Minutes of August 16, 2005 Work Session/Regular Session Meeting
Expo Center Conference Room 6:00 P.M.

Present: Commissioners Sherry Bohn, Fred Duckwall, Don Hosford, Hoby Streich, and Kathy Watson; Attorney Jerry Jaques; from staff, Mike Doke, Linda Hull, Linda Shames, and Laurie Borton

Absent: Executive Director David Harlan

Media: Mark Bailey, KIHR Radio

President Sherry Bohn called the Commission into work session at 6:04 p.m. and noted the Commission may be called into Executive Session under ORS 192.660(2)(e) Real Property.

1. Xventure Resort Proposal. The Port of Hood River, the Port of The Dalles, and Northwest Aluminum in The Dalles have been invited to respond to a Request for Proposal (RFP) for a development project consisting of a privately owned and operated hotel/condo/conference center with indoor water park, outdoor adventure park, spa, restaurants, retail and lodging facilities. An August 10 pre-proposal conference and presentation was conducted by Peggy Lalor of Xventure Resorts, Inc., Bruce Dalen, Amusement Leisure Worldwide, and Paul McGrade, Commercial Debt Finance, Inc. Partners from PacRim Developments, Inc., and Aquilini Investment Group were unable to attend the presentation. President Bohn thanked Mike Doke, Marketing Manager, for the synopsis [attached] of the August 10 presentation and also asked for comments from Commissioners Hosford, Streich, and Watson, who also attended the meeting. President Bohn compared elements of the proposal to the Port's Strategic Plan and questioned if there was enough information to make a decision in the next 30 days with September 15 being the RFP deadline.
· Zoning and Planning - The Port's objective is to develop a master plan and business park. This proposal would require the Port to rezone the property from light industrial to commercial, purchase privately owned property on the Waterfront, and fix the odor problems at the wastewater treatment plant.
· Strategy and Development - The Port has plans to move forward with the Second Street and Frontage Road projects; and even though a mixed-use zone was not delivered, neither the Port nor William Smith Properties, Inc. has withdrawn the Memorandum of Understanding for development of the Waterfront.
· Strategic Assets - Once the short-term construction jobs go away, the projection of 11 year-round jobs per acre would not be the best use of the Port's waterfront asset.
· Land Management - The RFP would require the demolition of the UTS Portsite and Expo buildings and relocation of those jobs may be difficult because the Xventure Resort would greatly reduce Hood River County's inventory of available industrial land.
· Economic Development - The current recreational season is expanding. Is there enough information in the RFP about the convention business and "shoulder season" usage?
At first glance, President Bohn stated it was her opinion that it would be difficult to meet the RFP's criteria by the September 15 deadline. Commissioner Watson stated the sale of waterfront land would not set well with the community and she did not believe there was broad-based support for the project. Watson further commented that the project would be good for the region and she hoped Lalor was successful but questioned the waterfront as the best location. Watson stated she was surprised the aluminum plant in Troutdale, Oregon had not been contacted because of its proximity to the Portland/Vancouver metropolitan area. Commissioner Duckwall commented there were too many factors that needed to be coordinated with the City, County, and private land owners; the Port needed to do due diligence on the resort partners; and that it would be impossible to meet their criteria. Duckwall stated it was his opinion that the RFP was unprofessional. Commissioner Hosford believed the resort would be good for the region but he was not willing to make a commitment unless there was concurrence with the City and County. Commissioner Streich stated it was his impression from attending the pre-proposal conference that the RFP deadline was vague and the partners were more interested in simply knowing who would participate. Streich said he was in favor of acknowledging the Port's interest but that any questions from the Port would need to be clarified before an RFP was submitted. Streich concurred, however, with Duckwall's statement regarding a due diligence process.
