SECONDMENT INTERLOCAL AGREEMENT 
BETWEEN THE PORT OF SEATTLE AND THE ALLIANCE 
PARTIES AND PURPOSE 
This Interlocal Agreement (ILA) is between Port of Seattle ("Homeport"), a port district
organized under the laws of Washington state) and The Northwest Seaport Alliance, a port
development authority ("Alliance"). This ILA documents the agreed upon roles and
responsibilities of the Homeport and the Alliance with respect to Homeport employees providing
services to the Alliance in support of activities of mutual interest to the Homeport and the
Alliance (collectively "Parties") .
TERMS OF AGREEMENT 
1. Commitment of Funds 
Except as specified in this ILA, no Party has any financial obligation to the other Party with
respect to the secondment of the Homeport's staff to the Alliance.
2. Employment Relationship
The Parties agree that the staff members of Homeport identified on the attached Exhibit A 
("Seconded Employees" or if referring to individual members, "Seconded Employee") are
seconded to the Alliance and shall remain at all times and in all respects employees of the
Homeport and shall under no circumstances be considered employees of the Alliance.
3. Direct Employment Costs of Seconded Staff 
A. Administration of Payroll and Benefits. The Homeport shall be solely responsible for all
facets of payroll and benefits administration with respect to Seconded Employees,
including the payment of any and all contributions, premiums, or fees, as the case may
be, for federal, state, and local taxes (including withholding and sales taxes),
unemployment insurance, workers' compensation, disability insurance, Social Security,
or any other legally required benefits for Seconded Employees.

B. Workplace Injury. Any workplace or work-related injuries sustained by Seconded
Employees while working on Alliance business shall be subject to the Homeport's
workers' compensation insurance. The Alliance shall immediately advise the Homeport
of any such workplace or work-related accidents or injuries and provide all information
required by the Homeport to prepare necessary safety and workplace injury reports. If a
Seconded Employee suffers a workplace or work-related injury while providing Services
to the Alliance, the Alliance shall reimburse the Homeport for all expenses incurred as a
result of such injury, subject to any workers' compensation or other benefits provided by
Homeport.


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4. Financial Support 
A. From August 4, 2015 through December 31, 2015 ("Initial Period"), the Homeport will
be responsible for all costs of the Seconded Employees.
B. Beginning January 1, 2016, the Alliance will be charged with and responsible for costs of
the Seconded Employees. Costs associated with Seconded Employees will be charged to
the Alliance by various methods including direct charges, inclusion in support service
allocation charges or charges to a project that may be expensed or capitalized in the
Alliance. 
5. Information Technology & Confidentiality. 
The Seconded Employees will have access to Alliance owned and created Information
Technology, which access and content shall remain secure. Any proprietary or business sensitive
information will be shared only with properly authorized employees. Notwithstanding anything
contained herein to the contrary, the obligations of the Seconded Employees and the Alliance
pursuant to this Section 5 shall survive the expiration or termination of this ILA. 
6. General Terms and Conditions of Employment
Seconded Employees shall continue to be employees of the Homeport and subject to all Homeport 
employment policies applicable to such Seconded Employee. The general terms and conditions of
employment for a Homeport employee seconded to the Alliance shall be guided by the Policies
and Procedures of the Homeport, and the seconded employee's individual employment contract,
if any. Seconded Employees will be provided a copy and will acknowledge receipt of this ILA.
7. Secondment Scope of Work
The Homeport and the Alliance will consult initially regularly, and not less than monthly for the
duration of this ILA, to define, refine and document in writing the scope of work for which the
seconded employee is responsible, and the time frame within which the work is expected to be
completed. The scope of work will be included in the employee's job description or provided in
addition to it. In the event that the Parties cannot mutually agree on the scope of work a seconded
employee will be expected to perform, following reasonable efforts to come to agreement, The
Homeport may at its sole discretion provide written notice to the Alliance that the secondment
arrangement for that specific employee is null and void.
8. Delegated Authority. 
The Seconded Employee shall have the authority to act on behalf of the Homeport and/ or the
Alliance consistent with the respective Homeport and Alliance Master Policy Delegation of
Authority for the position of that Seconded Employee. 
9. Supervision 
The Homeport will designate the supervisor for the Homeport staff member to be seconded to
the Alliance. The supervisor is responsible for conducting performance reviews in consultation
with the Alliance Lead, and if necessary, administering discipline.
The Alliance will designate a specific Alliance employee ("Alliance Lead") to oversee and direct
day-today work of the Seconded Employee(s), to serve as the primary point of contact for

