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Special Meeting on Dec 05, 2017 3:30pm

Minutes for the Port Of Seattle Commission meeting, held on Dec 05, 2017 3:30pm

                                                                              P.O. Box 1209 
                                                                Seattle, Washington 98111 
                                                                   www.portseattle.org 
                                                                      206.787.3000 
                                         APPROVED MINUTES 
                               COMMISSION SPECIAL MEETING DECEMBER 5, 2017 
                The Port of Seattle Commission met in a special meeting Tuesday, December 5, 2017, in the
                    Central Auditorium at Seattle-Tacoma International Airport, Seattle, Washington. Commissioners 
                    Albro, Bowman, Creighton, Felleman, and Gregoire were present. 
                       1.    CALL TO ORDER 
                    The meeting was called to order at 2:53 p.m. by Commission President Tom Albro. 
                       2.    EXECUTIVE SESSION pursuant to RCW 42.30.110 
                    The public meeting was immediately recessed to an executive session estimated to last 60 minutes
                      to discuss one matter related to performance on a publicly bid contract and one matter related to
                      qualifications for public employment. Following the executive session, which lasted approximately
                    80 minutes, the public meeting reconvened at 4:20 p.m. Commissioner Albro led the flag salute. 
                       3.    SPECIAL ORDERS OF BUSINESS  None. 
                       4.    UNANIMOUS CONSENT CALENDAR 
                    [Clerk's Note: Items on the Unanimous Consent Calendar are not individually discussed, although 
                  commissioners may remove items from the consent calendar for separate discussion and vote in
                   accordance with commission bylaws.] 
                      4a.  Approval of the minutes of the special meeting of August 15, 2017. 
                     4b.  Authorization for the Executive Director to execute Change Order 109 to Contract MC-
                      0317730, Vertical Conveyance Modernization Phase 1 at Seattle-Tacoma International
                         Airport, to extend the contract duration by 168 calendar days and for the deductive
                       amount of $10,000. No additional funds are being requested (CIP #C800251). 
                  Request document(s) included an agenda memorandum. 
                   The motion for approval of consent items 4a and 4b carried by the following vote: 
                   In favor: Albro, Bowman, Creighton, Felleman, Gregoire (5) 
                       5.    PUBLIC TESTIMONY 
                             Hayward Evans, Washington Civil Rights Coalition, regarding recent litigation pertaining
                               to Women and Minority Business participation in the Airport Dining and Retail program. 

                               Digital recordings of the meeting proceedings and meeting materials are available online  www.portseattle.org.

              PORT COMMISSION MEETING MINUTES                             Page 2 of 5 
               TUESDAY, DECEMBER 5 2017 
                             Eddie Rye, Jr., Washington Civil Rights Coalition, regarding recent litigation pertaining to
                               Women and Minority Business participation in the Airport Dining and Retail program. Mr.
                               Rye submitted written materials, which are included here as minutes Exhibit A. 
                       6.    DIVISION, CORPORATE, AND COMMISSION ACTION ITEMS 
                    Without objection, the Commission advanced to consideration of  
                      6c.  First Reading of Resolution No. 3737, a Resolution of the Port of Seattle Commission to
                        establish a Diversity in Contracting Policy Directive to increase women and minority
                        business opportunities and to repeal Resolutions No. 3506 and No. 3618. 
                   Request document(s) included an agenda memorandum, presentation slides, and draft resolution. 
                     A copy of the final draft of Resolution No. 3737 will be made available upon adoption. 
                     Presenter(s): Aaron Pritchard, Commission Issues and Policy Manager, and Teresa Delicino,
                    Director, Small Business Development. 
                The purpose of this policy is to improve women and minority business enterprise (WMBE)
                      participation in contracts, by increasing the number of WMBE businesses contracted, and the
                  percentage of Port spending with WMBE firms. Each division will set goals based on their
                    anticipated contracting for the coming year. Categories used to define WMBEs will be the same as
                      those used in federal disparity studies. 
                 Commissioners and staff discussed the process for becoming a certified WMBE. Although
                  business will not need to be certified to participate, part of this policy will direct Port staff to
                      encourage certification. 
                 Commissioners expressed an interest in disaggregating the business utilization data by ethnic
                    group in order to determine whether particular groups are underrepresented in order to increase
                    outreach to those communities. Disaggregated data for current contracts was requested in order to
                      establish a baseline. 
                    Changes to consider before adoption were proposed, including the following: 
                           Striking the word "covered" from Section 3, to apply these goals to all firms contracting with
                                the Port. 
                         Updating the 2016 Small Business Utilization Report for inclusion as an appendix. 
                         That the definitions be clarified to distinguish between Disadvantaged Business Enterprise
                          (DBE) and Airport Concessions Disadvantaged Business Enterprise (ACDBE) and WMBE. 
                    The motion for approval of First Reading of Resolution No. 3737 carried by the following vote: 
                   In favor: Albro, Bowman, Creighton, Felleman, Gregoire (5) 
                    Without objection, the Commission advanced to consideration of  
                     6d.  Authorization for the Executive Director to (1) execute a purchase and sale agreement
                        to acquire Salmon Bay Marina for $15,679,120; (2) execute an amendment to the