President Bohn invited guest comments from Bill Fashing, Hood River County Economic Development Coordinator and Joanie Thomson, Hood River Downtown Business Association (HRDBA) Coordinator.
· Fashing commented that the potential of 23 acres of waterfront industrial land being taken from the County's inventory was a concern. Fashing stated if the project is the right thing for the community then the proposal should be looked at, even if it reduces the industrial land inventory. Regardless of the decision made by the Port regarding the RFP, Fashing stated the Port, City and County need to meet and discuss expanding the inventory of available industrial lands. Commissioner Watson interjected that not all industrial lands are equal, pointing out that land in Dee may not be an option to land that is available in Hood River or Odell. Fashing concurred, citing water and sewer needs as examples of infrastructure challenges.
· Thomson reported the Xventure Resort proposal had been discussed at a HRDBA meeting and the basic sense was that there was not enough information to take a stand, either for or against, but that the proposal should be seriously reviewed.
President Bohn continued the discussion by stating it was time to step up and take a stand. Bohn asked the Commission if this project was their vision for the Waterfront?
Commissioner Duckwall reiterated the necessity of the due diligence process and also recommended comparing the Hovee market study completed for the Port last October to the Xventure market study. Bohn stated it was her understanding that the Xventure market study was not a public document and the Port would be required to sign a non-disclosure form. Guest Bill Fashing, who is also a member of the Oregon Investment Board (OIB) which helped fund the study, suggested that the market study might be considered proprietary if it was a part of Xventure's business plan but offered to follow-up on the non-disclosure status. Duckwall also stated he was not impressed with the job density projection.
Without knowing more, Commissioner Watson recommended that the Port request an extension of the September 15 RFP deadline and invite the Xventure partners to a meeting to answer questions. Watson also stated a time extension would allow the Port the opportunity to discuss the project with the City and County for a consensus. Watson reiterated that she would like to see the project stay in the region but not necessarily on the waterfront, and questioned a possible disconnect of people working here but living elsewhere. Commissioners Watson and Duckwall then summarized a short list of the unanswered questions: due diligence on the project partners, discrepancies in the market studies, acquisition of property (Lalor indicated to Marketing Manager Mike Doke that Xventure Resort may not pay market rate because it would depend on "community interest"), a fix to the wastewater treatment plant's odor problem, congestion, the Port's relationship with ODOT (Oregon Department of Transportation) regarding the Second Street and potential Frontage Road projects, and disposition of the land if the project fails.
Commissioner Streich stated he was not ready to say no because the Port may be missing an opportunity, and reiterated that the Port should request more time to allow for due diligence and for questions to be answered.
President Bohn stated the Community does not need another 30 acres of recreation when we already live in a recreational area. Bohn also stated her opinion that the Port should not respond to the RFP if this project is not the Port's vision based on the Strategic Plan.
Commissioner Hosford stated he was not in favor of responding to the RFP and that he did not want to postpone the bidding of the Second Street project.
President Bohn reminded the Commission that the purpose of the Work Session was for discussion only and that action could not be taken. Attorney Jerry Jaques recommended that further discussion be continued in Executive Session under ORS 192.660(2)(e) Real Property.

