PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.       4f 
ACTION ITEM             Date of Meeting   October 28, 2014 

DATE:    October 3, 2014 
TO:      Ted Fick, Chief Executive Officer 
FROM:   Mark C. Griffin, Director, Real Estate Development 
SUBJECT:  First Addendum to the Amended and Restated Second Development Agreement
with the City of Des Moines 
ACTION REQUESTED 
Request Commission authorization for the Chief Executive Officer to execute a first addendum
to the Amended and Restated Second Development Agreement with the City of Des Moines. 
SYNOPSIS 
The Commission authorized execution of an Amended and Restated Second Development
Agreement with the City of Des Moines at its June 10, 2014 meeting. Th e proposed first
addendum clarifies future ownership of the stormwater and critical areas tracts within the Des
Moines Creek Business Park site and conforms the terms of the development agreement to the
terms of the option and ground lease agreements between the Port and Panattoni Development
Company, Inc., also approved in June.
BACKGROUND 
At the June 10, 2014, meeting, the Commission authorized execution of an Amended and
Restated Second Development Agreement with the City of Des Moines (City) to enable
development of the Des Moines Creek Business Park.  The Commission also authorized
execution of an option agreement and related ground lease agreements with Panattoni
Development Company, Inc. at this same meeting.
The development agreement addresses the roles, responsibilities, and obligations between the
Port, as the owner of the business park site, and the City as the permitting authority. Panattoni,
as the developer, has assumed the Port's obligations under the development agreement as
provided for in the option agreement. The Des Moines City Council unanimously approved the
second development agreement at its February 20, 2014, meeting.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
October 3, 2014 
Page 2 of 2 

One of Panattoni's obligations under the development and option agreements is submission of a
short plat to subdivide the business park site. In reviewing Panattoni's proposed short plat, staff
identified an inconsistency between the terms of the development agreement and Des Moines
City Code related to the transfer of ownership of both the stormwater detention tracts and the
environmentally critical areas tracts (e.g., wetlands, steep slopes) to be created by the short plat.
The proposed first addendum clarifies that the Port will transfer ownership of the two stormwater
tracts to the City after Panattoni has completed construction of each facility, instead of upon
recordation of the short plat, establishing consistency with the terms of the option and ground
lease agreements. 
The proposed first addendum also allows for continued Port ownership of the three critical areas
tracts as provided for in the option and ground lease agreements. The three critical areas tracts
total about 6.52 acres. While these tracts are not developable, Panattoni can include the tracts in
the determination of how much of the business park site can be covered with development.
Because of this value to Panattoni, the Port will receive initial rent on these tracts of about
$11,360 annually.
The ground lease requires Panattoni to manage the critical areas tracts in accordance with all
applicable laws and regulations. This  creates stronger and more direct accountability for
ongoing maintenance of these areas than if they were transferred to the City as part of short plat
process, as currently provided in City code.
The City approved execution of the first addendum at its September 25, 2014 meeting. Panattoni
needs full execution of the proposed first addendum to finalize and record the short plat. 
ATTACHMENTS TO THIS REQUEST 
Attachment 1  First Addendum to the Amended and Restated Second Development
Agreement 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
06/10/2014  Commission authorized execution of an option agreement and related
ground lease agreements with Panattoni Development Company, Inc. or an affiliated
entity; and (2) an amended and restated second development agreement with the City of
Des Moines.