HomeMy WebLinkAbout5.183 Original ContractCONTRACT
THIS CONTRACT is made between the City of Port Angeles, a
municipal corporation of the State of Washington, hereinafter
referred to as "City and Friends of the Fine Arts Center, a non-
profit corporation of the State of Washington, hereinafter referred
to as "Friends
In consideration of the mutual covenants and agreements
specified herein, to be kept and performed by the parties hereto,
it is hereby agreed as follows:
I
It is understood and agreed by the parties that the purpose of
this Contract, as well as the purpose of the Friends of the Fine
Arts Center as set forth in the bylaws of said non profit corpora-
111 tion, is to foster, promote and encourage public interest in and
financial support for the Port Angeles Fine Arts Center and to
provide a means for the Friends to raise funds to support and endow
programs at the Fine Arts Center. In accordance with said purpose,
it is the intent of the parties that operation of the gift shop
provided for herein will enhance the cultural experience of
citizens visiting the Fine Arts Center and that the proceeds from
the operation of the gift shop will ultimately accrue to the
benefit of the Fine Arts Center.
II
The City hereby grants and accords to the Friends, for the
term and upon the conditions and provisions herein specified, the
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right and privilege to operate and conduct a Fine Arts Center gift
shop within the premises of the Port Angeles Fine Arts Center in
the City of Port Angeles, Washington.
The Friends will operate the gift shop commensurate with the
high quality of service and products typically provided in art
museum gift shops and will cooperate with the Director of the Fine
Arts Center to ensure that the gift shop is an enhancement to the
City's activities at the Fine Arts Center. The Friends will
conduct no other business activity within the Fine Arts Center
premises unless specifically authorized to do so by the City
Council of the City of Port Angeles.
III
The City will provide a small room in the Fine Arts Center
building within which the Friends shall equip and operate the gift
shop at its own expense. The Friends will provide such equipment
at no cost to the City and remove it promptly at the end of this
Contract.
The City will provide utility services without charge.
No other alterations or improvements may be made without the
express written consent of the Parks Director of the City of Port
Angeles. In the event such approval is given, it is understood
that such alterations or improvements shall become the property of
the City without compensation to the Friends at the expiration or
termination in any manner of this Contract.
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IV
The term of this Contract shall be from J e, t. I
19 5" through Dec, Z 1
3
1979 however, the Contract shall be
subject to renewal by agreement of the Friends and the City's Parks
and Recreation Director and shall be subject to termination at any
time by either party upon thirty days' written notice.
V
It is understood and agreed that the purpose of this Contract
is to provide a means for the Friends to raise funds to support and
endow programs at the Port Angeles Fine Arts Center.
VI
The Friends shall install and maintain accurate and appro-
priate bookkeeping and accounting methods and shall permit the City
to review the accounting books and records of the gift shop.
Such records shall be made available to the City upon request
during normal hours of business.
VII
The City shall have the right to order the improvement of the
quality of the services rendered.
VIII
The Friends shall operate the gift shop only during the times
that the Fine Arts Center is open to the public.
IX
The Friends shall comply with the following conditions:
1. The Friends shall keep the gift shop premises in a clean
and sanitary condition at all times.
2. The Friends shall strictly obey all laws of the State of
Washington, all ordinances of the City of Port Angeles,
all regulations of the Port Angeles Parks and Recreation
Department, and will not allow the violation of any of
these laws, ordinances, or regulations by any other party
within the area in which the gift shop is operated.
:3. The Friends shall promptly pay all debts incurred by the
Friends for the purchase of goods or services used in the
operation of the gift shop.
4. The Friends shall promptly pay all taxes resulting from
the operation of the gift shop.
5. The Friends shall not erect any sign on the premises or
in the vicinity thereof without obtaining the advance
approval of the City.
6. The Friends shall obtain and pay for all permits or
licenses that may be required for the installation and /or
operation of the gift shop.
X
The Friends hereby agrees to defend and hold harmless the
City, its officers, employees and agents, from any and all claims
and suits for liability or damages of any character whatsoever
which may result from any act or omission on the part of the
Friends, its employees or agents, while on City of Port Angeles
property or resulting from, or claimed by reason of, the operation
of the gift shop, excepting those damages resulting from the sole
negligence of the City or its employees in the performance of their
assigned duties; provided, however, that the Friends' liability
pursuant to this paragraph shall only be to the extent of the
insurance policy required in Paragraph XI, together with any
deductible or self insured retention, which shall be the sole
responsibility of the Friends.
XI
The Friends shall maintain in full force and effect during the
term of this contract a policy of comprehensive public liability
insurance with a company admitted to do business in the State of
Washington indemnifying the Friends and the City of Port Angeles
4
J
against any and all claims for damages that may result from any act
or omission on the part of the Friends or the business conducted
hereunder.
Said policy shall provide coverage in the amount of $1,000,000
combined single limit per occurrence and $2,000,000 annual
aggregate combined bodily injury and property damage. The City
shall be named as an additional insured and a copy of said
insurance policy shall be delivered to the City and shall be
subject to the approval of the City's Risk Manager and liability
carrier.
XII
The Friends shall maintain all gift shop equipment in good
working condition at all times, at the Friends' expense.
XIII
Neither this contract nor any rights or privileges hereunder
shall be assigned or sublet without the prior consent of the City
Council of the City of Port Angeles.
XIV
The Friends shall immediately surrender possession of the
premises to the City on the termination of this Contract for any
reason, and the Friends shall pay any costs or expenses incurred by
the City to retain possession where the Friends fails to comply
with this provision.
XV
Any notices required by the terms of this Contract or by law
shall be deemed to have been given when made in writing and
deposited in the United States mail, postage prepaid, and addressed
to the last address provided by the parties to each other.
TIME IS OF THE ESSENCE of this contract, and of each and every
term, condition and provision herein.
XVI
The terms and conditions of this Contract shall be binding on
the parties hereto, their heirs, successors, administrators, and
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assigns, and shall be construed in accordance with the laws of the
State of Washington.
The waiver by the City of any breach of any term contained in
this Contract shall not be deemed to be a waiver of such term for
any subsequent breach of the same or any other term.
IN WITNESS WHEREOF, the parties have executed this agreement
this r day of rrino, 19g1j
FRIENDS OF THE FINE ARTS CENTER CITY OF PORT ANGELES
By x 1;j
By
ATTEST:
FFAC 94
6
By
Direct &1c of Parks Recreation
APPROVED AS TO FORM:
D n 5 D L.,/ jj n "44=11)(7/
City Cler City Att rney
e P
n dependent
CALLIS ASSOCIATES, INC. Insurance
Agent
Insurance Agents Counselors
806 South Vine Port Angeles, Washington 98362 Phone (206) 452-2314 Fax (206) 452-1701
I. Property
II. Comprehensive General Liability
FRIENDS OF THE FINE ART CENTER
1203 E. 8th St.
Port Angeles, WA 98362
Insurance Recap
Optional Coverages: Earthquake and Flood
Excess Umbrella Liability
Employee Dishonesty
a a ad'P A— awiyf q
,,,,,,,,m:3, )i-4 1 r
Perils Insured: All -Risk (subject to policy limitations exclusions)
Deductible: $250
Coinsurance: 90% Replacement Cost
Schedule of Coverage:
Contents $1 -OOtJ p° ci
Loss of Earnings 10,000 25%
and Extra Expense
Money Coverage 1,000 On Premises
1,000 Off Premises
Limit: $1,000,000/2,000,000 Combined Bodily Injury Property Damage
Coverage: Premises Operations
Products Completed Operations
Personal Injury (libel, slander, wrongful eviction, invasion
of privacy)
Independent Contractors
Blanket Contractual
Employees as Additional Insured
Premises Medical Payments ($5,000 per person)
Stop Gap
Host Liquor Liability
Fire Legal Liability (Limit $50,000)
Non -owned Auto Liability
NOTE: This is a brief recap of coverages. All coverages are subject to
policy limitations and exclusions. Coverages often of major concern that are
excluded are earthquake and flood. These coverages are available separately.
We recommend that you review your policy and call us' if you have any
questions.
AMENDMENT TO
AGREEMENT FOR PORT ANGELES FINE ART CENTER
This Amendment to the Agreement for Port Angeles Fine Art
Center is made by and between the CITY OF PORT ANGELES, Washington,
a Washington municipal corporation (the "City and JANE HUGHES,
OSCAR ZABEL, JAMES BUTLER, ELAINE SANDISON, CAROL BOARDMAN, WILLIAM
McDOWELL, KARIN RICHARDSON, HELEN RADKE, and JOHN POPE acting as
trustees (the "Trustees
RECITALS
A. The Agreement for Port Angeles Fine Art Center, effective
date July 25, 1985, provides that the facility located in the
Esther Webster residence shall be called the "Port Angeles Fine Art
Center
B. At its March 13, 1991 meeting the Trustees of the Port
Angeles Fine Art Center voted to change the name of the Center to
Port Angeles Fine Arts Center, because "fine arts" is the most
commonly accepted usage of the term and compliance with this
convention would best serve the aims of the Center.
C. The Port Angeles City Council concurs with the
recommendation of the Trustees.
THEREFORE, the CITY and the TRUSTEES agree as follows:
AGREEMENT
1. Paragraph 8 of the Agreement for Port Angeles Fine Art
Center, effective date July 25, 1985, is hereby amended to read as
follows:
8. Purpose of Fine Art Center. The facility located in
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the Webster residence and utilized as the fine art center
shall be called the "Port Angeles Fine Arts Center A 12" x
18" cast bronze plaque stating that the art center was a gift
from Esther B. Webster to the City in memory of Charles N.
Webster and Edward B. Webster shall be prominently placed at
the entrance to the center and continuously displayed and
maintained. The text of the plaque shall be as follows:
Date Signed:
Date Signed: 4
Date Signed: 6
l 1
Date Signed: x%..2//9/
The Port Angeles Fine Art(s) Center
City of Port Angeles
Gift of
Esther B. Webster
1903 1985
2. This Agreement has been signed on the dates set forth
below, but shall be effective as of the 21st day of May, 1991.
In Memory of
Charles N. Webster
1903 1969
and
Edward B. Webster
1865 1936
2
CITY OF PORT ANGELES, a
Washington Municipal Corporation
BY:
Mayor
TRUSTEES:
Jane Hughes, a
Oscar Zabel, a
Trustee
ames Butler, as Trustee
c
Date Signed:
Date Signed:
Date Signed:
Date Signed:
Date Signed:
Date Signed:
6/xi/v/
b-//9/
3
:1J Obk. aM f)A QiN
Elaine Sandison, as Trustee
w.1
Ka
i ;.ichardson, as
Caro]e Bq rdman, as Trustee
i f 7
"ustee
Helen Radke, as ustee
(—J ati-
John Pope, as Trustee
Trustee
MEMO: December 13, 1985
TO: Mayor Wbidden City Council
DF /jg
Attachment
/,'3
FROM: Dave Flodstrom, City Manager I
SUBJECT: Agreement between City of Port Angeles and
the Esther Webster Trustees for the Establish-
ment of the Port Angeles Fine Arts Center
Attached is a copy of the "Final" agreement developed between
the City of Port Angeles and the Trustees for the Esther Webster
Estate. The agreement comes after an 8 -month period of dis-
cussion, negotiations and collaborations between the City's
representatives (Dave Flodstrom, Paul Carr Craig Knutson)
and the Trustees (Janes Hughes, Oscar Zabel, Gordon ,Sandison,
Charles Kiem, Elaine Sandison Bill McDowell).
Briefly, the agreement establishes the purpose and intent
of the fine arts center as well as generally describing the
operational requirements.
Initially, the Esther Webster Estate will pay the cost of
converting the house and the immediate surrounding area from
a private residence to a public assembly area capable of serving
the community as a small fine arts center. The City's initial
responsibility (under the agreement) would be the establishment
of an improved parking lot on the Jones Street reservoir site
(funds have been included in the 1986 Budget $20,000).
On -going control and operation of the Center will be the
responsibility of the City with the annual operating budget
of the Fine Arts Center being funded by the interest earnings
on the invested principal of the estate (the principal amount
of the estate has yet to be accurately determined but is estimated
at $500,000 to $600,000). The agreement clearly recognizes
that the City has no responsibility to subsidize the Center's
annual operating budget by using City funds (the City may use
City funds but is not required to do so).
I would be happy to respond to any questions which the Council
might have. 'I would also expect Janes Hughes to be present
at the Council's December 17th meeting to answer any questions.
AGREEMENT FOR PORT ANGELES FINE ART CENTER
This Agreement is made by and between the CITY OF PORT
ANGELES, Washington, a Washington municipal corporation (the
"City and JANE HUGHES, OSCAR ZABEL, GORDON SANDISON, ELAINE
SANDISON, CHARLES KEIM, and WILLIAM McDOWELL, acting as trustees
(the "Trustees under Article SIXTH of Last Will and Testament
of Esther B. Webster dated March 19, 1984, and First Codicil
thereto dated September 21, 1984 (the "Will which were
admitted to probate February 4, 1985, under Cause No.
85 -4- 00026 -9 in the Washington State Superior Court for Clallam
County.
RECITALS
A. Under the Will, the residue of Esther B. Webster's
Estate was left to the City on the condition that the City
establish and operate a fine art center utilizing her residence
property. Express conditions for the gift included presentation
of a plan by the City, as determined by the Trustees to be
sufficient to reasonably carry out the intended use of Mrs.
Webster's residence and Estate. Under the Will, the plan must
specifically include (i) the City's acceptance of the residence
property for use as a fine art center; (ii) provisions for a
feasible program to maintain the residence and to establish a
quality program using the residence; and (iii) provisions for use
of the Trustees and, if designated by the Trustees, a larger
advisory board, as consultants to the City on a continuing basis
with respect to the fine art center.
B. The City has proposed a plan to create and operate a
fine art center. The proposed plan was approved in concept by
the Trustees on July 22, 1985, subject to (i) completion of a
written agreement satisfactory to the City and the Trustees that
implements the details of the proposed plan, and (ii) the
Trustees' approval of the details for proposed modifications to
the Webster residence, including both the extent of, and the cost
and funding of, modifications needed to permit the residence to
be used as a fine art center.
C. The purpose of this Agreement is to specify the details
of the fine art center to be created under the terms of the Will
and pursuant to the City's proposal. This Agreement is intended
to constitute the Trustees' formal approval of the conditional
gift under the Will and also the formal agreement of the City as
to its obligations in accepting the gift under the Will. Upon
the completion of the Agreement, it is intended that distribution
of Mrs. Webster's Estate to the City will take place as provided
under the Will and in accordance with usual probate procedures.
THEREFORE, the City and the Trustees agree as follows:
AGREEMENT
1. City to Act as a Trustee. The City shall hold all
property received from the Webster Estate in trust, for adminis-
tration in accordance with the Will and under the provisions of
this Agreement. The beneficiaries of the trust are the citizens
of the City of Port Angeles, although the Trustees or their
successors shall also have standing to enforce this Agreement.
