Commissioners                                             Tay Yoshitani 
Chief Executive Officer 
Tom Albro 
Commission President 
Stephanie Bowman                   P.O. Box 1209 
Bill Bryant                           Seattle, Washington 98111 
John Creighton                      www.portseattle.org 
Courtney Gregoire                      206.787.3000 
APPROVED MINUTES 
COMMISSION SPECIAL MEETING MAY 14, 2013 
The Port of Seattle Commission met in a special meeting Tuesday, May 14, 2013, in the
International  Auditorium  at  Seattle-Tacoma  International  Airport,  Seattle,  Washington. 
Commissioners Albro, Bowman, Bryant, Creighton, and Gregoire were present. 
1.   CALL TO ORDER 
The special meeting was called to order at 12:00 noon by Tom Albro, Commission President. 
2.   EXECUTIVE SESSION pursuant to RCW 42.30.110 
The special meeting was immediately recessed to an executive session estimated to last
approximately 60 minutes to discuss matters relating to sale or lease of real estate, potential
litigation, and legal risk. Following the executive session, which lasted approximately 60 minutes,
the special meeting reconvened in open public session at 1:02 p.m. 
PLEDGE OF ALLEGIANCE 
3.   APPROVAL OF MINUTES 
Please refer to the Unanimous Consent Calendar. 
4.   SPECIAL ORDERS OF BUSINESS 
None. 
ANNOUNCEMENT 
Commissioner Albro welcomed newly appointed Commissioner Stephanie Bowman, who was
administered the oath of office for Port of Seattle Commission Position No. 3 on May 3, 2013, and
announced that Commissioner Bowman had signed the Port Commissioner Transparency Code of
Conduct for 2013. Commissioner Bowman made brief remarks. 
5.   UNANIMOUS CONSENT CALENDAR 
[Clerk's Note: Items on the Unanimous Consent Calendar are considered routine and are not
individually discussed. Port Commissioners receive the request documents prior to the meeting
and may remove items from the Consent Calendar for separate discussion and vote in accordance
with Commission bylaws.] 

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








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TUESDAY, MAY 14, 2013 
5a.  Approval of the minutes of the regular meetings of March 26 and April 2, 2013, and the
special meeting of April 2, 2013. 
5b.  Approval of Claims and Obligations for the period of April 1, 2013, to April 30, 2013, in
an amount $36,167,861.88. 
5c.  Ratification of $3,903 for costs already incurred in excess of current authorization to
reconcile final costs for the Common Use Lounge Remodel project at the Seattle-
Tacoma International Airport. 
Request document(s): Commission agenda memorandum dated May 6, 2013, provided by Wayne
Grotheer, Director, Aviation Project Management Group. 
5d.  Authorization for the Chief Executive Officer to proceed with design of the Sea-Tac
Airport Fire Station Electrical Service Upgrade project and use Port crews to support
site investigation needed to develop the construction contract documents in the
amount of $346,000 for a total estimated project cost of $2,033,000. 
Request document(s): Commission agenda memorandum dated May 6, 2013, provided by David
Soike, Director, Aviation Facilities and Capital Program, and Wayne Grotheer, Director, Aviation
Project Management Group. 
5e.  Authorization for the Chief Executive Officer to execute annual purchase orders to
renew the Port's existing Oracle Financial and Human Capital Management software
license and support agreement for the next three years, at a cost not to exceed
$1.12 million. 
Request document(s): Commission agenda memorandum dated May 7, 2013, provided by Peter
Garlock, Chief Information Officer, and Kim Albert, Senior Manager Information and 
Communications Technology Business Services. 
5f.   Authorization for the Chief Executive Officer to execute a new collective bargaining
agreement between the Port of Seattle and the Teamsters Local Union No. 117,
representing the Rental Car Facility Bus Drivers, covering a period from March 15,
2013, through March 14, 2016, and affecting 65 positions, including full-time, part-time,
and relief drivers. 
Request document(s): Commission agenda memorandum dated May 7, 2013, and collective
bargaining agreement provided by Lisa Hornfeck, Labor Relations Manager. 
5g.  Authorization for the Chief Executive Officer to proceed with design and preparation of
construction documents for the Fishermen'sTerminal Net Shed Building No. 9 Roof
Overlay Project for an estimated cost of $80,000, bringing the current authorization for
this project to $130,000 for a total estimated project cost of $498,000. 
Request document(s): Commission agenda memorandum dated May 6, 2013, provided by Rod
Jackson, Capital Project Manager, Capital Development, and Kenneth R. Lyles, Senior Manager,
Fishing and Commercial Vessels, Real Estate. 
5h.  Authorization for the Chief Executive Officer to execute amendments to the existing
contract starting June 1, 2013, with CMS Natural Gas to provide natural gas for Seattle-
Tacoma International Airport extending through 2018 and to include provision of




