Attachment delegation for Joint Meeting held May 08, 2015 1:00PM at Federal Way

delegation

Seaport Alliance
Resolution 2015-XX
Delegation of Administrative Authority to the
Chief Executive Officer
August 1, 2015

FINAL DRAFT AS OF 5/5/2015

A Resolution establishing the administrative authority of The Northwest Seatport Alliance
("Alliance") ChiefExecutive Officer ("CEO") ("Delegation of Authority Master Policy"),
delegating from the Alliance Managing Members' administrative authority to the CEO.
WHEREAS, the Port of Seattle ("POS") and Port of Tacoma ( "POT"), (collectively,
"Ports"), are public port districts , organized under provisions of the laws of the State
of Washington, codified under Title 53 RCW and
WHEREAS, the Ports, pursuant to Federal law (46 USC Section 40301(b)(1-2)), have
filed a discussion agreement ("Discussion Agreement") with the Federal Maritime
Commission ("FMC") for permission to operate certain marine cargo facilities jointly
under the Alliance, and the Discussion Agreement became effective on (date); and
WHEREAS, the Ports have formed the Alliance, pursuant to the Discussion Agreement
and subject to FMC oversight, and entered into an interlocal agreement with delegated
powers exercised pursuant to the port joint powers statute (RCW 53.08.240) which
expressly permits joint operation and investment outside of a port's district, and
pursuant to RCW 39.34.030, the Interlocal Cooperation Act, and pursuant to Title
53.XX RCW, which authorizes the Ports to create a Port Development Authority
("PDA") to operate certain marine facilities jointly as the Alliance; and
WHEREAS, the operations and affairs of the PDA are managed by the port districts as
members of the PDA and the charter ("Charter") for the PDA and each port district
member ("Managing Member") acts in such capacity through its own elected
commissioners;
NOW, THEREFORE, be it resolved by the Managing Members of the Alliance:
That the Delegation of Authority Master Policy, as set forth in Exhibit "A" attached to
this Resolution and by this reference incorporated herein, is adopted for the purpose
of delegating from the Managing Members to the CEO the administrative authority of
the CEO.
Adopted by the Managing Members of the Alliance at a public meeting held on _____
day of ___________, 2015.

Table of Contents
1. Preamble .................................................................................................................. 5
a. Roles and Responsibilities of the Alliance ............................................................. 5
b. Relationship between the Alliance Managing Members and the Alliance Executive
(CEO) .......................................................................................................................... 5
2. Overview of the Administrative Authority of the Alliance CEO .................................. 6
a. Roles and Responsibilities of the CEO .................................................................. 6
3. CEO Powers Delegated by Charter. ......................................................................... 7
a. Article 1.5(a). Filing of Certificates. ........................................................................ 7
b. Article 1.5(e) Actions Required to Do Business. .................................................... 7
c. Article 3.1(a)(i) Regular Distributions. ................................................................... 7
d. Article 4.2(a). Accounting, Tax, and Record Keeping. ........................................... 7
e. Article 4.6 Tax Reports .......................................................................................... 7
f. Article 4.8 Elections ............................................................................................... 8
g. Article 4.9 Tax Audits and Litigation ...................................................................... 8
h. Article 5.4 CEO Authority ....................................................................................... 8
i. Article 9. 3(a) and (b). Dissolution/Termination. .................................................... 8
4. Definitions ................................................................................................................. 9
a. Alliance .................................................................................................................. 9
b. Annual Capital Investment Plan ............................................................................ 9
c. Approval ................................................................................................................ 9
d. Authorization ......................................................................................................... 9
e. Chief Executive Officer (CEO) ............................................................................... 9
f. Claim ..................................................................................................................... 9
g. Emergency .......................................................................................................... 10
h. Goods and Services ............................................................................................ 10
i. Homeport ............................................................................................................. 10
j. Indefinite Delivery Indefinite Quantity Contract .................................................... 10
k. Interlocal Agreement ........................................................................................... 10
l. Managing Members ............................................................................................. 10
m. Normal Alliance Operations ................................................................................. 10
n. Normal Operating Expense ................................................................................. 11
o. Personal Services ............................................................................................... 11
p. Project ................................................................................................................. 11
q. Professional Services .......................................................................................... 11
r. Public Work ......................................................................................................... 12
s. Service Agreements ............................................................................................ 12
5. General Provisions ................................................................................................. 12
6. Planning and Budget Implementation ..................................................................... 12
a. Long-Range Business Plans ............................................................................... 12

b. Administering Normal Alliance (Day-to-Day) Operations ..................................... 12
c. Funding of Projects ............................................................................................. 12
7. Policies Governing Real Property ........................................................................... 13
a. General Provisions for Real Property and Non-Real Property Agreements ........ 13
b. Rental/Leasing Agreements ................................................................................ 13
c. Alliance Grants of Covenants and Easements .................................................... 15
d. Easements for the Alliance Use of the Property of Others .................................. 15
e. Agreements (Other than Easements) for the Alliance Use of Real Property Owned
by Others ................................................................................................................... 15
8. Policies Governing Authorization for Projects, Contracting, Procurement and
Emergencies ........................................................................................................... 16
a. Interlocal Agreements.......................................................................................... 16
b. Public Works Projects.......................................................................................... 16
c. Non-Public Works Projects .................................................................................. 17
d. State and Federal Environmental Remediation Agreements ............................... 17
e. Project and Contract Reporting ........................................................................... 18
f. Professional Services Contracts .......................................................................... 18
g. Personal Services Contracts ............................................................................... 19
h. Purchased Goods and Services .......................................................................... 20
i. Contracting Authority for Entering Agreements with Utilities and Annual Software
Fees and Licenses ..................................................................................................... 20
j. Authorization for Emergency Work ...................................................................... 20
9. Policies Governing Financial Activities ................................................................... 21
a. Management of Alliance Funds ........................................................................... 21
b. Alliance Expenditures for Travel, Hosting, and Memberships ............................. 21
c. Managing Uncollectable Accounts ...................................................................... 22
d. Acceptance of Grant Funding .............................................................................. 22
e. Insurance Programs ............................................................................................ 23
f. Sale of Personal Property .................................................................................... 23
g. Payment of Statutory Expenditures ..................................................................... 23
10. Legal Services, Claims and Other Representation ................................................. 24
a. Litigation Policy and Procedures ......................................................................... 24
b. Retaining Independent Counsel/Experts/Investigators ........................................ 24
c. Settlement of Claims ........................................................................................... 24
11. Issuance of Tariffs .................................................................................................. 24
12. Policies and Procedures ......................................................................................... 24
13. Actions Previously Approved By The Commissioners And Executives Of The Ports
Of Tacoma And Seattle .......................................................................................... 25
14. Non-Discrimination and Equal Opportunity ............................................................. 25