As trustee, the City shall be considered the trustee of an
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express trust with all of the powers, duties, and limitations
applicable to trustees under Revised Code of Washington Title 11,
except as expanded, limited, or otherwise modified under this
Agreement or the Will. The City will not receive a fee or other
direct compensation for acting as trustee under this Agreement
and the Will.
2. Segregated Accounts. In holding property received from
the Webster Estate and any proceeds or earnings of that property
as trustee, the City shall segregate the property and keep it
separate and apart from its general funds and revenues, as well
as separate from its operating or other budgets. The City shall
not commingle Webster Estate property with any other property
that it owns or manages, except that cash from the estate may be
invested by the City in a common investment portfolio in order to
maximize the rate of return for trust funds with other City
funds, as long as trust funds remain earmarked and are separately
accounted for. The City shall furnish, the Trustees with a
statement of receipts and disbursements and balance of the
Endowment Fund annually.
3. Principal as Endowment Fund. Except as specifically
provided otherwise in this Agreement, no real property received
by the City from the Webster Estate shall be sold (provided, that
any portions of the residence that are removed or not needed in
conjunction with the initial modifications described in Paragraph
6 below, e.g., windows, fixtures, etc., may be sold or auctioned
and the proceeds added to the Endowment Fund principal) and no
expenditures of principal shall be made except with the prior
written approval of at least two thirds (2/3) of the then quali-
fied and acting Trustees. The real property held in the Webster
Estate is described in the attached Schedule A. Subject to
expenditures upon the prior written approval of at least two
thirds (2/3) of the then qualified and acting Trustees, the
principal shall be maintained as an Endowment Fund with only the
income being used to finance annual operations of, or other
expenditures for, the fine art center. All property received
from the Webster Estate, including income earned during the
probate administration, shall be treated as trust principal.
4. Management of Real Property. Mrs. Webster's residence
property located at 1203 East 8th Street, Port Angeles, Washing-
ton, shall be utilized as the site of the fine art center. All
other Webster Estate real property shall be utilized as a park-
like setting for the center and maintained in a manner consistent
with the fine art center operations. Initial maintenance of the
grounds other than the immediate area of the residence will be in
a manner comparable to previous maintenance of the property prior
to Mrs. Webster's death. The City shall bear the responsibility
and the cost for this maintenance in its individual capacity and
any expenses for such maintenance shall not be funded from earn-
ings of the Endowment Fund described above, or otherwise from the
trust. However, any general yard work immediately surrounding
the residence building will be included in the general operations
of the fine art center and paid for from its general operating
budget.
5. Sale of Certain Lots. The City will use its best
efforts to sell Lots 15 and 16, Block 211, of the Webster real
property or to otherwise dispose of those two lots in conjunction
with the purchase or acquisition of Lots 2 and 3 of Block 220,
Townsite of Port Angeles, Clallam County, Washington. The City
and the Trustees intend that no principal of the Webster Estate
be used to purchase Lots 2 and 3 of Block 220, except to the
extent that proceeds from the sale or other disposition of Lots
15 and 16, Block 211, are available. Within six months from the
date it signs this Agreement, the City will contact the owners of
Lots 2 and 3 of Block 220 to explore the purchase of those lots
and will proceed accordingly with the sale or other disposition
of Lots 15 and 16, Block 211. If purchase of Lots 2 and 3 of
Block 220 appears unlikely in the near future, the City may still
determine to sell or otherwise dispose of Lots 15 and 16, Block
211, with the proceeds to be separately accounted for and held as
principal of the trust estate for use in the future to acquire
Lots 2 and 3 of Block 220. In the event that Lots 2 and 3 of
Block 220 are acquired, the City shall take title as trustee in
accordance with the Will and this Agreement and the real property
shall in all respects be treated as part of the real property
received from the Webster Estate.
6. Modifications to Residence. The City shall cause the
modifications to the Webster residence-as detailed in the at-
tached Exhibit 1 to be completed, it being the understanding
the Trustees, based on the City's proposals, that the modifica-
tions will result in the residence meeting all applicable build-
ing code and zoning requirements for a public facility being used
as a fine art center, as set forth in this Agreement and intended
under the Will. Subsequent modifications or improvements to the
fine art center may be made in the future as the City, as trustee,
of
determines may be desirable, as long as the improvements or modi-
fications are consistent with the use of the residence as a fine
art center. Principal of the Webster Estate, up to an amount of
$50,000, may be expended in conjunction with completion of the
initial modifications set forth in Exhibit 1. In the event the
actual cost of such modifications exceeds that amount, the
Trustees shall review the additional expenditures based on the
lowest responsible bid to complete the modifications set forth in
Exhibit 1. Payment of such additional expenditures from trust
principal may be made upon the prior written approval of a two
thirds (2/3) majority of the then acting Trustees as specified in
Paragraph 3 above. In addition to the foregoing, a sum up to a
maximum of $10,000 from principal shall be designated or ear-
marked by the City to be paid as directed by the Trustees (acting
through their Chairman) for installation of the following items:
Security System Augmentation;
Display Security;
Display Cabinetry;
Display Lighting;
Display Walls; and
Display Areas.
Except for the amount of Estate principal authorized for expendi-
ture in connection with the initial modifications, no other
amounts of principal shall be used for modifications or improve-
ments to the residence except upon prior written approval of the
Trustees as specified in Paragraph 3 above. To the extent less
than $50,000 is utilized for the initial modifications, the
unused amount shall be retained as part of the Endowment Fund
and, unless approved by the Trustees as specified in Paragraph 3
above, shall not be expended for subsequent modifications or
improvements.
7. Parking Lot. As long as it is acting as trustee under
this Agreement, the City in its individual capacity shall make
available and maintain as a parking lot and parking area for the
fine art center the area located next to Jones Street immediately
to the west of the reservoir that is next to the Webster property.
The parking area shall be striped for as many parking spaces as
can be maintained consistent with the Port Angeles City Parking
Ordinance. The cost of improving this Jones Street /reservoir
property as a parking lot and of maintaining the parking area
shall be paid by the City in its individual capacity and shall
not be paid from the Estate principal or from the fine art center
operating budget. The initial improvements to make the parking
area suitable as a parking lot, i.e., grading and surfacing (with
asphalt or other usual parking lot surface), painting of stripes
to designate parking stalls, lighting, completion of a suitable
ingress and egress, etc., shall be completed within one year from
the date the residence property is transferred to the City.
8. Purpose of Fine Art Center. The facility located in
the Webster residence and utilized as the fine art center shall
be called the "Port Angeles Fine Art Center A 12" x 18" cast
bronze plaque stating that the art center was a gift from Esther
B. Webster to the City in memory of Charles N. Webster and Edward
B. Webster shall be prominently placed at the entrance to the
center and continuously displayed and maintained. The text of
the plaque shall be as follows:
The Port Angeles Fine Art Center
City of Port Angeles
Gift of
Esther B. Webster
1903 1985
In Memory of
Charles N. Webster
1903 1969
and
Edward B. Webster
1865 1936
The cost of this plaque shall be included as part of the initial
modifications, as if it were set forth in Exhibit 1.
9. General Scope of Fine Art Center Program. A regular
and ongoing program using the fine art center shall be estab-
lished to provide the citizens of and visitors to the City of
Port Angeles an opportunity to be exposed to the fine art
movement in the Pacific Northwest, as well as generally. At a
minimum, two exhibitions of art work by top quality artists, for
separate exhibition periods of from four to six weeks each, shall
be presented annually. During exhibitions, the center should be
open to the public Thursday, Friday and Saturday, 11 :00 a.m. to
5:00 p.m., or for other suitable operating hours as approved by
the Trustees, or their successors. In addition, programs
including live fine arts programs in the form of theatre, music,
instrumental and vocal literature, essay, prose, or educational
slides or movies, or lectures on art shall be presented as
feasible. Additional exhibitions and programs involving the fine
arts shall be held at the center as are available and within the
ability of the fine art center program, both with respect to
personnel and facilities and with respect to operating budget.
10. Other Uses of Fine Art Center. The City may only use
the fine art center, from time to time, as a meeting facility for
community visitors or as a location for City meetings that are
appropriate to a fine art center; provided, that use of the
center for these purposes shall not conflict with regular art
center hours or activities or with scheduled exhibits.
11. Ongoing Consultation with Trustees. The City shall
consult with the Trustees or their successors on all aspects of
administration and operation of the fine art center. As to
certain aspects of the operations of the center set forth below,
the "Advisory Board" may include an expanded group consisting of
one or more of the Trustees and additional Advisory Board members
selected by the Trustees in accordance with procedures developed
by the Trustees and as permitted by the Will. The City's consul-
tation with the Trustees and /or Advisory Board shall be on a
regular and continuing basis, although the Trustees and Advisory
Board shall act in an advisory capacity only. As provided in the
Will, the City shall not be bound by the results of such consulta-
tions.
12. Operating Structure of the Fine Art Center. Subject to
the requirements of Paragraph 11 above or otherwise in this
Agreement, the Port Angeles City Council shall have final respon-
sibility for the administration and operation of the fine art
center. The City Council or its designated agent shall retain
the services of a director for the center. The director may be
an employee or an independent contractor whose contract will
stipulate the working hours and employment conditions for the
director. The general responsibilities of the director shall be
as set forth in the City's Proposal for the Creation and Opera-
tion of the Port Angeles Fine Arts Center submitted to the
Trustees by letter dated July 16, 1985, from David Flodstrom.
Compensation of the director shall be part of the center's
regular operating budget. Likewise, the duties and compensation
for a part -time gallery sitter and live -in caretaker shall be
generally as proposed by the City in its Proposal referenced
above.
13. Program Management. The program management, including
selection, scheduling, and budgeting, as well as general policy
for the center, shall be determined by the City, with input from
and the involvement of the center director and the Trustees
and /or the Advisory Board referenced in Paragraph 11 above.
Primary responsibility for any particular aspect of operation of
the center may be delegated to one of them, subject to the City's
overall responsibility for administration and operation of the
center. The City may act through its City Manager or another
person designated as liaison to the center.
14. Financing of Operations. The income of the Endowment
Fund created from the Webster Estate shall be available to fund
the annual and regular operations of the center. The parties
anticipate that an annual budget, in a form prescribed by the
City, will be prepared by the director of the center and approved
by the City, after consultation with the Trustees and /or Advisory
Board, as required under Paragraph 11 above. Even though the
actual income from the Endowment Fund may be insufficient to
provide for the planned operation of the center during any annual
period, or over a longer time period, principal from the Webster
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Estate shall not be available for regular operating budgets
except by Trustee approval as specified in Paragraph 3 above.
The City may, if it so elects, subsidize the operations of the
center. By entering this Agreement or acting as trustee,
however, the City is not agreeing to, and has no obligation to,
subsidize or pay any deficits in the center's operating budget.
15. Insurance. Upon receipt of real property from the
Webster Estate, the City shall be responsible to see that the
fine art center and the Trustees are adequately insured for
hazard loss and general liability. The expense of such insurance
shall be part of the center's operating budget to be funded from
the Endowment Fund earnings or other operating budget revenues.
The parties recognize that the City may include. the fine art
center under its general "self- insurance" program. In the event
any such insurance, or self insurance program, is insufficient to
satisfy any losses covered by usual hazard insurance or any
general liability claims, or both (including any costs and
expenses, such as attorneys' fees incurred on account of the loss
or claim) and a claim is made against the Endowment Fund or
Trustees, or both, or they are subject to liability, the City
shall reimburse the Endowment Fund for the amount of the claim
and costs and expenses charged against the Fund and shall defend
the Trustees and hold them harmless and indemnify them from such
claim and costs and expenses. In addition, the City shall be
personally obligated to reimburse the Endowment Fund or pay the
cost to replace any property of the fine art center, or both, if
a loss covered by usual hazard insurance occurs and is not
otherwise adequately insured. Notwithstanding the foregoing, any
necessary insurance coverage for specific exhibits or displays at
the fine art center shall be part of the center's annual operat-
ing budget to be funded from the Endowment Fund.
16. Application for Grants or Other Funding. The City
shall use its best efforts to obtain additional funding for the
center through governmental grants or any other source of funds
from organizations supporting the arts. It is expected that
these efforts will continue for as long as the center is operat-
ing. In particular, the City shall apply for grants to fund the
cost of initial modifications described in Paragraph 6 above, it
being the parties' intent that if grant monies are available to
modify the Webster residence for use as a fine art center, such
outside funding should be utilized in order that the Webster
Estate may be preserved in whole as an Endowment Fund for the
operations of the center. Grant fund matching for both initial
and future grants may come from the estate principal subject to
the Trustees' approval as specified in Paragraph 3 above. In the
event principal must be used for the initial modifications des-
cribed in Paragraph 6, the City shall nevertheless pursue grants
or other outside funds that could be used to reimburse the
Endowment Fund for any principal expended with regard to the
initial modifications.
17. Opinion of City Counsel as Condition. As a condition
to this Agreement, the City shall furnish an opinion from its
legal counsel that is satisfactory to the Trustees and their
legal counsel and concludes that the City has authority to enter
into this Agreement and that this Agreement is a valid agreement
that is binding upon the City. The legal opinion shall have been
furnished to the Trustees prior to their signatures on this
Agreement and their signatures shall evidence that the condition
set forth in this Paragraph has been satisfied.
18. Termination. This Agreement shall be subject to
termination in the event any of the provisions of this Agreement
are breached by the City. Such termination events include but
are not limited to the City's unapproved use of Estate principal
for other than the initial modifications to the residence as
described in Paragraph 6; upon the failure in any calendar year
to hold two art exhibitions as described in Paragraph 9; upon the
City's failure to provide the parking area as specified in
Paragraph 7; or upon the City's failure to segregate the estate
property from its other property as per Paragraph 2. If not
otherwise terminated, termination shall occur six (6) months
after the City receives notice from the Trustees of the alleged
breach, unless City satisfies or cures such breach within such
six -month period or, in the event of any dispute, the dispute-
resolution process set forth in Paragraph 21 below is not yet
complete. Upon such termination the then Webster Estate property
held by the City, income and principal, shall revert to the
Trustees or their successors. The City shall promptly convey
such property to the Trustees at such time. In addition, the
Webster Estate shall revert and the City shall convey the Estate
to the Trustees (i) in the event the initial modifications
described in Exhibit 1 are not completed within one year from the
date the residence property is transferred to the City (even if
such modifications cannot be completed due to the Trustees'
failure to approve! the expenditure of trust principal in excess
of $50,000 as set forth in Paragraph 6); or (ii) if the minimal
operations of the fine art center specified in this Agreement
have not taken place during the first full calendar year follow-
ing the calendar year in which the initial modifications to the
residence property are to be completed; or (iii) in the event
such minimal operations fail to take place in any calendar year
subsequent to the calendar year in which operations are to
commence. In the event the Estate is conveyed back to the
Trustees, the property shall be administered in accordance with
the Will.
