AGENDA Board of Directors Meeting

Fort Worden Public Development Authority Wednesday, March 29, 2018 | 8:30 a.m. – 9:00 a.m.

Commons C (Building 210), Fort Worden

Regular Board Meeting:

I. Call to Order

II. Changes to the Agenda

III. Correspondence Fort Worden Partners Report

IV. Consent AgendaA. Review and Approval of Executive Committee Minutes, February 20, 2018 B. Review and Approval of Board Meeting Minutes, February 28, 2018

Action: Motion to Approve February 20, 2018 Executive Committee Minutes Action: Motion to Approve February 28, 2018 Board Meeting Minutes

V. Review and Discussion of February Financials A. Staff Report B. Board Discussion

VI. Kitsap Bond FinancingA. Staff Report B. Board Discussion

Action: Resolution 18-03 to enter into bond financing with Kitsap Bank for energy efficiency improvements

VII. Public Comment

VIII. Next Meetings Executive Committee Meeting April 17, 2018 Board of Directors Meeting, April 25, 2018

IX. Adjourn

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Partners’ Report to PDA Board March 2018

Centrum

Centrum is in a quiet period of planning and preparation for programs beginning in

March. Our youth programs, Explorations and Water World are again at capacity

enrollment. The ukulele workshop has been sold-out for months, choro is at capacity

enrollment and our upcoming Chamber Music performance (A Baroque Feast) will be

sold-out on March 4; we have less than 50 seats left and The Leader will be running a

feature on this event in the next week or two.

Centrum is sponsoring its first-ever Centrum Salon on Tour to Los Angeles in March. We

have a group of fifteen travelling to LA for a total-immersion arts experience with

behind-the-scenes tours at The Getty Center, The Broad, Walt Disney Concert Hall, The

Wallis Annenberg Center for the Performing Arts, USC Thornton School of Music and

more. This is a donor affinity event aimed at learning more about best practices in the

arts in LA and connecting elements of their arts scene with the programs and faculty at

Centrum.

Friends of Fort Worden State Park

The “Sundays in the Park” series of natural history walks will begin with a walk led by

local Landscape Designer and Horticulturalist, Matt Berberich. The walk will be held on

Sunday, March 25 at 2:00 PM. For more information or to register

email nhc@fwfriends.org.

Four new bike racks are being installed on Artillery Hill at Battery Tolles and Memory’s

Vault. Twelve more bike racks have been purchased and plans are being made to install

them on various locations on campus.

The Trail Team had a successful “weed pull” on Saturday March 10th in the Chinese

Gardens area. Twenty five volunteers meet at the North Beach parking lot at 9:30 and

worked for three hours removing invasive Scotch Broom.

This month the Friends is celebrating 25 years of service to Fort Worden State Park and

to the Port Townsend community.

Friday, April 20 is our Annual Meeting and Anniversary Celebration. Our featured

speaker this year is Brian Cladoosby (Swinomish Indian Tribal Community Chairman)

who will speak about “Where the Waters Converge: How Historic Gathering Places

Shaped Tribal Traditions”. The event is from 5:00 pm to 8:00 pm. in the Fort Worden

Commons, Company B. Appetizers, no-host bar and a silent auction. Free for members;

$5 for nonmembers

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Goddard

Goddard College concluded the MFA in Creative Writing residency on February 24th.

Students, faculty and guests were "in residence" at Fort Worden for ten days enjoying

the comfortable housing, great meals and meeting spaces, which were temporarily

transformed into a College campus, complete with computer lab, faculty offices, student

lounge and student service offices.

We wish to thank the PDA staff for their professional and considerate support of

Goddard's community of life long learners. This is the College's 12th year of offering

MFA programs at Fort Worden and we appreciate the ongoing improvements the PDA

has made in guest services, sales and Partner support.

Madrona MindBody

Madrona initiated a bold start to the new year in January. Our collaboration with other

partners continues to shine. Mike at the Port Townsend School of Woodworking as well

as Grey Wolf Ranch - initiated weekly classes for their students. The Woodworking

School has stated that Madrona's yoga class rated in the top three of what worked for

their three-month program. Renee Klein's New Year's Yoga Retreat (residential - Jan 5-

7th) filled to capacity with 30 participants. We hosted another residential program

Europe's renown facilitator Ya'Acov Dharling Khan of the Movement Medicine School

for a five-day residential program - January 30-February 4th.

New classes and upcoming events at Madrona MindBody:

New Pilates Mat class starting Thursday mornings at 10:45am with Jen Freeman. Starts

March 1 https://madronamindbody.com/yoga/

New Conscious Dance Evening: Thursday Dance Lab - Thursdays at 7pm rotating

facilitators: https://madronamindbody.com/thursday-dance-lab

March 17: YOGA INTENSIVE: Hip Opener Awareness 1:00-3:30

https://madronamindbody.com/new-events/2018/3/17/hip-opener-awareness

Starting March 20: YOGA FUNDAMENTALS SERIES with Shayann Hoffer

https://madronamindbody.com/new-events/2018/3/20/yoga-fundamentals-with-

shayann-hoffer

Starting March 20: TRANSFORMATION: Shamanic & Yogic Practices ~ Spring Series

"Vision & Voice" 9 week series https://madronamindbody.com/new-events/spring18

March 23 & 24: BREEMA: The Art of Being Present- FREE Friday night intro, All day

Saturday workshop https://madronamindbody.com/new-events/2018/3/24/breema

Peninsula College

Winter quarter will complete on March 19th with spring quarter classes to begin on April

2nd.

Advising and Registration for spring quarter will continue until the Friday prior to the

start of the quarter.

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Peninsula College partnered with Western Washington University to offer one of their

free lectures. On March 1st Peninsula College hosted the WWU lecture “The Climate

Change Reality Project: Hope for the Future.” More lecture dates nearby can be found

on the WWU Extended Education website: https://ee.wwu.edu/wls

Wes Cecil's popular & free lecture series continues. The first lecture was on September

21st at 6:00pm in the Commons. Once again sponsored by Peninsula College

Foundation, Peninsula College and Fort Worden. The subject is Philosophy: The

Ancients. There are three more lectures for this year: Mar 15, 2018 – Aristotle; April 19,

2018 Vyasa; May 24, 2018 -Conclusion

Port Townsend Marine Science Center

The Port Townsend Marine Science Center is offering admission by donation to the

Natural History Exhibit through March 25, 2018 as a test period.

Marine Science Center hosted over fifty policy and research leaders at the Sound Citizen

Science Summit a report will be issued in February.

