RESOLUTION NO. 3681, as amended

A RESOLUTION of the Port Commission of the Port of
Seattle  establishing  a  revised  Code  of
Ethics   for   Port   Commissioners   and
repealing all prior resolutions dealing with
the same subject, including Resolution No.
3583.
WHEREAS, high moral and ethical standards among public officials are
essential to good government; and
WHEREAS, a strong and clear code of ethics for Port Commissioners promotes
and strengthens the faith and confidence of the people of King County in their elected
Port Commissioners, and assists the Commissioners in the performance of their public
duties; and
WHEREAS, the Port Commission believes that the Port of Seattle shouid hold its
Commissioners and employees to the highest moral and ethical standards; and
WHEREAS, the Port Commission strongly supports organizational policies and
procedures that maintain the public's trust and confidence and ensure fair dealings in all
Port transactions; and
WHEREAS, the Port Commission of the Port of Seattle previously set forth an
amended Code ofEthics for Commissioners through the adoption ofResolution No. 3583
in 2007 and repealed all previous Codes ofEthics; and
WHEREAS, the Port Commission now wishes to adopt a revised Code ofEthics
for Port Commissioners and repeal Resolution No. 3583.
NOW, THEREFORE, BE IT RESOLVED by the Port Commission ofthe Port
ofSeattle as follows:

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Section 1.    The revised Code of Ethics for Port Commissioners is attached as
Exhibit A to this Resolution.
Section 2.     Resolution No. 3583 is hereby repealed.
ADOPTED by the Port Commission of the Port of Seattle at a duly noticed
meeting thereof, held this     IL\~ day of__._M_ o..=_____,, 1-C\ 3 ,and duly
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authenticated in open session by the signatures of the Commissioners voting in favor
thereofand the seal ofthe Port Commission.

BILL BRYANT
COURTNEY GREGOIRE

TOM ALBRO
JOHN -CREIGHTON
STEPHANIE BOWMAN

Port Commission







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PORT OF SEATTLE
CODE OF ETIDCS
FOR PORT COMMISSIONERS

PREAMBLE.
This code of ethics ("Code") provides guidance in the event a conflict arises
between  a  port  commissioner's  interests  or  behavior  and  the  commissioner's
responsibility to the commission and the public.
It  is  assumed  and  expected that a commissioner will  act  in  accordance with
applicable federal, state and local laws, and will strive to avoid even the appearance of
impropriety in the conduct ofhis/her office.
Ultimately, ethics are a matter of honesty, common sense and judgment. Neither
this, nor any other code, can be an adequate substitute for those attributes.
Commissioners are  elected officials entrusted  with  public confidence, and
ultimately questions involving a commissioner's behavior are a matter to be judged by
the electorate.  For that to happen, there must be transparent standards to refer to and
there must be mechanisms that provide the public with information.  This Code attempts
to provide those standards and that framework.

Section 1.     Standard ofConduct.
A.     A  port  commissioner  shall  not  transact  any  business  of the  port
commission or act on behalf of the port commission with respect to any matter that
requires port commission approval, without first obtaining the commission's approval

pursuant to a public vote of the port commission or other port commission direction as
provided in a meeting open to the public.
B.     A port commissioner shall abide by the Port of Seattle's policies of equal
opportunity and non-discrimination and is prohibited from engaging in unlawful sexual
or non-sexual harassment, workplace violence or retaliation against whistleblowers.
C.     A port commissioner shall not use Port of Seattle resources for personal
benefit.   Incidental,  limited or occasional use of port resources, especially electronic
media, is acceptable so long as the use is not for personal gain or benefit.
Section 2.     Use ofOffice.
A.     A port commissioner shall not use his or her position to secure special
privileges or exemptions for himself, herself, members ofhis/her family or others.
B.     A port commissioner shall not knowingly use his or her office for personal
or family gain or profit.
C.     A port commissioner shall not disclose confidential information gained
because of the port commissioner's position, nor may the port commissioner otherwise
...
use such information for personal or family gain or benefit.
D.     A port commissioner shall not accept employment or engage in business
or professional activities that the port commissioner might reasonably expect would
require or induce him/her to disclose confidential information acquired because of the
port commissioner'sposition.




