Commissioners                                               Tay Yoshitani 
Chief Executive Officer 
Bill Bryant 
Chair and President 
John Creighton                           P.O. Box 1209 
Patricia Davis                           Seattle, Washington 98111 
Lloyd Hara                             www. portseattle.org 
Gael Tarleton                              206.787.3000 

An audio of the meeting proceedings and meeting materials are available on the Port of
Seattle web site - 
http://www.portseattle.org/about/organization/commission/commission.shtml 
(The approximate point in the audio recording for the specific item is identified by
minutes and seconds; example: 01:30.) 
APPROVED MINUTES 
COMMISSION REGULAR MEETING NOVEMBER 3, 2009 
The Port of Seattle Commission met in a regular meeting at 1:00 p.m., Tuesday, 
November 3, 2009 in the Commission Chambers at Pier 69, 2711 Alaskan Way, Seattle,
WA. Commissioners Bryant, Creighton, Davis, Hara and Tarleton were present. 
1.     CALL TO ORDER 
The regular meeting was called to order at 1:05 p.m. by Bill Bryant, Chair and President. 
2.     EXECUTIVE SESSION pursuant to RCW 42.30.110 
None. 
PLEDGE OF ALLEGIANCE 
3.     APPROVAL OF MINUTES 
Motion for approval of the minutes of the October 6, 2009 regular meeting  Hara 
Second  Tarleton 
Motion carried by the following vote: 
In favor: Bryant, Davis, Hara, Tarleton (4) 
Commissioner Creighton was absent from the subject meeting. 

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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 2 
4.    SPECIAL ORDER OF BUSINESS 
None. 
5.    (00:01:38) UNANIMOUS CONSENT CALENDAR 
a.  Authorization for the Chief Executive Officer to execute Change Order No. 005
for the Transportation Security Administration's (TSA) C-1 Building Tenant
Improvements Project to add an additional 302 days to complete the project.
There are no additional project funds requested with the change order. 
Request document: Commission agenda memorandum dated October 22, 2009 from
Ralph Graves, Managing Director, Capital Development Division. 
b.  Authorization for the Chief Executive Officer to execute Change Order No. 005
for the Duwamish Trail Link  West Marginal Way SW Project to add an
additional 196 days to complete the project. There are no additional project
funds requested with the change order. 
Request document: Commission agenda memorandum dated October 22, 2009 from
Ralph Graves, Managing Director, Capital Development Division. 
c.  Authorization for the Chief Executive Officer to select a consultant and execute
an Indefinite Quantity/Indefinite Delivery (IDIQ) Service Agreement to support
the Engineering Department in performing Airfield Pavement Management
Services at the Airport for a not-to-exceed amount of $500,000 and a duration of
three years for pavement management analysis and evaluation, pavement
ratings and airfield pavement design. 
Request document: Commission agenda memorandum dated Bob Maruska, Assistant
Director, Engineering. 
Motion for approval of Consent Calendar Items 5a-5c  Tarleton 
Second  Creighton 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Davis, Hara, Tarleton (5) 
6.   DIVISION, CORPORATE AND COMMISSION ACTION ITEMS 
a.  (00:02:47) Resolution No. 3628, Second Reading and Final Passage. Amending
Resolution No. 3605, as amended; the Master Policy Directive 