1. PREAMBLE
a. Roles and Responsibilities of the Alliance
i. The primary mission of the The Northwest Seaport Alliance (Alliance) is to
promote and assist economic development of the Managing Members (Port of
Seattle and Port of Tacoma) Marine Cargo operations with an emphasis on
unified business retention and recruitment, coordinated enhancement of the
value of Marine Cargo properties, improved intermodal rail service, improved
freight capabilities, and the general promotion of maritime economic
development and other related Port business activity.
ii. The Alliance oversees with unified management the operations, investments
and capital investments to optimize the value of Marine Cargo properties; grow
cargo volumes and protect market share for the benefit of the region and state;
manage overall terminal capacity, through coordinated investment strategies;
provide enhanced job prospects for the Managing Members' labor and
business partners; and achieve overall financial returns that not only enable
reinvestment but also provide additional financial returns for each Managing
Member.
iii. The Managing Members are committed to shared core objectives of financially
viable business models that support customer success, value the port-labor
partnership, protect and increase regional jobs, benefit the citizens of Pierce
and King counties, promote the Pacific Northwest corridor's role in US trade
strategies and the greater North American economy, and ensure the ability of
each Managing Member to reinvest in terminal assets and infrastructure.

b. Relationship between the Alliance Managing Members and the Alliance
Executive (CEO)
i. It is the Managing Members' responsibility to establish Alliance policies, hold
the CEO responsible for the implementation of such policies, and to authorize
the expenditures of public funds to implement those policies. It is the CEO's
responsibility to implement the policies and to inform the Managing Members
on how the policies will be implemented.
ii. The operations and affairs of the Alliance are managed by the two port districts
as members of the Port Development Authority and via the Charter for the
Alliance. Each port district member shall act in such capacity through its own
elected commissioners. All statutory powers and authority of the Alliance not
delegated herein are retained by the Managing Members.

iii. The Managing Members and the CEO shall regularly inform and consult each
other on the execution of Alliance policies, operations, and information
relevant to Managing Members oversight. Public oversight is inherent in the
Managing Members' role. Oversight cannot be delegated away, and nothing
in this Delegation of Authority Master Policy shall be construed as doing so.
iv. The Managing Members may at any time rescind or suspend all or any
portions of the delegated authority conferred upon the CEO under this
Resolution by further resolution passed in a public meeting.
2. OVERVIEW OF THE ADMINISTRATIVE AUTHORITY OF THE ALLIANCE CEO
a. Roles and Responsibilities of the CEO
i. The CEO derives authority from the Managing Members, and is responsible
for carrying out the Managing Members' policies.
ii. The CEO serves as primary spokesperson for Alliance operations and
management.
iii. The CEO retains professional staff, and will promulgate policies and
procedures that create administrative, monetary, and contractual delegations
of Managing Member-granted authority as may be appropriate.
iv. Subject to the limitations identified in this Delegation of Authority Master
Policy, the CEO shall be responsible for:
1. Operation, maintenance, administration, and use of the Alliance's
terminals, properties, and facilities;
2. Implementation of construction work and alterations, repairs and
improvements to real estate and physical facilities controlled and
operated by the Alliance;
3. Administration of day-to-day normal Alliance operations which may
include personnel administration, task and project assignments, hiring,
firing, discipline, and training;
4. Applying for permits associated with Alliance facilities or projects;
5. Application for and acceptance of grants or other funds from federal,
state, or local governments, subject to the approval of Managing
Members if required per Sections 9.d. herein;
6. Delivery of services essential to the Alliance's mission; financial and
accounting related matters; legal matters; and all other administrative
matters.

