PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      6b 
ACTION ITEM 
Date of Meeting     March 8, 2016 
DATE:    February 19, 2016 
TO:      Ted Fick, Chief Executive Officer 
FROM:   Melinda Miller, Director, Portfolio and Asset Management 
Sean Sullivan, Real Estate Manager 
SUBJECT:  Resolution No 3717, amending Resolution No. 3688 to transfer remaining Eastside
Rail Corridor property and improvements to Snohomish County for a purchase
price of $3.5 million 
Estimated Proceeds to Port: $3,500,000, minus closing costs. 
ACTION REQUESTED 
Request First and Second Reading and Final Passage of Resolution No. 3717: A resolution of the
Port Commission of the Port of Seattle amending Resolution No. 3688 and authorizing the
transfer of certain real property located in Snohomish County (portions of the Woodinville
Subdivision) and any improvements located thereon, including the Snohomish River Bridge to
Snohomish County at a reduced sales price, and further authorizing the Chief Executive Officer
to execute all documents related to such transfer. 
Motion and Vote to suspend Bylaws Art. VIII, Sec. 1 
Motion and Vote on First and Second Reading and Final Passage 
SYNOPSIS 
Commission authorization is requested to proceed with the sale of a portion of the freight section
of the Woodinville Subdivision to Snohomish County for $3,500,000. This request is subsequent
to the agreement between the Port, Redmond, King County, Sound Transit, Cascade Water
Alliance, and Puget Sound Energy ("Regional Partners") to share in the costs of the acquisition
of the Woodinville Subdivision rail corridor (Corridor). 
Staff is requesting waiver of the Commission Bylaws provision for two readings on separate
days in order to meet the expedited closing date required by Snohomish County. The proposed
terms of the Purchase and Sale Agreement since the earlier Commission action have only been
modified in three areas; 1) Snohomish County removed all contingencies, 2) the closing date is
now not later than April 26, 2016, and 3) the purchase price has been reduced from $5,000,000
to $3,500,000. 


Template revised May 30, 2013.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
February 19, 2016 
Page 2 of 6 
The expedited action requested on the County's proposed acquisition of the Corridor is related to
a County deadline, of the end of April 2016, for expending certain bond funds. 
BACKGROUND 
The Port acquired the Eastside Rail Corridor on December 18, 2009, from BNSF Railway. Prior
to finalizing the acquisition, the Port, the City of Redmond, King County, Sound Transit,
Cascade Water Alliance, and Puget Sound Energy ("Regional Partners") agreed that they all had
an interest in obtaining rights to use the Corridor and share in the cost of acquiring it for public
ownership. This agreement was memorialized in a Memorandum of Understanding dated
November 11, 2009. On February 23, 2010, the Commission authorized a Memorandum of
Understanding between the Regional Partners regarding the appraisal of the Corridor. 
On June 30, 2010, the Port finalized the sale of the Redmond city limits portion of the Corridor 
to the City of Redmond. On December 21, 2010, Puget Sound Energy acquired an easement over
both the freight and railbanked portions of the Corridor. On April 11, 2012, the Port sold to
Sound Transit (i) a portion of the Corridor located within the City of Bellevue and (ii) a
permanent high capacity transportation easement over the railbanked portion of the Corridor. On
April 13, 2012, the Port sold to the City of Kirkland that portion of the Corridor within the City
of Kirkland and a portion within the City of Bellevue for trail and transportation uses.
On February 12, 2013, the Port sold to King County (i) the remaining rail banked portion of the
Corridor located within King County and (ii) a trail easement over portions of the freight
segment of the Corridor located partially in King County and partially in Snohomish County. 
SALE JUSTIFICATION, DETAILS, AND SCHEDULE 
In early 2014, the Port Commission approved a sale of the last remaining portion of the Eastside
Rail Corridor to Snohomish County for $5,000,000.  In April of 2015, Snohomish County
submitted a notice to the Port that they had terminated the sale due to conditions, including
property deficiencies, they identified that materially impaired their ability to develop their
prospective trail and other desired transportation options.
