Commissioners                                              Tay Yoshitani 
Chief Executive Officer 
Bill Bryant 
Chair and President 
Tom Albro                         P.O. Box 1209 
John Creighton                    Seattle, Washington 98111 
Rob Holland                       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 SPECIAL MEETING MAY 18, 2010 
The Port of Seattle Commission met in a special meeting at 2:00 p.m., Tuesday, May 18, 2010 at
Port of Seattle Headquarters, Commission Chambers, 2711 Alaskan Way, Seattle, Washington.
Commissioners Albro, Bryant, Creighton, Holland were present. Commissioner Tarleton was
absent 
1.     CALL TO ORDER 
The regular meeting was called to order at 2:10 p.m. by Bill Bryant, Chair and President. 
2.     EXECUTIVE SESSION pursuant to RCW 42.30.110 
Following public session. 
PLEDGE OF ALLEGIANCE 
3.     APPROVAL OF MINUTES 
Motion for approval of Minutes of the regular meeting of April 13 2010  Holland 
Second  Albro 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Holland, Tarleton (3) 
Commissioner Creighton was absent from the subject meeting. 

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Commissioner Tarleton was absent for the vote. 
4.     SPECIAL ORDER OF BUSINESS 
None. 
5.     (00:01:50) UNANIMOUS CONSENT CALENDAR 
Item 5a was removed from the Consent Calendar for separate discussion: 
a.  Authorization for the Chief Executive Officer to issue a no-cost Change Order No. 15 for
the 2nd floor HVAC Upgrade at the main terminal building at Seattle-Tacoma
International Airport to add the additional time required (70 days) to complete the
project. 
Request document: Commission agenda memorandum dated May 4, 2010 from Ralph Graves,
Managing Director, Capital Development Division 
Presenters: Mr. Graves and Janice Zahn, Assistant Director, Engineering 
Ms. Zahn noted that during construction of the HVAC project, it was discovered by the contractor
that the original design would have caused issues resulting in voiding the current roof warranty. An
alternative design was created, resulting in a delay of time necessary to complete construction of
the project. 
Responding to a question from Commissioner Albro, Ms. Zahn clarified that although this Change
Order being issues is a no cost Change Order, previous Change Orders have been issued
addressing costs associated with changes to the roof design.
Regarding possible take-aways resulting from occasions when there are flawed designs, Mr.
Graves commented that staff is working on a procedure to capture lessons learned in the course of
projects, as well as reviewing design review procedures. 
Motion for approval of Item 5a  Albro 
Second  Creighton 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Creighton, Holland (4) 
Commissioner Tarleton was absent for the vote 
b.  Authorization for the Chief Executive Officer to issue Change Order No. 015 for the East
Marginal Way Grade Separation Project for a not-to-exceed amount of $430,000. 

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Request document: Commission agenda memorandum dated May 6, 2010 from Ralph Graves,
Managing Director, Capital Development Division 
Motion for approval of Item 5b  Albro 
Second  Creighton 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Creighton, Holland (4) 
Commissioner Tarleton was absent for the vote 
Item 7a was advanced on the agenda as follows: 
7.   STAFF BRIEFINGS 
a.  (00:10:06) Update on the Consolidated Rental Car Facility 
Presentation documents: Commission agenda memorandum dated May 11, 2010; attachment;
and computer slide presentation from Michael Ehl, Director, Airport Operations; George England,
Program Leader, Project Management Group; and Janice Zahn, Assistant Director, Engineering
Construction Services 
Presenters: Mr. England and Ms. Zahn 
Ms. Zahn provided an update on the construction progress of the project which had occurred since
the last briefing. She noted that construction placement of the north helix has been completed and
commented on areas where concrete placement has been completed. She also commented on
areas of work currently in progress, and noted that the intent is to 'top out' approximately the
middle of July. From the construction standpoint, Ms. Zahn noted that this is nearly 50% complete. 
Responding to a question from Commissioner Creighton regarding whether or not issues
previously raised about the illuminated art work planned for the helices, had been resolved, Mr.
England confirmed that it had, and that appropriate evaluation had been completed. 
Mr. England then addressed the design and budget for the Rental Car Facility, the Bus
Maintenance Facility, the Off-site Roads Improvement project, and the Main Terminal
Improvements project. 
6.   DIVISION, CORPORATE AND COMMISSION ACTION ITEMS 
a.  (00:19:31) Authorization for the Chief Executive Officer to execute the Construction
Oversight Agreement and the SR99/500 Bridge Seismic Upgrade Agreement with the
WSDOT; and allow Port Construction Services to self-perform work, advertise for bids,

