MINUTES

The Northwest Seaport Alliance

Managing Member Special Meeting

Port of Seattle / Port of Tacoma Special Meeting

Friday, March 7, 2025

The Fabulich Center, 3600 Port of Tacoma Road, Tacoma, WA 98424

Commissioners present:

Port of Seattle: Port of Tacoma:

Hamdi Mohamed (via Teams) Kristin Ang

Ryan Calkins Deanna Keller

Sam Cho John McCarthy

Fred Felleman (via Teams) Dick Marzano

Toshiko Hasegawa Don Meyer

1. Call to Order

The meeting was called to order at 9:32 a.m.

2. Recess Executive Session

The Managing Members recessed to an executive session to discuss with legal

counsel representing the agency potential litigation to which the agency is, or is

likely to become, a party, when public knowledge regarding the discussion is likely

to result in an adverse legal or ﬁnancial consequence to the agency. (RCW

42.30.110(1)(i)). The executive session ended at 10:55 a.m.

3. Return to Order

The Managing Members reconvened in public session and Co-Chair McCarthy

returned the Managing Member special meeting to order and called the special

meeting of the Ports of Seattle and Tacoma to order at 11:22 a.m.

4. Flag Salute

The Pledge of Allegiance was recited.

5. CEO Report

A summary of the meeting agenda was provided.

6. Public Comment

• Gabby Alvira, Paciﬁc Environment re House Bill 1689.

• Fern Uennatornwaranggoon, Paciﬁc Environment re House Bill 1689.

• Elizabeth Burton, Friends of the Earth & Washington Physicians for Social

Responsibility, re House Bill 1652.

• Written comments received from Jayne Stevenson, Paciﬁc Environment re

House Bill 1689.

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7. Work Group/Committee Reports

• Co-Chair McCarthy provided an update from the Environmental Work

Group’s February 20, 2025 meeting.

8. Consent Agenda

A. Approval of the February 4, 2025 minutes.

B. Approval of disbursements totaling $6,139,942.24 issued during the period of

January 25, 2025 through February 23, 2025 via electronic payments and on

checks 695 through 812, excluding check 741, as certiﬁed by the NWSA auditor.

C. Removed from consent.

D. Removed from consent.

The consent agenda as amended was adopted by unanimous consent.

Item(s) removed from consent:

8C. It was moved and seconded (Marzano/Keller) to approve disbursement to

the State Auditor’s Oice totaling $11,920.876 on check 741 dated

February 5, 2025 as certiﬁed by the NWSA auditor.

The motion carried by the following vote:

Port of Seattle: Port of Tacoma:

Hamdi Mohamed – aye Kristin Ang – aye

Ryan Calkins – aye Deanna Keller – aye

Sam Cho – aye John McCarthy – abstain

Fred Felleman – aye Dick Marzano – aye

Toshiko Hasegawa – aye Don Meyer – aye

8D. After discussion and amendment, the following motion was approved.

Approval pursuant to NWSA Delegation of Authority Master Policy

Section 10.a.i and direct NWSA legal counsel to take action after April 1,

2025 for Lessee’s breach of the Terminal 25/30 lease. The contract

enforcement of the lease will direct sta to exercise against the security

for the Lease supported with authorizing funding for that enforcement in

the amount of $650,000.

The motion carried by the following vote:

Port of Seattle: Port of Tacoma:

Hamdi Mohamed – aye Kristin Ang – aye

Ryan Calkins – aye Deanna Keller – nay

Sam Cho – aye John McCarthy – aye

Fred Felleman – aye Dick Marzano – aye

Toshiko Hasegawa – aye Don Meyer – aye

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Discussion:

SSA Terminals (Seattle) LLC ceased operations at Terminal 30. Approximately

15 years remain on the lease. On December 30, 2024, the Managing

Members authorized the CEO to execute the Temporary Gate Extension and

Pause Agreement Regarding Terminal 30 (Pause Agreement). The Pause

Agreement included a Pause Period during which the NWSA would not

exercise against SSA’s letter of credit or ﬁle suit against SSA for breach of the

Lease. It also provided that SSA would provide ﬁve day per week gates at

Terminals 5 and 18.

The intent was to allow the parties time to attempt to ﬁnd resolution to SSA

and their joint venture partners’ decision to leave T30 at the beginning of the

year. The pause period expires today. CEO Wolfe thanked SSA and the joint

venture partners for being compliant with the Pause Agreement to date.

Conversations continue seeking a business resolution versus ﬁling a lawsuit.

Managing Members are prepared to take legal action as a body. However, are

willing to refrain from initiating suit until after April 1, 2025.