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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 3 
Request documents: Commission agenda memorandum dated October 28, 2009 from
Tom Barnard, Research and Policy Analyst and Ralph Graves, Managing Director,
Capital Development Division. Also provided was a computer slide presentation and a
matrix of language being incorporated into the Resolution. 
Presenters: Mr. Barnard and Mr. Graves 
Mr. Barnard reviewed changes to the Resolution which have been incorporated since
First Reading. He noted that drafts had been sent out to a number of stakeholders for
review as well as posting it on the internet for public review. Following review and
input, some of the suggested revisions were incorporated and Mr. Barnard reviewed those
specific changes. Mr. Graves noted that one of the major revisions was raising the
threshold for requiring Commission approval of contract actions and projects from
$200,000 to $300,000. He stated that in addition, also being set at the $300,000
authorization threshold is that for goods and purchased services 
Mr. Graves clarified, in response to comments by Commissioner Hara, that under
emergency conditions the CEO can act without Commission approval and could then
come back to the Commission, and in a critical situation, would have a limit of $500,000. 
in an emergency situation the CEO would not have a limit but would need to be
financially prudent. 
Motion for approval of Resolution No. 3628, Second Reading and Final Passage,
amending Resolution No. 3605, as amended; the Master Policy Directive (Delegation
of Authority)  Davis 
Second  Hara 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Davis, Hara, Tarleton (5) 
Following the vote, Commissioner Hara asked for confirmation that the additional
information provided to the Commission regarding resolution sections 4.2.3.5 and 4.2.3.8
would be included in the final Resolution. Staff verified that this language would be
included in the Resolution. Mr. Barnard stated the language referred to which was
included in the matrix presented at this meeting would be a part of the proposed final
Resolution. 
b.  (00:33:53) Authorization for the Chief Executive Officer to execute up to five 
Indefinite Quantity/Indefinite Quality (IDIQ) on-call consulting services
contracts for Environmental Compliance and Management to be used to assist
the Seaport to access, plan, perform and monitor environmental compliance for
Port-owned Seaport or Real Estate properties or projects. This request is only
for contracting authority; funding will be authorized separately under the

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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 4 
regular environmental reserves authorization process or through projectspecific
authorizations. The value of the contracts will not exceed $3,750,000. 
Request document: Commission agenda memorandum dated October 7, 2009 from
Stephanie Jones Stebbins, Senior Manager, Seaport Environmental Programs and Paul
Meyer, Environmental Program Supervisor, Seaport Environmental Programs 
Presenter: Mr. Meyer 
Mr. Meyer stated that this request was to replace a contract that expires at the end of
2009, and that the intent was to divide the contract into a number of separate contracts for 
the duration of three years. He noted that by doing so it would give small businesses a
chance to apply for these contracts. 
Motion for approval of Item 6b  Tarleton 
Second  Creighton 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Davis, Hara, Tarleton (5) 
c.  (00:37:36) Authorization for the Chief Executive Officer to complete the sound
mitigation work on Building 9 at Highline Community College at an estimated
cost of $2,017,377, including administrative expenses. This authorization
request is for $1,261,332 and will bring the total authorization for this CIP to
$6,254,930. 
Request document: Commission agenda memorandum dated October 23, 2009 from Stan
Shepherd, Manager, Airport Noise Programs 
Presenter: Mr. Shepherd 
Mr. Shepherd stated that the sound mitigation work at Highline Community College is
one of the most important programs in the Port's sound mitigation plan which has been
ongoing since 1994. He noted that the program has historically been funded by Airport
funds, but within the past year that fund has been transferred to FAA Airport
Improvement Grant funds and that there is about an 80% available match of funds and
that the Port will pay the additional 20%. 
Responding to a question from Commissioner Bryant regarding an end date for the
project, Mr. Shepherd stated that there is not an end date within the Memorandum of
Understanding with the college. 
Motion for approval of Item 6c  Davis 