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execute and award small works construction contracts in support of the Off-Site
Roadway Improvements (ORI) project, a component of the RCF program. No new
funding is requested. 
Request document: Commission agenda memorandum dated May 11, 2010 from Michael Ehl,
Director, Airport Operations and George England, Program Leader, Aviation Capital Improvement
Program. Also provided was a map of the area being discussed, a copy of the construction
oversight agreement and a copy of the bridge seismic upgrade agreement. 
Presenters: Mr. England and Paul Grace, Senior Manager, Airport Operations, Landside 
Mr. England noted that this is an agreement which supports the Rental Car Facility, and is actually
two agreements  one is a construction oversight agreement, related to describing the work 
arrangement between the Port and the State, and the other related to the SR99/500 bridge seismic
upgrade, work which will be don't by the Port of Seattle. Mr. England stated that no additional
authorization is being requested at this time, as that has all been covered under previous
authorizations. 
Responding to a question from Commissioner Creighton regarding provisions should there be cost
overruns, Mr. England clarified that within the agreement, it is stated that in the event of claims, the
Port and the State will work jointly in resolution of those claims, as well as cost sharing, based on
the facts that are found for entitlement. 
Motion for approval of Item 6a - Albro 
Second  Holland 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Creighton, Holland (4) 
Commissioner Tarleton was absent for the vote 
b.  (00:25:39) Authorization for the Chief Executive Officer to execute a Developer
Extension Contract, and supporting Bill of Sale, Right of Entry and Easement
documents, with the Highline Water District in support of the Bus Maintenance Facility
(BMF) project, a component of the Rental Car Facility (RCF) program. 
Request document: Commission agenda memorandum dated May 11, 2011 from Michael Ehl,
Director, Airport Operations and George England, Program Leader, Aviation Capital Improvement
Program. Also provided was a drawing of the Bus Maintenance Facility Site Plan and a copy of the
proposed contract. 
Presenters: Mr. England and Paul Grace, Senior Manager, Airport Operations, Landside 

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Mr. England that the proposed contract will allow the Water District and the Port to construct water
connection to the Bus Maintenance Facility, and allows Highline Water District the ability to come in
and make maintenance repairs and updates to that water line. 
Motion for approval of Item 6b  Creighton 
Second  Holland 
Motion carried by the following vote: 
In Favor: Albro, Bryant, Creighton, Holland (4) 
Commissioner Tarleton was absent for the vote 
7.   STAFF BRIEFINGS 
b.  (00:28:05) Seaport Busi ness Objectives and Marketing Outlook 
Presentation documents: Commission agenda memorandum dated May 12, 2010 and computer
slide presentation from Bari Bookout, Director, Seaport Marketing 
Presenters: Linda Styrk, Managing Director, Seaport Division and Ms. Bookout 
Ms. Styrk noted that the presentation today would review the following areas within the Seaport
Division: 
Container 
Cruise 
Grain 
Fishing 
Tug and Barge 
She stated that the current marketing strategy is to focus on retaining existing customers in Seattle;
capitalize on any growth opportunities that arise; and foster the Port's environmental initiatives.
She commented on the strong collaborative approach to customers to be aware of what their
needs are and mold plans accordingly. She stated that another key function is to gather market
intelligence while engaging with customers as well as within the trade press. 
Ms. Styrk briefly reviewed key marketing messages related to both the container and cruise areas
of the Division. On the container side of operations, Ms. Styrk commented that the impacts or
benefits to any one of the customer-related areas ( i.e. Marine Terminal Operators, shippers, ocean
carriers) are often interrelated with the others. She also noted the importance of the railroads as
partners. 
Regarding the container industry outlook, Ms. Styrk mentioned issues facing the following areas: 

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TUESDAY, MAY 18, 2010                                   P. 6 
Terminal Operators  overcapacity and aggressive rate competition 
Ocean Carriers  overcapacity and a weak financial position 
Shippers  high unemployment and low consumer confidence 
Railroads  profitable in 2009, but facing hurdles regarding reregulation 
Ms. Styrk responded to Commissioner Creighton's comments regarding realities of the possibility
of doubling exports within the next five years. She noted that although we have a very strong
export market here, one of the struggles is even though there is a lot of demand for products, there
is not enough vessel capacity at this time. Much of this, she said, can be attributed to the difficulty
carriers can have finding the balance between supply and demands.
Commissioner Holland commented on the importance of both imports and exports. Ms. Styrk
agreed and noted the importance of maintaining a balance between imports and exports. 
CEO Yoshitani then commented on an initiative which in coming out of Government Affairs, related
to supporting foreign trade agreements. He noted that the effort will be headed up by Patricia
Akiyama, Director, External Affairs and Kurt Beckett, Chief of Staff. He commented that this would
likely do more to support exporting that anything else, and said that staff may return to Commission
at some point in the future with a motion or Resolution in support of foreign trade agreements. 
Ms. Styrk reviewed information related to the West Coast market share, noting that it has been
shifting over time. She commented on issues over the past several years which have contributed
to that shift. Responding to Commissioner Albro's question about possibilities which may exist to
reverse the current trend, Ms. Styrk noted that this trend is currently stalled a bit in response to the
economic climate over the past two years.
Ms. Styrk then reviewed a history of TEU (twenty-foot equivalent units) at the Port over the past 20
years, noting the most recent variation being related to the economic downturn. 
CEO Yoshitani reiterated the importance of staying connected to labor, as well as railroads, 
regarding competitive threats, and the need of motivating labor to be partners with the Port. 
Commissioner Albro commented on the need of remaining vigilant in maintaining infrastructure
investment as working with labor, terminal operators and carriers. 
Ms. Styrk also reviewed some of the competitive threats on the horizon, including the expansion of
the Panama Canal, which occurs in 2014; Canadian Ports, which have been actively competing for
out cargo for some time; potential trade barriers and fees; and gateway costs and productivity,
which involve many components, including terminal operations, operations of transferring
containers to or from to the terminals and/or warehouses or rail ramps, and movement to the final
destination. She also noted impacts which can result from having different labor groups within
each of these components. Responding to comments by Commissioner Albro regarding whether
this addressed concerns mainly on the East Coast, Ms. Styrk clarified that the issues speak to
concerns at all areas, including the East Coast, Prince Rupert, L.A./Long Beach and Port of
Vancouver. 

