P.O. Box 1209 
Seattle, Washington 98111 
www.portseattle.org 
206.787.3000 
PROPOSED MINUTES 
AUDIT COMMITTEE SPECIAL MEETING SEPTEMBER 24, 2020 
The Port of Seattle Commission Audit Committee met in a special meeting Thursday, September 24, 2020.
The meeting was held remotely in accordance with the governor's 'Safe Start' order and Proclamation 20-
28.  Committee  members  present  included  Commissioner  Calkins,  Commissioner  Bowman,  and 
Christina Gehrke. Also present were Glenn Fernandes, Director, Internal Audit; Dan Chase, Internal Audit
Manager; Aaron Pritchard, Commission Policy Manager; Michelle Hart, Commission Clerk; and Lauren
Smith, Deputy Commission Clerk. 
Call to Order: 
The committee special meeting was called to order at 1:39 p.m. by Commissioner Calkins. 
Approval of Audit Committee Meeting Minutes of May 7, 2020 and June 11, 2020: 
The minutes of the Audit Committee special meeting of May 7 and June 11 of 2020, were approved
without objection. 
External Audit Office of the Washington State Auditor opening: 
The Committee received a presentation from Mr. Joseph Simmons, Ms. Angela Funamori,  and 
Ms. Maddie Frost-Shaffer that contained the following information: 
Introduction of the overall scope of the audit the Washington State Auditor's Office (SAO) will
conduct for the year 2019; 
While the scope has not been fully identified, as they are very early in the process, the office will
continue communication about the final determined scope. 
This year's audit will be conducted remotely due to Covid-19. 
As part of the accountability audit the SAO investigates management's use and safeguarding of
public resources, as well as compliance with laws and policies. 
Due to objectives, the SAO may cover audits already done but with a different approach. 
Three levels of reporting, findings, management letters, and exit items. 
Review of the audit plan and plan for communication with Port staff throughout the audit. 
Results of the audit will be shared during an exit conference. 
Resources highlighted within the SAO including a Covid-19 toolkit specifically around CARES Act
funding and others. 
Once SAO audit is completed Port complete an exit a survey; 
Audit Committee Minutes of September 24, 2020, submitted for review on December 4, 2020, and proposed for approval on December 10,
2020.

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THURSDAY, SEPTEMBER 24, 2020 
SAO and The Port highlighted the desire to be a good partners in conducting this audit. 
Proposed 2021 Internal Audit Budget: 
The committee received a presentation from Mr. Glenn Fernandes that included the following information: 
budget guidelines of the Port in dealing with the budget during the current pandemic; 
Internal Audit was able to reduce costs for the upcoming 2021 budget year; 
One frozen position that had been vacant within the Internal Audit department; and 
cutting costs through not traveling and participating in some training; however, staff is still
maintaining training needed to keep up with required licenses. 
Committee members remarked on the department's ability to meet the challenge of the moment regarding 
the budget while still maintaining the essential function of internal audit and its importance to maintaining
transparency. 
Without objection, the proposed 2021 Internal Audit budget was approved. 
Internal Audit Department Charter Update: 
The committee received a presentation from Mr. Glenn Fernandes that included the following information: 
updates to the Internal Audit charter, which is separate from that of the Audit Committee charter; 
Internal Audit charter changes are still reviewed, vetted, and approved by members of the Audit
Committee - Mr. Fernandes was in communication with committee members about these changes; 
the original charter written in 2011 hasn't received an update since,  and  some standard
requirements have changed; and 
updates do not change any roles or responsibilities - changes to the charter are mostly to clean up
the document and clarify tittles and technical terms. 
Without objection, the updated Internal Audit Department charter was approved. 
Updates and Approvals: 
The committee received a presentation from Mr. Glenn Fernandes that included the following information: 
Overviewed changes to the audit plan for 2020 - all changes are due to the Pandemic and were
covered in-depth and approved at the June 11 audit committee meeting; 
At direction of Human Resources. the  Internal Audit Department is in the process of auditing the
Public Health Emergency Leave and will report back at the next Audit Committee meeting; 
Commissioner Bowman requested a look at teleworking and the tools needed for employees to be
successful. Mr. Fernandes indicated Human Resources conducted a survey to this effect and
updated the committee about the results of this survey and new policies to help employees be
better equipped at home; 
High level review of deferred audits and which audit reports can be expected at the December
Audit Committee meeting; 
Compiling list of potential 2021 audits - first added were audits deferred from 2020; 
Commissioner Bowman added a request relating to noise monitoring data;