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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 5 
Second  Tarleton 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Davis, Hara, Tarleton (5) 
d.  (00:47:50) Authorization for the Chief Executive Officer to complete the
relocation of residents of parcel numbers 344500-0110; 344500-0141; 344500-
0145; 344500-0155, commonly known as Town and Country Mobile Home Parks 
located in the City of SeaTac, Washington, which are located within the 1998 70
Day Night Noise Level noise contour, at an estimated cost of $2.6 million,
including legal and administrative expenses. The request will bring the total
authorization for the CIP Project C2000037 to $52,306,110. Eighty percent of
the costs are reimbursed by the Federal Aviation Administration (FAA). 
Request document: Commission agenda memorandum dated October 14, 2009 from
James R. Schone, Director, Aviation Business Development; Jude Barrett, Manager,
Aviation Property Acquisition and Relocation; and Luis Navarro, Manager, Aviation
Properties 
Presenter: Mr. Barrett 
Mr. Barrett stated that the Town & Country Mobile Home Parks is the last in a series of
mobile home parks scheduled for acquisition within a noise-impacted area south of the
Airport. He noted that staff is on schedule to have all of the residents relocated by early
2010 and that this authorization would allow those final relocations as well as the
complete demolition of the remaining manufactured homes by contract or Port crews. 
Commissioner Creighton asked whether there were any possible ideas for the use of the
property going forward. Mr. Shepherd responded that it is tentatively scheduled for a
freeway extension by the Department of Transportation, but is not currently funded. 
Motion for approval of Item 6d  Creighton 
Second  Davis 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Davis, Hara, Tarleton (5) 
e.  (00:52:42) Authorization for the Chief Executive Officer to execute a 5-year sole
source Technical Assistance Agreement to support the Underground Train
System at the Airport with Bombardier Transportation, Inc., in the total amount
of $1,535, 803. Justification for entering into the sole source contract has been
reviewed and approved by the Central Procurement Office (CPO) 

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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 6 
Request document: Commission agenda memorandum dated October 7, 2009 from John
R. Christianson, General Manager, Aviation Maintenance 
Presenter: Gary Richer, Manager, Aviation Maintenance 
Mr. Richer provided background information on the underground train system at the
Airport, which has been in service since 1973. He stated that the Port has always had the
same service, with an on-site representative for 28 years, and the most recent
representative has been on-site since 2004. He noted that for a major system such as this,
a vendor has proprietary systems and sub-systems that only they can support. In order to
maintain the continuity and reliability of supporting the underground train system, staff
recommended extending the contract with Bombardier. 
Motion for approval of Item 6e  Tarleton 
Second  Creighton 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Davis, Hara, Tarleton (5) 
f.  (00:58:48) Authorization for the Chief Executive Officer to execute an
amendment to the Lease and Concession Agreement of SmartCarte, Inc.,
provided of airport luggage carts and other passenger services at Seattle-
Tacoma International Airport (Airport), that would extend the term for an
additional five-year period as provided for in the current Agreement, under new
negotiated terms. 
Request document: Commission agenda memorandum dated September 29, 2009 from
James R. Schone, Director, Aviation Business Development and Deanna Zachrisson,
Manager, Concessions Business. Also provided were copies of the proposed Amendment 
and the current Lease. 
Presenters: Mr. Schone and Ms. Zachrisson 
Ms. Zachrisson stated that the luggage cart concession at the Airport is one of the many
businesses which have suffered severe impacts resulting from the recent economic
conditions. She noted that the proposal being made today would provide the best
possible financial returns for the Airport while assuring a continuity of reliable service
for the travelling public. As for going out to bid for these services, Ms. Zachrisson stated
that the two other businesses which bid against SmartCarte in 2004 are no longer in the
luggage cart business, and also noted that of the top 50 airports, 45 use SmartCarte. 
Commissioner Creighton raised the question of airports which might have free luggage
service and Ms. Zachrisson responded that Vancouver (Canada) has such a service, but in
general airports have not been willing to shoulder that kind of an investment cost. 

