P I K E P L a C E M a R K

PDA Council Meeting Agenda

Date: Thursday, September 27th, 2018 Time: 4:00 p.m. – 6:00p.m. Location: The Classroom Committee Members: Rico Quirindongo (Chair), Betty Halfon (Vice-Chair), Matt Hanna, David Ghoddousi, Patrice Barrentine, Ray Ishii, Colleen Bowman, Paul Neal, Devin McComb, Mark Brady, Ali Mowry, and Jim Savitt

4:00pm I. Administrative: Chair A. Approval of Agenda B. Approval of the PDA Council Meeting Minutes for August 30th, 2018

4:05pm II. Public Comment Including the Market Community

4:15pm III. Programs and Information Items A. Council Chair Report Chair B. Director Report Mary Bacarella C. Committee Chair Reports D. Other Reports

4:40pm IV. Key Issues Presentation and Discussion Items A. Market Commons First Year Report Christine Craig & Lisa Stirgus B. MarketFront/PC-1 North Development Close-Out Agreement Gerry Johnson and Matt Briefing Hanna C. PDA Council Retreat Agenda Discussion Ted Sive

5:40pm V. Action Items A. Consent Agenda Chair i. Proposed Resolution 18-40: Authorization for Contract Authority – Replacement of Current PPMPDA IT Server Room AC System ii. Proposed Resolution 18-41: Authorization for Contract Authority – Expansion of Current PPMPDA Security Camera System iii. Proposed Resolution 18-42: Authorization for Contract Authority – Replace Roofing System on the Livingston Building iv. Proposed Resolution 18-43: Authorization for Contract Authority – Repair Gutter System on the South Entrance Pergola v. Proposed Resolution 18-44: Lease Proposals September 2018 B. New Business i. Proposed Resolution 18-45: Authorization for the Renewal of Mary Bacarella the Hildt-Licata Agreement ii. Proposed Resolution 18-46: Redeeming of Pike Place Market Sabina Proto Series B Bond

5:50pm VI. Further Public Comment Chair

5:55pm VII. Concerns of Committee Members Chair

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

6:00pm VIII. Adjournment Chair

PDA Council Meeting Minutes

Thursday, August 30, 2018 4:00 p.m. to 6:00 p.m. The Classroom

Committee Members Present: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna

Staff/Consultants Present: Mary Bacarella, John Turnbull, Amy Wallsmith, Eric Bates, Brady Morrison, Kelsey Lindblom, Karin Moughamer, David Dickinson, Matthew Holland, Maggie Mountain, Molly Kirk, Justine Kim

Others Present: JJ McKay, Lillian Sherman, Howard Aller, Bob Messina, Clint Bennett, Jerry Baroh, Joan Paulson, Nick Setten, Tamma Farra, Katya Davida Landau, Haley Land

The meeting was called to order at 4:02 p.m. by Rico Quirindongo, Chair

I. Administrative A. Approval of the Agenda Rico Quirindongo amended the agenda to add Proposed Resolution 18-39: Election of PDA Council Selected Councilmember

The agenda was approved as amended by acclamation.

B. Approval of the July 26, 2018 PDA Council Meeting Minutes The July 26, 2018 PDA Council Meeting Minutes were approved by acclamation.

II. Public Comment Including the Market Community Lillian Sherman thanked everyone for a successful Sunset Supper which raised a record amount of $417,000. Lillian noted on September 17th the Market Foundation is hosting a movie premiere, Kaleidoscope Man, which will be followed by beer at Pike Brewing Company. Proceeds benefit the Safety Net.

Haley Land commented that he appreciated the process for reviewing the Hildt-Licata Agreement. They were good meetings with good attendance and two-way listening. The PDA started with nine recommendations and is currently at one. He feels that Mary, David and John were key people in this process and felt like this process built upon previous conversations. Haley noted the Hildt-Licata was passed without changes in 2008 but that was a time when the Market was going the renovations and it was passed out of fear. This year he thinks the changes are being made out of respect. Haley hopes the PDA Council will pass it unanimously and he made an announcement at rollcall this morning and received a big round of applause.

Joan Paulson handed out two documents, the front page of the petition submitted to the PDA by the daystall community and an article from the Seattle Times on the streetcar. Regarding the Hildt-Licata Joan believes more written comment is being provided during the review process

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

and that should be provided by the PDA. She would like the written comments to be transmitted to City Hall. She thanked the Council for extending the deadline for deciding on the Hildt-Licata. Regarding the streetcar, information is being released on the mismanagement of funds and she hopes the project doesn’t move forward. Joan noted several topics that need to be addressed during the budget process and recommended a savings reserve be established to help with economic hardships. She would like these topics to be discussed at the retreat.

Howard Aller appreciated the page of the petition Joan Paulson provided as it shows names rather than anonymous comments. Howard provided an overview of the history of designing the MarketFront and does not believe there was ever any intention to use the Pavilion exclusively for crafters. He stated he does not believe the MarketFront Pavilion should be included in the Hildt-Licata Agreement.

III. Programs and Information Items A. Council Chair Report Rico Quirindongo began his report by noting the recent Ordinance passed by City Hall to include the Showbox in the Market Historical District for a temporary period of 10 months. The PDA is looking at the implications of this decision. He noted DSA will be attending the Market Connections Committee to talk about the current waterfront shuttle. The PDA Council retreat is scheduled for October 5th and a first draft of the agenda is in the works. Committee make-up is being finalized and it’s very important that there is consistent attendance and participation at the meetings. Rico thanked PDA staff and the community for all their work on reviewing the Hildt-Licata Agreement and there will be more on that later in the meeting. Meetings continued with the Office of the Waterfront regarding Overlook Walk management and security as well as the design. Lastly, Rico mentioned that Ray Ishii will be absent for a couple meetings and Devin McComb will be stepping in to run the Finance & Asset Management Committee meetings until he returns.

Matt Hanna noted the PDA’s reservation for annexing the Showbox into the Market Historic District for fear of unintended consequences from their actions. The current Ordinance was condensed to a small footprint and a shorter duration of 10 months.

Rico Quirindongo clarified his report to include that JJ McKay is not a voting member as he is awaiting mayoral confirmation.

B. Executive Director Report Mary Bacarella provided a report that included the following:

 Mary is working to bring in a facilitator for the upcoming retreat.  The revised Emergency manual is complete and there are upcoming community trainings on September 6th and 13th.  The PDA has met with Hytera regarding the radios recently purchased for the Market and a request has been made guaranteeing the use of the radios and replacement if need be.  Small Business Incubation training will begin in October and the PDA is working with Ventures to schedule those classes/trainings.  MOA for connections to the garage are coming together. Mary has the next meeting tomorrow and will follow-up with more details.

 Mary reviewed the two potential schedules for closing 99, opening the tunnel, and demolition of the viaduct. Betty Halfon asked for a Tenant Alert once the final dates are published.  Mary has no updates on Pike Pine Renaissance.  An update on Market to MOHAI was provided and Mary noted the outreach events that have taken place and the prototype testing taking place along Westlake and in Belltown.  Crowds are starting to wind down at the Market  Parking revenue is up. August 1-26, 2018 revenue was $339,000 (2017 $301,000) and tickets pulled was 28,000 (2017 25,000).  The 2018 budget review and schedule is in the packet.

Colleen Bowman asked for an update on Little Fish. Matthew Holland responded an amended lease was signed that will move forward construction. Mallet will soon start tenant improvements.

Paul Neal asked if there is a date set for when the retreat agenda will be finalized. Mary Bacarella responded she does not have a date set.

Paul Neal asked with regards to the viaduct is one of the plans better for the Market. Mary Bacarella responded the sooner the better as the latter option gets closer to the busy summer months.

Paul Neal asked for an update on the wayfinding projects. Mary Bacarella responded now that Amy Wallsmith is onboard that project will move forward. The parking signage project has been completed and Amy will begin work on the larger signage project.

Rico Quirindongo asked when the next viaduct meeting will take place. Amy Wallsmith responded within the next two weeks and will be working on a positive communication plan for the community.

C. Committee Chair Report Colleen Bowman mentioned the Seattle Aquarium presented on their new Ocean Pavilion and Mary Bacarella provided an update on construction projects taking place around the Market.

Betty Halfon mentioned her committee is staying the same and will find out if JJ and Ali will be joining. A presentation was given on the Hildt-Licata.

Rico Quirindongo noted there was no Finance & Asset Management meeting.

D. Other Reports

IV. Key Issues Presentations and Discussion Items A. Hildt-Licata Renewal Update Mary Bacarella began the presentation with an overview of the process, noting the community comments provided and her appreciation of the process.

David Dickinson reviewed the map of the daystall spaces, which the Hildt-Licata identifies, noting tables declared as farm preferred, craft preferred, and outdoor slabs. David discussed the number of permitted farmers and crafts people, with a 192 total tables, farmers get two tables to crafters one, which means 61 farmers will use 122 tables. That leaves 70 craft preferred tables and the tables are all full. There are about 80 active farmers and 225 active crafts people and the system seems to work well.

Mary Bacarella reviewed the process, noting the three periods that included the initial comment period on the effectiveness of the Hildt-Licata, the first round of recommendations (nine), and the second round of recommendations (four). Mary noted that all communications addressed to the PDA Council were shared with the Council. There were community meetings associated with each round and Mary sat down with smaller groups to discuss these recommendations. The original timeline was adjusted to account for additional anonymous public comment and the timeline has been extended a month to have one more public meeting on September 13th to discuss the final recommendation and the redlined Hildt-Licata Agreement.

Colleen Bowman asked if there is a time and location for the September 13 meeting. Mary Bacarella responded that date may change due to a conflict with the security training taking place on that date. She will work with David Dickinson to either firm up this date or move it to a new date.

Mary Bacarella continued by reviewing the progression of recommendations from the original nine, to four to the final one recommendation. Mary read a statement from the PDA Charter that reads “The PDA will initiate programs to expand food retailing in the Market Historical District, especially the sale of local farm produce…to promote the survival and predominance of small shops, marginal businesses, thrift shops, arts and crafts and other enterprises, activities and services which are essential to the functioning of the Public Market.”

David Dickinson reviewed the map of the MarketFront, noting the differences between the Wood Deck/Plaza, North Pavilion and South Pavilion. There are 17-8’ day tables in the South Pavilion, which can be split into 34-4’ tables. John Turnbull added the South Pavilion is roughly 2,000 sq. ft., a little over 1,000 sq. ft. in the North Pavilion and occupancy is roughly 500 for the whole Pavilion. The three compartment sink is located in the North Pavilion.

Colleen Bowman suggested a map of MarketFront be included in the Hildt-Licata.

Patrice Barrentine appreciated the definition of the space on the MarketFront and asked if a map of the Market was included in past Hildt-Licata Agreements. Mary Bacarella responded there is no map and David Dickinson added it’s defined by description.

David Ghoddousi noted the Hildt-Licata references anyone selling for the day which provides flexibility. Including a map might limit that flexibility.

Colleen Bowman added since MarketFront is a new space with unique programming, a map might be helpful for this agreement.

Mary Bacarella reviewed previous conversations and presentations made to PDA Council, including the 2015 and 2016 Council retreats and a presentation to Market Programs in 2017, in which MarketFront programming was discussed and outlined.

David Dickinson provided examples of programs and events that have taken place in the Pavilion since opening which have included a fundraising performance by Caspar Babypants, craft demonstrations, Market Foundation fundraising events, private events, Seattle Made weekend, Stockings and Stuffers showcasing the craftsline, Arcade Lights, experimental guest artist weekends, tie dye festival, coming up in September Painters, Potters and Printers, and several other types of events.

Mary Bacarella continued by reviewing the themes presented by public comment which included: 1. Stability of the Hildt-Licata Agreement – renew it! 2. Seniority 3. Appreciation for programming featuring the arts and crafts community 4. Any use of MarketFront Pavilion should be consistent, compatible and non-competitive with the existing principles and operations of the Pike Place Market 5. Concerns about capacity

John Turnbull reviewed the average Saturday (high demand) and Tuesday (low demand) use of day tables at the Market. Nobody had been turned away since the MarketFront opened. The charts showed the average of pavilion and inside tables not rented based on 4’ tables. Spring, rainy weekends show the most demand for table space, but even then there is space available. Currently people selling on the Pavilion are getting more space as they get to spread out.

Rico Quirindongo asked for clarification on the dates the data is representing. John Turnbull responded it’s an average of 2017 and partial 2018.

John Turnbull noted that tables are assigned only by seniority. The PDA cannot reserve any spaces for other use under the current Daystall Rules and Regulations.

Mary Bacarella presented the final recommendation which is to amend Section 3 in the Hildt- Licata to read:

“The MarketFront Pavilion shall be used for programs and events which further the purposes of the Pike Place Market PDA Charter. The primary use of the south pavilion will be as craft priority.”

Patrice Barrentine thanked the PDA for a fantastic summary and for adding additional time to the timeline.

V. Executive Session The Council Chair stated that the Council would go into closed session at 5:12 pm to discuss MarketFront Close-Out Issues, the Property Management Report and Review Lease Proposals and return into open session at approximately 5:35 pm.

The Council entered into closed session at 5:13 pm.

A. MarketFront Close-Out Issues, RCW 42.30.110(d) B. Property Management Report, RCW 42.30.110(c) C. Review of Lease Proposals Lease Renewal – Constantino’s Produce, 1509 Pike Place #7 Lease Renewal – Ed Newbold Wildlife Artist, 93 Pike Street #1 New Ownership – Seattle Pizza Company LLC, 1530 Post Alley #7 New Tenant – RC Popcorn LLC/Cobb’s, 1500 Western Avenue Vacancy Report i. Current Lease Negotiations

The Council entered into open session at 5:44 pm.

The Council discussed MarketFront Close-Out issues, the Property Management Report and reviewed lease proposals during the closed session.

VI. Action Items A. Consent Agenda None.

B. New Business

i. Proposed Resolution 18-31: Employee Medical and Dental Coverage 2018-2019 Eric Bates introduced the Proposed Resolution which states:

Betty Halfon moved the proposed resolution and Paul Neal seconded the motion.

For: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna Against: 0 Abstain: 0

Proposed Resolution 18-31 passed by a vote of 10-0-0.

ii. Proposed Resolution 18-32: Authorization for Contract Authority – Emergency Replacement of the Soames-Dunn 20-Ton Chiller Kelsey Lindblom introduced the Proposed Resolution which states:

WHEREAS, the Pike Place Market Preservation and Development Authority (PPMPDA) was chartered by the City of Seattle pursuant to RCW 35.21.730 et. Seq with the mission of promoting enterprises essential to the functioning of the Pike Place Market, including the preservation and expansion of the low-income residential community, the promotion and survival of small businesses , and the expansion of services to the public market and community; and,

WHEREAS, On July 5, 2018 the Soames Dunn chiller stopped working. Repairs were made but were unsuccessful at fixing the solution and it was determined the 30-year old machine was not worth the expense of repairing; and,

WHEREAS, in order to maintain the viability of the Pike Place Market buildings the PPMPDA determined that a 20-ton chiller needed to be replaced and ordered as soon as possible knowing it could take 4-6 weeks to receive the unit and desire to get the air conditioning repaired as soon as possible for those working and visiting the Soames- Dunn building during the hot summer months; and,

WHEREAS, the PPMPDA executed a competitive bid process for the replacement of failed chiller unit responsible for cooling the Soames-Dunn building and Stewart House. The chiller was installed on August 21, 2018 and the project was completed on August 24, 2018.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to approve payment to Horeco & AllPoints Inc. in an amount not to exceed $87,373.22 for the purpose of chiller replacement.

The funds for this project will be drawn from the Capital Projects Budget COMSOA: 163830-00.

Mary Bacarella added this is the resolution mentioned at last month’s council meeting.

Colleen Bowman moved the proposed resolution and Patrice Barrentine seconded the motion.

Matt Hanna provided background on spending resolutions for those councilmembers new to the council.

For: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna Against: 0 Abstain: 0

Proposed Resolution 18-32 passed by a vote of 10-0-0. iii. Proposed Resolution 18-33: Authorization for Contract Authority – Soames-Dunn Western Window Replacement Kelsey Lindblom introduced the proposed resolution which states:

WHEREAS, in order to maintain the viability of the Pike Place Market buildings the PPMPDA has determined that the Soames-Dunn top Western Windows are in need of complete replacement; and,

WHEREAS, the PPMPDA has executed a competitive bid process to replace and restore windows in kind.

NOW THEREFOR BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with SSI Construction in an amount not to exceed $115,484.63 for the complete replacement and restoration of Soames-Dunn Upper Western Windows.

The funds for this project will be drawn from the Capital Projects Budget, 2018 COMSOA – 163829-00.

David Ghoddousi moved the proposed resolution and Ali Mowry seconded the motion.

Matt Hanna asked if historic commission approval will be needed for this work. Kelsey Lindblom responded these windows can be replaced in-kind.

Devin McComb asked is bids were solicited and received from women and minority owned businesses. Kelsey Lindblom responded yes, and in addition the small works rosters was reviewed.

For: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna Against: 0 Abstain: 0

Proposed Resolution 18-33 passed by a vote of 10-0-0. iv. Proposed Resolution 18-34: Authorization for Contract Authority – Install Upper and Lower Roofing Systems on Baker Building Kelsey Lindblom introduced the proposed resolution which states:

WHEREAS, in order to maintain the viability of the Pike Place Market buildings the PPMPDA has determined that the upper and lower roofing system on the Baker Building are at the end of their useful life cycle and in need of replacement; and,

WHEREAS, the PPMPDA has executed a bid process to install new roofing systems on the Baker Building.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with Olympic Roofing in an amount not to exceed $89,841.60 for the purpose of installing upper and lower roofing systems on Baker Building.

The funds for this project will be drawn from the Capital Projects COMLB 163280-00.

David Ghoddousi moved the proposed resolution and Patrice Barrentine seconded the motion.

David Ghoddousi asked what the warranty is for the new roof. Kelsey Lindblom responded it’s a 20 year warranty.

For: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna Against: 0 Abstain: 0

Proposed Resolution 18-34 passed by a vote of 10-0-0. v. Proposed Resolution 18-35: Authorization for Contract Authority – Replace and Restore Economy West Windows Kelsey Lindblom introduced the proposed resolution which states:

WHEREAS, in order to maintain the viability of the Pike Place Market buildings the PPMPDA has determined that the Economy Western Windows are in need of four (4) window replacements and eight (8) window bay restorations; and,

WHEREAS, the PPMPDA has executed a competitive bid process to replace and restore windows in kind.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with Legacy Renovation in an amount not to exceed $161,282.18 for the complete replacement and restoration of Western Economy Windows.

The funds for this project will be drawn from the Capital Projects Budget, 2018 COMECO 163450-00.

David Ghoddousi moved the proposed resolution and Paul Neal seconded the motion.

David Ghoddousi asked if this company has been used before. Kelsey Lindblom responded the company has worked on the western windows before.

David Ghoddousi asked if there is warranty on the windows. Kelsey Lindblom responded she’s not aware of a warranty on the windows but will check on it.

