PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA 
Item No.           6g 
Date of Meeting  December 15, 2009 
DATE:    November 18, 2009 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    James R. Schone, Director, Aviation Business Development 
Jeff Wolf, Manager, Aviation Business Development and Analysis 
SUBJECT:  Amendment to Extend the License Agreement for The Wireless Communication
Access System with New Cingular Wireless PCS, LLC, formerly AT&T
Mobility, for Cellular Service at Seattle-Tacoma International Airport 
REQUESTED ACTION 
Request for authorization for the Chief Executive Officer to execute an Amendment (Attachment
A) for a five (5)-year extension with New Cingular Wireless PCS, LLC (AT&T), formerly
AT&T Mobility, for the License Agreement (Attachment B) for the Wireless Communication
Access System (WCAS) for cellular communication service at Seattle-Tacoma International 
Airport (Airport), under new negotiated terms. 
SYNOPSIS 
Port staff seeks approval for an extension to the License Agreement for cellular service at the 
Airport. The License Agreement is set to expire on December 31, 2009. Port staff evaluated
several options for continued cellular service and recommends extending the current License
Agreement for an additional five (5) years. Per the terms of the current License Agreement, the
Port, in its sole and absolute discretion, may extend the term of the License Agreement for one
(1) five (5)-year term. 
After a competitive bid process in 2003, AT&T was awarded the WCAS License Agreement to
operate the cellular network at the Airport. AT&T implemented a business model common in the
cellular industry in which any and all interested cellular companies could utilize the network
through sub-License Agreements with AT&T. Three other carriers (Verizon, Sprint, and TMobile
) became sub-Licensees and continue to operate on the network today. Through the sub-
License Agreements, each carrier was, and continues to be, responsible for its pro-rata share of
system capital costs. Thus, the initial installation and implementation cost of the system in excess
of $5 million was shared amongst the aforementioned carriers. In addition, each carrier pays an
equivalent license fee (including AT&T) to utilize the network.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
November 18, 2009 
Page 2 of 7 

Port staff negotiated new terms for the proposed five (5)-year extension including an increase in
the guaranteed payment to the Port from $185,880 to $200,000, per year, and an increased
license fee from $7,745/carrier, per month, to the equivalent of $8,333/carrier, per month.
Assuming all of the current carriers continue their sub-License Agreements, the annual license
fee to the Port would increase from $371,760 to $400,000, equating to over $28,000 additional
revenue per year and over $140,000 over the five (5)-year term. As part of the negotiations to
achieve the increased license fee, one additional five (5)-year option, at the Port's sole discretion,
has been included. In addition, a tiered license fee structure was incorporated in the proposed
extension to incentivize the carriers to add an additional carrier to the network. If achieved, each
carrier would pay the equivalent of $8,000 per month, compared to the $8,333 per month 
mentioned above if no new carrier signs on to the network. If a new carrier is added, the Port will
realize additional annual license fees of $108,000, or more than $540,000 over the five (5)-year
term. The new proposed terms are comparable to, or exceed, other similar airports. 
The proposed extension not only benefits the Port through increased license fees, but also
benefits the travelling public through continued access to reliable and consistent cellular
telephone coverage at the Airport. 
BACKGROUND 
Earlier Procurement and History: 
In early 2003, the Port initiated a process to establish a dedicated wireless communication
system at the Airport in an effort to provide improved cellular telephone coverage at the Airport.
The new system was to provide consistent, seamless coverage for cellular telephones at the
Airport, including the terminal building, as well as landside and airside facilities. Up until that
time, cellular telephone coverage was based on the availability of signals generated from
antennas located off Airport properties, and was neither consistent nor reliable. The Port initiated
a Request for Proposals (RFP) to design, install, and operate a radio frequency voice and data
system at the Airport called the Wireless Communication Access System (WCAS). This was an
intentional effort to enhance the availability of cellular and data services to passengers at the
Airport. The WCAS contains two separate components, the Wireless Cellular Network (WCN)
and Wireless Data System (WDS) and utilizes a series of antennas and network and cabling
infrastructure called the Distributed Antenna System (DAS). The WCN enables wireless
communication for paging devices, cellular telephone service, and radio and cellular data
service, i.e. data transmission utilizing cellular telephones (text messages). The WDS is
comprised of a Wi-Fi system which allows laptops and other mobile devices to connect to the
internet. 
As part of the RFP and WCAS License Agreement, the selected respondent was required to
design and operate the WCN to function as a non-exclusive, hosted intermediary between
participating wireless communication providers and allow WCN access to all providers in a non-

