Item 6b Memo

PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA             Item No.      6b 
Date of Meeting     June 30, 2009 
DATE:    June 23, 2009 
TO:     Tay Yoshitani, Chief Executive Officer 
FROM:    Michael Ehl, Director, Airport Operations 
George England, Program Leader, Aviation Capital Improvement Program 
SUBJECT:  Lift the suspension and restart the entire Rental Car Facility (RCF) program,
authorize additional funds required to complete the program, process suspension
change orders and allow a one-time change order policy adjustment. 
ACTION REQUESTED: Request for authorization for Chief Executive Officer to: 
1)  Lift the suspension on and to restart the entire RCF program given the successful sale of
bonds to finance the program; and 
2)  Prepare contract documents; execute and award outside professional services agreements; 
prepare and execute outside utility agreements; and perform contract administration and
execution for the Bus Maintenance Facility (BMF) and Off-Site Roadway Improvements 
(ORI) as part of the RCF (CIP# 102167) project at Seattle-Tacoma International Airport
(Airport) for an additional $591,670 for a total authorization to date of $6,610,000; and 
3)  Prepare contract documents; perform construction services; execute and award outside
professional services agreements; prepare and execute outside utility agreements; advertise
and award major and small works contracts; pre-purchase materials and equipment including
contract award and execution; perform contract administration and execution; issue letter to
Turner Construction Company (Turner) to lift the suspension on the RCF GC/CM contract;
and re-baseline the schedule for restarting the RCF and Main Terminal Improvements (MTI) 
as part of the RCF Construction (CIP #100266) project at the Airport for an additional
$27,826,000 for a total authorization to date of $350,260,970; and 
4)  Execute multiple change orders for an estimated not to exceed value of $16.8 million and up
to 260 calendar days of contract time extension for the suspension/restarts costs and schedule
impacts; and 
5) Revise the Commission notification requirements for the cumulative total of all change
orders established under Resolution 3605 from 10% to 18%, a one-time change specific only
for the RCF GC/CM Total Construction Contract (TCC).

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 2 of 16 

SYNOPSIS: 
On December 15, 2008, the Commission authorized the suspension of most work under the
contract for construction of the RCF for a period not to exceed one year. The financial markets
have made significant improvements in the past seven months making it possible for the Port to
secure a combination of short and long-term financing for the RCF program in a manner that
poses less risk to the Port's liquidity. 
The total cost and time impact of the suspension is dependent on the specific date that the
Commission lifts the suspension allowing staff to restart the program. Remobilization and
construction restart will begin after the Port issues the restart notice and it is estimated to take
two to four weeks for work on-site to fully resume. The estimated cost of the suspension is at
$25.8 million and with a construction delay of up to 260 days based on issuing a restart notice
effective July 1, 2009. 
In addition to the $25.8 million in suspension related cost, staff has also identified the need for
an additional $6.2 million in budget, not related to the suspension, but required to complete the
entire program. This total increase of $32 million, which includes some amount of contingency, 
requires a $6,973,300 increase to the original program budget of $412.3 authorized in May 2008,
bringing the total program budget to $419.3 million. This revised budget was used in the
financial analysis for the bond issue. The items requiring additional budget include a 0.5%
increase in the Washington State sales tax, increased overhead allocations due to changes to the
organization, increased general administrative overheads in meeting the revised procurement
requirements, additional scope (mostly utility related), and corrections for errors made in the
initial program budget completed in 2007. 
The RCF GC/CM contract was negotiated based on the 90% construction documents with a
100% conforming design development allowance and an anticipated scope allowance. Zero-cost
change orders are issued to approve expenditures from these allowances. To date, several no-cost
change orders have been executed for approved expenditures of $186k, with another
$2.18million under review and negotiation within the 100% conforming design development
allowance. The anticipated scope allowance currently has no expenditures. Approved
expenditures from these two allowances will be reported to Commission in the monthly RCF
briefing. 
The Port and Turner have been discussing the estimated cost and schedule impacts to the RCF
GC/CM contract based on work resuming in July. With the first round of information received
by Turner and their subcontractors, staff has estimated up to $16.8 million in contractor claims
and up to 260 calendar days of time extension associated with the suspension/restart. There are
fifty-four (54) first-tier subcontractors managed by Turner. Up to 60 change orders will have to
negotiated and executed to settle these costs and adjust the contract time. Given the significant
impact of the suspension and to minimize time and costs processing Commission memorandums

