Agenda Item 10a_attach_6 
Meeting Date: January 24, 2023 


Port of Seattle 
Commission 
Delegation of Responsibility 
and Authority 
to the Executive Director 
(DORA) 

April 3, 2023 
(Resolution No. 3810, Adopted December 13, 2022)

            Port of Seattle Commission Delegation of Responsibility and Authority to the 
Executive Director 
Preamble 
The Port of Seattle’s (“Port”) mission is to create jobs by advancing trade and commerce,
promoting industrial growth, and stimulating economic development. The Century Agenda,
adopted by the Port Commission, sets out strategies, objectives, and regional initiatives that
guide the Port’s efforts in pursuit of this mission. 
The  Port  was established under Washington law  as a public  agency  and engages in 
commercial enterprises that sustain a healthy economy. It is therefore endowed with both 
governmental and  commercial powers. These  dual  capabilities  require institutional
frameworks that foster public accountability and empower direct conduct of commercial 
activity.  The Commission aligns this Delegation of Responsibility and Authority to the
Executive Director policy directive (‘General Delegation’) to the Century Agenda.
The Port is committed to create economic opportunity for all, steward the environment 
responsibly, partner with surrounding communities, promote social responsibility, conduct 
itself transparently, and hold itself accountable.
All authority of the Port of Seattle is vested with the Commission in its actions as a public 
body. Through this delegation policy, the Commission subsequently and hereby vests
authority with the Executive Director and delineates Commission and Executive Director 
responsibilities. It sets expectations and lays the basis for the respective efforts of the 
Commission and Executive Director to be aligned, complementary, and effective.
Section I: Objectives of this General Delegation: 
A.    Create Clarity and Alignment: This General Delegation clearly delineates the 
responsibility and authority of the Commission and the Executive Director: 
1.    The  Commission  governs  the  Port,  directs  all  intergovernmental  policy 
functions, and oversees the Executive Director.
2.    Together, the Commission and Executive Director develop the Port’s overall 
vision,  strategies, objectives, Policy  Directives,  long-range  plans,  major 
programs and budgets.
3.    The Executive Director executes the long-range plans and major programs, 
oversees  all  enterprises  and  supporting  functions,  and  advises  the 
Commission. 


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                     B.    Provide Transparency and Accountability: This General Delegation specifically 
allows for the development and adoption of Policy Directives to guide the Port’s 
efforts in pursuit of its strategic objectives. Policy Directives: 
1.    Provide high-level guidance about how the Port does its work based on public 
values and applicable laws, rules and regulations. 
2.    Inform operational policies regarding specific functions at the Port and set 
appropriate limits.
3.    Deliver standards that support the effective use of the internal audit function 
to verify compliance. 

C.     Pursue the Century Agenda: This General Delegation emphasizes the use of
Century Agenda (“CA”) Goals and Objectives as a means of pursuing the highest
strategic aspirations for the Port of Seattle. Through review of Key Performance
Indicators (“KPIs”) that measure progress towards CA Objectives as well as
Executive Director Priorities, the Commission and Executive Director ensure
alignment of the Port’s mandate, its aspirational and operational goals. The
Century Agenda Goals, set by the Commission, set the long-term goals for all
divisions and Centers of Expertise. The CA Objectives, set by the Executive Director
and Executive Leadership Team (ELT) and approved by commission every 5 years,
describe the mid-term objectives and activities that align to the CA Goals. Finally,
the Executive Director Priorities describe the annual initiatives and programs that
operationalize the CA Objectives. At all levels, KPIs and metrics are employed to
monitor and track progress and performance.

D.    Empower for Concerted Action: Clear responsibilities and authorities will enable
the Commission and Executive Director to work in concert and be effective. 
Section II. Delegation of Responsibility and Authority 
A.    Governing the Port of Seattle as its elected body, the Commission shall: 
1.    Represent the Port to the citizens of King County and to other government 
bodies.
2.    Establish  the  Port’s  positions  regarding  public  policy,  legislation,  and 
regulation.
3.    Appoint the Executive Director.
4.    Conduct the annual performance review of the Executive Director and provide
input to the Executive Director regarding the performance of those employees
that report directly to the Executive Director.
Port of Seattle Commission (General) Delegation of Responsibility and Authority to the Executive Director                         Page 3

