Commissioners                                             Tay Yoshitani 
Bill Bryant 
Chief Executive Officer 
Commission President 
Tom Albro                          P.O. Box 1209 
John Creighton                    Seattle, Washington 98111 
Rob Holland                       www.portseattle.org 
Gael Tarleton                          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 DECEMBER 13, 2011 
The Port of Seattle Commission met in a regular meeting Tuesday, December 13, 2011, at Port of
Seattle Headquarters, Commission Chambers, 2711 Alaskan Way, Seattle, Washington. 
Commissioners Albro, Creighton, Holland, and Tarleton were present. Commissioner Bryant was
absent. 
1.   CALL TO ORDER 
The regular meeting was called to order at 1:05 p.m. by Rob Holland, Commission Vice President. 
2.   EXECUTIVE SESSION pursuant to RCW 42.30.110 
None. 
PLEDGE OF ALLEGIANCE 
3.   (00:02:10)  APPROVAL OF MINUTES 
Special meeting of October 11, 2011. 
Motion for approval of minutes for the October 11, 2011, special meeting  Tarleton 
Second  Albro 
Motion carried by the following vote: 
In Favor: Albro, Creighton, Holland, Tarleton (4) 
Absent for the vote: Bryant 
4.   SPECIAL ORDER OF BUSINESS 
None. 
5.   (00:02:44)  UNANIMOUS CONSENT CALENDAR 
At the request of Commissioner Tarleton, item 5h was removed from the unanimous consent
calendar for separate discussion and vote.









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TUESDAY, DECEMBER 13, 2011 
5a.  Approval of claims and obligations for the period of November 1, 2011, through
November 30, 2011, in the amount $51,777,590.34. 
5b.  Authorization for the Chief Executive Officer to enter into an interlocal agreement with
King County for emergency medical services effective March 1, 2012, through
December 31, 2019, with two six-year options to extend the agreement for a maximum
length of 20 years.  The Port of Seattle will pay King County $41,196 in 2012, and
$41,200 annually thereafter, subject to an annual Consumer Price Index adjustment, for
services from January 1, 2013, through December 31, 2019. 
Request document(s): Commission agenda memorandum dated December 2, 2011, and interlocal
agreement provided by Randy Krause, Port of Seattle Fire Chief. 
5c.  Authorization for the Chief Executive Officer to execute a new collective bargaining
agreement (CBA) between the Port of Seattle and the International Association of
Firefighters Local 1257.  The CBA covers the period from January 1, 2012, through
December 31, 2013. 
Request document(s): Commission agenda memorandum dated December 7, 2011, and collective
bargaining agreement provided by Trish Murphy, Labor Relations Manager. 
5d.  Authorization for the Chief Executive Officer to issue Change Order #030 for the North
Expressway Relocation (NER), Phase 1, Final Paving Landscaping and Reclamation
Project, to grant a time extension of 163 days for a revised contract completion date of
November 18, 2011, and in the amount of $17,178. No new funding is requested as funds 
have been previously authorized in the NER Phase 1 program budget (MC-0316561). 
Request document(s): Commission agenda memorandum dated December 6, 2011, provided by
Ralph Graves, Managing Director, Capital Development Division. 
5e.  Ratification of the issuance of 1) Change Order #3 in the amount of $186,000 and
authorization for the Chief Executive Officer to issue a second as yet unnumbered
change order for up to $239,000 to install four new stainless steel enclosures under four
main terminal skybridges at the Seattle-Tacoma International Airport for up to a total
amount of $425,000; and 2) as yet unnumbered change order(s) for up to $640,000 to
complete the North and South Satellite Transit System Station escalators in two phases
at each location instead of one phase. Funds to cover the cost of the change orders are
part of the project contingency funds that were included in the previously approved
Terminal Escalators Modernization authorizations (MC-0316531/CIP #C800237). 
Request document(s): Commission agenda memorandum dated December 2, 2011, provided by
Ralph Graves, Managing Director, Capital Development Division. 
5f.   Authorization  for  the  Chief  Executive  Officer  to  execute  appropriate  contract
documents to renew our existing Microsoft enterprise software license agreement for
another three years, through December 31, 2014, at a cost not to exceed $2.5 million. 
Request document(s): Commission agenda memorandum dated December 5, 2011, provided by
Peter Garlock, Chief Information Officer.






