INTERLOCAL AGREEMENT 
BETWEEN THE PORTS OF SEATTLE AND TACOMA 
CREATING A JOINT SEAPORT ALLIANCE

This Interlocal Agreement (the "ILA") is made this   ____ day of
________________, 2015, by and between the Port of Seattle and the Port of
Tacoma (each, a "Port" and together, the "Ports"), each a port district organized
under the laws of the State of Washington (the "State"), under the authority of the
Washington State Interlocal Cooperation Act, RCW 39.34 and the Port Joint Powers
authority (RCW 53.08.240), and the authority of the Federal Maritime Commission
("FMC") in accordance with the provisions of the Federal Shipping Act of 1984 for the
purpose of creating a Port of Seattle and Port of Tacoma joint marine cargo seaport
alliance ("Alliance"). 
RECITALS 
WHEREAS, the Port of Seattle (the "POS") and the Port of Tacoma (the "POT") are
municipal corporations of the State, organized under provisions of the laws of the
State, now codified at Title 53 RCW. POS owns and operates the marine facilities
at the Seattle harbor, Seattle-Tacoma International Airport, and other properties.
POT owns and operates the marine facilities at the Tacoma harbor and other
properties; and 
WHEREAS, the Ports are the two largest ports in the State and together represent
the third largest container trade gateway in the United States, serve as the
primary gateway for our state's export-based economy and support thousands of
maritime-related jobs; and 
WHEREAS, discretionary container cargo, principally bound for or from the Midwest,
represents a significant segment of each Port's cargo volume, supports the
financial success of each Port's seaport operations, and provides critical empty
container capacity for Washington exporters; and 
WHEREAS, the Ports understand significant changes in the shipping industry present
challenges and opportunities for the future of the United States' Pacific Northwest
trade, including: 
1.  Increased competition from expanding international gateways across North
America, including other West Coast ports, 
2.  Shipping line consolidations and alliances leading to fewer port calls, 

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3.  The introduction of larger container ships and increased use of all water
routes, leading to fewer port calls, and 
4.  Attracting and accommodating larger container ships will require substantial
capital investment by the Ports; and 
WHEREAS, these market developments present opportunities for expanded
collaboration between the Ports to improve our region's capabilities to grow cargo
volume and protect market share by: 
1.  Coordinating investment strategies to achieve terminal infrastructure needed
to handle ultra-large container ships; 
2.  Improving terminal capacity utilization; 
3.  Adopting a sustainable financial business model that improves financial
outcomes for the two public port authorities; 
4.  Jointly pursuing and executing a shared road and rail infrastructure strategy; 
5.  Enhancing the Ports' mission of responsible economic development through
coordinated environmental stewardship; 
6.  Sharing advocacy on state and federal issues affecting marine cargo and
related logistics issues; and 
7.  Improving infrastructure utilization and long-term financial stability by
implementing a marine cargo gateway approach to mitigate the risks of
changing markets and market uncertainty; and 

WHEREAS, the continued competitiveness of the Puget Sound gateway and the
resulting job growth would be enhanced by leveraging the strengths of each Port
to reach shared goals for the region and the State in ways that either Port acting
alone could not achieve; and 
WHEREAS, State law allows the Ports to exercise any of their powers jointly by
mutual agreement; and the Ports 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; and 
WHEREAS, this ILA reflects the actions of and approvals by the two Ports to create
and implement a joint seaport alliance; and 
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WHEREAS, the Ports will remain separate port districts governed by locally elected
port commissioners; these joint actions discussed herein will not consolidate or
merge the Ports; and 
WHEREAS, the Ports are committed to shared core objectives of financially viable
business models that support customer success, value the Port-labor partnership,
protect and increase regional jobs, benefit the citizens of Pierce and King
counties, promote the Pacific Northwest corridor's role in US trade strategies and
the greater North American economy, and ensure the ability of the Ports to
reinvest in terminal assets and infrastructure; and 
WHEREAS, pursuant to Federal law 46 USC Title 46, Congress has granted
authority for ports and marine terminal operators in certain circumstances and if
approved by the FMC, to "discuss, fix or regulate rate or other conditions of
service;  or  engage  in  exclusive,  preferential,  or  cooperative  working
arrangements, to the extent that such agreements involve ocean transportation in
the foreign commerce of the United States." 46 USC  40301(b)(1-2); and
WHEREAS, the Ports are committed to working together based on trust and
transparency, mutual respect for the goals and public input of the people of both
Pierce and King counties, and a recognition the region is stronger when its
leaders collaborate and leverage limited public resources; and 
WHEREAS, the Ports are committed to serving the citizens of Pierce and King 
counties and the manufacturing and agricultural exporters throughout the State
by supporting thousands of existing jobs, growing new jobs, securing new
investments, and generating significant tax revenues to state and local
governments; and 
WHEREAS, the Ports believe the ability to achieve these guiding objectives is
through the creation of a joint seaport alliance that prioritizes regional interests in
decision-making, with a unified vision for regional success, to better fulfill their
shared economic development mission as defined in State law; and 
WHEREAS, the Alliance will promote regional economic development, which is a
legislatively authorized port and municipal purpose; and 
WHEREAS, the Ports find mutual benefit in the creation and implementation of the
Alliance and in defining the operational scope, powers and roles of the Alliance
and the two creating Ports; and 

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WHEREAS, pursuant to the laws of Washington and expressly subject to the
approval of and oversight by the FMC, the Ports elect to enter into this ILA for the
purpose of approving of the creation, operation, funding and delegated powers of
the Alliance. 
NOW THEREFORE, in consideration of the premises contained in this ILA, the Ports
agree as follows:
AGREEMENT 
I.    GENERAL 
A. The Ports are port districts, organized under provisions of the laws of the State
of Washington, and codified under Title 53 RCW. 
B. The Ports pursuant to Federal law 46 USC Section 40301(b)(1-2), have filed a
Discussion Agreement with the FMC for permission to jointly operate certain
marine cargo facilities through an Alliance. 
C. The Ports by this ILA form the alliance pursuant to the following federal and
state authorities: (1) the FMC Discussion Agreement (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 boundaries, (3) RCW 39.34.030, the
state Interlocal Cooperation Act, and (4) WA Session Laws 2015-6, ESHB
1170 (Title 53.XX RCW), which authorizes the Ports to create a port
development authority to use, operate and manage certain marine facilities
jointly, to be known as The Northwest Seaport Alliance ("Alliance PDA"). 
II.    ALLIANCE PDA 
A. Effective Date. Commencing August 4, 2015 ("PDA Effective Date"), and
subject to (1) FMC approval which became effective July 23, 2015, and (2)
each Port's approval of the Charter, the Alliance PDA will begin operations
under the terms of the Alliance PDA's Charter attached hereto as Exhibit A
("Charter") for a term commencing on the PDA Effective Date and continuing
indefinitely until dissolution thereof in accordance with the provisions of the
Charter or as otherwise provided by law. 
B. Charter to be Adopted. Immediately upon effectiveness of this ILA, each Port
shall adopt by resolution the Charter. 
C. Managing Members. The Port of Tacoma and the Port of Seattle, as
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members of the Alliance PDA (each, a "Managing Member" and collectively,
"Managing Members") are the only governing members of the Alliance PDA.
Each Managing Member shall act in such capacity through its own elected
commission.
D. Licensed Properties. Effective as of August 4, 2015, the Ports as Managing
Members shall license to the Alliance the operation, management, and use of
certain properties of each Port as set forth in the Charter at Schedule 2 
("Licensed Properties"), and as depicted on the attached Schedule 2 maps of
each Port's Licensed Properties. 

III.    ALLIANCE PDA STARTUP PERIOD; ASSIGNED PORT EMPLOYEES 
A. Startup Period. The Alliance PDA "Startup Period" is defined as the term
from August 4, 2015 through December 31 2015. 
B. Assigned Port Employees. During the Startup Period, staff of the Ports
identified as appropriate to be working full time (or near full time) on the
Alliance PDA will be assigned by the port where they are employed or
contracted as of August 3, 2015 to perform duties full time (or near full time)
on behalf of the Alliance PDA ("Assigned Port Employees"). Service
agreements between the Ports will be put in place for other staff support.
Each Port will collect their respective costs associated with Alliance PDA
activities in preparation for the Alliance PDA budget and accounting activities
which will commence on January 1, 2016.
a.  Initially, approximately 30 to 40 people who are currently Port of Seattle
and Port of Tacoma employees will be Assigned Port Employees,
including all "customer facing" employees in the commercial and
operations segments of the Alliance PDA business, plus management
positions for all primary Alliance PDA functions.
b.  Beginning January 1, 2016, the Assigned Port Employees will begin to
transition to Alliance PDA employment or formal assignment. Most
transition processes are anticipated to be complete by the end of 2016,
although some will be provided after a longer timeframe if needed to
support a sound transition. It is expected that by the end of 2016, all
Assigned Port Employees will be Alliance PDA employees. The Alliance
PDA will implement a compensation package (salary and benefits) that
is designed to attract, retain, reward and motivate the productivity and
commitment of a highly qualified and diverse workforce. 

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C.  Support Services. Focused support will be provided to the Alliance PDA
from the staff of each Port through specific service agreements. These
include non-represented employees who will provide services to the Alliance
PDA for engineering, construction management, permitting and
environmental services, public affairs, accounting, financial analysis, human
resources, information technology, public records management, legal, and
similar. These also include represented employees (under collective
bargaining agreements), who will provide services to the Alliance PDA for
equipment and facilities maintenance, Port security/police, railroad
operations, construction inspection, and similar. During the initial years of
Alliance PDA operations, Alliance PDA employee functions and those
functions provided through service agreements will be evaluated and
adjusted as appropriate to best support the Alliance PDA business model.
Following Alliance PDA organizational development, Alliance PDA staff could
also provide support to the Ports if needed, using service agreements. 
IV.   ALLIANCE PDA STRATEGIC BUSINESS PLAN. 
A. Creation. The commercial teams from the two Ports and the Managing
Members shall together develop a Strategic Business Plan for the Alliance
PDA, with a 10-year planning horizon. This Strategic Business Plan shall set
forth a strategic vision for the Alliance for the period 2015-2025. 
B. Defining Principles. The Strategic Business Plan shall define the principles
for increased cargo volumes, job creation and financial performance. It shall
define opportunities for development of strategic terminals with the ability to
handle ultra-large container ships and increased throughput. It shall propose
approaches for phased build-out of strategic terminals based on market
drivers, opportunities to optimize existing facilities, and opportunities to use
excess container terminal acreage for alternative cargos and to boost the
Alliance PDA diversified cargo and maritime portfolio. The Strategic Business
Plan shall enhance the Ports' mission of responsible economic development
through coordinated environmental stewardship. The Strategic Business Plan
additionally shall address the Alliance PDA's commitment to deliver best value
to customers and stakeholders, through focus on operational excellence -
ease of doing business, reliability, operational efficiency and cost of doing
business. 
C. Framework for Decisions. The Strategic Business Plan shall be used as a
framework for individual future build-out decisions, which will be based on
market demand, capital capacity, speed to market, and improved Alliance PDA
financial results.

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D. Periodic Reporting. Periodic reporting and evaluation of key Alliance PDA
metrics is essential to success. Beginning in the fourth quarter of 2014, the
two Ports commenced reporting joint, combined cargo statistics. The Strategic
Business Plan will be periodically evaluated relative to market and
performance data, and updated accordingly. 
V.   ALLIANCE PDA FINANCIAL DECISION CRITERIA. 
A. Based on recommendations from the CEO and financial teams from the two
Ports, the Alliance PDA Managing Members shall together develop Alliance 
PDA Financial Decision Criteria, to include a standard approach to developing
a net present value calculation for projects. 
B. Based on recommendations from the CEO and financial teams from the two
Ports, the Alliance PDA Managing Members shall establish standard financial
modeling assumptions for use in evaluating Alliance projects. 

VI.   SHARED GOVERNANCE FLEXIBILITY AND TRANSPARENCY. 
A. Attendance at Executive Sessions. To facilitate overall Alliance PDA
coordination, all POT commission executive sessions and all POS commission
executive sessions addressing Alliance PDA matters, will be open for
attendance by any of the ten commissioners of either Port. 
B. Limitation. No Alliance business will be discussed in executive session at
either Port commission meeting unless jointly agreed to in advance by both
Port commission presidents. 
C. Communication Protocols. The Alliance PDA and the Ports' management
teams will establish communication and work flow protocols to ensure
information is shared with each Port and its commissioners in a consistent and
timely manner. This activity is crucial to build trust and effectiveness that will
support success. 

VII.   MISCELLANEOUS 
A. Third Party Beneficiaries. This ILA does not create any rights, claims, or
benefits inuring to any person that is not a party hereto, and it does not create
or establish any third party beneficiary hereto. 
B. Binding Effect. This ILA shall be binding upon and inure to the benefit of the
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Ports, and their legal representatives, successors, and permitted assigns. 
C. Severability. If any provision of this ILA shall be held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. The Ports
agree to use good faith efforts to replace such invalid or unenforceable
provision of this ILA with a valid and enforceable provision that will achieve, to
the extent possible, the purposes of such invalid or unenforceable provision. If
the Ports cannot reach a mutually agreeable and enforceable replacement for
such invalid, illegal, or unenforceable provision, the balance of the ILA shall be
interpreted as if such provision were so excluded so as reasonably to
effectuate the intent of the Ports. 
D. Notices. Unless otherwise specified herein, all notices, consents, approvals,
reports, designations, requests, waivers, elections, and other communications
authorized or required to be given pursuant to this ILA shall be in writing and
shall be given or made (and shall be deemed to have been duly given or made
upon receipt) by personal hand-delivery, by facsimile transmission, by
electronic mail, by mailing the same in a sealed envelope, registered first-class
mail, postage prepaid, return receipt requested, or by air courier guaranteeing
overnight delivery, sent to the addresses on Schedule 3 of the Charter (as
such may be updated by notice from time to time). 
E. Usage Generally; Interpretation.
1.  The captions and headings of this ILA are for convenience of reference
only and shall not affect the interpretation of this ILA. 
2.  Any statute or law defined or referred to herein means such statute or law
as from time to time amended, modified, or supplemented, including by
succession of comparable successor statutes. 
F. Entire Agreement. This ILA, together with the Charter, embodies the entire
agreement of the parties and supersedes all prior agreements and
understandings between the Ports with respect to the subject matter hereof. 
G. Counterparts. This ILA may be executed in any number of counterparts,
including by electronic transmission or facsimile, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument. 
H. Amendments. The terms and provisions of this ILA may only be modified or
amended at any time and from time to time by mutual agreement of the Ports. 

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I.   Further Assurances. Each Port shall execute and deliver any additional
documents and instruments and perform any additional acts that the Ports
determine to be necessary or appropriate to effectuate and perform the
provisions of this ILA. 
J. Governing Law. This ILA shall be governed and construed in accordance with
the laws of the State of Washington, without regard to the conflicts of law
principles thereof. Generally, in the event of a conflict, the following sources of
authority shall prevail in descending order of supremacy: (i) Federal law and
regulation, including those of the FMC; (ii) state law and regulation, including
the Port Joint Powers statute RCW 53.08.240), the Port PDA Act (WA Session
Laws 2015-6, ESHB 1170), and this ILA; (iii) the Charter; (iv) any policies of
the Alliance. 
K. Waiver of Jury Trial. Each of the parties to this ILA acknowledges and agrees
that any controversy arising under this ILA is likely to involve complicated and
difficult  issues.  As  a  result  each  party  to  this  ILA  irrevocably  and
unconditionally waives any right that such party may have to resort to the
courts for a judicial remedy and to a trial by jury in respect to litigation arising
out of this ILA or any of the transactions related hereto. Each party to this ILA
understands and has considered the implications of this waiver and makes this
waiver voluntarily. 
L.  Costs, Fees and Expenses. The Ports shall share on a prorata basis,
consistent with the Membership Interest as defined in the Charter, any legal
and other costs, fees and expenses incurred by such party in connection with
the negotiation and preparation of this ILA and the transactions contemplated
hereby. 
M. Waivers. No waiver of any breach of any of the terms of this ILA shall be
effective unless such waiver is made expressly in writing and executed and
delivered by the party against whom such waiver is claimed. No waiver of any
breach shall be deemed to be a further or continuing waiver of such breach or
a waiver of any other or subsequent breach. Except as otherwise expressly
provided herein, no failure on the part of any party to exercise, and no delay in
exercising, any right, power, or remedy hereunder, or otherwise available in
respect hereof at law or in equity, shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power, or remedy by such party
preclude any other or further exercise thereof, or the exercise of any other
right, power, or remedy. 
N. Ratification. Acts taken in conformity with this ILA prior to its execution are
hereby ratified and affirmed. 

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O. Document Execution and Filing. The Ports agree that there shall be three
(3) signed originals of this ILA procured and distributed for signature by the
necessary officials of each Port. Upon execution by both Ports, each such
signed original shall constitute an ILA binding upon both Ports. The executed
originals of this ILA shall either recorded with the respective County Auditors
or shall be posted on both Ports' web site as authorized by RCW.39.34.040. 

