1/27/22 Final Proposal, subject to Commission review and approval 

Item No: 10a_attach_2 
Date of Meeting: February 8, 2022 
MEMORANDUM OF UNDERSTANDING BETWEEN 
PORT OF SEATTLE AND CITY OF SEATTLE 
REGARDING 
EAST MARGINAL WAY CORRIDOR IMPROVEMENT PROJECT 
This Memorandum of Understanding (the "MOU") is made and entered into by the PORT OF SEATTLE, a
port district and municipal corporation of the State of Washington ("Port"), and the CITY OF SEATTLE, a 
municipal corporation of the State of Washington ("City"). The Port and the City are also referred to in this
MOU collectively as "the Parties", and individually as a "Party." As used in this MOU, "Project" means the 
construction of improvements on the City of Seattle's East Marginal Way Corridor North Segment
between S Spokane St and S Atlantic St. Potential future projects in the Central and South segments
may be the subject of future collaboration. 
RECITALS 
WHEREAS, East Marginal Way is a Major Truck Street and a component of the Heavy Haul
Network, and has provided access within the Duwamish industrial area for general purpose and freight
traffic for many years; and 
WHEREAS, East Marginal Way is also a significant corridor on the citywide bicycle network; and 
WHEREAS, this arterial has experienced collisions and fatalities in recent years; and 
WHEREAS, the Port and the City entered into the Heavy Haul Agreement on October 30th, 2015 
(the "Heavy Haul Agreement") titled "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" in which the Port agreed to pay funds to the City
in an amount to be determined by a Heavy Haul Network Study for future roadway repair or rebuilding
projects; and 
WHEREAS, the Port and City jointly funded and completed a Heavy Haul Pavement Report in
February 2019, which determined the Port's Heavy Haul Network funding contribution to the City will be 
$10,154,000 million, and also documented a PCI of 23 for this segment of East Marginal Way; [The
Pavement Condition Index (PCI) is a standardized evaluation method that uses a numerical index
between 0 (lowest) and 100 to indicate the general condition of a pavement. The pavement rating of this
segment represents a very poor condition with limited life span]; and 
WHEREAS, the Port's funding responsibility is meant to compensate for the additional cost of
more rapid deterioration of the roadways in the Heavy Haul Network; and 
WHEREAS, the City has consulted with the Port during design of the improvements to East
Marginal Way, which includes reconstructing the roadway and separating transportation modes to
preserve and enhance multi-modal safety and mobility; and 
WHEREAS, the City will replace the pavement between Massachusetts/Holgate and Spokane St
and raise it to Heavy Haul standards and construct a two-way protected bike lane (PBL) on the east side
from S Atlantic St to S Spokane St, bike path improvements on the western side from S Horton to S
Spokane St, a diagonal bicycle crossing at S Horton St and intersection redesign and improvements for
safety at S Hanford St, as well as lighting and landscaping along the PBL; and 
WHEREAS, the project provides a clear benefit to the Port and the industrial areas of the
Duwamish Manufacturing and Industrial Center; and

1/27/22 Final Proposal, subject to Commission review and approval 
Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

WHEREAS, the Port has supported continuing grant applications by the City for state or federal
grants; 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 servicing port
facilities; and 
WHEREAS, City assets (such as sidewalk, hydrants, and street lighting) currently exist on Port
property within areas licensed to the Northwest Seaport Alliance (NWSA) along the eastern property line,
outside of the existing security fence and utilities are maintained by the City; and 
WHEREAS, the Project will improve safety for truck and car drivers, bicyclists and pedestrians by
separating modes and facilitating truck turning movements, while providing environmental benefits to air
quality and stormwater facilities; and 
WHEREAS, the Project will support both existing and new jobs in the Duwamish Manufacturing-
Industrial Center and construction is forecast to create over 300 direct and indirect jobs; and 
WHEREAS, this MOU is consistent with and in furtherance of the Heavy Haul Agreement of
October 30th, 2015; 
NOW, THEREFORE, in consideration of mutual promises and covenants contained herein, the Parties
hereby agree as follows: 
1.   SCOPE OF WORK 
1.1. Project Title: East Marginal Way Improvement Project - North Segment. 
1.2. Description: The Project includes improvements for freight mobility and the safety of all users on
the North Segment of the East Marginal Way Corridor:
A.  Reconstruction of the East Marginal Way S roadway to heavy haul standards from
approximately S Massachusetts St to S Spokane St 
B.  Terminal 25S driveway redesign and reconstruction 
C.  Rebuilt intersection, traffic signal and potential railroad crossing relocation at S Hanford St,
improving signal operations and safety 
D.  New signalized diagonal bicycle crossing at East Marginal Way S and S Horton St improving
safety and truck turning radii 
E.  2-way protected bike lane on the east side of the street between S Atlantic St and S Spokane
St that improves the safety of all users of the corridor by separating trucks from bikes 
i)   From S Atlantic St to approximately S Massachusetts St, this bike lane would be under
the SR-99 Viaduct 
ii)   From S Massachusetts St to approximately S Holgate St, the bike lane would be to the
east of East Marginal Way with a significant buffer from the roadway 
iii)  From S Holgate St to S Hanford St, and in some sections between S Hanford and S
Spokane St, the bike facility will be adjacent to the roadway but buffered by a concrete
barrier or by a planting strip 
F.   Multi-use path on the west side of the street between S Horton St and S Spokane St 
G.  Civil and signal adjustments as needed at S Atlantic St and S Spokane St to accommodate
the protected bike lane 
H.  Lighting and landscaping along the 2-way protected bike lane 
I.   Rebuilding the sidewalk on the west side of East Marginal Way S adjacent to the roadway
reconstruction north of S Horton St 

