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Item No.: __6c Reso_____ 
Meeting Date: December 19 , 2017 


1                                Resolution No. 3737 
2 
3         A RESOLUTION of the Port of Seattle Commission to establish a Diversity
4                     in Contracting  Policy Directive to  increase women and
5                     minority business opportunities and to repeal Resolutions 
6                     No. 3506 and No. 3618. 
7 
8         WHEREAS, the Port of Seattle mission is committed to create economic opportunity for
9    all, steward our environment responsibly, partner with surrounding communities, promote
10   social responsibility, conduct ourselves transparently, and hold ourselves accountable; and 
11 
12        WHEREAS, the economic vitality of a community is strengthened and more resilient
13   when opportunity is inclusive across our diverse communities; 
14 
15        WHEREAS, the Port of Seattle is uniquely positioned among public agencies to lead in
16   efforts of justice and equity by providing a level platform to all businesses including Women
17   and Minority Business Enterprise (WMBE) firms to compete and succeed; and 
18 
19        WHEREAS, the 1998 passage of Initiative 200 by Washington State voters prohibited 
20   racial and gender preferences by state and local government led to an underutilization of
21   WMBE's at the Port and many other public agencies; and 
22 
23        WHEREAS, In 2003, in response to I-200, the Port passed Resolution No. 3506 a race
24   neutral approach "establishing a program to develop mutually advantageous business
25   relationships with small businesses, and firms owned and operated by minorities, women and 
26   disabled"; and 
27 
28        WHEREAS, In 2010, the Port of Seattle passed Resolution No. 3618, a race neutral
29   approach to develop "a program to develop mutually advantageous business relationships with
30   small businesses including those owned and operated by people of color, women, people with
31   disabilities, veterans, and the socio-economically disadvantaged,"; and 
32 
33        WHEREAS, the Port of Seattle efforts and programs as a result of Resolutions 3506 and
34   3618 have increased small business participation but have not increased WMBE participation;
35   and 
36 
37        WHEREAS, it is a priority for the Port of Seattle to affirmatively expand its efforts to
38   increase WMBE participation in Port Contracts and ensure that WMBEs are afforded fair and
39   equitable opportunity to compete for Port Contracts, succeed as subcontractors, and do not
40   face unfair and unnecessary barriers when seeking and performing on Port Contracts; and

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41        WHEREAS, current data and the 2014 disparity study shows that WMBE participation in
42   Port of Seattle opportunities has been and continues to be disparately low; and 
43 
44        WHEREAS, this policy will strengthen Port of Seattle efforts to eliminate this disparity
45   and result in more equity, diversity and inclusion for WMBE's in Port opportunities; and 
46 
47        WHEREAS, the Port of Seattle seeks to identify and change internal Port processes and
48   standards to clearly establish program goals and create accountability; and 
49 
50        WHEREAS, the Port of Seattle is committed to its values of conducting business with the
51   highest ethical standards and our business practices shall reflect integrity, accountability,
52   honesty, fairness and respect at all levels; 
53 
54   NOW, THEREFORE, BE IT RESOLVED by the Port of Seattle Commission as follows: 
55 
56   SECTION 1. Resolution 3506 adopted May 27, 2003, is hereby repealed. 
57 
58   SECTION 2. Transition from Resolution 3618. The Executive Director may continue to operate
59   under Resolution No. 3618, as needed, to allow for transition to Resolution  3737, until
60   September 1, 2018, at which time Resolution No. 3618 will be repealed and replaced with 
61   Resolution 3737. 
62 
63   SECTION 3. The Diversity in Contracting Policy Directive as shown in Exhibit A is hereby
64   established. 
65 
66   SECTION 4. This Policy Directive shall be labeled and catalogued as appropriate, together with
67   subsequent Policy Directives, and shall be made readily available for use by Port staff and
68   members of the public as a governance document of the Port of Seattle. 
69 
70        ADOPTED by the Port Commission of the Port of Seattle at a duly noticed meeting
71   thereof, held this _____day of ____________, 2017, and duly authenticated in open session by
72   the signatures of the Commissioners voting in favor thereof and the seal of the Commission. 
73 
74 _________________________________ 
75 
76 _________________________________ 
77 
78 _________________________________ 
79 
80 _________________________________ 
81 
82 _________________________________ 
83                             Port of Seattle Commissioners

