COMMISSION 
AGENDA MEMORANDUM                        Item No.          10f 
ACTION ITEM                            Date of Meeting     November 29, 2022 
DATE :     November 17, 2022 
TO:        Stephen P. Metruck, Executive Director 
FROM:    Dave Soike, Chief Operating Officer 
Aaron Pritchard, Commission Chief of Staff 
SUBJECT:  Introduction of Resolution No. 3810: A Resolution Repealing Resolution Nos. 3605,
3628, 3704, and All Preceding Resolutions  Pertaining to the Commission’s
‘Delegation of Responsibility and Authority to the Executive Director’ Policy
Directive, and Adopting a New Policy Directive as Set Forth in Exhibit A of this
Resolution. 
Amount of this request:             n/a 
ACTION REQUESTED 
Request Commission introduction of Resolution No. 3810, a resolution repealing Resolution 
Nos. 3605, 3628, 3704, and all preceding resolutions pertaining to the Commission’s ‘Delegation
of Responsibility and Authority to the Executive Director’ policy directive, and adopting a new
policy directive as set forth in Exhibit A of the resolution. 
This policy directive increases the previously delegated Commission threshold to the Executive
Director and provides clarity in delegated process directives to Port staff. 
EXECUTIVE SUMMARY 
An updated delegations policy will improve the Port’s efficiency and maintain our high bar for
accountability and transparency. The updated policy directly addresses the Port’s Century
Agenda Goal to be a Highly Effective Public Agency. 
The Port Commission, through Resolution Nos. 3605, 3628, 3704, and preceding resolutions, has
adopted a policy directive ‘Delegation of Responsibility and Authority to the Executive Director,’
delegating specific areas of their authority to the Executive Director of the Port of Seattle. Th e
monetary limits in the policy directive have not been substantially reviewed or updated since
2009 and has only been modified once in the past 26 years. 


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             COMMISSION AGENDA – Action Item No. 10f                                 Page 2 of 10 
Meeting Date: November 29, 2022 
In 2021 – 2022, a comprehensive review of the policy directive has been undertaken. It is t he
recommendation of the project team conducting the review and data analysis that the policy
directive be amended/recodified at this time to bring it current with today’s purchasing power
and operational demands and in-line with jurisdictions of comparable size and complexity in
operations; and to provide needed clarity in areas of the policy directive identified by staff and
the project team as previously silent, ambiguous, or outdated. This recommendation has earlier
been presented to, and is supported by, the recommendation of the Commission’s Governance
Committee.
If approved, the action to create a leaner operational strategy regarding the delegation policy 
directive and Commission Memo process will assist Port stakeholders in reaching a higher level
of efficiency – Port staff, Commissioners, the Executive Director, and some firms or persons doing
business with, or receiving services from, the Port of Seattle. 
BACKGROUND AND JUSTIFICATION 
The current outdated delegation policy requires Port staff and the Commission to inefficiently
spend too much time on routine day-to-day and operational decisions that the Executive Director
could make and report to the Commission for accountability and transparency. 
In  December  2021,  the  Internal  Audit Department reported to  the  Commission’s  Audit
Committee regarding its internal operational audit of the ‘Delegation of Responsibility and
Authority to the Executive Director’ policy directive. This audit reviewed the 18-month period of
January 2019 to July 2020. 
The goal of the audit was to evaluate internal controls to assure monetary and contractual
delegation compliance with rules, policies, and dollar limitations governing re-delegations by the
Executive Director to staff. The audit findings concluded that: 
“…internal controls are operating effectively and had no issues to report. …Based
on discussions with management, review of the data, and benchmarking with
other organizations, the Internal Audit Department recommended management
work with the Commission to identify if the current delegations process and
thresholds  could  be  modified  to  maintain  or  increase  transparency  and





Template revised June 27, 2019 (Diversity in Contracting).

