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DRAFT MINUTES Board of Directors

Fort Worden Public Development Authority Wednesday February 24, 2016

Action Items:

• Resolution authorizing signers for First Federal checking accounts. • Authorize Executive Director to execute a consulting services agreement with Full Circle HR. • Authorize Executive Director to negotiate a scope of work and a contract for architectural and

engineering services for Building 305. I. Call to Order II. Roll Call

1. Board Members- Bill James, Bill Brown, Harold Andersen, Kate Dean, Herb Cook, Lela Hilton, Jane Kilburn, Norm Tonina, Gee Heckscher, Cindy Finnie.

2. Staff- Diane Moody, Dave Robison, Megan Claflin, Megan Lehr, Daniele Costello, Larry Sammons

3. Public- Kevin Alexander, John Watts, Eric Anderson, Carla Main, Tim Lawson, Rob Birman, Janine Boire.

III. Public Comment IV. Changes to the Agenda V. Fort Worden Partners’ Report

1. Tim Lawson reported that the wooden porch furniture project is complete and announced the Port Townsend School of Woodworking Founders Breakfast on March 24.

2. Janine Boire presented about the Port Townsend Marine Science Center (PTMSC). Highlights reported were: • A new logo and a new website • Two scientific papers published • Development of a vision and strategic plan for the next 10 years • 2015 saw a constant growth of 15% both in visitors to their exhibits and participants in their

education programs and grew their business at the Fort by 500% by bringing the auction on campus. Part of their strategic plan is to bring a residential camp that will include many activities through the other partners, as well as bring more things out to the pier so that they have more of an indoor/outdoor experience.

3. In a following Q/A, these key points were made: • They will be bringing a modular unit to the beach in the next month and they’ll move their

team all together there. • The Discover Pass’s effect on their visitor rate is as follows: in 2014 visitors increased by

12%, in 2015 visitors increased by 15%. (The first summer it was so brand new that word hadn’t really gotten out.)

• State Parks is doing an assessment on the pier this biennium. • An area of focus that would help facilitate the PTMSC’s continued success would be more

space, increased communication, and joint marketing. • The PTMSC is looking at growth opportunities in their residential camps, but they’re at

capacity and if they had more space they could do more.

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VI. Consent Agenda

1. January minutes were deferred for approval until March. VII. Review and Discussion of January Financials

1. Revenue and Expense- $10k under projected revenue primarily in food services largely due to a New Year's event cancellation and the cancellation of two events. Net we are over budget, mainly due to under spending in contracts, graphic design, and water charges.

2. Capital Budget- We completed the renovation of Building 16, we were planning on being a little further along in 272 and 277, which is why we are under budget there. We are getting a credit from the IRS and Total Benefits Solution. Our main liability is payroll and that will continue to be the case. At this time we haven't tapped our credit line with First Federal yet this year.

3. Bill James asked if the advanced deposit account is 33% of our liability, to which Diane Moody replied that this is within our policy. He also asked on the capital fund account if we expected to pay it out this year, to which Diane Moody replied that we will not, but we are expecting to receive more grants. Kate Dean asked if we expected March to be the last month we take a loan out for hospitality, Diane Moody confirmed that April should be our last month. Dave Robison mentioned that a board member had asked how we are handing Discover Pass sales, and Diane Moody explained that this year we are purchasing the Discover Passes in advance so they will be sitting in inventory and won’t be a liability. Diane Moody also did a cost comparison of PT Hospitality versus the PDA Housekeeping between May and December, which was a net difference of $207,000.