                             5.    Set the Port’s annual property tax levy. 
6.    Oversee  the  internal  audit  function.  Consider  and  authorize  any  Port 
borrowed debt, as required by law. 
7.    Reserve to itself all authority not herein delegated. 
B.    Guiding  the  Port  of  Seattle  and  together  with  the  Executive  Director,  the 
Commission shall: 
1.    Develop, adopt, and refine the long-term goals of the Port and review midterm
CA objectives and their KPIs. 
2.    Develop, adopt, and amend Policy Directives. 
3.    Direct  the  Port’s  advocacy  regarding  public  policies,  legislation,  and 
regulation. 
4.    Consider and authorize new enterprises and initiatives. 
5.    Consider, authorize, and modify major programs and projects. 
6.    Consider and approve the settlement of any legal claim except as delegated 
to the Executive Director and General Counsel. 
7.    Consider and adopt annual operating and capital budgets. 
8.    Consider and adopt annual salary and benefit resolutions. 
9.    Consider and approve collective bargaining agreements. 
10.   Consider and authorize Interlocal Agreements. 
11.   Consider and authorize the acquisition and sale of real property and other 
capital assets except as delegatedto the Executive Director. 
12.   Consider and establish industrial development districts and utilities. 
13.   Consider  and  approve  assignment  of  defense  counsel  for  any  officer,
employee or agent of the Port as authorized by law, except as delegated in Section
7.2.1. 
C.    Serving the Port of Seattle and the Commission, the Executive Director shall: 
1.    Prepare the Port’s reporting on Century Agenda Objectives and set Executive
Director Priorities in strategic alignment with the objectives. 
2.    Evaluate promising new enterprises and initiatives; prepare proposals as 
warranted. 
3.    Develop major programs and projects and updates to major programs and 
Port of Seattle Commission (General) Delegation of Responsibility and Authority to the Executive Director                         Page 4

                                projects. 
4.    Prepare operating and capital budgets. 
5.    Negotiate collective bargaining agreements. 
6.    Manage and supervise all legal services, litigation, engagement of outside 
legal counsel and other experts (subject to the limitations of RCW 53.08.208), 
settlements and claims filed for and against the Port, or cause such activities
to be carried out by the General Counsel. 
7.    Evaluate possible acquisitions and sales of real property and other capital 
assets; prepare proposals as warranted. 
8.    Evaluate  possible  establishment  of  industrial  development  districts  and 
utilities; prepare proposals as warranted. 
9.    Report regularly to the Commission on delegated responsibilities, industry 
trends, and economic developments. 
D.    Managing the Port of Seattle in keeping with the above, the Executive Director 
shall: 
1.    Represent the Port to customers and industry stakeholders. 
2.    Carry  out  all  policy  directives,  long-range  plans,  major  programs,  and 
implement projects. 
3.    Execute contracts and other necessary documents. 
4.    Select and manage all staff and outside resources necessary to carry out longrange
plans, major programs and projects, maintain facilities, and provide 
supporting functions. 
5.    Determine the organizational structure of enterprises and their supporting 
functions. 
6.    Administer collective bargaining agreements. 
7.    Administer Interlocal Agreements, and execute where authorized. 
8.    Administer the payment of short-term liabilities and other expenses. 



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                             9.    Establish operational, administrative, monetary, and contractual policies, 
delegations, rules, tariffs, regulations and procedures in accordance with this 
Delegation, adopted Policy Directives and all applicable law and regulation. 
10.   Establish and regularly report to the Commission on CA Objectives, CA KPIs 
and Executive Director Priorities, as necessary. 
11.   Approve travel by employees and other authorized representatives. 
12.   Apply for and accept grants and other funds from federal, state or local
governments. 
13.   Prepare  and  submit  applications   for   permits,  regulatory  approvals,
entitlements, and other authorizations associated with facilities and projects,
agree to permit conditions and mitigation, and fulfill permit requirements and
obligations.  Execute  permit-related  documents  in  furtherance  of  the
implementation of permits, including restrictive covenants and hold harmless 
agreements and agreements for expediting processing for permits. 
14.   Carry out additional responsibilities as may be further delegated. 
15.   Determine, sell and convey Port personal, tangible, and intangible property,
including mitigation credits, in accordance with any limits set by law. 
16.   Provide resources for the preparation for and management of Port borrowed 
debt. 
17.   Negotiate and obtain appropriate policies of insurance to cover Port property,
liability, employee coverages, and other areas appropriately included within
a comprehensive insurance program. The Executive Director is authorized to
approve changes or modifications within that program or individual policies
including provisions for self-insurance or deductibles. 






