14 Apr Commission Meeting Minutes 3-25-2020
PORT COMMISSION OF THE PORT OF EDMONDS MINUTES OF SPECIAL MEETING
(Via Zoom) March 25, 2020 2pm
COMMISSIONERS PRESENT
Jim Orvis, President
Angela Harris, Vice President
David Preston, Secretary
Bruce Faires
Steve Johnston
STAFF PRESENT
Bob McChesney, Executive Director
Marla Kempf, Deputy Director
Tina Drennan, Finance Manager
Brittany Williams, Manager of Properties and Marketing
OTHERS PRESENT
Bradford Cattle, Port Attorney
CALL TO ORDER
President Orvis called the meeting to order at 2:05 p.m.
PLEDGE OF ALLEGIANCE
All those in attendance participated in the Pledge of Allegiance to the American Flag.
CONSENT AGENDA
COMMISSIONER FAIRES MOVED THAT THE CONSENT AGENDA BE APPROVED TO INCLUDE THE FOLLOWING ITEMS:
A. APPROVAL OF AGENDA
B. APPROVAL OF MARCH 9, 2020 MEETING MINUTES
C. APPROVAL OF PAYMENTS IN THE AMOUNT OF $1,488,889.96
COMMISSIONER HARRIS SECONDED THE MOTION, WHICH CARRIED UNANIMOUSLY.
PUBLIC COMMENTS
There were no public comments
EMERGENCY DECLARATION AND DELEGATION OF AUTHORITY
Mr. McChesney advised that the Washington Public Port Association (WPPA) has recommended that the Commission adopt an Emergency Declaration and Delegation of Authority to enable the Port to move forward with emergency plans. He read Resolution No. 20-03 into the record as follows:
Resolution No. 20-03
Port of Edmonds, A Municipal Corporation
DECLARING LOCAL EMERGENCY AND
DELEGATION OF AUTHORITY
WHEREAS, novel Coronavirus COVID-19, a respiratory disease that can result in serious illness or death, is caused by a strain of coronavirus that has not been previously identified in humans and has proven it can easily spread from person to person; and,
WHEREAS, the U.S. Center for Disease Control and Prevention (CDC) has identified a potential public health threat posed by COVID-19 both globally and within the United States, including within Washington State; and,
WHEREAS, there are documented cases of COVID-19, including deaths caused thereby, within Washington State; and,
WHEREAS, the Washington State Department of Health has confirmed the person-to-person spread of COVID-19 and is finding an increasing risk of exposure and infection to the general public due to its potential to spread quickly; and,
WHEREAS, the U.S. Department of Health and Human Services declared a public health emergency for COVID-19 on January 31, 2020; and,
WHEREAS, Washington State Governor Jay Inslee proclaimed a public health emergency for COVID-19 on February 20, 2020; and,
WHEREAS, City of Edmonds Mayor Mike Nelson declared a state of emergency in the City of Edmonds on March 5, 2020; and,
WHEREAS, the World Health Organization declared COVID-19 a global pandemic on March 11, 2020; and,
WHEREAS, the President of the United States declared public national emergency relating to COVID-19 on March 13, 2020; and,
WHEREAS, the Port Commission President called a Special Meeting of the Commission for March 25, 2020 at 2:00 p.m. to be conducted by conference call and said meeting was noticed as required by RCW 42.30; and,
WHEREAS, there is an emergency present which necessitates this resolution.
NOW, THEREFORE, BE IT DECLARED BY THE COMMISSION OF THE PORT OF EDMONDS:
1. Proclamation. The Commission of the Port of Edmonds hereby and expressly finds and declares, based upon the Recitals above, which are expressly adopted herein, that COVID-19 is a civil public health emergency that:
A. Demands immediate action to preserve public health, protect life, protect public property, or to provide relief to any stricken neighborhood overtaken by such occurrences; and
B. Could, if unattended, seriously affect the safety, health, or welfare of a substantial number of citizens of the Port’s district, or preclude the operation or use of essential public services and facilities with such magnitude or severity as to necessitate seeking state, county, or other supplementation of local efforts or resources exerted or utilized in alleviating the danger, damage, suffering or hardship faced.