             COMMISSION AGENDA – Action Item No. 10f                                 Page 3 of 10 
Meeting Date: November 29, 2022 
governance, while alleviating part of the burden on staff… with frequent (monthly)
and robust reporting to the Commission and the public.”
The Commission’s Audit Committee agreed with the recommendation of the Internal Audit
Department at that time. 
A cross-departmental project team was then established to identify operational efficiencies and
opportunities in the Delegations process. Th e review built upon the Audit review of other
comparable agencies and included analysis of: 
• the Commission Memo creation process (including a robust and statistically significant
survey of process users’ experiences and time in preparation and execution of actions); 
• three years of Commission actions over 65 public meetings; 
• delegation categories that compared relatively low level approvals versus high dollar
level approvals, policy and strategy versus operational approvals, etc.; 
• Executive Director authority as it relates to the position’s ability to run the operations of
the Port in terms of time in any given day; 
• the type and nature of reporting currently prepared by staff at the directive of the
Commission; 
• existing regulatory, statutory, and legal rules and guidelines that ensure compliance with
purchasing regulations and provide transparency; 
• technical amendments and process clarity needed in the policy directive; 
• safeguards to ensure transparency; 
• staff and Commission time spent  addressing smaller more general and routine
authorization; and 
• a new internal delegation workflow to save considerable human resource programming
previously dedicated to the Commission Memo process. 

Project Team Members 
Michelle M. Hart, MMC, Commission Clerk 
Ryan Stamper, Senior Port Counsel 
Nora Huey, Director, Central Procurement Office 
Mandela Thomas, Sr. Mgr., Central Procurement Office 
Kyle Dilbert, Sr. Mgr., Construction Contracting 
Bettina Friese, Business Intelligence Program Manager
Michael Fang (previously with the Port) 
Jared Thatcher, Process Improvement Prog. Mgr., Office of Strategic Initiatives 
Marin Burnett, Sr. Mgr., Strategic Initiatives 
John Okamoto, Okamoto Strategies (consultant) 
Aubree Payne, Deputy Commission Clerk 
Jami Ng, Information and Communication Technologies 
Marnie Gonzales, Information and Communication Technologies 
Eric Baird, Information and Communication Technologies 
Hugh Hastings, Executive Assistant, Executive Department 
Carlene Tudor Lee, Executive Assistant, Executive Department 
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             COMMISSION AGENDA – Action Item No. 10f                                 Page 4 of 10 
Meeting Date: November 29, 2022 
Aaron Pritchard, Commission Chief of Staff (sponsor) 
Dave Soike, Chief Operating Officer (sponsor) 
And approximately 200 staff who provided survey information 
Key Findings 
• The Delegation is outdated. The Port of Seattle Delegation level to its Executive Director
is not commensurate to similar-sized local and complex jurisdictions – Port delegations
are outdated. 
 As noted above, overall monetary delegations’ limits have only been adjusted
upward twice in 26 years, and most recently 13 years ago. 
 Delegation buying power is down from an inflationary perspective, while Port
budgets and demands on staff time are up, creating inefficiency in the Commission
process  and  absorbing  valuable  policy  and  strategy  planning  time  for
Commissioners and staff. (Purchasing power in all delegations has eroded by 29% 
since  the  $300,000  delegated  threshold  was  set  in  2009,  while  Capital
delegations purchasing power has eroded by 47.3%. In contrast, Port operating
budgets are up 37% within the same timeframe and the Capital 5-year forecast
is up by 75%, not including the Sustainable Airport Master Plan that itself is
expected to exceed the current 5-year capital forecast.) At the existing current
delegation threshold, the Executive Director can currently run the Port for a period
of 63 minutes (expense) or 37 minutes (capital), without additional Commission
action. 
• The Commission approval process is bogged down by many routine operational items.
A thorough review of prior Commission meetings provided significant trend information
that serves as a foundation for updating the Port’s delegation thresholds. A three-year
review of Commission actions over 2018 through 2020 demonstrated that 664 items were
reviewed by the Commission over 65 public meetings. Approximately half, 332 items, 
were monetary action approvals. Those were categorized by dollar category up to $10
million. Each item within each category was re-screened to determine if it represented a
policy or strategy item even though it was a relatively smaller dollar approval. That subset 
of policy or strategy items were identified as needing to go to Commission rather than an
Executive Director approval.  This yielded approximately 200 items that could be
approved in an effective manner by the Executive Director, which would free up
Commissioners’ time for larger monetary items and all policy and strategy items. 
 In 2020, 25 full business days were spent in Commission business meetings 
approving relatively lower dollar, and often general operational, authorizations.
On average, the Commission spends approximately 18 to 20 full business days
annually attending Commission business meetings. (This does not include time
spent in other Port-related, regional, or individual Commissioner meetings.) 


