PORT OF SEATTLE COMMISSION 
MOTION REGARDING THE WAIVER OF ATTORNEY-CLIENT PRIVILEGE 
ON THE LEGAL OPINION PREPARED BY OUTSIDE COUNSEL 
RELATED TO THE CHIEF EXECUTIVE OFFICER'S ELECTION 
TO THE EXPEDITORS INTERNATIONAL BOARD OF DIRECTORS 
October 23, 2012 
Statement in Support of the Motion 
Expeditors International of Washington, Inc. ("Expeditors") announced on August 10, 2012, that Port of
Seattle Chief Executive Officer ("CEO") Tay Yoshitani had accepted its invitation to join the
Expeditors International of Washington Board of Directors. The CEO's contract specifically allows him
to participate on private sector boards so long as the General Counsel determines that the "CEO's
participation would not create or appear to create a conflict of interest, or is contrary to any other
provision of the Port's Code of Ethics for Employees." 
The Seattle Port Commission (the "Commission") discussed this matter in public session on September
11, 2012, and adopted a motion to retain outside counsel to provide an independent review and analysis
of the General Counsel's determination that no conflict of interest or appearance of a conflict of interest
existed and to prepare a timeline of pertinent events from March 1, 2011, to September 10, 2012. The
motion further called for a review of the Port's and Commission's ethics policies. In a separate motion,
the Commission waived privilege on the legal opinion prepared by Timothy G. Leyh and Katherine
Kennedy of the law firm Calfo Harrigan Leyh & Eakes LLP. 
In adopting the motion, the Commission directed the formation of a temporary committee comprised of
Commissioners Albro and Holland to oversee the hiring of outside counsel and an ethics expert. The
temporary committee selected former Chief Justice of the Washington Supreme Court Gerry Alexander
and Russ Perisho as outside counsel, and also retained the former Executive Director of the City of Los
Angeles Ethics Commission, LeeAnn Pelham, to review the Port of Seattle's (the "Port") ethics
policies on conflict of interest and make recommendations for any changes. The temporary committee
has continued to oversee the work of the outside counsel and the ethics expert. 
The motion specified that outside counsel and the ethics expert are to present their reports to the
Commission in public session no later than October, 23, 2012. Outside counsel and the ethics expert
have completed their reviews within the timeframe and are prepared to present their reports to the
Commission. 
Motion 
The Commission hereby authorizes a limited waiver of attorney-client privilege solely on the legal
opinion prepared by Gerry Alexander related to the Chief Executive Officer's election to the Expeditors
Board of Directors and authorizes staff to post the opinion on the Port's website for public view.
LeeAnn Pelham's review of ethics issues and the timeline of pertinent events shall also be posted on the
Port's website for public view.