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HomeMy WebLinkAboutFort Worden Lifelong Learning Center PDA - 2012 Operating Agreement OPERATING AGREEMENT BETWEEN THE CITY OF PORT TOWNSEND AND FORT WORDEN LIFELONG LEARNING CENTER PUBLIC DEVELOPMENT AUTHORITY THIS AGREEMENT is made and entered into as of the day of l._,IX11,1411 1111-1 , 20Z 1,z by and between the CITY OF PORT TOWNSEND (the "City"), a municipaY corporation, and the FORT WORDEN LIFE LONG LEARNING CENTER PUBLIC DEVELOPMENT AUTHORITY ("FWPDA"), a Washington public authority chartered by the City. 1. RECITALS 1.1 The Fort Worden State Park (the "Park") encompasses 434 acres within the City, has more than a hundred historic buildings and is designated a National Historic Landmark. The Park is unique in the State park system because it operates as a State park and as a conference and event center. It offers over 68,000 square-feet of meeting rooms and event spaces and hosts 350 to 400 conferences and events per year. The Park attracts 1.5 million visitors to the City each year. These visitors contribute to a vibrant local tourism economy. 1.2 The Park currently houses seventeen businesses and organizations and supports over 200 employees. These businesses and organizations contribute over $10 million in revenues annually to the City. Accommodations within the Park also contribute about one-third of the total hotel- motel taxes collected in the City. 1.3 A six-year planning process, supported with over $1 million in public and private funds, has resulted in an adopted Long-range Plan for Fort Worden (2008) (the "Plan") to transform the Park into a Lifelong Learning Center. The City has participated in and provided in-kind support during the planning process. Hundreds of City residents, visitors to the Park and residential partner organizations have been involved in the planning process 'resulting in overwhelming support for the Lifelong Learning Center vision at the Park. 1.4 As a Lifelong Learning Center, the Park is envisioned to provide space and house a variety of tenants and groups that would offer residential and nonresidential programs and classes involving, among others, performing and visual arts, environmental and natural resources, health and wellness, historic preservation, woodworking and cultural history, and culinary arts. Individuals, small groups and conferences would include people from all over the world seeking a variety of educational opportunities offered at the Park within its spectacular setting. 1.5 As part of the adopted Plan, the Commission recognized that the State did not have adequate resources to fully implement the Plan. The Plan recommended that a new management structure for the Park was needed to carry out the vision of a life-long learning center. 1.6 On January 27, 2011, the Fort Worden Area Park Manager (the "Park Manager") presented to the Commission that there was interest expressed in developing a working relationship with the Port Townsend Public Development Authority("Authority," and now renamed to the Fort Worden Life Long Learning Center Public Development Authority as a new managing quasi-public entity for the Park. The Commission authorized the Park Manager to begin conversations with the Authority and to return to the Commission with a proposal at a future date. 1.7 On March 24, 2011, the Commission adopted a resolution directing the Director to enter into discussion with the Authority to seek agreement on the proposal submitted by the Authority with the understanding that the intended outcome will be a request to the legislature during the 2011 session for language to facilitate the Park becoming A Lifelong Learning Center, 1.8 During the 2011 legislative session, the City and representatives of the Authority proposed new legislation for the long terin lease or sale for a portion of, or the entire Park. This legislation was withdrawn in favor of working with key legislators to obtain capital funding to support renovation of a building known as "Building 202" as a higher educational facility at the Park. 1.9 The State financial situation resulted in the Legislature eliminating almost all general fund support to State parks for their operations as well as significant reductions in State support for capital improvements for facility maintenance and rehabilitation. The Legislature approved a bill known as the "Discover Pass" to create funding for State park operations. The "Discover Pass"program was passed and took effect on July 1, 2011. Due to continued negative impacts to the State budget, there may be more unintended adverse effects to the park system. 