MOTION 
OF THE PORT OF SEATTLE COMMISSION REGARDING FOSS 
MARITIME INTERIM LEASE AT TERMINAL 5 
ADOPTED ON MAY 12, 2015 
TEXT OF MOTION 
The Port Commission hereby directs the Chief Executive Officer to notify the Foss Maritime
Company that according to a zoning code interpretation issued by the Director of the Department
of Planning and Development of the City of Seattle, the proposed moorage of the Royal Dutch
Shell exploratory drilling rig and two accompanying tugboats at Terminal 5 is not consistent with
the legally established use of Terminal 5 as a cargo terminal under applicable zoning laws. This
interpretation was formally issued on May 7, 2015. 
In light of the City's Interpretation, the Port requests that Foss Maritime inform Royal Dutch
Shell that its moorage of the oil exploration vessel and tugs, and any other activities deemed by
the City to be inconsistent with the legally established cargo terminal use at Terminal 5 should be
delayed pending further legal review of the City's  Interpretation.  If,  and when, this code
interpretation is deemed a final decision by the City of Seattle, should such moorage occur, the
Port of Seattle will consider all of its options under the lease including a default by Foss 
Maritime Company under Term Lease Agreement No. 002652. 
STATEMENT IN SUPPORT OF THE MOTION 
On February 9, 2015 the Port of Seattle entered into Term Lease Agreement No. 002652 (Lease)
with Foss Maritime Company (Foss Maritime), granting Foss Maritime leasehold rights to a
portion of Terminal 5. Section 5.1 (Use of Premises) of the Lease establishes the agreed use: 
"Lessee shall use the Premises for a cargo terminal which means a transportation
facility in which quantities of goods or container cargo are stored without undergoing
any manufacturing process, transferred to other carriers or stored outdoors in order to
transfer them to other locations.  Cargo terminals may include accessory warehouses,
railroad yards, storage yards, and offices.  Lessee shall not use the Premises for any
other purpose without the written consent of the Port." 
Section 5.1 of the Lease limits Foss Maritime's use of the leased portion of Terminal 5 for cargo
terminal purposes as defined in the Lease and by the Seattle Municipal Code, and Sections 5.2
and 5.3 of the Lease further require Foss Maritime to comply with all "Legal Requirements"
defined in the Lease, which definition expressly includes all local zoning requirements. 
On March 24, 2015, the Port of Seattle Commission (the Port Commission) by unanimous
motion (Motion Regarding Seaport Accountability) reserved to the Port Commission key 

1

decisions concerning the  Lease.   The Port Commission reserved all  decisions about any
amendments to the Lease and any decisions about certain elements of the Lease. 
Among the elements of the Lease reserved to the Port Commission in the Motion Regarding
Seaport Accountability was the right to elect remedies in case of a Tenant default under the
Lease (Section 14.2). A Tenant default occurs when, among other things, the Tenant fails to
observe or perform any covenant, condition, or agreement to be observed or performed by the
Tenant under the Lease (Section 14.1.3). 
On May 7, 2015, the City of Seattle issued an Interpretation from the Director of the Department
of Planning and Development (DPD) Interpretation 15-001 (the Interpretation) concluding that
the proposed moorage of the Royal Dutch Shell exploratory drilling rig and two accompanying
tug boats is not consistent with the legally established use of Terminal 5 as a cargo terminal. On
May 8, 2015, Foss Maritime announced its intentions to formally appeal the Interpretation. 












2