PORT COMMISSION MEETING MINUTES                   Page 3 of 16 
TUESDAY, DECEMBER 13, 2011 
5g.  Authorization for the Chief Executive Officer to execute a new memorandum of
agreement between the Port of Seattle and the International Longshore and Warehouse
Union Local 9 Aviation Operations/Aviation Security, to provide for the temporary
assignment of bargaining unit members to positions outside of the bargaining unit. 
Request document(s):  Commission agenda memorandum  dated December 7, 2011, and
memorandum of agreement provided by Kim Ramsey, Labor Relations Manager. 
Motion for approval of consent items 5a, 5b, 5c, 5d, 5e, 5f, and 5g  Creighton 
Second  Tarleton 
Motion carried by the following vote: 
In Favor: Albro, Creighton, Holland, Tarleton (4) 
Absent for the vote: Bryant 
5h.  (00:03:50)  Authorization for the Chief Executive Officer to execute an agreed order
with the Washington State Department of Ecology, related to the Seattle-Tacoma
International Airport's National Pollutant Discharge Elimination Systems permit, to
conduct an environmental investigation, and to implement corrective actions as
needed, to address stormwater discharges with elevated pH (alkaline). 
Request document(s): Commission agenda memorandum dated December 2, 2011, and Agreed
Order No. 8755 provided by Elizabeth Leavitt, Director, Aviation Planning and Environmental; and
Robert Duffner, Environmental Compliance Program Manager. 
Presenter(s): Mr. Duffner. 
Mr. Duffner explained the purpose of the agreed order in outlining and implementing corrective
action to address elevated pH levels in stormwater discharges at the Airport. He summarized the
National Pollutant Discharge Elimination Systems (NPDES) permit issued by the Department of
Ecology requiring regular monitoring of all Airport water discharges for pollutants and pH levels
prior to mixture with receiving waters, such as streams leading to Puget Sound.  Mr. Duffner
described allowable pH levels and explained that routine monitoring had detected elevated pH
levels in three stormwater ponds on the west side of the Airport. He stated that testing showed the
receiving waters of Miller and Walker Creeks had remained within the acceptable pH range. 
Mr. Duffner reported that a likely cause of the increased pH might be algal growth during sunny
periods associated with the sediment settling features built into the stormwater detention ponds 
and stated that the agreed order establishes the basis for corrective action to bring the Airport's
facilities into compliance with the requirements of the NPDES permit. He distinguished between
the agreed order presented and an action order, which would have required immediate action on
the part of the Port and emphasized the collaborative nature of the agreed order. 
Commissioner Tarleton commented on her interest in dealing with the agenda item transparently
for the benefit of the public, especially the communities surrounding the Airport. She noted that





PORT COMMISSION MEETING MINUTES                   Page 4 of 16 
TUESDAY, DECEMBER 13, 2011 
study of the causes of the elevated pH levels would continue through October 2012, with
completion of mitigation actions by October 2013. 
In response to Commissioner Albro, Mr. Duffner stated that the stormwater ponds are quite large
and perform very well at draining stormwater runoff from the Airport's runways. 
Motion for approval of item 5h  Tarleton 
Second  Albro 
Motion carried by the following vote: 
In Favor: Albro, Creighton, Holland, Tarleton (4) 
Absent for the vote: Bryant 
6.   DIVISION, CORPORATE, AND COMMISSION ACTION ITEMS 
6a.  (00:12:50)  Authorization for 1) the Chief Executive Office to execute the Argo Yard
Truck Roadway memorandum of understanding with the Freight Mobility Strategic
Investment Board, the City of Seattle, the Union Pacific Railroad, and Prologis L.P.;
2) approval of Port of Seattle funds of $2,200,000 for the project; and 3) approval of the
project, including initial steps of right-of-way acquisition and completion of design. 
Request document(s): Commission agenda  memorandum  dated December 2, 2011,
attachment A, memorandum of understanding, and computer slide presentation provided by Dan
Burke, Regional Transportation, Public Affairs; and Eric Hanson, Seaport Planning Manager. 
Presenter(s): Mr. Hanson and Mr. Burke. 
Mr. Burke described the project location south of Spokane Street and east of Terminal 106 and the
congested traffic conditions at the location.  He presented a graphic showing the project
components, which are related to the East Marginal Way grade separation project and the
southward relocation of an underpass of the East Marginal Way trestle. 
Mr. Burke noted the overall project cost is $7.8 million and outlined three project elements,
including a new southbound 16-foot-wide truck roadway primarily on property owned by the
industrial real estate company Prologis, movement of the roadway and other improvements in the
current public right-of-way of Colorado Street, and installation by the Union Pacific Railroad of a
new automated gate system to streamline traffic flow into the Argo Yard. 
Mr. Burke outlined the project benefits including a safer route for trucks and general purpose traffic,
reduced greenhouse gas emissions, and faster drayage route and faster gate processing that
translates into increased drays per trucking shift. 
Mr. Burke explained that, although it is a FMSIB project, the Port will be the project lead for the first
two project elements. In response to Commissioner Creighton's question about responsibility for
cost overruns, Mr. Burke stated that the Port is contributing $2.2 million along with funding from
FMSIB and the Union Pacific Railroad and that regulatory requirements for the private road portion