19. Reference to "Trustees Reference to the "Trustees"
or to "their successors" in this Agreement shall include any
successor trustee that may subsequently be selected in accordance
with procedures adopted by the Trustees or otherwise serving as a
successor trustee under the Will.
20. Headings. The paragraph headings have been included
solely for convenience and shall not be considered a part of this
Agreement for any purpose relating to the interpretation or
construction of its terms.
21. Arbitration. Any dispute between the City and the
Trustees arising under this Agreement shall be resolved by
arbitration to be conducted in accordance with the requirements
of Ch. 7.04 RCW, or such other provisions of the statutory laws
of the State of Washington as may be enacted in lieu of said Ch.
7.04 RCW, one arbitrator to be appointed by the Trustees and one
by the City, and those two arbitrators to promptly appoint a
third arbitrator. All such arbitration proceedings shall take
place in Port Angeles, Washington. In any such arbitration
proceeding, each party shall have full access to the books and
records of the other party and the power to call for testimony
any employee, agent or officer of the other party, and all other
rights to discovery afforded under the then applicable Civil
Rules for the Superior Court for the State of Washington, or
rules or laws applicable to proceedings in Clallam County
Superior Court adopted in lieu thereof, shall be applicable, all
of which shall be fully enforceably by the arbitrators or, if
they fail to effect such enforcement, by any court of the State
of Washington.
22. Counterpart Documents. This Agreement may be executed
in two (2) or more duplicate counterparts with the same force and
effect as if the parties' signatures had been made on a single
document.
This Agreement has been signed on the dates set forth below,
but effective as of the 25th day of July, 1985.
Date Signed: )-(7-'5
Date Signed:
Date Signed:
Date Signed: /2
g:(
CITY OF PORT ANGELES, a Washington
Municipal Corporation
BY:
Its
TRUSTEES:
e)
fitor_N
Mayor
JE1
Ja ughes,`as T stee
scar' Zabel, a
>/iL;)--1
Goron Sandison,
r
Tr stee
Date Signed: --1 t hA( 1
Elaine Sanfison, as Trustee
Date Signed: /ifS
Date Signed: /2
STATE OF WASHINGTON
SS:
COUNTY OF CLALLAM
4 A41/
Charles Keim; as Truste
Williai �i�IcDowell, as l Trustee
On this 17th day of fPCemher_ 1985, before
me, a Notary Public in and for the State of Washington, person-
ally appeared Char1Pq n_ Whidden to me known to be
the person who signed as favor of Port Angeles,
Washington, the municipal corporation that executed the within
and foregoing instrument, and acknowledged said instrument to be
the free and voluntary act and deed of said corporation for the
uses and purposes therein mentioned and on oath stated that he..
was authorized to execute said instrument and that the seal
affixed thereto, if any, is the corporate seal of said corpora-
tion.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
R PUBLIC in and (£br the
at of Wa hington, residing
at �0-- �.��t
My appointment expires: WWGJ'
STATE OF WASHINGTON
SS:
COUNTY OF CLALLAM
On this /.d,/ day of 4p.t, 'LILPit) 1985, before
me, a Notary Public in and for the State of Washington, person-
ally appeared JANE HUGHES, to me known to be the individual des-
cribed in and who executed the within and foregoing instrument as
trustee, and acknowledged that she signed the same as her free
and voluntary act and deed, as trustee, for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day an irst above written.
STATE OF WASHINGTON
SS:
COUNTY OF CLALLAM
CAA 1985„ before
or the StateJof Washington, person
o me known to be the individual des-
On this 5tI day of
me, a Notary Public in and
ally appeared OSCAR ZABEL,
cribed in and who executed the within and foregoing instrument as
trustee, and acknowledged that he signed the same as his free and
voluntary act and deed, as trustee, for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
NOTARY PUBLIC in and for the
State- Wa residing
at L�fa (.ems
My appointment expires: JD -5 -87
NPPA(Y PUBLIC in and Or the
aat��shn- ing
My appointment expires: Om
STATE OF WASHINGTON
SS:
COUNTY OF CLALLAM
On this /j�4zi day of X2ece ..G� -ems 1985, before
me, a Notary Public in and for the State of Washington, person-
ally appeared GORDON SANDISON, to me known to be the individual
described in and who executed the within and foregoing instrument
as trustee, and acknowledged that he signed the same as his free
and voluntary act and deed, as trustee, for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and ye above written.
STATE OF WASHINGTON
SS:
COUNTY OF CLALLAM
CVeacc.tr_Lz.ii 231,
NOTARY PUBLIC in and for the
State of Washington, residing
at (c4h-4 /Ci J
My appointment expires:/0-2T
On this //J day of JQ.?.6-fib 1985, before
me, a Notary Public in and for the State of Washington, person-
ally appeared ELAINE SANDISON, to me known to be the individual
described in and who executed the within and foregoing instrument
as trustee, and acknowledged that she signed the same as her free
and voluntary act and deed, as trustee, for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
it cr..) /).i 3:22. 222C O&- gJ/
NOTARY PUBLIC in and for the
State_�f Washington, residing
at liS a77
My appointment expires /0. 8 7
STATE OF WASHINGTON
SS:
COUNTY OF CLALLAM
On this -h/ day of /(/,L,( 1985, before
me, a Notary Public in and for the State of Washington, person-
ally appeared CHARLES KEIM, to me known to be the individual
described in and who executed the within and foregoing instrument
as trustee, and acknowledged that he signed the same as his free
and voluntary act and deed, as trustee, for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and x•E1. rst above written.
M iv; c .0
NOTARY
P OBLI C
°F Vii V t
STATE OF WASHINGTON
SS:
COUNTY OF CLALLAM
On this 1/1 day of /0g,Cpe2-6/t/ 1985, before
me, a Notary Public in and for the State of Washington, person-
ally appeared WILLIAM McDOWELL, to me known to be the individual
described in and who executed the within and foregoing instrument
as trustee, and acknowledged that he signed the same as his free
and voluntary act and deed, as trustee, for the uses and purposes
therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal the day and year first above written.
it a) 777( 292C406-6tJ,e.ee/
NOTARY PUBLIC in and for the
State WT gton, residing
at
My appointment expires:JC -5-87
Ai tr,C GC /.tJ 92 /0/.S G.1/.tX/
NOTARY PUBLIC in and for the
State of Washing on, residing
at
My appointment expires: /D 5" -E7
DAVIS WRIGHT JONES
Re: Estate of Esther B. Webster
JAK:pdk
Enclosures
cc: Mr. P. Cameron DeVore
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 1501 FOURTH AVENUE SEATTLE, WASHINGT(
(206) 6221150
Very truly yours,
February 17, 1987
TO THE BENEFICIARIES OF THE ESTATE OF ESTHER B. WEBSTER
Enclosed please find a copy of the Notice of Filing Declaration
of Completion of Probate in the above entitled matter, to which is
attached a conformed copy of the Declaration of Completion of
Probate.
As shown in the Notice, the Declaration of Completion was
filed on February 11, 1987, and the Estate will automatically
close thirty (30) days after the filing date, unless a petition for
a Court approved accounting is filed within that time.
DAVIS WRIGHT JONES
4d,i4.4_ a r 464 ek,
Richard A. Klobucher
VD 18 19
TELEX: 328919 DWJ SEA TELECOPiER: (206) 628 -7040
Anchorage, Alaska Bellevue, Washington Richland, Washington Washington, D.C.
25
4 IN THE SUPERIOR COURT OF THE STATE OF WASHINGTON
IN AND FOR THE COUNTY OF CLALLAM
5 IN PROBATE
6 In the Matter of the Estate
No. 85- 4- 00026 -9
7 of
NOTICE OF FILING OF
8 ESTHER B. WEBSTER, DECLARATION OF COMPLETION
OF PROBATE
9 Deceased.
10
11 NOTICE IS HEREBY GIVEN:
12 That the attached Declaration of Completion of Probate was
13 filed by the undersigned in the above entitled Court on the
14 11th day of February, 1987 unless you shall file a
15 Petition in the above entitled Court requesting the Court to
16 approve the reasonableness of said fees or for an accounting,
17 or both, and serve a copy thereof upon the personal
18 representative or his attorney within 30 days after the date of
19 said filing, the amount of fees paid or to be paid will be
20 deemed reasonable, the acts of the personal representative will
21 be deemed approved, and the Declaration of Completion of
22 Probate will be final and deemed the equivalent of a Decree of
23 Distribution entered under Chapter 11.76 of the Revised Code of
24 Washington.
NOTICE 1
6802b
DAVIS WRIGHT JONES
LA1+ C�EFic E�
A ARI\ER[Hlr LCRP1RAr10\+
.hih LE\ i L P1 S l ARE 1501 FI l R19 At E \t t
StAITLE, uA +HI \Gros 9 IhV
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
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If you file and serve a petition within the period
specified, the undersigned will request the Court to fix a time
and place for the hearing of said petition, and you will be
notified of the time and place thereof, by mail, or personal
service, not less than ten days before the hearing on said
petition.
Dated February 11, 1987
NOTICE 2
6802b
P. Cameron DeVore
Personal Representative
c/o Davis Wright Jones
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101 -1688
622 -3150
DAVIS WRIGHT JONES
LA, OFFICE
A TART \ERRHIP I'LLI DISE PROF t IONAI CJRPORATlo\c
aboo CE \Tl 111 SQL ARE 130■ R1H A, Est E
SEATTLE, VIAEHI\(.TE, 941.11
I_061 h_2 3110
24
25
1
2
3
4
5
FEB 11 1987
EMILY RUU. Cletk
Clallam County By.
IN THE SUPERIOR COURT OF THE STATE OF WASHINGTON
IN AND FOR THE COUNTY OF CLALLAM
IN PROBATE
6 In the Matter of the Estate
7 of
8 ESTHER B. WEBSTER,
9 Deceased.
10
DECLARATION 1
6801b
No. 85 -4- 00026 -9
DECLARATION OF COMPLETION
OF PROBATE
11 P. Cameron DeVore, the appointed, qualified, and acting
12 Personal Representative of the above entitled estate, declares
13 that the administration of the above estate has been
14 completed. In support of said declaration of completion, the
15 personal representative states as follows:
16 1. Decedent. The above -named decedent died testate on
17 January 25, 1985, and decedent's residence at the time of death
18 was Port Angeles, Clallam County, Washington. The decedent's
19 Last Will and Testament is dated March 19, 1984, and is amended
20 by First Codicil to Last Will and Testament dated September 21,
21 1984. An Order admitting said Will and Codicil to probate was
22 entered by the above entitled court on February 4, 1985, and an
23 Order of Solvency was entered for the Estate on the same day.
DAN IS WRIGHT JONES
LASS OFFICE<
4 P i\ER<M1F .l DI rROFE «Ili \A♦ C nFl: ti; I..\<
2t, LE\Tl'RI SQL ARE Ij 'I FoI Li A. F<l E
SEATTLE uA<HIKTD\ a<ntl It`d?
1
2 were mailed to each heir, legatee and devisee within twenty
3 (20) days after the appointment of the personal
4 representatives. Notice to Creditors was given for the time
5 and in the manner prescribed by law. The date of filing the
6 Notice to Creditors was February 4, 1985, and the date of first
7 publication was February 12, 1985.
8 3. Inventory. The Oath on Return of Inventory and an
9 Amended Inventory of assets of the Estate were filed with the
10 Court on May 8, 1985, and March 10, 1986, respectively.
11
12 claims herein has expired. Each creditor's claim which was
13 justly due and properly presented as required by law has been
14 paid or otherwise disposed of by agreement with the creditor.
15 All claims and bills paid were for final debts and medical
16 and funeral expenses of decedent. The personal representative
17 paid the final telephone bill of the decedent in the amount of
18 $11.56 without a formal claim at the time the telephone service
19 was transferred to the name of the estate. Pacific Northwest
20 Bell rarely, if ever, files estate claims and the discretionary
21 payment of the final bill of the decedent was necessary due to
22 the estate's continuing need for telephone service.
23 5. Agreement with the City of Port Angeles. In
24 accordance with the terms of the Will and Codicil, the Personal
25
2. Notices. Copies of the Notice of Probate Proceedings
4. Creditors' Claims. The time for filing creditors'
DECLARATION 2
6801b
DAVIS WRIGHT JONES
Lns OFFICE'
r..RT \ERCV51; \.t\ D1 \C rP011 \1. CORPOR \a
2(\ CE \Tl eF SQL APE 1;01 FoI RTH t'.t E
SLAT u4R,i\i TO J`IOI IM•
1 Representative assisted the Trustees named in the Will and
2 Codicil in their determination as to whether distribution of
3 estate property for use as "an arts, crafts, and humanities
4 center," as set forth in the Will and Codicil, would be made to
5 the City of Port Angeles "City The Trustees' determination
6' and their agreement with the City with respect to what is now
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
known as the "Port Angeles Fine Art Center" is reflected in the
Agreement for Port Angeles Fine Art Center, a copy of which is
on file herein. As a result of the Trustees' determination and
in accordance with the Agreement for Port Angeles Fine Art
Center, the decedent's residuary estate is distributable to the
City of Port Angeles, as Trustee under the Agreement.
6. Completion of Administration. An Order of Solvency
was entered on February 4, 1985. The Personal Representative
has completed the administration of the decedent's estate
without court intervention, and the estate is ready to be
closed.
7. Estate Administration.. The assets of the estate have
been either liquidated and distributed, or distributed intact
to the beneficiaries under the Will, as evidenced by Receipts
on file herein.
The Personal Representative, in spite of diligent efforts,
(advertising in the Seattle Times, The Daily News, Port
Angeles, a newsletter and locally by the City of Port Angeles)
DECLARATION 3 DAVIS WRIGHT JONES
6801b
LAII C' u lE
A PARTsERAMIr I\CLL DI \C PROF FAgU CORN
2N C EATI RI SQL ARE ISnI Fo, RTH -VE.11
FEATTLE, \XA�MIACT\ �&I. t II I`
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
has been unable to sell the Lifetime Membership /AIC Campgrounds
(now known as NACO /WEST (ACI)) and has delivered the membership
documentation to the City of Port Angeles (as Trustee under the
Fine Art Center Agreement), as evidenced in the Receipt for
Distribution on file herein.
Attached hereto and incorporated herein by this reference
as Exhibit A are Cash Accountings for the Estate from
January 25, 1985, through November 21, 1986.
8. Estate Taxes. The amounts of state and federal estate
taxes due as the result of the decedent's death have been
determined, settled, and paid. Federal and Washington State
Estate Tax Releases are on file herein.
9. Other Taxes. The Personal Representative has filed
tax returns as follows:
1984 Form 1040
1985 Form 1040 (Decedent's Final Return)
Form 1041, Estate Income Tax Return for Calendar
Year Ending December 31, 1985
Form 940, Employer's Annual Federal Unemployment
Tax Return for the Year Ending December 31, 1985
Any additional returns required will be prepared and filed by
the Personal Representative.