VIII. Resolution authorizing signers for First Federal checking accounts.

1. Diane Moody brought to Board’s attention that there are not enough authorized signers on our checking accounts. Adding Board Treasurer Jeff Jackson would be the next logical addition however, Jackson travels significantly for his work. Therefore, Dave Robison recommends that Board Member Gee Heckscher be added as a signer since he is at Fort Worden on an almost daily basis. Action: Move to approve Resolution # 1 6-02 authorizing board and staff member check signing authority. Motion to Approve: Jane Kilburn Second: Herb Cook Motion Passes: 10-0

IX. Review of Full Circle HR Consulting Services Agreement.

1. Diane Moody explained that the ongoing search for a full-time Human Resources Manager had not yielded the right candidate. However, the position is deemed critical to the development of Fort Worden. Gigi Callaizakis, Ph.D, came highly recommended and is amicable to an on-call contract (not to exceed $30,000 in 2016). Herb Cook noted that Callaizakis also works with Centrum and asked if there were any concerns regarding conflict of interest. Moody explained that Callaizakis' contract includes a strict confidentiality agreement. Norm Tonia added that the total amount of the contract was less than had been budgeted for the full-time position. Action: Move to authorize Executive Director to execute a consulting services agreement with Full Circle HR with a not to exceed $30,000 l imit. Motion to Approve: Herb Cook Second: Bill James Motion Passes: 10-0

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X. Review of RFQs for Building 305 1. Dave Robison reported that seven firms had responded to the RFQ for architectural and engineering

service for the renovation of Building 305 by the posted deadline. The RFQ was posted on the Fort Worden website and emailed directly to more than 25 firms listed on the MSRC's Planning and Architectural services roster.

2. Robison expressed the critical importance of making this an inclusive project with input from campus partners and community stakeholders. A selection committee is being organized to develop a scoring sheet in order to evaluate each applicant. The selection committee will include: Board members Gee Heckscher and Harold Andersen, Director of Facilities Larry Sammons, Dave Robison and potentially two community members. Robison had extended an invitation to two potential members. At the time of the Board meeting one candidate, Northwind Arts Center Executive Director Michael D'Alessandro, had accepted the appointment on the selection committee. A core design committee is also being develop and will include two board members, two partner representative, two community representative and two "at- large" representatives that have a strong knowledge of the regional arts and education culture. Cindy Finnie commented that the Board should think broadly about Building 305 and its intended uses, and encouraged the committees to look nationally at facilities and programs in order to ensure a cutting-edge arts and education space. Lela Hilton added that STEM programs, not exclusively arts, should also be programs under consideration. Action: Move to authorize Executive Director to negotiate a scope of work and a contract for architectural and engineering services for Building 305. Motion to Approve: Lela Hilton Second: Jane Kilburn Approved: 10-0

XI. Open Public Meetings Act Review and Training, led by John Watts.

1. Attorney John Watts presented two training videos for the Board’s review regarding the Washington State Open Public Meetings Act (PMA) and the Public Records Act (PRA). Watts said he supports the Fort Worden PDA Board in their dedication and efforts to adhere to the rules and regulation of these two acts and to continue to operate in a transparent and inclusive manner.

2. After each video, Watts gave the Board examples of how each applied specifically to board members and staff noting areas, such as digital communications, where board and staff members should exercise extreme care.

XII. Staff Report

1. Branding for Food Services- We have been working with Bruce Hale to develop a conceptual plan for the Guardhouse, and he has come up with a new logo. Bruce Hale is working on developing branding for Taps and the Cable House, building upon the physical aspects of the Fort. This would tie into Todd Gubler’s conception of the passport. The logos will speak to the different types of venues, but will be tied together with imagery. Cindy Finnie asked if we are doing this on the hospitality side and Dave Robison said that this idea will be used in retail strategy.

2. Coordinating Committee Meeting- The purpose of the Coordinating Committee is to approve any amendments to our master lease, facility plans, etc. and to monitor compliance on an annual basis. Brian Hageman. Brian Hageman’s supervisor, Lynn Kessler, Dave Robison and Norm Tonina are on this committee. Lynn Kessler has agreed to extend her May 1st term end date for two more years. They came up with a capital improvement plan for the next 10 years based on joint priorities from the PDA and State Parks: 1. Campus Fire Alarm System, 2. Officer’s Row exterior improvements, 3. Roof replacement on campus buildings, 4. Replace comfort stations in the upper campground, 5. Replace failing sewer lines, 6. Historic Facilities Preservation. (Herb Cook asked if the facilities maintenance shop isn’t on the list because it has already been funded and Dave Robison confirmed.)