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 3 of 16 

and notifications required under Resolution 3605, staff recommends a blanket authorization for
executing these suspension/restart change orders. The Commission will be notified as to the final
amounts of these change orders via the monthly RCF program update. 
In addition, the suspension/restart change orders represent approximately 8% of the original
contract total. Resolution 3605 requires Commission notification when the cumulative total of all
change orders exceeds 10% of the contract. Staff recommends a one-time adjustment to this 
threshold increasing it from 10% to 18% for only the RCF GC/CM TCC.
A number of future requested actions will be required to authorize the remaining work to
complete the entire program. 
PROJECT DESCRIPTION AND JUSTIFICATION: 
The RCF program includes four main projects: the RCF, BMF, ORI, and MTI. The project
statement and objectives listed below focus on the primary RCF project. 
Project Statement: 
Deliver a consolidated RCF at South 160th Street and International Boulevard by the end of second
quarter of 2012. 
Project Objectives: 
Accommodate rental car operational needs to match an Airport activity level of 45 Million
Annual Passengers 
Accommodate approximately ten full-service rental car companies and provide flexibility for
market share changes 
Provide equipment and facilities necessary for a consolidated busing operation 
Minimize overall program capital costs and facility operating and maintenance costs 
Minimize the impacts to the surrounding community 
Meet the requirements of applicable permits, codes and agreements, including the Interlocal
Agreement with the City of SeaTac 
Minimize impacts to future Airport and non-Airport development projects

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 4 of 16 

PROJECT SCOPE OF WORK AND SCHEDULE: 
Scope of Work: 
The RCF program includes four main projects, and is described in the following paragraphs and
attached exhibits. 
The RCF project includes the construction of a five-level structure totaling approximately two
million square feet and is shown in Exhibit A. Four of the five levels provide ready/return and
fuel/wash areas, while the fifth level provides the customer service building, bus curbs and
staging, employee parking, and other drop-off/pick-up areas all to support rental car operations. 
The BMF project includes the construction of a 22,000 square foot bus maintenance facility, a
bus wash/clean area, a compressed natural gas (CNG) fueling facility, a bus parking area, and an
employee parking area. These facilities will support the consolidated rental car busing operation
and the existing employee parking busing operation as shown in Exhibit B. 
The ORI project includes the construction of improvements to the transportation system
surrounding the RCF. These improvements include the widening of International Blvd. and
South 160th St., construction of a new on-ramp to eastbound State Route 518, and the
reconstruction of both Host Rd. and the westbound State Route 518 off-ramp to International
Blvd. 
The MTI project includes the construction of bus curbs and other associated improvements at
each end of the arrivals curbside at the Main Terminal to support the consolidated rental car
busing operation. 
Schedule: 
Re-start RCF program and facility construction: July 2009 
RCF Start-up of Operations: Second Quarter 2012 
STRATEGIC OBJECTIVES: 
This project supports the Port's strategy to "Ensure Airport Vitality" and to "Exhibit
Environmental Stewardship through our Actions." The RCF program provides a long-term
solution for rental car operations at the Airport. In addition, the RCF and BMF projects are
pursuing a sustainable design and are considering the total cost of ownership as part of
significant design decisions. The consolidated rental car busing operation will also be supported
by a fleet of CNG powered buses in an effort to address regional air quality concerns.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 5 of 16 

