,Exhibit
In Opposition to the POS Worker Retention Directive                      '      0ft Commission new)"
Page 1 of4                                                      MeetingMM

In opposition to Worker Retention Directive

The Port Commissioners may feel they are in a no-win situation in voting for this directive: If they vote for the
directive they may stand accused of being pro-union; by voting against it, they
may be accused of being anti-
union. You should oppose the proposed Worker Retention Directive for the following
reasons:

Though voluntary on its face, it is coercive in effect and is constructively a mandate.
It protects the franchise of a particular union, Unite HERE, to the exclusion of other unions,
as well as
other employers who may want to create jobs.
A court injunction prohibits the Port from engaging in "any conduct that interferes, either by the Port's
actions or inactions, with the exercise of the federally protected rights of  third parties using Port
facilities to assign work to their own employees ..."
Coercive effect of involuntary unionization and prevents concessionaires from assigning work to their
own employees, interfering with federally protected rights.
Preemption: Worker retention requirements are an unfair labor practice under the NLRA.
Potential 1983 action from government interference with rights under NLRA.
Interferes with the at-will employment presumption in Washington.
Supplants one set of employees at the expense of another set of employees.
Thwarts the ACDBE program objectives.

Voluntagy Mandate
The directive states the concessionaires have a choice whether to commit to 1) hiring current workers, 2)
committing to retaining them for 180 days and 3) stipulating to hire workers from the Concession
Worker Pool.
The practical effect is that failure to commit to these three terms makes your bid less competitive, thus
less likely to win the concession opportunity. This directive, in practical terms, is
a constructive
mandate.

Scoring Preference has a Coercive Effect: Constructive Mandate of Worker Retention terms
The scoring preference has a coercive effect to compel concessionaires to commit to 1) hire current
workers, 2) retain them for 180 days and 3) hire from the Concession Worker Pool. The coercive effect
is an unfair labor practice enumerated under 8 of the NLRA and prohibited by the CityIce injunction.
The scoring preference's coercive effect interferes with the employer's right to bargain in good faith
over the terms and conditions of employment. 29 U.S.C.  1581 d)
Contractors/subtenants are stripped of all negotiating power in obtaining union approval in setting
wages
and other initial terms of employment. 29 U.S.C.  158(d1
The unions are given an unfair advantage in the collective bargaining process.

How would the proposed bill impact existing small businesses?
Earlier this year, the Port Commissioners laid out the performance goals & objectives for the POS CEO:
Re-energize social responsibility efforts to increase participation by local small and disadvantaged
businesses.
DBE eligibility is determined by personal net worth, rather than the number of locations. So, the
Directive's applicability to concessionaires owning more than three locations, is a barrier to participation
and sties expansion for DBEs.

Cecilia Cordova, Esq. / Connell Cordova Hunter & Gautschi, pllc
Legal representative of Filo Foods, LLC and BF Foods, LLC, both DBEs at SeaTac International Airport
1325 Fourth Avenue, Suite 1500, Seattle, WA 98101 / 206-583-0050 ext 119 / ccordova@cchglaw.com

In opposition to the POS Worker Retention Directive
Page 2 of 4
To compete, the DBEs are forced to hire and retain a prior tenant's workforce, an unfair labor practice
prohibited by the NLRA and the US. Supreme Court.
Involuntary unionization would be required for any concessionaire desiring to bid for concessions
opportunities, an unfair labor practice prohibited by the NLRA.
In a recent lawsuit the court found that the current agreement between the unions and the Port of Seattle,
requires third party businesses to join the union and submit a Labor Harmony Plan (approved by the
union) before their subleases/leases can be renewed. Flying Eagle Espresso, Inc. v. Host Int 'l, Inc., No.
C04-1551P, 2005 US. Dist. LEXIS 37679, at 26 (W.D. Wash.Sept. 21, 2005).
The Port of Seattle has been enjoined from enforcing involuntary unionization. CityIce
v. Port of Seattle
(C99-1647BJR, Dkt. No. 29).
Specically, the Port is prohibited from engaging in "any conduct that interferes, either by the Port's
actions or inactions, with the exercise of the federally protected rights of  third parties using Port
facilities to assign work to their own employees ..." La;
Increases risk of litigation if a predecessor employee is not hired or is discharged. Compels layoffs of
hand-picked and loyal staff, in order to hire the predecessor's employees. Interrupts business &
damages goodwill.
Street pricing requirement further restrains the DBEs ability to competitively bid
on concessions
opportunities, since the increased costs cannot be countered by increased pricing.