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             COMMISSION AGENDA – Action Item No. 10f                                 Page 5 of 10 
Meeting Date: November 29, 2022 
 85.6% of the monetary approvals over the 3-year period were approvals greater
than $10 million. These represent the largest portion of Port expenditures that 
have far greater long-term policy and strategy implications as compared to the
remaining 14.4% of authorizations that are primarily operational in nature. 
 Therefore, increasing some of the monetary limits of delegations to $10 
million does not affect Commission oversight into high-impact policy and
strategy items while operational items requiring can be handled by the
Executive Director, increasing efficiency, saving time and money. 
Many monetary authorizations by the Commission during any year comprise a
secondary approval of the item in that most items have been reviewed previously in
public as part of the annual budget authorization.   For example,  in 2022 the
Commission has/will receive 9 budget discussions via public study sessions, briefings,
and action requests. The total approximate discussion time for these range between
13 and 16 hours in total. 
• A significant amount of staff time is required. A statistically valid survey, with a 92%
response rate from process users (195 individuals responding) identified a significant
amount of timing challenges with authorization process and staff time dedicated to the
preparation and execution of Commission actions over the current $300,000 delegation
limit. 
• Efficiency and transparency opportunities exist. There is a need to create efficiency while
expanding transparency.  A process improvement is vital to responding to this need.
Streamlining process can be accomplished by shifting the lower-level approvals to the
Executive Director, allowing the Commission and Executive Director more time to focus
on the vast majority of budget and cost items, longer-term strategy, and higher value
public policy items of interest to the Community and Commissioners. Survey information
and data analysis demonstrate that the combination of inflation and growth in Port
objectives has created an efficiency opportunity to streamline the build-up over-time of
Port process bureaucracy.

Benefits to Raising the Delegation Level 
 Benefits for Commission: 
 Eliminates clogging the Commission’s calendar with lower priority Commission action
items. 
 Allows added time for the many competing pressures upon Commissioners. 
 Allows more focus time for Commissioners on high priority issues such as: policy,
strategy,  business   and   community-related  items,  workforce  development,