PORT COMMISSION MEETING MINUTES                    Page 3 of 9 
TUESDAY, MAY 14, 2013 
natural gas for the Transit Operations Center through 2018 for an estimated total
contract value not to exceed $12,000,000. The resulting contract will be structured as a
one-year agreement with up to four years of additional service. 
Request document(s): Commission agenda memorandum dated April 29, 2013, provided by David
Soike, Director, Aviation Facilities and Capital Program. 
Motion for approval of consent items 5a, 5b, 5c, 5d, 5e, 5f, 5g, and 5h  Gregoire 
Second  Bowman 
Motion carried by the following vote: 
In Favor: Albro, Bowman, Bryant, Creighton, Gregoire (5) 
PUBLIC TESTIMONY 
As noted on the agenda, public comment was received from the following individual(s): 
Karen Gruen, Vice President of Corporate Real Estate, Alaska Air Group. Ms. Gruen
commented in opposition to agenda item 6a, regarding airline rates and charges. She
stated that the rate structure affects Alaska disproportionately to other airlines at Seattle-
Tacoma International Airport and is not compliant with federal law. 
Andrea Goodpasture, Manager of Airport Affairs, Southwest Airlines. Ms. Goodpasture
commented in opposition to agenda item 6a, regarding airline rates and charges. She
stated that the proposed rate structure penalizes airlines for efficient use of Airport
facilities and is contrary to the public good. 
RECESSED AND RECONVENED 
The special meeting was recessed at 1:09 p.m. and reconvened at 1:14 p.m., chaired by
Commissioner Albro. 
6.   DIVISION, CORPORATE, AND COMMISSION ACTION ITEMS 
6a.  Second Reading and Final Passage of Resolution No. 3677, as amended: A Resolution
of the Port Commission of the Port of Seattle establishing a rates and charges
methodology and other policies for the use of facilities at Seattle-Tacoma International
Airport; and further authorizing the Managing Director, Aviation Division, to calculate
Airline rates and charges in accordance with said methodology, and implement all
other provisions of this Resolution; and further authorizing the Managing Director,
Aviation Division, to suspend the implementation of Resolution No. 3677, as amended, 
in the event Port staff and the Airlines reach agreement prior to July 1, 2013, on an
airline lease and operating agreement which would, at a later date, be presented to the
Commission for approval. 
Request document(s): Commission agenda memorandum  dated May 8, 2013, Resolution
No. 3677, as amended, and Exhibits A-J provided by Mark Reis, Managing Director, Aviation. 
Presenter(s): Mr. Reis.


