Minutes

Commissioners                                             Tay Yoshitani 
Gael Tarleton 
Chief Executive Officer 
Commission President 
Tom Albro                          P.O. Box 1209 
Bill Bryant                           Seattle, Washington 98111 
John Creighton                      www.portseattle.org 
Rob Holland                          206.787.3000 
Audio and video recordings of the meeting proceedings and meeting materials are available on the
Port of Seattle web site  www.portseattle.org. The approximate point in the video recording for each
agenda item is identified by hours, minutes, and seconds; example: 00:01:30. 
APPROVED MINUTES 
COMMISSION REGULAR MEETING OCTOBER 2, 2012 
The Port of Seattle Commission met in a regular meeting Tuesday, October 2, 2012, at Port of
Seattle Headquarters, Commission  Chambers, 2711 Alaskan Way, Seattle, Washington. 
Commissioners Albro, Bryant, Creighton, and Tarleton were present. Commissioner Holland was
excused to attend to other Port business. 
1.   CALL TO ORDER 
The regular meeting was called to order at 12:03 p.m. by Gael Tarleton, Commission President. 
2.   EXECUTIVE SESSION pursuant to RCW 42.30.110 
The regular meeting was immediately recessed to an executive session estimated to last
approximately 60 minutes to discuss matters relating to labor, sale or lease of real estate, potential
litigation, and performance of a public employee. Following the executive session, which lasted
approximately 50 minutes, the regular meeting reconvened in open public session at 1:08 p.m. 
PLEDGE OF ALLEGIANCE 
(00:01:24)  ANNOUNCEMENT  regarding work of the temporary committee on Airport
Concessions Disadvantaged Business Enterprises (ACDBEs) 
Commissioner Tarleton announced that the temporary committee on which she and Commissioner
Holland served had sent a letter to the Federal Aviation Administration on September 28, 2012,
seeking guidance on the Commission's September 11, 2012, motion to undertake efforts to extend
current leases or negotiate new leases with ACDBEs at Seattle-Tacoma International Airport. 
3.   (00:01:59)  APPROVAL OF MINUTES 
Special meeting of August 14, 2012. 
Motion for approval of minutes for the special meeting of August 14, 2012  Albro 
Second  Creighton 
Motion carried by the following vote:




PORT COMMISSION MEETING MINUTES                   Page 2 of 10 
TUESDAY, OCTOBER 2, 2012 
In Favor: Albro, Bryant, Creighton, Tarleton (4) 
Absent for the vote: Holland 
4.   SPECIAL ORDER OF BUSINESS 
4a.  (00:02:28)  Commission Activities Report. 
Presentation document(s):  Commission agenda memorandum  dated September 26, 2012,
provided by Mary Gin Kennedy, Director of Commission Services. 
Commissioner Creighton summarized Commission activities for September, noting participation in
Century Agenda outreach events, port-related panel discussions, meetings of the Washington
Public Ports Association, Freight Mobility Strategic Investment Board, and Puget Sound Regional
Council Transportation Policy Board, meetings with state and federal officials, and participation in a
Tourism Mission to the United Kingdom and Germany. 
5.   (00:02:39)  UNANIMOUS CONSENT CALENDAR 
[Clerk's Note: Items on the Unanimous Consent Calendar are considered routine and are not
individually presented or discussed; however, the Port Commissioners receive the request
documents for review prior to the meeting and have an opportunity to remove items from the
Consent Calendar for separate discussion and vote in accordance with the Commission bylaws.] 
5a.  Authorization for the Chief Executive Officer to proceed with design and construction
of the Rental Car Baggage Claim Renovation Project, including:  (1) preparing design
documents; (2) perform construction, using Small Works contracts and Port crews;
and (3) executing a contract to purchase furniture, for a total amount of$1,207,800. 
This request is time-sensitive and seeks a single authorization for design and
construction. 
Request document(s): Commission agenda memorandum dated September 26, 2012, provided by 
Michael Ehl, Director, Airport Operations, and George England, Program Leader, Aviation Project
Management Group. 
5b.  Authorization for the Chief Executive Officer to proceed with design and construction
of the Pier 66 Security Camera Upgrade Project, including:  analysis and design,
project management, preparation of construction documents, and use of Port crews,
for a total project cost not to exceed $540,000. This request is time-sensitive and seeks
a single authorization for design and construction. 
Request document(s): Commission agenda memorandum dated September 21, 2012, provided by
Rees Robinson, Senior Marine Maintenance Project Manager, and Marie Fritz, Cruise Services
Manager, Cruise and Industrial Properties. 
5c.  Authorization for the Chief Executive Officer to enter into and implement an interlocal
agreement with Green River Community College  (GRCC) for GRCC  to provide
curriculum development and classroom delivery of Frontline Supervision training
courses (or within-course modules) to Port employees at an annual cost not to exceed