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84                                  EXHIBIT A 
85                       Diversity in Contracting Policy Directive 
86 
87   SECTION 1 Purpose. 
88 
89      The Port finds that minority and women businesses are under-represented and have been
90   under-utilized on Port Contracts. The purpose this Policy Directive is to provide the maximum
91   practicable opportunity for increased participation by minority and women  owned and
92   controlled businesses. Port Contracting in public works, consulting services, supplies, material,
93   equipment, other services creates the opportunity to leverage Port spend to increase WMBE
94   utilization. 
95 
96   SECTION 2 Definitions. 
97 
98      For the purposes of this chapter: 
99 
100      "Affirmative Efforts" means documented reasonable attempts in good faith to Contract with
101   Women and Minority Businesses. 
102 
103      "Availability" or "Available" as used in this chapter means a business that is: interested in
104   and capable of performing the work within the time frame required and to the quality specified
105   in the solicitation and Contract. 
106 
107      "Capability" or "Capable" as used in this section means that a business appears able to
108   perform a Commercially Useful Function in performance of the work. 
109 
110      "Commercially Useful Function" means the performance of real and actual services in the
111   discharge of any contractual endeavor. 
112 
113      "Contract" means an agreement for public works, consulting services, supplies, material,
114   equipment, or other services. 
115 
116      "Contractor" means a business that has a Contract with the Port.
117 
118      "Division" means any Port of Seattle organization structure that has a director that reports
119   to the Executive Director. 
120 
121      "Women or Minority Business" (WMBE) means a business that is at least 51 percent owned
122   and controlled by women and/or minority (including, but not limited to African Americans,
123   Native Americans, Asians, and Hispanics) group members. 
124 
125      "Central Database" means an electronic database that  collects  aggregates and tracks
126   monthly Port-wide, division and department-level utilization of small business, Women and

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127   Minority Owned Business, and other classifications across various categories and Contract types 
128   and promotes transparency for the public. 
129 
130      "Relevant demographic data" is defined as characteristic information related to a business
131   owner's sex/gender, race, ethnicity or veteran status as self-reported and/or certified by
132   another government entity. 
133 
134      "Utilization" is defined as both the percent of Contracting dollars paid to WMBE firms as
135   well as the number of WMBE firms under Contract. 
136 
137   SECTION 3 Scope and Applicability. 
138 
139   This policy shall apply to all covered Contracts and other activities at the Port, including
140   construction and consulting Contracts, purchased goods and services. 
141 
142   SECTION 4 Responsibilities. 
143 
144   The Executive Director shall pursue the Century Agenda goal to increase WMBE utilization in all
145   Port Contracts and shall: 
146 
147    A.  Within 120 days of passage of this Policy Directive, develop a Diversity in Contracting 
148      Program that identifies affirmative efforts to afford Women and Minority Businesses the
149      maximum practicable opportunity to meaningfully participate on Port Contracts and
150      achieve the goal to triple the number of WMBE firms that Contract with the Port and
151      increase to 15% the percentage of dollars spent on WMBE Contracts, within five years of
152      program implementation. 
153 
154    B.  Incorporate these WMBE goals into the Port's Long Range Plan (LRP) to the fullest extent
155      reasonable, including incorporation into LRP scorecards, reports, and LRP updates.
156      Further, the Executive Director shall prepare and publish an annual report each year titled
157      Diversity in Contracting Annual Report. 
158 
159    C.  Improve inclusion and outreach to sustain and improve WMBE participation in Port
160      Contracts; 
161 
162    D.  Take affirmative  efforts to assure equality of Contracting opportunity through the
163      development and application of Inclusion Plans or other tools as necessary;
164 
165    E.  Expand opportunities for WMBE firms across Port functions, wherever practicable. 
166 
167   Section 5 Policy. 
168 
169    A.  The Diversity in Contracting Program shall include: 
170 