PORT COMMISSION MEETING MINUTES                   Page 5 of 16 
TUESDAY, DECEMBER 13, 2011 
of the project are somewhat less than for a project involving public roads. He said the project is at 
about 10 percent design and that it is a candidate for grant funding, although there is some risk the
Port would be expected to fund cost overruns. 
Commissioner Creighton commented on his support for the project, which he said is important to
explanding freight capacity of the Port and explained that because he is a FMSIB board member, he
would abstain from the authorization vote in order to avoid any appearance of a conflict of interest. 
Commissioner Albro stated that, in addition to contributing to freight capacity goals, the project also
supports environmental goals of the Century Agenda by reducing diesel particulate matter emissions. 
Public comment was received from the following individuals: 
Kent Christopher, President of Western Ports Transportation and President of the
Intermodal Group of the Washington Trucking Association. Mr. Christopher commented 
on the importance of access to the Argo Yard and the safety and congestion concerns at
the intersection and voiced support for the project. 
Karen Schmidt, Executive Director of FMSIB, submitted a letter dated December 7,
2011, expressing FMSIB's commitment to the project. A copy of the letter is, by
reference, made a part of these minutes, is marked exhibit A, and is available for
inspection in Port offices. 
Motion for approval of item 6a  Albro 
Second  Tarleton 
Motion carried by the following vote: 
In Favor: Albro, Creighton, Holland, Tarleton (3) 
Abstaining: Creighton (1) 
Absent for the vote: Bryant 
6b.  (00:32:08)  Authorization for the Chief Executive Officer to execute a settlement
agreement that grants the Boeing Company access to undertake environmental
cleanup, bankline corrective measures, habitat restoration, and install/improve
stormwater infrastructure on former Commercial Waterway District No. 1 property. In
exchange, Boeing will provide $1.5 million in compensation as well as allow the Port
temporary access to a portion of the Boeing Developmental Center for construction of
the Terminal 117 Natural Resource Damage Habitat Restoration project. 
Request document(s): Commission agenda memorandum with attachments dated December 5,
2011, provided by Joe McWilliams, Managing Director, Real Estate and Property Management; and
Tom Tanaka, Senior Port Counsel. The attachments included a draft Boeing/Port agreement with
exhibits 1 and 2; a Duwamish and Southwest Bank site access agreement with exhibits A, B, C, and
D; a habitat restoration easement agreement with exhibits A, B, and C; a declaration of conservation
easement with exhibit A; a stormwater outfall easement agreement with exhibits A and B; and a site
access agreement for the Port of Seattle on Boeing property.



PORT COMMISSION MEETING MINUTES                   Page 6 of 16 
TUESDAY, DECEMBER 13, 2011 
Presenter(s): Mr. McWilliams. 
Mr. McWilliams reported that the Boeing Company has a restoration project underway on the
Duwamish River but that the Port owns the bankline. He stated the authorization is the result of a
year of negotiation to provide the necessary access. At the request of Commissioner Creighton,
Mr. McWilliams explained that the settlement agreement aligns with Port objectives in the areas of
stormwater management and habitat restoration along the Duwamish River. Commissioner Albro
noted that the Commission is very familiar with the settlement agreement, on which he said the
Commissioners had been briefed several times. 
Motion for approval of item 6b  Tarleton 
Second  Creighton 
Motion carried by the following vote: 
In Favor: Albro, Creighton, Holland, Tarleton (4) 
Absent for the vote: Bryant 
At the discretion of the Chair, the Commission advanced to consideration of  
8.   NEW BUSINESS 
8a.  (00:34:52)  Authorization for the Chief Executive Officer to execute a purchase and sale
agreement with the City of Kirkland for the sale of a portion of the Woodinville
Subdivision ("Eastside Corridor"). 
Request document(s):  Commission agenda memorandum dated December 13, 2011, and
unexecuted purchase and sale agreement provided by Joe McWilliams, Managing Director, Real
Estate and Property Management; and Isabel Safora, Deputy General Counsel. 
Presenter(s): Mr. McWilliams. 
Mr. McWilliams reported that the Port is working to close sale of a portion of the Eastside Rail
Corridor to the City of Kirkland in the first quarter of 2012. He stated the transaction requires a 60-
day due diligence period that would not commence until Commission approval of the terms of the
purchase and sale agreement.  He said that closer to the closing date, a property surplus
resolution would be presented for Commission approval.  Mr. McWilliams commented on the
interest of the City of Kirkland in using this portion of the rail corridor to link newly annexed areas to
the north with the rest of the community through the downtown area, and stated that the Kirkland
City Council unanimously approved the transaction on December 12, 2011. 
Commissioner Creighton commented on the Chief Executive Officer's efforts to bring the critical
asset of the Eastside Rail Corridor into public ownership. In response to Commissioner Albro, Mr.
McWilliams confirmed that the City of Kirkland is purchasing the corridor segment in an as-is,
where-is condition and assuming responsibility for environmental studies.