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3. Building 202 Operational Lease- the Board has designated Herb Cook as the Board Liaison to Peninsula College. They recently had a meeting and are working on figuring out the proportional share of the operating expenses. The college has offered to pay all of the operating costs the first year so there is baseline of expenses moving forward. They are also working on figuring out how to schedule the additional spaces and when they’re available to rent. The issues they’re working on include parking and what is an appropriate Common Use Fee for students. Gee Heckscher mentioned that the Partners pay rent which includes their Common Use Fee, which isn’t the case for Peninsula College. Lela Hilton asked if we had any read on the Historic Tax Credit (HTC) transaction, and Dave Robison explained that they were advised to wait until the Pack Med (community college in Seattle) deal had closed. If a decision isn’t made on HTCs by the end of the month, then we may lose the proceeds from the HTCs.

4. Guardhouse Construction- Gee Heckscher reported that the Guardhouse is behind schedule due to the contractor having a prior commitment. The kitchen equipment delivery has been rescheduled to March 28th with a soft opening at the end of April and regular scheduled openings by the end of May.

5. Lease Updates- the Marine Science Center is utilizing the Cable House and they would like to continue to use it as overflow space. Centrum has signed a 1 year extension, and the Woodworking School is close. Lease updates are going well.

6. Fort Worden Foundation- Dave Robison is prepared to sign and move forward. Herb Cook and Cindy Finnie are the two members from the board.

XIII. Public Comment XIV. Adjourn

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Feb 15 Feb 16 Budget Jan - Feb 16 YTD Budget Variance % YTD Annual Budget

Ordinary Revenue/Expense

Revenue

4000 Accom & Conference Revenue 121,736.51 92,999.80 112,391.91 140,345.45 162,348.74 (22,003.29) 86.4% 2,499,694.75

4010 Partner Leases 4,880.81 7,094.09 7,000.00 14,900.69 14,000.00 900.69 106.4% 84,000.00

4103 Cleaning Services 750.00 687.50 250.00 687.50 500.00 187.50 137.5% 16,000.00

4200 Fees 1,467.46 3,327.91 2,936.95 7,144.71 5,227.28 1,917.43 136.7% 126,755.53

4300 Other 651.54 14,516.15 8,807.00 19,825.60 14,127.63 5,697.97 140.3% 200,918.43

4400 Food Sales Revenue 58,132.62 49,851.30 85,710.10 66,973.68 117,897.37 (50,923.69) 56.8% 1,577,672.60

4900 PDA Grants/Donations4903 Restricted Grants 0.00 0.00 0.00 0.00 0.00 0.00 40,000.00

Total 4900 PDA Grants/Donations 0.00 0.00 0.00 0.00 0.00 0.00 40,000.00

Total Revenue 187,618.94 168,476.75 217,095.96 249,877.63 314,101.02 (64,223.39) 79.6% 4,545,041.31

5000 Food Service COG 22,100.22 16,306.41 27,029.31 22,109.21 37,240.84 (15,131.63) 59.4% 475,352.21

5008 Merchandise for Resale 0.00 0.00 424.78 0.00 635.78 (635.78) 0.0% 52,130.37

5010 Discover Passes 0.00 13,700.00 7,000.00 18,680.00 12,000.00 6,680.00 155.7% 164,500.00

Total COGs 22,100.22 30,006.41 34,454.09 40,789.21 49,876.62 (9,087.41) 81.8% 691,982.58

Gross Revenue 165,518.72 138,470.34 182,641.87 209,088.42 264,224.40 (55,135.98) 79.1% 3,853,058.73

