Port of Seattle & The Northwest Seaport Alliance 
License for Management of Property 
The parties to this license ("License") are the Port of Seattle, a Washington public port district
("Homeport") and The Northwest Seaport Alliance, a Washington port development authority
("Alliance "), collectively ("Parties").
The Homeport is the owner of certain properties and improvements identified on Exhibit 1 
("Licensed Properties"). The Alliance was created by the Homeport and the Port of Tacoma, on
August 4, 2015. The Homeport and the Port of Seattle are the managing members of the
Alliance ("Managing Members"). The Parties intend for the Alliance to manage the Licensed
Properties on behalf of the Homeport in the manner described below.
1.  Alliance as Agent. The Parties agree that the Alliance is designated as the manager and
agent for the Homeport and will carry out all the duties and obligations in connection
with the use management and operation of the Licensed Properties (to the extent legally
permitted) that would be carried out by the Homeport in the absence of this License.
2.  Alliance Bound to Charter Terms. The Alliance will comply with the terms of the
Alliance Charter executed by the Managing Members, dated August 4, 2015 ("Alliance
Charter"). 
3.  Term & Amendment. The term of this License is co-terminus with the Alliance Charter.
The Managing Members may amend Exhibit 1 Licensed Properties at any time to add or
delete properties. Such amendment will be effective on the date and in the manner
designated by the Managing Members following approval of the amendment pursuant to
the Alliance Charter.
4.  Homeport Assistance. The Homeport will provide any assistance requested by the
Alliance in managing the Licensed Properties, subject to the provisions of and limitations
in the Alliance Charter.
5.  Licensed Activities. The Homeport agrees to license to the Alliance the authority to
carry out the following activities for the Licensed Properties:
a.  Leasing and Other Agreements. The Alliance will negotiate all leases and other use
agreements ("Other Agreements"), including easements, use licenses, covenants, and

item 5. 150729.pos. license for management of port property..docx                      - 1 -

such permits as may be required. Final execution of leases and Other Agreements will
be carried out in the manner prescribed by the Managing Members.

b.  Lease and Other Agreement Management. For leases existing as of the Alliance
commencement date of August 4,2015 and for future leases and other use agreements
(collectively, "Use Agreements") connected to the Licensed Properties, the Alliance 
will carry out all of the Homeport's duties as landlord and owner and fulfill all of the
Homeport's landlord and owner obligations as required under the Use Agreements.
The Alliance's duties and obligations will include, but not be limited to: 
i.      Manage all utility services; 
ii.      Design and execute marketing strategies to build business volumes;
iii.     Enforce all Use Agreement terms imposed upon the tenants or users, including
those relating to indemnity, environmental, and insurance obligations;
iv.    Support the Homeport in defending against any claims made and actions
related to terms imposed upon the Homeport brought by the tenants or users,
including those relating to Homeport indemnity, environmental, and insurance
obligations;
v.     Comply with all requirements of the Alliance Charter and any other directions
from the Alliance ;
vi.    Communicate with the Use Agreement parties and transmit copies of all
communications between those parties and the Alliance to the Homeport; and
vii.    Submit timely bills and notices to the Use Agreement parties. 
c.  Comply with the terms of the Homeport's Port Management Agreement with the
Washington State Department of Natural Resources, to the extent applicable; and
d.  Comply with all state and federal tax obligations. 
6.  Other Agreements. For all other agreements connected to the management of the
Licensed Properties, the Alliance will be responsible for complying with all conditions
and requirements that would otherwise be the responsibility of the Homeport. The
Homeport agrees to provide the necessary access (including software licensing) to any
proprietary software licensed to the Homeport that the Alliance will need to manage the

item 5. 150729.pos. license for management of port property..docx                      - 2 -

