PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA             Item No.      6c 
Date of Meeting     January 26, 2010 
DATE:    January 20, 2010 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    Melinda Miller, Director, Portfolio Management 
Patricia Spangler, Real Estate Manager 
SUBJECT:  Interim Management of Events at Smith Cove Cruise Terminal  Fifth 
Amendment to the Bell Harbor International Conference Center (BHICC)
Management Agreement. 

ACTION REQUESTED: 
Request Port Commission authorization for the Chief Executive Officer (CEO) to execute the 
Fifth Amendment to the Bell Harbor International Conference Center Management Agreement to
include the Smith Cove Cruise Terminal as part of the extension premises, providing interim non
exclusive management and use to Columbia Hospitality, Inc. for events until May 2012. 
BACKGROUND:
As discussed during the staff briefing at the Commission meeting on January 5, 2010, the recent
completion of the new Smith Cove Cruise Facility (SCCT) creates an opportunity for a proposed
secondary use of SCCT to capture some additional revenue for the Port from this unique venue.
The facility will lend itself to large corporate events (800+ guests), trade shows, pre-and postconvention
events from Washington State Convention and Trade Center, etc.  The proposed
Fifth Amendment to the Bell Harbor International Conference Center (BHICC) Management
Agreement would allow the Port's current event manager, Columbia Hospitality, Inc., (CHI) to
manage and produce events at SCCT in the short term (until 2012), including marketing the
space to potential event producers.
The only way the Port can capture revenues from SCCT bookings is through managing events
directly or extending the event management responsibilities to a third party like CHI.  As noted
in the financial analysis, if the proposed Fifth Amendment is executed, for example, it is
estimated that the Port would receive approximately $193,000 in incremental revenue while CHI
would receive $73,000. 
Individuals or groups who prefer not to use CHI as event manager would still be able to
approach Cruise Terminals of America (CTA) directly and arrange for an event under the terms

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
January 20, 2010 
Page 2 of 5 

of the CTA lease, but the Port would receive no direct revenue for any events contracted directly
with CTA. CTA has not expressed interest in full-time event management.
Staff chose to wait until end of first season of operation to avoid potential conflict with the
complex operational environment at SCCT, including the completion of construction,
development of parking plans and program start-up and to determine if any off season
construction or re-design was required. 
During construction of SCCT, Port management committed to a competitive process for the
selection of a long-term operator of events at the facility and will begin planning of an
appropriate selection process over the next few months. Staff will take into consideration
various possible structures for operation of the Port's meeting and conference facilities that
include Bell Harbor International Conference Center, World Trade Center Seattle, Maritime
Event Center, and Smith Cove Cruise Terminal. This process will likely also include other
services, such as dock management at both the SCCT and Bell Street Pier, as appropriate when
existing lease provisions are taken into account. Our intent is to have the Request for Proposal
completed, an operator selected, and a new agreement negotiated and approved by the Port
Commission when the current management agreement with Columbia Hospitality, Inc. expires in
May of 2012. 
TERMS OF FIFTH AMENDMENT: 
The following are the changes that will be effected by this amendment: 
Extend premises so that CHI is allowed to manage events at SCCT on a non-exclusive
basis 
Approves "Event Reimbursement Agreement" between CHI and CTA to cover CTA's
costs of utilities and wear and tear on facility during events 
Port can still hold up to five events at SCCT without CHI management; CTA may use the
premises consistent with the rights in the CTA lease 
Due to the short-term arrangement, the Port will not withhold or recognize Capital
Reserve Funds that are intended for long-term repair and replacement of furniture,
fixtures and equipment. 
Availability of parking at Terminal 91 for events: 
o  Outside of cruise season: up to 800 spaces 
o  During cruise season: no guarantee but a plan will be developed for each event.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
January 20, 2010 
Page 3 of 5 

