MINUTES Managing Member Meeting Tuesday, November 4, 2025 | 9:30 AM The Fabulich Center, 3600 Port of Tacoma Road, Tacoma, WA Live streamed http://www.nwseaportalliance.com/about-us/governance Commissioners present: Port of Seattle: Toshiko Hasegawa Ryan Calkins Sam Cho Fred Felleman Hamdi Mohamed (in person until 1:09 p.m. then via Teams) Port of Tacoma: John McCarthy Kristin Ang Deanna Keller Dick Marzano Don Meyer Call to Order The meeting was called to order at 9:32 a.m. by Co-Chair McCarthy. Recess to Executive and Closed Session: The Managing Members went immediately into executive session pursuant to RCW 42.30.110(1)(i) to discuss with legal counsel representing the agency litigation and (iii) potential litigation defined as litigation or legal risks of a proposed action or current practice that the agency has identified when public discussion of the litigation or legal risks is likely to result in an adverse legal or financial consequence to the agency. The executive session lasted from 9:37 a.m. until 11:00 a.m. Return to Order Co-Chair McCarthy called the meeting back to order at 12:02 p.m. Flag Salute The Pledge of Allegiance was recited. Report by the Chief Executive Officer NWSA CEO, John Wolfe, provided a summary of the meeting agenda. Public Comment None. Work Group / Committee Reports Commissioner Calkins provided a report from the Audit Committee. Commissioner Keller provided a report from the Legislative Work Group. Commissioner Ang provided a report from the Internal Governance Work Group. Commissioner Cho provided a report from the Environmental Work Group. Consent Agenda 8A. 8B. 8C. Approve the September 3, 2025 Minutes Approve the September 9, 2025 Special Meeting Minutes (1) Approve disbursements totaling $29,084,146.03 on checks 1708 through 1919 and 1921 through 1982 in the amount of $16,922,866.66 and electronic payments in the amount of $12,161,279.37 issued during the period of August 22, 2025, through October 24, 2025, certified by the NWSA Auditor. P.O. Box 2985 | Tacoma, WA 98401-2985 | 800-657-9808 The Northwest Seaport Alliance is a marine-cargo operating partnership of the Port of Seattle and Port of Tacoma. 8D. 8E. 8F. 8G. (2) Approve disbursement of $9,013.68 on check 1920 issued during the period of August 22, 2025, through October 24, 2025, certified by the NWSA Auditor. Authorize the CEO or his delegate to execute Auto Warehousing Company Lease and Operating Agreement Eleventh Amendment is substantially the same form as presented. Authorize the CEO or his delegate to spend Washington State Department of Transportation Port Electrification Grant funding in the amount of $850,000 to purchase zero-emission cargohandling equipment for use at the East Blair One Terminal in the Tacoma Harbor. Project authorization in the amount of $100,000 for a total authorized amount of $1,585,000 for work associated with the PCT Maintenance Dredging Project, Project ID 201114.03. Dual Action NWSA/Port of Tacoma - Authorize the NWSA CEO and the Port of Tacoma Commission's authorization for the Port of Tacoma Executive Director, or their respective delegates to execute permanent easement 3-09670 located on NWSA Licensed Property granted to the Washington State Department of Transportation, and further that the NWSA Managing Members authorize the NWSA CEO, or his delegate, to execute temporary construction easements, 3-09670 and 3-11242 located on NWSA Licensed Property granted to the Washington State Department of Transportation all in support of the State Route 167 Completion Project. Item 8C(2) was removed from consent for separate consideration. It was moved and seconded (Cho/Keller) to approve the Consent Agenda as amended (Items 8A, 8B, 8C(1), 8D, 8E, 8F, and 8G). The motion carried by the following vote (taken by show of hands). Port of Seattle: Toshiko Hasegawa - in favor Ryan Calkins - in favor Sam Cho - in favor Fred Felleman - in favor Hamdi Mohamed - in favor Port of Tacoma: John McCarthy - in favor Kristin Ang - in favor Deanna Keller - in favor Dick Marzano - in favor Don Meyer - in favor It was moved and seconded (Meyer/Calkins) to approve disbursement of $9,013.68 on check 1920 issued during the period of August 22, 2025, through October 24, 2025, certified by the NWSA Auditor (Item 8C(2)). Port of Seattle: Toshiko Hasegawa - aye Ryan Calkins - aye Sam Cho - aye Fred Felleman - aye Hamdi Mohamed - aye Port of Tacoma: John McCarthy - abstain Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye Don Meyer - aye Actions 9A. 2026 Budget Adoption CFO David Morrison presented. Topics covered: 2 • • • • • • Risks and unbudgeted changes identified since the October 24, 2025 budget study session were presented. 