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communication with the Homeport's designated supervisor, and ensure necessary administrative
support, such as receptionist services, meeting rooms, and building access, is provided to each
Seconded Employee. The Alliance Lead is responsible for assigning work, approving leave use,
approving work-related travel and training for the Seconded Employee(s).
The Homeport Supervisor will consult with the Alliance Lead as part of the performance
evaluation process.
10. Participation in Homeport Meetings and Events 
From time-to-time it will be necessary or desirable for a Seconded Employee to participate in
meetings and other work-related events at or sponsored by the Homeport. Except in the event of
an emergency, the Homeport will provide the Alliance Lead with at least 24 hours notice of such
meetings so that the Alliance can arrange to accommodate the seconded employee's absence. 
11. Exemption Certificate and Entry Visas
The Alliance is responsible for obtaining exemption certificates for any expatriate Seconded
Employees, if any. The Homeport will be responsible for obtaining entry visas for any expatriate
Seconded Employees, if any.
12. Travel
The Alliance will notify the Homeport of any travel to be undertaken by the Seconded Employee
in accomplishing the scope of work. The Alliance will pay for all business travel that is required
for the seconded employee to perform the assigned scope of work. International travel will be
governed by the terms and conditions detailed in the Homeport's travel policies and procedures.
13. Work Product.
Parties agree that the work product of any seconded Homeport employees is property of the
Alliance. Upon the publication of any non-proprietary/business-sensitive work product that may
emerge from work accomplished under this ILA, the Parties will cooperate in ensuring an
equitable approach to authorship credit. Both Parties agree to include proper acknowledgement
of the funding agency in any resulting publications.
14. Waiver of Conflict.
The Parties expressly grant, as to all Homeport seconded employees, a waiver of the conflict of
interest provisions and a release of fiduciary obligations that may apply to such Seconded
Employee's official capacity as both an employee of the Homeport and as seconded to the
Alliance. The need for a waiver is discussed below. 
Conflict of interest principles and or Homeport Ethics policies require that a Homeport employee 
refrain from participating personally and substantially in an official capacity in any particular
matter that will have a direct, predictable or potential adverse effect on the interests of Homeport
where the employee serves as an employee. 
Waivers of conflicts of interest and a release of fiduciary obligations is appropriate and may be
granted where the disclosed, perceived or potential conflict is not so substantial as to be deemed
likely to affect the integrity of the services which the Homeport may expect from the employee. 

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In the course of the Homeport Seconded Employees' assigned duties as seconded to the
Alliance, the following types of particular matters potentially could come before the seconded
employee for participation: (1) particular matters of general applicability, such as legislation,
regulations, or policy, that may affect the interest of Homeport; (2) particular matters involving
specific parties (specific party matters), such as grants, contracts, application approvals,
litigation, investigations, or enforcement actions, that specifically involve Homeport or
otherwise affect its interests; or (3) other miscellaneous matters involving the conduct of the 
Homeport 's affairs and support.
Accordingly, this waiver will apply fully to the Seconded Employee's participation as a
Seconded Employee to the Alliance in an official capacity in any particular matter that will
directly and predictably affect the interest of Homeport.
The Parties expressly grant this waiver as justified for the following reasons: 
First, because the Seconded Employees will serve the Alliance as an assigned official duty
activity, there is a greatly diminished risk that the integrity of the services that the Homeport
expects would be affected. The Seconded Employee's position in the Alliance is fully known to
Homeport. Moreover, Homeport already has determined that, to a significant degree, the
statutorily defined interests of the Homeport and the Alliance are consonant; the Homeport
expects that the interests of the Homeport and the Alliance both can be furthered through the
performance of the Seconded Employee's official duties. 
Second, most if not all of the particular matters in which the Seconded Employees would
participate would not have a significant adverse effect on the interests of the Homeport , as the
Commission of the Homeport has previously publically acknowledged that the continued
competitiveness of the Puget Sound gateway would be enhanced by leveraging the strengths of
the ports of Tacoma and Seattle to reach shared goals for the region and the State in ways that
either port acting alone could not achieve; and because State law allows the Ports to exercise any
of their powers jointly by mutual agreement; and the Ports of Tacoma and Seattle have expressed
their desire to come together to form, establish, and support a joint seaport alliance, to carry out
the unified management and operation of the marine cargo operations and functions of each port.
These Homeport employees are seconded to the Alliance to expressly support and carry out that
regional, lawful and Commission approved mission.
15. Modification
This ILA may only be amended by a written, signed agreement between duly authorized officials
of both Parties, provided however, that the Alliance CEO is delegated the authority to, and no
Commission action is required, to add, delete, or modify the list of Seconded Employee staff
members of Homeport identified on the attached Exhibit A. 
16. Dispute Resolution
The Parties agree that it is in their mutual interest to avoid any litigation over potential disputes
regarding the application or interpretation of this ILA. The parties therefore agree that neither
Party may bring to a court of law for resolution any dispute or disagreement that may arise out of

