Item No. 8m_Attach
Meeting Date: November 17, 2026
FIRST AMENDMENT TO LEASE
BETWEEN

PORT OF SEATTLE
AND

WASHINGTON MARITIME BLUE
AT

FISHERMEN'S TERMINAL
THIS FIRST AMENDMENT TO LEASE (the "Amendment") is made by and between the
PORT OF SEATTLE, a Washington municipal corporation (the "Port"), and Washington
Maritime Blue, a Washington nonprofit corporation (the "Lessee"), and shall be effective as of
the date it has been mutually executed by both parties to the Amendment.
W I T N E S S E T H :
WHEREAS, the parties entered into a Term Lease agreement dated March 21, 2025, hereinafter
called "Basic Lease," covering certain premises and activities by Lessee at Fishermen's
Terminal, Seattle, Washington; and
WHEREAS, in accordance with the Basic Lease terms and conditions a notice dated March 23,
2026, established the Commencement Date as June 16, 2026, the "Rent Commencement Date"
as December 17, 2026, and the Tenant Improvement "Outside Completion Date" as March 18,
2027, which shall be superseded by this First Amendment as agreed to by the parties; and
WHEREAS, the Lessee has agreed to complete the installation of the remaining solar panels in
connection with the Living Building solar requirements as a part of their Tenant Improvement
work relieving the Port of its obligation to install the remaining solar panels as part of Lessor's
Work under the Basic Lease terms and conditions; and
WHEREAS, the parties now wish to amend the Basic Lease to incorporate an additional six (6)
months to the initial term for a total initial lease term of ten (10) years and six (6) months;
confirm the Commencement Date under Section 2.1; revise and establish the "Outside
Completion Date" for the Tenant Improvements under Section 2.2, revise and establish the "Rent
Commencement Date" and Base Rent provisions under Section 3.1; and amend the Tenant
Improvement Allowance total for the solar panel installation, payment terms, and limits under
Section 7.1.
NOW, THEREFOR, in consideration of the mutual covenants contained herein, the parties agree
as follows:
1. Amendment to Section 2.1 (Lease Term). Section 2.1 of the Original Lease is hereby
deleted in its entirety and replaced with the following:
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"2.1.
Lease Term. This Lease shall be for a term ("Term") of ten (10) years and six
(6) months. The Lease Term shall officially commence on June 16, 2026 (the "Commencement
Date"), and, unless sooner terminated in accordance with the provisions of this Lease, shall
expire at midnight on December 15, 2036. Lessee acknowledges and agrees that substantial
completion of the Port's MInC redevelopment project described in Exhibits D and E attached
hereto (the "Port's Work") occurred March 6, 2026 ("Substantial Completion") and the date the
Port delivered the Premises to Lessee occurred March 18, 2026 ("Delivery Date")."
2. Amendment to Section 2.2 (Early Termination). Section 2.2 of the Original Lease is
hereby deleted in its entirety and replaced with the following:
"2.2. Early Termination. If Lessee does not complete its Tenant Improvements as
described in Exhibit C and Exhibit D by September 18, 2027 (the "Outside Completion
Date"), the Port may terminate this Lease by providing at least ninety (90) days prior
written notice, which notice shall state the date the Lease will terminate (the notice being
the "TI Early Termination Notice" and the date being the "TI Early Termination Date").
Upon such termination, this Lease will terminate and be of no further force or effect
(except as explicitly provided herein) and the Port shall retain the Security, and Lessee
shall pay a penalty in an amount equal to six (6) months' of Base Rent (the "Tenant
Improvement Early Termination Penalty"). By accepting the Tenant Improvement Early
Termination Penalty the Port does not forego or waive any other of the Port's rights under
the terms and conditions of this Lease. The Tenant Improvement Early Termination
Penalty shall become due immediately on the TI Early Termination Date and shall be
considered Rent for the purposes of the accrual of late charges. Notwithstanding the
foregoing, if, after receipt of the TI Early Termination Notice, Lessee completes the
Tenant Improvements prior to the TI Early Termination Date, then the Tenant
Improvement Early Termination Penalty shall not be payable and this Lease shall not
terminate and shall remain in full force and effect. Notwithstanding the foregoing, the
Outside Completion Date shall be extended (on a day for day basis) for each day of (i) a
Force Majeure event or (ii) a Port Delay (as defined in Exhibit D), or as may be mutually
agreed by Lessee and the Port."
3. Amendment to Section 3.1 (Base Rent). Section 3.1 of the Original Lease is hereby
deleted in its entirety and replaced with the following:
"3.1. Base Rent. Base Rent (defined below) shall commence June 16, 2027 ("Rent
Commencement Date") Lessee agrees to pay as rent (the "Base Rent") for the Premises the
initial sum of THIRTY-NINE THOUSAND TWO HUNDRED FIFTY AND NO/100
DOLLARS ($39,250.00) per month, plus applicable taxes, which sum shall be escalated
pursuant to Section 3.2, with Base Rent escalations throughout the initial ten (10) years and
additional six (6) months of the Term and any Option Term illustrated on Addendum 1 as
amended herein.
Base Rent is generally computed as follows:
15,700 sf of office workspace @ $30.00/sf/yr. = $471,000/yr. ÷ 12 = $39,250.00/mo.
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In addition to Base Rent, Lessee shall pay to the Port as additional Rent, leasehold excise
tax ("LET") on all "Taxable Rent" as determined and required under R.C.W. 82.29A and
the Department of Revenue's implementing regulations, and any subsequent amendments
thereto. Notwithstanding any provision of this Lease to the contrary, following an
assignment or other transfer by the Port of its interest in the Premises (including an
assignment of its interest under this Lease), leasehold excise tax shall not be payable on
Taxable Rent if the assignee is not the State of Washington, a county, city, port district,
municipal corporation, public development authority, or other entity which is exempt from
payment of ad valorem property taxes under Article 7, Section 1 of the Washington State
Constitution or other Legal Requirements (as defined below), or is not required to collect
leasehold excise tax under RCW Chapter 82.29A, as amended from time to time, in which
case, Lessee shall be responsible for payment of all real and personal property taxes
assessed against the Premises as provided in Section 9 of this Lease.
Base Rent for the initial month of the Term shall be paid to the Port in advance on or before
the Rent Commencement Date and, thereafter, on or before the first day of each and every
calendar month during the Term, at such place as the Port may designate, without any prior
demand, and without any abatement, deduction or setoff whatsoever. If the Term
commences on any day other than the first day of a calendar month, Base Rent for any
fractional month shall be escalated or prorated based upon the actual number of days in
such fractional month."
4. Amendment to Section 7.1 (Limitation on Alterations). Section 7.1 of the Original
Lease is hereby deleted in its entirety and replaced with the following:
"7.1. Limitation on Alterations. Other than the Tenant Improvements, Lessee shall make
no changes, alterations, additions, substitutions or improvements (collectively referred to as
"Alterations") to the Premises, unless Lessee shall first deliver to the Port plans and
specifications for, and obtain the Port's prior written approval of, such Alterations. The Port
shall not unreasonably withhold, condition, or delay its approval of any Alterations. All
such Alterations shall be done at Lessee's sole cost and expense and at such times and
subject to such reasonable conditions as the Port may from time to time designate. The Port
shall contribute a "Tenant Improvement Allowance" toward a portion of the Lessee's costs
and expenses associated with Lessee's design and construction of the Tenant Improvements
(defined in Exhibit D). The Tenant Improvement Allowance shall consist of (a) an amount
not to exceed $63.00 per square foot equal to NINE HUNDRED EIGHTY-NINE
THOUSAND ONE HUNDRED AND NO/100 DOLLARS ($989,100.00) for standard
Tenant Improvements, plus (b) an additional reimbursement amount not to exceed THREE
HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), which $300,000
shall be used solely for the solar panel installation and any associated ancillary work
associated with the solar panel installation to meet the Living Building requirements. The
Tenant Improvement Allowance shall be reimbursable progressively subject to the
terms and conditions provided herein, provided that the total reimbursements do not
exceed the total set forth above. The Port shall process and pay each progressive
reimbursement allocation within forty-five (45) days after Lessee has submitted a
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"Disbursement Package" consisting of: (i) a written request for disbursement detailing
the work completed to date, (ii) invoices showing such amounts were paid, (iii) executed
mechanics' lien releases from all constructors, subcontractors and suppliers for both the
work and the materials for which reimbursement from the Tenant Improvement Allowance
is requested, (iv) Affidavits of Wages paid required pursuant to Section 7.4.3 below, and
(v) such other items which may be reasonably requested by the Port. In any case, Lessee
must submit any final Disbursement Package within ninety (90) days from substantial
completion of the Tenant Improvements, with the Port's progressive and final
reimbursements subject to review and approval, which shall not be unreasonably withheld,
conditioned or delayed. The Tenant Improvement work shall be performed in accordance
with both Exhibit D (the "Work Agreement") and LBC Requirements (defined in Section
8.3)."
5. Except as expressly amended herein, all provisions of the Basic Lease shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this FIRST Amendment effective as
of the date it has been mutually executed by both parties.
LESSOR
PORT OF SEATTLE

