PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      4e 
ACTION ITEM 
Date of Meeting     April 28, 2015 
DATE:    April 8, 2015 
TO:      Ted Fick, Chief Executive Officer 
FROM:   Joe McWilliams, Interim Managing Director, Economic Development Division 
SUBJECT:  Restate and amend one of two Eastside Rail Corridor purchase and sale
agreements with the City of Woodinville and terminate the other. 
ACTION REQUESTED 
Request Commission authorization for the Chief Executive Officer to restate and amend the Real
Estate Purchase and Sale Agreement (PSA) with the City of Woodinville to incorporate the
portion of the Eastside Rail Corridor previously included as a separate transaction in the
Ancillary Property Purchase and Sale Agreement (Ancillary PSA). 
SYNOPSIS 
Commission authorization is requested to revise the transaction for the transfer of portions of the
Eastside Rail Corridor to the City of Woodinville from two separate agreements to one by
including all the property being transferred in the PSA and terminating the Ancillary PSA. 
The net proceeds to the Port would not change. Commission authorized the PSA and the
Ancillary PSA on July 22, 2014. 
BACKGROUND 
The Port acquired the Eastside 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 Eastside 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 Eastside Corridor.
On June 30, 2010, the Port finalized the sale of the Redmond city limits portion of the Eastside
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 Eastside Corridor. On April 11,
2012, the Port sold to Sound Transit (i) a portion of the Eastside Corridor located within the City
of Bellevue and (ii) a permanent high capacity transportation easement over the railbanked
portion of the Eastside Corridor. On April 13, 2012, the Port sold to the City of Kirkland that
portion of the Eastside 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

Template revised May 30, 2013.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
April 8, 2015 
Page 2 of 3 
(i) the remaining railbanked portion of the Eastside Corridor located within King County and (ii)
a trail easement over portions of the freight segment of the Eastside Corridor located partially in
King County and partially in Snohomish County. On January 14, 2014, the Port Commission
authorized the sale to Snohomish County of those portions of the Eastside Corridor located in
Snohomish County. Snohomish County recently notified the Port that it was not proceeding with
the purchase. 
REQUESTED CHANGES TO TRANSACTION 
At the request of the City of Woodinville, the Port Commission previously authorized transfer of
portions of the Eastside Corridor to the City in two separate transactions, including a segment of
the Corridor the City intended to use solely for bridge and roadway expansion and other nonfreight
public purposes (included in the Ancillary Agreement). Most recently, the City has
determined that bifurcation of the sale creates other complications related to ownership rights
existing on the corridor and other regulatory approvals. As a result, the City is requesting
termination of the Ancillary Agreement and inclusion in the PSA of the property currently in the
Ancillary Agreement. 
The purchase price will not change. The Port will receive a total of $1,100,000 for the
portions of the Eastside Rail Corridor being transferred to the City of Woodinville. 
All other provisions of the PSA remain the same as originally approved by the Port 
Commission. 
ATTACHMENTS TO THIS REQUEST 
Amended and Restated Purchase and Sale Agreement 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
July 22, 2014, Second Reading and Public Hearing of Resolution No. 3692, surplusing and
sale of a portion of the Eastside Rail Corridor to the City of Woodinville. 
June 24, 2014, First Reading and Public Hearing of Resolution No. 3692, surplusing and sale
of a portion of the Eastside Rail Corridor to the City of Woodinville. 
January 14, 2014, Second Reading and Final Passage of Resolution No. 3688, relating to
surplusing and sale of certain real property (also known as the Eastside Rail Corridor) to
Snohomish County. 
January 7, 2014, First Reading and Public Hearing of Resolution No. 3688, relating to
surplusing and sale of certain real property (also known as the Eastside Rail Corridor) to
Snohomish County. 
April 3, 2012, Second Reading and Final Passage of Resolution No. 3659, relating to
surplusing and sale of certain real property (also known as the Eastside Rail Corridor) to the
City of Kirkland (a portion of the Woodinville Subdivision).

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
April 8, 2015 
Page 3 of 3 
February 28, 2012, First Reading and Public Hearing of Resolution No. 3659, relating to
surplusing and sale of certain real property (also known as the Eastside Rail Corridor) to 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.