Port Townsend School of the Arts

New classes and events at PT School of the Arts:

CLASS: Multimedia Art Journals with Kelly Drake WEDNESDAYS, FEBRUARY 28-MARCH

28, 9:30 AM-NOON https://ptschoolofthearts.org/classes/multimedia-art-journals-with-

kelly-drake-february-28-march-28

WORKSHOP: Collage Studies with Cheri Kopp, March 3 SATURDAY, MARCH 3, 9 AM-4

PM https://ptschoolofthearts.org/classes/collage-studies-with-cheri-kopp-november-

735mz

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Featured Speaker: Brian Cladoosby—Swinomish Indian Tribal Community Chairman Topic: Where the Waters Converge: How Historic Gathering Places Shaped Tribal Traditions

Brian Cladoosby is one of the most senior tribal political leaders in Washington State and the Pacific Northwest. He has been president of both the National Congress of American Indians and the Association of Washington Tribes. He is Co -Speaker of the Coast Salish Gathering, which comprises British Columbia First Nations and Western Washington Tribes. Mr. Cladoosby ’s hour-long talk, from 6:30 to 7:30, will provide a better understanding of how historic gathering places, such as areas around Fort Worden State Park and Admiralty Inlet, shaped tribal traditions and continue to play a role in tribal goals and policies.

ANN UAL ME ETIN G AN D PART Y

April 20, 2018

5:00 to 8:00 p.m.

Company B, Fort Worden Commons

Fort Worden State Park

Appetizers, no-host bar, silent auction

Free for members; $5 for nonmembers

Our mission: To support the preservation and enhancement of Fort Worden State Park as a recreational, historical, educational and natural resource.

Generous support for this event was provided by Windermere Real Estate Port Townsend

Friends of Fort Worden State Park ● membership@fwfriends.org ● www.fwfriends.org

The Friends of Fort Worden State Park

are celebrating - and everyone is invited!

ANNUAL MEETING AND 25TH ANNIVERSARY PARTY

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Minutes

Executive Committee Meeting

Fort Worden Public Development Authority (FWPDA)

Commons Building 210, Room A, Fort Worden

Tuesday, February 20, 2018 | 9 a.m. to 11 a.m.

Motions:

1. Executive Committee minutes from January 16, 2018 Unanimously APPROVED

2. Authorize Chief Financial Officer to increase First Federal Credit Line and negotiate

final terms. Unanimously APPROVED

Regular Executive Committee Meeting:

I. Call to Order: 9:00 a.m.

II. Roll Call

Committee Members: Jeff Jackson (by phone), Gee Heckscher, Norm Tonina, Jane

Kilburn

Immediate Past President: Cindy Finnie

Board Members: Bill Brown

Staff: Dave Robison, Diane Moody, Karolina Anderson

Public: David Goldman

III. DRAFT February Board Meeting Agenda

The Committee reviewed the February board meeting agenda. There will be no partner presenter and a Makers Square update will be added under staff report.

IV. Review and approval of Executive Committee Minutes

The Committee reviewed the January meeting minutes.

Motion: Motion to approve the Executive Committee minutes from January 16, 2018 Unanimously APPROVED

V. Review Cash Flow Report

Diane Moody reviewed the January cash flow report. January revenues surpassed projections and the FWPDA plans on drawing $50,000 from the First Federal credit line

as opposed to the projected draw of $150,000. The committee discussed partner accounts

receivables.

VI. First Federal Credit Line Increase

Moody presented and the Committee discussed proposed terms and conditions of a First Federal credit line increase from $250,000 to $300,000. The Committee discussed loan

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terms and a variable versus fixed interest rate - Moody will work to negotiate a minimum

to maximum variable interest rate. The Committee discussed closing costs.

MOTION: Authorize Chief Financial Officer negotiate terms and finalize a credit line

increase with First Federal. Unanimously APPROVED

*Note: The Board of Directors previously voted to authorize the Executive Committee to

approve the terms and conditions of the First Federal credit line increase.

VII. Master Lease Amendments

Robison reported that master lease amendments with Washington State Parks will likely

be signed by the end of the month.

Robison stated that he is in negotiation with State Parks about Lease Amendment 3,

which may include the following amendments: the lease area for glamping, the proposed

KPTZ radio tower, building 409 for potential new partner organizations, transfer of

building 365 and the mower shop (building 297).

VIII. Employee Handbook Review & Next Steps

Moody thanked board members for reviewing the handbook and providing feedback,

edits and recommendations. Moody stated that the handbook will be revised into a

document that is easier to read. Tonina recommended waiting to finalize revisions until

after the board retreat.

IX. Board & Staff Discussion

a. Glamping: The Committee discussed the timing of the glamping project.

b. Legislative Update: Robison stated that the legislative budget allocated

additional funding to Fort Worden including funding for the Marine Science

Center pier.

c. Events: The Committee discussed event processes, planning, promotion,

production services, and equipment for events.

d. New Partners: The Committee discussed whether to hold off on bringing any

new partners to the Fort before Makers Square goes out to bid. The Committee

decided to discuss partner criteria and integrated qualifications at the Board

Retreat - outcomes will inform a new partner RFP and selection process.

e. Makers Square Timeline: Heckscher presented the Makers Square Project

Timeline and Tracking System. Heckscher made a case for hiring a Capital

Projects Manager who could take on management of all Capital Projects currently

underway or at least a Project Manager for Makers Square. Members of the

Committee commended Heckscher for his comprehensive timeline and project

tracking system and agreed with the recommendation of hiring a Capital Projects

Manager to ensure that the projects stay on track, on budget and on time. The

Committee discussed details of the timeline and discussed a fundraising timeline.

Heckscher stated that the project budget is conservative and includes budgeting

for contingencies, and cautioned that as in all capital projects of this scope, the

site work is the biggest risk. Bill Brown stated that Heckscher has created

milestone dates that will help ensure that the project is on track. Cindy Finnie

recommended a timeline for fundraising and the Committee discussed fundraising

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strategies. The Committee discussed potential options to the plan, including

scaling back on the landscaping plan and bringing buildings 308 and 324 only to

design in the initial phase of Makers Square.

f. State and National Legislature: Staff and the Committee discussed building

support for Makers Square in the state legislature and potential impacts of

national policy-making.

g. Lifelong Learning Center Mission: Tonina and Robison stated that the last three

years have proven that Fort Worden can operate while maintaining financial

viability and that it is time to fulfill the FWPDA mission by working to become

even more of a national destination for Lifelong Learning.

X. Board Retreat Agenda

a. Day 1:

Who we are and what we do – onboarding for Board Members

Tours of the property, what our product is, who our partners are

b. Day 2:

Three Year Strategic Direction: Robison and Moody will present a

proposed three-year strategic direction and steps to get there.

Partners: How we classify and work with our partners, where our

programmatic gaps are, and process for new partner recruitment.

Focus on the Mission of Lifelong Learning Center.

Robison stated that he and Tonina will be reviewing a draft agenda this week and Tonina

stated that Peter West will facilitate the retreat. Robison stated that the board will receive

the materials in advance of the board retreat.

XI. Public Comment

David Goldman stated that Makers Square is a great opportunity for Fort Worden and the

greater Port Townsend community.

XII. Adjourned: 11:00 a.m.

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DRAFT MINUTES Board of Directors Meeting

Fort Worden Public Development Authority (FWPDA) Wednesday, February 28, 2018 | 9 a.m. – 12 p.m.

