AGENDA* Regular Commission Meeting Port of …...th Floor February 12, 2020 9:30 a.m. Minutes...

*Certain discussion, consent and agenda items may contain forecasts/estimates. Actual results may differ.

AGENDA* Regular Commission Meeting Port of Portland Headquarters

7200 N.E. Airport Way, 8th Floor February 12, 2020

9:30 a.m.

Minutes

Approval of Minutes: Regular Commission Meeting – January 8, 2020

Executive Director

Approval of Executive Director’s Report – January 2020

Public Comments

Consent Items

1. 2020 PORT OF PORTLAND TRANSPORTATION IMPROVEMENTPLANRequests approval of the Port of Portland’s TransportationImprovement Plan.

TOM BOUILLION

2. PORT OF PORTLAND FIRE DEPARTMENT CIVIL SERVICECOMMISSION APPOINTMENT – PORTLAND INTERNATIONALAIRPORTRequests approval of the appointment of Fabian Jackson to a four-year term as a Port of Portland Fire Department Civil ServiceCommissioner.

CHIEF FUNK

Action Items

3. APPROVAL OF BUDGET ADJUSTMENT FOR FISCAL YEAR2019-20Requests approval of a Budget Adjustment for Fiscal Year 2019-20to provide for the $500,000 pass through of incentives (funded inpart with Oregon State Lottery funds) from the State of Oregon,acting by and through the Oregon Business DevelopmentDepartment, to SM Line Corporation or other container carrier insupport of re-establishing regular container service at Terminal 6.

SUZANNE KENNY

Commission Agenda February 12, 2020

4. PUBLIC HEARING AND ENACTMENT OF ORDINANCENO. 469-B TO ISSUE UP TO $90 MILLION OF PORTLANDINTERNATIONAL AIRPORT REFUNDING REVENUE BONDS,SERIES TWENTY-SIXRequests approval of Ordinance No. 469-B to authorize the sale ofup to $90 million aggregate principal amount of PortlandInternational Airport Refunding Revenue Bonds, Series Twenty-Six.

LISA FEDELI

5. PUBLIC IMPROVEMENT CONTRACT AMENDMENT – TERMINALCORE REDEVELOPMENT PROJECT – PORTLANDINTERNATIONAL AIRPORTRequests approval to amend the existing public improvementcontract with Hoffman Skanska LLC for the Terminal CoreRedevelopment project at Portland International Airport.

GEORGE SEAMAN

6. PUBLIC IMPROVEMENT CONTRACT – NORTH APRON REMAINOVERNIGHT PARKING RECONSTRUCTION – PORTLANDINTERNATIONAL AIRPORTRequests approval to award a public improvement contract toWeitman Excavation, Inc., for the North Apron Remain OvernightParking Reconstruction project at Portland International Airport.

DAREN GRIFFIN CHRIS EDWARDS

7. PUBLIC IMPROVEMENT CONTRACT – SE TAXIWAY TREHABILITATION – PORTLAND INTERNATIONAL AIRPORTRequests approval to award a public improvement contract toTapani, Inc., for the SE Taxiway T Rehabilitation project at PortlandInternational Airport.

BRANT FOSTER

Agenda Item No. 1

2020 PORT OF PORTLAND TRANSPORTATION IMPROVEMENT PLAN

February 12, 2020 Presented by: Tom Bouillion Planning Manager

REQUESTED COMMISSION ACTION

This agenda item requests approval of the Port of Portland’s (Port) Transportation Improvement Plan (PTIP). As a transportation agency reliant on elements of the transportation system developed and managed by others to support our mission, the Port must carefully plan, consider funding initiatives, and support projects that will enhance access for Port customers, businesses, passengers, and employees, both in this region and throughout the state. The Port Commission considers the PTIP annually as the basis for charting our transportation improvement needs and funding requirements.

BACKGROUND

Transportation continues to be both a strategic advantage for this region and a potential vulnerability. We are a small market and good access to markets beyond our region is critical for the businesses that locate here, but it is also crucial that the businesses that rely on products from others in this region can receive them in a timely manner. That means making strategic investments in all parts of the transportation system to diminish choke points, excessive congestion and poor connections.

This year’s PTIP is a compilation of 90 marine, aviation, road, rail, transit and waterway improvements that addresses Port facility, property access and freight mobility needs. Some of the projects in the PTIP are primarily the Port’s responsibility; others are critical for Port customers’ market access on systems owned and operated by others. The projects on systems owned and operated by other governments or private rail carriers are primarily the responsibility of those entities, but due to competing priorities and capital constraints, they require some amount of Port focus and/or financial participation to create the impetus for the responsible entity to pursue the project.

The Port’s industrial lands initiative, our efforts to retain and grow service, and portions of our federal and state strategy link back to the PTIP. It is our blueprint to ensure that we are strategic about investing in the system to meet our customers’ market access needs and for the region to remain attractive for business expansion and job growth.

As a result of increased competition for fewer federal and state transportation dollars, increasing congestion, the need for global market access, and the impact of inflation and fuel efficiency on the purchasing power of local and state gas taxes, the demand for transportation improvements continues to far exceed existing funding sources. In order to address business and passenger transportation market access and freight bottlenecks, needed improvements must be included in regional, state and federal transportation planning documents and funding strategies. Since transportation funds are not adequate to meet most of the region’s capital and maintenance

2020 PORT OF PORTLAND TRANSPORTATION IMPROVEMENT PLAN February 12, 2020 Page 2

needs, the Port must consider prioritizing our customers’ most critical transportation access needs, as well as look to other governments and the private sector for funding Port transportation maintenance and major capital investments.

For these reasons and others, it is prudent to review our transportation needs with the Commission annually. In addition, federal and state regulations require that all transportation funding requests include public review of project lists and funding strategies. Regulations further require inclusion of projects in regional transportation plans to be considered for air quality assessment and funding. To meet state and federal public process requirements established in 1991, the Commission must formally authorize submission of the PTIP to Metro and the Oregon Department of Transportation when there are changes to projects or funding priorities. Project funding priorities are reconsidered annually when PTIP projects and costs are updated.

The 90 projects identified in the PTIP were developed with full opportunity for public review and input. The PTIP was placed on the Port’s website and notice of the PTIP’s public hearing was published. A public hearing was held as part of the PTIP discussion at the January 2020 Commission meeting. Port staff intends to work with Metro, state and local transportation planners to include the projects in the PTIP in the local Transportation System Plans, the Regional Transportation Plan, and funding programs at various levels of government.

EXECUTIVE DIRECTOR'S RECOMMENDATION

The Executive Director recommends that the following resolutions be adopted:

BE IT RESOLVED, That approval is given to the Port of Portland’s Transportation Improvement Plan, and approval is given to submit it to Metro and the Oregon Department of Transportation for inclusion in the Regional Transportation Plan to be eligible for future state, regional, and federal funding; and

BE IT FURTHER RESOLVED, That approval is given to seek federal, state and regional transportation funds for the list of projects identified in the Port Transportation Improvement Plan.

Agenda Item No. 2

PORT OF PORTLAND FIRE DEPARTMENT CIVIL SERVICE COMMISSION APPOINTMENT – PORTLAND INTERNATIONAL AIRPORT

February 12, 2020 Presented by: Craig Funk Fire Chief


This agenda item requests approval of the appointment of Fabian Jackson to a four-year term as a Port of Portland (Port) Fire Department Civil Service Commissioner.

BACKGROUND

The Port maintains a civil service system for the Fire Department, in accordance with the requirements of Oregon law. It is administered by a three-member board of Civil Service Commissioners, who serve without pay. The three Commissioners’ responsibilities include administering the civil service system in matters relating to recruitment, testing, and selection of fire fighters and hearing matters of discipline or appeals brought before them.

Mr. Jackson is a former Lieutenant and arson investigator with 30 years of service with Portland Fire and Rescue. In 2018, Lt. Jackson was named Firefighter of the Year by Portland Fire and Rescue. He is a member of the International Association of Arson Investigators and is also a former Alcohol, Tobacco, Firearms and Explosives Task Force Officer.