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SIGNED BY: 
PORT OF SEATTLE COMMISIONERS 
PORT OF TACOMA COMMISSIONERS 
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 

Exhibit A  Charter 



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THE NORTHWEST SEAPORT ALLIANCE CHARTER 
This CHARTER (the "Charter") of The Northwest Seaport Alliance, a Washington port
development authority (the "PDA"), dated as of August 4, 2015 (the "Effective Date"), is entered into by
and among the Port of Tacoma, a public port district operating under the laws of the state of Washington,
and the Port of Seattle, a public port district operating under the laws of the state of Washington, as
members of the PDA (each, a "Managing Member" and collectively, "Managing Members"), and, for
purposes of Section 4.2, Section 5.5, Section 5.8, Section 11.15, Article VII, and Article IX, the PDA. 
WHEREAS, pursuant to Federal law 46 USC Section 40301(b)(1-2), the United States Congress
has granted authority for ports and marine terminal operators in certain circumstances and if approved by
the Federal Maritime Commission, to "discuss, fix or regulate rate or other conditions of service; or
engage in exclusive, preferential, or cooperative working arrangements, to the extent that such
agreements involve ocean transportation in the foreign commerce of the United States"; 
WHEREAS, under Washington State law, including Chapter 53.08 RCW, which allows ports to
exercise any of their powers jointly by mutual agreement and allows the Managing Members to form a
port development authority and including the Interlocal Cooperation Act, which allows ports to act
jointly (including the formation of a separate legal entity for such joint cooperative action), the Managing
Members desire to come together to form, establish, and support this PDA to carry out the unified
management and operation of the Marine Cargo operations of each Managing Member; and
WHEREAS, the Managing Members individually will remain separate port districts governed by
locally elected port commissioners; the creation of this PDA will not consolidate or merge the Managing
Members and nothing in this Charter changes the governance of each Managing Member; and neither the
creation of this PDA nor anything in this Charter relieves either Managing Member of any obligation or
responsibility imposed upon it by law or bond covenant;
NOW, THEREFORE, in consideration of the mutual premises and covenants contained herein,
and of other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed as follows: 
ARTICLE I 
DEFINITIONS 
1.1    Listed Definitions. Capitalized terms used but not otherwise defined in the Charter have
the following meanings: 
(a)    "Affiliate" means, with respect to any Person, any other Person that directly or
indirectly controls, is controlled by, or is under common control with, such Person. For these purposes,
"control" means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting securities, by contract,
or otherwise.
(b)    "Calculation Period" means a period of time approved by the CEO that is no
longer than a fiscal quarter.
(c)     "Cash" means cash or financial investments/securities as allowed by Washington
State. 


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(d)    "Covered Person" means (i) each Managing Member, (ii) each officer, director,
commissioner, member, Affiliate, agent, or representative of each Managing Member, and each of their
Affiliates, and (iii) each CEO, officer, agent, or representative of the PDA.
(e)     "Damages" means, collectively, any losses, claims, damages, judgments, fines,
or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending
against such losses, claims, damages, judgments, fines, or liabilities, and any amounts expended in
settlement of any claims. 
(f)     "Delegation of Authority Master Policy" means the Delegation of Authority
Master Policy attached as Exhibit A hereto, as may be amended by the Managing Members from time to
time. 
(g)    "Dispute" means a material difference of opinion between the Managing
Members that cannot be resolved via the consent of each Managing Member and that requires the consent
of each Managing Member, and is limited to (i) those matters where a Managing Member believes in
good faith that the other Managing Member is in material breach of any of its obligations under any
agreement in connection with the PDA and that such breach is likely to cause immediate and irreparable
harm to such Managing Member or the PDA, (ii) matters of interpretation of this Charter or other written
Agreements between the PDA and one or both Homeports, (iii) distribution matters upon dissolution
pursuant to Section 10.3, or (iv) such other matters as may be agreed to by both Managing Members. 
(h)    "Distributable Cash" means an amount equivalent to cash flow provided from
operations as calculated pursuant to GAAP for a Calculation Period.
(i)     "Five Year Capital Investment Plan" means a plan of capitalized and expensed
projects that the PDA plans to complete in the following five years. 
(j)     "GAAP" means United States generally accepted accounting principles. 
(k)    "Homeport" means either the Port of Seattle or the Port of Tacoma, as
applicable, acting in its capacity as such (rather than in its capacity as a Managing Member). 
(l)     "Interlocal Cooperation Act" means RCW 39.34, as amended. 
(m)   "Joint Powers" means RCW 53.08.240, the Port Joint Powers Authority.
(n)    "Marine Cargo" means waterborne goods other than grain, liquified natural gas,
or methanol.
(o)    "Membership Equity" means the equity of the respective Managing Members
as shown on the PDA's financial statements. 
(p)    "Net Income" and "Losses" means, for each Fiscal Year or other period, an
amount equal to the PDA's net operating income or losses less depreciation plus non operating income or
losses, including extraordinary and special items for such Fiscal Year or other period, determined in
accordance with GAAP. 
(q)    "Other Cash" means any Cash other than Distributable Cash not in a dedicated
reserve. 


2

(r)     "Person" means an individual, corporation, association, limited liability
company, limited liability partnership, partnership, estate, trust, joint venture, unincorporated organization
or other entity or a government or any agency or political subdivision thereof.
(s)     "Port Development Authority Act" means ESHB 1170, WA Session Laws of
2015-6, (RCW 53.08 [new sections]), as amended. 
(t)     "RCW" means Revised Code of Washington.
(u)    "Special Covered Person" means any past or present officer or employee of the
PDA. 
(v)    "Transfer" means, with respect to any Membership Interests, a direct or indirect
transfer, sale, exchange, assignment, pledge, hypothecation, or other encumbrance or other disposition of
such Membership Interests, including the grant of an option or other right, whether directly or indirectly,
whether voluntarily, involuntarily, or by operation of law.
1.2    Other Definitions. The remaining capitalized terms used in the Charter but not defined
in Section 1.1 are defined in this Charter on the following pages:
Bond Income Calculation ................................ 10       Licensed Property Agreements.......................... 6
Capital Construction .......................................... 9       Managing Member(s) ........................................ 1
Charter ............................................................... 1        Mediation Period ............................................. 16
Contingencies ................................................... 22        Membership Interest .......................................... 5
Declined Cargo .................................................. 4        Membership Interest Affirmation ...................... 6
Dispute Notice Date......................................... 16       PDA ................................................................... 1
Effective Date .................................................... 1        PDA-Owned Personal Property......................... 8
Fiscal Year ....................................................... 11        Post-Formation Improvements .......................... 8
Initial Period..................................................... 17        PRA ................................................................. 23
JAMS Rules ..................................................... 16        Tax Matters Person.......................................... 13
Licensed Properties............................................ 6       Working Capital ................................................ 8
ARTICLE II 
ORGANIZATIONAL MATTERS 
2.1    PDA Name. The name under which the PDA shall conduct its business is "The
Northwest Seaport Alliance." The business of the PDA may be conducted under any other name
permitted by applicable law as the Managing Members may determine from time to time. 
2.2    Business Purpose.
(a)    The PDA's purpose is to promote and assist economic development of the
Managing Members' Marine Cargo operations with an emphasis on unified business retention and
recruitment, coordinated enhancement of the value of Marine Cargo properties, improved intermodal rail
service, improved freight capabilities, and the general promotion of maritime economic development and
other related Port business activity. 
(b)    During the term of this Charter and subject to the provisions of Section 2.2(e),
the PDA will be the manager and operator of the Marine Cargo business of both Managing Members, and
will manage and operate such other supporting business properties as may be licensed to the PDA by the
Managing Members from time to time, along with any Post-Formation Improvements in accordance with

3

this Charter. The PDA will oversee such operations, capital investments, and investments with unified
management as described in this Charter to (i) optimize the value of Marine Cargo properties; (ii) grow
cargo volumes and protect market share for the benefit of the region and state; (iii) manage overall
terminal capacity, through coordinated investment strategies; (iv) provide enhanced job prospects for the
Managing Members' labor and business partners, and (v) achieve overall financial returns that will not
only enable reinvestment but also ultimately provide additional, unencumbered financial returns for each
Managing Member. 
(c)     The Managing Members are committed to shared core objectives of financially
viable business models that support customer success, value the port-labor partnership, protect and
increase regional jobs, benefit the citizens of Pierce and King counties, promote the Pacific Northwest
corridor's role in US trade strategies and the greater North American economy, and ensure the ability of
each Managing Member to reinvest in terminal assets and infrastructure. 
(d)    It is the commitment of each Managing Member that the Managing Members
will act to further the purposes set forth in the foregoing provisions of this Section 2.2 in good faith and
fair dealing pursuant to the terms of this Charter. 
(e)     The Managing Members affirm and shall adhere to the following allocation of
Marine Cargo activities between the PDA and Homeports: 
(i)     Marine Cargo activities for the Licensed Properties, which are operated,
managed, and used by PDA, are exclusive to PDA. 
(ii)     Homeports may continue Marine Cargo activities for existing Homeport
businesses, the operation, management, and use of which are not licensed to the PDA. 
(iii)    For any Marine Cargo opportunities, the PDA has the right of first
refusal to handle such business. If the PDA refuses by action or inaction to handle any Marine Cargo
opportunity ("Declined Cargo"), one of the Homeports may handle the Declined Cargo under any of the
following conditions:
(A)    the PDA decides, by vote, to refer such opportunity to one of the
Homeports;
(B)    the PDA refuses (by vote) to handle the Declined Cargo and one
of the Homeports thereafter provides written notice to the PDA within 10 business days after such vote of
its intention to handle the Declined Cargo; or 
(C)    the PDA fails to take action within 45 days (which period may
be extended by vote of the Managing Members) after the CEO has notified the Managing Members of the
Marine Cargo opportunity, in which case the Homeport that wishes to handle the Declined Cargo may do
so after it has sent written notice to the PDA at any time after such 45 day period or any extensions have
expired.
2.3    Formation. The Managing Members have formed the PDA as of the Effective Date. The
Managing Members shall license the operation, management, and use of the Licensed Properties as set
forth in Schedule 2 effective as of January 1, 2016. The Managing Members shall make the capital
contributions required under Section 3.7 effective as of January 1, 2016. During the period beginning the
Effective Date through December 31, 2015, the Homeports shall continue to receive all revenues and pay
all expenses related to the operations, management, and use of the Licensed Properties. 

4

2.4    Authority; Power. The PDA shall have the power and authority to engage in such
activities and to exercise such powers permitted to port development authorities, including authority to
perform any lawful public purpose or public function related to maritime activities of the Homeports that
created this PDA, under the laws of the State of Washington, and all subject to the limitations provided in
the Port Development Authority Act, provided however, the PDA shall not have authority to issue debt or
to own real property.
2.5    Limitation of Liability. The obligations and liabilities of the PDA, whether arising in
contract, tort, or otherwise, shall be solely the obligations and liabilities of the PDA, and the Managing
Members shall have no obligation whatsoever for any such obligation or liability of the PDA solely by
reason of being a Managing Member. The failure of the PDA to observe any formalities or requirements
relating to the exercise of its power or management of its business or affairs under the Port Development
Authority Act or this Charter shall not be grounds for imposing liability on the Managing Members for
any obligations, or liabilities of the PDA. 
2.6    Ownership.
(a)    Formation. The Managing Members (a) have caused the PDA to be formed as a
port development authority under the Interlocal Cooperation Act, the Joint Powers, and the Port
Development Authority Act by resolution, and the Managing Members shall cause the CEO of the PDA
to execute, file, and record (or direct the execution, filing, and recording of) all certificates and documents
as may be appropriate to comply with all requirements for the continuation and operation of a port
development authority, the ownership of personal property, and the conduct of business by the PDA
under the laws of the State of Washington and any other jurisdiction in which the PDA may own personal
property or conduct business; and (b) hereby confirm and agree to their status as Managing Members.
Nothing in this Charter and no actions taken by the parties under this Charter shall constitute a partnership
between any of the parties for any purpose. For the purposes of RCW 25.05.055, the PDA is formed
under the Interlocal Cooperation Act, Joint Powers, and the Port Development Authority Act. 
(b)    Managing Members. The Managing Members identified in the preamble are the
only members of the PDA. Based on the valuations described in Section 3.1 of the Licensed Properties (as
set forth in Schedule 2), the Managing Members have pro rata percentage interests in the PDA (the
ownership and respective percentage interest, a "Membership Interest") and thus shall share Net Income
or Losses pro rata based on each Managing Member's respective percentage Membership Interest, unless
and until agreed otherwise by both Managing Members pursuant to Section 3.1. No other Person may
become a member of the PDA. Except as otherwise expressly provided in this Charter, the PDA shall not
issue or redeem any Membership Interest without the prior written consent of each Managing Member.
The Managing Members shall not have any interest in the PDA other than the Membership Interests,
which have only the rights provided in this Charter. Nothing in this Section 2.6 precludes a Managing
Member from having contractual arrangements with the PDA, subject to the other provisions of this
Charter. Other than as provided in Section 10.1, with respect to dissolution and liquidation, Membership
Interests shall not entitle a Managing Member to any title in or to the whole or any part of the property of
the PDA or right to call for a partition or division of the same.
(c)     Limitations on Transfer. No Managing Member may Transfer any Membership
Interests. Any purported Transfer of Membership Interests not in accordance with this Charter shall be
null and void, and the PDA shall refuse to recognize any such Transfer for any purpose and shall not
reflect in its records any change in record ownership of Membership Interests pursuant to any such
Transfer. 
(d)    Separate Existence. The PDA shall do all things necessary to maintain its port
development authority existence separate and apart from each Managing Member and any Affiliate of any

5

Managing Member, including maintaining its books and records on a current basis separate from that of
the Managing Members, any Affiliate of the PDA, or any other Person, and shall segregate the PDA's
assets from that of the Managing Members, any Affiliate of the PDA, or any other Person. 
(e)     Offices. The PDA shall have such locations as the Managing Members may
deem appropriate. The Managing Members acknowledge that PDA staff will be based in locations in both
King and Pierce Counties, and may have staff and locations outside the United States, whether on a
transitional basis or for ongoing operational needs. The Managing Members shall authorize, and the CEO
shall execute, deliver, and file, any certificates (and any amendments and/or restatements thereof)
necessary for the PDA to qualify to do business in any jurisdiction in which the PDA may wish to
conduct business. The Managing Members shall authorize, and the CEO shall cause, the PDA to be
qualified, formed, or registered in any jurisdiction in which the PDA transacts business in which such
qualification, formation, or registration is required or desirable. 
2.7    Term. The PDA commenced on the Effective Date and shall continue indefinitely until
dissolution thereof in accordance with the provisions of this Charter or as otherwise provided by law.
ARTICLE III 
MEMBERSHIP INTERESTS, BUDGETING, WORKING CAPITAL, CASH USE AND
RESERVES, AND CAPITAL CONSTRUCTION 
3.1    Valuation of Membership Interests.
(a)    Each Managing Member will license to the PDA only the operation, use, and
management of certain real and personal property of such Managing Member, and not ownership of such
property (the property for which such operation, use, and management have been so licensed, the
"Licensed Properties"). Such license of operation, use, and management of the Licensed Properties is
needed to carry out the purpose of the PDA, and the Licensed Properties include the real and personal
property, leases, terminals, and infrastructure listed in Schedule 2. The PDA will not take ownership of
the Licensed Properties. Ownership of the Licensed Properties will continue to be separately held by the
applicable Managing Member, including the respective responsibility for debt and debt service, subject to
the allocation of environmental costs as provided in Section 3.2 below. In order for the PDA to carry out
the purposes of the PDA set forth in Section 2.2, the Managing Members agree and acknowledge that the
PDA may enter into one or more agreements with each Managing Member for the PDA's exclusive
management, operation, and use of the Licensed Properties (such agreements, the "Licensed Property
Agreements"). 
(b)    For purposes of determining the Managing Members' respective Membership
Interests, the Managing Members acknowledge and agree on the valuations of the use of the Licensed
Properties set forth in Schedule 2, which valuations are based on a ten year net present value of each such
Licensed Properties' estimated cash flows and enterprise value, including "maintenance and repair"
capital and updated operation, maintenance, and administrative costs provided by each Managing
Member. 
(c)     Such Membership Interest valuations shall remain in effect until the earlier of
termination or dissolution of the PDA, except as described in Sections 3.1(c)(i) and 3.1(c)(ii) below.
(i)     One-time Membership Interest Affirmation. The CEO shall review
the valuation as of December 31, 2017 of the Licensed Properties used to calculate the initial Membership
Interests to confirm if there has been a material change to such value (such review, the "Membership
Interest Affirmation"). This one-time Membership Interest Affirmation shall be limited to those 
Licensed Properties where the Marine Cargo terminal revenues were not secured by contractual

