PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      6a 
ACTION ITEM 
Date of Meeting    December 10, 2013 
DATE:     November 22, 2013 
TO:       Tay Yoshitani, Chief Executive Officer 
FROM:    Mark C. Griffin, Director, Real Estate Development 
Linda Stewart, Director, AV Community Partnerships 
SUBJECT:  Interlocal agreement with the City of Burien and related real estate actions 
Amount of This Request:    $1,945,000       Source of Funds: 
Airport Development Fund 
Est. Total Project Cost:      $1,945,000 
ACTION REQUESTED 
Request authorization to execute an interlocal agreement with the City of Burien and all other
documents needed to finalize several real-estate-related actions provided for in the agreement in
an amount not to exceed $1,945,000. 
SYNOPSIS 
The Port and the City of Burien (City) are working collaboratively to position the Northeast
Redevelopment Area (NERA) for redevelopment. Through this collaboration, the Port and City
have identified several real-estate-related items that are required to accelerate redevelopment of
the NERA and that are described in an interlocal agreement (ILA) (See Attachment B). The
ILA authorizes the Port to: 
Grant a permanent, non-exclusive easement for Stormwater Facility #3 to the City at 10% of
the fair market value of the property; 
Grant a permanent, non-exclusive easement for Stormwater Facility #4 to the City at 13% of
the fair market value of the property; 
Grant a permanent, exclusive easement for Stormwater Facility #6 to the City at no cost
given the benefit to Port property; 
Contribute $1.2 million to the City toward the City's construction of Stormwater Facilities #3
and #4. The $1.2 million represents an estimated 40% cost savings compared to the
estimated $3 million the Port would incur to design and construct independent facilities; 
Grant a permanent easement to the City at full fair market value to allow for the construction
of a shared-use path along Miller Creek that will provide access to the stormwater facilities

Template revised May 30, 2013.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 2 of 10 
for long-term operations and maintenance. The easement will also provide bicycle and
pedestrian access through the NERA, as required by City code requirements for development
in this area; 
Purchase 12th Place South from the City to consolidate the Port property at a cost, including
expenses, of approximately $245,000; and 
Prepare and submit an application under the Federal Aviation Administration's (FAA) "Pilot
Program for Redevelopment of Airport Properties," including authorization of the local
match required, in an amount not to exceed $500,000, which is included in the 2014 budget, 
to secure FAA funding of up to $5 million. The Pilot Program was created by the FAA,
under the 2012 Reauthorization Act, to provide funding for airport sponsors to collaborate
with local jurisdictions on compatible development of airport properties purchased for airport
noise compatibility. The FAA requires that the airport sponsor and local jurisdiction have an
enforceable agreement, such as an ILA, to undertake the assemblage and redevelopment of
airport land.
Staff is also cooperating in the City's design of a new eastbound off-ramp from SR-518 at Des
Moines Memorial Drive. After design of the new off-ramp is finalized, future Commission
action will be necessary to surplus and convey the Port-owned land the City will need to
construct the new off-ramp. Staff also expects to seek future Commission approval of design
and construction funds for relocating the existing on-ramp to comply with the Port's obligations
under an agreement with the Washington State Department of Transportation (WSDOT)
regarding the use and relocation of the existing eastbound on-ramp after construction of the
Third Runway. 
BACKGROUND 
NERA Plan 
The City has designated an approximately 158-acre area located northwest of the Airport as its
Northeast Redevelopment Area (See Attachment A). The NERA is a key focus area in the
City's overall economic development strategy and includes about 55 acres of Port-owned
property. Most of the Port's property is former homes, or "noise property," acquired under the
FAA's Part 150 regulations. Non-residential properties that were acquired to ensure viable
development comprise the balance of the Port's holdings in the NERA. FAA regulations require
that the Port's noise property be converted to airport-compatible use and disposed of (leased or
sold) in accordance with FAA guidelines. 