For: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna Against: 0 Abstain: 0

Proposed Resolution 18-35 passed by a vote of 10-0-0. vi. Proposed Resolution 18-36: Authorization for Contract Authority – Leland Window Replacement & Restoration Kelsey Lindblom introduced the proposed resolution which states:

WHEREAS, in order to maintain the viability of the Pike Place Market buildings the PPMPDA has determined that the Leland Unit 78 needs a full window replacement and restoration on additional top Western facing floor units; and,

WHEREAS, the PPMPDA has executed a competitive bid process to replace and restore windows in kind.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with Legacy Renovation in an amount not to exceed $51,908.63 for the complete replacement of Leland 78 Unit windows and restoration of the additional three top Western window bays.

The funds for this project will be drawn from the Capital Projects Budget, 2018 COMLEL 163833-00.

Patrice Barrentine moved the proposed resolution and Colleen Bowman seconded the motion.

David Ghoddousi asked if the Leland windows have been replaced recently. John Turnbull responded that during the renovation the commercial windows were addressed, but not the residential windows.

For: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna Against: 0 Abstain: 0

Proposed Resolution 18-36 passed by a vote of 10-0-0. vii. Proposed Resolution 18-37: Authorization for Contract Authority – Lease Proposals – August 2018 Rico Quirindongo introduced the proposed resolution which states:

Tenant Term Start Date

Constantino’s Produce Five (5) years August 1, 2018 Lina Constantino Fronda

Ed Newbold Wildlife Artist Three (3) Years August 1, 2018 Ed Newbold

Seattle Pizza Company LLC. Five (5) Years September 1, 2018 Babak Ziraknejad

Cobb’s One (1) Years September 1, 2018 RC Popcorn LLC. Erin Cobb & Rowan Ring

Betty Halfon moved the proposed resolution and David Ghoddousi seconded the motion.

For: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna Against: 0 Abstain: 0

Proposed Resolution 18-37 passed by a vote of 10-0-0. viii. Proposed Resolution 18-38: Election of Market Programs Committee Chair and Vice Chair Rico Quirindongo provided background on the names included in the proposed resolution and introduced the proposed resolution which states: WHEREAS, the PDA Council annually elects its officers and approves the appointment of PDA Council Committee Chairs and Vice Chairs for one year terms, and each year the PDA Council selects a member of the Council to serve a four year term subject to approval by the Seattle City Council of such selection; and,

WHEREAS, the PDA Council approved Resolution 13-62 in October 2013 restructuring council committees.

NOW, THEREFORE, BE IT RESOLVED that the PDA Council appoints the following chair and vice chair of the Market Programs Committee for a one year term beginning from August 30, 2018 to June 30, 2019:

Chair Vice Chair Betty Halfon Patrice Barrentine

Mark Brady moved the proposed resolution and Colleen Bowman seconded the motion.

For: Rico Quirindongo, Betty Halfon, David Ghoddousi, Colleen Bowman, Devin McComb, Paul Neal, Mark Brady, Patrice Barrentine, Ali Mowry, Matt Hanna Against: 0 Abstain: 0

Proposed Resolution 18-38 passed by a vote of 10-0-0.

ix. Proposed Resolution 18-39: Election of PDA Council Selected Councilmember Betty Halfon introduced the proposed resolution which states:

WHEREAS, the PDA Council annually elects its officers and approves the appointment of PDA Council Committee Chairs and Vice Chairs for one year terms, and each year the PDA Council selects a member of the Council to serve a four year term subject to approval by the Seattle City Council of such selection; and,

WHEREAS, the PDA Council annually convenes a Nominating Committee to elect PDA Officers, Committee Chairs and Vice Chairs and PDA Council selected appointments set to expire.

NOW, THEREFORE, BE IT RESOLVED that the PDA Council re-appoints Rico Quirindongo as the PDA Council selected member to serve a four year term beginning July 1, 2018 to June 30, 2022.

Patrice Barrentine moved the proposed resolution and Ali Mowry seconded the motion.

For: Mark Brady, Paul Neal, Devin McComb, Betty Halfon, Ali Mowry, Colleen Bowman, David Ghoddousi, Patrice Barrentine, Matt Hanna Against: 0 Abstain: Rico Quirindongo

Proposed Resolution 18-39 passed by a vote of 9-0-1.

VII. Further Public Comment Patrice Barrentine left the meeting at 6:02 pm. Paul Neal left the meeting at 6:07 pm. Matt Hanna left the meeting at 6:09 pm.

Haley Land commented that the recommended change to the Hildt-Licata regarding seniority felt like social engineering and didn’t belong in the Hildt. Second, Haley commented most of

what has taken place on the MarketFront Pavilion has not been a conflict, just the weekends with outside vendors that felt like competition. Third, Haley noted he does not like anonymous surveys but the daystall vendors should feel comfortable speaking up. Anonymous comments allows the conversation to coarsen. Lastly, the next Hildt-Licata renewal will come in 2029 and at that point it will be 47 years old, an accomplishment to be proud of.

Bob Messina requested further clarification on how non-juried guest artists are invited to sell at the MarketFront pavilion. Bob read the suggested change to the Hildt-Licata Agreement and suggested changing the wording of the second sentence to read “The primary use of the pavilion will be as craft priority daytables.” Bob also suggested including some wording that indicates that daystall crafters shall be the primary portal for all craftspeople working and operating in the Market. Lastly, Bob recommended providing a name for the location where people have been selling food on the MarketFront.

Joan Paulson commented that the information provided at the 2015 and 2016 retreats regarding MarketFront programming was provided without any understanding or relationship to the Hildt-Licata Agreement. Mary Bacarella noted that one of the agendas for the retreat noted a conversation on the Hildt-Licata Agreement. Joan Paulson responded that the main point of those retreat conversations was focused on how to design the MarketFront in order to program the space. Joan continued that she would like to see evaluation of MarketFront and does not feel there is a means to measure the success or failure of the stated goals. Evaluation needs to be done on a regular basis.

VIII. Concerns of Committee Members Betty Halfon asked if in the Hildt-Licata changes one of those recommendations was to evaluate the MarketFront programming. Mary Bacarella responded that was one of the early suggestions but was removed after further discussions. Betty Halfon recommends adding some wording on evaluation in another document, but not the Hildt-Licata.

IX. Adjournment The meeting was adjourned at 6:14 p.m. by Rico Quirindongo, Chair

Meeting minutes submitted by: Karin Moughamer, Executive Administrator

Section II:

Programs and Information Items Executive Director’s Report September 2018

Date: September 21, 2018 To: PDA Council From: Mary Bacarella

SUMMARY Summer crowds have died down at the Market but with the good weather and with cruise ships still set to arrive in Seattle through October 10th, we continue to be bustling and sales are steady.

So many great things are happening at the Market with our merchants, crafts people and community:  The Washington state premiere of “Kaleidoscope Guy at the Market,” features our very own Michael Shaw, was presented at the Market Theatre on September 17th. Michael, who has been selling his beautiful and unique kaleidoscopes at the Market for 25 years was the focus of this insightful documentary. The proceeds of the tickets of the two film showings benefitted the Safety Net.  Henry and Jane Kim, owners of Rotary Grocery were awarded Retailer of the Year by the Washington State Lottery.  “Artisan Spotlight” highlighting our creative and talented artists have three great showings and demonstrate the art of painting, pottery and printing. o September 8 Painters featured: . Joe Lamanno . Carol Chen Lord . Stacey Sterling . Ernesto Ybarra . Wais Ali . Leonardo Lanzolla . Charlotte Decker o September 22 Potters features: . Shari Druckman- Roberts of From The Heart Pottery . Mutsuko Mitsui of Flying Cat Creations . Barb Benning of Clay Designs Benning . Allison Moore Peel of Dark Duck Clay Shop . Orna Eliyahu-Oron of Orna's Pottery . Stephanie Shull of Pike Place Pigs . Aaron Murray o September 29 Printers features: . John Sollid . Lynn Rosskamp . Ethan Lind . Kevin Darras  In Seattle Weekly’s Annual Best of Series, more awards: o Jesse Link was voted #1 Best Visual Artist o Can Can Culinary was voted #3 Best Place to Dance

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

 Pike Place Market joined Visit Seattle, CenturyLink, and the Seattle Seahawks for a special Blue Friday Rally on Friday, September 21, in celebration of Sunday’s home opener. Blue Thunder, Walter Jones, Blitz and the Sea Gals paraded down Pike Street to the Market, where they will performed under the Clock and on the MarketFront.  On September 20th Historic Seattle awarded the Pike Place MarketFront the Inspired Expansion Award at their 2018 Preservation Awards.

Work and discussions with the various divisions of the City, SDOT and WSDOT on the many projects we are involved in (Overlook Walk, Viaduct, Waterfront / Alaskan Way garage relocation, skybridge demolition, etc.) continue.

Viaduct Closure update: We are awaiting the demolition plan and communications plan from WSDOT but the timeline at the moment is: 2018  Tentative Oct 13th – The Alaskan Way road switch will happen. This moves the street to in front of the piers.

2019 WSDOT, SDOT and DSA are informing travelers to expect region-wide congestion for up to six weeks as crews complete final connections to and from the new tunnel (starting on January 11).  January 4 - The off-ramp from southbound SR 99 to South Atlantic Street will permanently close (one week earlier than the viaduct)  January 11 - begin the three-week closure (finish building the highway and the eight new ramps that will allow travelers to enter and exit the new tunnel)  Tentatively Feb. 8th – For TWO WEEKS, The new off-ramp from northbound SR 99 to South Dearborn Street will require up to two weeks of additional work after the tunnel opens.  Demolition of Viaduct Feb - July (end of July is worst case scenario, they are working to improve that timeline)

Pike Hillclimb Skybridge demolition update: Now that the date has been finalized for the viaduct we are working with our demolition company and the city to see if we can set a date for demolition this fall. We may be restricted for demo from Thanksgiving to New Years because we are in the moratorium area. If not then we will request the 7 week days (Jan 2-Jan 10th) to get the bridge down before the viaduct demolition.

Other projects are agenda items for this council meeting.

KEY OPERATING METRICS

Commercial Tenant Sales as Compared to Previous Year*

Year to Date Sales (July 2018)** 5%

Restaurants 11%

Food 0%

Mercantile 2%

Operating Income After Required Reserves and Debt Service:

Annual Goal $2,284,224

Year to Date: July 31, 2018 $3,186,685***

Farm and Daystall Attendance

Change from August 2017 to August 2018

Craft -0.2%

Farm 18.5%

*Several charts are also attached highlighting year-over-year sales trends through July 2018 with partial sales reports for August 2018. **Data for both Food and Restaurant are missing two sales reports which may affect overall sales ***Actual performance is $1,593,594 over budget as reflected in preliminary year-end statement.

Operating Statement Total revenue for the end of August was $13,746,931 which is outperforming the budget by 7.1%, while operating expenses continue to be under budget. The result after debt services is $3,186,685 or $1,593,594 over budget. Commercial revenue is over budget by $213,340 due to increases in base rent, common area, percent rent and direct utilities. Garage revenue continues to be over budget and for the period of January – August is 29% higher than the same period in 2017. The Capital Replacement Reserve is $13.3 M.

Farm and Craft Attendance and Revenue Farm revenue and attendance continues to increase over 2017 numbers, with revenue up 22% and attendance up 18.5%. Vendor sales on the MarketFront continues to perform strong with $5,210 in revenue for the summer. Revenue at remote farmers markets continues to grow and is currently 16% greater than 2017. Denny Regrade is up 40.6% and First Hill up nearly 44%. The Farm Development Team hosted four workshops/trainings for farmers, held five issue/advocacy trainings and visited one farm. Daystall attendance remains steady compared to 2017 and revenue has increased by 6.1%. Five new craft permits were issued. The daystall community hosted Tie Dye and Beyond on the MarketFront and received great feedback and attendance. Two crafters sold their products while four crafters participated in a fashion show and one hosted tie dye demonstrations.

MARKET PROGRAMS Marketing

 Promoted Market businesses and activities via the website and social media, and in August there was a total of 289,633 Facebook likes, Twitter followers remained flat while Instagram followers increased 4%. Both mobile and website traffic dropped but remained strong with a total combined 371,128 visits. This may be due to online ads driving traffic to Facebook.  19 filming inquiries with 10 executed, including NBC Nightly News, KOMO 4, Crazy Rich Asians, Q13, Superintelligence, BuzzFeed News, Cooking Light, BYUTV and Japan Airlines SKYWARD.  The call for Holiday Gift Guide items is out with a deadline for submissions set for September 30th.

Market Programs Committee - Key Actions and Discussions  The 2018-2019 Education calendar, listing all the schools that will be participating in on-site and off-site education programs, was provided. Amy Wallsmith and Scott Davies will be diving into metrics to understand areas for improvement.  Pike Box CSA marketing metrics were reviewed and showed that the goal of 250 subscriptions was met and 48% of people purchasing a subscription live 10-20 miles from the Market (4% live within 5 miles)

FINANCE AND ASSET MANAGEMENT Finance and Accounting Department  Processed all payables and receivables  The 2019 budget process continues and the first draft of the revenue and expense budget has been submitted by managers and leadership  State audit to begin in late September

Residential  Vacancy rate continues to be less than budgeted  Slight increase in vacancies due to move-outs and significant repair work required on several units  Market House HUD Management, Operations and Records audit completed September 6

Commercial  LoPriore Brothers completed purchase sale agreement. New owner will keep same concept but will reinvest in a redesigned business.  Barque Brontes construction is proceeding and on track for substantial completion of September 29th.  Choukette purchase and sale agreement complete. Cobb’s (specialty popcorn) is expected to be open November 2018.

Capital Projects  Soames-Dunn chiller replaced restoring AC to commercial tenants.  Fire Department Inspection of the LaSalle Emergency Responder to occur in the next few weeks. The Fairley Emergency Responder has one remaining antenna to install before testing.  Approval of five capital projects resolutions at the August council meeting

Parking  Garage revenue continues to be over budget, however totals are starting to be the same as the same period last year. September to date resulted in $177,840 (2017 $177,489) with 15,115 tickets pulled (2017 15,491).  Electric car stall chargers being upgraded at no charge.  Seasonal staffing has ended and year-round staff are now handling all duties

Maintenance & Facilities  A new contractor for the Livingston Baker fire rebuild is being considered  Testing of new digital radios continues  LaSalle pre-REAC inspection repairs completed  Constituency office storefront buildout completed on Downunder level three  Recycling volumes for mixed recycling and food waste is estimated to be on par with July numbers, but as of the drafting of this report, invoices have not been received. 28 tons of fish ice was melted in August, down from 33 tons in July.

Security  Community Emergency Response trainings were held in August and September  Conducted routine patrols and provided support for filming and events  Responded to calls for service in the Market, fire alarms and requests for assistance  Continued patrol of MarketFront residential and Western Ave

Finance and Asset Management Committee - Key Actions and Discussion  Five Proposed Resolution were moved to Consent Agenda: 18-40, 18-41, 18-42, 18-43, 18-44

MARKET CONNECTIONS  Commute Seattle provided an overview of the DSA waterfront shuttle routes and the ridership to date.  A representative of Washington State Ferries provided an overview of the Colman Dock renovation project, which will replace pilings under the dock, build new terminals, and is set to be completed in 2023.

PDA Employee September 2018 Anniversaries: 28yrs David Ott Maintenance 24yrs Scott Davies Marketing 23yrs Wayne Porter Maintenance 15yrs Daniel Reddin Facilities 9yrs Fritz Scharer Security 8yrs Diego Sanchez Facilities 4yrs Sarah Leaptrot Commercial 1yr Justin Nordine Facilities

METRIC 1 Commercial Sales Comparison (thru July 2018)

PREVIOUS YEAR

Reported Sales Food Reported Sales Mercantile

Reported Sales Restaurants 2019 Budget Review and Approval Schedule

Date / Time / Location Participants Activity

4:00 PM- Finance and Asset PDA Finance and Asset Management Committee Regular Meeting 6:00 PM Management 9/18 Budget discussion, goals, and direction with Finance and Asset Management Committee The Committee Tuesday members. Classroom & Staff

4:30 PM- Community Budget Meeting 5:30 PM PDA Staff PDA staff will give an overview of 2019 programs, discuss the opportunities and 10/11 The & Community challenges that will effect the 2019 budget, and hear the public's ideas and comments on

Thursday Classroom Market needs that effect the budget.

3:00 PM- Finance and Asset 6:00 PM Management PDA Finance and Asset Management Committee Regular Meeting 10/16 The Committee Presentation of 2019 Proposed Final Budget.

Tuesday Classroom & Staff

Special Finance and Asset Management Committee Meeting Budget Finance and Asset 4:30 PM - Management Discussion & Public Comments 5:30 PM 11/1 Committee Finance Committee members and staff will discuss recommended changes to the 2019 The Budget as presented to the FAM Committee on 10/16/2018. Committee will also hold Thursday Community Classroom Staff public hearing for tenants and public to ask questions, make comments, or offer suggestions on 2019 Proposed Budget.

Finance and Asset PDA Finance and Asset Management Committee Regular Meeting 4:00 PM- Management Additional public comment, and report on public dialogue feedback; Committee 6:00 PM 11/13 Committee discussion and direction provided to PDA staff for recommended changes to the 2019 The Tuesday Community Proposed Budget; Committee adopts final recommended 2019 Budget and Budget Classroom Staff resolutions for consideration by Full Council.

4:00 PM- Regular PDA Council Meeting 6:00 PM PDA Council 11/29 Full PDA Council reviews Finance & Asset Management Committee recommendations The Staff

Thursday and adopts 2019 Final Budget. Classroom

Section I PDA Council & Committees 2018-2019 Standing Committees

PDA Council: Rico Quirindongo (Chair), Betty Halfon (Vice-Chair), Mark Brady (Secretary/Treasurer), Matt Hanna, David Ghoddousi, Patrice Barrentine, Ray Ishii, Colleen Bowman, Paul Neal, Devin McComb, JJ McKay and Ali Mowry.

Executive Rico Quirindongo – Chair, PDA Council Colleen Bowman – Committee Chair, Market Connections Betty Halfon – Committee Chair, Market Programs Ray Ishii – Committee Chair, Finance & Asset Management David Ghoddousi – Officer at Large Matt Hanna – Officer at Large

Market Connections Market Programs Colleen Bowman – Chair Betty Halfon – Chair David Ghoddousi – Vice Chair Patrice Barrentine – Vice Chair Devin McComb Colleen Bowman Mark Brady David Ghoddousi Matt Hanna Paul Neal JJ McKay Mark Brady Ali Mowry Ali Mowry

Finance & Asset Management Ray Ishii – Chair Devin McComb – Vice Chair Patrice Barrentine David Ghoddousi Paul Neal JJ McKay Mark Brady

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101 Updated August 2017 From: David Dickinson To: Karin Moughamer Subject: FW: Final Staff Recommendation RE Hildt-Licata Renewal Date: Tuesday, September 18, 2018 9:49:26 AM Attachments: Hildt-Licata Agreement Redline 2018.pdf

From: David Dickinson Sent: Monday, September 17, 2018 5:27 PM Cc: Market Masters Subject: Final Staff Recommendation RE Hildt-Licata Renewal

Greetings Daystall Artists and Craftspeople,

Please see the following letter from PDA Executive Director Mary Bacarella regarding the Hildt-Licata renewal process. Thank you for all of your thoughtful input and engagement of this important review.

