PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      4c 
ACTION ITEM 
Date of Meeting     January 27, 2015 
DATE:    January 20, 2015 
TO:      Ted Fick, Chief Executive Officer 
FROM:   Mark C. Griffin, Director, Real Estate Development 
SUBJECT:  Restatement and Amendment of the purchase and sale agreement with TRF
Pacific, LLC regarding sale of the Tsubota Steel site 

ACTION REQUESTED 
Request Commission authorization for the Chief Executive Officer to execute a Restated and
Amended Purchase and Sale Agreement, substantially as drafted, with TRF Pacific, LLC relating
to the proposed sale of the Tsubota Steel site. 
SYNOPSIS 
The Commission authorized the surplus and sale of the Tsubota Steel site to TRF Pacific, LLC
(TRF) at the November 11, 2014 meeting. TRF has requested additional time to complete due
diligence and feasibility review of the site.  TRF will provide an additional deposit as
consideration for the proposed amendment. The other material terms of the agreement remain
the same. The agreement requires commission approval of any amendments to the agreement. 
BACKGROUND 
Staff executed a purchase and sale agreement with TRF to sell the Tsubota Steel site as of
November 22, 2014. The Commission authorized surplus and sale of the site at the November
11, 2014 meeting.
The agreement provides for a 30-day due diligence period before TRF must waive the due
diligence contingency and proceed with obtaining the Department of Ecology's approval of an
environmental clean-up plan for the site. TRF has requested an additional 30 days to complete
due diligence and feasibility review specifically related to identifying potential tenants for its
anticipated retail development and to explore further options for improving access to the site.
TRF will provide an additional deposit of $10,000 as consideration for the 30-day extension.
This additional deposit will be credited towards the purchase price when the transaction closes.
The proposed amended agreement also allows TRF to extend the due diligence and feasibility
review by two additional 30-day periods with the payment of $10,000 for each extension. If
TRF exercises either of these two extensions, the additional deposits would be non-refundable
and not credited toward the purchase price. The other material terms of the agreement remain
the same.

Template revised May 30, 2013.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
January 20, 2015 
Page 2 of 3 
The agreement requires Commission approval of any amendments to the agreement. By its
terms, the agreement terminated on December 22, 2014 because TRF failed to waive the due
diligence contingency. The proposed restatement and amendment will amend the due diligence
period provision and ratify any actions subsequent to the termination. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
Alternative 1) Terminate the proposed sale and continue short-term lease of the site. This
alternative is inconsistent with the Real Estate Division's strategy of disposing of assets to
generate new revenue as circumstances warrant such as when an asset is surplus to the Port's
operations. Terminating the proposed sale at time when market conditions are favorable, as is
the case currently, would mean the loss of the expected sales proceeds with no guarantee that a
comparable or better offer could be secured in the future.  This is not the recommended
alternative. 
Alternative 2)  Competitively solicit new offers to buy or lease the site. A new competitive
process to either sell or lease may not result in a comparable or better offer. Instead of a staffdriven
process as was the case with the recent RFO, a real estate broker could be retained to list
the Tsubota site in an attempt to generate greater market exposure and possibly additional
prospective buyers with potentially higher offers. However, the Port would owe a substantial
commission to the broker upon any such sale. Alternatively, long-term lease deals are almost
always less attractive to the real development community because of the challenge of securing
financing for the development.  Consequently, long-term leases attract fewer interested
developers and would not necessarily result in a better deal. While a long-term lease deal would
preserve the Port's and the public's ownership of the site, there is no compelling strategic reason
to maintain ownership, because the Tsubota site isn't essential to any current or anticipated Port
operational need. This is not the recommended alternative. 
Alternative 3)    Execute the proposed Restated and Amended Purchase and Sale
Agreement and proceed with the sale. The proposed sale aligns with the surplus status of the
site.  This alternative is consistent with the Real Estate Division's strategy of selling assets to
secure new revenue when circumstances warrant. In this case, real estate market conditions are
currently favorable, and there is no guarantee that they would be more favorable in the future
such that a comparable or better offer could be secured. This is the recommended alternative. 
ATTACHMENTS TO THIS REQUEST 
Attachment 1  Restated and Amended Real Estate Purchase and Sale Agreement 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
November 11, 2014  Second Reading and Final Passage of Resolution No. 3697, surplusing
and sale of the Tsubota Steel site.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
January 20, 2015 
Page 3 of 3 
October 14, 2014  First Reading and Public Hearing of Resolution 3697, surplusing and sale
of the Tsubota Steel site. 
May 24, 2011  Commission briefing on the offers received from Tsubota Steel site request
for proposals. 
January 25, 2005  Commission authorized acquisition of the Tsubota Steel site.