Port of Seattle Regular Commission Meeting May 27, 2025 Page 1 of 208 COMMISSION REGULAR MEETING AGENDA May 27, 2025 To be held virtually via MS Teams and in person at the Seattle-Tacoma International Airport - Conference Center, International Room, located at 17801 International Blvd, Seattle WA, Mezzanine Level. You may view the full meeting live at meetings.portseattle.org. To listen live, call in at +1 (206) 800-4046 or (833) 209-2690 and Conference ID 486 116 990# ORDER OF BUSINESS 10:30 a.m. 1. CALL TO ORDER 2. EXECUTIVE SESSION - if necessary, pursuant to RCW 42.30.110 (executive sessions are not open to the public) ► 12:00 a.m. - PUBLIC SESSION Reconvene or Call to Order and Pledge of Allegiance 3. APPROVAL OF THE AGENDA (at this time, commissioners may reorder, add, or remove items from the agenda) 4. SPECIAL ORDERS OF THE DAY 5. EXECUTIVE DIRECTOR'S REPORT 6. COMMITTEE REPORTS 7. PUBLIC COMMENT - procedures available online at https://www.portseattle.org/page/public-comment-portcommission-meetings During the regular order of business, those wishing to provide public comment (in accordance with the Commission's bylaws) on Commission agenda items or on topics related to the conduct of Port business will have the opportunity to: 1) Deliver public comment via email: All written comments received by email to commission-publicrecords@portseattle.org will be distributed to commissioners and attached to the approved minutes. Written comments are accepted three days prior to the meeting and before 9.a.m. on the day of the meeting. Late written comments received after the meeting, but no later than the day following the meeting, will be included as part of the meeting record. 2) Deliver public comment via phone or Microsoft Teams conference: To take advantage of this option, please email commission-public-records@portseattle.org with your name and agenda item or topic related to the conduct of Port business you wish to speak to by 9:00 a.m. PT on Tuesday, May 27, 2025. (Please be advised that public comment is limited to agenda items and topics related to the conduct of Port business only.) You will then be provided with instructions and a link to join the Teams meeting. 3) Deliver public comment in person by signing up to speak on your arrival to the physical meeting location: To take advantage of this option, please arrive at least 15 minutes prior to the start of any regular meeting to sign-up on the public comment sheet available at the entrance to the meeting room to speak on agenda items and topics related to the conduct of Port business. Founded in 1911 by a vote of the people as a special purpose government, the Port of Seattle's mission is to promote economic opportunities and quality of life in the region by advancing trade, travel, commerce, and job creation in an equitable, accountable, and environmentally responsible manner. Page 2 of 208 PRELIMINARY AGENDA - Port of Seattle Commission Regular Meeting of May 27, 2025 Page 2 of 3 For additional information, please contact commission-public-records@portseattle.org. 8. CONSENT AGENDA (consent agenda items are adopted by one motion without discussion) 8a. Approval of the Regular Meeting Minutes of May 13, 2025, and Special Meeting Minutes of May 20, 2025. (no enclosure) 8b. Approval of the Claims and Obligations for the Period of January 1, 2025, through January 31, 2025, Including Accounts Payable Check Nos. 955972 through 956486 in the Amount of $14,082,510.47; Accounts Payable ACH Nos. 070508 through 073228 in the Amount of $104,416,075.67; Electronic Fund Transfer Nos. 069383 through SXL383-512 in the Amount of $29,698,916.75; Payroll Check Nos. 227556 through 228026 in the Amount of $144,161.01; and Payroll ACH Nos. 1227495 through 1234749 in the Amount of $25,660,986.20, for Total Payments of $174,002,650.10. (memo enclosed) Approval of the Claims and Obligations for the Period of February 1, 2025, through February 28, 2025, Including Accounts Payable Check Nos. 956487 through 956892 in the Amount of $9,400,090.63; Accounts Payable ACH Nos. 071487 through 072202 in the Amount of $64,969,784.42; Electronic Fund Transfer Nos. 069398 through 069408 in the Amount of $122,874,968.46; Payroll Check Nos. 228027 through 228465 in the Amount of $149,755.51; and Payroll ACH Nos. 1234750 through 1239817 in the Amount of $18,763,469.82, for Total Payments of $216,158,068.84. (memo enclosed) Approval of the Claims and Obligations for the Period of March 1, 2025, through March 31, 2025, Including Accounts Payable Check Nos. 956893 through 957329 in the Amount of $8,688,166.33; Accounts Payable ACH Nos. 072203 through 073021 in the Amount of $63,208,399.44; Electronic Fund Transfer Nos. 069409 through 069420 in the Amount of $13,647,454.10; Payroll Check Nos. 228466 through 228758 in the Amount of $107,873.37; and Payroll ACH Nos. 1239818 through 1244648 in the Amount of $20,233,924.08, for Total Payments of $105,885,817.32. (memo enclosed) 8c. Adoption of Resolution No. 3837: A Resolution Authorizing the Issuance and Sale of Intermediate Lien Revenue and Refunding Bonds in One or More Series in the Aggregate Principal Amount of Not-to-Exceed $950,000,000, for the Purpose of Financing or Refinancing Costs of Port Projects and for the Purpose of Refunding Certain Outstanding Revenue Bonds of the Port; Setting Forth Certain Bond Terms and Covenants; and Delegating Authority to Approve Final Terms and Conditions and the Sale of the Bonds. (memo, resolution, and presentation enclosed) 8d. Authorization for the Executive Director to Complete the Design for the Parking Garage Rehabilitation Project at Seattle-Tacoma International Airport for an Additional Requested Amount of $6,785,000, for a Total Authorization of $8,885,000. (CIP C#801307) (memo and presentation enclosed) Commissioners: Ryan Calkins ■ Sam Cho ■ Fred Felleman ■ Toshiko Hasegawa ■ Hamdi Mohamed Executive Director: Stephen P. Metruck To contact commissioners: 206-787-3034 For meeting records and information: commission-public-records@portseattle.org 206-787-3210 www.portseattle.org Page 3 of 208 PRELIMINARY AGENDA - Port of Seattle Commission Regular Meeting of May 27, 2025 Page 3 of 3 8e. Authorization for the Executive Director to Approve the Office of Equity, Diversity, and Inclusion to Invest $208,500 in Aviation Security Training for the Next Three Years 2026 - 2028 for the Purpose of Providing Aviation Security Training to Seattle-Tacoma International Airport Employees and Near-Port Community Members. (memo enclosed) 8f. Authorization for the Executive Director to Increase Funding to Complete S Concourse Evolution Base Building Design, to Execute a Professional Services Contract for Design Services and Construction Bid Packages for the A6 Widebody Remediation, to Advertise and Execute Construction Contracts for Cargo 3, Cargo 6, and Gate D6, to Advertise and Execute a Program Specific Contract for Special Testing and Inspection, to Modify the Existing United Airlines Lease for the Cargo 3 Maintenance Facility, and to Transfer Scope and Budget of $25,000,000 from CIP #C801375 to #CIP C801203 for Gate A6 Widebody Remediation, in the Total Requested Amount of $125,000,000. (memo and presentation enclosed) 10. NEW BUSINESS 10a. Commission Adoption of Order No. 2025-07: An Order to Direct the Executive Director to Evaluate Issuing Airport SIDA Badges to Union Representatives for the Purpose of Supporting Represented Employees. (order enclosed) 11. PRESENTATIONS AND STAFF REPORTS 11a. Workforce Development Annual Report. (memo and presentation enclosed) 11b. SEA Stakeholder Advisory Round Table (StART) Annual Report. (memo, priorities one-pager, 2025 legislative priorities, report policy working group, report aviation noise working group, annual report, agenda summary, and presentation enclosed) 11c. Diversity in Contracting 2024 Annual Report and Resolution No. 3836: Amending the Diversity in Contracting Directive Policy to Increase Women and Minority Business Opportunities Briefing. (memo 1, memo 2, attachment 1, attachment 2, and presentation enclosed) 12. QUESTIONS on REFERRAL to COMMITTEE and CLOSING COMMENTS 13. ADJOURNMENT Commissioners: Ryan Calkins ■ Sam Cho ■ Fred Felleman ■ Toshiko Hasegawa ■ Hamdi Mohamed Executive Director: Stephen P. Metruck To contact commissioners: 206-787-3034 For meeting records and information: commission-public-records@portseattle.org 206-787-3210 www.portseattle.org Page 4 of 208 P.O. Box 1209 Seattle, Washington 98111 www.portseattle.org 206.787.3000 APPROVED MINUTES COMMISSION REGULAR MEETING May 13, 2025 The Port of Seattle Commission met in a regular meeting Tuesday, May 13, 2025. The meeting was held at the Port of Seattle Headquarters Building Commission Chambers, located at 2711 Alaska Way, Seattle Washington, and virtually on Microsoft Teams. 1. CALL to ORDER The meeting was convened at 10:32 a.m. by Commission President Toshiko Hasegawa. 2. EXECUTIVE SESSION pursuant to RCW 42.30.110 The public meeting recessed into executive session to discuss two items regarding Litigation/Potential Litigation/Legal Risk per RCW 42.30.110(1)(i) and National Security per RCW 42.30.110(1)(a)(i) for approximately 60 minutes, with the intention of reconvening the public session at 12:00 p.m. Following the executive session, the public meeting reconvened at 12:04 p.m. Commission President Toshiko Hasegawa led the flag salute. 3. APPROVAL of the AGENDA The agenda was approved, as amended, with Agenda Item 8j removed from the Consent Agenda. 4. SPECIAL ORDERS OF THE DAY 4a. Proclamation Recognizing May as Asian American and Native Hawaiian/Pacific Islander Heritage Month. Requested document(s) included a proclamation. Presenter(s): Erica Chung, Commission Strategic Advisor, Commission Office Vy Donnelly, Assistant Director, Aviation Finance and Budget Alpa Olszewski, Senior Engineering Design Technician, Design Services Tania Park, EDI System Change Program Manager, Office of Equity, Diversity and Inclusion Clerk Hart read Item 4a into the record and Executive Director Metruck introduced the item. Digital recordings of the meeting proceedings and meeting materials are available online - www.portseattle.org. Page 5 of 208 PORT COMMISSION MEETING MINUTES TUESDAY, MAY 13, 2025 Page 2 of 8 Members of the Port Employee Resource Group HAPI read the proclamation into the record. Members of the Commission thanked HAPI representatives for their reading and representation; spoke in favor of the proclamation, to their support for equity, diversity, and inclusion, and to uplifting diverse communities. The motion, made by Commissioner Cho, carried by the following vote: In favor: Calkins, Cho, Felleman, Hasegawa, and Mohamed (5) Opposed: (0) 5. EXECUTIVE DIRECTOR'S REPORT Executive Director Metruck previewed items on the day's agenda and made general and meetingrelated announcements. 6. COMMITTEE REPORTS There were no committee reports presented. 7. • • • • • PUBLIC COMMENT The following person spoke in support of the Office of Equity, Diversity, and Inclusion and thanked the Port for its continued support of its values in this regard: Ed Goodman, port employee. The following person spoke in support of Port cargo and cruise operations and with respect to REAL ID requirements and acceptable forms of identification: Ron Manwell, ILWU. The following person spoke regarding Agenda Item 10a and construction projects included within the bond action, noting the impacts on near-airport community residents: Brian Davis, Burien resident. In lieu of spoken comment, written comment expressing appreciation for the Office of Equity, Diversity, and Inclusion at the Port and the Port's commitment to its values and support of its employees was submitted by: Matt Breed, port employee. In lieu of spoken comment, written comment regarding the proposed disposal of the Paragon outdoor sculpture located at the Port's shoreside park along the Duwamish River and asking the Port to speak on behalf of its preservation was submitted by: Bill Farmer, art advocate. [Clerk's Note: All written comments are combined and attached here as Exhibit A.] 8. CONSENT AGENDA [Clerk's Note: Items on the Consent Agenda are not individually discussed. Commissioners may remove items for separate discussion and vote when approving the agenda.] 8a. Approval of the Regular Meeting Minutes of April 22, 2025. 8b. Monthly Notification of Prior Executive Director Delegation Actions April 2025. Request document(s) included an agenda memorandum for information only. Minutes of October 27, 2020, submitted for review on November 5, 2020, and proposed for approval on November 10, 2020. Page 6 of 208 PORT COMMISSION MEETING MINUTES TUESDAY, MAY 13, 2025 8c. Page 3 of 8 Authorization for the Executive Director to Execute a Sole Source Contract with Alstom Transport USA Inc. for On-Site Technical Services Support for the Satellite Transit System at Seattle-Tacoma International Airport, for a Base Contract of Five Years' Duration with Five One-Year Optional Extensions, for a Not-to-Exceed Amount of $5,200,000. Request document(s) included an agenda memorandum. 8d. Authorization for the Executive Director to Authorize Additional Funding in the Amount of $350,000 to Complete Additional Scope of Work for the Construction of the Entry Area to the Former Highliner at the C-15 Building at Fishermen's Terminal as Part of the Fisherman's Terminal ADA Compliance Project, for a Total ADA Phase 2 Estimated Project Cost of $1,605,899. (CIP #C801198). Request document(s) included an agenda memorandum. 8e. Authorization for the Executive Director to Execute a New Collective Bargaining Agreement Between the Port of Seattle and the International Brotherhood of Teamsters, Local 117, Representing Police Sergeants at the Police Department for the Port of Seattle Covering the Period from January 1, 2025, through December 31, 2027. Request document(s) included an agenda memorandum and agreement. 8f. Authorization for the Executive Director to Increase Project Funding to Allow for Completion of Procuring Airfield Snow Equipment, in the Requested Amount of $600,000, for a Total Estimated Project Cost of $12,570,000. (CIP #C801227). Request document(s) included an agenda memorandum. 8g. Authorization to Execute Settlement Agreement for Recovery of Cleanups Costs at Terminal 91. Request document(s) included an agenda memorandum. 8h. Authorization for the Executive Director to Execute a Contract Extension with Passur for its Noise Monitoring and Flight Tracking System for a Period Not-to-Exceed Ten Years in the Contract Extension Amount Not-to-Exceed $4,000,000. Request document(s) included an agenda memorandum. 8i. Authorization for the Executive Director to Take All Steps Necessary to Complete the 3rd Floor Ground Transportation Booth Enhancements Project at Seattle-Tacoma International Airport, in the Increased Amount of $1,200,000, for a Total Authorization Amount of $5,000,000. (CIP #C801128). Minutes of October 27, 2020, submitted for review on November 5, 2020, and proposed for approval on November 10, 2020. Page 7 of 208 PORT COMMISSION MEETING MINUTES TUESDAY, MAY 13, 2025 Page 4 of 8 Request document(s) included an agenda memorandum and presentation. 8j 1. Commission Determination that a Competitive Process is Not Appropriate or Cost Effective in Accordance with RCW 53.19.020(5) and Authorization for the Executive Director to Execute a Contract with Maritime Blue for the Quiet Sound Program in the Requested Amount of $250,000. Request document(s) included an agenda memorandum and presentation. The motion for approval of consent agenda items 8a, 8b, 8c, 8d, 8e, 8f, 8g, 8h, and 8i carried by the following vote: In favor: Calkins, Cho, Felleman, Hasegawa, and Mohamed (5) Opposed: (0) ITEMS REMOVED FROM THE CONSENT AGENDA 8j. Commission Determination that a Competitive Process is Not Appropriate or Cost Effective in Accordance with RCW 53.19.020(5) and Authorization for the Executive Director to Execute a Contract with Maritime Blue for the Quiet Sound Program in the Requested Amount of $250,000. Request document(s) included an agenda memorandum and presentation. Presenter(s): Sarah Ogier, Director, Maritime Environment and Sustainability Jon Sloan, Senior Manager, Environmental Programs Clerk Hart read Item 8j into the record and Executive Director Metruck introduced the item. The motion to approve Agenda Item 8j was made by Commissioner Felleman. The motion, to postpone Item 8j to a time certain of June 10, 2025, made by Commissioner Felleman, carried by the following vote: In favor: Calkins, Cho, Felleman, Hasegawa, and Mohamed (5) Opposed: (0) [Clerk's Note: This item will come back for consideration on June 10, 2025, under 'Unfinished Business.'] 1 Agenda Item 8j was removed from the Consent Minutes of October 27, 2020, submitted for review on November 5, 2020, and proposed for approval on November 10, 2020. Page 8 of 208 PORT COMMISSION MEETING MINUTES TUESDAY, MAY 13, 2025 9. Page 5 of 8 UNFINISHED BUSINESS There was no unfinished business presented. At this time, Executive Director Metruck and Members of the Commission recognized Dan Thomas, Chief Financial Officer for the Port, in his pending retirement. They spoke regarding the financial accomplishments of the Port during his tenure and regarding Dan's long history with the Port. 10. NEW BUSINESS 10a. Introduction of Resolution No. 3837: A Resolution of the Commission of the Port of Seattle Authorizing the Issuance and Sale of Intermediate Lien Revenue and Refunding Bonds in One or More Series (the "2025 Revenue Bonds"), in the Aggregate Principal Amount of Not-to-Exceed $950,000,000 for the Purposes of Financing Capital Improvements to Aviation Facilities and Refunding Certain Outstanding Revenue Bonds of the Port; Setting Forth Certain Bond Terms and Covenants; and Delegating Authority to Approve Final Terms and Conditions and the Sale of the Bonds. Requested document(s) included an agenda memorandum, resolution, and presentation. Presenter(s): Scott Bertram, Manager, Finance and Budget Clerk Hart read Item 10a into the record and Executive Director Metruck introduced the item. The presentation addressed: • sale and issuance of intermediate lien revenue and refunding bonds; • the Draft Plan of Finance anticipates the use of new revenue bonds to fund $3.4 billion of Airport capital investments from 2025-2029; • purpose of the bonds - funding for capital projects and refunding of existing bonds; • funding airport capital investments; • next steps - meeting with the credit rating agencies; bond sale scheduling; and bond closing scheduled for August 21, 2025. Discussion ensued regarding: • status of the bond market; • legacy rates on bonds and variation; • where projected savings on the bond sale comes from and terms of the bonds; • debt service ratio taken into consideration; • contingencies included in the package, including funding of debt service reserve; • projects included not increasing capacity; and • community engagement around the projects included. The motion, made by Commissioner Cho, carried by the following vote: In favor: Calkins, Cho, Felleman, Hasegawa, and Mohamed (5) Opposed: (0) Minutes of October 27, 2020, submitted for review on November 5, 2020, and proposed for approval on November 10, 2020. Page 9 of 208 PORT COMMISSION MEETING MINUTES TUESDAY, MAY 13, 2025 Page 6 of 8 11. PRESENTATIONS AND STAFF REPORTS 11a. S Concourse Evolution Base Building Remaining Design Funds and Facilitating Projects Construction Briefing. Presentation document(s) included an agenda memorandum and presentation. Presenter(s): Arif Ghouse, Interim Aviation Managing Director, Aviation Director's Office Keri Stephens, Director, Aviation Facilities and Capital Programs Clerk Hart read Item 11a into the record and Executive Director Metruck introduced the item. The presentation addressed: • the S Concourse Evolution Project (SCE) - part of Upgrade SEA; • project collaboration is ongoing across airport teams to align efforts and ensure successful delivery; • pre-construction engagement will include media events, stakeholder tours, and updates via social media and the project website; • the scope of the project to renew the existing S Concourse facility to support airport operations for another 50 years; • current design; • facilitating projects addressing construction impacts; • Gate A6 modifications to support wide-body types of international aircraft; • project schedule; and • next steps. Discussion ensued regarding: • concerns related to funding commitments; • prioritizing capital programs budgets; • completing the upgrade for safety and security; • new airport, dining, and retail opportunities in the base building; and • management of gate utilization. 11b. 2024 Environment and Sustainability Annual Report. Presentation document(s) included an agenda memorandum and presentation. Presenter(s): Sandra Kilroy, Senior Director, Environment and Sustainability Sarah Cox, Director, Aviation Environment and Sustainability Sarah Ogier, Director, Maritime Environment and Sustainability Mallory Hauser, Manager, Environment and Sustainability Communications and Reporting Clerk Hart read Item 11b into the record and Executive Director Metruck introduced the item. Minutes of October 27, 2020, submitted for review on November 5, 2020, and proposed for approval on November 10, 2020. Page 10 of 208 PORT COMMISSION MEETING MINUTES TUESDAY, MAY 13, 2025 Page 7 of 8 The presentation addressed: • building a sustainable and resilient Port; • 2024 accomplishments in reporting categories - healthy lands and habitat; cleaning up contaminated sites; protecting water quality; reducing waste; charting the course to zero emissions; building resilient and sustainable infrastructure; environmental permitting and planning; lessening the impact of aircraft noise; practicing equity, diversity; and inclusion; and engaging the community; • awards and recognitions; and • looking ahead in sustainability, land and water, and noise management. Discussion ensued regarding: • year-over-year comparison of data to show the progression of emissions reductions; • mitigation credits; • providing a graphic that shows scopes 1, 2, and 3 emissions together; and • status of noise mitigation in 2025. 11c. 2024 Annual Report for the Office of Equity, Diversity, and Inclusion. Presentation document(s) included an agenda memorandum, report and presentation. Presenter(s): Bookda Gheisar, Senior Director, Office of Equity, Diversity and Inclusion Jay Doran, EDI Policy and Communications Program Manager, Office of Equity, Diversity and Inclusion Tania Park, EDI System Change Program Manager, Office of Equity, Diversity and Inclusion Clerk Hart read Item 11c into the record and Executive Director Metruck introduced the item. The presentation addressed: • background of equity program implementation at the Port; • equity policy directive elements; • systems change and organizational transformation; • results-based accountability; • the belonging and inclusion survey; • 2025 work and priorities; and • next steps. Members of the Commission thanked the Office of Equity, Diversity, and Inclusion team for their work. Discussion ensued regarding the Port's commitment to equity, diversity, and inclusion and defending against attacks on these programs. 12. QUESTIONS on REFERRAL to COMMITTEE and CLOSING COMMENTS Commissioner Felleman congratulated both Chief Financial Officer Dan Thomas and Environmental Program Manager George Blomberg on their upcoming retirements; and separately, congratulated Commissioners running for office unopposed in 2025. Minutes of October 27, 2020, submitted for review on November 5, 2020, and proposed for approval on November 10, 2020. Page 11 of 208 PORT COMMISSION MEETING MINUTES TUESDAY, MAY 13, 2025 13. Page 8 of 8 ADJOURNMENT The meeting adjourned at 3:04 p.m. Prepared: Attest: Michelle M. Hart, Commission Clerk Sam Cho, Commission Secretary Minutes approved: May 27, 2025 Minutes of October 27, 2020, submitted for review on November 5, 2020, and proposed for approval on November 10, 2020. Page 12 of 208 P.O. Box 1209 Seattle, Washington 98111 www.portseattle.org 206.787.3000 APPROVED MINUTES COMMISSION SPECIAL MEETING May 20, 2025 The Port of Seattle Commission met in a special meeting per RCW 42.30.080 on May 20, 2025. The meeting was held at the Port of Seattle Headquarters Building Commission Chambers, located at 2711 Alaskan Way, Seattle, Washington. All Commissioners were in attendance. 1. CALL to ORDER The meeting was convened at 2:00 p.m. by Commission President Toshiko Hasegawa for the purpose of holding an organizational planning session in preparation of the Northwest Seaport Alliance (NWSA) retreat. 2. ITEM OF BUSINESS Members of the Commission discussed the agenda and their priorities for the NWSA retreat. No action was taken. 3. ADJOURNMENT The meeting adjourned at 3:17 p.m. Prepared: Attest: Michelle M. Hart, Commission Clerk Sam Cho, Commission Secretary Minutes approved: May 27, 2025 Digital recordings of the meeting proceedings and meeting materials are available online - www.portseattle.org. Page 13 of 208 COMMISSION AGENDA MEMORANDUM Item No. ACTION ITEM Date of Meeting DATE: May 20, 2025 TO: Steve Metruck, Executive Director FROM: Eloise Olivar, AFR Assistant Director Disbursements SUBJECT: Claim and Obligations - January 2025 __8b__________ May 27, 2025 _ ACTION REQUESTED Request Port Commission approval of the Port Auditor's payment of the salaries and claims of the Port pursuant to RCW 42.24.180 for payments issued during the period January 01 through 31, 2025 as follows: Payment Type Accounts Payable Checks Accounts Payable ACH **Accounts Payable Electronic Fund Transfer (EFT) Payroll Checks Payroll ACH Total Payments Payment Reference Start Number 955972 070508 069383 Payment Reference End Number 956486 073228 SXL383-512 227556 1227495 228026 1234749 Amount $14,082,510.47 $104,416,075.67 $29,698,916.75 $144,161.01 $25,660,986.20 $174,002,650.10 ** This line item includes ten wire transfers totaling $1,480,166.10. Due to recovery from the system outage, a new series of payment reference numbers were generated. Pursuant to RCW 42.24.180, "the Port's legislative body" (the Commission) is required to approve in a public meeting, all payments of claims within one month of issuance. OVERSIGHT All these payments have been previously authorized either through direct Commission action or delegation of authority to the Executive Director and through his or her staff. Detailed information on Port expenditures is provided to the Commission through comprehensive budget presentations as well as the publicly released Budget Document, which provides an even greater level of detail. The Port's operating and capital budget is approved by resolution in December for the coming fiscal year, and the Commission also approves the Salary and Benefit Resolution around the same time to authorize pay and benefit programs. Notwithstanding the Port's budget approval, individual capital projects and contracts exceeding certain dollar thresholds are also subsequently brought before the Commission for specific authorization prior to commencement of the project or contract - if they are below the thresholds the Executive Director is delegated authority to approve them. Expenditures are monitored against budgets monthly by management and reported comprehensively to the Commission quarterly. Page 14 of 208 COMMISSION AGENDA - Action Item No. 8b Page 2 of 3 Meeting Date: May 27, 2025 Effective internal controls over all Port procurement, contracting and disbursements are also in place to ensure proper central oversight, delegation of authority, separation of duties, payment approval and documentation, and signed perjury statement certifications for all payments. Port disbursements are also regularly monitored against spending authorizations. All payment transactions and internal controls are subject to periodic Port internal audits and annual external audits conducted by both the State Auditor's Office and the Port's independent auditors. For the month of January 2025, over $148,197,502.89 in payments were made to nearly 768 vendors, comprised of 3,106 invoices and over 10,141 accounting expense transactions. About 95 percent of the accounts payable payments made in the month fall into the Construction, Payroll Taxes, Contracted Services, Employee Benefits, Leasehold Taxes, Utility Expenses, Software, Janitorial Services, Environmental Remediation and Sales Taxes. Net payroll expense for the month of January was $25,805,147.21. Top 10 Payment Category Summary: Category Construction Payroll Taxes Contracted Services Employee Benefits Leasehold Taxes Utility Expenses Software Janitorial Services Environmental Remediation Sales Taxes Other Categories Total Net Payroll Total Payments Payment Amount 73,472,661.34 17,122,237.56 13,670,268.77 12,870,645.46 6,444,961.56 4,773,305.50 4,069,917.21 3,506,517.92 2,707,556.45 1,661,250.09 7,898,181.03 25,805,147.21 $ 174,002,650.10 Page 15 of 208 COMMISSION AGENDA - Action Item No. 8b Page 3 of 3 Meeting Date: May 27, 2025 Appropriate and effective internal controls are in place to ensure that the above obligations were processed in accordance with Port of Seattle procurement/payment policies and delegation of authority. At a meeting of the Port Commission held on May 27, 2025, it is hereby moved that, pursuant to RCW 42.24.180, the Port Commission approves the Port Auditor's payment of the above salaries and claims of the Port: _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ Port Commission Page 16 of 208 COMMISSION AGENDA MEMORANDUM Item No. ACTION ITEM Date of Meeting DATE: May 10, 2025 TO: Steve Metruck, Executive Director FROM: Eloise Olivar, AFR Assistant Director Disbursements SUBJECT: Claim and Obligations - February 2025 __8b-2________ May 27, 2025 ACTION REQUESTED Request Port Commission approval of the Port Auditor's payment of the salaries and claims of the Port pursuant to RCW 42.24.180 for payments issued during the period February 01 through 28, 2025 as follows: Payment Type Accounts Payable Checks Accounts Payable ACH **Accounts Payable Electronic Fund Transfer (EFT) Payroll Checks Payroll ACH Total Payments Payment Reference Start Number 956487 071487 069398 Payment Reference End Number 956892 072202 069408 228027 1234750 228465 1239817 Amount $9,400,090.63 $64,969,784.42 $122,874,968.46 $149,755.51 $18,763,469.82 $216,158,068.84 ** This line item includes six wire transfers totaling $ 114,337,793.42. Due to recovery from the system outage, a new series of payment reference numbers were generated. Pursuant to RCW 42.24.180, "the Port's legislative body" (the Commission) is required to approve in a public meeting, all payments of claims within one month of issuance. OVERSIGHT All these payments have been previously authorized either through direct Commission action or delegation of authority to the Executive Director and through his or her staff. Detailed information on Port expenditures is provided to the Commission through comprehensive budget presentations as well as the publicly released Budget Document, which provides an even greater level of detail. The Port's operating and capital budget is approved by resolution in December for the coming fiscal year, and the Commission also approves the Salary and Benefit Resolution around the same time to authorize pay and benefit programs. Notwithstanding the Port's budget approval, individual capital projects and contracts exceeding certain dollar thresholds are also subsequently brought before the Commission for specific authorization prior to commencement of the project or contract - if they are below the thresholds the Executive Director is delegated authority to approve them. Expenditures are monitored against budgets monthly by management and reported comprehensively to the Commission quarterly. Page 17 of 208 COMMISSION AGENDA - Action Item No. 8b Page 2 of 3 Meeting Date: May 27, 2025 Effective internal controls over all Port procurement, contracting and disbursements are also in place to ensure proper central oversight, delegation of authority, separation of duties, payment approval and documentation, and signed perjury statement certifications for all payments. Port disbursements are also regularly monitored against spending authorizations. All payment transactions and internal controls are subject to periodic Port internal audits and annual external audits conducted by both the State Auditor's Office and the Port's independent auditors. For the month of February 2025, over $197,244,843.51 in payments were made to nearly 642 vendors, comprised of 1,927 invoices and over 5,638 accounting expense transactions. About 97 percent of the accounts payable payments made in the month fall into the Construction, Employee Benefits, Contracted Services, Payroll Taxes, Utility Expenses, Janitorial Services, Trade Business - Community, Sales Taxes, Room-Space-Land Rental and Software. Net payroll expense for the month of February was $18,913,225.33. Top 10 Payment Category Summary: Category Construction Employee Benefits Contracted Services Payroll Taxes Utility Expenses Janitorial Services Trade Business & Community Sales Taxes Room/Space/Land Rental Software Other Categories Total: Net Payroll Total Payments Payment Amount 159,032,944.97 10,905,397.97 7,205,623.66 3,725,726.64 2,404,780.25 2,199,764.25 2,134,769.98 1,661,250.09 1,361,845.43 1,199,182.09 5,413,558.18 18,913,225.33 $216,158,068.84 