BUSINESS PLAN OBJECTIVES: 
This project supports the Aviation Division's Non-Aeronautical Business Plan Strategy. The
RCF program provides a long-term solution for rental car operations at the Airport, which
contributes to the Airport's non-airline net income. 
FINANCIAL ANALYSIS: 
Capital Budget/Authorization Summary: 
The following capital budget and authorization summary is for the RCF program and includes
the RCF Environmental Review (CIP #C100444), RCF Schematic Design (CIP #C101610), RCF 
Design (CIP #C102167), RCF Construction (C#100266), and Rental Car Buses (CIP #C800032).
This summary does not include the RCF Property Acquisition (CIP #C101110). 
Approved    Budget    Current     Current
Description       2009 Budget    Change   Revised Budget  Authorization 
Rental Car Facility (RCF)    $322,958,700   $27,813,300   $350,772,000   $322,946,000 
Bus Maint. Facility (BMF)     $21,072,000    $7,210,000    $28,282,000    $3,446,830 
Off-Site Road Imp. (ORI)     $18,083,000    $1,459,000    $19,542,000    $2,977,100 
Main Terminal Imp. (MTI)     $3,023,000     $360,000     $3,383,000     $583,746 
Cons. Busing Operation      $17,327,000         $0    $17,327,000          $0 
Program Sub-Total        $382,463,700   $36,842,300   $419,306,000   $329,953,676 
Unallocated Contingency     $29,869,000  ($29,869,000)          $0         $0 
Program Total           $412,332,700    $6,973,300   $419,306,000   $329,953,676 
Requested Authorization              $28,417,670 
Remaining Budget to be Authorized              $60,934,654 
As identified in the table above there is a wide range of budget changes for the RCF program that 
are described below. The result of all of these budget changes is the full allocation of the
remaining unallocated contingency and a budget increase of $6,973,300. While there is no
unallocated contingency remaining for the RCF program, each project does include appropriate
contingencies for continuing design development, escalation, construction, and hazardous
materials. 
RCF: the total budget for the RCF project increases by $27,813,300 consisting of 
$17,010,000 in suspension related construction costs (delay claims, payments for utilities,
escalation, insurance, and claims contingency); $1,596,000 for sales tax on the additional
construction suspension costs; $5,930,000 in suspension related soft costs (up to 12 months
delay and time extension); $3,226,000 in additional soft costs (preparing as-builts drawings,

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 6 of 16 

design claims, increased overhead, administrative overhead, and increased staffing), and
$51,300 in minor budget transfers and corrections. 
BMF: the total budget for the BMF project increases by $7,210,000 for adding the CNG
fueling facility, fit-out of the employee parking maintenance bays, utility design and
construction costs, escalation on owner provided furniture/equipment, the sales tax increase,
and additional soft costs (for a 12 month schedule extension, increased overhead,
administrative overhead, staff changes, and minor budget corrections). 
ORI: the total budget for the ORI project increases by $1,459,000 for utility design and
construction costs, hazardous materials removal and disposal (potential contaminated soils), 
the sales tax increase, and additional soft costs (for 12 month schedule extension, increased
overhead, administrative overhead, staff changes, and other minor budget corrections). 
MTI: the total budget for the MTI project increases by $360,000 for escalation on 
construction costs, the sales tax increase, and additional soft costs (for schedule extension,
increased overhead, increased administrative overhead and staff changes). 
The following capital budget and authorization summary is for RCF Design (CIP #C102167) and
includes the design and advance work for the BMF and ORI projects. The design and advance
work for the RCF and MTI projects is included in RCF Construction (CIP #C100266). 
Original Budget                              $4,551,330 
Budget Increase                                $591,670 
Budget Transfers                              $1,467,000 
Revised Budget                             $6,610,000 
Previous Authorizations                          $6,018,330 
Current request for Authorization                     $591,670 
Total Authorizations, including this request              $6,610,000 
Remaining Budget to be Authorized                       $0 
The following capital budget and authorization summary is for RCF Construction (CIP
#C100266) and includes the design and advance work for the RCF and MTI projects, and the
construction of the RCF program.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 7 of 16 