David

September 17, 2018

RE: Staff Final Recommendation RE. Renewal of Hildt-Licata Agreement

Dear Daystall Community member,

Over the last few months we have had a very thorough dialogue with the stakeholders in the Market’s Daystall community about the stability provided by the Hildt-Licata Agreement in the context of its renewal for another 10 year period. These discussions further underscore our understanding of how important a foundation this agreement has been to the daystall vendor community. As we prepare to renew the Hildt-Licata Agreement for another decade, we’d like to reiterate our appreciation for all of you involved in making the Pike Place Market Craft Program unique in the world of handmade craft venues. We are proud to work in support of a program that features such an exceptional line up of committed, professional artists and craftspeople. Thank you for your engagement and your thoughtful contributions to this review process which have directly supported its successful outcome.

As we reflect on this last decade of the Hildt-Licata Agreement, we note that our program has seen some significant advances that support the overall success our crafts line:

· We’ve established regular dialogue, community input and increasing community involvement in the direction of program growth and development · We’ve worked with the community to make rule changes that better support long- term senior vendors, carefully balanced with rule changes to better support incoming new vendors · We’ve Increased and focused the marketing and promotion of Daystall Crafts · We’ve seen a successful collaborative partnership continue to grow between the PDA and crafts community · We’ve expanded educational and peer-mentoring programs that provide opportunity for further professional development for daystall artists and craftspeople · And, we’ve worked through annual rules review the screening committee to strengthen standards for handmade craft to support our crafts line’s prominence and status, both in terms of our region and beyond In the long and serious discussion we have had with you this summer, we have been reminded of the many challenges that face our Daystall Craft Program in the decade ahead and beyond:

· Issues of affordability for local live/work space as real-estate costs escalate · Changing generations, demographics and habits of shoppers · A rapid shift to online shopping · Increased pressure from handmade imports · Increased competition from outside handmade craft venues · New technologies that compete with handmade techniques for public interest Throughout this review process, we have truly enjoyed the level of thoughtful discussion with you, and we are pleased with the result. Our single recommendation for renewal of the Hildt Licata agreement establishes a priority use of the new Market Front pavilion for craft priority daystalls, while making it possible to schedule innovative programming to support Market objectives year round. Attached to this email you will see a pdf file of a red-line edit of the Hildt showing this passage in context, along with a couple of minor technical updates. Approval will:

· Significantly increase craft priority selling areas in the Market · Greatly diminish the risk of “turn-away” days for newer vendors · Preserve ability to thoughtfully balance use of Pavilion for craft tables with other uses of Pavilion to promote Daystall Crafts and other sectors of the Market in innovative new ways This effort to advance the success of the craft program will not end with the Hildt-Licata renewal. Staff will continue to promote increased involvement of Daystall community members with program efforts, including the planning, development, participation in and evaluation of craft promotion/advancement projects.

As in past years, the Hildt-Licata provides a steady foundation for the success of our program, and our best assurance for a prosperous future is to continue on our current trajectory of PDA and community partnership in order to further advance handmade arts and crafts at Pike Place Market.

Thank you again for your efforts to support and advance handmade crafts in the Pike Place Market daystalls.

Sincerely,

Mary

Judy Barbour/jbb City-PDA Agreement extension October 24, 2008 Version #2

EXHIBIT A 1 2 RENEWAL AND RESTATEMENT OF AGREEMENT BETWEEN THE CITY OF SEATTLE AND THE PIKE PLACE MARKET PRESERVATION AND DEVELOPMENT AUTHORITY 3 4 This Renewal and Restatement of Agreement is made by and between The City of Seattle 5 (“the City”), a municipal corporation of the State of Washington and the Pike Place Market 6 7 Preservation and Development Authority (“Authority” or “PDA”), a public authority. 8 WHEREAS, pursuant to Ordinance 100475 the citizens of Seattle created the Pike Place

9 Market Historical District and expressed their desire to preserve the historical character of the 10 District; and 11 WHEREAS, The City acquired and rehabilitated much of the Market and the surrounding 12 13 area; and

14 WHEREAS, pursuant to Ordinance 103387 and RCW 35.21.725-.755, The City chartered 1155 the Authority to rehabilitate, own and operate certain portions of the Market; and 16 WHEREAS, the City transferred to the Authority most of the property acquired by the 17 18 City in the Market Historical District; and 19 WHEREAS, as authorized by Ordinance 111236, in 1983 the Authority and The City

20 entered into an agreement commonly known as the “Hildt Agreement” establishing policies and 21 guidelines for the operation of those portions of the Market owned by the Authority; and 22 WHEREAS, as authorized by Ordinance 119382, in 1999 the Authority and the City 23 24 entered into the Hildt-Licata Agreement, a ten-year extension of the Hildt Agreement, as 25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 3 28 29

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amended to provide guidelines for the management of the Market daystalls, including use of the 1 2 farm tables; and

3 WHEREAS, as authorized by Ordinance 122864, in 2008 the Authority and the City 4 agreed to an additional 10 year extension of the Hildt-Licata Agreement; and 5 WHEREAS, the Authority, Market merchants, farmers, craftspersons, performers, other 6 7 vendors, and Market residents, as well as the public have benefited from the clarification of 8 Market operations provided by the Hildt-Licata Agreement; and

9 WHEREAS, the PDA Council has reviewed the effectiveness of the Hildt-Licata 10 Agreement in the 10 years prior to 2018 and finds that the Hildt-Licata Agreement should be 11 renewed, for another 10-year term, with minimal change except to update the list of 12 13 grandfathered vendors (Appendix A) and to identify the additional space which may be used for

14 daystalls in the MarketFront Pavilion (Appendix B). Now, therefore, the parties agree as follows: 1155 WHEREAS, the report (Attachment A hereto) on the effectiveness of the Hildt-Licata Agreement Formatted: Indent: First line: 0" 16 states that discussions and public meetings in 2007-2008 between the PDA and the various 17 18 Market constituencies resulted in unanimous agreement that the Hildt-Licata Agreement should 19 be renewed, unchanged, for another 10-year term, and the PDA Council agreed and by

20 Resolution 08-45 (Attachment B hereto) requested the Seattle City Council to concur: Now, 21 Therefore, the parties agree as follows: 22 Section 1. Purpose. The purpose of this agreement is to preserve the historic qualities of 23 24 the Pike Place Market, assure its economic viability, and promote good management and

25 harmonious relationships among Market users. This objective is to be accomplished by 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 4 28 29

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encouraging to the extent possible: (1) the sale of fresh produce by farmers; (2) the traditional use 1 2 of the Market as an incubator for small businesses of all kinds but especially those that involve

3 the sale of items personally crafted by the seller; (3) the sale of goods affordable to low and 4 moderate-income people; (4) a variety of social services and housing opportunities for City 5 residents, especially those with low incomes; (5) a mix of businesses which will provide a variety 6 7 of goods and services particularly to Seattle residents but also to visitors; and (6) performances 8 by a variety of musicians, entertainers and artists.

9 Section 2. Definitions. Unless the context requires a different interpretation, the 10 following words and phrases shall be given the meanings specified below. 11

12 13 "Artists and Craftspersons" means those individuals, as defined in the rules and regulations of the

14 Authority, who sell permitted merchandise from the daystalls. 1155

16 "Authority" means the Pike Place Market Preservation and Development Authority. 17 18

19 "Daystall" means any space, booth, stand, table, box, shelf, or other device rented by the day Commented [KM2]: Daystall was spelled both “daystall” and “day stall” throughout this document. For consistency, all instances of “day stall” were replaced with “daystall” 20 from the Authority for the purpose of selling or offering for sale any article or service in the 21 Market. Two daystalls assigned to a farmer shall constitute a standard Farm Table; one daystall 22 assigned to an artist or craftsperson shall constitute a standard Craft Table. 23 24 25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 5 28 29

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"Farmer" means those persons, as defined in the rules and regulations of the Authority, who grow 1 2 or produce and sell permitted farm products from the daystalls.

3 4 “Fresh Produce” means permitted farm products that are edible, freshly harvested, perishable in a 5 short time period once offered for sale, and sold in raw not processed form-- especially fruits 6 7 and/or vegetables. 8

9 "Grandfathered Vendors" means those persons not qualifying as "farmers" or "artists and 10 craftspersons" who have been selling the same merchandise in continuous operation in the 11 Market since the day their stall areas were acquired by the City in 1974. A list of those persons 12 13 found to qualify under this definition, and the merchandise they have been selling continuously

14 since 1974, is attached hereto as Appendix A. 1155

16 "Historic Commission" means the Pike Place Market Historical Commission as defined in 17 18 Section 3 of Ordinance 100475 (section 25.24.030 of the Seattle Municipal Code), now or as 19 hereafter amended.

20 21 "Historic District" means the Pike Place Market Historic District as defined in Section 2 of 22 Ordinance 100475 (Section 25.24.020 of the Seattle Municipal Code), now or as hereafter 23 24 amended.

25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 6 28 29

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"Market" means those portions of the Historic District now owned, used or hereafter acquired by 1 2 the Authority.

3 4 "Market Master" means the Executive Director of the Authority or his or her designee. 5

6 7 "Merchant" means any person leasing retail or commercial space from the authority other than 8 daystall space.

9 10 "Performers" means any person or group of persons who plays musical instruments, sings, 11 dances, speaks, or otherwise provides entertainment in the Market other than in space leased to 12 13 merchants when payment or donations are sought or received for such performances.

14 1155 "Permitted Farm Products" means those items of edible farm products, cultivated cut flowers, or 16 rooted nursery or bedding plants grown or produced by the seller, as further defined in the rules 17 18 and regulations of the Authority. 19

20 "Permitted Merchandise" means those articles and services personally created by the seller, as 21 further defined in the rules and regulations of the Authority. 22

23 24 25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 7 28 29

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"Supplemental Farm Products" means edible or inedible cultivated or wild plants of the type 1 2 traditionally sold by farmers in the Market as supplements to their sales of permitted farm

3 products, as further defined in the rules and regulations of the Authority. 4

5 “Seniority” means the number of years a farmer or craftsperson has maintained a permit to sell in 6 7 the Market and the frequency of attendance of the permitholder, as further defined in the Daystall 8 Rules and Regulations. Seniority is an administrative tool used in the assignment of daystall

9 space and the calculation of seniority may differ by priority group. Seniority shall not confer a 10 guarantee of space or specific daystall location to the permitholder. Seniority shall rest with the 11 permitholder based on compliance with rules and regulations, and as such, may not be assigned, 12 13 shared or transferred other than as permitted in the Daystall Rules and Regulations.

14 Section 3. Use of Market Space. The distribution of daystall space in the Market shall be 1155 as follows: 16 A. All daystall space in the Market other than on the Desimone Bridge, the west side of 17 18 the Market arcade north of the Desimone Bridge and the slabs between the arcade and Virginia 19 Street shall be farm priority tables where farmers selling permitted farm products have first

20 priority. Farmers may also sell supplemental farm products subject to restrictions on the time and 21 the amount established by the rules and regulations of the Authority. In establishing such 22 restrictions, the Authority shall take into consideration traditional practices and the traditional 23 24 distinction between the growing season and the off-season. 25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 8 28 29

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B. All daystall space in the Market on the Desimone Bridge, on the west side of the 1 2 arcade north of the Desimone Bridge and outside slabs between the arcade and Virginia Street

3 shall be craft priority tables where Artists and craftspersons selling permitted merchandise and 4 grandfathered vendors selling the merchandise set forth in Appendix A shall be given first 5 priority for space. 6 7 Artists, craftspersons and grandfathered vendors shall have second priority for selection of space 8 on farm priority tables, farmers shall have second priority for selection of space on craft priority

9 tables. 10 C. The MarketFront Pavilion shall be used for programs and events which further the 11 Purposes of the Pike Place Market PDA Charter. The primary use of the south portion of the 12 13 pavilion will be as craft priority day tables.

14 DC. Daystalls shall be of approximately uniform frontage (taking account of 1155 architectural features) of not less than four feet which shall be established by the Authority by 16 regulation. The Authority shall establish a rental schedule for rental of daystalls; individual 17 18 farmers, artists, grandfathered vendors, or craftspersons may rent one or more adjoining stalls as 19 permitted by the rules and regulations of the Authority. When a user rents more than one

20 daystall, the rental rate for the additional daystall or stalls may be different from the rental rate 21 for the initial daystall; provided, however, that the rental schedule shall not discriminate between 22 individual farmers, artists, craftspersons, or grandfathered vendors. 23 24 ED. All farmers shall be assigned a standard space of two adjoining daystalls. Farmers

25 selling a diversity of fresh produce may be assigned three adjoining daystalls, if surplus daystalls 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 9 28 29

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for which farmers have first priority are available with all farmers assigned two daystalls. During 1 2 the Holiday season, farmers may be limited to one table if, in the estimations of the Market

3 Master doing so would benefit the seller community and consumers without undue hardship on 4 the farmer. 5 FE. The Authority shall adopt rules and regulations governing daystall use, consistent 6 7 with the requirements of the this Agreement, to determine: (1) the application and qualification 8 requirements for daystall use, which shall include proof and periodic verification that the seller is

9 a farmer, artist, or craftsperson, if the seller so contends; (2) the method by which daystall space 10 will be assigned to individual farmers, artists, craftspersons, grandfathered vendors and other 11 vendors, including the application of seniority in the assignment of daystall space and 12 13 procedures for suspension or revocation of daystall use privileges for violations of the terms of

14 this Agreement or the rules and regulations promulgated by the Authority; (3) the methods for 1155 distribution of unassigned daystall space in the off-season after assignment of the standard 16 farmtables and crafttables; (4) the terms and procedures under which daystall users may use 17 18 employees or agents to represent them; and (5) consistent with the requirements of the 19 Commission, the time and manner in which goods will be displayed. At the time that the

20 Authority gives notice to the public of such proposed rules and regulations and rules and 21 regulations proposed for adoption pursuant to Section 3 and 6 of this Agreement, the Authority 22 shall submit to the Historic Commission a copy of such proposed rules and regulations. At or 23 24 before the final public hearing on the proposed rules and regulations, the Historic Commission

25 may transmit proposed modifications, deletions, or alternative regulations ("changes") to the 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 10 28 29

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Authority. The Authority may accept or reject the Historic Commission's changes except as 1 2 provided below; provided, however, that if it rejects such changes, it shall provide the Historic

3 Commission with a statement in writing setting forth the reason for the Authority's rejection of 4 the Historic Commission's changes. 5 The Authority must, prior to adoption, secure the Commission's approval of any rule or 6 7 regulation defining or altering the definition of any term as provided in Section 2 of this 8 Agreement. In taking action to approve or disapprove any proposed changes to these definitions,

9 the Commission shall refer to its enabling ordinance, guidelines and administrative procedures. 10 Section 4. Sanitation Regulations. All places where food is stored, sold or handled in the 11 Market shall be constructed, maintained and operated in a sanitary manner in accordance with the 12 13 requirements of all applicable state laws, City ordinances and rules and regulations of the

14 Authority. 1155 Section 5. Sale of Food and Goods – Misrepresentation Prohibited. All food offered or 16 sold to the public in the Market must be safe, wholesome and from approved sources in 17 18 accordance with the provisions of Ordinance 92987 and other applicable laws and regulations, as 19 now or hereafter amended. It is not permitted to sell or offer for sale anything that is of a filthy,

20 unwholesome, or deleterious nature; or to resort to trickery, concealment, artifice, or untruth for 21 the purpose of concealing or misrepresenting, or to conceal or misrepresent the true quality, size, 22 weight, number, volume, or value of produce, goods, wares, or merchandise sold or offered for 23 24 sale; or to resort to any unfair dealings or to cheat any person in any manner whatsoever; or to

25 treat any person in a rough, vulgar, profane, or abusive manner. 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 11 28 29

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Section 6. Performers and Performances. The Market Master shall issue permits to 1 2 performers for performances in the Market subject to the following requirements:

3 A. Application shall be made in writing upon a form prescribed by the Market Master 4 that may require all information reasonably necessary to identify the applicant and to allow 5 assignment of locations and times for performances in the Market. 6 7 B. If the Market Master is satisfied that the facts set forth in the application are true, and 8 if the applicant executes a statement stating that he or she will comply with the applicable

9 provisions of this Agreement, a permit, which shall not be transferable, shall be issued subject to 10 suspension or revocation for material change in the matters set forth in the application, for 11 violation of this Agreement or Authority rules and regulations, or for violation of City ordinances 12 13 or state law. A reasonable permit fee may be charged.

14 C. Permits when issued shall be evidenced by a badge that shall be worn or displayed by 1155 the performer in plain view at all times during a performance. 16 D. Permits shall be valid for the calendar year in which the permit is issued unless 17 18 revoked by the Market Master as provided below. A performer shall be entitled to only one 19 permit, which shall not be transferable.

20 E. The Authority shall enact rules and regulations specifying what portions of the Market 21 may be utilized for performances and the conditions under which such performances may occur, 22 including but not limited to the assignment of spaces and times to performers holding valid 23 24 permits, and restrictions on the number of performers allowed at the various places. No 25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 12 28 29

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performer shall actively solicit donations by word of mouth, gestures, mechanical devices, or 1 2 second parties.

3 Section 7. Suspension or Revocation of Performance Permit. 4 A. The Market Master may suspend a performance permit for a period not to exceed 5 sixty days if the holder thereof violates any provision of this Agreement or any rule or regulation 6 7 promulgated under authority of this Agreement, and for a second or any subsequent violation 8 within a period of twelve months or for a violation of City ordinances or state law, the Market

9 Master may suspend or revoke a performance permit. A performer whose permit has been 10 revoked shall not be allowed to apply for a new permit until the expiration of 12 months from the 11 date of the revocation. 12 13 B. The Market Master may suspend or revoke any performance permit secured by fraud,

14 concealment or misrepresentation of fact. 1155 Section 8. Appeals. Any merchant or applicant for merchant space denied the 16 opportunity to lease space or whose lease is cancelled or revoked, and any person denied a 17 18 daystall or performance permit or whose daystall or performance permit is suspended or revoked, 19 and any person aggrieved by the Market Master's allocation of spaces and times for performances

20 or daystall use may have such decision reviewed by the Authority Council. The Authority 21 Council shall establish a procedure and mechanism for conducting such appeals, which shall 22 include notice to the aggrieved party and a public hearing which shall be before the Authority 23 24 Council or a committee of the Authority, which shall contain at least one member of the 25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 13 28 29

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Authority Council. If the hearing is conducted by a committee, the findings of the committee 1 2 shall be transmitted to the Authority Council, which shall make the final decision.

