The Northwest Seaport Alliance FMC Due Diligence Team
The Northwest Seaport Alliance  Transition Plan 
DRAFT AS OF 5/5/15 
1.0    Introduction 
This document fulfills requirements for a Transition Plan as defined in the Framework 
ILA.  It defines the steps and timeframes needed to fully execute and optimize the 
performance of The Northwest Seaport Alliance (Alliance).
As described in the Alliance Agreement Framework ILA, there will be a transition period 
to the unified management structure. This will begin upon adoption of the final Alliance 
Agreement.
As defined in the Framework ILA, this Transition Plan document addresses: 
Management  structure  and  organizational  functions,  and  organizational 
development 
Financial startup framework and processes
Human resources transition plan, identification of Homeport support functions 
and an integrated allocation process 
Refinement  of  a  10year  strategic  business  plan,  with  identification  of 
performance metrics in coordination with key stakeholders, including customers 
and labor 
Formulation  of  an  internal  and  external  communications  strategy,  and 
development of a robust plan for a public engagement and comment process. 
2.0    Management Structure and Organizational Development 
Organizational Development 
The Alliance will be established soon after approval is received from the Federal 
Maritime Commission. The Alliance is expected to begin independent operations under 
the terms of the Alliance PDA Charter on August 1, 2015. Also effective at that time, the 
Homeports will license to the Alliance the operation, management and use of identified 
Port properties.
The Alliance will develop as an independent organization during a thoughtful Transition 
Period.  The move to independent operations will support stronger accountability, 
clarity and efficiency  to meet the objective defined by the Framework ILA (approved in 
October 2014) for the Alliance to have an independent and financially sustainable 
business model. 
Major steps in this process are as follows: 
It is anticipated that the Alliance will be established in August 2015. 
August  December 2015 is defined as the "Startup Period". During this startup 
period in 2015, the Alliance will begin to operate under the terms of the PDA 

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Charter. Staff identified as working full time on Alliance business will be assigned 
from their Homeport to the Alliance (see legal description below)1.  Service 
Agreements will be put in place for other staff support. Each Homeport will 
collect their respective costs associated with Alliance activities in preparation for 
creating the formal financial entity on January 1, 2016.
Calendar Year 2016 is a Transition Period. Employees assigned to the Alliance 
will begin to move into Alliance employment. Most transition processes are 
anticipated to be complete by the end of 2016, although some will be provided a 
longer timeframe if needed to support a sound transition. 
Through the Transition Period, it is expected that no existing Port of Seattle or 
Port of Tacoma employees will be out of work due to formation of the Alliance, 
although employees assigned to the Alliance may have different scopes of work 
and responsibilities than in their existing jobs.
Employees covered by current Collective Bargaining Agreements (CBAs) will 
remain employed by their respective Homeports. No changes to those CBAs or 
to the terms and conditions of represented employees are anticipated. The 
allocation of the cost of services provided by represented employees to the 
Alliance will be made through Service Agreements. 
Staff Assignment 
Initially, approximately 30 to 40 people who are currently Port of Seattle and Port of 
Tacoma employees will be assigned to the Alliance. These are people who work full 
time or close to full time on Alliance (marine cargo related) business. These include all 
of the "customer facing" employees in the Commercial and Operations segments of the 
Alliance business, plus management positions for all primary Alliance functions.
In January 2016, these people will begin to transition to Alliance employment. It is 
expected that by the end of 2016, all of these people will be Alliance employees. The 
Alliance 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. 
It is assumed that the primary offices for Alliance employees (and Homeport employees 
assigned to the Alliance) will be both in Seattle and Tacoma, and assignment to the 
Alliance will not require relocation. However, Alliance customer and team coordination 
will require frequent travel between the Ports, and to centrally located meetings. The 
Alliance will work on development of transportation strategies to maximize productivity 
and efficiency associated with this travel.

1 Staff assigned fulltime to the Alliance PDA will be employed directly by the PDA, or will be formally 
assigned from the Port of Tacoma or Port of Seattle to the Alliance through Seconding ILA Agreements 
between the Homeports and the Alliance. Seconding agreements specify that assigned employees will 
report to Alliance management, but their salary and benefits will continue to be paid by their Homeport. 

