COMMISSION AGENDA MEMORANDUM Item No. ACTION ITEM Date of Meeting DATE: November 12, 2025 TO: Stephen P. Metruck, Executive Director FROM: Chris Wimsatt, Chief Financial Officer Elizabeth Morrison, Director, Corporate Finance 8d December 9, 2025 Michael Tong, Director, Corporate Budget SUBJECT: 2026 Interlocal Agreement for Intergroup Common Issues Among and Between the Northwest Seaport Alliance (NWSA) and the Port of Tacoma and the Port of Seattle Amount of this request: Total estimated project cost: $0 $0 ACTION REQUESTED Request Commission authorization for the Executive Director to enter and execute an interlocal agreement (ILA) agreement for intergroup common issues among and between the NWSA and the Port of Tacoma and the Port of Seattle. EXECUTIVE SUMMARY The purpose of this Agreement is to allow for relatively low-cost, inter-group agreements ("IGAs") between either or both Homeports and the NWSA when the entities are aligned and acting jointly without further Managing Member or Homeport commission vote. JUSTIFICATION The ILA covers only certain lower dollar/limited scope transactions among or between the three entities that would otherwise require governing body approval. For example, joint procurements for the Economic Impact Study or amendments to contracts with Quiet Sound. It requires all 3 entity Executives be notified of any transaction using this authority, even if only between two entities. Additionally, all of these transactions will be posted on website for transparency. DETAILS The Port of Tacoma and the Port of Seattle have entered into an agreement to establish The Northwest Seaport Alliance pursuant to the following federal and state authorities: (1) the Federal Maritime Commission (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, (3) RCW 39.34.030, Template revised April 12, 2018. COMMISSION AGENDA - Action Item No. 8d Meeting Date: December 9, 2025 Page 2 of 2 the state Interlocal Cooperation Act, and (4) pursuant to ESHB 1170, WA Session Laws of 2015-6, (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 NWSA. From time to time, the Parties have occasion to collaborate and work jointly on issues on which they are fully aligned and are able to share costs and wish to do so under the Interlocal Cooperation Act, RCW 39.34 for the limited scope, duration and cost of activities addressed herein. Examples of scenarios for which the Parties could utilize this Agreement include where collaboration on procurement would create efficiencies, the Parties are engaged in a joint study, or the Parties seek to participate in a community or industry group such as Maritime Blue or Quiet Sound. Scope of Work NWSA and Homeport staff may negotiate and enter into IGAs for joint efforts using the authorization provided for in this Agreement without the need for further Commission or Managing Member action provided all of the following are met: a) the total cost of the IGA is less than the lowest delegated amount to the leader of any of the three entities; b) the entities seek to embark on a joint effort where interests are aligned; c) the CEO or Executive Director(s) of all three entities are provided a draft of the IGA by the leading agency staff member five days prior to finalizing the agreement; d) the approved IGA references this Agreement and is filed with the NWSA Clerk; and e) the IGA is posted on the participating Parties' websites. This Agreement does not authorize real estate transactions between the Parties. Schedule This ILA is effective January 1, 2026 through December 31,2026. FINANCIAL IMPLICATIONS None ADDITIONAL BACKGROUND None ATTACHMENTS TO THIS REQUEST (1) Interlocal Agreement PREVIOUS COMMISSION ACTIONS OR BRIEFINGS None Template revised September 22, 2016; format updates October 19, 2016.