Commissioners                                             Ted Fick 
Chief Executive Officer 
Stephanie Bowman 
Commission Co-President 
Courtney Gregoire                      P.O. Box 1209 
Commission Co-President          Seattle, Washington 98111 
Tom Albro                        www.portseattle.org 
Bill Bryant                                206.787.3000 
John Creighton 
APPROVED MINUTES 
COMMISSION SPECIAL MEETING OCTOBER 28, 2014 
The Port of Seattle Commission met in a special meeting Tuesday, October 28, 2014, 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 12:13 p.m. by Stephanie Bowman, Commission Co-
President. 
2.   EXECUTIVE SESSION pursuant to RCW 42.30.110 
None. 
PLEDGE OF ALLEGIANCE 
3.   SPECIAL ORDERS OF BUSINESS 
3a.  Seaport Alliance Update. 
Presenter(s): Kurt Beckett, Deputy CEO, and Julie Collins, Port of Tacoma Chief External Affairs
Officer. 
The Commission received a presentation that included the following relevant information: 
The Seaport Alliance between the ports of Seattle and Tacoma will produce three likely
outcomes: expanded choices for the ports and their customers; greater services, both in
flexibility and in quality; and greater surety of investments. 
The due diligence team is organized into six main areas of emphasis: Commercial
Groups, Finance and Administration, Legal and Governance Issues, Infrastructure and
Capital Development Delivery, Communications and Outreach, and Transition Plan
Development. 
On October 14, 2014, both port commissions passed and approved an interlocal
agreement that has been submitted to the Federal Maritime Commission (FMC). 
The interlocal agreement describes how the Alliance will be framed. A 45-day FMC
review period of the agreement commenced on October 17 and is scheduled to end
December 1. Details of the review and public comment period were reviewed. 
Public engagement activities, such as updates at Port of Seattle Commission meetings, 
attendance of port commissioners at the meetings of each other's port commissions, and

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joint presentations to area municipal governing boards are underway. A series of town
hall  meetings is planned  in Pierce and King Counties to engage citizens and
stakeholders and receive public comment on the proposed Alliance.
Comments provided online, via comment cards, and through social media are also being
compiled. 
Port of Tacoma Commissioner Don Johnson stated that the Alliance would benefit taxpayers by
providing more effective management of capital expenditures. The Alliance also carries the
prospect of greater port influence with railroads, enabling more efficient return on existing railroad
capital investment. 
4.   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.] 
4a.  Approval of the minutes of the minutes of the special meetings of April 9 [removed],
August 19, September 10, and September 11, 2014. 
Minutes of the April 9, 2014, meeting were removed from consideration. Only the min utes of the
special meetings of August 19 and September 10 and 11, 2014, were considered at this time. 
4b.  Authorization to execute a consulting contract for up to $5 million as part of the
Federal Aviation Administration's Pilot Program for Redevelopment of Airport
Properties. 
Request document(s) provided by Mark Griffin, Director, Real Estate Development: 
Commission agenda memorandum dated October 10, 2014. 
Supplementary Map. 
4c.  Authorization for the Chief Executive Officer to approve the design development and
permitting to abate and demolish the W-50 Building in the amount of $50,000 with a
total estimated project cost of $1,088,000. 
Request document(s) provided by Lindsay Pulsifer, General Manager, Marine Maintenance, and
Mark Lewis, Project Manager, Marine Maintenance: 
Commission agenda memorandum dated October 21, 2014. 
Presentation slides. 
4d.  Authorization for the Chief Executive Officer to (1) proceed with design for the
replacement/renewal of the passenger loading bridges (PLBs) at Gates B6, B8, B14 and
S15 and the installation of a new PLB and fixed walkway at Gate C3; (2) purchase 4 new
PLBs, a fixed walkway and one PLB refurbishment kit; (3) advertise and execute a
major works construction contracts for the work up to two gates; and (4) use Port
crews to perform site work and complete replacement of the PLB at up to four gates.
The amount of this request is $7,250,000 (CIP #C800653). 