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171       (1) Responsibilities, policies, practices, and processes that can change the Port
172         procurement and contracting processes and provide a more receptive environment
173         for the utilization of WMBE firms, and to ensure that businesses and contractors of all
174         tiers working on Port Contracts and subcontracts  utilize WMBE firms, wherever
175         feasible or as required; 
176 
177       (2) Development of a standard procedure for the Port-wide WMBE goal setting, and
178         collection and reporting of relevant demographic data to be stored in a central
179         database. 
180 
181       (3) Categories of covered Contracts that will require WMBE Inclusion Plans and other
182         tools that will be applied to other categories of Contracts Port-wide.
183 
184       (4) Clear lines of responsibility and accountability for implementation of the WMBE
185         Program and a designated WMBE liaison for each division. 
186 
187       (5) Make WMBE goal setting and affirmative implementation efforts part of the annual
188         performance evaluation for each Port division director and their staff and require
189         standardized WMBE program  training,  implementation and coordination  for all
190         Division leaders and their WMBE representatives. 
191 
192    B.  As instructed by the annual WMBE plan, the Port of Seattle Long Range Plan shall include 
193      as Priority Actions: 
194 
195       (1) Specific measures the Contract awarding authority will undertake to increase the
196         utilization of Women and Minority Businesses. 
197 
198       (2) Specific goals by Division for WMBE utilization:
199 
200           (a) Each Port Division will review future procurements to identify available firms on
201             upcoming Contracts to create a utilization goal that is justifiable, bold and
202             challenging. 
203 
204           (b) Construction goals, other than small works, based on historic utilization plus 2%,
205             until such time that a disparity study or other valid internal data can
206             demonstrate a reasonable level of utilization.
207 
208    C.  Improve inclusion and outreach to sustain and improve WMBE participation in Port
209      Contracts: 
210 
211       (1) Support training and assistance to Port staff to increase participation in outreach and
212         to learn about the internal and external resources available to include WMBE firms in
213         their procurement and Contracting 
214 

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215       (2) Improve and expand technical assistance,  including WMBE certification, business
216         development, training and mentoring programs for WMBE firms to enhance bidding
217         expertise and promote greater coordination with advocacy organizations, businesses, 
218         individuals and public agencies and other Port departments; 
219 
220       (3) Create opportunities for members of the contracting and vendor community, Port and
221         other stakeholders to work collaboratively on recommendations for how the Port can
222         more effectively use the directives in this Policy Directive. 
223 
224       (4) Assist contractors desiring to bid on Port covered Contracts to comply with the
225         affirmative efforts provisions for such Contract, and offer information as to
226         organizations and agencies available to assist such contractor in recruiting, mentoring,
227         training, or otherwise preparing potential subcontractors. 
228 
229       (5) Cooperate and establish formal and/or informal partnerships and mutual cooperation
230         with other public agencies to carry out the purposes of this Policy Directive, as
231         needed; 
232 
233    D.  Affirmative efforts to assure equality of contracting opportunity required: 
234 
235       (1) Develop procurement tools, such as WMBE inclusion plans, and require bidders and
236         proposers to comply with the WMBE solicitation requirement in order to sustain and
237         improve participation of WMBE in Port covered Contracts; 
238 
239       (2) Prepare and require that Port covered Contracts include specifications pertaining to 
240         equal opportunity affirmative efforts to assure equality in Contracting opportunity,
241         and goals for subcontracting to Women and Minority Businesses. Any goals
242         established under this chapter shall be reasonably achievable, however, no utilization
243         requirements shall be a condition of Contracting, except as may be allowed by RCW
244         49.60.400; 
245 
246       (3) Identify and implement a Port-wide method to regularly monitor and measure the
247         Port WMBE program and attainment of the goals by contractors. 
248 
249       (4) May establish aspirational goals for the participation of Women and Minority
250         Businesses in a particular Port Contract on a case-by-case basis. 
251 
252       (5) Work closely with other divisions and departments to ensure all policies, practices and
253         processes are consistent and complementary and make it easier for WMBE firms to 
254         pursue Port Contracts; 
255 
256       (6) Define, implement, and monitor appropriate processes and procedures to ensure
257         prompt payments and change order processing to address timely payment of
258         contractors, supplier and subcontractors at all tiers. Review and recommend potential