The Port and City prepared a conceptual redevelopment plan for the NERA in April 2010
(NERA Plan). The NERA Plan reflects the common goal of transitioning the NERA into a mix
of airport-compatible commercial, retail and/or light industrial uses consistent with FAA
regulations. The City envisions development of an auto mall on the southern portion of the
NERA. The Port intends to pursue development of light industrial facilities on the northern
portion of the NERA that will support the Port's Century Agenda goal of tripling air cargo
volume.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 3 of 10 
The NERA Plan identifies a number of actions the Port and City could take to spur private sector
investment in the redevelopment of the NERA.  These actions include development of a
comprehensive regional stormwater system to serve the entire NERA and construction of a new
eastbound off-ramp from SR-518 at Des Moines Memorial Drive to improve access to the
regional transportation network to and from the NERA.
Regional Stormwater System 
The City has secured approximately $4.5 million in state grants to prepare a master drainage plan
for the NERA, design a comprehensive regional stormwater management system based on the
master drainage plan, and construct the first-phase facilities of the regional system. The City,
however, needs a total of about $5.7 million to construct the optimal package of first-phase
improvements. 
The preferred first-phase improvements include four of the seven required facilities (Facilities
#3, #4, and #5/6). Facilities #3 and #4 primarily benefit Port property. Consequently, the City
has requested a $1.2 million contribution from the Port to complete the funding required to
construct the first-phase improvements. The first-phase improvements will also include pretreatment
/water quality components, Miller Creek channel improvements, and an approximately
2,736 foot-long shared use path along Miller Creek for operations and maintenance of the
stormwater facilities and bicycle and pedestrian access. The City will design, construct, own,
operate and maintain all of the stormwater facilities and the shared use path, per easements to be
granted by the Port.
The City's grant agreements with the state require that the proposed first-phase improvements be
completed before the end of 2014. To meet this deadline, the project must be advertised in
December 2013 and the work commenced during the first quarter of 2014.
SR-518 Off-Ramp 
The City has also obtained about $2.15 million in funding to fully design a new eastbound offramp
from SR-518 at Des Moines Memorial Drive. The City's design funding includes a 
combination of federal ($1.6 million), state ($250,000), and City ($300,000) dollars. The City
expects to complete design of the off-ramp in the fourth quarter of 2014, which will more
competitively position the project for construction funding.  Some Port property (currently
estimated to be less than an acre) will be needed to construct the off-ramp. The exact "take" will
be known upon final design, at which time staff will seek Commission approval to surplus and
convey the needed property to the City or directly to WSDOT. 
The City is actively pursuing construction funding for the eastbound off-ramp. The project was
included in the State House and Senate proposed transportation packages throughout the 2013
session. While the Legislature did not adopt a transportation package in 2013, the City expects
the project will be included in any transportation package proposed during the 2014 session. The
City hopes to start construction of the off-ramp in 2015, once funding is secured and FAA
regulatory consent is granted.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 4 of 10 
The City's design of the eastbound off-ramp will also include attention to the existing eastbound
on-ramp.  The Port entered into Government Contracting Activity (GCA) 1998 with the
Washington State Department of Transportation WSDOT, allowing the Port to use a temporary
on-ramp onto eastbound SR-518 for runway reconstruction work. GCA 1998 requires the Port to
restore the ramp upon completion of the temporary use. The final design of the eastbound SR-
518 on-ramp needs to be aligned with the eastbound off-ramp. Since the restoration of the
eastbound SR-518 on-ramp is most appropriately designed as part of the off-ramp project to
ensure proper alignment and coordination of the two ramps, staff will seek future Commission
approval to contribute design and construction funds to the City for the eastbound on-ramp to
satisfy the Port's responsibilities under GCA 1998.
Air Cargo Facilities 
The Century Agenda calls for tripling air cargo volume at the Airport to 750,000 metric tons.
The Port's air cargo strategy includes using the off-airfield land portfolio to help drive
development of new air cargo facilities, particularly on those properties located north of the
Airport near the on-airfield cargo operations. The NERA presents such an opportunity. 
Staff has completed an initial feasibility assessment for the development of approximately
270,000 square feet of new air cargo development on the northern portion of the NERA. A
request for proposals will be issued in December 2013 for developers capable of building such a
development under a long-term ground lease. Assuming the market responds positively, a
developer should be selected in the second quarter of 2014 and approval of the ground lease
requested in the fourth quarter of 2014. 