Expense

6000 Salaries & Wages 83,165.59 101,730.51 128,001.40 191,481.72 217,839.59 (26,357.87) 87.9% 2,077,714.39

6100 ER Payroll Expenses 16,283.46 23,304.67 27,512.86 45,491.75 49,480.21 (3,988.46) 91.9% 447,169.69

7000 Occupancy Expense 850.20 2,041.80 3,000.00 4,557.39 6,000.00 (1,442.61) 76.0% 45,144.50

7100 Utilities

7101 Fuel Oil 14,452.42 8,118.00 14,452.42 22,588.92 31,308.96 (8,720.04) 72.1% 113,726.41

7102 Electricity 16,462.29 18,973.50 16,462.29 36,113.60 34,931.12 1,182.48 103.4% 178,411.55

7103 Water 17,755.54 5,387.27 13,000.00 10,764.53 26,000.00 (15,235.47) 41.4% 136,968.18

7104 Propane 3,595.05 3,310.12 3,595.05 6,200.41 7,383.70 (1,183.29) 84.0% 27,337.82

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Feb 15 Feb 16 Budget Jan - Feb 16 YTD Budget Variance % YTD Annual Budget

7105 Garbage/Trash 5,030.72 2,916.47 5,030.72 5,832.94 7,497.58 (1,664.64) 77.8% 61,881.36

7199 Partner Reimbursement -9,304.48 -7,227.82 -8,176.00 -16,098.03 -16,352.00 253.97 98.4% -90,816.13

Total 7100 Utilities 47,991.54 31,477.54 44,364.48 65,402.37 90,769.36 (25,366.99) 72.1% 427,509.19

8000 Contracts 14,948.10 19,931.69 19,545.00 25,395.12 31,590.00 (6,194.88) 80.4% 128,540.00

8500 Operating Expense 24,773.17 26,886.20 38,530.78 45,020.20 54,198.95 (9,178.75) 83.1% 497,224.20

9500 Capital Purchase/Equipment 0.00 0.00 0.00 0.00 0.00 0.00 100,000.00

Total Expense 188,012.06 205,372.41 260,954.52 377,348.55 449,878.11 (72,529.56) 83.9% 3,723,301.97

Net Ordinary Revenue -22,493.34 -66,902.07 -78,312.65 -168,260.13 -185,653.71 17,393.58 90.6% 129,756.76

Other Revenue/Expense

Other Expense

9600 Other Expenses9601 Leasehold Improvements 4,433.56 1,063.92 9,067.21 1,063.92 9,067.21 (8,003.29) 11.7% 67,554.08

Total 9600 Other Expenses 4,433.56 1,063.92 9,067.21 1,063.92 9,067.21 (8,003.29) 11.7% 67,554.08

Total Other Expense 4,433.56 1,063.92 9,067.21 1,063.92 9,067.21 (8,003.29) 11.7% 67,554.08

Net Other Revenue -4,433.56 -1,063.92 -9,067.21 -1,063.92 -9,067.21 8,003.29 11.7% -67,554.08

Net Revenue -26,926.90 -67,965.99 -87,379.86 -169,324.05 -194,720.92 25,396.87 87.0% 62,202.68

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Feb 16 Budget Jan - Feb 16 YTD Budget Annual Budget

Ordinary Revenue/ExpenseRevenue 0.00 0.00 0.00 75,000.00 2,642,440.00

Gross Revenue 0.00 0.00 0.00 75,000.00 2,642,440.00

Expense

6000 Salaries & Wages 11,364.14 14,016.50 20,171.60 26,285.31 207,920.31

6100 ER Payroll Expenses 1,906.68 2,943.00 3,335.11 5,869.00 45,814.00

7000 Occupancy Expense 1,028.28 500.00 2,598.51 1,000.00 9,500.00

8000 Contracts

8009 Design Consultant 1,072.50 14,000.00 4,977.50 14,000.00 15,000.00

8000 Contracts - Other 0.00 15,000.00 0.00 15,000.00 125,000.00

Total 8000 Contracts 1,072.50 29,000.00 4,977.50 29,000.00 140,000.00

8500 Operating Expense 2,516.94 6,288.00 3,044.25 8,488.00 23,488.00

9500 Capital Purchase/Equipment9501 Furniture/Fixtures/Equip 0.00 42,000.00 0.00 42,000.00 42,000.00

Total 9500 Capital Purchase/Equipment 0.00 42,000.00 0.00 42,000.00 42,000.00

Total Expense 17,888.54 94,747.50 34,126.97 112,642.31 468,722.31

Net Ordinary Revenue -17,888.54 -94,747.50 -34,126.97 -37,642.31 2,173,717.69

Other Revenue/Expense

Other Expense9600 Other Expenses 24,757.31 157,000.00 88,336.74 265,000.00 698,500.00