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Many Port of Seattle and Port of Tacoma employees who are not assigned to the 
Alliance will provide service to the Alliance through Service Agreements, as described 
below.
Support Services Provided through Service Agreements between Homeports and the 
Alliance 
Focused support will be provided to the Alliance from Homeport staff through specific 
Service Agreements2.  These include nonrepresented employees who will provide 
services to the Alliance 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 for equipment and facilities maintenance, Port 
security/police, railroad operations, construction inspection, and similar.
During the initial years of Alliance operations, Alliance employee functions and those 
functions provided through Service Agreements will be evaluated and adjusted as 
appropriate to best support the Alliance business model. 
Following the Alliance organizational development, Alliance staff could also provide 
support to the Homeports if needed, using Service Agreements.
Management Structure 
Upon formal initiation of the Alliance, John Wolfe will serve as Alliance CEO, reporting 
directly to the Alliance Managing Members. John will have two direct reports: Don 
Esterbrook will lead the Commercial team, and Kurt Beckett will lead Operations. Mr. 
Wolfe, Mr. Esterbrook and Mr. Beckett intend to meet weekly with leads from all 
primary functions such as: Business Development; Service Delivery; Project Delivery, 
Planning & Environmental; External Affairs; Finance & Administration; Human Resources 
and Legal. 
In order to support development of key industrial projects underway at the Port of 
Tacoma, Port of Seattle and Port of Tacoma Commissions agree that John Wolfe will 
initially serve as both the CEO of the Alliance and the CEO of the Port of Tacoma. Both 
Commissions recognize the duality of these responsibilities, for both CEO Wolfe and 
other management team members. Port of Tacoma employees will be organized based 
on the Alliance organizational structure, through which they will report for execution of 
Service Agreements.
CEO Wolfe and other 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 Alliance.   No 

2 Service Agreements between the Alliance and the Homeports will provide efficient mechanisms for 
Homeport staff to allocate their time and associated overhead to the Alliance for Seaport Alliance 
business 

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individual, including CEO Wolfe, shall hold dual executive management responsibilities 
for a period of more than five years. By the end of this period, the Port of Tacoma shall 
transition to a new and independent management structure and team.
3.0    Financial Framework and Processes 
During the Startup Period, anticipated to begin August 1, 2015 and continue through 
December 2015, each Homeport shall continue to receive all revenues and pay all 
expenses related to the operations, management and use of the licensed properties.
For fiscal year 2015, all financial activities associated with the Alliance licensed 
properties will continue to be accounted for as part of the Homeport financial 
information. Each Homeport will collect their respective costs associated with Alliance 
activities in preparation for the commencement of Alliance budget accounting activities 
on January 1, 2016. During the 2015 Startup Period: 
The Homeport accounting teams will develop consolidated financial statements 
for the Alliance to be prepared beginning fiscal year 2016. 
The Homeports will jointly develop an Alliance budget for 2016 and plan of 
finance as part of the current budget cycle for each Port. 
A final calculation of Members' Interests will be conducted at the end of Fiscal 
Year 2015 to affirm assumptions used in the due diligence valuation. A trueup 
mechanism may be implemented at year end if agreed by the Members. 
Beginning January 1, 2016, the Managing Members (Port of Seattle and Port of Tacoma) 
will make the capital contributions required under the Charter.
The Alliance will use a Joint Venture Accounting Model consistent with governmental 
accounting standards.  Each Port's Income Statement will be modified to reflect 
participation in the Alliance.  The Alliance will have its own financial statements.
Revenues and expenses contributed to the Alliance will be transferred from each Port's 
Income Statement and combined to form the Alliance Income Statement. Alliance net 
income will be shared consistent with the Membership Interest (50/50), and each Port's 
net income share will be recognized as operating revenue on its own financial 
statements. The Alliance income that will be shared (and booked as operating revenue 
by the Ports) will be the bottom line after all operating and nonoperating revenues and 
expenses. Each Port will also recognize its equity interest in the Alliance as an asset on 
its balance sheet. 
The initial working capital and capital contributions will be made to the Alliance 
by the Homeports to create the formal financial entity on January 1, 2016. 
During fiscal 2016, the Managing Members will determine the process for and 
selection of the external audit resource for the Alliance. 