Auto Mall 
The City is actively working to facilitate development of an auto mall on the southern portion of
the NERA, which includes the former Lora Lake apartments parcel south of SR-518 and the area
immediately north of SR-518. The City has completed a preliminary feasibility analysis to
establish the viability of an auto mall in the NERA. In addition, the City recently spent about
$2.5 million of its own funds to acquire the former mental health facility from the Highline
School District and anticipates possible additional future property acquisition to help make the
auto mall a reality. The auto mall will allow for the potential relocation of the auto dealers
currently located along 1st Avenue South in Burien to the NERA, in order to free up the dealers'
current locations for redevelopment, both of which should position the City to generate
substantial additional retail sales tax revenue over the long term. 
FAA Pilot Program 
In February 2013, the FAA issued the requirements for obtaining funding under a new pilot
program for the redevelopment of noise property. This program is the culmination of a multiyear
lobbying effort by the City to have the FAA identify and allocate federal funding to support
redevelopment of areas impacted by airport operations. Consequently, the City is eager to
pursue this funding for redeveloping NERA.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 5 of 10 
The Port will be the applicant ("airport sponsor") for the pilot program and may apply for up to
$5 million in partnership with local jurisdictions. The program limits the federal share to 80% of
eligible costs and requires a local match for the remaining 20% of costs. Pilot program funds
may be used for planning, engineering, design, and environmental permitting, but not
construction. Upon any sale of the noise property benefited by the program, the airport must
"repay" the funds in full. In this context, "repay" means reinvesting in other eligible airport
projects. A long-term lease of noise property does not trigger the repayment obligations. The
Port and City expect to complete the program application and submit it for FAA approval in the
first quarter of 2014. 
FAA Approval 
The FAA must review and approve the use, lease, sale and/or payment of any Port funds related
to the NERA noise property. Staff has obtained the FAA's approval of the various actions
described in the ILA. 
PROPOSED ACTIONS AND JUSTIFICATION 
The ILA details the various actions undertaken by the Port and City that together are intended to
induce private-sector investment in redevelopment of the NERA. The ILA authorizes Port action
on the following items: 
Permanent non-exclusive easements for Stormwater Facilities #3 and #4. Three of the
seven stormwater facilities that comprise the regional system are on Port property, including
Facilities #3 and #4. The Facility #3 and #4 easements are non-exclusive, which means the
Port will be able to use the area above the stormwater facilities for parking.
The Facility #3 and #4 easements would be conveyed to the City at substantial discounts to
the appraised fair market value, because both facilities almost exclusively benefit
redevelopment of Port property and because the City's regional stormwater project frees the
Port from having to construct separate stormwater management facilities that the Port would
otherwise be required to build as a condition of the City granting permits for development of
the property. Facility #3 drains Basin 3 in which the Port owns approximately 5.03 of the
total 5.6 acres or about 90% of the basin's total acreage. Similarly, Facility #4 drains Basin 4
in which the Port owns approximately 10.42 of the total 12 acres or about 87% of the basin's
total acreage.
Staff obtained a fair market value appraisal for each of the property interests included in the
ILA. Based on the appraisal, the Port will convey the Facility #3 easement to the City for
$13,889. This amount represents approximately 10% of the property's fair market value and
reflects the Port's ownership of 90% of the property benefited by Facility #3. The Port will
convey the Facility #4 easement to the City for $14,961, which represents approximately
13% of the property's fair market value and reflects the Port's ownership of 87% of the
property benefited by Facility #4.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 6 of 10 
Permanent exclusive easement for Stormwater Facility #6. The Facility #6 easement
would be conveyed to the City at no cost. Although physically separate, Facility #6
functions as a single facility with Facility #5. Facility #5 will be located on City property
and is designed to infiltrate up through a 50-year storm event. Any water received beyond
the infiltration capacity of Facility #5 will be bypassed to Facility #6. Facility #6 will be
located on Port property, serve as an emergency overflow location for Facility #5, and
receive water during severe storm events when Facility #5 is in bypass mode. Non-Port
property comprises approximately 60% of the property in Basin 5/6 that will benefit from
Facility #6's location on Port-owned land. The fair market value as determined by the
appraisal of the benefit to non-Port property equals $113,219 (60% of the $188,698 appraised
value of the Facility #6 easement).  In contrast, Port-owned property comprises
approximately 40% of the property that will benefit from Facility #5 being located on Cityowned
land. The fair market value as determined by the appraisal of the benefit to Port
property equals $208,440 (40% of the $521,100 appraised value of the Facility #5 easement).