Page 18 of 208 COMMISSION AGENDA - Action Item No. 8b Page 3 of 3 Meeting Date: May 27, 2025 Appropriate and effective internal controls are in place to ensure that the above obligations were processed in accordance with Port of Seattle procurement/payment policies and delegation of authority. At a meeting of the Port Commission held on May 27, 2025, it is hereby moved that, pursuant to RCW 42.24.180, the Port Commission approves the Port Auditor's payment of the above salaries and claims of the Port: _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ Port Commission Page 19 of 208 COMMISSION AGENDA MEMORANDUM Item No. ACTION ITEM Date of Meeting DATE: May 10, 2025 TO: Steve Metruck, Executive Director FROM: Eloise Olivar, AFR Assistant Director Disbursements SUBJECT: Claim and Obligations - March 2025 __8b-3__________ May 27, 2025 ACTION REQUESTED Request Port Commission approval of the Port Auditor's payment of the salaries and claims of the Port pursuant to RCW 42.24.180 for payments issued during the period March 01 through 31, 2025 as follows: Payment Type Accounts Payable Checks Accounts Payable ACH **Accounts Payable Electronic Fund Transfer (EFT) Payroll Checks Payroll ACH Total Payments Payment Reference Start Number 956893 072203 069409 Payment Reference End Number 957329 073021 069420 228466 1239818 228758 1244648 Amount $8,688,166.33 $63,208,399.44 $13,647,454.10 $107,873.37 $20,233,924.08 $105,885,817.32 ** This line item includes three wire transfers totaling $12,486.24. Due to recovery from the system outage, a new series of payment reference numbers were generated. Pursuant to RCW 42.24.180, "the Port's legislative body" (the Commission) is required to approve in a public meeting, all payments of claims within one month of issuance. OVERSIGHT All these payments have been previously authorized either through direct Commission action or delegation of authority to the Executive Director and through his or her staff. Detailed information on Port expenditures is provided to the Commission through comprehensive budget presentations as well as the publicly released Budget Document, which provides an even greater level of detail. The Port's operating and capital budget is approved by resolution in December for the coming fiscal year, and the Commission also approves the Salary and Benefit Resolution around the same time to authorize pay and benefit programs. Notwithstanding the Port's budget approval, individual capital projects and contracts exceeding certain dollar thresholds are also subsequently brought before the Commission for specific authorization prior to commencement of the project or contract - if they are below the thresholds the Executive Director is delegated authority to approve them. Expenditures are monitored against budgets monthly by management and reported comprehensively to the Commission quarterly. Page 20 of 208 COMMISSION AGENDA - Action Item No. 8b Page 2 of 3 Meeting Date: May 27, 2025 Effective internal controls over all Port procurement, contracting and disbursements are also in place to ensure proper central oversight, delegation of authority, separation of duties, payment approval and documentation, and signed perjury statement certifications for all payments. Port disbursements are also regularly monitored against spending authorizations. All payment transactions and internal controls are subject to periodic Port internal audits and annual external audits conducted by both the State Auditor's Office and the Port's independent auditors. For the month of March 2025, over $85,544,019.87 in payments were made to nearly 668 vendors, comprised of 2,037 invoices and over 6,361 accounting expense transactions. About 95 percent of the accounts payable payments made in the month fall into the Construction, Employee Benefits, Payroll Taxes, Contracted Services, Utility Expenses, Janitorial Services, Sales Taxes, Maintenance Inventory, Environmental Remediation and RoomSpace-Land Rental. Net payroll expense for the month of March was $20,341,797.45. Top 10 Payment Category Summary: Category Construction Employee Benefits Payroll Taxes Contracted Services Utility Expenses Janitorial Services Sales Taxes Maintenance Inventory Environmental Remediation Room/Space/Land Rental Other Categories Total: Net Payroll Total Payments Payment Amount 39,767,023.04 11,988,718.68 8,851,265.37 6,976,252.67 4,875,387.35 3,452,543.11 1,661,250.09 1,562,768.65 1,349,256.41 1,021,645.51 4,037,908.99 20,341,797.45 $105,885,817.32 Page 21 of 208 COMMISSION AGENDA - Action Item No. 8b Page 3 of 3 Meeting Date: May 27, 2025 Appropriate and effective internal controls are in place to ensure that the above obligations were processed in accordance with Port of Seattle procurement/payment policies and delegation of authority. At a meeting of the Port Commission held on May 27, 2025, it is hereby moved that, pursuant to RCW 42.24.180, the Port Commission approves the Port Auditor's payment of the above salaries and claims of the Port: _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ Port Commission Page 22 of 208 COMMISSION AGENDA MEMORANDUM ACTION ITEM Item No. Date of Meeting DATE: April 30, 2025 TO: Stephen P. Metruck, Executive Director FROM: Scott Bertram, Manager Corporate Financial Analysis 8c May 27, 2025 SUBJECT: Adoption of Resolution No. 3837 - Issuance and Sale of Intermediate Lien Revenue and Refunding Bonds in the Aggregate Principal Amount of Not-to-Exceed $950,000,000. ACTION REQUESTED Request adoption of Resolution No. 3837: A Resolution of the Commission of the Port of Seattle authorizing the issuance and sale of Intermediate Lien revenue and refunding bonds in one or more series (the "2025 Revenue Bonds"), in the aggregate principal amount of not to exceed $950,000,000 for the purposes of financing capital improvements to aviation facilities and refunding certain outstanding revenue bonds of the Port; setting forth certain bond terms and covenants; and delegating authority to approve final terms and conditions and the sale of the bonds. EXECUTIVE SUMMARY The 2025 Revenue Bonds will be used to fund an estimated $700 million of capital improvements at the Airport, and to refund up to $69,290,000 of outstanding Intermediate Lien Revenue Refunding Bonds, Series 2016 (the "2016 Bonds"), for debt service savings. JUSTIFICATION As part of the Port's debt management program, the Port monitors opportunities to reduce debt service. At this time, current interest rates provide for a potentially favorable refunding opportunity on the Port's outstanding 2016 Bonds, which funded or refunded Airport capital improvements. The 2016 bonds will be callable in February 2026, and the Port will achieve an estimated $1.4 million of present value savings if the target savings level is achieved on the refunding. The 2025-2029 Plan of Finance estimated future revenue bond needs of $3.4 billion to help pay for the Airport's ~$4.9 billion capital improvement plan over the next five years, and these 2025 Revenue Bonds will include funding for approximately $700 million of those Airport project costs. Some of the major projects to be funded, in part, with this bond issuance include SEA Gateway Project, Baggage Optimization, C Concourse Expansion, S Concourse Evolution, and A Concourse Expansion along with various other Airport improvements; a list of projects currently identified Template revised September 22, 2016. Page 23 of 208 COMMISSION AGENDA - Action Item No. 8c Meeting Date: May 27, 2025 Page 2 of 4 for 2025 Bond funding is provided in Exhibit A. If project spending is delayed or if other funding sources are available, e.g., federal grants, the 2025 Revenue Bond proceeds may be redirected to other projects within the limits established by the federal tax code. No 2025 Revenue Bond proceeds or other funds can be spent on any project without the appropriate project authorization. The 2025 Revenue bonds will also include proceeds sufficient to pay cost of issuance, fund the required debt service reserve and pay a portion of the interest (capitalized interest) on the Bonds during project construction (i.e. until the bond funded projects can be placed in service and included in the rate base). DETAILS The Bonds are being issued pursuant to the Intermediate Lien Master Resolution No. 3540 and this Resolution No. 3837. The Bonds may be issued in multiple series based on the tax status of the projects to be funded or the tax status of the 2016 Bonds being refunded. Three series are anticipated.  One series is expected to be issued as governmental bonds exempt from all federal income tax (Non-AMT). This series would be used to refund the outstanding 2016 bonds; it may also provide funding for airport capital projects eligible for governmental bond funding, if applicable.  A second series is expected to be issued as private activity bonds exempt from regular income tax but subject to the Alternative Minimum Tax (AMT). This is the most common type of tax-exempt bond that the Port issues because it allows the Port to lease facilities to airport and seaport tenants. This series would be used to provide funding for on-going airport capital investments.  The third series of bonds may be issued as taxable debt and investors would be subject to federal income tax. This series would be used to fund airport capital investments that are not eligible for tax-exempt bond funding or would otherwise benefit from greater flexibility of not needing to comply with tax-exempt bond restrictions. Resolution No. 3837 is similar in all material respects to other Intermediate Lien Series Resolutions and provides for a contribution to the common debt service reserve fund that provides security for all Intermediate Lien bonds. The Resolution delegates to the Port's Executive Director the authority to approve interest rates, maturity dates, redemption rights, interest payment dates, and principal maturities for the Bonds (these are generally set at the time of pricing and dictated by market conditions at that time). Commission parameters that limit the delegation are a maximum bond size, maximum interest rate, and expiration date for the delegated authority. If the Bonds cannot be sold within these Template revised September 22, 2016. Page 24 of 208 COMMISSION AGENDA - Action Item No. 8c Meeting Date: May 27, 2025 Page 3 of 4 parameters, further Commission action would be required. The recommended delegation parameters are: Maximum size: Maximum interest rate on Tax-Exempt bonds: Maximum interest rate on Taxable bonds (if needed): Expiration of Delegation of Authority: $950,000,000 6.5% 7.0% May 27, 2026 Upon adoption, Resolution No. 3837 will authorize the Designated Port Representative (the Port's Executive Director, the Deputy Executive Director or the Port's (Acting) Chief Financial Officer or their respective delegates) to approve the Bond Purchase Contract and escrow agreement, if any, pay the costs of issuance, execute all documents including the preparation and dissemination of a preliminary official statement and final official statement, provide for continuing disclosure and take other action appropriate for the prompt execution and delivery of the Bonds. The Bonds will be sold through negotiated sale to Morgan Stanley & Co. LLC, Backstrom McCarley Berry & Co. LLC (1), Barclays Capital Inc., Goldman Sachs & Co. LLC, Jefferies LLC, and Siebert Williams Shank & Co., LLC (1). Piper Sandler & Co. is serving as Financial Advisor and Pacifica Law Group LLP is serving as bond and disclosure counsel on the transaction. (1) Woman or Minority owned firm ATTACHMENTS TO THIS REQUEST (1) Draft Resolution No. 3837 (2) Presentation PREVIOUS COMMISSION ACTIONS OR BRIEFINGS October 22, 2024 - The Commission was briefed on the 2025-2029 draft plan of finance. May 13, 2025 - The Commission was briefed on Introduction of Resolution No. 3837 Template revised September 22, 2016. Page 25 of 208 COMMISSION AGENDA - Action Item No. 8c Meeting Date: May 27, 2025 Page 4 of 4 EXHIBIT A C Concourse Expansion North Main Terminal Redevelopment (SEA Gateway Project) Checked Baggage Optimization Post IAF Airline Realignment Concourse A Expansion S Concourse Evolution Port Shared-Lounge Concourse A 2021-2025 Airfield Pavement 2026-2030 Airfield Pavement Concourse Low Voltage Upgrades Concourse A Duty Free Snow Storage Expansion 2022 Fire Station Improvements Industrial Wastewater Treatment Plant Program Main Terminal Low Voltage System Upgrade Baggage Claim 15&16 Replacement Utility Meter Networking Widen Arrivals Roadway Parking Garage Elevators Modernization Upgrade Satellite Train System (STS) Control Surface Area Management System North Employee Parking Lot Improvements Template revised September 22, 2016. Page 26 of 208 Item Number: Meeting Date: 8c_attach 1 May 27, 2025 INTERMEDIATE LIEN SERIES RESOLUTION PORT OF SEATTLE ______________________________________ RESOLUTION NO. 3837 A RESOLUTION of the Port of Seattle Commission authorizing the issuance and sale of intermediate lien revenue and refunding bonds in one or more series in the aggregate principal amount of not to exceed $950,000,000, for the purpose of financing or refinancing costs of Port projects and for the purpose of refunding certain outstanding revenue bonds of the Port; setting forth certain bond terms and covenants; and delegating authority to approve final terms and conditions and the sale of the bonds. ADOPTED: MAY 27, 2025 Prepared by: K&L GATES LLP Page 27 of 208 PORT OF SEATTLE Resolution No. 3837 Table of Contents * Page Section 1. Definitions............................................................................................................. 4 Section 2. Plan of Finance; Authorization of Series 2025 Bonds ........................................ 10 Section 3. Series 2025 Bond Details .................................................................................... 11 Section 4. Redemption and Purchase ................................................................................... 12 Section 5. Registration, Exchange and Payments ................................................................ 17 Section 6. Pledge of Available Intermediate Lien Revenues; Series 2025 Reserve Account Deposit.................................................................................................. 22 Section 7. Designation of Refunded Bonds; Sale of Series 2025 Bonds ............................. 24 Section 8. Application of Series 2025 Bond Proceeds ........................................................ 27 Section 9. Redemption of Refunded Bonds ......................................................................... 30 Section 10. Tax Covenants .................................................................................................... 31 Section 11. Lost, Stolen, Mutilated or Destroyed Series 2025 Bonds ................................... 31 Section 12. Form of Series 2025 Bonds and Registration Certificate ................................... 32 Section 13. Execution ............................................................................................................ 35 Section 14. Defeasance .......................................................................................................... 35 Section 15. Undertaking to Provide Ongoing Disclosure ...................................................... 36 Section 16. Bond Insurance ................................................................................................... 37 Section 17. Compliance with Parity Conditions .................................................................... 37 Section 18. Resolution and Laws a Contract with the Series 2025 Bond Owners ................ 38 Section 19. Severability ......................................................................................................... 38 Section 20. Effective Date ..................................................................................................... 38 Exhibit A Exhibit B Refunding Candidates Projects * This Table of Contents and the cover page are for convenience of reference and are not intended to be a part of this series resolution. 509254276.1 -i- Page 28 of 208 RESOLUTION NO. 3837 A RESOLUTION of the Port of Seattle Commission authorizing the issuance and sale of intermediate lien revenue and refunding bonds in one or more series in the aggregate principal amount of not to exceed $950,000,000, for the purpose of financing or refinancing costs of Port projects and for the purpose of refunding certain outstanding revenue bonds of the Port; setting forth certain bond terms and covenants; and delegating authority to approve final terms and conditions and the sale of the bonds. WHEREAS, the Port of Seattle (the "Port"), a municipal corporation of the State of Washington, owns and operates a system of marine terminals and properties and Seattle-Tacoma International Airport; and WHEREAS, the Port is authorized by RCW ch. 53.40 and ch. 39.46 to issue revenue bonds; and WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series pursuant to Resolution No. 3059, as amended, of the Commission, adopted on February 2, 1990, as amended and restated by Resolution No. 3577 of the Commission adopted on February 27, 2007 (collectively, the "First Lien Master Resolution"), each series being payable from the Net Revenues (as such term is defined in the First Lien Master Resolution); and WHEREAS, the Port currently has outstanding four series of first lien revenue bonds pursuant to the First Lien Master Resolution, as follows: Authorizing Resolution Number Date of Original Issue 3619 3721 3721 3787 07/16/2009 08/02/2016 08/02/2016 06/30/2021 Series (B-2) (B) (C) Original Principal Amount Principal Amount Outstanding (Projected as of 07/02/2025) Final Maturity Date $ 22,000,326(1) 124,380,000 6,180,000 43,015,000 $ 55,506,801 (1) 84,505,000 3,830,000 18,625,000 05/01/2031 10/01/2032 10/01/2032 09/01/2026 ______________ (1) Series 2009B-2 Bonds are capital appreciation bonds; total principal amount outstanding includes accreted interest of $38,109,210 through July 2, 2025. (the "Outstanding First Lien Parity Bonds"); and 509254276.1 Page 29 of 208 WHEREAS, the Port has authorized the issuance of intermediate lien revenue bonds having a lien on Net Revenues subordinate to the lien thereon of the Outstanding First Lien Parity Bonds in one or more series pursuant to Resolution No. 3540, as amended, adopted on June 14, 2005 (the "Intermediate Lien Master Resolution"); and WHEREAS, the Port currently has outstanding eighteen series of intermediate lien revenue bonds pursuant to the Intermediate Lien Master Resolution, as follows: Authorizing Resolution Number Date of Original Issue 3709 3722 3735 3735 3735 3735 3749 3749 3758 3786 3786 3786 3786 3801 3801 3801 3826 3826 08/06/2015 08/02/2016 08/22/2017 08/22/2017 08/22/2017 08/22/2017 06/21/2018 06/21/2018 08/07/2019 06/30/2021 06/30/2021 06/30/2021 06/30/2021 08/11/2022 08/11/2022 08/11/2022 08/15/2024 08/15/2024 Series (C) (A) (B) (C) (D) (A) (B) (A) (B) (C) (D) (A) (B) (C) (A) (B) Original Principal Amount Principal Amount Outstanding (Projected as of 07/02/2025) Final Maturity Date $226,275,000 99,095,000(1) 16,705,000 264,925,000 313,305,000 93,230,000 470,495,000 85,145,000 457,390,000 47,025,000 148,765,000 514,390,000 41,395,000 206,200,000 585,930,000 70,435,000 168,975,000 648,940,000 $165,730,000 84,555,000 16,705,000 161,930,000 261,675,000 23,830,000 404,975,000 32,225,000 406,220,000 11,055,000 127,790,000 455,050,000 36,460,000 206,200,000 551,615,000 39,275,000 158,955,000 632,855,000 04/01/2040 02/01/2030 05/01/2028 05/01/2036 05/01/2042 05/01/2027 05/01/2043 05/01/2028 04/01/2044 12/01/2030 06/01/2040 08/01/2046 08/01/2031 08/01/2033 08/01/2047 08/01/2032 03/01/2040 07/01/2049 ______________ (1) All or part of the Series 2016 Bonds may be refunded pursuant to this resolution. (the "Outstanding Intermediate Lien Parity Bonds"); and WHEREAS, the First Lien Master Resolution and the Intermediate Lien Master Resolution permit the Port to issue its revenue bonds having a lien on Net Revenues and Available Intermediate Lien Revenues (as such terms are defined in the Intermediate Lien 509254276.1 -2- Page 30 of 208 Master Resolution) subordinate to the lien thereon of the Outstanding Intermediate Lien Parity Bonds; and WHEREAS, the Port currently has outstanding two series of subordinate lien revenue bonds, as follows: Authorizing Resolution Number Date of Original Issue Original Principal Amount Principal Amount Outstanding (Projected as of 07/02/25) 3777 3598 (CP) 06/17/2008 $ 400,000,000 200,715,000 $120,000,000 123,535,000 Final Maturity Date 06/01/2051 07/01/2033 (the "Outstanding Subordinate Lien Bonds"); and WHEREAS, the Port has certain Outstanding Intermediate Lien Parity Bonds described on Exhibit A attached hereto (the "Refunding Candidates") that may be defeased and/or refunded, thereby saving on debt service, through the issuance of the Series 2025 Bonds (as hereinafter defined); and WHEREAS, the Port wishes to finance or refinance certain capital improvements to aviation facilities (hereinafter defined as the "Projects") through the issuance of the Series 2025 Bonds; and WHEREAS, the Intermediate Lien Master Resolution permits the Port to issue its revenue bonds having a lien on Available Intermediate Lien Revenues (as such term is defined in the Intermediate Lien Master Resolution) on a parity with the lien thereon of the Outstanding Intermediate Lien Parity Bonds upon compliance with certain conditions; and WHEREAS, the Port has determined that such conditions will be met; and WHEREAS, pursuant to RCW 53.40.030, the Commission may delegate authority to the Executive Director of the Port to approve the designation of the bonds to be defeased and/or 509254276.1 -3- Page 31 of 208 refunded, the interest rates, maturity dates, redemption rights, interest payment dates, and principal maturities under such terms and conditions as are approved by resolution; and WHEREAS, the Port has provided notice of and held a public hearing on the issuance of certain Series 2025 Bonds as required by Section 147(f) of the Internal Revenue Code, as amended; and WHEREAS, it is deemed necessary and desirable that the Series 2025 Bonds be sold pursuant to one or more negotiated sale(s) as herein provided; NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE PORT OF SEATTLE, as follows: Section 1. Definitions. Unless otherwise defined herein, the terms used in this series resolution, including the preamble hereto, that are defined in the Intermediate Lien Master Resolution shall have the meanings set forth in the Intermediate Lien Master Resolution. In addition, the following terms shall have the following meanings in this series resolution: Acquired Obligations mean the noncallable Government Obligations acquired by the Port pursuant to Section 8(c) of this series resolution and the Escrow Agreement, if any, to effect the defeasance and refunding of all or a portion of the Refunded Bonds. Beneficial Owner means any person that has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Series 2025 Bonds (including persons holding Series 2025 Bonds through nominees, depositories or other intermediaries). Bond Counsel means a firm of lawyers nationally recognized and accepted as bond counsel and so employed by the Port for any purpose under this series resolution applicable to the use of that term. 509254276.1 -4- Page 32 of 208 Bond Insurance Commitment means the commitment(s) of the Bond Insurer, if any, to insure one or more series, or certain principal maturities thereof, all or a portion of the Series 2025 Bonds. Bond Insurance Policy means the policy(ies) of municipal bond insurance, if any, delivered by the Bond Insurer at the time of issuance and delivery of Series 2025 Bonds to be insured pursuant to the Bond Insurance Commitment. Bond Insurer means the municipal bond insurer(s), if any, that has committed to insure one or more series, or certain principal maturities thereof, of the Series 2025 Bonds, pursuant to the Bond Insurance Commitment. Bond Purchase Contract means each of the Bond Purchase Contract(s) for the Series 2025 Bonds of one or more series, providing for the purchase of the Series 2025 Bonds of such series by the Underwriters and setting forth certain terms authorized to be approved by the Designated Port Representative as provided in Section 7 of this series resolution. Bond Register means the registration books maintained by the Registrar containing the name and mailing address of the owner of each Series 2025 Bond or nominee of such owner and the principal amount and number of Series 2025 Bonds held by each owner or nominee. Chief Financial Officer means the Chief Financial Officer of the Port, the Acting Chief Financial Officer or any successor to the functions of his/her office. Code means the Internal Revenue Code of 1986, as amended, and all applicable regulations and rulings relating thereto. Continuing Disclosure Undertaking means each undertaking for ongoing disclosure executed by the Port pursuant to Section 15 of this series resolution. 509254276.1 -5- Page 33 of 208 Costs of Issuance Agreement means the agreement of that name, if any, to be entered into by the Port and the Escrow Agent, providing for the payment of certain costs of issuance with respect to the issuance of the Series 2025 Bonds. Deputy Executive Director means the Deputy Executive Director of the Port, or any successor to the functions of his/her office. Designated Port Representative, for purposes of this series resolution, means the Executive Director of the Port, the Deputy Executive Director or the Chief Financial Officer of the Port (or the successor in function to such person(s)) or such other person as may be directed by resolution of the Commission. DTC means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, as depository for the Series 2025 Bonds pursuant to Section 5 of this series resolution. Escrow Agent means U.S. Bank Trust Company, National Association or such other Escrow Agent for the Refunded Bonds appointed by the Designated Port Representative pursuant to this series resolution if the Designated Port Representative determines that an escrow will be necessary or required to carry out the plan of refunding. Escrow Agreement means the Escrow Deposit Agreement, if any, dated as of the date of the closing and delivery of the Refunding Bonds between the Port and the Escrow Agent to be executed in connection with the defeasance and/or refunding of some or all of the Refunded Bonds. Executive Director means the Executive Director of the Port, or any successor to the functions of his/her office. 509254276.1 -6- Page 34 of 208 Federal Tax Certificate means the certificate(s) of that name executed and delivered by the Designated Port Representative at the time of issuance and delivery of the Series 2025 Bonds issued on a federally tax-exempt basis. First Lien Master Resolution means Resolution No. 3059, as amended, of the Commission adopted on February 2, 1990, as amended and restated by Resolution No. 3577 of the Commission adopted on February 27, 2007. Government Obligations has the meaning given to such term in RCW Chapter 39.53, as amended from time to time. Intermediate Lien Master Resolution means Resolution No. 3540, as amended, of the Commission adopted on June 14, 2005. Letter of Representations means the blanket issuer letter of representations from the Port to DTC, dated August 28, 1995. MSRB means the Municipal Securities Rulemaking Board or any successors to its functions. Until otherwise designated by the MSRB or the United States Securities and Exchange Commission, any information, reports or notices submitted to the MSRB in compliance with the Rule are to be submitted through the MSRB's Electronic Municipal Market Access system, currently located at www.emma.msrb.org. Outstanding Intermediate Lien Parity Bonds mean the Port's outstanding intermediate lien revenue bonds identified in the recitals to this series resolution. Outstanding Subordinate Lien Bonds mean the Port's outstanding subordinate lien revenue bonds identified in the recitals to this series resolution. Project Bonds mean the Series 2025 Bonds issued for the purpose of funding all or part of the Projects, capitalizing interest, funding the Series 2025 Reserve Account Deposit and paying all or a portion of allocable costs of issuance. 509254276.1 -7- Page 35 of 208 Projects mean the capital projects listed in Exhibit B hereto. Record Date means the close of business on the 15th day prior to each day on which a payment of interest on the Series 2025 Bonds is due and payable. Refunded Bonds mean the Refunding Candidates that are designated by the Executive Director pursuant to authority delegated by Section 2 and Section 7 of this series resolution. Refunding Bonds means the Series 2025 Bonds issued for the purpose of defeasing and/or refunding the Refunded Bonds. Refunding Candidates mean the outstanding revenue bonds of the Port as described on Exhibit A. Registered Owner means the person named as the registered owner of a Series 2025 Bond in the Bond Register. Registrar means the fiscal agent of the State of Washington, appointed by the Designated Port Representative for the purposes of registering and authenticating the Series 2025 Bonds, maintaining the Bond Register and effecting transfer of ownership of the Series 2025 Bonds. The term Registrar shall include any successor to the fiscal agent, if any, hereinafter appointed by the Designated Port Representative. Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended from time to time. Series 2025 Bonds mean the Port of Seattle Intermediate Lien Revenue and Refunding Bonds, Series 2025, or with such other appropriate description and series designations as provided for by the Designated Port Representative, authorized to be issued by Section 2 of this series resolution. Series 2025 Reserve Account Deposit means the amount, if any, that is required to be added to the reserve account balances in the Intermediate Lien Reserve Account to satisfy the 509254276.1 -8- Page 36 of 208 Intermediate Lien Reserve Requirement and that is identified in a closing certificate or certificates of the Port. Subordinate Lien Bond Resolutions mean, collectively, Resolution No. 3238, as amended; Resolution No. 3456, as amended, and as further amended by Resolution No. 3777; and Resolution No. 3598, as amended. Surety Bond means the surety bond(s), if any, issued by the Surety Bond Issuer on the date of issuance of the Series 2025 Bonds for the purpose of satisfying the Series 2025 Reserve Account Deposit. There may be more than one Surety Bond. Surety Bond Agreement means any Agreement(s) between the Port and the Surety Bond Issuer with respect to the Surety Bond(s). Surety Bond Issuer means any issuer(s) of the Surety Bond(s). Underwriters mean, collectively, Morgan Stanley & Co. LLC, Backstrom McCarley Berry & Co. LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Jefferies LLC, and Siebert Williams Shank & Co. Rules of Interpretation. In this series resolution, unless the context otherwise requires: (a) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar terms, as used in this series resolution, refer to this series resolution as a whole and not to any particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean after, and the term "heretofore" shall mean before the date of this series resolution; (b) Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa; 509254276.1 -9- Page 37 of 208 (c) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations, limited liability companies and other legal entities, including public bodies, as well as natural persons; (d) Any headings preceding the text of the several articles and sections of this series resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this series resolution, nor shall they affect its meaning, construction or effect; (e) All references herein to "articles," "sections" and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and (f) Except as explicitly provided herein, whenever any consent or direction is required to be given by the Port, such consent or direction shall be deemed given when given by the Designated Port Representative. Section 2. (a) Plan of Finance; Authorization of Series 2025 Bonds. Plan of Finance. The Port intends to undertake improvements to its airport facilities at the locations described on Exhibit B (the "Projects") attached hereto and incorporated by this reference herein. A portion of the costs of the Projects are expected to be paid, refinanced or reimbursed with the proceeds of the Project Bonds. The Refunding Candidates may be defeased or are callable in whole or in part prior to their scheduled maturities and may be selected for defeasance and/or refunding depending on market conditions. The final selection of the Refunding Candidates to be designated as Refunded Bonds and to be defeased and/or refunded by the Refunding Bonds shall be made by the Executive Director pursuant to the authority granted in Section 7 of this series resolution. (b) Authorization of Series 2025 Bonds. The Port shall issue bonds in one or more series (the "Series 2025 Bonds") consisting of the Project Bonds and the Refunding Bonds, if 509254276.1 -10- Page 38 of 208 any. The proceeds of the Project Bonds shall be used for the purpose of providing part of the funds necessary to (i) pay or to reimburse the Port for all or a portion of the costs of the Projects; (ii) at the option of the Designated Port Representative, capitalize interest on all or a portion of the Series 2025 Bonds; (iii) make a Series 2025 Reserve Account Deposit or purchase a Surety Bond therefor, if required; and (iv) pay all or a portion of the costs incidental to the foregoing and to the issuance of the Project Bonds. The proceeds of the Refunding Bonds, if any, shall be used for the purpose of providing the funds necessary to (i) defease and/or refund the Refunded Bonds; and (ii) pay all or a portion of the costs incidental to the foregoing and to the issuance of the Refunding Bonds. (c) Maximum Principal Amount. The aggregate principal amount of the Series 2025 Bonds to be issued under this series resolution shall not exceed $950,000,000. The aggregate principal amount of the Project Bonds and the aggregate principal amount of Refunding Bonds shall be determined by the Executive Director, pursuant to the authority granted in Section 7 of this series resolution. Section 3. (a) Series 2025 Bond Details. Series 2025 Bonds. The Series 2025 Bonds shall be issued in one or more series, shall be designated as "Port of Seattle Intermediate Lien Revenue and Refunding Bonds, Series 2025," with such description and additional designations for each series for identification purposes as may be approved by the Designated Port Representative, shall be registered as to both principal and interest, shall be issued in the aggregate principal amount set forth in the Bond Purchase Contract, shall be numbered separately in the manner and with any additional designation as the Registrar deems necessary for purposes of identification, shall be dated their date of delivery to the Underwriters, and shall be in the denomination of $5,000 each or any integral multiple of $5,000 within a series and maturity. The Series 2025 Bonds of each series 509254276.1 -11- Page 39 of 208 shall bear interest from their date of delivery to the Underwriters until the Series 2025 Bonds bearing such interest have been paid or their payment duly provided for, at the rates, payable on the dates, set forth in the Bond Purchase Contract for each series and shall mature on the dates and in the years and in the principal amounts set forth in the Bond Purchase Contract, all as approved by the Executive Director pursuant to Section 7 of this series resolution. (b) Limited Obligations. The Series 2025 Bonds shall be obligations only of the Intermediate Lien Bond Fund and the Intermediate Lien Reserve Account created under the Intermediate Lien Master Resolution and shall be payable and secured as provided in the Intermediate Lien Master Resolution and this series resolution. The Series 2025 Bonds do not constitute an indebtedness of the Port within the meaning of the constitutional provisions and limitations of the State of Washington. Section 4. (a) Redemption and Purchase. Optional Redemption. The Series 2025 Bonds of one or more series and maturities may be subject to optional redemption on the dates, at the prices and under the terms relating to such series set forth in the Bond Purchase Contract, all as approved by the Executive Director pursuant to Section 7 of this series resolution. (b) Mandatory Redemption. The Series 2025 Bonds of one or more series and maturities may be subject to mandatory redemption to the extent, if any, set forth in the Bond Purchase Contract relating to such series, all as approved by the Executive Director pursuant to Section 7 of this series resolution. (c) Purchase of Series 2025 Bonds. The Port reserves the right to use at any time the proceeds of refunding bonds, any surplus Gross Revenue available after providing for the payments required by paragraphs First through Fifth of Section 2(a) of the First Lien Master Resolution, including the payments required by paragraphs First through Eleventh of the priority 509254276.1 -12- Page 40 of 208 for use of Gross Revenue set forth in the Intermediate Lien Master Resolution, and/or any other legally available funds to purchase any of the Series 2025 Bonds offered to the Port at any price deemed reasonable to the Designated Port Representative. Any Series 2025 Bonds so purchased shall be cancelled if delivered to the Registrar. If any Series 2025 Bonds so purchased are term bonds, the Port may allocate the principal amount of the purchased Series 2025 Bonds to the principal amortization schedule of those term bonds. (d) Selection of Series 2025 Bonds for Redemption or Purchase. If Series 2025 Bonds are designated for optional redemption or purchase pursuant to Section 4(c), the series, maturities, and interest rates of such Series 2025 Bonds shall be selected by the Port. In the event that Series 2025 Bonds are designated for redemption or purchase pursuant to Section 4(c), the Port may designate which sinking fund installments or portions thereof, are to be reduced as allocated to such redemption or purchase. If any Series 2025 Bonds to be redeemed (optional, mandatory, or pursuant to Section 4(c) hereof) are then held in book-entry-only form, the selection of such Series 2025 Bonds within a series, maturity, and interest rate to be redeemed within a maturity and interest rate shall be made in accordance with the operational arrangements then in effect at DTC (or at a substitute depository, if applicable). If the Series 2025 Bonds to be redeemed are no longer held in book-entry-only form, the selection of such Series 2025 Bonds to be redeemed shall be made in the following manner. If the Port redeems at any one time fewer than all of the Series 2025 Bonds having the same maturity date and interest rate within a series, the particular Series 2025 Bonds or portions of Series 2025 Bonds to be redeemed within the series, maturity, and interest rate shall be selected by lot (or in such other random manner determined by the Registrar) in increments of $5,000, provided that the Port may allocate the principal amount of the Series 2025 Bonds so redeemed to the principal amortization scheduled of those term bonds. In the case of a Series 2025 Bond within a series, maturity, and interest rate 509254276.1 -13- Page 41 of 208 of a denomination greater than $5,000, the Port and Registrar shall treat each Series 2025 Bond of the applicable series, maturity and interest rate as representing such number of separate Series 2025 Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount of such Series 2025 Bonds of the applicable series, maturity, and interest rate by $5,000. In the event that only a portion of the principal amount of a Series 2025 Bond is redeemed, upon surrender of such Series 2025 Bond at the principal office of the Registrar there shall be issued to the Registered Owner, without charge therefor, for the then-unredeemed balance of the principal amount thereof a Series 2025 Bond or, at the option of the Registered Owner, a Series 2025 Bond of like series, maturity, and interest rate in any of the denominations herein authorized. Notwithstanding the foregoing, the manner of selection of Series 2025 Bonds issued on a federally taxable basis for redemption may be set forth in the Bond Purchase Contract relating to such series and as approved by the Designated Port Representative. (e) Notice of Redemption. Written notice of any redemption of Series 2025 Bonds prior to maturity shall be given by the Registrar on behalf of the Port by first class mail, postage prepaid, not less than 20 days nor more than 60 days before the date fixed for redemption to the Registered Owners of Series 2025 Bonds that are to be redeemed at their last addresses shown on the Bond Register. This requirement shall be deemed complied with when notice is mailed to the Registered Owners at their last addresses shown on the Bond Register, whether or not such notice is actually received by the Registered Owners. So long as the Series 2025 Bonds are in book-entry only form, notice of redemption shall be given to Beneficial Owners of Series 2025 Bonds to be redeemed in accordance with the operational arrangements then in effect at DTC (or its successor or alternate depository), and neither the Port nor the Registrar shall be obligated or responsible to confirm that any notice of redemption is, in fact, provided to Beneficial Owners. 509254276.1 -14- Page 42 of 208 Each notice of redemption (which notice in the case of optional redemption may be conditional and/or may be rescinded at the option of the Port) prepared and given by the Registrar to Registered Owners of Series 2025 Bonds shall contain the following information: (1) the date fixed for redemption, (2) the redemption price, (3) if fewer than all outstanding Series 2025 Bonds of a series are to be redeemed, the identification by series, maturity, and interest rate (and, in the case of partial redemption, the principal amounts) of the Series 2025 Bonds to be redeemed, (4) whether, in the case of optional redemption, the notice of redemption is conditional and, if conditional, the conditions to redemption, (5) that (unless the conditions, if any, to redemption have not been satisfied or unless the notice of redemption shall have been rescinded) such Series 2025 Bonds will become due and payable and interest shall cease to accrue from the date fixed for redemption if and to the extent in each case funds have been provided to the Registrar for the redemption of such Series 2025 Bonds on the date fixed for redemption the redemption price will become due and payable upon each Series 2025 Bond or portion called for redemption, and that (unless the conditions, if any, to redemption have not been satisfied or unless the notice of redemption shall have been rescinded) interest shall cease to accrue from the date fixed for redemption if and to the extent that funds have been provided to the Registrar for the redemption of such Series 2025 Bonds, (6) that the Series 2025 Bonds are to be surrendered for payment at the principal office of the Registrar, (7) the CUSIP numbers of all Series 2025 Bonds being redeemed, (8) the dated date of the Series 2025 Bonds being redeemed, (9) the rate of interest for each Series 2025 Bond being redeemed, (10) the date of the notice, and (11) any other information deemed necessary by the Registrar to identify the Series 2025 Bonds being redeemed. Upon the payment of the redemption price of Series 2025 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number 509254276.1 -15- Page 43 of 208 identifying, by issue, series and maturity, the Series 2025 Bonds being redeemed with the proceeds of such check or other transfer, or in the case of a payment to DTC shall be accompanied by an informational communication evidencing the CUSIP and related informational details with respect to each security being paid by wire transfer. (f) Effect of Redemption. Unless the Port has rescinded a notice of optional redemption (or unless the Port provided a conditional notice of optional redemption and the conditions for the optional redemption set forth therein are not satisfied), the Series 2025 Bonds to be redeemed shall become due and payable on the date fixed for redemption, and the Port shall transfer to the Registrar amounts that, in addition to other money, if any, held by the Registrar for such purpose, will be sufficient to redeem, on the date fixed for redemption, all of the Series 2025 Bonds to be redeemed. If and to the extent that funds have been provided to the Registrar for the redemption of Series 2025 Bonds then from and after the date fixed for redemption for such Series 2025 Bond or portion thereof, interest on each such Series 2025 Bond shall cease to accrue and such Series 2025 Bond or portion thereof shall cease to be outstanding. (g) Amendment of Notice Provisions. The foregoing notice provisions of this section, including but not limited to the information to be included in redemption notices and the persons designated to receive notices, may be amended by additions, deletions and changes to maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. (h) Exchange of Series 2025 Bonds. Nothing herein shall prevent the Port from negotiating an exchange of a validly delivered Series 2025 Bond by the owner thereof for a different validly delivered Port bond. Any such exchange shall be described in a subsequent authorizing resolution. 509254276.1 -16- Page 44 of 208 Section 5. (a) Registration, Exchange and Payments. Registrar/Bond Register. The Port hereby specifies and adopts the system of registration and transfer for the Series 2025 Bonds approved by the Washington State Finance Committee, which utilizes the fiscal agent of the State of Washington, for the purposes of registering and authenticating the Series 2025 Bonds, maintaining the Bond Register and effecting transfer of ownership of the Series 2025 Bonds (the "Registrar"). The Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient records for the registration and transfer of the Series 2025 Bonds (the "Bond Register"), which shall be open to inspection by the Port. The Registrar may be removed at any time at the option of the Designated Port Representative upon prior notice to the Registrar, DTC (or its successor or alternate depository), each party entitled to receive notice pursuant to the Continuing Disclosure Undertaking and a successor Registrar appointed by the Designated Port Representative. No resignation or removal of the Registrar shall be effective until a successor shall have been appointed and until the successor Registrar shall have accepted the duties of the Registrar hereunder. The Registrar is authorized, on behalf of the Port, to authenticate and deliver Series 2025 Bonds transferred or exchanged in accordance with the provisions of such Series 2025 Bonds and this series resolution and to carry out all of the Registrar's powers and duties under this series resolution. The Registrar shall be responsible for its representations contained in the Certificate of Authentication on the Series 2025 Bonds. (b) Registered Ownership. Except as provided in the last sentence of Section 5(c) or the Continuing Disclosure Undertaking authorized pursuant to Section 15 of this series resolution, the Port and the Registrar may deem and treat the Registered Owner of each Series 2025 Bond as the absolute owner for all purposes, and neither the Port nor the Registrar shall be affected by any notice to the contrary. Payment of any such Series 2025 Bond shall be 509254276.1 -17- Page 45 of 208 made only as described in subsection (h) of this Section 5, but the transfer of such Series 2025 Bond may be registered as herein provided. All such payments made as described in subsection (h) of this Section 5 shall be valid and shall satisfy the liability of the Port upon such Series 2025 Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance/Letter of Representations. The Series 2025 Bonds shall initially be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the Series 2025 Bonds as eligible for deposit at DTC, the Port has heretofore executed and delivered to DTC the Letter of Representations. Neither the Port nor the Registrar will have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Series 2025 Bonds for the accuracy of any records maintained by DTC (or any successor or alternate depository) or any DTC participant, the payment by DTC (or any successor or alternate depository) or any DTC participant of any amount in respect of the principal of or interest on Series 2025 Bonds, any notice that is permitted or required to be given to Registered Owners under this series resolution (except such notices as shall be required to be given by the Port to the Registrar or, by the Registrar, to DTC or any successor or alternate depository), the selection by DTC or by any DTC participant of any person to receive payment in the event of a partial redemption of the Series 2025 Bonds, or any consent given or other action taken by DTC (or any successor or alternate depository) as the Registered Owner. So long as any Series 2025 Bonds are held in fully immobilized form, DTC or its successor depository shall be deemed to be the owner and Registered Owner for all purposes, and all references in this series resolution to the Registered Owners shall mean DTC (or any successor or alternate depository) or its nominee and shall not mean the owners of any beneficial interest in any Series 2025 Bonds. Notwithstanding the foregoing, if a Bond Insurance Policy is issued for any series or maturity of the 509254276.1 -18- Page 46 of 208 Series 2025 Bonds and so long as the Bond Insurer is not in default under its Policy, the Bond Insurer shall be deemed to be the owner, Registered Owner, and holder of all bonds of that series or maturity for the purpose of granting consents and exercising voting rights with respect thereto and for any other purpose identified and specified in the Bond Insurance Commitment accepted by the Port as a condition of issuance of the Bond Insurance Policy. (d) Use of Depository. (1) The Series 2025 Bonds shall be registered initially in the name of CEDE & Co., as nominee of DTC, with a single Series 2025 Bond for each series and maturity having the same interest rate in a denomination equal to the total principal amount of such series and maturity. Registered ownership of such immobilized Series 2025 Bonds, or any portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its nominee, or to any other nominee requested by an authorized representative of DTC, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any substitute depository appointed by the Port pursuant to subsection (2) below or such substitute depository's successor or nominee; or (C) to any person as provided in subsection (4) below. (2) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Port to discontinue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the Port may appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1) above, the Registrar shall, upon receipt of all outstanding Series 2025 Bonds, together with a written request on behalf of the Port, issue a single new Series 2025 Bond for each series and 509254276.1 -19- Page 47 of 208 maturity then outstanding, registered in the name of such successor or substitute depository, or its nominee, all as specified in such written request of the Port. (4) In the event that (A) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (B) the Port determines that it is in the best interest of the Beneficial Owners of the Series 2025 Bonds of any series that the Series 2025 Bonds of that series be provided in certificated form, the ownership of such Series 2025 Bonds may then be transferred to any person or entity as herein provided, and shall no longer be held in fully immobilized form. The Port shall deliver a written request to the Registrar, together with a supply of definitive Series 2025 Bonds (of the appropriate series and maturities) in certificated form, to issue Series 2025 Bonds in any authorized denominations. Upon receipt by the Registrar of all then outstanding Series 2025 Bonds (of the appropriate series), together with a written request on behalf of the Port to the Registrar, new Series 2025 Bonds of such series shall be issued in the appropriate denominations and registered in the names of such persons as are provided in such written request. (e) Registration of the Transfer of Ownership or the Exchange of Series 2025 Bonds; Change in Denominations. The transfer of any Series 2025 Bond may be registered and any Series 2025 Bond may be exchanged, but no transfer of any Series 2025 Bond shall be valid unless the Series 2025 Bond is surrendered to the Registrar with the assignment form appearing on such Series 2025 Bond duly executed by the Registered Owner or such Registered Owner's duly authorized agent in a manner satisfactory to the Registrar. Upon such surrender, the Registrar shall cancel the surrendered Series 2025 Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee, a new Series 2025 Bond (or Series 2025 Bonds at the option of the Registered Owner) of the same date, series, maturity and interest rate 509254276.1 -20- Page 48 of 208 and for the same aggregate principal amount in any authorized denomination, as and naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered Series 2025 Bond, in exchange for such surrendered and canceled Series 2025 Bond. Any Series 2025 Bond may be surrendered to the Registrar, together with the assignment form appearing on such Series 2025 Bond duly executed, and exchanged, without charge, for an equal aggregate principal amount of Series 2025 Bonds of the same date, series, maturity and interest rate, in any authorized denomination. The Registrar shall not be obligated to register the transfer or exchange of any Series 2025 Bond during a period beginning at the opening of business on the Record Date with respect to an interest payment date and ending at the close of business on such interest payment date, or, in the case of any proposed redemption of the Series 2025 Bonds, after the mailing of notice of the call for redemption of such Series 2025 Bonds. (f) Registrar's Ownership of Series 2025 Bonds. The Registrar may become the Registered Owner of any Series 2025 Bond with the same rights it would have if it were not the Registrar, and to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as member of, or in any other capacity with respect to, any committee formed to protect the rights of the Registered Owners of the Series 2025 Bonds. (g) Registration Covenant. The Port covenants that, until all Series 2025 Bonds issued on a federally tax-exempt basis have been surrendered and canceled, it will maintain a system for recording the ownership of each Series 2025 Bond that complies with the provisions of Section 149 of the Code. (h) Place and Medium of Payment. The principal of, premium, if any, and interest on the Series 2025 Bonds shall be payable in lawful money of the United States of America. Interest on the Series 2025 Bonds shall be calculated on the basis of a 360-day year and twelve 509254276.1 -21- Page 49 of 208 30-day months. For so long as all Series 2025 Bonds are in fully immobilized form with DTC, payments of principal, premium, if any, and interest shall be made as provided to the parties entitled to receive payment as of each Record Date in accordance with the operational arrangements of DTC described in the Letter of Representations. In the event that the Series 2025 Bonds are no longer in fully immobilized form with DTC (or its successor or alternate depository), interest on the Series 2025 Bonds shall be paid by check mailed to the Registered Owners at the addresses for such Registered Owners appearing on the Bond Register as of the Record Date, and principal and premium, if any, of the Series 2025 Bonds shall be payable by check upon presentation and surrender of such Series 2025 Bonds by the Registered Owners at the principal office of the Registrar; provided, however, that if so requested in writing prior to the opening of business on the Record Date by the Registered Owner of at least $1,000,000 aggregate principal amount of Series 2025 Bonds of a series, interest on such Series 2025 Bonds will be paid thereafter by wire transfer on the date due to an account with a bank located within the United States. Section 6. Pledge of Available Intermediate Lien Revenues; Series 2025 Reserve Account Deposit. (a) Pledge of Available Intermediate Lien Revenue. Pursuant to the Intermediate Lien Master Resolution, the Intermediate Lien Bond Fund and the Intermediate Lien Reserve Account have been created for the purpose of paying and securing the payment of the principal of, premium, if any, and interest on all Outstanding Intermediate Lien Parity Bonds. The Port hereby irrevocably obligates and binds itself for as long as any Series 2025 Bonds remain outstanding to set aside and pay into the Intermediate Lien Bond Fund from Available Intermediate Lien Revenues or money in the Revenue Fund, on or prior to the respective dates 509254276.1 -22- Page 50 of 208 the same become due (and if such payment is made on the due date, such payment shall be made in immediately available funds): (1) Such amounts as are required to pay the interest scheduled to become due on Series 2025 Bonds; and (2) Such amounts with respect to Series 2025 Bonds as are required (A) to pay maturing principal, (B) to make any required sinking fund payments, and (C) to redeem Series 2025 Bonds in accordance with any mandatory redemption provisions. Said amounts so pledged to be paid into such special funds are hereby declared to be a prior lien and charge upon the Gross Revenue superior to all other liens and charges of any kind or nature whatsoever except for (i) Operating Expenses, (ii) liens and charges thereon of Permitted Prior Lien Bonds, and (iii) liens and charges equal in rank that have or may be made thereon to pay Net Payments due pursuant to any Parity Derivative Product and to pay and secure the payment of the principal of, premium, if any, and interest on Outstanding Intermediate Lien Parity Bonds and any Intermediate Lien Parity Bonds issued in the future under authority of a Series Resolution in accordance with the provisions of Sections 4 and 5 of the Intermediate Lien Master Resolution. (b) Reserve Account Deposit. The Series 2025 Reserve Account Deposit shall be deposited in the Intermediate Lien Reserve Account (or shall be satisfied through the issuance of one or more Surety Bonds) on the date of issuance of the Series 2025 Bonds. Together with existing reserve account balances in the Intermediate Lien Reserve Account, the Series 2025 Reserve Account Deposit shall be at least sufficient to meet the Intermediate Lien Reserve Requirement. The Designated Port Representative may decide to utilize one or more Surety Bonds to satisfy the Series 2025 Reserve Account Deposit; provided that each Surety Bond meets the 509254276.1 -23- Page 51 of 208 qualifications for Qualified Insurance. Upon such election, the Designated Port Representative is hereby authorized to execute and deliver one or more Surety Bond Agreements with one or more Surety Bond Issuers to effect the delivery of the Surety Bond(s). Section 7. (a) Designation of Refunded Bonds; Sale of Series 2025 Bonds. Designation of Refunded Bonds. As outlined in Section 2 and Section 9 of this series resolution, the Refunding Candidates may be called for redemption prior to their scheduled maturities. All or some of the Refunding Candidates may be defeased and/or refunded with the proceeds of the Series 2025 Bonds authorized by this series resolution. The Executive Director may select some or all of the Refunding Candidates and designate those Refunding Candidates as the "Refunded Bonds" in the Bond Purchase Contract if and to the extent that the criteria set forth in subsection (b) are met. (b) Series 2025 Bond Sale. The Series 2025 Bonds shall be sold at one or more negotiated sale(s) to the Underwriters pursuant to the terms of the applicable Bond Purchase Contract. The Designated Port Representative is hereby authorized to negotiate terms for the purchase of the Series 2025 Bonds and to execute one or more Bond Purchase Contracts, with such terms (including the designation of the Refunded Bonds and the Series 2025 Reserve Account Deposit) as are approved by the Executive Director pursuant to this section and consistent with this series resolution and the Intermediate Lien Master Resolution. The Commission has been advised by the Port's municipal advisor that market conditions are fluctuating and, as a result, the most favorable market conditions may occur on a day other than a regular meeting date of the Commission. The Commission has determined that it would be in the best interest of the Port to delegate to the Executive Director for a limited time the authority to approve the designation of the Refunded Bonds and to approve the number of series, final series designations, and with respect to each series, the date of sale, the tax status of each series, 509254276.1 -24- Page 52 of 208 interest rates, maturity dates, aggregate principal amount, principal amounts and prices of each maturity, redemption rights, and other terms and conditions of the Series 2025 Bonds. The Executive Director is hereby authorized to approve the designation of the Refunded Bonds and to approve the number of series, final series designations, and with respect to each series, the date of sale, the tax status of each series, interest rates, maturity dates, aggregate principal amount, principal amounts of each maturity and redemption rights for the Series 2025 Bonds in the manner provided hereafter (A) so long as the aggregate principal amount of the Series 2025 Bonds does not exceed the maximum principal amount set forth in Section 2, and (B) so long as the true interest cost for the Series 2025 Bonds of a series issued on a federally tax-exempt basis does not exceed 6.5% per annum, and so long as the true interest cost for the Series 2025 Bonds of a series issued on a federally taxable basis does not exceed 7.0% per annum. In designating the Refunded Bonds, determining the number of series, final series designations, the date of sale, tax status of each series, interest rates, prices, maturity dates, aggregate principal amount, principal amount of each maturity, redemption rights or provisions of the Series 2025 Bonds for approval and the Series 2025 Reserve Account Deposit, the Designated Port Representative, in consultation with Port staff and the Port's municipal advisor, shall take into account those factors that, in his or her judgment, will result in the most favorable interest cost on the Series 2025 Bonds of a series, including, but not limited to, current financial market conditions and current interest rates for obligations comparable in tenor and quality to the Series 2025 Bonds. Subject to the terms and conditions set forth in this section, the Designated Port Representative is hereby authorized to execute the final form of the Bond Purchase Contract, upon the Executive Director's approval of the Refunded Bonds, the number of series, final series designations, the date of sale, tax status of each series, interest rates, maturity dates, aggregate principal amount, principal amount of each maturity and redemption rights set forth 509254276.1 -25- Page 53 of 208 therein. Following the execution of the Bond Purchase Contract, the Executive Director or Designated Port Representative shall provide a report to the Commission, describing the final terms of the Series 2025 Bonds approved pursuant to the authority delegated in this section. The authority granted to the Designated Port Representative and the Executive Director by this section shall expire on May 27, 2026. If a Bond Purchase Contract for the Series 2025 Bonds of a series has not been executed by May 27, 2026, the authorization for the issuance of the Series 2025 Bonds of that series shall be rescinded, and the Series 2025 Bonds shall not be issued nor their sale approved unless the Series 2025 Bonds shall have been re-authorized by resolution of the Commission. The resolution reauthorizing the issuance and sale of the Series 2025 Bonds may be in the form of a new series resolution repealing this series resolution in whole or in part (only with respect to the Series 2025 Bonds not issued) or may be in the form of an amendatory resolution approving a bond purchase contract or extending or establishing new terms and conditions for the authority delegated under this section. Upon the adoption of this series resolution, the proper officials of the Port, including the Designated Port Representative, are authorized and directed to undertake all other actions necessary for the prompt execution and delivery of the Series 2025 Bonds to the Underwriters thereof and further to execute all closing certificates and documents required to effect the closing and delivery of the Series 2025 Bonds in accordance with the terms of the Bond Purchase Contract. The Designated Port Representative and other Port officials, agents and representatives are hereby authorized and directed to do everything necessary for the prompt issuance, execution and delivery of the Series 2025 Bonds to the Underwriters and for the proper application and use of the proceeds of sale of the Series 2025 Bonds. In furtherance of the foregoing, the Designated Port Representative is authorized to approve and enter into agreements for the payment of costs 509254276.1 -26- Page 54 of 208 of issuance, including Underwriters' discount, the fees and expenses specified in the Bond Purchase Contract, including fees and expenses of the Underwriters and other retained services, including Bond Counsel, disclosure counsel, rating agencies, fiscal agent, escrow agent verification agent, financial advisory services, independent consultant, and other expenses customarily incurred in connection with the issuance and sale of bonds. The Designated Port Representative is authorized to ratify, execute, deliver and approve for purposes of the Rule, on behalf of the Port, the final official statement(s) (and to approve, deem final and deliver any preliminary official statement) and any supplement thereto relating to the issuance and sale of the Series 2025 Bonds and the distribution of the Series 2025 Bonds pursuant thereto with such changes, if any, as may be deemed by him/her to be appropriate. Section 8. (a) Application of Series 2025 Bond Proceeds. Application of Project Bond Proceeds. The proceeds of the Project Bonds (exclusive of the Underwriters' discount and any amounts that may be designated by the Designated Port Representative in a closing certificate to be allocated to pay costs of issuance or any Bond Insurance Policy premium and/or a Surety Bond premium) shall be applied as follows: (1) An amount(s), if any, specified by the Designated Port Representative shall be deposited into one or more capitalized interest accounts (hereinafter authorized to be created); (2) An amount specified by the Designated Port Representative as required to pay the Series 2025 Reserve Account Deposit shall be deposited into the Intermediate Lien Reserve Account; and (3) An amount specified by the Designated Port Representative shall be deposited into one or more capital project accounts and used to pay costs of issuance and, together with other available moneys, to pay costs of the Projects. 