Item NO:      6a Exhibit A 
DRAFT                            DATE OF MEETING: April 14, 2015 
Port of Seattle Commission Delegation of Responsibility and Authority to the CEO 
Preamble 
The Port of Seattle's 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
in late 2012, 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 is updating the
current Master Delegation of Authority to pursue 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 new General Delegation, the Commission subsequently and hereby vests authority with the Chief
Executive Officer ("CEO") and delineates Commission and CEO responsibilities. It sets expectations and
lays the basis for the respective efforts of the Commission and CEO 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 CEO: 
1.  The Commission governs the Port, directs all inter-governmental policy functions, and
oversees the CEO. 
2.  Together, the Commission and CEO  develop the Port's overall vision,  strategies,
objectives, Policy Directives, long-range plans, major programs and budgets. 
3.  The CEO executes the long-range plans and major programs, oversees all enterprises
and supporting functions, and advises the Commission. 
B.  Provide Transparency and Accountability: This General Delegation specifically calls 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. 

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DRAFT 
C.  Pursue the Century Agenda: This General Delegation emphasizes long-range plans as the means
of pursuing the Century Agenda strategies and objectives. It utilizes the long-range plan
approval and update processes to align the Commission and the CEO. Long-range plans identify
what work needs to be done to pursue strategies and achieve objectives. These describe the 1)
strategy and objective(s) being pursued; 2) work plan, resources, and timeline; 3) metrics that
monitor progress; and 4) reporting frequency to the Commission. Long-range plans are
developed around strategies and objectives, not operating divisions and budgeting periods. 
D.  Empower for Concerted Action: Clear responsibilities and authorities will enable the
Commission and CEO 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 CEO. 
4.  Conduct the annual performance review of the CEO and provide input to the CEO regarding
the performance of those employees that report directly to the CEO. 
5.  Consider all matters in conflict with adopted Policy Directives. 
6.  Set the port district's annual property tax levy.
7.  Oversee the internal audit function. Consider and authorize any Port borrowed debt, as
required by law. 
8.  Reserve to itself all authority not herein expressly delegated. 
B.  Guiding the Port of Seattle and together with the CEO, the Commission shall: 
1.  Develop, adopt, and refine the vision, strategies, and objectives of the Port. 
2.  Develop, adopt, and amend Policy Directives. 
3.  Direct the Port's advocacy regarding public policies, legislation, and regulation. 
4.  Consider, approve, and refine long-range plans.
5.  Consider and authorize new enterprises and initiatives. 
6.  Consider, authorize, and modify major programs and projects. 
7.  Consider and approve the settlement of any legal claim except as delegated to the CEO, as
defined under the relevant Policy Directive. 
8.  Consider and adopt annual operating and capital budgets. 
9.  Consider and adopt annual salary and benefit resolutions. 
10. Consider and approve collective bargaining agreements. 
11. Consider and authorize Interlocal Agreements except as delegated to the CEO, as defined
under the relevant Policy Directive. 
12. Consider and authorize the acquisition and sale of real property and other capital assets. 
13. Consider and establish industrial development districts and utilities. 
14. Consider and approve assignment of defense counsel for any employee accused of fraud or
criminality. 

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DRAFT 

C.  Serving the Port of Seattle and the Commission, the CEO shall: 
1.  Prepare the Port's long-range plans and plan updates. 
2.  Evaluate promising new enterprises and initiatives; prepare proposals as warranted. 
3.  Develop major programs and projects and updates to major programs and 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, in keeping with relevant Policy Directives. 
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 CEO 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 long-range 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 inter-local agreements, and execute where authorized. 
8.  Administer the payment of short-term liabilities and other expenses. 
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 continuous process improvement
programs, including metrics that shape and measure progress on strategies, objectives,
long-range plans, and major programs. 
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. Apply for permits associated with facilities and projects. 
14. Carry out additional responsibilities as may be further delegated. 
15. Determine, sell and convey Port personal property in accordance with the limits set by law. 
16. Provide resources for the preparation for and management of Port borrowed debt. 


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