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            Section 1. REAL PROPERTY AGREEMENTS 
1.1   Types of Agreements: The directives in this Section 1 apply to all agreements or 
transactions for use of Port real property, including but not limited to leases,
concession   agreements,  rental  agreements,  operating  agreements,  berthing
agreements, tenant reimbursement agreements, licenses, easements, permits, rights of
entry and other use agreements (all referred to collectively  as "Real Property
Agreements" or at times referred to as "Agreements") or to agreements for the Port's
use of real property owned by others.
1.2   General Real Property Agreement Policies 
1.2.1   Except as otherwise provided in this General Delegation, all real property of the Port 
shall be used pursuant to an appropriate written Agreement approved and executed
as authorized by the Port Commission or Executive Director and accompanied by a
security deposit in accordance with applicable law and Port Real Estate Policies and
Procedures.
1.2.2   Prior to the execution of Agreements, the Executive Director shall have authority to
negotiate such Agreements; obtain appropriate appraisals where necessary; provide
for appropriate security deposit; submit Agreements to the Port's General Counsel's
office for approval in writing; and follow all other applicable laws and Port Real Estate
Policies and Procedures.
1.2.3   Real property conveyances between the Port and other governmental entities.
Notwithstanding any other provision herein, delegation authority for agreements
between the Port and other governmental entities, where the primary purpose of the
agreement is the conveyance of real property, by deed, easement, lease, license or
similar instrument, shall be governed by the provisions of this Section 1.
1.3   Real Property Agreement Procedures. The Executive Director is authorized to perform 
the following actions, including executing agreements incidental to such actions,
without Commission approval:
1.3.1   Agreements with a term of five years or less: Any Agreement having a term (including 
any tenant or Port options) of five years’ duration or less may be approved and
executed by the Executive Director provided that: (i) the Port's standard Agreement
form is used or, if no standard form exists, the form used has been approved by the
Port's General Counsel's office; (ii) the Agreement provisions conform to the Port's
real estate policies and procedures; and (iii) the  Agreement includes no Port
obligation to make a specific, noncontingent monetary payment or reimbursement
exceeding One Million Dollars ($1,000,000). 
1.3.2   Assignments,  subleases,  consents to assignments and subleases, amendments,
approvals, or options for Agreements with a term of five years or less: Assignments, 
subleases, consents, amendments, approvals or options for Agreements with a term
of five years or less may be approved and executed by the Executive Director, but only
Port of Seattle Commission (General) Delegation of Responsibility and Authority to the Executive Director                         Page 7

                      if (a) any new term extension, option or options do not result in an extension of the
original term of the Agreement (including original tenant or Port options) beyond five
years; (b) any rental adjustments (increases or decreases) consistent with the Port's 
real estate policies and procedures are made; and (c) there is no Port obligation to
make a specific, noncontingent monetary payment or reimbursement cumulatively
exceeding One Million Dollars ($1,000,000). 

1.3.3   Assignments, subleases, consents to assignments and approvals, amendments or
approvals for Agreements with a term in excess of five years. Such Assignments,
subleases, consents, amendments or approvals are authorized to be executed by the 
Executive Director, but only if (a) the term, rental rates, environmental provisions,
and the square footage of the premises under the Agreement (excluding increases or
decreases to the square footage of the premises not exceeding 10% of the original
square footage)  remain unchanged; (b) the required security is not decreased
(excluding pro rata decreases resulting from permissible decreases in square
footage); and (c) there is no Port obligation to make a specific, noncontingent
monetary payment or reimbursement exceeding One Million Dollars ($1,000,000). 
Consents to Assignments and Subleases, and amendments to correct administrative
errors may be approved and executed by the Executive Director. 

1.3.4   Easements, licenses, access permits or other rights of entry or use agreements over
Port property. Where the easements, licenses, permits or other rights of entry or use
agreements: (a) either relate to or benefit the Port's operations, or do not have a term
exceeding five years;  and (b) do not obligate the Port to make a specific,
noncontingent monetary payment or reimbursement exceeding One Million Dollars
($1,000,000) and do not deprive the Port of substantial use of the property. Permanent
easements which deprive the Port of substantial use of Port property require Port 
Commission approval (unless previously approved as part of a larger action) and must 
comply with the appraisal requirements of Section 2. 