                       Minutes of December 5, 2017, submitted for review on May 2, 2018, and proposed for approval on May 8, 2018.

              PORT COMMISSION MEETING MINUTES                             Page 3 of 5 
               TUESDAY, DECEMBER 5 2017 
                        existing  architectural/engineering  services  contract  for  Fishermen's Terminal for
                        $2,000,000 for the planning and design of a 60,000 square-foot light industrial building
                       and related upland site improvements; and (3) invest $900,000 in covered moorage fire
                       suppression systems and marina start-up costs. 
                 Request document(s) included an agenda memorandum, presentation slides, purchase and sale
                   agreement, due diligence summary, and comprehensive analysis options document. A map of the
                     property was provided at the time of the meeting and is attached as minutes Exhibit B. 
                   Presenter(s): David McFadden, Managing Director Economic Development, and Jeffrey Utterback,
                    Real Estate Development Director. 
                    The Salmon Bay Marina is strategically located adjacent to Fishermen's Terminal. If the Port does
                     not purchase this property now it is unlikely to be on the market again in the near future. A master
                      use permit is attached to the property that will support both fishing and recreational boating. 
                 Commissioners discussed whether purchasing this property is in keeping with the Port's current
                      strategic priorities such as job creation and the number of derelict vessels currently at the marina. 
                   The motion for approval of agenda item 6d carried by the following vote: 
                   In favor: Albro, Bowman, Creighton, Felleman (4) 
                  Opposed: Gregoire (1) 
                    Without objection, the Commission advanced to consideration of  
                      6e.  Authorization for the Executive Director to: (1) authorize $1,600,000 of project spending
                      via a tenant reimbursement agreement (TRA), see Attachment 1, between the Port and
                       Ivar's Inc. for the design and construction of a shared cooking facility and venting
                        system in support of temporary food carts offering hot food in the Central Terminal at
                      Seattle-Tacoma International Airport; (2) execute a lease and TRA with Ivar's for this
                       purpose under the Airport's AV-2Policy, and (3) authorize an additional $400,000 of
                        project  spending  to  support  this  tenant  project.  This  request  seeks  a  single
                        authorization to approve the TRA and complete design and construction. The total
                         estimated cost for this project is $2,000,000. 
                 Request  document(s)  included  an  agenda  memorandum,  presentation  slides,  tenant
                  reimbursement agreement, and lease and concession agreement. A preliminary food cart  design
                     was presented at the time of the meeting and is included here as minutes Exhibit C. 
                     Presenter(s): James Schone, Director, Aviation Commercial Management, and Sean Anderson,
                   Program Leader, Aviation Project Management Group. 
                     Previously, this authorization request was presented as agenda item 4d on November 28, 2017,
                      and was laid on the table at that time. 
                     Hot food availability will be limited during the Central Terminal remodel. To help provide adequate
                    dining options to customers, staff proposes entering into a tenant reimbursement agreement (TRA)

                       Minutes of December 5, 2017, submitted for review on May 2, 2018, and proposed for approval on May 8, 2018.