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Ms. Styrk provided a map of the region that is currently being competed for, which is primarily the
Midwest region of the U.S. 
She then reviewed a number of current container business concerns, including competitive
pressure from other port terminals; availability of export capacity; a vulnerability for cargo to shift to
other gateways; ocean carrier and railroad business strategies which may not favor our gateway;
impacts related to upcoming local roadway construction; and changing supply chain patterns of
shippers. 
Several container growth scenarios were reviewed along with possible impacts, which include the
opening of the widened Panama Canal, future expansion of the Prince Rupert facility, and
negotiations related to the west-coast ILWU contract. 
Moving to the cruise line of business, Ms. Styrk reviewed outlooks and projections for the years
2006 through 2012, as well as the growth of the cruise business in Seattle since it began in 1999. 
Responding to questions from Commissioner Creighton about possible collaboration with other
ports in order to grow more capacity for cruise operations, Ms. Styrk noted that the Port is directly
connected with Alaska on the cruise business, and commented on the importance of recognizing
the partnership with the State of Alaska in that regard. Mike McLaughlin, Senior Manager, Cruise
and Industrial Properties, also noted that the cruise lines are currently considering itineraries out of
Seattle other than Alaska.
Regarding Grain, and the terminal at T-86, Ms. Styrk reviewed capital improvements being made
as part of the new long-term lease with Louis Dreyfus; competition in the grain arena, related to
Kalama and Longview terminals; the continuing strong global demand for US grain; and the
expectation that the US supply of grain for export will remain steady. 
For the Fishing Industry outlook, Ms. Styrk stated that the focus is to maintain strong long-term
stability and that there might be some further consolidation of major fishing companies. She also
noted that some large vessel moorage is being reduced in the Northwest.
Moving on to the Tug and Barge business outlook, it was noted again that there is a focus on
maintaining long-term stability, and that a lot of their growth is dependent on the growth of the
Seaport's Core Seaport. Ms. Styrk also commented on the dependence on Alaska's economy as
tug and barge services are critical to that State's continued success. 
Commissioner Albro commented on the importance of maintaining the presence of the Alaskan
fishing fleet as well as maintaining vigilance in the cleaning up of Puget Sound. 
Ms. Styrk then provided the major metrics being used to track major growth patterns of the lines of
business which had been reviewed in her presentation. 
Ms. Styrk provided several questions for the Commission to consider for the long-term, which
included: 

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What capacity do we want to grow to? 
What class container vessel do we want the capability to handle? 
What investments will be needed to maintain existing assets? 
What investments will be needed to meet growth goals? 
What new lines of business should be considered? 
In closing, Ms. Styrk briefly reviewed current and ongoing road construction projects and timelines
which are likely to have some impact on the Seaport businesses while they are being completed. 
(01:33:57) Following the regularly scheduled agenda items, a 'pre-brief' was provided by Susan
Ridgley, Senior Port Counsel, regarding an item which would be coming before the Commission
soon, related to Terminal 117 and contractor procurement for cleanup. She noted that due to the
current length of time it takes for procurement, staff believes it necessary to come to the
Commission at this time. She stated that staff would be available for briefings in advance of the
meeting should the Commission want further background before that time. 
8.   NEW BUSINESS 
None. 
9.   POLICY ROUNDTABLE  BUDGET WORKSHOP 
None. 
EXECUTIVE SESSION pursuant to RCW 42.30.110 
The special meeting was recessed to an Executive Session for approximately 15 minutes to
discuss Real Estate and Legal Risk matters and reconvened to open public session. 
9.   ADJOURNMENT 
There being no further business, the regular meeting was adjourned at 4:03 p.m. 
(A digital recording of the meeting is available on the Port's website) 

Rob Holland 
Secretary 




May 18 SM Min