Commons B (Building 210), Fort Worden

ACTIONS: APPROVED Board Meeting Minutes from January 24, 2018 APPROVED Resolution 18-02 to authorize Board Treasurer and Executive Director to execute

bond financing agreement with Kitsap Bank

Regular Board Meeting:

I. Call to Order:9:03 a.m.

II. Roll Call & Staff IntroductionsBoard Members: Todd Hutton, Bill Brown, Harold Andersen, Jane Kilburn, Gee Heckscher, Cindy Finnie,Norm Tonina, Jeff Jackson (by phone), Lela Hilton, Herb Cook

Staff: Dave Robison, Diane Moody, Karolina Anderson

Public: Daniele Costello, Krista Hathaway, Jeanie Cardon, Jon Schorr, Erin Jonsson, Cody Griffith, KenPorter, Julie Brown, Rachel Mills, Rachel Lindsey Barbieto, Lisa Werner

Cody Griffith introduced the Sales Team: Erin Jonsson, Rachel Mills, Rachel Lindsey Barbieto and JulieBrown

III. CorrespondenceNorm Tonina referred to the Partners Report and stated that he continues to be impressed by the work that Friendsof Fort Worden are doing.

IV. Changes to the AgendaThe order of the agenda changed but the agenda items remained the same.

V. Consent Agenda Review and approval of Board Meeting Minutes, January 24, 2018Action: Motion to approve Board MeetingMinutes from January 24, 2018UnanimouslyAPPROVED

VI. Review and Discussion of January FinancialsA. Staff ReportMoody reviewed the financial report memo (see packet) and commended Ken Porter & Cody Griffith oncontinued revenue increases in leisure and group sales.

B. Board DiscussionNorm Tonina thanked Moody for including financial memos in the board packet. Robison noted that itwas only four years ago that the FWPDA took over management of food & beverage services at the Fort(from Bon Apetit - a national franchise).Tonina commended Kristan and staff for their tenacity.

Todd Hutton asked about seasonal revenue flows and when the Fort will start running “in the black” and Moody reported that the Fort usually starts running in the black in May.

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VII. Kitsap Bond FinancingA. Staff Report

Moody reviewed and discussed the terms and conditions of the proposed bond financing with KitsapBank.

B. Board DiscussionNone

Action: Move to adopt Resolution 18-02 to authorize Board Treasurer and Executive Director to execute a bond financing agreement with Kitsap Bank. Unanimously APPROVED

VIII. Market Focus: Sales PresentationA. Staff Report–Video & PowerPointCody Griffith discussed various 2018 sales and marketing strategies (see PowerPoint on the Fort Wordenwebsite) including: bringing on a marketing consultant, website improvement, in room collateral, creatingthe right sales tool kit and telling the Fort Worden story.

Cody Griffith introduced Erin Jonsson, partner services manager and liaison between partners and PDA. Jonsson stated that her roles include marketing and communication, special projects, social media and partner services.Her tasks include: building and designing marketing collateral, helping define partner classifications, and supporting collaborative initiatives with partner organizations (i.e.Fortopia, Fall Break Program).

Griffith stated that the sales team has been engaging in team building events at Lifelong Learning Center partner organizations including: Madrona Mind Body Institute, Port Townsend School of the Arts and Copper Canyon. The goal is for the sales team to familiarize themselves with partner organizations.

Griffith introduced Julie Brown, wedding coordinator and Sales Manager. Brown presented an update on wedding revenues noting that lodging and food revenues from weddings have doubled since last year. Brown stated that she is collaborating with Seattle-based Weddings Across the Sound to promote Fort Worden as a venue. Brown is also expanding into reunions and working on new packages to offer guests.

Griffith introduced Rachel Barbieto and Rachel Mills, Sales Managers specializing in group sales.Barbieto and Mills presented information and data pertaining to groups.There has been an increase in bookings for Memorial Groups.

Griffith stated that the sales department is restructuring for success, planningahead and prioritizing educating & coordinating with touch point staff (i.e. front desk, food & beverage).

B. Board DiscussionBoard and staff discussed the promotional video about Fort Worden produced byChampion Videoandnarrated by Joseph Bedarnik (Copper Canyon Press co-publisher).

Todd Hutton suggested another shorter video that highlights outdoor recreation opportunities at the Fort. Tonina appreciatively acknowledged the progress made by the sales team, noting their collaborative way of working together and drew a comparison to the basketball team motto/theme: “better together.”

Tonina commended the sales team for their efforts and Cody Griffith on engaging more actively with the Fort Worden Partners.

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Hutton asked how Fort Worden can link from the State Parks website. Moody stated that efforts are underway to improve that system.Moody stated that there is a budget for a complete overhaul to the website in 2018. Gee Heckscher stated that the level of dedication and sophistication of the sales group is impressive.

IX. Glamping Update

A. PowerPoint Presentation by Becca Hanson Hanson discussed the glamping design workshop with staff and stated that it was highly collaborative and that participants were very engaged. Hanson talked about other glamping projects she’s been involved in and discussed comparable sites. Hanson stated that the glamping design workshop focused on validating prior assumptions, defining operational expectations, tent location/groupings(including accessibility) and supporting structures. Hanson presented the preliminary site plan. The plan proposes leaving the existing vegetation and accessing the sites with carts and an onsite concierge to ensure guest centricity and security. (See PowerPoint on FWPDA website) Robison clarified that master lease amendments are in progress to extend the FWPDA lease area to include the proposed upper glamping sites. Sammons discussed sewer and water infrastructure includingthe benefits of units without restrooms versus units with restrooms stating that sewer and water lines are already in place and likely need minimal work to extend to individual sites. Robison stated that the demand for glamping sites with bathrooms in Lakedale far outstretched demand for units without bathrooms. Robison noted that people from all departments participated which informed the quality of the design.

____ B. Board Discussion Lela Hilton asked whether it would be possible to have tents with peaks – which would be more historically accurate. Herb Cook explored how the decision to plumb every unit would affect seasonality and revenue – stating that plumbed units could potentially increase demand during the offseason.Jane Kilburn commended Becca Hanson and participating staff on the design process.Robison stated that Becca Hanson did this initial design pro bono, and thanked her for her efforts. Tonina stated that Cave B in Eastern Washington has 40 yurts and that they did a great job integrating food and beverage services (including wine service).Lela Hilton recommended a retreat to a glamping site. Todd Hutton sparked a discussion about the budget and Robison stated that a key question that will impact the budget will be if State Parks can fund all or a portion of the sewer/water project. The plan is to start glamping construction by fall 2018 and complete the project by spring of 2019.

X. Staff Report A. Washington State Budget Update

Robison reported that the Legislature is still in session and reviewed the capital budget allocations and supplemental capital budget (which is pending). Robison is scheduling a meeting with State Parks in Olympia in conjunction with the Marine Science Center (MSC) in regard to the MSC Pier Renovation

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project. Robison and Sammons will also be meeting with State Parks regarding glamping, water/sewage upgrades and project coordination. Robison noted that the Capital Budget includes a pending supplemental budget – addressing cost escalation due to the delay of the budget passage.

B. Makers Square Update

Gee Heckscher presented the Makers Square project timeline and discussed value engineering. Heckscher stated that the project is currently on track but a project manager needs to be hired to track and manage the project. Robison discussed the updated budget for Makers Square, KPTZ design changes and the LEED certification process.

C. Property Management System

Moody discussed the Property Management System selection process stating that after reviewing various systems theMaestro Property Management System has been selected and that she is reviewing a quote. Once approved, there will be a 12-week process to bring it online. Moody is assembling an implementation team.