3. CEO POWERS DELEGATED BY CHARTER.
Pursuant to the below-referenced Articles/sections of the Charter, the Managing
Members acknowledge the following delegations to the CEO. In the event of any lawful
modification to the Charter which affects the Articles/sections below, the Charter
provision shall take precedence and this Delegation of Authority Master Policy shall
be amended to be consistent with such Charter revisions.
a. Article 1.5(a). Filing of Certificates.
i. The CEO is authorized to execute, file, and record (or direct the execution,
filing, and recording of) all certificates and documents as may be appropriate
to comply with all requirements for the continuation and operation of a port
development authority, the ownership of property, and the conduct of business
by the PDA under the laws of the State of Washington and any other
jurisdiction in which the PDA may own property or conduct business.
b. Article 1.5(e) Actions Required to Do Business.
i. The CEO is authorized to execute, deliver, and file, any certificates (and any
amendments and/or restatements thereof) necessary for the PDA to qualify to
do business in any jurisdiction in which the PDA may wish to conduct business.
The CEO is authorized to cause the PDA to be qualified, formed, or registered
in any jurisdiction in which the PDA transacts business in which such
qualification, formation, or registration is required or desirable.
c. Article 3.1(a)(i) Regular Distributions.
i. The PDA through the CEO will make not less than quarterly distributions of
Distributable Cash from the Working Capital Fund (as defined in PDA Charter
Section 2.11) to the Managing Members at least quarterly. Prior to executing
any distribution, the CEO shall provide a report of the planned distribution to
the Managing Members, such report to include a description of how that
distribution complies with the PDA Charter Article III.
d. Article 4.2(a). Accounting, Tax, and Record Keeping.
i. The Managing Members authorize the CEO to oversee the accounting, tax,
and record keeping matters of the PDA, which shall be kept in compliance with
GAAP.
e. Article 4.6 Tax Reports
i. The CEO is authorized to have prepared at his/her direction all tax returns and
reports of the PDA.

f. Article 4.8 Elections
i. Except as otherwise provided in the Charter, all decisions as to accounting
principles, whether for the PDA's books or for tax purposes (and such
decisions may be different for each such purpose) and all elections available
to the PDA under applicable tax law, shall be made by the CEO.
g. Article 4.9 Tax Audits and Litigation
i. (b) Designation of Tax Matters Person. The CEO is hereby designated as
the tax matters person ("Tax Matters Person") with respect to the PDA. In such
capacity the Tax Matters Person shall have all of the rights, authority, and
power, and shall be subject to all of the obligations, analogous to those of a
tax matters partner to the extent provided in the Internal Revenue Code of
1986, as amended, and the Treasury Regulations promulgated there under;
provided, that the exercise of such rights, authority, and power shall be
consistent with all PDA elections and provided further that if any exercise of
such rights has an adverse impact on a Member, the consent of such Member
shall be required.
ii. (b) Foreign, State, and Local Tax Law. If any foreign, state, or local tax law
provides for a tax matters partner or person having similar rights, powers,
authority, or obligations as described in Section 3.g.i, the CEO is authorized
to also serve in such capacity and shall represent the PDA in all tax audit
contest or settlement matters to the extent allowed by law.
h. Article 5.4 CEO Authority
i. The CEO is the principal executive officer of the PDA, has general charge and
supervision of the business of the PDA, and shall see that all orders, actions,
and resolutions of the Managing Members are carried out. The CEO will be
responsible for the executive management of the PDA, and shall report directly
to the Managing Members acting in their governing capacity. The CEO has
the authority to establish the reporting structure within the PDA and to take
such actions, subject to the Charter, as are in accordance with this Delegation
of Authority Master Policy, and shall have such other authority and shall
perform such other duties as set forth in the Charter or this Delegation of
Authority Master Policy, or, to the extent consistent with the Charter, such
other authorities and duties as prescribed by the Managing Members.
i. Article 9. 3(a) and (b). Dissolution/Termination.
i. Upon dissolution, the CEO is authorized to recommend and present to the
Managing Members for approval, the distribution of assets as is required by
PDA Charter Article 9.3(a) and the payment of liabilities and maintain such
reserves for contingencies as is required by PDA Charter Article 9.3(b).

4. DEFINITIONS
a. Alliance
Refers to (i) The joint operating and management agreement, created by POS
and POT pursuant to an interlocal agreement with delegated powers exercised
pursuant to the port joint powers statute (RCW 53.08.240) which expressly
permits joint management, operation and investment outside of a port's district,
and pursuant to RCW 39.34.030, the Interlocal Cooperation Act, expected to be
effective from August 1, 2015 through December 31, 2015 and (ii) the PDA
beginning January 1, 2016.
b. Annual Capital Investment Plan
Means the five-year projection of capital and expense projects andassociated
expenditures which is developed and maintained as a planning tool for Alliance
capital investment and which is reviewed by the Managing Members annually as
part of a plan of finance and budget review process, or as subsequently amended
by the Managing Members during the budget year.
c. Approval
A recommendation to move work forward for analysis and development of data
and documents to support potential authorization. Approval does not denote
authority to expend funds (see "Authorization" below).
d. Authorization
Authorizes spending, entering agreements, administrative actions, and real
estate actions, and other items as outlined in this resolution. Authorization is
given by the Managing Members to the CEO per the Delegation of Authority
Master Policy. Authorization implies an action item in public session if the
required level is beyond CEO delegation level per the Delegation of Authority
Master Policy.
e. Chief Executive Officer (CEO)
The person hired by the Managing Members to manage and oversee day-to-day
operations of the Alliance.
f. Claim
"Claim" means the assertion of any position, right or responsibility by or against
the Alliance, excluding "uncollectible accounts" and any claims asserted by or
against the Alliance that have or may reasonably become the subject of litigation.

g. Emergency
Unforeseen circumstances beyond the control of the Alliance that either presents
a real, immediate threat to the proper performance of essential functions; or may
result in a material loss or damage to property, bodily injury, or loss of life if
immediate action is not taken. (see RCWs 39.04.020, 39.04.280 and
53.19.010(04)). Emergencies allow for the waiver of state procurement
requirements.
h. 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); maintenance; security; and other miscellaneous services.
i. Homeport
For the purposes of this Delegation of Authority Master Policy "Homeport," when
used in connection with specific Alliance assets, means the port where the asset
is located.
j. Indefinite Delivery Indefinite Quantity Contract
Indefinite delivery, indefinite quantity contracts ("IDIQ") provide for an indefinite
quantity of services for a fixed time. They are used when the precise
quantities of supplies or services required during the contract period cannot be
determined.
k. Interlocal Agreement
A binding agreement between the Alliance and other local governmental
agencies, including the Managing Members, that allows for the provision of
services or facilities between those agencies.
l. Managing Members
The Ports of Seattle and Tacoma, acting through their own elected
commissioners.
m. Normal Alliance Operations
Administration of day-to-day Alliance operations which may include personnel
administration, task and project assignments, hiring, firing, discipline, and
training.

