PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA                   Item No.         5e 
ACTION ITEM                Date of Meeting    December 11, 2012 

DATE:      December 3, 2012 
TO:       Tay Yoshitani, Chief Executive Officer 
FROM:     Michael Ehl, Director, Airport Operations 
Wayne Grotheer, Director, Aviation Project Management Group 
James Jennings, Manager, Aviation Properties, Aviation Business Development 
SUBJECT:   United Airlines Tenant Improvements (Expense) and Convert Ticket Zone 2
Pushback (CIP #C800491) 
Amount of This Request:   $14,482,120      Source of Funds: Airport Development Fund 
and existing revenue bonds 
Est. State and Local Taxes:    $812,840      Est. Jobs Created: 256 
Est. Total Project Cost:     $16,047,390 
ACTION REQUESTED: 
Request Port Commission authorization for the Chief Executive Officer to: (1) authorize
$14,018,890 of tenant reimbursement budget associated with the design and construction of the
Zone 2 ticket counter pushback, ramp offices and United Club in support of the United Airlines 
(United) tenant project; (2) execute a tenant reimbursement agreement with United for this
purpose under the Airport's AV-2 Policy; and (3) authorize an additional $2,028,500 for tenant
project support. The total estimated Port cost of this project is $16,047,390. 
SYNOPSIS: 
This project allows for growth in the number of passengers using the Airport without expanding
the footprint of the terminal. It will also improve the efficiency of the ticketing and check-in
process. 
As part of the Airline Realignment, United Airlines will be relocating its aircraft gate operations
from the North Satellite to Concourse A in May, 2013. In conjunction with the gate moves,
United will also be moving its ramp operations offices to Concourse A and its ticket counters and
back offices from its current location at Zone 7, south to Zone 2. Further, United will convert an
existing unleased airline VIP club on Concourse A to a United Club and improve data
connectivity to its leased gate lobby check in podiums. 
Because the increased traffic load that United will bring could impact crowding in Zone 2, the
Airport and United have agreed to use this opportunity to construct ticket counters in a
"pushback" configuration to increase ticket lobby space for better queuing and passenger flow in

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
December 3, 2012 
Page 2 of 8 
this area. This ticket counter "pushback" project was approved by the airlines through a
majority-in-interest vote on September 28, 2012. 
United will complete this construction before summer 2013 under both a tenant reimbursement
agreement for the pushback and memorandum of understanding for the realignment work. This
project was included in the 2013-2017 capital budgets as a business plan prospective project. 
BACKGROUND: 
With ongoing airline consolidation and a goal to maximize utilization of our existing facilities,
the Airport is exercising the One-Time Reallocation provision in the current Signatory Lease and 
Operating Agreement. The reallocation will require a number of modifications associated with
the airlines, which will relocate their gate and ticket counter operations to effectively operate in
their new locations. With the Port initiating the Airline Realignment moves, the burden of cost
falls largely on the Port; however, it is anticipated that United will pay for portions of their
relocation costs associated with facilities to accommodate its merger with Continental Airlines. 
Of the airlines involved in the Airline Realignment, Alaska Airlines and United Airlines have
chosen to complete tenant improvements as tenant projects to be reimbursed by the Port. Alaska
completed its work earlier this year. 
PROJECT JUSTIFICATION: 
The work planned under this project represents a critical component in supporting the broader
airline relocation effort while also providing improved operational efficiency throughout the
Airport.
Project Objectives: 
Support the timely relocation of airlines. 
Enable the Airport to gain more flexibility to maximize the use of ticket counters. 
Reduce the cost to airlines as they relocate within the existing terminal facilities. 
Provide facilities for airlines being relocated to new ticket counters, ramp offices and
club space. 
PROJECT SCOPE OF WORK AND SCHEDULE: 
Scope of Work: 
In order to prepare for the primary scope of work that will be completed by United, the Port will
first undertake two enabling projects: 
Regulated Material Management abatement (authorized September 11, 2012) of portions
of the Zone 2 ticketing counters and offices. 