509254276.1 -27- Page 55 of 208 If interest on the Project Bonds is to be capitalized, the Treasurer of the Port is hereby authorized and directed to create one or more capitalized interest accounts for the purpose of holding certain Project Bond proceeds and interest earnings thereon to be used and disbursed to pay interest on the Series 2025 Bonds through the date or dates specified by the Designated Port Representative. The Treasurer shall invest the net proceeds of the Project Bonds in such obligations as may now or hereafter be permitted to port districts of the State of Washington by law and that will mature prior to the date on which such money shall be needed. Earnings on such investments, except as may be required to pay rebatable arbitrage pursuant to the Federal Tax Certificate, may be used for Port purposes or transferred to the Intermediate Lien Bond Fund for the uses and purposes therein provided. The Port shall maintain books and records regarding the use and investment of proceeds of Series 2025 Bonds issued on a federally tax-exempt basis in order to maintain compliance with its obligations under its Federal Tax Certificate. (b) Application of Refunding Bond Proceeds. The net proceeds of the Refunding Bonds (exclusive of the Underwriters' discount and any amounts that may be designated by the Designated Port Representative in a closing certificate to be allocated to pay costs of issuance or any Bond Insurance Policy premium and/or a Surety Bond premium, or to satisfy a portion of the Intermediate Lien Reserve Requirement), together with other available funds of the Port in the amount specified by the Designated Port Representative, shall be utilized immediately upon receipt thereof to pay and redeem the Refunded Bonds and/or shall be paid at the direction of the Treasurer to the Escrow Agent (if the Designated Port Representative has determined that an escrow is necessary or desirable to effect the defeasance of all or a portion of the Refunded Bonds). 509254276.1 -28- Page 56 of 208 (c) Defeasance of Refunded Bonds. Subject to and in accordance with the resolution authorizing the issuance of the Refunded Bonds, the net proceeds of the Refunding Bonds so deposited shall be utilized immediately upon receipt thereof to pay and redeem Refunded Bonds and/or to purchase the noncallable Government Obligations that are direct or indirect obligations of the United States or obligations unconditionally guaranteed by the United States specified by the Designated Port Representative (the "Acquired Obligations") and to maintain such necessary beginning cash balance to defease the Refunded Bonds and to discharge the other obligations of the Port relating thereto under the resolution authorizing their issuance, by providing for the payment of the interest on the Refunded Bonds to the date fixed for redemption and the redemption price (the principal amount plus any premium required) on the date fixed for redemption of the Refunded Bonds. Subject to compliance with all conditions set forth in the resolution authorizing the issuance of the Refunded Bonds, when the final transfers have been made for the payment of such redemption price and interest on the Refunded Bonds, any balance then remaining shall be transferred to the account designated by the Port and used for the purposes specified by the Designated Port Representative. (d) Acquired Obligations. The Acquired Obligations, if any, shall be payable in such amounts and at such times that, together with any necessary beginning cash balance, will be sufficient to provide for the payment of: (1) the interest on the Refunded Bonds as such becomes due on and before the dates fixed for redemption of the Refunded Bonds; and (2) the price of redemption of the Refunded Bonds on the date fixed for redemption of the Refunded Bonds. (e) Authorizing Appointment of Escrow Agent and Verification Agent. The Commission hereby authorizes and directs the Designated Port Representative (if the Designated 509254276.1 -29- Page 57 of 208 Port Representative determines that an escrow would be necessary or desirable to effect the defeasance of all or a portion of the Refunded Bonds) to select a financial institution to act as the escrow agent for all or a portion of the Refunded Bonds and also to select a verification agent for some or all of the Refunded Bonds. Section 9. Redemption of Refunded Bonds. The Commission hereby calls the callable Refunded Bonds for redemption on the redemption date specified by the Designated Port Representative in accordance with the provisions of the resolution authorizing the issuance, redemption and retirement of the Refunded Bonds, respectively, prior to their maturity dates. The Designated Port Representative may cause to be disseminated a conditional notice of redemption prior to the closing and delivery of the Refunding Bonds and if a notice of redemption has been disseminated, such notice may be revoked at the option of the Designated Port Representative. Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after the closing and delivery of the Refunding Bonds. If so appointed, the Escrow Agent shall be authorized and directed to provide for the giving of irrevocable notice of the redemption of those Refunded Bonds designated in the Escrow Agreement in accordance with the terms of the resolution authorizing the issuance of such Refunded Bonds and as described in the Escrow Agreement. The Treasurer is authorized and directed to provide whatever assistance is necessary to accomplish such redemption and the giving of irrevocable notice therefor. The costs of mailing of such notice shall be an expense of the Port. The Port or the Escrow Agent, if any, on behalf of the Port, shall be authorized and directed to pay to the fiscal agent of the State of Washington, sums sufficient to pay, when due, the payments specified in Section 8(d) of this series resolution. All such sums shall be paid from 509254276.1 -30- Page 58 of 208 the moneys and the Acquired Obligations pursuant to the previous section of this series resolution, and the income therefrom and proceeds thereof. If an Escrow Agent is appointed, the Port will ascertain that all necessary and proper fees, compensation and expenses of the Escrow Agent for the Refunded Bonds shall be paid when due. If an Escrow Agent is appointed, the Designated Port Representative is authorized and directed to execute and deliver the Escrow Agreement to the Escrow Agent when the provisions thereof have been fixed and determined for closing and delivery of the Refunding Bonds. The Escrow Agreement, if any, shall be in form and substance satisfactory to the Designated Port Representative and the Escrow Agent, and may include a separate Costs of Issuance Agreement. Section 10. (a) Tax Covenants. General. The Port covenants that it will not take or permit to be taken on its behalf any action that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on such Series 2025 Bonds issued on a federally tax-exempt basis, and will take or require to be taken such acts as may reasonably be within its ability and as may from time to time be required under applicable law to continue the exclusion from gross income for federal income tax purposes of the interest on such Series 2025 Bonds issued on a federally tax-exempt basis. The Port shall comply with its covenants set forth in the Federal Tax Certificate with respect to such Series 2025 Bonds issued on a federally tax-exempt basis. (b) No Bank Qualification. The Series 2025 Bonds shall not be qualified tax-exempt obligations pursuant to Section 265(b) of the Code for investment by financial institutions. Section 11. Lost, Stolen, Mutilated or Destroyed Series 2025 Bonds. In case any Series 2025 Bond shall be lost, stolen, mutilated or destroyed, the Registrar may execute and deliver a new Series 2025 Bond of like series, maturity, date, number and tenor to the Registered Owner thereof upon the owner's paying the expenses and charges of the Port in connection 509254276.1 -31- Page 59 of 208 therewith and upon his/her filing with the Port evidence satisfactory to the Port that such Series 2025 Bond was actually lost, stolen or destroyed (including the presentation of a mutilated Series 2025 Bond) and of his/her ownership thereof, and upon furnishing the Port and the Registrar with indemnity satisfactory to both. Section 12. Form of Series 2025 Bonds and Registration Certificate. The Series 2025 Bonds shall be in substantially the following form: [DTC HEADING] NO. ______ UNITED STATES OF AMERICA $____________ STATE OF WASHINGTON PORT OF SEATTLE INTERMEDIATE LIEN REVENUE [AND] [REFUNDING] BOND, SERIES 2025[A][B][C] [(Non-AMT)][(Private Activity - AMT)][(Taxable)] Maturity Date: ________, _____ CUSIP No. _______ Interest Rate: Registered Owner: Cede & Co. Principal Amount: THE PORT OF SEATTLE, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the "Port"), promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above, solely from the special fund of the Port known as the "Port of Seattle Revenue Intermediate Lien Bond Fund" (the "Intermediate Lien Bond Fund") created by Resolution No. 3540, as amended (the "Intermediate Lien Master Resolution" and together with Resolution No. 3837, hereinafter collectively referred to as the "Bond Resolution"), the Principal Amount indicated above and to pay interest thereon from the Intermediate Lien Bond Fund from the date of initial delivery, or the most recent date to which interest has been paid or duly provided for or until payment of this bond at the Interest Rate set forth above, payable semiannually on the first days of each __________ and __________ beginning on __________ 1, 20___. The principal of, premium, if any, and interest on this bond are payable in lawful money of the United States of America. Principal, premium, if any, and interest shall be paid as provided in the Blanket Issuer Letter of Representations (the "Letter of Representations") by the Port to The Depository Trust Company ("DTC") (or its successor or alternate depository) or other registered owner. Capitalized terms used in this bond which are not specifically defined have the meanings given such terms in the Bond Resolution. The Treasurer of the Port has appointed the fiscal agent for the State of Washington as the initial registrar, authenticating and paying agent for the bonds of this series. 509254276.1 -32- Page 60 of 208 This bond is one of a series of bonds of the Port in the aggregate principal amount of $__________, of like date, tenor and effect, except as to number, amount, rate of interest and date of maturity and is issued pursuant to the Bond Resolution to [pay or reimburse costs of capital improvement projects][to defease and/or refund certain outstanding Port revenue bonds]. [Simultaneously herewith, the Port is issuing [two] other series of revenue bonds: its Intermediate Lien Revenue [and] [Refunding] Bonds, Series 2025[A][B][C] [(Non-AMT)] [(Private Activity - AMT)] [(Taxable)] in the principal amount of $___________], and Intermediate Lien Revenue [and] [Refunding] Bonds, Series 2025[A][B][C] [(Non-AMT)] [(Private Activity - AMT)] [(Taxable)], in the principal amount of $[___________]. The bonds of this issue maturing on and after ________ 1, ____ shall be subject to optional redemption in advance of their scheduled maturity on and after ____________ in whole or in part on any date at a price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption. [The bonds of this issue maturing on _______ 1, ___ shall be redeemed by the Port on _______ 1 of the following years in the following principal amounts at a price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption: Redemption Dates Amounts $ * Final Maturity] [The bonds of this series are [not] private activity bonds.] The bonds of this series are not "qualified tax-exempt obligations" eligible for investment by financial institutions within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended. [The Port has taken no action to cause the interest on this bond to be exempt from general federal income taxation.] The Port hereby covenants and agrees with the owner and holder of this bond that it will keep and perform all the covenants of this bond and the Bond Resolution. The Port does hereby pledge and bind itself to set aside and pay into the Intermediate Lien Bond Fund and Intermediate Lien Reserve Account from Available Intermediate Lien Revenues or money in the Revenue Fund the various amounts required by the Bond Resolution to be paid into and maintained in said Fund and Account, all within the times provided by said Bond Resolution. The amounts pledged to be paid out of Gross Revenue into the Intermediate Lien Bond Fund and Intermediate Lien Reserve Account are hereby declared to be a first and prior lien and charge upon the Gross Revenue, subject to the payment of Operating Expenses of the Port and subject further to the liens thereon of the Permitted Prior Lien Bonds and equal in rank to the lien and charge upon such Gross Revenue of the amounts required to pay and secure the payment of any Net Payments due pursuant to any Parity Derivative Product, any Outstanding Intermediate Lien Parity Bonds and any revenue bonds of the Port hereafter issued on a parity with the Outstanding Intermediate Lien Parity Bonds and the bonds of this issue. -33509254276.1 Page 61 of 208 The Port has further bound itself to establish, maintain and collect rentals, tariffs, rates, fees, and charges in the operation of all of its businesses for as long as any bonds of this issue are outstanding that will make available, for the payment of the principal thereof and interest thereon as the same shall become due, Available Intermediate Lien Revenues in an amount equal to or greater than the Rate Covenant defined in the Intermediate Lien Master Resolution. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Registrar. It is hereby certified and declared that this bond and the bonds of this issue are issued pursuant to and in strict compliance with the Constitution and laws of the State of Washington and resolutions of the Port and that all acts, conditions and things required to be done precedent to and in the issuance of this bond have happened, been done and performed. IN WITNESS WHEREOF, the Port of Seattle has caused this bond to be executed by the manual or facsimile signatures of the President and Secretary of the Port Commission, and the corporate seal of the Port to be impressed or a facsimile thereof imprinted hereon as of the ____ day of __________, 2025. PORT OF SEATTLE By /s/ President, Port Commission ATTEST: /s/ Secretary, Port Commission CERTIFICATE OF AUTHENTICATION Date of Authentication: _______________ This bond is one of the bonds described in the within mentioned Bond Resolution and is one of the Intermediate Lien Revenue [and] [Refunding] Bonds, Series 2025[A][B][C] [(Non-AMT)] [(Private Activity - AMT)][(Taxable)] of the Port of Seattle, dated _____________, 2025. WASHINGTON STATE FISCAL AGENT, as Registrar By Authorized Signer * * * * * * * * 509254276.1 -34- Page 62 of 208 In the event any Series 2025 Bonds are no longer in fully immobilized form, the form of such Series 2025 Bonds may be modified to conform to printing requirements and the terms of this series resolution. Section 13. Execution. The Series 2025 Bonds shall be executed on behalf of the Port with the manual or facsimile signature of the President of its Commission, shall be attested by the manual or facsimile signature of the Secretary thereof and shall have the seal of the Port impressed or a facsimile thereof imprinted thereon. Only such Series 2025 Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, manually executed by the Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this series resolution. Such Certificate of Authentication shall be conclusive evidence that the Series 2025 Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this series resolution. In case either of the officers of the Port who shall have executed the Series 2025 Bonds shall cease to be such officer or officers of the Port before the Series 2025 Bonds so signed shall have been authenticated or delivered by the Registrar, or issued by the Port, such Series 2025 Bonds may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the Port as though those who signed the same had continued to be such officers of the Port. Any Series 2025 Bond may also be signed and attested on behalf of the Port by such persons as on the actual date of execution of such Series 2025 Bond shall be the proper officers of the Port although on the original date of such Series 2025 Bond any such person shall not have been such officer. Section 14. Defeasance. In the event that money and/or noncallable Government Obligations that are direct obligations of the United States or obligations unconditionally 509254276.1 -35- Page 63 of 208 guaranteed by the United States maturing or having guaranteed redemption prices at the option of the owner at such time or times and bearing interest to be earned thereon in amounts (together with such money, if any) sufficient to redeem and retire part or all of the Series 2025 Bonds in accordance with their terms, are hereafter irrevocably delivered to the Registrar for payment such Series 2025 Bonds or set aside in a special account and pledged to effect such redemption and retirement, and, if the Series 2025 Bonds are to be redeemed prior to maturity, irrevocable notice, or irrevocable instructions to give notice of such redemption has been delivered to the Registrar, then no further payments need be made into the Intermediate Lien Bond Fund or any account therein for the payment of the principal of, premium, if any, and interest on the Series 2025 Bonds so provided for and such Series 2025 Bonds shall then cease to be entitled to any lien, benefit or security of the Intermediate Lien Master Resolution or this series resolution, except the right to receive the funds so set aside and pledged and such notices of redemption, if any, and such Series 2025 Bonds shall no longer be deemed to be outstanding hereunder, under the Intermediate Lien Master Resolution or under any resolution authorizing the issuance of bonds or other indebtedness of the Port. The Port shall provide notice of defeasance of any Series 2025 Bonds to the Registered Owners of the Series 2025 Bonds being defeased, to the Bond Insurer, if any, and to each party entitled to receive notice under the Continuing Disclosure Undertaking authorized pursuant to Section 15 of this series resolution. Section 15. Undertaking to Provide Ongoing Disclosure. The Designated Port Representative is authorized to, in his or her discretion, execute and deliver a Continuing Disclosure Undertaking providing for an undertaking by the Port to assist the Underwriters in complying with the Rule. 509254276.1 -36- Page 64 of 208 Section 16. Bond Insurance. The payments of the principal of and interest on one or more series, or principal maturities within one or more series, of the Series 2025 Bonds may be insured by the issuance of the Bond Insurance Policy. The Designated Port Representative may solicit proposals from municipal bond insurance companies, and the Designated Port Representative, in consultation with the Port's financial advisor, is hereby authorized to select the proposal that is deemed to be the most cost effective and further to execute the Bond Insurance Commitment with the Bond Insurer, which may include such covenants and conditions as shall be approved by the Designated Port Representative. Section 17. Compliance with Parity Conditions. The Commission hereby finds and determines as required by Section 5(b) of the Intermediate Lien Master Resolution, as follows: First: The Port is not in default of its covenant under Section 5 of the Intermediate Lien Master Resolution; and Second: The Commission has been assured that prior to the issuance and delivery of the Series 2025 Bonds, the Port will meet the conditions set forth in Section 5(c) of the Intermediate Lien Master Resolution and/or will deliver either: (A) a certificate prepared as provided in the Intermediate Lien Master Resolution and executed by the Designated Port Representative stating that Available Intermediate Lien Revenues as First Adjusted during the Base Period were at least equal to 110 percent of Annual Debt Service in each year of the Certificate Period with respect to all Intermediate Lien Parity Bonds then outstanding and then proposed to be issued; or (B) a Consultant's certificate, prepared as provided in the Intermediate Lien Master Resolution and stating that projected Available Intermediate Lien Revenues as First Adjusted will be at least equal to 110 percent of Annual Debt Service in each 509254276.1 -37- Page 65 of 208 year of the Certificate Period with respect to all Intermediate Lien Parity Bonds then outstanding and then proposed to be issued. The limitations contained in the conditions provided in Section 5(b) of the Intermediate Lien Master Resolution having been complied with, the payments required herein to be made out of the Available Intermediate Lien Revenues to pay and secure the payment of the principal of, premium, if any, and interest on the Series 2025 Bonds shall constitute a lien and charge upon such a charge and lien upon the Available Intermediate Lien Revenues equal to the lien thereon of Outstanding Intermediate Lien Parity Bonds. Section 18. Resolution and Laws a Contract with the Series 2025 Bond Owners. This series resolution is adopted under the authority of and in full compliance with the Constitution and laws of the State of Washington. In consideration of the purchase and ownership of the Series 2025 Bonds, the provisions of this series resolution and of said laws shall constitute a contract with the owners of the Series 2025 Bonds, and the obligations of the Port and its Commission under said laws and under this series resolution shall be enforceable by any court of competent jurisdiction; and the covenants and agreements herein and in the Series 2025 Bonds set forth shall be for the equal benefit of the owners of the Series 2025 Bonds. Section 19. Severability. If any one or more of the covenants or agreements provided in this series resolution to be performed on the part of the Port shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and shall be deemed separable from the remaining covenants and agreements in this series resolution and shall in no way affect the validity of the other provisions of this series resolution or of any Intermediate Lien Parity Bonds. Section 20. Effective Date. This series resolution shall be effective immediately upon its adoption. 509254276.1 -38- Page 66 of 208 ADOPTED by the Port Commission of the Port of Seattle at duly noticed meeting thereof, held this _____ day of _______, 2025, and duly authenticated in open session by the signatures of the Commissioners voting in favor thereof. PORT OF SEATTLE Commissioners 509254276.1 -39- Page 67 of 208 EXHIBIT A REFUNDING CANDIDATES Port of Seattle Intermediate Lien Revenue Refunding Bonds, Series 2016 (Non-AMT)(1) Maturity Dates (February 1) Principal Amounts Interest Rates 2027 2028 2029 2030 $ 16,045,000 16,865,000 17,735,000 18,645,000 5.00% 5.00 5.00 5.00 (1) Callable at any time on and after February 1, 2026, in whole or in part on any date, with maturities to be selected by the Port, at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the date fixed for redemption. 509254276.1 A-1 Page 68 of 208 EXHIBIT B PROJECTS Runway, apron and safety areas construction, repairs and improvements; airfield infrastructure construction, repairs and upgrades; noise mitigation; property acquisition, Airport Terminal and parking garage construction, modification, repairs, improvements including equipment acquisition; roadway and ground transportation improvements; airport support systems and services improvements; planning work relating to future facilities on or near the Airport; property acquisitions for Airport expansion adjacent or near to the Airport and other airport improvements that are functionally related to the airfield, air terminal and Airport property improvements described above at Seattle-Tacoma International Airport, 17801 Pacific Highway South, Seatac, WA 98158, which is owned and operated by the Port. 509254276.1 B-1 Page 69 of 208 CERTIFICATE I, the undersigned, Secretary of the Port Commission (the "Commission") of the Port of Seattle (the "Port"), DO HEREBY CERTIFY: 1. That the attached resolution numbered 3837 (the "Resolution"), is a true and correct copy of a resolution of the Port, as finally adopted at a meeting of the Commission held on the 27th day of May, 2025, and duly recorded in my office. 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the Commission was present throughout the meeting and a legally sufficient number of members of the Commission voted in the proper manner for the adoption of said Resolution; that all other requirements and proceedings incident to the proper adoption of said Resolution have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of May, 2025. Secretary 509254276.1 Page 70 of 208 Item No. 8c supp________ Meeting Date: May 27, 2025 Intermediate Lien Revenue & Refunding Bonds Series 2025 May 27, 2025 1 Page 71 of 208 Adoption of Resolution No. 3837 • Sale and Issuance of Intermediate Lien Revenue & Refunding Bonds - Fund Airport capital investments - Refund outstanding debt for savings • Draft Plan of Finance anticipates the use of new revenue bonds to fund $3.4 billion of Airport capital investments from 2025-2029 - 2025 Revenue Bonds to provide partial funding • 2025 bonds issued in multiple series based on federal tax status: - Governmental Bonds - no income tax for investors - Private Activity Bonds - no regular tax, but subject to Alternative Minimum Tax (AMT) - Taxable Bonds (if needed) - investors subject to regular federal income tax 2 Page 72 of 208 Purpose of the Bonds Funding for Capital Projects ~$700 million (1) • Partial funding of Airport CIP, as outlined in the Draft Plan of Finance • Revenue bonds are the primary funding source for Airport capital investments Refund Existing Bonds ~$69 million (1) • Refund outstanding revenue refunding bonds issued in 2016 (originally issued in 2000) • Estimated present value savings if the savings targets are met is ~$1.4 million (1) estimate 3 Page 73 of 208 Fund Airport Capital Investments Projects include: • • • • • C Concourse Expansion SEA Gateway Project S Concourse Evolution Continuation of Baggage Handling System Optimization and Airfield Pavement Replacement A Concourse Expansion Some flexibility to redirect bond proceeds to other Airport capital projects, subject to meeting project eligibility requirements (federal tax) Actual spending on projects is subject to appropriate authorization 4 Page 74 of 208 Resolution No. 3837 • Similar in all material respect to other Intermediate Lien resolutions • Delegation Limits: - Maximum Par Amount: $950 million - Maximum Interest Rates: • 6.5% - Tax Exempt Bonds • 7.0% - Taxable Bonds (if needed) - Bond sale must occur by May 27, 2026 - Exceeding limits requires further authorization - Pursuant to Intermediate Lien Master Resolution - Provides approval delegation to Executive Director, Deputy Executive Director or Chief Financial Officer • Bonds will be sold by Port underwriting team led by Morgan Stanley • Provides funding for - - - Bond issuance costs Capitalized interest during construction Contribution to the debt service reserve 5 Page 75 of 208 Next Steps • Meetings with credit rating agencies July 9-10th • Bond sale scheduled for August 5th • Bond closing scheduled for August 21st 6 Page 76 of 208 COMMISSION AGENDA MEMORANDUM ACTION ITEM Item No. Date of Meeting DATE : May 19, 2025 TO: Stephen P. Metruck, Executive Director FROM: Keri Stephens, Director, Aviation Facilities and Capital Programs Eileen Francisco, Director Aviation Project Management 8d May 27, 2025 SUBJECT: Parking Garage Rehabilitation (#C801307) Amount of this request: $ 6,785,000 Total estimated project cost: $55,709,000 ACTION REQUESTED Request Commission authorization for the Executive Director to complete the design for the Parking Garage Rehabilitation project at Seattle-Tacoma International Airport (SEA) for a total authorization of $8,885,000. EXECUTIVE SUMMARY The SEA Parking Garage was constructed in three phases; the oldest central portion dating back to 1969 has passed its 50-year asset life, and two outboard expansion phases that were constructed in the 1990s. The project will provide architectural, fire suppression, mechanical/HVAC, medium voltage power, storm drainage, and structural/seismic improvements necessary to extend the asset life of the facility and meet current code requirements. The SEA Parking Garage currently supports public parking and ground transportation operations and is the highest non-aeronautical revenue generator at SEA. In November 2023, Commission authorized the execution of a project-specific design services contract and the completion of preliminary work. This request supports the completion of design and is within budget; additional Commission authorization will be required for construction. JUSTIFICATION This project supports the following Century Agenda strategic goal to advance this region as a leading tourism destination and business gateway, through the objective to meet the region's air transportation needs by delivering vital facilities and infrastructure in a sustainable and costeffective manner. The SEA Parking Garage is a major facility supporting both public parking (terminal direct, general, and pre-booked parking) and ground transportation (app based rideshare, courtesy vehicle, cruise charter bus, door to door service, pre-arranged limousine, and Template revised January 10, 2019. Page 77 of 208 COMMISSION AGENDA - Action Item No. 8d Meeting Date: May 27, 2025 Page 2 of 5 taxi) operations. In 2024 public parking generated $111.0 million, and ground transportation generated $25.3 million, in operating revenue for the Port. This aging facility has had an increased frequency of failing infrastructure and systems, and outdated systems that no longer support the operational need or meet current code requirements. Diversity in Contracting The design services contract for this project has a 30% commitment for women and minority business enterprises (WMBE) participation. DETAILS This project will address the most critical aging facility components including architectural, fire suppression, mechanical/HVAC, medium voltage power, storm drainage, and structural/seismic. Separate efforts have already been completed, or are underway, that address communications, lighting, low voltage power, revenue control, and vertical circulation systems within the facility. As part of the preliminary work a conditions assessment was completed that identified the deficiencies within the SEA Parking Garage and the codes and standards that will be utilized to address those deficiencies. This request will support the completion of the facility assessment report, and the design of the prioritized improvements that will be completed as part of this project. Future Commission authorization will be required to support the construction of the improvements. It is likely that future projects will need to be programmed to address the full list of deficiencies identified in the conditions assessment and extend the service life of the facility. Scope of Work Port staff anticipates that the full project scope will include the following, and will need to be delivered through this and future projects: • Architectural: The installation of new or replacement of failed or failing weatherproofing membranes and required accessibility improvements. • Fire Suppression: The replacement or upgrade of the two separate fire suppression systems in the facility to meet code requirements. • Mechanical/HVAC: The replacement or upgrade of existing ventilation systems to meet code requirements. • Medium Voltage Power: The replacement or upgrade of the medium voltage power system to support included scoped improvements. • Storm Drainage: The replacement of failed or failing infrastructure, and a new connection into the storm drainage system instead of the industrial wastewater system providing capacity relief for SEA's industrial wastewater treatment plant. • Structural/Seismic: The renewal/repair of existing structural elements, replacement of expansion joints, and structural and seismic upgrades. Template revised June 27, 2019 (Diversity in Contracting). Page 78 of 208 COMMISSION AGENDA - Action Item No. 8d Meeting Date: May 27, 2025 Page 3 of 5 Schedule Design Complete Begin Construction In-use date 2026 Quarter 4 2027 Quarter 1 2030 Quarter 1 Cost Breakdown This Request Total Project Design Construction Total $6,785,000 $0 $8,885,000 $8,885,000 $46,824,000 $55,709,000 ALTERNATIVES AND IMPLICATIONS CONSIDERED Alternative 1 - Stop work and defer improvements or upgrades for the SEA Parking Garage Cost Implications: $1.1 Million (estimated costs to date) Pros: (1) Cons: (1) (2) (3) No additional capital cost required. Does not address the current identified deficiencies or code requirements. Defers investment to extend service life of critical SEA asset and thereby increasing risk of facility failure. Does not provide capacity relief for SEA's industrial wastewater treatment plant. This is not the recommended alternative. Alternative 2 - Address code requirements and critical structural repairs/upgrades for the SEA Parking Garage. Cost Implications: $30,000,000 Pros: (1) Addresses code requirements. (2) Reduced capital investment required. (3) Extends the service life of some infrastructure systems of critical SEA asset. Cons: (1) Does not address all the current identified deficiencies. (2) Defers investment for some infrastructure systems to extend service life of critical SEA asset. (3) Does not provide capacity relief for SEA's industrial wastewater treatment plant. This is not the recommended alternative. Template revised June 27, 2019 (Diversity in Contracting). Page 79 of 208 COMMISSION AGENDA - Action Item No. 8d Meeting Date: May 27, 2025 Page 4 of 5 Alternative 3 - Address code requirements and prioritized deficiencies for the SEA Parking Garage. Cost Implications: $55,709,000.00 Pros: (1) Addresses code requirements and identifies deficiencies. (2) Extends the service life of the SEA Parking Garage, a critical asset. (3) Provides capacity relief for SEA's industrial wastewater treatment plant. Cons: (1) Requires greater capital investment. This is the recommended alternative. FINANCIAL IMPLICATIONS Cost Estimate/Authorization Summary Capital Expense Total COST ESTIMATE Original estimate $55,709,000 $0 $55,709,000 AUTHORIZATION Previous authorizations Current request for authorization Total authorizations, including this request Remaining amount to be authorized $2,100,000 $6,785,000 $8,885,000 $46,859,000 $0 $0 $0 $0 $2,100,000 $6,785,000 $8,885,000 $46,859,000 Annual Budget Status and Source of Funds This project #C801307 was included in the 2025-2029 capital budget and plan of finance with a total budget of $55,709,000. This project will be funded by the Airport Development Fund and future bonds. Financial Analysis and Summary Project cost for analysis Business Unit (BU) Effect on business performance (NOI after depreciation) IRR/NPV (if relevant) CPE Impact $55,709,000 Public Parking NOI after depreciation will decrease N/A N/A Future Revenues and Expenses (Total cost of ownership) The operation and maintenance costs are anticipated to increase with improvements to the fire suppression and ventilation systems. Based upon the average yearly rainfall, costs for the Template revised June 27, 2019 (Diversity in Contracting). Page 80 of 208 COMMISSION AGENDA - Action Item No. 8d Meeting Date: May 27, 2025 Page 5 of 5 treatment of stormwater from the SEA Parking Garage is expected to decrease by $135,000 annually. ADDITIONAL BACKGROUND The SEA Parking Garage Rehabilitation Project is one of several projects occurring in the SEA Parking Garage. These other projects include:  Parking Garage Elevators Modernization (C800789): This project is currently under construction and will replace the existing elevator systems and rehabilitate the elevator cab interiors. Work is anticipated to be completed by Q2 2026.  