10.

n. Normal Operating Expense
Means the Alliance budgeted operating and non-operating revenues and
expenses reviewed, approved, and authorized by the Managing Members as part
of the budget process, or as subsequently amended by the Managing Members
during the budget year.
o. Personal Services
Personal services are generally professional or technical expertise that are
necessary to accomplish a specific study, project, task or other work statement,
which may not reasonably be required in connection with a public works project
meeting the definition of RCW 39.04.010(4). Personal services do not include
purchased services as defined in RCW 53.19.010(8) or professional services
procured using the competitive selection requirements in Chapter 39.80 RCW
(A&E).
p. Project
i. For the purposes of this Delegation of Authority Master Policy, a "Project"
creates or modifies a capital asset or creates a cost outside of Normal
Operating Expenses. A Project may be classified as a capital or expense.
1. Public Works Projects As defined in RCW 39.04.010, public work
projects include construction, alteration, repair or improvement other than
ordinary maintenance executed at the cost of the Port. Work associated
with public work projects includes planning, scoping, engineering, design,
permitting, construction and contract solicitation and administration.
2. Non Public Works Projects Generally includes defined work that the
CEO has determined will be managed as a Project. Projects do not,
however, include regular, recurring or routine work associated with
normal Alliance operations. This category also includes projects by the
information and technology departments that may require a major
upgrade or replacement of an information or communication hardware or
software system.
3. Environmental Projects Include pollution investigations, cleanups, and
habitat restoration. Environmental projects may also involve regulatory
direction, oversight, and agreements, extended periods of investigation
and study prior to construction, and continuing monitoring and
maintenance after clean-up and construction. As these projects usually
produce no assets, costs are expense rather than capital.
q. Professional Services
Means (a) those services within scope of RCW 39.80.020(5) or (b) professional
or technical expertise provided by a consultant to accomplish a specific study,
project, task, or other work statement which is reasonably required in connection
with public works projects.
11.

r. Public Work
Means construction, alteration, repair and improvement other than ordinary
maintenance meeting the definition of RCW 39.04.010.
s. Service Agreements
An agreement, such as an interlocal agreement between the Alliance and
Managing Members or between Managing Members that allows for the
provision of services related to normal Alliance or port operations or projects.
5. GENERAL PROVISIONS
Regardless of the provisions and delegations contained in this Resolution, the CEO
shall bring forward to the Managing Members for consultation or approval any action
of a sensitive nature as identified by the Managing Members or the CEO.
The CEO shall provide financial analysis for real estate transactions and planned
investments to Alliance managed properties.
6. PLANNING AND BUDGET IMPLEMENTATION
a. Long-Range Business Plans
i. The Managing Member-approved Strategic Business Plan shall be the basis
for the development of all Alliance programs, Projects, initiatives, and the
Capital Improvement Plan, Annual Operating Budgets, and Plan of Finance,
collectively known as Annual Plans.
ii. The CEO will develop Annual Plans for consideration and approval.
iii. This Delegation of Authority Master Policy shall be reviewed annually by the
Managing Members.
b. Administering Normal Alliance (Day-to-Day) Operations
i. In administering day-to-day Alliance operations, the CEO may reallocate
amounts within and otherwise incur variances from the annually approved
Operating Budget so long as such reallocations are consistent with the
Managing Members' established policies and delegated authorities.
c. Funding of Projects
i. When seeking the Managing Members' authorization for any Project, the CEO
shall clearly indicate whether such Project was within the Annual Plans and, if
not, how it is to be funded.

12.

7. POLICIES GOVERNING REAL PROPERTY
The CEO is authorized to take all necessary actions in connection with agreements or
transactions for use of all real property owned by the Ports and managed by the
Alliance as designated herein. The Managing Members delegation of authority to the
CEO extends to all types of transactions and agreements including acquisitions,
divestitures, rental agreements, leases, operating agreements, easements,
franchises, permits, rights of entry and other user agreements as provided herein.
Except where otherwise provided in this Delegation of Authority Master Policy, all real
property transactions will be subject to an appropriate written agreement authorized
by the Managing Members and executed by the CEO.
a. General Provisions for Real Property and Non-Real Property Agreements
i. The CEO is delegated the authority to:
1. Enter into operating agreements, including vessel service agreements,
with a value up to and not exceeding $300,000 annually;
2. Enter into amendments to existing real property agreements previously
authorized by the Managing Members, valued up to and not exceeding
$300,000 annually;
3. Accept a bond or other rental security for real property agreements in
compliance with RCW 53.08.085 and Alliance policy. Other acceptable
rental security may be cash or cash equivalent such as Letter of Credit,
Lease Bond, or other prior approved rental security instruments in a form
approved by Alliance General Counsel.
4. Sign, on behalf of the Managing Members all harbor area and waterway
leases between the Alliance and other public entities that have been
authorized by the Managing Members.
b. Rental/Leasing Agreements
i. The CEO is authorized to approve month-to-month real property rental/ lease
agreements. These agreements shall require a minimum securitydeposit of
three months rental (plus leasehold tax amounts) to be posted in advance of
the occupancy, and to be held by the Alliance as a rental security for the full
duration of a month-to-month occupancy and to insure compliance with the
terms of the lease agreement. Adjustments or modifications which decrease
the minimum required rental deposit will require Managing Member
authorization.
ii. The CEO is authorized to approve real property rental/leasing agreements
with a term up to one year when the associated expenditures of the Alliance
are also less than $300,000. The intended use of rented/leased real property
must be expressly stated in writing.