If approved, Mr. Jackson will replace outgoing Commissioner Mark Maunder on the Civil Service Commission. Mr. Maunder’s term will expire on March 9, 2020.



BE IT RESOLVED, That approval is given to appoint Fabian Jackson to a four-year term as a Port of Portland Fire Department Civil Service Commissioner, in accordance with Port of Portland Ordinance 462-R; and

BE IT FURTHER RESOLVED, That the Executive Director or his designee is authorized to execute the necessary documents on behalf of the Port of Portland Commission in a form approved by counsel.

Agenda Item No. 3

APPROVAL OF BUDGET ADJUSTMENT FOR FISCAL YEAR 2019-20

February 12, 2020 Presented by: Suzanne Kenny Director; Budget, Financial Planning & Analysis


This agenda item requests approval of a Budget Adjustment for Fiscal Year (FY) 2019-20 to provide for the $500,000 pass through of incentives (funded in part with Oregon State Lottery funds) from the State of Oregon (State), acting by and through the Oregon Business Development Department (Business Oregon), to SM Line Corporation or other container carrier in support of re-establishing regular container service at Terminal 6.

BACKGROUND

Business Oregon and the Port of Portland (Port) entered into a Strategic Reserve Fund Amended and Restated Loan Agreement effective January 22, 2020 (Loan Agreement), pursuant to which the State has agreed to provide an interest-free forgivable loan of Strategic Reserve Funds in an amount up to $500,000 (SRF Loan Funds). Pursuant to the Loan Agreement, the SRF Loan disbursements are to be made and administered by the Port to incentivize SM Line Corporation or other container carrier to commence regular container service at Terminal 6 and offset start-up costs associated with such service. The SRF Loan Funds will be disbursed to SM Line Corporation in the amount of $20,000 per eligible vessel call, subject to the terms of the agreement between the Port and SM Line Corporation.

This pass-through transaction was not anticipated at the time the Port budget was adopted in June 2019. In accordance with ORS 294.338 (2), a Budget Adjustment is requested to appropriate, and provide, for this transaction.

General Fund

The Budget Adjustment includes the following:

• Increase Bonds, Loans and Other Proceeds by $500,000 to recognize receipt of SRFLoan Funds from the State.

• Increase Marine operating expense by $500,000 to provide for disbursement of the StateSRF Loan Funds to SM Line Corporation or other container carrier providing regularcontainer service at Terminal 6.

The total Budget for FY 2019-20 after these adjustments is $1,823,798,609, an increase of $500,000. Total Appropriations are $1,755,859,293 and are shown on Exhibit B. The difference of $67,939,316 is the total of debt service reserve amounts in the Airport Revenue Bond Fund, Customer Facility Charge Bond Fund, and the Passenger Facility Charge Bond

APPROVAL OF BUDGET ADJUSTMENT FOR FISCAL YEAR 2019-20 February 12, 2020 Page 2

Fund. These requirements are identified as “Reserved for Future Expenditure” and per budget law are not intended to be spent during Fiscal Year 2019-20. These amounts are, however, available for appropriation through a supplemental budget. There are no changes to the Port’s FY 2019-20 tax levy.



BE IT RESOLVED, That in accordance with ORS 294.338 (2), the Port of Portland Commission finds the need for a Budget Adjustment to revise appropriations within the General Fund for the amounts shown on Exhibit A to provide for the pass through transaction between the State of Oregon, acting by and through the Oregon Business Development Department, and SM Lines Incorporated or other container carrier, a situation that was not foreseen at the time of the Port of Portland’s Fiscal Year 2019-20 Budget adoption; and

BE IT FURTHER RESOLVED, That copies of Exhibit A, Budget Adjustment for Fiscal Year 2019-20; and Exhibit B, the Revised Schedule of Appropriations for Fiscal Year 2019-20 All Port Funds, shall be included in the minutes of this meeting; and

BE IT FURTHER RESOLVED, That the Budget Adjustment for Fiscal Year 2019-20 as submitted in Exhibit A is hereby adopted and the appropriations are approved; and

BE IT FURTHER RESOLVED, That the Budget Officer is authorized to execute the necessary documents on behalf of the Port of Portland Commission in a form approved by counsel.

Exhibit A

ADOPTEDBUDGET

JUNE 25, 2019

CHANGES TO APPROPRIATIONSDecember 11, 2019

REVISED APPROPRIATIONSDecember 11, 2019

BUDGET ADJUSTMENT

FEBRUARY 12, 2020

REVISED APPROPRIATIONS

FEBRUARY 12, 2020

GENERAL FUNDBeginning Balance 217,081,404$ -$ 217,081,404$ -$ 217,081,404$ Operating Revenue 67,223,587 5,100,000 72,323,587 - 72,323,587 Interest on Investments/Other 5,207,903 - 5,207,903 - 5,207,903 Bonds, Loans and Other Proceeds - - - 500,000 500,000 Service Reimbursements 44,859,160 - 44,859,160 - 44,859,160 Transfers from Other Funds 4,799,276 - 4,799,276 - 4,799,276

Total Resources 339,171,330$ 5,100,000$ 344,271,330$ 500,000$ 344,771,330$ - -

Administration 56,410,855$ -$ 56,410,855$ -$ 56,410,855$ Marine 37,223,021 5,100,000 42,323,021 500,000 42,823,021 Industrial Development 4,225,360 - 4,225,360 - 4,225,360 Navigation 13,128,652 - 13,128,652 - 13,128,652 General Aviation 3,074,519 - 3,074,519 - 3,074,519

Total Departments 114,062,407$ 5,100,000$ 119,162,407$ 500,000$ 119,662,407$ - -

Service Reimbursements 509,575$ -$ 509,575$ -$ 509,575$ Other Environmental 2,066,494 - 2,066,494 - 2,066,494 Debt Service Payments 13,805,042 - 13,805,042 - 13,805,042 System Development Charges / Other 10,000 30,000,000 30,010,000 - 30,010,000 Cash Transfers to Other Funds 17,000,617 - 17,000,617 - 17,000,617 Contingency 191,717,195 (30,000,000) 161,717,195 - 161,717,195

Total Requirements 339,171,330$ 5,100,000$ 344,271,330$ 500,000$ 344,771,330$

PORT OF PORTLANDBUDGET ADJUSTMENT - FISCAL YEAR 2019-20

Exhibit B

ADOPTEDBUDGET

JUNE 25, 2019



BUDGET ADJUSTMENT

FEBRUARY 12, 2020


FEBRUARY 12, 2020

GENERAL FUNDBeginning Balance 217,081,404$ -$ 217,081,404$ -$ 217,081,404$ Operating Revenue 67,223,587 5,100,000 72,323,587 72,323,587 Interest on Investments/Other 5,207,903 - 5,207,903 - 5,207,903 Bonds, Loans and Other Proceeds - - - 500,000 500,000 Service Reimbursements 44,859,160 - 44,859,160 - 44,859,160 Transfers from Other Funds 4,799,276 - 4,799,276 - 4,799,276

Total Resources 339,171,330$ 5,100,000$ 344,271,330$ 500,000$ 344,771,330$ - -

Administration 56,410,855$ -$ 56,410,855$ -$ 56,410,855$ Marine 37,223,021 5,100,000 42,323,021 500,000 42,823,021 Industrial Development 4,225,360 - 4,225,360 - 4,225,360 Navigation 13,128,652 - 13,128,652 - 13,128,652 General Aviation 3,074,519 - 3,074,519 - 3,074,519

Total Departments 114,062,407$ 5,100,000$ 119,162,407$ 500,000$ 119,662,407$ - -

Service Reimbursements 509,575$ -$ 509,575$ -$ 509,575$ Other Environmental 2,066,494 - 2,066,494 - 2,066,494 Debt Service Payments 13,805,042 - 13,805,042 - 13,805,042 System Development Charges / Other 10,000 30,000,000 30,010,000 - 30,010,000 Cash Transfers to Other Funds 17,000,617 - 17,000,617 - 17,000,617 Contingency 191,717,195 (30,000,000) 161,717,195 - 161,717,195

