PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      6a 
ACTION ITEM 
Date of Meeting      May 12, 2015 
DATE:    April 21, 2015 
TO:      Ted Fick, Chief Executive Officer 
FROM:   Mike Campagnaro, Manager, Seaport Leasing and Asset Management 
SUBJECT:  Second Reading and Final Passage Resolution No.3708, of Real Estate Title
transfer in accordance with Viaduct Settlement Agreement with exchange of real
estate between Washington State Department of Transportation (WSDOT), the
Port of Seattle and Total Terminals International LLC (TTI) 
ACTION REQUESTED 
Request (1) Second Reading and Final Passage of Resolution No. 3708: A Resolution of the
Port Commission of the Port of Seattle, (i) amending Unit 20 of the Comprehensive Scheme of
Harbor Improvements of the Port of Seattle by declaring certain real property surplus and no
longer needed for Port of Seattle district purposes, deleting it from the Comprehensive Scheme,
and authorizing the Chief Executive Officer to execute all documents necessary to transfer title
of the property to the State of Washington Department of Transportation; and (ii) further
amending Unit 20 of the Comprehensive Scheme to add certain real property conveyed to the
Port by the State of Washington Department of Transportation and (2) authorization for the
Chief Executive Officer to execute all documents necessary to (i) accept the transfer of State
surplus property to the Port and (ii) release certain property to the Port's right of first refusal to
purchase certain property in the WSDOT project area.  The Port will receive financial
consideration in the form of cash payment, real estate and in-kind road improvements valued at
$434,000. 
SYNOPSIS 
This request covers the final transfers of real estate in accordance with the series of prior
Possession and Use transactions with WSDOT.  Under this specific transaction, WSDOT
previously paid the Port $289,000 of the total agreed upon WSDOT offer of $490,000 for fee and
airspace property rights, related to the Possession and Use Agreement approved by the
Commission on February 28, 2012. 
The property line adjustments and final Real Property Settlement Agreement, contemplated
herein, are associated with finalizing the property transfers related to the Possession and Use
Agreement and the final construction for the new bridge across the BNSF Railway (BNSF)
Seattle International Gateway (SIG) Yard tail track at S. Atlantic St.  The final design and
construction of the bridge has been a major improvement in functionality for the movement of
Port trucks. It also provided a safer bicycle crossing across the Terminal 46 truck entrance. 

Template revised May 30, 2013.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
April 21, 2015 
Page 2 of 7 
This final documentation reflects "as-built" final construction conditions of the corridor with
resolution of fractional real estate ownership and property lines beneficial for both the Port and
WSDOT. Resolution and final compensation for the transfer of property consists of a
combination of the exchange of fee property ownership, air rights and previously constructed
bridge improvements. 
BACKGROUND 
WSDOT and its contractors commenced work in 2009 on the S. Holgate Street to S. King Street
Viaduct Replacement Project to: 
Relocate the existing BNSF Railway (BNSF) Seattle International Gateway (SIG) Yard
tail track to the west (complete) 
Replace the viaduct's south end with a new facility (complete) 
Provide new  SR-99 on and off-ramps near S. King Street, improving access to
downtown (under construction) 
When the project began construction in 2009, a fourth component of critical importance to the
Port was construction of an underpass under the SIG Yard tail track to grade-separate the eastwest
movement of Port trucks between Port terminals and the SIG Yard and the freeway system
on S. Atlantic Street. This project element was intended to solve a long-standing problem: Portrelated
rail switching on the tail track impeding the movement of drayage trucks serving Port
terminals. In February of 2009, the Port Commission approved a possession and use agreement
and on October 14, 2010, the sale of portions of Terminal 46 to support construction of these
beneficial transportation improvements. 
However, the design of the grade separation as an underpass, which at the time was preferred due
to its ability to protect view corridors, meant that the existing direct north-south connection along
S. Alaskan Way on the waterfront would be lost. Further analysis showed that the underpass
would be more expensive, more risky, and take longer to build than a bridge. It also would have
significantly higher life-cycle maintenance costs.  Based on these considerations, WSDOT
decided to build a bridge that provided a now grade-separated north-south connection on the
waterfront and a grade separation of the new SIG Yard tail track in the east-west direction. The
switch from an underpass to an overpass changed the project footprint, and the area of Terminal
46 that would be impacted. 
Subsequent input by Port staff and trucking interests led to two important beneficial changes to
WSDOT's initial design for the new bridge, both of which also impact Terminal 46: 
The addition of a north-to-east bound turn lane enables Port trucks to head for the SIG
Yard or freeway without having to stop on the western uphill portion of the bridge
(which pushes the western edge of the structure farther onto the eastern edge of Terminal
46); and