Since the date of the termination, the Port and Snohomish County continued to discuss various
avenues to satisfy their joint goals of keeping the rail Corridor in public ownership, and
satisfying Snohomish County's long-term plan to construct a recreational trail on the Corridor. 
Snohomish County identified numerous concerns related to 1) the lack of fee simple interest in
the entire Snohomish County portion of the Corridor and 2) the deteriorating physical condition
of the Corridor and the rail infrastructure built on it. During this discussion period, the Port had 
to repair a culvert in the Corridor that failed near the Maltby area risking damage to a licensee's
optic fiber line, further highlighting the County's concerns about the physical condition of the
property. 
After extended discussions, the Port and Snohomish County agreed that a more appropriate price
of the property should be $3,500,000 based upon the current "as-is" condition of the property.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
February 19, 2016 
Page 3 of 6 
The Port and the County agreed that if such an agreement could be made, the County would
proceed with haste and remove any pre-conditions to the acquisition, and close the transaction
not later than April 26, 2016. 
The County has agreed to remove a requirement that the Port obtain an easement over the
Burlington Northern tracks, just south of the Snohomish River, which was a major impediment
to the prior sale. The agreement will include all the Port's typical environmental and other
releases that have been required in similar transactions. 
FINANCIAL IMPLICATIONS 
The Port of Seattle will receive $3,500,000 minus closing costs estimated at $10,000. 
May  December operating expense favorable $167,000 to budget. 
Environmental Release. The County waives, releases and discharges forever the Port
from any and all present or future claims related to environmental conditions in, at, on,
under or originating from the property. 
STRATEGIES AND OBJECTIVES 
Sale of this remaining portion of the Corridor will support the Century Agenda, and Economic
Development Division Business Plan objectives, by converting a non-producing asset into capital
that can be invested into new projects that will create quality jobs and drive further economic
prosperity throughout the Puget Sound Region. 
TRIPLE BOTTOM LINE 
Economic Development 
Snohomish County's goal is to construct a multi-purpose recreational trail that will be a
significant economic development project for the County and region. A number of new jobs will
be created designing, developing and maintaining the twelve (12) mile long multi-purpose
recreational trail and support facilities. 
Additionally, this portion of the Corridor potentially can continue to serve new and existing
freight rail customers, as well as support new transportation options, such as commuter rail. 
Environmental Responsibility 
Development of the new multi-purpose recreational trail will present an opportunity for the
County to enhance and better manage the storm water systems on the property, both storm water
entering the property from adjoining parcels and storm water leaving the Corridor property. 
Community Benefits 
The sale of this portion of the Corridor to Snohomish County satisfies the key original Port goal
of preserving this property for the public's benefit and use. Thelong-term plan to create a
recreational trail will become part of a wider regional trail system that will be used by the public
for years to come.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
February 19, 2016 
Page 4 of 6 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
Alternative 1) Continue Port ownership.
Financial Impacts: Port would experience expenditures of up to $5,000,000 in aggregate
operating costs and up to $10,000,000 in capital expenditures, over the next ten (10)
years. 
Pros: 
The Port would continue to hold and manage the Snohomish County Portion of
the Eastside Rail Corridor, preserving the Corridor for future public benefit and
use. 
Cons: 
The Port would continue to be exposed to all the risks and expenses related to
continued ownership. Operating expenses are estimated to be $500,000 annually
(not including litigation costs) based upon historical performance, and capital
expenses are estimated at $2-10,000,000 over the next five years. 
This is not the recommended alternative. 
Alternative 2)  Attempt to sell the remaining portion of the Eastside Rail Corridor to a private
owner or private rail developer/operator.
Financial Impacts:  Possible higher net sales value to the Port.  Port would save
approximately $500,000 a year in annual operating expenses and avoid $2-10,000,000 in
capital costs over the next ten (10) years. 
Pros: 
The Port could consider offers from private rail developers/operators, possibly
attracting a modestly higher sale price.  Sales proceeds could be reinvested in
future Port initiatives. 
The Port would be relieved of the annual operating expenses and any future
capital costs. 
Cons: 
Sales to private rail developers/operators would not satisfy the original intent of
the Corridor acquisition and the Port's desire to keep the ownership of the
Corridor in the public domain.
