Commissioners                                             Ted Fick 
Chief Executive Officer 
Stephanie Bowman 
Commission Co-President 
Courtney Gregoire                      P.O. Box 1209 
Commission Co-President          Seattle, Washington 98111 
Tom Albro                        www.portseattle.org 
Bill Bryant                                206.787.3000 
John Creighton 
APPROVED MINUTES 
COMMISSION SPECIAL JOINT MEETING DECEMBER 3, 2014 
The Port of Seattle Commission met in a special meeting Wednesday, December 3, 2014, together
with the Port of Tacoma Commission at the Fabulich Center, 3600 Port of Tacoma Road, Tacoma,
Washington. Port of Seattle Commissioners  Albro, Bowman, Creighton, and Gregoire were
present. Port of Tacoma Commissioners Bacon, Johnson, Marzano, Meyer, and Petrich were also
present. Port of Seattle Commissioner Bryant was absent. 
CALL TO ORDER 
The meeting was called to order at 9 a.m. by Clare Petrich, Port of Tacoma Commission President. 
PLEDGE OF ALLEGIANCE 
OPENING REMARKS 
Kurt Beckett, Deputy CEO of the Port of Seattle offered opening comments, noting the Federal
Maritime Commission (FMC) discussion agreement amendment agreed to on October 14 had gone
into effect on December 1. This amendment included adoption of an interlocal agreement between
the ports of Seattle and Tacoma. Joint port activities with customers are already planned. Mr.
Beckett outlined the day's agenda. 
John Wolfe, CEO of the Port of Tacoma commented on public outreach to stakeholder groups on
the topic of the joint Seaport Alliance and general encouragement from many sectors. He noted the
need for cooperation from many partners in order for the alliance to succeed, including railroads
and labor. He encouraged a resolution to the current West Coast labor dispute between the
International Longshore Workers Union (ILWU) and Pacific Maritime Association (PMA). 
SEAPORT ALLIANCE FORMATION: Mercator International Study 
Materials provided included presentation slides. 
Steven Rothberg, Partner, Mercator International, made a presentation on the conditions
contributing to the proposal to form an alliance between the ports of Tacoma and Seattle. The large
amount of discretionary cargo shipped through the Puget Sound gateway, local infrastructure
challenges, the need to accommodate larger ships, excess capacity between the two ports, and
the role of railroad rates on shippers' profitability were discussed. The effects of competition
between the two ports over the past decade facilitating the lowering of terminal rates and operator
profitability regionally was described. 

Digital recordings of the meeting proceedings and meeting materials are available online  www.portseattle.org.

PORT COMMISSION MORNING JOINT MEETING MINUTES           Page 2 of 4 
WEDNESDAY, DECEMBER 3, 2014 
Mr. Rothberg explained that a lack of infrastructure to accommodate larger ships drives up the cost
of routing cargo through the Puget Sound gateway and ultimately results in the diversion of cargo
away from the region and consolidation of operations in fewer gateway ports. Canadian ports
currently enjoy the benefit of more advantageous rail pricing than ports in Puget Sound. 
In the discussion, the ability to increase the gateway's attractiveness to customers in service provision
and alignment of freight strategy was emphasized. These factors are potentially more significant than
specific cost reductions represented by reduction of excess capacity and improvement of particular
intermodal infrastructure. Excess capacity can also be viewed as insufficient demand or reduced
throughput. Viewed together, the two ports represent the third largest cargo gateway in the U.S. 
Focusing on larger TEU (twenty-foot-equivalent unit) vessels represents greater potential for cost
reduction to customers than continuing to pursue smaller vessel business. 
Surge capacity issues related to servicing larger ships and receiving more cargo at a time were 
discussed. The effect on the efficiency of the supply chain, including truck and rail transport, will
be significant. 
It was emphasized that targeting capacity reduction to align with current capacity needs is a losing
strategy. Repurposing existing facilities in support of greater cargo volume at improved existing
maritime facilities potentially reduces redundancy while also enhancing overall growth strategies. 
Reliability is a value proposition that can distinguish the Puget Sound as a gateway from its competitors
at other ports. The success of this opportunity is dependent on the commitment of the ports' partners,
including labor, rail, and legislators. 
The role of rail efficiency to the success of container and transloading cargo was emphasized. As
an alliance, the two ports enhance their influence with rail providers, legislators, and other agencies
whose collaboration is vital to the success of the gateway. 
The factors presented and discussed support formation of a Seaport Alliance between the ports of
Tacoma and Seattle. 
STATUS REPORT: Due Diligence Process 
Presentation materials included a Due Diligence Process diagram. 
Mr. Beckett provided an update on progress of the due diligence process. The schedule of
meetings since October and structure of the team was outlined. The task categories for due
diligence are communications/outreach, legal/governance, finance/administration, commercial, and
infrastructure/capital development. Kate Snider of consulting firm Floyd Snyder has been retained
to produce materials and act as a facilitator to the team. 
Three primary tasks for the team are to determine the legal structure of the alliance, develop a
strategic business plan, and creation of a comprehensive infrastructure plan. There is a cyclical
relationship between valuation, strategic business planning, and infrastructure planning. The timing
of infrastructure planning and the level of detail included was discussed with respect to the
effective formation of an alliance. Moffatt Nichol and Mercator International are consulting with the
due diligence team on development of plans. 