1.10 Due to these pressing concerns, the Council determined that there is an urgent need to transition to a shared management responsibility at the Park sooner than anticipated. The Authority has expressed interest in undertaking this task, and has been conducting its own due diligence and assessment to determine the impacts to the Park and whether it should enter into negotiations with the Commission regarding a long-tern lease or conveyance of property for the operation and management for a portion of, or all of, the Park. The Authority's duties would include developing the physical infrastructure of the site and forming partnerships with businesses, non-profit groups, individuals and other entities with an interest in operating programs in the Park. 1.11 The City is interested in optimizing the use of Fort Worden State Park properties to support residential programming and implementation of the Lifelong Learning Center vision in the Park through both more focused management and, if appropriate, redevelopment or adaptive reuse of historic structures in a manner that realizes important community benefits and other public purposes. 1.12 The City has determined that the creation of an independent legal entity to undertake specific capital and programming projects is the best means to accomplish the economic development goals for Fort Worden State Park (the "Park"). Accordingly, the City Council has authorized the amendment of a charter to the Fort Worden Lifelong Learning Center Public 2 Development Authority ("FWPDA") pursuant to Ordinance No. 3063, and RCW 35.21.750- RCW 35.21.755 with the specific purpose to manage, promote, develop, secure funding, and enhance the Park including undertaking, assisting with, and otherwise facilitating the implementation of a Lifelong Learning Center as generally envisioned in the Fort Worden Long- range Plan (2008) 1.13 The Lifelong Learning Center vision provides the Park and resident and nonresident organizations a unique and timely opportunity to develop an integrated economy, dramatically increasing the overall capabilities through coordination, centralization, and consolidation of marketing, fundraising and business management functions. The FWPDA will partner with organizations currently residing at the Park and other public, private and nonprofit entities to manage and lease buildings and property, including the Park or portions of the Park; lease or acquire real property; promote and brand the Park as a Lifelong Learning Center; and, secure funding and financing to undertake the (re)development, construction and maintenance of structures and facilities located at the Park; 1.14 Jefferson County is currently underserved with regards to higher education. Peninsula College has demonstrated that there is significant demand to expand its enrollment at the Fort Worden campus. In addition, Goddard College currently offers two Masters of Fine Arts Programs at Fort Worden and intends to expand its presence with the addition of a Bachelor of Arts program. Peninsula College is partnering with Goddard College, and both of these institutions are actively exploring the potential of including other educational providers to create a shared learning higher education center in Building 202. 1.15 The success of this college center is critical to the future development of the Park as a Lifelong Learning Center. The Legislature has allocated $4.37 million in State capital dollars for the Building 202 project, and the City has set aside $500,000 to assist with its redevelopment. This funding could be passed through to the Authority to assist Peninsula College in the rehabilitation of Building 202. 1.16 At its September 19, 2011 meeting, the Council amended the Authority's charter to change its name to the Fort Worden Lifelong Learning Center Public Development Authority. Its purpose was amended to focus solely on the Park, and the Council found that the Fort Worden Lifelong Learning Center Public Development Authority's (FWPDA) first major task is to help implement the Building 202 project. The Building 202 rehabilitation is seen as a catalyst project to facilitate the goal of a Lifelong Learning Center. Among other things, the FWPDA could help detennine appropriate lease terms with State Parks of the "campus area" and provide local control in the day-to-day operation of Lifelong Learning Center at the Park. The FWPDA would still be accountable to the State for purposes of managing the Park, but would be more flexible and nimble in promoting sustainable economic development and developing financially beneficial partnerships. The FWPDA as a new managing entity would be better suited to support the operational and management requirements of a Lifelong Learning Center. FWPDA management would also facilitate private investment and development opportunities at the Park, help to achieve the higher education goals set out by the Governor, and contribute more revenue to the City and State in terms of increased business and occupation taxes, sales taxes and hotel/motel taxes generated from new development at the Park. 3 1.17 The purpose of this Operating Agreement is to allocate duties and responsibilities between the City and the Fort Worden Lifelong Learning Center Public Development Authority (FWPDA) for pre-management and pre-development activities associated with Building 202 and the development of the Lifelong Learning Center, and provide the terms for the transfer by the City to the FWPDA of$500,000 to assist the FWPDA and Peninsula College in the rehabilitation of Building 202. 