Licensed Properties. The Homeport will provide access to the Alliance to all records
associated with the Licensed Properties in its control. In the event other actions,
information, or assurances are needed or appropriate to carry out the License provisions,
the Alliance and the Homeport will each: 

a.  provide such further information, approvals, or assurances; 
b.  execute and deliver such additional documents, instruments and conveyances; and
c.  take any other actions that may be necessary or appropriate.
7.  Insurance and Indemnification.
a.  The Alliance will provide property insurance for the Licensed Properties it deems
appropriate and in accordance with the Alliance PDA Charter, or the Homeports
shall name the Alliance as a Loss Payee as its interests may appear for property
insurance purchased by the Homeports for properties licensed to the Alliance, and
in that case, the Alliance will reimburse the Homeport for its purchase of such
property insurance.

b.  The Homeport shall indemnify, defend, and hold harmless the Alliance, its
officials, officers, agents, and employees from any and all claims, damages,
lawsuits, liabilities, losses, liens, expenses and costs arising from its actions on
behalf of the Homeport as provided in this Agreement.

c.  For all Homeport liability insurance policies, the Homeport shall instruct its
respective insurance companies to name The Northwest Seaport Alliance as
ADDITIONAL INSURED and provide a Waiver of Subrogation to extent
allowed under applicable policy terms.

d.  It is further specifically and expressly understood that in providing this
indemnification, the Homeport does not waive immunity under Industrial
Insurance, Title 51 RCW, EXCEPT, solely for the purposes of this
indemnification, the Homeport shall waive such immunity to the extent, and only
to the extent, that the Homeport is afforded insurance coverage under an
applicable policy for defense and indemnity for such claims by the Northwest

item 5. 150729.pos. license for management of port property..docx                      - 3 -

Seaport Alliance originating from injuries sustained to employees of the
Homeport. THE HOMEPORT RECOGNIZES THAT THIS WAIVER WAS
THE SUBJECT OF MUTUAL NEGOTIATION. 

e.  The indemnification shall extend to and include attorney's fees and the cost of
establishing the right of indemnification hereunder in favor of the Alliance. This
indemnification shall survive the termination of this Agreement. 

f.   Without affecting any other rights or remedies, Homeport (for itself and on behalf
of anyone claiming through or under it by way of subrogation or otherwise)
hereby waives any rights it may have against the Alliance, its officers, agents and
employees (whether in license or in tort) on account of any loss or damage
occasioned to Homeport arising out of or incident to the perils required to be
insured against within the License.  Accordingly, Homeport shall cause each
insurance policy required by the Alliance to further contain a waiver of
subrogation clause. The effect of such release and waiver of the right to recover
damages shall not be limited by the amount of insurance carried or required or by
any deductibles applicable thereto.

g.  The Alliance will purchase general liability and other casualty and professional
liability insurance which will be primary to those policies purchased by the
Homeport and others under which the Alliance is named Additional Insured.

8.  Financial Matters.
a.  From August 4, 2015 through December 31, 2015 ("Initial Period"), the
Homeport will be responsible for expenses related to the Alliance's management
of the Licensed Properties. Beginning January 1, 2016, the Alliance will be
responsible for expenses for the Licensed Properties in accordance with the
Alliance Charter.
b.  During the Initial Period, all revenues from the Licensed Properties will be paid to
the Homeport. Beginning January 1, 2016, the Alliance will retain all Licensed

item 5. 150729.pos. license for management of port property..docx                      - 4 -

Property revenues and remit funds to the Homeport in accordance with the
Alliance Charter.
9.  General Provisions.
a.  Dispute Resolution. Any disputes arising under this License will be handled in
accordance with the terms of the Alliance Charter or in the manner agreed upon by
the Managing Members. 
b.  Non-Assignability. This License is not assignable by either party unless agreed upon
by the Alliance and each of the Managing Members.
c.  Notices. Notices will be in writing and sent by personal delivery, mail, or email to
the following addresses:
Port of Seattle:
Jeff Hollingsworth 
Senior Manager, Risk Management
Port of Seattle 
P.O. Box 1209, Seattle, WA 98111
Alliance: 
Kurt Beckett
Chief Operations Officer 
The Northwest Seaport Alliance
PO Box 2985, Tacoma, WA 98401-2985 
d.  Conflict between documents. If any conflict arises between the provisions of this
License and the Alliance Charter, the Alliance Charter provisions prevail.
e.  Property Ownership. No ownership of property will transfer as a result of this
Agreement. 
f.  Integration and Amendment. This Agreement constitutes the complete and final
agreement of the Parties, replaces and supersedes all oral and/or written proposals and
agreements heretofore made by the Parties on the subject matter, and may be
modified only by a writing signed by the Parties hereto.
g.  Copies Posted On Parties' Web Site. Copies of this Agreement shall be posted on
each Party's website listed by subject or other electronically retrievable public source. 