Parking Garage Low Voltage (C800901): This project is currently under construction and will replace the low voltage power distribution equipment in the Parking Garage. Work is anticipated to be completed by Q2 2027.  3rd Floor Ground Transportation Booth Enhancements (C801128): This project has advertised for construction bids and will renovate and expand the ground transportation booth and adjacent restrooms on the third floor of the Parking Garage. Work is anticipated to be completed by Q2 2026.  Parking garage UPS Replacement (C801329): This project is in preliminary design and will replace the uninterruptible power supplies (UPS) supporting revenue control equipment at the parking entrances and fourth floor payment kiosks. Work is anticipated to be completed by Q1 2027. ATTACHMENTS TO THIS REQUEST (1) Presentation slides PREVIOUS COMMISSION ACTIONS OR BRIEFINGS November 21,2023 - The Commission authorized the execution of a project-specific design services contract and completion of preliminary project work for $2,100,000. Template revised June 27, 2019 (Diversity in Contracting). Page 81 of 208 Item No. Date of Meeting 8d_supp May 27, 2025 Parking Garage Rehabilitation (#C801307) Design Authorization Page 82 of 208 Parking Garage Rehabilitation Request Commission Authorization for Executive Director to complete the design for the Parking Garage Rehabilitation project at Seattle-Tacoma International Airport for a total authorization of $8,885,000. 2 Page 83 of 208 Project Location 3 Page 84 of 208 Existing Conditions Structure Fire Suppression Ventilation 4 Page 85 of 208 Existing Conditions (Continued) Lift Station Expansion Joints Plumbing 5 Page 86 of 208 Project Budget and Schedule Project Budget : $55,709,000 Previous Request: $ 2,100,000 This Request: $ 6,785,000 Total Authorized: $ 8,885,000 Preliminary Project Schedule: • Design Complete Q4 2026 • Construction Auth. Q4 2026 • Begin Construction Q1 2027 • Complete Construction Q1 2030 Project is on budget 6 Page 87 of 208 Cone of Certainty We are here 7 Page 88 of 208 COMMISSION AGENDA MEMORANDUM Item No. ACTION ITEM Date of Meeting 8e May 27, 2025 DATE: May 20, 2025 TO: Stephen P. Metruck, Executive Director FROM: Leslie Horton, Program Manager & Data Analyst for Aviation, Workforce Development Anna Pavlik, Director, Workforce Development Bookda Gheisar, Senior Director, Office of Equity, Diversity, and Inclusion SUBJECT: Multi-Year Funding Request for Aviation Security Training Amount of this request: Total requested project cost: $208,500 $208,500 ACTION REQUESTED Request Commission authorization for the Executive Director to approve OEDI to invest $208,500 in aviation security training for the next three years, 2026 - 2028. This authorization will direct the Port of Seattle to contract up to a total of $208,500 to an organization capable of providing aviation security training to Seattle-Tacoma International Airport (SEA) employees and near-port community members. EXECUTIVE SUMMARY The Commission has approved two training pathways at SEA, which are both now being delivered in partnership with South Seattle College and Port Jobs: Aviation Maintenance Technician and Ground Support Equipment Mechanic. To invest more Port resources into preparing people for quality, family-wage careers, this third training program will target the many growing career options in aviation security and offer near-port community members access to wage progression. The aviation security training will provide SEA employees and near-port community members with training in aviation security regulations and the international organizations behind them, common airport and in-flight security measures for responding to threats, artificial intelligence as a mechanism to aid security measures, SIDA badge overview, and more. The training will Template revised January 10, 2019. Page 89 of 208 COMMISSION AGENDA - Action Item No. 8e Meeting Date: May 27, 2025 Page 2 of 4 prepare participants for an entry-level career in aviation security. The successful bidder for the solicitation will enter into a three-year contract with OEDI in partnership with Port Jobs. JUSTIFICATION OEDI recommends the aviation security training for a number of reasons: 1) People with limited work experience and/or limited English skills will benefit from introductory aviation security training and SIDA badge training, making them more competitive for open positions. 2) Demand for trained security employees is forecasted to remain high. 3) There is strong potential for wage/career progression in the field of security and other aviation careers. 4) Local training programs exist, including many online trainings. 5) SEA has in-house experts to advise on training development to meet the Port's hiring needs. 6) Aligns with the Port's Century Agenda to increase equitable access to quality wage jobs. 7) The training is short, making it more accessible for working adults. Participants may be eligible for security jobs within one quarter. DETAILS OEDI committed to developing a third training pathway at SEA after successfully launching the Aviation Maintenance Technician and Ground Support Equipment Mechanic bridge training programs. Upon approval, OEDI will execute a solicitation to hire an organization to develop a new or modify an existing one to two quarter program in AV Security, which would prepare SEA employees and near-port community members for the Port's Level 1 security role as well as other entry-level security roles. Scope of Work The Port seeks a training provider to help SEA employees in entry-level positions, near-port community members, and other King County residents transition from low-wage jobs to higherpaying careers. The Consultant will:  Develop curriculum, if necessary, or modify existing curriculum to meet Port hiring needs; partner with the Port's Aviation Security Department to ensure curriculum meets Port standards  Create a comprehensive implementation plan to offer training at least once per year at SEA Airport for up to 25 participants  Partner with Port Jobs to provide recruitment, retention, and navigation services Template revised June 27, 2019 (Diversity in Contracting). Page 90 of 208 COMMISSION AGENDA - Action Item No. 8e Meeting Date: May 27, 2025     Page 3 of 4 Develop an employer engagement plan to create relationships with SEA employers with security positions; leverage these relationships to connect participants with job opportunities post-training Offer I-BEST services or comparable classroom support Offer culturally relevant support to a diverse population Track and report outcomes and provide regular reporting to the Port Schedule OEDI's goal is to release this solicitation as soon as possible and enter into a contract in Q4 2025 with services provided 2026 - 2028. ALTERNATIVES AND IMPLICATIONS CONSIDERED Alternative 1 - The Port does not proceed with a solicitation for the Aviation Security Training. Cost Implications: No cost implications. Pros: (1) (2) Cons: (1) Reduces staff time for project delivery support, potentially freeing time for other efforts. Allows resources to fund other priorities or programs. The Port would continue to be challenged to meet our security workforce needs and miss an opportunity to develop cohorts of local, skilled workers ready to fill these positions. This is not the recommended alternative. Alternative 2 -The Commission approves the solicitation and contract for Aviation Security Training development and implementation. Cost Implications: $69,500, which is already approved in the 2025 budget. Pros: (1) (2) (3) Cons: (1) Gives the Port the ability to attract a more qualified and prepared security workforce. Offers additional career progression opportunities for SEA workers in minimum wage positions. Delivers on Port's Century Agenda objective 15 to create equitable access to port careers. These resources will not be available for use in other high-demand career training. Template revised June 27, 2019 (Diversity in Contracting). Page 91 of 208 COMMISSION AGENDA - Action Item No. 8e Meeting Date: May 27, 2025 Page 4 of 4 This is the recommended alternative. FINANCIAL IMPLICATIONS Cost Estimate/Authorization Summary Capital Expense Total COST ESTIMATE Original estimate $ $69,500 $208,500 AUTHORIZATION Previous authorizations Current request for authorization Total authorizations, including this request Remaining amount to be authorized 0 0 0 $0 69,500 0 $69,500 $0 0 0 $208,500 $0 Annual Budget Status and Source of Funds The Office of Equity, Diversity, and Inclusion will allocate $69,500 annually for the next three years. The 2025 funds are already approved in the 2025 budget. ATTACHMENTS TO THIS REQUEST None. PREVIOUS COMMISSION ACTIONS OR BRIEFINGS None. Template revised June 27, 2019 (Diversity in Contracting). Page 92 of 208 COMMISSION AGENDA MEMORANDUM Item No. ACTION ITEM Date of Meeting DATE: May 19, 2025 TO: Stephen P. Metruck, Executive Director FROM: Keri Stephens, Director, Aviation Facilities and Capital Programs Mark Leutwiler, Interim Director, Airport Operations Eileen Francisco, Director, Aviation Project Management 8f May 27, 2025 SUBJECT: S Concourse Evolution Base Building Remaining Design Funds and Facilitating Projects Construction Briefing Amount of this request: Total estimated project cost: $ 125M $1.9B - 2.2B ACTION REQUESTED Request Commission authorization for the Executive Director to (1) increase funding to complete S Concourse Evolution base building design, (2) execute a professional services contract for design services and construction bid packages for the A6 Widebody Remediation, (3) advertise and execute construction contracts for Cargo 3, Cargo 6, and gate D6, (4) advertise and execute a program specific contract for special testing and inspection, (5) modify the existing United Airlines lease for the cargo 3 maintenance facility, (6) transfer scope and budget of $25M from CIP C801375 to CIP C801203 for gate A6 Widebody Remediation. The total amount of this request is $125,000,000. EXECUTIVE SUMMARY The S Concourse Evolution (SCE) project at Seattle-Tacoma International Airport (SEA) is part of Upgrade SEA program. This project will extend the life of the S Concourse by upgrading structural, seismic, and building systems to meet modern standards while enhancing the customer experience. A multi-phased construction approach, along with facilitating projects, mitigates operational impacts by offsetting lost gate and holdroom capacity through short-term improvements at multiple SEA locations. The S Concourse Expansion (SCE) Project is a critical infrastructure renewal effort at SEA, addressing the 50-year-old facility's seismic, structural, and code compliance needs while enhancing the passenger experience. This project is essential to maintaining SEA's operational efficiency and ensuring the concourse meets current safety and service standards. SCE project will renew this important regional facility through two main objectives: Template revised January 10, 2019. Page 93 of 208 COMMISSION AGENDA - Action Item No. 8f Meeting Date: May 27, 2025   Page 2 of 7 Extend the useful life and bring the facility up to current code including structural and seismic upgrades Re-purpose space left vacant by services relocated to the International Arrivals Facility (IAF) and enhance the passenger experience by increasing amenities, expanding dining and retail (ADR) opportunities, and elevating the level of service. This project does not increase the number of gates or increase the overall capacity at SEA but focuses on sustaining and enhancing existing infrastructure to meet long-term operational demands. JUSTIFICATION The South Concourse facility at SEA was opened in 1973 and is owned and operated by the Port. The facility depends on building systems that are well past their useful service lives, and further development of the facility has been limited by the authorities having jurisdiction, owing to concerns stemming from current building code minimum requirements. The building systems and materials used in the original construction, due to their age and manufacture, are difficult to maintain. The facility also contains areas of encapsulated regulated materials, such as asbestos, complicating maintenance, renovation, and development. Since the South Concourse was constructed, passenger volumes and aircraft operations have increased dramatically, security regulations have expanded, passenger level of service expectations have evolved, and airlines and retailers have changed their marketing strategies. Diversity in Contracting The SCE project includes a 12% DBE requirement for the design contract, a 26% WMBE requirement for project management and controls, and WMBE requirements of 24% and 27% for the two existing IDIQ design contracts supporting the facilitating projects. The project team will ensure these commitments are met. A 5% WMBE requirement has been included for the Gate D6 construction contract. The project team is working with Diversity in Contracting to identify the WMBE requirement for the construction contract for the work at Cargo 3 and Cargo 6. DETAILS The SCE project will modernize airport facilities to support long-term operational needs while minimizing disruptions. Phased construction will ensure that no more than three (3) positions for large international aircraft at S Concourse will be closed at any given time. Template revised June 27, 2019 (Diversity in Contracting). Page 94 of 208 COMMISSION AGENDA - Action Item No. 8f Meeting Date: May 27, 2025 Page 3 of 7 Several facilitating projects are necessary to mitigate operational impacts during construction and provide long-term benefits to SEA's infrastructure. These projects will utilize existing airport infrastructure when possible. The D6 Conversion project is a phased project that includes gates D4-D9 to support converting the existing Vertical Circulation Ramp to a Passenger Loading Bridge (PLBs) at D6. The project provides flexibility for airport operations during the S Concourse construction phases. PLBs will also be replaced at gates D5 & D7 as they have reached end of useful life. Modification to airfield striping and Safedock guidance systems from Gates D4-D9 will optimize aircraft maneuvering and operations to ensure safety of passengers and employees. The Cargo 3 project builds a Cobus parking area to support increased bussing operations for the hardstand and remote holdroom needs to offset the gate and holdroom closures during the SCE project. To effectuate this facilitating project, the UA maintenance building lease agreement will need to be amended (reduced) to support the Cobus parking area. For UA operations, employee parking will be relocated to the southeast of the UA maintenance facility to ensure continued access and efficiency for airline staff. The Cargo 6 hardstand project will convert the aircraft parking from cargo only to being able to support both cargo and passenger operations. The work at Cargo 6 will include pavement replacement, re-striping and operational lighting to improve safety and efficiency. This construction approach was developed to balance several competing factors, including minimizing disruptions to airport operations, cost efficiency, schedule alignment, customer experience, airline support, and long-term compatibility to SEA's facility planning objectives. Scope of Work S Concourse  Completion of the S Concourse base building design to support the full remodel of the facility. Major design dates are: o 60% Design is expected on 10/08/2025 o 90% Design is expected on 08/04/2026 o 100% Design is expected on 12/17/2026 Cargo 6 Hardstand  Construction necessary to re-purpose the existing hardstand for passenger operations: o Utility Modifications. o Additional Security and Lighting per Code. o Apron pavement replacement as required. Template revised June 27, 2019 (Diversity in Contracting). Page 95 of 208 COMMISSION AGENDA - Action Item No. 8f Meeting Date: May 27, 2025 Page 4 of 7 Cargo 3 Cobus and Employee Shuttle Storage Area  Construction necessary to re-purpose an existing parking area for storage of GSE during SCE project: o Modify Perimeter Fencing. o Lighting for the parking area to support employee shuttles and Cobus parking. Gate D6 Passenger Loading Bridge (PLB) Conversion  Equipment procurement and Construction to restore a gate currently configured for overramp bussing back to an aircraft contact gate: o Remove existing D6 passenger ramp and bus parking and install a PLB. o Modify adjacent passenger loading bridges as needed to support the D6 conversion for aircraft parking to meet all safety requirements. Gate A6 Conversion to Support Widebody Aircraft  Design and construction to reconfigure gate A6 by modifying the following: o Move A7 and A8 PLBs to provide more space at A6. o Modify existing international arrival pod to provide more space for aircraft nose. o Modify utilities to provide additional space for ground support equipment. Schedule Activity Commission Final Design Authorization - SCE Construction Authorization - Cargo 3 & 6, Gate D6 Q2 2025 Q2 2025 Construction Start - Cargo 3 & 6, Gate D6 Q3 2025 Construction Authorization- SCE Early Works Q4 2025 Construction Start - SCE Early Works Q1 2026 In-use Date - Cargo 3, 6, D6 Q2 2026 Full In-use Date - SCE Q2 2038 Cost Breakdown Design Construction Total This Request Total Project $85M $40M $125M $125M $1.7B-$2.0B $1.9B-$2.2B ALTERNATIVES AND IMPLICATIONS CONSIDERED Template revised June 27, 2019 (Diversity in Contracting). Page 96 of 208 COMMISSION AGENDA - Action Item No. 8f Meeting Date: May 27, 2025 Page 5 of 7 Alternative 1 - Only receive construction authorization for facilitating projects at Cargo 3, Cargo 6, and Gate D6. This would include no additional funding to complete design at this time. Cost Implications: $40M. Pros: (1) Smaller capital investment. Cons: (1) (2) Reduced program flexibility to keep base building design on track. Impact on schedule. This is not the recommended alternative. Alternative 2 - Proceed with authorization for remaining design funding and construction authorization at Cargo 3, Cargo 6, Gate D6 and transfer budget and scope for gate A6. Cost Implications: $125M Pros: (1) Maintains program schedule on track. Cons: (1) Large capital investment. This is the recommended alternative. FINANCIAL IMPLICATIONS The current estimate range is expected to be $1.9-2.2B. Cost Estimate/Authorization Summary Capital Expense Total COST ESTIMATE Original estimate Previous changes - net Current change Revised estimate $1B $870M $0 $1.9B - $2.2B $0 $0 $0 $0 $1B $870M $0 $1.9B - $2.2B AUTHORIZATION Previous authorizations Current request for authorization Total authorizations, including this request Remaining amount to be authorized $127,750,000 $125,000,000 $252,750,000 TBD $0 $0 $0 $0 $127,750,000 $125,000,000 $252,750,000 TBD Template revised June 27, 2019 (Diversity in Contracting). Page 97 of 208 COMMISSION AGENDA - Action Item No. 8f Meeting Date: May 27, 2025 Page 6 of 7 Annual Budget Status and Source of Funds The South Concourse Evolution project, CIP C801203, was included in the 2025-2029 capital budget and plan of finance with a budget of $1,870,000,000. The funding sources would be revenue bonds, Airport Development Fund (ADF), the Bipartisan Infrastructure Law (BIL) grant funding through the FAA-AIP program, and future Passenger Facility Charge. Financial Analysis and Summary Business Unit (BU) Project cost for analysis Infrastructure grants NPV incremental to Base Non-aero net cashflow in 2034 Terminal Building Terminal Building $1.9B $225M $(223M) $(16.7M) $2.2B $225M $(339.5M) $(23.4M) $74.84 $88.20 Incremental Terminal Rental Rate CPE Impact in 2034 $3.73 $4.40 Financial analysis was prepared in May 2024 using the assumptions from Project Design Definition phase. Financial analysis was based on space data of aero/non-aero from Project Definition Document (PDD) in 5/2024. Updated financial analysis will be performed to reflect updated space at the 60% design. Future Revenues and Expenses (Total cost of ownership) The cost savings of keeping the current terminal operational would likely present no long-term savings even with discounting the risk of a potential catastrophic failure; the terminal is still in need of upgrades driven by code and safety. Balancing the deferral of these costs against the structural, seismic, and operational needs of the terminal is not recommended. ATTACHMENTS TO THIS REQUEST (1) Presentation slides PREVIOUS COMMISSION ACTIONS OR BRIEFINGS May 13, 2025 - The Commission was briefed on S Concourse Evolution and informed of an upcoming funding request to advance design, scope additions, and construction. May 14, 2024 - The Commission authorized to Prepare design and construction bid packages for S Concourse facilitating project, Procure long-lead items. Template revised June 27, 2019 (Diversity in Contracting). Page 98 of 208 COMMISSION AGENDA - Action Item No. 8f Meeting Date: May 27, 2025 Page 7 of 7 October 22, 2022 - The Commission authorized to procure a Designer, GC/CM, Project Management/Controls Support, and Commissioning Agent for SCE. September 27, 2022 - The Commission was briefed on S Concourse Evolution and project status. April 13, 2021 - The Commission was briefed on SSAT Renovation Renewal PDD. Template revised June 27, 2019 (Diversity in Contracting). Page 99 of 208 Item No. Date of Meeting 8f_supp May 27, 2025 SCE Final Design Funding Request Authorization Page 100 of 208 Commission Request • Request Commission authorization for the Executive Director to (1) increase funding to complete S Concourse Evolution base building design, (2) execute a professional services contract for design services and construction bid packages for the A6 Widebody Remediation, (3) advertise and execute construction contracts for Cargo 3, Cargo 6, and gate D6, (4) advertise and execute a program specific contract for special testing and inspection, (5) modify the existing United Airlines lease for the cargo 3 maintenance facility, (6) transfer scope and budget of $25M from CIP C801375 to CIP C801203 for gate A6 Widebody Remediation. The total amount of this request is $125,000,000. 2 Page 101 of 208 Facilitating Projects Addressing Construction Impacts • Improve existing Cargo 7 and provide Short-Term Holdroom (A Annex) serving 4 aircraft positions • Improve existing Cargo 6 location to allow for Passenger Operations • Convert existing Gate D6 from a bussing gate back to a Passenger Loading Bridge • Convert existing parking area at Cargo 3 for GSE Storage Cargo 7 & Short-Term Holdroom Cargo 6 Cargo 3 GSE Parking Gate D6 Conversion 3 Page 102 of 208 Gate A6 Modifications • Scope will be added to the SCE Program to support larger (widebody) types of international aircraft. • Project will remove part of Gate pod A to increase the nose-to-building clearance to ~28 feet. 4 Page 103 of 208 SCE Funding Allocation - 125M Request Project Completion of Base Building and A6 Design Construction at Cargo 3, Cargo 6, and Gate D6 Construction Management Support and Service Directive (Jacobs) Budget $75,000,000 $30,000,000 $20,000,000 5 Page 104 of 208 Thank you! 6 Page 105 of 208 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 Item No. 10a_Order Meeting Date: May 27, 2025 Sponsors: Commissioner Hasegawa Commissioner Mohamed ORDER NO. 2025-07 AN ORDER OF THE PORT OF SEATTLE COMMISSION ... to direct the Executive Director to evaluate issuing airport SIDA badges to union representatives for the purpose of supporting represented employees. PROPOSED MAY 27, 2025 INTRODUCTION The purpose of this Order is to direct the Executive Director to evaluate issuing SIDA badges to union representatives for the purpose of meeting with represented employees and administering collective bargaining agreements on the sterile side of security. This Order directs the Executive Director to conduct the necessary legal, operational, and security analysis regarding Port-issued SIDA access badges for union representatives, and to return to the Commission with recommendations. TEXT OF THE ORDER 30 31 32 To support the interest of unions in accessing the sterile side of the airport to meet with represented employees and for the administration of a collective bargaining agreement, the Port Commission hereby directs the Executive Director, or their designee, to take the following actions: 33 34 35 36 37 38 39 40 41 42 43 1. Conduct Research and Legal Review: Undertake a comprehensive review of applicable federal, state, and Port regulations related to facility access and security, leaseholder rights, including Transportation Security Administration (TSA) rules where applicable. 2. Assess Operational Needs and Security Requirements: Evaluate the types of access union representatives have requested to administer collective bargaining agreements, and identify any applicable administrative, security or operational issues. 3. Engage Stakeholders: Order 2025-07 - SIDA Badge Issuance Evaluation Page 1 of 2 Page 106 of 208 44 45 46 47 48 49 50 51 52 53 54 Consult with Port departments including airport operations, legal counsel, labor relations staff, airport tenants and impacted labor organizations to assess operational needs and address logistical or policy considerations and the legal rights of tenants. 4. Report to the Commission by August 30, 2025: Provide a written report and briefing to the Port Commission no later than August 30, 2025, including research findings, stakeholder feedback, and recommendation for Commission review and consideration. STATEMENT IN SUPPORT OF THE ORDER 55 56 57 58 A diverse workforce works at SEA and many of those workers are represented by labor unions. Union representatives serve an essential function in administering their collective bargaining agreements supporting represented employees, addressing grievances, enforcing workplace rights, and ensuring compliance with collective bargaining agreements. 59 60 61 The Commission has heard from union representatives that access to workplaces behind security is essential to carry out their duties in an effective and timely manner and that current procedures may present administrative burdens to effective labor representation. 62 63 Therefore, the Commission has requested the Executive to explore alternatives to the current system of accompanied visits to better understand how we can support employees at SEA. Order 2025-07 - SIDA Badge Issuance Evaluation Page 2 of 2 Page 107 of 208 COMMISSION AGENDA MEMORANDUM BRIEFING ITEM Item No. Date of Meeting DATE: May 20, 2025 TO: Stephen P. Metruck, Executive Director FROM: Anna Pavlik, Director, Workforce Development 11a May 27, 2025 SUBJECT: 2024 Workforce Development Annual Report EXECUTIVE SUMMARY "Talent is equally distributed; opportunity is not." -Leila Janah It is well documented that people of color are underrepresented in many living-wage careers in port-related industries. As a significant economic driver in our region, the Port is well-positioned to address inequities in access to living-wage careers. This is why we are investing in workforce development to move people of diverse backgrounds from jobs that simply pay the bills to careers that provide living wages, long-term career progression, and good working conditions. Not only does this work align with our values, but our investment in this work ensures the success and long-term future of port-related industries. The Workforce Development (WFD) team builds external partnerships with community-based organizations and industry employers to support equitable access to well-paying, port-related careers in maritime, construction, aviation, and green jobs. As port-related industries face employment challenges including an aging workforce, staff shortages, and a lack of awareness about career options, WFD's outreach strategies focus on communities who have not had visibility into these jobs, as well as those who have been disproportionately impacted by the Port's activities-particularly communities of color, immigrants and refugees, youth, women, and low-income communities. The Port is investing in our region by creating access for people of diverse backgrounds to move into quality, living-wage careers in port-related industries. Since 2019, the Port has invested almost $17M in regional workforce development in the maritime, construction, and aviation industries and the green jobs in each of those industries. Port investments resulted in more than 1,200 people trained in high-demand, living-wage careers like General Carpenter preapprenticeship, Aviation Maintenance Technician, and Advanced Logistics. Additionally, more than 3,000 job seekers and employees at Seattle-Tacoma International Airport (SEA) received job readiness and career advancement training like Homeland Security, food handlers, Microsoft Office, and badge training. From 2019 to 2024, over 8,500 people were employed at the airport and in port-related industries thanks to Port investments. Template revised April 12, 2018. Page 108 of 208 COMMISSION AGENDA - Briefing Item No. 11a Meeting Date: May 27, 2025 Page 2 of 8 BACKGROUND In 2020, the Port of Seattle Commission adopted the Workforce Development Policy Directive (Resolution 3776) to fulfill the Century Agenda's strategic objective of advancing regional workforce development in port-related industries to provide equitable access to quality, livingwage careers. OEDI implements most of this objective by making strategic investments in workforce development with over $3.6M in workforce development investments in 2024. With collaboration across Port teams and with many community and employer partners, OEDI works to expand the talent pipeline to address labor shortages in both Port of Seattle employment and maritime, aviation, and construction sectors. Building career awareness, offering workforce training, and improving job quality are all primary strategies used by the Port to meet our century agenda goals. This report details the Port's commitments, major initiatives, and progress in addressing inequities that create wealth gaps in our region, highlighting both successes and challenges. 