DRAFT 2015-05-05 




PORT OF SEATTLE/PORT OF TACOMA 
ALLIANCE AGREEMENT 

FMC AGREEMENT NO. __________________ 

A Marine Terminal Operator Agreement as defined in 46 C.F.R. 535.201(b) 
Original Effective Date:

Expiration Date: None

Port of Seattle/Port of Tacoma Alliance Agreement 
FMC Agreement No. _________ 
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TABLE OF CONTENTS 

ARTICLE I: FULL NAME OF THE AGREEMENT .................................................................... 1 
ARTICLE II: BASIS FOR AGREEMENT .................................................................................... 1 
ARTICLE III: PURPOSE OF THE AGREEMENT ...................................................................... 3 
ARTICLE IV: PARTIES TO THE AGREEMENT ....................................................................... 3 
ARTICLE V: GEOGRAPHIC SCOPE OF THE AGREEMENT .................................................. 4 
ARTICLE VI: AGREEMENT AUTHORITY ............................................................................. 4 
ARTICLE VII: ADMINISTRATION AND DELEGATION OF AUTHORITY .......................... 5 
ARTICLE VIII: DURATION, MODIFICATION, AND TERMINATION .................................. 6 
SIGNATURE PAGE   .................................................................................................................. 7 









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Port of Seattle/Port of Tacoma Discussion Agreement 
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ARTICLE I: FULL NAME OF THE AGREEMENT 
This Agreement is known as the Port of Seattle/Port of Tacoma Alliance Agreement
("Agreement"). 
ARTICLE II: BASIS FOR AGREEMENT 
A. The Ports of Tacoma and Seattle ("Ports") are separate port districts governed by locally
elected port commissioners. They are 30 miles apart on Puget Sound. There are over 75
different ports in Washington. Washington state law provides for local control of port
facilities, and also allows each port to exercise any of its powers jointly with any other
port by mutual agreement. 

B. The Ports are the two largest ports in Washington state, with extensive investments in
their marine facilities, and together are the third largest trade gateway in the United
States. Each port handles container and other cargos. The Ports estimate that a significant
segment of their import cargo is bound for destinations outside Puget Sound, principally
the Midwest. This discretionary cargo is critical for the financial stability of the Ports
and the private marine terminal operators who operate the terminals.

C. The leaders of the Ports believe that recent developments in the shipping industry
threaten the future of the United States Pacific Northwest trade. These developments
include: 
1.  The Ports have faced increased competition from other expanding ports across
North America, prompting them to explore opportunities for a creative
collaboration. 

2.  Losses in the Pacific trade over the past three years have led shipping lines to
consolidate into alliances. Such alliances require ports to craft cooperative
responses, where appropriate, to meet shipping lines' needs.

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3.  Shipping lines are deploying larger container ships. The size of these ships
could lead to fewer port calls, but also signals an opportunity for ports that
have the capability to handle these vessels through deeper drafts, stronger
aprons and berths, and adequate cranes.

4.  The larger container ships entering the shipping trades require significant
capital investment by ports and marine terminal operators in infrastructure.
Ports must make targeted and strategic infrastructure investments to remain
competitive.

D. The Ports, in recognizing these developments, entered into an earlier discussion
agreement that became effective as FMC Agreement No. 201222) ("Discussion
Agreement"). The purpose of the Discussion Agreement was to set forth a framework in
which the Ports would explore the feasibility of entering into an alliance. In conjunction
with the Discussion Agreement, the Ports entered into an interlocal agreement that
described how the Ports would proceed to determine the feasibility of entering an alliance
(that interlocal agreement is referred to as the "Framework ILA"). Following
consideration of issues relating to the form, management, and content of an alliance
between them, the Ports have now concluded their review under the Discussion
Agreement and the Framework ILA and are prepared to move forward with this
Agreement and form an alliance between the Ports. 
E.  The Ports will form the alliance pursuant to the following federal and state authorities: (1)
this Alliance 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) Title 53.XX RCW, which authorizes the Ports to

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create a port development authority ("PDA") to operate certain marine facilities jointly,
to be known as The Northwest Seaport Alliance ("Alliance"). 
ARTICLE III: PURPOSE OF THE ALLIANCE AGREEMENT 

A. The purpose of this Alliance Agreement ("Agreement") is to authorize its signatories to
meet, discuss, collect and share information, and to coordinate and reach agreement and
implement all actions under its authority, and the authority of other agreements approved
by the Ports' Commissions in conjunction with creating and managing the Alliance.
Alliance activities carried out pursuant to this Agreement shall include, but are not
limited to, management, operation and use of the facilities designated as within the scope
of the Alliance and this Agreement; joint marketing; planning; development and
utilization of Alliance facilities; negotiating, setting and approving all terminal rates,
charges, rules and regulations, and rates of return; and exploring all development and use
options relating to those facilities that the Ports designate as falling within the scope of
the Alliance and this Agreement. 