President Bohn closed the work session at 7:00 p.m., and announced the Commission would meet in regular session following a short break.

1. CALL TO ORDER: President Bohn called the regular meeting to order at 7:05 p.m.

a) Introductions: Mark Bailey, Steve Richter, and Jim Schlemmer introduced themselves to the Commission and staff and were welcomed to the meeting. Linda Maddox arrived after introductions were made. Work session guests Bill Fashing, Joanie Thomson, Amanda Kahoe, and Jane Duncombe, did not attend the regular session.

b) Modifications, Additions to Agenda by Staff: Marketing Manager Mike Doke reported that the Community Education Department had requested use of the Marina Green for scheduled adult soccer games and he would like the Commission to discuss the request during the Waterfront Recreation staff report.

2. PUBLIC COMMENT: Steve Richter first thanked the Commissioners for volunteering their time and stated that he appreciated it. Richter voiced his concern that there had been no progress on the waterfront and stated that he did not know all of the problems that were associated with the development problems but it was his naïve observation that gridlock existed and he was certain that this particular board of experienced business people could get rid of that gridlock. As a private citizen, Richter stated that he could not develop his 10 acres of property on Hayes Drive, west of the airport, until the Port developed the waterfront. Richter suggested Lot 7 as the location for a waterfront park because of its tie-in to the Hook, and that the Port should consider selling waterfront property for private development and use the money to develop the airport as an economic powerhouse, as the John Weber Business Park has proven to be. Richter also suggested the condemnation of Orchard Road if the airport property is developed. President Bohn told Richter that the Board had heard and appreciated his comments

3. APPROVAL OF MINUTES:
Motion: Move to approve the July 19, 2005 regular session meeting minutes and the July 26, 2005 special session meeting minutes.
Move: Hosford
Second: Duckwall
Vote: Aye: Bohn, Duckwall, Hosford, Streich, and Watson
MOTION CARRIED

4. INFORMATION-COMMUNICATIONS:
a) Guests: None

b) Staff Report:
· Bridge: Linda Shames, Finance Manager, reported that quotes in the amounts of $211,000 and $222,000 for the concrete deck overlay project for the Oregon and Washington approaches had been rejected. HNTB, the Port's bridge engineering firm, had estimated the project cost at $75,000. Shames stated that the overlay project would be bid with the span lock rehabilitation project next spring, and that there should be a better response due to better weather and mobilizing once for two jobs. Shames also stated the Port had not received a response from the August 11 meeting between the Oregon Department of Transportation (ODOT) and the Yakama tribe on the archeological issues that still remain unresolved from the bridge redecking project. Shames reported the automated toll collection system is on temporary hold but that she hopes the timing of the system will coincide with the Tacoma Narrows bridge project.
· Waterfront Industrial/Planning: President Bohn briefly commented the Commission had spent the past hour in a work session discussing the Xventure Resort proposal, and that discussion would continue in Executive Session.
· Waterfront Recreational: Mike Doke, Marketing Manager, reported that a request had been received from Hood River Valley School District's Community Education Department to schedule adult soccer games on the Marina Green. Doke asked if the Commission wanted to reaffirm or amend its March 2004 recommendation that youth soccer only be scheduled because the wear and tear on the grass would be less. There was Commission consensus to reaffirm the youth soccer decision.
Linda Shames reported the marina fuel pump replacement has arrived but that operation is not anticipated until the first of next week. The Port has a one-year fueling concession agreement with Hood River Shell, with a 5-year renewal clause and a 90-day cancellation notice by either party. A phone line from the fuel dock connects to the Shell station and signage will indicate there may be a 15-minute response time during the fueling hours of 8am to 6pm.
· Wasco Business Park: Renaissance Learning (Humanities Software) has moved into the Wasco Business Park building and Peggy Menasco, Operation's Planner, has suggested August 24 as the date for a tour of the building by Commissioners and staff. There was commission and staff consensus that August 24 was not a good date and Mike Doke stated he would work on rescheduling the tour.
· Other: Linda Hull, Executive Assistant, reminded the Commission of U.S. Senator Ron Wyden's 1:00 p.m. visit to the Port Office on Tuesday, August 17. All of the Commissioners confirmed their attendance; President Bohn will host the Senator's visit with the Port, City and County officials to thank the Senator for the TEA-21 authorization of $900,000 towards the Frontage Road Crossing feasibility study ($500,000 in the senate version, plus $400,000 in the house version).
Mike Doke reported that the September 6 Commission meeting will not need to be canceled. It was initially thought that the meeting would conflict with the County's September 6 meeting to discuss the unincorporated communities of Windmaster, Odell, and Parkdale. Doke stated that Windmaster would not be on the September 6 agenda because the County would first like to meet with the Port and City before proceeding in detail on Windmaster.