D. Food & Beverage Themes and Trends

Kristan McCary (FWPDA Food & Beverage Director) presented a PowerPoint about what she and Kass Swindler (FWPDA Kitchen Manager) learned at aFood & Beverage Conference that they recently attended (see PowerPoint on FWPDA website). McCary discussed the goal of becoming an employer of choice and stated that her biggest takeaway was that inspired and engaged employees create the environment that you want. McCary stated that other key takeaways were the importance of effective onboarding, inspiring sustainability initiatives and the ABC of customer service.McCary underscored the importance of employee engagement – that a happy employee results in happy customers. McCary discussed market trends in Food & Beverage to create genuine customer experiences (i.e. guests making pasta, or integrating educational experiences into the catering). Cody Griffith stated that people want to know the story behind their food, and suggested an activity engaging with local farms.

XI. Public Comment

Lea Falkenhagen stated the following concerns about proposed navy seal trainings in Washington State Parks, which may include Fort Worden: potential impacts to natural environments, militarization of public land, privacy issues, potential impacts to guests and visitors and stated that this use is not in alignment with the intended use of State Parks. Falkenhagen read an excerpt from State Parks rules and regulations – noting that neither simulated or real firearms are permitted within State Park boundaries. Falkenhagen wondered what would happen if a visitor wandered unaware into soldiers in the midst of training. Robison stated that Fort Worden has a co-management agreement with State Parks and that the proposed areas are out of the jurisdiction of the FWPDA.Robison noted that these trainings have been going on at Washington State Parks for many years and noted that the training occurs at night (when the park is closed to the public).He committed to asking Parks what their stand is on this topic.

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XII. Board Reports/Discussion Tonina presented the draft board retreat agenda and stated that the retreat will be facilitated by Peter West. A. Board Retreat Day 1:

• Who we are and what we do – onboarding for Board Members • Tours of the property, what our product is, who our partners are

B. Board Retreat Day 2: • Three Year Strategic Direction: Robison and Moody will present a proposed three-year strategic

direction and steps to get there. • Partner Ecosystem: How we classify and work with our partners, where our programmatic gaps

are, and process for new partner recruitment. • Focus on the Mission of Lifelong Learning Center.

XIII. Next Meetings

Executive Committee Meeting March 20, 2018 Board of Directors Retreat, March 28 & 29, 2018

XIV. Adjourn: 12:10 p.m.

Board Packets and PowerPoint Presentations are available on our website at: www.fortworden.org under public

documents>agendas & documents>public meetings>PDA Board Meeting 2.28.18

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1

To: Fort Worden PDA Board of Directors

From: Diane Moody

Date: 3/28/18

RE: FWPDA February 2018 Revenue and Expense and Balance Sheet Reports

For the month of February total gross revenues are 17% ahead of budget and compared to 2017, are 36% higher at $349,530. Year-to-date are also staying ahead of budget by 18%, totaling $547,000, which is 45% more than 2017 gross revenues.

Accommodations continue to perform ahead of budget for the month as well. Leisure sales are 60% over budget and Group are 9%. The overall occupancy rate was 39%, which is more than double that of February 2017. Accommodation revenues for year to date are 21% ahead of budget at just over $300,000.

February Actual Budget %

Group $78,582 $72,075 109%

Partner $27,381 $31,626 87% Leisure $46,495 $29,000 160%

Total $152,458* $132,701 115%

*Does not include nonrefundable advance purchase revenue.

Food and Beverage are ahead of YTD budget by 8%, despite February sales fell slightly behind budget. This was primarily due to catered events coming in less than planned. However, Reveille and the Guardhouse revenues remained strong.

February Actual Budget %

Reveille $28,927 $20,724 140%

Guardhouse $28,151 $23,300 121%

Catering/Mess Hall $32,384 $51,427 63% Total $89,462 $95,451 94%

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2

In other revenues, the main activities that contributed to the $7,311 in excess of budget are Historical Preservation Fees, Discover Pass and merchandise sales. On the cost and expense side, Food and Beverage Cost of Goods were higher than usual coming in at 48%. We believe this is due to a counting error and should correct in March. The merchandise cost overage is at the same percentage as merchandise sales and Discover Pass sales equal the cost listed. Personnel costs, utilities and operating expenses remain close to or on budget. Contracts continue to be under budget, but will catch up in April and May. Repairs and maintenance (Occupancy Expense) continue to be greater than budgeted due to additional projects being done by the Facilities crew. Together these expenses total $308,341, which is 97% of budget. The result at month-end is -$19,184, which is 279% to budget, and for YTD the PDA is 39% ahead of budget at $-175,850.

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Accrual Basis FORT WORDEN PDA

Hospitality Services Revenue & Expense Budget Performance February 2018

Feb 17 Feb 18 Budget Variance % of Budget

Ordinary Revenue/Expense

Revenue

4000 Accomodations 137,185.68 216,452.36 167,700.50 48,751.86 129.07%

4400 Food Sales Revenue 89,462.16 89,143.49 95,001.00 (5,857.51) 93.83%

4600 Other Revenues 30,281.75 43,933.71 36,622.25 7,311.46 119.97%

4900 PDA Grants/Donations

Total Revenue 256,929.59 349,529.56 299,323.75 50,205.81 116.77%

Cost of Goods Sold

5000 Food Cost of Goods 31,850.95 43,165.33 30,008.50 (13,156.83) 143.84%

5008 Merchandise 444.12 1,279.30 768.00 511.30 166.58%

5003 Discover Pass 9,630.00 5,000.00 4,630.00 192.6%

Total COGS 32,295.07 54,074.63 35,776.50 18,298.13 151.15%

Gross Revenue 224,634.52 295,454.93 263,547.25 31,907.68 112.11%

Expense

6010 Personnel Costs 152,339.49 194,583.90 196,000.00 1,416.10 99.28%

6031 Event Gratuities & Tips 0.00 -4,335.65

7000 Occupancy Expense 3,275.89 6,199.01 4,050.00 (2,149.01) 153.06%

7100 Utilities 47,404.33 46,463.46 48,000.00 1,536.54 96.8%

8000 Contracts 7,746.95 11,779.79 15,400.00 3,620.21 76.49%

8500 Operating Expense 29,920.67 53,650.45 53,641.00 9.45 100.02%

Total Expense 240,687.33 308,340.96 317,091.00 8,750.04 97.24%

Net Ordinary Revenue -16,052.81 -12,886.03 -53,543.75 40,657.72 415.52%

Other Revenue/Expense

9500 Capital Purchases 0.00 0.00 0.00 - 0.0%

9600 Leasehold Improvements 2,414.52 6,298.45 0.00 6,298.45 100.0%

Net Other Revenue -2,414.52 -6,298.45 0.00 (6,298.45) 100.0%

Net Revenue -18,467.33 -19,184.48 -53,543.75 34,359.27 279.1%

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Accrual Basis FORT WORDEN PDA