Total Requirements 339,171,330$ 5,100,000$ 344,271,330$ 500,000$ 344,771,330$

AIRPORT REVENUE FUNDBeginning Balance 109,480,000$ -$ 109,480,000$ -$ 109,480,000$ Operating Revenue 270,826,379 - 270,826,379 - 270,826,379 Interest on Investments 4,042,689 - 4,042,689 - 4,042,689 Commercial Paper Proceeds 98,750,000 - 98,750,000 - 98,750,000 Service Reimbursements 4,094,978 - 4,094,978 - 4,094,978 Transfers from Other Funds 10,000 - 10,000 - 10,000

Total Resources 487,204,046$ -$ 487,204,046$ -$ 487,204,046$ - -

Operating Expenditures 122,464,919$ -$ 122,464,919$ -$ 122,464,919$ Sys Dev Chgs/Line Of Credit/Other 600,000 - 600,000 - 600,000 Commercial Paper Interest & Maturity 1,250,000 - 1,250,000 - 1,250,000 Service Reimbursements 26,879,817 - 26,879,817 - 26,879,817 Cash Transfers to Other Funds 216,476,310 - 216,476,310 - 216,476,310 Contingency 119,533,000 - 119,533,000 - 119,533,000

Total Requirements 487,204,046$ -$ 487,204,046$ -$ 487,204,046$ - -

BOND CONSTRUCTION FUND - - Beginning Balance 10,000,000$ -$ 10,000,000$ -$ 10,000,000$ Interest Income/ Other 434,904 - 434,904 - 434,904 Federal/State Grants/Other 11,343,947 - 11,343,947 - 11,343,947 Bonds and Other Debt Proceeds - - - - - Property Tax 13,007,036 - 13,007,036 - 13,007,036 Transfers from Other Funds 33,654,612 - 33,654,612 - 33,654,612

Total Resources 68,440,499$ -$ 68,440,499$ -$ 68,440,499$

Capital Outlay 54,377,424$ -$ 54,377,424$ -$ 54,377,424$ Service Reimbursements 4,053,075 - 4,053,075 - 4,053,075 Transfers to Other Funds 10,000 - 10,000 - 10,000 Contingency 10,000,000 - 10,000,000 - 10,000,000

Total Requirements 68,440,499$ -$ 68,440,499$ -$ 68,440,499$ - -

AIRPORT CONSTRUCTION FUND - - Beginning Balance 217,852,333$ -$ 217,852,333$ -$ 217,852,333$ Interest Income/ Other 5,321,000 - 5,321,000 - 5,321,000 Federal / State Grants 10,553,472 - 10,553,472 - 10,553,472 Bond and Other Debt Proceeds - - - - - Transfers from Other Funds 205,644,864 - 205,644,864 - 205,644,864

Total Resources 439,371,669$ -$ 439,371,669$ -$ 439,371,669$ - -

Capital Outlay 306,381,249$ -$ 306,381,249$ -$ 306,381,249$ Bond Issue Costs/Other 100,000 400,000 500,000 - 500,000 Service Reimbursements 17,511,671 - 17,511,671 - 17,511,671 Cash Transfers to Other Funds 7,147,008 - 7,147,008 - 7,147,008 Contingency 108,231,741 (400,000) 107,831,741 - 107,831,741

Total Requirements 439,371,669$ -$ 439,371,669$ -$ 439,371,669$

PORT OF PORTLAND BUDGET ADJUSTMENTSCHEDULE OF REVISED APPROPRIATIONS - FISCAL YEAR 2019-20

Exhibit B

ADOPTEDBUDGET

JUNE 25, 2019



BUDGET ADJUSTMENT

FEBRUARY 12, 2020


FEBRUARY 12, 2020

PORT OF PORTLAND BUDGET ADJUSTMENTSCHEDULE OF REVISED APPROPRIATIONS - FISCAL YEAR 2019-20

AIRPORT REVENUE BOND FUNDBeginning Balance 42,699,717$ -$ 42,699,717$ -$ 42,699,717$ Bond and Other Debt Proceeds - - - - - Interest Income 1,391,000 - 1,391,000 - 1,391,000 Transfers from Other Funds 69,775,184 - 69,775,184 - 69,775,184

Total Resources 113,865,901$ -$ 113,865,901$ -$ 113,865,901$ - -

Debt Service Payments 71,127,294$ -$ 71,127,294$ -$ 71,127,294$ Reserved for Future Expenditures 42,738,607 - 42,738,607 - 42,738,607


CUSTOMER FACILITY CHARGE (CFC) FUND - - Beginning Balance 112,564,318$ -$ 112,564,318$ -$ 112,564,318$ Customer Facility Charge 16,294,307 - 16,294,307 - 16,294,307 Interest Income 2,412,285 - 2,412,285 - 2,412,285 Bond and Other Debt Proceeds - - - - - Cash Transfers from Other Funds - - - - -

Total Resources 131,270,910$ -$ 131,270,910$ -$ 131,270,910$

Bank Fees / Other 14,000$ -$ 14,000$ -$ 14,000$ Cash Transfers to Other Funds 10,640,000 - 10,640,000 - 10,640,000 Contingency 120,616,910 - 120,616,910 - 120,616,910


CUSTOMER FACILITY CHARGE (CFC) BOND FUNDBeginning Balance 11,000,000$ -$ 11,000,000$ -$ 11,000,000$ Interest Income 270,000 - 270,000 - 270,000 Bond and Other Debt Proceeds - - - - - Cash Transfers from Other Funds 9,640,000 - 9,640,000 - 9,640,000

Total Resources 20,910,000$ -$ 20,910,000$ -$ 20,910,000$



PASSENGER FACILITY CHARGE (PFC) FUNDBeginning Balance 147,214,315$ -$ 147,214,315$ -$ 147,214,315$ Passenger Facility Charge 39,871,179 - 39,871,179 - 39,871,179 Bond and Other Debt Proceeds - - - - - Interest and Other 2,089,726 - 2,089,726 - 2,089,726

Total Resources 189,175,220$ -$ 189,175,220$ -$ 189,175,220$

Letter of Credit/Other 6,250$ -$ 6,250$ -$ 6,250$ Cash Transfers to Other Funds 86,074,947 - 86,074,947 - 86,074,947 Contingency 103,094,023 - 103,094,023 - 103,094,023


PASSENGER FACILITY CHARGE (PFC) BOND FUNDBeginning Balance 14,596,087$ -$ 14,596,087$ -$ 14,596,087$ Interest Income 368,000 - 368,000 - 368,000 Cash Transfers from Other Funds 13,824,947 - 13,824,947 - 13,824,947

Total Resources 28,789,034$ -$ 28,789,034$ -$ 28,789,034$


Total Requirements 28,789,034$ -$ 28,789,034$ -$ 28,789,034$ - - - - - -

TOTAL BUDGET - ALL FUNDS 1,818,198,609$ 5,100,000$ 1,823,298,609$ 500,000$ 1,823,798,609$ Less Reserved for Future Expenditures:

Airport Revenue Bond Fund 42,738,607$ -$ 42,738,607$ -$ 42,738,607$ Customer Facility Charge (CFC) Bond Fund 11,000,000 - 11,000,000 - 11,000,000 Passenger Facility Charge (PFC) Bond Fund 14,200,709 - 14,200,709 - 14,200,709

Subtotal Reserved for Future Expenditures 67,939,316$ -$ 67,939,316$ -$ 67,939,316$

TOTAL APPROPRIATIONS 1,750,259,293$ 5,100,000$ 1,755,359,293$ 500,000$ 1,755,859,293$

Agenda Item No. 4

PUBLIC HEARING AND ENACTMENT OF ORDINANCE NO. 469-B TO ISSUE UP TO $90 MILLION OF PORTLAND INTERNATIONAL AIRPORT REFUNDING REVENUE BONDS, SERIES TWENTY-SIX

February 12, 2020 Presented by: Lisa Fedeli Director, Capital Finance & Debt Management


This agenda item requests approval of Ordinance No. 469-B to authorize the sale of up to $90 million aggregate principal amount of Portland International Airport (PDX) Refunding Revenue Bonds, Series Twenty-Six (the Series Twenty-Six Bonds), in multiple series, to pay the costs of refunding all or part of the outstanding PDX Revenue Bonds, Series Twenty A, Series Twenty B and Series Twenty C (the Refunded Bonds), to pay the costs of issuance, to fund certain reserves, if necessary, and for any other lawful Port of Portland (Port) purpose.