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
April 21, 2015 
Page 3 of 7 
A safer interface between T-46's truck entrance and the bike path crossing it. (The bike
path on the north side of the truck entrance is curved to ensure that bicyclists approach
the crossing at low speeds and enables bicyclists and truck drivers to see each other.
Accommodating this design requires a small section of the former labor parking lot.) 
Port staff worked closely with the Viaduct project team in the redesign of this critical project.
The final design and construction minimized the land-in-fee requirements for the eastern side of
the operational area of Terminal 46, while providing significant long-term mobility benefits and
guaranteeing truck access to the terminal during construction.
As part of the previous agreement between the parties, WSDOT agreed to expand the project
bridge by adding a truck lane as described above at their sole cost, while the Port would
contribute the land needed for the extra truck lane. WSDOT estimated the construction cost of
expanding the bridge at approximately $2,000,000. WSDOT originally proposed, and the Port
agreed, that the Port contribute the necessary property rights to accommodate the expanded
bridge. As further described herein, the value of the Port contributed property was $209,000.
During the negotiation process, Port staff was able to reduce this amount to $56,000 of property
value largely by WSDOT agreeing to transfer previously acquired land no longer needed by the
project back to the Port at no cost. In addition, the Port agreed to release its future interest in a
right of first refusal over property needed for the WSDOT project. RCW 39.33.010 permits a
transfer of property or property rights between the State and other municipal corporations (such
as the Port) on mutually agreed to terms and conditions (including price). 
PROPERTY VALUATION 
Following execution of the previous Possession and Use Agreement, the Port and WSDOT have
been in discussions with respect to finalizing the exact parcel areas and the appropriate
compensation values. A description of the parcels to be conveyed are described as follows: 
1.   Fee acquisition by WSDOT from the Port of 3,094 square feet of land area at Terminal
46 valued at $90.00 per square foot totaling $279,000 (rounded up). 
2.   Fee acquisition by WSDOT from the Port of 87 square feet of airspace corridor ("air
rights") valued at $20.00 per square foot for a total value of $2,000 (rounded up). 
3.  In consideration of WSDOT agreeing to expand the project bridge by adding a truck lane
as described above with an estimated construction value of $2,000,000, the Port agreed to
contribute in fee the following areas as consideration exchange to accommodate the
expanded bridge. Using the same unit values as described above, the total contributed
Port property value for these areas is $209,000: 
1,768 square feet of land area valued at $90.00 per square foot for a total value of
$159,000 (rounded down).

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
April 21, 2015 
Page 4 of 7 
2,524 square feet of airspace corridor air rights valued at $20.00 per square foot
for a total value of $50,000 (rounded down) 
4.  In final negotiations, WSDOT agreed to transfer fee ownership to the Port (at no cost) of
certain property areas valued at $145,000 previously acquired from the Port and deemed
surplus or not needed by the project. Due to the change in design described above,
WSDOT had previously proposed that these areas be acquired back by the Port, with the
Port paying WSDOT the actual unit values described below: 
698 square feet of land area valued at $90.00 per square foot for a total value of
$63,000 (rounded up). 
1,169 square feet of airspace encumbered land area valued at $70.00 per square
foot for a total value of $82,000 (rounded up). 
5.  Total Port contributed property value of $209,000 is offset by the $145,000 value of the
WSDOT surplus property given back to the Port plus the difference in land value
previously paid by WSDOT and the real value of the land which turned out to be $8,000.
The sum of these 2 offsets reduced the Port's total contribution of property value to
$56,000. 
The above is summarized as follows: 
Port property conveyed in fee to WSDOT (#1 and #2 above)        $281,000 
Port contributed property in fee to WSDOT (#3 above)           $209,000 
Total Property Value to WSDOT:            $490,000 
Cash Payment to the Port (#1,#2 and $8K from #5)              ($289,000) 
WSDOT Surplus Property to Port (#4 above)                 ($145,000) 
Total Port Contributed Land Value for Expanded Bridge       $ 56,000