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             COMMISSION AGENDA – Action Item No. 10f                                 Page 6 of 10 
Meeting Date: November 29, 2022 
apprenticeships, WMBE and small businesses, transportation, community and social
issues, etc. 
 Increases time for Commissioner committee work and areas of interest. 
 Allows time for more in-depth check-in briefings for ongoing initiatives. 
 Provides an auditable transparency process that enables the Commissioners to be
made aware of certain approvals and a listing of all approvals above $2.5 million in
public session.
 Benefits for Executive Director and Port staff: 
 Frees up existing staff time that can be redeployed to greater value work and goals
set by the Executive Director and Commissioners. 
 Removes, on average, 4 to 8 weeks in preparation time per Commission
memo – creating more efficiency in executing often-times routine work. 
 Provides an equivalent efficiency cost savings of approximately 6-8  Full-Time
Equivalent (FTE) staff positions during this era of FTE losses and hiring shortages. 
 Human Resource Availability – Port staff have undertaken three separate
reviews of potential cost/time savings resulting from updating the
delegation. These 3 separate reviews all used different methodology, but
consistently resulted in considerable cost/time reductions for Port staff.
The initial review was undertaken by consultant KPMG in 2018, this review
assumed a lower delegation level and did not include ‘meeting time’ and
the basis for their conclusion was a Port staff survey on time spent working
in the commission memo process. The results of this review showed a 25%
reduction in staff time.  The second and third reviews were done by
separate members of the delegation review project team and included
meeting time and the introduction of a streamlined routing process. The
existing meeting times can be reduced with significant ED delegation. The
third review produced our median result, and included time spent in
preparatory meetings in the representative sample. The conclusion was
the Port could expect an efficiency cost savings of approximately 6-8 FTEs
– up to $2.3M in port staff annual savings. 
Transparency Measures 
In making this important decision to increase the delegated threshold to the Executive Director,
the Commission and the public must have assurances  with processes established  and
transparency to the operational authorizations of the Executive Director.
Recommendations of the Project Team 
• Reporting Regardless of Authorization Threshold. Strategic decisions (decisions that
have political, long term, social, or community impacts on the Century Agenda or
other goals as set forth by the Commission) are identified by the Executive Director or
the Commission as items to provide reporting to the Commission and to the public,
irrespective of the dollar threshold assigned to those items. Commissioners routinely
receive reporting from the Executive Director, whether on an ad hoc or periodic basis
– this recommended action does not materially change that reporting.  However,
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             COMMISSION AGENDA – Action Item No. 10f                                 Page 7 of 10 
Meeting Date: November 29, 2022 
additional reporting is identified below to strengthen reporting and add transparency
associated with this delegation change.
• Monthly Transparency Reporting. Add a new monthly agenda item labeled ‘Executive
Director Actions’ to the Commission agenda with a listing of all actions between the
$2.5M and $10M authorization threshold taken in the prior period, one month in
arrears, for full discretionary review by the Commission beginning the first public
session following the effective date of the resolution adopting the revised policy
directive.
• Reporting through the Executive Director’s Report. The Executive Director should
utilize  the  Executive  Director  Report  section  on  Commission  business  meeting
agendas to comment on any noteworthy, delegated authorizations for Commission
and public awareness. 
• Other Opportunities to Inform. Agenda planning meetings with the Commission
President may be used to overview certain items of interest falling within the
Executive Director’s delegated authority of approval where they may choose to use
the Executive Directors Report for notification. 
• Internal Audit.  The Port’s Internal Audit Department is encouraged to perform a
delegations  follow-up  audit  within  18  months  of  a  new  delegation  policy
implementation to ascertain if the process itself and process controls are functioning
properly and providing clear direction and intended transparency. The public monthly
reporting could then be sunset upon a successful audit report, with the proviso that
future periodic audits may occur as requested by the Executive Director or
Commission Audit Committee members. 
• Create an Efficient  Process for Staff Requests Re: Authorizations within the
Delegated Authority to the Executive Director. Create a new system tool/process to
document the use of delegation that is streamlined, efficient, and does not contain
overly  burdensome  and  time-consuming  requirements  of  meetings,  authors,
reviewers, and approvers. 
• Executive Director Delegation. The Executive Director should provide clear written
authority and guidelines in his decision to delegate his authorization authority
downward, should he desire to do so. 
• Remove Unnecessary or Redundant Reporting Requirements. As requested by the
Governance Committee, continue a review of current reporting requirements
requested by the earlier Commissions and/or required by statute.   Remove
unnecessary and/or ‘reporting no longer needed’ for operational purposes to the
Commission, thus freeing up additional staff and Commission time (this potential
savings has not yet been calculated) to focus on critical reporting of key performance
indicators of policies, strategies, large projects, and Port and community metrics. 



Template revised June 27, 2019 (Diversity in Contracting).

             COMMISSION AGENDA – Action Item No. 10f                                 Page 8 of 10 
Meeting Date: November 29, 2022 
Summary of Changes 
Section 1 and Other General Changes 
• Removed outdated references and language not necessary to the delegation (for example
other existing policies) that may be updated separately in the future. 
• Revised language to delegate other agreements related to permits, including contracts to
expedite permits, restrictive covenants and hold harmless agreements. 
• Added mitigation credits to Port property that can be conveyed. 
• Added back insurance and surplus delegations from previous delegations. 
• Updated Definitions, including Interlocal Agreements and Projects, while removing
definitions that are no longer referenced in the delegation. 
• Included a specific delegation for Non-Disclosure Agreements. 
Real Estate and Real Property Delegations 
• Durational Delegation for Real Property Agreements will remain the same at five years or
less, but the monetary limit is increased from $300,000 to $1,000,000. 
• Clarified that amendments for leases over five years are only delegated if term is not
extended, square footage does not exceed a 10% change, rates and environmental
provisions are not changed, security deposit is not decreased, and monetary obligations
do not exceed $1,000,000. 
• Delegations related to Easements were streamlined to permit the Executive Director to
execute easements that do not deprive the Port of substantial use of the property or are
less than 1000 square feet, and monetary obligations do not exceed $1,000,000. 
• Leasing, easements or otherwise using the property of others is delegated so long as
payments are less than $1,000,000 with no durational limit. The existing delegation
limited leases, easements or other uses of the property of others to five years and
payments of less than $300,000. 
• Added a specific delegation for avigation easements. 
Legal Delegations 
• Updated the monetary limit for Claims and Settlements from $300,000 to $1,000,000. 
• Reporting frequency requirements have been consolidated from quarterly, as issues arise,
or no required frequency to reporting annually.
• Updated and clarified language throughout the section, including the supervision of legal
services; the retention of counsel and experts, including an update to the definition of
“litigation” to limit the delegated authority to retain an attorney to represent an
individual employee or commissioner to litigation matters, but not allow such retention
for responding to a Port inquiry about workplace conduct or ethics; and the standards for
settling litigation and claims. 

