COMMISSION 
AGENDA MEMORANDUM                        Item No.          8d 
ACTION ITEM                            Date of Meeting       April 16, 2019 
DATE:     April 5, 2019 
TO:        Stephen P. Metruck, Executive Director 
FROM:    James Schone, Director Aviation Commercial Management 
James Jennings, Senior Manager Aviation Properties 
W. Allan Royal, Property Manager 
SUBJECT:  ATZ Lease Amendment for operation of the Doug Fox Parking Lot 
ACTION REQUESTED 
Request Commission authorization for the Executive  Director to execute an amendment
substantially in the form attached hereto (Attachment 2) to the lease with ATZ, Inc., for a term
of three years and two one-year options, for operation of the parking facility commonly known
as the Doug Fox Parking Lot located north of South 170th Street and east of the Northern 
Airport Expressway in the City of SeaTac. 
EXECUTIVE SUMMARY 
The Port owns an "off-airport" surface parking lot on South 170th Street that is approximately 
mile from Seattle-Tacoma International Airport (Airport). This property, commonly known as
the Doug Fox Parking Lot, is leased to and operated by ATZ, a local, small business. In 2012, 
Port staff issued a request for proposals (RFP) for operation of this property as a park-and-ride
operation. ATZ was the sole responder to meet the minimum requirements of the solicitation.
On July 9, 2013, the Commission authorized the Chief Executive Officer to execute a lease with
ATZ for a term of five years with two five-year options. 
The proposed action does not contemplate an open solicitation but a condition to exercise the
option under the terms of the lease. The language in the lease requires that ATZ and the Port
negotiate, in good faith, the terms for all option periods and that if both parties are in
agreement on the proposed terms, Port staff is to seek Commission approval. Based on the
requirements in the initial lease, ATZ and Port staffs have been negotiating the terms for the
first 5-year option period as the initial term is nearing expiration, in June 2019.  The proposed
terms include revised concession rent, revised minimum annual guarantees, an exclusion from
gross revenues of advertising expenditures up to $120,000 per year and a clause for how both
parties will handle disruption to this business caused by closure of the primary access routes to
and from this property.


Template revised April 12, 2018.

COMMISSION AGENDA  Action Item No. 8d                                  Page 2 of 9 
Meeting Date: April 16, 2019 
A major consideration in the negotiations was the Sustainable Airport Master Plan (SAMP) that
includes construction of a second terminal building on the Doug Fox Parking Lot beginning in
2025.  The current SAMP implementation plan schedule estimates that roadway work to
expand the airfield through relocation of the southbound lanes of the Northern  Airport
Expressway (NAE) will likely impact access to the Doug Fox Parking Lot in 2024 and as early as
2023. Construction phasing for SAMP projects will be refined as projects move through more
detailed planning and design. Given the inherent uncertainty of construction phasing at this
current level of planning and project definition where a prudent tenant would view the deal as
only a three year deal with certainty, Port staff believes that the best use of this property in the
near-term is continued use as a parking facility and that the best financial return to the Port is
via an amendment to the current lease with ATZ. This lease is expected to generate over $16
million in non-aeronautical revenue during the proposed five-year term of this option period. 
JUSTIFICATION 
The Doug Fox Parking Lot has been used primarily for airport parking since its development well
over 30 years ago.  Although it is an "off-airport" site, the property has the advantage of being
relatively close to the Airport with a convenient approach for customers from the Northern
Airport Expressway as well as convenient access to the Airport for the operator's shuttle vans
bringing customers to and from the Airport (Attachment 1). The lot provides the Airport with a
facility that competes in the off-airport parking market where prices are lower, while the Airport's
main parking garage commands higher rates based on the value of its proximity to the terminal.
On May 22, 2012, the Commission authorized proceeding with design for pavement renewal
and replacement, a new and improved lighting system, new signage to improve visibility of the
facility, demolition of the existing building, and construction of a new building on this property 
referred to as the Doug Fox Parking Lot Services Upgrade Project. These improvements were in
addition to a new drainage system for the property that was authorized by the Commission on
February 14, 2012. 
Following those Commission actions, Port staff initiated a public RFP process for an operator of
the improved facility in anticipation of the expiration of the then-current lease with ATZ in
September 2012.  The RFP was advertised broadly in various local, national, and industryspecific
publications.   However,  ATZ  was  the  lone  respondent  that  met  the  minimum
qualifications.  ATZ is a locally-owned and operated small business that has over 30 years of
experience managing parking operations in the local airport market. The Commission approved
a lease with ATZ on July 9, 2013, that included a five-year term as well as two five-year options. 
In September 2014, ATZ submitted a claim for harm suffered from changes to the construction
schedule for the Doug Fox Parking Lot Service Upgrade Project. Later that fall, an audit
identified that ATZ had failed to complete the divestiture of its ownership in another parking
facility located within three miles of the airport within the timeframe granted to it by the Port,
as was required by the RFP issued in 2012. On June 9, 2015, the Commission approved the first
amendment to the lease with ATZ that incorporated revised terms negotiated between ATZ and
the Port to account for the negative impacts of the delayed construction of the Doug Fox

