10a. Memo

Delegation of Responsibility and Authority

AGENDA MEMORANDUM                        Item No.          10a 
ACTION ITEM                            Date of Meeting      January 24, 2023 
DATE :     January 18, 2023 
TO:        Stephen P. Metruck, Executive Director 
FROM:    Dave Soike, Chief Operating Officer 
Aaron Pritchard, Commission Chief of Staff 
SUBJECT:  Adoption 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
Amount of this request:             n/a 
Request Commission adoption  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 authority to the Executive
Director   and   provides   clarity   in   delegated   process   directives   to   Port   staff. 
This memo and action is in follow-up to the Commission discussion and memo of November 29,
2022, where Resolution No. 3810 was introduced unanimously. At that time, the Commission
asked questions/requested additional information to inform their decision-making process in
preparation of the second reading of the proposed resolution.
The November 29, 2022, Commission presentation is attached to this memo for ease in access
and reference to the data provided there, and includes project background information; survey
data gathered; analysis conducted; key findings of the project team; and staff recommendation
to the Commission based on that body of work.

Template revised January 10, 2019.

             COMMISSION AGENDA – Action Item No. 10a                                 Page 2 of 9
Meeting Date: January 24, 2023

A package of amendments, based on Commission feedback received since the November 29,
2022, meeting, is included as Attachment (4) to this memo. The summary of proposed changes
to the Delegation Policy and a corresponding table of monetary levels, as introduced at the
November 29, 2022, Commission meeting, is provided later in this action memorandum, also for
Questions from the Commission Meeting, November 29, 2023 
(1) Referral to Commission Action Process.  What is the threshold/how is it determined what
items come before the Commission if falling within any new level of delegated authority?
• Parameters are already established in  the  Delegation Policy. This policy specifies 
responsibilities and authority of both the Commission and the Executive Director.
• Discussions frequently take place between the Commission President (representing the
Commission voice), the Executive Director, and the Commission Chief of Staff regarding
items of interest and import to the Commission, port customers, and the community.
• An Executive Director delegation process is being built such that all items requesting
Executive Director approval are discussed and checked with: Commission Chief of Staff,
External Relations, Finance, Legal, Procurement, OEDI, Diversity in Contracting, and the
Executive Chief of Staff prior to Executive Director approval. Each item is reviewed and
if/when identified as ‘high Commissioner interest, high community interest, potential
Commission Policy, or potential Commission or of Executive Director strategic interest’ -
those items will be moved to the Commission for action. …
• An amendment is proposed to be added to the Delegation Policy as follows:  “The
Executive Director shall be empowered to execute projects, contracts and all other funding
mechanisms as listed in the following sections, at the funding thresholds listed below,
except in the subject matter areas where the Commission has spoken in the form of Policy
Directives and Orders. In the subject matter areas where Commissioners have spoken, the
Executive Director shall refer to the Policy Directive and/or Order to determine whether
the Commission has expressed the clear intent to have that subject matter brought before
the Commission in public session or other manner determined to be appropriate in
consultation with the Commission President.” 
(2) Public Access to Records.  Will records be available to the public regarding items approved
under the Executive Director’s delegated authority? 
• Port records are subject to RCW 42.56, the Public Records Act.  All public records are
preserved for the legal retention established by the WA State Archives and are available
for production upon request in accordance with RCW 42.56.
• The Delegation System being built to facilitate Executive Director delegations will help
enable production of those public records.  Records are kept in a database and are 
available for viewing and production as needed.
• Monthly reporting to the Commission will occur in the public business meeting
process/on the agenda which will give the Commission and the public visible review of
Template revised June 27, 2019 (Diversity in Contracting).

             COMMISSION AGENDA – Action Item No. 10a                                 Page 3 of 9
Meeting Date: January 24, 2023
authorizations by the Executive Director within his delegated authority limits of $1M or
• Further, the Port may choose to place open data for public viewing on the Port’s website
for reporting of Executive Director authorizations to enhance transparency and access to 
the information.
(3) Are there any Near-Term Sustainable Airport Master Plan (SAMP) P rojects Below the
Proposed New Delegation Level? 
• There are no SAMP projects that would come through the delegation system being built,
as SAMP projects have already been identified by the Commission as a high Commission
and Community item of interest. 
• The delegation limits would automatically place SAMP items before the Commission. 
(4) A List of Categories/Types of Items for Authorizations that Fall within a New Proposed
Delegation Level? 
• Attached is 2.5 years of Commission actions reviewed (July 2018 through December
2020), by category of authorization and the number of authorizations that fell within each
of those categories. (See Attachment 1)
(5) An Outline of Safeguards to Prevent Abuse of the Delegated Authority. 
• Who will watch the watchers? The Port has a robust Internal Audit Department, who has
previously, and can continue to actively engage in the auditing process of the Delegation
Policy as needed.  An amendment is proposed to the resolution to provide express
instruction  for  that  review.  (See  Attachment  4)  The  2020  Internal  Audit  Report
(See Attachment 2) identified that delegation procedures were being followed and
operating as intended . This amendment will provide for another future audit.
• Established state, local, and federal laws and regulations related to purchasing,
contracting, real estate, public works and other projects, financing, etc., provide legal and
operating parameters. Internal controls also exist in Executive and procurement policies
for all staff to follow. Training is provided to staff regarding these policies and procedures.
• Reporting on delegated responsibilities is a requirement of the Executive Director in the
existing Delegation Policy. 
• The Commission has requested specific reporting from the Executive Director and
departments through its adopted Policy Directives, Resolutions, and Orders on items of
import to the Commission and the Community.
• Priority projects are identified, discussed, and approved  in the annual budget
development process and provides a roadmap for the coming year of action items.
(6) A Deeper Dive into Comparative Agency Information. 
• Comparative agency data was provided at the time of introduction for the proposed
resolution. Data was provided for King County, City of Seattle, UW, and Sound Transit, as
these are comparative regional agencies of similar size and responsibility as the Port.
Comparative data was also provided by the Port Internal Auditor for San Diego