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Request document(s) provided by Dave Soike, Director, Aviation Facilities and Capital Program,
and Wayne Grotheer, Director, Aviation Project Management Group: 
Commission agenda memorandum dated October 20, 2014. 
4e.  Authorization for the Chief Executive Officer to prepare design and construction bid
documents, execute utility agreements, and utilize Port crews for the Construction
Logistics Expansion project at Seattle-Tacoma International Airport for an estimated
$2,468,000. The total estimated project cost is $7,400,000 (CIP #C800688). 
Request  document(s) provided by Tina Soike, Director, Engineering Services, and Wayne
Grotheer, Director, Aviation Project Management Group: 
Commission agenda memorandum dated October 20, 2014. 
Presentation slides. 
4f.   Authorization for the Chief Executive Officer to execute a first addendum to the
Amended and Restated Second Development Agreement with the City of Des Moines. 
Request document(s) provided by Mark Griffin, Director, Real Estate Development: 
Commission agenda 2014_10_28_SM_4f.pdfmemorandum dated October 3, 2014. 
City of Des Moines Resolution No. 1278. 
The proposed minutes of the special meeting of April 9, 2014, were removed from consideration. 
Motion for approval of consent items 4a [not including April 9], 4b, 4c, 4d, 4e, and 4f  
Bryant 
Second  Gregoire 
Motion carried by the following vote: 
In Favor: Albro, Bowman, Bryant, Creighton, Gregoire (5) 

5.   PUBLIC TESTIMONY 
An opportunity for public comment was provided, but no testimony was offered at this time. 
[Clerk's Note: Testimony on this date was offered during the public hearing portion of agenda item
6a, below.] 
6.   DIVISION, CORPORATE, AND COMMISSION ACTION ITEMS 
6a.  Public Hearing on Airport Dining & Retail Principles and Quality Jobs. [no vote taken] 
Presentation materials provided included the following: 
Draft motion regarding Airport Dining and Retail Redevelopment. 
Draft motion regarding Quality Jobs, Service Continuity, and Employment Continuity. 

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Presenter(s): Larry Ehl, Commission Chief of Staff, and Deanna Zachrisson, Business Leader,
Airport Dining and Retail. 
The Commission received a presentation that included the following relevant information: 
Policy Direction Background 
On July 22, 2014, the Commission passed Resolution No. 3694, a new policy of the
Quality Jobs Initiative that pertained specifically to Seattle-Tacoma International Airport
employees whose roles are important to Airport safety and security. The resolution 
included standards of employee wage and compensation, hiring and training practices,
and requirements for paid time off. 
Two proposed motions relating to Quality Jobs aspects of the Airport Dining and Retail
program were provided for consideration and public comment. No votes are requested at
this time. 
The first motion articulates principles for redevelopment of the Airport Dining and Retail
program and reaffirms Commission direction given in February 2012 after extensive
stakeholder outreach in 2011. Redevelopment of the Airport Dining and Retail program
is entering on the execution period of the wide scale transition of concessions leases
and program offerings that will be affected by these program principles. 
Airport Dining and Retail Program Principles 
The motion includes performance reporting requirements related to generation and
retention of jobs and provision of operator information to quantify performance. 
Features of the proposed program principles include the following: 
Strengthening of a local Pacific Northwest sense of place; 
Encouragement of broad business participation by creation of opportunities
attractive to all types of businesses; 
Use of flexible competitive leasing processes to accommodate both large and small
businesses; 
Maximized employment continuity for qualified employees; 
Creation of new opportunities for small, disadvantaged, and local businesses and
the facilitation of such businesses' success in the sometimes challenging operating
environment at an airport; 
Continuation of 'street pricing' of products and services; and 
Greater efficiency and affordability in dining and retail unit build-out processes. 
Outreach efforts for the policy direction motion were described. 
Airport Dining and Retail maintains a leasing website managed by consulting firm Air
Projects that collects all leasing inquiries. Anyone interested in leasing at the Airport may
apply on the website. The consultants ensure the applicant meets the minimum criteria for
the opportunity. All opportunities are competitive, but there are many potential tenants. 
Measurable Goals 
Goals identified in the motion for achievement by 2025 include the following: 
Grow sales per enplanement by at least 40 percent. 