Hospitality Services Revenue & Expense Budget Performance February 2018

Ordinary Revenue/Expense

Revenue

4000 Accomodations

4400 Food Sales Revenue

4600 Other Revenues

4900 PDA Grants/Donations

Total Revenue

Cost of Goods Sold

5000 Food Cost of Goods

5008 Merchandise

5003 Discover Pass

Total COGS

Gross Revenue

Expense

6010 Personnel Costs

6031 Event Gratuities & Tips

7000 Occupancy Expense

7100 Utilities

8000 Contracts

8500 Operating Expense

Total Expense

Net Ordinary Revenue

Other Revenue/Expense

9500 Capital Purchases

9600 Leasehold Improvements

Net Other Revenue

Net Revenue

Jan - Feb 17 Jan - Feb 18 YTD Budget Variance % of Budget Annual Budget

185,943.43 303,010.98 250,417.60 52,593.38 121.0% 3,149,000

133,352.70 163,682.69 150,565.64 13,117.05 108.71% 2,201,000

56,547.43 80,223.44 64,228.91 15,994.53 124.9% 794,000

84.65

375,843.56 547,001.76 465,212.15 81,789.61 117.58% 6,144,000

44,794.58 69,682.16 47,460.50 (22,221.66) 146.82%

684.34 2,073.12 1,248.00 825.12 166.12%

4,360.00 19,110.00 8,000.00 11,110.00 238.88%

49,838.92 90,865.28 56,708.50 34,156.78 160.23% 895,000

326,004.64 456,136.48 408,503.65 47,632.83 111.66% 5,249,000

299,831.34 401,885.87 403,048.00 1,162.13 99.71% 3,488,000

2,272.31

12,354.60 11,959.87 7,100.00 (4,859.87) 168.45% 141,000

108,333.07 93,282.15 92,000.00 (1,282.15) 101.39% 475,000

17,452.69 17,997.16 40,900.00 22,902.84 44.0% 320,000

56,895.89 102,790.02 107,872.00 5,081.98 95.29% 729,200

494,867.59 630,187.38 650,920.00 20,732.62 96.82% 5,153,200

-168,862.95 -174,050.90 -242,416.35 68,365.45 139.28% 95,800

0.00 0.00 0.00 0.00 0.0% 60,700

2,414.52 1,798.93 2,500.00 701.07 71.96% 10,500

-2,414.52 -1,798.93 -2,500.00 701.07 71.96% -71,200

-171,277.47 -175,849.83 -244,916.35 69,066.52 139.28% 24,600

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Accrual Basis FORT WORDEN PDA

Balance Sheet As of February 28, 2018

Feb 28, 18

ASSETS

Current Assets

Checking/Savings

1000 Operating Accounts 161,893.57

1003 Advance Deposit Account 185,874.64

1010 Capital Fund Accounts 1,750,405.75

Total Checking/Savings 2,098,173.96

Accounts Receivable

1100 Hospitality Services 49,780.60

1120 Partner Tenant 21,377.86

Total Accounts Receivable 71,158.46

Other Current Assets

1050 Food Service Inventories 71,537.15

1055 Merchandise for Resale 38,404.91

1056 Discover Passes 31,689.75

1200 Prepaid Expenses 24,760.48

Total Other Current Assets 166,392.29

Total Current Assets 2,335,724.71

Fixed Assets

1300 Fixed Assets 123,724.25

Total Fixed Assets 123,724.25

TOTAL ASSETS 2,459,448.96

LIABILITIES & EQUITY

Liabilities

Current Liabilities

Accounts Payable

2000 Operating 131,359.80

Total Accounts Payable 131,359.80

Credit Cards & House Accounts 44,711.85

Other Current Liabilities

2100 Current Liabilities

2101 Deferred Revenue 10,298.28

2104 Payroll Liabilities 15,172.36

2110 Accrued Business/Sales Tax 32,300.14

Total 2100 Current Liabilities 57,770.78

2200 Advance Deposits 519,045.42

2600 State Parks Pass Thru-Oth 1,721.19

Total Other Current Liabilities 578,537.39

Total Current Liabilities 754,609.04

Total Liabilities 754,609.04

Equity

Opening Balance Equity 26,464.33

Unrestricted Net Assets 1,914,592.25

Net Income -236,216.66

Total Equity 1,704,839.92

TOTAL LIABILITIES & EQUITY 2,459,448.9618 of 29

3:34 PM

03/25/18 FORT WORDEN PDA

Tenant

A/R Aging Summary As of February 28, 2018

Current 1 - 30 31 - 60 61 - 90 > 90 TOTAL

P-Centrum 3,540.83 4,144.15 4,144.15 0.00 0.00 11,829.13

P-Coast Artillery Museum 286.34 0.00 0.00 0.00 0.00 286.34

P-Copper Canyon 401.58 325.66 0.00 325.66 0.00 1,052.90

P-Goddard College 0.00 0.00 0.00 0.00 0.00 0.00

P-Madrona MindBody Institute 427.90 0.00 0.00 0.00 0.00 427.90

P-PeninsulaCollege 0.00 0.00 0.00 0.00 0.00 0.00

P-PT Marine Science Center 1,470.51 284.80 0.00 0.00 0.00 1,755.31

P-WA State Parks Lease 3,377.58 0.00 0.00 0.00 0.00 3,377.58

Peninsula College Foundation 0.00 0.00 2,648.70 0.00 0.00 2,648.70

TOTAL 9,504.74 4,754.61 6,792.85 325.66 0.00 21,377.86

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Up to 30 31 - 60 121+ Balance

$ 1,063.15 $ - $ - $ 1,063.15

$ 40,925.37 $ - $ - $ 40,925.37

$ 295.31 $ - $ - $ 295.31

$ 523.20 $ - $ - $ 523.20

$ - $ 482.60 $ - $ 482.60

$ - $ - $ 463.25 $ 463.25

$ 1,389.75 $ - $ - $ 1,389.75

$ 2,757.41 $ - $ - $ 2,757.41

$ - $ - $ 1,880.56 $ 1,880.56

$ 46,954.19 $ 482.60 $ 2,343.81 $ 49,780.60 Groups $ - $ -

Account AgingFort Worden Accomodations

As of 2/28/2018

Name61 - 90 91 - 120

Goddard Writers Feb 2018 $ - $ -

Anna Quinn Book Launch 2018 $ - $ -

Olympic Workforce Devlopment Council $ - $ -

MMI Phoenix Retreat January 2018 $ - $ -

PTMSC Lecture Series 2017 - 2018 $ - $ -

Peninsula College Lecture Series 2017 $ - $ -

Peninsula Mens Bible Retreat 2017 $ - $ -

Tacoma Arts 2017 $ - $ -

PTMSC Whales Of The Salish Sea 2018 $ - $ -

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1

FORT WORDEN LIFELONG LEARNING CENTER PUBLIC DEVELOPMENT AUTHORITY, WASHINGTON

RESOLUTION NO. 18-03

A Resolution of the Board of Directors of the Fort Worden Lifelong Learning Center Public Development Authority providing for the issuance of a revenue bond in the principal amount of not to exceed $1,600,000 to finance energy efficiency improvements; fixing the form and terms of the bond; and providing for the sale of the bond to Kitsap Bank.