10. Fees. The amount of fees paid or to be paid to the
Personal Representative, attorneys, appraisers, and accountants
DECLARATION 4
6801b
DAVIS WRIGHT JONES
LAU (IFFI:E�
A PART\ERRHIr \CLl D' \C FRJFE \A' CO1,1' 0RATI0
2t\fl C_ E■Tt F l SQL ARE Iii i Ft` K1 AS F \l L
SEATTLE 4TIoI Ih
1 in connection with the administration of this estate are as
2 follows:
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
Payee
Personal Representative
P. Cameron DeVore
Attorneys
Davis Wright Jones
Appraisers
Duncan Y. McKiernan
Accountants
Helene Phifer
The personal representative believes that said fees are
reasonable and does not intend to obtain court approval of the
amount of said fees or to submit an estate accounting to the
court for approval.
DATED: 8
DECLARATION 5
6801b
Amount
$17,000.00
$45,000.00
$1,125.00
$473.55
P. Cameron DeVore
Personal Representative
c/o Davis Wright Jones
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101 -1688
622 -3150
DANIS BRIGHT JONES
LAK 0111,:ES
A PAR r LLurn.c PF,,EEv,�.•. (_oFn
2N CE�TE F1 SQL AFL ,;ti A. Est. 1
SEATTLE A,H.'(".'\
ESTA`1 is OF ESTHER WEBSTER
Date of Death: January 25, 1985
Cash on Hand 9/1/86:
Seattle -First National Bank
Receipts:
Interest:
Seattle -First National Bank 426.28
TOTAL RECEIPTS 426.28
Disbursements:
CASH ACCOUNTING
September 1, 1986 through November 21, 1986
Jane Hughes, Trustee's
Expense 20.38
Fees:
Davis Wright Jones (Fees)
Davis Wright Jones (Costs)
2,120.00
76.37
P. Cameron DeVore (Executor's Fee) 505.00
TOTAL DISBURSEMENTS
*Cash on Hand 11/21/86
Reconciliation:
Seattle -First National Bank
Checking 32.94
Savings 46,211.05
Detail Totals
48,539.46 48,539.46
Does not reflect 11/86 interest income or payment of final fees
2,721.75
46,243.99
46,243.99
ESTATE OF ESTHER B. WEBST
Date of Death: January 2 192
Cash on Hand 1/1/86:
Bank of California
Citizens Federal
Pacific First Federal
Rainier National Bank
Savings Bank of Puget Sound
Seattle -First National Bank
checking
savings
Seattle Trust
Receipts:
Interest:
Bank of California 5,757.92
Old Stone Savings (formerly
Citizens) 1,303.73
Pacific First Federal 5,734.03
Rainier National Bank 1,210.73
Savings Bank of Puget Sound 5,973.57
Seattle -First National Bank 2,773.03
Seattle Trust 1,433.52
Dividends:
ITT, common
ITT, $4.50 pfd.
Sales (net):
15 shs. Crown Zellerbach
3 shs. ITT, common
2 shs. ITT, $4.50, pfd.
10 shs. United Brands
10 shs. W.R. Grace, common
12.8669 shs. Crown Zellerbach
Reinvestment Plan
13.384 shs, W.R. Grace
Reinvestment Plan
CASH ACCOUNTING
January 1, 1986 through August 31, 1986
Detail Totals
100,000.00
100,597.66
100,000.00
100,531.77
100,000.00
12.16
97,345.22
100,263.84
1.50
2.25
645.60
106.05
136.69
147.49
497.48
562.15
716.98
1
698,750.65
24,186.53
3.75
2,612.44
TOTAL RECEIPTS 27,002.72
ESTAiiE OF ESTHER B. WEBSTEF
Date of .Death: January 25. 985
Disbursements:
Maintenance of Assets:
Residence:
Peninsula Security 80.00
Homeowners Insurance 174.33
Utilities 607.48
Telephone (135.64 less reimb.
from J. Burger, 63.16) 61.22
Miscellaneous Supplies (J. Burger)_ 72.16
Caretaker (J. Burger payroll)
Gross 520.00
FICA (37.18)
Total 482.82
Advertising to sell ACI membership 72.21
Auto license, 1986 41.80
Taxes:
Real Estate
Employment FICA
1985, Individual Incone Tax
Fees:
Helene Pfifer, accounting 473.55
Davis Wright Jones
fees 12,610.00
costs 503.11
Total 13,113.11
Executor Fees 4,215.00
(P. Cameron DeVore, Executor)
Distribution to City of Port Angeles 655,602.69
TOTAL DISBURSEMENTS
Cash on Hand 7/31/86
RECONCILIATION:
424.75
106.79
1,686.00
Seattle -First National Bank
Checking 354.69
Savings 48,184.77
46,539.46
Detail Totals
1,592.02
2,217.54
17,801.66
655,602.69
677,213.91
48,539.46
ESTATE OF ESTHER B. WEBSTER
Date of Death: January 25, 1985
Cash on Hand 1/25/85
Peoples Nat'l Bank
Checking #0861019560
Money Market #0861075851
Certificate #0864533062
Refunds due VISA
Safe Deposit Key
Receipts
Interest:
ACCOUNTING
1/25/85 through 12/31/85
Detail Totals
6,916.97
13,071.55
13,215.33
Cash 105.00
18.00
1.00
Bank of California 4,777.50
Citizens Federal 7,056.02
Pacific First Federal 4,853.33
Peoples #0861019560 87.02
#0861075851 242.25
Peoples #0864533062 146.52
Rainier 6,458.01
Savings Bank of Puget Sound 4,838.22
Seattle -First 4,373.06
Seattle Trust 6,409.45
Washington Mutual Savings Bank
(Megafund) 158.63
Washington Mutual Savings Bank
(Certificate of Deposit) 357.88
$25,000 King County GO Bond
(sold 3/4/85) 350.00
$25,000 Minnesota State Hsg. Bond
(sold 3/4/85) 194.79
33,327.85
40,302.68
ESTATE OF ESTHER B. WE R
}r_ cf '?L )5, 1 985
ac_
Rainier National Bank Living
Living Trust Proceeds:
Sale of Fund C
Additional Fund C (rec'd 12/85)
Short -term Daily Interest Fund
Interest Daily Fund 2/1/85
I1 11
3/1/85
Interest Daily Fund /Fund C Adjustment
(Rec'd 12/85)
Minn. Hsg. Fin. Auth. Bond
(Interest 2/1/85)
Rainier Bank Muni Fund Interest
Rainier Bank Trustee Fee
Reimbursement from C.N. Webster
Trust
Federated Money Market Interest
Dividends:
IT &T
United Brands
CZ Systematic Reinvestment Acct.
W.R. Grace Reinvestment Acct.
Sales:
United Brands, 17 shs., Common
(sold 9/3/85)
King Cty. GO Bond $25,000
(sold 3/4/85)
Minnesota State Hwy $25,000
(sold 3/4/85)
Miscellaneous:
2/1985 Social Security
(Peoples #0861 75851 -1)
Christian Science Monitor Refund
Safeco refund "umbrella" policy
WMSB Interest attributable to
Trust f /b /o D. McKiernan CD
WMSB Interest attributable to
Trust f /b /o D. McKiernan Megafund
Detail
480,695.47
5,756.83
215,200.73
1,626.07
3,889.26
347.64
1,062.50
3,201.87
(2,074.13)
398.40
466.08
11.25
33.00
27.27
63.25
340.00
25,125.00
25,700.00
876.00
19.64
86.00
1,951.04
80.10
Total
710,570.72
134.77
46
51,165.00
3,012.78
TOTAL RECEIPTS 805,185.95
ESTATE OF ESTHEF 3.
Date of Death: January 23, 1355
Page 3
Disbursements
Creditors' Claims:
Davis, Wright
Helen Phifer
Olympic Laundry
Habit Cleaners
City of Port Angeles
Jim's Pharmacy
Ridgeview Cemetery
Maintenance of Assets:
Auto Insurance 280.70
Residence
Peninsula Security 350.00
Insurance homeowners 347.01
"umbrella" 190.00
Utilities electricity 1,313.36
Telephone (351.57 less reimb.
from J. Burger of 113.22) 238.35
Water tank 233.07
Miscellaneous Supplies
McKiernan 74.74
Burger 180.66
Caretaker (J. Burger payroll)
Gross 1,005.00
FICA (70.87) 934.13
ACI Dues 141.37
Advertising to sell ACI Membership 87.92
Taxes:
Real Estate 1,865.31
Employment
McKiernan (FICA W /hldg 1/85) 211.85
(SUTA 1/85) 21.25
Burger (FICA) 109.29
1984 Individual Income Tax 480.00
Purchases:
CZ Systematic Reinvestment Plan
W.R. Grace Reinvestment Plan
Detail Total
1,000.41
781.90
7.11
5.93
548.37
162.40
677.63
27.27
63.25
3,183.75
4,371.31
2,687.70
90.52
ES OF i T 2FR
:.:5
Page 4
(Disbursements, cont'd)
Fees Costs:
Death Certificates 12.00
Bank Fees 19.60
Davis, Wright
Fees 28,463.25
Costs 1,399.60
Executor Fees (P. Cameron DeVore) 11,176.75
D. McKiernan (Appraisals) 1,125.00
Trustees Expenses Fine Arts Center:
Photocopies, telephone, etc. 301.64
Fine Arts Seminar (Mrs. Hughes
and Mr. McKiernan) 400.89
Trust f /b /o D. McKiernan:
Disbursements to purchase annuity
Estate Principal 79,228.37
WMSB Interest attributable
to Trust set aside (See
Miscellaneous Receipts)
Other Disbursements
Advance Pmts. from Estate
Wire Transfer Fee
Balance to Trustees
[Summary of Principal
Advance Payments
Est. Principal to
purchase annuity
Wire Transfer fee
Balance to Trustees
Total Disbursements
Cash on Hand 12/31/85
Disbursements:
5,000.00
79,228.37
8.20
263.43
84,500.001
Detail
2,031.14
81,259.51
5,000.00
8.20
263.43
Total
42,196.20
702.53
86,531.14
139,763.15
698,750.65
ESTATE OF ESTHER B. WI ER
Date of Death: Januar, .5, 1995
Reconciliation as of 12/31/85:
Bank of California
Citizens Federal
Pacific First Federal
Peoples
Rainier
Savings Bank of
Seattle -First
Checking
Savings*
Seattle Trust
Washington Mutual
Puget
Sound
Savings
Detail
100,000.00
100,597.66
100,000.00
0
100,531.77
100,000.00
12.16
91,240.75
100,263.84
0
692,646.18
f
Total
Seattle First savings does not reflect deposit of 12/85 additional proceeds
from Rainier National Bank in the amount of $6,104.47 deposited 1986:
692,646.18
6,104.47
698,750.65
LAST WILL AND TESTAMENT
OF
ESTHER B. WEBSTER
DATED
1 9 i s/ y-
5, /8•3
LAST WILL AND TESTAMENT
OF
ESHER B. WEBSTER
ESTHER B. WEBSTER, aomic_ led in Clallam County,
Washington, declare this to oe my Will. I revoke all my prior
Wills and Codicils.
FIRST: I declare that I am not married, that I have no
natural issue, and that I have one adopted son, GEORGE L. BUCK,
JR., of Port Angeles, Washington. Having provided for my son
amply during his lifetime, I do not wish to devise or bequeath
anything further to him in this Will.
SECOND: All estate and inheritance taxes payable by
reason of my death with respect to all items included in the
computation of such taxes, whether passing under this Will or
otherwise, together with all interest and penalties thereon and
all interest on any direct or indirect borrowing for the
purpose of paying any such taxes, shall be paid from my
residuary estate, without recovery of any part of such tax
payments from anyone, and such payments shall be a charge
against principal.
THIRD: I hereby forgive any debt owed to me at my death
by DUNCAN Y. McKIERNAN.
FOURTH: I specifically bequeath certain items of my
property as follows:
(A) I bequeath to my friend, HELENE PHIFER, of
Port Angeles, Washington, if she survives me, all items of
clothing (my entire wardrobe) owned by me at my death, together
with any unexpired insurance thereon.
(3) If the CITY OF PORT ANGELES' plan for the
arts, crafts, or humanities center as described in Article
d'
extent not effectively
and (C) hereof, to the
If such plan is not so
to the extent the CITY
SIXTH hereof is accepted and approved by my trustees
hereinafter named, I bequeath all books and publications, and
all paintings and prints pertaining to Port Angeles or to the
Webster family, owned by me at my death, including any
unexpired Insurance thereon, to the CITY OF PORT ANGELES for
such center. If such plan is not so accepted and approved by
my trustees, my personal representative shall consult with
PENINSULA COLLEGE, the CLALLAM COUNTY HISTORICAL MUSEUM, PORT
ANGELES HIGH SCHOOL, and the NORTH OLYMPIC LIBRARY SYSTEM as to
disposition of such books, publications, paintings, and
prints. After such consultations, but without being in any way
bound by them, my personal representative shall distribute such
books, publications, paintings, and prints, as determined in
his discretion to one or more of PENINSULA COLLEGE, PORT
ANGELES HIGH SCHOOL, the CLALLAM COUNTY HISTORICAL MUSEUM, and
the NORTH OLYMPIC LIBRARY SYSTEM, or to the successor
organization to any of them.
(C) I bequeath all hand -done jewelry owned by me
at my death to DUNCAN Y. McKIERNAN, if he survives me.
(D) If the CITY OF PORT ANGELES' plan for the
arts, crafts, or humanities center as described in Article
SIXTH hereof is accepted and approved by my trustees, I
bequeath the entire contents of my house'and my car, to the
disposed of under Paragraphs (A), (B)
CITY OF PORT ANGELES for such center.
accepted and approved by my trustees, or
does not agree to accept any items of
such contents for the center, I bequeath such contents or
unaccepted items to DUNCAN Y. McKIERNAN, if he survives me.
FIFTH: (A) If DUNCAN Y. NcKIERNAN survives me and makes
no claim in my estate, I bequeath Eighty -four Thousand Five
J
Hundred Dollars ($84,500), in cash or, if paid in kind, by
assets whose basis is as close as possible to their fair market
value on the date of distribution to the trust, to my trustees
hereinafter named to hold in ..rust for the benefit of DUNCAN Y.
MoKIERNAN pursuant to the following terms and conditions:
(1) The ..rust shall continue until the
earlier of (a) expiration of the period ending ten
(10) years from the date of my death or (b) DUNCAN Y.
McKIERNAN's death prior to the end of that ten (10)
year period (the "trust term
(2) During the trust term, my trustees
shall distribute Twelve Thousand Dollars ($12,000)
annually to DUNCAN Y. McKIERNAN in equal monthly
installments. The first such installment shall be
payable on the first day of the first full calendar
month following the date of my death and subsequent
payments shall,be made on the first day of each
succeeding calendar month during the term of the
trust. Installments shall be paid first from the
income of the trust, and if the income is inadeouate
to provide that sum, from principal, even to the
extent of all the principal, and recognizing that the
principal may be totally distributed before the
expiration of the trust term. My trustees shall
invest the principal of the trust so as to provide
maximum income, consistent with reasonable prudence of
the investment, and need not take into account the
needs of any remainderman in making investments
hereunder.