6

agreements throughout the time period covered by the Initial Membership Interest valuation. The CEO
will complete the Membership Interest Affirmation no later than March 31, 2018. If a material change has
occurred, the applicable Membership Interest shall be adjusted by the difference between the initial
valuation of that Licensed Property and the recalculated net present value of that same Licensed Property,
each over the same initial ten year initial cash flow valuation period, such net present value to be
calculated consistently using the methodology used to calculate the Initial Membership Interest under
Section 3.1(b) above. Upon recommendation by the CEO, the Managing Members shall approve any
change in Membership Interest by vote, to include provision for addressing any change to Distributions
and allocations as a result of the change in Membership Interest. 
(ii)     Addition or Removal of any Property Licensed to the PDA. From
time to time, upon recommendation of the CEO, the Managing Members may approve by vote to add or
remove Licensed Properties from the PDA, specifying the effective date of such addition or removal.
Revenues of each Licensed Property so removed or so added as a Licensed Property shall be valued
consistently using the methodology used to calculate the initial Membership Interest, and the Membership
Interests shall be adjusted accordingly. 
3.2    Allocation of Environmental Costs. Environmental costs shall be allocated by and
between the Homeports and the PDA as follows: 
(a)    General Intent. Environmental remediation costs and project mitigation costs
associated with Licensed Properties and business activities shall be allocated between the PDA and
Homeports as described herein. Remediation costs associated with contamination on Licensed Properties
that occurred before the Effective Date shall remain the responsibility of the Homeport in which the
Licensed Property is located, provided that any remediation costs necessary to support PDA operations
shall be the responsibility of the PDA, even if the contamination actually occurred before the Effective
Date. For any Post-Formation Improvement not owned by either Homeport prior to PDA formation,
remediation costs shall be the responsibility of the PDA. The allocation of environmental remediation and
project mediation costs described in this Section 3.2(a) are subject to Sections 3.2(b) through 3.2(g) 
below. Notwithstanding the foregoing, all such cost allocations may be revised on a project-specific basis
by vote of the Managing Members.
(b)    Remediation of Pre-Effective Date Contamination. Regulatory remediation
(whether by regulatory order or by a voluntary cleanup program) of contamination that occurred on a
Licensed Property before the Effective Date shall be the responsibility of the Homeport that owns such
Licensed Property, unless remediation is driven by PDA development or operations.
(c)     Maintenance Dredging. Costs of routine maintenance dredging (dredging
required due to sediment deposition) required for operation of Licensed Properties shall be the
responsibility of the PDA, provided, however, that if there are incremental costs associated with
contamination from such maintenance dredging, such costs shall be addressed under Section 3.2(e) below.
(d)    Environmental Monitoring for Past Environmental Clean Up Operations. 
Environmental monitoring of a Licensed Property required after any environmental clean-up operation
conducted by a Homeport as to any of its Licensed Properties shall be the responsibility of such
Homeport.
(e)     Post PDA Redevelopment. Any contamination that occurred before the
Effective Date but is discovered during planning or construction of a PDA project on a Licensed Property
that requires entering into an EPA or Washington State Department of Ecology Order for investigation
and cleanup shall be the responsibility of the Homeport that owns such Licensed Property, provided

7

however, the Managing Members may choose to approve by vote to contribute to the cost of such cleanup
if it would be advantageous for the PDA.
(f)     Environmental Remediation Associated with Homeport Real Property
Acquisition for PDA Development. If a Homeport acquires real property for PDA business, and that real
property has or is later found to have contamination requiring a cleanup under federal or state law, then
environmental remediation associated with that real property shall be the responsibility of the PDA.
(g)    Habitat Mitigation Cost Allocation.
(i)     Post-Formation Habitat Mitigation. The Homeports expect to develop
advanced and/or mitigation banking credits that could be potentially sold or used by the respective
Homeport(s) and/or the PDA depending on where the development activity impacts occur. These advance
mitigation projects will be managed and paid for by the Homeports in which the advance mitigation
projects are located. 
(ii)     Existing Mitigation Sites. To the extent feasible, ongoing operations
and maintenance costs to maintain existing habitat and public access mitigation sites which were created
to support a Licensed Property shall be the responsibility of the PDA.
(iii)    Future Mitigation Sites. As each Homeport creates advanced mitigation
sites, each will develop a per acre credit fee associated with the total cost-of-ownership, which will
include land value, design, construction, monitoring and long-term operations and maintenance costs.
Each Homeport shall offer the PDA the option to purchase advanced mitigation credits from such
Homeport as needed to mitigate PDA development.
3.3    Post-Formation Improvements. The Managing Members may by vote authorize and
instruct the PDA to acquire or construct, improvements to terminals, other improvements and
infrastructure such as cranes and other fixtures on Licensed Properties as necessary to support PDA
operations ("Post-Formation Improvements"), which Post-Formation Improvements shall be owned by
the PDA. The PDA shall have exclusive control to determine the nature and manner of the use of any
Post-Formation Improvement as well as the responsibility for its maintenance.
3.4    PDA-Owned Personal Property. The Managing Members may by affirmative vote
authorize and instruct the PDA to, or the CEO may, subject to the Delegation of Authority Master Policy,
acquire personal property necessary or useful to support PDA operations ("PDA-Owned Personal
Property"). 
3.5    Annual Budget. The Managing Members shall cause the CEO and other PDA
management to prepare an annual operating budget in coordination with the Homeports' budget
processes and timing requirements as required by law, and PDA policies for consideration and approval
by the Managing Members. 
3.6    Five Year Capital Investment Plan. The Managing Members shall cause the CEO and
other PDA management to annually prepare a Five Year Capital Investment Plan for Licensed Properties
for approval by the Managing Members. Such approval by the Managing Members denotes conceptual
agreement to the Five Year Capital Investment Plan only; any material capital expenditures shall be
subject to Section 3.11.
3.7    Working Capital. Effective as of January 1, 2016, the Managing Members shall make
initial cash capital contributions to the PDA as set forth on Schedule 1 (collectively, "Working
Capital"). The purpose of Working Capital is to provide the PDA with money required for operations.

8

The initial contributions of each Managing Member to Working Capital shall be the aggregate estimated
amount of the working capital reserves as established by the Managing Members, which each Managing
Member shall contribute based on the percentage of each Managing Members' respective Membership
Interest. PDA operating cash flow (cash revenue less cash expenses) shall be a component of Working
Capital and be distributed on a periodic basis not less than quarterly to each Managing Member as more
particularly described in Article IV. Working Capital shall not be diverted for capital projects to Capital
Construction.
3.8    Working Capital Reserve Policy. The Managing Members shall develop a reserve
policy establishing a minimum target fund level for Working Capital. The CEO is directed to notify the
Managing Members if Working Capital drops below such targeted minimum level and shall seek
Managing Members' approval by vote to replenish Working Capital accordingly. The Managing
Members may consider other requests for additional contributions to the PDA, the affirmative approval
of which will require a vote by each Managing Member. 
3.9    No Additional Contributions Without Managing Member Vote. Beyond the initial
contribution to Working Capital and the initial contribution for Capital Construction as provided in
Sections 3.7 and 3.12, no Managing Member shall be required to make any additional contributions to
the PDA without the vote of each Managing Member, which vote may be taken as part of a Capital
Construction project approval or vote to fund Capital Construction. If any such additional contribution is
so approved but is not made by a Managing Member, such failure to make such contribution is
acknowledged to be a material breach under clause (i) of the definition of "Dispute." In addition, without
a vote of the Managing Members, no Managing Member shall be permitted to make any additional
contributions to the PDA. 
3.10   Additional Reserves. Appropriate additional reserves may be determined and charged to
the Managing Members for contingent liabilities, if any, and as agreed to by the Managing Members as
of the date any such contingent liability becomes known to the PDA management or either Managing
Member, and such other reserves determined and agreed to by the Managing Members; provided,
however, that any such reserves shall be charged to the Managing Members pro rata based on their
respective Membership Interests. 
3.11   Capital Expenditures. The CEO shall make recommendations to the Managing
Members regarding any capital expenditures by the PDA but shall not carry out or commit to any such
capital expenditures unless and until such expenditure has been authorized pursuant to the Delegation of
Authority Master Policy.
3.12   Capital Construction. Separate from Working Capital, the PDA shall provide for the
funding of capital expenditures ("Capital Construction") to be funded by a pro rata initial contribution
from each Managing Member based on their respective Membership Interests. Managing Members may
approve by vote contributions to Capital Construction in amounts other than based on each Managing
Members' pro rata respective Membership Interests on a project-specific basis. Requests for funding
Capital Construction shall be based on the CEO's periodic projection of PDA capital project cash flow
needs. Managing Members may consider requests for additional contributions to the PDA, the
affirmative approval of which will require a vote by each Managing Member. Capital Construction shall
be funded by each Managing Member separately and not from Working Capital. Distributions of Capital
Construction funds will be made expressly subject to either (1) Managing Member approval of capital
projects or (2) CEO approval of capital expenditure, where such expenditure is within the levels set in the
Delegation of Authority Master Policy. 
3.13   No Interest on Contributions. No Managing Member shall be paid interest on any of its
contributions.

9

ARTICLE IV 
CASH DISTRIBUTIONS, RESERVES, AND MEMBER BOND OBLIGATIONS 
4.1    Distributions.
(a)    The PDA through the CEO will make distributions of all Distributable Cash to
the Managing Members as soon as practicable after each Calculation Period. Prior to executing any
distribution, the CEO shall provide a report of the planned distribution to the Managing Members. 
(b)    Distributions to the Managing Members of Distributable Cash shall be distributed
pro rata to the Managing Members based on their respective Membership Interests. 
(c)     Distributions of Other Cash may be other than pro rata as approved by the
Managing Members. If the distribution is not consistent with the pro rata Membership Interests, the
distribution will be recalculated at the next re-set date. 
(d)    Notwithstanding any provision to the contrary contained in this Charter, the PDA
shall not make a distribution to any Managing Member if such distribution would violate applicable law.
4.2    Member Bond Obligations.
(a)    Managing Member Bond Obligations. The PDA acknowledges the Managing
Members' debt obligations and their obligations to cause their assets and facilities to be managed in a
manner that will permit them to meet their rate and operating covenants. The Managing Members instruct
the CEO to manage the PDA in a prudent and reasonable manner in support of the Managing Members'
respective bond covenants. The Managing Members shall keep the CEO and PDA management informed
of their respective bond obligations, and shall notify the other Managing Member of any proposed change
to such Managing Member's Master Bond Resolutions as soon as practicable before adoption. Nothing in
this section shall alter the respective share of distributions or revenues of each Managing Member based
on their respective Membership Interest. Nothing in this Charter modifies or alters the obligations of each
Managing Member with respect to its own bond obligations. The PDA does not assume any obligations to
the Managing Members' bond holders.
(b)    Bond Income Calculation. Managing Members shall establish and maintain a
requirement for the PDA to calculate and establish a minimum level of net income from the PDA equal to
the amount currently required for the Homeports to meet their current bond rate covenants ("Bond
Income Calculation"). The Managing Members shall require the Bond Income Calculation to be
reviewed annually as part of the PDA budget process and the Managing Members may adjust the Bond
Income Calculation so long as it does not cause any Managing Member to fail to comply with its rate
covenant. The PDA may not take any action that reasonably would reduce PDA income below the
minimum level established by the Bond Income Calculation unless each Homeport separately votes to
approve that action. Such a vote by each Homeport must occur even if the action is within the CEO's
authority under the Delegation of Authority Master Policy. If net income before depreciation of the PDA
is not sufficient for either Homeport to be in compliance with a rate covenant (as currently described in
each Homeport's Master Bond Resolutions in effect as of the Effective Date), then: 
(i)     Upon that Homeport's request, the PDA shall hire an independent thirdparty
consultant to perform analysis and make recommendations for actions needed to achieve bond
covenant compliance. 


10

(ii)     If the consultant recommends an action that the PDA is unwilling, unable
or refuses to undertake, either Managing Member can require dissolution of the PDA following the
dispute resolution process even if within the Initial Period. 
(iii)    The PDA shall have at least four months to respond, act and or dissolve
following its receipt of the consultant's recommended action, unless a shorter time is required by the
applicable bond covenants. 
(c)     Pledge for Security Purposes. Each Managing Member's respective share of
revenues received by the PDA with respect to the Licensed Properties may be pledged for security
purposes in connection with the respective bond obligations of each of the Managing Members. The PDA
shall cooperate with each Managing Member in connection with their respective bond obligations
(d)    No Adverse Effect on Managing Member Bonds. Any actions proposed to be
taken by the PDA that have a material and adverse effect on either Managing Member's ability to meet its
bond obligations or regulatory compliance must be approved pursuant to this Section 4.2.
(e)     No PDA Debt Issuance. The PDA will not issue bonds or enter into any other
debt instruments or borrow funds from any other entity, including Homeports.
(f)     Management of Bond Proceeds. If a Homeport provides a capital contribution
from proceeds of tax-exempt bonds, the Homeport may manage or cause the PDA to manage the proceeds
in a manner that provides for compliance with applicable regulations.
ARTICLE V 
ACCOUNTING; TAX MATTERS; PDA OPERATIONS 
5.1    No Condemnation Authority or Taxing Authority. As provided in RCW 53.08.[new
section 4], the PDA shall have no power of eminent domain. As provided in ESHB 1170, WA Session
Laws of 2015-6, (RCW 53.08[new section 4]), the PDA shall have no power to levy taxes or special
assessments. 
5.2    Oversight; Accounting Principles; Accounting Period.
(a)    Managing Member Oversight. The Managing Members through the CEO shall
oversee the accounting, tax, and record keeping matters of the PDA, which shall be kept in compliance
with GAAP and applicable laws and regulations.
(b)    Fiscal Year. Unless otherwise determined by the Managing Members, the fiscal
year of the PDA (the "Fiscal Year") shall conclude on December 31st of each calendar year. The taxable
year of the PDA for any applicable state and local tax purposes shall be the same as the PDA's Fiscal
Year unless a different taxable year is required by law. 
5.3    Allocation of Net Income or Losses. For each Fiscal Year, Net Income or Losses, or
items thereof, shall be allocated among the Managing Members pro rata to the Managing Members based
on their respective Membership Interests. 
5.4    Other Allocation Rules. For purposes of determining the Net Income, Losses, or any
other items allocable to any period, Net Income, Losses, and any such other items shall be determined on
a daily, monthly, or other basis, as reasonably determined by the Managing Members using any
permissible method under GAAP.

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5.5    Financial Statements and Reports. 
(a)    The PDA shall comply with all requirements of law and GAAP with respect to its
financial statements. 
(b)    Subject to Section 5.5(a):
(i)     The PDA shall provide to the Managing Members monthly, quarterly,
and annual financial statements of the PDA and such other information as may be reasonably requested
by each Managing Member. Such financial statements shall be delivered to the Managing Members
consistent with current Homeport reporting guidelines.
(ii)     Monthly and quarterly financial statements may be unaudited, but the
annual financial statements shall be audited by an accounting firm selected by the Managing Members. 
(iii)    Monthly and quarterly financial statements shall include an unaudited
consolidated balance sheet as of the end of such period, as well as an unaudited consolidated income
statement and an unaudited statement of cash flows for such period. Yearly financials shall include the
audited consolidated balance sheet as of the end of such year, and a consolidated income statement,
consolidated statement of Managing Members' equity, and a consolidated statement of cash flows of the
PDA for such year. 
(c)     The PDA shall establish any subdivision of funds, accounts, or reports for either
Homeport to manage information associated with the PDA.
5.6    Membership Equity. The PDA shall account for Membership Equity in accordance with
the following: 
(a)    Membership Equity for a Managing Member shall be (i) increased by such
Managing Member's contributions and its share of Net Income, and (ii) reduced by such Managing
Member's share of Losses and Distributions. 
(b)    Maintenance of Membership Equity is intended to comply with joint venture
accounting under GAAP. If the Managing Members determine it is prudent to modify the manner in
which Membership Equity, or any debits or credits thereto, are computed in order to so comply therewith,
the Managing Members may make such modification unless such modification is likely to have a material
effect on the amounts distributable to either Managing Member upon dissolution of the PDA.
(c)     Except upon dissolution of the PDA or as otherwise provided in this Charter, no
Managing Member shall have the right to withdraw from the PDA or to demand or to receive the return of
all or any part of its Membership Equity or its contributions.
5.7    Tax Reports. All tax returns and reports of the PDA shall be prepared at the direction of
the CEO.
5.8    Inspection Rights. The PDA shall, and shall cause its CEO and other PDA management,
employees, auditors, and other agents to afford the officers, commissioners, employees, auditors, and
other agents of the Managing Members or any of their Affiliates, during normal business hours and upon
reasonable advance notice to the PDA, (i) reasonable access at all reasonable times to its management,
employees, auditors, legal counsel, properties, offices, and other facilities and to all books and records
including related financial systems for any purpose reasonably related to such Managing Member's
interest in the PDA, and (ii) the opportunity to consult with PDA management from time to time as such

12

Managing Member or its Affiliates may reasonably request regarding the affairs, finances, and accounts
of the PDA. 
5.9    Elections. Except as otherwise provided in this Charter, all decisions as to accounting
principles, whether for the PDA's books or for tax purposes (and such decisions may be different for
each such purpose) and all elections available to the PDA under applicable tax law, shall be made by the
CEO. However, where that may differ materially from the accounting principles applied by the Managing
Members, the CEO shall consult with the Managing Members' chief financial officers. 
5.10   Tax Audits and Litigation.
(a)    Designation of Tax Matters Person. The CEO is hereby designated as the tax 
matters person ("Tax Matters Person") with respect to the PDA. In such capacity the Tax Matters
Person shall have all of the rights, authority, and power, and shall be subject to all of the obligations,
analogous to those of a tax matters partner to the extent provided in the Internal Revenue Code of 1986,
as amended, and the Treasury Regulations promulgated thereunder; provided, that the exercise of such
rights, authority, and power shall be consistent with all PDA elections and provided further that if any
exercise of such rights has an adverse impact on a Managing Member, the consent of such Managing
Member shall be required.
(b)    Foreign, State, and Local Tax Law. If any foreign, state, or local tax law
provides for a tax matters partner or person having similar rights, powers, authority, or obligations as
described in Section 5.10(a), the CEO shall also serve in such capacity and shall represent the PDA in all
tax audit contest or settlement matters to the extent allowed by law. 
5.11   Tax Classification of the PDA. It is intended that the PDA be classified as a tax exempt 
entity for United States Federal income tax purposes and no election to the contrary may be made. For
purposes of Washington state and local taxation, the PDA shall be classified and treated consistent with
the Port Development Authority Act and the Interlocal Cooperation Act. No Managing Member or CEO
or member of PDA management shall take any action that causes the PDA to be treated, for Federal
income tax purposes, as a taxable corporation or as a partnership for Federal income tax purposes or
otherwise change the exempt status of the PDA or a Managing Member. 
ARTICLE VI 
PDA MANAGEMENT, OFFICERS, AND EMPLOYEES 
6.1    PDA Management.
(a)    The PDA shall be governed by its Managing Members, who will carry out the
provisions of ESHB 1170, WA Session Laws of 2015-6, (RCW 53.08.[new section 4(1-3)]) by overseeing
the business of the PDA as decided by the Managing Members and consulting with and advising the
CEO. The Managing Members reserve to themselves all authority granted to the PDA under state law,
including the authority designated in RCW 53.08, except as expressly delegated to the CEO in this
Charter or in the Delegation of Authority Master Policy. Each Managing Member shall act in such
capacity through its own elected commissions.
(b)    The PDA shall reimburse the Managing Members for all reasonable out-ofpocket
expenses incurred in connection with their attendance at meetings of the Managing Members,
including travel, lodging, and meal expenses, and per diem compensation as allowed by RCW 53.12.260
and as may further be determined by each Managing Member. For purposes of RCW 53.12.260(1),
"performance of other official services or duties on behalf of the Managing Members' port district"