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
November 18, 2009 
Page 3 of 7 

discriminatory fashion. In addition, some of the key goals contained within the RFP for the
WCAS included (as stated in the RFP in 2003): 
1.  Establish reliable seamless wireless communications coverage through the creation of
a common, non-discriminatory, comprehensive communications access system using
state-of-the-art technology within the Airport premises. 
2.  Enable equal access to all wireless service providers within the constraints of space
available for communications equipment within the Airport's facilities and the
financial viability of operating the WCN as a for-profit interest. 
3.  Provide comprehensive WCAS coverage for use by Airport operations, airline
operations, tenant and concessionaire operations, and passengers. 
Through the RFP process, the Port selected AT&T to establish the WCAS and upon completion
of the build-out of the system during 2004, entered into the WCAS License Agreement
beginning January 1, 2005. 
The build-out of the WCAS required a substantial investment by AT&T, initially estimated in
the RFP response at $2.7 million, with a final cost exceeding $5 million. This amount was
funded entirely by AT&T. 
In its effort to successfully implement the WCAS and allow for shared access to the system,
AT&T structured a business model commonly utilized in the wireless industry. The model
enacted by AT&T to account for the shared responsibility of initial cost and use of the network 
includes sub-License Agreements between carriers and AT&T, the main Licensee. This type of
agreement required each carrier to pay for its pro-rata share of the WCAS installation. Although
the wireless industry is extremely competitive, the carriers implement this shared model and
commonly co-locate antennas on towers and at important venues across the country, like the
Airport, to provide cellular telephone coverage to their customers. In addition, through the
WCAS sub-License Agreements, each carrier is responsible for paying equal license fee
amounts, thus leveling the playing field and allowing open and equitable use of the system. In
the case of the Airport, AT&T is the main Licensee to the Port with the other carriers acting as
sub-Licensees to AT&T. At other locations, each operating independently of one another,
carriers other than AT&T act as the "lead" carrier and operate the wireless communications
system, with AT&T a co-locating participating carrier. In this way, each carrier is allowed access
to networks without being required to pay for the entire cost of each network. Currently,
Verizon, Sprint, and T-Mobile have sub-License Agreements with AT&T to provide cellular
wireless service through the WCN, all utilizing the same antenna system (DAS). All of the
carriers were responsible for their portion of the build-out costs and pay equal fees to utilize the
WCN. Further, if an additional carrier signs on to the network, it too would be required to
contribute its pro-rata share of system costs and pay the current license fee. Port staff anticipates
that all the current carriers will extend their sub-License Agreements with AT&T in conjunction
with this five-year extension.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
November 18, 2009 
Page 4 of 7 