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TUESDAY, MAY 14, 2013 
The Commission received a presentation that included the following relevant information: 
Changes since first reading of the resolution include the addition to the authorization
request the authority for the Airport Managing Director to suspend implementation of the
rates and charges should a lease agreement be reached with the airlines. [Clerk's Note:
This addition is reflected in the authorization request found in the request memorandum.
It is not incorporated in the language of the resolution itself.] 
In the resolution's Section 7.4, the percentage of rent from an airline operating a club
that would sell liquor was reduced from 18 to 10 percent. This was to preclude the
Airport's being considered a partner in such a club, based on definitions from the
Washington State Liquor Control Board. The reduction represents a monthly revenue
loss of about $500. 
The term sheet of a lease proposal representing the alternative to a rates and charges
resolution was presented to Alaska Airlines on April 12 and to the other airlines operating
at the Airport on April 17. 
Key issues between the parties have been identified and it is hoped that a lease
arrangement will be agreed upon. In the meantime, due to the need to justify and
document the basis for the Airport's rates and charges and recover costs for 2013, the
resolution is proposed. 
Commissioner Bryant commented in support of concluding a negotiated lease agreement with the
airlines prior to July 1, 2013, that would strengthen the Port's relationships with its airline partners.
Commissioner Gregoire commented on the need to recover 2013 Airport costs and promote solid
management at the Airport in partnership with the airlines. Commissioner Creighton commented
on the need to move forward in negotiations with the airlines but noted he would not support the
final passage of the resolution due to litigation risks and potential damage to the Port's relationship
with the airlines. Commissioner Bowman expressed her hope for a lease agreement before July 1
and noted her intention to abstain from final passage of the resolution. Commissioner Albro
commented on the need to support the long-term sustainability of the Airport and the obligation of
the Commission to establish rates and charges. 
Motion for second reading and final passage of Resolution No. 3677, as amended, andto 
authorize the Managing Director of the Aviation Division to suspend implementation of the
resolution as described in the action request for agenda item 6a  Bryant 
Second  Gregoire 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Gregoire (3) 
Opposed: Creighton (1) 
Abstaining: Bowman 
6b.  Second Reading and Final Passage of Resolution No. 3681, as amended: A Resolution
of the Port Commission of the Port of Seattle establishing a revised Code of Ethics for
Port Commissioners and repealing all prior resolutions dealing with the same subject, 
including Resolution No. 3583.











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TUESDAY, MAY 14, 2013 
Request document(s): Commission agenda memorandum dated May 8, 2013, redline of amended
portion of the resolution, Resolution No. 3681, as amended, and Code of Ethics provided by Mary
Gin Kennedy, Director, Commission Services. 
Commissioner Bryant reported on the resolution as the culmination of an effort to revise Port
Commission procedures in the wake of the 2007 State Auditor's Report, including rewritten ethics
procedures. He stated the revised code of ethics would reinstitute the Commission's Ethics Board
to provide guidance and review of ethics issues. 
Motion for second reading and final passage of Resolution No. 3681, as amended  Bryant 
Second  Gregoire 
Motion carried by the following vote: 
In Favor: Albro, Bowman, Bryant, Creighton, Gregoire (5) 
6c.  Second Reading and Final Passage of Resolution No. 3680: A Resolution of the Port
Commission of the Port of Seattle amending and restating Resolution No. 3504;
authorizing the issuance and sale of special facility revenue refunding bonds in the
aggregate principal amount of not to exceed $100,000,000, for  the purpose of
refinancing the Port's Special Facility Revenue Bonds (SEATAC Fuel Facilities LLC),
Series 2003; setting forth certain bond terms and covenants; and delegating authority
to approve final terms and conditions of the bonds. 
Request document(s): Commission agenda memorandum dated April 26, 2013, and Resolution
No. 3680 provided by Elizabeth Morrison, Director, Corporate Finance. 
Presenter(s): Ms. Morrison. 
Ms. Morrison reported there were no changes to the resolution since first reading. She noted the
bond ratings had been affirmed as A2 from Moody's and A- from Standard and Poor's. Anticipated
savings are $7-8 million in present value, which will reduce airline fuel cost.
Motion for second reading and final passage of Resolution No. 3680  Creighton 
Second  Bryant 
Motion carried by the following vote: 
In Favor: Albro, Bowman, Bryant, Creighton, Gregoire (5) 
6d.  Authorization for the Chief Executive Officer to advertise for construction, execute a
construction contract, and fund the construction phase to complete the Fishermen's
Terminal C-15 Building HVAC Improvements Project in an amount not to exceed
$3,130,000 for a total estimated project cost of $3,987,000.