PORT COMMISSION MEETING MINUTES                   Page 7 of 16 
TUESDAY, DECEMBER 13, 2011 
At the request of Commissioner Creighton, General Counsel Craig Watson announced that in the
Lane taxpayer challenge to the Port's authority to purchase the rail corridor in the first instance, on
December 9, 2011, the Port's motion was granted to dismiss the suit. 
Motion for approval of item 8a  Tarleton 
Second  Albro 
Motion carried by the following vote: 
In Favor: Albro, Creighton, Holland, Tarleton (4) 
Absent for the vote: Bryant 
Following consideration of agenda item 8a, the Commission returned to consideration of  
7.   STAFF BRIEFINGS 
At the discretion of the Chair, the Commission advanced to consideration of  
7b.  (00:43:30)  Year-End Briefing   Update on the Consolidated Rental Car Facility
Program. 
Presentation document(s): Commission agenda memorandum dated December 6, 2011, briefing
attachment, and computer slide presentation provided by Michael Ehl, Director Airport Operations;
George England, Program Leader, Project Management Group; and Janice Zahn, Assistant
Director Engineering Construction Services. 
Presenter(s): Mr. England and Ms. Zahn. 
Mr. England described 2011 as a successful year for the rental car program. Ms. Zahn highlighted
the following overall or 2011 accomplishments in the Consolidated Rental Car Facility program: 
Overall 1.5 million labor hours worked; 
Overall 4,200 new jobs created, which is higher than original projections; 
Over 97 percent recycling on RCF project in 2011; 
Submission of all LEED certification documentation, with a silver rating anticipated; 
Employment of two former veterans on the project through the Helmets-to-Hardhats
program; 
Acceptance of 29 buses; and 
Better safety records than industrywide for lost time. 
Ms. Zahn reported that the project is on track for opening in April and that costs are trending within
the authorized budget. In response to Commissioner Creighton, Mr. England stated that the
opening date is set for April 19, 2012. Mr. England described preparations for testing the capacity
of the facility and the signage and wayfinding for the facility. He noted that all but one company are
permitted for tenant improvements, and stated that LEED certification would be just shy of the Gold
rating due to the decision not to buy points for the project.


PORT COMMISSION MEETING MINUTES                   Page 8 of 16 
TUESDAY, DECEMBER 13, 2011 
Mr. England noted changes to program costs as of December 6, 2011, and reported that revenue
from customer facilities charges is $1.7 million ahead of forecast. He noted upcoming requests for
Commission action on January 10, 2012, including an amendment to the Walker agreement
relating to extension of the Turner contract and a request for authorization under critical work
provisions to advertise an open-order major works contract to install furniture and close scope gaps
in the Turner contract. He noted that a request for property surplus for water lines to be transferred
to the Highline Water District will also be coming the Commission for future approval. 
At the discretion of the Chair, the Commission advanced to consideration of  
8.   NEW BUSINESS 
8b.  (00:58:15)  Port of Seattle Commission Motion to Retain Outside Counsel to Review a
Worker Retention Policy for the Seattle-Tacoma International Airport Concessions 
Program. 
Request document(s): Text of motion and statement in support of motion presented at the meeting. 
Commissioner Creighton explained that over the next three to five years, the Airport's master
concessions process would be under consideration. He noted the variety of models for airport
concessions programs with various legal considerations. Commissioner Creighton presented a
motion to retain outside counsel to review a worker retention policy for the Airport concessions
program and read a statement in support of the motion into the record. 
The motion reads as follows: 
1.  The Port of Seattle Commission shall retain its own outside legal counsel to
provide an independent review and analysis of the legal basis for a worker
retention policy and any related issues as determined by the Commission. 
2.  In retaining the services of outside counsel, the Commission would like to find
an approach that addresses concerns of job security for workers currently
employed at the Airport while providing meaningful business opportunities for
DBE and other small concessionaires. 
3.  The Commission may expend up to twenty-five thousand dollars ($25,000) for
these outside legal services. If further funding is required, the Commission will
discuss the need for additional funding in open public session. 
Commissioner Tarleton spoke in support of the motion and commented in appreciation of the
stakeholder process and assistance from staff.  She remarked on the importance for the
Commission to have a solid understanding of the implications of its decisions. Commissioner Albro
also spoke in support of the motion, which he said would be the most effective way for the
Commission to understand the legal matters from a fact-based perspective. 
Motion to retain outside counsel to review a worker retention policy for the Seattle-Tcoma
International Airport concessions program  Creighton













PORT COMMISSION MEETING MINUTES                   Page 9 of 16 
TUESDAY, DECEMBER 13, 2011 
Second  Tarleton 
Motion carried by the following vote: 
In Favor: Albro, Creighton, Holland, Tarleton (4) 
Absent for the vote: Bryant 
Following consideration of agenda items 7b and 8b, the Commission returned to consideration of  
7a.  (01:06:30)  Aviation Concessions Program Principles and Practices. 
Presentation document(s):  Commission agenda memorandum  dated November 28, 2011,
computer slide presentation, and attachments concerning the concessions policy and principles
stakeholder process (exhibit A), draft principles and practices guidance document (exhibit B),
concessions focus group summary (exhibit C), outreach meeting summaries (exhibit D), 
concessions stakeholder process discussion summary (exhibit E), combined stakeholder meetings
summary (exhibit F), best practices table (exhibit G), Airport Cooperative Resource Program
resource manual section 8 excerpts (exhibit H), build-out costs and lease terms study (exhibit I),
Airport Cooperative Resource Program resource manual section 9 excerpts (exhibit J), and order
on motions for summary judgment in the case of Flying Eagle Esspresso Inc. v. Host International
Inc.  provided by Mark Reis, Managing Director, Aviation Division; and  Deanna Zachrisson,
Manager, Aviation Concessions Business. 
Presenter(s): Mr. Reis and Ms. Zachrisson. 
Mr. Reis outlined the anticipated transition in the Airport concessions program in the 2015-2017
time frame noting 90 percent of the Airport's concessions leases will be available for renewal. He
commented on the last major concessions transition at the Airport during 2004-2005, when the
Airport shifted from having a single master concessionaire to its current hybrid model of prime
concessionaires, subtenants, and direct leases. He noted the composition of the current program,
in which 64 percent of units are operated by prime concessionaires, 13 percent by airport
concessions disadvantaged business enterprise (ACDBE) subtenants, 18 percent by non-ACDBE
direct leases, and 5 percent by ACDBE direct leases. In response to Commissioner Albro, Mr.
Reis confirmed that selection of ACDBE subtenants and allocation of unit space to them is
controlled by the prime concessionaires. 
Between 2003 and 2010, Mr. Reis reported that sales rose approximately 75 percent, increasing
Port revenue 82 percent, and concessions employment increased by more than 100 percent from
732 to 1,508, while enplanements rose only 10 percent. He outlined the current concessionaires at
the Airport, identifying those that are locally owned and operated. Ms. Zachrisson identified four of
the 11 locally owned and operated concessions that are subtenants of a prime concessionaire. 
Mr. Reis described the goals driving the 2004-2005 redevelopment, including emphasis on local
flavor, downward adjustment to street pricing, direct competition including shorter leases, use of
direct leases, and promotion of small businesses, and outlined redevelopment outcomes, including
higher sales, higher revenues, increased jobs, better customer service, and national program
recognition.