2009 Negotiations: 
Port staff negotiated new terms with AT&T for the five (5)-year extension period which
increases the guaranteed payment portion to the Port, and also increases the license fee paid by
each carrier, as outlined in Scope of Work below. As part of the extension negotiation process,
AT&T requested that in addition to the five (5)-year extension, one additional five (5)-year
option be included, again at the Port's sole discretion, mainly due to the high initial investment in
both the cellular system and Wi-Fi system. Port staff agreed to this request in exchange for
increased license fees, as mentioned above. Port staff believes the new terms within the five (5)-
year extension are comparable to, or exceed, other Airport agreements. Below is a chart that
compares the new terms to other U.S. airports for cellular service: 
Contract Type         Term          Rent
Shared antenna system = DAS  5-years with one 5-year
Seattle                                              $400,000 per year
(Distributed Antenna System)         option
No DAS. Separate agreements with
5-years with one 5-year $84,000 per year, per carrier
San Jose     four carriers for lease space for
option           or $336,000/year
antennas
Space is leased for separate                    $22,000 - $46,000 per year,
Portland                             Not known
antennas                             per carrier
No DAS. Separate agreements with
3-years with several 1-
Salt Lake City    three carriers for lease space for                     $360,000 per year
year options
antennas
Space is leased for separate
5-years with 5-year
Jacksonville   antennas. Number of carriers varies                   $120,000 per year
option
by concourse
Los Angeles, San  DAS system being implemented  To be determined with   To be determined with
Francisco, Las    soon. Currently lease space for   implementation of new  implementation of new DAS
Vegas, Phoenix       separate antennas         DAS system.         system.

As mentioned above, as part of the installation of the WCAS, the selected respondent was
required to build the WDS for Wi-Fi service at the Airport, as Port staff believed is was cost
efficient to install a Wi-Fi system in conjunction with the installation of the new cellular
telephone system. Upon completion of the installation of the Wi-Fi system, the Port immediately
took ownership of these assets. Management of the Wi-Fi system was not included in the WCAS
License Agreement. At the time, Port staff evaluated several options for management of the Wi-
Fi system and ultimately decided to enter into a separate Management Agreement with a 3rd 
party (AT&T) which commenced January 1, 2005. Upon expiration of the Management
Agreement for the Wi-Fi system on December 31, 2009, Port ICT staff will take over
management and operation of the system. At this time, Port staff is seeking approval for
extension solely of the WCAS License Agreement for cellular telephone service at the Airport.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
November 18, 2009 
Page 5 of 7 

SCOPE OF WORK 
Included below is a comparison of the terms of the current License Agreement and the proposed 
five (5)-year extension: 
Current License Agreement        Five (5)-Year Extension
Five (5)-years from 1/1/2005 through    Five (5)-years from 1/1/2010
Term
12/31/2009              through 12/31/2014
Yes. One, five (5)-year option at the   Yes. One, five (5)-year option at
Extension        Port's sole discretion from 1/1/2010   the Port's sole discretion from
through 12/31/2014         1/1/2015 through 12/31/2019
Equivalent to $8,333/carrier, per
month or $400,000 total per year.
NOTE: if AT&T signs on an
$7,745/carrier, per month or $371,760
License Fee                                 additional carrier by 7/1/2010, a
per year
fee equivalent to $8,000/carrier,
per month or $480,000 total per
year, will be applied
$185,880 per year (based on two carrier
MAG (Minimum                       MAG will be set at $200,000 per
minimum at current license fee amount
Annual Guarantee)                            year with annual escalation
above)
Equivalent to enplanement
Based on enplanement growth relative
Escalation                                     growth, maximum of 3% and
to base year (commencement date).
minimum of 0%, per year

STRATEGIC OBJECTIVES 
This proposal supports the strategy of "Ensuring Airport and Seaport Vitality" by continuing
necessary services, such as cellular telephone service, and improving the financial return to the
Airport. 
ALTERNATIVES CONSIDERED/RECOMMENDED ACTION 
Alternative 1: Exercise Five (5)-Year Extension with New Terms 
Port staff has negotiated new terms with AT&T for the extension period, including an
increase in MAG (Minimum Annual Guarantee) and in the license fee. Exercising the five
(5)-year extension would allow for a seamless continuation of cellular telephone service at
the Airport beginning 1/1/2010. AT&T has provided excellent service via the current License

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
November 18, 2009 
Page 6 of 7 