Therefore, the Port receives a net benefit from conveying the Facility #6 easement to the
City.  In addition, the Facility #6 easement removes the need for the Port to construct
separate and larger stormwater management facilities that the Port would otherwise be
required to build solely on its property as a condition of the City granting permits for
development of the property. The design of this facility precludes any other uses on the site,
such as parking. Therefore, Facility #6 easement is "exclusive" instead of non-exclusive.
Construction contribution for Facilities #3 and #4. Because Facilities #3 and #4 primarily
benefit Port property, the Port will contribute to the City a total of $1.2 million toward the
construction of these two facilities to complete the funding the City needs for the regional
stormwater project.
Stormwater management is required for any redevelopment of Port property. By funding a
portion of the costs for Facilities #3 and #4, the Port will save substantially compared to the
Port planning, designing, permitting and constructing separate stormwater management
facilities that solely service Port property. The Port will benefit from approximately $1.8
million in improvements to Port property that will meet all of the City's stormwater
requirements, which is 40% greater than the Port's $1.2 million contribution. The estimated
fully loaded cost if the Port was to plan, design, permit and construct a stand-alone facility
for the Port's property is approximately $3 million, based upon Port engineering staff
estimates.  The Port would significantly benefit from the City's planning, design and
permitting work for these facilities.
Permanent easement for shared use path. The City will design, construct, own, operate
and maintain a shared use path along Miller Creek as part of the first phase of the regional
stormwater project. The shared use path will provide access for both long-term operations
and maintenance of the regional stormwater project and for pedestrian and bicycle use
through the NERA. To enable the shared use path, the Port will convey an easement to the
City. Consistent with pertinent FAA regulations, the Port will not o therwise contribute to
the design, construction, operation or maintenance of the shared use path. Based on the

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 7 of 10 
appraisal, the Port will convey the easement to the City at a total fair market value of
$69,463. The fair market value of this easement is computed at the same level of impact per
parcel as the stormwater easements. 
Purchase 12th Place South. Twelfth Place South is a cul-de-sac owned by the City that
served homes previously purchased by the Port as part of the noise mitigation acquisition
program. This is the last parcel necessary for the consolidation of the northern NERA into a
viable industrial site suitable for the air cargo facilities envisioned by the Port. The City will
initiate and complete a street vacation of 12th Place South. Based  on the appraisal, the City
agrees to sell 12th Place South to the Port for $238,500. Staff requests a total of $245,000 for
this purchase, which includes closing expenses. 
Local match for the FAA pilot program. The FAA issued its Program Guidance Letter 13-
04, Pilot Program for Redevelopment of Airport Properties (Acquired Noise Land) on
February 14, 2013. An eligible pilot program project may consist of the joint planning,
engineering, design and environmental permitting costs needed to support the assembly and
compatible redevelopment of noise property in tandem with other publicly owned land. The
FAA will award funds up to $5 million, with a 20% match required from the airport sponsor.
The City has agreed to provide half of the match requirement. This means the Port would be
required to commit up to a maximum of $500,000 to be eligible for the pilot program, which
is included in the 2014 budget. 
In addition to the actions currently proposed in the ILA, future Commission action will be
required for two items related to the City's current design work on a new eastbound off-ramp
from SR-518 at Des Moines Memorial Drive. Staff will seek Commission approval to surplus
and convey the Port property needed by the City to construct the new off-ramp upon the City's
completion of final design, which is expected in the fall of 2014. The needed property is
currently estimated to be less than an acre. Additional Commission approval will be requested
for design and construction funds to relocate the existing eastbound on-ramp to comply with the
Port's obligations under our current agreement with WSDOT regarding use of the on-ramp. The
proposed new off-ramp and relocation of the existing on-ramp will improve the NERA's access
and connection to the regional transportation network. 
SCHEDULE 
The following table summarizes the anticipated completion dates of the various actions proposed
in the ILA and the related activities that will require future Commission action.