(3) Upon the expiration of the trust
term, the then remaining property of this trust (if
any) shall be disposed of as directed in Article SIXTH
hereof, to be added to and dealt with in all respects
as part of the property passing thereunder.
(4) Notwithstanding the provisions of
subparagraph (2) above, my personal representative
may, in his sole and absolute discretion, withhold the
payment of all or part of this bequest until the
completion of the probate of my estate or until an
earlier time during the probate of my estate, as my
personal representative shall determine. So long as
any part of this bequest shall remain unpaid, my
trustees shall be entitled to receive from my personal
representative payments from the income of my estate
sufficient to make equal monthly payments to equal
Twelve Thousand Dollars ($12,000) annually to
DUNCAN Y. NcKIERNAN. Upon the completion of the
administration of my probate estate, or at such time
as my personal representative determines, as the case
may be, my personal representative shall pay to my
trustees an amount equal to (a) Eighty -four Thousand
Five Hundred Dollars ($84,500) plus the income
attributable to this bequest, less (b) the total of
n
(A) If:
1
all distributions made to my trustees from the income
of my estate pursuant to this subparagraph (4).
(B) The gift under this Article is made in
recognition_ of DUNCAN Y. EcKI E:NAM's assistance and to fulfill
any obligation he feels I may have to him.
SIXTH: The residue of the property owned by me at my
death, real and personal and wherever situate (and any other
property directed to be disposed of under this Article, but not
including any property over which I have only a power of
appointment), I bequeath and devise, for distribution, as
follows:
(1) The CITY OF PORT ANGELES,
Washington (the "City is at the time of
distribution a "qualified organization" as described
in Section 170(c) and Section 2055(a) and qualified
for available income and death tax charitable
deductions under applicable state tax laws (if any);
and if
(2) The City presents a written plan
to my trustees hereinafter named within six (6) months
from the date of my death that provides for
(a) acceptance of the real
property used by me as a residence at the
time of my death "my residence for
utilization as an arts, crafts, and
humanities center,
(b) a feasible program to
properly maintain my residence and to
develop and establish a quality program
utilizing my residence for a reasonable
period of time each year, and
(c) use of the group of
people designated as my trustees in this
Will and their successors (or if required by
such trustees at any time, use of an
advisory council composed of residents of
Claliam County, Washington) as an advisory
body to be consulted on a continuing basis,
without being bound by such consultations,
concerning use of my residence and operation
of the program described above; and if
(3) My trustees hereinafter named
determine in their sole and absolute discretion that
the plan presented by the City is sufficient to
(C)
reasonably carry out the above- described use of my
residence;
then my residuary estate shall be distributed by my personal
representative to the City or utilization in accordance with
the accepted plan. The distribution may be made in a lump sum
or in such other convenient installments, in accordance with
the plan, as may be in the best interests of the City, and as
may be agreed between the City and my personal representative.
(E) If my residence is used as an arts, crafts,
or humanities center under the plan described in Article SIXTH
(A) above, it shall be dedicated as a memorial to CHARLES N.
WEBSTER and EDWARD B. WEBSTER. Without binding my trustees, or
the City of Port Angeles, if it is determined that a full -time
or part -time director for the center would be required or
convenient, I suggest that they give consideration to
employment of DUNCAN Y. McKIERNAN in such a capacity, or any
other capacity that might forward the purposes of the center.
Notwithstanding the foregoing, if, in the
sole and absolute discretion of my trustees, the plan submitted
by the City is determined to be unsatisfactory to carry out the
use of my residence as set forth above, my trustees shall
determine, within the period ending twelve (12) months after my
death, whether or not the residue of my estate should be held
in trust for administration as set forth in Article SEVENTH
hereof. If my trustees determine to hold the residue of my
estate for administration under Article SEVENTH hereof, such
residue shall be distributed to my trustees hereinafter named
for administration under such Article SEVENTH. If, within such
twelve (12) month period, no such determination is made by my
trustees or my trustees determine that the residue of my estate
shall be disposed of as set forth in Article SEVENTH (E) or
6.
(F), my residuary estate shall be distributed by my personal
representative as di rected by my trustees pursuant to the terms
and conditions of Article SEVENTH (E) and (F).
SEVEN'T'H: It is my intent that the trust (if any)
established under this Article SEVENTH be used for the
furtherance and general development of "fine arts," which shall
include painting, sculpture, theater, music, literature,
photography, and crafts. All property directed to be
administered under the provisions of this Article shall be held
as a charitable trust by my trustees as follows:
(A) My trustees shall hold and manage the trust
property for the benefit of one or more organizations in
Clallam County selected from time to time by my trustees and
that are, at the time of any distribution from the trust to
such organization or organizations, organizations that are
(i) "qualified organizations" as described in Section 170(c)
and Section 2055(a), (ii) qualified for available income and
death tax charitable deductions under applicable state tax laws
(if any), and (iii) deemed by my trustees to be organizations
whose activities most closely correspond with my intentions as
to furthering the fine arts (hereinafter "qualified Clallam
County organizations
(B) My trustees are directed to pay all of the
net income of this trust, together with such amount of trust
principal as may be required by law or regulation (e.g.,
Section 4942), in such proportions as determined in my
trustees' discretion, to one or more of the charitable
organizations selected from time to time by my trustees
pursuant to Paragraph (A) anove, with such income payments to
be made quarterly.
0
c
(C) My trustees are empowered tc receive into
this trust such additional prcperty as may be offered to this
trust, and which is deemed acceptable by my trustees, to be
held, managed and distributed in the same manner as the
property initially placed in the trust.
(D) If the principal of the trust is ever
reduced to the sum of Fifty Thousand Dollars ($50,000) or less,
as determined by my trustees, my trustees may terminate this
trust. Upon such termination, my trustees shall distribute all
of the then remaining property in this trust to one or more
qualified Clallam County organizations and in such proportions
as determined in my trustees' discretion.
(E) If, in the sole and absolute judgment and
discretion of my trustees, they determine that the creation or
continued operation of the charitable trust as set forth in
this Article SEVENTH is inadequate or unsatisfactory for any
reason to carry out my intentions of furthering the fine arts,
and if the SEATTLE FOUNDATION is then a "qualified
organization" as described in Section 170(c) and Section
2055(a) and qualified for available income and death tax
charitable deductions under applicable state tax laws (if any),
then the assets of the trust shall, subject to Paragraph (F)
below, be distributed to the SEATTLE FOUNDATION for the purpose
of distributing such assets from time to time to one or more
organizations that are so described at the time of
distributions to them, are located in Clallam County, and whose
purpose and activities further the fine arts.
(F) In the event the SEATTLE FOUNDATION is not
at the time of any such determination by my trustees under
Paragraph (E) hereof a qualified organization" as described in
Section. 170(c) and Section 2055(a) and qualified for available
h
f.
income and death tax charitable deductions under applicable
state tax laws (.f any), or if the SEATTLE FOUNDATION is then
so described nut my trustees determine, in their sole and
absolute discretion, that such distributions to the SEATTLE
FOUNDATION will not be in keeping with my general intentions of
furthering the fine arts, then all remaining assets of this
trust shall be distributed to one or more qualified Clallam
County organizations and in such proportions as determined in
my trustees' discretion.
EIGHTH: My executor shall not pay any of my debts solely
because of my death. Unless otherwise provided in this Will,
my beneficiaries shall receive my property subject to any lien
or encumbrance existing at my death, whether the property is a
specific gift or part of my residuary estate.
NINTH: (A) I name P. CAMERON DeVORE executor of this
Will. If he resigns or otherwise fails or ceases to serve as
executor, I name MALCOLM A. MOORE executer.
(B) I name as the trustees of the trust created
under Article SEVENTH hereof and to act under Article SIXTH
hereof the following persons: JANE HUGHES, ELAINE SANDISON,
OSCAR ZABEL, GORDON SANDISON, MICHAEL DOHERTY, and CHARLES
REIM. If any of such persons resigns or otherwise fails or
ceases to serve as trustee of such trust, or is determined by a
unanimous action of the remaining trustees to be unable to
meaningfully act as trustee hereunder on account of an
inability to handle his or her affairs, I authorize the
remaining trustees to designate a successor to carry on such
person's duties as trustee hereunder. Except as provided
otherwise herein, at any time three (3) or more trustees are
serving hereunder, the decisions of a majority of such trustees
shall be binding and conclusive as to such decisions or actions.
(C) Any trustee may reszgn and any successor
trustee may at as trustee without need to comply with the
provisions of any state law regarding the resignation or
succession of trustees. No successor _,duc:ary of my estate or
of any such trust (a_ used in this Article, the term
"fiduciary" includes both executor and trustee) shall be liable
for any act or omission of a predecessor or obligated to
inquire into the validity or propriety of any such act or
omission. Any such successor fiduciary shall be entitled to
accept as conclusive any accounting and statement of assets
furnished to such successor by a predecessor or by the personal
representative of such predecessor and shall further be
entitled to receipt only for those assets included in such
statement. The foregoing provisions shall also apply as
between any executor of my estate and the trustee of any trust
created under this Will.
(D) My fiduciaries above named need not give
bond in any jurisdiction. If a fiduciary's bond may not be
dispensed with in any jurisdiction, I request that the bond for
my fiduciaries above named be accepted without surety and
the lowest possible amount. My estate shall be managed,
settled, and administered by either of my above -named
executors, or any personal representative of my estate, without
the intervention of any court and with all powers granted
herein and by law to a personal representative acting under
nonintervention powers. Such powers may be exercised without
regard to whether or not the transaction being undertaken is
necessary for the management, settlement, or administration of
my estate.
in
(E) My personal representative (as used in this
6111 my "personal representative" means and shall include an
e::ecutor or any admin:stra_o_ of my estate) and trustees shall
have the rights, powers, and duties given by law, including, as
to my personal representative, those set forth an RCW
11.52 090, or any successor section thereto, and, as to all my
fiduciaries, those set forth in RCPT Chapter 30.99, or any
successor provisions thereto. In addition, give to and
impose upon my fiduciaries the following rights, powers,
duties, and responsibilities
(1) Tc acguare by purchase, by
exercise of options, or otherwise, and to retain so
long as my fiduciaries deem advisable, any kind of
realty and personalty (or undivided interests therein)
including (but not limited to) stocks and bonds of any
class (and securities owned by me at my death issued
by any bank acting as personal representative or
trustee hereof), unsecured obligations, interests in
investment trusts, and discretionary trust funds, all
without diversification as to kind or amount, and
whether or not income producing, and to maintain
margin accounts with financial institutions.
(2) To sell for cash or on credit (at
public or private sale), exchange, grant options to
purchase (without regard to statutory restrictions),
or otherwise dispose of any real or personal property,
upon such terms as my fiduciaries deem advisable and
without giving any notice, except notice that must be
given under applicable law despite this provision.
(3) To employ and compensate, as to
them may seem proper, agents, accountants, brokers,
attorneys in fact, attorneys at law, tax specialists,
investment counselors, and other assistants and
advisers deemed by them to be necessary for the proper
settlement of the estate or the proper administration
of the estate or any trust hereunder, and to do so
without liability for any neglect, omission,
misconduct, or default of any such agent or attorney
provided he or she was selected and retained with
reasonable care.
(4) Any individual trustee may, with
the consent of all other co- trustees, delegate any
power, right, duty, or responsibility to another
co- trustee. The delegation shall be effective upon
delivery of a signed, written instrument of delegation
to the co- trustee and the co- trustee's acceptance of
the delegation. The delegation may be revoked in the
same manner.
(5) One trustee may gave written
notice to all other co- trustees of a proposed action.
A co- trustee's failure to deliver a written objection
j:
tc such trustee within fifteen (15) days after
receiving notice shall constitute formal approval ny
such cc- trustee, unless the cc- trustee had previously
given written notice (tnen unrevoked) tc such trustee
that this fifteen (15) d notice provision shall not
apply.
(8) Any individual co- trustee may, by
written instrument delivered to all other then acting
co- trustees, relinquish his or her powers, rights,
duties, or responsibilities, to any extent and upon
any terms.
TENTH: (A) Unless some other meaning and intent is
apparent from the context, the plural shall include the
singular and vice versa, "trustee" shall include "co- trustee,"
and masculine, feminine, and neuter words shall be used
interchangeably.
(B) All references in this Will to "Section" or
"Sections" are to such Section(s) of the Internal Revenue Code
of 1954, as amended, and shall be deemed to refer to
corresponding provisions of subsequent federal tax laws. All
references in this Will to "ROW" are to the Revised Code of
Washington and shall refer to corresponding provisions of
subsequent Washington laws.
IN WIITNESS W "EREOF, I have hereunto set my hand this 1
day of 1 zt A C L 11984.
1
STATE OF WASHINGTON
COUNTY OF KING
SS.
ESTHER B. WEBSTER
Each of us whose signature appears below, being sworn, says
that, on the day last above written, in the presence of each of
SUBSCRI
2712E
r
us, _STHER E. 0EEST_ER signed and declared the foreco,ng
instrurent, cons =sting of twelve (12) pages including this
pace, to be her Will, and we have signed Delow as attesting
witnesses, remaining in ner presence and in the presence of
each other; and that we know EST ER E. WEBSTER, and she appears
to be of full ace and sound and disposing mind and memory and
competent in ever} respect to make a Will and not under any
restraint, and we make this attestation and affidavit at her
request.
Witness y
r
L i tr h n f
01 —ness/
-D AND SWORN to before me this iq day of
1984.
f
I r,_t. -v\ r .a. i ;177
T,btary Public .n and fdr e State
of Washington, residing
TRUSTEES
JANE HUGHES
CHARLES KEIM
WILLIAM McDOWELL
ELAINE SANDISON
GORDON SANDISON
OSCAR ZABEL
The Honorable Charles Whidden
Mayor, City of Port Angeles
140 West Front Street
Port Angeles, Wa. 98362
ATTENTION DAVID T. FLODSTROM, City Manager
Dear Mayor Whidden:
The Trustees of the Esther B. Webster Estate, acting as trustees under
Article Sixth of the Last Will and Testament of Esther B. Webster, have
approved and signed, with two minor changes, the agreement negotiated with
the City of Port Angeles for the donation of the Webster Estate for a Port
Angeles Fine Art Center. The following are the changes which the Trustees
approved and which they feel certain are acceptable to the City:
The notarized signature sheets of the Trustees are enclosed. Please provide
us with a conformed copy of the agreement showing the changes and signature
of the City when approved by the City Council.
It has been a pleasure to work with the City on this agreement. We would
like to thank David Flodstrom, City Manager, Paul Carr, City Planner
and Craig Knutson, City Attorney, for their time and effort on this agreement
which implements the'proposal the City presented to the Trustees in July, 1985.