2024 RESULTS In 2024, the Port of Seattle's workforce development investments resulted in:  1,515 job, internship, and apprenticeship placements  Hourly wage at placement in aviation averaged $20.65  Hourly wage for construction placements averaged $32.67  89% of the participants supported by the Port's workforce development efforts were Black, Indigenous, and People of Color (BIPOC)  78% of the participants live in low equity areas of King County  102 employers hired program participants or provided youth career-connected learning opportunities Many structurally excluded individuals - such as BIPOC, immigrants and refugees, and women - received training and employment services. In 2024, 89% of those served with Port-funded training and career services were BIPOC, and 41% identified as women. In addition to employers, other important partners in the Port's workforce development efforts included communitybased organizations, other public agencies, and the regional workforce development system. Aviation Sector In 2024, SEA Airport set a record with over 52.6 million passengers - the forecast is expected to grow further in 2025. This increase in travel means the Port's workforce investments in aviation are more important than ever. Airport Employment Center Port Jobs operates the Airport Employment Center and placed people into 1,408 jobs in 2024. This is a decrease of 570 jobs from 2023, but this is attributed to a number of factors including a decrease in hiring across the region and at SEA along with the cybersecurity attack the Port suffered in Fall 2024. Some individuals were hired into multiple positions, with a total of 1,202 Template revised September 22, 2016. Page 109 of 208 COMMISSION AGENDA - Briefing Item No. 11a Meeting Date: May 27, 2025 Page 3 of 8 people placed into 1,408 jobs in 2024. Eighty-seven airport employers hired workers via the Airport Employment Center. In addition, 758 airport workers completed 867 trainings. In 2024, the Airport Employment Center provided services to SEA airport companies to fill open positions and to support community members, SEA employees, and laid-off employees in finding employment and building skills for career advancement. Port Jobs services included:  A "Hotlist" of job openings at SEA Airport available online and sent weekly to communitybased organizations and colleges  In-person, open interview events in partnership with airport companies at SEA  In-person and remote job search assistance, including support for recent refugees and immigrants  Job readiness training, such as Security Identification Display Area (SIDA) badge training preparation to help English language learners obtain the updated SIDA badge  Free college classes for career pathways and skill building In addition to Airport Employment Center services, the Port provided dedicated funding which allowed Port Jobs to work intensively with Partner in Employment (PIE), Asian Counseling and Referral Service (ACRS), and Congolese Integration Network (CIN) to deliver pre-employment workforce development services to 90 asylum seekers who sought refuge at the Riverton Park United Methodist Church and were moved to the SeaTac DoubleTree Hotel. With support from Port Jobs and these consortium agencies, 130 asylum seekers completed community intake registrations and received in-person training-related services at Airport Jobs. 2024 Aviation Impact 2021 2022 2023 2024 Job placements (# of jobs) 1,211 1,479 1,978 1,408 Job placements (# of people) N/A 1,187 1,594 1,202 Average hourly wage @ placement $17.02 $18.82 $20.03 $20.65 Hiring employers 80 82 93 87 Training enrollments (including SIDA support) 247 539 1,093 1,031 Training completions (including SIDA support) 200 573 1,012 867 23 18 25 25 Airport Employment Center Aviation Career Pathways: Aviation Maintenance Technician Training enrollments Template revised September 22, 2016. Page 110 of 208 COMMISSION AGENDA - Briefing Item No. 11a Meeting Date: May 27, 2025 Training completions Page 4 of 8 17 11 15 21 Aviation Career Pathways: Ground Support Equipment Mechanic Training enrollments 12 Training completions 10 Participant demographics: 93% BIPOC (23% Asian, 51% African/African American/Black, 11% Spanish/Hispanic/Latino, 1% American Indian/Alaska Native, 4% Pacific Islander/Native Hawaiian), 7% White, and 3% Other; 58% male, 42% female; 78% from structurally excluded ZIP codes (low or very low on the Port's Equity Index). Types of jobs: 50% airline operations/passenger support, 23% restaurant operations, 16% janitorial, 6% warehouse/freight, 3% retail operations, 2% security, and 1% skilled trades. Aviation Career Pathways: Aviation Maintenance Technician (AMT) The Port of Seattle, Port Jobs, and South Seattle College have partnered since 2021 to offer an Introduction to Aviation Maintenance Technology (AMT) course at SEA. This 12-week college preparatory course exposes participants to the AMT profession and prepares them for the college's two-year FAA-approved AMT program. The 25 participants in 2024 were 84% BIPOC, 32% women, and were primarily airport workers in entry-level jobs such as ramp agents, fuelers, taxi/ride-share drivers, and food service workers. Students gain valuable math and study skills, financial aid support, and a $1,000 scholarship from Port Jobs' Alaska Airlines-Airport University. Aviation maintenance technician positions are in high demand and can pay salaries over $85,000. Aviation Career Pathways: Ground Support Equipment Training Program (GSE) In 2024, the first cohort of 11 students successfully graduated from the new Ground Support Equipment (GSE) Mechanic training program. This exciting new offering follows the same model as the AMT program, meaning the training takes place on-site at SEA, prioritizes current SEA airport workers, and participants receive training on the GSE mechanic profession, relevant math coursework, and college-prep. Upon completion, participants are eligible to enroll in the twoyear GSE mechanic program at South Seattle College. Ground Support Equipment mechanic positions offer annual salaries ranging from $62,000 - $80,000. Construction Trades Sector In 2024, in partnership with the training programs ANEW, NWCI, Urban League, PACT, and the Ironworkers Local 86 Pre-apprenticeship, 144 community members completed construction preapprenticeship training. 73% of those trained were BIPOC and, of those placed, 55% were also BIPOC. The average hourly wage for new workers went up to $32.67. Template revised September 22, 2016. Page 111 of 208 COMMISSION AGENDA - Briefing Item No. 11a Meeting Date: May 27, 2025 Page 5 of 8 Placements have been stagnant for the past few years - the downturn in the commercial sector is affecting hiring across the construction industry. While regional construction projects and employment are down, the Port anticipates 1,050 workers needed through 2027. In 2024, we also began our Leadership Development program with ANEW. Construction contractors were consulted to create the curriculum that guides this program to focus on the soft and technical skills needed for leadership roles. We currently have 9 journeypersons and senior apprentices enrolled in the program. Construction Results Year 2021 2022 2023 2024 Enrolled 274 209 157 163 Training completions 180 187 138 144 Placements (apprenticeships, trades-related jobs) 101 125 71 72 Hiring employers 42 63 14 10 $25.61 $23.14 $32.37 $32.67 Hourly wage @ placement Numbers include those from construction worker outreach, training, and retention jointly funded by the Port of Seattle and the City of Seattle. Participant demographics: 73% BIPOC (5% Asian, 36% Black/African American, 20% Hispanic/Latino, 2% Native American/Alaskan Native, 4% Native Hawaiian/Pacific Islander, 6% Multi-Race), 25% White, 2% Not reported; 69% men, 29% women; 54% from structurally excluded ZIP codes. Types of jobs: Electricians, installers/helpers, bricklayers, ironworkers, HVAC technicians, painters, laborers, carpenters, sheet metal workers, and piledrivers. Template revised September 22, 2016. Page 112 of 208 COMMISSION AGENDA - Briefing Item No. 11a Meeting Date: May 27, 2025 Page 6 of 8 Maritime Sector The Youth Maritime Career Launch (YMCL) is a pilot program that partners with community organizations and maritime industry employees to create pathways for young people between the ages of 18-24 to gain employment in the maritime industry. Through 2024, the program's cohorts have placed a total of 45 participants into internships- over 80% of interns identified as people of color. YCML has recruited over 20 maritime employers who have provided interns with work experience in shipyards, recreational boating facilities, and on ferries. Interns who successfully completed training earned credentials in Basic Safety Training, Transportation Workers' Identification Cards, and Merchant Mariners Credentials and accrued sea time making them competitive and prepared for full-time employment in entry-level maritime roles. Youth Maritime Career Launch Enrollments Training Completions Placements into Internships Hiring Employers Hourly Wage at time of placement 2023 2024 40 33 25 28 21 24 10 9 $19.14 21.09 Youth Maritime Career Launch began in 2023. Placements into internships reflects the number of individual participants, each counted only once regardless of the number of internships completed. Overall enrollment declined from 2023 to 2024 due to a more rigorous vetting process introduced by Washington Maritime Blue and The Urban League. While this reduced the total number of participants, it significantly improved training outcomes, with a higher percentage of interns successfully completing the program. Although there was a slight drop in the number of hiring employers in 2024, many chose to host multiple interns, which helped increase the overall number of internship placements. Participant demographics: 73% BIPOC (5% Asian, 53% Black/African American, 10% Hispanic/Latino, 5% Native American/Alaskan Native), 28% White; 72% men, 15% women, 13% Non-Binary; 56% from communities considered structurally excluded. Types of jobs: Electrical installer, deckhand, technician apprentice, Structural fitter and welder helper, marine mammal rehabilitator, general laborer, administrative assistant dockmaster, electrical intern, shipyard laborer, production intern, maritime security, boat shop intern, wiper intern, shipyard assistant. Maritime High School Template revised September 22, 2016. Page 113 of 208 COMMISSION AGENDA - Briefing Item No. 11a Meeting Date: May 27, 2025 Page 7 of 8 For the 2024 - 2025 school year, 134 students were enrolled, compared to 121 in the previous school year. Among the 2024-2025 student population, 51% identify as white, 49% BIPOC, 27% women, 6% non-binary, and 67% men. For the 11th and 12th grade programs, the school continues to develop and evaluate relationships with education partners that will provide maritime-specific education that will support direct entry to maritime careers and keep a pathway open to a 4-year university. A new partnership with the welding program at Vigor Shipyards through South Seattle College was created to respond to student interest in marine construction. Green Jobs Most green jobs are not new occupations; they are existing occupations in construction, manufacturing, transportation, and professional services. Among all port-related sectors, a 2022 Seattle Jobs Initiative report anticipated that electrical and HVAC construction occupations would have the highest green job demand in electricians and HVAC occupations. In 2024, Port-funded pre-apprenticeship training programs trained and placed 28 community members into apprenticeships focusing on clean and renewable energy, including the construction, installation, maintenance, and operation of these systems. From 2020-2024, the Duwamish Valley Green Jobs program taught participants about the local environment, the ecological history of the Duwamish River, and several environmental restoration methods. In 2024, 87 participants, both youth and adults, exited the program with a deepened sense of connection to environmental restoration efforts in their community and a heightened interest in pursuing Port-related careers. The contract with Dirt Corps for the Duwamish Valley Green Jobs program expired in September 2024, and OEDI and External Relations have revamped the fund, shifting from building career awareness in green jobs to providing career navigation services to connect Duwamish Valley community members to portrelated careers. In addition to last year, the Coalition of Climate Careers (C3) held the second Green Jobs Green Futures Summit. The event, co-sponsored by the Port of Seattle, King County, and City of Seattle, attracted over 400 community members who participated in interactive demonstration stations highlighting career opportunities in the green economy. Looking ahead, C3 will focus on securing long-term, collaborative funding to build a sustainable, inclusive green workforce. By aligning with public and private partners, C3 looks to ensure frontline communities in King County have equitable access to green careers along with the knowledge and resources necessary to transition into the green economy. MOVING FORWARD To create transformational change and invest in career development, not just finding people jobs, OEDI recommends that the Port continue:  Strong partnerships within the Port, with public agency partners, and with our community partners to co-invest, identify community career interests, build career awareness among youth, near-port communities and beyond. Template revised September 22, 2016. Page 114 of 208 COMMISSION AGENDA - Briefing Item No. 11a Meeting Date: May 27, 2025  Page 8 of 8 Offering a breadth of services from career awareness building to job training to career advancement, which not only helps the Port fill current workforce needs but also helps plan for the future. OEDI is developing a workforce development strategic plan and anticipates including the following growth opportunities:  Strategic investments leveraging regional resources, providing tailored services and including clear outcomes  Strengthening the Port's internal contracting infrastructure  Build on commitments like the Duwamish Community Benefits Commitment, Priority Hire Order, Muckleshoot and Suquamish MOAs, etc. Workforce Development and South King County Community Impact Fund staff are working on several contract improvements to ensure our investments create even greater community outcomes, better clarity with our partners, increased program oversight, and more efficient contract management. OEDI completed some improvements in 2024, such as standardized reporting and invoice templates, and continues to make improvements in 2025, such as setting up program monitoring plans and standardized, defined metrics. We will continue to execute all improvements with an equity-informed, community-minded, strengths-based approach to contract management. The Port has a bold century agenda vision to add 100,000 jobs through economic growth led by the Port, for a total of 300,000 Port-related jobs in the region. To ensure the jobs created can be filled and benefit our communities, more workforce development planning, convening, policy, partnerships, and investments are needed. We have much to be proud of in terms of the commitment made by all port departments, our community impacts, and yet still so much further to go to reach the Port's vision and equitable outcomes for near-port communities. ATTACHMENTS TO THIS BRIEFING (1) Presentation Slides PREVIOUS COMMISSION ACTIONS OR BRIEFINGS (1) March 2025 - The Commission adopted the Duwamish Valley Career Navigator Program (2) October 2024 - The Commission extended the Youth Maritime Career Launch Program (3) July 2024 - The Commission was briefed on the 2023 WFD Annual Report (4) June 2023 - The Commission was briefed on the 2022 WFD Annual Report (5) February 2022 - The Commission approved a Youth Career Launch Program (6) June 2020 - The Commission adopted the Workforce Development Resolution 3776 Template revised September 22, 2016. Page 115 of 208 Item No. 11a_attach_1 Meeting Date: May 27, 2025 Workforce Development Office of Equity, Diversity, and Inclusion 2024 Annual Report to Commission May 27, 2025 Page 116 of 208 Who We Are 2 Page 117 of 208 Our Commitments Century Agenda Objective 15: Advance regional workforce development in port-related industries by providing equitable access to quality careers Since 2019, the Port has invested almost $17M in regional workforce development in the maritime, construction, and aviation industries and the green jobs in each of those industries. 1,200+ 3,000+ People trained in high-demand, living-wage careers like General Carpenter pre-apprenticeship, Aviation Maintenance Technician, and Advanced Logistics. Job seekers and employees at SEA Airport received job readiness and career advancement training like Homeland Security, food handlers, Microsoft Office, and badge training. 8,500+ People were employed at the airport and in port-related industries thanks to Port investments from 2019 to 2024. 3 Page 118 of 208 Building Maritime Career Awareness Port Commission seeds Maritime High School Port hires Maritime HS Interns Maritime HS Interns develop videos with help from HR and Marine Maintenance Port shares these videos with schools throughout the region WFD & WABS incorporate videos in after school STEM4GOOD throughout region/state Goal: more youth entering maritime education and careers 4 Page 119 of 208 2024 Workforce Development Highlights Top 5 ZIP Codes SeaTac/Tukwila 98188 18% Des Moines 98198 9% Federal Way 98003 8% Burien 98168 Kent 98032 98168 98188 98198 98032 6% 98003 6% 5 Page 120 of 208 Progress Toward Commitments • $3.6 million invested in workforce development in port-related industries • Wage at employment: $20.65 at SEA, $21.09 in maritime internships, and $32.67 in construction • 89% served were Black, Indigenous, or People of Color - 83% increase from last year Job, Apprenticeship, and Internship Placements Job Training Completions 2,500 1,400 2,069 1,215 1,200 2,000 1,050 1,000 1,500 1,515 1,312 800 1,304 688 600 1,000 400 500 380 200 0 0 2021 2022 2023 2024 2021 2022 2023 2024 6 Page 121 of 208 Plans Underway Shift from Jobs to Careers Continue - Strong partnerships within the Port, with other public agencies, and community partners - Breadth of services from career awareness building to training to career advancement - Equitable outcomes for near-Port, structurally excluded communities - Workforce upskilling (e.g., Aviation Maintenance Tech, Construction Leadership Training, etc.) Grow - Strengthen our internal contracting infrastructure - Strategic investments to provide more tailored services, partner with more employers and plan for jobs of the future - Build on commitments like Duwamish Community Benefits, Priority Hire, Muckleshoot and Suquamish 7 Page 122 of 208 Plans Underway Strategic Investments to Deliver on Outcomes  Strengthen internal systems  Economic impact tracking  Return on investment tracking  Partner onboarding  Standardized reporting  Site monitoring  Standardized report templates  Contract procedures 8 Page 123 of 208 • Port Jobs ($1.6M) Aviation Sector  Working with communities to build aviation career pathways  1,202 people placed in jobs and 867 training completions  130 asylum seekers served • South Seattle College ($121K)  Introduction to Aviation Maintenance Technician (AMT) o 21 AMT Intro graduates (84% completed)  Ground Support Equipment Mechanic (GSE) training launched! o 10 GSE student graduates (83% completed) What's Next: • Childcare Navigator (Amendment signed May 2025) • Taxi Driver Employment Navigator (Launches July 2025) • Aviation Security Training Pathway (Solicitation Summer 2025) 9 Page 124 of 208 Building the Construction Pathway Priority Hire Policy Developed PLA Goals: Preferred Entry/ Apprenticeship OEDI Funds PreApprenticeship OEDI Funds Community PreApprentic Outreach eship Hires on Port Construction Projects Goals: More Diverse Near-Port Community Members in Living Wage Careers 10 Page 125 of 208 • ANEW ($292K) Construction Sector  63 graduates, 14 placements • Urban League/PACT Program ($324K)  75 graduates, 35 placements • Northwest Carpenter's Institute ($92K, ended 2024)  11 graduates, 11 placements • Ironworkers - Partnership with City of Seattle ($100K, ended 2024)  14 graduates, 12 placements What's Next: • ANEW Leadership Development Program ($62K)  9 journeypersons and apprentices enrolled 11 Page 126 of 208 Maritime Sector • Sea Scouts ($5K)  First-ever cruise aboard the Propeller with YMCL interns • Core Plus Maritime ($50K)  STCW curriculum development for high schools • Washington Maritime Blue/Urban League ($692K)  33 Youth Maritime Career Launch enrollees, 24 placed into internships • Maritime High School ($250K)  134 students were enrolled, a 10% increase from 2023 What's Next: • Revamp Youth Maritime Career Launch  Enhance underway and shoreside training, strengthen employer involvement, and serve more people, including adults, to strengthen pathways to onshore and at-sea careers. 12 Page 127 of 208 Green Jobs • Coalition for Climate Careers  Green Jobs Green Futures Summit • Dirt Corps ($743K, 4 years)  Duwamish Valley Green Jobs Program ended in 2024  44 youth and 43 adults served What's Next: • Duwamish Valley Career Navigator ($480K, 3 years)  Increase access for Duwamish Valley residents to: o Tailored career services o Existing green job training programs o Port-related careers for Duwamish Valley job seekers 13 Page 128 of 208 Thank you to our 2024 partners! 14 Page 129 of 208 COMMISSION AGENDA MEMORANDUM BRIEFING ITEM Item No. Date of Meeting 11b May 27, 2025 DATE: May 9, 2025 TO: Stephen P. Metruck, Executive Director FROM: Sarah Cox, Director of Aviation Environment & Sustainability Marco Milanese, Senior Community Engagement Manager, External Relations Eric Schinfeld, Senior Federal and International Government Relations Manager, External Relations SUBJECT: SEA Stakeholder Advisory Round Table (StART) Annual Report EXECUTIVE SUMMARY In 2018, the Port of Seattle launched the SEA Stakeholder Advisory Round Table (StART) in partnership with the Highline Forum-member cities and other representational entities with a goal of enhancing cooperation and tackling the issues of most relevance to Seattle-Tacoma International Airport's (SEA's) neighboring cities. StART provides a dedicated forum intended specifically for discussing and tackling airport and aviation industry concerns from Highline Forum-member cities and their residents. With the Port, the FAA, the primary air carriers, and the airport's neighboring cities all represented around the table, StART brings together all the relevant parties with a common purpose to share information, collaborate and achieve results. StART's major accomplishments are primarily the result of efforts initiated by its two working groups: the Aviation Noise Working Group and the Policy Working Group. StART OVERVIEW Cognizant of SEA Airport's traffic and location within a dense residential and commercial area in the Puget Sound, the Port of Seattle is committed to building open relationships with the community and local cities that foster trust, accountability, and collaboration. An important component of that commitment was the creation of StART in early 2018. The Port of Seattle developed StART to enhance cooperation between the Port and the Highline Forum-member cities of SeaTac, Burien, Des Moines, Normandy Park, Tukwila, and Federal Way. This voluntary, non-governing, advisory roundtable is convened by the Aviation Managing Director and was developed in partnership with the leadership from the Highline Forum-member cities and other representational entities. With Lance Lyttle's departure, Arif Ghouse, the Template revised April 12, 2018. Page 130 of 208 COMMISSION AGENDA - Briefing Item No. 11b Meeting Date: May 27, 2025 Page 2 of 7 Interim Aviation Managing Director, will serve as chair of StART. Sarah Cox, the Director of Aviation Environment & Sustainability, continues to serve as the alternate chair of StART. StART provides all parties with the opportunity to:  Support meaningful and collaborative public dialogue and engagement on airport-related issues;  Provide an opportunity for the Highline Forum-member cities to inform airport-related decision-making;  Raise public knowledge about the airport and its operations; and  Most significantly, focus on identifying and implementing practical solutions to address community concerns about aircraft operations and the airport. Each of the neighboring cities designates three members to serve on StART (two community representatives and a city employee), who are joined by representatives from Alaska Airlines and Delta Air Lines, an air cargo representative, and Port staff. The Federal Aviation Administration (FAA) attends in an ex officio role to provide agency expertise. Meetings in 2024 and 2025 were facilitated by Andres Mantilla from Uncommon Bridges with assistance from Cheryl Swab. For the last several years, StART has empowered the two working groups to work on identified priorities outside of StART meetings: the Aviation Noise Working Group and the Policy Working Group (formerly known as the Federal Policy Working Group). StART MEMBERSHIP The size and extent of StART's membership is a decision solely made by StART's Steering Committee, which was established to provide support, guidance, and strategic direction for StART. StART's Steering Committee has received requests by other communities to join StART, and each time, decided to retain the current size of the membership due to the shared belief that the experience of the close-in Highline Forum-member cities is different and more multi-faceted than the experience of further out communities. Changes to StART's membership or to any of StART's Operating Procedures cannot be made solely by the Port of Seattle. Consensus-based guidance is what shapes all decisions taken by StART's Steering Committee, StART's working groups, and StART itself. For 2025, StART is in the process of identifying focus areas for future meetings; this process kicked off at the annual in-person planning meeting held at SEA on April 23 rd. Other topics at the annual planning meeting included questions about StART's operating structure, how meetings are organized, StART's achievements and focus areas to date, and a discussion of which topics are most appropriate for StART vs. another forum. Template revised September 22, 2016. Page 131 of 208 COMMISSION AGENDA - Briefing Item No. 11b Meeting Date: May 27, 2025 Page 3 of 7 AVIATION NOISE WORKING GROUP Since its inception, StART's Aviation Noise Working Group - with a mission to prioritize and explore potential near-term actions to reduce and prevent aviation noise - has focused on its Aviation Near-term Noise Action Agenda, which includes several programs and efforts intended to provide aviation noise relief to the Highline Forum-member cities. The Aviation Noise Working Group is composed of a subset of StART members, Port staff and additional staff from the Highline Forum-member cities along with other representative entities and a Port-funded noise consultant to provide expert advice. In 2024 and 2025, work on the Aviation Near-term Noise Action Agenda continued but with more focus on results monitoring, considering potential refinements, and promoting the agenda's outcomes both with internal and external audiences. The Working Group also discussed several noise-related topics that Port staff believed would expand the group's overall understanding of the noise environment or that StART members had expressed interest in. These subjects included an overview of the sound insulation process, noise abatement flight procedures, and aircraft go-around procedures. Aviation Noise Working Group highlights in 2024 and 2025 include: (1) Promoting Single-engine Taxiing - Recommended in StART's Ground Noise Study, singleengine taxiing is an established practice with many air carriers. Though it has a modest effect on reducing noise, it does have a measurable effect on reducing aircraft emissions. In coordination with the FAA, the air carriers and the members of the Working Group, voluntary SEA language promoting its use was enacted in the fall of 2024. (2) Residential Sound Re-insulation - Directed by the Port Commission, Port staff developed and implemented a comprehensive analysis of single-family homes that had previously received a Port-funded noise insulation package. The Working Group was briefed throughout the assessment, with multiple opportunities to ask questions and provide input. In early 2025, the Port's re-insulation pilot program was announced, and the working group was the first external audience to receive a preview of the program. (3) Part 150 Noise and Land Use Compatibility Study - A Part 150 Study is required by the FAA to update airport noise programs and establish eligibility for FAA grant funds. SEA's last Part 150 Study was completed and approved by the FAA in 2014. Airports typically stand up a Technical Review Committee (TRC) during a Part 150 Study and task it with providing technical input and guidance throughout the life of the study. Along with appointed land use planners, the working group members participate on the TRC and two of the 2024 working group meetings included substantial agenda time dedicated to the Part 150 Study. The Part 150 Study provides local communities, and particularly the Highline Forum-member cities, with a significant opportunity to influence current aviation noise reduction and prevention programs and recommend new approaches. Template revised September 22, 2016. Page 132 of 208 COMMISSION AGENDA - Briefing Item No. 11b Meeting Date: May 27, 2025 Page 4 of 7 Aviation Near-term Noise Action Agenda - Earlier Achievements (1) Late Night Noise Limitation Program - The Program is a voluntary effort to reduce late night noise by incentivizing air carriers to fly at less noise sensitive hours or transition to quieter aircraft. The Program commenced in July 2019 with regular reporting each quarter to StART, air carriers and other external audiences. Four noise monitors track all late night operations between the hours of 12:00 AM and 5:00 AM and capture any takeoffs or landings above established noise thresholds. EVA Air and FedEx Express, two carriers that Port staff had met with as part of the Program's outreach targeting air carriers with the most late night noise exceedances, did eventually incorporate newer, quieter aircraft into their fleets. Aircraft fleets go through continual change and so Port staff continue to meet with air carriers regularly about late night noise. In 2024, meetings were held with China Airlines Cargo to urge their continued transition to the quieter 777 and EVA Air to urge for greater use of the quieter 787. (2) Runway Use Plan - The Informal Runway Use Plan, implemented in late 2019, minimizes use of the Third Runway during late night hours (12:00 AM to 5:00 AM). Late night operations on the Third Runway dropped dramatically since implementation of the Runway Use Plan from a typical average of 12 to 13 operations during late night hours pre-Runway Use Plan to a 2023 average of less than two operations per late night post-Runway Use Plan implementation. In 2024, the average climbed up to 4.8 late night operations primarily due to nighttime runway construction pushing more operations to the Third Runway. However, as of 3/31, the average number of late night operations on the Third Runway in 2025 dropped to 2.9 representing a significant improvement over 2024. (3) Glide Slope Adjustment - The goal is to raise Runway 34R's glideslope to lessen aircraft approach noise. Implementation is contingent on the Sustainable Airport Master Plan's (SAMP) finalization and FAA approval. (4) Noise Comment Reporting - The Port provides up-to-date, accessible information on noise complaints and comments submitted by the public. Online monthly reporting began in June 2020 with updates provided at all Working Group meetings. (5) Discouraging Reverse Thrust - Identified as a noise source in StART's Ground Noise Study, reverse thrust is used by pilots to decelerate aircraft upon landing. In coordination with the FAA, the air carriers and the members of the Working Group, updated voluntary SEA language discouraging use of reverse thrust at SEA at all times of the day and beyond what is necessary was implemented in early 2023. (6) Encouraging Continuous Taxi to Takeoffs - Recommended in StART's Ground Noise Study, continuous taxi to takeoffs - also known as rolling takeoffs - have less of a noise footprint than traditional takeoffs that require aircraft to power up after coming to a complete stop. In coordination with the FAA, the air carriers and the members of the Working Group, voluntary SEA