Template revised June 27, 2019 (Diversity in Contracting).

             COMMISSION AGENDA – Action Item No. 10f                                 Page 9 of 10 
Meeting Date: November 29, 2022 
Delegations related to Projects 
• Delegations for agreements relating to Projects have been consolidated from three
separate sections into a single section and streamlined. 
• Defined the term “Project” and updated the monetary limits for procurements and other
agreements in furtherance of Projects from $300,000 to $10,000,000. 
• Added delegation for agreements and amendments to agreements involving an exchange
of goods or services with public or private entities that are not covered by any other
specific delegation but are less than $10 Million dollars and promote operational or
logistical efficiency, such as reimbursement agreements with entities like TSA or CBP. 
• Monetary limit for Preliminary work on Projects is increased from $300,000 to
$2,000,000, and the definition of Preliminary work is updated. 
• Updated the threshold for Critical Work from $500,000 to $15,000,000 for work requiring
immediate action to avoid significant adverse consequences to public health, safety or
property. 
• Updated the Project Changes sections to allow amendments and change orders if the
changes are within the approved Project budget.
• Removed sections related to bid irregularities, non-public work projects, and other areas
that were consolidated. 
• Updated  language relating to Alternative Public Works contract delivery methods,
reporting requirements, competition waivers, small works and job order contracts. 
Other Monetary Increases to Delegations 
• Updated monetary limit for Budget Transfers from $300,000 to $10,000,000 so long as
budget funds are for transferring scope of work from one executed contract to another. 
• Updated monetary limit for Airport Tenant Reimbursements from $200,000 to
$10,000,000. 
• Updated monetary limit for Utilization of Port Crews from $300,000 to $10,000,000. 
• Monetary limit for Street Vacations delegation is increased from $300,000 to
$10,000,000. 
• A summary of the updates to monetary limits are shown in the Table below: 
Monetary Limits                2009                       2022 
Real Estate Agreements          $300,000                    $1,000,000 
Claims and Settlements           $300,000                    $1,000,000 
Preliminary Work                $300,000                    $2,000,000 
Capital Projects and Contracts     $300,000                     $10,000,000 
Utilization of Port Crews           $300,000                      $10,000,000 
Airport Tenant Reimbursement   $200,000                   $10,000,000 
Street Vacations                  $300,000                     $10,000,000 
Budget Transfers                 $300,000                    $10,000,000 
Critical Work                      $500,000                      $15,000,000 
Template revised June 27, 2019 (Diversity in Contracting).

             COMMISSION AGENDA – Action Item No. 10f                                Page 10 of 10 
Meeting Date: November 29, 2022 
Continuing Work 
As noted above a list of reports, provided by staff to the Commission (requested by the
Commission) has been gathered. This list is being reviewed for relevancy and need. This is a
continuing effort to be responsive to the requests of the Commission to streamline the way we
do our work. A follow-up discussion will be provided to the Governance Committee regarding
the outcome of this request. 
FINANCIAL AND TIME IMPLICATIONS 
Up to 8 weeks in time savings per Commission authorization (memo/action); and a total
estimated annual savings of approximately 16,600 hours per year which is conservatively
equivalent to a range of 6-8 FTEs. 
ATTACHMENTS TO THIS REQUEST 
(1)   Draft Resolution No. 3810 with Exhibit A (Policy Directive) 
(2)   Presentation slides 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
December 10, 2020 – Audit Committee Meeting 
March 16, 2021 – Governance Committee Meeting 
July 28, 2022 – Governance Committee Meeting 
October 17, 2022 – Governance Committee Meeting 









Template revised June 27, 2019 (Diversity in Contracting).