Original Budget                             $360,793,256 
Budget Increase                              $6,381,630 
Budget Transfers                             $26,693,738 
Revised Budget                            $393,868,624 
Previous Authorizations                        $322,434,970 
Current request for Authorization                   $27,826,000 
Total Authorizations, including this request            $350,260,790 
Remaining Budget to be Authorized                $43,607,834 
Project Cost Breakdown: 
For the requested Authorization for RCF Design (CIP #C102167): 
Construction costs                                    $0 
Sales tax                                             $0 
Outside professional services                         $309,667 
Other                                      $282,003 
Total                                         $591,670 
For the requested Authorization for RCF Construction (CIP #C100266): 
Construction costs                             $17,010,000 
Sales tax                                      $1,596,000 
Outside professional services                       $5,930,000 
Other                                     $3,290,000 
Total                                       $27,826,000 
Change Orders: 
The Commission authorized staff to use the GC/CM contracting approach to construct the RCF
project and Turner was selected as the contractor. As standard practice with GC/CM contracting,
to facilitate the start of construction and to take advantage of a favorable bidding market, first
round of bids (approximately 83% of the estimated construction value) were received and based
on the 90% Construction Documents. The Port and Turner negotiated several allowances within
the TCC to cover anticipated cost that could not be fully defined during development of the
TCC. Monies are approved for expenditures within these allowances are contained within the
TCC, and do not increase the original construction contract unless the allowances are exceeded.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 8 of 16 

RCF GC/CM Contract: 
Maximum Allowable Construction Cost (MACC)               $161,717,850 
Risk Reserve                                          $5,775,121 
MACC Contingency (2%)                             $3,334,160 
Total MACC                                 $170,829,131 
Negotiated Support Services (Reimbursables)                    $15,145,816 
GC/CM Fee (7.4%)                                 $13,724,446 
100% Conforming Design Development Allowance                $8,371,329 
Anticipated Scope Allowance                              $5,944,063 
General Conditions/Additional Insurance                       $11,484,914 
Total Construction Contract (TCC)                       $224,837,739 
Allowances within the Total Construction Contract: 
The majority of the sub-bid packages have been bid and awarded. 100% Contract Documents
were issued to Turner and the process of conforming the contract documents from 90% to final
design began. Cost proposals were received in fall '08 and review and negotiations are
underway. No-cost change orders authorizing $186k of expenditures from the 100% conforming
design development allowance have been executed. The review and negotiation of another $2.18 
million of costs is in the process of being finalized into subsequent no-cost change orders. The
anticipated scope allowance currently has no expenditures. 
Due to the high bids received last year for ornamental metals, this scope of work was revised and
the work package will be rebid after the suspension is lifted. The bid costs for the ornamental
metals will primarily be paid using the 100% conforming design and anticipated scope
allowances and may consume a significant portion of these allowances. Approved expenditures
from these two allowances are within the previously authorized budget of $322,434,970 for the
RCF Construction. No additional budget or funding is required for these approved expenditures.
Approved expenditures from these two allowances will be reported to Commission in the
monthly RCF briefing. 
Suspension/Restart Change Orders: 
There are fifty-four (54) first-tier subcontractors on this project. Turner and staff have estimated
the suspension/restart costs based on preliminary information from subcontractors at up to 
$16,800,000 with a time extension of up to 260 calendar days. Turner is working on a revised