language promoting continuous taxi to takeoffs was enacted mid-2023. POLICY WORKING GROUP Because the Port of Seattle is extremely limited in its authority to address some of the core concerns that local residents have expressed about aviation activities, StART formed the Federal Template revised September 22, 2016. Page 133 of 208 COMMISSION AGENDA - Briefing Item No. 11b Meeting Date: May 27, 2025 Page 5 of 7 Policy Working Group (now known as the Policy Working Group) as a way to identify areas of consensus and collaboration between the Port and the Highline Forum-member cities on new tools, new authorities, new resources, new approaches and new engagement from the federal government, and to engage Members of Congress in pushing for these shared priorities. The Working Group has developed and continues to implement a shared Port-Cities Federal Policy Priorities agenda. In 2024 and 2025, the Working Group expanded its focus to the state level and finalized its first ever State Policy Agenda, modeled on the successful collaboration that the Port and the airport cities had with the federal agenda. The Working Group is comprised of a subset of StART members, Port staff, and additional staff from the Highline Forum-member cities along with U.S. Congressional staff from offices that represent the Highline Forum-member cities. Federal Level At the Federal level, the Working Group prioritized advocacy surrounding the FAA Reauthorization Act of 2024 as well as several agency rulemakings related to aircraft emissions standards and FAA noise policies. At the state level, the Working Group prioritized legislative actions in the 2025 State Legislative Session that support StART's work on mitigating aircraft noise and emissions. In particular, the Port and the airport cities successfully identified seven shared federal policy priorities for inclusion in the FAA Reauthorization Act in 2024. Through joint advocacy, including the first ever StART DC Fly-in, StART was able to celebrate the inclusion of four policies in the final legislation: (1) Instituting a deadline for action and a stakeholder advisory committee on the FAA Noise Policy Review (NPR) (2) Continuing the FAA's Environmental Mitigation Pilot Program (3) The passage of US Representative Smith's Protecting Airport Communities from Particle Emissions Act, which requires more federal attention and engagement on the sources, characteristics, dispersion, and potential health effects of ultrafine particulates from aircraft engines (4) Addressing regional airport capacity needs by directing the release of FAA guidance on siting and expansion of airports In addition, StART continues to work toward implementation of two additional priorities: 1. Working with US Senator Murray and US Representative Smith to move forward on their legislation to allow for homes located within the airport's current FAA-recognized noise contour that meet broader criteria for "failed" insulation to be eligible for secondary investments 2. Continuing to make progress on federal policies that support the development and deployment of Sustainable Aviation Fuel (SAF) incentives and investments Template revised September 22, 2016. Page 134 of 208 COMMISSION AGENDA - Briefing Item No. 11b Meeting Date: May 27, 2025 Page 6 of 7 State Level StART's State Policy Agenda includes five state-level policy and budget items priorities for the 2025 State Legislative Session. Similar to the StART DC Fly-in, StART held its first ever Olympia Day on the Hill on February 12, 2025 to advocate for these priorities, which are as follows: (1) Effectively implement the Noise Insulation Repair and Replacement Program a. As necessary, pass legislation amending RCW 53.54 and the Port District Equity Fund/Grant, to ensure that State regulations and programming are complementary to Federal and Port programs and funding b. Ensure that existing State resources are utilized for maximum return on investment c. As appropriate, advocate for additional resources from the State to ensure continual progress with the goal of addressing the full scope of issues identified by ongoing surveys and assessments (2) Make tangible progress toward identifying additional regional airport capacity in the next three years a. Either administratively or via legislation, assign near-term deadlines for the Commercial Aviation Working Group (CAWG) to identify and achieve clear, substantive, recommendations for action b. Secure adequate resources for the CAWG to achieve the abovementioned work within the identified timeline c. As part of its work, direct the CAWG to explore opportunities to provide incentives to sites of future commercial air service development (3) Sustain existing State programs to enhance air quality a. As appropriate, request additional resources for existing air quality mitigation programs at the Dept. of Ecology for residences, recreational facilities, and education facilities not covered by other programs b. Support continued investment in OSPI programs to improve air quality in schools c. Work with OSPI, Ecology, and any other relevant State agencies to ensure that residences, schools, and other public buildings within near-airport communities have adequate access to existing programs (4) Maintain and expand Sustainable Aviation Fuel (SAF) production and use in Washington a. Ensure effective implementation of enacted SAF incentives (ESSB 5447) b. In partnership with the broader coalition of SAF stakeholders; advocate for the creation of more policy supports and funding programs benefitting SAF production and supply chain development c. Support the continued work of the SAF Research and Development Center at Paine Field, including pushing for additional monetary support from the State (5) Decarbonizing ground transportation, reducing transportation emissions, and electrification Template revised September 22, 2016. Page 135 of 208 COMMISSION AGENDA - Briefing Item No. 11b Meeting Date: May 27, 2025 Page 7 of 7 a. Support proven strategies, policies, and investments intended to phase out the use of fossil fuels and to reduce overall emissions from ground transportation networks that serve the airport. This includes, but is not limited to: i. Investments in EV charging infrastructure; ii. Clean trucking incentives; iii. Continued investments in multi-modal networks, active transportation facilities, and transit; iv. Active engagement in state and federal efforts to create a regional high-speed rail network; v. Identification of, or a legislative directive to create, a body at the State level tasked with coordinating public and private sector investments in electric aviation and other zero-emission technologies; vi. General support for funding and legislative action that will help facilitate Washington as a leader in transportation innovation. At its May 27 meeting, the Port Commission will hear a separate presentation on the 2025 State Legislative Session, that includes an update on progress on the above StART state priorities. ATTACHMENTS TO THIS BRIEFING (1) (2) (3) (4) (5) (6) (7) Port-Cities 2023 FAA Reauthorization Priorities One Pager StART 2025 State legislative Priorities StART Annual Report -Policy Working Group StART Annual Report - Aviation Noise Working Group StART Annual Report - Overview StART Aviation Near-term Noise Action Agenda Summary Presentation Slides PREVIOUS COMMISSION ACTIONS OR BRIEFINGS May 14, 2024 - The Commission was briefed on StART's 2023 Annual Report March 28, 2023 - The Commission was briefed on StART's 2022 Annual Report March 22, 2022 - The Commission was briefed on StART's 2021 Annual Report March 9, 2020 - The Commission was briefed on StART's 2019 Annual Report January 22, 2019 - The Commission was briefed on StART's 2018 Annual Report Template revised September 22, 2016. Page 136 of 208 Shared Aircraft Noise & Emissions Policy Priorities for the 2023 FAA Reauthorization Act The growth of operations at Seattle-Tacoma International Airport has elevated aircraft noise and air emissions as one of the highest priorities for our community. To address these issues, we need federal partnership to provide new tools, new authorities, new resources, new approaches, and new FAA engagement that can make a tangible difference. The inclusion of the following policies in the 2023 FAA Reauthorization will move us toward this vision. 1) Pass HR2533/S1167 - The Sound Insulation Treatment Repair and Replacement Program Act: We support Senator Murray's and Representative Smith's legislation that would allow for federal funding to replace "failed" noise insulation packages. 2) Pass HR 1048 - The Aviation Noise and Emissions Mitigation Act: We support Representative Smith's legislation that would empower the EPA to play a productive role in addressing community concerns about aircraft noise and emissions. 3) Impose a deadline for action on FAA Neighborhood Environmental Survey (NES): We propose two policies for inclusion in the 2023 FAA Reauthorization: • Creation of an Aircraft Noise Advisory Committee (ANAC) consisting of representatives from key federal agencies, airports, airlines, aerospace manufacturers, and community groups from airport cities to recommend whether and how current federal aircraft noise policy should change. • Creation of a statutory deadline six months after the submission of the ANAC recommendations for the FAA to make a final determination on next steps. 4) Expand Sustainable Aviation Fuels (SAF) incentives and investments: • Increase the authorization for the Fueling Aviation's Sustainable Transition via Sustainable Aviation Fuels (FAST SAF) grant program by at least $300 million, with a focus on SAF projects. • Extend the total duration of the SAF tax credits (SAF Blender's Tax Credit and Clean Fuel Production Credit combined) to producers for 10 years from the date a facility is placed in service. • Provide continued support for the Center of Excellence for Alternative Fuels and Environment (ASCENT) and the FAA's Continuous Lower Energy Emissions and Noise (CLEEN) Program. 5) Renew the FAA Environmental Mitigation Pilot Program: As created by Section 190 of the 2018 FAA Reauthorization Act, we support the permanent authorization of this program at $6 million per year. 6) Pass HR 1049 - The Protecting Airport Communities from Particle Emissions Act: We strongly support Representative Smith's legislation, which would bring more federal attention and engagement on ultrafine particulates from aircraft engines. 7) Ensure FAA support for new regional airport capacity: We would like to see policies that clarify the process for FAA regulatory review and agency collaboration with cities and states in high air travel demand regions looking to invest in new airport capacity, and dedicates funding for new airport capacity in high demand regions. Item No. 11b_Attachment_1 Meeting Date: May 27, 2025 Page 137 of 208 SEA Stakeholder Advisory Round Table Shared Policy Priorities - 2025 State Legislative Session The growth of operations at Seattle-Tacoma International Airport (SEA) has provided significant benefit to the region, however near-airport communities also face elevated levels of aircraft noise and emissions from transportation. Meanwhile, the airport is near its capacity, meaning that the region must immediately identify additional capacity to move people and goods, or else risk increased congestion and a chokepoint on economic growth. To help address these issues, the Port of Seattle and nearairport communities suggest passage and implementation of the following state-level policy and budget items. We hope to partner with the State Legislature and State Government to create these new tools, resources, and approaches that can make a tangible difference in our communities. 1) Effectively implement the Noise Insulation Repair and Replacement Program • As necessary, pass legislation amending RCW 53.54 and the Port District Equity Fund / Grant, to ensure that State regulations and programming are complementary to Federal and Port programs and funding. • Ensure that existing State resources are utilized for maximum return on investment. • As appropriate, advocate for additional resources from the State to ensure continual progress with the goal of addressing the full scope of issues identified by ongoing surveys and assessments. 2) Make tangible progress toward identifying additional regional airport capacity in the next three years • Either administratively or via legislation, assign near-term deadlines for the Commercial Aviation Working Group (CAWG) to identify and achieve clear, substantive, recommendations for action. • Secure adequate resources for the CAWG to achieve the abovementioned work within the identified timeline. • As part of its work, direct the CAWG to explore opportunities to provide incentives to sites of future commercial air service development. 3) Sustain existing State programs to enhance air quality • As appropriate, request additional resources for existing air quality mitigation programs at the Dept. of Ecology for residences, recreational facilities, and education facilities not covered by other programs. • Support continued investment in OSPI programs to improve air quality in schools. • Advocate regularly with state-level agencies that administer air quality-related programs (OSPI, Ecology, etc.) to educate those agencies on the circumstances and needs of overburdened communities in South King County with the goal of ensuring that rule-making and decision-making are sensitive to those communities' needs. • Establish frequent engagement with implementing state agencies to ensure that residences, schools, and other public buildings within near-airport communities have adequate, ongoing access to existing air-quality programs. 4) Maintain and expand Sustainable Aviation Fuel (SAF) production and use in Washington • Ensure effective implementation of enacted SAF incentives (ESSB 5447) • In partnership with the broader coalition of SAF stakeholders; advocate for the creation of more policy supports and funding programs benefitting SAF production and supply chain development. • Support the continued work of the SAF Research and Development Center at Paine Field, including pushing for additional monetary support from the State. 5) Decarbonizing ground transportation, reducing transportation emissions, and electrification • Support proven strategies, policies, and investments intended to phase out the use of fossil fuels and to reduce overall emissions from ground transportation networks that serve the airport. This includes, but is not limited to: • Investments in EV charging infrastructure and clean trucking incentives; • Continued investments in multi-modal networks, active transportation facilities, and transit; • Active engagement in state and federal efforts to create a regional high-speed rail network; • Identification of, or a legislative directive to create, a body at the State level tasked with coordinating public and private sector investments in electric aviation and other zero-emission technologies; • General support for funding and legislative action that will help facilitate Washington as a leader in transportation innovation. Item No. 11b_Attachment_2 Meeting Date: May 27, 2025 Page 138 of 208 Item No. 11b_Attachment_3 Meeting Date: May 27, 2025 2024/25 Annual Report The Policy Working Group is tasked with advocating for policies that create new aircraft noise and emissions reduction and mitigation tools, authorities, resources and approaches at the federal and state levels. The working group, comprised of a subset of StART members, Port staff, and additional staff from the Highline Forum-member cities and other representational entities, typically meets every other month and focuses on two major efforts: 1) tracking and advancing their shared policy priorities through the 2024 FAA Reauthorization Act, and 2) developing and advocating for a shared State Legislative policy agenda. Federal Policy Priorities Through unprecedented coordination and joint advocacy, the Port and the six airport-area cities celebrated the inclusion of four of their seven shared federal policy priorities in the 2024 FAA Reauthorization Act, which was signed into law in May 2024. Those policies were as follows: 1. Implementation of a Deadline for Action and a Stakeholder Advisory Group for the FAA's Noise Policy Review 2. Renewal of the FAA's Environmental Mitigation Grant Program 3. Requirement of a Federal Study of Ultrafine Particle Emissions from Aircraft Engines 4. Requirement of a FAA report on policies and funding related to the development of new regional airport capacity The Policy Working Group continues to track the implementation of these new policies and looks for other ways to advance StART's remaining federal priorities. State Legislative Agenda The Policy Working Group also successfully crafted the first-ever Port and airport-area cities' shared state policy agenda and has been advocating for the passage of these priorities during the 2025 State Legislative Session. Those policies are as follows: 1. Effectively implement the Noise Insulation Repair and Replacement Program 2. Make tangible progress toward identifying locations for additional regional airport capacity in the next three years 3. Sustain existing State programs to enhance air quality 4. Maintain and expand Sustainable Aviation Fuel (SAF) production and use in Washington 5. Decarbonize ground transportation, reduce transportation emissions, and promote electrification Page 139 of 208 Item No. 11b_Attachment_4 Meeting Date: May 27, 2025 2024/25 Annual Report Since its inception, StART's Aviation Noise Working Group, with a mission to prioritize and explore potential near-term actions to reduce and prevent aviation noise, has made its Aviation Near-term Noise Action Agenda its primary focus. The Agenda includes several programs and efforts intended to provide aviation noise relief to the Highline Forum-member cities. In 2024 and 2025, work on the Agenda continued but with more of a focus on results monitoring, considering refinements, if needed, and promoting the agenda's outcomes both with internal and external audiences. The Aviation Noise Working Group is comprised of a subset of StART members, Port staff, and additional staff from the Highline Forum-member cities and other representational entities along with a noise consultant to provide expert advice. The working group typically meets every other month. Each meeting included a report on the Aviation Near-Term Noise Action Agenda, including tracking the Runway Use Plan's goal of minimizing use of the Third Runway during the late night hours and quarterly reports on the Late Night Noise Limitation Program which attempts to incentivize air carriers to fly at less noise sensitive hours or transition to quieter aircraft. Working Group members also received, at each meeting, a Sound Insulation update including the latest on the Noise Insulation Repair and Replacement Pilot Program and a SEA operations update. Along with appointed land use planners, the working group members also participate on the Part 150 Noise Study's Technical Review Committee. The Part 150 Noise Study provides the Highline Forum-member cities with a significant opportunity to influence current aviation noise reduction and prevention programs and recommend new approaches. Two of the working group meetings dedicated substantial agenda time to the Part 150 Noise Study in 2024.Your paragraph text Page 140 of 208 Item No. 11b_Attachment_5 Meeting Date: May 27, 2025 2024/25 Annual Report StART provides the Port of Seattle with a dedicated forum intended specifically for discussing and tackling airport and aviation industry concerns from Highline Forummember cities and their residents. With the Port, the FAA, the primary air carriers, and the airport's neighboring cities represented around the table, StART brings together all of the parties with a common purpose of sharing information, collaborating and achieving results. Cities appoint: Two community representatives One city representative and an alternate Also appointed: Two airline representatives and alternates Air cargo representative Airport managing director and alternate FAA participates as non-members February 23, 2024 StART's Structure/SAMP Environmental Review Marco Milanese, Community Engagement Manager & Steve Rybolt, Environmental Projects Manager, POS June 26, 2024 Commercial Aviation Work Group Ann Richart, Director, WSDOT Aviation October 23, 2024 Aircraft Go-arounds Analysis/SEA's Operational Growth & Ensuring Safety Paris Edwards, Noise Programs Coordinator, POS & Joseph Bert, Team Manager, FAA Burien Des Moines Karen Veloria Jeff Harbaugh Adolfo Bailon Garmon Newsom II (Alt) Joe Dusenbury Steve Novak Katherine Caffrey Rebecca Deming (Alt) Tukwila Federal Way Petter Schilling Kathleen Wilson Brandon Miles Laurel Humphrey (Alt) Michael Brugato Bill Vadino Brian Davis (Alt) Normandy Park SeaTac Moira Bradshaw Bryan Tomich Amy Arrington Roger Kadeg Julie Le Jonathan Young Alaska Delta Scott Kennedy Alethia Miller (Alt) Scott Ingham Air Cargo Port of Seattle Jennifer Martin CFI Perishables Lance Lyttle Sarah Cox (Alt) Eric Schinfeld Marco Milanese FAA (non-members) Uncommon Bridges Facilitation Team: Joseph Bert Jennifer Redding Aleta Best Grady Stone Andres Mantilla Cheryl Swab Brian Scott Dori Krupanics Skylar Benson April 23, 2024 In-person Planning Session Airfield Cargo Tour & Reception at SEA August 28, 2024 FAA Noise Policy Review Ryan Weller, Environmental Protection Specialist, FAA December 18, 2024 Impact of State & Federal Elections on StART's Policy Agenda John Flanagan, State Government Relations Manager & Eric Schinfeld, Federal Government Relations Manager, POS Page 141 of 208 Action Items Description Components Change Key Responsible Parties Status Update Late Night Noise Limitation Program Voluntary measure to reduce late night (12:00 AM to 5:00 AM) noise by incentivizing air carriers to fly at less noise sensitive hours or transition to quieter aircraft  Ongoing outreach with air carriers about possible late night schedule and aircraft fleet changes including meetings with carriers with the most noise exceedances  Established noise thresholds that identify aircraft exceeding noise thresholds during the late night hours  Late night noise threshold observance tracked and reported out on a quarterly basis and publicized as part of the Fly Quiet Program Reduction of aircraft noise during the late night hours SEA Stakeholder Advisory Round Table (StART) Aviation Noise Working Group Aviation Near-term Noise Action Agenda Summary (as of 5/25) Runway Use Program Glide Slope Adjustment Promoting Single Engine Discouraging Reverse Taxiing Thrust Revise the current informal Raise Runway 34R's To minimize noise and When conditions are right, Runway Use Program to minimize glideslope to lessen aircraft fuel burn, encourage discourage overuse of use of the Third Runway during approach noise single engine taxi when reverse thrust to decelerate the late night (12:00 AM to 5:00 safe and conditions aircraft AM) permit. Updated language for: Considered various Taxiing aircraft were Reverse thrust was strategies and timelines for identified as a source of identified as a source of  Third Runway raising Runway 34R's 2.75 noise in StART's 2022 noise in StART's 2022 daytime/evening runway degrees glideslope and Ground Noise Study Ground Noise Study usage settled on plan to  Third Runway late night permanently relocate 34R's runway usage navigational aids and pursue a 3.0 degrees glideslope with the FAA Reduction of aircraft noise for Third Runway adjacent communities and communities underneath the Third Runway's flightpath Potential reduction of aircraft noise for communities south of SEA Port of Seattle, airlines and air cargo carriers Port of Seattle and FAA Port of Seattle and FAA COMPLETE: Program commenced in July 2019 with regular reporting each quarter to external audiences. EVA Air and FedEx Express, two carriers that Port staff met with as part of the Program's outreach, did eventually incorporate newer, quieter aircraft into their fleets. COMPLETE: Implemented in September 2019. Late night operations on the Third Runway dropped dramatically from an average of 12 late night landings pre-implementation to an average of less than two late night landings in 2023. The average has fluctuated since 2023 but remains well below the preimplementation average. Usage continues to be monitored and details communicated at StART meetings. IN PROCESS: The 34R glide slope adjustment is incorporated into a SEA taxiway reconfiguration project. Preliminary design is complete. Implementation is contingent on the Sustainable Airport Master Plan's (SAMP) finalization and FAA approval. Item No. 11b_attachment_6 Meeting Date: May 27, 2025 Encouraging Continuous Taxi to Takeoffs When conditions are right, promote continuous taxi to takeoffs (rolling takeoffs) Traditional takeoffs were identified as a source of noise in StART's 2022 Ground Noise Study. Noise Comment Reporting Provide up-to-date, accessible information on noise complaints and comments submitted by the public Monthly statistics and heat map reports posted on Port website detailing totals and trends by city, zip code and subject matter. Regular updates regarding noise complaint data provided at StART meetings. Modest reduction of aircraft noise and a measurable effect on reducing aircraft emissions for close-in airport communities Port of Seattle, FAA and airlines Reduction of aircraft noise for close-in airport communities Modest reduction of aircraft noise for communities close to the runway ends Transparent and convenient information on noise complaints and comments submitted by public Port of Seattle, FAA, airlines and air cargo carriers Port of Seattle COMPLETE: New SEA voluntary language promoting use of single engine taxiing implemented in October 2024. COMPLETE: Updated SEA voluntary language discouraging use of reverse thrust at all times and beyond what is necessary, implemented in January 2023. Port of Seattle, FAA, airlines and air cargo carriers COMPLETE: New SEA voluntary language promoting use of continuous taxi to takeoffs implemented in July 2023. COMPLETE: Monthly reports began in June 2020. Page 142 of 208 Item No. 11b supp Meeting Date: May 27, 2025 SEA Stakeholder Advisory Round Table 2024/25 Annual Report • • • Andres Mantilla, StART's facilitator and Partner at Uncommon Bridges Marco Milanese, Senior Community Engagement Manager Eric Schinfeld, Senior Federal and Intl. Government Relations Manager Page 143 of 208 StART 2024/25 Annual Report Presentation • Overview • Accomplishments & Efforts - Aviation Noise Working Group - Policy Working Group • Q&A 2 Page 144 of 208 3 Page 145 of 208 StART Overview • StART provides the Port with a dedicated forum intended to enhance cooperation and tackle the airport-related issues of most relevance to SEA's neighboring cities • StART brings together all the relevant parties with a common purpose to share information, collaborate and achieve results 4 Page 146 of 208 StART Overview • Developed in consultation with the Highline Forum-member cities - Burien, Des Moines, Federal Way, Normandy Park, SeaTac & Tukwila • Alaska Airlines, Delta Air Lines, air cargo and FAA all play key roles • Uncommon Bridges serves as facilitator • StART's Steering Committee provides strategic direction 5 Page 147 of 208 Accomplishments Aviation Noise Working Group 6 Page 148 of 208 Aviation Noise Working Group Completed Initiatives: • Late Night Noise Limitation Program • Runway Use Plan • Noise Comment Reporting • Discouraging Reverse Thrust • Encouraging Continuous Taxi to Takeoffs 7 Page 149 of 208 Aviation Noise Working Group Focus in 2024/25: • Promoting Single-engine Taxiing • Residential Sound Reinsulation • Part 150 Noise Study Technical Review Committee 8 Page 150 of 208 Accomplishments Policy Working Group 9 Page 151 of 208 Policy Working Group - Accomplishments • In 2024, 4 of StART's Federal Policy Priorities included in the 2024 FAA Reauthorization Act: - Instituting a deadline and a stakeholder advisory group for FAA action on the Noise Policy Review - Continuation of the Environmental Mitigation Pilot Program - Federal study of ultrafine particulates - FAA report on siting of new regional airport capacity • In 2025, continuing efforts to make progress on SAF and federal funding of secondary noise insulation 10 Page 152 of 208 2025 State Legislative Priorities • In 2024, created first ever StART State Policy Priorities Agenda - On February 12, 2025, led first ever StART Olympia Day on the Hill • 5 shared state policy priorities: - Effectively implement the Noise Insulation Repair and Replacement Program - Make tangible progress toward identifying additional regional airport capacity in the next three years - Sustain existing State programs to enhance air quality - Maintain and expand Sustainable Aviation Fuel (SAF) production and use in Washington - Decarbonizing ground transportation, reducing transportation emissions, and electrification 11 Page 153 of 208 QUESTIONS ? 12 Page 154 of 208 COMMISSION AGENDA MEMORANDUM BRIEFING ITEM Item No. Date of Meeting 11c May 27, 2025 DATE: May 9, 2025 TO: Stephen P. Metruck, Executive Director FROM: A. Boungjaktha, Managing Director, Economic Development Division Mian Rice, Director, Diversity in Contracting SUBJECT: Diversity in Contracting 2024 Annual Report EXECUTIVE SUMMARY The Diversity in Contracting Annual Report to the Commission provides the Port's division/department 2024 Women and Minority Business Enterprise (WMBE) results from administering affirmative efforts to assure equality of contracting opportunities. 2024 was the sixth full year of the Diversity in Contracting program operations in which Port divisions and departments established WMBE utilization goals. In total Port spend, 13.3% ($124M) of the Port's spend of $932M went to WMBE firms- short of the 2024 goal of 15% utilization, and an increase from the 12.4% WMBE utilization in 2023. The Port worked with 388 WMBE firms, short of achieving our "gap year" 2024 goal of working with 400 WMBE firms annually. The previous 2019-2023 goal was to work with 354 firms annually. In 2023, the Port worked with 392 WMBE firms. BACKGROUND AND GOALS On January 9, 2018, the Port Commissioners adopted a new Diversity in Contracting (DC) policy directive with a supporting Resolution, to advance equity in Port contracting. The policy was developed over the years of 2016-2017, using 2016 as the baseline for what was eventually passed. 2019 was the first full year the program and goals came into effect. The purpose of this policy directive is to provide the maximum practicable opportunity for increased participation by minority and women owned and controlled businesses in Port contracting for public works, consulting services, supplies, materials, equipment, and other services to create the opportunity to leverage Port spending to increase WMBE utilization. As part of the Diversity in Contracting policy directive, the Port Commission established utilization goals for both the amount of contracting dollars paid to WMBE firms as well as the number of WMBE firms under contract to the Port using 2016 baseline utilization results. Template revised April 12, 2018. Page 155 of 208 COMMISSION AGENDA - Briefing Item No. 11c Meeting Date: May 27, 2025 Page 2 of 6 2019-2023 Five-Year Goals (1) Triple the number of WMBE firms that contract with the Port annually (354 firms), and (2) Increase to 15% the percentage of dollars spent on WMBE contracts The policy also directed the establishment of:  Executive level accountability that drives performance across the Port  Port-wide goal setting and reporting processes, requiring Divisions/Departments to establish annual WMBE Plans that include aspirational goals and performance targets  Clear lines of responsibility and accountability for implementation with designated WMBE liaisons for each division  Enhanced compliance and tracking of key performance objectives and incorporation of WMBE goals into the Port's Long Range Plan  Categories of contracts where inclusion plans and other tools will be used  Implementation and monitoring procedures to ensure prompt payment and change order processes  Expanded technical assistance for WMBE firms, coordination with external partners, and support for internal training to Port staff Gap Year 2024 2024 was considered a "gap year" for the Program. The Diversity in Contracting team devoted the year to preparing for new five-year goals by evaluating the program, drafting updates to the policy, and engaging the community through internal and external listening sessions to identify procurement barriers. Gap Year 2024 Port-wide Goals: (1) Achieve 400 WMBE businesses utilized, and (2) Increase to 15% the percentage of dollars spent on WMBE contracts 2024 Results In 2024, construction accounted for 61% of the Port's spend while non-construction accounted for 39% of Port spend compared to 2023 where spend was nearly even between the two categories. For construction and non-construction projects combined, 13.3% of the Port's spend of $932M went to WMBE firms ($124M) - short of the 2024 goal of 15% utilization but surpassing its WMBE utilization in 2023 of 12.4%. The following table provides total spend information by division. Template revised September 22, 2016. Page 156 of 208 COMMISSION AGENDA - Briefing Item No. 11c Meeting Date: May 27, 2025 Page 3 of 6 2024 Total Utilization (Construction and Non-Construction Combined) Division Total Spend ($ Millions) WMBE Spend ($ Millions) 77 25 1 Aviation 669 Corporate 140 Economic Development Division 12 Maritime Division 110 20 Northwest Seaport Alliance* 32 6 Total 932 124 * The majority of NWSA data also falls within Maritime Division data WMBE % WMBE Firm Count 11.6 18.0 9.2 18.1 18.6 13.3 245 118 27 102 29 388 For construction, since the program launch in 2019, DC staff have established WMBE aspirational goals on a project-by-project basis. In 2022, the Port set an annual Port-wide construction goal for the first time at 11.5%, and in 2023 and 2024, a goal of 13%. In 2024, 11.2% of the Port's construction spend of $570M went to WMBE firms ($64M) - short of the 2024 WMBE construction goal of 13% but surpassing its WMBE utilization in 2023 of 9.2%. The following table provides construction spend information by division. 