Commissioners expressed that the expectation is that ﬁve-day gates at

Terminals 5 and 8 will continue.

Commissioner Keller does not support allowing additional time stating two

months have already passed since Lessee vacated the lease.

Council clariﬁed that by approving the motion the Managing Members are

directing legal counsel to ﬁle suit, exercise against the security under the

Lease and spend necessary funds in order to do so.

9. Action

A. First Reading of NWSA Resolution 2025-03, the Master Beneﬁt and Salary

Resolution.

Jeniann Kaelin and Trisha Perez, Human Resources Managers provided a ﬁrst

reading of proposed changes to the NWSA’s Master Beneﬁts and Salary

Resolution. Proposed changes reﬂect a cost of labor adjustment of 2.5 percent

for non-represented salary ranges eective April 1, 2025. A second and request

for adoption of the Resolution is scheduled for April 1, 2025.

[No vote taken at ﬁrst reading – Sixth Amended Bylaws of The NWSA Managing

Members Article VI, section 6.]

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B. Homeport Port of Seattle and Port of Tacoma Action: First Reading/Introduction

of a Joint Resolution of the Port of Seattle (3835)/Port of Tacoma (2025-04-PT)

Commissions, a resolution regarding Water Resources Development Act (WRDA)

Section 2106 and Harbor Maintenance Tax (HMT) Donor Port Fund distribution

for 2024 and future years.

David Morrison, CFO presented NWSA sta’s recommendation that the

Homeports adopt a joint resolution committing all Section 2106 / HMT funds

received by each Homeport, or an equivalent amount, to the NWSA as

Contributed Capital to be used for eligible projects in the respective Homeport

harbors, and further authorizing the return of cash to the two Homeports for

expensed projects as Other Cash.

[Port of Tacoma Commission action to deliberate/discuss. Resolutions for the

Port of Tacoma do not require two readings and no vote was requested at this

ﬁrst reading.]

Port of Seattle Commission: It was moved and seconded (Cho/Hasegawa) to

introduce Joint Resolution 3835 (POS) / 2025-04-PT (POT), a resolution

regarding Water Resources Development Act (WRDA) Section 2106 and

Harbor Maintenance Tax (HMT) Donor Port Fund distribution for 2024 and

future years.

The Port of Seattle Commission motion carried by the following vote:

Port of Seattle:

Hamdi Mohamed – aye

Ryan Calkins – aye

Sam Cho – aye

Fred Felleman – aye

Toshiko Hasegawa – aye

10. Brieﬁngs

A. Grant Funding Strategy and Quarterly Update.

Deirdre Wilson, Senior Manager Planning and Ryan McFarland, Director

Government Aairs updated the Managing Members on the grant program and

provided follow up to questions raised at the previous Managing Member

meeting. Topics covered included:

• Status of 2024 external funding applications.

• Risks to open NWSA grants related to presidential executive orders.

• Grant Program Update FY2025 PIDP and projects being considered for NWSA

application.

• Assistance to the Puyallup Tribe regarding applications for federal and state

grants related to East Blair Two.

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11. General Business

A. Cargo/Operations Update

Deputy CEO Don Esterbrook provided an update. He reported on Transpaciﬁc

Maritime (TPM) Conference.

B. CEO Announcements

None.

C. Commissioner Comments

• Commissioner Hasegawa provided comments opposing Seattle City Council

Bill 120933.

• Commissioner Cho provided comments regarding impacts of taris to

inﬂation.

• Commissioner Felleman commented on taris. He commented on a need

for commissioners to be better apprised when being asked to take positions

on legislation.

• Commissioners Hasegawa and Felleman support a deeper dive on the topics

raised by public commenters today and to refer such topics to the legislative

work group.

• Commissioner Ang commented on TPM and the NWSA oering consistency

and reliability in the gateway during uncertain times.

• Commissioner Marzano echoed Commissioner Hasegawa comments

regarding Seattle City Council proposed legislation and the risks it presents

to industrial land in the gateway.

• Commissioner Meyer commented on TPM. He commented he is not satisﬁed

with two terminals going dark adding that without revenue, NWSA

environmental programs could be at risk.

12. Adjourn

With no further business before the Managing Members the meeting adjourned at

1:25 p.m.

John McCarthy, NWSA Co-Chair Toshiko Hasegawa, NWSA Co-Chair

Port of Tacoma Commission President Port of Seattle Commission President

Attest:

Don Meyer, NWSA Co-Secretary Sam Cho, NWSA Co-Secretary

Port of Tacoma Commission Secretary Port of Seattle Commission Secretary

Prepared by: Juliet Campbell, NWSA Clerk