Total Other Expense 24,757.31 157,000.00 88,336.74 265,000.00 698,500.00

Net Other Revenue -24,757.31 -157,000.00 -88,336.74 -265,000.00 -698,500.00

Net Revenue -42,645.85 -251,747.50 -122,463.71 -302,642.31 1,475,217.69

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Feb 29, 16

ASSETS

Current Assets

Checking/Savings

1000 Operating Accounts 77,151.06

1003 Advance Deposit Account 120,343.05

1010 Capital Fund Accounts 1,144,573.25

Total Checking/Savings 1,342,067.36

Accounts Receivable

1100 Hospitality Services 154,986.47

1115 State Parks Campground 2,008.32

1120 Partner Tenant 29,436.42

Total Accounts Receivable 186,431.21

Other Current Assets

1050 Food Service Inventories 33,469.18

1055 Merchandise for Resale 6,465.45

1056 Discover Passes 23,684.00

1200 Prepaid Expenses 35,324.51

Total Other Current Assets 98,943.14

Total Current Assets 1,627,441.71

Fixed Assets1300 Fixed Assets 167,149.00

Total Fixed Assets 167,149.00

TOTAL ASSETS 1,794,590.71

LIABILITIES & EQUITY

Liabilities

Current Liabilities

Accounts Payable 56,063.19

Credit Cards 8,878.12

Other Current Liabilities

2100 Current Liabilities

2101 Deferred Revenue 730.83

2104 Payroll Liabilities 29,310.50

2110 Accrued Business/Sales Tax 13,016.61

Total 2100 Current Liabilities 43,057.94

2120 Due To Hospitality Service -100,000.00

2121 Due To CI Fund 100,000.00

2200 Advance Deposits 317,684.31

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Feb 29, 16

2400 Notes Payables 34,248.60

2600 State Parks Pass Thru-Oth 57.96

Total Other Current Liabilities 395,048.81

Total Current Liabilities 459,990.12

Total Liabilities 459,990.12

Equity

Opening Balance Equity 26,464.33

Unrestricted Net Assets 1,599,924.02

Net Income -291,787.76

Total Equity 1,334,600.59

TOTAL LIABILITIES & EQUITY 1,794,590.71

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Up to 30 31 - 60 121+ Balance

88,727.19 - 64,985.95 154,581.47 - - - 868.33 Paid M

464.03 - 464.03

722.73 - - 722.73

- - 580.03 580.03

551.86 - - 551.86

- - 14,127.83 14,127.83

370.79 - - 370.79

- - 23,855.76 23,635.03 Paid M

- - 26,422.33 26,422.33

3,138.97 - - 3,138.97

64,531.93 - - 64,531.93

4,504.00 - - 4,504.00

1,487.85 - - 1,487.85

8,945.59 - - 8,945.59

4,009.44 - - 4,009.44

405.00 - - 405.00

89,132.19 - 154,986.47

-

Accounts Receivable Aging ReportAs of 2/29/2016

Name61 - 90 91 - 120

Fort Worden PDAHospitality Services

Groups - 868.33

Bainbridge Island Lacrosse - -

PT School Of Woodworking - 868.33

Rotary Club

Private Wedding 2015 - -

Centrum Chamber Series 2016 - -

Centrum Gala 2015 - -

Centrum SWAN - -

Centrum Uke Fest #1 2015 - -

Centrum Uke Fest #2 2015 - -

East Pierce Family Medicine - -

Goddard MFA Writers February 2016

- -

- -

Knowledge Bowl February - -

- - Key City Fish

TOTAL 868.33 64,985.95

St. Joseph Prayer 2016 - -

In House - -

Tacoma Family Medical

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Hospitality ServicesCurrent 1 - 30 31 - 60 61 - 90 > 90 TOTAL