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Section 3.     Conflicts of Interest.
A.     Special Consideration Prohibited.
Given port commissioners are elected to a part-time position, it is understood that
they are likely to have outside employment. At times, such employment may give rise to
conflicts of interest.  In such situations, the commissioner must disclose the conflict prior
to any involvement and  seek advice from  the commission's outside counsel or the
commission's Ethics Board (Board) on whether a conflict exists and on how best, if
appropriate, to recuse him or herselffrom port activities involving the issue.
B.     Appearance oflmpropriety.
A port commissioner shall not request or otherwise seek special consideration,
treatment or advantage from others, or knowingly engage in activities which are in
conflict, or which have the potential to create a conflict, with the performance ofofficial
duties.   Examples of conflicts, or potential conflicts, of interest include (but are not
limited to) circumstances where the port commissioner:
1.  Influences the selection or non-selection of, or the conduct of business
of, any entity doing business with the port, when the port commissioner or his/her family
has a financial interest in that entity or any of its competitors.
2.  Solicits for himself/herself or for another, a gift or any other thing of
value (consistent with Section 6) from the port or from any person having dealings with
the port; provided that no conflict of interest shall be deemed to exist with respect to
solicitations for campaign contributions required to be reported under Chapter 42.17
RCW or for charitable contributions.


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3.  Accepts any retainer, compensation, gift or other thing of value which
is contingent upon a specific action or non-action by the port commission.
4.  Accepts a gift in  any manner other than as  provided in  Section 6
below.
5.  Intentionally uses or discloses information not available to the general
public and acquired by reason of his/her official position which financially benefits the
port commissioner, his/her family, friends or others.

C.     Financial Interest Prohibited.
No commissioner may have an undisclosed interest, financial or otherwise, direct
or indirect, or engage in a business or transaction or professional activity, or incur an
obligation  of any  nature  that  is  in  conflict  with  the  proper  discharge  of the
commissioner'sofficial duties.
D.     Improper Compensation.
No commissioner may, directly or indirectly, ask for or give or receive or agree to
receive any compensation, gift, reward, or gratuity from a source for performing or
omitting or deferring the performance ofany official duty, unless otherwise authorized by
law.

Section 4.    Financial or Beneficial Interest.
A.     Contracts Prohibited.
No port commissioner or his/her immediate family (spouse, dependents) shall
(i) have an undisclosed financial or beneficial interest, direct or indirect, in any contract
which may be made by, through or under the supervision of the port commission, or

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which may be made for the benefit of the port, or (ii) accept, directly or indirectly, any
compensation, gratuity or reward in connection with the awarding ofsuch a contract.

B.     Statutory Exceptions.
As provided in RCW 42.23.030, the prohibition in Section 4A shall not apply to:
1.  the furnishing of electrical, water or other utility services by the port,
where authorized under statute, at the same rates and on the same terms as are available
to the public generally;
2.  the designation ofpublic depositories for port funds;
3.  the publication of legal notices required by law to be published by any
municipality, upon competitive bidding or at rates not higher than prescribed by law for
members ofthe general public;
4.  the letting of any other contract in which the amount received under
the contract by the port commissioner or the port commissioner's business does not
exceed one thousand five hundred dollars ($1,500.00) in any calendar month; and
5.  the leasing of port property to a port commissioner or to a contracting
party in which a port commissioner or his/her immediate family has a financial or
beneficial  interest,  if in  addition to all  other legal  requirements,  a  board  of three
disinterested appraisers and the superior court in the county where the property is situated
finds that all the terms and conditions of such lease are fair to the port and are in the
public interest.   The appraisers must be appointed from  members of the American
Institute ofReal Estate Appraisers by the presiding judge ofthe superior court.


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C.     Limitation on Voting.
A port commissioner may not vote on the authorization, approval or ratification of
a contract in which he/she or his/her immediate family has a financial or beneficial
interest even though one ofthe exemptions under Section 4B above allows the awarding
ofsuch a contract.