3 Section 9. Grievances. The Authority shall establish a procedure for receiving and 4 addressing the grievances and concerns of all users of the Market, including both sellers and 5 consumers, that are not appealable under Section 8 of this Agreement. Such procedure may 6 7 include the participation of the Historic Commission and/or the Pike Place Market Merchants 8 Association. The Authority shall establish and maintain a "Concerns and Information" office or

9 booth which shall be explained and identified as to location by signage placed in conspicuous 10 locations in the Market. The Concerns and Information office or booth shall be open during the 11 ordinary working hours of the Market and shall contain a weighing scale for the use of Market 12 13 consumers. The Authority shall take action as appropriate to attempt immediate resolution of

14 any grievances or concerns, and if immediate resolution is not possible, shall notify the affected 1155 person of his or her further avenues for relief and rights under this Agreement and the Authority's 16 rules and regulations. 17 18 Section 10. Responsibilities of the Authority. The Authority shall be responsible for 19 management and control and for assuring the economic viability of the Market. The Authority

20 may designate, with prior approval of the Historical Commission, farmer and craft "overflow" 21 space, in addition to designated daytables, in order to optimize selling opportunities for 22 permitholders during times of peak space demand. The Authority may, if requested, enter into a 23 24 cooperative agreement or contract with the Historic Commission under which the Authority

25 would be responsible for implementation of street use and street performer guidelines and 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 14 28 29

Judy Barbour/jbb City-PDA Agreement extension October 24, 2008 Version #2

permitting procedures established by the Historic Commission pursuant to Ordinance 100475, as 1 2 amended. In carrying out its responsibilities, the Authority shall be governed by the duly

3 promulgated policies and determinations of the Historic Commission regarding use and design of 4 Market property. The Authority may enact rules and regulations for all Market areas and all 5 aspects of Market operations as are not in conflict with City ordinances or rules or regulations of 6 7 the Director of Public Health. In adopting rules and regulations the Authority shall follow the 8 notice and public hearing procedures contained in the Administrative Code of the City of Seattle

9 (sections 3.02.030-.060 of the Seattle Municipal Code), now or as hereafter amended. 10 In January 1985 and each January thereafter, the Authority shall solicit the opinions of farmers, 11 artists, craftspersons, performers, merchants, Market residents, Historic Commission members, 12 13 and other members of the public and Market community concerning the effect and effectiveness

14 of its rules and regulations. 1155 Based upon such review, the Authority shall determine whether modifications of its rules 16 and regulations are necessary. If the Authority determines that modifications are needed, it shall 17 18 make such modifications consistent with the requirements of this Agreement. 19 Section 11. Prohibited Activities. It shall be prohibited for any person to sell

20 merchandise or produce any kind or provide services or entertainment of any description or use 21 any device for the reproduction or amplification of sound in the Market unless specifically 22 authorized to do so by lease or permit issued by the Market Master. Furthermore, it shall be 23 24 prohibited to disobey any lawful order of the Market Master to vacate any space, discontinue the 25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 15 28 29

Judy Barbour/jbb City-PDA Agreement extension October 24, 2008 Version #2

sale of any produce or merchandise, cease any performance, or otherwise refuse to comply with 1 2 the terms of this Agreement or any City ordinance or any Authority rule or regulation.

3 Section 12. Severability. If any provision of this Agreement shall be held invalid, the 4 remaining provisions shall not be affected. 5 Section 13. Savings Clause. All existing rules and regulations of the Authority on the 6 7 subjects of this Agreement shall continue in effect; provided, however, that the Authority shall 8 enact or reenact rules and regulations consistent with this Agreement within ten months of the

9 effective date of this Agreement. 10 Section 14. Term. This Agreement shall have a term of ten years until April 30, 20219. 11 No less than 180 days prior to April 30, 20219, the Authority shall submit to the Market 12 13 Commission, the Seattle City Council, and the Mayor, and make available to the public, a report

14 on the effectiveness of this agreement in establishing a standard for the administration of the 1155 Market daystalls. The report of the Authority shall contain specific recommendations for 16 establishment of suitable and appropriate standards for the future operation of the Market 17 18 Daystalls to achieve the purposes of the PDA Charter and Historical District Ordinance, 19 including whether the Agreement should renew as is, renew with changes, or terminate.

20 Section 15. Notices. Any notices given or required under this Agreement shall be 21 deemed received three days after placement in the United States mail, postage prepaid, and 22 addressed as follows: 23 24 To the Authority:

25 Pike Place Market Preservation and Development Authority 85 Pike Street, Room 500 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 16 28 29

Judy Barbour/jbb City-PDA Agreement extension October 24, 2008 Version #2

Seattle, WA 98101 1 Attention: Executive Director 2

3 To the City: 4 The City of Seattle 5 Office of Policy & ManagementIntergovernmental Relations P.O. Box 947465 6 Seattle, WA 98124-47465 7 Attention: Public Development Authority Coordinator 8 with a copy to:

9 Chairperson, Planning, Land Use andFinance and Neighborhoods Committee 10 Seattle City Council P.O. Box 34025 11 Seattle, WA 98124-4025

12 Section 16. Amendments. Any amendment to this Agreement shall be approved by the 13 Seattle City Council by ordinance. 14 IN WITNESS WHEREOF, the parties have executed this Agreement effective the date 1155 16 when it is signed by both Parties, after authorization by each Party’s respective governing body.

17 18 THE CITY OF SEATTLE PIKE PLACE MARKET PRESERVATION 19 AND DEVELOPMENT AUTHORITY

20 21

22 Gregory J. NickelsJenny A. Durkan Carol BenderMary Bacarella 23 Mayor of Seattle Executive Director

24 Date:______Date:______25 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 17 28 29

Judy Barbour/jbb City-PDA Agreement extension October 24, 2008 Version #2

1 2 (Ver. 2 )

3 Appendix A: List of Grandfathered Vendors.

4 Appendix B: Map of Daystall Areas as of September 2018 5 Attachment A: Report by the Pike Place Market Preservation & Development Authority PDA to 6 the City of Seattle pertaining to the “Hildt-Licata Agreement” and extension thereof. 7 Attachment B: Pike Place Mmarket Preservation & Development Authority PDA Resolution: 8 108-45xx – Authorization for Renewal of the “Hildt-Licata Agreement” as published with no amendments. 9 10

12 13

1155

17 APPENDIX A 18 Robert Knudson – miscellaneous novelty items and turquoise jewelry. 19 DavidMichael, Peter, and Jody Schnaiiable – Mexican shirts, blouses, shawls, sweaters, blankets, 20 pipes, jewelry, sandals, chess sets, trays, boxes and candle holders. 21 Susan Chen Kuo – Chinese jade rings, brooches, silver heishi chokers, shell heishi, coral and 22 turquoise rings and earrings.

23 Betty Bennett – costume jewelry, ponchos and miscellaneous small gift items. 24 Bob Crew and Deanna Lunder – belt buckles. 25 Formatted: Centered 26 27 Form Last Revised on December 31, 2007Draft 09.13.18 18 28 29

Judy Barbour/jbb City-PDA Agreement extension October 24, 2008 Version #2

APPENDIX B 1 Map identifying Pike Place Market locations referenced in this Agreement 2 3 4 5 6 7 8 9 10 11 12 13 14 1155 16 17 18 19 20 21 22 23 24 25

26 27 Form Last Revised on December 31, 2007Draft 09.13.18 19 28 29

Section III: Key Presentations &

Supporting Documents

September 2017 - August 2018 2017-2018 Year Report Desk Interactions - 6,155 Total Interactions - 10,916 September 2017 - August 2018 Activity Attendees - 4,761

* Social Service ACTIVITIES* ACTIVITIES BREAKDOWN* Programs such as: ORCA Lift, Tech Help, CHPW Total Hours Total Attendees Rent Credit SEPTEMBER 2017 - AUGUST 2018 Medicare/Medicaid 101 600 558 Capacity Social Service 511 484 488 Building 18% Community Building 500 443 18% Programs such as: 418 404 Coloring for Calm, Coffee Break, 356 400 330 Food Bank Potluck 276 300 260 233 Health & Health & Education Education Programs such as: 200 Groceries on a Budget, Video & 86.5 91 92.5 93 103 16% 64 75 63.5 78.25 70 79 Discussion, Walking Group 100 32 Capacity Building 0 Community Programs such as: Building Five Families Meeting, Seattle Food 48% Committee, PMCCP Workshops

RESOURCE DESK RESOURCE DESK REFERRAL BREAKDOWN* SERVICE INQUIRY BREAKDOWN Total Hours Total Interactions OCTOBER 2017 - AUGUST 2018

General Living Room Social Service Inquiries 800 672 690 Health and 700 635 Misc. Mental Care 64% 591 586 602 27% 544 12% 58% 600 56% 53% 53% 475 51% 50% 437

48% 500

47% 403 44%

41% 400 336 39% 39% Housing 37% 37% 36% 35% 33%

32% 23%

31% 300 184 154 154 147 154 147 154 147 161 200 133 119

21% 112 19% 100 13% 13% 12%

11% Coordinated 9%

8% 105

5% 0 Referral and 3% Multi-Service Food Access 28% NOV-17 DEC-17 JAN-18 FEB-18 MAR-18 APR-18 MAY-18 JUN-18 JUL-18 AUG-18 10%

*September and October are not included in this graph due to different tracking methods used at that time. * Food Access Coordinated Referral and Health and Mental Care Agencies such as: Agencies such as: Multi-Service General: directions, tours Pike Market Food Bank, DSHS, Valley Cities, Harborview, Neighborcare Queen Anne Food Bank, ACRS Agencies such as: Living Room: includes basic questions and regular visitors Housing Miscellaneous Organizations that protect the well being of Social Services Inquiries: also includes attendees of Community Agencies such as: Agencies such as: individuals and provide wrap around services Health Plan of Washington and King County Metro Orca Lift Sign-Ups Catholic Community Services, Social Security Office, Solid Ground, Union Gospel Mission, Salvation Centerstone, St. Vincent de Paul St. Francis House, Q Link Army, 211, Hopelink REDLINED PPMPDA 9/4/18 DRAFT TO CITY 8/6/18 DRAFT

MARKETFRONT/PC-1 NORTH DEVELOPMENT AGREEMENT

CLOSE-OUT AGREEMENT

BY AND BETWEEN

THE CITY OF SEATTLE, A WASHINGTON MUNICIPAL CORPORATION

AND

PIKE PLACE MARKET PRESERVATION & DEVELOPMENT AUTHORITY, A WASHINGTON PUBLIC DEVELOPMENT AUTHORITY

Dated: ______

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TABLE OF CONTENTS Page

ARTICLE I Recitals ...... 1

ARTICLE II Effective Date; Completion Acknowledgement; Incorporation of Exhibits ...... 3 2.1 Effective Date ...... 3 2.2 Acknowledgement ...... 3 2.3 Capitalized Terms ...... 4 2.4 Exhibits ...... 4

ARTICLE III Satisfaction and Completion of Certain Development Agreement Obligations ..... 4 3.1 Public Art ...... 4 3.2 LEED Certification ...... 4 3.3 Future Retail Connection between Overlook Walk and Garage ...... 4 3.4 Garage Façade ...... 5 3.5 Public Plaza Project Alternate Surfaces ...... 5 3.6 Waterfront Related Elements ...... 5 3.7 Covenant for Local Income Housing and Public Parking ...... 6 3.8 Perpetual Easement for Public Access ...... 6

ARTICLE IV Development Agreement Obligation Modifications; Future Commitments ...... 6 4.1 Cooling Tower Relocation ...... 6 4.2 Garage Access ...... 7 4.3 Heritage House Walkway ...... 7 4.4 Temporary Stairs to Elliott Avenue ...... 8 4.5 PDA Financial Commitments ...... 8

ARTICLE VI Miscellaneous Provisions ...... 8 5.1 Notices ...... 8 5.2 Mandatory Disclaimer ...... 9 5.3 Governing Law ...... 9 5.4 Entire Agreement ...... 10

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MARKETFRONT/PC-1 NORTH DEVELOPMENT AGREEMENT CLOSE-OUT AGREEMENT

THIS CLOSE-OUT AGREEMENT RELATED TO THE MARKETFRONT/PC-1

NORTH DEVELOPMENT AGREEMENT (the “Agreement”) is dated as of ______,

2018, and is by and between THE CITY OF SEATTLE (the “City”), a first class city organized under the laws of the State of Washington, and THE PIKE PLACE MARKET

PRESERVATION & DEVELOPMENT AUTHORITY (the “PPMPDA”), a Washington public development authority chartered by the City under the laws of the State of Washington and City ordinance (the “Parties”).

ARTICLE I

Recitals

The City owned that certain land in the Pike Place Urban Renewal Project area designated as PC-1 North (“PC-1N” or the “Property”) in the Pike Place Urban Renewal Plan as amended in January of 1974, pursuant to Ordinance 102916 (the “Plan”). The Property consists of approximately .75 acres and is bounded by Western Avenue to the east, the Alaskan Way

Viaduct (the “Viaduct”) to the west, the existing Pike Place Market parking garage to the south, and Victor Steinbrueck Park and the Market Place North parking garage to the north.

The PC-1N site was occupied by the Municipal Market building, which contained public parking and market-related commercial uses until that building burned down in 1974. The

PPMPDA has operated surface-level public parking on the site under an agreement with the City since 1979.

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The Parties memorialized their desire to have the PPMPDA develop the PC-1N site (the

“Project”) in conjunction with the PPMPDA’s overall development of the Pike Place Market in the MARKETFRONT/PC-1 NORTH DEVELOPMENT AGREEMENT, dated May 14, 2015 and approved by the City Council on March 27, 2015, pursuant to Ordinance No. 124737 (the

“Development Agreement”).

Pursuant the Development Agreement the City transferred the PC-1N site to the

PPMPDA on [insert date] pursuant to a quit claim deed (“Deed”) recorded on [insert date/recording number]. A copy of the Deed is attached as Exhibit A.

Working with the Seattle Department of Transportation, the PPMPDA prepared a petition to vacate 1,358 square feet of Armory Way adjacent to the PC-1N site. Seattle City Council granted preliminary approval of the street vacation petition, subject to conditions, on

September 2, 2014, in City of Seattle Clerk’s File No. 313716. The PPMPDA has satisfied such conditions and is ready to move forward with a Seattle City Council ordinance granting final vacation of Armory Way.

The PPMPDA commenced construction of the Project on [insert date], completing construction on [insert date].

The Development Agreement identified a shared interest by both Parties in the long-term operations and management of the Overlook Walk. Both Parties are currently developing an operations and management term sheet with Friends of Waterfront Seattle and intend to enter into a Memorandum of Understanding upon the completion of the Overlook Walk 60% design milestone.

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Upon completion of the MarketFront, the Parties reviewed the efficacy of a number of the PDA’s residual obligations under the Development Agreement and determined that, in lieu of specific performance of several of such obligations, the PDA’s residual obligations could be satisfied with PDA financial commitments to alternate improvements associated with Overlook

Walk Project construction.

The Parties now wish to memorialize the PPMPDA’s completion of the Project and the satisfaction by the Parties of the terms and conditions of Development Agreement, subject to modification and future negotiations of certain PDA obligations under Project elements contained in the Development Agreement, and as further set forth herein.

ARTICLE II

Effective Date; Completion Acknowledgement; Incorporation of Exhibits

2.1 Effective Date. This Agreement will become effective when it is executed by authorized representatives of both the City and the PPMPDA following authorization by each

Party’s governing body. The date this Agreement is signed by the last party to sign it (as indicated by the date stated under that party’s signature) will be deemed the date of this

Agreement (the “Effective Date”).

2.2 Acknowledgement. The Parties do hereby mutually acknowledge and agree that except as otherwise set forth in this Agreement, the Parties have satisfied and completed the obligations required of each Party as set forth in the Development Agreement except as to the obligations that are specifically stated to survive termination or expiration of the Development

Agreement, and the obligations set forth below in Sections _____, the Development Agreement is hereby terminated upon mutual execution of this Agreement.

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2.3 Capitalized Terms. All capitalized terms used herein but undefined shall have the same meaning given such terms in the Development Agreement.

2.4 Exhibits.

Exhibit A – Deed

Exhibit B – Waterfront Related Elements

ARTICLE III

Satisfaction and Completion of Certain Development Agreement Obligations

3.1 Public Art. Pursuant to Section 7.1.2(c) of the Development Agreement the

PPMPDA was required to include at least $340,000.00 in public art in its Final Capital Budget and coordinate the selection and installation of such public art into the Project as set forth in the

Development Agreement. The Parties acknowledge and agree that the PPMPDA has satisfied all requirements and conditions related to public art as set forth in Section 7.1.2(c) of the

Development Agreement.

3.2 LEED Certification. Upon completion of construction of the Project, the

PPMPDA, pursuant to Section 7.1.2(g) of the Development Agreement, was required to apply for a Leadership in Energy and Environmental Design (“LEED”) certification of the Project

(does not include the affordable housing component) at the 2009 gold level or higher, under the

U.S. Green Building Council’s Rating System. The Parties acknowledge and agree that the

PPMPDA has fully satisfied this requirement.

3.3 Future Retail Connection between Overlook Walk and Garage. Pursuant to

Section 7.1.4 of the Development Agreement, the PPMPDA was required to set aside four parking spaces (approximately 1000 square feet) in the Project parking facility for future retail

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30004 00017 hh31f616wd REDLINED PPMPDA 9/4/18 DRAFT TO CITY 8/6/18 DRAFT

space, with such future retail space being accessible from the Overlook Walk. The Parties acknowledge and agree that the PPMPDA has satisfied this condition, provided that any future retail use of this area is subject to use and design approval from the PPMPDA Historical

Commission.

3.4 Garage Façade. The PPMPDA was required to construct the façade of the PC-1

North Garage consistent with the construction style and requirements set forth in Section 7.1.5(a) of the Development Agreement. The Parties acknowledge and agree that the PPMPDA has satisfied all required construction requirements in Section 7.1.5(a).

3.5 Public Plaza Project Alternate Surfaces. Pursuant to Section 7.1.5(c) of the

Development Agreement, the PPMPDA was required to provide for a Project alternate for upgraded surface paving treatment of the PC-1 North public plaza adjacent to the Overlook

Walk, with the treatment being consistent with that of the Overlook Walk. The requirement to perform the foregoing upgrade was subject to sufficient dedicated funding for such upgrades to the surface paving treatment being privately raised by the PPMPDA. The Parties acknowledge and agree that a private dedicated funding source for the upgraded surface paving treatment was not identified or secured and, as such, the PPMPDA was not required to perform the upgrade.

As an alternative, the Parties agree that the final surface paving treatment consisting of poured concrete with scouring to reflect a sand blasted finish pattern is permissible and that the

PPMPDA has no further obligations under this Section 7.1.5(c).

3.6 Waterfront Related Elements. The Development Agreement identified a number of Waterfront Related Elements (attached as Exhibit B) to be incorporated by the PPMPDA as part of the Project. Except as set forth in Section 4.4 below, the Parties acknowledge and agree

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that all Waterfront Related Elements have been satisfied by PPMPDA, with the exception of the construction of temporary stairs to Elliott Avenue, a remedy for which is described in

Section 4.4.

3.7 Covenant for Local Income Housing and Public Parking. Pursuant to Section

5.2.1 of the Development Agreement, the City executed and recorded a Deed transferring the

Property to the PPMPDA subject to certain conditions, including, without limitation, a covenant for low-income housing and public parking, the details of which are further described in

Exhibit F to the Development Agreement (the “Housing and Parking Covenants”). The Parties acknowledge and agree that Housing and Parking Covenants have been fully satisfied by the

PPMPDA and that the PPMPDA is fully compliant with the Housing and Parking Covenants.

3.8 Perpetual Easement for Public Access. Pursuant to Section 5.2.1 of the

Development Agreement, the City executed and recorded a Deed transferring the Property to the

PPMPDA subjected to certain conditions, including, without limitation, an easement for perpetual public access to certain areas of the Property entitled Public Access Area, the detail of which are further described in Exhibit H to the Development Agreement (the “Public

Easement”). The Parties acknowledge and agree that the requirements for such Public Easement have been fully satisfied by the PPMPDA and that the PPMPDA is fully compliant with the conditions of such Public Easement.