BACKGROUND

In November 2010, the Port issued the Refunded Bonds to pay for the costs of construction of the baggage handling system, completion of the north runway extension project, and to refund the Series 12 Bonds. The Refunded Bonds were issued as fixed-rate bonds, with interest coupons ranging from 3% to 5%, final maturity in July 1, 2040, and a call option on or after July 1, 2020. The Refunded Bonds are currently outstanding with a principal amount of $88,415,000.

The Port’s Debt Management policy provides that the Port will monitor market conditions and interest rates on an ongoing basis for opportunities to refund its outstanding debt to achieve debt service savings. Based on current bond interest rates, this refunding is expected to generate net present value savings well in excess of the policy’s minimum threshold, which is 3% of the refunded principal amount.

ORDINANCE TERMS

The Series Twenty-Six Bonds will be 30-year bonds that bear interest at fixed rates with the final maturity no later than July 1, 2040.

Section 3 of Ordinance No. 469-B delegates authority to take actions and sign the documents that are required to sell and provide for the issuance and delivery of the Series Twenty-Six Bonds, in one or more series, to the Executive Director or the Chief Financial Officer of the Port and the designee of the Executive Director. Such actions may include, among other actions described in the ordinance, the following:

• Prepare, approve, authorize the distribution of, deem final, execute and deliver thedisclosure documents for the Series Twenty-Six Bonds.

PUBLIC HEARING AND ENACTMENT OF ORDINANCE NO. 469-B TO ISSUE UP TO $90 MILLION OF PORTLAND INTERNATIONAL AIRPORT REFUNDING REVENUE BONDS, SERIES TWENTY-SIX February 12, 2020 Page 2

• Establish the final series designations, principal amounts, maturities, interest rates ormethods of determining interest rates, sale prices, optional and/or mandatoryredemption provisions, notice provisions, payment terms and dates, record dates andother terms for the Series Twenty-Six Bonds of each series.

• Undertake to provide continuing disclosure in accordance with Rule 15c2-12 of theUnited States Securities and Exchange Commission.

• Determine whether to purchase, establish the terms of and obtain one or more creditfacilities (a credit enhancement device given as security) for the Series Twenty-SixBonds.

• Determine whether to purchase and obtain reserve sureties, deposit cash andinvestments in the SLB Reserve Account, and take any other action necessary to satisfythe SLB Reserve Requirement.

• Execute and deliver one or more escrow deposit agreements, appoint one or moreescrow agents and verification agents, and take any actions that are required to redeem,refund and/or defease all or any portion of the Refunded Bonds, which actions mayinclude directing an escrow agent to purchase appropriate securities for deposit in anescrow account.

• Prepare, execute and deliver one or more certificates, bond declarations andsupplemental actions specifying the terms under which the Series Twenty-Six Bonds areissued, the form of the Series Twenty-Six Bonds and the administrative provisions thatapply to the Series Twenty-Six Bonds.

• Execute and deliver any other documents and take any other action in connection withthe Series Twenty-Six Bonds that will be advantageous to the Port.

PARTICIPANTS

In addition to the Port, the primary firms involved in the Series Twenty-Six Bond transaction are:

• PFM Financial Advisors LLC, is the municipal advisor to the Port.

• Orrick, Herrington & Sutcliffe LLP is bond counsel and disclosure counsel to the Port.

• The underwriting bank will be J.P. Morgan Securities LLC as senior manager.

• U.S. Bank National Association will be the trustee.

• Standard & Poor’s is expected to provide the necessary credit rating.

PUBLIC HEARING AND ENACTMENT OF ORDINANCE NO. 469-B TO ISSUE UP TO $90 MILLION OF PORTLAND INTERNATIONAL AIRPORT REFUNDING REVENUE BONDS, SERIES TWENTY-SIX February 12, 2020 Page 3



BE IT RESOLVED, That Port of Portland Ordinance No. 469-B, in the form presented to the Commission, be read by title only; and

BE IT FURTHER RESOLVED, That a public hearing be held prior to adopting Ordinance No. 469-B, in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended; and

BE IT FURTHER RESOLVED, That proposed Port of Portland Ordinance No. 469-B, in the form presented to the Commission, be enacted by a roll call vote; and


Ordinance No. 469-B

ORDINANCE NO. 469-B

AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE IN ONE OR MORE SERIES OF NOT MORE THAN $90,000,000 AGGREGATE PRINCIPAL AMOUNT OF PORTLAND INTERNATIONAL AIRPORT REVENUE BONDS TO REFUND OUTSTANDING PORTLAND INTERNATIONAL AIRPORT REVENUE BONDS AND TO PAY COSTS OF ISSUING THE BONDS, AND TO FUND CERTAIN RESERVES, IF NECESSARY; AND FOR ANY OTHER LAWFUL PURPOSE OF THE PORT; AUTHORIZING AMENDMENTS TO THE PORT’S AIRPORT REVENUE BOND ORDINANCE NO. 155, AS AMENDED, AND AIRPORT REVENUE BOND ORDINANCE NO. 323, AS AMENDED; AND AUTHORIZING AND PROVIDING FOR RELATED MATTERS AND DOCUMENTS.

WHEREAS, the Board of Commissioners of The Port of Portland (the “Board”) has determined and does hereby determine that it will be advantageous to The Port of Portland (the “Port”) to authorize the issuance by the Port of its Portland International Airport Refunding Revenue Bonds, Series Twenty-Six, in one or more series (collectively, the “Series Twenty-Six Bonds”) to: (i) refund all or a portion of the outstanding Portland International Airport Revenue Bonds, Subseries Twenty A (Non-AMT Governmental Purpose), Subseries Twenty B (Non-AMT Private Activity) and Subseries Twenty C (AMT) (the “Refunded Bonds”), (ii) pay costs of issuing the Series Twenty-Six Bonds, (iii) fund certain reserves, if necessary, and (iv) for any other lawful purposes of the Port;

WHEREAS, the Series Twenty-Six Bonds will be issued pursuant to Section 10 of Ordinance No. 323, enacted October 9, 1985, as amended and restated thereafter and as hereafter amended, restated and supplemented (“Ordinance No. 323”), on a parity with the Port’s currently outstanding airport revenue bonds (the “SLBs”);

NOW THEREFORE, BE IT ENACTED BY THE PORT OF PORTLAND:

Section 1. Terms Defined in Ordinance No. 155 and Ordinance No. 323.

1.1 As used in this Ordinance No. 469-B (the “Ordinance”), the following terms shall have the meanings defined for such terms in Ordinance No. 155, enacted November 10, 1971, as amended and restated thereafter and hereafter amended, restated and supplemented (“Ordinance No. 155”) and in Ordinance No. 323, as follows:

Term: Defined in Ordinance No. Airport Fund 155 Airport 155 Credit Facility 323 General Account 155 Investment Securities 155 Net Revenues 155 Port 155 Rebate Account 323 SLB Fund 323 SLB Principal and Interest Account 323 SLB Reserve Account 323 SLB Reserve Fund Requirement 323

Ordinance No. 469-B

1.2 In addition to the terms defined as provided in Section 1.1 of this Ordinance, the following terms shall have the following meanings:

“Additional SLBs” means the bonds and other obligations that qualify as “Additional Subordinate Lien Bonds,” as that term is defined in Ordinance No. 323.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations of the United States Treasury Department.