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this ILA, and that all such disputes must be resolved between the Parties themselves or through
such measures that they mutually agree to enter into to facilitate dispute resolution. 
The Parties agree that if either of them, contrary to the terms of this article, attempts to bring to a
court of law a dispute arising out of this ILA, the Party bringing the dispute to court shall be
liable for all legal costs incurred by the Party against whom the court action is brought.
In the event that the Alliance has a concern about the job performance or behavior of a Seconded
Employee, the Alliance lead will present the concern to the Homeport supervisor and the
Homeport supervisor and the Alliance lead will work constructively with one another to attempt
to resolve the concern.
Resolution options may include but are not limited to joint meetings with the Seconded
Employee to discuss concerns and develop a problem resolution action plan, training or
retraining of the Seconded Employee, adjustment of job expectations, job assignments or
procedures by the Alliance, initiation of corrective action or disciplinary measures, or removal of
the Seconded Employee from the Alliance assignment. 
In the event that the Homeport Supervisor and the Alliance Lead cannot resolve the issue after
reasonable attempts have been made to do so, either party may put its concerns and
recommended solution in writing to be addressed by more senior management within their
respective organizations. 
17. Force Majeure 
Any delays in or failure of either Party shall not constitute default or give any claim for damages
if and to the extent caused by or resulting from acts of God, earthquake, fire, explosion, flood,
the elements, strikes, lockouts, boycotts, picketing, labor disturbances or differences with
workmen, acts of the public enemy, war, rebellion, riots, acts of the governments or any cause
whatsoever beyond the control of the Party in default, but performance may be resumed with all
dispatch as soon as the cause preventing performance has been removed.

18. Effective Date, Duration, and Extension
A. Term. Except as otherwise provided in this Section 18 or as otherwise agreed in writing by
the parties, this ILA shall commence on August 4, 2015 and shall be terminable pursuant to
Section 18.B. herein.
B. Termination. Neither the Homeport nor the Alliance may terminate this ILA on or prior to the
first anniversary of this ILA, except with the express written consent of both Parties. After the
first anniversary of this ILA, either the Homeport or the Alliance may terminate this IA at any
time upon 90 days' prior written notice. For the avoidance of doubt, this Section 18.B does not
apply to nor guarantee the length of any secondment term for any particular Seconded Employee. 
C. Effect of Termination. Other than as required by law, upon termination of this ILA pursuant
to this Section 18, the Homeport will have no further obligation to provide the services of any
Seconded Employee and the Alliance will have no obligation to pay any Service Cost related to
such services as set forth in the applicable service agreement  between the Homeport and
Alliance; provided, however, that notwithstanding such termination, the Alliance shall remain

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liable to Homeport for the costs owed and payable in respect of services provided before the
effective date of the termination. 
19. Property.
No ownership of property will transfer as a result of this ILA.
20. Legal Relations
A. The Parties do not by this ILA create any separate or additional organization, legal or
administrative entity. It is understood and agreed that this ILA is solely for the benefit of
the Parties hereto and gives no right to any other Party, including the seconded
employees.  No employees or agents of any Party shall be deemed, or represent
themselves to be, employees of any of the other Parties. 
B. This ILA does not relieve either Party of any obligation or responsibility imposed upon it
by law. 
C. The provisions of this Article shall survive any termination or expiration of this ILA.
21. Liability & Indemnity
A. Acts of Employees. All duties to be performed by a Seconded Employee in the course of
such employee's secondment to the Alliance will be for and on behalf of the Alliance, in
the name of the Alliance, and for the Alliance's sole account and no action or inaction by
any Seconded Employee in the course of such employee's secondment to the Alliance
will be binding on the Homeport. In taking any action pursuant to such employee's
secondment with the Alliance, a Seconded Employee will be acting on behalf of the
Alliance and not for the Homeport, and nothing herein will require the Homeport to bear
any liability for any claim arising out of or in connection with the acts or omissions of
such Seconded Employee. All debts and liabilities to third parties incurred by a Seconded
Employee in the course of such employee's secondment to the Alliance will be the
responsibility of the Alliance and not the Homeport.
B. Indemnification. Each Party to this ILA shall indemnify, defend and hold harmless the
other Party for the negligent actions or omissions of that Party's employees,
representatives, officers, agents or any subcontractor or its employees, from and against
all claims arising out of or resulting from the performance of this Agreement. "Claim" as
used in this ILA means any financial loss, claim, suit, action, damage or expense,
including but not limited to attorney's fees attributable for bodily injury, sickness, disease
or death, or injury to or destruction of tangible property including loss of use resulting
there from. Each Party's obligation to indemnify, defend and hold harmless the other
Party includes any claim by that Party's agents, officers, representatives, or any
subcontractor or its employees.