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

             COMMISSION AGENDA – Action Item No. 10a                                 Page 4 of 9 
Meeting Date: January 24, 2023 
airport/seaport and city, as well as for the Maryland Aviation Administration, Tampa
airport, and others. 

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

             COMMISSION AGENDA – Action Item No. 10a                                 Page 5 of 9
Meeting Date: January 24, 2023
• The project team has since compiled additional data from the American Association of
Port Authorities, the Washington Public Ports Association, ports’ sites, and ports’ staff. 
Additional data is provided from six of the largest US Ports and eight of the largest WA
Ports. This information is available through the Commission Clerk. 
• A review of the comparative agency data shows that no two ports are alike. There is not
an apples to apples comparison. The data shows that ports are different sized; differently
situated with respect to scope of operations; are formed under different government
structures; are governed by differently organized bodies; have vastly different budgets
based upon their operations and structures; and have set delegation thresholds to match
the priorities and preferred role in the organization that each respective governing body
chooses to assume. This review underscores the best comparator agencies for the Port,
as originally identified by the Port Audit Department, remain our local agencies of similar
size, structure, and depth of operations – King County, the City of Seattle, Sound Transit,
and the University of Washington. 
• The Washington Public Ports Association provides guidance around the adoption of
delegation policies in Washington State; noting that a Commission, in granting this
delegation, chooses the “…role of focusing on the port’s overall, long-term strategic
direction, priorities, and vision, rather than the day-to-day management of the port. This
is the governance role of defining the port’s core mission and overall direction and setting
its course for the future.”  The Commission, through its Delegation Policy, set its core
mission and overall direction in the Port’s Century Agenda.  Delegation policies for
agencies are set based on what the correct fit is for each agency, determined by its
governing body.
(7) Assurances against project segmentation under delegated thresholds to avoid actions coming
forward to Commission, with a particular focus on sole sourcing implications.
• Section 3.2.2 of the Delegation Policy specifically prohibits splitting Projects into units.
• RCW 53.19.020 is the statutory provision specifying that all personal services shall be
entered into pursuant to competitive solicitation, and provides that, “Ports shall not
structure contracts to evade these requirements.” 
(8) An amendment to create a periodic review of the Delegation Policy Directive. 
• An amendment is prepared to require periodic review of the Delegation Policy and is
included in the proposed package of amendments. (See Attachment 4) 
(9) A redline of the original policy directive. 
• The ‘redline’ (appearing in green track-changes) of the existing Delegation Policy Directive
was not provided during the November 29 introduction of the new Delegation Policy
because (1) this is a complete recodification effort to clean-up and re-organize the

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

             COMMISSION AGENDA – Action Item No. 10a                                 Page 6 of 9
Meeting Date: January 24, 2023
document; and (2) the redline is very difficult to read in areas as a result. It has, however,
been provided as requested. (See Attachment 3) 
• Procedural reminder from the Clerk – this is not an amendment of the existing policy, this
is a repeal of the existing policy and a recodification of a new document. This new policy
directive is presented as Exhibit A to the Resolution. 
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 and will assist the Commission and staff in 
focusing efforts towards the Port’s highest priorities, projects, goals, and objectives established
in the Century Agenda.
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. 
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.

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

             COMMISSION AGENDA – Action Item No. 10a                                 Page 7 of 9
Meeting Date: January 24, 2023
• 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.
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 $10,000,000 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
• 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. 
Template revised June 27, 2019 (Diversity in Contracting).

             COMMISSION AGENDA – Action Item No. 10a                                 Page 8 of 9
Meeting Date: January 24, 2023
• Updated monetary limit for Airport Tenant Reimbursements from $200,000 to
• 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
• 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 
Other Information 
The Washington Public Ports Association provides time guidance to governing bodies establishing
and/or reestablishing their delegations of authority policy directives in its ‘Port Governance and
Management Guide.’ 

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.

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

             COMMISSION AGENDA – Action Item No. 10a                                 Page 9 of 9
Meeting Date: January 24, 2023
(1)   Authorization Categories Document 
(2)   2020 Audit Committee Report on Delegation of Responsibility and Authority 
(3)   Redline of Existing Delegation Policy 
(4)   Package of Amendments 
(5)   Draft Resolution No. 3810 
(6)   Exhibit A (Policy Directive) 
(7)   Presentation Slides 
(8)   November 29, 2022, Commission Presentation (for reference) 
December 10, 2020 – Audit Committee Meeting 
March 16, 2021 – Governance Committee Meeting 
July 28, 2022 – Governance Committee Meeting 
October 17, 2022 – Governance Committee Meeting 
November 29, 2022 – Commission Meeting, introduction of Resolution No. 3810 

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


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