“DTC” means The Depository Trust Company, New York, New York or any successor serving as securities depository under this Ordinance.

“Executive Director” means the Executive Director or the Chief Financial Officer of the Port and any designee of the Executive Director or the Chief Financial Officer of the Port.

“Outstanding” refers to any Series Twenty-Six Bonds that have been issued and delivered under this Ordinance except:

(a) Series Twenty-Six Bonds that have been canceled by the Trustee becauseof payment or redemption or that have been surrendered to the Trustee for cancellation; or

(b) Series Twenty-Six Bonds that are no longer deemed outstanding because ofthe application of Section 17 of Ordinance No. 323.

“Owner” means a registered owner of a Series Twenty-Six Bond, as shown on the registration books maintained by the Trustee.

“Refunded Bonds” means, collectively, the Port’s Portland International Airport Revenue Bonds, Subseries Twenty A (Non-AMT Governmental Purpose), Subseries Twenty B (Non-AMT Private Activity) and Subseries Twenty C (AMT) that are refunded with proceeds of the Series Twenty-Six Bonds.

“Rule” means United States Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. § 240.15c2-12).

“Series Twenty-Six Bonds” means the SLBs of each series authorized by Section 2.1 of this Ordinance.

“SLBs” means bonds and other obligations that qualify as “Subordinate Lien Bonds” as that term is defined in Ordinance No. 323.

“SLB Construction Account” means the Subordinate Lien Revenue Bond Construction Account in the Construction Fund created under Section 8 of Ordinance No. 323.

“Trustee” means the “Subordinate Lien Bond Trustee” as defined in Ordinance No. 323.

Ordinance No. 469-B

Section 2. Authorization and Security for Bonds.

2.1 Pursuant to the provisions of Ordinance No. 155 and Ordinance No. 323, the Board hereby authorizes the Port to sell and issue in one or more series up to $90,000,000 aggregate principal amount of Portland International Airport Refunding Revenue Bonds to: (i) refund all or a portion of the Refunded Bonds, (ii) make a deposit to the SLB Reserve Account, if necessary, (iii) pay other costs related to the refunding of the Refunded Bonds and costs of issuing the SeriesTwenty-Six Bonds, and (iv) for any other lawful purposes of the Port. The Series Twenty-SixBonds authorized by this Section 2.1 shall be issued as fixed-rate bonds, and may be issued in oneor more series.

2.2 The Series Twenty-Six Bonds shall be issued pursuant to Section 10 of Ordinance No. 323 and shall be payable solely from the Net Revenues of the Airport that are available for deposit in the General Account and from moneys in the SLB Fund and SLB Construction Account as provided in Section 4 of Ordinance No. 323 and in the documents authorized by Section 3.8 of this Ordinance.

2.3 The Board also authorizes the Port to obtain one or more Credit Facilities, if necessary and desirable, to secure all or a portion of the Series Twenty-Six Bonds, to enter into one or more reimbursement agreements with the provider or providers of such Credit Facilities, if necessary and desirable, and to enter into the agreements and other documents referred to in Section 3.

Section 3. Delegation.

The Executive Director is hereby authorized, on behalf of the Port and without further action by the Board and the Board hereby ratifies actions heretofore taken by the Executive Director in connection with the Series Twenty-Six Bonds, to:

3.1 Sell and provide for the issuance of the Series Twenty-Six Bonds in one or more series.

3.2 Participate in the preparation of, approve, authorize the distribution of, deem final, and execute and deliver the disclosure documents for the Series Twenty-Six Bonds.

3.3 Provide for the issuance of one or more series of Series Twenty-Six Bonds to commercial banks or other lenders to provide interim financing for the refunding of the Refunded Bonds, use the proceeds of the Series Twenty-Six Bonds to refund the Refunded Bonds, and issue additional refunding bonds to refund such Series Twenty-Six Bonds.

3.4 Establish the final series designations, principal amounts, maturities, interest rates or methods of determining interest rates, sale prices, optional and/or mandatory redemption provisions, notice provisions, payment terms and dates, record dates and other terms for the Series Twenty-Six Bonds of each series; provide for the Series Twenty-Six Bonds to be held by or through the facilities of DTC; select one or more underwriters, negotiate terms of the sale of the Series Twenty-Six Bonds with those underwriters and enter into one or more bond purchase agreements with those underwriters.

Ordinance No. 469-B

3.5 Undertake to provide continuing disclosure in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission; provided that any such undertaking shall provide that if the Port fails to comply with the continuing disclosure undertaking, the Owners and the beneficial owners shall have only the remedies specified in such continuing disclosure undertaking and that failure by the Port to comply with the continuing disclosure undertaking shall not constitute a default on any SLBs or an event of default under this Ordinance, Ordinance No. 155 or Ordinance No. 323.

3.6 Determine whether to purchase, and establish the terms of and obtain, one or more Credit Facilities for the Series Twenty-Six Bonds and enter into agreements with providers of those Credit Facilities to repay any amounts paid under the Credit Facilities (plus fees and other costs of such providers) from the Net Revenues of the Airport in accordance with Ordinance No. 323.

3.7 Determine whether to purchase, and obtain, reserve sureties, deposit cash and investments in the SLB Reserve Account, substitute sureties for cash then on deposit in the SLB Reserve Account or substitute cash for sureties then credited to the SLB Reserve Account and take any other action necessary to satisfy the SLB Reserve Requirement.

3.8 Prepare, execute and deliver one or more certificates, bond purchase agreements, bond declarations and supplemental actions specifying the terms under which the Series Twenty-Six Bonds are issued, the form of the Series Twenty-Six Bonds and the administrative provisions that apply to the Series Twenty-Six Bonds. These documents may contain additional covenants and terms for the benefit of the owners of the Series Twenty-Six Bonds, providers of Credit Facilities for the Series Twenty-Six Bonds, if any, and providers of any reserve sureties.

3.9 Except in the case of any Series Twenty-Six Bonds, the interest on which the Port intends to be includable in gross income for federal income tax purposes, enter into covenants by the Port to maintain the excludability of interest on the Series Twenty-Six Bonds from gross income under the Code.

3.10 Determine whether to provide, and provide that a portion of the Series Twenty-Six Bonds bear interest that is includable in gross income for federal income tax purposes.

3.11 Execute and deliver one or more escrow deposit agreements, appoint one or more escrow agents and verification agents, and take any actions that are required to redeem, refund and/or defease all or any portion of the Port’s outstanding Refunded Bonds, which actions may include directing an escrow agent to purchase appropriate securities for deposit in an escrow account.

3.12 Obtain any necessary consents from the providers of the Port’s existing interest rate swaps, surety bond reserve policies and/or Credit Facilities.

3.13 Execute and deliver amendments to the Port’s existing interest rate swaps, if desirable, to facilitate the issuance of the Series Twenty-Six Bonds, or replace or terminate the existing interest rate swaps with other interest rate swaps that work more advantageously with the Series Twenty-Six Bonds.

Ordinance No. 469-B

3.14 Create special accounts and subaccounts within the SLB Fund that is held under Ordinance No. 323, as amended, for the Series Twenty-Six Bonds and provide for deposits and withdrawals of amounts in those accounts and subaccounts.

3.15 Provide for the application and investment of proceeds of the Series Twenty-Six Bonds.

3.16 Provide for the application of proceeds of the Series Twenty-Six Bonds for the payment of interest to accrue on a portion of Series Twenty-Six Bonds as specified by the Executive Director.

3.17 Execute and deliver any other documents and take any other action in connection with the Series Twenty-Six Bonds and the refunding of the Refunded Bonds which the Executive Director finds will be advantageous to the Port.

Section 4. Amendments to Ordinance No. 323 and to Ordinance 155.