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259         for including prompt pay in performance goals. 
260 
261    E.  Affirmative efforts in Subcontracting: 
262 
263       (1) All Contractors, including WMBE firms, shall actively solicit bids for subcontracts to
264         qualified, available, and Capable WMBE to perform Commercially Useful Functions. 
265 
266       (2) Contractors shall consider the grant of subcontracts to women and minority bidders
267         on the basis of substantially equal proposals in the light most favorable to Women and
268         Minority Businesses. 
269 
270       (3) At the request of the relevant Port Department, when inclusion plan are required,
271         Contractors shall furnish evidence of the Contractor's compliance with these
272         requirements of women and minority solicitation and will submit evidence of
273         compliance with this section as part of any bid. Contractors shall provide records 
274         necessary to document affirmative efforts to subcontract with Women and Minority
275         Businesses on Port Contracts; and 
276 
277       (4) Compliance with all requirements and past performance under this Policy Directive
278         may be included in the evaluation of future procurements. . 
279 
280       (5) In applying the provisions of this Policy Directive to Contracts funded in whole or in
281         part with federal funds and subject to 49 CFR Part 23, Subpart D, references to
282         Women and Minority Businesses shall also include federally recognized disadvantaged
283         business enterprises. In the event of a conflict between the provisions of this chapter,
284         or the rules implementing this Policy Directive, and the requirements of 49 CFR Part
285         23, Subpart D, or any other superseding applicable federal statute or regulation, the
286         provisions of the federal statute or regulation shall control. 
287 
288    F.  Expanding Opportunity 
289 
290       (1) The Port shall review and recommend how to expand opportunities for WMBE firms in
291         other Port enterprise opportunities, for example real estate leases, to encourage and
292         promote access to Port facilities by September 1, 2018. 
293 
294       (2) The Port shall develop a baseline utilization number for Veteran Owned businesses
295         and propose a reasonable Port-wide goal and division goals to the Commission for
296         inclusion in the Century Agenda by September 1, 2019. 
297 
298   SECTION 6 Program Evaluation. 
299 
300   A.  Benchmarks and metrics to evaluate the Diversity in Contracting program shall include: 
301 
302       (1) Incorporation of these WMBE goals into the Port's Long Range Plan (LRP) to the

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303          fullest extent reasonable, including incorporation into LRP scorecards, reports, and
304          LRP updates. 
305 
306       (2) Specific measures the Contract awarding authority will undertake to increase the
307          participation of Women and Minority Businesses; including the number of events or
308          outreach activities conducted to ensure responsiveness to bid opportunities 
309 
310       (3) Progress towards specific Division WMBE utilization goals, including the number of
311          opportunities a division has available, the goals established for those opportunities
312          and the actual utilization, including periodic review of Disparity Study results to
313          determine reasonableness of goals. 
314 
315       (4) Data reporting using the standard procedure identified in the WMBE Program for the
316          Port-wide collection and reporting of relevant demographic data including percent of
317          spend, number of businesses, and type of procurements. 
318 
319       (5) Preparation and publication of an annual report titled Women and Minority Business
320          Enterprise Utilization and Participation Annual Report 
321 
322   B.  The Internal Audit Director shall include the Diversity in Contracting Program in Internal
323      Audit Department's 2019 Work Plan to determine adherence to this policy and include in
324      future years as the Commission Audit Committee deems appropriate. 
325 
326   SECTION 7 Fiscal Implications 
327 
328   Fiscal implications shall be reviewed by the Executive Director annually, at a minimum, to ensure
329   the implementation of the Policy Directive is adequately resourced and shall submit a budget
330   request as appropriate. 








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