Agreement and associated sub-License Agreements with all major carriers. Port staff believes
this option is the most beneficial to all parties involved. This is the recommended alternative. 
Alternative 2: Do Nothing 
The current WCAS License Agreement with AT&T to operate the WCN is set to expire
12/31/2009. Upon expiration, there would be no cellular service provider(s) for coverage at
the Airport. Thus, a dedicated cellular telephone network would not be available at the
Airport and cellular coverage would be severely degraded. Passengers may or may not
receive cellular telephone coverage, dependent on the wireless company providing service.
Cellular telephone service would rely on off-Airport antennas which for some, or possibly all
companies, may not be adequate to supply coverage at the Airport. This is not a
recommended alternative. 
Alternative 3: Re-Bid the License Agreement 
Port staff considered a competitive bid process for continued cellular service at the Airport.
After industry and market review, Port staff determined the current License Agreement, with
renegotiated terms including increased payments to the Port, was competitive with cellular
contracts/agreements at other airports. In addition, the current License Agreement allows for
sub-License Agreements with other carriers. Throughout the term of the current License
Agreement, all of the major cellular companies have signed sub-License Agreements with
AT&T. The sub-License Agreements act as "pass-through" agreements whereby the carriers
pay equivalent license fees and share responsibility for network costs. Due to these factors,
Port staff determined a competitive bid process would not be beneficial to parties involved. 
This is not a recommended alternative. 
Alternative 4: Exercise Five (5)-Year Extension with Current Terms 
The WCAS License Agreement allows for one, five (5)-year extension at the Port's sole
discretion. Under this alternative, the License Agreement would be extended under its current
terms. As Port staff was able to negotiate improved terms, including increased guaranteed
fees and increased license fees, this is not a recommended alternative. 
FINANCIAL IMPLICATIONS 
If AT&T continues with the current set of four (4) carriers with sub-License Agreements, total
annual license fees will total $400,000, representing a $28,000 increase per year over the current
License Agreement. Over the five (5)-year extension, this translates into approximately
$140,000. This increase is due to a higher license fee equivalent to $8,333/month, per carrier, 
compared to the current $7,745/month, per carrier. 
To help incentivize additional carriers to utilize the WCN, a somewhat lower license fee will
apply to all carriers if an additional, new carrier signs a sub-License Agreement with AT&T that
does not already have a sub-License Agreement. It is important to note that even the lower
incentive license fee is still an increase over the current fee. If a new carrier signs on, a fee

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
November 18, 2009 
Page 7 of 7 

equivalent to $8,000/month, per carrier will apply to all carriers. This fee would be applied in
place of the new $8,333/month fee mentioned above. As a result, with the addition of a new
carrier to the network, total revenues to the Port of Seattle will increase to $480,000 per year,
representing a $108,000 increase per year compared to the current License Agreement. Over the
five (5)-year extension, this translates into approximately $540,000. 
Extension with
Current License   Five (5)-Year  Additional Signed
Agreement    Extension      Carrier
Total Annual        $371,760      $400,000       $480,000
License Fees       (4 Carriers)     (4 Carriers)     (5 Carriers)
Annual Increase in
License Fees          n/a        $28,240       $108,240
Estimated Five (5)-
Year Total Increase
in License Fees         n/a        $141,200       $541,200

ECONOMIC IMPACTS 
Cellular coverage is an extremely valuable service to the traveling public. Although direct
economic impacts are minimal, the indirect impact of cellular service is substantial. Airport
travelers depend on cellular services for both business and personal matters. A disruption in
service could have significant impacts. 
PREVIOUS COMMISSION ACTION 
On January 27, 2004, the Commission approved execution of the WCAS License Agreement
with AT&T. 
ATTACHMENTS 
Attachment A: First Amendment to License Agreement for Wireless Communication Access
System (5 pages) 
Attachment B: License Agreement for Wireless Communication Access System (63 pages)