c) Commissioner, Committee Reports:
· Waterfront Planning - President Bohn reported the City Planning Department's proposed amendments to the Goal 5 Ordinance were discussed by City Council on August 8, and that a final decision on the amendments is anticipated at the August 22 City Council meeting. Bohn stated the Council heard the Port's comments and was appreciative of the individual contacts that were made. Attorney Jerry Jaques commented the Ordinance language he had seen was still out of sync with the State regarding "bankfull stage" but that the City apparently felt it was their discretion to consider "top of bank" versus bankfull stage.
· 2005-2006 Committee Appointments - President Bohn stated that she would entertain a motion to extend the current committee appointments for one year since she had not received any requests from the Commissioners for reassignment to different committees. The current committee appointments are as follows:

Airport - Duckwall, Streich Personnel - Bohn, Duckwall
Architectural Site Review - no appointment Real Estate - Bohn, Duckwall
Budget - All Commissioners Waterfront Recreational - Bohn, Streich
Community Relations - Watson, Bohn Marina Planning - no appointment
Finance - Duckwall, Streich Ad Hoc - no current committees

Motion: Move to extend the current committee appointments for the 2005-2006 commission year.
Move: Duckwall
Second: Hosford
Vote: Aye: Bohn, Duckwall, Hosford, Streich, and Watson
MOTION CARRIED

5. ACTION ITEMS:

a) Wasco Change Order - Ratification: Linda Shames, Finance Manager, explained the expense for additional sound installation to walls and ceilings at conference rooms, lunch room, and various offices described in Change Order Nos. 17 and 19 would be incorporated into the Humanities interest-bearing note; and that part of the cost of the tenant improvements detailed in Change Order No. 16 for new space finish work would be incorporated into the note and part of the expense would be recovered in the lease rate.

Motion: Move to approve Wasco Change Order Nos. 16, 17, and 19 in the total amount of $62,825.72.
Move: Duckwall
Second: Watson
Vote: Aye: Bohn, Duckwall, Hosford, Streich, and Watson
MOTION CARRIED

b) Accounts Payable: None.

6. ANNOUNCEMENTS: President Bohn reopened a discussion from the July 5 regular meeting regarding Expo Center stakeholders. Bohn stated the County had been approached to facilitate the formation of a committee to look at the potential displacement of community events. Bohn reported the County had declined the facilitation role. Commissioner Watson recommended that the County and City suggest committee members who would make a serious effort to look for options if the Expo is not available to the community. Commissioner Hosford agreed with Watson, stating it was important that the community understand the reasons for the potential loss of the Expo for events. Watson questioned the need for a facilitator and said it was her understanding that the Chamber was not interested in facilitating an Expo stakeholder committee, and Watson also questioned a conflict of interest with the Chamber facilitating this committee. Commissioner Duckwall responded to Watson's comment by stating the Chamber was well qualified to facilitate the committee once appointments were made; however, Bohn emphasized the need for a strong facilitator who could organize and coordinate the committee. Commissioner Streich stated he had no comment, either way. There was Commission consensus to review this topic when Executive David Harlan returned from vacation.

President Bohn stated that action was needed to direct staff regarding the Xventure Resort proposal and asked the Commission for a motion or consensus. Commissioner Duckwall stated a motion was appropriate, and Attorney Jaques stated it was also appropriate for the Commission to continue discussion in Executive Session.

President Bohn then reminded the Commission of the August 23 Governance Special Meeting, which will be held at the Hood River Inn from 8:30 a.m. to 3:00 p.m. Bohn also noted that Port/City/County lobbyist Hal Hiemstra, of Ball Janik LLP, would be in Hood River the evening of August 23 and that Hiemstra would meet with Dave Harlan, Bob Francis, and David Meriwether the morning of August 24.

President Bohn then announced that she had been accepted into a Community Building Leadership Program at the Ford Institute. Bohn was congratulated and received a round of applause by her fellow Commissioners, staff, and audience.

7. EXECUTIVE SESSION: President Bohn called the Commission into Executive Session under ORS 192.660(2)(e) Real Property at 7:48 p.m. Upon conclusion of Executive Session, the Commission was called back into Regular Session at 8:18 p.m.