2. Authority. The Resolution Declaring a Local Emergency and Delegating Authority (Resolution) authorizes the Executive Director to exercise such emergency powers as may be lawful under applicable laws, regulations, ordinances, or the District’s policies, and necessary, including by way of example and not limitation: general port powers under RCW 53.12.270 (Delegation of powers to managing official), RCW 39.04(3) for emergency procurement, and Chapter 39.28 RCW (Emergency Public Works). Effective upon signature hereto and as further detailed in Section 3 below, the Executive Director is authorized to exercise such lawful authority through the use and direction of District personnel, services, equipment and such additional acts as the Executive Director may find necessary in his or her sole discretion to properly and safely manage this emergency.
3. Powers. In order to properly delegate and authorize the Executive Director to prepare for, address, manage, prevent, respond to, and remediate this emergency situation, the Executive Director shall have all necessary powers to do the following, which is provided for example and not limitation: Make necessary rules and regulations reasonably related to the emergency, to obtain supplies, equipment, personal property, professional, procured technical services, etc. (including selecting and awarding such contracts as necessary), such public works as defined by RCW 39.04.010, to authorize overtime and/or extended leave for personnel, to requisition personnel and material, obtain emergency funding and permitting through federal, state and local agencies, and take such other lawful acts as may be necessary and reasonably related to the emergency situation declared hereunder.
A. The foregoing powers and authorities are to be read consistent with the District’s existing Delegation of Authority; however, if there is a conflict between the Delegation of Authority and this Resolution, this Resolution shall control.
B. If the Executive Director exercises any powers or authorities delegated under this Resolution, the Executive Director shall report such exercise to the Commission at the next regular Commission meeting with explanation as to why it was necessary to take such action under this Resolution to meet the emergency situation articulated herein. If required by law, the Commission shall take such action in an open session to ratify the Executive Director’s action(s) hereunder.
4. Termination. This Resolution shall continue in full force and effect until terminated by law or by further Resolution and shall be reviewed as a regular agenda item on the Commission’s agenda until such time as this Resolution is terminated.
Mr. McChesney recommended the Commission approve the resolution as presented.
Commissioner Faires commented that he has complete trust in the Executive Director and staff to take whatever action is necessary. He assured the public that, in addition to the formality of adopting the resolution, the Executive Director has, consistently and without exception, communicated informally with the Commission and the Commission is not abrogate in its duties with regard to exercising their power on behalf of the Port District. He said he believes the Executive Director and staff will continue to communicate any activities under the resolution and that the resolution will be terminated as soon as it is appropriate to do so.
COMMISSIONER JOHNSTON MOVED THAT THE COMMISSION APPROVE RESOLUTION 20-03, DECLARING LOCAL EMERGENCY AND DELEGATION OF AUTHORITY, AS PRESENTED. COMMISSIONER PRESTON SECONDED THE MOTION, WHICH CARRIED UNANIMOUSLY.
Mr. Cattle suggested that the Commissioners could each sign the resolution electronically, and then a hard copy of the resolution could be signed when it is convenient and safe to do so. For those Commissioners who don’t have the capability to sign electronically, a copy of the resolution would be left on the Commission dais for their signature.
BUSINESS TENANT RENT DEFERRAL POLICY
Mr. McChesney observed that this is an unusual time. Businesses have been required to shut down or ask their employees to work from home, if possible. Some of the Port’s business tenants have had to lay off employees. Some have approached the Port, specifically asking for rent deferrals or payment plans, and others have come with less specific request for rent relief. The Port wants to work with business tenants to relieve some of the financial pressure due to COVID-19 so they are able to continue their tenancy at the Port. While exact costs are difficult to determine at this time, it is more cost effective to keep current business tenants than it is to recruit and sign up new ones.