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C. Survival. The provisions of this Section 20 shall survive any termination or expiration of
this ILA. 

22. Severability 
If any term or provision of this ILA, or its application to any person or circumstance is ruled
unconstitutional, invalid or unenforceable, the remainder of this ILA will not be affected and will
continue in full force and effect.
23. Notices 
Any notice, demand, request, consent, approval or communication that either Party desires or is
required to give to the other Party shall be in writing addressed to the other Party at the addresses
as follows:
Alliance:              Attn:  Erin Galeno 
Chief Financial and Administrative Officer 
PO Box 2985, Tacoma, WA 98401-2985 
Port of Seattle:           Attn:  Senior Director, Human Resources 
P.O. Box 1209
Seattle, WA 98111
24. Records Retention and Audit. 
For a period not less than six years from the date of signature, the records and accounts
pertaining to this ILA and accounting thereof by each Party are to be kept available for
inspection and audit by the other Party. If any litigation, claim, or audit is commenced, the
records and accounts along with supporting documentation shall be retained until all litigation,
claims, or audit finding has been resolved, even though such litigation, claim, or audit continues
past the typical six year retention period. This provision is not intended to alter or amend records
retention requirements established by applicable state and federal laws. 
254. Integration and Amendment 
This ILA 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. 
26. Copies Filed With County Auditor or Posted On Parties' Web Site.
Copies of this ILA shall either be filed with the Pierce County and King County Auditor's Office
after execution or posted on each Parties' website listed by subject or other electronically
retrievable public source, as allowed by RCW 39.34.040, and shall be filed with the respective
Parties' authorities. 

[SIGNATURE PAGE FOLLOWS] 

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Dated this 4th day of August 2015, The Managing Members For The Northwest Seaport
Alliance: 
Port of Seattle                       Port of Tacoma 
__________________________________   __________________________________
Commissioner Co-Chair              Commission Chair 
Stephanie Bowman                 Donald C. Johnson
__________________________________   __________________________________
Commissioner Co-Chair              Commissioner Connie Bacon
Courtney Gregoire
__________________________________
__________________________________   Commissioner Dick Marzano
Commissioner John Creighton 
__________________________________
__________________________________   Commissioner Don Meyer
Commissioner Tom Albro 
__________________________________
__________________________________   Commissioner Clare Petrich 
Commissioner Bill Bryant 

Dated this 4th day of August 2015, The Port of Seattle Commission: 

__________________________________
Commissioner Co-Chair 
Stephanie Bowman 
__________________________________
Commissioner Co-Chair 
Courtney Gregoire
__________________________________
Commissioner John Creighton 
__________________________________
Commissioner Tom Albro 
__________________________________
Commissioner Bill Bryant 

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EXHIBIT A 
List of Port of Seattle Employees Seconded to the Alliance 

1.  Beckett, Kurt 
2.  Bookout, Bari 
3.  Balaski, Steve 
4.  Pattison, Scott 
5.  Campagnaro, Mike 
6.  Amble, David 
7.  Peterson, Josh 
8.  Donnelly, Devlin 
9.  Brown, LaTonja 
10. Queen, Steve 
11. Levine, Heidi 
12. Ferrel, Rebecca 
13. Hanson, Eric 
14. Wolf, Christine 
15. Gedlund, Janice 
16. Watson, Ellen 
17. Guthrie, Marilyn 
18. Burke, Mike 









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