1.3.5   Permanent easements over Port property for installation or construction of utilities
or street improvement infrastructure.  The Executive Director may approve and
execute permanent easements over Port property for installation or construction of
utilities (including stormwater, sewer, electrical or gas) or for street improvement
infrastructure (including sidewalks, signage or signaling) provided the permanent
easement either (a) does not deprive the Port of substantial use of Port property; or
(b) consists of Port property not exceeding 1,000 square feet and complies with the
appraisal requirements of Section 2. 
1.3.6   Easements over the property of others. The Executive Director may approve and
execute easements in favor of the Port over the property of others, provided such
easements either (a) are avigation easements in support or protection of airport
operations or (b) include no Port obligation to make a specific, noncontingent
monetary payment or reimbursement exceeding One Million Dollars ($1,000,000). 
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                1.3.7   Agreements (other than easements) for the Port's use of the property of others, 
including leases, rental agreements, operating agreements, licenses, access permits,
street use permits, rights of entry and other use agreements. The Executive Director
may approve and execute Agreements (other than easements) where the Agreement
includes no Port obligation to make a specific, noncontingent monetary payment or
reimbursement exceeding One Million Dollars ($1,000,000). 
1.4    Executive Director to ensure compliance. The Executive Director is charged with the 
responsibility to ensure that all Agreement terms are complied with and is authorized
to take necessary measures to ensure compliance or to protect the Port's legal position,
including but not limited to subjecting Agreements to Port internal audits, termination
of Agreements and the giving of all notices provided for in Agreements. 
1.5   Real property agreement security and insurance. The Executive Director is authorized 
to take all necessary actions in connection with Agreement surety bonds, letters of
credit, cash deposits or other legal security ("Agreement Security") and insurance 
coverage required pursuant to any Agreements of the Port, including, but not limited 
to, the following: 
1.5.1 Release Agreement Security: (i) where adequate substitute Agreement Security has 
been provided, and the Agreement is not in default; or (ii) when an Agreement has
expired or is terminated (for other than a default).
1.5.2 Approve terms of any Agreement Security or insurance submitted in fulfillment of the 
requirements of any Agreement, including substitute or replacement Agreement
Security or insurance coverage.
1.5.3 Approve (i) substitutions, replacements and modifications of AgreementSecurity
or insurance coverage that are not inconsistent with Agreement terms, and (ii) release
any insurance company, bonding company or financing institution when acceptable
substitute or replacement insurance coverage has been provided.
Section 2. REAL PROPERTY ACQUISITIONS AND SALES; STREET VACATIONS 
2.1    Appraisals. The Executive Director is authorized to obtain appropriate appraisals for use 
in evaluating or negotiating any proposed Port acquisition, sale, lease, permanent
easement or other interest in real property.
2.2    Acquisitions. After the Commission authorizes the Port's acquisition of real property by 
negotiated purchase or condemnation, the Executive Director is authorized to take all 
necessary steps, including executing all required closing documents, to secure title of
such property for the Port. The acquisition price (i) of individual properties and (ii) of
several properties under the same ownership (when acquired in the same transaction),
shall in no case exceed the Port's appraisal by more than ten percent (10%) without
further specific Commission approval.


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               2.3    Sales. When the Commission authorizes the sale of Port real property in accordance with
State law and Commission policy, the Executive Director is authorized to take all other 
necessary steps, including executing all required closing documents and executing and 
delivering conveyance instruments, to finalize the sale. 
2.4    Street Vacations. The Executive Director is authorized to make application for vacation
of city or county streets or roads and to take all other steps necessary to acquire a fee 
interest in streets or roads ancillary to Port development, if the estimated acquisition
costs are less than or equal to Ten Million Dollars ($10,000,000). 
Section 3. PROJECTS 
3.1    Projects shall be authorized utilizing the procedures outlined below. Projects may be
either capital or expense. 
3.2    Project Authorization 
3.2.1   Preliminary Project Work. Preliminary project work includes, but is not limited to,
such  activities  as  planning, programming, concept design up to 30% design,
surveys, geotechnical investigations, and/or  market  analyses.  The Executive
Director is authorized to perform such preliminary project work up to Two Million
Dollars ($2,000,000) without prior Commission approval, even if the budget of the
Project is expected to exceed Ten Million Dollars ($10,000,000). 
3.2.2 Total Project Cost Less than $10 Million. For Projects where the estimated total 
project budget is less than or equal to Ten Million Dollars ($10,000,000), the 
Executive Director is authorized to take all steps necessary, including the execution
of all contracts, including Public Works, Alternative Public Work procedures in
accordance with RCW 39.10, Goods and Services, Personal Services, Professional
Services, other consulting services, and any other types of contracts or agreements 
in furtherance of the Project. If the Project cannot be completed for a total of Ten
Million Dollars ($10,000,000) or less, Commission authorization, as set forth more
specifically below, shall be required before exceeding the Ten Million Dollar
($10,000,000) threshold. Projects shall not be broken into units or accomplished in 
phases in order to avoid the requirement for Commission authorization that would
otherwise apply to Projects more than Ten Million Dollars ($10,000,000). 
3.2.3 Total Project Cost More than $10 Million. For Projects where the estimated total 
Project budget is more than  Ten Million Dollars ($10,000,000), Commission 
approval of the Project budget is required except for preliminary project work under
Section 3.2.1 above. The Executive Director is authorized to take all steps necessary,
including the execution of all contracts, including Public Works, Alternative Public
Work procedures in accordance with RCW 39.10, Goods and Services, Personal
Services, Professional Services, other consulting services, and any other types of
contracts or agreements in furtherance of a Commission approved Project budget. 