PORT COMMISSION MEETING MINUTES                   Page 3 of 10 
TUESDAY, OCTOBER 2, 2012 
$60,000.  The interlocal agreement includes an initial two-year term with the mutual
option of three one-year extensions ending in 2016 for a total cost of $300,000. 
Request document(s): Commission agenda memorandum dated September 24, 2012, interlocal
agreement, and GRCC description provided by Annalee Luhman, Learning and Leadership
Manager, Human Resources and Development. 
5d.  Authorization for the Chief Executive Officer to advertise and execute up to three
consulting services indefinite delivery, indefinite quantity contracts for building and
structure related design, construction, and engineering support services for a total notto-exceed
amount of $1,000,000 with a three-year contract ordering period. No funding
is associated with this request. 
Request document(s): Commission agenda memorandum dated September 25, 2012, provided by
Cassie Fritz, Manager, Seaport Project Management Support Services. 
5e.  Authorization for the Chief Executive Officer to advertise and execute up to three
consulting services indefinite delivery, indefinite quantity contracts for infrastructurerelated
design, construction, and other engineering support services for a not-toexceed
total of $3,000,000 with a three-year contract ordering period.  No funding is
associated with this request. 
Request document(s): Commission agenda memorandum dated September 25, 2012, provided by
Cassie Fritz, Manager, Seaport Project Management Support Services. 
5f.   Authorization for the Chief Executive Officer to issue Change Order No. 4 for Contract
MC-0317155, Exterior Gates and Airfield Improvement Projects at Seattle-Tacoma
International Airport for an amount not to exceed $470,000.00 and to revise the project
scope to add two additional fuel hydrants at Concourse A. 
Request document(s): Commission agenda memorandum dated September 24, 2012, provided by
Ralph Graves, Managing Director, Capital Development, and Janice Zahn, Assistant Engineering
Director. 
5g.  Authorization for the Chief Executive Officer to issue Change Order No. 008 for the
Consolidated Rental Car Facility - Small Operator Area project to grant a no-cost time
extension of 136 calendar days to the contract completion date.  Upon approval of this
change order, the new contract completion date will be June 18, 2012.  No additional
funds are requested as this is a no-cost change order. 
Request document(s): Commission agenda memorandum dated September 21, 2012, provided by
Ralph Graves, Managing Director, Capital Development, and Janice Zahn, Assistant Engineering
Director. 
Motion for approval of consent items 5a, 5b, 5c, 5d, 5e, 5f, and 5g  Albro 
Second  Bryant 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Creighton, Tarleton (4) 
Absent for the vote: Holland