WHEREAS, Fort Worden Lifelong Learning Center Public Development Authority, Washington (the “Authority”) was created by the City of Port Townsend to manage, promote, develop, secure funds, and enhance the Ford Worden State Park, including implementing a Lifelong Learning Center at the Park; and

WHEREAS, the Authority desires to undertake energy efficiency improvements in its facilities at Fort Warden; and

WHEREAS, RCW 35.21.735 authorizes public development authorities to issue revenue bonds payable from its revenues; and

WHEREAS, the Authority has received a proposal from Kitsap Bank to purchase the bond to finance the energy efficiency improvements;

BE IT RESOLVED by the Board of Directors of the Fort Worden Lifelong Learning Center Public Development Authority as follows:

Section 1. Definitions. As used in this resolution the following words shall have the following meanings:

“Authority” means the Fort Worden Lifelong Learning Center Public Development Authority established by the City of Port Townsend pursuant to chapter 35.21 RCW.

“Bank” means Kitsap Bank, or its successors or assigns.

“Bond” means the Fort Worden Lifelong Learning Center Public Development Authority Revenue Bond, 2018 issued pursuant to and for the purposes provided in this resolution.

“Bond Account” means the special account of the Authority known as the Revenue Bond Account authorized to be created pursuant to this resolution for the payment of principal of and interest on the Bond and any Future Parity Bonds.

“Bond Register” means the books or records maintained by the Bond Registrar for the purpose of identifying ownership of the Bond.

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“Bond Registrar” initially means the Authority’s Chief Financial Officer. At any time following the issuance of the Bond, however, the Chief Financial Officer may determine to appoint a different Bond Registrar, including, but not limited to the fiscal agent of the State of Washington. The term “Bond Registrar” also shall include any successor Bond Registrar appointed by the Chief Financial Officer as permitted by law.

“City” means the City of Port Townsend, Washington, a municipal corporation duly organized and existing under the laws of the State.

“Code” means the Internal Revenue Code of 1986, as amended, and applicable regulations.

“Coverage Requirement” means an amount of Revenue equal to 1.25 times the annual debt service due in a year for purposes of Section 10(1) and 1.25 times the average annual debt service due on the outstanding Bond and Future Parity Bonds for purposes of Section 8. For calculating the Coverage Requirement for Future Parity Bonds that bear interest at a variable rate, such Future Parity Bonds shall be assumed to bear interest at a fixed rate equal to the rate published by the Bond Buyer as the index for municipal revenue bonds within the 30-day period prior to the date of calculation. If such index is no longer published, another nationally recognized index for municipal revenue bonds maturing in approximately 20 years shall be used.

“Designated Representative” means the officer of the Authority appointed in Section 11 of this resolution to serve as the Authority’s designated representative in accordance with RCW 39.46.040(2).

“Energy Efficiency Account” means the account created by the Chief Financial Officer for the purpose of depositing Bond proceeds to be used to carry out the Project.

“Future Parity Bonds” means any bonds, notes or other debt of the Authority issued pursuant to Section 8 with a lien on Revenue equal to the lien on Revenue pledged to the Bond.

“Maturity Date” means a date that is not later than 22 years from the dated date of the Bond as determined by the Designated Representative.

“Operation and Maintenance Expenses” means all reasonable and necessary expenses incurred by the Authority in causing its facilities to be operated and maintained in good repair, working order and condition, administration expenses, insurance premiums, audit fees, taxes, professional-service fees, and other expenses incident to the operation of the Authority’s facilities, but excluding depreciation and other non-cash items and expenses subject to reimbursement by tenants.

“Project” means energy efficiency and solar improvements to facilities at Fort Worden as approved by the State Department of Enterprise Services.

“Reserve Account” means the special account of the Authority established pursuant to this resolution.

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3 52975780.2

“Reserve Account Requirement” means for the Bond, an amount equal to the sum of the interest and principal due on the Bond divided by 21 years, but in no case in excess of 10% of the initial principal amount of the Bond.

“Revenue” means all revenues received by the Authority, except state and federal grants that are not authorized by the grantee to be used to pay debt service on the Bond and Future Parity Bonds, donations to the Authority from private parties and advanced deposits from tenants and other users of the Authority’s facilities.

“RevenueFund” means the operating account into which account the Authority has pledged and bound itself to pay all of the Revenue as collected.

“State” means the State of Washington.

Section 2. Authorization of the Bond; Payment, Registration and Transfer. For the purpose of providing financing for the Project and to pay costs of issuing the Bond, the Authority authorizes the issuance of its revenue bond in the principal amount of not to exceed $1,600,000 (the “Bond”). The Bond shall be designated as the “Fort Worden Lifelong Learning Center Public Development Authority, Washington Revenue Bond, 2018,” shall be dated as of the date of delivery thereof to the Bank, and shall mature approximately 21 years from its dated date as approved by the Designated Representative (the “Maturity Date”).

The Bond is a draw down Bond and a Designated Representative is authorized to draw up to $1,600,000, in increments of not less than $100,000, to finance the Project and costs of issuing the Bond. A request for draw shall be made in writing or by email to the Bank on any business day up to 12 months from the date the Bond is delivered to the Bank. Draw requests received by 11 a.m. Pacific time will be funded by the Bank on the date the request is received by the Bank. The Bond shall bear interest at the fixed rate approved by the Designated Representative pursuant to Section 11, calculated on a basis of a 360-day year of 12 30-day months. Principal and interest on the Bond shall be payable on each June 1 and December 1 commencing not later than six months after the end of the Draw Period as determined by the Designated Representative.

The Bond shall be issued in fully registered form. Both principal of and interest on the Bond shall be payable in lawful money of the United States of America. The Chief Financial Officer is appointed to act as Bond Registrar for the Bond. The Bond shall be purchased only in registered form as to both principal and interest and shall be recorded on books or records maintained by the Bond Registrar (the “Bond Register”). The Bond Register shall contain the name and mailing address of the Bank. The Bond may be assigned or transferred by the Bank only in whole and only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. The Bond may only be assigned by the Bank to another qualified investor satisfying the requirements set forth in the certificate to be signed by the Bank on the date the Bond is issued and that signs a certificate substantially in the form of the certificate signed by the Bank. The Bond is not subject to acceleration. When the Bond has been paid in full, both principal and interest, it shall be surrendered by the Bank to the Bond Registrar, who shall cancel such Bond.

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The Bond Registrar shall keep, or cause to be kept, sufficient books for the registration of the Bond. The Bond Registrar is authorized, on behalf of the Authority, to authenticate and deliver the Bond in accordance with the provisions of the Bond and this resolution, to serve as the Authority’s paying agent for the Bond and to carry out all of the Bond Registrar’s powers and duties under this resolution. The Bond Registrar shall be responsible for the representations contained in the Bond Registrar’s Certificate of Authentication on the Bond.

Section 3. Prepayment. The Authority reserves the right and option to prepay all or a portion of the outstanding principal on the Bond on any date on or after the 10th anniversary of the dated date of the Bond. Interest on the principal portion of the Bond so prepaid shall cease to accrue on the date fixed for such prepayment. The Authority shall provide the Bank not less than 5 business days’ notice of its intent to prepay all or a portion of the Bond.