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Reach and remain within the top 10 North American airports as ranked by sales per
enplanement. 
Grow gross ADR revenues to the Port by 50 percent. 
Grow employment by 40 percent. 
Grow the share of sales generated by small, disadvantaged, and/or local
businesses. 
Service and Employment Continuity 
The draft motion regarding employment continuity included provisions related to the
following aspects of the policy direction: 
Use and management of the employment continuity pool; 
Expectations of employers regarding components of the Quality Jobs they offer; 
Expectations of employers regarding conversations with labor organizations; 
The CEO's management of recruitment and selection of newAirport Dining and
Retail operators and lessees; and 
Staff reporting requirements. 
Commissioners inquired about the program's expanded goals for small business engagement, and
it was reported that staff are working closely with the Office of Social Responsibility to ensure a
successful connection with the small business community. 
Commissioners expressed an interest in micro-business opportunities, and staff reported that the
Airport kiosk program is moving forward. Three kiosks were established in early 2014 as a trial for
small businesses that lack capital and previous airport business experience. Tenants who started
as small businesses in the Airport have been engaged to act as mentors for the kiosk tenants. 
While it is still too early to judge the kiosk success rate, it is expected that a portion of the small
businesses starting as kiosks will be successful and transfer into traditional, in-line spaces. 
The Commission recommended that the Dining and Retail program determine an acceptable
business failure rate and potentially work to adjust it within the program. 
PUBLIC HEARING on Airport Dining & Retail Principles and Quality Jobs 
Commissioner Bowman declared the public hearing on Airport Dining & Retail Principles and
Quality Jobs open. 
Public comment was received from the following individual(s): 
David Fukuhara, Owner of Concourse Concessions LLC. Mr. Fukuhara spoke in favor of
the Quality Jobs motion related to compensation and benefits. He spoke in opposition to
the motion related to ADR program principles. He challenged the fairness of lease terms
for different businesses. 
Jennifer Fulton, Unite Here labor union.  Ms. Fulton spoke in favor of employment
continuity and said job security requirements should be the same for all companies in the
ADR program. 
LeeAnn Subelbia, Owner of Filo Foods and BF Foods. Ms. Subelbia spoke in favor of the
motion on ADR program principles. She spoke in opposition to labor continuity provisions. 

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Byron Hitchins, Unite Here labor union. Mr. Hitchins spoke in favor of preserving jobs
and strong worker retention policies. 
Cary Cruea, Owner and President, Massage Bar Inc. Ms. Cruea commented on her
business's status as an Airport Concessions Disadvantaged Business Enterprise. She
spoke in favor of providing small business incubator opportunities at the Airport. 
Louvonis McGahee, Unite Here labor union.  Ms. McGahee spoke in favor of
employment continuity provisions in the Airport Dining and Retail program. 
Julieta Torralba, Unite Here labor union. Ms. Torralba spoke in favor of worker retention
provisions in the ADR program. 
Hayward Evans, Community Coalition for Contracts and Jobs. Mr. Evans criticized the
Airport's community outreach efforts and spoke in favor of social equity in the ADR program. 
Eddie Rye, Jr., Community Coalition for Contracts and Jobs.  Mr. Rye spoke in
opposition to discrimination and economic hardship for minorities and stated the Port
was in violation of the Civil Rights Act.
Bizu Woldemachios, Unite Here labor union. Mr. Woldemachios spoke in favor of job
security and health insurance and other benefits for Airport workers. 
Max Heigh, Vice President, Filo Foods and BF Foods. Mr. Heigh spoke in favor of the
motion regarding ADR program principles and in opposition to the motion related to
employment continuity. He commented in support of flexible hiring practices. 
Roxanne Seibel, United Food and Commercial Workers union. Ms. Seibel stated her
disappointment that the Port's quality jobs standards are not those passed by SeaTac
voters in the City's Proposition One. Nevertheless, she said she supports the minimum
standards set in the ADR program principles motion. Ms. Seibel presented a petition,
which is by reference made a part of these minutes, is marked Exhibit A, and is available
for review in Port offices. 
Stefan Moritz, Unite Here Local 8 Director of Strategic Affairs. Mr. Moritz noted concerns he
had with the language of the motion relating to employment continuity. He stated the
proposal does not do enough to prevent labor disputes and disruptions at the Airport. 
Cecilia Cordova, legal counsel representing Filo Foods LLC. Ms. Cordova spoke in
favor of Resolution No. 3694, and pointed out discrepancies between the employment
continuity motion and provisions of local, state, and federal law. She said this motion
would be preempted by the National Labor Relations Act. 
Steve Marquardt, United Food and Commercial Workers Local 21.  Mr. Marquardt
commented in support of minimum paid-time-off standards and requested provisions to
prevent retaliation for employees' use of leave. 
Following conclusion of public comment, the public hearing was closed.
Commissioners expressed interest in coordination between the Office of Social Responsibility and
the Airport Dining and Retail program in light of accusations made in public comment in order to
ensure the validity of information available to the Commission. A request was made for more
information about the studies discussed today, including the Port of Seattle Disparity Study. 
6b.  Authorization for the Chief Executive Officer to (1) authorize design for the
infrastructure modifications associated with the redevelopment of the Airport Dining
and Retail program in the amount of $2,801,000; (2) transfer scope and budget of
$3,400,000 for two elevators pits from this project (CIP #C800638) to the Checked

