PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      9a 
STAFF BRIEFING 
Date of Meeting     October 1, 2013 
DATE:    September 16, 2013 
TO:     Tay Yoshitani, Chief Executive Officer 
FROM:    Ralph Graves, Director Capital Development Division 
Tom Barnard, Commission Policy Analyst 
SUBJECT:  Delegation of Authority Briefing and Commission/Staff Roundtable 
Discussion 
SYNOPSIS 
The purpose of this internal roundtable is to provide an opportunity for Commissioners
and Port Executives to explore the ramifications and reasoning behind possible changes
to Resolution No. 3605, as amended by Resolution No. 3628, the Master Delegation of
Authority from the Commission to the CEO. Possible revisions will be taken up later in
the year, and approval requested after a public comment period during the first quarter of
2014.
The Master Delegation of Authority, codified as a Commission resolution, was originally
created to define and differentiate levels of authority for governing and operating the Port
of Seattle.  The goal of the resolution has been and remains to provide for both the
necessary accountability and public trust and the need to run the day-to-day operations of
the Port in as efficient and cost-effective a way as possible. The results of this discussion
will be fed back into current efforts to revise the Delegation of Authority. 
BACKGROUND 
Though originally there existed one Port Commission making all important executive
decisions, as the Port grew in mission complexity and infrastructure, an organizational
structure had to be created alongside the Commission that was akin to a standard
corporate structure of a CEO, CFO, Division Directors and so on. This structure and its
relation to the Commission necessitated the creation of a CEO/Commission governance
agreement, which over time evolved and has undergone several revisions. Ports in
Washington are run by an elected Commission, unique among Port authorities in the
United States. As a state municipality, the Port's authority flows from the people of King
County to the Commission, which delegates authority to the CEO. 
In December 2007, the Port of Seattle received a Performance Audit Review from the
State Auditor's Office (SAO)  on our contracting practices. One of its major
recommendations called for the Port  Commission to re-evaluate the then-current
Delegation of Authority Resolution, then known as Resolution No. 3181, and develop a

Template revised May 30, 2013.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
September 16, 2013 
Page 2 of 4 
new one that more clearly defined the authority and oversight of the Commission, and the
frequency and thoroughness of reporting to the Commission on construction projects and
activities. Additional legislation from the 2008 Washington State Legislative session also
required revisions to this document. 
The new Resolution, No. 3605, changed the relationship between the CEO and the
Commission in several important ways, as follows: 
Clarified the relationship between the Commission and the CEO that allows the
Commission to set broad policy goals and the CEO to provide the operational
capacity to implement those goals. 
Improved the quality of information available to the Commission so that it could
approve expenditures, both long-term and annual, in a fiscally responsible way.
Made the procedures the Commission followed in approving expenditures
transparent, so that the public understood what the Commission was authorizing,
and the oversight role the Commission plays in approving funds.
The newly-formed Capital Development Division and the Central Procurement Office set
up procedures in the operating divisions to carry out and complement the work of the
resolution. A subsequent version (sometimes referred to as Resolution No. 3628) was
passed in August 2009, whose amendments reflected those efforts, and the ongoing desire
for the Port to increase our efficiency and effectiveness as an organization. It raised
authorization limits for the CEO, clarified procedures for projects and contracts, and
clarified language where needed. 
The understanding from the beginning was that the resolution would undergo periodic
revision, in order to keep its policy guidance as relevant and up to date as possible. It
was also understood that as part of that process, the range and level of authority between
CEO and the Commission was also open to revision, depending on public input, further
SAO guidance, internal efficiencies, and possible new legislation.
CURRENT ISSUES 
At this point, it is felt that further progress can be made in efficiencies for Port operations
and Commission oversight and authority.  The general thrust is to concentrate
Commission review, input, and approval at the policy decision level. Several examples
are worth exploring in relation to this, for instance: 
How/Where Should the Commission oversee spending? Many government
agencies use the annual budget cycle to weigh in on spending, then leave it up to
operating managers to supervise spending on approved funds. We do that here as
well, but the Port has a much greater level of authority vested in the Commission.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
September 16, 2013 
Page 3 of 4 
But at what level are the key strategic policy decisions left to the Commission vs.
those of the Executive and staff? 
How do strategic programs like the Century Agenda affect the Master Delegation
of Authority? How well can they realistically be integrated into the business
plans or 5-year Plan of Finance? 
The Commission has both oversight and policy decisions to make in the area of
major programs (e.g., NorthSTAR, Fishermen's Terminal development), projects
(capital project authorizations, maintenance projects, etc.) and contracts (what
firm does our outside audits, how we buy power, etc.) At what point is their
authority warranted? What do they bring to the decision loops that exist?
How well does setting a numerical level for project authorization ($300,000,
$500,000, $1 million) provide a guide for policy decision authority? Currently, we
are at $300,000 for the CEO. What is an appropriate level? There is a request to
raise that. Should that be $1 million? $500 ,000?
Does the system of Change Orders, Intent to Construct a Public Work, and other
notifications provide value? Are there better ways to provide that information?
Does the Commission need this authority? Does it provide value to the efficiency
of project management? 
SECTIONS UNDERGOING REVISION 
Of the current Resolution No. 3605 (3628) sections, the following are where major
changes are envisioned, and where most of the discussion of particular examples will
likely focus: 
Preamble: Roles and Responsibilities of the Commission and the relationship to
the CEO. 
Section 1: Roles and responsibilities of the CEO, budget handling. 

Section 4: Public works projects  authorizations, changes, reporting, emergency
and critical work, budget transfers, small works. 
Section 5: Non-public works projects. 
Section 6: Contracts, procurements, competition, sole source contracts. 
Section 7: Personal service contracts, professional service and procurement
contracts.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
September 16, 2013 
Page 4 of 4 

New sections: Interlocal agreements and project labor agreements 

ATTACHMENTS TO THIS BRIEFING 
Computer slide presentation. 
Resolution No. 3628. 
Diagram of project approval before and after changes. 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
November 3, 2009  Second reading and final passage of Resolution No. 3628,
amending Resolution No. 3605, as amended. 
September 17, 2009   First reading of Resolution No. 3628, amending
Resolution No. 3605, as amended. 
September 1, 2009  Briefing on the Annual Review and proposed changes to
Resolution No. 3605, as amended. 
April 21, 2009  Briefing on Resolution No. 3605, as amended.