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Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

J.   Replacing the existing water main in areas where the roadway will be reconstructed north of
S Horton St, will be a concurrent project element, funded by Seattle Public Utilities. 
The SDOT construction cost of this scope of work is currently estimated to be $38.13 million,
subject to further design. 
1.3. Anticipated Schedule: Construction of North Segment is currently anticipated to occur between
2022 and 2025. 

2.   TERMS AND CONDITIONS 
2.1. Implementing Agency: As the implementing agency the City shall ensure Project compliance with
the State Environmental Policy Act (SEPA) and National Environmental Policy Act (NEPA), and
the City shall be responsible for obtaining all necessary permits and/or agreements. The City
shall be responsible for accomplishing all aspects of the Project scope in Section 1.2. 
2.2. Contact Persons: The Parties to this MOU shall designate person(s) to act as liaison for the
Project during construction. The contact persons shall meet on a mutually agreed upon,
scheduled basis at a frequency appropriate to the phase and status of the Project. 
2.3. Schedule/Scope: The scope and schedule for the Project will be mutually agreed upon by the
Federal Highways Administration (FHWA), the Washington State Department of Transportation
(WSDOT) and other funding partners. Construction change orders that do not change Project
functionality and benefits to the Port, or the overall scope or general schedule of the Project will
not require coordination or documentation with the Port. Any changes to the functionality of the
Project and benefits to the Port, as described in Section 1.2, and further illustrated by the
description of Project benefits, and the Project plan as provided in Exhibits B and C shall require
coordination with the Port. (See Exhibit B - Project Benefits and Exhibit C  Typical Cross
Section and Project Plan, attached.) The Port's funding is contingent on the Project being
constructed as described in Section 1.2. 
2.4. Construction Coordination and Specifications: The City wil l include language in the contract
specifications that govern the contractor's coordination with POS, NWSA and tenants including
property access, driveway closures and maintenance of traffic on City right of way. The City will
coordinate with the Port and the NWSA on the language, with input from tenants coordinated by
the NWSA as necessary. 
2.5. Public Involvement: The City shall be responsible for the public involvement and/or community
outreach process for the Project. The City shall develop a Community Outreach Plan for the
Project with the Port and other stakeholders in the Project. 

3.   CITY WORK ON PORT PROPERTY (Temporary Construction Easements (TCEs) and Long-term
Maintenance) 
3.1. The City's design improves City assets on portions of three parcels of Port property along the
western margin of the public right of way and the eastern edges of Port properties. This will
require Temporary Construction Easements (TCEs). 
3.2. The parties have agreed upon compensation to the Port for the TCEs through an appraisal process. 