13.

iii. Member authorization is required for real property rental/leasing agreements
with a term greater than one year. The intended use of rented/leased real
property must be expressly stated in writing.
iv. All rental/lease rates shall be based upon market rates established for the
specific use under consideration and the condition of such facility.
v. Summaries of new rental agreements shall be reported quarterly to the
Managing Members by the CEO.
vi. All real property rental/leasing agreements one year or greater shall require a
minimum security deposit equal to twelve months rent (including leasehold tax
amounts) to be posted in advance of occupancy, and held by the Alliance as
rental security for the full duration of the term occupancy and to insure
compliance with all terms and conditions of the lease agreement and in
accordance with RCW 53.08.085. Adjustments or modifications which
decrease the minimum required rental deposit will require Managing Members
authorization.
vii. Payment of Real Estate Commissions.
1. The CEO is authorized to retain licensed real estate brokers for the
purpose of marketing for lease of Alliance controlled properties.
2. Commissions may be paid to licensed real estate brokers that actually
initiate bona fide leases for the Alliance upon satisfactory proof being
submitted to the Alliance that the broker actually initiated and completed
the lease transaction for which they claim commission. In addition
thereto, the broker shall file with the Alliance within ten days from broker's
appointment as their client's agent for the purpose of aiding in the leasing
of the real property a statement under oath that the broker actually
initiated the bona fide transaction together with the name of the broker's
client and the date of their first contact with said client. Unless this
provision is strictly complied with, the Alliance will not pay a claimed
commission.
3. For properties the Alliance "exclusively lists" with brokers to lease, a
commission based on market rates that consider transactions of similar
size, but no more than five percent (5%) shall be paid of the net rental to
the Alliance for up to five (5) years of the approved lease agreement. For
approved leases initiated and completed by licensed brokers in
compliance with this Master Delegation Policy a maximum of up to three
percent (3%) commission shall be paid for properties not exclusively
listed for lease with a broker. Net rent shall mean rent net to the Alliance
with Lessee paying taxes, utilities, maintenance and insurance. Costs for
Alliance paid tenant improvements, utilities, and other services specific
to the lease will be subtracted from the net rent amount for calculations
of commissions paid.

14.

4. Commissions shall not be paid on leases involving existing tenants for
new leases, expansions, new space rentals, renewals or options
exercised or repayment to the Alliance for tenant improvements made by
the Alliance on behalf of the Tenant, payments made to the Alliance from
security deposits, or any escalation of the net rent.
5. Commissions shall be paid as the net rents are collected by the Alliance.
c. Alliance Grants of Covenants and Easements
i. Easements, Licenses, Access Permits or Other Rights of Entry
1. The CEO is authorized to sign easements and covenants up to one year
in duration where the impairment does not substantially interfere with the
Alliance's intended use or reasonably future intended use. "Substantially
interfere" shall mean when Fair Market value is not reduced more than
$300,000 in any one year. The form of any easement and or covenant
shall be approved by Alliance or Homeport legal counsel.
ii. Easements Port Owned Property
1. Easements and covenant agreements beyond one year shall require
respective Home Port Commission authorization. Routine utility
easements required to provide service to Port-owned real property shall
not require Managing Members or respective Homeport Commission
approvals.
d. Easements for the Alliance Use of the Property of Others
i. The CEO is authorized to enter into easements for the Alliance use of the real
property owned by others for agreements up to one year.
ii. Real property easements, excluding utility easements for Alliance use that are
greater than one year require the authorization of the Managing Members.
e. Agreements (Other than Easements) for the Alliance Use of Real Property
Owned by Others
i. The CEO is authorized to enter into agreements for the use of real property
owned by others if the term of the use is one year or less and the Alliance paid
cost for the use is less than $300,000 annually.

15.

8. POLICIES GOVERNING AUTHORIZATION FOR PROJECTS, CONTRACTING,
PROCUREMENT AND EMERGENCIES
a. Interlocal Agreements
i. The Managing Members' authorization is required for Interlocal Agreements
with other public agencies. Interlocal Agreements shall comply with the
requirements of RCW 39.34 except that the CEO is authorized to approve and
authorize all Interlocal Agreements (Service Agreements) between the
Alliance and the Homeport(s).
ii. The CEO is authorized to approve non-binding agreements with other
governmental agencies and non-governmental entities in situations where the
agreement does not create any financial obligation for the Alliance, any
binding contractual obligation, or impair any Alliance or Port-owned assets,
and have been reviewed by Alliance Legal Counsel.
b. Public Works Projects
i. Actions authorized by the Managing Members or delegated to the CEO by this
Delegation of Authority Master Policy may be executed either directly with
Alliance staff, by contract with vendors, or by agreement through either
Homeport subject to the requirements contained in this Delegation of Authority
Master Policy.
ii. Authorization for Preliminary Project Work. Preliminary work includes such
activities as review of project feasibility, development of Project definition,
design, geotechnical investigations, regulated material assessment,
environmental assessment, environmental permitting, or market analysis and
is inclusive of all costs related to the work. The CEO may authorize preliminary
work in-house or by contract without prior Managing Members approval, so
long as the cumulative cost for all such Project work does not exceed
$300,000.
iii. The CEO may authorize Projects where the estimated Project cost, inclusive
of all costs related to the work, does not exceed $300,000.
iv. For all Projects where the estimated total Project cost exceeds $300,000
Managing Members' authorization is required.
1. Presentations to the Alliance which request Managing Members'
authorizations will disclose Project spending previously authorized by the
CEO and spending previously authorized by the Managing Members.
2. Depending on the overall estimated Project costs and complexity the
CEO may request authorization at key stages in the Project (i.e., design,
execution of work, remediation, etc.).
3. Projects shall not be broken into units or accomplished in phases to avoid
Managing Members' authorization.
16.