ACTIVITY            PROJECTED COMPLETION DATE 
Stormwater and Shared Use Path   Q1 2014: Closing, including the $1.2 million
Easements                  stormwater contribution 
Street Vacation                Q2 2014: Closing

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 8 of 10 
SR-518 Off-Ramp            Q2 2014: Commission authorization of design
and construction funds for replacing existing
on-ramp 
Q4 2014: City completes design of new off-
ramp 
Q4 2014: Commission authorization to convey
right-of-way needed for new off-ramp 
FAA Pilot Program Application    Q1 2014: Submit completed application 
Q2 2014: FAA approval 
Q3 2014: Begin scope of work 
Developer RFP              Q4 2013: Issue RFP 
Q2 2014: Select developer 
Q4 2014: Commission authorization of
proposed ground lease 
FINANCIAL IMPLICATIONS 
ILA Financial Summary 
The following table summarizes the total financial obligations of the Port and City based on the
ILA.
ILA ITEM                     PORT      CITY 
SW Facility #3 Easement                     --      $13,889 
SW Facility #4 Easement                     --      $14,961 
SW Facility #6 Easement                     --          -- 
Temporary Construction Easement               --       $8,724 
Construction contribution for              $1,200,000           -- 
SW Facilities #3 & #4               (Public Expense) 
Shared Use Path Easement                    --      $69,463 
12th Place South Street Vacation             $245,000           -- 
(Capital) 
FAA Pilot Program Local Match            $500,000     $500,000 
(Expense) 
TOTAL                  $1,945,000    $607,037 
Budget Status and Source of Funds 
The $1.2 million contribution for Stormwater Facilities #3 and #4 was included in the 2014-2018
capital budget as CIP C800579, NERA 3 Parcel Infrastructure but will now be accounted for as
public expense. The 12th Place South street vacation is included in the 2014-2018 capital budget
in CIP C800150. The cost for the FAA pilot program is included in the Airport Business
Development 2014 operating budget. The funding source for all of these items will be the
Airport Development Fund.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 9 of 10 
STRATEGIES AND OBJECTIVES 
Staff's efforts to pursue development of air cargo support facilities in the northern NERA
supports the Century Agenda strategy to "position the Puget Sound region as a premier
international logistics hub" by, in part, "tripling air cargo volume to 750,000 metric tons." This
work also supports the Airport's goal to increase non-aeronautical revenue. 
TRIPLE BOTTOM LINE 
Economic Development 
As mentioned, the NERA work supports growth in air cargo volumes and the broader economic
benefits associated with such growth. In addition, the City expects that a new auto mall will
increase revenue for its budget.
Environmental Responsibility 
A regional stormwater system allows for a more cost-effective and holistic approach to
stormwater management in the NERA. Each landowner working independently would be unable
to realize the efficiencies and benefits associated with a regional system.  The proposed
improvements are expected to be a significant improvement over current conditions by removing
potential standing water and the wildlife attractant hazards presented by standing water. In
addition, the proposed improvements reflect an innovative, low-impact design to managing
stormwater.
Community Benefits 
The proposed stormwater improvements include a shared-use path that will provide bicycle and
pedestrian access through the NERA while also providing access for operations and maintenance
of the stormwater facilities. The community also benefits from Port and City collaboration to
return this vacant land into productive use and remove potential blight and crime from the
surrounding neighborhood.
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
Alternative 1)  Do not enter into the ILA. This approach would not achieve the efficiencies
and benefits of a regional stormwater system. It would force the Port to develop its own
stormwater facilities at higher costs or, alternatively, the developer would have to complete this
work as part of site development. Ultimately, this approach would not increase the value of the
property that would come with constructing the stormwater facilities now. This is not the
recommended alternative. 
Alternative 2)  Delay finalizing the ILA. Starting construction of the stormwater facilities is
time sensitive. The City's grant funding from the state requires the facilities to be completed by
the end of 2014. The FAA pilot program is also time sensitive and a delay could mean missing
the application deadline to apply for funds available under this program.  This is not the
recommended alternative.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
November 22, 2013 
Page 10 of 10 
Alternative 3)  Execute the ILA. This approach allows the first-phase improvements of the
regional stormwater system to proceed. In addition, it would allow completion and submission
of the FAA pilot program application. This is the recommended alternative. 
ATTACHMENTS TO THIS REQUEST 
"A" NERA Map 
"B" Draft ILA with the City of Burien 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
Burien ILA briefing on December 3, 2013.