D.     Remote Interest.
A port commissioner is not interested in a contract, for purposes of Section 4A
above and RCW 42.23.030, if the port commissioner has only a remote interest in the
contract and the extent ofthe interest is disclosed to the port commission and noted in the
official  minutes  of the  port commission  prior to  the  formation  of the  contract,  and
thereafter the port commission authorizes, approves, or ratifies the contract in good faith
by a vote of port commissioners sufficient for the purpose without counting the vote or
votes ofthe port commissioner(s) having the remote interest; provided, that Section 40 is
not applicable to any  port commissioner interested  in  a contract,  even  if the  port
commissioner's interest is only remote, ifthe port commissioner influences or attempts to
influence any other port commissioner or port employee to enter into the contract in
violation of this Code and state law.  For purposes of Section 4D, a port commissioner
has a remote interest when the port commissioner:
1.  is a non-salaried officer ofa nonprofit corporation;
2.   is an employee or agent ofa contracting party where the compensation
ofsuch employee or agent consists entirely offixed wages or salary;
3.  is a landlord or tenant ofan entity contracting with the port; and


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4.   is a holder of less than one percent of the shares of, or interest in, a
business entity contracting with the port.

E.      Improper Contract Void.
Any contract made in violation of the provisions of Section 4 is void and the
performance thereof, in full or in part, by a contracting party shall not be the basis ofany
claim against the port.  Any port commissioner violating the provisions of Section 4 is
liable to the port for a penalty in the amount of five hundred dollars ($500.00), in addition
to such other civil or criminal liability or penalty as may otherwise be imposed upon the
port commissioner by law.
F.       Censure.
In  addition to all other penalties, civil or criminal, the violation by any port
commissioner of the provisions of Section 4 may be grounds for censure by the
commission and other appropriate legal proceedings.

Section 5.     Statement of Financial Affairs.
On or before April 15 ofeach year, or within fourteen (14) days oftaking the oath
of office, each port commissioner shall file with the Washington State Public Disclosure
Commission a copy of a Statement of Financial Affairs prepared in satisfaction of the
requirements ofRCW 42.17.240-241, which shall be available for public inspection upon
written request.




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Section 6.     Acceptance ofGifts.

A.     Gifts Prohibited.
A port commissioner may not receive, accept, take, seek, or solicit, directly or
indirectly, any gift if it could be reasonably expected that the gift would influence the
vote, action or judgment of the port commissioner, or be considered as part of a reward
for action or inaction.

B.     Acceptance on BehalfofPort ofSeattle.
Consistent with RCW 53.08.110, a port commissioner may accept a gift of real
and personal property of any value for and on behalf of the port.  Any gift so accepted
shall  become the  property of the  port  and  not of the  port commissioner.   A  port
commissioner shall report the acceptance of any gift under this section to the port's
general counsel within thirty (30) days ofreceipt.

C.     Limitation on Gifts.
A port commissioner may not accept gifts, other than those specified in Section
6E, with an aggregate value in excess of fifty dollars ($50.00) from a single source in a
calendar year or a single gift from multiple sources with a value in excess of fifty dollars
($50.00).  For purpose ofthis section, "single source" means any person, whether acting
directly or through any agent or other intermediary, and "single gift" includes any event,
item or group of items used  in conjunction with each other or any trip including
transportation, lodging, and attendant costs, not excluded from the definition of gift in
Section 60.  The value of gifts given to a port commissioner's family or guest shall be
attributed to the port commissioner for the purpose of determining whether the limit has

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been exceeded, unless an independent business, family, or social relationship exists
between the donor and the family or guest.

