i.      The City and Port must commission the Study within two (2) months of the
Commencement Date.
ii.      The consultant hired by the City to conduct the Study will, among other
things, complete a count of overweight vehicles using the Heavy Haul
Network.

iii.    The Study must be complete within six months of the Commencement Date
of this MOU.

iv.     The Port will reimburse the City for its equal share ofthe Study costs within
thirty (30) days of receiving a copy of the Study and the City's request for
reimbursement.

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ATTACHMENT 1, Version 2


2.3.    The City and Port agree that, in order to determine future impacts to the Heavy Haul
Network by by trucks with Heavy Haul Network permits serving Port facilities, the Study
will be updated every (5) five years and be issued before June 30, 2021, 2026, and 2031
(collectively, the "Study Updates").

24   The City and Port agree that all dollar figures contained within this MOU will be adjusted
to current dollars for each of the Study Updates. The dollar figures will be updated using
the Consumer Price Index provided by the United States Bureau of Labor Statistics or its
Successor.

3.0    PORT FINANCIAL COMMITMENT

3.1      Subject to Section  1.3, the Port agrees to pay the City up to Two Hundred and Fifty
Thousand Dollars ($250,000) in support of the Heavy Haul Network implementation and
operations through 2017, detailed as follows:

i.     Upon adoption of the Heavy Haul Network legislation, not to exceed Ninety
Thousand Dollars ($90,000) to account for one-time start-up costs, including
an enforcement vehicle, portable truck scales, and direct administrative costs to
establish the new Heavy Haul Network permit type. The Port will reimburse the
City no later than thirty (30) days after the Port's receipt of a letter from the
City documenting actual, direct start-up costs payable under this subsection
3.1(0).

ii.     In  2016,  not  to  exceed Ninety Thousand  Dollars  ($90,000)  towards  the
difference between annual Heavy Haul Network permit revenues and annual
Heavy Haul Network direct operational costs.

iii.     In  2017,  not to  exceed  Seventy Thousand  Dollars  ($70,000) towards  the
difference between annual Heavy Haul Network permit revenues and annual
Heavy Haul Network direct operational costs.

iv.     All requests for payment by the City under subsections 3.1(ii) and (iii) will
include a letter from the City identifying the applicable annual Heavy Haul
Network permit revenues and the annual Heavy Haul Network direct
operational costs.  The Port will make payment to the City no later than thirty
(30) days after receiving the information required in this subsection 3.1(iv).

3.2     Subject to Section 1.3, the Port agrees to pay the City a minimum of Ten Million Dollars
($10,000,000) and maximum of Twenty Million Dollars ($20,000,000) over the next
twenty (20) years to account for accelerated damage to existing roadways within the Heavy
Haul Network by trucks with Heavy Haul Network permits serving Port facilities, and
additional costs for future roadway repair or rebuilding projects within the Heavy Haul
Network, subject to the following:

i.     The City and the Port will, by agreement, develop a list and schedule for Heavy
Haul Network project(s).

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ATTACHMENT 1, Version 2


ii.     Ifthe Study shows that accelerated damage to existing roadways by trucks with
Heavy Haul Network permits serving Port facilities, and additional costs for
future roadway repair or rebuilding projects within the Heavy Haul Network
totals between Ten Million Dollars ($10,000,000) and Twenty Million Dollars
($20,000,000), the Port will pay the City in accordance with the provisions of
Section 3.2.

iii.     If the Study or any of the Study Updates shows that accelerated damage to
existing roadways by trucks with Heavy Haul Network permits serving Port
facilities, and additional costs for future roadway repair or rebuilding projects
within the Heavy Haul Network totals either less than Ten Million Dollars
($10,000,000) or more than Twenty Million Dollars ($20,000,000), the Port and
City agree to renegotiate the terms of this MOU.

iv.     The Port's contributions under this Section 3.2 will not exceed Two Million
Dollars ($2,000,000) during any single calendar year during the term of this
MOU, unless the Port Commission and the City agree to a greater amount to
achieve the goals of this MOU.