4. Where personal, professional, or purchased goods and services are part
of a Project, authorization of expenditures will be managed as part of the
Project authorization and additional authorization is not required.
5. Public works contracts not part of a Project and not a part of Normal
Alliance Operating Expenses are subject to the same authorization
process as Projects.
v. Authorization for Alternative Public Works Contracting Procedures. Managing
Member authorization is required to perform public work under procedures
alternative to design-bid-build, as defined in RCW 39.10, for design-build and
general contractor/construction manager. For such contracts, staff will
propose for Managing Members' approval a sequence of authorization steps.
vi. IDIQ contracts for Public Works and job order contracts (authorized in RCW
39.10) may be approved by the CEO and all work falling under the IDIQ
contract is to be authorized per this Delegation of Authority Master Policy as a
Project subject to the limits set-forth.
vii. Project Changes. Projects that have been authorized by the Managing
Members and have a change in the scope, schedule or cost require the
following actions:
1. Managing Member's authorization will be required if a material scope
change occurs in the Project. For purposes of this event, material is
defined as any scope change with major financial, community or
business impacts, and is additionally defined as any scope change
(increase or decrease) that exceeds $300,000 or 20% of the contract
value, whichever is less.
2. The Managing Members will be notified if a Project schedule delay has
an anticipated financial impact on a customer or other affected
stakeholders.
3. Managing Members will be notified and authorization at the next available
public meeting is required as soon as it is determined that the project
cannot be completed for the previously authorized amount.
c. Non-Public Works Projects
i. The CEO may authorize spending only to the same limits as outlined above in
the Public Works Project section of this Master Delegation Policy.
ii. On-going environmental stewardship, monitoring, and compliance activities,
where the costs have been authorized as Normal Operating Expense through
the budgeting process do not require an independent Project authorization.
d. State and Federal Environmental Remediation Agreements
i. Environmental Remediation Liability Projects

17.

1. For environmental projects the CEO may authorize spending only to the
same limits as outlined above in the Public Works section of this
Delegation of Authority Master Policy.
2. For environmental projects with a total estimated cost that exceeds
$300,000. Staff will seek project-specific Managing Members
authorization as soon as the cost for an environmental project is
anticipated to exceed $300,000.
a. An estimate or range of estimated costs for the overall future
environmental remediation associated with the agreement and future
anticipated agreements will be reviewed at the time of the request for
authorization.
e. Project and Contract Reporting
i. The CEO shall report quarterly to the Managing Members for all projects
authorized by the Managing Members. The report shall include Project
schedule, current estimate, authorized amount, cost to date, summary of any
changes to scope, and any other significant developments with respect to the
Project. Selected environmental Projects that have moved into long-term (5
years plus) monitoring (or maintenance) programs shall be exempt from
Project reporting.
ii. The CEO shall report quarterly to the Managing Members all project and
contract authorizations equal to or greater than $50,000 authorized through
the delegated authority contained in this resolution. The report shall include
the type of authorization, a brief description of the authorization, the amount
of the authorization, and if a contract for goods, services or public works the
name of the vendor.
iii. At the Managing Members direction the CEO shall report on any project of a
sensitive or critical nature.
f. Professional Services Contracts
i. The CEO is authorized to approve and execute Professional Services
Contracts associated with normal Alliance operations and non-Project work
not associated with normal Alliance operations up to $300,000.
ii. Where professional service contracts are formally approved by the Managing
Members, increases in the approved contract amount may be approved and
executed by the CEO without prior Managing Members authorization for
cumulative amounts not to exceed $300,000 or 20% of the contract value,
whichever is less.
iii. IDIQ contracts for professional services may be approved and executed by
the CEO and all work falling under the IDIQ contract is to be authorized per
this Delegation of Authority Master Policy as a Project or contract subject to
the limits set-forth.
18.

g. Personal Services Contracts
i. The CEO is authorized to approve and execute personal services contracts
associated with normal Alliance operations and non-Project work not
associated with normal Alliance operations up to $300,000.
1. Where personal service contracts are formally approved by the Managing
Members, increases in the approved contract amount may be approved
by the CEO without prior approval of the Managing Members for
cumulative amounts not to exceed $300,000 or 20% of the contract value,
whichever is less. Substantial changes in contract scope or substantial
additions to the scope specified in the formal solicitation documents shall
be authorized by the Managing Members. The Managing Members shall
determine whether the scope change warrants the work to be awarded
as a new contract.
ii. When an amendment to a Personal Services Contracts, individually or
cumulatively will exceed 50% of the original amount, then the amendment
must be filed with the Managing Members and made available for public
inspection prior to the proposed starting date of services under the
amendments per RCW 53.19.060.
iii. All personal service contracts will be entered into pursuant to competitive
solicitation as required by law, except for:
1. Emergency contracts in compliance with section 8.k.i.below.
2. Sole source contracts; provided however, that sole source service
contracts, regardless of the amount, shall be filed with the Managing
Members for three days and made available to the public prior to starting
the work per RCW 53.19.040.
3. Any other specific contract or classes as exempted by RCW 53.19.070
as it now exists or may be in the future amended, and which currently
exempts the following:
a. Contracts specifying a fee of less than fifty thousand dollars;
b. Contracts awarded to companies that furnish a service where the
tariff is established by the utilities and transportation commission or
other public entity;
c. Intergovernmental agreements awarded to any governmental entity,
whether federal, state, or local and any department, division, or
subdivision thereof;
d. Contracts awarded for services to be performed for a standard fee,
when the standard fee is established by the contracting agency or
any other governmental entity and a like contract is available to all
qualified applicants;
19.