PORT COMMISSION MEETING MINUTES                    Page 6 of 9 
TUESDAY, MAY 14, 2013 
Request document(s): Commission agenda memorandum dated May 6, 2013, provided by Fred
Chou, Capital Project Manager, Capital Development, and Rebecca Schwan, Real Estate
Manager, Portfolio and Asset Management. 
Presenter(s): Mr. Chou. 
The Commission received a presentation that included the following relevant information: 
Building C-15, also known as the Fishermen's Center, is the largest building at
Fishermen's Terminal. At 98 percent occupancy, it houses 18 tenants, including office
space, retail, and restaurants. 
The heating, air conditioning, and ventilation (HVAC) system at Building C-15 is close to
26 years old and had a typical life expectancy of 15-20 years. 
Installation of a replacement HVAC system is planned to commence this summer and be
completed in the spring of 2014. 
Physical constraints and phasing the project in occupied tenant spaces pose a challenge
to the installation. 
Energy rebates to offset capital costs will be pursued as appropriate. 
The project will be funded from the tax levy. 
Motion for approval of item 6d  Gregoire 
Second  Creighton 
Motion carried by the following vote: 
In Favor: Albro, Bowman, Bryant, Creighton, Gregoire (5) 
7.   STAFF BRIEFINGS 
7a.  April 2013 Central and Eastern Washington Trip Report. 
Presentation  document(s):  Commission agenda memorandum  dated May 7, 2013, and
presentation slides provided by Mark Wen, Inland and Export Cargo Business Development
Manager. 
Presenter(s): Mr. Wen. 
The Commission received a presentation that included the following relevant information: 
Products from Eastern Washington, particularly agricultural commodities, account for
over half of the Port's containerized exports valued at over $16 billion. 
The agricultural industry employs over 160,000 people in the state of Washington. 
All Commissioners, including newly appointed Commissioner Bowman, participated in all
or part of the Port's third annual tour of Eastern Washington. 
Locations visited included Ellensburg, Wenatchee, Spokane, Walla Walla, Kennewick,
and Yakima, and five expert roundtables were conducted. 
Key messages communicated during this tour included the need for support for
statewide transportation investment and federal Harbor Maintenance Tax reform.





PORT COMMISSION MEETING MINUTES                    Page 7 of 9 
TUESDAY, MAY 14, 2013 
During the tour, it was also communicated that developing seaport infrastructure to
attract and maintain sustainable export capacity is critical. It was also communicated
that statewide  collaboration  to build and maintain long-term tourism promotion in
Washington is essential. 
In Ellensburg, there was discussion of regional transportation challenges and shipping
rates for hay exports to Asia through the Pacific Northwest versus through the Pacific
Southwest. 
In Wenatchee, there was discussion of the challenges of having adequate refrigerated
containers and the need for air cargo opportunities for export of apples and cherries.
Transportation issues on the I-90 corridor were also discussed. 
In Spokane the Harbor Maintenance Tax was a topic of discussion. 
Economic development and tourism were discussed in Walla Walla. 
Exports and tourism were emphasized in meetings in Kennewick. 
Fruit exports, the potential impact of a new sports arena in the Duwamish Manufacturing
and Industrial Center, and the move of the Grand Alliance from the Port of Seattle to the
Port of Tacoma were topics of discussion in Yakima. 
7b.  2013 First Quarter Financial Performance Briefing. 
Presentation document(s): Commission agenda memorandum dated April 26, 2013, Financial and
Performance Report for 2013, and presentation slides provided by Dan Thomas, Chief Financial
and Administrative Officer, and Michael Tong, Corporate Budget Manager. 
Presenter(s): Mr. Thomas; Mr. Tong; Borgan Anderson, Director, Aviation Finance and Budget;
Linda Nelson, Assistant Manager, Seaport Finance and Budget; and Susie Archuleta, Seaport
Financial Analyst. 
The Commission received a presentation that included the following relevant information: 
Portwide Overview 
Following a briefing on April 2, 2013, the 2013 budget has been revised to reflect
changes to airline rates and charges, new container lease structure, and an adjustment
to the pass-through leasehold tax. 
Operating expenses have been reduced by about $5 million by delaying hiring, reducing
travel allotments, and applying other cost-saving measures. 
Finance and Budget staff will compare expenditures to the revised budget rather than to
the approved budget when reporting budget variances in 2013. 
Excluding aeronautical revenues, other operating revenues in the first quarter are
$2.9 million below revised budget, due to lower rental car, concessions, and grain
revenue. 
Total operating revenues were $10.8 million, which is 8.8 percent, below revised budget. 
Total operating expenses were $11.8 million, which is 15.3 percent, below revised
budget. 
Total year-end operating revenue is projected to be $4.4 million below revised budget. 
Total year-end operating expenses are projected to be about $56,000 below revised
budget due to savings from Corporate departments.