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TUESDAY, OCTOBER 2, 2012 
(00:06:36)  PUBLIC TESTIMONY 
As noted on the agenda, an opportunity for public comment was provided, although no public
comment was offered at this time. 
6.   DIVISION, CORPORATE, AND COMMISSION ACTION ITEMS 
6a.  (00:07:02)  Authorization for the Chief Executive Officer to re-advertise and execute
one construction contract to install one new passenger loading bridge (PLB) at Gate B1
and to refurbish one PLB at Gate B11. The total estimated cost for this phase of the
project is $1,570,000. 
Request document(s): Commission agenda memorandum dated September 14, 2012, provided by
Michael Ehl, Director, Airport Operations, and Wayne Grotheer, Director, Aviation Project
Management Group. 
Presenter(s): Mr. Grotheer and Ralph Graves, Managing Director, Capital Development. 
It was explained that bids received for the subject project were almost double the engineer's
estimate for the work on passenger loading bridges as Gates B1 and B11, which was attributed to
scheduling restraints related to the airline realignment that are no longer applicable; the fact that
there were only two bidders when there would normally be more; and staff's opinion that a
noncompetitive bidding environment was created by the requirement that six percent of the dollar
value of the work be performed by a small contractor or supplier and the fact that both bids
included use of the same small contractor/supplier firm. In coordination with the Office of Social
Responsibility, the intention of staff would be to remove the small contractor/supplier (SCS)
requirement for this project. 
There was discussion concerning the details of the SCS requirement, how often the six percent
requirement is exceeded on projects with similar bidding climates, and whether removal of the SCS
requirement would be likely to result in bids closer to the engineer's estimate. It was noted that the
bids' exceeding the engineer's estimate by almost double is extraordinary and that the ability of the
SCS firm selected for both bids to perform both mechanical and electrical work may have
contributed to the size of the bids. It was also noted that the removal of the SCS requirement for
this project is not a reflection on the Port's commitment to including small businesses, but rather an
indication of the Port's responsibility to deliver projects on a cost-competitive basis. 
Motion for approval of item 6a  Bryant 
Second  Albro 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Creighton, Tarleton (4) 
Absent for the vote: Holland 
6b.  (00:17:35)  Authorization to increase the project budget for the Centralized Pre-
Conditioned Air Project at Seattle-Tacoma International Airport by $2,000,000 to include
$1,250,000 for additional construction contingency; $250,000 for additional design team



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TUESDAY, OCTOBER 2, 2012 
support; and $500,000 for  additional support by Port Maintenance and Port
Construction Services.  In accordance with RCW 53.19.060, this memorandum 
constitutes notification to the Commission that the amended amount of this contract
exceeds 50 percent of the original not-to-exceed contract value. 
Request document(s):  Commission agenda memorandum dated September 24, 2012, and
notification memo dated August 29, 2012, provided by David Soike, Director, Aviation Facilities and
Capital Program, and Wayne Grotheer, Director, Aviation Project Management Group. 
Presenter(s): Mr. Soike, Mr. Grotheer, and Janice Zahn, Assistant Engineering Director. 
The Commission received a presentation on agenda items 6b and 6c that included information
relating to use of auxiliary aircraft engines to heat and cool air on board aircraft at the gate and the
expectation that the Centralized Pre-Conditioned Air Project is estimated to save the use of
approximately 5 million gallons of jet fuel annually, which represents the equivalent in CO2 
emissions of removing over 13,000 cars from the road.  The challenges involved in routing
specialized piping for the project to over 70 gates were described, and the causes of budget
increases and change orders during the project and lessons learned by staff were noted.
Information on potential future change orders on the project were described. Staff acknowledged
the role of project acceleration for the sake of pursuing grant funding on the many budget changes
and recommended that in similar future situations the risks of acceleration be clearly enunciated
and that the project contingency be increased to cover unexpected changes. Factors affecting
particular change orders and the status of claims related to budget increases and schedule
variances were summarized. It was noted that heated air for the project is expected to be ready in
December or January and that cooled air should be ready by spring 2013.
Commissioner Tarleton commented on the benefits of including consideration for exploratory
imaging for projects of this kind in future bids.  Commissioner Creighton noted that project
acceleration in the interest of obtaining grant funding often results in budget and scheduling
problems and stressed that the information presented to the Commission related to acceleration of
grant-eligible projects should address these risks up front.  Commissioner Albro recommended
establishing an acceleration premium to transparently represent the added cost of project
acceleration.
Motion for approval of item 6b  Bryant 
Second  Creighton 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Creighton, Tarleton (4) 
Absent for the vote: Holland 
6c.  (00:34:46)  Authorization for the Chief Executive Officer to issue Change Order No. 119
for Contract MC-0316677, Centralized Pre-Conditioned Air (PC Air) Project at Seattle-
Tacoma International Airport, in the amount of $509,013 for changes to the routing of
piping at the North Satellite Utility Tunnel and Mechanical Room.