2024 Construction Utilization WMBE Division Spend WMBE % ($ Millions) Aviation 439 50 11.4 Corporate 59 3 5.6 Economic Development 7 0.8 Maritime 65 11 16.4 Northwest Seaport Alliance* 18 5 29.6 Total 570 64 11.2 * The majority of NWSA data also falls within Maritime Division data Total Spend ($ Millions) WMBE Firm Count 100 17 3 49 23 137 For non-construction, per the DC policy directive, every division and department establishes WMBE aspirational goals prior to the beginning of the year. Non-construction procurements include procurements for service agreements (professional services and personal services) and purchasing (goods and services, and P-card purchases). In non-construction, 16.6% of the Port's spend of $362M went to WMBE firms ($60M) - surpassing both its 2024 WMBE nonconstruction goal of 15%, as well as its WMBE utilization in 2023 of 15.7%. The following table provides non-construction spend information by division. Template revised September 22, 2016. Page 157 of 208 COMMISSION AGENDA - Briefing Item No. 11c Meeting Date: May 27, 2025 Page 4 of 6 2024 Non-Construction Utilization Total WMBE 2024 Spend Spend Division WMBE ($ ($ Goal % Millions) Millions) Aviation 229 27 14.0 Corporate 81 22 17.0 Economic Development Division 5 1 16.0 Maritime Division 45 9 13.0 Northwest Seaport Alliance* 14 Total 362 60 15.0 * The majority of NWSA data also falls within Maritime Division data 2024 WMBE Actuals % WMBE Firm Count 11.9 27.0 20.8 20.4 4.5 16.6 148 102 24 55 6 260 WMBE Firm Partnerships The Port worked with 388 WMBE firms, falling 12 firms short of achieving its 2024 goal of working with 400 WMBE firms annually, and four firms short of the 392 WMBE firms it worked with in 2023. 2025 Division/Department WMBE Goals The Port's Diversity in Contracting goals for 2025 is 16% spend with WMBE firms and 500 WMBE firms utilized annually. For 2025, the Port-wide construction WMBE goal is 14%. Achieving higher construction utilization is necessary to advance toward a Port-wide (construction and non-construction) goal of 16% WMBE utilization. For 2025, the non-construction WMBE goal is 16%. The following table provides the 2025 WMBE aspirational percent goals per division. The goals and figures below are estimates and we expect not all spending may be realized, and actual results may vary. 2025 Non-Construction WMBE Goals Projected Total 2025 WMBE Division Spend Projected Spend ($Millions)* ($Millions)* Aviation Division 201 34 Corporate 51 8 Economic Development Division 4 0.4 Maritime Division 16 2 Total 274 45 *Figures above are estimated, actual amounts may vary 2025 WMBE Goal 14% 16% 10% 14% 16% Template revised September 22, 2016. Page 158 of 208 COMMISSION AGENDA - Briefing Item No. 11c Meeting Date: May 27, 2025 Page 5 of 6 Conclusion Under the Diversity in Contracting (DC) Policy Directive, the Port's efforts in setting and meeting annual non-construction goals by division continue to be successful. Port total spend on nonconstruction has steadily risen for the past four years from $206M in 2021, to arrive at $362M in 2024, accompanied by consistently high WMBE utilization ranging from 15.4% to 16.6% in those respective years. Regarding construction, however, under Washington State's construction procurement laws and policies, in conjunction with the State's anti-affirmative action clauses, government entities have far less control over WMBE utilization on low-bid lump sum procurements. As a result, WMBE participation may be impacted regardless of their overall availability to work on Port projects. Tenant Reimbursement Agreement (TRA) projects can also affect WMBE participation. Port total spend on construction has grown significantly year-over-year for the past three years from $202M spend in 2022, to $323M in 2023, to $570M spend in 2024. Construction WMBE utilization has also trended upward year-over-year during that time from 8.5% in 2022, 9.2% in 2023, and 11.2% in 2024. WMBE use in construction, however, needs to be even higher to achieve Port-wide diversity in contracting goals. Although the Port did not achieve the 15% overall WMBE utilization goal, the Port's spend with WMBE businesses grew from 2023 (12.4%) to 2024 (13.3%). The number of total (construction and non-construction) WMBE firms utilized also remains steady with 388 firms partnered in 2024. ATTACHMENTS TO THIS BRIEFING (1) (2) Presentation slides Video PREVIOUS COMMISSION ACTIONS OR BRIEFINGS April 16, 2024 - Diversity in Contracting Annual Report and 5 Year Review January 23, 2024 - Commission Order to update the Port's Diversity in Contracting goals for 2024 April 12, 2023 - Diversity in Contracting Annual Report April 12, 2022 - Diversity in Contracting Annual Report April 13, 2021 - Diversity in Contracting Annual Report March 26, 2019 - Diversity in Contracting Annual Report June 12, 2018 - Commission briefing on Diversity in Contracting program development January 8, 2018 - Diversity in Contracting 2nd reading policy & passage of resolution 3737 December 19, 2017 - Diversity in Contracting Policy Review Template revised September 22, 2016. Page 159 of 208 COMMISSION AGENDA - Briefing Item No. 11c Meeting Date: May 27, 2025 Page 6 of 6 December 12, 2017 - Women and Minority Business Enterprise Policy Review - Resolution 3737 (first reading) December 5, 2017 - Women and Minority Business Enterprise Policy Review November 28, 2017 -Women and Minority Business Enterprise Policy Review October 24, 2017 - Women and Minority Business Enterprise Policy Review July 12, 2017 - Commission Budget Priorities, Building Economic Opportunity in Underserved Communities March 28, 2017 - Small Business Development Update March 22, 2016 - Small Business Utilization briefing December 14, 2014 - Disparity Study briefing August 19, 2014 - Small Business Utilization briefing January 26, 2010 - Adoption of Resolution No. 3618 concerning small business utilization Template revised September 22, 2016. Page 160 of 208 COMMISSION AGENDA MEMORANDUM BRIEFING ITEM Item No. Date of Meeting DATE: March 21, 2025 TO: Stephen P. Metruck, Executive Director FROM: Mian Rice, Director, Diversity in Contracting Vy Nguyen, Strategic Advisor, Commission Office 11c-2 May 27, 2025 SUBJECT: Resolution 3836, Updating the Diversity in Contracting Directive BRIEFING SUMMARY The resolution seeks to update and amend the Port of Seattle's Diversity in Contracting program to reflect growth of the program established by Resolution 3737, adopted by the Port of Seattle Commission in January 2018. The overall program goals remain the same: to increase women and minority business enterprises (WMBE) participation and utilization in Port of Seattle contracting opportunities through the Diversity in Contracting program of the Port. With the proposed update to the directive, certified small business enterprises (SBEs) and veteran business enterprises (VBEs) would qualify for participation in the Diversity in Contracting program. This resolution seeks to establish goals and objectives for the Diversity in Contracting program; updated goals include: an increase of the percentage of dollars spent on WMBE, SBE, and VBE contracts, increase in the utilization baseline of WMBE, SBE, and VBE firms Portwide, and creates a new baseline for WMBE, SBE, and VBE utilization in construction. There are additional programmatic shifts to increase knowledge and transparency of payment timelines, project labor agreements and expectations and requirements of firms that it applies to; strategies such as leveraging alternative delivery methodologies or lowering risk to increase WMBE, SBE, and VBE participation, and additional data collection in support of program evaluation. The proposed updates would apply to the Diversity in Contracting program through 2030. Attachments/References (1) Draft Resolution No. 3836 (2) Resolution No. 3737 Template revised April 12, 2018. Page 161 of 208 Item Number: Meeting Date: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 11c_ attach 1 May 27, 2025 RESOLUTION NO. 3836 A RESOLUTION of the Port of Seattle Commission amending Resolution No. 3737 and the Diversity in Contracting Directive Policy to increase women and minority business opportunities. WHEREAS, the Port of Seattle works to create, improve, and grow economic opportunities for all, including through supporting Women Minority Business Enterprises (WMBE) and Small Business Enterprises (SBE) through contracting opportunities with the Port; and WHEREAS, the Port of Seattle created its Diversity in Contracting program via Resolution 3737 (Res3737) adopted in January 2018. Res3737 formally adopted the Diversity in Contracting Directive as an actionable way to meet the Century Agenda goal of increasing WMBE utilization in Port contracts; and WHEREAS, the Diversity in Contracting Directive, via Res3737, established goals for the program to achieve in five years from 2019 to 2023. Res3737 set goals to increase the number of WMBE firms contracted with the Port of Seattle, to increase dollars spent on WMBE contracts to 15% over the implementation period of the Diversity in Contracting program, and increase overall WMBE utilization in Portwide contracting opportunities; and WHEREAS, the Port of Seattle established additional goals in the Diversity in Contracting program to incorporate WMBE goals into Division and COEs strategic business plans, budget and resource allocations, Century Agenda goals and objectives, prepare and publish annual reports, improve inclusion and outreach to grow WMBE participation, and actively work to reduce disparities in contracting; and WHEREAS Res3737 detailed strategies to support WMBEs, knowledge, and expertise to bid on Port contracting opportunities, as well as strategies and support from the Port's Executive Director and Commission for the Port to be flexible and responsive to achieve goals set by the Diversity in Contracting Directive; and WHEREAS, programmatic data collection and disparity studies have been essential to understanding challenges and successes of implementation of the Diversity in Contracting program; and WHEREAS, the Port has partnered with a total of 392 WMBE businesses in 2023, exceeding its policy goal of working with 354 WMBE firms annually. From 2019-2023, the Port Resolution 3836 Page 1 of 11 Page 162 of 208 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 partnered with 791 unique WMBE firms; and WHEREAS, the Diversity in Contracting program has made significant progress in expanding economic opportunity. In 2016, WMBEs held 5.3% of Port contracts for a total of 118 firms; WMBE utilization more than doubled by 2021, seeing a high of 14% utilization and 392 WMBE firms contracting with the Port; and WHEREAS, as the Diversity in Contracting program grows, small business and veteranowned businesses have been identified as opportunities for inclusion to achieve program goals while growing diverse businesses that can compete for Port contracts; and WHEREAS, the Diversity in Contracting program works to achieve an environment of parity for all businesses and competitiveness; and WHEREAS, for 2025-2030, the Diversity in Contracting program seeks to expand businesses eligible for programmatic support, improve processes such as prompt payments, collect additional data, increase outreach and education, and continue to lower barriers to increase access to Port contracting opportunities in fulfillment of the Port's mission to promote economic opportunities and quality of life in the region by advancing trade, commerce, and job creation in an equitable, accountable, and environmentally responsible manner. NOW, THEREFORE, BE IT RESOLVED by the Port of Seattle Commission as follows: SECTION 1. Resolution 3737 is hereby amended to read as follows. SECTION 2. The Diversity in Contracting Policy Directive as shown in the attached Exhibit A is hereby amended to read as follows. SECTION 3. This policy directive shall be labeled and catalogued as appropriate, together with subsequent policy directives, and shall be made readily available for use by Port staff and members of the public as a governance document of the Port of Seattle. ADOPTED by the Port of Seattle Commission at a duly noticed public meeting thereof, held this ______ day of _______________________________ , YYYY, and duly authenticated in open session by the signatures of the commissioners voting in favor thereof and the seal of the commission. Resolution 3836 Page 2 of 11 Page 163 of 208 86 87 88 89 Port of Seattle Commission Resolution 3836 Page 3 of 11 Page 164 of 208 EXHIBIT A to Resolution 3836 Diversity in Contracting Policy Directive As proposed May 27, 2025 SECTION 1. Purpose. The Port finds that minority, women, and veteran-owned businesses are under-represented and have been under-utilized on Port contracts through disparity studies and other reports. The purpose of this policy directive is to provide the maximum practicable opportunity for increased participation by minority, women, and/or veteran-owned and controlled businesses in Port contracting for public works, consulting services, supplies, material, equipment, and other services by increasing a diverse, competitive pool of potential contractors to meet the Port's Diversity in Contracting goals of Port spend and increase of WMBE, Small Business, and Veteran Business utilization. SECTION 2. Definitions. For the purposes of this chapter: "Affirmative efforts" means documented reasonable attempts in good faith to contract with women, minority, and veteran owned businesses. "Availability" or "available" as used in this chapter means a business that is interested in and capable of performing the work within the time frame required and to the quality specified in the solicitation and contract. "Capability" or "capable" as used in this section means that a business appears able to perform a commercially useful function in performance of the work. "Central database" means an electronic database that collects, aggregates, and tracks monthly Port-wide, division, and department-level utilization of small business, women and minority owned business, and other classifications across various categories and contract types and promotes transparency for the public. "Commercially useful function" means the performance of real and actual services in the discharge of any contractual endeavor. "Construction Business" means any person, firm, corporation or other entity who or which, in the pursuit of an independent business undertakes to, or offers to undertake, or submits a bid to, construct, alter, repair, add to, subtract from, improve, develop, move, wreck, or demolish any building, road, excavation or other structure, project, development, or improvement attached to real estate or to do any part thereof including structures or works in connection therewith, the installation of roofing or siding, or cabinet or similar installation; and/or employes members of more than one trade upon a single job or project or under a single Port of Seattle Commission Diversity in Contracting Policy Directive Page 4 of 9 Page 165 of 208 building permit. "Contract" means an agreement for public works, consulting services, supplies, material, equipment, or other services. "Contract awarding authority" means any individual, office, or division that is receiving the benefit of a Contract. "Contractor" means a business that has a Contract with the Port. "Division" means any Port of Seattle organization structure that has a director that reports to the Executive Director. "Relevant demographic data" is defined as, but not limited to, Asian-Pacific Americans, Black Americans, Hispanic Americans, Native Americans, Asian, and Women, and other characteristic information related to a business owner's sexual orientation, sex/gender, race, ethnicity, or veteran status as self-reported and/or certified by another government entity, as deemed necessary or relevant to eliminating disparity in Port contracting. "Small Business" (SBE) means a business that is certified by OMWBE as either a Small Business Enterprise (SBE) or Public Works Small Business Enterprise (PWSBE). "Utilization" is defined as both the percent of contracting dollars paid to WMBE firms as well as the number of WMBE firms under contract. "Veteran owned business" (VBE) means a business that has been certified by Washington State Department of Veteran Affairs as veteran owned. "Women or minority business" (WMBE) means a business that is at least 51 percent owned and controlled by women and/or minority (including, but not limited to African Americans, Native Americans, Asians, and Hispanics) group members. SECTION 3. Scope and Applicability. This policy shall apply to all Contracts and activities at the Port. SECTION 4. Responsibilities. The Executive Director shall pursue the Century Agenda goal to increase WMBE, VBE and SBE utilization in all Port contracts and shall: A. Achieve the Century Agenda goal to achieve 16 percent of dollars spent on WMBE, SBE, and VBE contracts, and 500 WMBE, SBE, and VBE firms utilized annually, within the next five years (2025 - 2029) of the Diversity in Contracting Program. Port of Seattle Commission Diversity in Contracting Policy Directive Page 5 of 9 Page 166 of 208 B. Incorporate these WMBE, SBE, and VBE goals into the Port's Century Agenda Objectives and KPIs. Further, the Executive Director shall prepare and publish an annual report each year titled Diversity in Contracting Annual Report; C. Improve inclusion and outreach to sustain and improve WMBE, SBE, and VBE participation and to reduce disparity in Port contracting; D. Take pro-active efforts to assure equity in contracting opportunities through the development and application of inclusion plans or other tools as necessary; and E. Expand opportunities for WMBE, SBE, and VBE firms across Port functions, wherever practicable. (Res. 3737, §3, 2018) SECTION 5. Policy. A. The Diversity in Contracting Program shall include: (1) Responsibilities, policies, practices, and processes that can change the Port procurement and contracting processes and provide a more receptive environment for the utilization of WMBE, SBE, and VBE firms, and to ensure that businesses and contractors of all tiers working on Port contracts and subcontracts utilize WMBE, SBE, and VBE firms, wherever feasible or as required. (2) Develop and refine a standard procedure for the Port-wide WMBE and VBE aspirational goal setting, and collection and reporting of relevant demographic data to be stored in a central database. (3) Identify categories of contracts that will require WMBE and VBE inclusion plans and other tools that will be applied to other categories of contracts Port-wide. (4) Clear lines of responsibility and accountability for implementation of the Diversity in Contracting Program and a designated WMBE liaison for each division. (5) Make WMBE and VBE aspirational goal setting and affirmative implementation efforts part of the annual performance evaluation for each Port division director and their staff and require standardized Diversity in Contracting program training, implementation, and coordination for all division leaders and their WMBE representatives. Port of Seattle Commission Diversity in Contracting Policy Directive Page 6 of 9 Page 167 of 208 B. The Diversity in Contracting Annual Plan shall include: (1) Specific measures the contract awarding authority will undertake to increase the utilization of WMBEs and VBEs to reduce disparity in Port contracting; and (2) Specific aspirational goals by division for WMBE utilization: (a) Each Port division will review future procurements to identify available firms on upcoming contracts to create a utilization goal that is justifiable. (b) Construction goals, other than small works, based on disparity studies or other valid internal data can demonstrate a reasonable level of utilization. C. To improve inclusion and outreach to sustain and improve WMBE, SBE, and VBE participation and to reduce disparity in Port contracting, the Port shall: (1) Support training and assistance to Port staff to increase participation in outreach and to learn about the internal and external resources available to include WMBE, VBE, and SBE firms in their procurement and contracting. (2) Improve and expand technical assistance, including WMBE, SBE, and/or VBE certification, business development, training, and mentoring programs for WMBE, SBE, and VBE firms to enhance bidding expertise and promote greater coordination with advocacy organizations, businesses, individuals, and public agencies and other Port departments. (3) Create opportunities for members of the contracting and vendor community, Port, and other stakeholders to work collaboratively on recommendations for how the Port can more effectively use the directives in this policy directive. (4) Assist contractors desiring to bid on Port Contracts to comply with the affirmative efforts provision for such Contracts and offer information as to organizations and agencies available to assist such contractor in recruiting, mentoring, training, or otherwise preparing potential subcontractors. (5) Cooperate and establish formal and/or informal partnerships and mutual cooperation with the Office of Minority and Women's Business Enterprises and other public agencies to carry out the purposes of this policy directive, as needed. (6) Leverage opportunities as authorized by the Executive Director to increase WMBE SBE, and VBE firm participation if attainment goals are not being met. Port of Seattle Commission Diversity in Contracting Policy Directive Page 7 of 9 Page 168 of 208 (7) Utilize Port processes to improve contracting in support of WMBE, SBE, and VBEs; this may include (but are not limited to) developing recommendations to increase efficiencies with prompt payments; and adjust competitive thresholds for professional services. (8) To support small business participation by reviewing project risk and adjusting bonding and insurance levels, when possible, to increase participation on Public Works projects. (9) Leverage the use of Alternative Delivery Methodology contracts to support increased WMBE, SBE, VBE participation, where applicable. (10) Increase education and outreach to WMBEs, SBEs, and VBEs to understand PLA terms. (11) Collect data on timely dispatch of workers on contracted jobs with the Port. D. Affirmative efforts to assure equality of contracting opportunity required: (1) Require bidders and proposers to comply with the Diversity in Contracting solicitation requirements in order to sustain and improve participation of WMBE, SBE, and VBEs in Port Contracts. (2) Prepare and require that Port Contracts include specifications pertaining to equal opportunity affirmative efforts to assure equality in contracting opportunity, and aspirational goals for WMBE and VBE subcontracting. Any goals established under this chapter shall be reasonable; however, no utilization requirements shall be a condition of contracting, except as may be allowed by RCW 49.60.400. (3) Regularly monitor and measure the Port Diversity in Contracting program and attainment of aspirational goals by contractors. (4) May establish aspirational goals for the participation of women, minority, and veteran businesses in a particular Port contract on a case-by-case basis. (5) Work closely with other divisions and departments to ensure all policies, practices, and processes are consistent and complementary and make it easier for WMBE, SBE, and VBE firms to pursue Port Contracts. (6) Define, implement, and monitor appropriate processes and procedures to ensure prompt payments and change order processing to address timely payment of contractors, suppliers, and subcontractors at all tiers. Review and recommend potential improvements to the existing prompt pay processes and Port of Seattle Commission Diversity in Contracting Policy Directive Page 8 of 9 Page 169 of 208 procedures. E. Affirmative efforts in subcontracting: (1) All contractors, including WMBE, SBE, and VBE firms, shall actively solicit bids for subcontracts to eligible, available, and capable WMBE, SBE, and VBE firms to perform commercially useful functions. (2) At the request of the relevant Port department, when inclusion plans are required, contractors shall furnish evidence of the contractor's compliance with such requirements and will submit evidence of compliance when requested. Contractors shall provide records necessary to document affirmative efforts to subcontract with WMBE, SBE, and VBE businesses on Port contracts. (3) Compliance with all requirements and past performance under this policy directive may be included in the evaluation of future procurements. (4) Contracts funded in whole or in part with federal funds or that are otherwise subject to federal contracting or other federal legal requirements (collectively "Federally-Regulated Contracts"). Federally-Regulated Contracts shall comply with all applicable federal laws, regulations, and orders, including those related to DBEs, ACDBEs, WMBEs, SBEs, and VBEs. To the extent permitted by those federal laws, regulations, and orders, and only to that extent, the provisions of this Policy Directive shall also be applied to Federally-Regulated Contracts. In contracts subject to 9 CFR 26. Subpart C, regarding Disadvantaged Business Enterprises (DBE), references to Women and Minority Businesses shall also include federally recognized ACDBEs or DBEs. In the event of a conflict between the provisions of this chapter, or the rules implementing this policy directive, and the requirements of 49 CFR 26, Subpart C, or 49 CFR Part 23, Subpart D, or any other superseding applicable federal statute or regulation, the provisions of the federal statute or regulation shall control. F. Expanding Opportunity. (1) The Port shall review and expand opportunities for WMBE, SBE, and VBE firms in other Port enterprise opportunities, for example real estate leases, to encourage and promote access to Port facilities. (Res. ) SECTION 6. Program Evaluation. Port of Seattle Commission Diversity in Contracting Policy Directive Page 9 of 9 Page 170 of 208 A. Benchmarks and metrics to evaluate the Diversity in Contracting Program shall include: (1) Incorporation of WMBE and VBE goals to the fullest extent reasonable, including incorporation into Century Agenda Key Performance Indicators (KPI), reports, and updates. (2) Specific measures the contract awarding authority will undertake to increase the participation of women, minority, and veteran-owned businesses and to reduce disparities, including the number of events or outreach activities conducted to ensure responsiveness to bid opportunities. (3) Progress towards specific division WMBE utilization goals, including the number of opportunities a division has available, the goals established for those opportunities and the actual utilization, including periodic review of disparity study results to determine reasonableness of goals. (4) Data reporting using the standard procedure identified in the Diversity in Contracting program for the Port-wide collection and reporting of relevant demographic data including percent of spend, number of businesses, and type of procurements. This also includes all relevant data systems to comply with United States's Department of Transportation's Disadvantage Business Enterprise (DBE) program requirements. (5) Preparation and publication of an annual report titled Diversity in Contracting Annual Report. SECTION 7. Fiscal Implications. Fiscal implications shall be reviewed by the Executive Director annually, at a minimum, to ensure the implementation of the policy directive is adequately resourced and shall submit a budget request as appropriate. Port of Seattle Commission Diversity in Contracting Policy Directive Page 10 of 9 Page 171 of 208 Revision History 1 2 3 4 5 January 9, 2018 Resolution 3836 Resolution 3737, establishing the Diversity in Contracting Policy Directive, was adopted. Page 11 of 11 Page 172 of 208 Item No. 11c_attach_2 Meeting Date: May 27, 2025 1 Resolution No. 3737 2 3 4 5 6 A RESOLUTION of the Port of Seattle Commission establishing a Diversity in Contracting Policy Directive to increase women and minority business opportunities and to repeal Resolutions No. 3506 and No. 3618. 7 8 9 10 WHEREAS, the Port of Seattle mission is committed to create economic opportunity for all, steward our environment responsibly, partner with surrounding communities, promote social responsibility, conduct ourselves transparently, and hold ourselves accountable; and 11 12 13 14 15 16 17 WHEREAS, the economic vitality of a community is strengthened and more resilient when opportunity is inclusive across our diverse communities; and WHEREAS, the Port of Seattle is uniquely positioned among public agencies to lead in efforts of justice and equity by providing a level platform to all businesses including women and minority business Enterprise (WMBE) firms to compete and succeed; and 18 19 20 21 22 23 24 25 26 WHEREAS, the 1998 passage of Initiative 200 by Washington state voters prohibited racial and gender preferences by state and local government led to an underutilization of WMBE's at the Port and many other public agencies; and WHEREAS, In 2003, in response to 1-200, the Port passed Resolution No. 3506, a race neutral approach "establishing a program to develop mutually advantageous business relationships with small businesses, and firms owned and operated by minorities, women and disabled"; and 27 28 29 30 31 WHEREAS, In 2010, the Port of Seattle passed Resolution No. 3618, a race neutral approach to develop "a program to develop mutually advantageous business relationships with small businesses including those owned and operated by people of color, women, people with disabilities, veterans, and the socio-economically disadvantaged"; and 32 33 34 35 36 37 38 39 40 41 42 WHEREAS, the Port of Seattle's efforts and programs as a result of Resolutions 3506 and 3618 have increased small business participation but have not increased WMBE participation; and WHEREAS, it is a priority for the Port of Seattle to affirmatively expand its efforts to increase WMBE participation in port contracts and ensure that WMBEs are afforded fair and equitable opportunity to compete for port contracts, succeed as subcontractors, and do not face unfair and unnecessary barriers when seeking and performing on port contracts; and WHEREAS, current data and the 2014 disparity study show that WMBE participation in Port of Seattle opportunities has been and continues to be disparately low; and 43 Resolution No. 3737, Diversity in Contracting Policy Directive Page 1 of 8 Page 173 of 208 44 45 46 47 48 WHEREAS, this policy will strengthen Port of Seattle efforts to eliminate this disparity and result in more equity, diversity, and inclusion for WMBEs in Port opportunities; and WHEREAS, the Port of Seattle seeks to identify and change internal Port processes and standards to clearly establish program goals and create accountability; and 49 so 51 52 53 54 55 56 57 WHEREAS, the Port of Seattle values a diverse workforce and has engaged in improving diversity and inclusion focused on race and expects to develop a new equity process tool designed to integrate explicit consideration of racial inequities and identification of interventions for use in policy, program, and budget planning and implementation; and WHEREAS, the Port of Seattle is committed to its values of conducting business with the highest ethical standards and our business practices shall reflect integrity, accountability, honesty, fairness and respect at all levels; 58 59 NOW, THEREFORE, BE IT RESOLVED by the Port of Seattle Commission as follows: 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 SECTION 1. Resolution 3506 adopted May 27, 2003, is hereby repealed. SECTION 2. Transition from Resolution 3618. The Executive Director may continue to operate under Resolution No. 3618, as needed, to allow for transition to Resolution 3737, until September 1, 2018, at which time Resolution No. 3618 will be repealed and replaced with Resolution 3737. SECTION 3. The Diversity in Contracting Policy Directive as shown in Exhibit A is hereby established. SECTION 4. This policy directive shall be labeled and catalogued as appropriate, together with subsequent policy directives, and shall be made readily available for use by Port staff and members of the public as a governance document of the Port of Seattle. ADOPTED by the Port Commission of the Port of Seattle at a duly noticed meeting thereof, held this ~day of JQ:OO