13

includes the participation and action by PDA Managing Members. Payment by the PDA of Managing
Members' international travel requires prior authorization by both Managing Members.
(c)     The CEO will report proposed expenditures for promotion and promotional
hosting as provided in RCW 53.36.120 to the Managing Members as part of the annual budget adoption
under Section 3.5. Expenditures proposed for promotional hosting shall be limited as provided in RCW
53.36.130.
(d)    PDA management and agents holding positions responsible for industrial
development and trade promotion that are authorized to host under the Delegation of Authority Master
Policy are authorized to make expenditures for promotional hosting of all appropriate PDA activities,
subject to the Delegation of Authority Master Policy. Payment by the PDA for Managing Member
hosting requires prior authorization by both Managing Members, which may be authorized as part of the
annual budget approval process.
6.2    Managing Members Meetings.
(a)    The Managing Members shall meet at least quarterly. Managing Members'
meetings shall be open to the public to the extent required by RCW 42.30. The Managing Members shall
establish and file regular meeting dates and times per RCW 42.30.075. Special meetings may be called 
and shall be noticed pursuant to RCW 42.30.080.
(b)    Any vote by a Managing Member referenced in this Charter shall require the vote
of such Managing Member in open session. Approval by each Managing Member is defined as an
affirmative vote of three of the five commissioners of such Managing Member, regardless of quorum. In
any meeting of the Managing Members, a single Managing Member may move to recess the Managing
Members' meeting for the purpose of convening a special public meeting and vote by the port
commission of that Managing Member; provided however, in such case, all appropriate prior public
notice and posting requirements shall have been followed.
(c)     The Managing Members may hold executive sessions to consider matters
enumerated in RCW 42.30 or privileged matters recognized by law, including such confidential sessions
as may be authorized pursuant to a Federal Maritime Commission-approved Discussion Agreement.
Notice of meetings shall be given and meeting agendas published in a manner consistent with the Port
Development Authority Act, RCW 42.30, RCW 42.30.077, this Section 6.2(c), and other applicable state
or federal law. Meetings of the Managing Members may be held at any time at any location specified in
the notice thereof in such place within the State of Washington as allowed by RCW 42.30.
(d)    Managing Members may participate in Managing Member meetings and
executive sessions by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, or by any other means permitted by
law, so long as any public portion of such meeting is open to public attendance.
(e)     Copies of the minutes of the public portion of all regular or special meetings of
the Managing Members shall be available to any person or organization that requests them as required by
state law. 
(f)     The Managing Members shall establish bylaws to guide the procedural protocols
of the Managing Members. 
6.3    CEO Hiring. The Managing Members shall select an initial CEO, who shall perform
duties for the PDA pursuant to an agreement with an initial term of five years. Additional contract

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extension(s) are allowed, if approved by both Managing Members. Such agreement shall set out the CEO
performance expectations, with quantifiable regional metrics where appropriate, and shall provide for not
less than an annual performance evaluation. The Managing Members will undertake the selection of
successor CEOs, which shall require the approval of both Managing Members.
6.4    CEO and Management Dual Role  Acknowledgement and Limit on Term.
Managing Members affirm that initially the Port of Tacoma chief executive officer may also serve as the 
CEO. The Managing Members acknowledge the duality of these responsibilities, for both the CEO and
other PDA executive management team members. The Managing Members require therefore that the
Managing Members, the CEO and other PDA executive team members with dual responsibilities shall,
with all good faith, conduct themselves in an open and transparent manner, disclose any area of potential
or real conflict of interest, and promote the best interests of the PDA. No individual shall hold dual
executive management responsibilities in the PDA for a period of more than five years. If the initial CEO
is replaced before the five year term described above, the Managing Members shall select a new CEO,
who shall be independent from the management of either Homeport.
6.5    CEO Authority. The CEO is the principal executive officer of the PDA, has general
charge and supervision of the business of the PDA, and shall see that all orders, actions, and resolutions
of the Managing Members are carried out. The CEO will be responsible for the executive management of
the PDA, and shall report directly to the Managing Members acting in their governing capacity. The CEO
has the authority to establish the reporting structure within the PDA and to take such actions, subject to
this Charter, as are in accordance with the Delegation of Authority Master Policy, and shall have such
other authority and shall perform such other duties as set forth in this Charter or the Delegation of
Authority Master Policy, or, to the extent consistent with this Charter, such other authorities and duties as
prescribed by the Managing Members. 
6.6    Other Officers. The Managing Members may designate one or more officers of the PDA
management, and shall so designate officers of the PDA as required by law. Any officer so designated
shall have such authority and perform such duties as the Managing Members may, from time to time,
delegate to him or her.
6.7    Removal and Resignation. The CEO and any other officer of the PDA management may
be removed as such, with or without cause, by the Managing Members (subject to any severance
provisions in any applicable agreement with the PDA as to such person), and may resign as such at any
time upon written notice to the PDA. Such resignation shall be made in writing and shall take effect at
the time specified therein or, if no time is specified therein, at the time of its receipt by the PDA. The
acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the
resignation. 
6.8    Fiduciary Duties; Authority.
(a)    The CEO and each other officer of the PDA management shall discharge his or
her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under
similar circumstances, and in a manner the CEO or such other officer reasonably believes to be in the
PDA's best interest. Such duties are intended to be analogous to and may be further defined as the duties
of care and loyalty of such officers in a Washington for profit corporation, or as further defined by
contract between the PDA or specific Managing Member, as applicable, and the CEO which governs the
CEO's duties to the PDA. 
(b)    The Managing Members shall have only the contractual duties to the PDA and to
each other set forth in this Charter, and each Managing Member and the PDA hereby waives and
disclaims any and all fiduciary duties that may be implied to apply pursuant to the relationship created by

15

this Charter. Nothing in this Charter alters or affects the fiduciary or other duties the elected
commissioners and management of each Managing Member have to such Managing Member. 
(c)     No Managing Member acting independently shall have the authority under this
Charter to manage the business and affairs of the PDA or contract for or incur on behalf of the PDA any
debts, liabilities, or other obligations, and no such independent action of a Managing Member will be
binding on the PDA in the absence of any authority from the Managing Members to take such action on
behalf of the PDA. 
ARTICLE VII 
DISPUTE RESOLUTION 
7.1    General. The PDA and the Managing Members waive any right to seek recourse in court
for any dispute regarding the PDA, this Charter, or the transactions or other documents contemplated by
this Charter, and agree that resolution efforts under this Article VII shall be the exclusive remedies
available for resolution of such disputes.
7.2    Notice of Dispute. The resolution procedures in this Article VII may be invoked only for
a Dispute. To invoke such procedures, a Managing Member shall provide written notice of the Dispute to
the other Managing Member (the date on which such notice first becomes effective, the "Dispute Notice
Date").
7.3    Resolution Efforts; Mediation; Arbitration.
(a)       Discussions. The Managing Members shall call a special meeting for the sole
purpose of addressing the Dispute as soon as practicable (and in any event within 15 days) after the
Dispute Notice Date. The Managing Members shall attempt to resolve in good faith such Dispute within
15 days after the date of such special meeting. Such efforts shall consist of discussion of the Dispute by
the Managing Members or by responsible lead representatives of and chosen by each Managing Member. 
(b)      Mediation. If the Dispute is not resolved under Section 7.3(a) above,
thereafter either Managing Member may elect to invoke mediation by a neutral party selected either by
the Managing Members or by such lead representatives. If mediation is invoked, the Managing Members
agree to submit such Dispute to mediation under any format or rule to which the Managing Members
mutually agree, and if no agreement can be reached, then in accordance with the Comprehensive
Arbitration Rules of JAMS, The Resolutions Experts (a provider of dispute resolution services) (the
"JAMS Rules"). The Managing Members may use any mediator upon whom they mutually agree. The
cost of any mediator shall be paid by the PDA, unless the Managing Members agree otherwise. 
7.4    Deadlocked Dispute. If the Managing Members are unable to resolve a Dispute under
Section 7.3(b) (Mediation) above within 60 days after the Dispute Notice Date (the "Mediation
Period"), then either Managing Member may declare that such Dispute has become a deadlocked
Dispute. For any deadlocked Dispute, subject to Sections 7.5 and 7.6, the PDA shall continue to conduct
its business without engaging in expenditures or other new activity associated with such Dispute. 
7.5    Arbitration.
(a)    If the Managing Members are unable to resolve the Dispute under Section 7.3(b) 
(Mediation) above within the Mediation Period and such Dispute relates to a Licensed Property
Agreement or to distribution matters upon dissolution pursuant to Section 10.3, then, within 60 days after
the Mediation Period, either Managing Member may elect that such Dispute be submitted to, and settled
by, binding arbitration under this Section 7.5. If the Managing Members are unable to agree upon the

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format and rules for such arbitration within 75 days after the applicable Dispute Notice Date, the JAMS
Rules shall apply to such arbitration. If the Managing Members are unable to agree on an arbitrator able
to conduct arbitration in Washington within 90 days after the applicable Dispute Notice Date, the
Managing Members shall request that JAMS furnish to each Managing Member a list of three such
potential arbitrators, who shall be former federal court judges, and each Managing Member may each
strike one name, thereby nominating the remaining person as the arbitrator. If more than one name
remains as of 100 days after the Dispute Notice Date, JAMS may choose the arbitrator from the list of
remaining names. 
(b)    Any arbitration decision shall be in writing, binding and shall specify the factual
and legal basis for the decision. Judgment upon any decision rendered by the arbitrator may be entered in
any court with jurisdiction. The arbitrator shall expeditiously resolve the applicable Dispute with
reference to the intent of the Managing Members and the PDA in entering into the Licensed Property
Agreement at issue, with the aim that such intent be fulfilled as completely as possible. 
7.6    Dissolution. If, after following the procedures set forth in Section 7.3, no resolution of a
Dispute is reached, and only after the expiration of a period of 20 years after the PDA Effective Date (the
"Initial Period"), then, after two special meetings in open session regarding such Dispute with a
comment period between such special meetings of at least 30 days, either Managing Member may elect
(by vote) that the PDA be wound up and dissolved in accordance with this Charter.
ARTICLE VIII 
MANAGING MEMBER REPRESENTATIONS AND WARRANTIES 
8.1    Representations and Warranties of the Managing Members. Each Managing Member
hereby represents and warrants to each other Managing Member and to the PDA that on the date hereof: 
(a)    Existence; Authority; Enforceability. Such Managing Member has the
necessary power and authority to enter into this Charter and to carry out its obligations hereunder. Such
Managing Member is duly organized and validly existing under the laws of the State of Washington, and
the execution of this Charter, and the consummation of the transactions contemplated herein, have been
authorized by all necessary corporate or other action, and no other act or proceeding, corporate or
otherwise, on its part is necessary to authorize the execution of this Charter or the consummation of any
of the transactions contemplated hereby. This Charter has been duly executed by such Managing Member
and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms,
subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and
other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law), and any implied covenant of good faith and fair dealing.
(b)    Absence of Conflicts. The execution and delivery by such Managing Member of
this Charter and the performance of its obligations hereunder do not and will not (i) conflict with, or result
in the breach of, any provision of the constitutive documents of such Managing Member; (ii) result in any
violation, breach, conflict, default, or event of default (or an event that with notice, lapse of time, or both,
would constitute a default or event of default), or give rise to any right of acceleration or termination or
any additional payment obligation, under the terms of any material contract, agreement, or permit to
which such Managing Member is a party or by which such Managing Member's assets or operations are
bound or affected that would have a material adverse effect on the PDA and its operations as
contemplated in this Charter; or (iii) violate, in any material respect, any law applicable to such Managing
Member or the PDA. 
(c)     Consents. Other than the consent of the Federal Maritime Commission and any
consents that have already been obtained, no consent, waiver, approval, authorization, exemption,

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registration, license, or declaration is required to be made or obtained by such Managing Member in
connection with (i) the execution, delivery, or performance of this Charter or (ii) the operation of the PDA
as contemplated herein. 
8.2    Entitlement to Rely on Representations and Warranties. The foregoing
representations and warranties may be relied upon by the PDA, and by the other Managing Member, in
connection with the entering into of this Charter.
ARTICLE IX 
EXCULPATION AND INDEMNIFICATION 
9.1    Exculpation of Covered Persons.
(a)    Exculpation. Except as otherwise provided by the Port Development Authority
Act and this Charter and any other agreement contemplated herein, the debts, obligations, and liabilities
of the PDA, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and
liabilities of the PDA, and no Covered Person shall be obligated personally for any such debt, obligation,
or liability of the PDA solely by reason of being a Covered Person. This Charter is not intended to, and
does not, create or impose any fiduciary duty on any Covered Person other than as set forth in
Section 6.8(a).
(b)    Standard of Care. No Covered Person shall be liable to the PDA or any other
Covered Person for any loss, damage, or claim incurred by reason of any action taken or omitted to be
taken by such Covered Person in good-faith reliance on the provisions of the Port Development Authority
Act or this Charter, so long as such action or omission does not constitute fraud, gross negligence, bad
faith, or willful misconduct by such Covered Person.
(c)     Good Faith Reliance. A Covered Person shall be fully protected in relying in
good faith upon the records of the PDA and upon such information, opinions, reports, or statements
(including financial statements and information, opinions, reports, or statements as to the value or amount
of the assets, liabilities, net income, or net losses of the PDA or any facts pertinent to the existence and
amount of assets from which distributions might properly be paid) of the following Persons or groups:
(i) the other Managing Member; (ii) the CEO or one or more officers or employees of the PDA; (iii) any
attorney, independent accountant, appraiser, or other expert or professional employed or engaged by or on
behalf of the PDA; or (iv) any other Person selected in good faith by or on behalf of the PDA, in each
case as to matters that such relying Person reasonably believes to be within such other Person's
professional or expert competence. 
9.2    Indemnification.
(a)    To the fullest extent permitted by the Port Development Authority Act or other
applicable law and including as subject to any requirements of RCW 4.96.041, if applicable, as the same
now exists or may hereafter be amended, substituted, or replaced (but, in the case of any such
amendment, substitution, or replacement only to the extent that such amendment, substitution, or
replacement permits the PDA to provide broader indemnification rights than permitted to the PDA to
provide prior to such amendment, substitution, or replacement), and subject further to the provisions of
Section 9.2(b), the PDA: 
(i)     shall indemnify, hold harmless, defend, pay and reimburse any Special
Covered Person for Damages, subject to compliance with and the requirements of RCW 4.96.041, and


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(ii)     may indemnify, hold harmless, defend, pay, and reimburse any Covered
Person (other than Special Covered Person) against any and all Damages. 
(b)    The indemnification provisions of Section 9.2(a) require that such Special
Covered Person or Covered Person became subject to such Damages by reason of: 
(i)     Any act or omission or alleged act or omission performed or omitted to
be performed on behalf of the PDA or any Managing Member in connection with the business of the
PDA; or 
(ii)      The fact that such Person is or was acting in connection with the
business of the PDA as CEO or other employee or agent of the PDA, any Managing Member, or any of
their respective controlling Affiliates, or that such Person is or was serving at the request of the PDA as a
partner, member, manager, director, officer, commissioner, or agent of any Person including the PDA;
such Person acted in good faith, in compliance with this Charter and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful, and (2) such Person's conduct
did not constitute fraud, gross negligence, bad faith, willful misconduct, or knowing violation of law, in
either case as determined by a final, nonappealable order of a court of competent jurisdiction. In
connection with the foregoing, the termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that such Person did not act in good faith or, with respect to any criminal proceeding, had
reasonable cause to believe that such Person's conduct was unlawful, or that such Person's conduct
constituted fraud, gross negligence, or willful misconduct.
(c)     Reimbursement. The PDA may promptly reimburse (and/or advance to the
extent reasonably required) each Special Covered Person or Covered Person for reasonable legal or other
expenses (as incurred) of such Person in connection with investigating, preparing to defend, or defending
any claim, lawsuit, or other proceeding relating to any Damages for which such Person may be
indemnified pursuant to this Section 9.2; provided that if it is finally judicially determined that such
Person is not entitled to the indemnification under this Section 9.2, then such Person shall promptly
reimburse the PDA for any reimbursed or advanced expenses. 
(d)    Indemnity Process Not Exclusive. The process to seek indemnification
provided by this Section 9.2 shall not be deemed exclusive of any other rights to indemnification to which
those seeking indemnification may be entitled under any agreement or otherwise. The provisions of this
Section 9.2 shall continue to afford a process to seek protection to each Covered Person regardless of
whether such Covered Person remains in the position or capacity pursuant to which such Covered Person
became entitled to seek indemnification under this Section 9.2 and shall inure to the benefit of the
executors, administrators, legatees, and distributees of such Covered Person. 
(e)     Insurance. To the extent available on commercially reasonable terms, the PDA
may purchase, at its expense, insurance to cover Damages covered by the foregoing indemnification
provisions and to otherwise cover Damages for any breach or alleged breach by any Covered Person of
such Covered Person's duties in such amount and with such deductibles as the Managing Members may
determine; provided that the failure to obtain such insurance shall not affect the right to seek
indemnification of any Covered Person under the indemnification provisions contained herein, including
the right to be reimbursed or advanced expenses or otherwise indemnified for Damages hereunder. If any
Covered Person recovers any amounts in respect of any Damages from any insurance coverage, then such
Covered Person shall, to the extent that such recovery is duplicative, reimburse the PDA for any amounts
previously paid to such Covered Person by the PDA in respect of such Damages. 