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Baggage Recapitalization/Optimization project (CIP #C800612); and (3) transfer design
authorization in the amount of $375,000 from this project (CIP #C800638) to the
Checked Baggage Recapitalization/Optimization project (CIP #C800612). The total cost
of the project is $17,353,000. 
Request document(s) provided by James R. Schone, Director, Aviation Business Development and
Management, Deanna Zachrisson, Business Leader, Airport Dining and Retail, and Wayne
Grotheer, Director, Aviation Project Management Group: 
Commission agenda memorandum dated October 21, 2014. 
Presentation slides. 
Concourses floor plan. 
Presenter(s):  Ms. Zachrisson, Sean Anderson, Capital Project Manager, Aviation Project
Management Group, and Kent Vanden Oever, Director, Air Projects Inc. 
The Commission received a presentation that included the following relevant information: 
Dining and Retail Program Successes and Demands 
The Airport Dining and Retail (ADR) program is a critical aspect of passenger experience
at Seattle-Tacoma International Airport.  The program is successful and growing.  A
recent enplanement forecast indicates significant growth in the program with respect to
gross sales, revenue, sales per enplanement, number of jobs, and percentage of gross
sales attributable to Airport Concessions Disadvantaged  Business Enterprises 
(ACDBEs) and small and local business between now and 2025. 
ACDBEs and small and local businesses currently comprise 35 percent of the program's 
gross sales and are targeted to increase to 40 percent or more by 2025, consistent with
Commission direction given in 2012. ACDBE, small, and local business status is based
on identification of the operator, not the owner of the brand. 
Additional square footage is needed in order to maximize the ADR program.  It is
estimated that 230,000 to 250,000 square feet would be needed to meet passenger
demand over the next 10 years. Including vacant space, the program currently occupies
about 179,272 square feet.
ADR space in the North Satellite will increase with the expansion of the North Satellite
and completion of the NorthSTAR program. Space for ADR is most constrained at the
South Satellite, where expansion would not proceed for the foreseeable future.
Widespread expiration of ADR operators' leases beginning in 2015 and proposed
changes to the business concepts targeted for various ADR spaces make investment in
infrastructure critical in short order. A wave of lease expirations between 2015 and 2016
is an opportunity for this work. Another wave of expirations is expected in 2017. 
Infrastructure Modifications 
ADR master plan drivers include ability to meet passenger demand throughout the
Airport, maintaining ADR service during construction, and maximizing the use of limited
square footage. Currently unused square footage will become available as a result of the
modifications. 