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                   3.2.4 Project Changes. Additional Commission authorization shall be required if a Project
cannot be completed for less than or equal to Ten Million Dollars ($10,000,000), or
within the amount authorized by Commission (including contingency), prior to
exceeding either Ten Million Dollars ($10,000,000) or the approved budget. Project
changes, including amendments and change orders, within budget shall comply
with CPO policies. 
3.2.5 Authorization for Emergency Work. When any emergency requires the immediate 
execution of a contract for work, the Executive Director is authorized to make a 
finding of the existence of such emergency and execute any contracts necessary to
respond to the existing emergency. For purposes of this section "emergency" means 
unforeseen circumstances beyond the control of the municipality that either: (a) 
presents a real, immediate threat to the proper performance of essential functions;
or (b) will likely result in material loss or damage to property, bodily injury, or loss
of life if immediate action is not taken. The Executive Director shall comply with any
legal requirements related to any contracts or agreements  issued  under  the 
declaration of the emergency and otherwise keep the Commission informed of the
development of the emergency situation and the progress of any contracts and 
agreements  executed  to  remedy  the  emergency. The Executive Director shall
provide notice of this Emergency Work to the public. 
3.2.6   Authorization for Critical Work. Under circumstances not constituting a legallydefined
emergency, but otherwise requiring immediate action to avoid significant
adverse consequences to public health, safety or property,  the  Commission 
authorizes  the  Executive  Director  to  spend  up  to  Fifteen  Million  Dollars 
($15,000,000) to prevent potentially significant adverse consequences to public
health, safety or property. The Executive Director shall have authority to spend the
funds if: (i) the circumstances are such that a true emergency as defined by RCW
39.04.280 is substantially likely to develop unless action is taken; or (ii) any delay
in addressing the situation will likely result in significant cost increases or adverse
schedule impacts to the Port, other public agencies or private property owners; 
and (iii) where prior Commission authorization cannot, even on an expedited basis,
be obtained. When the Executive Director authorizes Critical Work to be undertaken,
he or she shall notify the Commission as soon as practicable of his or her action, the
amount of money spent and obtain Commission ratification at the next public
meeting. The Executive Director shall also provide notice of this Critical Work to the
public. 
3.2.7   Budget Transfers. The Executive Director is authorized to transfer budget funds 
for transferring scope of work from one executed contract to another for Projects 
that have been authorized under the following conditions: 
(i)   If all Projects affected have been previously approved by the Commission 
or the Executive Director; and 

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                               (ii) If the amount of transfer is less than or equal to $10,000,000; and
(iii) If doing so results in a cost or time savings, or other tangible benefit to 
the Project.
All such transfers will be reported to the Commission as soon as is practicable. All
budget transfers more than $10,000,000 must be approved by the Commission. 
Any transfer not meeting all of the above conditions will require Commission 
approval.
3.2.8   Small Works Construction Contracts and Job Order Contracts. The Executive
Director may, without Commission approval, take all action to execute and
administer   these   contracts   in    compliance    with    RCW    53.08.120, 
RCW 39.10.420-460, and Port policies and procedures. 
Section 4. CONTRACT AND PROCUREMENT ADMINISTRATION 
4.1 Subject to the requirements of this Section, the Executive Director is authorized to 
negotiate, manage  and execute all aspects of Port  contract  administration  and 
procurement activities in order to conduct the Port's business, provided that all
applicable laws and Port policies are met.
4.2   Bid/proposal protests shall be resolved in accordance with the administrative procedure
in the Port's standard contract specifications or as established by Port policies and 
procedures from time to time.
4.3   The Executive Director is authorized to approve competition waivers consistent with 
applicable federal and state laws and internal Port policies. 