Nov 3 RM Min



PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 7 

Commissioner Hara asked about the possibility of advertising on the luggage carts in
order to provide additional revenue. Ms. Zachrisson replied that although it is, and
always has been a possibility in the contract, SmartCarte has had some difficulty in
finding advertisers for their carts. 
Commissioner Tarleton stated her concern over this being a proposal for a 5-year rather
than a 3-year contract extension and noted that she would prefer to look at a 3-year option
in order to see what the impact of the upcoming light rail station might be on luggage
service. 
Motion for approval of Item 6f  Hara 
Second  Davis 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Davis, Hara (4) 
Opposed: Tarleton (1) 
g.  (01:16:41) Authorization for the Chief Executive Officer to execute a Collective
Bargaining Agreement between the International Union of Operating Engineers
Local 286, representing Operating Engineers in Aviation Maintenance and the
Port of Seattle. 
Request document: Commission agenda memorandum dated October 27, 2009 from Lisa
Hornfeck, Labor Relations Director. Also provided was a copy of the Agreement. 
Presenter: Ms. Hornfeck 
Ms. Hornfeck provided brief background of which employees at the Port would be
covered by this agreement and stated that this is a two-year agreement. She stated that a
shorter term agreement than in the past was agreed to largely due to concerns about
uncertainty in the market. 
Motion for approval of Item 6g  Davis 
Second: Tarleton 
Motion carried by the following vote: 
In Favor: Bryant, Creighton, Davis, Hara, Tarleton (5) 


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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 8 
7.   STAFF BRIEFINGS 
a.   (01:19:26) Briefing on the 2010 Salary and Benefit Resolution 
Presentation documents: Commission agenda memorandum dated November 3, 2009
from Tammy Woodard, Senior Manager, Total Compensation. Also provided were a
computer slide presentation and a draft copy of the proposed Resolution. 
Presenter: Ms. Woodard 
Ms. Woodard stated that changes to the 2010 Resolution would be minimal and noted
that benefit program changes will impact employees and retirees more significantly than
will the Resolution changes. She also noted that all changes will reflect a conservative
approach to pay and benefits for 2010.
Ms. Woodard reviewed what the Salary and Benefit is and does, stating that it delegates
authority from the Commission to the Chief Executive Officer to direct administration of
pay and benefits to non-represented employees, approximately 53% of Port employees.
Ms. Woodard also reviewed differences between Port pay ranges and typical public
employer pay ranges, and noted that Port employees do not receive automatic pay
increases.
It was noted by Ms. Woodard that employees are paying an increasing share of their
medical costs, and that in 2010 additional costs will shift from the Port to employees.
She said that this will more closely align the Port's medical benefits with those of other
employers. 
Ms. Woodard summarized the recommended changes for the 2010 Salary and Benefit
Resolution as follows: 
A few minor wording changes 
An updated holiday schedule 
A reduction to paid time off (PTO) accumulation levels 
A new section specifying eligibility of retiring employees for medical and life
insurance following retirement 
Salary levels to be held at the 2009 level for 2010 
b.  (01:42:09) Briefing on 2009 Third Quarter and Year-End Financial
Performance 
Presentation documents: Commission agenda memorandum dated October 27, 2009
from Dan Thomas, Chief Financial Officer and Michael Tong, Corporate Budget
Manager; computer slide presentation; and quarterly performance report. 


