ADDITIONAL FUNDING AND AGREEMENTS (5)

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Date of Meeting: August 1, 2017 Item No.: 5C_Supp Terminal 5 PROJECT Berth Modernization AUTHORIZATION Project FOR ADDITIONAL FUNDING AND AGREEMENTS (5) 8/1/2017 1

Power Upgrades Berth Deepening Dock Strengthening 8/1/2017 2

Project Authorization Requesting: Additional funds: $5,200,000 for railroad quiet zone $450,000 for tribal pilot program and construction impacts Increase total project authorization from $20,200,000 to a new total of $25,850,000 Execution of Agreements: Railroad Quiet Zone with City of Seattle (Seattle Department of Transportation) Future closure of W Marginal Way SW with City of Seattle (Seattle Department of Transportation) Air Quality Management Program with Puget Sound Clean Air Agency Confirming commitments regarding construction with Muckleshoot Tribe Confirming commitments regarding construction with Suquamish Tribe 8/1/2017 3

Synopsis Design is now 100% complete Permit approvals are the final step before selecting a tenant and preparing to advertise for construction bids The following agreements are required prior to issuance of the Master Use/Shoreline Substantial Development Permit: Agreement with Seattle Department of Transportation to plan, design, and fund improvements that will permanently close surface W Marginal Way SW north of SW Spokane Street; Agreement with Seattle Department of Transportation to establish a railroad quiet zone between train bridge and gate of terminal; Agreement with Puget Sound Clean Air Agency (PSCAA) to implement an Air Quality Management Program. US Army Corps of Engineers Permit is subject to concurrence with tribal entities 8/1/2017 4

State and Local Permit Status Permit Agency Current Status Expected delivery Shoreline Substantial Development Seattle DCI Conditionally Approved 4/3/17 Conditional Use WA DOE Conditionally Approved 4/10/17 Building Permit Seattle DCI Permit ready for approval Hydraulic Project Approval (HPA) 401 Water Quality Certification WA State DFW Issued 9/23/2015 WA State DOE Issued 3/28/2016 Appeal settled. Final SSDP within 30 days Within 30 days, see above Within 45 days (approx. 2 weeks after SSDP issuance) 8/1/2017 5

Federal Permit Status Permit Agency Current Status Expected delivery 404/Section 10 Corps Permit DMM Suitability Determination CERCLA Coordination Tribal Concurrence US Army Corps of Engineers (USACE) Corps/DNR/DNR/D OE/EPA EPA Muckleshoot/ Suquamish Pending tribal concurrence Issued 4/12/15 Complete Agreement in principle 6/15/2017 ESA Formal Opinion USFW/NMFS Issued 10/28/16 and 9/19/16 Within 30 days of tribal concurrence Agreements require MM approval on 8/1/17 8/1/2017 6

Shoreline Substantial Development Permit Appeal Status Appeal settled in mediation Issuance of the Shoreline Substantial Development Permit requires satisfaction of pre-issuance conditions Noise Air Traffic Today s actions by MM leads to completion of major preissuance conditions 8/1/2017 7

Tribal Agreements Tribal Mitigation Payments of $1,000,000 to each tribe Provide $75,000 for use in supplementing the Existing Agreement for 3 year pilot project to offset construction impacts to fishing Revise existing Agreement to include a ten-year extension rather than 5 8/1/2017 8

Air Quality 8/1/2017 9

Air Quality Condition Develop Air Quality Management agreement with PSCAA consistent with objectives of city land use decision Install Shore Power Program to Maximize Shore power use Measure PM 2.5 to confirm operations meet modelled assumptions in FEIS < 6 tons/yr Track operational data related to Air Quality Continue NWPCA strategy Plan developed and implemented by terminal occupancy MM action requested to approve agreement. No funding immediately associated with plan Work with future tenant to develop plan 8/1/2017 10

Noise 8/1/2017 11

Noise Conditions Design and Implement Operations Noise Management Plan All mobile cargo handling equipment uses broadband safety alarms Hotline for low frequency vessel noise complaints Measurements to agreed upon limits Adaptive responses, including shore power hookups Railroad Quiet zone 8/1/2017 12

Establish Quiet Zone 8/1/2017 13

Railroad Quiet Zone Agreement MOU required as pre-issuance condition Provide funding for design, infrastructure, and construction - estimated up to $5.2M BNSF will complete engineering design and construction prior to occupancy NWSA will provide funding for maintenance to retain quiet zone designation Completed by terminal occupancy MM action requested to execute agreement and authorize funding to begin design of quiet zone 8/1/2017 14

Traffic Mitigation Gate Queue Management TWIC Security Gate Local Access Quiet Zone Signalization 8/1/2017 15