e. Contracts for services that are necessary to the conduct of
collaborative research if prior approval is granted by the funding
source;
f. Contracts for professional services which are entered into under
chapter 39.80 RCW; and
g. Contracts for the employment of expert witnesses for the purposes
of litigation or legal services to supplement the expertise of port
staff.
4. Other specific contracts or classes or groups of contracts exempted from
the competitive solicitation process by the Managing Members when the
Managing Members have determined that a competitive solicitation
process is not appropriate or cost effective per RCW 53.19.020.
h. Purchased Goods and Services
i. The CEO is authorized to approve purchased goods and services associated
with normal Alliance operations and for work not associated with Normal
Alliance operations up to $300,000.
ii. The CEO is authorized to approve sole source contracts; provided however,
that sole source contracts, regardless of the amount, shall be filed with the
Managing Members for three days and made available to the public prior to
starting the work
iii. Where the purchase is formally authorized by the Managing Members,
increases may be authorized by the CEO for cumulative amounts not to
exceed $300,000 or 20% of the contract value, whichever is less.
i. Contracting Authority for Entering Agreements with Utilities and Annual
Software Fees and Licenses
i. The CEO is authorized to enter into contracts with utility providers in order to
establish connections, conduct repair or maintenance and to purchase utility
services as needed.
ii. The CEO is authorized to enter into contracts with providers for annual
software fees and licenses as needed.
j. Authorization for Emergency Work
i. When any Emergency requires immediate response, the CEO is authorized to
make a finding of the existence of such Emergency and commit Alliance
resources, waive competition and execute contracts necessary to respond to
the existing Emergency in accordance with RCW 39.04.020 and 39.04.280.
ii. The Managing Members shall be notified within 24 hours of the declaration
and of the execution of any contracts.

20.

iii. A request for the Managing Members to ratify any contracts executed during
an Emergency shall be presented at the next scheduled public meeting
following the award of the contract.
iv. The CEO shall comply with any legal requirements related to any contracts or
agreements issued under the declaration of the Emergency.
9. POLICIES GOVERNING FINANCIAL ACTIVITIES
The CEO is authorized to oversee the financial matters for the Alliance in accordance
with applicable laws and subject to Managing Members' delegations in this section.
a. Management of Alliance Funds
i. The Alliance Treasurer, who must be appointed by the Managing Members
per RCW 53.36.010, may designate one or more Deputy Treasurer(s) without
Managing Members' action. The Treasurer is accountable for all financial
transactions executed by Deputy Treasurer(s).
ii. The Alliance Treasurer and Deputy Treasurer(s) are authorized to oversee the
investment of Alliance funds in accordance with applicable law relating to the
type of investments authorized per RCW 39.59, RCW 43.84.080, and
referenced RCW's within, including sale of such investments and necessary
inter-fund transfers.
iii. The Alliance Treasurer is authorized to oversee the management of the
Alliance's cash reserves. Minimum cash reserve has been established as six
months direct operating expenses and any reserves required by agreements.
b. Alliance Expenditures for Travel, Hosting, and Memberships
i. Travel Expenditures for Employees and Other Authorized Representatives of
the Alliance.
1. Pursuant to RCW 53.08.176, the CEO is authorized to establish Alliance
policies and procedures to regulate and audit travel expense and
reimbursement.
2. The CEO is authorized to approve travel and other reimbursable
expenses, excluding Managing Members, incurred on behalf of the
Alliance.
3. Managing Member international travel, when representing the Alliance,
requires prior authorization the Managing Members.
4. The Alliance's Auditor will be responsible for ensuring the full compliance
with applicable statutes, regulations and Alliance policies and procedures
governing expense reimbursement by employees, Managing Members
and representatives of the Alliance.
ii. Expenditures for Trade Promotion and Promotional Hosting
21.

1. The CEO will report proposed expenditures covering trade promotion and
promotional hosting as provided in RCW 53.36.120 to Managing
Members as part of the annual budget adoption. Expenditures proposed
for promotional hosting shall be limited as provided in RCW 53.36.130.
2. Alliance officials and agents holding positions responsible for trade
promotion are authorized to make expenditures for promotional hosting
of all appropriate Alliance activities subject to all of the provisions of this
master delegation policy. Managing Member hosting, for Alliance related
trade promotions, requires prior authorization by the Managing Members.
iii. The CEO is authorized to approve membership in port authority, economic
development, regional trade, tourism, industrial associations, facility, trade
promotions organizations, and professional organizations up to $10,000 per
organization or individual membership. Managing Members' authorization is
required for membership greater than $10,000. Memberships greater than
$10,000 shall be included in Normal Operating Expense as part of the annual
budget process.
c. Managing Uncollectable Accounts
i. The CEO is authorized to establish policies and procedures for the write off of
any uncollectible accounts.
ii. Prior to writing off any account receivable the CEO shall be satisfied that every
reasonable effort has been made by the Alliance to accomplish the collection
of the account.
iii. If appropriate, the CEO shall authorize the Alliance's attorney to bring action
in courts of law or, if more appropriate in the case of small amounts, to assign
the same to collection agencies for the purpose of attempting to finally collect
such accounts.
iv. If after attempting all normal account collection procedures the account is still
uncollectible after 180 days or more, the CEO is delegated the authority to
provide for the writing off of such account.
v. Any account in excess of $50,000 which is deemed to be uncollectible shall
be reported to the Managing Members.
d. Acceptance of Grant Funding
i. The CEO is authorized to approve the Alliance's application for grant funds.
ii. The CEO is authorized to accept grants where the grant award obligates the
Port to provide a cash match of no more than $150,000.
iii. In cases where the grant award obligates or has the potential to obligate the
Alliance to provide a cash match equal to or greater than $150,000, Managing
Members' authorization is required prior to grant acceptance.

