Resolution 2015-03_ 

A Resolution of the Port of Tacoma Commission, Tacoma, Washington and 
by and between the Port of Tacoma and the Port of Seattle establishing a
Port Development Authority (PDA) pursuant to RCW 53.08 xxx, and
approving the PDA Charter. 
WHEREAS, the Port of Seattle (POS) and Port of Tacoma (POT), ("Ports"), are public port
districts, organized under provisions of the laws of the State of Washington, and codified
under Title 53 RCW and 
WHEREAS, the Ports pursuant to Federal law 46 USC Section 40301(b)(1-2), have filed a
Discussion Agreement with the Federal Maritime Commission (FMC) for permission to
jointly operate certain marine cargo facilities through an Alliance entity, and 
WHEREAS, the Discussion Agreement became effective on (date); and 
WHEREAS, the Ports seek to form the Alliance entity pursuant to the following federal and
state authorities: (1) the FMC Discussion Agreement and with FMC oversight, (2) an
interlocal agreement with delegated powers exercised pursuant to the port joint powers
statute (RCW 53.08.240) which expressly permits joint operation and investment outside
of a port's district, (3) RCW 39.34.030, the state Interlocal Cooperation Act, and (4)
pursuant to Title 53.XX RCW, which authorizes the Ports to create a Port Development
Authority (PDA) to operate certain marine facilities jointly under as the Alliance and 
WHEREAS, the operations, management and business of the Alliance shall be managed by
the port districts as members of the PDA. Each port district member shall act in such
capacity through its own elected commissioners as Managing Members, and 
WHEREAS, the Ports expect that the Alliance will operate pursuant to the following structures
and authority: 
1.    Effective August 1, 2015 and pursuant to the above state laws and Title 53.XX
RCW, which authorizes the Ports to create a port development authority (the
"PDA") to operate certain marine cargo facilities jointly, the Alliance will operate
under the terms of the PDA's Charter attached hereto as Exhibit A ("Charter")
which shall continue indefinitely until dissolution thereof in accordance with the
provisions of the Charter or as otherwise provided by law. Also effective as of
August 1, 2015, the Ports as Managing Members shall license to the Alliance
the operation, management, and use of certain Port properties as set forth in
the Charter at Schedule 2 ("Licensed Properties").
2.    During the period beginning the Effective Date through December 31, 2015 
("Startup Period"), the Ports shall continue to receive all revenues and pay all
expenses related to the operations, management, and use of the Licensed
Properties. 

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2.    Effective as of January 1, 2016, the Managing Members shall make the capital
contributions required under the Charter. 
NOW, THEREFORE, be it resolved that: 
1. The Charter of the Alliance, a Washington port development authority (the "PDA"),
as attached hereto as Exhibit 1, is hereby adopted to be effective as of August 1,
2015, and on that effective date is entered into by and among the Commission of
the Port of Tacoma, a public port district operating under the laws of the state of
Washington, and Commission of the Port of Seattle, a public port district operating
under the laws of the state of Washington, as members of the PDA each as a
"Managing Member" and collectively as "Managing Members". 
ADOPTED by a majority of the members of the Port of Tacoma Commission at a Special
Joint meeting held on the ___ day of August 2015, a majority of the Commission members
being present and voting on this Resolution and signed by its President and attested by its
Secretary under the official seal of said Commission in authentication of its passage this __ 
day of August, 2015. 

Donald C. Johnson, President 
Port of Tacoma Commission 
ATTEST: 
Richard P. Marzano, Secretary 
Port of Tacoma Commission 









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EXHIBIT 1 
PDA CHARTER 


















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