Section 5. GOODS, SERVICES, AND OTHER AGREEMENTS
5.1   Personal Services. 
5.1.1 The Port of Seattle's procurement policy for personal services contracts, as adopted
in  accordance  with  RCW  53.19.090,  promotes  full  and  open  competition,
transparent procurement practices, and compliance with all laws. All Port of
Seattle personal service policies and procedures shall specifically conform to
Chapter 53.19 RCW.
5.1.2 In accordance with RCW 53.19.060, substantial changes in the scope of work
specified in the contract or which are substantial additions to the scope of work
specified in the formal solicitation document shall be submitted to the Commission
for a determination as to whether the change warrants the work to be awarded as
a new contract. An amendment or amendments to personal service contracts, if the
value of the amendment or amendments, whether singly or cumulatively, exceeds
fifty percent (50%) of the value of the original contract must be filed with the
Commission and made available for public inspection prior to the proposed starting
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                       date of services under the amendments. The Executive Director is authorized to
execute any amendments which meet the requirements of this Section 5.1.2.
5.2   Contracts.  The  Executive  Director  shall  have  the  responsibility  for  following  all
requirements and procedures in connection with all contracts. Goods and purchased
services may be acquired on the open market, pursuant to published tariffs, or by 
competitive bidding when required, for the normal maintenance and operations of the
Port without  prior Port Commission approval so long as, where appropriate, such
acquisitions shall be approved as a part of normal monthly expenses. The Executive
Director may execute contracts that are not associated with a Project, including Public
Works, Alternative Public Work procedures in accordance with RCW 39.10, Goods and
Services, Personal Services, Professional Services, other consulting services, and any
other types of contracts or agreements so long as the total price of contracts under a
single procurement does not exceed Ten Million Dollars ($10,000,000).
5.3  Other Agreements. The Executive Director may execute any other agreements involving
an exchange of goods or services with public or private entities that do not fall within any
other specific delegation, and that promote operational and/or logistical efficiency, and
amendments to such agreements, so long as any cumulative Port noncontingent
monetary obligation under the agreement is less than or equal to Ten Million Dollars
($10,000,000) and the General Counsel has reviewed and approved such agreement.
5.4. Non-Disclosure  Agreements.  The  Executive  Director  may  execute  Non-Disclosure
Agreements. 
5.5  Reimbursements to Airport Tenants. The Executive Director may approve reimbursements
to Airport tenants for work performed by such tenants to improve Airport premises so 
long as the total reimbursement amount is less than or equal to Ten Million Dollars 
($10,000,000). The Executive Director shall implement procedures for the reimbursement
of Airport tenant improvements. Such procedures must include allowable cost categories
and provide for their consistent application among all tenants. 
Section 6. UTILIZATION OF PORT CREWS 
6.1 The Executive Director is authorized to use  necessary Port and other workers for 
operations and  maintenance of facilities  pursuant to Commission approved labor 
agreements and the Pacific Coast Longshoremen's and Warehousemen's, Clerks', and
Foremen's agreements (provided longshore labor may be hired through stevedoring
contractors to provide services  offered in Port tariffs.) The Executive Director  is
authorized to apply for and maintain Port membership in the Pacific Maritime Association. 
6.2 The Executive Director shall be responsible for obtaining prior Commission approval for 
work projects which are new construction or major modifications of Port facilities to be 
carried out by Port crews when the total estimated cost is more than Ten Million Dollars 
($10,000,000). 