D.     Items Not Considered Gifts.
The following items are excluded from the definition of gift and may be accepted
by a port commissioner or member of his/her family without constituting a violation of
the Code:
1.  Items from  family or friends where it  is clear beyond a reasonable
doubt that the item was not given as part of any design to gain or maintain influence in
the port;
2.   Items related to the outside business ofthe port commissioner that are
customary and not related to the port commissioner'sperformance ofofficial duties;
3.  Items   exchanged   among   port   commissioners,   or   among   port
commissioners and port employees, or a social event hosted or sponsored by a port
commissioner or port employee for co-workers;
4.   Payments by a governmental or nongovernmental entity of reasonable
expenses incurred in connection with a speech, presentation, appearance, or trade mission
made in the port commissioner's official capacity. As used in this Section "reasonable
expenses" are limited to travel, lodging, and subsistence expenses incurred the day before
through the day after the event;
5.  Items a port commissioner is authorized by law to accept, including,
but not limited to, items accepted in accordance with RCW 53.36.120-150 (promotional
hosting) or RCW 53.08.110 (gifts to port);


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6.  Payment ofenrollment and course fees and reasonable travel expenses
attributable to attending seminars and educational programs sponsored by a bona fide
governmental or nonprofit professional, educational, trade or charitable association or
institution.  As used in this Section "reasonable expenses" are limited to travel, lodging,
and subsistence expenses incurred the day before through the day after the event;
7.  Items returned by the port commissioner to the donor within t~irty (30)
days ofreceipt or donated to a charitable organization within thirty (30) days ofreceipt;
8.  Campaign contributions reported under chapter 42.17 RCW;
9.  Discounts  available  to  a  port  commissioner  as  a  member  of an
employee group, occupation, or similar broad-based group;
10. Awards, prizes, scholarships, or other items provided in recognition of
academic or scientific achievement; and
11. Unsolicited tokens or awards of appreciation in the form of a plaque,
trophy, desk item, wall memento or similar item.

E.      Exceptions.
The following gifts are presumed not to influence a port commissioner'saction or
non-action on any matter and may be accepted without regard to the fifty dollar ($50.00)
limit established above, without constituting a violation ofthe Code:
1.  Unsolicited flowers, plants, and floral arrangements;
2.  Unsolicited advertising or promotional items ofnominal value, such as
pens and note pads;


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3.  Unsolicited items received by a port commissioner for the purpose of
evaluation or review, if the port commissioner has no financial or beneficial interest in
the eventual use or acquisition ofthe item by the port;
4.  Informational  material,  publications,  or subscriptions related to  the
recipient'sperformance ofofficial duties;
5.  Food and beverages consumed at hosted receptions where attendance
is related to the port commissioner's official duties, including admission to, and the costs
of food and beverages consumed at, events sponsored by or in conjunction with a civic,
charitable, governmental, or community organization.   Provided, that where the gift
exceeds fifty dollars ($50.00) on a single occasion, it shall be reported as required in
RCW 42.17.241(1)(1); and
6.   Unsolicited  gifts  from  dignitaries  from  another  state  or  a  foreign
country and intended to be personal in nature.

F.       Rebuttable Presumption.
The presumption that acceptance ofthe gifts listed in this section influences a port
commissioner's action or non-action on any matter is rebuttable and after review by the
Board may be overcome based on the circumstances surrounding the giving and
acceptance ofthe Gift.

Section 7.     Former Port Commissioners.
Former port commissioners ("former commissioners") engaging in transactions
with the port shall do so with the standards ofethical conduct and in accordance with this
Code.

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A.     Special Consideration Prohibited.
A former commissioner shall not request or otherwise seek special consideration,
treatment or advantage from port staffor port commissioners.

B.     Appearance ofSpecial Consideration.
A former commissioner shall avoid circumstances in which, to a reasonable
person, it might appear that the former commissioner is requesting or otherwise seeking
or  receiving  special  consideration,  treatment  or  advantage  from  port  staff or  port
commissioners.

C.     Appearances Before Commission.
For one (I) year after termination  of port commission service,  a former
commissioner may not appear before the port commission on behalfofanother individual
or entity,  whether or not for  compensation of any kind,  in  relation to  any case,
proceeding, application or matter in which such former commissioner participated during
his/her period of port commission service: Provided, that if after public discussion and a
finding by the commission that the public or the port's interests would be better served,
the commission may waive this provision ifso requested by a former commissioner.

D.     Participation in Contracts with Port ofSeattle.
For one (1)  year after termination of port commission service, a former
commissioner may not have a direct or indirect financial or beneficial interest in any
contract that was made by, authorized or funded by port commission action in which the
former commissioner participated during the period ofport commission service.