Section 4. Bond Account and Reserve Account.A special account of the Authority known as the “Revenue Bond Account” (the “Bond Account”) is hereby authorized to be created by the Chief Financial Officer and shall be drawn upon for the sole purpose of paying and securing the payment of the Bond and any Future Parity Bonds. The Authority hereby covenants and agrees to deposit in the Bond Account, Revenue sufficient to pay principal and interest on the Bond and any Future Parity Bonds as such payments are due. The Bond shall be an obligation only of the Bond Account of the Authority.

A special account of the Authority known as the Revenue Bond Reserve Account (the “Reserve Account”) is hereby authorized to be created by the Chief Financial Officer. The Authority shall deposit into the Reserve Account from Revenue an amount equal to the Reserve Account Requirement. In the event that the amount in the Bond Account is insufficient to pay the debt service due on any payment date, the Authority shall draw on the Reserve Account to make such payment. Within 12 months of any withdrawal from the Reserve Account the Authority shall replenish the Reserve Account to the Reserve Account Requirement. The Authority may transfer any amount in excess of the Reserve Account Requirement to the Revenue Fund. If the Authority issues Future Parity Bonds it may pledge the Reserve Account to the Future Parity Bonds, in which case it shall fund the Reserve Account in amount equal to the average annual debt service of the Bond and the Future Parity Bonds secured by the Reserve Account. Alternatively, the Authority may determine that the Future Parity Bonds will not be secured by a reserve account or will be secured by another reserve account.

Section 5. Security for the Bond; Revenue Fund. The Bond is a special revenue

obligation of the Authority and shall be payable solely from Revenue in the Revenue Fund. The Bond Account and Reserve Account are pledged to the repayment of the Bond. The Bond shall not be deemed to constitute a general obligation or pledge of the faith and credit of the Authority or debt of the State or the City or any other governmental entity other than the Authority. As stated in the Authority’s charter: “All debts, obligations and liabilities incurred by the Authority shall be satisfied exclusively from the assets and properties of the Authority and no creditor or other person shall have any right of action against the City on account of debts, obligations or liabilities of the Authority.”

The Revenue deposited into the Revenue Fund shall be used for the following purposes in the following order of priority:

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5 52975780.2

First, to pay Operation and Maintenance Expenses.

Second, to make the required deposits into the Bond Account to pay interest due on the Bond and any Future Parity Bonds.

Third, the make the required deposits into the Bond Account to pay principal of and any

sinking fund redemptions for the Bond and any Future Parity Bonds. Fourth, to replenish the Reserve Account and any other reserve account securing Future

Parity Bonds. Fifth, to pay any debt with a lien on revenue junior to the Bond and for other lawful

purposes of the Authority. Section 6. Form, Execution and Authentication of the Bond. The Bond shall be

prepared in a form consistent with the provisions of this resolution and State law. The Bond shall be signed on behalf of the Authority by the manual or facsimile signature of the President of the Board and attested by the manual or facsimile signature of the Secretary of the Board.

Only the Bond as shall bear thereon a Certificate of Authentication in the following form, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this resolution: “This is the Fort Worden Lifelong Learning Center Public Development Authority, Washington Revenue Bond, 2018, dated ___________, 2018, described in the Bond Resolution.” Such Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been duly executed, authenticated and delivered hereunder and is entitled to the benefits of this resolution.

In case either of the officers who shall have executed the Bond shall cease to be an officer or officers of the Authority before the Bond so signed shall been authenticated or delivered by the Bond Registrar, or issued by the Authority, such Bond may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the Authority as though those who signed the same had continued to be such officers of the Authority. The Bond may also be signed and attested on behalf of the Authority by such persons as at the actual date of execution of such Bond shall be the proper officers of the Authority although at the original date of such Bond any such person shall not have been such officer of the Authority.

Section 7. Energy Efficiency Account. The Authority is authorized to create a special account known as the Energy Efficiency Account. Draws on the Bond shall be deposited in the Account and shall be used for the purpose of paying the cost of the Project and costs of issuing the Bond.

Section 8. Additional Bonds.The Authority reserves the right to issue Future Parity Bonds on a parity of lien with the Revenue pledged to the payment of the Bond if the following conditions are met at the time of the issuance of those Future Parity Bonds:

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(1) All payments then required by this resolution have been made into the Bond Account and no deficiency exists therein.

(2) The total principal amount of Future Parity Bonds issued in the first 10 years after the dated date of the Bond does not exceed $5,000,000. For any Future Parity Bonds in excess of $5,000,000 or issued later than 10 years after the date of the Bond, there shall be on file from an Authority representative or a third party consultant with experience with revenues collected from public facilities a certificate showing that in his or her professional opinion the Revenue for any 12 consecutive calendar months out of the immediately preceding 24 calendar months shall be at least equal to the Coverage Requirement for each year thereafter for the outstanding Bond and Future Parity Bonds and the proposed bonds. The consultant may adjust Revenue to reflect increased rates and charges approved by the Board but that were not applicable for the full 12-consecutive-month period.

(3) If Future Parity Bonds proposed to be issued are for the sole purpose of refunding outstanding Parity Bonds, such certificate shall not be required if the amount required for the payment of the principal and interest in each year for the refunding bonds is not increased more than $5,000 over the amount for that same year required for the bonds to be refunded.

(4) Nothing in this resolution shall prevent the Authority from issuing revenue bonds or like obligations which are a charge upon the Revenue junior or inferior to the charge thereon of the Bond.

Section 9. Tax Covenants; Designation of the Bond as a “Qualified Tax-Exempt Obligation.”

A. Preservation of Tax Exemption for Interest on the Bond. The Authority covenants that it will take all actions necessary to prevent interest on the Bond from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit any use of proceeds of the Bond or other funds treated as proceeds of the Bond that will cause interest on the Bond to be included in gross income for federal income tax purposes. The Authority also covenants that it will, to the extent the arbitrage rebate requirements of Section 148 of the Code are applicable to the Bond, take all actions necessary to comply (or to be treated as having complied) with those requirements in connection with the Bond.

B. Post-Issuance Compliance. The Chief Financial Officer is authorized to adopt and implement the Authority’s written procedures to facilitate compliance by the Authority with the covenants in this resolution and the applicable requirements of the Code that must be satisfied after the dated date to prevent interest on the Bond from being included in gross income for federal tax purposes.

C. Designation of the Bond as a “Qualified Tax-Exempt Obligation.”The Bond is designated as a “qualified tax-exempt obligation” for the purposes of Section 265(b)(3) of the Code since:

(1) theBond is not a “private activity bond” within the meaning of Section 141 of the Code;

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7 52975780.2

(2) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds and other obligations not required to be included in such calculation) that the City and the Authority and any entity subordinate to the Authority or the City (including any entity that the Authority or City controls, that derives its authority to issue tax-exempt obligations from the Authority or City or that issues tax-exempt obligations on behalf of the Authority or City) will issue during this calendar year will not exceed $10,000,000; and

(3) the amount of tax-exempt obligations, including the Bond, designated by the City and the Authority as “qualified tax-exempt obligations” for the purposes of Section 265(b)(3) of the Code during this calendar year does not exceed $10,000,000.