4.1 The Port may amend and restate Ordinance No. 323 and Ordinance No. 155 to delete the final paragraph of Section 9 of Ordinance No. 323 and to remove all other references in those ordinances to “Excess Principal.”

4.2 As the Port has done in the ordinances authorizing all currently outstanding series of SLBs, the Port hereby provides and clarifies that the Port may amend Ordinance No. 155 and Ordinance No. 323 without the consent of the Owners of the Series Twenty-Six Bonds for any of the purposes listed in this Section 4.

(a) To amend the definition of “Airport” to add any facilities operated by thePort whether or not such facilities are related to aviation.

(b) To provide that the Airport Fund (other than the SLB Fund) may be investedin any securities that are legal investments for the Port under the laws of the State of Oregon.

(c) To provide that the SLB Fund may be invested only in InvestmentSecurities, and to define Investment Securities to include those securities that are then typically permitted for the investment of debt service and the reserve funds of revenue bonds that have credit ratings similar to the credit ratings then in effect for the SLBs.

(d) To permit the Port’s obligations under derivative products (includinginterest rate swaps, collars, hedges, caps and similar transactions) to be treated as SLBs and to make other changes which are desirable in order to permit use of derivative products in connection with SLBs.

(e) To permit obligations that are subordinate to the SLBs to be issued for anylawful Port purpose.

(f) To provide that balloon obligations will be treated as if they were refinancedwith long-term obligations for purposes of calculating the SLB Debt Service Requirement and making certain deposits to the SLB Fund.

Ordinance No. 469-B

(g) To provide that any “put” or other right of Owners to require the purchaseof SLBs shall not be treated as a maturity or mandatory redemption and may be ignored when calculating the SLB Debt Service Requirement and the amounts to be deposited to the SLB Fund, but only if bond insurance, a line or letter of credit, a standby bond purchase agreement or other liquidity or credit enhancement is in effect which is expected to pay for the purchase of the SLBs when the Owners exercise that right, if the SLBs are not remarketed or refunded.

(h) To provide that certain amounts in the SLB Serial Principal Account andthe SLB Term Bond Principal Account may be used for redemption or purchase for cancellation of SLBs.

(i) To reduce the SLB Reserve Fund Requirement to an amount equal to themaximum amount of proceeds of tax-exempt bonds which the Code permits to be deposited in a reserve account without yield restriction, and to specify either that separate reserve accounts will be held for each series of SLBs, or that a single reserve account will secure all series of SLBs.

(j) To modify the requirements for funding the Rebate Account or to eliminatethe Rebate Account.

(k) To combine Ordinance No. 155 and Ordinance No. 323, to delete outdatedprovisions, to delete provisions that interfere with the business operations of the Port but that do not provide substantial security for owners of SLBs, to clarify and simplify the remaining provisions, to substitute modern, more flexible provisions, and to restate those amended ordinances as a single ordinance.

4.3 As the Port has done previously in the ordinances authorizing the Port’s Airport Revenue Bonds, Series Twenty, Series Twenty-One, Series Twenty-Two, Series Twenty-Three, Series Twenty-Four and Series Twenty-Five, in addition to the amendments provided in Sections 4.1 and 4.2, the Port may amend Ordinance No. 155 and Ordinance No. 323 without the consent of the Owners of the Series Twenty-Six Bonds for any of the purposes listed in this Section 4.3.

(a) To amend the definition of “SLB Debt Service Requirement” so that forpurposes of calculating compliance with the Port’s rate covenants, the amount of principal and/or interest on SLBs and/or the amount of Scheduled Swap Obligations paid or to be paid from moneys not then included in the definition of “Revenues” or “Net Revenues” shall be disregarded and not included in any calculation of “SLB Debt Service Requirement.”

(b) To amend Ordinance No. 323 to provide that for purposes of determiningcompliance with Section 10 of Ordinance No. 323, the amount of passenger facility charges, customer facility charges, state and federal grants or other payments and/or other moneys that are not then included in the definition of “Revenues” or “Net Revenues” but that are committed irrevocably to the payment of debt service on SLBs and to the payment of Scheduled Swap Obligations or that are held by the Trustee for the sole purpose of paying debt service on SLBs and paying Scheduled Swap Obligations may be disregarded and not included in the calculation of SLB Debt Service Requirement for the period in which such amounts are irrevocably committed or are held by the Trustee.

Ordinance No. 469-B

(c) To permit all or a portion of the Remaining Balance, as hereinafter defined,to be taken into account as “Revenues” when determining compliance by the Port with its rate covenants. For this purpose, “Remaining Balance” means for any fiscal year the amount of unencumbered funds on deposit or anticipated to be on deposit on the first day of such fiscal year in the General Account (after all deposits and payments required to be made by Section 7 of Ordinance 323 have been made) as of the last day of the immediately preceding fiscal year.

(d) To permit the application of proceeds received from the sale of SLBs or ofJunior Lien Obligations to make termination payments incurred in connection with terminating swap agreements or other derivative products.

Section 5. Formal Matters.

5.1 The power granted in Section 4 to amend Ordinance No. 155 and Ordinance No. 323 supplements and clarifies, and does not limit, the power of the Port to amend Ordinance No. 155 under its Section 20 and Ordinance No. 323 under its Section 12.

5.2 The Executive Director may determine that the providers of Credit Facilities for the Series Twenty-Six Bonds, if any, shall be treated as Owners of the Series Twenty-Six Bonds secured by those Credit Facilities for purposes of consenting to amendments to Ordinance No. 155, Ordinance No. 323 and the documents relating to the Series Twenty-Six Bonds.

5.3 Provisions of the documents that are executed pursuant to Section 3 shall have the same effect as if those provisions were included in this Ordinance.

5.4 The Port may restate Ordinance No. 323 and Ordinance No. 155 to include the amendments contained in this Ordinance and may combine Ordinance No. 155 and Ordinance No. 323 without the consent of any Owner or beneficial owner, Credit Facility provider or swap provider.

5.5 A concise summary of this Ordinance, including the location within the Port where a complete copy of this Ordinance may be obtained without charge, shall be published within five (5) days after passage in a newspaper of general circulation within the boundaries of the Port.

5.6 Capitalized terms that are used but not defined in this Ordinance shall have the meanings defined for such terms in Ordinance No. 155 or Ordinance No. 323.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Ordinance No. 469-B

PASSED AND ENACTED by the Board of Commissioners of The Port of Portland at a meeting held on February 12, 2020, and signed by its President.

THE PORT OF PORTLAND

Commission President

Approved as to Form for The Port of Portland:

Orrick, Herrington & Sutcliffe LLP Bond Counsel to The Port of Portland

4153-5295-1841

Agenda Item No. 5

PUBLIC IMPROVEMENT CONTRACT AMENDMENT – TERMINAL CORE REDEVELOPMENT PROJECT – PORTLAND INTERNATIONAL AIRPORT

February 12, 2020 Presented by: George Seaman Engineering Project Manager


This agenda item requests approval to amend the existing public improvement contract with Hoffman Skanska LLC (Hoffman Skanska) for the Terminal Core Redevelopment (TCORE) project at Portland International Airport (PDX) in the amount of $71,267,772. The increase included in this amendment covers construction development of the pre-fabrication logistics center and inclusion of the initial enabling work scope to prepare for new column installation.

BACKGROUND

In 2010, the Port of Portland (Port) began developing a comprehensive strategy to reconfigure the core terminal at PDX. Based on thorough, ongoing planning and analysis, the Port has developed the TCORE project, which is intended to ensure: 1) the most effective and efficient passenger processing possible; 2) the best possible passenger experience; 3) the maximization of concession revenues; and 4) a long-range plan that is sustainable, affordable and adaptable. As detailed in earlier Commission agenda items, TCORE project work includes the following:

• Expanding the terminal core area by constructing a seismically-resilient additionextending the existing building footprint approximately 180 feet to the west (the WesternExpansion)

• Relocating the security checkpoints into the newly-constructed addition.