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E.      Participation in Competitive Selection Process.
For one (1)  year after termination of port commission service,  a former
commissioner may not participate as a competitor in any competitive selection process
for a port contract in which the former commissioner participated in any way while
serving on the port commission.

F.      Disclosure Requirements.
For one (1) year after termination of port commission service,  a former
commissioner must disclose his or her past port commission service before participating
in any port action.  The disclosure shall be made in writing to the commission's outside
counsel who will notify the commission.

G.     Use ofConfidential Information.
For one (1) year after termination of port commission service,  a former
commissioner must disclose his or her past port commission service before participating
in any port action.  The disclosure shall be made in writing to the commission's outside
counsel who will notify the commission.

H.     Employment.
No former commissioner may accept an offer of employment or receive
compensation from an employer if the former commissioner knows or has reason to
believe that the offer of employment or compensation was intended, in whole or in part,
directly or indirectly, to influence the former commissioner or as compensation or reward
for the performance or nonperformance ofa duty by the former commissioner during the
course ofport commission service.

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I.       Appearance ofImpropriety in Employment.
No former commissioner may accept an offer of employment or receive
compensation from an employer if the circumstances would lead a reasonable person to
believe the offer was made, or compensation given, for the purpose of influencing the
performance or nonperformance ofduties by the former commissioner during the course
ofthe former commissioner'sservice on the port commission.

J.       Employer Defined.
As used  in this  Section,  "employer" means any individual,  partnership,
association, corporation, firm,  institution, or other entity, whether or not operated for
profit, or any other entity or business that an individual owns or in which the individual
has a controlling interest.

Section 8.     Board of Ethics.

A.     Formation and Purpose.
The port commissioners shall appoint a Board of Ethics ("Board") to ensure
proper and consistent implementation ofthis Code.

B.     Complaints.
Any person, including without limitation port commissioners, port employees and
members of the public, may submit a written complaint alleging a violation of the Code
to the commission president, or in the event ofan allegation involving the president to the
vice president, specifying one or more alleged violations by a commissioner ofthis Code.
Complaints may also be submitted through the Port of Seattle Ethics and Compliance

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Hotline.   Every  complaint,  except  a  complaint  submitted  through  the  Ethics  and
Compliance Hotline, must include the complainant's correct name, an address at which
mail can be delivered to the complainant, and a daytime telephone number.    Anyone
submitting a complaint may be asked for additional information about the complaint by
the Board and shall cooperate with the Board in providing pertinent information. The
Board shall maintain confidentiality relating to a complaint or the substance of any
investigation until the Board completes its review ofthe complaint and provides its report
to the Commission.

C.     Powers.
The Board shall provide guidance whether a factual situation involving a
commissioner presents a violation ofthe Code when requested by that commissioner.
The Board shall initially consider all complaints to determine whether the
complaint was properly submitted and warrants investigation.  Complaints that are not
properly submitted or that present no reasonable basis for the conclusion that the Code
has been violated shall be dismissed. Ifthe Board determines that the complaint warrants
investigation, it may conduct the investigation itself or delegate the performance of the
investigation to an appropriate individual or firm.
The Board or delegated investigator shall promptly conduct its investigation. The
Board or delegated investigator may request that individuals or firms appear before the
Board or delegated investigator to answer questions and provide information, including
any form of recorded information. The Board or delegated investigator may require that
commissioners answer questions  and  provide  information,  including any  form  of
recorded information.