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1/27/22 Final Proposal, subject to Commission review and approval 
Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

3.3. East Marginal Way TCE valuation 
North Segment TCEs 
Parcel        Square Footage           TCE Payment 
PP-10              540               $600 
PP-12           21,134           $164,600 
PP-17A          14,101           $125,400 
Total TCE Payments      $290,600 
The general locations of the property to be provided under TCEs ("Property") is shown in
Exhibit B. 
3.4. The City will negotiate a maintenance easement, with the Port or the NWSA as appropriate within
two years of the completion of the Project, for necessary access to maintain assets that are on
Port property to include: sidewalk, protected bike lane, and signal equipment (Seattle
Department of Transportation (SDOT)), hydrants and service connections (Seattle Public Utilities
(SPU)), and street lighting poles and handholes (Seattle City Light (SCL)). Maintenance
easements will be provided at no cost to the City, provided the installed location of the
infrastructure, as depicted on City "as-built" plans, does not substantially burden the property or
prevent Port or NWSA tenants from using the property. 
4.   PROJECT COST REIMBURSEMENT AND FUNDING 
Except for the Port's contributions as herein described, all Project costs shall be borne by the City,
including but not limited to the costs of design and permit review of the project; environmental
investigation, clean up and any remedial costs; and replacement, repair, relocation of utilities made
necessary by construction of the Project. The City, at its sole cost and expense, shall secure and
maintain in effect, all federal, state and local permits and licenses required for the construction of the
Project, including, without limitation, crossing, zoning, building, health, environmental, and communication
permits and licenses.
Based on the 2019 Heavy Haul Pavement Report, the Heavy Haul agreement calls for a Port contribution
of $10,154,000 toward the cost of Heavy Haul Network roadway repair or rebuilding projects. Based on
the Heavy Haul Network project list and schedule developed as Exhibit F, the City and Port agree that
East Marginal Way Improvement Project will receive up to Five-Million Five Hundred Thousand Dollars
($5,500,000) in total toward the Project. The Project and future payments will be subject to the following
conditions: 
4.1. The City will complete all environmental review and permitting and resolve any appeal or legal
challenge. 
4.2. The Port and City continue to work together to ensure that the Project developments during
construction meet the needs of both Parties including, but not limited to, construction staging and
local freight circulation. 
4.3. The Project is constructed as described in Section 1.2. 
4.4. The Port's total contribution is not to exceed Five Million, Five Hundred Thousand Dollars
($5,500,000) toward the Project's construction costs. 
4.5. Progress Report: For any cash payments, the City shall provide the Port with a copy of the
WSDOT/FHWA approved project schedule, and final engineer's estimate that includes contract
bid items or summary of values. At the time application for payment is made, the City shall
provide to the Port a progress report. The progress report will include a narrative describing the

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Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

project progress since the last report, an updated project construction schedule showing the
current progress and percent completion of the project, and a tabulation of the construction
progress payments made so that percentage of the project completion can be determined.
Consistent with the Heavy Haul Agreement Paragraph 3.2.v, the progress report will also identify
the project and itemize project categories and expenditures that support reimbursement to the
City for actual direct costs incurred by the City on this Heavy Haul project. 
Total SDOT construction cost is currently estimated to be $38.13 million, subject to further
design. 
4.6. (See Exhibit D, Summary Estimates of Cost and Funding Shares, attached.) The Port shall
make three payments as follows: 
a.   The first payment of Two Million, Two Hundred Thousand Dollars ($2,200,000) shall occur
after the City has made progress payments totaling at least 50% of the total project cost that
includes heavy haul construction (Element A in Section 1.2). This is expected in
approximately 2023-2024.
b.   The second payment of Two Million, Two Hundred Thousand Dollars ($2,200,000) shall
occur upon Substantial Completion of the Project, as defined in the Construction Contract, as
issued by the City to the Contractor. This is expected approximately one year later. 
c.   The final payment of One Million, One Hundred Thousand Dollars ($1,100,000) shall occur
upon Final Acceptance as defined in the Construction Contract. This is expected
approximately one year after Substantial Completion. 
d.   This payment schedule supersedes the requirement in Paragraph 3.2.iv of the Heavy Haul
Agreement limiting annual contributions to Two Million Dollars ($2,000,000) during any single
calendar year.
4.7. The City shall notify the Port that the project has reached Substantial Completion by forwarding
that notification. Upon receipt of the letter, the Port reserves the right to request an inspection of
the Project to confirm the project improvements, as defined in Section 1, Scope of Work, are in
place and fully operational. 
4.8. The Port's third and final payment will be based on total construction costs estimated at the time
of Final Acceptance. In the event the total construction cost at the time of the City's Final
Acceptance as defined in the Construction Contract is less than the estimated Total Construction
Cost at Final Design (60% design shown in Exhibit E), the Port's total funding contribution shall
be adjusted by a percentage that represents the proportional share of $5,500,000 to the Total
Construction Cost unless otherwise agreed to by the parties in writing. 
5.   AMENDMENT 
Either Party may request changes to the provisions contained in this MOU. Any change s to this MOU
must be mutually agreed to by both Parties, in writing and executed with the same formalities as the
original MOU.
6.   NOTIFICATION 
Any notice required or permitted to be given pursuant to this MOU shall be in writing, and shall be sent
postage prepaid by U.S. Mail, return receipt requested, to the following addresses unless otherwise
indicated by the Parties to this MOU: 
To the City:              Attn: Megan Hoyt, Project Manager 
Seattle Department of Transportation 
PO Box 34996 
Seattle, WA 98124-4996 

