PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA             Item No.      6c 
Date of Meeting   February 23, 2010 

DATE:    January 6, 2010 
TO:     Tay Yoshitani, Chief Executive Officer 
FROM:    Ralph Graves, Managing Director, Capital Development Division 
Michael Burke, Senior Manager, Container Leasing and Operations 
Paul Bintinger, Senior Port Counsel 
SUBJECT:  SSA Terminals, LLC Settlement Agreement 

ACTION REQUESTED:
Port staff requests Commission authorization for the Chief Executive Officer to enter into
a settlement agreement with SSA Terminals, LLC (SSAT) for certain unpaid rent for
Terminal 25/28. 
PROJECT BACKGROUND AND JUSTIFICATION: 
SSAT leases portions of Terminal 25 and 28 under a Term Lease dated July 8, 2005.
Under an August 8, 2007, Restated First Amendment to that Term Lease, SSAT also
agreed to lease Terminal 30 (T30). The lease for the T30 area was to commence
following the Port's completion of certain major improvements to the T30 site. The Port
expected those improvements to be completed by June 1, 2009, and specifically informed
SSAT of that fact. 
In reliance on that commitment, SSAT relocated three tenant-owned cranes from its T18
site to T30. It also moved all of the operations associated with Matson Navigation from
T25 to T18. However, as a result of an error occurring during the design of the T30
improvements, the cranes relocated from T18 could not operate until approximately
August 3, 2009. These cranes are electrically powered by a cable that spools in and out
of a trough in the apron deck as the crane moves from side-to-side. However, the
constructed power cable trough was not wide enough to accommodate the diameter of the
power cable on the relocated cranes. 
As a result, SSAT was forced to incur costs to procure and install a new, smaller cable
from Germany. SSAT also refused to pay rent for Terminal 25/28 for the months of June

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
January 6, 2010 
Page 2 of 3 
and July 2009 because SSAT could not  as a result of having relocated its operations to 
T18  make any use of those areas. 
The proposed settlement agreement resolves all of the potential claims between the Port
and SSAT regarding the problem with the cable trough and any associated delays. Under
the settlement agreement, SSAT agrees to pay the Port $25,081.17 (inclusive of leasehold
excise tax) for the limited use it made of the Terminal 25/28 area during the months of
June and July 2009 and forego any potential claim for increased costs of operation. The
Port agrees to forego any further claim for rent for Terminal 25/28 for the months of June
and July 2009. SSAT will obtain compensation for any additional costs it incurred in
procuring and installing a new cable directly from the designer of record of the T30
project. 
It is important to note that the delay in opening T30 will not shorten the overall length of
the lease for T30. Instead, the lease term remains 30 years from the date of opening  
August 3, 2009, rather than June 1, 2009. The lease term for Terminal 25/28 will actually
extend an additional two months to match. Thus, no rental income will actually be lost
for Terminals 25, 28 and 30 as a result of the cable trough issue; instead, it will only be
deferred by approximately two months in 2039. 
As a partial offset to the decline in current rental income on Terminals 25, 28 and 30, the
Chief Executive Officer has reached a settlement with Berger/ABAM Engineers Inc., the
designer of record for the T30 project. Under that agreement, Berger/ABAM has agreed
to pay the Port $185,000. Although Commission approval of that agreement is not
required under Resolution No. 3605, the agreement will not  as a result of the
interrelated nature of the underlying claims between the parties  generally be effective
until execution of the settlement agreement with SSAT. 
Port staff requests approval for the Chief Executive Officer to enter into a settlement
agreement with SSAT related to rent for Terminal 25/28 and other operational impacts
during the period the terminal operation was impacted by issues with the cable trough. A
copy of the proposed agreement is attached. 
OTHER DOCUMENTS ASSOCIATED WITH THIS REQUEST: 
Proposed settlement agreement 
ALTERNATIVES CONSIDERED AND THEIR IMPLICATIONS: 
Do Nothing: The Port will be required to commence suit to collect unpaid rent and will 
be exposed to potential claims for operational impacts suffered by SSAT as well as 
claims for rent relief. In addition, the settlement with Berger/ABAM may be
undermined. This is not the recommended alternative.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
January 6, 2010 
Page 3 of 3 
Approve Settlement with SSAT: The settlement agreement with SSAT resolves all
claims between the Port and SSAT related to the rent to be paid for Terminal 25/28 and
any other impacts from the issue with the T30 cable trough. This is the recommended
alternative. 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS: 
May 5, 2009, item 6f Cable Replacement and Installation for the Terminal 30 Upgrade
Project.