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Infrastructure modifications affect the main terminal and concourses A, B, C, and D.
They include vertical access by elevators/stairs, reconfiguration of existing space, and
modification and addition of utilities. Increased square footage in the Central Terminal is
expected to compensate for inadequate service on the C and D concourses. 
Synchronizing elevator installation with work on baggage system optimization requires
transfer of scope and budget of $3.4 million to the Baggage Optimization project. 
Examples of work to be performed include reconfiguration of units, cosmetic changes,
removal and replacement of grease ducts, conversion of the children's play area to retail
space, and similar program improvements.  Complementary projects not within the
scope of this request, but that support ADR program development, include the Central
Terminal HVAC and Concourse C Electrical Capacity projects. 
The entire project investment is $17.3 million, with a net present value of $21 million and
an internal rate of return at 15 percent. 
Commissioner Albro requested clarification of the baseline numbers for revenue and job growth
shown in the presentation materials. Commissioner Creighton requested additional breakdown of
ACDBE participants versus small and local businesses. 
In response to Commissioner Bryant, it was reported that projected program revenue in 2025 of 
$64 million is calculated before airline revenue sharing. 
Motion for approval of item 6b  Albro 
Second  Gregoire 
Motion carried by the following vote: 
In Favor: Albro, Bowman, Bryant, Gregoire (4) 
Absent for the vote: Creighton 
[Clerk's Note: Although away briefly at the time of the vote, Commissioner Creighton later
expressed his support of agenda item 6b.] 
7.   STAFF BRIEFINGS 
7a. 2014 Third Quarter Update on the Airport's NorthSTAR Program. 
Presentation  document(s) provided by George England, Program Leader, Aviation Project
Management Group, Michael Ehl, Director, Aviation Operations, and Dave Soike, Director, Aviation
Facilities and Capital Program: 
Commission agenda memorandum dated October 20, 2014. 
Presentation slides. 
Presenter(s): Mr. England. 
The Commission received a presentation that included the following relevant information: 
The NorthSTAR program is an outcome of Alaska Air Group's goal to concentrate and
consolidate its operations at the north end terminal facilities at the Seattle-Tacoma

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International Airport. It includes five renovation projects, including related main terminal
improvements, a refurbished North Satellite baggage system, and new exterior
walkways, stairs, and elevators at Concourse C. 
This briefing addressed program status through September 30, 2014. 
The estimated total capital budget is $506 million, not including the $7.7 million costs
accounted for under the expense category. Authorization or approval has been obtained
for $484 million of the program budget. 
The overall schedule remains mostly the same. The Refurbish Baggage Handling
System project is 69 percent complete and is running one month behind schedule. 
Alaska Air Group recently experienced several staff changes, to which the project team
is adjusting. 
Projected savings of $5.2 million has been identified and transferred from the Concourse
C Vertical Circulation project and Refurbish Baggage System project into the NorthSTAR 
Program management reserve. 
Actual expenditure against  the  NorthSTAR program management budget was
$2.5 million, well below the forecasted $11.3 million. 
Small Contractors and Suppliers (SCS) participation in the program was forecast at
27 percent; actual participation is 30.8 percent. The SCS program is currently staffed by 
a program management consultant. 
Staff anticipates bringing a request for authorization of preconstruction services to a
general contractor/construction manager (GC/CM) to the Commission in early January
2015 or late December 2014. Staff is currently in the process of selecting a GC/CM. Four
proposals have been received, with three shortlisted. A decision is scheduled in early
December 2014, at which time Commission authorization will be sought. 
Alaska Airlines is supportive of the proposed addition of the North Satellite Baggage
Expansion project into the NorthSTAR program. 
Thirty percent design review and cost estimate reconciliation for the North Satellite 
Renovation and NSTS Lobbies project are complete. The project remains within budget. 
There is potential to increase the number of available gates during construction from 10
to 15 or 16. 
SCS participation rates in design and construction work for various component projects
were compared to their forecasted percentages. Results are mixed. 
Main Terminal Improvements continues to be the least-defined project relative to the
program budget. The project will require coordination with the North Satellite design
concept, coordination with Alaska Air Group and  the  Transportation Security
Administration on Checkpoint 5 reconfiguration, and coordination with the upcoming
Sustainable Airport Master Plan and Terminal Development Strategy. 
Staff has identified $2 million in potential project savings from the North Satellite
Refurbish Baggage System project.  This savings has been transferred to the program
management reserve. 
Although 10 system shut-downs were planned during the baggage system project, only
two have been experienced. 
The prospective Concourses C and D Exterior Stairs project encompasses construction
of exterior stairs to Concourses C and D to provide dual-door operations for Alaska
aircraft. It has yet to be decided to include it in the NorthSTAR program. 