PORT COMMISSION MEETING MINUTES                  Page 10 of 16 
TUESDAY, DECEMBER 13, 2011 
In response to Commissioner Tarleton, Mr. Reis stated that the tiered structure of the concessions
program was developed in discussions with the Port Commission to accommodate the
recommendation of organized labor to retain more concessionaires that had labor contracts. 
Ms. Zachrisson described the concessions stakeholder process, listing various stakeholder groups
and outlining the process components. She stated that to ensure impartiality, experienced thirdparty
public involvement professionals were engaged to facilitate and document the process, led by
the community involvement firm PRR. Ms. Zachrisson reported that 56 individuals from a range of
36 companies participated in the stakeholder process and that three focus groups engaged the
traveling public.  She said the principles and practices for discussion included customer
experience, social and environmental responsibility, financial stewardship, and selection process. 
Ms. Zachrisson outlined areas of agreement and disagreement arising from the process. Areas of
agreement included that there should be a mix of offerings; that it is important to encourage a
strong sense of place; that environmentally sustainable practices should be encouraged; that the
selection process should be efficient, fair, and reduce barriers to entry; and that the high cost of
doing business at the Airport should be reflected in concessions policies. 
Mr. Reis reported on five main areas of disagreement arising out of the stakeholder process, as
follows, and elaborated on the factors to be considered for each area of disagreement: 
How best to balance the mixture of multi-unit, prime concessionaires with direct leases; 
How to maintain or increase participation by small or ACDBE businesses; 
How the Port can reduce high costs of investment and other barriers to its concessions
program; 
Whether the Port should continue to require street pricing; and 
Whether the Port should place requirements on the labor practices of concessionaires. 
Regarding balance of prime concessionaires with direct leases, Mr. Reis stated labor prefers a
model in which two or three prime operators employ 90 percent of the concessions workers,
whereas local businesses tend to prefer local ownership and a direct-lease structure. He added
that none of the prime concessionaires are local companies. 
Regarding participation by ACDBE businesses, Mr. Reis reported the dominant preference by
ACDBEs voiced through the stakeholder process is to operate under direct leases, although the
majority of current ACDBEs are subtenants. In response to Commissioner Tarleton, Mr. Reis
stated that the Airport's access to federal funding attaches ACDBE requirements to the
concessions program. In response to Commissioner Holland, Mr. Yoshitani explained that the
ACDBE goals differ from airport to airport. Mr. Reis commented on factors affecting certifiability of
ACDBE businesses and the small available pool of businesses from which to attract
concessionaires. Commissioner Holland commented on the lack of a study on ACDBE business at
the Airport and opined that the goal for ACDBE businesses should be higher than 20 percent of
gross sales. Mr. Reis noted that ACDBE businesses are not necessarily local businesses. 
Commissioner Creighton stated that promoting small business is a policy priority of the Port and
noted that build-out costs at the Airport are high. He asked for clarification on the process for