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TUESDAY, OCTOBER 2, 2012 
[Clerk's Note: The contract number in the action request and in the signed agenda memorandum
for agenda item 6c was listed incorrectly as "MC-036677" and published so prior to the
Commission meeting of October 2, 2012. The correct number, which is shown above, should have
been "MC-0316677." A corrected agenda memorandum was prepared and posted on the Port's
website on October 10, 2012.] 
Request document(s):  Commission agenda memorandum dated September 24, 2012, and
subsequently corrected on October 10, 2012, provided by Ralph Graves, Managing Director,
Capital Development, and Janice Zahn, Assistant Engineering Director. 
There was no presentation at this time; however, t he Port Commissioners received the request
documents for review prior to the meeting of October 2, 2012, and the presentation for agenda item
6b also covered information relevant to agenda item 6c. 
Motion for approval of item 6c  Creighton 
Second  Albro 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Creighton, Tarleton (4) 
Absent for the vote: Holland 
7.   STAFF BRIEFINGS 
7a.  (00:35:50)  Part 150 Aircraft Noise and Land Use Compatibility Study Update. 
Presentation document(s): Commission agenda memorandum dated September 25, 2012, and
computer slide presentation provided by Stan Shepherd, Manager Airport Noise Programs. 
Presenter(s): Mr. Shepherd; Mark Reis, Managing Director, Aviation Division;  and Rob Adams of
the firm of Landrum & Brown. 
Regarding the timing of the briefing on the Part 150 Study update, Chief Executive Officer
Yoshitani commented that the Port was defending against a proposed class-action lawsuit
associated with the operation of the Third Runway that resulted in suspension of work on the Part
150 Study, pending a judge's decision on the class action. He stated that staff hasbeen working
on study revisions required by the Federal Aviation Administration (FAA) since the judge's ruling in
April 2012 denying certification of the class. 
The Commission received a presentation on the status of the Part 150 Study and the Airport's
efforts to reduce aircraft noise in the communities surrounding the Airport. It was explained that
final decisions on noise mitigation have not been made, and that all the mitigation proposals would
need to be discussed in detail before recommending specific actions on noise mitigation. 
An updated 2018 noise contour and proposed noise remedy boundary map was presented that
showed that the average Day/Night Level (DNL) contour for the 65 DNL is expected to encircle a
smaller area in 2018 than the current 65 DNL boundary due to changes in aircraft technology and



PORT COMMISSION MEETING MINUTES                   Page 7 of 10 
TUESDAY, OCTOBER 2, 2012 
operations. The 65 DNL contour affects the area within which noise mitigation proposals approved
by the FAA would be eligible for federal funding assistance. It was explained that overflight activity
has a more significant effect on the 65 DNL than ground run-up enclosure (GRE, or "hush house")
placement. Factors affecting the extension of the 65 DNL farther to the north and south than to the
east and west were discussed.
In response to Commissioner Albro, Mr. Shepherd stated that temporary noise monitoring in the
Marine Hills neighborhood is being collected now and that a full year of data will be necessary. He
added that a monitor on 320th Street had been relocated at the request of the City of Federal Way
to the Woodmont School site. 
In response to Commissioner Creighton, Mr. Shepherd noted that the existing noise remedy
boundary for the Airport was established in 1985 based on expected noise contours for 2000,
which did not include modeling related to the Third Runway but was very large due to the very loud
aircraft operating at that time. He explained that the FAA allowed the Port to continue to use the
larger boundary when mitigating for noise impacts anticipated by construction of the Third Runway. 
Potential noise mitigation options anticipated to be submitted to the Commission for inclusion in a
draft Part 150 Study to be submitted to the FAA were summarized. These included single-family
home sound insulation; inclusion of air conditioning as part of the standard insulation package for
single family homes not previously insulated; sound insulation for multi-family owner-occupied and
tenant-occupied buildings; and a GRE feasibility study. 
It was noted that failure to receive FAA approval would not necessarily preclude additional noise
mitigation actions by the Port that could be pursued independent of federal funding, subject to
consideration for use of public money under state law.
Commissioners Albro and Creighton requested additional information on mitigation benefits and
siting considerations for a GRE. 
Additional steps in the Part 150 process were summarized, and it was anticipated that a draft
proposal would be presented to the Commission in December, with a draft to be made available for
public comment in January 2013. It was explained that a public hearing would be held during the
45-day comment period, after which additional meetings with the Technical Review Committee and
a request for Commission approval in February or March 2013, with a final Part 150 Study to be
submitted to the FAA in March or April 2013. 
7b.  (01:04:00)  Capital Budget Briefing. 
Presentation document(s): Commission agenda memorandum dated September 14, 2012, and
computer slide presentation provided by Dan Thomas, Chief Financial and Administrative Officer. 
Presenter(s):  Mark Reis, Managing Director, Aviation Division; David Soike, Director, Aviation
Facilities and Capital Programs; Borgan Anderson, Senior Manager, Aviation Finance and Budget;
Boni Buringrud, Director, Seaport Finance and Budget; Peter Garlock, Chief Information Officer;
and Kim Albert, Senior Manager, Information and Communications Technology Business Services.