              PORT COMMISSION MEETING MINUTES                             Page 4 of 5 
               TUESDAY, DECEMBER 5 2017 
                      with Ivar'sto construct a shared cooking facility in order to support temporary food carts in the
                    Central Terminal. A TRA is proposed for this project because Ivar's has the ability to complete the 
                     project faster than the Port. In the future, this kitchen can be used for other kiosks and as a 
                     business incubator for food service. Commissioner concerns with the project were noted as
                    outlined in more detail on November 28. 
                   The motion for approval of agenda item 6e carried by the following vote: 
                   In favor: Albro, Bowman, Felleman, Gregoire (4) 
                  Opposed: Creighton (1) 
                    The Commission returned to consideration of  
                      6a.  First Reading of Resolution No. 3742: a resolution of the Port Commission of the Port
                        of Seattle adopting bylaws governing the organization and transaction of business of
                       the Port of Seattle Commission and repealing Resolutions No. 3611, 3672, 3673, 3689,
                         3690, 3733, and all other resolutions dealing with the same subject matter. 
                    Request document(s) included a draft resolution, appendix, and potential amendments. An agenda
                 memorandum was provided at the time of the meeting. A copy of the final draft of Resolution No.
                    3742 will be made available upon adoption. 
                    Presenter(s): Paul J. White, Commission Clerk. 
                The proposed bylaws have been benchmarked against those of other organizations and have
                 undergone extensive review. The text presented is a reorganization of the current bylaws . S ince
                    the Port was formed in 1911, the bylaws have been added to and expanded, but have changed
                      little in basic structure and emphasis. 
                     The proposed bylaws contain seven articles, following Robert's Rules of Order. 
                         Article I provides an object statement. 
                     Article II pertains to the membership of the body. It addresses vacancies in a way that
                             aligns  more  clearly  with  state  statute  and  provides  expanded  guidance  regarding
                             abstention and recusal. 
                     Article III delineates the roles of officers. It addresses some misapprehensions, such as
                            the degree of control the Commission president has over the agenda, streamlines the slate
                             of officers, and provides a new category for the Commission Clerk's duties. 
                          Article IV defines the schedule of regular meetings. It is updated to reflect current practice
                               of meeting twice a month. The order of business has been updated to move public
                      comment and unanimous consent earlier in the meeting, and the meeting start time has
                       been moved one hour earlier. E xecutive session will now start at 11:00 a.m. and public
                              session will start at 12:00 p.m.; this is intended to make it easier for members of the public
                            to attend and provide comment during the lunch hour. The total amount of public comment
                               will be limited to 45 minutes, which is aligned with the practices of other municipalities. 
                     Article V covers committees and is intended to support the Commission's interest in
                               increasing its policy work. 

                       Minutes of December 5, 2017, submitted for review on May 2, 2018, and proposed for approval on May 8, 2018.

              PORT COMMISSION MEETING MINUTES                             Page 5 of 5 
               TUESDAY, DECEMBER 5 2017 

                 Commissioners commented on the amount of new content in the proposed bylaws and the pros
                     and cons of taking more time to consider the work prior to a vote. 
                    The motion for approval of First Reading of Resolution No. 3742 carried by the following vote: 
                    In favor: Albro, Creighton, Felleman, Gregoire (4) 
                 Opposed: Bowman (1) 
                    Agenda item 6b was removed from the agenda prior to publication. 
                       7.    STAFF BRIEFINGS  None. 
                       8.    ADDITIONAL NEW BUSINESS  None. 
                       9.    ADJOURNMENT 
                    There was no further business, and the meeting adjourned at 6:26 p.m. 

                    Prepared:                                      Attest: 
                   Amy Dressler, Deputy Commission Clerk        Ryan Calkins, Commission Secretary 
                   Minutes approved: May 8, 2018. 









                       Minutes of December 5, 2017, submitted for review on May 2, 2018, and proposed for approval on May 8, 2018.