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1/27/22 Final Proposal, subject to Commission review and approval 
Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

To the Port:              Attn: Geraldine Poor, Regional Transportation Senior Manager 
Port of Seattle 
2711 Alaskan Way 
Seattle, WA 98121 
7.   RECORDS RETENTION AND AUDIT 
During the progress of the work on the Project and for a period not less than six (6) years from the date of
the completion of the Project or final payment by the Port to the City, whichever is later, the records and
accounts pertaining to the Project and accounting thereof are to be kept available for inspection and audit
by the Port and the City shall provide the Port with copies of all records, accounts, documents, or other
data pertaining to the Project upon the Port's request. If any litigation, claim, or audit is commenced, the
records and accounts along with supporting documentation shall be retained until all litigation, claims, or
audit findings have been resolved, even though such litigation, claim, or audit continues past the typical
six year retention period. This provision is not intended to alter or amend records retention requirements
established by applicable state and federal laws. 
8.   DISPUTES 
The designated representatives under Section 6, NOTIFICATION, shall use their best efforts to resolve
disputes between the Parties. If the designated representatives are unable to resolve a dispute, then the
responsible Project directors for each Party shall review the matter and attempt to resolve it. If the Project
directors are unable to resolve the dispute, the matter shall be reviewed by the department director or
executive director 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. 
9.   EFFECTIVENESS AND DURATION 
This MOU is effective upon the date of execution by both Parties and will remain in effect until completion 
of the Project, unless otherwise stated herein or unless amended or terminated.
10.      TERMINATION 
If the Project is not approved by the Port, the City, or other regulatory agencies with jurisdiction, or if the
Project is not constructed as defined in Section 1.2 for whatever reason by 2030, this MOU shall
immediately terminate. 
11.      INDEMNIFICATION AND HOLD HARMLESS 
To the extent permitted by law, the City and the Port shall protect, defend, indemnify, and save harmless
each other, their respective 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, Indemnifying Party's negligent or other wrongful acts or omissions, or
the negligent or other wrongful acts or omissions of its employees, agents, contractors, consultants,
licensees, or invitees, while acting within the scope of their employment, contract, license, or invitation,
related to this MOU. Neither the City nor the Port will be required to indemnify, defend, or save harmless
each other if the claim, suit, or action for injuries, death, or damages is caused by the sole negligence or
other wrongful act or omission of the other party. Where such claims, suits, or actions result from
concurrent negligence or other wrongful acts or omissions of the City and the Port or their employees,
agents, contractors, consultants, licensees, or invitees, while acting within the scope of their employment,
contract, license, or invitation, the indemnity provisions provided herein shall be valid and enforceable
only to the extent of the City's or the Port's own negligence or other wrongful act or omission, or the
negligence or other wrongful act or omission of its employees, agents, contractors, consultants,
licensees, or invitees, while acting within the scope of their employment, contract, license, or invitation,
related to this MOU. The City and the Port agree that their respective obligations under this subsection

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Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or
agents. For this purpose, the City and the Port, by mutual negotiation, hereby waive, with respect to the
other party only, any immunity that would otherwise be available against such claims under the industrial
insurance provisions of Title 51 RCW, and all other applicable Industrial Insurance / Worker's
Compensation Acts or their equivalent in the applicable jurisdiction. Further, the indemnification
obligations under this MOU shall not be limited in any way by any limitations on the amount or type of
damages, compensation, or benefits payable to or for any third party under Worker's Compensation Acts,
Disability Benefit Acts, or other Employee Benefit Acts. In the event that the City or the Port incurs any
judgment, award, and/or cost arising therefrom, including attorneys' fees, to enforce the provisions of this
section, all such fees, expenses, and costs shall be recoverable by the prevailing party. This
indemnification shall survive the termination of this MOU. 
12.      VENUE 
This MOU shall be deemed to be made in King County, State of Washington, and the legal rights and
obligations of the City and Port shall be determined in accordance with the laws of the State of
Washington. All legal actions in connection with this MOU shall be brought in King County Superior Court. 
13. OTHER PROVISIONS 
13.1    Severability. A determination by a court of competent jurisdiction that any provision of
this MOU or any part thereof is illegal or unenforceable shall not cancel or invalidate the remainder of
such provision of this MOU, which shall remain in full force and effect. 
13.2    Joint Drafting Effort. This Contract shall be considered for all purposes as prepared by
the joint efforts of the Parties and shall not be construed against one Party or the other as a result of the
preparation, substitution, submission or other event of negotiation, drafting or execution hereof. 
13.3    Third Party Beneficiaries. Nothing in this MOU is intended to, nor shall be construed to
give any rights or benefits in the MOU to anyone other than the Port and the City, and all duties and
responsibilities undertaken pursuant to this MOU will be for the sole and exclusive benefit of the Port and
the City and not for the benefit of any other party. 
IN WITNESS WHEREOF, the Parties hereto have executed this MOU which shall be effective upon the
date of recording. 
PORT OF SEATTLE                       CITY OF SEATTLE 