When developing designs for roadway repair and rebuilding projects within the
Heavy Haul Network, the City will consult with the Port during conceptual
design and at regular intervals during design and construction. The City will
make every effort to devise project design components that maintain efficient
freight movements throughout the Heavy Haul Network. Where feasible, such
designs will consider separation of transportation modes to preserve and
enhance multi-modal safety and mobility.

vi.     The Port will not be required to make any contributions under this Section 3.2
before the City has certified that a Heavy Haul Network project has reached
substantial completion by sending the Port a copy of the Seattle Department of
Transportation  Engineer  letter  to  the  City's  contractor  establishing  the
substantial completion date, as required by the City's standard specifications
for construction projects. The City and the Port will agree on the minimum
advance notification to the Port of a particular project's substantial completion
and the Port reserves the right to request inspection of any such project prior to
issuance of substantial completion.

All requests for payment by the City under this Section will include a letter
from the City identifying the project,  itemizing project categories  and
expenditures that support reimbursement to the City for actual direct costs
incurred by the City on a Heavy Haul Network project.  The Port will make
payment to the City no later than thirty (30) days after receiving the information
required in this Section.

vi.     In the event the Port secures funding from other non-City sources for the Heavy
Haul Network roadway repair and construction projects, the amount of such
funding will be credited against the Port's obligations under this Section 3.2.

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ATTACHMENT 1, Version 2


4.0    DURATION

4.1     This MOU will commence on a date consistent with the requirements of Section 1.3 and
will remain in effect until December 31, 2035, unless earlier terminated in accordance with
Section 5.1.

5.0    AMENDMENT AND TERMINATION

5.1     The MOU may be terminated prior to December 31, 2035, only by a written instrument
executed by each of the parties hereto.  If it is impracticable to perform under the MOU
due to a change in the law, the parties will first seek to amend the MOU; if amendment is
not possible, the MOU may be terminable by either party.

6.0     SUCCESSORS AND ASSIGNS

6.1     This MOU will be binding and inure to the benefit ofthe Parties hereto and their respective
successors and assigns.

6.2    Neither this MOU nor any term or provision hereof, or any inclusion by reference, will be
construed as being for the benefit of any party not a signatory hereto (except for any
successors and assigns thereto). No other person or organization will have any right of
action based upon any provision of this MOU.

7.0    DISPUTE RESOLUTION

7.1     If disputes occur, the City and Port will designate representatives for the purpose of
resolving disputes that arise under this Agreement:

7.2    The Designated Representatives will use their best efforts to resolve disputes between the
parties. If the Designated Representatives are unable to resolve a dispute, the responsible
department directors will review the matter and attempt to resolve it. If they are unable to
resolve the dispute, the matter will be reviewed by the chief executive officer of each party
or his or her designee. The parties agree to exhaust each of these procedural steps before
seeking to resolve disputes in a court of law or any other forum.

7.3     In any action by a party hereto required to enforce this MOU, each party should bear its
own costs including attorney's fees and all reasonable costs and expenses incurred as a
result of a breach of this MOU, and of bringing or defending the suit.

8.0    NOTICES

8.1     Any notice required or permitted to be given pursuant to this MOU will be in writing and
will be deemed to have been duly given when delivered in person or upon receipt after
dispatch by certified or registered first class mail, postage prepaid, return receipt requested,
to the party to whom the same is so given or made, to the addresses set forth in Section 8.0,
or to such other address as any party may designate by giving notice to the other party
hereto.