• Constructing a seismically-resilient “clear span” roof structure from the curbside to thewestward edge of the existing ticket lobby, spanning the entire terminal building east towest and opening up the building functionally and architecturally.

• Removing the existing roof and mezzanine over the terminal building.

• Relocating and reconstructing the post-security concession nodes further to the west tobetter align passenger flow with the newly constructed addition.

• Extending Concourse B and demolishing Concourse A to improve passenger experienceand seismic resiliency of the ground-load facility at PDX.

• Remodeling the ticket lobby by removing existing ticket counters and reorienting them 90degrees into a flow-through design.

TCORE project contracts approved by the Port Commission to date include a September 2015 design services contract with ZGF (the Design Contract), a September 2015 pre-construction support services contract with Turner Construction Company, a May 2018 Construction

PUBLIC IMPROVEMENT CONTRACT AMENDMENT – TERMINAL CORE REDEVELOPMENT PROJECT – PORTLAND INTERNATIONAL AIRPORT February 12, 2020 Page 2

Manager/General Contractor (CM/GC) public improvement contract with Hoffman Skanska (the Construction Contract), and an April 2019 amendment to the personal services contract for commissioning services with Burns & McDonnell (the Commissioning Services Contract). The Commission has also approved various amendments to the Design Contract, the Construction Contract, and the Commissioning Services Contract.

In November 2017, the airlines serving PDX approved $950,000,000 in funding for Phase 1 of the TCORE project, which included the construction of the Western Expansion, the new roof over the terminal building and the extension of Concourse B. In August 2019, the airlines approved an additional $700,000,000 in funding for Phase 2 of the project to complete the renovation of the ticket lobby and the post-security concession nodes.

CONSTRUCTION CONTRACT AMENDMENTS; SCOPE OF WORK – NEW AMENDMENT

The Port Commission has approved the following amendments to the Construction Contract since its award:

• March 2019, in the amount of $38,336,191, to facilitate certain enabling work for theredevelopment of Concourse B, deliver the passenger boarding bridge replacementproject and secure design-related assistance from key subcontractors. That work isongoing.

• July 2019, in the amount of $8,092,413, to facilitate the delivery of the Terminal Re-Lamp project, extend pre-construction services during the design development phase ofthat project, and obtain additional design assistance and professional services during itspreconstruction phase.


• September 2019, in the amount of $91,081,657, for work associated with constructionactivities for the Concourse B extension, the pre-purchase of roof materials and otherearly-work activities for the TCORE project. This amount has been reduced by$16,166,501 from the previously-reported amount, to correct an inadvertent error in theSeptember 2019 Commission agenda item that overstated this amount by including thecost of already-approved Concourse B enabling work.

• December 2019, in the amount of $2,043,059, for work associated with procuring job sitetrailers, installing the trailers and remodeling Building 5420 to provide for constructionlogistical support.

• January 2020, in the amount of $2,912,668, for miscellaneous construction-related workscopes of work including the development of the Occupant Safety Plan required byOregon building codes.

The Port now wishes to amend the Construction Contract to include the following key scopes of work:

• Develop a pre-fabrication facility next to the Airport Rescue and Fire Fighting (ARFF)facility to be used for off-site roof development and breakdown of building demolitioncomponents.

• Develop a logistics center next to the ARFF for site material handling and delivery, aswell as craftworker security screening and transportation to the jobsite.

• Construction work scopes for enabling activities to prepare for installation of the newbuilding roof columns.

Compensation

Port staff have negotiated with Hoffman Skanska to increase the guaranteed maximum price (GMP) of the Construction Contract by $71,267,772 to facilitate the work contemplated by this amendment. This amount was developed in accordance with the contract’s established compensation mechanism, which generally includes reimbursing the cost of the work plus a 2.97% fixed fee, subject to the GMP. The 20% small business participation goal established for this contract will remain the same for the work covered by this amendment.

To date, the Construction Contract value is summarized as follows:

Total Contract Value

TCORE-Funded Portion of Contract

Original contract amount $5,637,076 $5,637,076 Amendments to date $127,299,807 $107,653,701 This amendment $71,267,772 $71,267,772 New total contract amount $204,204,655 $184,558,549


Port staff have determined that this amendment is permissible under applicable Port contracting rules and policies. The amendment is also consistent with the existing contract, which stipulates that the Port may amend the contract to accommodate additional phases of work, if performance to date is satisfactory. Commission approval is required to grant the necessary contracting authority based on the dollar amount of the amendment.

SCHEDULE

Preliminary planning November 2014 – December 2014 Consultant selection January 2015 – July 2015 Commission action (approve award of Design Contract and pre-construction support services contract)

August 2015

Conceptual plan selection phase September 2015 – February 2016 Commission action (approve contract amendments for conceptual design and pre-construction support services)

April 2016

Conceptual design development phase April 2016 – April 2017 Commission action (approve Design Contract amendment, exempt Construction Contract from competitive bidding)

December 2017

Contractor selection (Construction Contract) December 2017 – February 2018 Schematic design development phase January 2018 – December 2018 Commission actions (approve Design Contract, Commissioning Contract and Construction Contract amendments)

April 2018 – January 2020

Commission action (approve Construction Contract amendment)

February 2020

Detailed design development phase February 2019 – November 2021 Construction April 2019 – October 2024

BUDGET

CM/GC services (including construction) $1,128,000,000 Consultant design services $152,000,000 Procurements/equipment $77,000,000 Port staff/contracted services $63,000,000 Permits $19,000,000 Contingency $191,000,000 Total Project $1,630,000,000


The project contingency shown above represents the Port-controlled contingency at 12% of the current project costs. Under this type of project delivery model, risk is shared and transparent; therefore, contingency at the contracting phase is also shared. The CM/GC services cost shown above also includes contractor-controlled contingency of 5% of the current project costs. Total contingency, representing 17% of project cost, is considered reasonable given the stage of the TCORE project, the nature of the work and the risk profile for the project.

TCORE project funding and contract costs will be funded by the Airline Cost Center, which is composed primarily of revenues from the Port’s commercial airline service business lines.



BE IT RESOLVED, That approval is given to amend the existing public improvement contract with Hoffman Skanska LLC for the Terminal Core Redevelopment project at Portland International Airport, consistent with the terms presented to the Commission; and


Agenda Item No. 6

PUBLIC IMPROVEMENT CONTRACT – NORTH APRON REMAIN OVERNIGHT PARKING RECONSTRUCTION – PORTLAND INTERNATIONAL AIRPORT

February 12, 2020 Presented by: Daren Griffin Director, Airport Operations Chris Edwards Engineering Project Manager


This agenda item requests approval to award a public improvement contract to Weitman Excavation, Inc., for the North Apron Remain Overnight (RON) Parking Reconstruction project at Portland International Airport (PDX) in the amount of $10,142,018.

BACKGROUND

Remain-overnight parking (RON) for commercial aircraft has become essential to the operation of PDX. Aircraft RON parking needs have steadily increased with air service growth, yet the availability of ramp parking for aircraft has been reduced by the PDX Terminal Core Reconstruction (TCORE) project.

The project site previously served the operational needs of general aviation businesses, primarily Atlantic Aviation. In early 2017, Atlantic Aviation vacated buildings 7505 (Hangar A) and 7527 (Business Aviation Terminal or BAT), when it moved to its new facility. Hangar A, which is currently being utilized by another construction project, will be demolished before this project begins construction. The current BAT occupants will be relocated to another Port facility, and the BAT will also be demolished to create RON parking area.

At the completion of the project, this area will have a total of 16 RON parking spots (based on Group III-sized aircraft, such as a Boeing 737). This project will add 10 spots; the existing 6 are located immediately north of the new spots.

Other project elements include storm drainage improvements, lighting, closed circuit television (CCTV) cameras, fire hydrants and pavement markings. A new fence will also be placed around the project perimeter to bring the site entirely within the secured airfield area.

