PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA               Item No.      5b 
Date of Meeting      July 14, 2009 

DATE:    June 29, 2009 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    Michael Campagnaro, Manager, Container Leasing and Operations 
Christine Wolf, Seaport Strategic Planning & Policy/Land Use 

SUBJECT:  First Amendment to the Possession and Use Agreement between Washington
State Department of Transportation (WSDOT), the Port of Seattle and Total
Terminals International LLC (TTI) at Terminal 46. 
ACTION REQUESTED 
Request for Authorization for the Chief Executive Officer to execute the First Amendment to the
Possession and Use Agreement between Washington State Department of Transportation
(WSDOT), the Port of Seattle and Total Terminals International LLC (TTI) for the partial taking
of Port of Seattle Terminal 46 for the S. Holgate Street to S. King Street Viaduct Replacement
Project. 
BACKGROUND 
The S. Holgate Street to S. King Street Viaduct Replacement Project is one of the "Moving
Forward" projects associated with replacing the Alaskan Way Viaduct with a bored tunnel along
the central waterfront and is critical to public safety because the viaduct is at risk of failure from
earthquakes. This project replaces the south end of the viaduct, which accounts for about 40
percent of the entire structure. It also improves freight and traffic mobility by providing new onand-off
ramps for SR-99 near S. King Street to improve access to downtown; by creating an
underpass for freight coming to and from the Port; and by relocating the existing BNSF Seattle
International Gateway (SIG) Yard tail track to the west. 
The Port owns certain Real Property at Terminal 46, currently leased to Total Terminals
International (TTI), that WSDOT needs to proceed with the S. Holgate Street to S. King Street
Project. On February 10, 2009, the Port of Seattle Commission granted approval to the Chief
Executive Officer to execute a Possession and Use (P&U) Agreement between Washington State
Department of Transportation (WSDOT), the Port, and TTI, granting WSDOT certain property
rights. (A copy of the February 10, 2009, Commission memo explaining the Possession and Use
Agreement in greater detail is attached.)

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
June 29, 2009 
Page 2 of 3 
The P&U Agreement allowed WSDOT to advertise for bidders for the construction of Phase I of
the project in February 2009 before WSDOT had acquired the Real Property from the Port
through a Purchase and Sale Agreement or through Condemnation. Otherwise, the project would
have been delayed. Once the Port and WSDOT agree on the final price for this property, Port
staff will request Commission approval of a resolution declaring this fee area surplus, deleting it
from the Comprehensive Scheme and authorizing the sale. 
WSDOT has requested several revisions of the P&U Agreement because of project design
changes. These revisions include a 423-foot reduction to the fee acquisition area,
reconfiguration for the temporary easement areas, and changes to the durations to the temporary
easements. Due to the increase in both the area and the durations of the temporary easements,
WSDOT's revised offer is raised from $6,566,299 to $6,998,700. A breakdown of the area and
compensation difference between the original Possession and Use Agreement and the First
Amendment to the Possession and Use Agreement are as follows: 
Possession and Use        First Amendment to
Agreement Per Commission   Possession and Use
Memo dated February 10,    Agreement 
2009 
Fee Area                87,582 Square Feet         87,159 Square Feet 
Fee Area Purchase Offer      $5,922,840              $5,920,350 
payable to the Port 
Temporary Construction     94,358 Square Feet         113,540 Square Feet 
Easement Area 
Removal & Installation of                          $10,000 
Security Cameras 
Temporary Construction     $767,129               $1,227,800 
Easement Offer payable to
TTI 
Asphalt Paving and Chain-link $13,550                Same 
fence improvements 
Parking Lot Reconfiguration   $20,000                Same 
and restriping 
Deduction for Special Benefits  $157,350                $193,020 
to the Port 
All other terms and conditions of the P&U Agreement are unchanged. TTI, as Lessee of the
Temporary Construction Easement (TCE) Property, has full control of the TCE Property and is
entitled to receive the State's offer for the purchase of temporary construction easement rights to
the TCE Property, including payment for removal and reinstallation of three security cameras.
TTI waives its rights, if any, that it may have to receive any portion of the State's offer for the
Port Property. The State will issue a warrant in the amount of $5,760,900 to the Port and a
warrant in the amount of $1,237,800 to TTI, on July 31, 2009.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
June 29, 2009 
Page 3 of 3 

Port staff worked closely with the project team to ensure that WSDOT's requirements for land in
fee needs were minimized and that TTI's access to Terminal 46 was guaranteed during
construction. 
TTI has signed the First Amendment Possession and Use Agreement. WSDOT will fully
execute the agreement following the Commission's approval. 
PREVIOUS COMMISSION ACTION 
On February 10, 2009, the Commission authorized the Chief Executive Officer to execute a
Possession and Use Agreement between the Washington State Department of Transportation
(WSDOT), the Port of Seattle and Total Terminals International for the partial taking of
Terminal-46 for the S. Holgate Street to S. King Street Viaduct Replacement Project.