Through the generosity of the late Esther B. Webster to our community, we are
looking forward to fine art presentations that will enhance the quality of life
in Port Angeles for years to come.
Sincerely yours,
TRUSTEES OF THE ESTHER B. WEBSTER TRUST
Jane Hughes, Chairman
ESTHER B. WEBSTER TRUST
101 West Front Street, Suite 103
Port Angeles, Washington 98362
Copy to: Richard A. Klobucher, Attorney for Trustees
December 12, 1985
At the end of Paragraph 2 of the Agreement, the Trustees request
the following sentence be added: "The City shall furnish the
Trustees with a statement of receipts and disbursements and
balance of the Endowment Fund annually."
In Paragraph 15 of the Agreement the Trustees request the
following changes in the fourth sentence of said Paragraph 15:
After the words "satisfy any change the following word "loss"
to "losses" and change the word "claim" after the word "liability"
to "claims
TRUSTEES
JANE HUGHES
CHARLES KEIM
WILLIAM McDOWELL
ELAINE SANDISON
GORDON SANDISON
OSCAR ZABEL
The Honorable Charles Whidden
Mayor, City of Port Angeles
140 West Front Street
Port Angeles, Wa. 98362
ATTENTION DAVID T. FLODSTROM, City Manager
Dear Mayor Whidden:
The Trustees of the Esther B. Webster Estate, acting as trustees under
Article Sixth of the Last Will and Testament of Esther B. Webster, have
approved and signed, with two minor changes, the agreement negotiated with
the City of Port Angeles for the donation of the Webster Estate for a Port
Angeles Fine Art Center. The following are the changes which the Trustees
approved and which they feel certain are acceptable to the City:
At the end of Paragraph 2 of the Agreement, the Trustees request
the following sentence be added: "The City shall furnish the
Trustees with a statement of receipts and disbursements and
balance of the Endowment Fund annually."
In Paragraph 15 of the Agreement, the Trustees request the
following changes in the fourth sentence of said Paragraph 15:
After the words "satisfy any change the following word "loss"
to "losses" and change the word "claim" after the word "liability"
to "claims
The notarized signature sheets of the Trustees are enclosed. Please provide
us with a conformed copy of the agreement showing the changes and signature
of the City when approved by the City Council.
It has been a pleasure to work with the City on this agreement. We would
like to thank David Flodstrom, City Manager, Paul Carr, City Planner
and Craig Knutson, City Attorney, for their time and effort on this agreement
which implements the proposal the City presented to the Trustees in July, 1985.
Through the generosity of the late Esther B. Webster to our community, we are
looking forward to fine art presentations that will enhance the quality of life
in Port Angeles for years to come.
Sincerely yours,
TRUSTEES OF THE ESTHER B. WEBSTER TRUST
Q/rtdi
Jane Hughes, Chairman
ESTHER B. WEBSTER TRUST
101 West Front Street, Suite 103
Port Angeles, Washington 98362
Copy to: Richard A. Klobucher, Attorney for Trustees
December 12, 1985
EMPLOYMENT CONTRACT
FOR
FINE ART CENTER DIRECTOR
5.%%3
THIS CONTRACT is made this day of _Pece y!?,Oer
193, by and between the City of Port Angeles, Washington,
hereinafter called "City and Jake Seniuk, hereinafter called
"Director
REPRESENTATIONS
1. The City requires the services of a professional
qualified to manage a fine art center at the premises donated to
the City by Esther Webster in her estate, located at 1203 East
Eighth Street, Port Angeles, Washington.
2. The Director is qualified and able to perform the
services of Fine Art Center Director as required by the City.
AGREEMENTS
IN CONSIDERATION of the mutual promises and covenants herein
contained, the parties contract and agree as follows:
1. Performance by Director of Fine Art Center
Subject to the supervision of the Parks and Recreation
Director and City Manager and the policy direction of the City
Council, the Director will perform the following duties:
A. Program Development and Manaaement. The Director
will devote his best efforts to develop and manage a fine art
program for the City of Port Angeles. Such development and
management will include, but not be limited to, the following
1
activities:
(1) The Director will research appropriate fine
art opportunities for the Fine Art Center.
(2) The Director will schedule and present fine
art programs in keeping with the agreement between the City and
the Webster Estate Trustees, which is attached hereto as Exhibit
"An
(3) The Director will pursue grant funding for
programs and facility renovation, including previous, on- going,
and future work.
(4) The Director will develop funding and fund-
raising programs to support and enhance the Fine Art Center and
its programs.
(5) The Director will coordinate details of
displays, exhibits, and showings, including security, insurance,
and other necessary provisions to ensure that the entire
community has access to a thriving fine art center program and
that the City is protected from liability insurance.
(6) The Director will develop an annual operating
budget to be approved by the City Council and will monitor the
budget during the fiscal year.
(7) The Director shall serve as ex- officio member
of the Board of Trustees.
B. Maintenance and Operation. The Director will
oversee facility maintenance and operation.
2
C. Supervision. The Director will select for the
Center and supervise, to the extent necessary, the caretaker,
gallery sitter, and other part -time staff, both paid and
volunteer.
D. Coordination. The Director will act as coordina-
tor for the Fine Art Center with the following entities:
(1) The City Council and other City officials and
employees;
advisory board;
(2) The Trustees of the Webster Estate and /or the
(3) The local educational community, including
the Port Angeles School District and Peninsula College;
(4) Other community groups interested in fine
arts in the community.
2. Performance by the City. During the term of this
Agreement, the City will provide the following:
A. The City shall pay the Director a monthly fee of
$2,000 per month, plus appropriate retirement, Social Security,
and Industrial Insurance contribution, which shall be full and
complete compensation for the services performed pursuant to this
Contract.
B. The annual operating budget approved by the City
will further allocate necessary funds for travel and out -of-
pocket expenses necessary for the performance of the services set
forth in this Contract. Other expenses, such as dues, member-
3
ships, and schooling, shall also be allocated in the budget as
requested by the Director and approved by the City Council, based
on the City Manager's recommendation.
3. Duration of the Contract and Renewal at Termination.
This Contract shall remain in full force and effect from January
1, 1989, through December 31, 1989, subject to the successful
completion of a six -month probationary period. The Contract may
be renegotiated thereafter at the option of the City.
4. Employment Status. The Director shall be considered an
employee of the City with the limited benefits as set forth in
this Contract. The Director shall devote 75% of his working time
(1,566 hours /year), energy, and skill to the duties of Director
of the Port Angeles Fine Art Center. The parties contemplate
that the Director shall be free to devote part of his working
time to creative pursuits of his choosing.
The Director shall direct the performance of the
details of the services to be provided, consistent with the
policy direction of the City Council, the supervision of the City
Manager and the Director of Parks and Recreation.
5. Assignment. The Director shall not assign any of the
work covered by this Contract without the express written consent
of the City.
6. Termination. Either party may terminate this Contract
at will upon thirty (30) days' written notice to the other party.
7. Law. This Contract shall be governed by, and construed
4
t
in accordance with, the laws of the State of Washington.
8. Entire Contract. The parties agree that this Contract
is the complete expression of the terms hereto and any oral
representation or understanding not incorporated herein is
excluded. Further, any modification of this Contract shall be in
writing and signed by both parties.
CITY OF PORT ANGELES
By
ATTEST:
r
Frank McPhee, Mayor
Michelle M. Maike, City Clerk
APPR¢VED AS TO FORM:
l
G
Craig Knutson,
City At c ney
DIRECTOR
TO: City Manager, Mayor and City Council
FR: Scott J. Brodhun, Director, Parks Recreati
RE: Bids received on NACO Campground Membership
ISSUE: Should Council award the NACO Campground Membership to the
high bidder, Jan Rowden from Sequim, Washington?
BACKGROUND: Council authorized staff to proceed in soliciting bids for
the NACO Campground Membership that was left to the City
via the Webster Estate. Bids were accepted from April 29,
1987 through May 30, 1987.
ANALYSIS: Attached please find documented inquiries and bids.
RECOMMENDATION:
Council award the NACO Membership to the highest bidder,
c Jan Rowden for the bid amount of $2,700.00.
0 S%
4 01-
M E M O
June 2, 1987
5.483
`�yOF pORT A
C
V N
Date
5/11/87
5/11/87
5/
5/18/87
5/
5 /18 87
5/22/87
5/28/87
5/30/87
Name /Address
PORT ANGELES FINE ART CENTER
CITY OF PORT ANGELES
11
-o 2
99 4-- 1203 E. 8th ST. PORT ANGELES, WASHINGTON 98362
4 ND RECD
PHONE (206) 457 -3532 or 457 -0411 EXT. 243
INQUIRIES AND BIDS FOR NACO CAMPGROUND MEMBERSHIP #13682A
Ed Vina Froberg
West 807 Falcon
Spokane, WA. 99218 509- 466 -8341
Mrs. G. T. Bennett
6531 Don Julio St.
Long Beacn, CA. 90815 213- 596 -1084
Robert Campbell
5007 Vernwood Ave.
La Crescenta, CA. 91214 818- 248 -2121
Bruce Klinganan
Des Moines, IA 515- 225 -0067
Peter Baker
1654 James Ave.
Santa Rosa, CA. 95404 707 -528 -1234
Alvin Jean Brown
P. 0. Box 256
Wilton, CA. 95693 916- 687 -6723
Charles Kern, Sr.
P. 0. Box 2010
Sparks, Nevada 89432
8 334 -1183
Ken Dully
473 Rennel St.
Moro Bay, CA. 93442 805 -772 -1726
Jan Rowden
529 W. Sequim Bay Rd.
Sequim, WA. 98382 206 683 -3868
Bid
$2,412.00
$2,500.00
2,525.00
(Made inquiry-
later purchased
membership from
a broker.)
$2,050.00
2,550.00
$2,200.00
$2,625.00
X2,700.00
Ad ran in TRAILER LIFE, June, 1987, page 178.
Bids by phone and in writing were accepted 4/29/87 to 5/30/87.
PORT ANGELES FINE ART CENTER
To: Dave Flodstrom, Scott Brodhun, Duane Wolfe, Craig Knutson
From: Duncan McKiernan
Date: June 1, 1987
Re: Bids and sale of NACO Campground Membership #13682A
left to the Fine Art Center by Webster estate.
Attached is a recap of inquiries and bids received on the sale
of the above NACO campground membership.
Highest bid received, $2,700.00, was awarded this date to Violet
S. Rowden and Jan D. Rowden, 529 W. Sequim Bay Rd., Sequim, WA.
First Federal S L Check No. 05016703 received and delivered
to City Treasurer this date.
Duncan McKiernan
5. •83
INQUIRIES AND BIDS FOR NACO CAMPGROUND MEMBERSHIP #13682A
Date Name /Address
5/11/87
5/11/87
5/12/87
5/18/87
5/18/87
5/18/87
5/22/87
5/28/87
5/30/87
PORT ANGELES FINE ART CENTER
CITY OF PORT ANGELES
1203 E. 8th ST. PORT ANGELES, WASHINGTON 98362
PHONE (206) 457 -3532 or 457 -0411 EXT. 243
Ed Vina Froberg
West 807 Falcon
Spokane, WA. 99218 509- 466 -8341
Mrs. G. T. Bennett
6531 Don Julio St.
Long Beach, CA. 90815 213 -596 -1084
Robert Campbell
5007 Vernwood Ave.
La Crescenta, CA. 91214 818- 248 -2121
Bruce Klinganan
Des Moines, IA 515- 225 -0067
Peter Baker
1654 James Ave.
Santa Rosa, CA. 95404 707 528 -1234
Alvin Jean Brown
P. 0. Box 256
Wilton, CA. 95693 916 -687 -6723
Charles Kern, Sr.
P. 0. Box 2010
Sparks, Nevada 89432
818 334 -1183
Ken Dully
473 Rennel St.
Moro Bay, CA. 93442 805 -772 -172.6
Jan Rowden
529 W. Sequim Bay Rd.
Sequim, WA. 98382 206 683 3868
Bid.
2,412.00
$2,500.00
$2,525.00
(Made inquiry-
later purchased
membership from
a broker.)
$2,050.00
$2,550.00
$2,200.00
$2,625.00
$2,700.00
Ad ran in TRAILER LIFE, June, 1987, page 178.
Bids by phone and in writing were accepted 4/29/87 to 5/30/87.
O P ORT g N F
PORT ANGELES FINE ART CENTER
CITY OF PORT ANGELES
.ate 2
4-
1203 E. 8th ST. PORT ANGELES, WASHINGTON 98362
9,9
4 No REC A PHONE (206) 457 -3532 or 457 -0411 EXT. 243
Duncan Y. McKiernan,
Director, Port Angeles Fine Art Center
June 1, 1987
This is a receipt of Check No. First Federal Check 05016703
in the amount of $2,700.00 for the purchase of NACO
Campground Membership #13682A from the City of Port Angeles,
Port Angeles Fine Art Center.
Purchaser: Violet S. Rowden and Jan D. Rowden, Trustees
Rowden Family Trust U.A. 12/3/79.
529 W. Sequim Bay Rd., Sequim, WA. 98382 206 683 -3868
Intern? l 17e� en ;e S
1160 West 1200 South Street
Ogden, UT 84201
Gentlemen:
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS f
2600 CENTURY SQUARE 150I FOURTH AVENUE SEATTLE, WASHINGTON 98101-1688 rq 1 fly
(206) 622 -3150
FEB 171037
February 13, 1987
Re: Estate of Esther B. Webster
Taxpayer Identification No. 91- 6269898
Enclosed on behalf of the above entitled Estate, please find
Form 1041, U.S. Fiduciary Income Tax Return, for the calendar year
ending December 31, 1986. This is the final tax return for the
Estate, and no tax is due.
Please acknowledge receipt on the copy of this letter enclosed
for that purpose, and return it to the undersigned.
JAK:pdk
enclosures
cc: Mr. P. Cameron DeVore (w /o Enc.)
Mr. Richard A. Klobucher (w /o Enc.)
Mrs. Jane Hughes (w /o Enc.)
Mr. Dave Flodstrom (w /o Enc.)
Very truly yours,
Judith A. King
Legal Assistant
TELEX' 328919 DWJ SEA TELECOPIER: (206) 6287040
Anchorage, Alaska Bellevue, Washington Richland, Washington Washington, D.C.