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The Commission inquired about local-hire contract provisions. It was reported that the program
does not currently have such provisions. Currently project labor agreements (PLAs) and non-PLA
apprentice use as a percentage of work hours are required. There is currently no data on where
construction workers live or whether they are local hires. Chief Executive Officer Fick offered to
collect and provide local-hire data to the Commission in the future. 
7b. 2014 Third Quarter Update on the Airport's International Arrivals Facility Program. 
Presentation document(s) provided by Frederick Robinson, Program Leader, Aviation Project
Management Group, Michael Ehl, Director, Aviation Operations, and David Soike, Director,
Aviation Facilities and Capital Program: 
Commission agenda memorandum dated October 21, 2014. 
Presentation slides. 
Presenter(s): Mr. Robinson. 
The Commission received a presentation that included the following relevant information: 
International flights for which passengers were held in the sterile corridor totaled 335 in
2013. There have been 419 through August 2014. 
The estimated IAF program budget is $344 million, of which $24.5 million has been
authorized and $4.2 million expended to date. The previous budget estimate of $316
million was based in part on a gross description of approximate square footage, which
has increased. The project team has also identified supporting projects that have added
to the cost estimate. 
Reconciliation of program cost and scope is underway, as is assessment of alternatives
for cost savings. As a result, the request for proposals and request for qualifications for
design-build teams is currently on hold. Commission authorization will be requested to
issue a request for proposals to a short list of design-build teams. 
Following reconciliation, estimated program cost could remain higher than expected. The
delay in issuing a request for qualifications could strain the makeup of design-build teams. 
Construction and project close-out are now expected in 2019. 
Design work at this stage is less than five percent complete and focuses on identifying
project features and developing a reasonable project budget. An updated cost estimate
will be completed in December 2014. 
Planning and pre-validation work resulted in a scope that includes a 312,000 square-foot
facility. Following validation, this was increased to 385,000 square feet to accommodate
Customs and Border Patrol and to account for logistical and code requirements. 
Following validation, the IAF program would include a landside IAF facility with Federal
Inspection Services located adjacent to Concourse A, an above-ground connector bridge
between the landside IAF facility and the South Satellite, and an elevated sterile corridor
landside of the connector bridge to separate international and domestic passengers. 
Major component alternatives were presented, including phasing construction of the
sterile corridor. Elimination of the sterile corridor would rule out use of the facility for
international flights.  Reducing international gates would be counterproductive to the

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Airport's international service program. A concourse-levelcorridor was analyzed and
might result in as much as $50 million in savings. However, this alternative would
reduce holdroom capacity on Concourse A. 
Additional cost-saving trade-offs were described. 
The Commission expressed interest in the project schedule and the timing of Commission actions.
No designer has been hired at this time. 
Commissioners requested clarification on cost estimate drivers, such as increased square footage
and identification of supporting projects. 
Regarding functionality and aesthetics, the Commission stressed the need for a balance, given the
need for the Airport to accommodate over 60 million passengers per year over the next 30 years.
Service metrics will be developed to aid in Commission decision making. I was emphasized that
the proper balance between look and function should be agreed now, before major construction
work makes alteration difficult and costly. 
A revised cost estimate will follow updates on the program direction and budget. The next
Commission action will be in early January 2015. 
7c.  Briefing on the Preliminary Tax Levy and the Draft Plan of Finance 2015-2019. 
Presentation document(s) provided by Elizabeth Morrison, Director, Corporate Finance: 
Commission agenda memorandum dated October 10, 2014. 
Plan of Finance presentation slides. 
Tax Levy presentation slides. 
Presenter(s): Ms. Morrison and Dan Thomas, Chief Financial Officer. 
The Commission received a presentation that included the following relevant information: 
General Information 
The 2015-2019 draft plan of finance is based on division Capital Improvement Programs 
(CIPs) and operating budgets of the Capital Development and Corporate divisions, the
Aviation division, and Seaport and Real Estate divisions. 
The draft plan of finance includes funding from net operating incomes, operating fund
balances, existing and future revenue bond proceeds, passenger facility charges, grants, 
and the tax levy. 
Aviation 
Total Aviation capital funding between 2015 and 2019 is $1.7 billion.  The Seattle-
Tacoma International Airport will generate a net income of $206.4 million to cash-fund a
number of projects. 
The Airport is expecting federal grants in the range of $171.8 million, much of it
associated with the Baggage Optimization project. 

