PORT OF SEATTLE
MEMORANDUM
COMMISSION AGENDA
Item No.
5f
Date of Meeting
August 11, 2009
DATE: July 31, 2009
TO: Tay Yoshitani, Chief Executive Officer
FROM: Craig Watson, General Counsel
Tom Tanaka, Senior Port Counsel
SUBJECT: Delegation of Authority – Attorney-Client Privilege
ACTION REQUESTED
Request for Commission to delegate authority to the Chief Executive Officer to handle requests
for privileged documents by the State Auditor as part of the current performance and
accountability audits.
BACKGROUND
The State Auditor’s Office (“SAO”) is currently undertaking scheduled performance and
accountability audits of the Port. Within the Port’s files are documents that are attorney-client
communications and therefore subject to the attorney-client privilege. The Port believes that
these documents would not be available for review by anyone outside the Port, including the
SAO. The Port and SAO have signed a confidentiality agreement that describes how the parties
will deal with privileged documents. Under the agreement, the SAO may request to see
privileged documents and the Port will consider whether or not to make them available to the
SAO.
The Port Commission ultimately controls how privileged documents are handled. In order to
provide an efficient and effective mechanism to handle SAO requests, staff believes the
Commission should delegate the authority to the CEO to make discretionary decisions as the
requests arise. The CEO would report regularly to the Commission on the status of these
disclosure issues or sooner if an urgent matter arises.