DATE: January 12, 1987
KDR:km
MEMORANDUM
TO: vDave Flodstrom, City Manager
Scott Brodhun, Parks Re tor
FROM: Public Works Department
SUBJECT: Port Angeles Fine Arts Cent model
The Street Division has completed the above referenced building remodel with the
final cost breakdown as follows:
ORIGINAL ORIGINAL EXTRAS ORDERED
ESTIMATED ACTUAL BY FINE ARTS
W/O 0096 DIRECTOR W/O 0096A
Labor 6,388.02* 9,288.75* $2,409.02
Equipment 1,061.50 322.50
Materials 4,121.25* 3,180.25* 1,053.52
Plumbing 200.00 included above*
Electrical 3,614.00 674.29 618.84
Concrete included above* 1,261.81
Totals $14,323.27 $15,466.60 $4,403.88
J
PROJECT GRAND TOTAL $19,870.48
0 0 L1/4 4 0 Qi *-Ls)
11/4_
5.∎83
F
MEMORANDUM
December 12, 1986
TO: Mayor Whidden and City Council Members
FROM: Bob Coon47erso� Manager
RC:LM
Attachment
cc: Duncan McKiernan
Scott Brodhun
Craig Knutson
5,/23
RE: Contract Renewal Director of Port Angeles Fine Art
Center
ISSUE: Should the City Council renew the contract of the
Director of the Port Angeles Fine Art Center?
BACKGROUND /ANALYSIS: In June, 1986, the City Council approved a
contract between the City of Port Angeles and Duncan Y. McKiernan,
to serve as Director of the Port Angeles Fine Art Center. This
contract was effective from June, 1986, through November 30,
1986, with a provision for a two -year extension upon approval by
the City Council.
Attached for the City Counci's review and approval is the con-
tract extension for two years for Mr. McKiernan, covering the
period from December 1, 1986, through December 31, 1988. The
financial terms of the contract are renewed and include wages of
$2,000 per month plus the mandatory fringe benefits (i.e., re-
tirement, Social Security, and workers compensation contribu-
tions). This compensation is funded from the Estate Trust of
Esther Webster, per Attachment A, agreement between the City and
Webster Estate Trustees.
RECOMMENDATION: It is recommended that the City Council approve
the attached contract between the City of Port Angeles and Duncan
Y. McKiernan to serve as Director of the Port Angeles Fine Art
Center for the period covering December 1, 1986, through December
31, 1988.
4
EMPLOYMENT CONTRACT
FOR
FINE ART CENTER DIRECTOR
THIS CONTRACT is made this (01iL, day of
1986, by and between the City of Port Angeles, Washington, here-
inafter called "City" and Duncan Y. McKiernan, hereinafter called
"Director
REPRESENTATIONS
1. The City requires the services of a professional quali-
fied to assist in the development and management of a fine art
center at the premises donated to the City by Esther Webster in
her estate, located at 1203 East Eighth Street, Port Angeles,
Washington.
2. The Director is qualified and able to perform the ser-
vices of Fine Art Center Director as required by the City and has
the further advantage of direct knowledge and experience of the
premises and the community fine arts resources.
AGREEMENTS
IN CONSIDERATION of the mutual promises and covenants herein
contained, the parties contract and agree as follows:
1. Performance by Director of Fine Art Center
A. Modification of Premises. The Director will over-
see the modification of the residence into a fine art center.
Such oversight shall include, but not be limited to, assisting
with design modifications, working with the City's Building
Official and architect, coordinating contractor activities, and
providing on -site monitoring of the renovation work.
B. Program Development and Management. The Director
will devote his best efforts to develop and manage a fine art
program for the City of Port Angeles. Such development and
management will include, but not be limited to, the following
activities:
(1) The Director will research appropriate fine
art opportunities for the Fine Art Center.
(2) The Director will schedule and present fine
art programs in keeping with the agreement between the City and
the Webster Estate Trustees, which is attached hereto as Exhibit
(3) The Director will pursue grant funding for
programs and facility renovation, including previous, on- going,
and future work.
(4) The Director will develop funding and fund-
raising programs to support and enhance the Fine Art Center and
its programs.
(5) The Director will coordinate details of dis-
plays, exhibits, and showings, including security, insurance, and
other necessary provisions to ensure that the entire community
has access to a thriving fine art center program and that the
City is protected from liability exposure.
(6) The Director will develop an annual operating
budget to be approved by the City Council and will monitor the
budget during the fiscal year.
(7) The Director shall serve as ex- officio member
of the Board of Trustees.
i
C. Maintenance and Operation. The Director will
oversee facility maintenance and operation.
D. Supervision. The Director will select for the
Center and supervise, to the extent necessary, the caretaker and
gallery sitter.
E. Coordination. The Director will act as coordina-
tor for the Fine Art Center with the following entities:
(1) The City, City Manager, City Council, and
other City officials and employees.
(2) The Trustees of the Webster Estate and /or the
advisory board.
(3) The local educational community, including
the Port Angeles School District and Peninsula College.
(4) Other community groups interested in fine
arts in the community.
2. Performance by the City. During the term of this
Agreement, the City will provide the following:
A. The City shall pay the Director a monthly fee of
$2,000 per month, plus appropriate retirement, Social Security,
and Industrial Insurance contributions, which shall be full and
complete compensation for the services performed pursuant to this
Contract.
B. The annual operating budget approved by the City
will further allocate necessary funds for travel and out -of-
pocket expenses necessary for the performance of the services set
forth in this Contract. Other expenses, such as dues, member-
ships, and schooling, shall also be allocated in the budget as
requested by the Director and approved by the City Council, based
on the City Manager's recommendation.
3. Duration of the Contract and Renewal at Termination.
This Contract shall remain in full force and effect from December
1, 1986, December 31, 1988. The Contract may be renego-
tiated thereafter at the option of the City.
4. Employment Status. The Director shall be considered an
employee of the City with the limited benefits as set forth in
this Contract. The Director shall devote 75% of his working time
(1,566 hours /year), energy, and skill to the duties of Director
of the Port Angeles Fine Art Center. The parties contemplate
that the Director shall be free to devote part of his working
time to creative pursuits of his choosing.
The Director shall direct the performance of the de-
tails of the services to be provided, consistent with the policy
direction of the City Council, the supervision of the City
Manager and the Director of Parks and Recreation.
5. Assignment. The Director shall not assign any of the
work covered by this Contract without the express written consent
of the City.
6. Termination. Either party may terminate this Contract
at will upon thirty (30) days written notice to the other party.
7. Law. This Contract shall be governed by, and construed
in accordance with, the laws of the State of Washington.
8. Entire Contract. The parties agree that this Contract
is the complete expression of the terms hereto and any oral
representation or understanding not incorporated herein is ex-
cluded. Further, any modification of this Contract shall be in
writing and signed by both parties.
ATTEST:
Sherri L. Anderson, City Clerk
APPROVEV AS TO FORM:
Craig D. nutson, City Attorney
CITY OF PORT ANGELES
n )0.1\.:..D
2 11y
B Y 0 i i ,c.(�L(Qllllc
'YOR
DIRECTOR
BY: L
d
Duncan Y. M'bKiernan
AGREEMENT FOR PORT ANGELES FINE ART CENTER
This Agreement is made by and between the CITY OF PORT
ANGELES, Washington, a Washington municipal corporation (the
"City and JANE HUGHES, OSCAR ZABEL, GORDON SANDISON, ELAINE
SANDISON, CHARLES KEIM, and WILLIAM McDOWELL, acting as trustees
(the "Trustees under Article SIXTH of Last Will and Testament
of Esther B. Webster dated March 19, 1984, and First Codicil
thereto dated September 21, 1984 (the "Will which were
admitted to probate February 4, 1985, under Cause No.
85 -4- 00026 -9 in the Washington State Superior Court for Clallam
County.
RECITALS
/f74chMfNT A,
A. Under the Will, the residue of Esther B. Webster's
Estate was left to the City on the condition that the City
establish and operate a fine art center utilizing her residence
property. Express conditions for the gift included presentation
of a plan by the City, as determined by the Trustees to be
sufficient to reasonably carry out the intended use of Mrs.
Webster's residence and Estate. Under the Will, the plan must
specifically include (i) the City's acceptance of the residence
property for use as a fine art center; (ii) provisions for a
feasible program to maintain the residence and to establish a
quality program using the residence; and (iii) provisions for use
of the Trustees and, if designated by the Trustees, a larger
advisory board, as consultants to the City on a continuing basis
with respect to the fine art center.
B. The City has proposed a plan to create and operate a
fine art center. The proposed plan was approved in concept by
the Trustees on July 22, 1985, subject to (i) completion of a
written agreement satisfactory to the City and the Trustees that
implements the details of the proposed plan, and (ii) the
Trustees' approval of the details for proposed modifications to
the Webster residence, including both the extent of, and the cost
and funding of, modifications needed to permit the residence to
be used as a fine art center.
C. The purpose of this Agreement is to specify the details
of the fine art center to be created under the terms of the Will
and pursuant to the City's proposal. This Agreement is intended
to constitute the Trustees' formal approval of the conditional
gift under the Will and also the formal agreement of the City as
to its obligations in accepting the gift under the Will. Upon
the completion of the Agreement, it is intended that distribution
of Mrs. Webster's Estate to the City will take place as provided
under the Will and in accordance with usual probate procedures.
THEREFORE, the City and the Trustees agree as follows:
AGREEMENT
1. City to Act as a Trustee. The City shall hold all
property received from the Webster Estate in trust, for adminis-
tration in accordance with the Will and under the provisions of
this Agreement. The beneficiaries of the trust are the citizens
of the City _of Port Angeles, although the Trustees or their
successors shall also have standing to enforce this Agreement.
As trustee, the City shall be considered the trustee of an
-2-
express trust with all of the powers, duties, and limitations
applicable to trustees under Revised Code of Washington Title 11,
except as expanded, limited, or otherwise modified under this
Agreement or the Will. The City will not receive a fee or other
direct compensation for acting as trustee under this Agreement
and the Will.
2. Segregated Accounts. In holding property received from
the Webster Estate and any proceeds or earnings of that property
as trustee, the City shall segregate the property and keep it
separate and apart from its general funds and revenues, as well
as separate from its operating or other budgets. The City shall
not commingle Webster Estate property with any other property
that it owns or manages, except that cash from the estate may be
invested by the City in a common investment portfolio in order to
maximize the rate of return for trust funds with other City
funds, as long as trust funds remain earmarked and are separately
accounted for. The City shall furnish the Trustees with a
statement of receipts and disbursements and balance of the
Endowment Fund annually.
3. Principal as Endowment Fund. Except as specifically
provided otherwise in this Agreement, no real property received
by the City from the Webster Estate shall be sold (provided, that
any portions of the residence that are removed or not needed in
conjunction with the initial modifications described in Paragraph
6 below, e.g., windows, fixtures, etc., may be sold or auctioned
and the proceeds added to the Endowment Fund principal) and no
expenditures of principal shall be made except with the prior
written approval of at least two thirds (2/3) of the then quali-
fied and acting Trustees. The real property held in the Webster
Estate is described in the attached Schedule A. Subject to
expenditures upon the prior written approval of at least two
thirds (2/3) of the then qualified and acting Trustees, the
principal shall be maintained as an Endowment Fund with only the
income being used to finance annual operations of, or other
expenditures for, the fine art center. All property received
from the Webster Estate, including income earned during the
probate administration, shall be treated as trust principal.
4. Management of Real Property. Mrs. Webster's residence
property located at 1203 East 8th Street, Port Angeles, Washing-
ton, shall be utilized as the site of the fine art center. All
other Webster Estate real property shall be utilized as a park-
like setting for the center and maintained in a manner consistent
with the fine art center operations. Initial maintenance of the
grounds other than the immediate area of the residence will be in
a manner comparable to previous maintenance of the property prior
to Mrs. Webster's death. The City shall bear the responsibility
and the cost for this maintenance in its individual capacity and
any expenses for such maintenance shall not be funded from earn-
ings of the Endowment Fund described above, or otherwise from the
trust. However, any general yard work immediately surrounding
the residence building will be included in the general operations
of the fine art center and paid for from its general operating
budget.
5. Sale of Certain Lots. The City will use its best
efforts to sell Lots 15 and 16, Block 211, of the Webster real
property or to otherwise dispose of those two lots in conjunction
with the purchase or acquisition of Lots 2 and 3 of Block 220,
Townsite of Port Angeles, Clallam County, Washington. The City
and the Trustees intend that no principal of the Webster Estate
be used to purchase Lots 2 and 3 of Block 220, except to the
extent that proceeds from the sale or other disposition of Lots
15 and 16, Block 211, are available. Within six months from the
date it signs this Agreement, the City will contact the owners of
Lots 2 and 3 of Block 220 to explore the purchase of those lots
and will proceed accordingly with the sale or other disposition
of Lots 15 and 16, Block 211. If purchase of Lots 2 and 3 of
Block 220 appears unlikely in the near future, the City may still
determine to sell or otherwise dispose of Lots 15 and 16, Block
211, with the proceeds to be separately accounted for and held as
principal of the trust estate for use in the future to acquire
Lots 2 and 3 of Block 220. In the event that Lots 2 and 3 of
Block 220 are acquired, the City shall take title as trustee in
accordance with the Will and this Agreement and the real property
shall in all respects be treated as part of the real property
received from the Webster Estate.
6. Modifications to Residence. The City shall cause the
modifications to the Webster residence -as detailed in the at-
tached Exhibit 1 to be completed, it being the understanding of
the Trustees, based on the City's proposals, that the modifica-
tions will result in the residence meeting all applicable build-
ing code and zoning requirements for a public facility being used
as a fine art center, as set forth in this Agreement and intended
under the Will. Subsequent modifications or improvements to the
fine art center may be made in the future as the City, as trustee,
determines may be desirable, as long as the improvements or modi-
fications are consistent with the use of the residence as a fine
art center. Principal of the Webster Estate, up to an amount of
$50,000, may be expended in conjunction with completion of the
initial modifications set forth in Exhibit 1. In the event the
actual cost of such modifications exceeds that amount, the
Trustees shall review the additional expenditures based on the
lowest responsible bid to complete the modifications set forth in
Exhibit 1. Payment of such additional expenditures from trust
principal may be made upon the prior written approval of a two
thirds (2/3) majority of the then acting Trustees as specified in
Paragraph 3 above. In addition to the foregoing, a sum up to a
maximum of $10,000 from principal shall be designated or ear-
marked by the City to be paid as directed by the Trustees (acting
through their Chairman) for installation of the following items
Security System Augmentation;
Display Security;
Display Cabinetry;
Display Lighting;
Display Walls; and
Display Areas.
Except for the amount of Estate principal authorized for expendi-
ture in connection with the initial modifications, no other
amounts of principal shall be used for modifications or improve-
ments to the residence except upon prior written approval of the
Trustees as specified in Paragraph 3 above. To the extent less
than $50,000 is utilized for the initial modifications, the
unused amount shall be retained as part of the Endowment Fund
and, unless approved by the Trustees as specified in Paragraph 3
above, shall not be expended for subsequent modifications or
improvements.
7. Parking Lot. As long as it is acting as trustee under
this Agreement, the City in its individual capacity shall make
available and maintain as a parking lot and parking area for the
fine art center the area located next to Jones Street immediately
to the west of the reservoir that is next to the Webster property.