ARTICLE IV

Development Agreement Obligation Modifications; Future Commitments

4.1 Cooling Tower Relocation. Pursuant to Section 7.1.3 of the Development

Agreement the PPMPDA agreed to relocate, at its sole expense, the cooling towers located on

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the Property prior to completion of the Overlook Walk. The Parties now agree that the cooling towers need not be relocated and may remain on the Property., subject to the The Parties further agree in lieu of the requirement to relocate the cooling towers, the PDA will make a financial commitment to be dedicated as provided in the Memorandum of Agreement Regarding

Modifications to the PDA Properties Required for Waterfront Construction (“PDA Property

Modification MOA”).

4.2 Garage Access. Pursuant to Section 7.2.2 of the Development Agreement the

PPMPDA was required to design and construct a roadway to support a new driveway access

(“Driveway”) to the PPMPDA’s PC-1N garage. The Parties now agree that construction of the

Driveway is no longer necessary or desirable to either Party. In lieu of the Driveway the parties agree that PPMPDA will substitute the construction of the Driveway with a financial commitment by the PPMPDA to be dedicated as provided identified in the PDA Property

Modification MOA.

4.3 Heritage House Walkway. Pursuant to Section 7.1.5(b) of the Development

Agreement the PPMPDA was required to complete a pedestrian connection between the

Overlook Walk and Western Avenue in conjunction with the redevelopment or renovation of the

Heritage House. The Parties acknowledge and agree that plans to redevelop or renovate the

Heritage House are currently on hold for at least five (5) years and thus the PPMPDA is not required to complete construction of the pedestrian connection as a condition of the

Development Agreement. The foregoing notwithstanding, the PPMPDA agrees to construct a permanent pedestrian connection between the Heritage House and Western Avenue consistent with Exhibit 2 of Exhibit B at such time as the Heritage House is redeveloped or remodeled. The

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Parties further agree to work collaboratively and in good faith to agree on the scope and costs for a potential temporary pedestrian connection between the Heritage House and Western Avenue to be constructed by PPMPDA.

4.4 Temporary Stairs to Elliott Avenue. Pursuant to Exhibit B to the Development

Agreement, the PPMPDA was required to construct a temporary stair to Elliott Avenue prior to completion of the Overlook Walk. The Parties acknowledge and agree that the temporary stairwell is no longer necessary or desirable. The Parties further agree that in lieu of the requirement to construct the temporary stairwell to Elliott Avenue, the PPMPDA will make a financial commitment investment to be dedicated as provided identified in the PDA Property

Modification MOA.

4.5 PDA Financial Commitments. As reflected in Exhibit __ (PPMPDA Closeout

Financial Commitments), the Parties have determined that the PDA will provide a total of

$1,590,000 in such funding in lieu of performance of the PDA’s obligations identified in

Sections 4.1, 4.2 and 4.4 above.

ARTICLE VI

Miscellaneous Provisions

5.1 Notices. All notices and requests required or permitted to be given in connection with this Agreement shall be in writing and shall be deemed given as of the day they are received either by messenger, express delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested, and addressed as follows, or to such other address as the party to receive the notice or request so designates by written notice to the other consistent with this Section VI:

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If to City: City of Seattle Department of Transportation Attn: Goran Sparrman, Interim Director Seattle Municipal Tower 700 5th Avenue, Suite 3900 Seattle, WA 98104

With a copy to: City of Seattle City Attorney’s Office Attn: Helaine Honig, Senior Assistant City Attorney 701 5th Avenue, Suite 2050 Seattle, WA 98104-7097

If to PPMPDA: Pike Place Market Preservation & Development Authority Attn: Mary Bacarella, Executive Director 85 Pike Street, Room 500 Seattle, WA 98101

With a copy to: Pacifica Law Group LLP Attn: B. Gerald Johnson 1191 2nd Avenue, Suite 2000 Seattle, WA 98101-3404

5.2 Mandatory Disclaimer.

The Pike Place Market Preservation & Development Authority (“PDA”) is organized pursuant to Seattle Municipal Code (SMC) 3.110 and RCW 35.21.660, 35.21.670, and 35.21.730-.755. RCW 35.21.750 provides in part as follows: “All liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission, or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority.” The powers of the PDA are limited by state and federal law and regulations, ordinances of The City of Seattle, and other elements of the local regulatory scheme.

5.3 Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Washington applicable to agreements made and to be performed in

Washington, exclusive of its conflict of law rules.

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5.4 Entire Agreement. This Agreement, when executed, contains the entire understanding between the Parties with respect to the subject matter hereof, and supersedes any promises or conditions in any other oral or written agreement. No provision of this Agreement may be amended or supplemented except by a written agreement signed by the Parties hereto or their respective successors in interest.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year stated above.

CITY OF SEATTLE PIKE PLACE MARKET PRESERVATION DEPARTMENT OF TRANSPORTATION & DEVELOPMENT AUTHORITY

By By Goran Sparrman Mary Bacarella Interim Director Executive Director

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30004 00017 hh31f616wd

EXHIBIT A

DEED

A-1

30004 00017 hh31f616wd

EXHIBIT B

WATERFRONT RELATED ELEMENTS

B-1

30004 00017 hh31f616wd

EXHIBIT __ PPMPDA CLOSEOUT FINANCIAL COMMITMENTSCOMMENSURATE INVESTMENT OBLIGATIONS Development Agreement Obligation Closeout Agreement Resolution Commensurate Investment Amount

7.1.3 – Cooling Tower Relocation. 4.1 - Cooling Tower Relocation. As required under the 2009 Agreement for Pursuant to Section 7.1.3 of the Development

Placement of HVAC Equipment on City Agreement the PPMPDA agreed to relocate, at Property between the City and the PPMPDA its sole expense, the cooling towers located on authorized by City Ordinance 123019, the the Property prior to completion of the PPMPDA shall relocate, at its sole expense, Overlook Walk. The Parties now agree that the cooling towers currently situated on the the cooling towers need not be relocated and $1,000,000 Property. The cooling towers shall be may remain on the Property., subject to the relocated as soon as practical after the The Parties further agree in lieu of the PPMPDA receives the notice to do so under requirement to relocate the cooling towers, the the above-referenced 2009 Agreement, but PDA will make a financial commitment to be no later than the completion of the Overlook dedicated as provided in the Memorandum of Walk. Agreement Regarding Modifications to the PDA Properties Required for Waterfront Construction (“PDA Property Modification MOA”).

7.2.2 – Garage Access. 4.2 – Garage Access. In conjunction with construction by the City of Pursuant to Section 7.2.2 of the Development the elevated Elliott Way connection to the Agreement the PPMPDA was required to Main Corridor, the City will design and build design and construct a roadway to support a the roadway to support a new driveway access new driveway access (“Driveway”) to the to the PPMPDA’s PC-1 North garage from PPMPDA’s PC-1N garage. The Parties now Elliott Way in a manner reasonably acceptable agree that construction of the Driveway is no $500,000 to the Parties. Both Parties recognize this longer necessary or desirable to either Party. driveway would provide direct access to the In lieu of the Driveway the parties agree that new garage from the new road, and is a shared PPMPDA will substitute the construction of responsibility for funding subject to future the Driveway with a financial commitment by negotiations. the PPMPDA to be dedicated identified in the PDA Property Modification MOA.

Exhibit __-1

Development Agreement Obligation Closeout Agreement Resolution Commensurate Investment Amount

Exhibit B – Temporary Stairs. 4.4 – Temporary Stairs to Elliott Avenue. Temporary stairs to Elliott Avenue prior to Pursuant to Exhibit B to the Development completion of Overlook Walk. Agreement, the PPMPDA was required to construct a temporary stair to Elliott Avenue prior to completion of the Overlook Walk. The Parties acknowledge and agree that the temporary stairwell is no longer necessary or $90,000 desirable. The Parties further agree that in lieu of the requirement to construct the temporary stairwell to Elliott Avenue, the PPMPDA will make a financial commitment investment to be dedicated as provided identified in the PDA Property Modification MOA.

Total - PPMPDA Closeout Commensurate Investment Obligations. $1,590,000

Exhibit __-2 Pike Place Market 2018 PDA Strategic Retreat

Outcomes

1. Confirm and edit as needed 2018/2019 Key Operational Focuses 2. Contextualize and update Market values 3. Articulate broad outline for Market Vision 2025 4. Initialize framework for follow-on Market vision and strategy process

9/27 Board Meeting Agenda Lead Start

Goals and Purpose Rico, Mary 5 minutes

Strategic Planning Definition Ted 10 minutes  Strategy, Mission, Value, Vision, Operations

Retreat Agenda Overview Ted 10 minutes

Council and Staff “Homework” Ted 5 minutes

10/5 Retreat Agenda Lead Start

Welcome Rico, Mary 11:00

Agenda and Process Ted 11:10

Market Values 11:30  Experiences and Illustrations (“homework”) Each  Context and Themes All

Lunch (quick break for food) 12:00

Break (quick break after Values)

Market History and Focus  Presentation John 1:00  Discussion/Clarification All 1:15

SWOT All 1:30  Strengths and Weaknesses (mostly internal)  Opportunities and Threats (mostly external)

Break 2:45

Key Questions All 3:00

Next Steps Rico, Mary 3:30

Observations/Commitments Each 4:00

Public Comment Rico 4:45

Close Ted 4:55

page 1 of 2 retreat agenda draft 2 Pike Place Market 2018 PDA Strategic Retreat

Council and Staff “Homework”

A key focus of this retreat are our values: those guiding principles for how the PDA, council, staff, vendors—hopefully all member of the Market community—act with each other and how we conduct business. At the retreat on the 5th, a great way to form a baseline of what the future of the Market should be, is to remind ourselves, and articulate, the Values that are at our core. Please come to the retreat prepared to tell a maximum 2-minute story about a moment, an interaction, an occasion that you participated or are aware of that showcases these values. It can be recent or in the past, big or small, about people, product, art, education, history, any situation and topic that illustrates the Market’s core. When you present, please describe:  the occasion  the specific value it illustrates, and  how it’s important going forward.

**Yellow highlight denotes documentation brought to the retreat, as well as topic.

page 2 of 2 retreat agenda draft 2

Section IV: Consent Agenda Items

PROPOSED RES OLUTION 18-40

Authorization for Contract Authority – Replacement of Current PPMPDA IT Server Room AC System September 2018

WHEREAS, the current cooling system for the PPMPDA IT server room consists of three portable AC units that have had six units replaced due to failure,

WHEREAS, in order to maintain the viability of the Pike Place Market buildings the PPMPDA has determined that the current cooling systems for the PPMPDA IT server equipment does not provide adequate capacity and reliability: and,

WHEREAS, the PPMPDA has executed a bid process to purchase and install a 24K BTU mini-split AC system.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with Horeco in an amount not to exceed $13,500 for the purpose of installing a 24K BTU mini- split AC system for cooling PPMPDA server room.

The funds for this project will be drawn from the Capital Project PDA 163837-00.

______Mark Brady, Secretary/Treasurer Date

Date Approved by Council: For: Against: Abstained:

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

PROPOSED RES OLUTION 18-41

Authorization for Contract Authority – Expansion of Current PPMPDA Security Camera System September 2018

WHEREAS, in order to maintain the security and viability of the Pike Place Market buildings the PPMPDA has determined that additional security camera coverage for Pike Street, Western Avenue, Leland, Fairley, Sanitary, Desimone Bridge, and the Arcade are required.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into contracts with Security Solutions Northwest, Beach Electric, and Connections.com in an amount not to exceed $52,586.00 for the purpose of purchasing twenty Avigilon cameras and licenses, the installation of conduit, and purchase of network switches and cable to facilitate connecting the cameras to the existing PPMPDA Avigilon security camera system.

The funds for this project will be drawn from the Capital Project PDA 163765-00.

______Mark Brady, Secretary/Treasurer Date

Date Approved by Council: For: Against: Abstained:

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

PROPOSED RES OLUTION 18-42

Authorization for Contract Authority – Replace Roofing System on the Livingston Building September 2018

WHEREAS, in order to maintain the viability of the Pike Place Market buildings the PPMPDA has determined that the roofing system on the Livingston Building is at the end of the useful life cycle and in need of replacement; and,

WHEREAS, the PPMPDA has executed a bid process to install new roofing systems on the Livingston Building.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with Olympic Roofing in an amount not to exceed $203,465.00 for the purpose of installing upper and lower roofing systems on the Livingston Building.

The funds for this project will be drawn from the Capital Projects COMLB 163831-00.

______Mark Brady, Secretary/Treasurer Date

Date Approved by Council: For: Against: Abstained:

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

PROPOSED RES OLUTION 18-43

Authorization for Contract Authority – Repair Gutter System on the South Entrance Pergola September 2018

WHEREAS, in order to maintain the viability of the Pike Place Market buildings the PPMPDA has determined that the gutter system on the South Entrance Pergola, located at the corner of First and Pike Street, is at the end of the useful life cycle and in need of repair and replacement; and,

WHEREAS, the PPMPDA has executed a bid process to prepare the existing gutter system for new coating and sealing as well as install a new gutter system.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with Flynn Roofing in an amount not to exceed $22,175.02 for the purpose of repairing and replacing the gutter system on the south entrance pergola.

The funds for this project will be drawn from the Capital Projects COMLB 164106-00.

______Mark Brady, Secretary/Treasurer Date

Date Approved by Council: For: Against: Abstained:

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

PROPOSED RESOLUTION 18-44

Lease Proposals September 2018

Tenant Term Start Date

Crumpet Shop Five (5) years September 1, 2018 Gary Lasater & Nancy McFaul

Chicken Valley Five (5) Years September 1, 2018 Chicken Valley, LLC. Aiping Weng &Jincheng Yu

______Mark Brady, Secretary/Treasurer Date

Date Approved by Council: For: Against: Abstained:

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

Section V:

New Business Items

PROPOSED RESOLUTION 18-45

Authorization for Renewal of the Hildt-Licata Agreement September 2018

WHEREAS, the PDA Council on February 18, 1999 adopted Resolution 99-03 notifying the City of Seattle of the PDA’s desire to renew the City-PDA Agreement for the operation of Market daystalls (also known as the Hildt- Licata Agreement) subject to certain changes; and,

WHEREAS, the PDA Council on August 28, 2008 adopted Resolution 08-45 notifying the City of Seattle of the PDA’s desire to renew the City-PDA Agreement as published with no amendments; and,

WHEREAS, beginning in May, 2018 the PDA has consulted with members of the Pike Place daystall community initiating a process setting forth a series of public meetings and extending the opportunity for public input on recommended changes to the Hildt-Licata Agreement put forth by the PDA; and,

WHEREAS, the PDA Council has given careful consideration to the final recommendation of the PDA and various constituencies within the Market for renewal of the Hildt-Licata Agreement to continue the successful operation of the daystalls and programming to enhance the daystall craft program consistent with the purposes of the Pike Place Market; and,

WHEREAS, the PDA Council has consistently identified the new MarketFront Pavilion as a suitable location for craft priority daystalls as well as programs and events that are consistent and contributory to the Pike Place Markets goals and mission.

NOW, THEREFORE BE IT RESOLVED that the PDA Council hereby adopts this Resolution as a statement of the PDA Council’s intent and commitment to management of the Market daystalls under a renewal of the Hildt Licata Agreement for a new 10 year term with the addition of a new sentence in Section 3, Use of Market Space that reads:

“The MarketFront Pavilion shall be used for programs and events which further the purposes of the Pike Place Market PDA Charter. The primary use of the south portion of the pavilion will be as craft priority day tables;” and,

BE IT FURTHER RESOLVED that the PDA Council will provide a summary of the effectiveness of the Market daystall operations over the last decade in a report to the Seattle City Council as anticipated in the Agreement; and,

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

BE IT FURTHER RESOLVED that the PDA Council forwards this Resolution and its exhibits to the Seattle City Council and request that the Seattle City Council concur with this request to renew the City-PDA Agreement known as the Hildt-Licata Agreement.

______Mark Brady, Secretary/Treasurer Date

Date Approved by Council: For: Against: Abstained:

PROPOSED RES OLUTION 18-46

Redeeming 2015 Pike Place Market Series B Bonds September 2018

WHEREAS, On June 1, 2015, the authority issued its Special Obligation and Refunding Bonds, 2015A (the “Series A Bonds”) in principal amount of $19,450,000, and Special Obligation Bonds, 2015 B (the “Series B Bonds”) in principal amount of $4,550,000. The proceeds of Bonds were to be applied by the Authority: (1) to finance the design, acquisition, construction and equipping of parking and other improvements related to the MarketFront Project, (2) to refund certain outstanding Authority’s obligations, (3) to pay costs of the issuance of Bonds. The issuance was done based on the Authority’s Resolution No. 15-07 adopted by the Authority’s council on May 19, 2015; and,

WHEREAS, Series A Bonds will mature in December 2040. Series B Bonds will mature in December 1, 2020, but it may be redeemed in whole or in part, on any date on or after December 1, 2018 at the price of 100% of the principal amount to be redeemed, plus accrued interest to the date fixed for redemption; and,

WHEREAS, The Series B Bond was structured in this way (shorter term of maturity) to assure: (1) the Authority had on the date when the construction commenced the complete amount of funds budgeted for construction of the MarketFront, (2) considering the uncertainty of two financing sources, New Markets Tax Credits and philanthropy; (3) if those two fund sources were realized in full, the authority could redeem Series B Bonds earlier. Given that both these two sources, New Markets Tax Credits and Philanthropy were accomplished fully, the authority is able to use the early redemption option instead of waiting until December 1, 2020.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to proceed with the early redemption option of Series B Bonds, on December 1, 2018, by paying to the bondholder the full principal in the amount of $4,550,000, plus interest accrued by December 1, 2018.

The funds for the principal will be drawn from the MarketFront Project Funds, Account # 110635-00, and the funds for the interest will be drawn from the 2015 B Bond Debt Service, Account #110907-00.

______Mark Brady, Secretary/Treasurer Date

Date Approved by Council: For: Against: Abstained:

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

Section VI:

PDA Committee Minutes

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Market Connections Committee z Meeting Minutes

Monday, September 10th, 2018 4:00 p.m. to 6:00 p.m. Classroom

Committee Members Present: Colleen Bowman, David Ghoddousi, Ali Mowry, Mark Brady

Other Council Members Present:

Staff/ Consultants Present: Mary Bacarella, Karin Moughamer, Amy Wallsmith

Others Present: Bob Messina, Kevin Futhey, Bryant Bullamore, Cecile

The meeting was called to order at 4:01 pm by Colleen Bowman, Chair.

I. Administration A. Approval of the Agenda The agenda was approved by acclamation.

David Ghoddousi entered the meeting at 4:02 pm.

B. Approval of the Market Connections Committee August 13th, 2018 Minutes Mark Brady noted one change to the minutes on page 2, changing the word “I” to “It” so the sentence reads “It will feature rotating exhibits as well.” The August 13th, 2018 meeting minutes were approved as amended by acclamation.