___________________________              ___________________________ 
Stephen P Metruck, Executive Director           Kristen Simpson, Acting Director 
Seattle Department of Transportation 
Date: ________________                     Date: ________________ 

____________________________ 
City Attorney 

___________________ 

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1/27/22 Final Proposal, subject to Commission review and approval 
Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

Exhibit A  Vicinity Map 
Exhibit B  Property Map 
Exhibit C  Project Cross Section 
Exhibit D  Project Benefits 
Exhibit E  Cost and Funding Shares 
Exhibit F  Heavy Haul Framework 
















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1/27/22 Final Proposal, subject to Commission review and approval 
Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

EXHIBIT A: Vicinity Map 

















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1/27/22 Final Proposal, subject to Commission review and approval 
Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

Exhibit B: Temporary Construction Easement Map 
(general area shown here, staff will approve of actual TCEs in coordination with tenants) 

















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1/27/22 Final Proposal, subject to Commission review and approval 
Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

EXHIBIT C: Project Cross Section 


















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1/27/22 Final Proposal, subject to Commission review and approval 
Memorandum of Understanding for East Marginal Way Corridor Improvement Project 

EXHIBIT D: Project Benefits 


















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EXHIBIT E: Summary Estimates of 
COST and FUNDING SHARES 

















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EXHIBIT F: North Harbor Heavy Haul Network (HHN) Prioritization Framework 
Recommendations for Project Contributions 
Focus funding on projects on the segments of the HHN that carry the most HH1 (and overall NSWA) truck trafficsee
selection criteria and more info on the selected HHN corridors/segments below. 
Contribute more than the amount addressing the actual impact of HHN on those corridors/segments, to encourage the
City to ensure projects on those segments are implemented in a timely fashion (all $ in 1,000s): 
Present Value
Pavement
2035 HH    Pavement    Remaining   Remaining                    Cost
Rebuild                        Potential
Street            From             To          Truck      Condition     Life w/out     Life with                    Difference****
Costs***                       Contribution 
Volume*      Index**         HH           HH                       due to HH
($1,000s) 
($1,000s) 
East Marginal                     Diagonal
S Holgate St                         100            23             0             0      $34,000            $2,775          $5,500 
Way S                        Ave S 
Chelan Ave
Klickitat Ave          190             50              9              3        $4,712             $1,146            2,500 
SW 
SW Spokane
East
St 
Klickitat Ave      Marginal             110         76, 80             13            7-8        $4,656             $1,785            1,900 
Way S 
West Marginal                   SW
26th Ave SW                       130           76            0            0       $2,339            $191          $253 
Way S                        Spokane St 
Total Priority
$45,707           $5,865        $10,154 
Corridors 
TOTAL                                                                          $200,504        $10,154      $10,154 
*The volume projections for 2035 are based on a combination of data sources and modeling efforts, including the 2015 Container Terminal Access Study, the
traffic analysis for the T-5 EIS, and a 2015 technical memorandum by Heffron Transportation, providing information on truck trips and truck weights on corridors
that are part of the HHN. 
**The Pavement Condition Index (PCI) is standardized evaluation method, it uses a numerical index between 0 (lowest) and 100, to indicate the general condition
of a pavement. 
***Cost to remove existing pavement, excavate as needed, and place new pavement. Does not include any sidewalk restauration, pavement marking, utilities,
traffic control, etc. 
****Cost difference covers only the cost of reduced life of existing/future pavement and cost of increased pavement depth due to accommodation of HH. 

1 The MOU allows permitted HH trucks to carry a gross vehicle weight of 98,000 pounds instead of 80,000 pounds. 

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