The relocation of American Airlines, Frontier Airlines and JetBlue Airlines ticket
counters and offices to the Zone 5 ticketing area as part of the Airline Realignment
(authorized July 10, 2012). 
Following the ticket office relocations, subsequent phases of work include the following:

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
December 3, 2012 
Page 3 of 8 
The Port will perform additional phased regulated materials abatement of the current
United ticket counters and offices. 
United will complete demolition and build out of the new pushback ticketing counters
including baggage conveyor system modifications, remodel existing ramp offices,
remodel an existing VIP club to a United Club and add data connectivity to Gate A6  
A14, flooring, ceiling, lighting, ticket counters, signage, mechanical and electrical
modifications, temporary facilities, and miscellaneous improvements. 
The costs for the remodel work will be shared between the Port and United. It is anticipated that
United will expend an amount greater than $2,000,000 of its own funding not reflected in the
project budget shown below. The Port will provide oversight of the work performed by United's
contractor. 
SCOPE OF AGREEMENT: 
Proposed Effective Date:                    November 2012 
Use:                                       Authorization to construct approximately 3,200
square feet of ticket office spaces and ticketing area;
24,354 square feet of ramp offices and 6,154 square
feet of the United Club and associated items for
reimbursement. 
POS Expense Reimbursement:       $ 10,568,150 
POS Capital Reimbursement:         $ 3,450,740 
Total Reimbursement Budget:        $ 14,018,890 
POS Tenant Project Support Cost:     $ 2,028,500 (expense and capital) 
Total Project Estimated Cost:          $ 16,047,390 (expense and capital) 
Previous Authorizations:             ($ 1,565,270) 
Total Request for Authorization:      $ 14,482,120 
Schedule: 
Activity                                          Dates 
Airline Majority In Interest Approval                                       September 28, 2012 
Commission Authorization                                             December 11, 2012 
Construction of Two Enabling Projects                            December 2012  May 2013 
Phased Regulated Materials Abatement                      November 2012  February 2013 
United Ticketing/Ramp and Club Complete                                       May 2013 
United Operations Move                                                        May 2013 
Move ANA and Construct Counter                                       September 2013 
Project Complete                                                            November 2013 
FINANCIAL IMPLICATIONS: 
Budget/Authorization Summary:                      Capital     Expense*   Total Project 
Original Budget                                     $5,500,000            $0     $5,500,000 
Budget (Decrease)                                $(1,517,460)             $0   $(1,517,460)

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
December 3, 2012 
Page 4 of 8 
Revised Budget                                    $3,982,540            $0     $3,982,540 
Previous Authorizations                                      $0   $1,565,270    $1,565,270
Current request for authorization                   $3,982,540     $10,499,580   $14,482,120 
Total Authorizations, including this request           $3,982,540  $12,064,850    $16,047,390 
Remaining budget to be authorized                          $0            $0             $0 
Total Estimated Project Cost                      $3,982,540     $12,064,850   $16,047,390 
* The Expense portion of this project is part of the $23,285,000 budget for Airline Realignment
Tenant Improvements, of which $9,937,255 had been previously authorized, and of which
$2,848,165 will remain for future Airline Realignment project work. 
Project Cost Breakdown:                        This Request      Total Project 
Construction (United)                               $11,934,660      $11,934,660 
Construction Management (Combined)              $1,694,620       $1,694,620 
Design (United)                                             $0         $909,270 
Project Management (Port)                                  $0         $656,000 
Permitting (United)                                      $40,000           $40,000 
Estimated State & Local Taxes (United)                $812,840         $812,840 
Total                                                 $14,482,120      $16,047,390 
Budget Status and Source of Funds: 
The Conversion of Zone 2 Ticket Lobby to Pushback Concept project was included in the 2013-
2017 capital budgets as a business plan prospective project (CIP #C800491) with a budget of
$5,500,000. The funding source is from the Airport Development Fund and existing bond
proceeds. 