II. Announcements and Community Comments None

III. Reports & Discussion Items A. Free Waterfront Shuttle Update Kevin Futhey, with Commute Seattle, began with an overview of Commute Seattle. Commute Seattle manages the waterfront free shuttle on behalf of WSDOT, the funder. The funds are part of the WSDOT parking mitigation program associated with the Alaskan Way Viaduct Replacement project. There are many partners associated with the parking mitigation program, including Pike Place Market, Alliance for Pioneer Square, Waterfront Stakeholders, Downtown Seattle Association, and Commute Seattle. There is a website, downtownseattleparking.com, that shows six garages with low rates. Mitigation funding helps support low parking rates. There are some events supported by free parking and this year a free waterfront shuttle was started as a result of budget resources that need to be spent by the end of 2019.

Kevin continued by reviewing the waterfront shuttle routes. It launched with three shuttles along one long route from Pioneer Square to Seattle Center. It eventually changed to two loops

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

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– north and south – with two shuttles on each. In addition, a third loop was added 8/31 to move people from the waterfront to the retail/hotel district. That loop includes a stop at Pike Place Market. This is a free service, all vehicles are ADA accessible, and runs approximately every 20 minutes, 7 days a week from 10 am – 8 pm. From July 23 – August 25, nearly 17,000 riders have taken the shuttle.

Kevin shared responses from survey data. Overall riders are extremely satisfied with the service and those that are not satisfied note that it takes too long, and in some cases it takes less time to walk the same distance. Quick service and convenient pick up areas need some additional work but overall the responses have been positive.

Kevin concluded by noting next steps, which include more feedback from the community and riders, exploring private partnerships that would extend the hours of the service to start earlier in the day, and adjustments to the timing and level of service that can be provided. Kevin believes this service may continue throughout the winter with a lower level of service.

David Ghoddousi asked how much money was left over from the original WSDOT budget to help fund this project. Kevin Futhey responded there was $2M available for this project. Overtime the project has been scaled up due to less than anticipated costs.

Mary Bacarella asked what the price is for adding in the third loop. Kevin Futhey responded there was a cost increase but it’s up to the project team to decide how best to spend the funds, but keeping it until $2M.

Mary Bacarella asked if there has been any feedback on the third loop. Kevin responded there has only been two days’ worth of data so it’s a little early, but the Pike Place Market stop had a lot of people getting off there. He’ll share data for the Pike Place Market stop once he has more information.

Colleen Bowman asked when the pilot program ends. Kevin Futhey responded the original plan was to end October 1st and pick-up again Memorial Day 2019, however it may be possible to have service over the winter and there may be opportunities to bring in private partnerships to help provide more service. Colleen Bowman shared some ideas from other Councilmembers, which included having a drop-off/pickup along Western Avenue. Colleen also wonders if one of the goals could be to provide service to the variety of social services along the route, for which there are many.

Mary Bacarella noted the potential increased traffic along Western Avenue once the viaduct starts to come down.

Ali Mowry asked about the demographics of the riders. Kevin Futhey responded demographics were collected in the survey and there are no strong trends but the age skews slightly older than general demographics.

David Ghoddousi asked how the feedback has been from the businesses. Kevin Futhey responded businesses have been enthusiastic but there is no hard data. Businesses receive a lot of questions on how people can take the shuttle.

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Colleen Bowman asked if there has been outreach to Market businesses. Kevin Futhey responded PRR has managed public relations for this project and fliers have been handed out at the Market information booth. Colleen Bowman added that handing out some fliers to businesses along Western Avenue could be beneficial.

Colleen Bowman asked if Bob Messina had any questions for Kevin Futhey. Bob Messina shared a story of talking with visitors he’s encountered at the Market who are looking for shuttles to the cruise ships.

B. Colman Dock Project Update Bryant Bullamore, construction engineering and manager for Washington State Ferries, introduced the project at Pier 52. In 2017 9 million riders went through Colman Dock, with 5 million of those walk-on passengers. In addition there is a King County Water Taxi and Kitsap Water Taxi operating out of Colman Dock.

Bryan continued by reviewing why the project is needed. Many of the pilings, which have been in since the 1930s and 1960s, are deteriorating. The new pilings are made of steel and improve seismic safety. The new design will also reduce conflicts between vehicles, bicycles, and pedestrians. Bryant shared a conceptual design of the new facility. The design of the entry building and elevated pedestrian connection will be further reviewed to adjust to available funding. The new terminal building will run north/south rather than the current east/west configuration and have several seating areas. The passenger-only ferry facility will have a covered waiting area.

Environmental improvements include removal of 7,400 tons of toxic material from the heart of Seattle’s waterfront, removing fill underneath the north trestle which will open up an area of shoreline, and capping contaminated sediments. The terminal buildings will be LEED Silver. The new multimodal facility will improve pedestrian spaces, have wider and more direct circulation pathways, improved ADA accessibility, connections to future transit and improved bicycle facilities including dedicated access and holding areas.

The project is scheduled to be completed in early 2023 and the terminal will remain open, with no service reductions during construction. Elevated pedestrian connections will be maintained. Part of the reason the project will take so long is there are restrictions to when in-water work can take place, and is limited to six months a year (August 1 – February 15th). Operations in 1/3 of the new terminal building will start next summer and when that starts the existing terminal building will be demolished to start construction of the remaining 2/3 of the new terminal building.

Lastly, Bryant shared a map that shows how people currently get to Colman Dock. All drive-on customers enter from S. Jackson Street.

David Ghoddousi asked if more people will be serviced through this renovation. Bryant Bullamore responded the terminal and trestle will remain the same size. The project is more of a preservation project to ensure safety. It is not a capacity project. David asked when the project is finished, what are the main access points to the dock? Bryant responded the Marion and Yesler Street access points will be maintained. The Marion Street Bridge connection will be maintained.

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Ali Mowry asked if more ferries will be served with this project. Bryant Bullamore responded capacity is not being increased. Ridership is increasing, but mostly due to walk-on passengers.

Mark Brady asked if the pedestrian walkways will be maintained during viaduct demolition. Bryant Bullamore responded the Marion Street Bridge will be maintained until the viaduct comes down. After, a temporary bridge will be in place.

Ali Mowry asked if the ferry terminal is moving. Bryant Bullamore responded the dock is not moving but the placement of the terminal on the dock is shifting.

Colleen Bowman asked if Bob Messina has any questions.

Bob Messina asked if the same number of bathrooms will be maintained in the new terminal. Bryant Bullamore responded he wasn’t sure what the bathroom plan is for the new terminal. Bob Messina also commented that the seating in the new terminal be turned so that people waiting can take in the views of the Puget Sound.

C. Construction Impact Updates Mary Bacarella began her report with the following updates:

 There is a public meeting at City Hall regarding the Showbox on September 19th at 6 pm. The building owner has filed a lawsuit.  The Streetcar report is now available and advocacy for the project has stepped up. Mary is meeting tomorrow with the communication consultant associated with the project. An additional review may be conducted under the Federal Transit Administration which will take 12-18 months.  Mary is waiting on new drawings for the connection between MarketFront and Victor Steinbrueck Park. The Market Historical Commission has reviewed the new drawings for the connection and has not approved their proposal to shift the opening.  The EIS report for the aquarium project is online. A public hearing is set for September 27 from 5-7 pm at the Friends of the Waterfront space.  Pike Hillclimb Skybridge demolition is being postponed due to the recent strike and delayed plans for viaduct demolition. The contract is being reviewed by counsel and are hoping the permit process will be expedited by the City.  Plans for the demolition of the viaduct are being released this week. The Market is losing the surface parking lots and will be reaching out to tenants to help them find new parking arrangements. There is a three-six week closure to the viaduct before the tunnel opens. The Market team is looking into where the buses are being rerouted, hiring someone to direct traffic in and out of the garages, signage, and Alaskan Way traffic signals. The PDA is trying to understand how to get tenants, employees, and visitors to the Market and a plan is being compiled.

Ali Mowry asked if there are tenants with grandfathered parking rates in the surface lots. Mary Bacarella does not know but believes the price difference between the surface lots and the Market garage is $20.

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David Ghoddousi asked when Mary estimates the surface lots will close. Mary Bacarella doesn’t have any dates and is hoping more information in released once the viaduct demolition timeline is announced.

Mark Brady asked if there will be an additional 90-day notice sent. Amy Wallsmith responded 90, 60, and 30 day notices will be handed out but they are only required to send out a 14-day notice.

Colleen Bowman asked for Amy Wallsmith to participate on the council market tour to help share information on the viaduct demolition plans.

Mary Bacarella concluded by noting meetings regarding the Overlook Walk continue. There are two meetings – Operations & Management and Design & Functionality – and both will be convening soon. Rico Quirindongo participates in both meetings.

IV. Public Comment Bob Messina asked if the bike lanes along Western Avenue have been updated. Mary Bacarella responded one side of Western Avenue has been restriped, the bike land has been narrowed, there is a new center line, loading zone in front of Heritage House, and a parking spot near the crosswalk will turn into a loading zone.

V. Concerns of Committee Members David Ghoddousi asked for a progress report on the fins on the MarketFront seating/stairs. Mary Bacarella shared the various ways staff have been working to remove the fins and the options that are still being explored.

VI. Adjournment The meeting was adjourned at 5:01 p.m. by Colleen Bowman, Chair

Meeting minutes submitted by: Karin Moughamer, Executive Administrator

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Market Programs Committee z Meeting Minutes

Wednesday, September 12th, 2018 4:00 p.m. to 6:00 p.m. Classroom

Committee Members Present: Betty Halfon, Colleen Bowman, Mark Brady, David Ghoddousi, Patrice Barrentine, Ali Mowry

Other Council Members Present:

Staff/ Consultants Present: Mary Bacarella, Karin Moughamer, Amy Wallsmith, Kalyn Kinomoto, Aliya Lewis, Scott Davies, Zack Cook

Others Present: Joan Paulson, Howard Aller, Jerry Baroh, Ted Sive

The meeting was called to order at 4:00 pm by Betty Halfon, Chair.

I. Administration A. Approval of the Agenda The agenda was approved by acclamation.

B. Approval of the Market Programs Committee August 14th, 2018 Minutes The August 14th, 2018 meeting minutes were approved by acclamation.

II. Announcements and Community Comments Mary Bacarella announced that Ted Siev, present in the audience, will be moderating the Council retreat.

Howard Aller asked when and where the Council retreat will take place. Mary Bacarella responded October 5, 11 am to 4 pm, in the Classroom.

David Ghoddousi asked if there will be public comment at the retreat. Mary Bacarella responded yes.

III. Programs and Marketing Report Amy Wallsmith began by noting the 2018/2019 schedule of education events included in the packet. Scott Davies had his first in-classroom presentation this week. Analytics are being compiled for the education program and so far there are 71 in-classroom lessons, 99 Market tours are already booked and of those tours, six are new classes, 19 low income classes, 20 private schools, and 54 returning classes. The analytics will include the past five years of data.

Amy continued by noting the Marketing Department is hiring a Digital Marketing Specialist. The September Market Insider is out and includes information on the upcoming small business

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

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incubation classes that are being offered by the PDA. The official invitation will go out soon to the Market community with information on how to register. Amy and Aliya Lewis have been looking into how to improve the Market Insider and will be soliciting feedback soon. The Holiday Gift Guide deadline is September 30th and there are 28 submissions so far. An email reminder will go out next week. In addition the Marketing team will drop off reminders to tenants towards the end of the month.

Amy Wallsmith continued with an overview of the Meet the Painters event that took place on September 8th. This is the first of three September events: September 22 “Meet the Potters,” and September 29th “Meet the Printers.” The event was well received and Amy shared some feedback, including from a longtime Market vendor who said “Most fun he has had at work in the Market in his 41 years.” One of the artists sold a large scale painting that had been made during the event. All seven of the participants said they would do it again. A painting was created by the seven artists, each taking turns adding to the canvas throughout the day. There were over 61,000 impressions of the event on Instagram throughout the week. Paintbrush pens were given out. Amy shared additional feedback from visitors and people attended for a variety of reasons, including they came down here specifically for the event and saw the banners at the Market. Lastly, Amy shared the bookmarks that were created to promote the September events.

David Ghoddousi heard a lot of great feedback on the event and mentioned a similar event he saw in Vancouver where there was a painting jam and the artwork created was placed around town in restaurants.

Ali Mowry commented that she appreciated the feedback collected to gauge the success of the program.

Lastly, Amy Wallsmith announced Alaskan Way will begin to loose parking along the waterfront in order to restripe and then move Alaskan Way out from under the Viaduct in mid-October. Angled parking will be placed under the viaduct to replace some of the removed parking from the waterfront. A viaduct demolition date may be released Friday.

Colleen Bowman asked how construction impacts related to the viaduct will be communicated to the Market and shopping community. Amy Wallsmith responded a communication plan is in development but is still awaiting information from various parties. It’s probably more information than can fit in the Insider but the website is a good place to put it.

Betty Halfon suggested Tenant Alerts and providing website links.

Mark Brady would like more information on the conferences listed on the Market Insider.

Colleen Bowman asked when Scott’s annual education report is to the Market Programs Committee. Scott Davies responded it’s June, sometimes July.

Colleen Bowman would like to see the information on what schools are coming to the Market sent to Ray Ishii.

Mark Brady asked if more money could be provided to the school program. Mary Bacarella responded metrics are being compiled to better understand how the program is working and to

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determine if there is a need and capacity. Mark Brady also commented a grant could maybe fund a bus to help get students to the Market.

Ali Mowry asked what Scott did differently to bring in the 19 low income schools. Scott Davies responded these are schools that already come to the Market and nothing new was done to attract these schools.

IV. Reports & Discussion Items A. Pike Box Summer Update Kalyn Kinomoto began by sharing a video created by Pike Box Influencer Suzi Pratt. Kalyn continued by providing an update on the Pike Box CSA Marketing plan over the summer. The program goals included:

 Successfully rebrand “Farm to Go” to “Pike Box” as a memorable, on-brand program  Open program participation to the public  Reach 250 subscribers (42% increase over 2017 numbers)  Increase farmer sales

The goals and objectives were achieved with creative design, public relations, e-blasts, social media, influencer campaign, “Meet the Producer” on-site farmer added value tent. From April – August there were a number of stories, including Eater Seattle, SeattlePI.com, FMI Voice of Food, King 5, Seattle Met, and Gemini Connect.

E-Blasts and Newsletters from April – June 2018 were sent to 5,000 from an opt-in database and sent to all daystall, commercial, farm, residential and PDA staff. There was a Pike Box-specific e- blast on April 17th with a 33% open rate, 2.2% click-thru rate on the Pike Box webpage and 1.8% click-thru rate on Pike Box sign-up link. It was included in the May 1st Market Insider and two Freshwire monthly e-blasts on May 1st and June 1st. Those solicited lower click-thru rates. Facebook promotions from April – June 2018 included four unpaid posts with a total reach of 31,068, 390 reactions, and 2,387 video views. Instagram promotions, April – June 2018 included nine posts with a total reach of 91,532 with 2,596 likes and 57 comments.

Ali Mowry asked how total reach is calculated. Kalyn Kinomoto responded those numbers are analytic numbers reported by our social media outlets. Amy Wallsmith added the analytics are different across platforms and that Facebook will show reach by Instagram shows views.

Kalyn Kinomoto continued with an overview of the social media influencer campaign. This program invited local influencers to experience one week of Pike Box and that content will be used in 2019 marketing. 30 people were contacted and 11 have responded and Kalyn will be contacting several additional influencers for the end of the season and will be getting feedback from the influencers.

Patrice Barrentine commented this is an excellent breakdown of the numbers.

Kalyn Kinomoto shared data from paid social media promotions. Three versions of digital and social media ads were used. The campaign ran for four weeks, April 2, April 8, May 30 and June 4. Social media ads had 100,170 impressions with 1.1% click-thru rate with the strongest performance on April 8th. $627.02 was spent on the campaign. Digital promotions included three

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versions of the digital and social media ads during the same time period. Total impressions were 245,846 with a 0.55% click-thru rate with the strongest performance on May 30th. Total spent was $1,727 on digital ads.

Colleen Bowman asked what will be done with the strong performance data next year. Kalyn Kinomoto responded she’d like to dive into which of the creative options performed the best and where those ads were served. She would like to see if the ads correlated with Pike Box sign ups.

Kalyn Kinomoto presented location demographics of Pike Box subscribers. 4% were less than 5 miles, 7% 5-10 miles, 41% more than 20 miles (11 cities) and 48% between 10-20 miles (13 cities).

Lastly, Kalyn Kinomoto shared subscriber sign-ups by month with 85 in April, 80 in May, 61 from June 1-8 and 24 after June 8th with a few more after June 8th. The final number of subscribers is 252.

Mark Brady asked how many boxes were not collected. Zack Cook responded it varied by week and those not claimed are donated to the Food Bank.

Colleen Bowman asked if a post program survey has been considered and an early bird signup for next year. Kalyn Kinomoto responded a mid-season survey was just sent. Zack Cook responded a final survey is conducted as a requirement of the grant.

Patrice Barrentine asked if it’s possible to bring a box of produce to the next meeting. Aliya Lewis had her box with her and showed the contents to committee members.

Colleen Bowman stated she would like to learn more about add-ons, what is offered and what people choose.

Mark Brady asked what people add-on. Zack Cook responded quite a few people add on eggs and there are other options. A focus for next year will be to figure out how to make it easier to add on products and what to offer.

Ali Mowry asked how the farmers who participate have been impacted. Zack Cook responded the farmers enjoy it. These are farmers that work at the satellite markets and they simply harvest, drop off the produce, and then get paid the following week. The Pike Box program isn’t large enough to contract with farmers. Zack Cook reviewed what is included in the Pike Box sheet.

Betty Halfon asked for a copy of the Pike Box sheet to be included in the packet next month.

B. Fall MarketFront Activation Calendar Amy Wallsmith shared the Fall MarketFront Activation Calendar that was included in the packet. The Fall Harvest Festival is in the planning stages and is tentatively set for October 26-28. Magic in the Market will take place the Saturday following Thanksgiving, more information will be shared soon.

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Ali Mowry asked how the food vendors are selected to sell on the MarketFront. Zack Cook responded four food and two beverage vendors who already sell at the Market satellite markets have been approved to sell on MarketFront. They are split into an A week and B week and there is no guarantee they get to sell every other weekend. In order to qualify they have to be a small, locally owned business that sources ingredients from Washington State, they do all their production in Washington, they don’t have a brick and mortar store and they want to become a future Market commercial tenant. These vendors are also charged a percent rent.

Colleen Bowman asked where the percent rent funds go. Zack Cook responded he’s not sure and Mary Bacarella will research.

V. Public Comment Joan Paulson commented that she didn’t hear anything about small business Saturday for December. Secondly Joan commented that cruise ships bring in 800,000 people to the Market in April to October and from November through March is the least active time for people coming to the Market. That is a good opportunity to get people who live in Seattle to visit the Market and that’s a good time to shift marketing priorities to get more people to visit. She recommended a special event in January regarding children and reading or something involving soup and maybe do events in the lower levels.

VI. Concerns of Committee Members Mark Brady asked if the directory near the garbage shut/Chicken Valley can be upgraded or changed as many of the businesses are no longer at the Market. Mary Bacarella responded a lot of the signage around the Market needs to be updated and she would like to hear about these instances.