PORT COMMISSION MEETING MINUTES                  Page 11 of 16 
TUESDAY, DECEMBER 13, 2011 
identifying small or disadvantaged businesses to fill concessions opportunities at the Airport. Ms.
Zachrisson said that a request for proposals process would not be necessary and that leasing
directly to disadvantaged businesses is a more direct route. 
Commissioner Albro noted that concessions sales volumes and jobs grew dramatically after
terminating the master lease agreement previously in place at the Airport. He stated that focusing
on job growth, increased sales, and reflecting the local community is important whether the vehicle
is through a prime concessionaire or smaller direct leases. 
In response to Commissioner Tarleton's questions about a large turnover of concessions leases,
Mr. Reis stated that staff recommends staggering leases so they do not all end at the same time.
Commissioner Creighton recommended adjusting lease terms so businesses located on poor
performing concourses would be able to appropriately amortize their infrastructure investments. 
Mr. Reis explained that a requests for proposal (RFPs) for a prime concessionaire are very explicit as
to the mix of business concepts and locations desired by the Airport. He added that the RFP process
is extensive and complex and by its nature poses a barrier to small business and reported that the
trend in the industry is toward more direct leases and smaller prime concessionaire arrangements. 
Regarding street pricing, Mr. Reis stated that some stakeholders prefer a model with higher-thanstreet
pricing as a way to offset the high cost of development for direct lessees. He stated that
local businesses operating the same concept at the Airport and in the community point out that
they are restricted to using street pricing at both venues. He reported that labor representatives
advocated higher-than-street pricing with the expectation that the additional revenue would be
applied toward higher employee wages and benefits, and stated that customers in focus groups
emphasized their preference for street pricing. He remarked that there are examples in the
industry for both street-pricing and higher-than-street-pricing models. Mr. Reis suggested that
higher-than-street pricing should not be used to correct the problem of high development costs, or
other challenges to small business, that could be addressed through other means, such as
progressive rate structures. Commissioner Albro voiced his support for continuing street pricing in
the Airport concessions program. 
Regarding labor practices and the Port's role in placing requirements for labor practices in the
concessions program, Mr. Reis reported that labor representatives advocate worker retention or labor
harmony programs, whereas most stakeholders did not favor the Port placing such requirements. In
response to Commissioner Holland, Mr. Reis stated that staff is aware of worker retention
requirements at the San Francisco, Oakland, Los Angeles, San Diego, Phoenix, Miami, and New 
York-New Jersey airports, many of which also have small businesses. He commented that many of
those airports are run by general purpose governments, which have more flexibility regarding social
policies. San Diego and New York-New Jersey are operated as special purpose districts, similar to
the Port of Seattle, but those programs either do not aggressively pursue small business or exempt
small business from their worker retention requirements.  Commissioner Albro requested more
discussion of the issues of worker retention and labor harmony as separate issues. 
General Counsel Craig Watson reported that the Port has some unique circumstances that have to
be taken into account and for which little guidance is available. He spoke in favor of outside counsel


PORT COMMISSION MEETING MINUTES                  Page 12 of 16 
TUESDAY, DECEMBER 13, 2011 
having an opportunity to provide an opinion on the subject of worker retention and he characterized
the legal debate over worker retention as a close question whenever it comes up. He mentioned the
permanent injunction issued in connection with the City Ice decision and the fact that the Port is not a
general purpose government with broader latitude where social policy is concerned. He said the
Commission would have to decide what its appropriate level of risk is as it considers such policies.
Commissioner Tarleton commented on the importance that the Port take a position early on labor
practices rather than wait for the legal challenges elsewhere to be sorted out. 
Mr. Reis noted that a worker retention requirement would introduce risk during pendency of
litigation, would discourage small business participation, and would affect recruitment of
concessionaires during pendency of litigation. He pointed out that during the last redevelopment of
the concessions program, despite not having a worker retention requirement, jobs increased over
100 percent, and represented jobs increased by 47 percent. He also noted that employee turnover 
is about 20 percent annually and stated that about 75 percent of concessions employees became
employed at the Airport since the last concessions transition.  Mr. Reis stated that Airport
concessionaires are interested in recruiting employees with experience working at the Airport, as
shown during the recent closure of Borders Bookstore and the recent transition of the duty-free
concession from HMS Host to Hudson. 
Mr. Reis summarized the following recommendations for the Airport concessions program: 
Management of the program as a hybrid model with a 50/50 mix of multi-unit contracts of
six or more units with small packages of three units or less; 
Meet or exceed the current 20-percent gross sales goal for ACDBE businesses and seek
additional small and local business participation; 
Revise the tenant build-out review process to reduce capital costs with the Port providing
all infrastructure to the lease line; 
Study the overall cost picture for concessionaires prior to finalizing a street-pricing policy
for the 2015-2017 recruitment; and 
Encourage, but not require, new concessions employers to hire current employees. 
Public comment was received from the following individuals: 
Cindy Richardson, Vice President of Unite HERE Local 8. Ms. Richardson commented
that the opinions of Airport workers had been mischaracterized, that the Airport has been
a union airport for decades, and that labor harmony and worker retention were widely
accepted by the concessionaires who participated in the stakeholder process. She
spoke of reorganizing the union following a concessions transition and criticized the
stakeholder process for not inviting input from positive labor and small business
relationships. Ms. Richardson submitted her comments in written form, and a copy of
the document is, by reference, made a part of these minutes, is marked exhibit B, and is
available for inspection in Port offices. 
Julia Nottingham, employed by HMS Host.  Ms. Nottingham commented on the
importance of employee benefits and her satisfaction in working at the Airport. She
stated she was shocked at staff's proposal to leave Airport workers completely
unprotected when their employer's lease expires.