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             6.3 The Executive Director may authorize expense maintenance projects that are not new 
construction projects or contracts or that in any way add to the capacity or function of a 
facility, whether performed by Port crews or by contractors, up to a value of Ten Million
dollars ($10,000,000).
Section 7. LEGAL SERVICES, CLAIMS AND OTHER REPRESENTATION 
7.1 Management Authority. The Executive Director  and  the General Counsel shall  be 
responsible for management and supervision of all legal services retained by the Port,
except for legal services directly engaged by the Commission, and for all litigation in 
which the Port has an interest, direct or indirect. For purposes of this section, "litigation" 
shall mean the assertion of any position, right or responsibility by or against the Port (or
in which the Port may have an interest) which has been filed in any court or tribunal 
external to the Port with jurisdiction, be it state or federal, international or any quasijudicial
, administrative or arbitration forum.
7.2   Legal Services. The Executive Director is authorized to retain, or to cause to be retained
by the General Counsel, attorneys or law firms, or other appropriate legal representatives
as necessary, to provide (or assist in the provision of) legal services without limitations 
otherwise prescribed in Sections 3 or 5 above. 
7.2.1   Subject to the limitations of RCW 53.08.208, counsel may be retained whenever
any litigation is instituted against any person who is or was an officer, employee,
or agent of the Port arising out of the performance or failure of performance of
duties for, or employment with the Port; provided that, if any such litigation
includes allegations of fraud or criminal activity, retention of counsel shall be
subject to Commission approval. All such retentions shall be reported annually by
the General Counsel to the Commission.
7.2.2   Payment for legal or related services generally shall be by fixed annual retainers
or by reimbursement not-to-exceed established hourly rates plus expenses. Fixed
annual retainers shall be set by the Executive Director, or caused to be set by the
General Counsel, based on the level of services required and the current cost of
legal services in this area; provided that any such annual retainer or total annual
payment for services in any legal matter which is more than One Million Dollars
($1,000,000) shall be reported annually by the General Counsel to the Commission. 
7.3   Engagement of Experts. The Executive Director may engage, or cause to be engaged 
through the General Counsel, such experts as may be necessary to the orderly preparation
of litigation or evaluation or support of legal matters in which the Port has a direct or
indirect interest, without limitations otherwise prescribed in Sections 3 or 5 above. Such 
engagement shall be upon authorization given by the General Counsel after having been 
satisfied  that  such  expenditure is  necessary  to  the  adequate  evaluation,  support,
preparation or representation of the Port's position in such litigation or other legal 
matters. 
7.4   Settlement. Any matter which is the subject of litigation may be compromised and settled
by the Executive Director, or caused to be settled by the General Counsel, provided that 
the settlement amount paid by the Port (or, in the case of a claim being pursued by the
Port of Seattle Commission (General) Delegation of Responsibility and Authority to the Executive Director                         Page 14

                   Port, the amount of the claim to be waived, released or compromised by the Port) is less 
than or equal to One Million Dollars ($1,000,000) and that the General Counsel shall
provide an opinion to the Executive Director that such compromise and settlement is 
justified on the basis of the following: 
7.4.1   Litigation against the Port. 
(i)    The likelihood that a judgment rendered in litigation would be in the amount 
claimed or higher than the amount claimed, or that there is reasonable cause 
to believe that there is considerable exposure of liability for the Port; or 
(ii)   The  likelihood  that  the  expenses  involved  in  litigation  would  be
unnecessarily high in relation to the amount claimed, or the likely result. 
7.4.2    Litigation on behalf of the Port. 
(i)    That the determination to settle the claim outweighs the risks of litigation 
or other alternatives; or 
(ii)   That the settlement of the claim would provide prompt payment to the Port 
and eliminate extensive delays; or 
(iii)  That the proposed offer of settlement is reasonable in light of the claim 
asserted. 
7.5 Adjustment and Settlement of Claims. Except for claims which are in litigation, the 
Executive Director shall be responsible for, or shall cause the General Counsel to be
responsible for, the observance of necessary  procedures whereby the adjustment and
final settlement of all claims, either against or on behalf of the Port, shall be carried out.
For purposes of this section, "Claim" shall mean the assertion of any position, right or 
responsibility by or against the Port, but not including: 
(i)    Accounts receivable to the extent covered in Section 8, or 
(ii)   Claims asserted by or against the Port which are in litigation as that term 
is defined in Section 7.1. above. 
7.5.1   No claims against the Port shall be considered unless and until proper notice and
credible evidence of loss or damage has been provided by the claimant to the Port. 
7.5.2   Claims which in the opinion of the General Counsel have the potential to exceed 
One Million Dollars ($1,000,000) shall be reported annually by the General
Counsel to the Commission. 
7.5.3   Any single claim less than or equal to One Million Dollars ($1,000,000) to be paid
or waived, released or compromised by the Port may be adjusted and settled by 
the Executive Director, or caused to be adjusted and settled by the General
Counsel provided that all of the following conditions are met:
Port of Seattle Commission (General) Delegation of Responsibility and Authority to the Executive Director                         Page 15