Traffic Mitigation Quiet Zone Gate Queue Management Plan Closure of W Marginal Way SW at intersection Local Business Access T5 Access Bride Re-stripe Neighborhood Truck Parking Detail requirements in a MOU between Port and City. Key component of traffic, noise. Require plan to be approved by City, Port, NWSA, and tenant. Detail requirements in a MOU between Port and City. If unfeasible, need alternative Measure baseline and post-opening Implementation goal is by Certificate of Occupancy (CO) Implement prior to CO Implement when Lifts at I/M Yard exceed trigger Feasibility study current. Implement by CO. Baseline by issuance of SSDP Pedestrian access to T5/T7 Improvements included in QZ. Implement prior to CO Local Access Refresh Refresh existing signs and striping Implement prior to CO Driver Information Draylink Implement prior to CO Driver Information Sign on W Marginal Review and approval by SDOT Implement prior to CO Spokane St Corridor Signals Review and approval by SDOT Implement prior to CO Pre-Check Gate Improvements Move 150 ft in and provide two for two precheck gates Implement prior to CO Annual Monitoring Throughput, rail lifts and queue plan data. Ongoing after CO Rail Delay Notification - Notify businesses of daytime unit train rail Ongoing after CO Local Businesses blockage 8/1/2017 16

SSDP Pre-issuance Condition Requesting MM approval Agreement with SDOT- Future closure of W Marginal Way Funding for construction will be part of construction authorization Other conditions compliance prior to issuance of SSDP Gate Queue Management plan Neighborhood truck parking survey Re-stripe Bridge for local access 8/1/2017 17

Future Closure of W Marginal Way SW Establish agreement with SDOT to plan, design and fund improvements to close W Marginal Way SW leg Threshold to close when number of lifts from Intermodal Yard exceeds 245,000 lifts per year MM action requested to approve agreement No funding immediately associated with plan Will commit to future action May start project with quiet zone, since less expensive 8/1/2017 18

Gate Queue Management Plan Gate Queue Management Plan approval by SDOT required as pre-issuance condition Goal is to avoid backing up past intersection of SW Spokane St and access bridge Plan almost complete with further review needed by NWSA and SDOT 8/1/2017 19

Neighborhood Truck Parking Survey truck parking in SODO before and after T5 opening Methodology designed and approved by pre-issuance of SSDP Baseline by issuance of building permit Continued work with City of Seattle to complete communications related to truck parking Develop brochure and web-based information with allowed/not allowed locations Distribute information 8/1/2017 20

Restripe Bridge for Local Access Investigating if bridge can be re-channelized from 2-lane to 3 lane cross section First study complete lane cannot be simply added in current configuration. New study underway if third lane can be added by establishing load ratings. 8/1/2017 21

Next Steps Task Dates City Issues MUP Analysis and Decision Issued 04/03/17 State Issues CUP Issued 04/13/17 Comply with SSDP pre-issuance conditions 10/01/17 Appeal settled with mediation 07/19/17 MM approval of tribal, SDOT and PSCAA agreements 08/01/17 Tribe Concurrence to USACE 08/15/17 City can issue SSDP 10/01/17 City can issue Building permit (14 days after SSDP) 10/15/17 USACE Issues Permit (may wait until SSDP issued) 10/15/17 Managing Member Construction Authorization* 11/07/17 *Construction pending commitment of interest from prospective tenant 8/1/2017 22

Financial Summary Item Budget Estimate Cost to Date Remaining Cost DESIGN AND PERMITS $14,100,000 $13,111,000 $989,000 SEATTLE CITY LIGHT (PUBLIC EXPENSE) $6,100,000 $60,000 $6,040,000 RAILROAD QUIET ZONE (PUBLIC EXPENSE) $5,200,000 $0 $5,200,000 TRIBAL AGREEMENTS $2,450,000 $0 $2,450,000 FUTURE PERMIT CONDITIONS AND SCOPE CHANGES $37,150,000 $0 $37,150,000 CONSTRUCTION* $235,000,000 $0 $235,000,000 PROJECT TOTAL $300,000,000 $13,171,000 $286,829,000 *Construction pending commitment of interest from prospective tenant 8/1/2017 23

Source of Funds The 2017-2021 Capital Improvement Plan Budget allocates $7,578,000 for this project $5,650,000 is an incremental request in addition to the $7,578,000 included in the Capital Improvement Plan Both homeports staff have identified funding mechanisms for the additional investment 8/1/2017 24

Conclusion DUAL VOTE: NWSA / PORT OF SEATTLE / PORT OF TACOMA: 1. Project authorization and funding in the amount $5,200,000 ($2,600,000 from each Port) for planning, design, and construction of railroad quiet zone for a total authorized amount of $25,400,000. 2. Project authorization and funding in the amount of $450,000 ($225,000 from each Port) for construction impacts and pilot program as part of the agreements with tribal entities. 3. Revised total project authorization of $25,850,000. 8/1/2017 25

Conclusion NWSA ONLY VOTE: 1. Execution of Agreement with City of Seattle to establish a railroad quiet zone near Terminal 5; 2. Execution of an Agreement with City of Seattle for W Marginal Way SW street closure; 3. Execution of an Agreement with Puget Sound Clean Air Agency to establish an Air Quality Management Program at Terminal 5 consistent with objectives established in City of Seattle shoreline land use permit; 4. Execution of Agreement with Muckleshoot Tribe confirming commitments regarding construction activities related to Terminal 5. 5. Execution of Agreement with Suquamish Tribe confirming commitments regarding construction activities related to Terminal 5. 8/1/2017 26