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The delegated investigator shall report to the Board its factual findings and
conclusions about whether a violation of the Code occurred.  In addition, the delegated
investigator may make recommendations about necessary corrective action.  Following
an investigation, the Board shall make its factual findings and conclusions about whether
a violation of the Code occurred, and shall determine whether it will recommend any
corrective action.  Corrective action recommendations may include without limitation a
recusal ofa commissioner from voting on certain topics, a reprimand or public censure of
a commissioner, a referral of the matter to appropriate law enforcement authorities, and
other action necessary to obtain compliance with the Code and restore public confidence
in the proper functioning ofthe commission.  The Board may elect to adopt the delegated
investigator's conclusions and recommendations, if any, or the Board may adopt its own
findings, conclusions and recommended corrective action.  The Board may determine
following the investigation that no violation of the Code is presented and dismiss the
complaint.  The Board shall report in writing its findings, conclusions and if necessary
recommended corrective action, to the commission.
In making its recommendation regarding corrective action, the Board shall take
into  account  whether the  violation  substantially and  improperly influenced  the  port
commission's or the Port of Seattle's actions, the cost of the violation to the Port of
Seattle, the nature of the violation, and any other pertinent factors, including mitigating
factors.

C.     Composition, Terms. Vacancies.
The Board shall be composed of three (3) members ("Board Members").  Each
Board Member shall be selected by majority vote ofthe port commission in open session.

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None ofthe Board Members shall be a port commissioner or port employee. The term of
office  for  each  Board  Member shall  be  three  (3)  years.   The  Board  shall  elect a
chairperson annually.  Vacancies on the Board, whether occurring by death, resignation,
removal or expiration of term, shall be filled by the port commission by majority vote in
open session.  In filling any vacancy or making any appointment to the Board, the port
commission shall strive to select members with diverse perspectives and areas of
expertise and experience appropriate to the review of ethical matters, and who are of
good general reputation and character.

D.     Quorum. Meetings. Procedures.
Two Board Members shall constitute a quorum.  The Board shall adopt
procedures consistent with the provisions ofthis Code governing the conduct ofmeetings
investigations, hearings and the issuance ofopinions, reports and corrective action.
E.      Disclosure.
The Board may report to the port commission in executive session in accordance
with  Chapter  42.30  RCW.    The  port  commission  shall  release  any  written
recommendations prepared by the Board to the public with any redactions the port
commission, in its discretion, deems necessary to protect privacy consistent with Chapter
42.56 RCW and other public disclosure laws.

F.       Removal ofBoard Member.
A Board Member may be removed for just cause by a majority vote of the port
commission, after written charges have been served on the Board Member and a hearing


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has been held by the port commission.  A public hearing shall be held at the request of
the Board Member.

G.     Reimbursement and Per Diem.
Board Members shall be reimbursed by the port for pre-approved and reasonable
expenses incurred in the exercise of official Board business and shall be paid a per diem
equal to the per diem paid commissioners. The port shall provide sufficient investigative
and administrative support to enable the Board to reasonably carry out its duties
hereunder.

Section 9.     Definitions.
Throughout this Code, the following definitions shall apply.
A.     Compensation.
Anything ofeconomic value, however designated, that is paid, loaned, granted, or
transferred, or to  be paid,  loaned, granted, or transferred for,  or in consideration of
personal services to any person.

B.     Confidential Information.
Specific information that is not available to the general public on request or
information made confidential by law.

C.     Financial or Beneficial Interest.
A creditor, debtor or ownership interest (including without limitation, ownership
evidenced by stock purchase) in an amount or value in excess of $1,500.00, or any
employee, consultant or partnership arrangement, except a remote interest; provided that

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an owner of an interest in a mutual or other pooled investment fund or in any employee
or retirement benefit plan (including without limitation, pension plans, profit sharing
plans and deferred compensation plans) shall not be deemed to have a Financial or
Beneficial Interest in any component investment within the fund or plan where the owner
of the interest:  (I) has no right to control or influence the selection of component
investments; and (2) has not influenced the selection of component investments; and (3)
has not created or used the fund or plan to subvert the intent of this Code.  The term
Financial or Beneficial Interest also includes any option to purchase real or personal
property and the value ofan option shall be the market value ofthe property which is the
subject ofthe option.

D.     Official Duty.
Those duties of a port commissioner as defined by the Port or by statute or the
State Constitution.

E.      Participate.
To participate in an action or a proceeding personally and substantially as a port
commissioner, through approval, disapproval, decision, recommendation, the rendering
ofadvice, investigation, or otherwise.
F.       Person.
Any individual, partnership, association, cooperative, corporation or other
business entity.



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I.