Port of Tacoma & The Northwest Seaport Alliance 
License for Management of Property 
The parties to this license ("License") are the Port of Tacoma, 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 Seattle, 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

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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

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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

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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

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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 Tacoma: 
Louis W. Paulsen 
Director, Strategic Operations Projects and Risk Management 
Port of Tacoma 
1 Sitcum Plaza, Tacoma, WA 98421
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. 


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Authorized for signature by the Alliance and Port of Tacoma CEO by public vote of the
Alliance Managing Members and the Port of Tacoma Commission on August 4, 2015.
Dated this _4th_ day of August, 2015.
PORT OF TACOMA          THE NORTHWEST SEAPORT ALLIANCE 

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














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Exhibit 1 - Licensed Port of Tacoma Properties & MAP 

Port of Tacoma Description of Licensed
Acreage     Owner 
Property 
1.   Husky Terminal, 2 berth terminal using the         93     Port of Tacoma 
North Intermodal Yard, 1101 Port of Tacoma
Road 
2.   Olympic Container Terminal, 1 berth terminal,      54     Port of Tacoma 
using the North Intermodal Yard, 710 Port of
Tacoma Road 
3.   Pierce County Terminal, 2 berth terminal, using     176    Port of Tacoma 
the attached Pierce County Intermodal Yard,
4015 SR 509 North Frontage Road 
4.   Washington United Terminal, 2 berth terminal,      155    Port of Tacoma 
using the WUT on dock intermodal yard, 1815
Port of Tacoma Road 
5.   West Sitcum Terminal (APM), 2 berth terminal     135    Port of Tacoma 
using the South Intermodal Yard, 1675 Lincoln
Ave Bldg. 950 
6.   Tote Terminal, 3 RO/RO Ramps, with no on-              Port of Tacoma 
52
dock rail, 500 Alexander Road 
7.   Terminal 7, 2 berth terminal, using the North              Port of Tacoma 
21
Intermodal Yard, 610 Port of Tacoma Road 
8.   Blair Terminal, one berth terminal, 3003                  Port of Tacoma 
8
Marshall Ave 
9.   TPT Log Dock (Weyco), one berth terminal,               Port of Tacoma 
20
3401 Taylor Way 
10.  Auto Warehouse Facility, terminal using berths           Port of Tacoma 
165
at 7A.B and Blair Terminal, 2810 Marshall, #B 
11.  Formark (Pony), no berth, 3701 Taylor Way        14    Port of Tacoma 
12.  Wallenius Wilhelmsen Logistics (WWL)          14    Port of Tacoma 
Queuing, facility using EB1 dockone berth,
2340 Alexander Ave
13.  Union Pacific, parking using the South           31    Port of Tacoma 
Intermodal Yard, 1110 Milwaukee Way 
14.  General Central Peninsula (GCP)-Maintenance     12    Port of Tacoma 
facility on the GCP, 100 Port Center Road 
15.  North Intermodal Yard, an on-dock rail facility     26    Port of Tacoma 
supporting the Husky and the Olympic Terminal 
16.  South Intermodal Yard, a near-dock rail facility     17    Port of Tacoma 
supporting UP domestic rail business 
Total Acres                            993 
See MAP attached. 

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PORT OF TACOMA
Seaport Alliance Assets

Buildings
TPT LOG DOCK                                       Seaport Alliance Properties
(WEYCO)
Water
Non-Alliance Port Properties
Hylebos Waterway
FORMARK (PONY)
:
0   0.1  0.2  0.3  0.4  0.5
Miles
Commencement                                                                                      Data Credits:
Bay                                                                 (PCT)                          Building data from Pierce County.
All other data from Port of Tacoma.
TOTE TERMINAL
Author: Jen Radcliff
Blair Waterway    BLAIR TERMINAL                                     Map Date: 5/4/2015
DISCLAIMER: The information included on this map has been compiled
by Port of Tacoma staff from a variety of sources and is subject to change
without notice. These data are intended for informational purposes and
should not be considered authoritative for engineering, navigational, legal
WWL/          and other site-specific uses. The Port of Tacoma makes no
HUSKY TERMINAL              WASHINGTON UNITED TERMINAL                                         representations or warranties, express or implied, as to accuracy,
completeness, timeliness, or rights to the use of such information .
PIERCE COUNTY         PCT QUEUING
N. INTERMODAL YARD                                                            TERMINAL

(WUT)
OLYMPIC CONTAINER TERMINAL         TERMINAL 7                 AUTO FACILITY
Sitcum Waterway
WEST SITCUM TERMINAL                                                                            Name       Acreage
U.P.                                                                                  Husky Terminal             93
Olympic Container Terminal    54
Path: C:\Users\jradcliff\Documents\GIS_Working\PortofTacomaAllianceAreasFinal.mxd                                                        Puyallup River                                                                                                                                                       Pierce County Terminal           176
S. INTERMODAL YARD
Washington United Terminal   155
West Sitcum Terminal (APM)   135
Tote Terminal             52
South Intermodal Yard        17
North Intermodal Yard        26
Terminal 7               21
Blair Terminal  Pioneer             8
Way
TPT Log Dock (Weyco)       Property           20
Auto Warehouse Facility      165
Formark (Pony)            14
WWL/Queuing          14
U.P.                    31
GCP - Maintenance          12
Total                    993