COMMISSION AGENDA             Item No.    6c_amend 
Date of Meeting 
January 26, 2010 

FIFTH AMENDMENT TO MANAGEMENT AGREEMENT 
BETWEEN 
PORT OF SEATTLE 
AND 
COLUMBIA HOSPITALITY, INC. 
AT 
BELL HARBOR INTERNATIONAL CONFERENCE CENTER 

This Fifth Amendment to Management Agreement (the "Amendment") is made as of this 
____ day of _________________20__ between the Port of Seattle, a Washington municipal
corporation ("Port"), and Columbia Hospitality, Inc., a Washington corporation ("CHI"). 
WHEREAS, the Port and CHI executed that certain Management Agreement dated July
17, 2001 for the management of the Bell Harbor International Conference Center (the
"Conference Center"), which agreement has been amended by amendments dated February
2003, March 5, 2007, June 4, 2008 and March 24, 2009 (as amended, "the Agreement"); and 
WHEREAS, the Port wishes to qualifiedly add the Smith Cove Cruise Terminal at
Terminal 91 (the "Smith Cove Cruise Terminal") as additional Extension Premises under this
Agreement. 
Now therefore, the parties agree as follows: 
1.     Revision to Facility. Effective this __ day of ___________, 2010, the Extension
Premises shall be expanded to include the Smith Cove Cruise Terminal, and accordingly a new
Paragraph B.1.(b).vii is added to the agreement as follows: 
(b)    Extension Premises.
* * * * 
(vii)   Smith Cove Cruise Terminal. Subject to the prior approval of the
Port's cruise terminal manager (which approval may be obtained in any manner
agreed to by and between CHI and the Port's cruise terminal manager), CHI may
utilize the Smith Cove Cruise Terminal Building A-2 at Terminal 91 (the "Smith
Cove Cruise Terminal"), as depicted on Exhibit Q, for parties, weddings,
conferences, trade shows, meetings and the like. This grant of authority is
pursuant to the Event License reserved to the Port under its lease agreement with
its cruise terminal manager and shall automatically terminate on the expiration or
earlier termination of the Port's lease agreement with the Port's cruise terminal
manager. The Port specifically agrees that it will not grant any other party rights

to conduct events at the Smith Cove Cruise Terminal under the Event License, but
CHI acknowledges that the Port's cruise terminal manager may request the ability
to conduct events and that the Port may not have the absolute right to prohibit the
cruise terminal manager from conducting such events. 
While not requiring CHI to adhere to and utilize the same financial agreement
with the Port's cruise terminal manager for the Smith Cove Cruise Terminal that
CHI utilized for its use of the Terminal 30 cruise terminal (which agreement is
referred to as the "Event Reimbursement Agreement" under the Port's lease with
its cruise terminal manager), the Port expressly approves the use of those same
terms with the exception of the marketing budget set forth in the third bullet of the
Expense Reimbursement Agreement for CHI's use of the Smith Cove Cruise
Terminal. In the event that CHI and the Port's cruise terminal manager extend the
Event Reimbursement Agreement without any provision related to the marketing
budget to the Smith Cove Cruise Terminal, no further Port approval shall be
required. 
2.     Port's Right of Access to Smith Cove Cruise Terminal. The Port shall have the 
same right of access to the Smith Cove Cruise Terminal that it currently has for the Cruise
Terminal Waiting Area and Cruise Terminal VIP Lounge as set forth under Paragraph B.2.(c) of
the Agreement. Without limiting the rights granted under Paragraph B.2.(c), the Port shall have
the further right to hold up to five (5) events each calendar year at the Smith Cove Cruise
Terminal without using CHI to manage, cater and/or host the event. 
3.     Virtual Capital Reserve Account. Notwithstanding anything to the cont rary in
Section E.1. (b)(x) of the Agreement or Section 3.4 of the Second Amendment to Management
Agreement dated March 5, 2007, CHI shall not be required to recognize an Operating Expense
nor make a "deposit" into the virtual Capital Reserve Account (in the amount of three percent
(3%) of Gross Revenues) for events occurring within the Smith Cove Cruise Terminal. 
4.     Parking for Smith Cove Cruise Terminal. Effective this __ day of ___________,
2010, the Port shall, in addition to any requirement imposed by Paragraph F.1. of the Agreement,
the Port shall be required up to eight hundred (800) parking spaces at Terminal 91 during the
non-cruise season for use by employees and patrons of the Facility. During the cruise season, the
Port shall make reasonable efforts to provide parking spaces at Terminal 91 to the extent
available but cannot guarantee any minimum number of spaces. The Port will provide parking as
requested by CHI if CHI provides at least ten (10) days notice of the need for parking in
conjunction with an event at the Smith Cove Cruise Terminal. Except as specifically authorized
in writing in connection with a particular event, CHI's rights shall not extend to the apron or
parking on Pier 91 in and around the Smith Cove Cruise Terminal building. The Port shall not,
however, be responsible for any specific signage associated with the event or parking nor shall
the Port be responsible for coordinating any necessary transportation between the identified
parking areas and the Smith Cove Cruise Terminal. Absolutely nothing in the paragraph shall be
understood to guarantee to CHI that parking provided by the Port for the Smith Cove Cruise
Terminal will be within reasonable walking distance of the Smith Cove Cruise Terminal. 

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5.     No Further Amendment. Except as expressly set forth in this Amendment, all of
the other terms and conditions of the Agreement remain in full force and effect, and no
subsequent alteration, amendment, change or addition to the Agreement shall be binding upon
the Port or CHI unless reduced to writing and signed by the Port and CHI. In the event of a
conflict between the terms and conditions of this Amendment and the terms and conditions of the
Agreement, the terms and conditions of this Amendment shall control. 
DATED as of the day and year first above written. 
PORT OF SEATTLE, a Washington municipal
corporation 

By: 
Its: 

COLUMBIA HOSPITALITY, INC., a Washington
corporation 

By: 
Its: 









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(ACKNOWLEDGMENT FOR CORPORATE LESSEE) 
STATE OF WASHINGTON ) 
) ss. 
COUNTY OF ___________ ) 
On this ____________________ day of ___________________, 20___, before me,
personally appeared ___________________________________________________ and
_____________________________________________, to me known to be the
_________________________ President and the ___________________________ Secretary,
respectively of the corporation that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that they were authorized to execute
said instrument and that the seal affixed is the corporate seal of said corporation. 
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the
day and year first above written. 
___________________________________________ 
Notary Public in and for the State of 
_________________, residing at ________________. 
My appointment expires _______________________. 

(ACKNOWLEDGEMENT FOR THE PORT OF SEATTLE) 
STATE OF WASHINGTON ) 
) ss. 
COUNTY OF KING ) 
On this ____________________ day of ___________________, 20___, before me, the
undersigned notary public in and for the State of Washington, duly commissioned and sworn,
personally appeared ____________________________________, to me known to be the
___________________________________________ of the PORT OF SEATTLE, a municipal
corporation, the corporation that executed the foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he was duly authorized to execute the same. 
WITNESS my hand and official seal hereto the day and year in this Certificate first above
written. 
__________________________________ 
Notary Public in and for the State of 
Washington, residing at ______________. 
My appointment expires ______________. 


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