Template revised September 22, 2016; format updates October 19, 2016.

COMMISSION AGENDA  Action Item No. 8d                                  Page 3 of 9 
Meeting Date: April 16, 2019 
Parking Lot Services Upgrade Project and that reflected both parties roles in these delays as
well as the delayed divestiture by ATZ. 
The first five years of this lease have produced significant revenues to the Port, exceeding the
minimum annual guarantee (MAG) each year as noted in the table below. 
MAG, Revenue and % Rent to the Port during the Initial Five-year Term 



During this period, ATZ has been a responsible tenant of the Port.  An audit was conducted by
the Port's Internal Audit staff in 2017 with no findings. The Washington State Department of
Revenue conducted an audit in 2017 with no findings.  The tenant is in compliance with all
other aspects of their lease including use of alternative fuel shuttles, vehicle idling plan, small
business  reporting  and  annual  consultation  with  Port  environmental  staff  on  possible
improvements. 
The proposed terms of this amendment are: 
TERM: Three-year term with two 1-year options auto-renewed unless ATZ declines within 120 
days prior to commencement of the option year. 
MAG          CONCESSION RENT 
o  Year 1  $2,000,000          58% 
o  Year 2  $2,000,000          58% 
o  Year 3  $1,500,000          58% 
o  Year 4  $1,500,000          57% 
o  Year 5  $1,500,000          56% 
The lower concession rents and MAGs as proposed by ATZ are the result of two factors: 1) the
greater uncertainty in the coming years about the demand for airport parking due to the rapid
growth in use of transportation network companies (TNCs) i.e., Uber, Lyft , and Wingz and carshare
companies as well as the potential for autonomous vehicles and 2) higher operating costs
relative to five years ago. 
Marketing Exclusion from gross receipts - $120,000/year 
The purpose behind this exclusion is that the current high concession fee serves to disincentivize
the tenant from advertising. As an example, if the tenant spends $1 on advertising
and revenues grow by $1.50 as a result of that advertising, the tenant has to pay an additional
$0.87 (58 percent of the $1.50) to the Port. In this example, the tenant spent $1.87 ($1 for

Template revised September 22, 2016; format updates October 19, 2016.

COMMISSION AGENDA  Action Item No. 8d                                  Page 4 of 9 
Meeting Date: April 16, 2019 
advertising and $0.87 in concessions fee) and only gained $0.63 in revenue.  The proposed
exclusion of up to $120,000 per year in advertising expenditures is intended to encourage the
tenant to grow the business through more aggressive advertising and/or marketing. 
In a worst-case scenario, if there were no increase in revenues as a result of the increased
advertising, the actual revenue reduction to the Port from the exclusion to gross revenues
would be the amount the tenant spent on advertising times the applicable concession fee 
payable to the Port. As an example, if the tenant spent the full $120,000 allowed in one year
and there was no discernable increase in revenues, the actual revenue reduction to the Port
would be $120,000 x 58% or $69,600). ATZ has projected revenue to the Port of approximately
$16.3 million over the five years of the agreement with this provision incorporated into the new
lease (see table below).  ATZ has requested that this provision be effective upon the date this
lease amendment is executed by both parties. 
Doug Fox Parking Revenue Projections
5 Year with estimated 3% annual regional growth
Revenues shown are net of tax