PORT COMMISSION MEETING MINUTES                  Page 13 of 16 
TUESDAY, DECEMBER 13, 2011 
Pascasie Mukaruziga, employed by HMS Host. Ms. Mukaruziga commented on her
work at the Airport and her immigration to the United States. She spoke of the benefits
of her employment at the Airport and stated she hoped the Commission would consider
working people's needs, not just the interests of business. 
Grant McClamrock, employed by HMS Host. Mr. McClamrock spoke of working at the
Airport for 37 years as an employee of HMS Host and the ability to transfer over the
years due to working for a prime concessionaire with a worker retention policy. He
stated the prime concessionaire model provides for a stable workforce by providing
higher employee wages and benefits. 
Stefan Moritz, Director of Strategic Affairs for Unite HERE Local 8. Mr. Moritz stated staff
ignored the needs and opinions of the represented employees who are the most important
stakeholders  in  ensuring  a  successful  concessions  program.   He  said  the
recommendations were not in the best interest of the Port of Seattle or King County
taxpayers and commented on labor harmony agreements at many airports around the
country that do not mandate unionization.  Mr. Moritz commented on the federally
protected right of workers to organize, which he said is not at the discretion of employers. 
Michael Abate, Organizer with Unite HERE Local 8.  Mr. Abate commented on the
federally protected right of workers to organize, which he said is not at the discretion of
employers. He stated that any business that cannot commit to a process of labor
organization that maintains harmonious airport operations should not be considered for a
lease at the Airport, regardless of the business's size. He stated stakeholder opposition
to worker retention and labor harmony policies was misrepresented by Airport staff. 
Bruce Beckett, Vice President of the Washington Restaurant Association. Mr. Beckett
commended the positive changes resulting from the 2004-2005 concessions program
redevelopment.  He provided various statistics relating to potential lessees of
concessions spaces and stated that small local operators want flexibility in their lease
arrangements.  He spoke in favor of the hybrid concessions program model that
provides for both large prime concessionaires and smaller direct leases. 
David Mendoza, Policy Analyst for Puget Sound Sage. Mr. Mendoza encouraged further
study and eventual enactment of a worker retention/labor harmony policy, which he stated
would provide security for concessions workers and help prevent them being forced to rely
on public health care assistance. He stated that many airports around the United States
with worker retention policies also have vigorous small business programs. 
LeeAnn Subelbia, Owner of Filo Foods/BK Foods. Ms. Subelbia spoke of the sacrifices
she has made to conduct business at the Airport. She commented on legal and
contractual difficulties arising from her business's status asa subtenant and advocated
direct leases for small and disadvantaged businesses. She stated that in her 30 years
operating a business at the Airport there has never been an issue with worker retention. 
Maxwell Heigh, Manager for Filo Foods/BK Foods.  Mr. Heigh commented on the
sacrifices made by his family to operate their business at the Airport. He commented on
the cooperative relationship between the company and its employees and asked that
their business practices not be dictated to them. 
William Hager, employed by Filo Foods/BK Foods. Mr. Hager contrasted his experience
working for Filo Foods and HMS Host and spoke in support of Filo Foods.



PORT COMMISSION MEETING MINUTES                  Page 14 of 16 
TUESDAY, DECEMBER 13, 2011 
Dan Bent of Bent Burgers. Mr. Bent commented on his employment by HMS Host for 30
years and his ownership of his own small business. He complimented the stakeholder
process and questioned why labor representatives attended meetings geared toward
gathering feedback from business owners. Mr. Bent advocated a simplified request for
proposal process. Mr. Bent submitted his comments in written form, and a copy of the
document is, by reference, made a part of these minutes, is marked exhibit C, and is
available for inspection in Port offices. 
Heather Arceo, employed by Filo Foods/BK Foods.  Ms. Arceo contrasted her
employment for Filo Foods with that at HMS Host and stated she preferred the
atmosphere of working for a family-oriented business. 
Leonard Lagmay, employed by Filo Foods/BK Foods. Mr. Lagmay commented on his
employment by Alaska Airlines, HMS Host, and Filo Foods and stated he appreciated
the opportunity to work for a small, non-union employer. He said his experience of being
able to work for different concessions operators at the Airport showed that a worker
retention policy was unnecessary. He added that if HMS Host had been the only prime
concessionaire at the Airport, he would not have had the opportunity to continue to work
at the Airport after leaving HMS Host. 
Cecilia Cordova of Connell Cordova Hunter & Gautschi, representing Filo Foods/BK
Foods. Ms. Cordova presented a memorandum supporting the Aviation Concessions
Program's recommendations regarding a worker retention policy.  A copy of the
document is, by reference, made a part of these minutes, is marked exhibit D, and is
available for inspection in Port offices. Ms. Cordova spoke in support of the Commission
motion to seek outside legal counsel and stated that her client is not opposed to union
organization, but that small companies want their protected right to assign work to their
own workforce. 
Paul Lawson, District Manager for Ivars. Mr. Lawson commented on the importance of
Ivars' employees at the Airport and Ivars' low employee turnover rate. He commented
on employee benefits and better-than-minimum-wage pay at Ivars. 
Bob Donegan, President of Ivars.  Mr. Donegan commented on his participation in
concessions planning at the Airport for over 20 years. As a member of the board of
directors of the Seattle Restaurant Association, Mr. Donegan commented on the
association's role in identifying direct-leasetenants at the Airport. He pointed out that
local operators provide local jobs and economic impact, revenues have increased at the
Airport using local operators, direct leases are the most productive leases, Ivars prefers
to maintain control over their business practices, street pricing at the Airport needs to be
communicated better, the people who work at the Airport are also concessions
customers, and build-out costs need to be reduced at the Airport. 
Kehala Ngiraidong-Omengkar, employed by Concourse Concessions. Ms. Ngiraidong-
Omengkar commented on her work history and her favorable experience working for
Concourse Concessions. 
Takara Smith, employed by Lupiva Caf and Tully's Coffee. Ms. Smith spoke of her four
years of nonunion employment and the good benefits provided by her employer. 
Emilie Antiporda, employed by Concourse Concessions. Ms. Antiporda commented on
her work for Concourse Concessions since moving into the area following Hurricane
Katrina in 2005. She spoke of the flexibility and benefits associated with her job and
stated she preferred to work for a nonunion company.