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THURSDAY, SEPTEMBER 24, 2020 
Commissioner Bowman also requested Internal Audit look into a project in which the project
estimate was significantly lower than the bids and; 
Rent deferrals as a result of Covid-19 - not as much is known about what this will look like, but it is
on the radar of Internal Audit; 
Planned audits for 2021 will be reviewed at the December Audit Committee meeting; 
Committee members inquired about potential audits for the future and if they are within the scope
of the internal audit team; 
Review of the timeline follow-up of audit reports with issues - there is some slippage in timeliness
of resolving issues due to Covid-19, but they are now moving forward; and 
Items outstanding that are in the year's range are in process but require a lot of time - these are
mostly related to infrastructure. 
Committee members remarked on the helpfulness of this aging report and the great work of 
Mr. Fernandes and his team. 
Operational Audit  AOA Perimeter Fence Line Standards Project: 
The Committee received a presentation from Mr. Glenn Fernandes and Mr. Spencer Bright that included
the following information: 
The project was authorized in June 2017 and was selected because of the number of associated
change orders and the project not hitting its original substantial completion date; 
The project is about a year behind schedule; 
This is an Important project, as it is a security fence around the perimeter; 
The objective of the audit; 
Issues around critical milestones not being met; 
This was the general contractor's first project with the Port - fall protection compliance documents,
inexperience with Port contract provisions, not assigning enough staff, and not managing subcontractors
were all issues; 
The Port can pursue liquidated damages related to this project and its delay; 
The Port also made mistakes which will result in process improvements going forward; 
Mistakes included using an in-house designer team, in which there were eight change orders 
resulting in monetary and time loss; 
Commissioner Bowman raised questions about why new contractors struggle to comply with Port
contracting procedures and asked staff to identify what could make it easier going forward; 
Commissioner Bowman opined that issues occurring in this project are widespread within Port
projects; 
Ms. Janice Zahn provided management response information regarding the complexities of this
specific project and an overview of how the Port provided support to the contractor, as well as
lessons learned; and 
Ms. Zahn also indicated that this project had 40 days of delay due to Covid-19, as workers must
work in proximity to each other. 
Information Technology Audit  Payment Card Industry (PCI)  Qualified Security Assessor: 
The Committee received a presentation from Mr. Glenn Fernandes that included the following information: 
This audit was done by an outside firm and is required to be done as a merchant that accepts
payment cards such as visa, Mastercard, etc;

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THURSDAY, SEPTEMBER 24, 2020 
The Port is compliant and passed this assessment; and 
Mr. Fernandes noted that going forward an audit such as this will be conducted in-house, as one of
their team members completed and passed the training and testing to be a qualified security
assessor. 
Limited Contract Compliance Audit  E-Z Rent A Car, Incorporated: 
The Committee received a presentation from Mr. Glenn Fernandes and a management response from 
Mr. Geoffrey Foster that included the following information: 
E-Z Rent A Car has been located at the airport for ten years, with consistent revenues up until the
pandemic; 
The company recently filed for Chapter 11 bankruptcy; 
There were some issues found - Internal Audit is working with legal on the best course of action; 
A key issue found is that the customer facility charge was under-reported resulting in $16,201
owed to the Port; 
The Port requested legal to go through the process of a pre-petition claim as the bankruptcy
continues; and 
Mr. Foster updated the Committee that E-Z Rent A Car filed motion that was granted, rejecting the
lease - legal is now going through the lease rejection process and pursuing avenues through
bankruptcy court and lease security that was in place. 
Limited Contract Compliance Audit  Concourse Concessions, LLC: 
The Committee received a presentation from Mr. Glenn Fernandes and a management response from 
Ms. Dawn Hunter that included the following information: 
The business has been located at SeaTac since 2004, with multiple locations within the airport with
substantial operations and revenues; 
An issue was found in the audit related to the removal of the minimum annual guarantee (MAG) in
2018; 
MAG was previously used to determine the security deposit, moving forward without it there was
not a chance to adjust the security deposit, instead it was determined by outdated RE-2 policy; 
It was recommended that the RE-2 policy be updated and amended; 
Ms. Dawn Hunter, in providing a management response, indicated there was a lot of confusion
regarding the lease amendment; 
Staff is working with legal and outside counsel to find a happy medium to resolve the issue; 
Ms. Hunter indicated staff is looking at all contracts, as Covid-19 relief highlighted contractual 
needs across the board that should be looked at in depth, including the RE-2 policy; 
Airport dining and retail is working with legal and internal stakeholders towards a solution regarding
the broader contractual needs; 
Commissioner Bowman raised questions about the statement in the presentation which indicates 
contract terms such as this are a barrier for small businesses to run at the airport; and 
Ms. Hunter indicated this issue is part of the broader scope when looking deeper into all contracts
at the airport, is being worked on, and will be brought to Commission at a later date.

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THURSDAY, SEPTEMBER 24, 2020 
Limited Contract Compliance Audit  Fireworks Galleries, LLC: 
Without objection, a written report was accepted in lieu of a verbal presentation on the Internal Audit Report
for Fireworks Galleries, covering the period of November 2017-December 2019. The purpose of the audit,
as reported, was to determine whether Fireworks complied with their agreement with the Port. 
The report included no findings of significance and there was no discussion of this agenda item. 
Adjournment: 
There being no further business, the special meeting was recessed to a non-public session to discuss
security sensitive audits at 3:09 p.m. and was adjourned from the non-public session at 3:51 p.m. No final
actions or comments were taken during the non-public session. 

Prepared:                                      Attest: 

Lauren Smith, Deputy Commission Clerk        Ryan Calkins, Audit Committee Chair 
Minutes approved: December 10, 2020.