Less Marketing   Adjusted Gross Concession
Total Gross Rev               Excl               Rev       Rent    Net Rev
2018/2019                 $ 5,300,344                                                           $ 3,339,217 
2019/2020 (Year 1)          $ 5,459,353            $ (120,000)           $ 5,339,353                    58%  $ 3,096,825 
2020/2021 (Year 2)          $ 5,623,134            $ (120,000)           $ 5,503,134                    58%  $ 3,191,818 
2021/2022 (Year 3)          $ 5,791,827            $ (120,000)           $ 5,671,827                    58%  $ 3,289,660 
2022/2023 (Year 4)          $ 5,965,583            $ (120,000)           $ 5,845,583                    57%  $ 3,331,982 
2023/2024 (Year 5)          $ 6,144,551            $ (120,000)           $ 6,024,551                    56%  $ 3,373,749 
$ 28,984,448          $ (600,000)        $ 28,384,448                   $ 16,284,033
Early Termination Notice by the Port of Seattle if the property is needed for other
Airport uses 
o  If the Port elects early termination for other Port uses, by written notice to ATZ, the
notice triggers "wind-down" period of the lease, which includes suspension of the
MAG for the last four months. 
o  The percentage concession fee for the last four months that the business is
operating on the property will be 45, 30, 10, and 10. 
o  There is no other cost to the Port for this Early Termination Notice besides the
reduced concession fee and elimination of the MAG. 
In the event of an "Access Disruption Event" 
Definition  A continuing inability to use the southbound Northern Airport Expressway
Air Cargo Road on-ramp or South  170th  Street  off-ramp.   This does not include
unplanned closures caused by such things as accidents, broken water mains etc., or
other events that impact the business of the Doug Fox Parking Lot. 

Template revised September 22, 2016; format updates October 19, 2016.

COMMISSION AGENDA  Action Item No. 8d                                  Page 5 of 9 
Meeting Date: April 16, 2019 
o  The inability to utilize either ramp shall mean: unable to be utilized by ATZ or their
customers for more than 10 hours per 24-hour day (midnight to midnight) during
any 10 days of any 30-day period.
o  ATZ will be responsible for documenting these closures and after reaching five days
during a 30-day period that meets the above definition; ATZ will notify the Port
about this milestone and provide documentation of the events for Port to verify. 
Approximately 80 percent of the customers using this facility utilize the Northern
Airport Expressway southbound off-ramp to South 170th Street for access to the 
facility. 
o  Upon ATZ's notification and documentation to the Port that the full 10 days have
occurred in the 30-day period, ATZ and the Port will begin negotiations for relief for
a period of 120 days. During negotiations, there will be no MAG and the concession
fee will be 50 percent of the then applicable rate. 
o  If an agreement is not reached in the 120-day period, the lease will terminate 3
months later. The percentage concession rent for this final three-month period will
be 30, 10 and 10 (the same as the last three months of the "wind-down"period
noted above) and no MAG. 
Effective date: 
o  The  amendment would be  effective July 1, 2019,  except for the advertising
expenditure exclusion provision, which would be effective May 1, 2019. 
ALTERNATIVES AND IMPLICATIONS CONSIDERED 
Alternative 1 - Issue a request for proposals for a new operator 
Cost Implications: None 
Pros: 
1)  This tests the market for the value of the property as a commercial parking facility 
Cons: 
1)  Given the relatively short term (most likely five years, potentially three), it is unlikely
that a new operator would be willing to make the investment required to market and
operate the facility. The major capital invest and startup process includes: 
o  Significant first year start-up costs of $2.44M or more, based upon the research
conducted for airport self-operating scenario. 
o  Ramp up and marketing in year one would produce less dollar volume in revenue
until brand is established. 
2)  In the 2012 RFP there was a requirement to divest any other park and ride business
within five miles of this location. There was a real concern that an established operator
could manipulate the market to enhance their other businesses.  This concern is still
there which means that all local major park and ride operations would probably not
respond for this deal assuming the Port keeps this restriction 
This alternative is not recommended. 