PORT COMMISSION MEETING MINUTES                  Page 15 of 16 
TUESDAY, DECEMBER 13, 2011 
David Fukuhara, Managing Partner, Concourse Concessions. Mr. Fukuhara commented
on the importance of his company's employees and spoke in support of the concessions
stakeholder process. He stated his support for direct leases, which he said result in
higher revenues and more jobs and would bring more efficient communication between
disadvantaged businesses and the Port. He spoke in favor of increasing the goal of
ACDBE revenues from 20 to 30 percent and commented on challenges facing the
ACDBE businesses on Concourse A. 
Cario Barragan Talancon, Lead Organizer for Casa Latina. Ms. Talancon commented on
the challenges facing immigrant workers at the Airport. She spoke in support of a worker
retention policy and commented on decreasing services provided by public assistance. 
Marques Warren, Vice President of Operations for Warren's News and Gift Inc. Mr. 
Warren commented on his company's partnership with Hudson News. He said the
company's sales associates are union members, which was not the case when it started
as a subtenant of HMS Host. He spoke of the challenges facing Concourse A and
stated that a 50 percent increase in labor cost resulting from working with a union has a
tremendous impact on the ability of small businesses to compete at the Airport. 
Rod O'Neal, Partner at Seatac Bar Group. Mr. O'Nealspoke in support of the staff
concessions program recommendations and commented on the challenges facing
disadvantaged businesses operating on Concourse A. He commented on the benefits
provided to the employees of the Seatac Bar Group and stated the business wants to
maintain control over its labor practices. 
Commissioner Creighton commented on focusing on development of a policy that ensures
employee security during concessions transitions without impeding promotion of small business at
the Airport; the need to reflect the local community in the concessions program; and finding
opportunities to provide small businesses an opportunity to amortize their investment, despite
disparity in performance on different concourses. 
Commissioner Albro stated there is a shared dedication to the workforce at the Airport on the part
of represented labor and small business and noted his support of the right of workers to organize.
He commented on the importance to find a compromise between the concerns of workers
concerned they will be displaced that also creates meaningful business opportunities. He spoke in
favor of direct leases and joint ventures as concessions models. 
Commissioner Tarleton commented on the diversity of the Airport concessions program and the
successes of the concessions program participants since 2004, including environmental
sustainability and participation by immigrants. 
Commissioner Holland commented on the importance of increased small business and minority
participation in the Airport concessions program, including a higher goal of 30 percent gross sales
from minority businesses. He stated he would like to see an example of a small business that is
successful in an environment with a worker retention policy and that he is concerned about the
difficulties faced at Concourse A. 
Agenda item 7b having been disposed of previously, the Commission advanced to consideration of 




PORT COMMISSION MEETING MINUTES                  Page 16 of 16 
TUESDAY, DECEMBER 13, 2011 
7c.  (03:23:25)  Capital Improvement Projects for the Third Quarter, 2011. 
Presentation document(s): Commission agenda memorandum dated December 5, 2011, third
quarter report, and computer slide presentation provided by Ralph Graves, Managing Director,
Capital Development. 
Presenter(s): Mr. Graves. 
Mr. Graves presented capital improvement project summary statistics for the third quarter of 2011,
which showed comparable project status over a five-quarter period. He noted six Aviation projects
that are behind schedule, including a water system isolation valve upgrade, parking system
replacement, common use equipment expansion, Concourse D common use, South Satellite
concessions physical layout project, and South Satellite additional gate lobby. He stated that the
delays in these six projects are related to the reduction of the Aviation capital budget. 
Mr. Graves reported that the roof replacement program anticipates a savings of approximately
$1 million. He commented on delays in the Seaport Security Round 7 schedule, additional funding
required for the Terminal 86 grain facility modernization, and delays in the C-15 HVAC
improvements. He noted other delays associated with the enterprise project cost system for the
Capital Development Division and savings of $150,000 anticipated to be saved from the ground
transportation management system project. 
Mr. Graves pointed out that agenda items 5d, 5e, and 5f on the consent agenda would not have
required Commission authorization if the Commission operated under staff's proposal regarding
revision to the Port's delegation of authority provisions for contracts. These three items would have
been reported to the Commission, but would have been executed by the Chief Executive Officer. 
Agenda items 8a and 8b having been disposed of previously, no additional new business was
considered. 
9.   POLICY ROUNDTABLE 
None. 
10.  ADJOURNMENT 
There being no further business, the regular meeting was adjourned at 4:37 p.m. 

Tom Albro 
Secretary 
Minutes approved: March 6, 2012.