Mr. McChesney explained that, as per the proposed Business Tenant Rent Relief Program (See Staff Report Attachment), tenants would be required to sign a lease amendment, allowing all other terms and conditions of the lease to continue. If approved by the Commission, the Port would begin to implement the program immediately. He advised that the fiscal impact of the policy is currently unknown, but Port revenue would remain the same as billings would continue as normal. If all eligible tenants participate, approximately $650,000 in cash payments may be delayed for up to a year. This represents three months of deferred rent. He recommended the Commission approve the Business tenant Rent Relief Program as presented.
Commissioner Faires noted that the program would remain in effect from April through June for contracts that extend to at least January 2021. He understands that three months is a good place to start, but they still don’t know how long the emergency situation will last. As circumstances make themselves known, he assumes that the Commission will have the ability to extend the program if deemed necessary. Mr. McChesney agreed that the program could be extended at the discretion of the Commission. He explained that the intent is to approve the program as soon as possible to relieve stress on the Port’s business tenants.
Commissioner Harris referred to Item 8, which would allow business tenants with lease terms that end between March 31, 2020 and August 31, 2020 to participate in the program if they sign a lease extension with a new term of one year or more. She asked how many tenants would fall into this category. Ms. Drennan responded that there are currently six tenants who have lease terms that end between March 31st and August 31st.
Mr. McChesney explained that calibrating the relief proposal with lease terms was challenging. For example, it is hard to put together a 3-month rent deferral program for short-term and month-to-month leases that only have one month left on the lease. For leases that terminate before the end of the year, it is difficult to calibrate a recovery program that extends beyond 2020. As per Item 8, tenants can extend their leases for a year in order to qualify for the program. The intent is to work with all tenants.
Commissioner Faires commented that it is important to understand that the program was created very quickly, and the Commission and staff believes it is the best approach based on what they know now. Time will tell whether it needs to be fine tuned or not. Commissioner Harris cautioned that the Port may also need to work with tenants who cannot sign an additional lease at this time. Ms. Drennan explained that the Port cannot allow these tenants to pay beyond their lease terms. They must either extend their leases or work with the Port on pay-back plans that end before the leases expire.
Commissioner Johnston expressed his belief that the proposed program is a great way to provide some measure of relief to the Port’s business tenants who will be getting other measures of relief as the U.S. Senate moves towards passing the economic rescue bill. This is a great step on behalf of the Port to provide some relief. Commissioner Orvis noted that, as more information becomes available, the program may have to be revised accordingly.
COMMISSIONER HARRIS MOVED THAT THE COMMISSION APPROVE THE BUSINESS TENANT RENT RELIEF PROGRAM AS PRESENTED. COMMISSIONER JOHNSTON SECONDED THE MOTION, WHICH CARRIED UNANIMOUSLY.
COVID-19 EMERGENCY LEAVE POLICIES
Mr. McChesney advised that the Families First Coronavirus Response Act (FFCRA), which is an economic stimulus plan to address the impact of the COVID-19 pandemic, was signed into law on March 18, 2020. The act contains provisions requiring protected and partially-paid leave for employees forced to miss work when their child’s school is closed due to the outbreak, as well as provisions creating a right to emergency paid sick leave for certain absences related to the outbreak. Under the act, employers are required to provide 80 hours of paid sick leave over and above the amount of personal sick leave any individual will have already accrued in their sick leave bank as provided by the Port of Edmonds in the regular package of employee benefits.
Mr. McChesney further advised that, under the emergency “stay-at-home” order mandated by Governor Inslee, the Port has begun closing down non-essential operations. By Friday, March 27th, the following temporary changes will be in effect until the emergency order is lifted:
• Marina Operations will be closed, and there will be no Travelift service, boatyard access, fuel dock sales, or public launches. There will be no in/out Dry Storage service. However, before final closure, Dry Storage customers may request to have their boats put into the water, where they will have access but no haul-out service. Tenants who choose this option will continue to pay the full Dry Storage rate. Tenants who leave their boats in the racks will only pay the “pay per move” rate ($133.93) and no in/out or wash rack service will be provided. All public restrooms will remain closed.