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 9 of 16 

construction schedule that will be submitted to the Port by end of July showing new turnover
milestone dates and substantial completion dates. Turner anticipates submitting all
suspension/restart contractor cost proposals to the Port by end of July, with cost and schedule
impacts based on their revised schedule. Up to 60 change orders will have to negotiated and
executed to settle these costs and adjust the contract time over the next several months.
Due to the complex nature of suspension/restart on construction contracts, an auditing firm will
be used to support the change order effort. The GC/CM contract has a Disputes Review Board,
which has been actively engaged in discussing the various elements of suspension/restart cost
impacts, justification, validation and documentation. Staff may issue unilateral change orders
when costs cannot be resolved in a timely way. Lastly, since extended schedules typically incurs
a higher cost to the owner, staff and Turner will also be looking for selected acceleration to
reduce the time extension required and reduce the extended overhead cost impacts. 
Given the significant impact of the suspension and to minimize time and costs processing
Commission memorandums and notifications required under Resolution 3605, staff recommends
a blanket authorization for executing these suspension/restart change orders. The Commission
will be notified as to the final amounts of these change orders via the monthly RCF program
update. The anticipated schedule and cost impacts are included in the additional $27,826,000
being requested. 
One-Time Change Order Policy Adjustment: 
The estimated $16.8 million of suspension/restart change orders represent approximately 8% of
the original contract total. Resolution 3605 requires Commission notification when the
cumulative total of all change orders exceeds 10% of the contract. Staff recommends a one-time
adjustment to this threshold increasing it from 10% to 18% for only the RCF GC/CM TCC.
Source of Funds: 
The RCF Design (#C102167) and Construction (#C100266) projects are included in the 2009-
2013 capital budget and plan of finance as committed projects. The source of funds for these
projects, as identified in the plan of finance, includes Customer Facility Charge (CFC) revenues,
bonds paid by CFC revenues, and the Airport Development Fund. 
The total cost for the RCF program is estimated at $419,306,000 of which $407,096,000 is
anticipated to be funded by CFC revenues or bonds paid by CFC revenues. The remaining
$12,210,000 is anticipated to be funded by the Airport Development Fund. The $12.2 million
represents the portion of the BMF project needed to support the Port's employee parking busing
operations, the completion of the Small Operator Area tenant improvements, the installation of a
Wi-Fi system for customers, and the installation of Common Use Self-Service (CUSS) kiosks as
part of the RCF project.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 10 of 16 

On October 21, 2008, the Commission authorized up to $20 million in interim funding from the
Airport Development Fund for the RCF program. With the impending successful sale of the
bonds and the implantation of the financing plan for the RCF program, the $20 million in interim
funding will be refunded to the Airport Development Fund. 
Financial Analysis: 
The project is categorized as a Revenue/Capacity Growth project. This project represents a
business expansion of our existing rental car operations. 
CIP Category                 Revenue/Capacity Growth 
Project Type                  Business Expansion 
Risk adjusted Discount Rate        See below 
Key risk factors                 See below 
Project cost for analysis            $419,306,000 
Business Unit (BU)              Operations, Landside  Rental Cars 
Effect on Business Performance      See below 
IRR/NPV                N/A, see below 
CPE Impact                 Less than $0.01 in 2012 
As a cost recovery project, tradition financial analysis measures such as net present value (NPV)
and internal rate of return (IRR) are not meaningful. The CFC is set and adjusted as needed to
cover the costs paid be CFC's (including debt service). The current CFC is $5.00 per transaction
day. We anticipate that the CFC would need to increase to accommodate the anticipated CFC
funded costs (bond requirements and consolidated busing) by the start up of RCF operations in
early 2012. Assuming the total project costs identified above, the CFC would likely be increased
to $6.50 per transaction day. 
The aviation-funded costs for the BMF project (approximately $9.6 million) are costs associated
with the Port's employee parking busing operation. Over time, the employee parking business
unit sets the monthly employee parking rates to approach recovering its estimated actual costs. 
The costs for the Small Operator Area tenant improvements (approximately $1,178,000) are
anticipated to be recovered through a rent surcharge to the small operator area rental car
concessionaires. However, if space is vacant within the Small Operator Area, not all of the costs
may be recovered. 
The costs for the CUSS kiosks (approximately $1,033,000), will be recovered through the
Airline rate base, and will result in less than a $0.01 increase in the Costs per Enplanement
(CPE) in 2012.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 11 of 16 