19

(f)     Funding of Indemnification Obligation. Notwithstanding anything contained
herein to the contrary, any indemnity by the PDA relating to the matters covered in this Section 9.2 shall
be provided out of and to the extent of PDA assets only, and no Managing Member shall have liability on
account thereof or shall be required to make additional Capital Contributions to help satisfy such
indemnity by the PDA.
(g)    Savings Clause. If this Section 9.2 or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the PDA may nevertheless indemnify and hold
harmless each Covered Person pursuant to this Section 9.2 to the fullest extent permitted by any
applicable portion of this Section 9.2 that shall not have been invalidated and to the fullest extent
permitted by applicable laws or regulations.
(h)    Amendment. The provisions of this Section 9.2 shall be binding between the
PDA, on the one hand, and each Covered Person who served in such capacity at any time while this
Section 9.2 is in effect, on the other hand, pursuant to which the PDA and each such Covered Person
intend to be legally bound. No amendment, modification or repeal of this Section 9.2 that adversely
affects the rights of a Covered Person to seek indemnification for Damages incurred or relating to a state
of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate
or reduce such Covered Person's entitlement to seek indemnification for such Damages without the
Covered Person's prior written consent, unless prohibited by state law.
ARTICLE X 
DISSOLUTION, LIQUIDATION, AND TERMINATION 
10.1   Managing Member Dissolution Actions. No Managing Member shall take any action to
dissolve, terminate, or liquidate the PDA (other than in connection with an agreement pursuant to
Section 10.2(a)(i) or an election pursuant to Section 10.2(a)(ii)) or to require re-valuation, apportionment,
appraisal or partition of the PDA or any of its assets, or to file a bill for an accounting, except as
specifically provided in this Charter, and each Managing Member, to the fullest extent permitted by
applicable law, hereby waives any rights to take any such actions under applicable law, including any
right to petition a court for judicial dissolution.
10.2   Events Causing Dissolution.
(a)    The PDA shall be dissolved and its affairs shall be wound up upon the first of the
following to occur: 
(i)     a determination by both Managing Members to dissolve the PDA;
(ii)     the election by a Managing Member that the PDA be dissolved upon the
declaration by a Managing Member (after following the procedures set forth in Article VII, including the
condition that the Initial Period must have first elapsed) that there is a deadlocked Dispute; 
(iii)    A dissolution called by a Managing Member at any time as provided in
Section 4.2(b)(ii), relating to its bond obligations, subject to compliance with the processes outlined in the
Section 4.2(b)(ii) to achieve bond covenant compliance if possible including exhausting the Dispute
Resolution process of Article VII.
(iv)    And any dissolution required by operation of law. 
(b)    Dissolution of the PDA shall be effective as of the day on which the event occurs
giving rise to the dissolution, but the PDA shall not terminate until there has been a winding up of the

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PDA's business and affairs, and the PDA's assets have been distributed as provided in Section 10.3 and
under law. 
10.3   Distribution.
(a)    Properties. In the event of dissolution of the PDA, and as part of the wind down
process, the CEO shall present a full account of the Licensed Properties, Post-Formation Improvements,
PDA-Owned Personal Property, and liabilities of the PDA to the Managing Members. The Managing
Members shall direct the CEO to hire an independent third party consultant to calculate the values for
each Licensed Property and Post-Formation Improvement using the formulas described in this
Section 10.3(a), which shall determine the credits/debits due to the Managing Members upon dissolution,
provided however, all such credit/debit allocations may be revised by vote of the Managing Members. 
(i)     Licensed Properties and Post-Formation Improvements. The PDA
shall through its CEO relinquish all operation, use, and management of each Licensed Property and Post-
Formation Improvement back to the Managing Member that owns the applicable Licensed Property, and
authorizes the CEO to execute all instruments to accomplish same. 
(A)    For Licensed Property that was leased and where the original
lease commenced before the Effective Date and remains substantially intact (with no subsequent
amendments materially affecting cash flows), the Homeport where such Licensed Property is not located
shall receive a final valuation credit in an amount equal to that Homeport's Membership Interest in the net
book value of any Post-Formation Improvements located on that Licensed Property.
(B)    For Licensed Property with lease(s) that were entered into after
the Effective Date, the Homeport where the Licensed Property is not located shall receive a final
valuation credit in an amount equal to that Homeport's Membership Interest in the net present value of
the remaining lease cash flows, over the remaining lease term (excluding extension options).
(C)    For Licensed Property with lease(s) that were in existence as of
the Effective Date and that were amended after the Effective Date resulting in materially affected positive
cash flow (including term extensions) after the Effective Date the Homeport where the Licensed Property
is not located shall receive a final valuation credit in an amount equal to the greater of (1) that
Homeport's Membership Interest in the net book value of any Post-Formation Improvements on that
Licensed Property, and (2) that Homeport's Membership Interest in the net present value of the difference
between the amended lease cash flows and the original lease cash flows, over the remaining lease term
(excluding extension options).
(D)    For Licensed Property that is vacant or not under long-term lease
upon dissolution, the Homeport where such Licensed Property is not located shall receive a final
valuation credit in an amount equal to that Homeport's Membership Interest in the net book value of any
Post-Formation Improvements located on that Licensed Property.
(E)    For Licensed Property with lease(s) that were in existence as of
the Effective Date and that were amended after the Effective Date resulting in materially affected
negative cash flow (including term reduction) after the Effective Date, the Homeport where the Licensed
Property is located shall receive a final valuation credit in an amount equal to that Homeport's
Membership Interest in the net present value of the difference between the amended lease cash flows and
the original lease cash flows, over the remaining lease term (excluding extension options).


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(ii)     PDA-Owned Personal Property. Each Managing Member shall give
notice to the other Managing Member of any of the tangible PDA-Owned Personal Property that such
Managing Member desires be distributed to it. 
(A)    If neither Managing Member wants a specified item of PDAOwned
Personal Property and Section 10.3(a)(ii)(C) below does not apply, then the Managing Members
shall dispose of such PDA-Owned Personal Property through the statutory process for surplusing of
personal property pursuant to ESHB 1170, WA Session Laws of 2015-6, (RCW 53.08.[new section(s)]).
(B)    If only one Managing Member wants a specified item of PDAOwned
Personal Property, then the Managing Members shall surplus such PDA-Owned Personal Property
to such Managing Member at its fair market value. 
(C)    If both Managing Members want a specified item of PDAOwned
Personal Property, and fail to agree as to which Managing Member shall receive such PDAOwned
Personal Property, then the Managing Members shall dispose of such PDA-Owned Personal
Property through the statutory process for surplusing of personal property pursuant to ESHB 1170, WA
Session Laws of 2015-6, (RCW 53.08.[new section(s)]).
(iii)    The Managing Members shall dispose of the PDA's intangible assets
using equitable apportionment principles if not possible to dispose of such items on a pro rata basis in
accordance with Membership Interests. 
(b)    Payment of Liabilities; Reserve for Contingencies. Before any distribution of
any PDA-Owned Personal Property to the Managing Members or the distribution of any proceeds from
the sale of any PDA-Owned Personal Property to the Managing Members pursuant to this Section 10.3,
the PDA shall first pay the debts and liabilities of the PDA and the expenses of liquidation and establish
any reserve that the Managing Members shall deem reasonably necessary for any anticipated liabilities or
obligations of the PDA, including liabilities pursuant to PDA agreements not otherwise transferred in
connection with the winding up of the PDA (collectively, "Contingencies"). Such reserve may be paid
over by the Managing Members to any attorney-at-law, or acceptable party, as escrow agent, to be held
for disbursement to payment of any Contingencies and, at the expiration of such period as shall be
deemed advisable by the Managing Members for distribution of the balance in the manner hereinafter
provided in this Section 10.3. The establishment of such reserve may also involve the use of a liquidating
trust, bonds, and tail period insurance coverage. After the application of Section 10.3(a), any remaining
cash shall be distributed to the Managing Members in accordance with Membership Equity after making
the allocations provided for in Section 10.3(c) and adjusting Membership Equity for any distributions or
sales pursuant to Section 10.3(a).
(c)     Other. Net Income and Losses shall be determined for the period of winding up
(including any amounts attributable to the sale or distribution of assets set forth in this Section 10.3 and
allocated in accordance therewith). No Managing Member shall have an obligation to make a contribution
or additional contribution to restore any negative balance in its Membership Equity, with the exception of
any amounts owed by one Managing Member to the other for amounts owed to reconcile values of Post-
Formation Improvements as provided in Section 10.3(a)(i).
10.4   Accounting on Liquidation. Upon liquidation of the PDA, a proper accounting shall be
made by the PDA's accountants of the PDA's assets, liabilities, and results of operations through the last
day of the month in which the PDA is terminated. Allocations of Net Income and Losses upon liquidation
of the PDA shall be as provided in Section 10.3.

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10.5   Termination. At such time as the distributions provided for in Section 10.3 have been
made, the PDA and this Charter shall terminate. Upon the termination of this Charter, no party shall have
any liability or obligation to any other party hereunder, provided that: 
(a)    termination of this Charter shall not relieve a party from liability for any breach
of this Charter on or before the date of termination,
(b)    Article IX shall survive termination of this Charter in accordance with its terms,
and
(c)     the provisions of Section 5.10 shall survive the dissolution of the PDA and shall
remain binding on all Managing Members for a period of time necessary to resolve with the applicable
taxing authorities all matters (including any litigation) regarding state or local taxation, as the case may
be, of the PDA,
ARTICLE XI 
MISCELLANEOUS 
11.1   Records. The books and records of the PDA shall be available for inspection by the
Managing Members at any appropriate office and place of business of the PDA. The PDA shall maintain
its records in a manner consistent with RCW 40.14 and in compliance with RCW 42.56, the Public
Records Act ("PRA"). The PDA shall by resolution adopt and enforce PRA rules and regulations as
deemed necessary or advisable by the Managing Members and shall appoint a public records officer for
the PDA. 
11.2   Third Party Beneficiaries. Except as provided in Article IX, this Charter does not create
any rights, claims, or benefits inuring to any Person that is not a party hereto, and it does not create or
establish any third party beneficiary hereto.
11.3   Binding Effect. Except as otherwise provided in this Charter to the contrary, this Charter
shall be binding upon and inure to the benefit of the Managing Members, and their legal representatives,
successors, and permitted assigns. 
11.4   Severability. If any provision of this Charter shall be held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby. The Managing Members agree to use good faith efforts to replace such
invalid or unenforceable provision of this Charter with a valid and enforceable provision that will
achieve, to the extent possible, the purposes of such invalid or unenforceable provision. If the Managing
Members cannot reach a mutually agreeable and enforceable replacement for such invalid, illegal, or
unenforceable provision, the balance of the Charter shall be interpreted as if such provision were so
excluded so as reasonably to effectuate the intent of the Managing Members. 
11.5   Notices. Unless otherwise specified herein, all notices, consents, approvals, reports,
designations, requests, waivers, elections, and other communications authorized or required to be given
pursuant to this Charter shall be in writing and shall be given or made (and shall be deemed to have been
duly given or made upon receipt) by personal hand-delivery, by facsimile transmission, by electronic
mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt
requested, or by air courier guaranteeing overnight delivery, sent to the addresses on Schedule 3 hereto
(as such may be updated by notice from time to time).


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11.6   Usage Generally; Interpretation.
(a)    The captions and headings of this Charter are for convenience of reference only
and shall not affect the interpretation of this Charter. 
(b)    The meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.
(c)     The words "hereof," "herein," "hereunder," and similar words refer to this
Charter as a whole and not to any particular provision of this Charter.
(d)    The term "including" is not limiting and means "including but not limited to."
(e)     Whenever the context requires, any pronouns used herein shall include the
corresponding masculine, feminine, or neuter forms.
(f)     All references herein to Articles, Sections, recitals, paragraphs, Exhibits, and
Schedules shall, unless the context requires a different construction, be deemed to be references to the
Articles, Sections, recitals, paragraphs, Exhibits, and Schedules of this Charter. 
(g)    Any statute or law defined or referred to herein means such statute or law as from
time to time amended, modified, or supplemented, including by succession of comparable successor
statutes.
11.7   Entire Agreement. This Charter embodies the entire charter of the PDA and supersedes
all prior agreements and understandings between the Managing Members with respect to the subject
matter hereof. 
11.8   Counterparts. This Charter may be executed in any number of counterparts, including
by electronic transmission or facsimile, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
11.9   Amendments. The terms and provisions of this Charter may only be modified or
amended at any time and from time to time by mutual agreement of the Managing Members. 
11.10  Further Assurances. Each Managing Member shall execute and deliver any additional
documents and instruments and perform any additional acts that the Managing Members determine to be
necessary or appropriate to effectuate and perform the provisions of this Charter.
11.11  Governing Law.
(a)    Governing Law. This Charter shall be governed and construed in accordance
with the laws of the State of Washington, without regard to the conflicts of law principles thereof.
Generally, in the event of a conflict, the following sources of authority shall prevail in descending order
of supremacy: (i) Federal law and regulation, including those of the Federal Maritime Commission;
(ii) state law and regulation, including the Joint Powers, the Port Development Authority Act, and the
Interlocal Cooperation Act; (iii) this Charter; (iv) any policies of the PDA, including the Delegation of
Authority Master Policy. 
(b)    Waiver of Jury Trial. Each of the parties to this Charter acknowledges and
agrees that any controversy arising under this Charter is likely to involve complicated and difficult issues.
As a result each party to this Charter irrevocably and unconditionally waives any right that such party

24

may have to resort to the Courts for a judicial remedy and to a trial by jury in respect to litigation arising
out of this Charter or any of the transactions related hereto. Each party to this Charter understands and has
considered the implications of this waiver and makes this waiver voluntarily. 
11.12  Registered Office. The registered office of the PDA in the State of Washington is PO
Box 2985, Tacoma, WA 98401-2985. The PDA shall by resolution designate a registered agent
appointed to accept service of process and the name, address, and business hours of the PDA office of
risk management for purposes of claims pursuant to RCW 4.92. 
11.13  Fees and Expenses. Except as specifically set forth herein, each Managing Member shall
be responsible for its pro rata portion, in accordance with its Membership Interests, of any legal and other
fees and expenses incurred by such party in connection with the negotiation and preparation of this
Charter and the transactions contemplated hereby. 
11.14  Waivers. No waiver of any breach of any of the terms of this Charter shall be effective
unless such waiver is made expressly in writing and executed and delivered by the party against whom
such waiver is claimed. No waiver of any breach shall be deemed to be a further or continuing waiver of
such breach or a waiver of any other or subsequent breach. Except as otherwise expressly provided
herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power, or
remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver
thereof, nor shall any single or partial exercise of such right, power, or remedy by such party preclude
any other or further exercise thereof, or the exercise of any other right, power, or remedy.
11.15  Dispute Resolution Process Sole Remedy. It is hereby agreed and acknowledged that it
will be impossible to measure in money the damages that would be suffered if the parties fail to comply
with any of the obligations herein imposed on them and that, in the event of any such failure, an
aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Therefore,
parties agree that all disputes are subject to the dispute resolution provisions of Article VII.
[remainder of page intentionally blank]









25

THE NORTHWEST SEAPORT ALLIANCE CHARTER SIGNATURE PAGE 
IN WITNESS HEREOF, the Managing Members, and, for purposes of Section 4.2,
Section 5.5, Section 5.8, Section 11.15, Article VII, and Article IX, the PDA, have duly executed this
Charter as of the date first above written. 
PORT OF SEATTLE & PORT OF TACOMA COMMISSIONS: 
Port of Seattle                         Port of Tacoma 
_____________________________________   ____________________________________
Commissioner Co-Chair                 Commission Co-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

PDA- THE NORTHWEST SEAPORT ALLIANCE, A WASHINGTON PORT DEVELOPMENT
AUTHORITY, MANAGING MEMBERS: 
Port of Seattle 
Port of Tacoma 
_____________________________________
Commissioner Co-Chair                 ____________________________________
Stephanie Bowman                   Commission Co-Chair 
Donald C. Johnson 
_____________________________________
Commissioner Co-Chair                 ____________________________________
Courtney Gregoire                     Commissioner Connie Bacon
_____________________________________   ____________________________________
Commissioner John Creighton              Commissioner Dick Marzano 
_____________________________________   ____________________________________
Commissioner Tom Albro               Commissioner Don Meyer 
_____________________________________   ____________________________________
Commissioner Bill Bryant                Commissioner Clare Petrich

SCHEDULE 1 
CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS 

Amount of Initial Cash  Amount of Additional
Name        Capital Contributions1   Capital Contributions   Membership Interests 
$ 25,500 million            0               [50]% 
Port of Tacoma 
$ 25,500 million.            0               [50]% 
Port of Seattle 
Total        $ 51,000 million            0               100% 













1 Such amounts were determined by the Managing Members to establish equal initial Membership
Interests after taking into account the valuations of the Licensed Properties as set forth in Schedule 2.