Financial Analysis and Summary: 
CIP Category                   Ticketing Strategy 
Project Type                     Capacity 
Risk adjusted discount rate       N/A 
Key risk factors                   N/A 
Project cost for analysis           $3,982,540 capital, $12,064,850 expense 
Business Unit (BU)               Terminal 
Effect on business performance   NOI after depreciation 
IRR/NPV                   N/A 
CPE Impact                   $0.07 CPE in 2015, this project was included in the
capital budget and plan of finance, no change.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
December 3, 2012 
Page 5 of 8 
Lifecycle Cost and Savings: 
Airport maintenance of new electrical and mechanical systems installed under this scope of work
is not expected to change from present levels. New lighting and mechanical components will be
more energy efficient and will initially result in reduced general maintenance requirements. 
STRATEGIC OBJECTIVES: 
This project promotes the Port's Century Agenda objective to meet the region's air transportation
needs at Sea-Tac Airport for the next 25 years by adding capacity to the ticket lobby, thereby
supporting future growth within the existing terminal space. 
ENVIRONMENTAL SUSTAINABILITY: 
This project allows for growth in passenger numbers without growing the building. This will 
reduce impacts to the environment surrounding the Airport. Improving the electrical, air
distribution, and lighting systems in this area will enable the Port to achieve increased energy
efficiency. 
In addition, removing asbestos containing material from the Airport helps the Port provide a
healthy and safe environment for employees, tenants, consultants, contractors, and the general
public. 
BUSINESS PLAN OBJECTIVES: 
The renovation of this portion of the ticket lobby to a pushed back design supports the Airport's
business plan strategies to: 
Anticipate and meet the needs of our tenants, passengers, and the region's economy by
providing the airlines with improved facility efficiency, passenger processing, and flexibility.
The proposed pushback design for this portion of the ticket lobby provides for more efficient
use of the Airport's existing resources. 
Become one of the top ten customer service airports in the world by 2015 by creatively
reconfiguring and managing our existing assets to minimize inconvenience and delays to the
traveling public. 
TRIPLE BOTTOM LINE SUMMARY: 
Using a design proven to decrease congestion and increase passenger through-put will enable the
Port to provide a facility today to meet the traffic projections of the future without having to
make major expansions. 
This project will improve the experience of the traveling public by improving the efficiency of
the ticketing and check-in process. 
This project also demonstrates the Port's commitment to environmental stewardship and
sustainability by replacing outdated and uneconomical infrastructure and systems with
modernized and more energy efficient equipment. 
The Port will work with United Airlines to encourage the greatest level of small business
participation.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
December 3, 2012 
Page 6 of 8 
ALTERNATIVES CONSIDERED AND THEIR IMPLICATIONS: 
Alternative 1: Remodel the existing ticket counters to a "flow-through" design, build new ramp
offices and United Club as a tenant project completed by United. Because of the proximity of
security checkpoint queuing immediately behind the ticket counter, a flow-through traffic pattern
would not work properly. This alternative is not recommended. 
Alternative 2: Remodel the existing ticket counters to a "pushback" configuration, build new
ramp offices and United Club as a tenant project completed by the Port. The Port could not now
complete the project in the allotted timeframe. This alternative is not recommended. 
Alternative 3: Remodel the existing ticket counters to a "pushback" configuration, build new
ramp offices and United Club as a tenant project completed by United. This will support the
Airline Realignment Tenant Improvement Program. This is the recommended alternative. 
OTHER DOCUMENTS ASSOCIATED WITH THIS REQUEST: 
None 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS: 
On September 11, 2012, the Port Commission authorized Airline Realignment Tenant
Improvements in the amount of $730,000 to execute a construction contract for regulated
materials management for Zone 2 Ticket Counters and Offices and execute a contract for moving
services. 