VII. Adjournment The meeting was adjourned at 5:00 p.m. by Betty Halfon, Chair

Meeting minutes submitted by: Karin Moughamer, Executive Administrator

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Finance & Asset Management Committee z Meeting Minutes Meeting Minutes

Tuesday, September 18th, 2018 4:00 p.m. to 6:00 p.m. Classroom

Committee Members Present: Devin McComb, Patrice Barrentine, David Ghoddousi, Mark Brady, JJ McKay

Other Council Members Present:

Staff/ Consultants Present: Mary Bacarella, Sabina Proto, Joseph Strong, Jay Schalow, Matthew Holland, Brady Morrison, Kelsey Lindblom, Karin Moughamer, Randy Stegmeier, John Turnbull, Erica Bates

Others Present: Bob Messina, Ted Sive

The meeting was called to order at 4:01 pm by Devin McComb, Vice Chair.

I. Administration A. Approval of the Agenda The agenda was approved by acclamation.

B. Approval of the Finance & Asset Management Committee July 17th, 2018 Minutes The July 17th, 2018 meeting minutes were approved by acclamation.

II. Announcements and Community Comments Bob Messina mentioned he is happy to see Proposed Resolution 18-43: Authorization for Contract Authority – Repair Gutter System on the South Entrance Pergola on the agenda. He would like to hear the proposed repair work and restoration in more detail during the presentation of the resolution.

III. Reports & Discussion Items A. Review of the PDA Financial Statements August 2018 Sabina Proto began by discussing the balance sheet. Designated cash has decreased due to spending on the Capital Projects. Restricted cash has decreased due to the payment of the semiannual portion of the interest to the bondholders of the 2015 PDA Bonds. The net position for the current year result is $4,008,028.

Sabina Proto reviewed the Operating Statement, the total revenue for the end of August is $13,746,931, and over budget by $907,668 (7.1%) and total operating expenses was $9,193,058, under budget by $685,932 (6.9%). The net result after debt service and reserves was $3,186,685, which is $1,593,594 over budget. The PDA is up to date on all debt payments.

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

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JJ McKay asked if the PDA is on track to meet the year end revenue goals and if the $1.5M over budget is a big increase over last year. Sabina Proto responded yes, the PDA is on track and it’s an increase from last year.

Sabina Proto continued by noting commercial revenue is over budget and is up in base rent- retail, common area, direct utilities and percent rent ($14K over budget.) Residential revenue is over budget by $62,330 and Daystall revenue is over budget by $15,000. Surface parking revenue is over budget by $15,360 and garage revenue is over budget by $343,655. Parking revenue for period January – August is 29% higher than the same period last year.

John Turnbull noted that remote farmers markets are run through September and are closed out in October.

Sabina Proto continued that miscellaneous revenue is over budget due to strong performance in investment income and trademark. All PDA reserves go to the local governmental investment pool because the PDA is a government entity. Operating expenses are under budget mostly in all departments due to several staffing vacancies, spending less in utilities and due to trending. We anticipate utilities will remain under budget through the end of the year and that will help with budgeting for 2019.

Devin McComb asked if expenses, with the exception of utilities and insurance, is on track. Sabina Proto responded yes, although there will be an increase in expenses for the terrorism insurance that was added.

Lastly, Sabina Proto noted that percent rent is $13,000 over budget and that is being watched closely and will be analyzed during the budget process.

Mark Brady asked if the packet can be printed darker next month.

B. Checking Account Activity Report Sabina Proto handed the Checking Account Activity Report to Karin Moughamer.

C. Update on 2019 Budget Process Mary Bacarella introduced Ted Siev, the facilitator for the PDA Council retreat in October.

Sabina Proto discussed the budget process, noting the timeline included in the packet. The budget process sets up the plan that identifies the financial resources required to meet the Market’s objectives. The budget process starts three months prior to Council approval. Step one starts with planning the process and setting timelines. Step two involves communication of the process and invites the community for input (October 11 and November 1.) Step three identifying the objectives and programs that align with the mission of the organization. This step involves each of the department managers and the leadership team. Step four involves information gathering to develop budget plans. This has already been done. Step five compilation and review and drafting of budget draft. This involves a lot of back and forth between the leadership team and finance team. Step six review by Finance & Asset Management Committee and final recommendations. This committee will hear presentations from leadership and managers at the October FAM meeting and vote on final budget at the November FAM meeting. Step seven is the approval by Council in November. Step eight is

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implementation and management of the budget. Step nine is to update and revise the budget throughout the year, if needed.

Sabina Proto continued that over the next year we assume the economy will be stable, we anticipate low vacancy in residential and commercial spaces, the parking revenue has been increased to reflect actual performance in 2018, construction impacts will be almost minimal, anticipate the FTE number will remain steady but dependent on the programs recommended by each department, the proposed salary increases, sustainable utilities, insurance rate increases by 10%, increase in investment income, debt service will depend on the amortization schedule but the PDA plans to redeem the 2015 Series B Bond so the interest expense will be reduced.

Mary Bacarella added that projects impacting the Market will be taken into consideration during the budget process.

Sabina Proto reviewed the meetings listed on the timeline included in the packet.

D. Capital Projects Overview Brady Morrison reviewed several of the projects, noting the Baker Roof and Economy West Window work will start in October. The demolition of the skybridge is on hold as we await word on when the viaduct will come down and dependent on how long permitting will take.

Devin McComb asked if the skybridge demolition costs might move to 2019. Brady Morrison responded he would like to bring it down in 2018 but it depends on how quickly permits can be obtained.

Brady Morrison continued that the Soames Dunn window replacement project is a big one and he is working with a tenant which will be affected by the work. This work could start in the fall or possibly early 2019. Leland 78 window replacement will start in November and there are a number of smaller jobs that will take place. The Soames Dunn gutter system replacement will start soon.

David Ghoddousi asked if the Soames Dunn window replacement includes the Pink Door windows as well as the architect office windows. Kelsey Lindblom responded yes and it will take 6-8 weeks to get the windows in. Brady Morrison added they will be working with the Pink Door to coordinate the work so it has the least effect on business.

Devin McComb noted that resolutions 18-32, 33, 34, 35 and 36 were approved last month.

Brady Morrison added there are a couple projects that may be pushed to 2019 and will update the council if that happens.

Patrice Barrentine commented it was great to see a lot of movement on projects, especially during the time of transition.

IV. Action Items A. Proposed Resolution 18-40: Authorization for Contract Authority – Replacement of Current PPMPDA IT Server Room AC Systems Joe Strong introduced Proposed Resolution 18-40 which states:

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WHEREAS, the current cooling system for the PPMPDA IT server room consists of three portable AC units that have had six units replaced due to failure,

WHEREAS, the PPMPDA has executed a bid process to purchase and install a 24K BTU mini- split AC system.

The funds for this project will be drawn from the Capital Project PDA 163837-00.

David Ghoddousi moved the proposed resolution and Patrice Barrentine seconded the motion.

Mark Brady asked how many bids were obtained. Joe Strong responded three bids.

Devin McComb asked what the life expectancy of an AC unit is. Brady Morrison responded he believes there is a 5 year warranty and they should last 15-20 years. The system is very similar to what is used in elevator rooms around the Market.

For: Mark Brady, David Ghoddousi, Devin McComb, Patrice Barrentine Against: 0 Abstain: 0

Proposed Resolution 18-40 passed by a vote of 4-0-0.

B. Proposed Resolution 18-41: Authorization for Contract Authority – Expansion of Current PPMPDA Security Camera System Joe Strong introduction Proposed Resolution 18-41 which states:

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survival of small businesses , and the expansion of services to the public market and community; and,

The funds for this project will be drawn from the Capital Project PDA 163765-00.

David Ghoddousi moved the proposed resolution and Patrice Barrentine seconded the motion.

Randy Stegmeier passed around additional information on what PDA cameras are used for, how useful they have been, and what they hope they can do. Randy shared several examples of cases in which Market cameras were used to help capture armed robbers and shooting suspects.

David Ghoddousi asked if the new cameras are compatible with the existing system. Joe Strong responded yes and there is a three year warranty. The PDA buys the camera and buys the license to connect the camera to the system. We can add as many cameras as needed and the system is easy to expand.

For: Mark Brady, David Ghoddousi, Devin McComb, Patrice Barrentine Against: 0 Abstain: 0

Proposed Resolution 18-41 passed by a vote of 4-0-0.

C. Proposed Resolution 18-42: Authorization for Contract Authority – Replace Roofing System on the Livingston Building Kelsey Lindblom introduction Proposed Resolution 18-42 which states:

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WHEREAS, the PPMPDA has executed a bid process to install new roofing systems on the Livingston Building.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with Olympic Roofing in an amount not to exceed $203,465.00 for the purpose of installing upper and lower roofing systems on the Livingston Building.

The funds for this project will be drawn from the Capital Projects COMLB 163831-00.

David Ghoddousi moved the proposed resolution and Patrice Barrentine seconded the motion.

David Ghoddousi asked if the PDA has worked with this company before. Kelsey Lindblom responded it’s the first time working with Olympic Roofing.

For: Mark Brady, David Ghoddousi, Devin McComb, Patrice Barrentine Against: 0 Abstain: 0

Proposed Resolution 18-42 passed by a vote of 4-0-0.

D. Proposed Resolution 18-43: Authorization for Contract Authority – Repair Gutter System on the South Entrance Pergola Kelsey Lindblom introduction Proposed Resolution 18-43 which states:

WHEREAS, the PPMPDA has executed a bid process to prepare the existing gutter system for new coating and sealing as well as install a new gutter system.

NOW, THEREFORE, BE IT RESOLVED that the PPMPDA Council authorizes the PPMPDA Executive Director or her designee to enter into a contract with Flynn Roofing in an amount

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not to exceed $22,175.02 for the purpose of repairing and replacing the gutter system on the south entrance pergola.

The funds for this project will be drawn from the Capital Projects COMLB 164106-00.

David Ghoddousi moved the proposed resolution and Patrice Barrentine seconded the motion.

Devin McComb asked if the image on the right shows the gutter. Kelsey Lindblom responded yes and what is being shown is the roof, complete with dirt and a lot of rust.

Devin McComb asked if the bids were all in like. Kelsey Lindblom responded yes, they have to be in order to make comparisons.

Devin McComb asked if once the gutters are repairs if there will be further restoration. Kelsey Lindblom responded once it’s determined if the leaks are fixed the PDA will re-install the molds.

For: Mark Brady, David Ghoddousi, Devin McComb, Patrice Barrentine Against: 0 Abstain: 0

Proposed Resolution 18-43 passed by a vote of 4-0-0.

V. Property Management A. Residential Property Management Report John Turnbull reported there are several units that are in need of repair, as those that have moved out have been there for a long time. There are several audit reviews scheduled and his department is busy preparing the 2019 budget.

Devin McComb asked if the move-out repairs are typical. John Turnbull responded these repairs are typical and the larger repair jobs have been completed earlier in the year in house but staff have determined those projects would be better served by hiring an outside firm.

John Turnbull added the bedbug problem seems to be under control and will be reducing pest management in that area.

Mark Brady asked what “3 move-ins September 13, 8 units still with work to do with 15 units.” John Turnbull responded it sounds like a typo but he will look into it.

VI. Public Comment Bob Messina would like to see the full restoration of the column located nearest Rachel the Pig and it wasn’t clear to him that will take place. He feels the Market has a responsibility to restore the artwork on the pillar.

VII. Closed Session

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The Committee Chair stated that the committee would go into closed session at 5:10 p.m. to discuss the property management report and return into open session at approximately 5:30 p.m.

The committee entered into closed session at 5:11 p.m.

A. Property Management Report - Closed Session (RCW 42.30.110(c))

B. Review of Lease Proposals i. Lease Renewal – Crumpet Shop, 1503 First Avenue ii. Lease Renewal – Chicken Valley, 1507 Pike Place #520

C. Review of Delinquency Report i. Vacancy Report ii. Current Lease Negotiations

The committee entered into open session at 5:41 p.m.

The committee discussed the property management report which included the delinquency and vacancy report along with the current commercial lease negotiations during the closed session.

VIII. Open Session Proposed Resolution 18-44: Lease Proposals – September 2018

Tenant Term Start Date

Crumpet Shop Five (5) Years September 1, 2018 Gary Lasater and Nancy McFaul Larry Mellum

Chicken Valley Five (5) Years September 1, 2018 Chicken Valley, LLC Aiping Weng & Jincheng Yu

David Ghoddousi moved the proposed resolution and Patrice Barrentine seconded the motion.

For: Mark Brady, David Ghoddousi, Devin McComb, Patrice Barrentine Against: 0 Abstain: 0

Proposed Resolution 18-44 passed by a vote of 4-0-0.

IX. Resolutions to be added to the Consent Agenda  Proposed Resolution 18-40: Authorization for Contract Authority – Replacement of Current PPMPDA IT Server Room AC System  Proposed Resolution 18-41: Authorization for Contract Authority – Expansion of Current PPMPDA Security Camera System

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 Proposed Resolution 18-42: Authorization for Contract Authority – Replace Roofing System on the Livingston Building  Proposed Resolution 18-43: Authorization for Contract Authority – Repair Gutter System on the South Entrance Pergola  Proposed Resolution 18-44: Lease Proposals – September 2018

X. Concerns of Committee Members Devin McComb thanked councilmembers for attending and helping to conduct the business of the council.

XI. Adjournment The meeting was adjourned at 5:44 p.m. by Devin McComb, Vice Chair

Meeting minutes submitted by: Karin Moughamer, Executive Administrator

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Executive Committee Meeting Minutes

Thursday, September 20, 2018 4:30 p.m. to 5:45 p.m. Classroom

Committee Members Present: Rico Quirindongo, David Ghoddousi, Colleen Bowman

Other Council Members Present: Ali Mowry, Mark Brady, Devin McComb

Staff Present: Mary Bacarella, Karin Moughamer, Sabina Proto

Others Present: Howard Aller, Ted Sive

The meeting was called to order at 4:36 p.m. by Rico Quirindongo, Chair.

I. Administration A. Approval of the Agenda The agenda was approved by acclamation.

Approval of the August 22nd, 2018 Executive Committee Meeting Minutes The August 22nd, 2018 Executive Committee Meeting Minutes were approved by Acclamation.

II. Announcements and Community Comments Mary Bacarella introduced Ted Sive, the moderator for the upcoming PDA Council retreat on October 5th.

III. Council Chair’s Report Rico Quirindongo noted conversations with the Office of the Waterfront regarding Local Improvement District continue. A meeting just took place with Office of the Waterfront regarding MarketFront Close-Out and identified three financial obligations that are moving over from original contract obligations with the city to Overlook Walk. Tonight Historic Seattle is giving MarketFront the Inspired Expansion Award and several councilmembers will be attending the event. This morning there was a MarketFront leaks meeting and noted there will be some additional work taking place on the upper part of MarketFront starting in October.

IV. Committee Chair’s Report A. Market Connections Colleen Bowman noted there were two presentations. Commute Seattle provided an update on the DSA waterfront shuttle and the committee recommended a stop along Western Avenue.

Mary Bacarella received a call from Jonathan from Commute Seattle and she will be talking with him next week regarding adding a Market stop. The trolley may be one way to alleviate congestion along the waterfront.

Pike Place Market Preservation & Development Authority (PDA) · [email protected] · pikeplacemarket.org P: 206.682.7453 · F: 206.625.0646 · 85 Pike Street, Room 500 · Seattle, WA 98101

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Colleen Bowman added the number one complaint is that the shuttle takes too long. Mary Bacarella added the Market stop is the third most popular spot on the two routes.

Colleen Bowman continued that the second presentation was on the Colman Dock project which will be a long, complicated project that will go until 2023.

Rico Quirindongo added the viaduct will close on January 11, 2019.

B. Market Programs Mary Bacarella provided an update in Betty Halfon’s absence. The Education Program calendar was provided for the 2018/2019 school year and Amy Wallsmith and Scott Davies are working to better understand who is being served and capacity in order to plan for the future. Mary reviewed the CSA Pike Box marketing metrics, noting that less than 4% came from within 5 miles of the Market and 48% live between 10-20 miles. In addition, the goal to sell 250 subscriptions was achieved.

C. Finance & Asset Management Devin McComb noted there was a quorum and Sabina Proto reviewed the financials, Brady Morrison discussed the capital projects list with the goal to push as many projects in 2018 as possible. Four resolutions were passed and sent to the consent agenda.

David Ghoddousi mentioned the Budget Process was reviewed and Rico Quirindongo requested that be included in the full council packet.

V. Executive Director’s Report Mary Bacarella provided updates on the following topics:  The last community meeting regarding the Hildt-Licata Agreement and redline review was Wednesday night. Mary appreciated the Councilmembers that attended, Colleen, David, Mark, Ali and Betty, as well as the mix of community members and public. The recent letter, the redline draft agreement, and a proposed resolution will be included in the packet.  The Alaskan Way Viaduct will be closed January 11, 2019. Tentatively, October 13th Alaskan Way roadway will move to its new location closer to the waterfront. Rico Quirindongo added that DSA is looking into other ways to move people in and out of the downtown core. Mary Bacarella continued by reviewing the tentative dates for closures and dates for when the viaduct work will occur. These dates will be provided once confirmed as many are tentative and the Marketing team is working on a communication plan related to the viaduct demolition.  Staff have submitted the first round of budget recommendations that Mary and Sabina Proto have reviewed. The viaduct changes may play a role in how certain revenue estimates are developed.  Parking revenue for September to date was $177,840 (2017 $177,489) and tickets pulled 15,115 (2017 15,491). Monthly parking is up with 162 sold in August and in 2017 it was 123. The surface lots were only budgeted to October but will remain open through the end of the year, providing more revenue.  Mary has a meeting tomorrow to learn more about the status of the streetcar.

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 The security camera resolution was placed on the consent agenda for full council approval this month.  The Pike Hillclimb Skybridge demolition contract has been reviewed by PDA counsel. PDA staff would like to complete the demolition this year and is working to obtain permits based on the various construction moratorium dates. Mary has reached out to contacts at the City to expedite the permit process.  There was a public meeting last night regarding the Showbox. Mary spoke with councilmember Sally Bagshaw’s office and it was public comment and concerts from local musicians. The meeting was not full and most comments were positive.  Ali Mowry and Rico Quirindongo were confirmed by the City Council yesterday.  Mary reviewed the fall harvest festival event and a new PR firm was hired to assist with fall events, programs, and marketing. An RFP was created to hire a PR firm for October – December 2018. Parsons and Company was selected.  The councilmember onboarding program is being drafted which includes a mentorship program. Ali and Colleen have been paired as well as JJ and Betty. It will include welcome and orientation meetings and upcoming tours. David Ghoddousi would like to see a Market social services tour and a general market tour. Mary Bacarella continued that Ali Mowry had a great idea to volunteer as a group at the Market Food Bank.  JJ McKay still has not been confirmed by the mayor. Rico Quirindongo would like to know who to contact at the city at councilmember Bagshaw’s office.

Ali Mowry asked what the PDA PR group do. Mary Bacarella responded they help with all of the media, help with social media, crafting stories and events and media pitches. Ali Mowry asked why the other PR group was let go. Mary Bacarella responded it wasn’t working out and the momentum was lost after launch of the MarketFront.

Colleen Bowman asked if Mary or Amy has worked with Parsons before. Mary Bacarella responded no.

David Ghoddousi asked if Parsons has worked with any other non-profit organizations. Mary Bacarella responded they work exclusively with organizations in Seattle but she does not know the specific companies.

Rico Quirindongo asked how many people attended the Hildt-Licata Agreement meeting. Mary Bacarella responded roughly 20-25 people. Rico clarified that a resolution will be presented at the council meeting. Mary Bacarella responded yes.