SCHEDULE 2 
LICENSED PROPERTIES 
AND MAPS 
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

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 MAPS attached.

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

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

SCHEDULE 3 
ADDRESSES OF PDA AND MANAGING MEMBERS 

PDA                      PO Box 2985, Tacoma, WA 98401-2985 
Port of Tacoma                     1 Sitcum Plaza, Tacoma, WA 98421 
Port of Seattle                          P.O. Box 1209, Seattle, WA 98111

EXHIBIT A 
Delegation of Authority Master Policy 
Table of Contents 
1.  Preamble .................................................................................................................. 5 
a.  Roles and Responsibilities of the Alliance ............................................................. 5 
b.  Relationship between the Alliance Managing Members and the Alliance Executive
(CEO) .......................................................................................................................... 5 
2.  Overview of the Administrative Authority of the Alliance CEO .................................. 6 
a.  Roles and Responsibilities of the CEO .................................................................. 6 
3.  CEO Powers Delegated by Charter. ......................................................................... 6 
a.  Article 1.5(a). Filing of Certificates. ........................................................................ 7 
b.  Article 1.5(e) Actions Required to Do Business. .................................................... 7 
c.  Article 3.1(a)(i) Regular Distributions. ................................................................... 7 
d.  Article 4.2(a). Accounting, Tax, and Record Keeping. ........................................... 7 
e.  Article 4.6 Tax Reports .......................................................................................... 7 
f.   Article 4.8 Elections ............................................................................................... 7 
g.  Article 4.9 Tax Audits and Litigation ...................................................................... 8 
h.  Article 5.4 CEO Authority ....................................................................................... 8 
i.    Article 9. 3(a) and (b). Dissolution/Termination. .................................................... 8 
4.  Definitions ................................................................................................................. 9 
a.  Alliance .................................................................................................................. 9 
b.  Annual Capital Investment Plan ............................................................................ 9 
c.  Approval ................................................................................................................ 9 
d.  Authorization ......................................................................................................... 9 
e.  Chief Executive Officer (CEO) ............................................................................... 9 
f.   Claim ..................................................................................................................... 9 
g.  Emergency .......................................................................................................... 10 
h.  Goods and Services ............................................................................................ 10 
i.    Homeport............................................................................................................. 10 
j.    Indefinite Delivery Indefinite Quantity Contract .................................................... 10 
k.  Interlocal Agreement ........................................................................................... 10 
l.    Managing Members ............................................................................................. 10 
m.  Normal Alliance Operations ................................................................................. 10 
n.  Normal Operating Expense ................................................................................. 11 
o.  Personal Services ............................................................................................... 11 
p.  Project ................................................................................................................. 11 
q.  Professional Services .......................................................................................... 12 
r.   Public Work ......................................................................................................... 12 
s.  Service Agreements ............................................................................................ 12 
5.  General Provisions ................................................................................................. 12 
6.  Planning and Budget Implementation ..................................................................... 12 
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a.  Long-Range Business Plans ............................................................................... 12 
b.  Administering Normal Alliance (Day-to-Day) Operations ..................................... 12 
c.  Funding of Projects ............................................................................................. 13 
7.  Policies Governing Real Property ........................................................................... 13 
a.  General Provisions for Real Property and Non-Real Property Agreements ........ 13 
b.  Rental/Leasing Agreements ................................................................................ 14 
c.  Alliance Grants of Covenants and Easements .................................................... 15 
d.  Easements for the Alliance Use of the Property of Others .................................. 16 
e.  Agreements (Other than Easements) for the Alliance Use of Real Property Owned
by Others ................................................................................................................... 16 
8.  Policies Governing Authorization for Projects, Contracting, Procurement and
Emergencies ........................................................................................................... 16 
a.  Interlocal Agreements.......................................................................................... 16 
b.  Public Works Projects.......................................................................................... 16 
c.  Non-Public Works Projects .................................................................................. 18 
d.  State and Federal Environmental Remediation Agreements ............................... 18 
e.  Project and Contract Reporting ........................................................................... 18 
f.   Professional Services Contracts .......................................................................... 19 
g.  Personal Services Contracts ............................................................................... 19 
h.  Purchased Goods and Services .......................................................................... 20 
i.    Contracting Authority for Entering Agreements with Utilities and Annual Software
Fees and Licenses ..................................................................................................... 21 
j.    Authorization for Emergency Work ...................................................................... 21 
9.  Policies Governing Financial Activities ................................................................... 21 
a.  Management of Alliance Funds ........................................................................... 21 
b.  Alliance Expenditures for Travel, Hosting, and Memberships ............................. 22 
c.  Managing Uncollectable Accounts ...................................................................... 23 
d.  Acceptance of Grant Funding .............................................................................. 23 
e.  Insurance Programs ............................................................................................ 24 
f.   Sale of Personal Property .................................................................................... 24 
g.  Payment of Statutory Expenditures ..................................................................... 24 
10. Legal Services, Claims and Other Representation ................................................. 25 
a.  Litigation Policy and Procedures ......................................................................... 25 
b.  Retaining Independent Counsel/Experts/Investigators ........................................ 25 
c.  Settlement of Claims ........................................................................................... 25 
11. Issuance of Tariffs .................................................................................................. 25 
12. Policies and Procedures ......................................................................................... 25 
13. Actions Previously Approved By The Commissioners And Executives Of The Ports
Of Tacoma And Seattle .......................................................................................... 26 
14. Non-Discrimination and Equal Opportunity ............................................................. 26 

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1.  PREAMBLE 
a.  Roles and Responsibilities of the Alliance 
i.   The primary mission of the Alliance is to act as the exclusive operator and
manager of Alliance cargo and terminal properties for the Ports. The purpose
of the Alliance is to promote and assist economic development of the
Managing Members' marine cargo operations with an emphasis on unified
business retention and recruitment, coordinated enhancement of the value of
marine cargo assets, improved intermodal rail service, improved freight
capabilities, and the general promotion of maritime economic development
and other related Port business activity. 
ii.   The Alliance oversees operations and capital investments; optimizes the
value of marine cargo assets; grows cargo volumes and protects market
share for the benefit of the region and state; manages overall terminal
capacity, through coordinated investment strategies; provides enhanced job
prospects for the Managing Members' labor and business partners; and
achievesoverall financial returns that not only enable reinvestment but also 
provide additional financial returns for each Managing Member. 
b.  Relationship between the Alliance Managing Members and the Alliance
Executive (CEO) 
i.   It is the Managing Members' responsibility to establish Alliance policies, hold
the CEO responsible for the implementation of such policies, and to
authorize the expenditures of public funds to implement those policies. It is
the CEO's responsibility to implement the policies  and to  inform the
Managing Members on how the policies will be implemented. 
ii.   The operations and affairs of the Alliance are managed by the two port
districts as members of the Port Development Authority and via the Charter
for the Alliance. Each port district member shall act in such capacity through
its own elected commissioners. All statutory powers and authority of the
Alliance not delegated herein are retained by the Managing Members.
iii.   The Managing Members and the CEO shall regularly inform and consult
each other on the execution of Alliance policies, operations, and information
relevant to Managing Members oversight. Public oversight is inherent in the
Managing Members' role. Oversight cannot be delegated away, and nothing
in this Delegation of Authority Master Policy shall be construed as doing so. 
iv.   The Managing Members may at any time rescind or suspend all or any
portions of the delegated authority conferred upon the CEO under this
Resolution by further resolution passed in a public meeting.


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2.  OVERVIEW OF THE ADMINISTRATIVE AUTHORITY OF THE ALLIANCE CEO 
a.  Roles and Responsibilities of the CEO 
i.   The CEO derives authority from the Managing Members, and is responsible
for carrying out the Managing Members' policies. 
ii.   The  CEO  serves  as  primary  spokesperson  for  Alliance  operations  and 
management. 
iii.   The  CEO  retains  professional  staff,  and  will  promulgate  policies  and
procedures that create administrative, monetary, and contractual delegations
of Managing Member-granted authority as may be appropriate. 
iv.   Subject to the limitations identified in this Delegation of Authority Master
Policy, the CEO shall be responsible for: 
1.   Operation, maintenance, administration, and use of the Alliance's
terminals, properties, and facilities; 
2.   Implementation of construction work and alterations, repairs and
improvements  to real estate and physical facilities controlled and
operated by the Alliance;
3.   Administration of day-to-day normal Alliance operations which may
include personnel administration, task and project assignments, hiring,
firing, discipline, and training; 
4.   Applying for permits associated with Alliance facilities or projects; 
5.   Application for and acceptance of grants or other funds from federal,
state, or local governments, subject to the approval of Managing
Members if required per Sections 9.d. herein;
6.   Delivery of services essential to the Alliance's mission; financial and
accounting related matters; legal matters; and all other administrative
matters.
3.  CEO POWERS DELEGATED BY CHARTER.
Pursuant to the below-referenced Articles/sections of the Charter, the Managing
Members acknowledge the following delegations to the CEO. In the event of any
lawful modification to the Charter which affects the Articles/sections below, the
Charter provision shall take precedence and this Delegation of Authority Master
Policy shall be amended to be consistent with such Charter revisions. 


6.            150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

a.  Article 1.5(a). Filing of Certificates.
i.   The CEO is authorized to execute, file, and record (or direct the execution,
filing, and recording of) all certificates and documents as may be appropriate
to comply with all requirements for the continuation and operation of a port
development authority, the ownership of property, and the conduct of
business by the PDA under the laws of the State of Washington and any
other jurisdiction in which the PDA may own property or conduct business. 
b.  Article 1.5(e) Actions Required to Do Business. 
i.   The CEO is authorized to execute, deliver, and file, any certificates (and any
amendments and/or restatements thereof) necessary for the PDA to qualify
to do business in any jurisdiction in which the PDA may wish to conduct
business. The CEO is authorized to cause the PDA to be qualified, formed,
or registered in any jurisdiction in which the PDA transacts business in which
such qualification, formation, or registration is required or desirable. 
c.  Article 3.1(a)(i) Regular Distributions. 
i.   The PDA through the CEO will make not less than quarterly distributions of
Distributable Cash from the Working Capital Fund (as defined in PDA
Charter Section 2.11) to the Managing Members at least quarterly. Prior to
executing any distribution, the CEO shall provide a report of the planned
distribution to the Managing Members, such report to include a description of
how that distribution complies with the PDA Charter Article III. 
d.  Article 4.2(a). Accounting, Tax, and Record Keeping. 
i.   The Managing Members authorize the CEO to oversee the accounting, tax,
and record keeping matters of the PDA, which shall be kept in compliance
with GAAP.
e.  Article 4.6 Tax Reports 
i.   The CEO is authorized to have prepared at his/her direction all tax returns
and reports of the PDA. 
f.   Article 4.8 Elections 
i.   Except as otherwise provided in the Charter, all decisions as to accounting
principles, whether for the PDA's books or for tax purposes (and such
decisions may be different for each such purpose) and all elections available
to the PDA under applicable tax law, shall be made by the CEO. 



7.            150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

g.  Article 4.9 Tax Audits and Litigation 
i.   (b) Designation of Tax Matters Person. The CEO is hereby designated as
the tax matters person ("Tax Matters Person") with respect to the PDA. In
such capacity the Tax Matters Person shall have all of the rights, authority,
and power, and shall be subject to all of the obligations, analogous to those
of a tax matters partner to the extent provided in the Internal Revenue Code
of 1986, as amended, and the Treasury Regulations promulgated there
under; provided, that the exercise of such rights, authority, and power shall
be consistent with all PDA elections and provided further that if any exercise
of such rights has an adverse impact on a Member, the consent of such
Member shall be required. 
ii.   (b) Foreign, State, and Local Tax Law. If any foreign, state, or local tax law
provides for a tax matters partner or person having similar rights, powers,
authority, or obligations as described in Section 3.g.i, the CEO is authorized
to also serve in such capacity and shall represent the PDA in all tax audit
contest or settlement matters to the extent allowed by law. 
h.  Article 5.4 CEO Authority 
i.   The CEO is the principal executive officer of the PDA, has general charge
and supervision of the business of the PDA, and shall see that all orders,
actions, and resolutions of the Managing Members are carried out. The CEO
will be responsible for the executive management of the PDA, and shall
report directly to the Managing Members acting in their governing capacity.
The CEO has the authority to establish the reporting structure within the PDA
and to take such actions, subject to the Charter, as are in accordance with
this Delegation of Authority Master Policy, and shall have such other
authority and shall perform such other duties as set forth in the Charter or
this Delegation of Authority Master Policy, or, to the extent consistent with
the Charter, such other authorities and duties as prescribed by the Managing
Members. 
i.    Article 9. 3(a) and (b). Dissolution/Termination. 
i.   Upon dissolution, the CEO is authorized to recommend and present to the
Managing Members for approval, the distribution of assets as is required by
PDA Charter Article 9.3(a) and the payment of liabilities and maintain such
reserves for contingencies as is required by PDA Charter Article 9.3(b).




8.            150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

4.  DEFINITIONS 
a.  Alliance 
Refers to (i) The Interlocal Agreement between  POS and POT exercised
pursuant to the port joint powers statute (RCW 53.08.240) which expressly
permits joint management, operation and investment outside of a port's district,
and pursuant to RCW 39.34.030, the Interlocal Cooperation Act, expected to be
effective from August 4, 2015 and (ii) the PDA beginning January 1, 2016.
b.  Annual Capital Investment Plan 
Means the five-year projection of capital and expense projects and associated 
expenditures which is developed and maintained as a planning tool for Alliance
capital investment and which is reviewed by the Managing Members annually
as part of a plan of finance and budget review process, or as subsequently
amended by the Managing Members during the budget year. 
c.  Approval 
A recommendation to move work forward for analysis and development of data
and documents to support potential authorization. Approval does not denote
authority to expend funds (see "Authorization" below).
d.  Authorization 
Authorizes spending, entering agreements, administrative actions, and real
estate actions, and other items as outlined in this resolution. Authorization is
given by the Managing Members to the CEO per the Delegation of Authority
Master Policy. Authorization implies an action item in public session if the
required level is beyond CEO delegation level per the Delegation of Authority
Master Policy.
e.  Chief Executive Officer (CEO) 
The person hired by the Managing Members to manage and oversee day-today
operations of the Alliance. 
f.   Claim 
"Claim" means the assertion of any position, right or responsibility by or against
the Alliance, excluding "uncollectible accounts" and any claims asserted by or
against the Alliance that have or may reasonably become the subject of
litigation. 



9.            150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

g.  Emergency 
Unforeseen circumstances beyond the control of the Alliance that either
presents a real, immediate threat to the proper performance of essential
functions; or may result in a material loss or damage to property, bodily injury,
or loss of life if immediate action is not taken. (see RCWs 39.04.020, 39.04.280
and 53.19.010(04)). Emergencies allow for the waiver of state procurement
requirements. 
h.  Goods and Services 
Means natural resources; equipment; materials; supplies; or other finished
goods or products, utilities and utilities-related services (including services
provided by public agencies); maintenance; security; and other miscellaneous
services.
i.    Homeport
For the purposes of this Delegation of Authority Master Policy "Homeport,"
when used in connection with specific Alliance assets, means the port where
the asset is located.
j.     Indefinite Delivery Indefinite Quantity Contract 
Indefinite delivery, indefinite quantity contracts ("IDIQ") provide for an indefinite
quantity of services for a fixed time. They are used when the precise
quantities of supplies or services required during the contract period cannot be
determined. 
k.  Interlocal Agreement 
A binding agreement between the Alliance and other local governmental
agencies, including the Managing Members, that allows for the provision of
services or facilities between those agencies.
l.    Managing Members 
The Ports of Seattle and Tacoma, acting through their own elected
commissioners.
m.  Normal Alliance Operations 
Administration of day-to-day Alliance operations which may include personnel
administration, task and project assignments, hiring, firing, discipline, and
training. 


10.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

n.  Normal Operating Expense
Means the Alliance budgeted operating and non-operating revenues and
expenses reviewed, approved, and authorized by the Managing Members as
part of the budget process, or as subsequently amended by the Managing 
Members during the budget year. 
o.  Personal Services 
Personal services are generally professional or technical expertise that are
necessary to accomplish a specific study, project, task or other work statement,
which may not reasonably be required in connection with a public works project
meeting the definition of RCW 39.04.010(4). Personal services do not include
purchased services as defined in RCW 53.19.010(8) or professional services
procured using the competitive selection requirements in Chapter 39.80 RCW
(A&E). 
p.  Project 
i.   For the purposes of this Delegation of Authority Master Policy, a "Project"
creates or modifies a capital asset or creates a cost outside of Normal
Operating Expenses. A Project may be classified as a capital or expense.
1.   Public Works Projects  As defined in RCW 39.04.010, public work
projects include construction, alteration, repair or improvement other
than ordinary maintenance executed at the cost of the Port. Work
associated with public work projects includes planning, scoping,
engineering, design, permitting, construction and contract solicitation
and administration.
2.   Non Public Works Projects  Generally includes defined work that the
CEO has determined will be managed as a Project. Projects do not,
however, include regular, recurring or routine work associated with
normal Alliance operations. This category also includes projects by the
information and technology departments that may require a major
upgrade or replacement of an information or communication hardware
or software system. 
3.   Environmental Projects  Include pollution investigations, cleanups, and
habitat restoration. Environmental projects may also involve regulatory
direction, oversight, and agreements, extended periods of investigation
and study prior to construction, and continuing monitoring and
maintenance after clean-up and construction. As these projects usually
produce no assets, costs are expense rather than capital.