SUSTAINABILITY AND LIFE CYCLE COSTS: 
During the design development process, the project team has evaluated options that consider the
total cost of ownership as part of the decision process. Currently, the RCF program has identified
the following up-front capital costs, annual operating costs, and estimated annual renewal and
replacement costs: 
Annual Operating &  Annual Renewal &
Description          Capital Costs    Maintenance Costs   Replacement Costs 
Rental Car Facility (RCF)      $350,772,000      $6,863,600         $3,079,000 
Bus Maint. Facility (BMF)      $28,282,000       $435,500       Included Above 
Off-Site Road Imp. (ORI)       $19,542,000        N/A            N/A 
Main Terminal Imp. (MTI)       $3,383,000        N/A        Included Above 
Cons. Busing Operation        $17,327,000      $8,177,200        $1,640,000 
Totals   $419,306,000     $15,476,300         $4,719,000 
The annual operation and maintenance costs for the RCF project will be the responsibility of the
rental car companies. The annual renewal and replacement costs will be funded by CFC revenues
and are included in the overall financial plan for the RCF program. 
The majority of the annual operation and maintenance costs, as well as the annual renewal and
replacement costs, for the BMF project will be funded by CFC revenues and are included in the
overall financial plan for the RCF program. The remaining costs will be captured as part of the
employee-parking program. 
The annual operation and maintenance costs, as well as the annual renewal and replacement
costs, for the improvements completed with the ORI project will be the responsibility of the City
of SeaTac and the Washington State Department of Transportation. 
The annual operation and maintenance costs, as well as the annual renewal and replacement
costs, for the MTI project will be funded by CFC revenues and are included in the overall
financial plan for the RCF program. 
The annual operation and maintenance costs, as well as the annual renewal and replacement
costs and fleet expansion costs, for the consolidated busing operation will be funded by CFC
revenues and are included in the overall financial plan for the RCF program.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 12 of 16 

ALTERNATIVES CONSIDERED AND THEIR IMPLICATIONS: 
Three alternatives were considered for the RCF program. These alternatives include the
following: 
Alternative 1 Do-Nothing: Under this alternative the suspension would continue until the
Port can secure more long-term financing than might currently be available. If continuation
of the suspension extends beyond the previously authorized year then the suspension
effectively becomes alternative 2. As reported on December 15, 2008, the estimate cost
impact under this alternative could be up to $85 million, which would require termination of
the contractor and hence require a new design and bidding process. This large cost and
schedule impact makes this alternative unattractive. This is not the recommended alternative. 
Alternative 2 Termination for Convenience: Under this alternative, the Port would terminate
its contract with Turner. This alternative has the most significant impact of the alternatives
considered. Suspending construction and terminating the contract would involve: 1) the
suspension of as many as 2,500-3,000 jobs, 2) up to $20 million in contractor claims, 3) up to
$65 million in additional project costs for re-design, re-bid, commodity and labor cost
increases, 4) additional operating costs to maintain the stormwater water quality treatment
facilities on the RCF site, and 5) rental car operational impacts depending on the length of
time (6 months to two years) before construction is restarted. The RCF project would be rebid
, and the bus purchase, BMF, ORI, and MTI projects would be delayed until long-term
funding is secured. Given the uncertainty of when the project would be re-bid, the current
lease with the rental car companies would be allowed to expire on October 31, 2009 and a
new bidding process would be implemented for space in the Main Garage. Given the already
crowded conditions that exist for the rental car companies operating in the Main Garage, it is
quite likely that the number of companies in the Main Garage would be reduced because of
the new lease. This would lead to additional courtesy vehicle traffic on International Blvd.
and the Airport terminal roadway system due to the increase in off-site rental car companies.
This is not the recommended alternative. 
Alternative 3 Restart the Project: Under this alternative, the Port would direct Turner to
resume full construction activities to complete the RCF by the end of 2011. This alternative
results in the lowest cost impact to the Port and the program which amounts to $6,973,300. 
The overall program schedule will be re-baselined to support a spring 2012 completion date.
This is the recommended alternative. 
TRIPLE BOTTOM LINE: 
The RCF program will provide a long-term solution for rental car operations at the Airport. The
business agreement, at a minimum, will lead to a nearly full cost recovery model with minimal
impacts to the CPE. The region will continue to receive the economic benefit of the Airport
rental car market. In addition, with the completion of the environmental review efforts, adverse