STRATEGIC OBJECTIVES: 
This action supports the Port's strategy of "Seaport Vitality" by increasing the net operating
income through greater asset utilization providing for additional event space that would appeal to
a broader range of users for events. 
FINANCIAL ANALYSIS: 
Source of Funds: 
There are no funds required from the Port. 
Financial Analysis Summary 
CIP Category         Revenue/Capacity Growth 
Project Type          Business Expansion 
Risk adjusted Discount   8.0% 
rate 
Key risk factors         1) Anticipated cash flows from Smith Cove Cruise Terminal events
are based on conservative financial projections provided by CHI.
2) Use of the Smith Cove Cruise Terminal for events could have a
negative impact upon cruise operations. This risk is mitigated by the
expertise of CHI in planning events around cruise operations, as done
at Bell Street Pier. 
Project cost for analysis    $0 
Business Unit (BU)      Portfolio Management, Real Estate Division 
Effect on business      Effects on business performance are based on conservative financial
performance          projections provided by CHI and inclusive of fees to CHI noted
below. 
NOI (in $000's)      2010     2011     2012    TOTAL
Revenue         $200    $360     $90     $650
Expenses        ($140)   ($254)    ($63)    ($457)
NOI           $60    $106    $27    $193
Incremental income to CHI is estimated to be $73,000 throughout the
term of the agreement as a result of additional management fees an d
incentive management fees. As noted above, incremental income to
the Port is estimated to be $193,000 for the same time period.
IRR/NPV 
NPV    IRR
(in $000's)     (%)
$168     N/A

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
January 20, 2010 
Page 4 of 5 

NEXT STEPS: 
The management agreement with CHI expires May 31, 2012. It is the intention of the Port staff
to commence with a formal Request for Proposal (RFP) in the 4th quarter of 2010. 
ALTERNATIVES CONSIDERED /RECOMMENDED ACTION: 
Alternative Considered  Staff considered proceeding with a Request for Proposal but due to the
complexity of the decisions that need to be made regarding the Port's portfolio of event and
conference facilities the implications of competing for cruise terminal operations, dock
management services, the time it takes to create and execute a well-developed RFP process, and
the required start-up period for a potential new operator, staff believed that the remaining term
on the management agreement was too short to allow for effective marketing and that potential
revenue would be missed. Lead-time for large events often ranges from six months to a year in
planning. 
Recommended Action  The Preferred alternative is to approve an amendment of the
Management Agreement with Columbia Hospitality, Inc. (CHI) for the Bell Harbor International
Conference Center to include the Smith Cove Cruise Terminal as part of the extension premises
under this agreement. Columbia Hospitality, Inc. is a seasoned event manager with a good
working relationship with Cruise Terminals of America, the cruise terminal manager at Bell
Street Pier and SCCT. CHI currently has two events tentatively scheduled pending the approval
of this amendment. 
OTHER DOCUMENTS ASSOCIATED WITH THIS REQUEST: 
Fifth Amendment to the Management Agreement between the Port and Columbia Hospitality,
Inc. 
PREVIOUS COMMISSION ACTION OR BRIEFINGS: 
On September 8, 1995, the Port Commission authorized the Executive Direct to execute a six-
year management agreement with Columbia Hospitality Inc. for the management of the Port's
Bell Harbor International Conference Center. The agreement terminated on May 31, 2001. 
On June 26, 2001, the Port Commission authorized the Executive Director to execute a new fiveyear
management agreement with an option for five additional years with CHI for the
management of the Port's Bell Harbor International Conference Center. 
On February 11, 2003, the Port Commission authorized the Chief Executive Director to execute
a First Amendment to Management Agreement with Columbia Hospitality, Inc. for the
management of event space located at the Port's Shilshole Bay Marina. The management of this
space expired on October 12, 2004.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
January 20, 2010 
Page 5 of 5 

On November 14, 2006, the Port Commission adopted Resolution No. 3570, establishing
additional revolving funds, designating where such funds shall be deposited, and directing how
disbursements shall be made, and; authorized the Chief Executive Officer to execute a Second
Amendment to Management Agreement with Columbia Hospitality, Inc. amending certain
aspects of the agreement pertaining to the adoption of Resolution 3570. 
On February 26, 2008, the Port Commission authorized the Chief Executive Officer to negotiate
and execute a Third Amendment to Management Agreement with Columbia Hospitality, Inc, to
provide for Columbia Hospitality, Inc. to manage the day-to-day operations of the Odyssey
Maritime Discovery Center and for Columbia Hospitality, Inc. to be exclusive beverage and
caterer for event within the Odyssey Maritime Discovery Center space expiring on 
December 31, 2008. 
On March 5, 2009, the Port Commission authorized the Chief Executive Officer to execute a
Fourth Amendment to the Management Agreement with Columbia Hospitality, Inc. to in the
Maritime Event Center at Bell Harbor (formally known as the Odyssey Maritime Discovery
Center) as exclusive premises, and use those premises for event, meetings and catering. CHI is in
the best position to market this space and book events immediately, providing revenue sooner
than what the Port may receive in a delay choosing a third party vendor through the RFP process. 
On January 5, 2010, the Port Commission was briefed on the proposed Fifth Amendment to the
Bell Harbor International Conference Center Management Agreement.