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ATTACHMENT 1, Version 2


9.0    INDEMNIFICATION AND HOLD HARMLESS

9.1     Each of the Parties will protect, defend, indemnify, and save harmless the other Party, its
officers,  officials,  employees,  and  agents,  while  acting  within  the  scope  of their
employment as such, from any and all costs, claims, judgment, and/or awards of damages,
arising out of, or in any way resulting from, each of the Party's own negligent acts or
omissions.  The City will also protect, defend, indemnify and save harmless the Port, its
officers, officials, employees and agents ("Port indemnified parties"), from any and all
costs, claims, judgment and/or awards of damages, arising out of, or in any way resulting
from the design, permitting, or construction of the Heavy Haul Network projects. No Party
will be required to indemnify, defend, or save harmless the other Party,  its officers,
officials, employees and agents if the claim, suit, or action for injuries, death, or damages
is caused by the sole negligence of the other Party. Where such claims, suits, or actions
result from the concurrent negligence of the Parties, the indemnity provisions provided
herein will be valid and enforceable only to the extent of a Party's own negligence. Each
of the Parties agrees that its obligations under this Section extend to any claim, demand
and/or cause of action brought by, or on behalf of, any of its employees or agents. For this
purpose, each of the Parties, by mutual negotiation, hereby waives, with respect to each of
the other Party only, any immunity that would otherwise be available against such claims
under the Industrial Insurance provision of Title 51 RCW.

9.2.    In the event of legal action challenging the Port's  legal authority to provide funding
assistance to the Heavy Haul Network projects, the Port, in its sole discretion, may defend
such legal action or may tender the defense to the City within ten (10) business days after
the service of such legal action. Failure to tender the legal action to the City as provided
herein will constitute a waiver of Port's right, if any, to seek indemnity for the claims
asserted therein.

9.3     The indemnification, hold harmless, and/or waiver obligations described in this Section
will survive the termination of this MOU. In any action to enforce the provisions of this
Section, the prevailing Party will be entitled to recover its reasonable attorney's fees and
costs incurred from the other Party.

10.     RECORDS RETENTION AND AUDIT

10.1    The Port or its designee will have the right to inspect, audit and/or copy records supporting
or pertaining to the Port's funding contributions to the Heavy Haul Network throughout
the term (and any extensions) of this MOU and accounting thereof for the purpose of
determining anything that is of consequence to this MOU.

10.2   The City will retain the records pertaining to or supporting the Port's funding contributions
to the Heavy Haul Network for the periods required below. The City will also ensure that
relevant wage, payroll and cost records of all contractors, subcontractors and suppliers at
all tiers will be retained and open to similar inspection or audit for the periods required
below:


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ATTACHMENT 1, Version 2


i.     During the progress of work related to the Heavy Haul Network projects
receiving Port funds;

ii.    For a period of not less than six (6) years after the termination of this MOU;
provided that if the Port uses debt to provide funding contributions to the Heavy
Haul Network, the City will retain those records necessary to address an audit
for the period required under applicable regulations for the use of debt; and

iii.     If any claim, audit, or litigation arising out of, in connection with, or related to
this MOU is initiated, all documents and records will be retained until such
claim, audit or litigation involving the records is resolved or completed,
whichever occurs later.

10.3   The City, its contractors, subcontractors and suppliers will make a good faith effort to
cooperate with the Port and its designees when the Port gives notice of its need to inspect
or audit records referenced in this Section 10. Cooperation will include assistance as may
be reasonably required in the course of inspection or audit, including reasonable access to
personnel with knowledge of the contents of the records being inspected or audited so that
the information in the records is properly understood by the persons performing the
inspection or audit.   Cooperation will also  include establishing a specific mutually
agreeable timetable for making the records available for inspection by the Port and its
designee. Unless otherwise agreed, ifthe City, its contractors, subcontractors and suppliers
cannot make at least some of the relevant records available for inspection within twenty-
eight (28) calendar days of the Port's written request, cooperation will necessarily entail
providing the Port with a reasonable explanation for the delay in production of records.

11.0   GENERAL PROVISIONS

The parties will work to expeditiously answer requests for information and to provide
approvals or consents provided for in this MOU. The parties agree to take further actions
and execute further documents, either jointly or within their respective powers and
authority, to implement the intent of this MOU. The Parties agree to work cooperatively
with each other to achieve the mutually agreeable goals as set forth in this MOU.

