COMMISSION 
AGENDA MEMORANDUM                        Item No.          8b 
ACTION ITEM                            Date of Meeting     December 15, 2020 
DATE:     November 23, 2020 
TO:        Stephen P. Metruck, Executive Director 
FROM:    Melinda Miller, Director, Portfolio and Asset Management 
Stephanie Jones Stebbins, Managing Director Maritime 
SUBJECT:  Second Amendment to Lineage Amended and Restated Lease (L#003345) 
Amount of this request:                       $0 
Total estimated project cost:                   $0 
ACTION REQUESTED 
Request Commission authorization for the Executive Director to approve and execute the
Second Amendment to the Amended and Restated Lease that Lineage Logistics has with the
Port. 
EXECUTIVE SUMMARY 
Staff is recommending the approval and execution of the Second Amendment, substantially as
depicted in draft as attached, to the Amended and Restated Lease (the "A&R Lease"), which the
Commission had authorized to execute on December 10, 2019. Upon such Commission action,
Terminal 91 tenant, Lineage Logistics, had assumed the ground lease which is the predecessor
to the A&R Lease and purchased Buildings W-391 and W-392 from Trident Seafoods. The A&R
Lease converted the existing four 5-year options to one 20-year term and added two 10-year
options, totaling 40 years. The Second Amendment requiring Commission approval will change
two sections of the A&R Lease: (1) Amending and restating Section 13.2 Assignment and
Sublease to add and clarify related terms; and (2) Adding a new Section 21,  Leasehold
Mortgage, to stipulate terms and conditions under which Lessee is allowed to obtain leasehold 
mortgage within the confines of the A&R Lease. 
JUSTIFICATION 
Lineage Logistics (formerly City Ice) has been an exemplary tenant of the Port for many years.
They are considered the industry's leading innovator in temperature-controlledsupply chain
and logistics. Their organizational mission aligns closely with the Port's in that they use
technology to advance sustainability and lessen environmental impact, promote food safety,
increase distribution efficiency, and minimize supply chain waste. 


Template revised January 10, 2019.

COMMISSION AGENDA  Action Item No. 8b                                  Page 2 of 4 
Meeting Date: December 15, 2020 

As a result, Lineage helps customers ranging from Fortune 500 companies to small familyowned
businesses increase the efficiency and protect the integrity of their temperaturecontrolled
supply chain. 
Similar to previous commission action on this lease, this requested action of executing the
Second Amendment to the A&R Lease echoes Port's Century Agenda's Mission Statement of
"advancing trade and commerce, promoting industrial growth and stimulating economic
development" and supports the following Century Agenda's objectives  
1)  Double the economic value of the fishing and maritime cluster industries. 
2)  Increase workforce training, job and business opportunities for local communities in
maritime, trade, travel and logistics. 
3)  Anchor the Puget Sound urban-industrial land use to prevent sprawl in less developed
areas. 
4)  Meet all increased energy needs through conservation and renewable sources. 
This requested action for said maritime industrial properties at Terminal 91 also contributes to
and aligns with the Maritime Division's overall business strategies: 
1)  Assure financial sustainability by accomplishing a positive net operating income after
depreciation by 2024. 
2) Increase the economic impact of the Maritime Division by leveraging the "ocean
economy." 
3)  Be the greenest Port in North America by integrating environmental sustainability into
Port business processes and investment decisions. 
4)  Develop, maintain and operate maritime facilities to ensure long-term viability and 
efficiency to meet our customer's needs. 
The intent of the Second Amendment of the A&R Lease is to support the continued industrial
uses at Terminal 91 and reflect changes in Lineage's overall restructuring and allow Lessee to
obtain leasehold mortgage on a ground lease to finance capital improvement projects that
Lineage Logistics intended to carry out with acquiring Buildings 391 and 392 and assuming the
ground lease from Trident. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
In this case, there will only be two alternatives: (1) Not approving the Second Amendment (2)
Approving the Second Amendment. 
Alternative 1  Not approving the Second Amendment to the A&R lease. 
Cost Implications: There are no cost implications to the Port. 
Pros: 
(1)   No need to make changes to the already approved and executed A&R lease.

Template revised June 27, 2019 (Diversity in Contracting).

COMMISSION AGENDA  Action Item No. 8b                                  Page 3 of 4 
Meeting Date: December 15, 2020 

Cons: 
(1)   Create hurdles for tenant to obtain leasehold mortgage financing on a ground lease. 
(2)   Tenant  may  not  be  able  to  perform  tenant  improvements  and  make  capital
investments to the Buildings 391 and 392, as they had intended to by assuming the
ground lease from Trident Seafoods and extending the lease term. 
This is not the recommended alternative. 
Alternative 2  Approving the Second Amendment to the A&R lease. 
Cost Implications: 
There are no cost implications to the Port. 
Pros: 
(1)   Facilitate tenant's business changes and needs in association of its occupancy and use
of the leased premises. 
(2)   Maintain and strengthen the long-term tenancy and ensure market rate-based rent
revenue from this lease. 
Cons: 
(1)   Slight increase in risk associated with tenant's business restructuring and leasehold
mortgage. The risk has been analyzed and mitigated in terms laid out in the Second
Amendment. For details, please refer to the draft of the Second Amendment to the
A&R Lease in the substantially agreed form attached hereto. 
This is the recommended alternative. 
ATTACHMENTS TO THIS REQUEST 
Second Amendment to the Amendment and Restated Lease with Lineage Logistics 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
December 10, 2019  The Commission authorized for the Executive Director to execute (1)
the assignment of the ground lease from Trident Seafood to Lineage Logistics at
Terminal 91, and (2) the amendment and restatement of the assigned lease to convert
the existing four 5-year options to one 20-year term and to add two 10-year options to
renew and updated lease language. 
February 24, 2004   The Commission authorized for the Managing Director, Seaport
Division, to: (1) consent to a sublease, (2) consent to a lease assignment; and, (3) amend
certain lease terms, all to effect the transfer of CityIce Cold Storage Company's interest
in a lease with the Port at Terminal 91 to Trident Seafoods Corporation. 

Template revised June 27, 2019 (Diversity in Contracting).

COMMISSION AGENDA  Action Item No. 8b                                  Page 4 of 4 
Meeting Date: December 15, 2020 

September 9, 1999  The Commission approved an Assignment and Assumption of Lease
and Consent of Port of Seattle wherein the Port acknowledged that Tyson had acquired
Arctic Alaska Seafoods, Inc's interest in the Lease and approved an assignment of the
Lease from Tyson to Trident. 
September 6, 1990  The Commission approved a thirty-year ground lease between the
Port and Arctic Alaska Seafoods, Inc for the lessee to construct, own and operate a cold
storage facility at Terminal 91. Terminal 91 Realty was a partnership consisting of Arctic
Alaska Seafoods, Inc. ("Arctic") and SeaPro Cold Storage ("SeaPro"). 















Template revised June 27, 2019 (Diversity in Contracting).