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4.0    Strategic Business Plan
Strategic Business Plan Development 
During the Due Diligence Period for the Alliance, the joint Commercial Teams and 
Commissions from the two Ports worked together to develop a Strategic Business Plan 
for the Alliance, with a 10year planning horizon. This plan sets forward a strategic vision 
for the Puget Sound gateway for the period 20152025. 
The Strategic Business Plan will be used as a framework to guide individual future down
line buildout decisions which will be based on market demand, capital capacity, speed 
to market, and Alliance decision criteria.
The plan defines guiding principles for increased cargo volumes, job creation and 
financial performance. It defines opportunities for development of Strategic Terminals 
with the ability to handle ultralarge container ships and increased throughput.  It 
proposes approaches for phased buildout of strategic terminals based on market 
drivers, opportunities to optimize existing facilities, and opportunities to use excess 
container terminal acreage for alternative cargos and boost the Alliance diversified 
cargo portfolio. The plan additionally addresses the Alliance 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. 
Customer and Stakeholder Outreach 
Beginning with FMC approval of the Framework ILA in December 2014, the Commercial 
Teams from the two Ports have been conducting joint customer and stakeholder 
outreach and gateway marketing. That work has continued in earnest through 2015, 
including a joint trip to central and eastern Washington customers in April 2015. It has 
both informed development of the Strategic Business Plan, and begun steps to 
implementation.
With formal initiation of the Alliance in August 2015, the Alliance will market and secure 
customers under the new Alliance brand, including an official launch event with 
customers.
Strategic Business Plan Tracking and Updates 
Periodic reporting and evaluation of key Alliance metrics is essential to success.
Beginning in January 2015, the two Ports are reporting joint, combined cargo statistics.
The Strategic Business Plan will be periodically evaluated relative to market and 
performance data, and updated accordingly. 
5.0    Communications Strategy
Beginning with the Alliance initiation on August 1, 2015, the Alliance will do business 
under its new brand  with distinct logo, website, and email domain.
During the Alliance Startup and Transition periods, a comprehensive communications 
strategy will be implemented with the media, editorial boards, elected officials, civic 

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leaders, customers and stakeholders.  The communications strategy will focus on 
elements including: 
Regular internal and external updates on progress to start the Alliance. 
Capturing key "firsts" and milestones (e.g. first 100 days, end of 2015, 1st year, 
gateway cargo volume reports, progress on key Alliance metrics, etc.) of the 
Alliance and related commission actions. 
Proactive introduction/increased visibility of CEO with statewide and industry 
media and key leaders. 
Aligning proactive industry media reports with commercial marketing efforts. 
External/public affairs professionals at the Alliance and both Homeports will work 
closely with one another to implement comprehensive outreach activities including 
public policy advocacy, community relations engagement and fostering stakeholder 
partnerships to ensure a unified Alliance voice with external audiences. Ongoing work 
will be required to develop protocols to delineate situations and issues where a distinct 
Homeport  communications  or  advocacy  position  and  voice  is  required  and/or 
appropriate. 
Communications staff at the Homeports will support human resources staff in ongoing 
efforts to facilitate twoway dialogue with employees about the startup and transition 
process. Additionally, Alliance communications will partner with human resources and 
Alliance executives to support the creation of a new and distinct Alliance culture. 
6.0    Public Records Management 
The following approach will be used to prepare the Alliance organization to efficiently 
handle public records requests, in accordance with statutory requirements. 
During the "startup period", anticipated to by August 1, 2015  December 31, 2015 the 
Homeports will continue to respond to any alliance public records requests: 
1. A common email domain for all Alliance business will be established (users 
can be identified by Homeport and included in any public records request for 
that Port). 
2. Common policies and procedures for document retention will be 
implemented for all Alliance business. 
3. The Homeports will work together to ensure compliance with public records 
requests. 
As of January 1, 2016, when the PDA becomes a full legal entity, a single person will be 
identified as the Alliance Public Records Officer, with supporting staff at both 
Homeports. 
This will ensure appropriate documentation and record keeping, and ability to respond 
to public records requests. The Alliance, as an independent entity must retain records 
and be able to respond efficiently to requests.

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Debbie Givens at the Port of Tacoma will be appointed as the Alliance Public Records 
Officer upon Alliance startup. In advance of Alliance startup, Ms. Givens will oversee 
development of the Alliance records management policies and procedures, for approval 
by the Alliance Due Diligence Steering Committee and Commission as appropriate.

















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