item 5. 150729.pos. license for management of port property..docx                      - 5 -

Authorized for signature by the Alliance and Port of Seattle CEO by public vote of the
Alliance Managing Members and the Port of Seattle Commission on August 4, 2015.

Dated this _4th_ day of August, 2015.
PORT OF SEATTLE           THE NORTHWEST SEAPORT ALLIANCE 

By: ___________________ By: _________________________
Ted Fick                       John Wolfe 
Its: CEO                      Its: CEO 














item 5. 150729.pos. license for management of port property..docx                      - 6 -

Exhibit 1 - Licensed Port of Seattle Properties & MAP 

Port of Seattle Description of Licensed
Acreage     Owner 
Property 
1.   Terminal 5                                   194     Port of Seattle 
2.   Terminal 18                                  208     Port of Seattle 
3.   Terminal 30/25                                95     Port of Seattle 
4.   Terminal 25 South                              9      Port of Seattle 
5.   Terminal 46                                   89     Port of Seattle 
6.   Pier 16/17                                     3      Port of Seattle 
7.   Terminal 10                                   15     Port of Seattle 
8.   Terminal 103                                  8      Port of Seattle 
9.   Terminal 104                                  16     Port of Seattle 
10.  Terminal 106 Industrial                       10     Port of Seattle 
11.  Terminal 107                               5     Port of Seattle 
12   Terminal 108                           11    Port of Seattle 
13.  Terminal 115                              97     Port of Seattle 
Total Acres                            760 

See MAP attached. 









item 5. 150729.pos. license for management of port property..docx                      - 7 -

PORT OF SEATTLE
Approximate Seaport Alliance Asset Acreage 
Name           Acreage
Terminal 5                 194
Terminal 18                208
Terminal 30/25              95
Terminal 25 South             9
TERMINAL 46
Terminal 46                89
Pier 16/17                   3                    Elliott Bay
Terminal 10                15
Terminal 103                8
Terminal 104               16
Terminal 106 Industrial          10
Terminal 107                5
Terminal 108               11
Terminal 115                97
PIERS 16 & 17
TOTAL              758



TERMINAL 30
Pier 2

TERMINAL 10
TERMINAL 5
CEM            West Waterway                  East Waterway        TERMINAL 25

TERMINAL 18

Marine
Maintenance
TERMINAL 25 SOUTH

TERMINAL 103
TERMINAL 104
Duwamish Waterway                                           TERMINAL 106
TERMINAL 108
TERMINAL 107       Duwamish Waterway




TERMINAL 115
TERMINAL 115                               I   Map Date: 7/29/2015

0   0.1  0.2   0.3   0.4   0.5             Seaport Alliance Properties        Water
Miles                          Non-Alliance Port Properties         Intermodal Rail Yards
DISCLAIMER: The information included on this map has been compiled
by Port of Seattle staff from a variety of sources and is subject to change
without notice. These data are intended for informational purposes and
Data Credits:
should not be considered authoritative for engineering, navigational, legal
and other site-specific uses. The Port of Seattle  makes no                           Street data from King County | Building data from City of Seattle | All other data from Port of Seattle
representations or warranties, express or implied, as to accuracy,
completeness, timeliness, or rights to the use of such information .                               Author: Devlin Donnelly