2024 actual results, 2025 forecast, and 2026 budget distributable cash were presented. Staff noted the settlement at Terminal 30's impact on 2025 forecast and 2026 budget. NWSA Memberships over $10,000 include American Association of Port Authorities, Pacific Northwest Waterways Association, Washington Council on International Trade and Green Marine. Promotional Hosting for 2026 budgeted at $316,050. The statutory limit is $690,710.00. The 2026-2030 Capital Investment Plan (CIP) budget is $509,146.00. Distributable Cash history from 2016 through 2026 forecast shared. It was moved and seconded (Felleman/Calkins) that the Managing Members of The Northwest Seaport Alliance approve: (1) The 2026 Annual Operating Budget including memberships over $10,000 and Promotional Hosting; (2) The 2026-2030 Capital Investment Plan; (3) Delegation to the NWSA CEO, or his delegate, to enter into an execute the 2026 Interlocal Agreements for Support Services (Service Level Agreements (SLAs)) with the Homeports; and (4) Delegation to the NWSA CEO, or his delegate, to enter into an execute the Interlocal Agreement for Intergroup Common Issues Among and Between the NWSA and the Port of Tacoma and the Port of Seattle. Discussion: • The budget approach was discussed. • Commissioner Meyer expressed concern regarding the amount budgeted for staff compensation considering risk and revenue forecast. It was moved and seconded (Meyer/McCarthy) to amend the 2026 Annual Operating Budget item 9A(1) to strike the 7.5% salary increase and authorize a 4.5% total salary increase with the CEO setting the amounts for merit, recognition and market consistent with the three budget categories. Following discussion and debate, the motion failed. Port of Seattle: Toshiko Hasegawa - no Ryan Calkins - no Sam Cho - no Fred Felleman - no Hamdi Mohamed - no Port of Tacoma: John McCarthy - no Kristin Ang - no Deanna Keller - no Dick Marzano - no Don Meyer - aye Co-Chair McCarthy then called for the vote on item 9A(1). Approval of 9A(1) the 2026 Annual Operating Budget including memberships over $10,000 and Promotional Hosting as presented carried by the following vote: 3 Port of Seattle: Toshiko Hasegawa - aye Ryan Calkins - aye Sam Cho - aye Fred Felleman - aye Hamdi Mohamed - aye Port of Tacoma: John McCarthy - aye Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye Don Meyer - no Discussion continued to item 9A(2) the 2026-2030 CIP: • The rationale for a conservative approach to the CIP was discussed and investment related to restoration/maintenance projects at Terminal 18 were described. • Co-Chair McCarthy highlighted that although funds for a project are included in the CIP, the project is not automatically authorized to proceed. Managing Member approval is required for all projects over $350,000. Approval of 9A(2) the 2026 - 2030 Capital Investment Plan carried by the following vote: Port of Seattle: Toshiko Hasegawa - aye Ryan Calkins - aye Sam Cho - aye Fred Felleman - aye Hamdi Mohamed - aye Port of Tacoma: John McCarthy - aye Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye Don Meyer - aye Approval of 9A(3) delegation to the NWSA CEO to enter into and execute the 2026 Interlocal Agreements for Support Services (SLAs) with the Homeports carried by the following vote: Port of Seattle: Toshiko Hasegawa - aye Ryan Calkins - aye Sam Cho - aye Fred Felleman - aye Hamdi Mohamed - aye Port of Tacoma: John McCarthy - aye Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye Don Meyer - aye Approval of 9A(4) delegation to the NWSA CEO to enter into an execute the Interlocal Agreement for Intergroup Common Issues Amongst and Between the NWSA and the Port of Tacoma and the Port of Seattle carried by the following vote: Port of Seattle: Toshiko Hasegawa - aye Ryan Calkins - aye Sam Cho - aye Fred Felleman - aye Hamdi Mohamed - aye Port of Tacoma: John McCarthy - aye Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye Don Meyer - aye 4 9B. Terminal 18 Water Main and Valve Replacement Project Authorization. Erin Light, NWSA Sr. Real Estate Manager and David Jones, Capital Project Manager, Port of Seattle gave the presentation. This project will replace water mains, fire hydrants and ship water supply on the east half of Terminal 18. These are beyond their serviceable life. The repairs are NWSA responsibility per the lease agreement. It was clarified that the site map in the presentation materials incorrectly included the tank farm in the lease area. That is privately owned and should be reflected as excluded. It was moved and seconded (Keller/Ang) that the Managing Members grant project authorization in the amount of $3,980,000, for a total authorized amount of $4,330,000, supporting the design phase of the Terminal 18 Water Main & Valve Replacement, Project ID No. N99963. The motion carried by the following vote: Port of Seattle: Toshiko Hasegawa - aye Ryan Calkins - aye Sam Cho - aye Fred Felleman - aye Hamdi Mohamed - aye 9C. Port of Tacoma: John McCarthy - aye Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye Don Meyer - aye Husky Area A5/A6 Pavement Repairs Project Authorization for Construction Jim Vo, NWSA Sr. Director, Real Estate and Marcus Van Valen, Engineering Project Manager Port of Tacoma This project will consist of repairing approximately 16 acres of asphalt pavement within the East Sitcum-operated area. The existing pavement has reached the end of its service life and is experiencing significant wear. Under the current lease agreement NWSA is responsible for terminal pavement and pavement maintenance. It was moved and seconded (Meyer/Hasegawa) that the Managing Members grant project authorization in the amount of $6,775,000, for a total authorized amount of $6,900,000, for construction work associated with the Husky Area A5/A6 Pavement Repairs Project ID No. 201228.01. Port of Seattle: Toshiko Hasegawa - aye Ryan Calkins - aye Sam Cho - aye Fred Felleman - aye Hamdi Mohamed - aye Port of Tacoma: John McCarthy - aye Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye Don Meyer - aye Without objection, Co-Chair McCarthy amended the order of business to hear General Business before Item 9D. 5 General Business CEO Announcements: CEO Wolfe announced that due to the Office of the U.S. Trade Representative's (USTR) postponement of the Section 301 tariff, Cosco is planning to reinstate their previously discontinued service by year-end. NWSA staff will be traveling to Europe to meet with shipping line customers. He thanked staff and commissioners for their work in support of the inaugural State of the Gateway event that occurred October 29, 2025. Commissioner Comments: Commissioner Calkins reminded everyone that today is election day and encouraged all to turn in their ballots. Commissioners Felleman and Hasegawa commented on the success of the October 29, 2025 State of the Gateway event. The Managing Members recessed at 1:31 p.m. and returned to order at 1:42 p.m. CEO Wolfe welcomed a delegation from South Korea including Busan Port Authority President and CEO Sang-Keun Song and Ulsan Port Authority President Jae-young Byeon. Introductory remarks by the Managing Members and the delegation were exchanged. Return to Actions 9D. Dual Action NWSA/Port of Seattle/Port of Tacoma Memorandum of Understanding Ports of Ulsan and Busan Steve Nicholas, Sr. Manager, Environmental & Planning Services, gave the presentation. A brief history of the US-Korea Green Shipping Corridors Project was provided. The goal of the project is to study the feasibility of accelerating the transition to zero or net-zero marine fuels in the trade lanes between the NWSA gateway and the Korean ports of Ulsan and Busan. The NWSA, Ports of Seattle and Tacoma, the Ulsan Port Authority, and Busan Port Authority have developed a Memorandum of Understanding (MOU) aimed at strengthening communication, coordination, and collaboration in the areas of maritime decarbonization and port emission reduction initiatives; green shipping corridor development and implementation; standardization of low-carbon marine fuel use and bunkering; related digitization/data-sharing processes; and associated marketing/business development opportunities. Staff is seeking Managing Member authorization to enter into the MOU. It was moved and seconded (Cho/Hasegawa) that the Managing Members of the NWSA authorize its CEO or his delegate, and that the Port of Seattle and Port of Tacoma Commissions authorize their respective Executive Directors, or their delegates, to execute the "Memorandum of Understanding between the Busan Port Authority, The Northwest Seaport Alliance, The Port of Tacoma, the Port of Seattle, and the Ulsan Port Authority on Cooperation Regarding Green Shipping Corridors, Maritime Decarbonization and Accelerated Access to Alternative Marine Fuels" in substantially the same form as presented. 6 The motion carried for the NWSA Managing Members, and the Port of Seattle and Tacoma Commissions via Dual Action Vote (taken by show of hands) as follows: Port of Seattle: Toshiko Hasegawa - in favor Ryan Calkins - in favor Sam Cho - in favor Fred Felleman - in favor Hamdi Mohamed - aye (via Teams) Port of Tacoma: John McCarthy - in favor Kristin Ang - in favor Deanna Keller - in favor Dick Marzano - in favor Don Meyer - in favor Adjourn With no further business before the Managing Members, Co-Chair Hasegawa announced the meeting adjourned at 2:15 p.m. John McCarthy, NWSA Co-Chair Port of Tacoma Commission President Toshiko Hasegawa, NWSA Co-Chair Port of Seattle Commission President Attest: Don Meyer, NWSA Co-Secretary Port of Tacoma Commission Secretary Sam Cho, NWSA Co-Secretary Port of Seattle Commission Secretary Prepared by: Juliet Campbell, NWSA Clerk 7