Template revised September 22, 2016; format updates October 19, 2016.

COMMISSION AGENDA  Action Item No. 8d                                  Page 6 of 9 
Meeting Date: April 16, 2019 
Alternative 2 - The Port operates the parking facility as it does the Main Parking Garage (i.e.,
Port staff would be used to run the entire operation) 
Cost Implications:
o  One-time cost of $440,000 for installation of revenue control system 
o  Approximately $1.8 million annual costs for staffing of cashiers and drivers 
o  Approximately $300,000 annual costs for shuttle leases and fuel/maintenance costs 
o  Unknown additional costs associated with branding and marketing of the facility 
Pros: 
1)  The Port has direct control of the property 
2) This would provide an economy lot option for the Airport's parking program 
3)  This has the potential to generate more income than Alternative 1 or 2, assuming that
the Port is able to achieve the same level of gross revenues as forecasted by ATZ.
However, there is significantly more risk. 
Cons: 
1)  The Port would have to invest in the revenue control system 
2)  The Port would need to lease or buy shuttle vans and hire drivers with uncertainty
regarding length of time required for procurement of busses and hiring of drivers 
3)  The Port would need to invest in branding and marketing the facility 
4)  There are significant risks associated with achieving the same level of financial return as
Alternative 1 
This alternative is not recommended. 
Alternative 3 - Issue a request for proposals for a firm to operate this parking facility under a
management contract 
Cost Implications: Similar costs for the revenue control system but with potentially lower costs
for operating the facility compared to Alternative 3. Further work would be necessary to
understand represented labor concerns if this is the preferred alternative 
Pros: 
1)  This would likely be easier and quicker to set up than Alternative 3 
2)  This has the potential to generate more income than Alternative 1 or 2, assuming that
the Port is able to achieve the same level of gross revenues as forecasted by ATZ.
However, there is significantly more risk. 
Cons: 
1)  The Port would have to invest in the revenue control system ($440,000) 
2)  The Port would request that the firm provide the shuttle vans (at Port cost) 
3)  The Port would need to invest in branding and marketing the facility 
4)  There  are  significant  risks  to  operationalizing  this  alternative  and  to  the  financial
forecast 
This alternative is not recommended. 

Template revised September 22, 2016; format updates October 19, 2016.

COMMISSION AGENDA  Action Item No. 8d                                  Page 7 of 9 
Meeting Date: April 16, 2019 
Alternative 4 - Port changes the use of either some portion of or the entire facility (1,400 stalls)
to airport tenant employee parking, similar to that of the North Employee Parking Lot (NEPL)
and operates the facility with Port staff or via a consortium run by the airlines. 
Cost Implications:
o  One-time cost of $440,000 for installation of revenue control system 
o  Approximately $1.8 million annual costs for staffing if done by the Port 
o  Approximately $300,000 annual costs for shuttle leases and fuel/maintenance costs 
if done by the Port 
o  Unknown additional costs associated with signage updates 
Pros: 
1)  It would significantly expand the capacity for airport tenant employee parking beyond
the 4,100 spaces available today in the NEPL and provide room for additional growth
(airlines operating at the Airport are currently requesting 900 additional stalls) 
Cons: 
1)  This would involve a significant loss of non-aeronautical revenue as employee parking is
charged on a cost recovery basis unless the airlines were willing to compensate the
Airport for this loss of non-aeronautical revenue. 
2)  Using current revenue estimates with the proposed terms as negotiated with ATZ, the
Port would lose approximately $3 million per year in non-aeronautical revenue 
3)  If this facility were to be operated with the busses and drivers currently serving NEPL,
there would be a significant impact to the level of service (i.e., timeliness of arrivals and
departures) 
4)  If new busses and drivers were to be used for operation of this facility, there is
uncertainty regarding the length of time required for bus procurement and hiring of
drivers 
5)  If operated by an airline consortium, there may be labor implications 
6)  If a decision were made to allocate a portion of the lot for employee parking while
retaining the remainder for commercial parking, there would be significant operational
complexity 
This alternative is not recommended. 
Alternative 5 - Request Commission approval for a new lease and concession agreement with
ATZ based on terms negotiated with ATZ as noted below: 
Cost Implications: None 
Pros: 
1)  The  Port  enjoys  a  high  level  of  non-aeronautical  revenue  from  the  property
(approximately $16.3 million over five years) 
2)  The term length works within the time-frame limitations of the SAMP 
3)  There is no interruption of service for those customers who currently use the Doug Fox
Parking Facility 

Template revised September 22, 2016; format updates October 19, 2016.