PUBLIC IMPROVEMENT CONTRACT – NORTH APRON REMAIN OVERNIGHT PARKING RECONSTRUCTION – PORTLAND INTERNATIONAL AIRPORT February 12, 2020 Page 2

CONTRACT SCOPE OF WORK

This project includes the following key scopes of work:

• Remove existing asphalt pavement

• Demolish existing building structure (BAT)

• Reconstruct area in Portland Cement concrete pavement

• Reconfigure utilities and electrical system

• Install high-mast LED lighting and CCTV

• Install security fence

• Replace storm drainage system

• Install underground fire hydrant system

• Install pavement markings

SCHEDULE

Preliminary design December 2018 – April 2019 Airport Airline Affairs Committee approval June 2019 Design April 2019 – December 2019 Commission approval (award public improvement contract)

February 12, 2020

Construction April 2020 – October 2020


CONTRACT SOLICITATION

Solicitation Results

The Port procured this public improvement contract utilizing a competitive sealed bidding solicitation under Oregon Revised Statutes, Chapter 279C. The solicitation was advertised on December 10, 2019 and bids were opened on January 9, 2020. Weitman Excavation, Inc. submitted the lowest responsive bid.

The bids were as follows: Weitman Excavation, Inc. $10,142,018.00 Kodiak Pacific Construction $10,558,558.00 Tapani, Inc. $10,834,562.95 Nutter Corporation $11,071,755.22 K&E Excavating, Inc. $11,259,886.00 Kerr Contractors Oregon $11,998,920.00 Goodfellow Bros., Inc. $14,365,415.00 Engineer’s Estimate $11,033,118.00

Small Business Participation

Based on an availability analysis, the Port’s small business enterprise (SBE) program participation goal for this contract was 9% of the total amount bid. The lowest responsive bid identified a 9.1% participation level. SBE includes firms certified by Oregon or Washington as minority, women, or service-disabled veteran-owned, or as an emerging small business.

RISKS

Risk: Federal Aviation Administration (FAA) issuance of National Environmental Policy Act approval could be delayed, impacting the construction schedule. Mitigation Strategies:

• Work closely with the FAA to achieve timelines.

• Coordinate with the contractor to determine what elements can be completed underapplicable constraints.


BUDGET

Public improvement contract (construction) $10,143,000 Personal services contract (design) $700,000 Port staff and contracted services $1,530,000 Building abatement $300,000 Contingency $1,901,000 Total budget $14,574,000

The contingency, representing 15% of the project cost, is considered reasonable given the risk profile for the project, complexity of the work site and the rigorous construction requirements within the airfield environment.

The project costs will be funded by the Airline Cost Center, which is composed primarily by revenues from the Port's commercial airline service business lines.



BE IT RESOLVED, That approval is given to award a public improvement contract for the North Apron Remain Overnight Parking Reconstruction project at Portland International Airport to Weitman Excavation, Inc., in accordance with its bid; and


Agenda Item No. 7

PUBLIC IMPROVEMENT CONTRACT – SE TAXIWAY T REHABILITATION – PORTLAND INTERNATIONAL AIRPORT

February 12, 2020 Presented by: Brant Foster Engineering Project Manager


This agenda item requests approval to award a public improvement contract to Tapani, Inc., for the SE Taxiway T Rehabilitation project at Portland International Airport (PDX) in the amount of $8,588,438.

BACKGROUND

The SE Taxiway T Rehabilitation project is composed of four main components: rehabilitating pavement on Taxiway T, widening shoulders on Taxiway B, installing concrete parking pads on the Concourse B ramp and upgrading the storm drainage system within the project footprint.

Taxiway T is the primary taxiway route to the South Runway from Concourse B, serving several gates and future ground loading facilities. A geotechnical investigation identified that the pavement needs a four-inch asphalt inlay to provide a 20-year structural design life.

In order to meet current Federal Aviation Administration (FAA) airport standards, portions of Taxiway B’s shoulders must be widened from 15 feet to 30 feet. The Port of Portland (Port) has FAA’s temporary approval to use Taxiway B with non-standard shoulders; that approval expires in 2021. If the shoulders are not widened by then, only smaller aircraft would be permitted to use the taxiway, thereby eliminating a critical runway access route for most commercial aircraft serving PDX.

As part of the Concourse B Redevelopment project, the commercial carrier gates will be shifting alignment. In order to accommodate the new loading bridge configuration on Gates B1-B4, the existing concrete ramp must be expanded. This project will construct Portland cement concrete (PCC) pavement pads at each of these gate locations. The project will also construct five new remain-overnight aircraft parking positions by installing PCC pavement pads on the east end of the Concourse B ramp.

The stormwater drainage system within the project footprint was installed in 1955 and has exceeded its expected life by 40 years. Replacing this system has been identified as a critical need by the PDX Stormwater management team to minimize the risk of flooding at this location. The existing 24- to 36-inch storm mainlines will be replaced.

PUBLIC IMPROVEMENT CONTRACT – SE TAXIWAY T REHABILITATION – PORTLAND INTERNATIONAL AIRPORT February 12, 2020 Page 2

CONTRACT SCOPE OF WORK

This project includes the following key scopes of work:

• Rehabilitate existing asphalt pavement

• Widen existing shoulders to meet current FAA requirements

• Construct concrete parking pads for new gate positions along Concourse B

• Replace existing storm drainage system

• Site grading

• Restore pavement markings

SCHEDULE

Preliminary design August 2018 – March 2019 Airport Airline Affairs Committee approval October 2019 – November 2019 Design April 2019 – December 2019 Commission approval (award public improvement contract)

February 12, 2020

Construction May 2020 – July 2021


CONTRACT SOLICITATION

Solicitation Results

The Port procured this public improvement contract utilizing a competitive sealed bidding solicitation under Oregon Revised Statutes, Chapter 279C. The solicitation was advertised on December 10, 2019 and bids were opened on January 16, 2020. Tapani, Inc., submitted the lowest responsive bid.

The bids were as follows:

Tapani, Inc. $8,588,438.00 Kerr Contractors $9,093,272.70 Nutter Corporation $9,596,902.22 K&E Excavation $10,177,155.30 Kodiak Pacific $10,558,558.00 Engineer’s Estimate $8,356,606.25

Small Business Participation

Because the Port received some federal funding for the project, the Port set a disadvantaged business enterprise (DBE) program participation goal for this contract. Based on an availability analysis, the DBE participation goal was 9.5 percent of the total amount bid. The lowest responsive bid identified a 9.57 percent participation level. DBE includes firms certified by Oregon or Washington as socially or economically disadvantaged in accordance with U.S. Department of Transportation regulations.

RISKS

Risk: Elements of the construction being done on Concourse B as part of the PDX Terminal Core Redevelopment project (TCORE) could extend into the site boundary of this project. Mitigation Strategies:

• Complete the Concourse B TCORE project elements before beginning certain phases ofthis project.

• Communicate and coordinate between the project teams to ensure timelines aremaintained and adjusted as necessary.


BUDGET

Public improvement contract (construction) $8,590,000 Electrical pre-purchase $32,000 Personal services contract (design) $701,000 Port staff and contracted services $1,943,000 Contingency $1,196,000 Total budget $12,462,000

The contingency, representing 10.5% of the project cost, is considered reasonable given the risk profile for the project and the complexity of the work site.

The project costs will be funded by a combination of funds from the Airline Cost Center, which is composed primarily of revenues from the Port's commercial airline service business lines, and FAA Airport Improvement Program (AIP) grant funds. Approximately 48% of the project costs will be funded by the Airline Cost Center and approximately 52% by the AIP grants.



BE IT RESOLVED, That approval is given to award a public improvement contract for the SE Taxiway T Rehabilitation project at Portland International Airport to Tapani, Inc., in accordance with its bid; and


AGENDA* Regular Commission Meeting Port of …...th Floor February 12, 2020 9:30 a.m. Minutes...

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