Section 10. General Covenants. For as long as the Bond is outstanding, the Authority hereby covenants as follows:

(1) It will establish, maintain and collect Revenue sufficient to repay the Bond and any Future Parity Bonds. Revenue in each fiscal year shall be sufficient to meet the Coverage Requirement. In calculating Revenue in a fiscal year, the Authority may deduct Revenue deposited into a rate stabilization account within the Revenue Fund and count as Revenue amounts withdrawn from the rate stabilization account.

(2) It will keep books and accounts showing Revenue and Operation and Maintenance Expenses.

Section 11. Sale of the Bond. The Executive Director and Chief Financial Officer are each appointed as a Designated Representative and are authorized and directed to finalize the terms of the Bond in the manner and upon the terms deemed most advantageous to the Authority consistent with this resolution

(1) The Bond shall be based on the Bloomberg Bank Qualified A rated fair value curve plus a spread of 0.25%.

(2) Interest and principal must be payable on such dates as are acceptable to the Designated Representative.

(3) The Bond shall be dated as of its date of delivery to the Bank, which date may not be later than December 31, 2018, and mature no later than December 31, 2040.

In determining the final terms of the Bond, the Designated Representative in consultation with other Authority officials and advisors, shall take into account those factors that, in his or her judgment, will result in the best interest of the Authority, including, but not limited to current financial market conditions and current interest rates for obligations comparable to the Bond.

Section 12. Reporting Requirements. While the Bond is outstanding, the Authority will provide the Bank a copy of its audited financial statements within 30 days after it is received from the State Auditor, and such other documents as the Bank may reasonably request from time to time.

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8 52975780.2

Section 13. Authorization to Officials and Agents. The proper Authority officials are hereby authorized and directed to do everything necessary and proper for the execution and delivery of the Bond in conformance with the provisions of this resolution and for the proper use and application of the proceeds of the sale thereof as provided in this resolution.

Section 14. Severability. If any one or more of the covenants or agreements provided in this resolution to be performed on the part of the Authority shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements shall be null and void and shall be deemed separable from the remaining covenants and agreements of this resolution and shall in no way affect the validity of the other provisions of this resolution or of the Bond.

PASSED by the Board of Directors of the Fort Worden Lifelong Learning Center Public Development Authority, Washington, at an open public meeting thereof, this _____ day of March, 2018.

FORT WORDEN LIFELONG LEARNING CENTER PUBLIC DEVELOPMENT AUTHORITY, WASHINGTON By

President ATTEST: Secretary

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52975780.2

CERTIFICATION

I, the undersigned, Secretary of the Board of Directors of Fort Worden Lifelong Learning Center Public Development Authority, Washington (the “Authority”), hereby certify as follows:

1. The attached copy of Resolution No. ____ (the “Resolution”) is a full, true and correct copy of a resolution duly passed at a regular meeting of the Board of Directors of the Authority held at the regular meeting place thereof on __________, 2018, as that resolution appears on the minute book of the Authority.

2. A quorum of the members of the Board of Directors was present throughout the meeting and a majority of the members voted in the proper manner for the passage of the Resolution.

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of March, 2018.

FORT WORDEN LIFELONG LEARNING CENTER PUBLIC DEVELOPMENT AUTHORITY, WASHINGTON _____________________________________ Secretary

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An executive session must begin after a regular or special meeting is convened and adjourn before the meeting ends. While an executive session will therefore always be a part of a regular or special meeting, it is possible to hold a special meeting for the sole purpose of holding an executive session.

To start, the chair must announce the executive session to those in attendance at the meeting, including: (1) the purpose of the executive session; and (2) the time when the executive session will end.

Announced Purpose and Topics of Discussion: The announced purpose of the executive session must be one of the statutorily-identified purposes for which an executive session may be held. The announcement must contain enough detail to identify the purpose as falling within the limits of the law.

It would not be sufficient, for example, for a meeting chair to declare simply that the governing body will now meet in executive session to discuss "personnel matters." Discussion of personnel matters, in general, is not an authorized purpose for holding an executive session; only certain specific issues relating to personnel may be addressed in executive session.

Notes for Specific Discussion Topics• Contract Performance – Review of contract performance of publicly bid

contracts may only be discussed in executive session when public knowledge of such consideration would likely cause increased costs.

• Qualifications of an applicant for public employment or review of performance of a public employee – If the governing body elects to take final action regarding hiring, setting the salary of an individual employee or class of employees, or discharging or disciplining an employee, that action must be taken in open session.

• Qualifications of candidate for appointment to elective office – Candidate interviews and final action appointing a candidate to elective office must be in an open public meeting.

• Collective bargaining sessions – Collective bargaining sessions with employee organizations are not subject to the requirements of the OPMA. This means that discussions of these topics may occur in closed session, and it's not necessary for the governing body to follow the OPMA procedures before such discussions. This exemption applies to contract negotiations, grievance meetings, and discussions relating to the interpretation or application of a labor agreement or to that portion of a meeting during which the governing body is planning or adopting the strategy to be taken by the governing body during the course of any collective bargaining, professional negotiations, grievance or mediation proceedings, or reviewing the proposals made in the negotiations or proceedings while in progress.

Length of Session: Another issue that may arise concerning these procedural requirements for holding an executive session involves the estimated length of the session. If the governing body concludes the executive session before the time that was stated, it should not reconvene in open session until the time stated. Otherwise, the public may, in effect, be excluded from that part of the open meeting that occurs between the close of the executive session and the time when the chair announced the executive session would conclude. If the executive session is not over at the stated time, it may be extended only if the chair announces to the public at the meeting place that it will be extended to a stated time.

Attendance: Attendance at an executive session need not be limited to the members of the governing body. Persons other than elected members may attend the executive session at the invitation of the governing body. Those invited should have some relationship to the matter being addressed in the executive session, or they should be in attendance to otherwise provide assistance to the governing body. Note that if the stated purpose for the executive session is to discuss litigation or potential litigation with the governing body's attorney, the presence of persons at the session who are not governing body members or agency staff may waive the attorney-client privilege.

Minutes: Minutes are not required to be taken at an executive session. If minutes or notes are taken during an executive session, they may be subject to the disclosure requirements of the Public Records Act.

OPMA – EXECUTIVE SESSION PROCEDURES

PRACTICE TIPSFor Local Government Success

AU

DITOR OF STATE

WA S H I N G T O NNOV 11, 1889

Attendance of legal counsel – Legal counsel must be present at an executive session, either in person or remotely via a device that allows two-way communication, to discuss enforcement actions, current or potential litigation, or the legal risks of current or proposed action. “Potential litigation” means litigation that has been specifically threatened to which the agency, the governing body, or a member acting in an official capacity is, or is likely to become, a party; or the agency reasonably believes may be commenced by or against the agency, the governing body, or a member acting in an official capacity. Discussion of the “legal risks” of a current or proposed action can only occur in executive session if public discussion of those legal risks is likely to result in an adverse legal or financial consequence to the agency.

*DISCLAIMER: These practice tips are meant to provide summary information on executive sessions; these tips are not intended to be regarded as specific legal advice. Consult with your agency’s attorney about this topic as well.

*

May 2016