The Northwest Seaport Alliance Managing Member Regular Meeting Port of Seattle Commission Special Date: April 7, 2026 Time: 9:30 a.m. Location: The Conference Center at SEA, 17801 International Blvd. Seattle, WA Streamed http://www.nwseaportalliance.com/about-us/governance MINUTES Commissioners present: Port of Seattle Ryan Calkins Sam Cho Fred Felleman Toshiko Hasegawa (joined at 9:47 a.m.) Hamdi Mohamed (joined via Teams at 12:19 p.m.) Commissioners excused: Port of Seattle Port of Tacoma Kristin Ang Deanna Keller Dick Marzanon J.T. Wilcox (via Teams) Port of Tacoma John McCarthy 1. Call to Order Co-Chair Calkins called the meeting to order at 9:44 a.m. 2. Executive / Closed Session The Managing Members immediately recessed to hold an executive session pursuant to RCW 42.30.110(1)(g) to review the performance of a public employee. The executive session began at 9:44 a.m. and ended at 10:43 a.m. Following executive session, the Managing Members continued in closed session pursuant to Federal Maritime Commission (FMC) regulations and related laws found at 46 U.S.C. § 40306, 46 C.F.R. § 535.608, 46 C.F.R. § 535.701(i)(1) and as authorized by the Port of Seattle/Port of Tacoma Alliance Agreement (FMC No. 201228). The session lasted from 10:45 a.m. and ended at 12:05 p.m. 3. Return to Order Co-Chair Calkins called the public meeting back to order at 12:19 p.m. 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. 4. Flag Salute The pledge of allegiance was recited. Co-Chair Calkins made a statement against threatened U.S. Military action toward Iran. 5. Report by CEO CEO, John Wolfe, summarized the agenda. He highlighted agenda item 8D for Supply Chain Leaders in Action (SCLA) membership not budgeted. Mr. Wolfe shared concerns expressed by Commissioner McCarthy regarding the membership budget in general and his suggestion that The Northwest Seaport Alliance (NWSA) consider reducing other memberships in an amount equal to the SCLA membership should it be approved. The Port of Seattle is receiving an amount of $24.3 million and the Port of Tacoma is receiving $28.7 million from the Donor Equity Provision of the Harbor Maintenance Tax program along with WRDA 2106 funds. Mr. Wolfe thanked Senators Murray and Cantwell, Port of Seattle and Tacoma Commissioners, the NWSA Government AƯairs team and federal lobbyists Elevate for this successful eƯort. 6. Public Comment - n/a. 7. Committee / Work Group Reports A. A report from the Audit Committee was given by Co-Chair Calkins. B. A report from the Environmental Work Group was given by Commissioner Ang. 8. Consent Agenda It was moved and seconded (Hasegawa/Keller) to approve the consent agenda. A. Approve the minutes of the March 6, 2026 Managing Member meeting. B. Approve disbursements totaling $114,168,404.08 on checks 2576 through 2700 and 2702 through 2757 in the amount of $3,959,171.89 and electronic payments in the amount of $110,209,232.19 issued during the period February 20,2026 to March 26, 2026. C. Approve of disbursement totaling $2,779.67 on check 2701 issued during the period February 20, 2026 to March 26, 2026. D. Authorize the CEO or his delegate to allow The Northwest Seaport Alliance to join a corporate membership to Supply Chain Leaders in Action with a three-year commitment in the amount of $45,000.00 ($15,000/year). The motion carried by the following vote: Port of Seattle Ryan Calkins - aye Sam Cho - aye Fred Felleman - aye Toshiko Hasegawa - aye Hamdi Mohamed - aye Port of Tacoma Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye J.T. Wilcox - aye 9. Action A. CEO Annual Performance Review It was moved and seconded (Marzano/Keller) that the Managing Members authorize, per the terms of the CEO's employment contract, a salary increase of 3.5% to $445,050.00 plus a 1% lump sum payment of $4,300.00 eƯective April 1, 2026. The motion carried by the following vote: Port of Seattle Port of Tacoma Ryan Calkins - aye Kristin Ang - aye Sam Cho - aye Deanna Keller - aye Fred Felleman - aye Dick Marzano - aye Toshiko Hasegawa - aye J.T. Wilcox - aye Hamdi Mohamed - aye B. Terminal 5 Back Reach Electrical