On July 10, 2012, the Port Commission authorized Airline Realignment Tenant Improvements in
the amount of $4,243,400 to advertise and execute a construction contract and use of Port Crews
for Airline Tenant Improvements  Airline Realignment. 
On July 10, 2012, the Port Commission authorized CUSE construction at ticket counters and 
gates, and seating in the amount of $1,887,000. 
On June 26, 2012, the Port Commission was provided an update briefing with the NorthSTAR
budget restructuring. 
On June 26, 2012, the Port Commission authorized additional budget of $400,000 to add two
fuel pits (C800472). 
On April 24, 2012, the Port Commission authorized Airline Realignment Tenant Improvements
in the amount of $225,000 for regulated materials management. 
On April 10, 2012, the Port Commission authorized additional budget to enter into a construction
contract for airfield improvements including Exterior Gate Improvements  Airline Realignment
(C800472). 
On March 27, 2012, the Port Commission authorized design and construction of gate B1 and
B11 jet bridges as elements of Passenger Loading Bridge Replacement Project- Airline
Realignment (C800467) in the amount of $1,570,000. 
On January 24, 2012, the Port Commission received a briefing on the Airport Realignment
Program.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
December 3, 2012 
Page 7 of 8 
On January 24, 2012, the Port Commission authorized construction of Exterior Gate
Improvements  Airline Realignment (C800472) in the amount of $2,613,000. 
On January 24, 2012, the Port Commission authorized design for CUSE at Ticket Counter/Gates
& Seating (C800473) in the amount of $484,000. 
On December 6, 2011, the Port Commission authorized construction of Baggage Handling
System (BHS) Improvements  C22 BHS Connection to C1/C1-MK1 Replacement (C800382) at
the Airport in the amount of $3,604,000. 
On December 6, 2011, the Port Commission authorized design of the Miscellaneous Building
Improvements  Airline Realignment (C800475) at the Airport in the amount of $1,721,000. 
On December 6, 2011, the Port Commission authorized design of the Airline Tenant
Improvements  Airline Realignment (expense) at the Airport in the amount of $3,776,000. 
On November 22, 2011, the Port Commission was provided with a verbal preliminary briefing of
December 6, 2011, items with a diagram. 
On September 27, 2011, the Port Commission authorized execution of an IDIQ contract for
Airline Realignment Tenant Improvements and Ticket Counter Design services totaling
$10,000,000. 
On September 12, 2011, the Port Commission received a summary briefing on the Airport
Realignment Program at the Airport. 
On June 14, 2011, the Port Commission authorized design of the Exterior Gate Improvements  
Airline Realignment project (C800472) at the Airport in the amount of $499,000. 
On June 14, 2011, the Port Commission authorized design of the Airport Signage  Airline
Realignment project (C800474) at the Airport in the amount of $238,000. 
On March 1, 2011, the Port Commission authorized design and some construction of the
Baggage Handling System (BHS) Improvements - C22 BHS connection to C1/C1-MK1
Replacement /TC3 Replacement (C800382) in the amount of $1,731,000. 
On February 22, 2011, the Port Commission authorized the first phase of the Passenger Loading
Bridge Replacement  Airline Realignment Project (C800467) including design, purchase, and
execution to replace, refurbish and relocate PLBs at Concourse D.
On February 22, 2011, the Port Commission was shown a summary listing of realignment
projects and authorized Planning for Terminal Realignment in the amount of $713,000. 
On January 25, 2011, the Port Commission was briefed on several projects that are part of the
overall airline realignment program and which required a single Commission authorization in
order to meet the realignment schedule. The first part of the realignment program was authorized
by the Commission on this date under the Concourse D Common Use Expansion Project
(C800455). 
On September 28, 2010, the Port Commission was given a summary briefing of the upcoming
2011 capital improvement plan that included the airline realignment program elements.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
December 3, 2012 
Page 8 of 8 
On June 8, 2010, the Port Commission authorized execution of an IDIQ contract for the
Terminal Development Strategy Campus Planning Services IDIQ in the amount of $1,300,000.