This is not the recommended alternative. 
Alternative 3)  Sell the remaining portion of the Eastside Rail Corridor to Snohomish County
for $5,000,000, but retain the responsibility to reimburse the County up to $2,000,000 for certain
repairs that may be needed for up to 2 years after the closing of the sale. 
Financial Impacts: Port would initially secure $5,000,000 in sales proceeds, less closing
costs, but retain liability for, and likely expend, $2,000,000 in additional capital costs
over the next two (2) years. Port would save $500,000 per year in annual operating
expenses and avoid $2-10,000,000 in capital costs over the next ten (10) years.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
February 19, 2016 
Page 5 of 6 
Pros: 
The Port would be relieved of the annual operating expenses and future capital
costs beyond $2,000,000. 
The Port would be relieved of all future costs and expenses after the two year
period after closing. 
Cons: 
This alternative would not satisfy our past practice and ongoing desire to sell the
rail Corridor property "as-is" without any warranty or remaining obligation on the
part of the Port.
The Port would retain some liability for two years after such a sale. 
This is not the recommended alternative. 
Alternative 4)  Sell the remaining portion of the Eastside Rail Corridor to Snohomish County
under the terms outlined in this memo. 
Financial Impacts: Port would secure $3,500,000 in net sales proceeds less closing costs.
Port would save $500,000 annually in ongoing operating expenses, and $2-10,000,000 in
capital costs over the next ten (10) years. 
Pros: 
The Port would be relieved of all future liability and costs associated with
ownership of the Corridor. 
The Port would secure sales proceeds from the $3,500,000 sale that can be
invested in future Port initiatives. 
The proposed sale keeps the Corridor in public ownership, with the prospect of
the development of a multi-purpose recreational trail to be used by all of the
Region's inhabitants. 
The Port does not have to secure an easement over the Burlington Northern
tracks, south of the Snohomish River. 
Cons: 
None identified. 
This is the recommended alternative. 
ATTACHMENTS TO THIS REQUEST 
Resolution No. 3717 
Purchase and Sale Agreement 
Map of the Eastside Rail Corridor 
PowerPoint Presentation

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
February 19, 2016 
Page 6 of 6 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
January 14, 2014, Second Reading and Final Passage of Resolution No. 3688, relating to
the surplus and sale of a portion of the Eastside Rail Corridor to Snohomish County. 
January 7, 2014, First Reading and Public Hearing of Resolution No. 3688, relating to the
surplus and sale of a portion of the Eastside Rail Corridor to Snohomish County. 
April 3, 2012, Second Reading and Final Passage of Resolution No.3659, relating to
surplus and sale of certain real property (also known as the Eastside Rail Corridor) to the
City of Kirkland (a portion of the Woodinville Subdivision). 
February 28, 2012, First Reading and Public Hearing of Resolution No. 3659, relating to
the surplus and sale of certain real property (also known as the Eastside Rail Corridor) o
the City of Kirkland (a portion of the Woodinville Subdivision). 
December 13, 2011, Port Commission authorized the Chief Executive Office to execute a
Purchase and Sale Agreement between the Port of Seattle and City of Kirkland for a
portion of the Woodinville Subdivision. 
May 24, 2011, Port Commission authorized the sale of approximately one mile of the
Woodinville Subdivision within the City of Bellevue to Sound Transit and further
authorized the grant of a permanent easement to Sound Transit over the Port's railbanked
portion of the Woodinville Subdivision. 
December 7, 2010, Port Commission authorized the sale of easement rights on the freight
and railbanked portions of the Woodinville Subdivision to Puget Sound Energy. 
June 22, 2010, Port Commission authorized the sale of the Redmond city portion of the
Woodinville Subdivision to the City of Redmond. 
February 23, 2010, Port Commission authorized a Memorandum of Understanding
between the Regional Partners Regarding Joint Appraisal of the Woodinville
Subdivision. 
November 5, 2009, Port Commission authorized execution of a Memorandum of
Understanding between the Port and the Regional Partners Regarding Acquisition of the
Woodinville Subdivision.