Worker Retention Directive Violates Protections under NLRA

The Directive undermines typical "employee retention" goals. Typically, employee retention are
strategies to hire, identify and retain your best and most talented staff, crucial to the health and long-
term success of a business. This directive undermines this federally protected right and
coerces the
incoming concessionaire to hire the predecessor's workforce for the rst six months of operation.
The restraint on hiring its own workforce is coupled with the unbargained for inability to discharge
without "demonstrated cause." This interferes with the bargaining process, a federally protected right.
The design of the directive ensures the incumbent union will be recognized and remains the bargaining
representative for the incoming concessionaire. This involuntary unionization interferes with the
concessionaire's federally protected right afforded under the NLRA.
A court order has enjoined the Port of Seattle from violating contractor's rights, represented by the
protections afforded under the NLRA, provides the right to operate free from any other activities or
conspiracies aimed at conditioning its continued operation on involuntary unionization. CityIce v. Port
01 Seattle (C99-1647BJR, Dkt. No. 29).
The directive compels the third party to hire the predecessor's employees, forcing the third party to
accept a collective bargaining agreement it did not negotiate. Another violation of collective bargaining
rights protected under the NLRA.

Preemption Applies to the Worker Retention Requirements
The directive's practical effect is to mandate involuntary unionization, which interferes with collective
bargaining, thus forbidden by federal law.
"It is by now a commonplace that in passing the NLRA Congress largely displaced state regulation of
industrial relations." Wis. Dep't of Industry, Labor & Human Relations v. Gould Inc, 475 US. 282, 286,
106 S.Ct. 1057, 89 L.Ed.2d 223 11986).
A court order prohibits the Port from engaging in any conduct that interferes with a third parties'
exercise of the federally protected right to assign work to their own employees. Cimlce v. Port of
Seattle (C99-1647BJR, Dkt. No. 29).
Cecilia Cordova, Esq. / Connell Cordova Hunter & Gautschi, pllc
Legal representative of Filo Foods, LLC and BF Foods, LLC, both DBEs at SeaTac International Airport
1325 Fourth Avenue, Suite 1500, Seattle, WA 98101 / 206-583-0050 ext 119 / ccordova@cchglaw.com

In opposition to the POS Worker Retention Directive
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Forcing or requiring an employer to join a labor organization is an unfair labor practice under 29 U.S.C.
157. Section 8 of the NLRA.
Congress intended to leave the area of successorship obligation to be controlled by the free play of
economic forces, not subject either to state law or to the control of the National Labor Relations Board
(NLRB) ...and therefore, Machinists preemption applies." Machinists v. Wisconsin Eleoyment
Relations Comm'n, 427 US. 132, 150, 96 S.Ct. 2548, 49 L.Ed.2d 396 119761
One of the two types of federal labor law preemption, known
as "Machinists preemption," forbids both
the NLRB and States from regulating conduct that Congress intended "to be controlled by the free
play
of economic forces." Machinists at 140.
"Pre-emption may be either express or implied, and 'is compelled whether Congress' command is
explicitly stated in the statute's language or implicitly contained in its structure and purpose.' Shaw
v.
Delta Air Lines Inc. 463 US. at 95 103 S.Ct. at 2899
To escape preemption: the directive must neither "encourage nor discourage the collective-bargaining
processes that are the subject of the NLRA." Metropolitan Life Ins. Co. v. Massachusetts (1985) 471
US. 724, 755, 105 S.Ct. 2380, 85 L.Ed.2d 728.
The Supreme Court has made clear and reiterated the point that "the purchaser [of
a business] is not
obligated by the Act to hire any of the predecessor's employees..." Golden State Bottling Co.
v. NLRB
(1973) 414 US. 168, 184, fn. 6, 94 S.Ct. 414, 38 L.Ed.2d 388.
When the successor employer has not at any time employed a majority of its workers who
were formerly
employees of the predecessor, then the successor employer has no duty to bargain. NLRB v. Burns
International Security Services, Inc, 1972, 406 US. 272, 280-81, 11. 5, 92 S.Ct. 1571, 32 L.Ed.2d 61.
Thus, by compelling the successor contractor to retain the predecessor's employees, the proposed law
would affect the bargaining process by imposing an obligation to bargain
on the successor contractor or
interfere with the employees' right to require the successor contractor to bargain with their
representative. This activity is prohibited as an unfair labor practice and is preempted by the NLRA.