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
April 21, 2015 
Page 5 of 7 
FINANCIAL IMPLICATIONS 
Budget Status and Source of Funds 
No funds needed. 
Financial Analysis and Summary 
CIP Category  N/A 
Project Type   N/A 
Risk adjusted  N/A 
Discount rate 
Key risk     The Port has elected to rely on the independent appraisal of the properties; an
factors      appraisal funded by WSDOT, dated 9-11-2011 in determination of the
respective land and air rights values. There is a slight variance between the
area appraised and the final area conveyed. 
Project      N/A 
cost for
analysi
s 
Business Unit Seaport Container Operations. 
(BU) 
Effect on     The proposed Property Settlement Agreement at Terminal 46 will not result in
business     a reduction in lease revenue. It is expected that neither the transfer of fee nor
performance   transfer of air rights will reduce container terminal lease revenue. 
NPV      NA 

ECONOMIC IMPACTS AND BUSINESS PLAN OBJECTIVES 
Proceeding with this property transfer would enable the Port and WSDOT to finalize property
transfers related to the Possession and Use Agreement and associated with the new bridge gradeseparating
both east-west traffic on S. Atlantic Street from the BNSF SIG Yard tail track. The
new bridge is considered to improve drayage truck operating efficiencies. 
STRATEGIES AND OBJECTIVES 
WSDOT's project supported the Port's strategic objective to be a catalyst for regional
transportation solutions and the Century Agenda's goal of positioning Puget Sound as a premier
international logistics hub. It ensured long-term effective access to seaport facilities, provides 
access to future land development projects, supports freight mobility, and promotes regional
economic competitiveness by improving access between Port container terminals, the regional
freeway system and the North SIG Rail Yard.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
April 21, 2015 
Page 6 of 7 
TRIPLE BOTTOM LINE 
Economic Development 
The Settlement Agreement memorializes the real estate ownership interests and allowed the Port
and WSDOT to complete the final phase of work associated with a critical transportation link for
the Port and the community.
Environmental Development 
The project is anticipated to improve air quality by eliminating drayage truck back-ups at the
grade crossing of S. Atlantic St. and the SIG Yard tail track. 
Community Benefits 
WSDOT's project will improve the drayage operations supporting the Port's container terminals.
Eliminating the wait time at the at-grade crossing will improve air quality, efficiency of drayage
operations, and help Port truck drivers to earn a living. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
Alternative 1) Do not agree to the Real Property Settlement Agreement with exchange of 
property rights between the Port and WSDOT. This is not the recommended alternative because
Port and WSDOT staff supports the project and the associated alignment of real property
interests is consistent with as-built improvements. An alternative to refusing the property rights
transfer would merely provide future title and ownership confusion in the future. 
Alternative 2) Agree to the Real Property Settlement Agreement and transfer of property rights
between the Port and WSDOT. The transfer of property rights Terminal 46 Alaskan Way
frontage will be consistent with existing use and ownership interests. This is the recommended
alternative. 
ATTACHMENTS TO THIS REQUEST 
Resolution No. 3708 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
April 28, 2015, First Reading of Resolution No. 3708 and public hearing 
February 28, 2012, Possession and Use Agreement between the Port and WSDOT. 
October 5, 2010, Second Reading and Final Passage, as amended and restated, of
Resolution 3642, amending Unit 20 of the Comprehensive Scheme of Harbor
Improvements related to the Surplus and Transfer of Title of Certain Real Property to
WSDOT. 
August 24, 2010, Second Reading and Final Passage of Resolution No. 3642, as
amended, to add the proceeds to the sale to said property to the Port's Transportation
and Infrastructure Reserve. 
August 10, 2010, First Reading of Resolution No. 3642 and public hearing.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
April 21, 2015 
Page 7 of 7 
On March 9, 2010, the Commission authorized the Chief Executive Officer to execute
the Eleventh Amendment to the Lease with TTI, which in part deleted from the lease
the area covered under the possession and use agreement with WSDOT. 
On July 14, 2009, the Commission authorized the Chief Executive Officer to execute
the First Amendment to the possession and use agreement between WSDOT, the Port
of Seattle, and TTI for the partial taking of Port of Seattle Terminal 46 for the Holgate
Street to S. King Street Viaduct Replacement Project. 
On February 10, 2009, the Commission authorized the Chief Executive Officer to
execute a possession and use agreement between WSDOT, the Port of Seattle, and TTI
for the partial taking of Terminal 46 for the S. Holgate Street to S. King Street Viaduct
Replacement Project.