COMMISSION 
AGENDA MEMORANDUM                        Item No.          8k 
ACTION ITEM                            Date of Meeting     December 14, 2021 

DATE :     November 23, 2021 
TO:        Stephen P. Metruck, Executive Director 
FROM:    Stephanie Jones Stebbins, Managing Director Maritime Division 
Marie Ellingson, Cruise Operations & Business Development Manager 
SUBJECT:  Sixth Amendment Cruise Terminals of America Lease 
ACTION REQUESTED 
Request Commission authorization for the Executive Director to execute the Sixth Amendment
to the Cruise Facility Lease Agreement with Cruise Terminals of America for Smith Cove Cruise
Terminal at Terminal 91 substantially as described in this agenda memorandum. The amended
lease would continue the current agreement for two years through November of 2023 with two
additional one-year extension options for 2024 and 2025. 
EXECUTIVE SUMMARY 
The current lease agreement with CTA, which commenced in 2005, includes Smith Cove Cruise
Terminal at Terminal 91. The agreement was amended and restated in 2015 to remove Bell
Street Cruise Terminal at Pier 66. The Port has contracted with CTA to manage cruise
operations since 2000 when the port began its homeport cruise business. CTA has been an
important partner in the Port's success in the cruise business.
As the cruise industry continues to recover from the pandemic and the ban on large cruise ships
in the U.S. in 2020, the Port's cruise business resumes growth. Maintaining safe, consistent
operations and continually improving health protocols and customer service at our current
terminals is key. As the Port's cruise terminal operator, CTA has partnered with the Port and the
cruise lines on the development and implementation of new health protocols and an updated
sanitation program. CTA has provided a safe and secure terminal and pier operation and have
been in good standing with the United States Coast Guard and Customs and Border Protection
and in compliance with regulatory requirements. 
JUSTIFICATION 
In the fourth amendment to this cruise terminal lease, the port aligned the terms with the
remaining term and options to extend as defined in the Port's current preferential berthing
agreements and the target opening of the proposed new cruise terminal. The effects of the

Template revised January 10, 2019.

COMMISSION AGENDA  Action Item No. _8k___                              Page 2 of 4 
Meeting Date: December 14, 2021 
pandemic on the cruise industry have caused the port to reassess the Maritime Division's
approach to Cruise  and our strategic plan. Maintaining CTA as the terminal manager at
Terminal 91 would allow us that time while knowing we can uphold safe and efficient cruise
operations. 
Should the Port decide to compete or otherwise negotiate the terminal management at this
time, the Port may not successfully negotiate terms that would realize the same financial return
for a short-term agreement and may experience a low level of interest in a short-term
opportunity. 
Diversity in Contracting 
This is an extension of an existing lease agreement. A WMBE goal is not feasible. The port will
work with the cruise terminal operator and other cruise stakeholders to advertise job
opportunities in historically underserved communities. 
DETAILS 
The basic terms of the existing agreement remain the same.  The amended lease would
continue the current agreement for two years with two additional one-year extension options
at the port's discretion. Instead of two additional one-year extension options for 2022 and 
2023, the term of the lease would extend through November of 2023 with two additional oneyear
extension options (2024 and 2025). 
CTA has exercised their option to extend through 2022 in their current lease, with an additional
one-year option for 2023. Given the unprecedented circumstances of the past two years, we
are proposing additional flexibility to implement a strategic plan for our terminals and search
for a new terminal operator when the future of cruise is more certain. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
Alternative 1  Do not amend the lease. The current lease with CTA will have no additional
option years after November of 2023. This would require the Port to begin the process of
seeking a new terminal operator and negotiate a new agreement. 
Cost Implications: unclear what the financial implications would be. 
Pros: 
(1)   The Port issuing an RFP or negotiating a new lease for a new terminal operator would
open an opportunity for a new organization. 
Cons: 
(1)   The Port may not successfully negotiate terms that would realize the same financial
return for a short-term agreement. May experience a low level of interest in a shortterm
opportunity. 

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

COMMISSION AGENDA  Action Item No. _8k___                              Page 3 of 4 
Meeting Date: December 14, 2021 
(2)   The new operator would need to learn the terminal and operation, put new measures
in place to meet regulatory requirements such as the terminal security plan, and
execute new agreements for security, transportation, vendors, etc. 
(3)   The Port would have limited time to develop and implement a post pandemic strategic
cruise business plan. 
This is not the recommended alternative. 
Alternative 2  Approve the Sixth Amendment to the Cruise Facility Lease Agreement. 
Cost Implications: The financial terms of the existing agreement remain the same. 
Pros: 
(1) Allows for flexibility and increases options for the Port's cruise business development
plan in the future. 
(2) Approval of the sixth amendment ensures consistency in operations and regulatory
compliance and continues efforts to exceed our customers' expectation and high
standards of the cruise industry. 
Cons: 
(1)   Could delay a competitive solicitation or alternative negotiation for two additional
years. 
This is the recommended alternative. 
FINANCIAL IMPLICATIONS 
The CTA agreement is structured as a revenue-sharing lease. CTA collects the passenger and
dockage fees (per Marine Terminal Tariff No. 5) from the cruise lines, and the Port bills CTA for
its share of the fee revenue. The Port's revenue-share remains the same in this sixth lease
amendment.
The Port provides CTA with annual allowances for use in meeting their repair and maintenance
obligations. These allowances include a Maintenance Allowance of $75,000, a Capital Allowance
of $200,000, and a Per Passenger Allowance of $0.08 per passenger up to 5 million passengers
then $0.05 per passenger thereafter. 
ATTACHMENTS TO THIS REQUEST 
(1)   Draft Sixth Amendment to the Cruise Facility Lease Agreement. 

PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
November 02, 2021  Fifth Amendment to the Cruise Terminal Lease reflecting CTA's
adoption of Exhibit 1 of the MOA per the CDC's Framework for Conditional Sailing and
allowed for the August and September rent payments to be made by CTA within 30 days
given the late start to the cruise season. 

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

COMMISSION AGENDA  Action Item No. _8k___                              Page 4 of 4 
Meeting Date: December 14, 2021 
October  22,  2019    Commission  approved  the  Fourth  Amendment  to  the  Cruise
Terminal Lease. 
August 11, 2015  Commission approved the Amended and Restated Cruise Terminal
Lease to remove Pier 66. 
September 11, 2012  The Commission authorized the Second Amendment to the Cruise
Facility Lease Agreement exercising the option to extend seven years: 2013-2019 
April 11, 2006  The Commission approved the First Amendment to the Cruise Facility
Lease Agreement to incorporate future move from Terminal 30 to Terminal 91. 
December 11, 2005  The Commission authorized the execution of the Cruise Facility
Lease Agreement: 2006-2012 
Management Agreement between the Port of Seattle and Cruise Terminals of America
in place 2000-2005 













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