Successor Liabili Imposes a Duty to Bargain,which violates the Act
An employer has a duty under  8(a)(5) of the NLRA to bargain collectively with the chosen
representative, if chosen by a majority of its own employees. See 29 U.S.C.  15 8(a)(5)(1998).
A successor employer, with substantial continuity, is also under a legal duty to bargain with the union
established under the predecessor employer. Fall River Dyeing & Finishing Corp.
v. NLRB, 482 US. 27,
36-41, 43, 107 S.Ct. 2225, 96 L.Ed.2d 22 (1987).
Successor employer status is triggered by choosing to employ the same workers in the
same jobs as
predecessor employer, thus imposing a duty to bargain with the predecessor union or risk violating the
Act. See id. at 41. The directive takes away the choice.

Potential Section 1983 action arising from government interference with federally-protected rights.
Section 1983 provides a federal remedy for "the deprivation of any rights, privileges,
or immunities
secured by the Constitution and laws, including Violations of federal statutory as well
as constitutional
rights. See Felder v. Casey, 487 US. 131, 139, 108 S.Ct. 2302, 2307, 101 L.Ed.2d 123 (1988).
The Port satises the "state actor" requirement by virtue of being a municipal governmental entity.
The 1983 claim provides a remedy "against all forms of ofcial Violation of federally protected rights."
Monell v. New York City Dept. ofSocial Services, 436 US. 658, 700-701, 98 S.Ct. 2018, 2040-2041, 56
L.Ed.2d 611 (1978).
The concessionaires have a right to operate free from  any other activities or conspiracies aimed at
conditioning its continued operation on involuntary unionization, and, under certain circumstances, 

Cecilia Cordova, Esq. / Connell Cordova Hunter & Gautschi, pllc
Legal representative of Filo Foods, LLC and BF Foods, LLC, both DBEs at SeaTac International Airport
1325 Fourth Avenue, Suite 1500, Seattle, WA 98101 /206-583-0050 ext 119 / ccordova@cchglaw.com

In opposition to the POS Worker Retention Directive
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Page 4 of 4
1983 represents a bulwark against that kind of activity." Flying Eagle Espresso
v. Host International, et
al. 2005 WL 2318827, US. District Ct  WD Washington Sept. 2005)
,
The Port increases its risk of a Section 1983 action against it, if the proposed directive is enacted.

The Scoring Preference gives preference to larger Prime Concessionaires
Until 2003-2004, Host International had a 41 year monopoly providing food and beverage services at
SeaTac Airport.
The purpose of the ACDBE program, is to increase opportunities and create
a level playing eld for
minority and women-owned small businesses to operate as concessionaires in the nation's airports. The
DBEs will be disadvantaged in their bids, unless they accept and retain
an already unionized workforce,
surrendering control over hiring and retaining staff.
Larger Prime Concessionaires, such as Host International, Hudson and Concessions International, will
again receive preferential treatment in their responses to Requests for Proposals.

Port of Seattle Mission is not furthered by the Directive's Objectives

The Port's primary mission is to invest public resources to advance trade and
commerce, promote
industrial growth, stimulate economic development, and create jobs. (adopted August 2009. Port of
Seattle Mission.)
Port of Seattle Constituents: All residents in King County.
There is no compelling state interest to support the directive.
It supplants one set of employees at the expense of another set of employees.
The directive puts the new concessionaire in a lose-lose situation by forcing them to lay-off their
own
employees and to forego offering employment to other King County residents.
It thwarts the Port's commitment to small business.

Conclusion: Why Vote "No" on the proposed Worker Retention Directive?

Federal labor law preempts the authority of the POS to interfere with an employer's federally protected
right to assign work to its employees and to collectively bargain, all unfair labor practices under NLRA
The Port "may not  'add to an employer's federal legal obligations in collective bargaining....' "
(Machinists, supra, 427 US at p. 147.)
Protects Unite HERE'S union franchise to the exclusion of other unions and other companies.
Supplants one set of employees with another set of employees.
Vulnerability to Section 1832 lawsuits for interfering with federally protected rights under the NLRA.
The CityIce injunction prohibits the Port from enforcing involuntary unionization.
Counter to the Port's commitment to increasing participation by local, small and disadvantaged
businesses.

For more information or for questions, please contact:

Cecilia Cordova, Esq.
206-583-0050 ext 119
ccordova@cchglaw.com

Cecilia Cordova, Esq. / Connell Cordova Hunter & Gautschi, pllc
Legal representative of Filo Foods, LLC and BF Foods, LLC, both DBEs at SeaTac International Airport
1325 Fourth Avenue, Suite 1500, Seattle, WA 98101 / 206-583-0050 ext 119 / ccordova@cchglaw.com