• Minimal staff (skeletal crew) will always be on the premises. Marina Operations will have three qualified staff in attendance seven days a week to perform incidental tasks/chores, dock checks, security, and other light duty assignments. There will be no direct customer service.
• Maintenance crews will stop work, except on certain ongoing projects as directed. Maintenance staff will be on an on-call basis, and landscaping/groundskeeping staff will be assigned as needed.
• The administrative office will be closed, and administration staff will be working from home. They will rotate into the office for necessary work that cannot be done at home, one at a time to preserve required separation. There should always be an administrative staff person in the office to answer phones, mail, etc.
• Since the stay-at-home order is mandatory and additional sick leave provided at full pay, those non-exempt hourly workers who have volunteered to be at work will receive pay at 1.5 times their regular rate.
• All employees who are not working on site will continue to receive their regular pay as Closure Pay. While receiving Closure Pay, all employees must be available and ready to work.
Mr. McChesney said staff is still researching the cost recovery associated with the proposed emergency policies. He recommended the Commission approve and authorize the COVID-19 Emergency Paid Leave Policies (See Attachment to the Staff Report) as presented. He summarized that the Port values its employees and is very interested in their health and safety and providing a clean and safe place for them to work.
Commissioner Preston asked if any funding from the Federal Government’s Families First Coronavirus Response Act would be available to reimburse the Port for such things as Closure Pay. Ms. Drennan said that, at this time, it is not clear whether the funding will be available to governments or just businesses. However, The Port is tracking pay differently now so that the costs can be segregated out for reimbursement if allowed. Commissioner Johnston pointed out that the Federal Legislation includes relief funding for federal, state and local governments, which could offer another avenue of relief to the Port.
Commissioner Faires observed that, at this time, they don’t know enough to be very certain this is the bottom line, but he supports the proposal because it gets the Port moving in the direction of taking care of irreplaceable employees during this time of stress.
Commissioner Harris asked if the Port’s Covid-19 Emergency Relief Policy would become effective immediately, regardless of the outcome of the Federal legislation, and Mr. McChesney answered affirmatively.
COMMISSIONER HARRIS MOVED THAT THE COMMISSION AUTHORIZE THE COVID-19 EMERGENCY PAID LEAVE POLICIES AS PRESENTED. COMMISSIONER FAIRES SECONDED THE MOTION, WHICH CARRIED UNANIMOUSLY.
EXECUTIVE DIRECTOR’S REPORT
Mr. McChesney reported that the Port has tightened its belt and is avoiding any unnecessary expenses, and this effort will be ongoing.
Mr. McChesney advised that the Harbor Square Building 3 Project is still moving forward. The stucco has been removed to the beams and more damage was found than originally anticipated. Staff will bring a change order to the Commission for approval on April 13th. He reminded them that the contract was structured with a unit-price provision because they anticipated that more damage would be discovered. The Commission agreed that the project should proceed so that the situation could be addressed in its entirety. Commissioner Preston commented that it is a good time for the contractor to be working since there are fewer tenants in the building.
COMMISSIONER’S COMMENTS AND COMMITTEE REPORTS
Commissioner Harris thanked staff for their hard work. It is an unprecedented time and it can’t be easy for them to deal with customers on a personal level. Everyone has done a great job. Commissioner Johnston agreed and said he is grateful the Port has such good staff.
Commissioner Preston asked when the Boardwalk Condition Survey and Feasibility Study would be completed. Mr. McChesney said he anticipates the report will be ready for Commission discussion on April 13th.
ADJOURNMENT
The Commission meeting was adjourned at 2:45 p.m.
Respectfully submitted, David Preston, Port Commission Secretary