11.2   This MOU will be interpreted, construed and enforced in accordance with the laws of the
State of Washington. Venue for any action under this MOU will be King County,
Washington.

11.3   Each Party will  be responsible for its own  costs,  including legal  fees,  incurred  in
negotiating or finalizing this MOU unless otherwise agreed in writing by the parties.

11.4   This MOU may be amended only by a written instrument executed by each of the parties
hereto.

11.5   This MOU constitutes the entire agreement ofthe parties with respect to the subject matters
of this MOU, and supersedes any and all prior negotiations (oral and written),
understandings and agreements with respect hereto.

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ATTACHMENT 1, Version 2


ATTACHMENT A: STREETS TO BE INCLUDED WITHIN HEAVY HAUL NETWORK

Street                         From                          To
South Atlantic Street            Alaskan Way South             Ist Avenue South
Colorado Avenue South       South Atlantic Street          South Massachusetts Street
South Massachusetts Street     Colorado Avenue South        1st Avenue South
Ist Avenue South              South Atlantic Street           South Holgate Street
Alaskan Way South           South Atlantic Street          South Holgate Street
East Marginal Way South      South Holgate Street          Diagonal Avenue South
South Holgate Street            1st Avenue South              6th Avenue South
6th Avenue South             South Massachusetts Street     South Holgate Street
South Hanford Street           East Marginal Way South      Occidental Avenue South
1st Avenue South              South Hanford Street          South Spokane Street
Occidental Avenue South      South Hanford Street          South Horton Street
South Horton Street            1st Avenue South              3rd Avenue South
13th Avenue SW             SW Florida Street            North to street end
SW Florida Street              16th Avenue SW               11th Avenue SW
11th Avenue SW             SW Florida Street            SW Lander Street
16th Avenue SW             SW Florida Street            Klickitat Avenue SW
Klickitat East Roadway        16th Avenue SW               13th Avenue SW
Avenue SW
Klickitat West Roadway       16th Avenue SW              13th Avenue SW
Avenue SW
SW Spokane North Roadway   13th Avenue SW             SW Spokane Street
Street
SW Klickitat South Roadway   13th Avenue SW              SW Spokane Street
Way
South Spokane Street Ramp    East Marginal Way South      South Spokane Street
West Marginal Way SW      26th Avenue SW             SW Spokane Street
SW Spokane Street            Chelan Avenue SW           East Marginal Way South
South Spokane SR Street       South Spokane Street          East Marginal Way South
Spokane Duwamish Bridge    South Spokane Street         Duwamish Avenue South
RP                                          Bridge
Duwamish Avenue South      Spokane Duwamish Bridge    East Marginal Way South
Bridge                        RP
Diagonal Avenue South        East Marginal Way South      South Oregon Street
South Oregon Street           Diagonal Avenue South        Denver Avenue South
Denver Avenue South         South Oregon Street          Utah Avenue South
South Spokane Street          East Marginal Way South      Airport Way South
Airport Way South            South Spokane Street          South Edmunds Street
South Edmunds Street         Airport Way South            7th Avenue South



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ATTACHMENT 1, Version 2


11.6   Section headings are intended as information only, and will not be construed with the
substance of the section they caption.

11.7   In construction of this MOU, words used in the singular will include the plural and the
plural the singular, and "or" is used in the inclusive sense, in all cases where such meanings
would be appropriate.

11.8   This MOU may be executed in several counterparts, each of which will be deemed an
original, and all counterparts together will constitute but one and the same instrument.

IN WITNESS WHEREQOF, each of the Parties has executed this MOU by having its authorized
representative affix his/her name in the appropriate space below:

CITY OF SEATTLE                   PORT OF SEATTLE

By:JZ   Date' * & += By:\ 2 JFs. e32018
Edward B. Murry, Mayor                   Ted J. Fick, Chief Executive Officer
City of Seattle                                     Port of Seattle











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