                           7.5.3.1  That  the General Counsel shall  provide an opinion to the Executive
Director that payment  of the claim is justified on the basis of the
following: 
(i)    Claims against the Port:
(a) The likelihood that the Port is or could be found liable; or
(b) The likelihood that a judgment rendered in litigation would be in
the amount claimed, or higher than the amount claimed,or that 
there is reasonable cause to believe that there  is considerable
exposure of liability for the Port; or
(c) The likelihood that the expenses involved in litigation would be 
unnecessarily high in relation to the amount claimed, or the likely 
result.
(ii) Claims on behalf of the Port:
(a) That the determination to settle the claim outweighs the risk of 
litigation or other alternatives; or
(b) That the settlement of the claim would provide prompt payment to
the Port and eliminate extensive delays; or
(c) The proposed offer of settlement is reasonable in light of the claim 
asserted. 
Section 8. ADJUSTMENT AND WRITE-OFF OF ACCOUNTS RECEIVABLE 
8.1    The Executive Director is authorized to establish procedures to: (i) make adjustments to
accounts receivable for valid operational reasons which do not constitute a gift of public 
funds; or (ii) to write off any uncollectible account which is less than or equal to Three
Hundred Thousand Dollars ($300,000). 
8.2    Prior to adjusting or writing off of any account receivable or uncollectible debt, the 
Executive Director shall be satisfied that every reasonable effort has been made by the
staff to resolve or accomplish the collection of the account. For those accounts that
fail to make payment, the Executive Director shall authorize the General Counsel to
bring action in courts of law, or if more appropriate, authorize the Chief Financial
Officer, to assign the same to collection agencies in an attempt to collect such
accounts. If, after attempting all normal account collection procedures, the account is
still uncollectible after 180 days or more, the Executive Director shall be authorized
to provide for writing off such an account. 
8.3    Any amount in an account in excess of Three Hundred Thousand Dollars ($300,000) 
which is deemed to be uncollectible shall be referred to the Commission for final
approval of writing off that account. 
Port of Seattle Commission (General) Delegation of Responsibility and Authority to the Executive Director                         Page 16

            Section 9. SALE OF PERSONAL PROPERTY 
9.1. Section 53.08.090 of the Revised Code of Washington authorizes the Commission to
delegate to the Executive Director, by Commission resolution, the authority to sell and
convey Port personal property up to an annual limit updated each year. State law
requires that this authority be renewed from year to year by Resolution. The Executive
Director or their delegate must itemize and list the property to be sold or conveyed and
make written certification to the Commission that the listed property is no longer
needed for port district purposes prior to any such sale or conveyance. The Commission
must authorize the sale of Port property over the allowed statutory amount.
9.2. In no case shall surplus personal property of the Port be sold to any Port Commissioner
or Port employee or to members of their immediate families without the specific
approval of the Commission.
Section 10. GENERAL INTERPRETATION
10.1 Statutory References. All statutory references in this Resolution shall mean the cited 
statute as it existed on the date of adoption of this Resolution or as such statute may be 
hereafter amended, succeeded, modified or legally construed from time to time. 
10.2 Dollar Limits. All dollar limits included in this delegation or inclusive of all charges and
taxes, including sales tax. 
10.3 Definitions. The Executive Director is authorized to modify, edit, add and delete
definitions within this Resolution. The Commission shall be notified of any changes in
writing. 
10.3.1 "Goods and Services" means natural resources; equipment; materials; supplies;
or other finished goods or products; utilities  and  utilities-related services 
(including services provided by public agencies); and maintenance, security and
other miscellaneous services (excluding services provided by employees covered
by collective bargaining agreements to which the Port is signatory). 
10.3.2 “Interlocal Agreement” means an agreement in accordance with RCW 39.34 for
joint or cooperative action between public agencies. 
10.3.3 "Personal Services" means those services as defined in RCW 53.19.010(6), as
that law may in the future be amended or superseded. 
10.3.4 "Professional  Services"  means  those  services  within  scope  of  Section
39.80.020(5) of the Revised Code of Washington, as the same may in the future 
be amended or superseded.
10.3.5 “Project” means requirements undertaken to provide a product or service.
Projects do not, however, include regular, recurring, or routine work associated
with the day-to-day management and normal operations of the Port. 
Port of Seattle Commission (General) Delegation of Responsibility and Authority to the Executive Director                         Page 17

                   10.3.6 "Public Work" means construction, alteration, repair and improvement meeting
the definition set forth in Section 39.04.010(4) of the Revised Code of 
Washington, as that law may in the future be amended or superseded. 
10.3.7 "Purchased Services" means those services as defined in RCW 53.19.010(8), as
that law may in the future be amended or superseded. 
10.3.8 “RCW” means the Revised Code of Washington. 
















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