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 13 of 16 

environmental or community impacts were minimized by vehicle miles traveled on local streets
by a significant number and replacing high emission rental car shuttles with CNG buses. 
BACKGROUND: 
On May 13, 2008, the Commission authorized funding for the construction of the RCF. The
source of funding at the time of the authorization was expected to be CFC revenues and bonds 
backed by CFC revenues that were to be issued in 2008.
On July 1, 2008, the Commission passed Resolution No. 3600, as amended, authorizing the
issuance of CFCbacked revenue bonds to fund all of the RCF program costs. These bonds
would have been secured solely by CFC revenues. Due to deteriorating market conditions, the
Port decided not to proceed with the bond issue at that time. Since then, credit markets in
general, and the taxable municipal market in particular, had worsened and the Port had not been
able to proceed with this transaction. 
On October 14, 2008, the Commission authorized the use of general Airport funds in the amount
not to exceed $20 million as interim funding to allow continuation of RCF program in support of 
the original May 2011 program target. This budget was established using Turner's estimated
cash flow projection for the entire construction as provided to the Port in September. It was
thought to be sufficient to fund construction through the end of March 2009, by which time
longer-term financing would be secured. 
In early November 2008, Turner provided a revised cash flow estimate that showed faster
spending than previously communicated. The two major factors behind this were 1) the
exceptionally dry weather in the fall that allowed significantly more construction activity than
previously estimated and 2) updated cash flow data with subcontractor input resulting in higher
estimated projected construction expenditures through March 2009. Project expenditures would 
now exceed the previously approved $20 million in interim funding as well as the accumulated
CFC revenues by the end of December or early January 2009.
The Port and Turner immediately began analyzing various alternatives and associated cash
flows. A key assumption in this analysis was that access to long-term credit markets would 
continue to be constrained for the near future. Because of this analysis, the Port directed Turner
to slow down construction by deferring non-critical-path work in November 2008. In addition,
staff developed three alternatives for the Commission's consideration. On December 15, 2008, 
the Commission authorized the suspension of most work under the RCF construction contract for
a period not to exceed one year. Design for the BMF and ORI projects would continue and be
funded by the continuing CFC revenues. 
On May 12, 2009, the Commission was briefed on the proposed financing plan for the entire
RCF program. Earlier this month, the Commission also completed the first and second readings

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 14 of 16 

for a number of resolutions to provide the financing for the RCF program and authorized the
design of the CNG fueling facility as part of the BMF project. 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS: 
The following list of previous Commission actions or briefings are only related to the design and
construction of the RCF program and do not include the related property acquisition actions. 
February 9, 1998, the Commission authorized $2,125,000 for the solicitation and execution
of contracts for outside professional services for preparation of project analysis reports
(PARs). The RCF project is one of three projects that undertook the PAR process with a total
budget of $790,000. 
June 27, 2000, the Commission authorized $412,000 to complete post PAR pre-design and
project definition for the RCF project. 
March 27, 2001, the Commission authorized $3,500,000 for the completion of schematic
development for the RCF project. 
July 8, 2004, the Commission was briefed on the status of the RCF program. 
October 12, 2004, the Commission was briefed on the status of the RCF program. 
November 9, 2004, the Commission authorized $18,675,000 for the completion of facility
design for the RCF project, and for procurement of a GC/CM for the delivery of the project. 
May 24, 2005, the Commission heard the first reading and on June 14, 2005, the Commission
passed Resolution No. 3542 which imposed a CFC on customers of rental car companies
accessing the Airport for the purposes of financing, designing, constructing, operating, and
maintaining a consolidated RCF and common use transportation equipment and facilities, 
which are used to transport customers between the consolidated RCF and other Airport
facilities. 
January 9, 2007, the Commission was briefed on the status of the RCF program. 
February 27, 2007, the Commission authorized $9,210,183, including $6,460,183 in
additional design funding for the RCF program and $2,750,000 for preconstruction services
and for demolition of buildings on the RCF site. 
April 30, 2007, the Commission authorized $1,800,000 for a five-year Cost Advancement
Agreement for technical consulting services to support the Airport rental car concessionaires
in their deliberations with the Airport. 
June 12, 2007, the Commission authorized $870,000 in additional design funding for
technical consulting services to support the Airport Rental Car Concessionaires.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 15 of 16 