Allied Fire & Security, Inc. 445.00 0.00 0.00 0.00 0.00 445.00

AT&T 271.56 0.00 0.00 0.00 0.00 271.56

Carl's Building Supply, Inc. 847.52 59.37 0.00 0.00 0.00 906.89

Cate Cumerford, AIA, LLC 275.00 0.00 0.00 0.00 0.00 275.00

City of Port Townsend - Water & Sewer 5,387.27 0.00 0.00 0.00 0.00 5,387.27

Cooper Fuel & Auto Repair 8,118.00 0.00 0.00 0.00 0.00 8,118.00

E - Costello, Daniele 217.86 0.00 0.00 0.00 0.00 217.86

E - Coyle, Ananda 36.72 0.00 0.00 0.00 0.00 36.72

E - McCary, Kristan 305.39 0.00 0.00 0.00 0.00 305.39

Essential Blooms, LLC 580.00 0.00 0.00 0.00 0.00 580.00

Ferrellgas 2,046.32 0.00 0.00 0.00 0.00 2,046.32

First Bankcard Visa 1,403.67 0.00 0.00 0.00 0.00 1,403.67

Full Circle HR 750.00 0.00 0.00 0.00 0.00 750.00

FYERLITE GRIP & LIGHTING 545.00 0.00 0.00 0.00 0.00 545.00

IRS 0.00 0.00 -2,043.68 0.00 0.00 -2,043.68

Key City Fish 259.76 0.00 0.00 0.00 0.00 259.76

NoaNet, Inc. 9,510.00 0.00 0.00 0.00 0.00 9,510.00

Peninsula Bottling Co, Inc. 181.24 0.00 0.00 0.00 0.00 181.24

Petals Flower Shop 65.40 0.00 0.00 0.00 0.00 65.40

Printery Communications, Inc. 325.20 0.00 0.00 0.00 0.00 325.20

PT Leader 824.90 0.00 0.00 0.00 0.00 824.90

PUD #1 of Jefferson County 0.00 0.00 11,713.37 0.00 0.00 11,713.37

Red Dog Farm 164.00 0.00 0.00 0.00 0.00 164.00

Ripley Construction, Inc. 1,063.92 0.00 0.00 0.00 0.00 1,063.92

SOS Printing 64.09 0.00 0.00 0.00 0.00 64.09

Sunrise Coffee 713.80 0.00 0.00 0.00 0.00 713.80

Sunrise Pest Management, Inc. 0.00 0.00 -13.50 0.00 0.00 -13.50

Superior Linen Service, Inc. 921.63 0.00 0.00 0.00 0.00 921.63

Supply Works 1,023.69 0.00 0.00 0.00 0.00 1,023.69

Sysco 12,720.95 0.00 0.00 0.00 0.00 12,720.95

Tarboo Ridge Extinguishers 1,789.24 0.00 0.00 0.00 0.00 1,789.24

Terry's Lock and Safe, Inc. 0.00 840.39 0.00 0.00 0.00 840.39

The Wild West 115.00 0.00 0.00 0.00 0.00 115.00

Total Benefit Solutions 0.00 3,801.37 0.00 0.00 0.00 3,801.37

TSYS 0.00 0.00 1,144.38 0.00 0.00 1,144.38

Unum 0.00 815.94 0.00 0.00 0.00 815.94

VSP - Vision Service Plan - (WA) 0.00 -142.97 0.00 0.00 0.00 -142.97

WA State Dept of L&I 0.00 0.00 -13,854.26 0.00 0.00 -13,854.26

WA State Parks & Recreation 125.76 0.00 0.00 0.00 0.00 125.76

TOTAL 51,097.89 5,374.10 -3,053.69 0.00 0.00 53,418.30

Capital Improvement FundCurrent 1 - 30 31 - 60 61 - 90 > 90 TOTAL

Cate Cumerford, AIA, LLC 1,495.00 0.00 0.00 0.00 0.00 1,495.00

Frederickson Electric, Inc. 901.41 248.48 0.00 0.00 0.00 1,149.89

TOTAL 2,396.41 248.48 0.00 0.00 0.00 2,644.89

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