Removal Project Erin Light, NWSA Sr. Real Estate Manager, and Arthur Kim, Port of Seattle Capital Project Manager III, gave the presentation. Electrical equipment, including two transformers, located within the back reach of the Terminal 5 cranes impedes operations. One of the transformers provides power to six light poles. StaƯ is requesting design and construction authorization to reroute power to an alternate source and remove the electrical equipment from the crane back reach. Moved and seconded (Marzano/Keller) that the Managing Members of the Northwest Seaport Alliance grant project authorization in the amount of $650,000, for a total authorized amount of $750,000, for work associated with the Terminal 5 Back Reach Electrical Removal Project - Project Identification No. N99928. The motion carried by the following vote: Port of Seattle Port of Tacoma Ryan Calkins - aye Kristin Ang - aye Sam Cho - aye Deanna Keller - aye Fred Felleman - aye Dick Marzano - aye Toshiko Hasegawa - aye J.T. Wilcox - aye Hamdi Mohamed - aye C. First Readings of Resolutions 2026-03 and 2026-04 Municipal Research Services Center (MRSC) Rosters. Vivien Nguyen, Sr. Legal Counsel, introduced proposed resolutions 2026-03 adopting MRSC Rosters and 2026-04 amendments to the Delegation of Authority Master Policy to implement the MRSC Rosters. The adoption of the Resolutions will be placed on the May agenda for consideration by the Managing Members. D. Terminal 25/30 Dispute Final Settlement on Terminal Damage Dana Henderson, General Counsel, presented key terms of proposed Settlement Agreement, Mutual Release, and Covenant Not to Sue by and between the Northwest Seaport Alliance, SSA Terminals (Seattle), LLC, SSA Terminals, LLC, Matson Navigation Company, Inc., and COSCO Shipping Terminals, to resolve the Terminal Damage claim. Moved and seconded (Ang/Keller) that the Managing Members approve the final settlement of the Terminal 25/30 dispute with SSA Terminals (Seattle), LLC regarding Terminal Damage, and authorize The Northwest Seaport Alliance CEO to execute a settlement agreement is substantially the same form as presented. Moved and seconded (Hasegawa/Cho) that the proposed settlement agreement be amended to add a provision stating that, "for the remaining period of the Terminal 25/30 lease term, COSCO, on behalf of itself and its aƯiliated lines, agrees that if COSCO and its aƯiliated lines have one(2) or more services within the Northwest Seaport Alliance's or the Port of Seattle's or the Port of Tacoma's (the "Ports") jurisdiction, those services will call Seattle terminals such as Terminal 5 or Terminal 18, currently operated by SSA Terminals (Seattle Terminals), LLC." Commissioners debated whether the amendment requiring COSCO to call services through Seattle set precedent out of alignment with the purpose of the Alliance. Commissioner Cho asserted that it is not. He also emphasized that this is not a case where the parties are signing a lease; the other party broke an existing lease. Part of the settlement needs to be a commitment to the harbor to which they broke a promise. Commissioner Felleman agreed that flexibility between the harbors that allows the party to walk away from lease obligations sets bad precedent and does not believe adding the proposed language is contrary to the Alliance. It was noted by staƯ that the parties, in a previous iteration of the proposed settlement agreement, agreed to inclusion of substantially similar language. Co-Chair Calkins acknowledged the desire for a balance of business in both Harbors, but stated this is not the way to achieve that. Commissioner Cho stated that he negotiated the settlement in mediation and that the intention was always to include the term proposed by the amendment in the settlement. Following discussion and debate, the motion to amend failed by the following vote: Port of Seattle Port of Tacoma Ryan Calkins - nay Kristin Ang - nay Sam Cho - aye Deanna Keller - nay Fred Felleman - aye Dick Marzano - nay Toshiko Hasegawa - aye J.T. Wilcox - nay Hamdi Mohamed - aye The motion to approve the final settlement of the