11.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

q.  Professional Services 
Means (a) those services within scope of RCW 39.80.020(5) or (b) professional
or technical expertise provided by a consultant to accomplish a specific study,
project, task, or other work statement which is reasonably required in
connection with public works projects. 
r.   Public Work 
Means construction, alteration, repair and improvement other than ordinary
maintenance meeting the definition of RCW 39.04.010. 
s.  Service Agreements 
An agreement, such as an interlocal agreement between the Alliance and
Managing Members or between Managing Members that allows for the
provision of services related to normal Alliance or port operations or projects. 
5.  GENERAL PROVISIONS 
Regardless of the provisions and delegations contained in this Resolution, the CEO
shall bring forward to the Managing Members for consultation or approval any action
of a sensitive nature as identified by the Managing Members or the CEO.
The CEO shall provide financial analysis for real estate transactions and planned
investments to Alliance managed properties. 
6.  PLANNING AND BUDGET IMP LEMENTATION 
a.  Long-Range Business Plans 
i.   The Managing Member-approved Strategic Business Plan shall be the basis
for the development of all Alliance programs, Projects, initiatives, and the
Capital Investment Plan, Annual Operating Budgets, and Plan of Finance,
collectively known as Annual Plans. 
ii.   The CEO will develop Annual Plans for consideration and approval.
iii.  This Delegation of Authority Master Policy shall be reviewed annually by the
Managing Members. 
b.  Administering Normal Alliance (Day-to-Day) Operations 
i.   In administering day-to-day Alliance operations, the CEO may reallocate
amounts within and otherwise incur variances from the annually approved 
Operating Budget so long as such reallocations are consistent with the
Managing Members' established policies and delegated authorities.


12.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

c.  Funding of Projects 
i.   When seeking the Managing Members' authorization for any Project, the
CEO shall clearly indicate whether such Project was within the Annual Plans 
and, if not, how it is to be funded.
7.  POLICIES GOVERNING REAL PROPERTY 
The CEO is authorized to take all necessary actions in connection with agreements
or transactions for use of all real property owned by the Ports and managed by the
Alliance as designated herein. The Managing Members delegation of authority to the
CEO extends to all types of transactions and agreements including acquisitions,
divestitures,  rental  agreements,  leases,  operating  agreements,  easements,
franchises, permits, rights of entry and other user agreements as provided herein.
Except where otherwise provided in this Delegation of Authority Master Policy, all
real property transactions will be subject to an appropriate written agreement
authorized by the Managing Members and executed by the CEO. 
a.  General Provisions for Real Property and Non-Real Property Agreements
i.   The CEO is delegated the authority to:
1.  Enter into operating agreements, including vessel service agreements, 
with a value up to and not exceeding $300,000 annually;
2.  Enter into amendments to existing real property agreements previously
authorized by the Managing Members, valued up to and not exceeding
$300,000 annually;
3.  Accept a bond, secure CD or other rental security for real property
agreements in compliance with RCW 53.08.085 and Alliance policy.
Other acceptable rental security may be cash or cash equivalent such
as Letter of Credit, Lease Bond, or other prior approved rental security
instruments in a form approved by Alliance General Counsel.
4.  Sign, on behalf of the Managing Members all harbor area and waterway
leases between the Alliance and other public entities that have been
authorized by the Managing Members.
5.  The CEO is authorized to take all necessary actions on behalf of the
Alliance and its officers in connection with lease surety bonds, lease surety,
rental insurance, or other insurance coverage required pursuant to any
leases of the Alliance.



13.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

b.  Rental/Leasing Agreements 
i.   The CEO is authorized to enter into month-to-month real property rental/
lease agreements. These agreements shall require a minimum security
deposit of three months rental (plus leasehold tax amounts) to be posted in
advance of the occupancy, and to be held by the Alliance as a rental security
for the full duration of a month-to-month occupancy and to insure compliance
with the terms of the lease agreement. Adjustments or modifications which
decrease the minimum required rental deposit will require Managing Member 
authorization. 
ii.   The CEO is authorized to approve real property rental/leasing agreements
with a term up to one year when the associated expenditures of the Alliance
are also less than $300,000. The intended use of rented/leased real property
must be expressly stated in writing. 
iii.   Managing Members authorization is required for real property rental/leasing
agreements with a term greater than one  year. The intended use of
rented/leased real property must be expressly stated in writing. 
iv.  Where  the  Commission  has  approved  a  real  property  rental/leasing
agreement with a term greater than one year, and which contains one or
more options to extend the lease term, the CEO is authorized to exercise
that option.
v.   All rental/lease rates shall be based upon market rates established for the
specific use under consideration and the condition of such facility. 
vi.   Summaries of new rental agreements shall be reported quarterly to the
Managing Members by the CEO. 
vii.   All real property rental/leasing agreements one year or greater shall require
a minimum security deposit equal to twelve months rent (including leasehold
tax amounts) to be posted in advance of occupancy, and held by the Alliance 
as rental security for the full duration of the term occupancy and to insure
compliance with all terms and conditions of the lease agreement and in 
accordance with RCW 53.08.085. Adjustments or modifications which
decrease the minimum required rental deposit will require Managing
Members authorization. 
viii.   Payment of Real Estate Commissions. 
1.   The CEO is authorized to retain licensed real estate brokers for the
purpose of marketing for lease of Alliance controlled properties. 


14.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

2.   Commissions may be paid to licensed real estate brokers that actually
initiate bona fide leases for the Alliance upon satisfactory proof being
submitted to the Alliance that the broker actually initiated and completed
the lease transaction for which they claim commission. In addition
thereto, the broker shall file with the Alliance within ten days from
broker's appointment as their client's agent for the purpose of aiding in
the leasing of the real property a statement under oath that the broker
actually initiated the bona fide transaction together with the name of the
broker's client and the date of their first contact with said client. Unless
this provision is strictly complied with, the Alliance will not pay a claimed
commission.
3.   For properties the Alliance "exclusively lists" with brokers to lease, a 
commission based on market rates that consider transactions of similar
size, but no more than five percent (5%) shall be paid of the net rental
to the Alliance for up to five (5) years of the approved lease agreement.
For approved leases initiated and completed by licensed brokers in
compliance with this Master Delegation Policy a maximum of up to
three percent (3%) commission shall be paid for properties not
exclusively listed for lease with a broker. Net rent shall mean rent net to
the Alliance with Lessee paying taxes, utilities, maintenance and
insurance. Costs for Alliance paid tenant improvements, utilities, and
other services specific to the lease will be subtracted from the net rent
amount for calculations of commissions paid. 
4.   Commissions shall not be paid on leases involving existing tenants for
new leases, expansions, new space rentals, renewals or options
exercised or repayment to the Alliance for tenant improvements made
by the Alliance on behalf of the Tenant, payments made to the Alliance
from security deposits, or any escalation of the net rent. 
5.   Commissions shall be paid as the net rents are collected by the
Alliance. 
c.  Alliance Grants of Covenants and Easements 
i.   Easements, Licenses, Access Permits or Other Rights of Entry 
1.  The CEO is authorized to enter into agreements for easements and
covenants up to one year in duration where the impairment does not
substantially interfere with the Alliance's intended use or reasonably
future intended use. "Substantially interfere" shall mean when Fair
Market value is not reduced more than $300,000 in any one year. The
form of any easement and or covenant shall be approved by Alliance or
Homeport legal counsel. 


15.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

ii.   Easements  Port Owned Property 
1.   Easements and covenant agreements beyond one year shall require
respective Home Port Commission authorization. Routine utility
easements required to provide service to Port-owned real property shall
not require Managing Members or respective Homeport Commission 
approvals.
d.  Easements for the Alliance Use of the Property of Others 
i.   The CEO is authorized to enter into easements for the Alliance use of the
real property owned by others for agreements up to one year and the
Alliance paid cost for the use is less than $300,000 annually.
ii.   Real property easements, excluding utility easements for Alliance use that
are greater than one  year require the authorization of the Managing
Members. 
e.  Agreements (Other than Easements) for the Alliance Use of Real Property
Owned by Others 
i.   The CEO is authorized to enter into agreements for the use of real property
owned by others if the term of the use is one year or less and the Alliance
paid cost for the use is less than $300,000 annually. 
8.  POLICIES GOVERNING AUTHORIZATION FOR PROJECTS, CONTRACTING,
PROCUREMENT AND EMERGENCIES 
a.  Interlocal Agreements 
i.   The Managing Members' authorization is required for Interlocal Agreements
with other public agencies. Interlocal Agreements shall comply with the
requirements of RCW 39.34 except that the CEO is authorized to approve
and authorize all Interlocal Agreements (Service Agreements) between the
Alliance and the Homeport(s). 
ii.   The  CEO  is authorized  to enter  into non-binding  agreements with  other
governmental agencies and non-governmental entities in situations where
the agreement does not create any financial obligation for the Alliance, any 
binding contractual obligation, or impair any Alliance or Port-owned assets,
and have been reviewed by Alliance Legal Counsel.
b.  Public Works Projects
i.   Actions authorized by the Managing Members or delegated to the CEO by
this Delegation of Authority Master Policy may be executed either directly
with Alliance staff, by contract with vendors, or by agreement through either
Homeport subject to the requirements contained in this Delegation of
Authority Master Policy. 

16.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

ii.   Authorization for Preliminary Project Work. Preliminary work includes such
activities as review of project feasibility, development of Project definition,
design,  geotechnical  investigations,  regulated  material  assessment,
environmental assessment, environmental permitting, or market analysis and
is inclusive of all costs related to the work. The CEO may authorize 
preliminary work in-house or by contract without prior Managing Members
approval, so long as the cumulative cost for all such Project work does not
exceed $300,000.
iii.   The CEO may authorize Projects where the estimated Project cost, inclusive
of all costs related to the work, does not exceed $300,000. 
iv.   For all Projects where the estimated total Project cost exceeds $300,000
Managing Members' authorization is required. 
1.   Presentations to the  Alliance  which request  Managing Members'
authorizations will disclose Project spending previously authorized by
the CEO and spending previously authorized by the Managing
Members.
2.   Depending on the overall estimated Project costs and complexity the
CEO may request authorization at key stages in the Project (i.e.,
design, execution of work, remediation, etc.).
3.   Projects shall not be broken into units or accomplished in phases to
avoid Managing Members' authorization. 
4.   Where personal, professional, or purchased goods and services are
part of a Project, authorization of expenditures will be managed as part
of the Project authorization and additional authorization is not required.
5.   Public works contracts not part of a Project and not a part of Normal
Alliance Operating Expenses are subject to the same authorization
process as Projects. 
v.   Authorization  for  Alternative  Public  Works  Contracting  Procedures.
Managing Member authorization is required to perform public work under
procedures alternative to design-bid-build, as defined in RCW 39.10, for 
design-build  and  general contractor/construction manager. For such
contracts, staff will propose for Managing Members' approval a sequence of
authorization steps.
vi.   IDIQ contracts for Public Works and job order contracts (authorized in RCW
39.10) may be approved by the CEO and all work falling under the IDIQ
contract is to be authorized per this Delegation of Authority Master Policy as
a Project subject to the limits set-forth. 
vii.   Project Changes. Projects that have been authorized by the Managing
Members and have a change in the scope, schedule or cost require the
following actions: 
17.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

1.   Managing Member's authorization will be required if a material scope
change occurs in the Project. For purposes of this event, material is
defined as any scope change with major financial, community or
business impacts, and is additionally defined as any scope change
(increase or decrease) that exceeds $300,000.
2.   The Managing Members will be notified if a Project schedule delay has
an anticipated financial impact on a customer or other affected
stakeholders. 
3.   Managing Members  will be  notified  and  authorization at the next
available public meeting is required as soon as it is determined that the
project cannot be completed for the previously authorized amount. 
c.  Non-Public Works Projects 
i.   The CEO may authorize spending only to the same limits as outlined above 
in the Public Works Project section of this Master Delegation Policy.
ii.   On-going environmental stewardship, monitoring, and compliance activities,
where the costs have been authorized as Normal Operating Expense 
through the budgeting process  do not  require an independent Project
authorization. 
d.  State and Federal Environmental Remediation Agreements 
i.   Environmental Remediation Liability Projects 
1.   For environmental projects the CEO may authorize spending only to the
same limits as outlined above in the Public Works section of this
Delegation of Authority Master Policy.
2.   For environmental projects with a total estimated cost that exceeds
$300,000.   Staff will seek project-specific Managing  Members 
authorization as soon as the cost for an environmental project is
anticipated to exceed $300,000.
a.  An estimate or range of estimated costs for the overall future
environmental remediation associated with the agreement and
future anticipated agreements will be reviewed at the time of the
request for authorization. 
e.  Project and Contract Reporting
i.   The CEO shall report quarterly to the Managing Members for all projects
authorized by the Managing Members. The report shall include p roject
schedule, current estimate, authorized amount, cost to date, summary of any
changes to scope, and any other significant developments with respect to
the Project. Selected environmental Projects that have moved into long-term
(5 years plus) monitoring (or maintenance) programs shall be exempt from
Project reporting.
18.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

ii.  The CEO shall report quarterly to the Managing Members all project and
contract authorizations equal to or greater than $50,000 authorized through
the delegated authority contained in this resolution. The report shall include
the type of authorization, a brief description of the authorization, the amount
of the authorization, and if a contract for goods, services or public works the
name of the vendor. 
iii.  At the Managing Members direction the CEO shall report on any project of a
sensitive or critical nature.
f.   Professional Services Contracts 
i.   The  CEO  is  authorized  to   execute   Professional  Services  Contracts
associated with normal Alliance  operations  and non-Project work not
associated with normal Alliance operations up to $300,000.
ii.   Where professional service contracts are formally approved by the Managing
Members, increases in the approved contract amount may be authorized by
the CEO without prior authorization of the Managing Members for cumulative
amounts not to exceed $300,000 or 20% of the contract value, whichever is
less.
iii.   IDIQ contracts for professional services may be authorized by the CEO and
all work falling under the IDIQ contract is to be authorized per this Delegation
of Authority Master Policy as a Project or contract subject to the limits setforth.
g.  Personal Services Contracts 
i.   The CEO may authorize personal services contracts associated with normal
Alliance operations and non-Project work not associated with normal Alliance
operations up to $300,000.
1.   Where personal service contracts are formally approved by the
Managing Members, increases in the approved contract amount may be
authorized by the CEO without prior authorization of the Managing
Members for cumulative amounts not to exceed $300,000 or 20% of the
contract value, whichever is less. Substantial changes in contract scope
or substantial additions to the scope specified in the formal solicitation
documents shall be authorized by the Managing Members. The
Managing  Members shall determine whether the scope change
warrants the work to be awarded as a new contract.
ii.   When  an  amendment  to  a  Personal  Services  Contracts,  individually  or
cumulatively will exceed 50% of the original amount, then the amendment
must be filed with the Managing Members and made available for public
inspection prior to the proposed starting date of services under the
amendments per RCW 53.19.060. 

19.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx


iii.   All personal service contracts will be entered into pursuant to competitive
solicitation as required by law, except for: 
1.   Emergency contracts in compliance with section 8.k.i.below. 
2.   Sole source contracts; provided however, that sole source service
contracts, regardless of the amount, shall be filed with the Managing
Members for three days and made available to the public prior to
starting the work per RCW 53.19.040. 
3.   Any other specific contract or classes as exempted by RCW 53.19.070 
as it now exists or may be in the future amended, and which currently
exempts the following: 
a.  Contracts specifying a fee of less than fifty thousand dollars; 
b.  Contracts awarded to companies that furnish a service where the
tariff is established by the utilities and transportation commission
or other public entity;
c. Intergovernmental agreements awarded to any governmental
entity, whether federal, state, or local and any department,
division, or subdivision thereof; 
d.  Contracts awarded for services to be performed for a standard fee,
when the standard fee is established by the contracting agency or
any other governmental entity and a like contract is available to all
qualified applicants; 
e.  Contracts for services  that are necessary to the conduct of
collaborative research if prior approval is granted by the funding
source; 
f.   Contracts for professional services which are entered into under
chapter 39.80 RCW; and 
g.  Contracts for the employment of expert witnesses for the purposes
of litigation or legal services to supplement the expertise of
Alliance staff. 
4.   Other specific contracts or classes or groups of contracts exempted
from the competitive solicitation process by the Managing Members 
when the Managing Members have determined that a competitive
solicitation process is not appropriate or cost effective per RCW
53.19.020. 
h.  Purchased Goods and Services 
i.   The CEO is authorized to purchase goods and services associated with
normal Alliance operations and for work not associated with Normal Alliance
operations up to $300,000.
20.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

ii.   The CEO may authorize sole source contracts; provided however, that sole
source contracts, regardless of the amount, shall be filed with the Managing
Members for three days and made available to the public prior to starting the
work 
iii.   Where  the  purchase  is  formally  authorized by  the  Managing  Members,
increases may be authorized by the CEO for cumulative amounts not to
exceed $300,000 or 20% of the contract value, whichever is less. 
i.    Contracting Authority for Entering Agreements with Utilities and Annual
Software Fees and Licenses 
i.   The CEO is authorized to enter into contracts with utility providers in order to
establish connections, conduct repair or maintenance and to purchase utility
services as needed. 
ii.   The CEO is authorized to enter into contracts with providers for annual
software fees and licenses as needed. 
j.    Authorization for Emergency Work 
i.   When any Emergency requires immediate response, the CEO is authorized
to make a finding of the existence of such Emergency and commit Alliance
resources, waive competition and execute contracts necessary to respond to
the existing Emergency in accordance with RCW 39.04.020 and 39.04.280.
ii.   The Managing Members shall be notified within 24 hours of the declaration
and of the execution of any contracts. 
iii.   A request for the Managing Members to ratify any contracts executed during
an Emergency shall be presented at the next scheduled public meeting 
following the award of the contract.
iv.   The CEO shall comply with any legal requirements related to any contracts
or agreements issued under the declaration of the Emergency. 
9.  POLICIES GOVERNING FINANCIAL ACTIVITIES 
The CEO is authorized to oversee the financial matters for the Alliance in
accordance with applicable laws and subject to Managing Members' delegations in
this section. 
a.  Management of Alliance Funds 
i.   The  CEO  may  designate  one  or  more  Deputy  Treasurer(s)  per  RCW
53.36.010 without Managing Members' action. The Treasurer is accountable
for all financial transactions executed by Deputy Treasurer(s). 