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TUESDAY, OCTOBER 2, 2012 
The regular meeting was recessed due to lack of a quorum at 2:13 p.m. and reconvened at
2:15 p.m., chaired by Commissioner Tarleton. 
Aviation 
The Commission was presented with information regarding the 2013 proposed capital budget.
Aviation projects presented and linked to Aviation business strategies and preliminary Century
Agenda goals included the following new projects: 
Federal Inspection Services (FIS) Facility Long-Term Solution; 
Security Exit Lane Breach Control; 
Known Crewmember and Employee Bypass; 
Access Control System Refresh; 
Emergency Power Transfer Switches; 
Main Terminal Mezzanine Tenant Relocations; 
800MHz Radio System Upgrade; 
Passenger Loading Bridges at Gates B6, B8, B14; 
Passenger Loading Bridges at Gates B7 and B9; 
Snow Blower and Deicer Trucks; 
Noise System Upgrade Replacement; 
Grease Interceptor Augmentation 2013; 
Concourse D Roof Replacement; and 
Valet Parking Infrastructure. 
Commissioner Albro requested additional information related to the effect of FIS improvements on
Airport growth trends. 
Costs for projects summarized by category as authorized/underway, pending 2012-2013
authorization, pending future authorization, and small projects were presented with annual totals
between 2013 and 2017. The total cost of projects authorized/underway in 2013 was stated at
approximately $130 million, with a five-year total estimated at $511 million. The total 2013 cost of
projects pending 2012-2013 authorization was stated at approximately $44 million, with a five-year
total estimated at $612 million. The total 2013 cost of projects pending future authorization was
presented at approximately $5 million, with a five-year total estimated at $311 million. The total
2013 cost of projects in the small projects category was stated at approximately $4.2 million, with a
five-year total estimated at $18.8 million. The total capital spending for Aviation projects between
2013 and 2017 was summarized at approximately $1.45 billion. 
In response to Commissioner Albro, Mr. Anderson reported that the historic high point for Aviation
capital spending was 2002 with approximately $421 million, followed closely by $416 million in
2004 and $413 in 2005, and that all three years included work on the Third Runway. Mr. Reis
commented on the total $1.45 billion cost over five years for major capital projects, the
consolidation of approximately $770 million of that cost in three major projects  FIS Solution,
NorthSTAR, and Runway 16C/34C reconstruction  and uncertainty as to whether the project
spending and assignment of associated resources in the five-year period is practicable.