The following Xventure Resort proposal discussion continued as a result of Executive Session: Commissioner Watson was concerned with the project being of value to the Port but stated it might not hurt to ask some valid questions inasmuch as the City and County had indicated their support of the Port's decision. President Bohn commented that the Port had an obligation to inform William Smith Properties, Inc. if an extension of the September 15 RFP deadline were requested. Bohn also shared her concern about potential backlash if contact was not made with the other developers whose waterfront RFPs had been rejected when Smith was selected. Bohn recommended that the Port's response should be that the Resort does not follow the direction of the Port's strategic plan. Commissioner Streich stated he had concerns with proposal criterion that could not be quickly answered, and stated he was also concerned with the property being locked up in a long-term negotiation period. Streich also directed a comment to audience member Mark Bailey of KIHR Radio that he hoped the media would "get it right" regarding the Port's concerns about the proposal, which had been given serious thought and discussion. Bohn pointed out that the discussion on the Xventure Resort proposal had brought to a head the need for the Commission to commit time and energy into their vision of the waterfront and Master Plan process.
There was Commission consensus that the Port would not respond to the Xventure Resort proposal and would submit a letter, with courtesy copies to the City and County, thanking them for the opportunity to respond.

8. ADJOURN: President Bohn adjourned the meeting at 8:26 p.m.

Minutes of August 23, 2005 Port of Hood River Commission Special Meeting
Hood River Inn Mountainview Room 8:30 AM

Present: Commissioners Sherry Bohn, Don Hosford, Fred Duckwall, Kathy Watson and Hoby Streich; Attorney Jerry Jaques; from staff, David Harlan, and Linda Hull for open session; Facilitator Gwendolyn Griffith

Media: None

President Sherry Bohn called the Special Meeting in Executive Session to order at 8:30 a.m. Gwendolyn Griffith, attorney from the law firm of Speer, Hoyt, Jones, Feinman, Poppe, Wolf & Griffith, P.C., facilitated the discussion. President Bohn immediately called the Commission into Executive Session under ORS 192.660(2)(f) Exempt Documents, based on a letter prepared by Ms. Griffith.

At 3:45 p.m., President Bohn called the Commission back into open session and Linda Hull arrived to take minutes. Ms. Griffith explained the Commission had been discussing barriers and opportunities for working together and asked the Commission to clarify the next steps. She asked if the Personnel Committee, an internal committee, would be willing to start the process. Commissioner Hosford explained that in the past the Personnel Committee's role was to review personnel salaries, benefits, and issues, including the Executive Director's. Griffith asked if those duties could be expanded to include working on issues that were discussed today and it was agreed that they could be added. The Personnel Committee is always the current President and Vice President; Dave Harlan will work with Commissioners Bohn and Duckwall in this assignment.

The following things were identified as those the committee could address:

1. Setting expectations, commitments, and timelines, commonly called a Work Plan.
2. Identify Key Performance Indicators and Benchmarks to measure performance and completion of the Strategic Plan, including dates and timelines.
3. Create a statement of the Strategic Plan: where we are and where we are going.
4. Identify roles and responsibilities of the Board, including communication flow between the Commission and the Executive Director, to enhance the decision-making process and resolve conflicts.
5. Develop an agreed-upon decision-making process at the Board level in developing consensus by identifying issues and obtaining all the necessary information to reach the best possible decisions under the circumstances.
6. Awareness of behavior within, and without, the Port as an entity.

Other items that would fit into those listed above would include:

1. Communication flow between staff and Commission.
2. Reviewing the Governances and best practices models.
3. Learn to distinguish between the specific issues of constituents and those of Port business.
4. Define, create, and encourage avenues of direct communication.

The Personnel Committee will prioritize these tasks and come back to the full Commission with recommendations.

Motion: To move forward with the work identified by using the Personnel Committee.
Move: Duckwall
Second: Hosford
Vote: Aye: Bohn, Duckwall, Hosford, Streich and Watson
MOTION CARRIED

Ms. Griffith asked if there were any other issues left orphaned on the table and the Commission did not believe so. She asked that Harlan sit down individually to follow up on items that may be best discussed one-on-one.

The meeting was adjourned at 4:05 p.m.