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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 9 
Presenters: Mr. Thomas; Mr. Tong; Borgan Anderson, Senior Manager, Aviation
Finance and Budget; Boni Buringrud, Senior Manager, Seaport Manager, Seaport
Finance and Budget 
As introduction to the presentation, Mr. Thomas provided a brief background on issues
addressed by staff at CEO Yoshitani's direction in response to financial challenges faced
by the organization. He commented on the cost-savings measure of staff furloughs and
also noted that the combination of the Voluntary Separation Program (VSP) and the
reduction in force would have associated costs which would be accrued to the 2009
budget. He also mentioned a medical cost reversal related to Other Post-Employment
Benefits (OPEB), resulting from a change in medical costs for retirees. 
Mr. Tong provided an overview of operating budget results for the first three quarters of
2009, which he noted were quite good. He also reviewed the total Port 2009 Capital
spending, including an estimate for 4th Quarter of 2009.
(01:56:18) Mr. Anderson reviewed Aviation Business Highlights including: 
Airline activity 
o  Year-to-date enplanements down 4.2% from 2008 
Operating budget 
o  2009 forecast $3.2M over targeted expense reductions due to emergency
generators, snow event costs and elevator/escalator repairs 
o  Reversal of Other Post-Employment Benefits (OPEB) offset by the
Voluntary Separation Program (VSP) costs and the HR-10 costs, which
when netted together will save the Airport approximately $2.6M. 
o  Implementation of Expense Savings Plan 
Non-airline revenues 
Capital budget 
Also reviewed by Mr. Anderson were: 
Q3 Activity  Enplanements and Landed weight vs. prior year 
Q3 year-to date operating revenues 
Q3 year-to-date operating expenses 
Overall aeronautical summary and key indicators 
Overall non-aeronautical summary and key indicators 
Summary of financial results 
(02:01:57) For the Seaport Division, Ms. Buringrud stated that year-to-date, TEU
volume was down 14% from 2008, but that that compares favorably to consolidated
results for the West coast ports, which are down about 17%. She also noted that TEU
volume for 3rd quarter 2009 was up 2% from 3rd quarter 2008. She also spoke about grain
volume which was down 18% from 2008, partially due to temporary closures for grain

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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 10 
spout upgrades. Also noted was the record number of calls during the cruise season in
2009. 
Ms. Buringrud also briefly reviewed: 
2009 Seaport expense budget reductions 
Q3 year-to-date operating results 
Division key variances  revenue and expense 
Seaport full year operating forecast 
Responding to a question from Commissioner Bryant regarding the budget variance of 
the Security department, Ms. Buringrud clarified that they are related to security grants
and for financial statements, there are security grant revenues with off-setting security
grant expenses and that it is a timing issue more than anything else.
(02:05:34) Ms. Buringrud then reviewed information for the Real Estate Division, noting
that despite a tough market, commercial properties were at 94% occupancy at the end of
the quarter. She also noted that Fishermen's Terminal has exceeded their Q3 year-to-date
occupancy target. 
Also briefly reviewed by Ms. Buringrud were: 
2009 Real Estate reductions 
Real Estate Division operating results 
Real Estate Division key variances (revenue and expense) 
Year-to-date variances by business groups 
Real Estate Division full year forecast 
(02:10:30) Mr. Graves provided background of the Capital Development Division Q3
report, noting that the department's operating was down about 20% due to a combination
of hire deferrals and furloughs. He also spoke about Capital Development business
events, an indicator of the department's performance.
Also reviewed by Mr. Graves were divisional key indicators as well as operating results
and the year-end forecast for the division. 
(02:14:23) Mr. Tong reviewed the Corporate Division operating budget results, noting
that at the end of 3rd quarter, the division's budget was nearly $8.3M below budget. He
noted that looking ahead for the year, the forecast for the total expenses is to be $5.7M
below the approved 2009 budget. 
8.   NEW BUSINESS 
Public comment regarding the Eastside Rail corridor was received from the following
individual: 

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PORT COMMISSION MINUTES OF THE REGULAR MEETING 
TUESDAY, NOVEMBER 3, 2009                        P. 11 
Robert Scheuerman, Eastside Rail Now. Mr. Scheuerman spoke in support of the
Port's purchase of the BNSF Eastside rail line, stating his belief that it is of vital
importance. A written copy of Mr. Scheuerman's remarks was provided as well
as a copy of Sound Transit's summary of its report to the Puget Sound Regional
Council (PSRC); a copy of Federal Railroad Administration (FRA) description of
rail loans; and a copy of a loan application. These documents are, by reference,
made a part of these minutes; are collectively marked Exhibit 'A'; and are on file
in Port offices.
9.   POLICY ROUNDTABLE 
None. 
10. ADJOURNMENT 
There being no further business, the meeting was adjourned at 3:35 p.m. 
(A digital recording of the meeting is available on the Port's website.) 

Bill Bryant 
President 










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