Minutes of the morning joint meeting of December 3, 2014, proposed for approval on July 14, 2015.

PORT COMMISSION MORNING JOINT MEETING MINUTES           Page 3 of 4 
WEDNESDAY, DECEMBER 3, 2014 
The ability of the ports to work jointly, including joint customer visits, is a development of the
adoption of the interlocal agreement and FMC approval of the October amendment to the FMC
discussion agreement. The primary intended message for upcoming joint customer calls is the
optimism of the two ports in forming an alliance and what it means to the ports' customers in Asia.
Gauging customers' reactions to this message is of interest to the two commissions. 
Various milestones in the due diligence planning process were outlined, including opportunities for
joint public commission meetings. Promotion and public availability of commission joint meetings
on the alliance was noted as a priority for both commissions. 
Without objection, the commissions advanced to consideration of  
LEGAL STRUCTURE 
Tom Tanaka, Port of Seattle Senior Counsel, and Carolyn Lake, Goodstein Law Group, representing
the Port of Tacoma, presented structural governance options under consideration for the Seaport
Alliance. Options included executing a contract between the two ports, creation of a third-party limited
liability company to manage alliance business, creation of a nonprofit corporation to manage alliance
business, and creation of a public development authority to manage alliance business. It is
understood that whatever structure is adopted will be subject to Washington's Open Public Meetings
and Public Records Acts, Chapter 42.30 RCW and Chapter 42.56 RCW, respectively. The form of
contract contemplated under the first option could be another interlocal agreement. 
Without objection, the commissions advanced to consideration of  
OUTREACH EFFORTS 
Julie Collins, Port of Tacoma Chief External Affairs Officer, provided a summary of recent and
upcoming public and legislative engagement. Opportunities to emphasize the need for
transportation infrastructure funding to the state legislature is a priority of legislative outreach.
Legislative activity is also available on the question of alliance governance structures that may
require legislative action to implement. Naming and branding development, including web site
development, for the alliance is an area of current work. Upcoming public engagement activities
were noted. The ability for the public to submit comments and ask questions online is available on
both port web sites. 
PUBLIC TESTIMONY 
Public comment was received from the following individual(s): 
John Worthington, Renton, who commented on the need to prioritize modernization of
the port and possible obstacles to automation and road improvements. He made
recommendations about siting of the hubs of each port. 
Arthur West, Olympia, who commented on the need for alliance planning to be
conducted in public. He complained of violations of the Open Public Meetings and Public
Records Acts. He opined on policy development and legislative priorities for the ports. 


Minutes of the morning joint meeting of December 3, 2014, proposed for approval on July 14, 2015.

PORT COMMISSION MORNING JOINT MEETING MINUTES           Page 4 of 4 
WEDNESDAY, DECEMBER 3, 2014 
ADJOURNMENT 
There being no further business, the special joint meeting was adjourned at 10:49 a.m. 
Tom Albro 
Secretary 
Minutes approved: July 14, 2015. 















Minutes of the morning joint meeting of December 3, 2014, proposed for approval on July 14, 2015.