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TUESDAY, OCTOBER 2, 2012 
Seaport 
The Seaport Division's key strategies aimed at commercial business, asset stewardship, and
advancing the Green Gateway were summarized, as was the process for the capital budget review.
Cost for all categories of Seaport projects  Commission authorized/underway, pending 2013
authorization, pending future authorization, and small projects  was summarized for 2013 at
approximately $13 million, with a five-year total estimated at $296 million. 
Projects in the Seaport capital plan were summarized. It was noted that authorized/underway
projects related to Terminal 5 crane cable reels, cruise capital allowance for the CTA lease, and
Building C175 roof replacement under CIP #C800430 represent lease commitments. Projects
pending 2013 authorization that represent lease commitments include Terminal 106 and Terminal
108 drainage and paving. It was noted that Terminal 46 Viaduct-replacement-driven capital work is
being funded by the Washington State Department of Transportation and that the capital funding in
the Seaport capital budget is for project oversight.  Projects pending future authorization that
represent lease commitments include new cranes at Terminal 5. Timing on any action on the
Pier 66 Shorepower project was discussed, given the five-year cost of $13.7 million and the need
for coordination with the City of Seattle in further development of the project. 
Projects supporting preliminary Century Agenda goals were presented. There was discussion on
the issue of stormwater management, the responsibilities of tenants versus the Port for stormwater
treatment, and the high standards for treatment of stormwater.
Real Estate 
The Real Estate Division's review process for the capital budget was described. It was noted that
the funding capacity for Real Estate projects has not yet been determined. Cost for all categories
of Real Estate capital projects was summarized for 2013 at approximately $17 million, with a fiveyear
total estimated at $69 million. Projects in the categories of Commission authorized/underway,
pending 2013 authorization, pending future authorization, and small projects were noted. There
was discussion of the live-aboard use and market value of facilities at Shilshole Bay Marina related
to the five-year cost of $4.8 million for replacement of restrooms that were built in the 1960s and
are not accessible by current standards (not compliant with the Americans with Disabilities Act).
Commissioner Albro requested more detailed information about Real Estate projects correlated to
the particular asset over time in order to compare asset revenue to investment levels. 
Corporate 
In the summary of Information and Communications Technology costs it was noted that despite
introduction of over 50 new or enhanced systems since 2008, the average annual budget growth
has remained relatively flat at about 1.2 percent. The total 2013 cost for all project categories was
presented as approximately $11 million, with a five-year total estimated at $45.4 million. Projects
were summarized by category. The PeopleSoft Financials Upgrade was noted as a key driver of
Corporate costs in 2013.

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TUESDAY, OCTOBER 2, 2012 
Portwide 
Overall capital budget totals by category and by division for all Port divisions were presented,
showing a 2013 total for all categories of approximately $225 million and a five-year total of slightly
less than $1.9 billion. Mr. Thomas stated that a presentation on the draft plan of finance and tax
levy funding analysis would be provided on October 23, 2012. Commissioner Albro requested
more information about the range of possible capital spending above and below the expenditures
represented by staff proposals, particularly for projects that draw upon the tax levy.
Mr. Thomas described the process by which variances are tracked against the capital budget,
noting that CIP cash flow is updated on a quarterly basis and that the forecast made at the end of
the second quarter of 2012 for budget planning purposes would necessarily be out of date by the
time actual expenditures for 2013 start to be recorded. He explained that the cash-flow forecast for
2013 is updated based on the cash-flow update for the fourth quarter of 2012, using the same list
of capital projects. He stated that the plan-of-finance forecasts are not part of the formal funding
plan for bond issuance or other funding needs. 
The 2013 capital budget was presented by division percentage, with 81.7 percent in the Aviation
Division, and capital spending trends between 2005 and 2013 were summarized against plan-offinance
forecasts. 
8.   NEW BUSINESS 
(02:30:18)  Airport Duty-Free Concession Update. 
Mr. Reis announced that, on October 1, 2012, following an evaluation process reviewed by a board
of review described on September 11, 2012, and composed of Ralph Graves, Managing Director,
Capital Development Division; Joe McWilliams, Managing Director, Real Estate Division; and Nora
Huey, Chief Procurement Officer, an apparent proposer for the Airport duty-free concession had
been identified. He explained that a 48-hour protest period began following the announcement of
the selected bidder during which an administrative protest of the selection may be filed by
unsuccessful bidders. He added that the protest period should conclude by October 4, 2012. 
9.   POLICY ROUNDTABLE 
None. 
10.  ADJOURNMENT 
There being no further business, the regular meeting was adjourned at 3:40 p.m. 

Tom Albro 
Secretary 
Minutes approved: November 27, 2012.

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