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The passenger facility charge is cash-funding $183.4 million in capital improvements. 
Future bond proceeds total $1.15 billion over the next five years. The bonds are
expected to be issued in installments, the first beginning next year. 
Seaport 
The Seaport funding plan was developed outside any assumptions about the Seaport
Alliance with the Port of Tacoma. As the Alliance develops, the Seaport funding and
capital plans will have to be refined. 
Currently, a Seaport funding shortfall of approximately $110 million is projected over the
next five-year period, driven by a reduction in container revenues as a result of 2013
terminal lease amendments, temporary vacancy of Terminal 5, and increased capital
spending of $175 million, forecast in association with the redevelopment of Terminal 5. 
Seaport TIGER  (Transportation Investment Generating Economic Recovery)  and
security grants amount to $20.6 million. 
Real Estate 
The Real Estate division's total CIP between 2015 and 2019 of $66.2 million will be
funded largely from the tax levy, which is expected to contribute $47.0 million. 
It is currently assumed that $17.1 million of the CIP will be funded from Real Estate's net
income and general fund balance. The net income and general fund balance of
$17.1 million represents capital projects associated primarily with projects at marinas,
with the Shilshole Bay Marina being the largest in size and capital cost. 
Corporate 
The total Corporate CIP between 2015 and 2019 is $43.7 million, with the Airport taking
the majority at $33.7 million. 
The Corporate capital program, primarily related to technology projects, is allocated
between all three operating divisions. Seaport stands at $7.8 million, and Real Estate
totals $2.2 million. 
Bonds 
The Port has $120 million to be issued for General Obligation bonds to fund the first
installment of the Port's contribution to the state of Washington for the SR-99 Deep Bore
Tunnel project, due May 1, 2015. In response to Commission inquiry, it is projected that,
by the end of 2015, the Port will be able to contribute $50 million in cash payment to the
SR-99 project. 
The Airport bond issue to fund project spending is between $400 million and $500 
million, the first new money issuance since 2010. 
The Port currently has approximately $300 million in bonds callable next year and can
save approximately $25 million at current rates.
The Port has an existing general obligation bond debt service of $28.4 million in existing
debt in 2015, with $142.1 million projected over the five years. 
It is expected that general obligation bonds will be issued for the Seaport in the 2016-
2017 timeframe. Development of the Seaport Alliance with the Port of Tacoma may
affect this projection. 

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Tax Levy 
Use of the Port's tax levy is very flexible from a legal perspective, and can be used for
any Port purpose other than payment of revenue bond debt service. Actual use of the
levy is governed by Commission policy and currently includes payment on general
obligation bond debt service, environmental remediation, local and regional freight
mobility initiatives, and Port Jobs. 
Beginning in 2010, the tax levy has been used additionally to support the Real Estate
division, funding most capital projects and covering the division's annual net operating
income shortfall. 
The tax levy is assumed to remain at $73 million between 2015 and 2019 without
increasing. The maximum the Port can levy is currently approximately $95 million. 
The tax levy fund balance of $53.1 million provides the Port with spending flexibility. One
potential use is covering the Seaport's funding gap of $110 million,including a general
obligation bond to pay for redevelopment to make Terminal 5 big-ship ready. 
Another potential use of the levy is an additional contribution of $15 million to the
Transportation and Infrastructure Fund. This would increase the cash contribution toward
the SR-99 project to $65 million and reduce the need for general obligation bonds. 
The annual levy amount used for Port Jobs will increase from approximately $200,000 to
about $600,000. The levy or other source may be needed to reimburse the Airport for in-kind
use of space under the current Port Jobs contract. This would result in less spending
flexibility due to a potential $2 million being added to the five-year spending program. 
Constraints on the amount of the Port's tax levywere explained, and there was a
discussion of the advisability of banking the tax levy fund balance.
The Commission requested information regarding the principle for general obligation bonds associated
with the Port's contribution to the SR-99 project.It was reported that two installments to the project are
assumed, $120 million in 2015 and $98 million in 2016 from the Transportation and Infrastructure Fund. 
It was noted that many Port capital projects serve the overall public good.  The Commission
expressed general openness toward using tax levy funding to leverage capital infrastructure
investments on Terminal 5 redevelopment. Improvements to Terminal 5 serve a broad public
purpose, and its upgrade enables the Port to serve as an economic engine for the entire state. 
8.   NEW BUSINESS 
None.
10.  ADJOURNMENT 
There being no further business, the special meeting was adjourned at 3:20 p.m. 
Tom Albro 
Secretary 
Minutes approved: May 26, 2015. 

Minutes of October 28, 2014, proposed for approval on May 26, 2015.