22.

iv. The CEO is authorized to accept and manage any grant funding that is
secured for projects that have previously been authorized by the Managing
Members.
e. Insurance Programs
i. The CEO shall be authorized to work with the Alliance's designated insurance
broker(s) to negotiate and obtain appropriate policies of insurance to manage
the Alliance's property and casualtyrisks, provide employee benefits, and
other coverage appropriately included within a comprehensive insurance
program. All related contracts shall be authorized consistent with the
delegations included in this resolution.
f. Sale of Personal Property
i. The CEO is authorized, pursuant to the RCW 53.08.090, to sell and convey
surplus personal property of the Alliance subject to the following conditions:
1. When the net book value of such personal property does not exceed
$18,102 (adjusted annually), the CEO will itemize the property to be sold
and will certify that such property is no longer needed for Alliance
purposes.
2. Managing Members approval is required when the net book value of such
personal property exceeds eighteen thousand one hundred two dollars
($18,102). The CEO will itemize the property to be sold and will certify
that such property is no longer needed for Alliance purposes and seek
Managing Members' authorization.
3. Personal property can be disposed of through competitive bids by
publicly advertising the sale, contract for a licensed auctioneer to publicly
auction property, or consign property to a licensed auction or
consignment service for public sale.
4. No large block or lot of personal property having a net book value in
excess of eighteen thousand one hundred two dollars ($18,102) will be
broken into components of lesser value. These items can be sold
individually by public competitive bid after Managing Members'
authorization is obtained.
5. The sale of surplus personal property to Alliance or Homeport officials or
employees will be restricted to public auctions, or consignment for bid,
where the process is managed by a third party vendor and all interested
parties have equal opportunity in the bidding process.
g. Payment of Statutory Expenditures
i. The CEO is authorized to approve statutory expenditures incurred during
normal business operations. Types of expenditures include, but are not limited
to, excise, payroll and leasehold taxes, and State Auditor's audit(s).
23.

10. LEGAL SERVICES, CLAIMS AND OTHER REPRESENTATION
a. Litigation Policy and Procedures
i. The CEO shall be responsible for the Alliance policies and procedures
necessary to oversee all legal services and litigation, in which the Alliance 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
Alliance which may reasonably lead to or has been filed in any court of general
jurisdiction, be it state or federal, or any quasi-judicial or administrative forum.
b. Retaining Independent Counsel/Experts/Investigators
i. The CEO may engage legal representation for the Alliance and such experts,
investigators and/or independent counsel as may be necessary to the orderly
preparation of potential and/or actual litigation in which the Alliance has a
direct or indirect interest, without limitations otherwise prescribed in section 8
(Personal Services) of this Delegation of Authority Master Policy.
c. Settlement of Claims
i. The CEO is delegated to oversee Alliance policies and procedures for
adjusting the final settlement of all claims either against or on behalf of the
Alliance.
ii. Any claim arising from normal Alliance operations and not exceeding $150,000
for a single claim may be adjusted and settled by the CEO.
iii. The Alliances' attorney shall be consulted prior to settlement of any claim in
excess of $50,000.
iv. Claims exceeding $50,000 shall be reported to the Managing Members upon
receipt.
v. Nothing herein contained shall preclude administrative approval of settlements
made by the Alliances' insurers of claims by or against the Alliance, where
such settlement is payable by such insurer.
11. ISSUANCE OF TARIFFS
The CEO is authorized to request the Homeports to issue tariffs and tariff
amendments as necessary, provided the Managing Members will be provided
notice of adjustments prior to implementation.
12. POLICIES AND PROCEDURES
The CEO is authorized to adopt any administrative policies and procedures
necessary to implement the delegations contained in this Resolution.

24.

13. ACTIONS PREVIOUSLY APPROVED BY THE COMMISSIONERS AND
EXECUTIVES OF THE PORTS OF TACOMA AND SEATTLE
Actions related to property controlled by the Alliance or Alliance business that were
previously approved by either Homeport and their respective Executives acting
under the authority of the Port of Seattle's Resolution No. 3605, as amended, and
the Port of Tacoma's Resolution 2014-05, or earlier versions of these resolutions,
are exempt from the provisions of this Resolution and may be completed in
accordance with the Resolutions and delegations that were in place when the
actions were approved. Future actions on these previously authorized items will be
completed in accordance with this resolution.
14. NON-DISCRIMINATION AND EQUAL OPPORTUNITY
It is the basic policy of the Alliance to provide equal opportunity to the users of all
Alliance services and facilities and all contracting entities. Specifically, the Alliance
will not tolerate discrimination against persons on grounds of age, race, color,
national origin/ancestry, ethnicity, religion, disability, Family Medical Leave Act use,
pregnancy, sex/gender, sexual orientation, whistleblower status, marital status,
workers' compensation use, transgender status, political beliefs, or any other
protected status, as guaranteed by local, state and federal laws. The equal
opportunity principles described in this policy shall apply to the Alliances'
employees, customers, consultants, contractors, and vendors to the extent possible
and as required by law. This policy is to be implemented by the CEO as specifically
set forth in Alliance policies, equal employment opportunity and small business,
women, minority and disadvantaged business participation in Alliance contracts.

25.

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