January 22, 2008, the Commission was briefed on the reassessment of the RCF alternatives
and the status of the RCF program. The Commission imposed a moratorium of undefined
duration on the program. 
February 26, 2008, the Commission deferred action on the project and requested a Project
Management Plan be created. 
March 11, 2008, the Commission authorized $5,000,000, including $850,000 for additional
design funding for the RCF program and $4,150,000 for additional preconstruction services
and for preparation of the RCF site for construction. 
April 22, 2008 the Commission was briefed on the status of the RCF program. 
May 13, 2008, the Commission authorized 1) $3,574,300 in additional design funds for the
RCF program, 2) the award of the GC/CM contract to Turner Construction Company and
$286,500,000 for the construction of the RCF project, and 3) the execution of a change order
in the amount of $1,606,710 for additional construction staff and logistics facilities. 
June 3, 2008 the Commission authorized a Change Order exceeding $200,000 for the RCF
project. 
June 10, 2008, the Commission heard the first reading and on July 1, 2008, the Commission
passed Resolution No. 3599, which amends and restates Resolution 3542 and requires Port
staff to raise the CFC to satisfy all of the obligations of the Bonds. 
June 10, 2008, the Commission heard the first reading and on July 1, 2008, the Commission
passed Resolution No. 3600, which authorized the issuance and sale of special facility CFC
revenue bonds in series in the aggregate principal amount not to exceed $425,000,000 for the
RCF program. 
June 24, 2008 the Commission was briefed on the status of the RCF program. 
August 5, 2008 the Commission authorized a Change Order exceeding $200,000 for the RCF
project. 
August 26, 2008 the Commission was briefed on the status of the RCF program. 
September 23, 2008 the Commission was briefed on the status of the RCF program. 
October 21, 2008, the Commission authorized the use of up to $20,000,000 in general
Airport funds to provide temporary funding for the RCF program. 
October 28, 2008 the Commission was briefed on the status of the RCF program. 
November 11, 2008 the Commission was briefed on the status of the RCF program and
authorized $552,000 for the ORI project for design and advance utility relocations.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
June 18, 2009 
Page 16 of 16 

December 15, 2008 the Commission authorized the suspension of most work under the
contract for construction of the RCF project for an indefinite period, not to exceed one year.
Design for the BMF and ORI projects would continue. 
January 27, 2009 the Commission was briefed on the status of the RCF program and
financial markets. 
March 5, 2009 the Commission was briefed on the status of the financial markets and
financial plan options for the RCF program. 
May 12, 2009 the Commission was briefed on the proposed financial plan for the RCF
program. 
June 2, 2009, the Commission heard the first reading and on June 9, 2009, the Commission
passed Resolution No. 3619, which authorized the issuance and sale of revenue bonds in the
aggregate principal amount not to exceed $425,000,000 for the RCF program. 
June 2, 2009, the Commission heard the first reading and on June 9, 2009, the Commission
passed Resolution No. 3620, which authorized the issuance and sale of Subordinate Lien
Revenue Bond Anticipation Note in the principal amount not to exceed $100,000,000 for the
RCF program. 
June 2, 2009 the Commission authorized $607,000 for the BMF project for design of the
CNG Fueling Facility and the advance relocation of facilities. 
June 9, 2009, the Commission heard the first reading and on June 23, 2009, the Commission
passed Resolution No. 3621, which authorized the issuance and sale of CFC Revenue Bond 
Anticipation Note in the principal amount not to exceed $100,000,000 for the RCF program. 
June 23, 2009 the Commission was briefed on the upcoming action request to lift suspension
and to restart the entire RCF program.

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