LESSEE
Washington Maritime Blue

By: _________________________________

By: _________________________________

Its: ______________________________

Its: ______________________________

Date: ____________________________

Date: ____________________________

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ADDENDUM 1
BASE RENT SCHEDULE
Term Time Period
Months 1-12
Months 13-18
Months 19-30
Months 31-42
Months 43-54
Months 55-66
Months 67-78
Months 79-90
Months 91-102
Months 103-114
Months 115-126
Months 127-138
Months 139-150
Months 151-162
Months 163-174
Months 175-186
Months 187-198
Months 199-210
Months 211-222
Months 223-234
Months 235-246

Monthly Base Rent
Annual Base Rent/RSF
$0.00
$0.00
$39,250.00
$30.00
$40,427.00
$30.90
$41,640.00
$31.83
$42,889.00
$32.78
$44,176.00
$33.77
$45,501.00
$34.78
$46,866.00
$35.82
$48,272.00
$36.90
$49,720.00
$38.00
$51,212.00
$39.14
First Option Period
$52,748.00
$40.32
$54,331.00
$41.53
$55,961.00
$42.77
$57,639.00
$44.06
$59,369.00
$45.38
Second Option Period
$61,150.00
$46.74
$62,984.00
$48.14
$64,874.00
$49.59
$66,820.00
$51.07
$68,825.00
$52.61

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