21.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

ii.   The Alliance Treasurer and Deputy Treasurer(s) are authorized to oversee
the investment of Alliance funds in accordance with applicable law relating to
the type of investments authorized per RCW 39.59, RCW 43.84.080, and
referenced RCW's within, including sale of such investments and necessary
inter-fund transfers. 
iii.   The Alliance Treasurer is authorized to oversee the management of the
Alliance's cash reserves. Minimum cash reserve has been established as
six months direct operating expenses and any reserves required by
agreements. 
b.  Alliance Expenditures for Travel, Hosting, and Memberships 
i.   Travel Expenditures for Employees and Other Authorized Representatives of
the Alliance.
1.   Pursuant to RCW 53.08.176, the CEO is authorized to establish
Alliance policies and procedures to regulate and audit travel expense
and reimbursement. 
2.   The CEO may authorize  travel and other reimbursable expenses,
excluding Managing Members, incurred on behalf of the Alliance.
3.   Managing Member international travel, when representing the Alliance,
requires prior authorization the Managing Members.
4.   The Alliance's Auditor will be responsible for ensuring the full
compliance with applicable statutes, regulations and Alliance policies
and procedures governing expense reimbursement by employees,
Managing Members and representatives of the Alliance. 
ii.   Expenditures for Trade Promotion and Promotional Hosting 
1.   The CEO will report proposed expenditures covering trade promotion
and promotional hosting as provided in RCW 53.36.120 to Managing
Members as part of the annual budget adoption. Expenditures proposed
for promotional hosting shall be limited as provided in RCW 53.36.130. 
2.   Alliance officials and agents holding positions responsible for trade
promotion are authorized to make expenditures for promotional hosting
of all appropriate Alliance activities subject to all of the provisions of this
master delegation policy.  Managing Member hosting, for Alliance
related trade promotions, requires prior authorization by the Managing
Members.



22.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

iii.   The   CEO   may   authorize   membership   in   port   authority,   economic
development, regional trade, tourism, industrial associations, facility, trade
promotions organizations, and professional organizations up to $10,000 per
organization or individual membership. Managing Members' authorization is
required for membership greater than $10,000. Memberships greater than
$10,000 shall be included in Normal Operating Expense as part of the
annual budget process.
c.  Managing Uncollectable Accounts 
i.   The CEO is authorized to establish policies and procedures for the write off
of any uncollectible accounts. 
ii.   Prior to writing off any account receivable the CEO shall be satisfied that
every reasonable effort has been made by the Alliance to accomplish the
collection of the account. 
iii.   If appropriate, the CEO shall authorize the Alliance's attorney to bring action
in courts of law or, if more appropriate in the case of small amounts, to
assign the same to collection agencies for the purpose of attempting to
finally collect such accounts.
iv.   If after attempting all normal account collection procedures the account is still
uncollectible after 180 days or more, the CEO is delegated the authority to
provide for the writing off of such account. 
v.   Any account in excess of $50,000 which is deemed to be uncollectible shall
be reported to the Managing Members.
d.  Acceptance of Grant Funding 
i.   The CEO is authorized to apply for grant funds for the Alliance.
ii.   The CEO is authorized to accept grants where the grant award obligates the
Alliance to provide a cash match of no more than $150,000. 
iii.   In cases where the grant award obligates or has the potential to obligate the
Alliance to provide a cash match  greater than  $150,000,  Managing 
Members' authorization is required prior to grant acceptance. 
iv.   The CEO is authorized to accept and manage any grant funding that is
secured for projects that have previously been authorized by the Managing
Members.



23.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

e.  Insurance Programs 
i.   The  CEO  shall  be  authorized  to  work  with  the  Alliance's  designated
insurance broker(s) to negotiate and obtain appropriate policies of insurance
to manage the Alliance's property and casualty risks, provide employee
benefits, and other coverage appropriately included within a comprehensive
insurance program. All related contracts shall be authorized consistent with
the delegations included in this resolution. 
f.   Sale of Personal Property 
i.   The CEO is authorized, pursuant to the RCW 53.08.090, to sell and convey
surplus personal property of the Alliance subject to the following conditions: 
1.   When the net book value of such personal property does not exceed 
$18,102 (adjusted annually), the CEO will itemize the property to be
sold and will certify that such property is no longer needed for Alliance
purposes. 
2.   Managing Members approval is required when the net book value of
such personal property exceeds eighteen thousand one hundred two
dollars ($18,102). The CEO will itemize the property to be sold and will
certify that such property is no longer needed for Alliance purposes and
seek Managing Members' authorization.
3.   Personal property can be disposed of through competitive bids by
publicly advertising the sale, contract for a licensed auctioneer to
publicly auction property, or consign property to a licensed auction or
consignment service for public sale. 
4.   No large block or lot of personal property having a net book value in
excess of eighteen thousand one hundred two dollars ($18,102) will be
broken into components of lesser value. These items can be sold
individually by public competitive bid after Managing Members'
authorization is obtained. 
5.   The sale of surplus personal property to Alliance or Homeport officials
or employees will be restricted to public auctions, or consignment for
bid, where the process is managed by a third party vendor and all
interested parties have equal opportunity in the bidding process. 
g.  Payment of Statutory Expenditures 
i.   The  CEO  may  authorize  statutory  expenditures  incurred  during  normal
business operations. Types of expenditures include, but are not limited to, 
excise, payroll and leasehold taxes, and State Auditor's audit(s).


24.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

10. LEGAL SERVICES, CLAIMS AND OTHER REPRESENTATION 
a.  Litigation Policy and Procedures 
i.   The  CEO  shall  be  responsible for  the  Alliance  policies  and  procedures
necessary to oversee all legal services and litigation, in which the Alliance
has an interest, direct or indirect. For purposes of this section, "litigation"
shall mean the assertion of any position, right or responsibility by or against
the Alliance which may reasonably lead to or has been filed in any court of
general jurisdiction, be it state or federal, or any quasi-judicial or
administrative forum. 
b.  Retaining Independent Counsel/Experts/Investigators
i.   The CEO may engage legal representation for the Alliance and such experts,
investigators and/or independent counsel as may be necessary to the orderly
preparation of potential and/or actual litigation in which the Alliance has a
direct or indirect interest, without limitations otherwise prescribed in section 8
(Personal Services) of this Delegation of Authority Master Policy.
c.  Settlement of Claims 
i.   The  CEO  is  delegated  the  authority  to  oversee  Alliance  policies  and
procedures for adjusting the final settlement of all claims either against or on
behalf of the Alliance. 
ii.   Any  claim  arising  from  normal  Alliance  operations  and  not  exceeding
$150,000 for a single claim may be adjusted and settled by the CEO.
iii.   The Alliances' attorney shall be consulted prior to settlement of any claim in
excess of $50,000. 
iv.   Claims exceeding $50,000 shall be reported to the Managing Members upon
receipt. 
v.   Nothing  herein  contained  shall  preclude  administrative  approval  of
settlements made by the Alliances' insurers of claims by or against the
Alliance, where such settlement is payable by such insurer. 
11. ISSUANCE OF TARIFFS 
The CEO is authorized to request the Homeports to issue tariffs and tariff
amendments as necessary, provided the Managing Members will be provided
notice of adjustments prior to implementation.
12. POLICIES AND PROCEDURES 
The CEO is authorized to adopt any administrative policies and procedures
necessary to implement the delegations contained in this Resolution.

25.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

13. ACTIONS PREVIOUSLY APPROVED BY THE COMMISSIONERS AND
EXECUTIVES OF THE PORTS OF TACOMA AND SEATTLE 
Actions related to property controlled by the Alliance or Alliance business that were
previously approved by either Homeport and their respective Executives acting
under the authority of the Port of Seattle's Resolution No. 3605, as amended, and
the Port of Tacoma's Resolution 2014-05, or earlier versions of these resolutions,
are exempt from the provisions of this Resolution and may be completed in
accordance with the Resolutions and delegations that were in place when the
actions were approved. Future actions on these previously authorized items will be
completed in accordance with this resolution. 
14. NON-DISCRIMINATION AND E QUAL OPPORTUNITY 
It is the basic policy of the Alliance to provide equal opportunity to the users of all
Alliance services and facilities and all contracting entities. Specifically, the Alliance
will not tolerate discrimination against persons on grounds of age, race, color,
national origin/ancestry, ethnicity, religion, disability, Family Medical Leave Act use,
pregnancy, sex/gender, sexual orientation, whistleblower status, marital status,
workers' compensation use, transgender status, political beliefs, or any other
protected status, as guaranteed by local, state and federal laws. The equal
opportunity principles described in this policy shall apply to the Alliances'
employees, customers, consultants, contractors, and vendors to the extent possible
and as required by law. This policy is to be implemented by the CEO as specifically
set forth in Alliance policies, equal employment opportunity and small business,
women, minority and disadvantaged business participation in Alliance contracts. 








26.          150729.f. delegation of authority. resolution and master policy--2015-07-29-3.docx

THE NORTHWEST SEAPORT ALLIANCE CHARTER 
TABLE OF CONTENTS 
Page 
ARTICLE I DEFINITIONS........................................................................................................................................... 1 
1.1     LISTED DEFINITIONS ........................................................................................................................................... 1 
1.2     OTHER DEFINITIONS .......................................................................................................................................... 3 
ARTICLE II ORGANIZATIONAL MATTERS ................................................................................................................. 3 
2.1     PDA NAME ..................................................................................................................................................... 3 
2.2     BUSINESS PURPOSE ........................................................................................................................................... 3 
2.3     FORMATION ..................................................................................................................................................... 4 
2.4     AUTHORITY; POWER .......................................................................................................................................... 5 
2.5     LIMITATION OF LIABILITY ..................................................................................................................................... 5 
2.6     OWNERSHIP ..................................................................................................................................................... 5 
2.7     TERM .............................................................................................................................................................. 6 
ARTICLE III MEMBERSHIP INTERESTS, BUDGETING, WORKING CAPITAL, CASH USE AND RESERVES, AND CAPITAL
CONSTRUCTION .................................................................................................................................................... 6 
3.1     VALUATION OF MEMBERSHIP INTERESTS ................................................................................................................ 6 
3.2     ALLOCATION OF ENVIRONMENTAL COSTS .............................................................................................................. 7 
3.3     POST-FORMATION IMPROVEMENTS ...................................................................................................................... 8 
3.4     PDA-OWNED PERSONAL PROPERTY ..................................................................................................................... 8 
3.5     ANNUAL BUDGET .............................................................................................................................................. 8 
3.6     FIVE YEAR CAPITAL INVESTMENT PLAN .................................................................................................................. 8 
3.7     WORKING CAPITAL ............................................................................................................................................ 8 
3.8     WORKING CAPITAL RESERVE POLICY ..................................................................................................................... 9 
3.9     NO ADDITIONAL CONTRIBUTIONS WITHOUT MANAGING MEMBER VOTE .................................................................... 9 
3.10    ADDITIONAL RESERVES ....................................................................................................................................... 9 
3.11    CAPITAL EXPENDITURES ...................................................................................................................................... 9 
3.12    CAPITAL CONSTRUCTION .................................................................................................................................... 9 
3.13    NO INTEREST ON CONTRIBUTION ......................................................................................................................... 9 
ARTICLE IV CASH DISTRIBUTIONS, RESERVES, AND MEMBER BOND OBLIGATIONS .............................................. 10 
4.1     DISTRIBUTIONS ............................................................................................................................................... 10 
4.2     MEMBER BOND OBLIGATIONS ........................................................................................................................... 10 
ARTICLE V ACCOUNTING; TAX MATTERS; PDA OPERATIONS ................................................................................ 11 
5.1     NO CONDEMNATION AUTHORITY OR TAXING AUTHORITY ....................................................................................... 11 
5.2     OVERSIGHT; ACCOUNTING PRINCIPLES; ACCOUNTING PERIOD ................................................................................. 11 
5.3     ALLOCATION OF NET INCOME OR LOSSES ............................................................................................................. 11 
5.4     OTHER ALLOCATION RULES ............................................................................................................................... 11 
5.5     FINANCIAL STATEMENTS AND REPORTS ............................................................................................................... 12 
5.6     MEMBERSHIP EQUITY ...................................................................................................................................... 12 
5.7     TAX REPORTS ................................................................................................................................................. 12 
5.8     INSPECTION RIGHTS ......................................................................................................................................... 12 
5.9     ELECTIONS ..................................................................................................................................................... 13 
5.10    TAX AUDITS AND LITIGATION ............................................................................................................................. 13 
5.11    TAX CLASSIFICATION OF THE PDA ...................................................................................................................... 13 
ARTICLE VI PDA MANAGEMENT, OFFICERS, AND EMPLOYEES ............................................................................. 13 
6.1     PDA MANAGEMENT ....................................................................................................................................... 13 

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6.2     MANAGING MEMBERS MEETINGS ...................................................................................................................... 14 
6.3     CEO HIRING .................................................................................................................................................. 14 
6.4     CEO AND MANAGEMENT DUAL ROLE  ACKNOWLEDGEMENT AND LIMIT ON TERM .................................................... 15 
6.5     CEO AUTHORITY ............................................................................................................................................ 15 
6.6     OTHER OFFICERS ............................................................................................................................................. 15 
6.7     REMOVAL AND RESIGNATION ............................................................................................................................ 15 
6.8     FIDUCIARY DUTIES; AUTHORITY ......................................................................................................................... 15 
ARTICLE VII DISPUTE RESOLUTION ....................................................................................................................... 16 
7.1     GENERAL ....................................................................................................................................................... 16 
7.2     NOTICE OF DISPUTE ......................................................................................................................................... 16 
7.3     RESOLUTION EFFORTS; MEDIATION .................................................................................................................... 16 
7.4     DEADLOCKED DISPUTE ..................................................................................................................................... 16 
7.5     ARBITRATION ................................................................................................................................................. 16 
7.6     DISSOLUTION ................................................................................................................................................. 17 
ARTICLE VIII MANAGING MEMBER REPRESENTATIONS AND WARRANTIES ......................................................... 17 
8.1     REPRESENTATIONS AND WARRANTIES OF THE MANAGING MEMBERS........................................................................ 17 
8.2     ENTITLEMENT TO RELY ON REPRESENTATIONS AND WARRANTIES ............................................................................. 18 
ARTICLE IX EXCULPATION AND INDEMNIFICATION .............................................................................................. 18 
9.1     EXCULPATION OF COVERED PERSONS .................................................................................................................. 18 
9.2     INDEMNIFICATION ........................................................................................................................................... 18 
ARTICLE X DISSOLUTION, LIQUIDATION, AND TERMINATION .............................................................................. 20 
10.1    MANAGING MEMBER DISSOLUTION ACTIONS ....................................................................................................... 20 
10.2    EVENTS CAUSING DISSOLUTION ......................................................................................................................... 20 
10.3    DISTRIBUTION ................................................................................................................................................ 21 
10.4    ACCOUNTING ON LIQUIDATION .......................................................................................................................... 22 
10.5    TERMINATION ................................................................................................................................................ 23 
ARTICLE XI MISCELLANEOUS ................................................................................................................................ 23 
11.1    RECORDS ....................................................................................................................................................... 23 
11.2    THIRD PARTY BENEFICIARIES.............................................................................................................................. 23 
11.3    BINDING EFFECT ............................................................................................................................................. 23 
11.4    SEVERABILITY ................................................................................................................................................. 23 
11.5    NOTICES ........................................................................................................................................................ 23 
11.6    USAGE GENERALLY; INTERPRETATION ................................................................................................................. 24 
11.7    ENTIRE AGREEMENT ........................................................................................................................................ 24 
11.8    COUNTERPARTS .............................................................................................................................................. 24 
11.9    AMENDMENTS ................................................................................................................................................ 24 
11.10    FURTHER ASSURANCES ................................................................................................................................ 24 
11.11    GOVERNING LAW........................................................................................................................................ 24 
11.12    REGISTERED OFFICE..................................................................................................................................... 25 
11.13    FEES AND EXPENSES .................................................................................................................................... 25 
11.14    WAIVERS .................................................................................................................................................. 25 
11.15    DISPUTE RESOLUTION PROCESS SOLE REMEDY. ................................................................................................ 25 



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SCHEDULES AND EXHIBITS 
Schedule 1         Capital Contributions, Gross Asset Values, and Membership Interests 
Schedule 2         Licensed Properties and Maps 
Schedule 3         Addresses of PDA and Managing Members 
Exhibit A          Delegation of Authority Master Policy 


















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