Rico Quirindongo asked how the sequencing will take place and when they will be demolishing the portion of the viaduct directly in front of the Market. Mary Bacarella will ask for that.

Rico Quirindongo asked what the restriction is for the monthly parking cap. Sabina Proto responded the PDA decides what the cap is. There are parameters for short term parking but the PDA can manage the number of monthly parking stalls available. The preference is for short term parking as there is great opportunity for revenue. The balance is capacity. Rico Quirindongo sees an opportunity to increase monthly parking spots. Mary Bacarella responded Shelly is looking into this.

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Rico Quirindongo recommended reaching out to Brian Stephens at SDCI to assist with permitting of the skybridge removal and that construction of MarketFront occurred during the holiday construction moratorium.

Rico Quirindongo likes the idea of volunteering at the Food Bank and would like to find a way to schedule those opportunities.

Colleen Bowman, with regards to the streetcar, she does not want the idea of Market vendors having a difficult time getting products to market to be lost. A lot of business owners are getting ticketed on a daily business and are making deliveries in personal cars as they don’t have a commercial vehicle.

David Ghoddousi mentioned the idea of special stickers to identify delivery vehicles in the Market.

Ali Mowry asked if the parking lot near the 99 on-ramp near Bell Street is one of the surface lots. There was consensus that is not a Market surface lot. Ali added it’s the lot where a lot of Market merchants park and have been receiving grandfathered parking rates. These people are losing their parking and will have to pay a lot more.

Rico Quirindongo noted the Market parking garage is underutilized and wonders if there is some opportunity there and would like to start the conversation. Mary Bacarella added those conversations have started.

David Ghoddousi sees this as an opportunity to jump ahead of the issue and the Market does not have a lot of capacity for large vehicles. He would like to see a presentation by the parking manager about existing parking assets, ones being eliminated, usage, etc.

VI. Discussion Items A. Redeeming 2015 PDA Bond Series, B Sabina Proto began with an overview of the 2015 Bond to fund MarketFront as well as other funding sources. The $24M bond was issued in two series: Series A (20 year term) and Series B (5 year term). Series A identified the exact needs assuming New Market Tax Credits and philanthropy goals were achieved. Series B was tied to the shortage in the event the New Market Tax Credits and philanthropy goals were not reached. In the event all funds came through, the Series B doesn’t need to last five years so an early redemption option of December 1 of 2018 was included.

The council has two options: redeem the Series B in December or wait until January of 2020. Sabina does not see any reason to wait until 2020. The Series B funds have been set aside since the beginning. Those funds are still available. If the PDA waits until 2020 the PDA will be charged $220,000 for two years for interest. The bond was issued for the particular project of construction of the MarketFront and are therefore restricted. There are still funds left for MarketFront repairs.

Rico Quirindongo clarified that $4.5M, is available and cannot be used for anything else. Sabina Proto responded no, those funds cannot be spent on anything else.

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David Ghoddousi asked how much is left for continued work. Sabina Proto responded roughly $3M, unrestricted, but some of it is already earmarked for projects. David Ghoddousi asks if there are any other projects needing this funding. Sabina Proto responded the PDA has enough money to fund additional projects.

A conversation continued discussing the need for additional projects related to the MarketFront. Sabina Proto noted that the $4.5M was for MarketFront construction costs.

Devin McComb added this bond needs to be redeemed no later than 2020 and does not fit the timeline.

Sabina Proto would like to bring a resolution to the council. Sabina discussed the timeline which includes transfer of funds to the bond holders. Bond holders need to be identified 20 days prior, by November 10th. The money needs to be sent prior to December 1st. The resolution should be approved in November or October.

Rico Quirindongo asked if the proposed resolution can be presented at the September full council meeting.

Mary Bacarella said the September agenda will be reviewed and will see if there’s room for a resolution.

Sabina Proto asked if the council would like Stacy, the attorney from Pacifica who has worked on the Bond, present at the council meeting. Rico Quirindongo responded he feels Sabina Proto’s presentation is sufficient.

B. PDA Council Retreat Agenda Topics Ted Sive discussed the big picture idea for the upcoming retreat and setting objectives. His work involves identifying the big theme that will guide the council towards a goal for the next 5-7 years. The outcome of the retreat is not about the operational day to day items, but rather the big picture themes. Ted has met several times with Mary and Erica Bates, had a meeting with the leadership team, and has sent a draft agenda to Rico Quirindongo and Mary Bacarella for review.

Ted Sive reviewed four outcomes:

1. 2018-2019 key operational focus 2. Contextualize and update the Market values – define mission, vision, values. 3. Articulate a broad outline for the Market Vision to 2025 4. Initialize framework for follow-up on Market vision and strategy process

Colleen Bowman requested a primer on the difference between mission and vision. Ted Sive is planning to discuss this at the council meeting next week.

Ted Sive would like one of the outcomes of the retreat is to set in motion the development of the strategic plan, the work for which will take place after the retreat.

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Mary Bacarella added over the last ten years the Market has been focused on renovation and construction. The retreat will look at what is currently going on around the Market that will allow the PDA to prepare for the next 10-15 years and how the Market fits into this new city.

Rico Quirindongo sees opportunity to establish the big things the council is excited about moving forward and what is the vision. Rico notes that there is great opportunity to put this council, which has gone through change over the last 3-5 years, in a great place and to develop a vision the Council is excited about.

Colleen Bowman added that since she’s joined the board, councilmembers that have left total up 88 years of experience. She suggested a reunion meeting where past councilmembers are present as well as an invitation for past members to attend the retreat.

David Ghoddousi asked if the budget is going to be discussed at the retreat. Mary Bacarella commented that projects will be discussed but not the budget in its entirety. That’s a separate process. David would like to see an overview of the big picture operation of the Market, especially given there are new councilmembers.

Ted Sive believes knowing that is important but not part of the conversation on the 5th. That conversation needs to be focused on the big picture rather than the nitty gritty in order to be successful.

Rico Quirindongo added there should be a conversation around the budgeting of items. Ted Sive added that the advantage is the budget conversations take place after the retreat and the retreat will help inform the budget allocations.

David Ghoddousi commented that people change over the years with different views and goals, but cost projects and hard data can be passed on.

Devin McComb commented that he would like to see a long range budget prepared to help develop a strategic plan.

Mary Bacarella added that this retreat is the first in a number of conversations to develop the strategic plan and will not end with this one meeting.

Devin McComb suggests picking up the budgeting aspect of the strategic plan in FAM. He would like to identify what the financial risks for the long term.

David Ghoddousi would like to see a risk analysis for the Market.

Ted Sive concluded the retreat on the 5th is to frame the ideas and one of the outcomes is what does the process going forward need to be and the biggest piece of that is what are the questions that need to be answered and what is the research we need to get and what is the financial envelop we are working within.

VII. Public Comment Howard Aller stated that the Pike Place Market is no longer a farmers market but a tourist destination that supports a lot of people at the Market. The remote farmers markets are

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extremely successful but the Market should not focus their energy on competing with new grocery stores coming to downtown. He appreciates the vegetable farmers that sell at the Market as he shops there. He would like to see energy put into supporting other aspects of the Market.

VIII. Concerns of Committee Members Colleen Bowman asked if invitations for the retreat could be sent tomorrow. Mary Bacarella and Karin Moughamer will work on the list and aim to get it out by Monday.

Rico Quirindongo noted that during the retreat conversation on programs the Market should or should not be doing, he would like to make sure Night Market is on there. Mary Bacarella noted that Ted has the list of programs that she provided, which includes Heritage House, Downunder, Western Avenue shops, Pike Street Hillclimb, nomination committee, waterfront.

Rico Quirindongo added the conversation could be about ways to get product outside the walls of the Market that’s not just getting more people into the district.

IX. Adjournment The meeting was adjourned at 6:00 p.m. by Rico Quirindongo, Chair.

Meeting minutes submitted by: Karin Moughamer, Executive Administrator

Section VII:

Financials & Additional Enclosures

Date: September 18, 2018

To: PPM PDA Council

From: Sabina Proto, Director of Finance

Subject: August 31, 2018 Financial Statements

Balance Sheet Notes:

Page 1:

Designated Cash: Decreased due to spending on the Capital Projects.

Restricted Cash: Decreased due to the payment of the semiannual portion of the interest to the bondholders of the 2015 PDA Bonds.

No other major changes in categories of Balance Sheet

Net Position –Current Year Result $4,008,028

Page 2:

Accounts Receivable Activity Report – Increased slightly from the prior month.

Page 3:

PDA Operating Statement Notes:

Total Revenue for the end of August 31, 2018 was $13,746,931, over budget by $907,668 or 7.1%

Total Operating Expense for the end of August 31, 2018 was $9,193,058, under budget by $685,932 or 6.9%

Net Result after Debt Service and Reserves was $3,186,685, which is $1,593,594 over budget.

We are up to date on all debt payments.

Page 4:

Footnotes on the Operating Statement

Commercial Revenue is over budget by $213,340; it’s up in Base Rent-Retail, Common Area and Direct Utilities. One of the main reasons is that we are collecting rents from spaces not forecasted for period January-March. Also, Percent Rent is $14K over budget. Residential Revenue is over budget by $62,330; Rent revenue is over budget because the actual vacancy is less than budgeted, Stewart building had a higher rent increase than budgeted; Laundry and Other are slightly under budget.

Daystall Revenue over budget by $15K in Daily Craft and Farmer. We are short in lockers for the crafts, and also permits for the crafts are going at a lower pace than projected.

Page 5:

Surface Revenue net of City Share is over budget by $15,360.

Garage Revenue is over budget by $343,655; for period Jan-Aug is 29% higher than the same period of the last year.

Miscellaneous Revenue is over budget in all categories but mostly in Investment Income and Trademark.

Page 6:

Operating Expenses over all under budget mostly in all departments due to several vacancies in staffing, spending less in Utilities, and of course due to trending.

Page 7:

Percent Rent spreadsheet- Percent Rent is $14K over budget YTD, and $162 K higher than the actuals of the same period last year.

Page 8:

The report states the balance of the Capital Replacement Reserve, which was $13.3 MM for the end of August 31, 2018.

Page 9:

Capital Projects Report provides the status and YTD spending on different Capital Project we are working on.

Residential Property Management Report

September, 2018 Second line here (if applicable) Make font smaller as needed Residential Property Update Report

Vacancy continues to be less than budgeted. Increased due to move outs and significant extra repair work required for several units planned when units vacated. Page 2

Major tasks for September

1. Complete HUD MOR (Management/operations and records audit) for Market House Sept 6. 2. Prepare for State audit this month of all HUD contracts in housing (Lasalle, Market House, Stewart House) – Sept 17. 3. Complete building work orders for building inspection of Market House on September 21. 4. Complete work items required from Lasalle REAC inspection in August 5. Finish pre clean and unit prep for re-rent on vacancies – (3 move-ins Sept 13, 8 units still with work to do) 6. Walkthrough with City of Seattle Housing in Lasalle to identify potential projects for energy efficiency/city share funding (windows/lights/water heaters.) 7. Capital project priorities for 2019 budget. 8. Contract Capital Needs Assessment for WASH 9. Distribute updated Market Emergency information booklet

Pending projects

1. Upgrade of YARDI accounting to new HUD standards – has been delayed by HUD 2. Fire repairs to LB unit L203 - seeking new contractor to complete work 3. Redo pest control contract to quarterly service standard in Stewart House – move back to general maintenance schedule, an intensive schedule no longer needed. 4. Improve efforts to assist tenants with housekeeping/aging in place issues. 5. Stewart House REAC scheduled for January 4 6. Update Residential Policies/ Procedures/ Affirmative Marketing Plan – waiting for City of Seattle updated requirements

September 2018 PDA Report

Mission & Vision: To nurture a thriving Market community so that everyone within it has the opportunity to live the best life possible.

Values: Collaboration, Inclusion, Respect, Optimism, Gratitude

SAVE THE DATE: Upcoming Market Partner Events  Oct. 2 - Feast at the Market benefits the clinic  Oct. 21 – Walk for Kids benefits the preschool  Dec. 7 – Figgy Pudding Caroling Competition

Coming soon to your mailboxes: Check your snail mail and email boxes next week for our 2018 Report to the Community! You’ll see the roll out of our “new day” message to donors as well as a volunteer spotlight on Edelman PR, a Market Merchant spotlight on Le Panier and a Donor Spotlight on Dan Moore and Carter Pecce.

SAP Pro-Bono Project Pike Place Market Foundation was chosen to participate in the SAP (Concur) Social Sabbatical for Local Engagement program. The program aims to provide the company’s most valuable assets – its employees – to assist NGOs and social entrepreneurs in six-week pro bono assignments. Our project starts next week and will focus on capacity building as it relates to systems (our NXT donor database) and processes (segmentation for retention/conversation). Thank you SAP Concur!

Fundraising Events Review:

Sunset Supper’s fundraising grand total was: Golden Prize Raffle Wheel $424,358! General 6% 1% Admission  1,445 Guests Sponsorship 20%  81 Patron Tables (an increase of 9 39% tables)  97 Vendors  250 Volunteers  $160K in sponsorship (an increase of $70K!) Patron 34%

Media: Sunset Supper was featured on KOMO4 News, Q13 Fox News and New Day Northwest on KING 5. The event was mentioned on Evening Magazine, Seattle Refined, Seattle Magazine, The Stanger and numerous event calendars throughout Seattle. Kudos to our Pro Bono PR Team at Edelman for knocking our promotions out of the park!!

Cooking with Class at Salty’s on Alki broke another record with a fundraising Grand Total of $125,000 ($5K more than last year) with a successful live auction, raffle, and ticket sales. Thank you SeattleDINING! for making this benefit event possible.

The Seattle Premiere of "The Kaleidoscope Guy at the Market" - featuring board member Sharon Shaw’s husband Michael’s unique stained-glass creations – was a great success! Over 200 Market Community members attended the event at Unexpected Productions’ Market Theatre. The screening ticket and raffle proceeds benefitted the Market Community Safety Net – raising $4,379.

THE MARKET INSIDER

Monthly news for tenants of the Pike Place Market PDA September 2018

Meet the Producer: Artisan Spotlight September North Pavilion Events On three Saturdays this month, Pike Place Market will host special events from 11 a.m. - 4 p.m. in the MarketFront's North Pavilion. "Painters, Potters and Printers" will showcase the talents of various Market artists with live demonstrations and the opportunity for Market-goers to "Meet the Producer". Find all the details at Facebook.com/PublicMarketCenter/events.

Meet our Painters: Meet our Potters: Meet our Printers: September 8 September 22 September 29

Small Business Incubation Workshops Save the Dates! Pike Place Market is partnering with Ventures, a Seattle-based nonprofit that supports entrepreneurs at every stage of business, to offer four hands-on business training opportunities that will help you run your business more effectively and efficiently, gain more customers and plan for sustainability. These workshops can be taken as a series or by themselves and are free for businesses in Pike Place Market. Daystall permit holders may earn attendance credit for attendance at these workshops. Contact Daystall Staff for more info.Registration opens soon, watch your inbox for an invitation!

A Communications Plan that Works Effective & Efficient Digital Marketing Wednesday, October 24 - 8:30 - 11 a.m. Wednesday, October 31 - 8:30 - 11 a.m. As a business owner, you have a story to tell. How do you More and more customers are finding businesses via digital leverage media resources, press releases and unearned channels (review sites, websites and social media). By putting media to get your story and your business out into the world? some time into creating a solid digital marketing plan, you will Through designing a communications plan for your business, be able to save time and money and reach new and existing you will leave with an easy to implement a strategy that will customers. help you get your story out.

A Business Plan to Make More Money Merchandising Refresh Wednesday, November 7 - 8:30 - 11 a.m. Tuesday, November 20 - 6:00 - 8:30 p.m. Running a sustainable business starts with learning how the After the summer rush and before the holiday season, now three most important financial statements can work for your is a great time to refresh your merchandising and display business; your break-even-point, profit and loss and cash flow. strategies to engage customers in different ways. This class In this workshop, you will build these statements and learn will offer a toolbox of tips, tricks and low-cost/high-impact how to make data informed decisions about your business. ways you can refresh your product and window displays as well as your customer service tactics. Special Event: Come get to know September Calendar Pike Market Senior Center & Food Bank September 6 Emergency Response Training: Friday, September 28, 7:00 – 9:30 a.m. 5:30 p.m. (Economy Building, The What: Complimentary Pancake Classroom)* Breakfast September 10 Market Connections: 4 p.m. Host: Pike Market Senior September 12 Annual Gum Wall Cleaning: 7 a.m. Center & Food Bank September 12 Market Programs: 4 p.m. Who: Market Merchants, September 12 Pike Place Market Historical Farmers, and Craftspeople Commission: 4:30 p.m. Where: Atrium (Economy September 13 Annual Gum Wall Cleaning: 7 a.m. Building) September 13 Emergency Response Training: RSVP: By September 14th to 5:30 p.m. (Economy Building, The [email protected] Classroom)* September 14 Annual Gum Wall Cleaning: 7 a.m. September 15 Annual Gum Wall Cleaning: 7 a.m. Happy 1st Birthday to The Market September 18 Finance & Asset Management: 4 p.m. Commons! September 18 Constituency Meeting after Finance & Asset Management In their first year, they're proud to report: September 19 Executive: 4:30 p.m. • 10,916 neighbors, community members and Market September 21 Blue Friday Rally 10:30 - 11 a.m. vendors have walked through their doors. (Look for Tenant Alert) • 6,155 connections to social services were made. September 26 Pike Place Market Historical • 4,761 people have attended 903 hours of free Commission: 4:30 p.m. programming including cooking classes, drawing September 27 PDA Council: 4 p.m. courses, meditation seminars, community potlucks and September 27 Constituency Executive Committee much more! after PDA Council "We're just getting started September 30 Holiday Gift Guide Item Submission and we wouldn't be here Deadline. ** without the support and participation of the entire Meetings in red are: Pike Place Market Council/ Committees, Market.". Constituency and Historical Commission meetings and are held in the Economy Market Building, The Classroom. Join the celebration! Check out the event calendar at TheMarketCommons.Org. *Emergency Response Training: Trainings will be a combination of slides, videos and discussion. Market Emergency and Preparedness Manual will be handed out. Downtown Conventions **Holiday Gift Guide Submissions: To submit an item • Dam Safety • El Centro de la Raza's for consideration please visit PikePlaceMarket.org/ 1,300 attendees Building the Beloved Neighborhood-news September 9-13 Community Gala 1,000 attendees • World Molecular September 22 Imaging Congress Staff Comings & Goings 2,000 attendees • AZA 2018 Annual September 12-15 Conference Best wishes and Happy Retirement to Bob Beckstrom of 2,000 attendees our Capital Projects team, who leaves the PDA after a 17- • APHSA 2018 IT September 23-27 year career and will be moving out of state for some much Solutions Management deserved rest and relaxation! Kelsey Lindblom is now the 1,200 attendees • LED Specifier Summit- Captial Projects Manager. September 16-19 Northwest 2,000 attendees • Build Expo USA September 25 2,500 attendees Need more info? Contact the PDA office if September 17-20 • WSCAI 2018 CA Day you have questions. 1,000 attendees September 28-29 206.682.7453 PikePlaceMarket.org