Terminal 25/30 dispute with SSA Terminals (Seattle), LLC regarding Terminal Damage, and authorize the Northwest Seaport Alliance CEO to execute a settlement agreement is substantially the same form as presented carried by the following vote. Port of Seattle Ryan Calkins - aye Sam Cho - nay Fred Felleman - aye Toshiko Hasegawa - aye Hamdi Mohamed - abstain Port of Tacoma Kristin Ang - aye Deanna Keller - aye Dick Marzano - aye J.T. Wilcox - aye E. Maritime Access and Impact Mitigation Agreements and 2026 Port of Seattle/Northwest Seaport Alliance Interlocal Agreement for Support Services. Lindsay Wolpa, Northwest Seaport Alliance Sr. Manager, Strategic Projects & Partnerships, and Jon Sloan, Port of Seattle Sr. Environmental Program Manager gave a presentation encompassing the background, goals, benefits, and financial implications of the following proposed agreements: • Muckleshoot Indian Tribe, Port of Seattle, and The Northwest Seaport Alliance Maritime Access and Impact Mitigation Agreement. • The Suquamish Indian Tribe, Port of Seattle, and The Northwest Seaport Alliance Maritime Access Mitigation Agreement. If the Agreements are approved, revisions to Exhibit 13 of the 2026 Interlocal Agreement for Support Services by and between the Port of Seattle and The Northwest Seaport Alliance to address changes in rates for the two agreements will be needed. Moved and seconded (Cho/Felleman) on behalf of the Managing Members of the Alliance and on behalf of the Homeport Port of Seattle, that the Managing Members of The Northwest Seaport Alliance and the Port of Seattle Commission grant authorization to (1) execute Maritime Access and Impact Mitigations Agreements with the Muckleshoot Indian Tribe and the Suquamish Indian Tribe in substantially the same form as presented and (2) substitute Exhibit 13 to the 2026 Interlocal Agreement for Support Services by and between the Port of Seattle and The Northwest Seaport Alliance with the First Amended Exhibit 13 in substantially the same form as presented to reflect the new Agreements. The motions carried by Managing Members and the Port of Seattle Commission by the following votes: Port of Seattle Port of Tacoma Ryan Calkins - if favor Kristin Ang - in favor Sam Cho - in favor Deanna Keller - in favor Fred Felleman - in favor Dick Marzano - in favor Toshiko Hasegawa - in favor J.T. Wilcox - in favor Hamdi Mohamed - in favor 10. Briefings A. Terminal 5 Modernization Program Lessons Learned Thais Howard, Sr. Director Engineering, and Leilani Berinobis, Executive Business Partner presented a summary of lessons learned as gathered from both NWSA and Port of Seattle staƯ. Commissioner Ang requested additional information be provided, including what is considered best practice for reviewing major capital projects of this scale and does that typically include independent external review rather than relying on internal lessons learned. StaƯ will provide the requested information. She also asked to be provided with information regarding Terminal 5's current performance relative to original expectations. 11. General Business A. Cargo / Operations Update. None. B. CEO Announcements • Thanked Commissioners for their participation in customer meetings at TPM. • Commented on market challenges due to war in the middle east. C. Commissioner Comments • Commissioner Mohamed stated her support for the Alliance and both Harbors. • Co-Chair Marzano and Commissioner Ang thanked Co-Chair Calkin's for his earlier remarks regarding military action Iran. • Commissioner Felleman reflected on devastating environmental impacts and high fuel prices due to what is taking place in the middle east. 12. Adjourn With no further business before the Managing Members, Co-Chair Calkins announced the meeting adjourned at 2:08 PM. Dick Marzano, NWSA Co-Chair Port of Tacoma Commission President Attest: Ryan Calkins, NWSA Co-Chair Port of Seattle Commission President Kristin Ang, NWSA Co-Secretary Port of Tacoma Commission Secretary Sam Cho, NWSA Co-Secretary Port of Seattle Commission Secretary Prepared by: Juliet Campbell, NWSA Clerk Minutes approved: May 5, 2026