2. DEFINITIONS As used herein, the following capitalized terins shall have the following meanings: "Authority" means the Port Townsend Public Development Authority. "Board"means the Board of Directors of the Fort Worden Lifelong Learning Center "Building 202" means an historic barracks building at Fort Worden State Park that is proposed to be rehabilitated to serve as a higher educational learning center. "City"means the City of Port Townsend. "Commission" means Washington State Parks and Recreation Commission. "Fort Worden"means Fort Worden State Park. "Fort Worden Campus Area" means the property that lies within the Fort Worden State Park that could be identified as property deemed appropriate for a master lease or to be conveyed to the FWPDA by Washington State Parks. "FWPDA"means the Fort Worden Lifelong Learning Center Public Development Authority. "Lifelong Learning Center" means the overriding vision that describes Fort Worden State Park as a `learning laboratory' comprised of businesses, public agencies and programmatic partners working together to implement the Fort Worden Long-range Plan. "Operating Agreement` means one or more agreements entered into between the City and the FWPDA, each of which shall identify the City's and the FWPDA's respective duties and responsibilities, including providing for management of Fort Worden properties by or the transfer of such properties to the FWPDA in a manner general consistent with the Fort Worden Long-range Plan (2008), and including terms for funding assistance. "Park" means Fort Worden State Park. 4 3. PUBLIC DEVELOPMENT AUTHORITY ROLE 3.1 Designation of FWPDA. The City's Amended and Restated Charter of the Fort Worden Lifelong Learning Center Public Development Authority (FWPDA) designates the FWPDA to negotiate, manage and, as appropriate, secure a master lease or conveyance of certain Fort Worden State Park properties to develop or facilitate development of and provide for operation of a lifelong learning center generally consistent with the long-range plan for the Park approved by the Commission in 2008. In managing any such park properties, the FWPDA shall seek to improve the performance of such properties both with respect to revenue generation as well as public use in a manner consistent with being a state park and which reinforces Lifelong Learning Center vision. As provided herein, the FWPDA may request management responsibility for a master lease or conveyance of certain properties for redevelopment purposes of Fort Worden properties. 3.2 Start-up Activities. Under this Agreement, as more specifically provided herein, the FWPDA will focus on the preparation of an operating budget and one-year work plan. Other tasks will include the development of a business plan and associated strategic plan for the management and redevelopment of Fort Worden properties as a Lifelong Learning Center. In developing and updating its business and strategic plan, the FWPDA will coordinate with the Commission, Fort Worden stakeholders, and the general public on planning, property transfer and lease issues related to proposed development and implementation of the lifelong learning center. In addition to its planning and predevelopment activities, the FWPDA will seek public and private funding for operational support, for promoting and collaborating with partner organizations, and for funding future capital or programmatic projects. The FWPDA will make a good faith effort to implement the start-up tasks identified herein given the staffing and resources that are available for its efforts. 3.3 Building 202. The redevelopment of Building 202 is a priority project for the FWPDA. In addition to its start-up activities the FWPDA will assist Peninsula College and provide project management support in the planning, design and construction process as needed to facilitate the rehabilitation and reuse of that facility. The scope and level of detail of FWPDA support will depend on the subsequent agreements to be negotiated between the FWPDA, State Parks and Peninsula College. 3.4 Capital Funding. The City hereby agrees to provide $500,000 of funds from its 2010 capital bonds to support the rehabilitation and redevelopment of Building 202 (in partnership with state higher education and state parks) in order to implement the higher education goals of the City and County, on the terms set forth in this Agreement. These funds are referred to as grant monies. The terms of the timing and conditions of the transfer of capital funds from the FWPDA to Peninsula College will depend on a subsequent agreement or agreements to be negotiated between the FWPDA and Peninsula College and as necessary with State Parks The FWPDA agrees to include the following terms in its agreement with Peninsula College regarding the receipt of the capital funds from the City and their transfer to Peninsula College: 5 The funds will not be transferred to the FWPDA until the FWPDA certifies to