B. The Alliance PDA shall be effective August 1, 2015 pursuant to RCW 39.34.030, the
Interlocal Cooperation Act, RCW 53.08.240, which expressly permits joint operation and
investment outside of a port's district boundaries  and Title 53.XX RCW, which
authorizes the Ports to create a PDA to operate certain marine facilities jointly as the
Alliance, for a term commencing on August 1, 2015 continuing indefinitely until
dissolution in accordance with the provisions of the PDA Charter or as otherwise
provided by law. 
ARTICLE IV: PARTIES TO THE AGREEMENT 
A. The parties to the Agreement are: 
1. Port of Seattle 
2711 Alaskan Way 
Seattle, WA 98121

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2.  Port of Tacoma 
One Sitcum Plaza 
Tacoma, WA 98421 

B. Both Ports are municipal corporations of the state of Washington, each of which act by
and through their respective Commissions. 

C. The signatories to this Agreement may from time to time invite outside parties to attend 
Agreement meetings to consult with or otherwise provide input, information, or expertise
on subjects within the Agreement's purposes. Such parties will not participate in the
deliberations or any decision-making processes that may be allowed under this
Agreement. The signatories to this Agreement may also meet in Executive Session (nonpublic
meetings pursuant to certain exemptions defined in Washington State's Open
Public Meetings law Chapter 42.56 RCW); such Executive Sessions are not considered
FMC Agreement meetings held pursuant to this Agreement.
ARTICLE V: GEOGRAPHIC SCOPE OF THE AGREEMENT 
This Agreement covers all geographic areas served by the Ports of Seattle and Tacoma. 
ARTICLE VI: AGREEMENT AUTHORITY 
The Ports are authorized to create the Alliance and to discuss, collect and share information
and coordinate and reach agreement and implement the following actions: 

A. Management, use and operation of the marine cargo business of the Ports by the
Alliance at those facilities placed within the Alliance. 

B.  Exercise by the Alliance, acting through the PDA, of its authority to exercise the powers
permitted to PDAs, subject to applicable federal and state laws.

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C.  Facility planning and development for those facilities that the Ports place within the
PDA ("Licensed Properties"). The Ports may place or not place facilities within the
PDA by agreement so long as they are within the geographical scope identified in
Article V. 

D. Management, use and operation of the Licensed Properties. 

E.  Working with federal, state, and local governments and agencies and the private sector
to enhance existing or developing regional, port-related transportation infrastructure. 

F.  Seeking legislation, regulations, and funding from local, state, and federal governments
as to any matter within the scope of this Agreement. 

G. Establishing and implementing policies to achieving financial returns for the Licensed
Properties, based on all terminal rates, charges, and rules and regulations, whether
imposed by tariff, marine terminal operator schedule, lease or other contract, or in any
other manner. 

H. Expenditures of funds for the purposes described in this Agreement. 

I.   Carrying out all other activities as set forth in the PDA Charter, it's supporting
documents, future amendments, and any subsequent agreements between the Ports
relating to the PDA. 
ARTICLE VII: ADMINISTRATION AND DELEGATION OF AUTHORITY 
A. Administration. The Ports will administer this Agreement through their duly authorized
representatives. The Ports may carry out the activities authorized in this Agreement

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through meetings, telephone communications, video conferences, electronic mail or other
communications means as the signatories choose. 

B. Committees. The Ports may establish committees and subcommittees as they deem
desirable to carry out the purposes of this Agreement. All such sub-groups under this
Agreement will maintain minutes of their meetings and make those available to the
Secretary under this Agreement. 

C. Outside Resources. The Ports may hire and retain consultants, subcontractors, or other
third parties to carry out the purposes of this Agreement, subject to the Ports' respective
agreement regarding costs in connection with such hiring. 

D. Secretary. The Ports will select one or more secretaries to be responsible for all
administrative tasks under this Agreement ("Secretary"). The Secretary will take minutes
of all meetings held under this Agreement and a record of all discussions and actions
taken within such meetings. The Secretary will file minutes of all meetings conducted
under the Agreement and any materials provided to the Ports, committees, or
subcommittees with the Commission and provide copies to each Port, provided that
Executive Sessions defined herein at Article IV are not considered FMC Discussion
Agreement meetings held pursuant to this Agreement. 
ARTICLE VIII: DURATION, MODIFICATION, AND TERMINATION 
A. Duration. This Agreement will become effective as of its effective date under the U.S.
Shipping Act of 1984, as amended, including under 46 U.S.C.  40304. This Agreement
will have an indefinite term, and will continue in full force until terminated by action of
the signatories or the Commission.

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B. Modification. The signatories may amend this Agreement if both signatories agree in
writing. The Secretary will file the amendments with the FMC and the amendments will
be effective as specified under applicable federal law and regulation. 

C. This Agreement and each amendment to or republication of this Agreement may be
executed in one or more counterparts, and all of such counterparts shall constitute one
Agreement, notwithstanding that all signatories have not signed the same counterpart. 

IN WITNESS WHEREOF, the parties have executed this Alliance Agreement on the dates
below. 

PORT OF SEATTLE           PORT OF TACOMA 

_____________________________ ______________________________ 
By __________________________     By ___________________________ 
Its ___________________________     Its ____________________________ 
Date: _______________________      Date: _________________________