PORT COMMISSION MEETING MINUTES                    Page 8 of 9 
TUESDAY, MAY 14, 2013 
Corporate expenses are projected to be $70,000 below revised budget by year end due
largely to a delay in filling a vacant position in the Office of the Commission. 
Capital Development Department expenses before charges to capital projects are $1.4
million below revised budget. 
Aviation 
There are no changes to forecast to report compared to the revised 2013 budget for the
Aviation Division. 
Aeronautical revenues are $7.8 million below revised budget, reflective of the fact that in
the absence of an airline lease or a current rates and charges resolution, the Airport is
collecting rates at 2012 levels. If that trend were to continue, the deficit at year end
would be approximately $30-35 million. 
Non-aeronautical revenues are $2.4 million below revised budget, largely due to lower
rental car revenue, which is attributed to seasonality and the timing of the opening of the
new rental car facility. It is expected non-aeronautical revenue will be closer to revised
budget by the end of the year. 
Expenses are below revised budget, including anticipated realignment expense savings. 
The revised Aviation budget is based on a proposed rates and charges methodology that
alters assumptions based on space allocation. This will result in more terminal costs
being allocated to non-aeronautical cost centers, which results in a lowering of nonaeronautical
net operating income. The shift is approximately $2.8 million. 
Seaport 
Net operating income is above revised budget by $213,000, a variance of about two
percent. 
An unfavorable revenue variance of $633,000 is largely due to a drop in volume of grain
exports. 
Expenses are below revised budget by $877,000, which is attributed to timing of
expenses that are not expected to return a favorable variance at the end of the year. 
Year-end net operating revenue is expected to be below revised budget by about
$4.4 million, due to revenue shortfalls of $2.5 million for grain and $1.8 million for
Terminal 18 crane rent.  Although there is a provision for minimum crane rent at
Terminal 18 through 2015 for MHI cranes, if full-year volume at Terminal 18 falls below
250,000 lifts, no minimum payment is required. The tenant has indicated that the
number of lifts will be slightly below that level in 2013. Staff is monitoring the number of
lifts closely. 
Only four grain vessels were loaded in the first quarter of 2013, compared to 27 in the
first quarter of 2012, a reduction of 68 percent compared to revised budget and
84 percent compared to 2012 actuals. The drop is attributed to drought conditions in the
Midwest that will continue to affect grain exports through August 2013. 
The Port's grain terminal tenant anticipates a return to more normal grain volumes
beginning in October.

PORT COMMISSION MEETING MINUTES                    Page 9 of 9 
TUESDAY, MAY 14, 2013 
Real Estate 
A settlement agreement was reached with King County related to a condemnation action
at the Terminal 91 West Yard for the County's combined sewer overflow project. An
initial settlement payment to the Port of approximately $2 million has been received. 
The Port's commercial properties are 91 percent occupied, just below the 92-percent
target and higher than the market average of 88 percent. 
Moorage at Fishermen's Terminal and the Manufacturing Industrial Center is at 79
percent, compared to the target of 81 percent. 
Recreational moorage at Shilshole Bay Marina, Harbor Island Marina, and Bell Harbor
Marina is at 94 percent, above the target of 91 percent. 
Net operating income year-to-date is 85 percent higher than revised budget, due to
expense reductions most of which are attributed to timing, and the year-end forecast is
for net operating income to be neutral compared to the revised budget. 
The Real Estate Division anticipates spending $9.9 million of its revised capital budget of
$12.2 million, for a savings of 19 percent, due to a combination of timing of spending and
project savings. 
8.   NEW BUSINESS 
None. 
9.   POLICY ROUNDTABLE 
None. 
10.  ADJOURNMENT 
There being no further business, the special meeting was adjourned at 2:23 p.m. 

Bill Bryant 
Assistant Secretary 
Minutes approved: June 25, 2013.