the City the following: 1. That a contract is in place between FWPDA and Peninsula College (and as appropriate State Parks) requiring that Peninsula College • Will only use the grant monies for capital costs related to the rehabilitation and redevelopment of the Building 202 facility. • Will provide records or accounting information pertaining to the grant monies as requested by the FWPDA or the City. 2. That Peninsula College has received bids and has awarded or is prepared (on receipt of monies from the FWPDA) to award a contract for the rehabilitation and redevelopment of the Building 202 facility, and has funding in place to do the work. 3. That FWPDA agrees the scope of the work for the contract for the rehabilitation and redevelopment of the Building 202 facility meets the terms and objectives of this Agreement including the Recitals to rehabilitate and redevelop Building 202 as part of the implementation of the Lifelong Learning Center vision in the Park. The FWPDA agrees it will • keep the City informed of the status of the Building 2020 project at all times: and • provide records or accounting information pertaining to the grant monies transferred to FWPDA as requested by the City, and comply to the extent possible with any requirements if notified by the City concerning the grant monies 3.5 Existing Plans.lans. More than six years of public participation and planning was completed to develop the Lifelong Learning Center concept. The completion of the Fort Worden Long- range Plan was the culmination of this work. The Long-range Plan represents the foundation of the FWPDA plans for the park and will guide their redevelopment. The FWPDA will support the vision and goals of the Fort Worden State Park Long Range Plan. This plan, five years in the snaking, sets the framework for cooperation and a shared vision for Fort Worden based on preservation, partnerships, and public use. To further accelerate the development of the Lifelong Learning Center concept to on-the-ground (re)development, the FWPDA and City will work to designate the park as a"planned action"under the State Environmental Policy Act. A "planned action" designation pursuant to RCW 43.21C.031 would facilitate specific redevelopment activities by minimizing redundancy in reviewing projects that are consistent with the Long- range Plan. 3.6 Public Outreach. The FWPDA will work in collaboration with the community, state park employees and their representatives, key stakeholder groups and affiliated agencies in developing and carrying out the vision and purposes of the Life Long Learning Center vision and purposes of the Fort Worden State Park Long Range Development Plan (2008) and in all subsequent efforts to further refine a shared operating plan and vision for the park. The FWPDA will identify public outreach opportunities to involve the general public and key stakeholder groups in carrying out its work. The FWPDA will strive to keep the Council and public 6 informed of its activities through periodic press releases, notices, annual reports, and updates on its website. 4. PDA STAFFING AND ADMINISTRATION 4.1 FWPDA Staffing. The FWPDA Board shall determine the scale and nature of the staffing needed for it to accomplish the purposes for which it was chartered and to meet its responsibilities under this Agreement. 4.2 Initial Staffing, Support Services and Funding. The City will identify and provide City staff to function as support staff to the FWPDA, specifically including the City Planning Director and an administrative support person, who will support the FWPDA until the PDA hires staff. The City will also provide support services such as finance, accounting and audit services, website support, copying and legal notices, and real estate transactional support. The amount of time for City staffing and support is subject, in the City's sole determination, to the time that is available given other City responsibilities. 4.3 Self-Sustainability. The FWPDA and the City share the goal that the FWPDA will become self-sustaining, generating sufficient revenue to support its own operations, eventually without City in-kind support and financial assistance. The primary source of City funding to support FWPDA operations will be capital grant monies transferred at the time of start-up to facilitate the Building 202 project and implementation of the Lifelong Learning Center project. Allocation of some Lodging Tax revenues to the FWPDA that are generated by Fort Worden State Park overnight accommodations will be considered by the City during its annual.budget process. Lodging Tax funds would be eannarked for branding and marketing the Park as a Lifelong Learning Center and a destination for overnight visitors. FWPDA operations will need to rely on funds generated by fundraising, grants, or from rents of Fort Worden properties. City of Port Townsend Fort Worden Lifelong Learning Center Public Development Authority , David Timmons, Ci y Manager Cindy Finnic, Boar Chair Dated: , 2012 Dated: - , 2012 Approved as to form City Attorney 7