COMMISSION AGENDA  Action Item No. 8d                                  Page 8 of 9 
Meeting Date: April 16, 2019 
4)  There is no new capital or expense requirement of the Port 
5)  This supports a local small business 
Cons: 
1)  This does not test the market for other operators 
2)  This does not allow for alternative uses for the site during this five-year period 
This is the recommended alternative. 
FINANCIAL IMPLICATIONS 
This agreement is expected to generate over $16 million in revenue to the Port over the 5-year 
term. 
ATTACHMENTS TO THIS REQUEST 
(1)  Presentation slides 
(2)  Lease amendment 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
March 26, 2019, the Port Commission tabled the action until all Commission members are
present. 
December 11, 2018  Lease amendment was on the agenda for consideration but was
deferred. 
June 9, 2015, the Port of Seattle Commission authorized the ATZ Lease Amendment for the
Doug Fox Parking Lot. 
April 14, 2015, the Port of Seattle Commission received a briefing and request to authorize
the Amendment but decided to defer the decision. 
January 6, 2015, the Port of Seattle Commission authorized (1) an additional $427,000 to
complete the construction of the Doug Fox Site Improvements project for a total
authorization of $6,930,000, and (2) the Chief Executive Officer to execute change
orders to extend the construction duration by up to 180 days to complete changed
work associated with the operations building. 
December 9, 2014, the Port of Seattle Commission was presented but deferred taking
action to authorize the Chief Executive Officer to amend the lease with ATZ for the
operation of the Doug Fox Parking Lot to extend the term nine months, defer
increases in the concession fee and Minimum Annual Guarantee, and provide other
modest relief for operational impacts and delays caused by construction of the Doug
Fox Parking Lot Services Upgrade Project. 
December 2, 2014, the Port of Seattle Commission was presented, but deferred taking
action to authorize (1) additional $427,000 to complete the construction of the Doug
Fox Site Improvements project for a total authorization of $6,930,000, and (2) the

Template revised September 22, 2016; format updates October 19, 2016.

COMMISSION AGENDA  Action Item No. 8d                                  Page 9 of 9 
Meeting Date: April 16, 2019 
Chief Executive Officer to execute change orders to extend the construction duration
by up to 180 days to complete changed work associated with the operations building. 

October 8, 2013, the Port of Seattle Commission authorized the Chief Executive Officer to
execute a major public works construction contract with the low responsive and
responsible  bidder  for  an  additional  $1,385,000  for  a  total  authorization  of
$6,503,000. 
July 9, 2013, the Port of Seattle Commission authorized the Chief Executive Officer to: (1)
advertise, award, and execute a major public works contract for the Doug Fox Site
Improvements project; and (2) execute a Developer Extension Agreement with the
Valley View Sewer District for an additional $3,322,000, for a total authorization of
$5,118,000. 
July 9, 2013, the Port of Seattle Commission authorized the Chief Executive Officer to
execute a lease with ATZ, Inc., for a term of five years with twofive5-year extension
options upon mutual agreement. 
June 4, 2013, the Doug Fox Site Improvements project was presented to the Port
Commission but no final action was taken. 
March 5, 2013, the Port Commission postponed consideration of the Doug Fox Site
Improvements project. 
May 22, 2012, the Port Commission authorized the Chief Executive Officer to: (1) increase
the scope of the Doug Fox Site Improvements project to include resurfacing, lighting,
building, and road signage; (2) to execute utility agreements; and (3) to complete the
design of the project for an additional $768,000, for a total authorization of
$1,796,000. 
February 4, 2012, the Port Commission authorized the Chief Executive Officer to complete
the design and to utilize Port Construction Services crews for the construction of the
Doug Fox Site Improvements project in the amount of $1,028,000. 






Template revised September 22, 2016; format updates October 19, 2016.