The parking area shall be striped for as many parking spaces as
can be maintained consistent with the Port Angeles City Parking
Ordinance. The cost of improving this Jones Street /reservoir
property as a parking lot and of maintaining the parking area
shall be paid by the City in its individual capacity and shall
not be paid from the Estate principal or from the fine art center
operating budget. The initial improvements to make the parking
area suitable as a parking lot, i.e., grading and surfacing (with
asphalt or other usual parking lot surface), painting of stripes
to designate parking stalls, lighting, completion of a suitable
ingress and egress, etc., shall be completed within one year from
the date the residence property is transferred to the City.
8. Purpose of Fine Art Center. The facility located in
the Webster residence and utilized as the fine art center shall
be called the "Port Angeles Fine Art Center A 12" x 18" cast
bronze plaque stating that the art center was a gift from Esther
B. Webster to the City in memory of Charles N. Webster and Edward
B. Webster shall be prominently placed at the entrance to the
center and continuously displayed and maintained. The text of
the plaque shall be as follows:
The Port Angeles Fine Art Center
City of Port Angeles
Gift of
Esther B. Webster
1903 1985
In Memory of
Charles N. Webster
1903 1969
and
Edward B. Webster
1865 1936
The cost of this plaque shall be included as part of the initial
modifications, as if it were set forth in Exhibit 1.
9. General Scope of Fine Art Center Program. A regular
and ongoing program using the fine art center shall be estab-
lished to provide the citizens of and visitors to the City of
Port Angeles an opportunity to be exposed to the fine art
movement in the Pacific Northwest, as well as generally. At a
minimum, two exhibitions of art work by top quality artists, for
separate exhibition periods of from four to six weeks each, shall
be presented annually. During exhibitions, the center should be
open to the public Thursday, Friday and Saturday, 11:00 a.m. to
5:00 p.m., or for other suitable operating hours as approved by
the Trustees, or their successors. In addition, programs
including live fine arts programs in the form of theatre, music,
instrumental and vocal literature, essay, prose, or educational
slides or movies, or lectures on art shall be presented as
feasible. Additional exhibitions and programs involving the fine
arts shall be held at the center as are available and within the
ability of the fine art center program, both with respect to
personnel and facilities and with respect to operating budget.
10. Other Uses of Fine Art Center. The City may only use
the fine art center, from time to time, as a meeting facility for
community visitors or as a location for City meetings that are
appropriate to a fine art center; provided, that use of the
center for these purposes shall not conflict with regular art
center hours or activities or with scheduled exhibits.
11. Ongoing Consultation with Trustees. The City shall
consult with the Trustees or their successors on all aspects of
administration and operation of the fine art center. As to
certain aspects of the operations of the center set forth below,
the "Advisory Board" may include an expanded group consisting of
one or more of the Trustees and additional Advisory Board members
selected by the Trustees in accordance with procedures developed
by the Trustees and as permitted by the Will. The City's consul-
tation with the Trustees and /or Advisory Board shall be on a
regular and continuing basis, although the Trustees and Advisory
Board shall act in an advisory capacity only. As provided in the
Will, the City shall not be bound by the results of such consulta-
tions.
12. Operating Structure of the Fine Art Center. Subject to
the requirements of Paragraph 11 above or otherwise in this
Agreement, the Port Angeles City Council shall have final respon-
sibility for the administration and operation of the fine art
center. The City Council or its designated agent shall retain
the services of a director for the center. The director may be
an employee or an independent contractor whose contract will
stipulate the working hours and employment conditions for the
director. The general responsibilities of the director shall be
as set forth in the City's Proposal for the Creation and Opera-
tion of the Port Angeles Fine Arts Center submitted to the
Trustees by letter dated July 16, 1985, from David Flodstrom.
Compensation of the director shall be part of the center's
regular operating budget. Likewise, the duties and compensation
for a part -time gallery sitter and live -in caretaker shall be
generally as proposed by the City in its Proposal referenced
above.
13. Program Management. The program management, including
selection, scheduling, and budgeting, as well as general policy
for the center, shall be determined by the City, with input from
and the involvement of the center director and the Trustees
and /or the Advisory Board referenced in Paragraph 11 above.
Primary responsibility for any particular aspect of operation of
the center may be delegated to one of them, subject to the City's
overall responsibility for administration and operation of the
center. The City may act through its City Manager or another
person designated as liaison to the center.
14. Financing of Operations. The income of the Endowment
Fund created from the Webster Estate shall be available to fund
the annual and regular operations of the center. The parties
anticipate that an annual budget, in a form prescribed by the
City, will be prepared by the director of the center and approved
by the City, after consultation with the Trustees and /or Advisory
Board, as required under Paragraph 11 above. Even though the
actual income from the Endowment Fund may be insufficient to
provide for the planned operation of the center during any annual
period, or over a longer time period, principal from the Webster
Estate shall not be available for regular operating budgets
except by Trustee approval as specified in Paragraph 3 above.
The City may, if it so elects, subsidize the operations of the
center. By entering this Agreement or acting as trustee,
however, the City is not agreeing to, and has no obligation to,
subsidize or pay any deficits in the center's operating budget.
15. Insurance. Upon receipt of real property from the
Webster Estate, the City shall be responsible to see that the
fine art center and the Trustees are adequately insured for
hazard loss and general liability. The expense of such insurance
shall be part of the center's operating budget to be funded from
the Endowment Fund earnings or other operating budget revenues.
The parties recognize that the City may include the fine art
center under its general "self- insurance" program. In the event
any such insurance, or self- insurance program, is insufficient to
satisfy any losses covered by usual hazard insurance or any
general liability claims, or both (including any costs and
expenses, such as attorneys' fees incurred on account of the loss
or claim) and a claim is made against the Endowment Fund or
Trustees, or both, or they are subject to liability, the City
shall reimburse the Endowment Fund for the amount of the claim
and costs and expenses charged against the Fund and shall defend
the Trustees and hold them harmless and indemnify them from such
claim and costs and expenses. In addition, the City shall be
personally obligated to reimburse the Endowment Fund or pay the
cost to replace any property of the fine art center, or both, if
a loss covered by usual hazard insurance occurs and is not
otherwise adequately insured. Notwithstanding the foregoing, any
necessary insurance coverage for specific exhibits or displays at
the fine art center shall be part of the center's annual operat-
ing budget to be funded from the Endowment Fund.
16. Application for Grants or Other Funding. The City
shall use its best efforts to obtain additional funding for the
center through governmental grants or any other source of funds
from organizations supporting the arts. It is expected that
these efforts will continue for as long as the center is operat-
ing. In particular, the City shall apply for grants to fund the
cost of initial modifications described in Paragraph 6 above, it
being the parties' intent that if grant monies are available to
modify the Webster residence for use as a fine art center, such
outside funding should be utilized in order that the Webster
Estate may be preserved in whole as an Endowment Fund for the
operations of the center. Grant fund matching for both initial
and future grants may come from the estate principal subject to
the Trustees' approval as specified in Paragraph 3 above. In the
event principal must be used for the initial modifications des-
cribed in Paragraph 6, the City shall nevertheless pursue grants
or other outside funds that could be used to reimburse the
Endowment Fund for any principal expended with regard to the
initial modifications.
17. Opinion of City Counsel as Condition. As a condition
to this Agreement, the City shall furnish an opinion from its
legal counsel that is satisfactory to the Trustees and their
legal counsel and concludes that the City has authority to enter
into this Agreement and that this Agreement is a valid agreement
that is binding upon the City. The legal opinion shall have been
furnished to the Trustees prior to their signatures on this
Agreement and their signatures shall evidence that the condition
set forth in this Paragraph has been satisfied.
18. Termination. This Agreement shall be subject to
termination in the event any of the provisions of this Agreement
are breached by the City. Such termination events include but
are not limited to the City's unapproved use of Estate principal
for other than the initial modifications to the residence as
described in Paragraph 6; upon the failure in any calendar year
to hold two art exhibitions as described in Paragraph 9; upon the
City's failure to provide the parking area as specified in
Paragraph 7; or upon the City's failure to segregate the estate
property from its other property as per Paragraph 2. If not
otherwise terminated, termination shall occur six (6) months
after the City receives notice from the Trustees of the alleged
breach, unless City satisfies or cures such breach within such
six -month period or, in the event of any dispute, the dispute
resolution process set forth in Paragraph 21 below is not yet
complete. Upon such termination the then Webster Estate property
held by the City, income and principal, shall revert to the
Trustees or their successors. The City shall promptly convey
such property to the Trustees at such time. In addition, the
Webster Estate shall revert and the City shall convey the Estate
to the Trustees (i) in the event the initial modifications
described in Exhibit 1 are not completed within one year from the
date the residence property is transferred to the City (even if
such modifications cannot be completed due to the Trustees'
failure to approve the expenditure of trust principal in excess
of $50,000 as set forth in Paragraph 6); or (ii) if the minimal
operations of the fine art center specified in this Agreement
have not taken place during the first full calendar year follow-
ing the calendar year in which the initial modifications to the
residence property are to be completed; or (iii) in the event
such minimal operations fail to take place in any calendar year
subsequent to the calendar year in which operations are to
commence. In the event the Estate is conveyed back to the
Trustees, the property shall be administered in accordance with
the Will.
19. Reference to "Trustees Reference to the "Trustees"
or to "their successors" in this Agreement shall include any
successor trustee that may subsequently be selected in accordance
with procedures adopted by the Trustees or otherwise serving as a
successor trustee under the Will.
20. Headings. The paragraph headings have been included
solely for convenience and shall not be considered a part of this
Agreement for any purpose relating to the interpretation or
construction of its terms.
21. Arbitration. Any dispute between the City and the
Trustees arising under this Agreement shall be resolved by
arbitration to be conducted in accordance with the requirements
of Ch. 7.04 RCW, or such other provisions of the statutory laws
of the State of Washington as may be enacted in lieu of said Ch.
7.04 RCW, one arbitrator to be appointed by the Trustees and one
by the City, and those two arbitrators to promptly appoint a
third arbitrator. All such arbitration proceedings shall take
place in Port Angeles, Washington. In any such arbitration
proceeding, each party shall have full access to the books and
records of the other party and the power to call for testimony
any employee, agent or officer of the other party, and all other
rights to discovery afforded under the then applicable Civil
Rules for the Superior Court for the State of Washington, or
rules or laws applicable to proceedings in Clallam County
Superior Court adopted in lieu thereof, shall be applicable, all
of which shall be fully enforceably by the arbitrators or, if
they fail to effect such enforcement, by any court of the State
of Washington.
22. Counterpart Documents. This Agreement may be executed
in two (2) or more duplicate counterparts with the same force and
effect as if the parties' signatures had been made on a single
document.
This Agreement has been signed on the dates set forth below,
but effective as of the 25th day of July, 1985.
Date Signed: 1,.-
Date Signed:
/98,5'
Date Signed: 7 /5 �b
Date Signed: /i-
CITY OF PORT ANGELES, a Washington
Municipal Corporation
oLue,,
Mayor
BY:
Its
TRUSTEES:
(1)4,1-1.4. ):7
JarHughes as Tr/(istee
C3
scar Zabel, as -e
Gordon Sandison, as Tr stee
D WI T A
PORT ANGELES FINE ART CENTER
CITY OF PORT ANGELES
1203 E. 8th ST. PORT ANGELES, WASHINGTON 98362
9 ��s q P� P�
ND REC PHONE (206) 457-3532 or 457 -0411 EXT. 243
11/13/86
MEMORANDUM
SUBJECT: Exhibiting Artist /Port Angeles Fine Art Center Agreement
uncan Y. cKier
Director
5 .a83
1. ISSUE Should the City Council authorize the director of
the Port Angeles Fine Art Center to sign an agree-
ment with the artists exhibiting at the Center.
2. BACKGROUND Most galleries and /or fine art museums in the
Northwest have a somewhat similar agreement that an
exhibiting artist signs when accepting the privi-
lege of showing at said establishment. The Port
Angeles Fine Art Center should follow a similar
procedure in order to clarify all conditions that
exist between the artist and the Fine Art Center.
3. WHAT THE AGREEMENT ACCOMPLISHES The agreement specifies
insurance coverage, artist inventory and valuation
of art work submitted, a condition report of the
art work when submitted, Center lighting conditions,
security, hours of operation, and sales commission
arrangement.
4. RECOMMENDATION It is recommened the City Council allow
the director of the Port Angeles Fine Art Center to
sign such an artist /Center agreement with each of
the artists exhibiting at the Center. There will
be approximately twelve such, 30 -day, exhibits
annually.
RENTAL /CARETAKER AGREEMENT
THIS AGREEMENT is between the City of Port Angeles (the
"City and Janis Burger "Burger
The purpose of this Agreement is to establish the terms and
conditions of the rental /caretaker agreement between the parties.
Accordingly, the City hereby rents to Burger, solely and
individually, a portion of the Port Angeles Fine Art Center
"Center located at 1203 East Eighth Street, Port Angeles,
Washington, which portion shall include the kitchen and rooms
west of the kitchen together with limited, occasional use of the
dining room area, in exchange for her performance under, and
pursuant to, the following terms and conditions:
1. The City's obligations:
a. The City shall pay all costs associated with the
Center, including all utilities, exclusive of television and
stereo cable and Burger's telephone costs.
b. The City shall maintain all structural components
in good repair and maintain all electrical, plumbing, heating and
other facilities and appliances supplied by the City in
reasonably good working order.
2. Burger's obligations:
a. Burger shall act as caretaker of the Fine Art
Center building and the landscaped grounds immediately around
said building. The area of these grounds is as follows:
(1) From and including the circular driveway
on the South side of the building;
-1-
(2) The courtyard, lawn, rhododendrons and other
shrubs on the East side of the buiding;
(3) The walkway on the West side of the building;
(4) The kinnikinnick ground cover, crushed rock,
ferned area and small bulb garden on the
North side of the building.
b. Burger shall perform day to day routine activities
in keeping the building and grounds neat, tidy and habitable.
Work in the building shall include floor care, window washing,
care of restrooms, and other minor janitorial tasks designated by
the Center director.
c. Burger shall keep the live -in premises in a clean
and sanitary condition, shall properly dispose of rubbish,
garbage and waste, shall properly use and operate all facilities,
fixtures and appliances, shall not intentionally or negligently
injure or destroy any part of the premises, the appurtenances,
facilities, equipment, furniture, furnishings, and appliances,
nor permit any member of her family, invitee, licensee or other
person acting under her control to do so.
d. Burger shall not use the Center for social events
and shall keep guests and visitors to a minimum.
e. Burger's performance of her duties under this
agreement shall be approximately 34 hours per month, which at the
rate of $6.00 per hour equals an approximate fair rental value of
$200 per month, including utilities.
f. The City will give Burger notice of Fine Art Center
events in advance and Burger will tidy up the Center prior to and
following such use. It is expected that this task will be
relatively minor and will not be subject to additional
compensation under this agreement.
g. Burger agrees not to make any additional keys for
the Center or to divulge the security alarm system code to a
third party and to return all such keys upon her moving from the
Center. While acting as caretaker, Burger will personally retain
possession and control of such keys given to her and shall not at
any time give such keys to a third party.
3. Reporting:
In all matters concerning the performance of Burger's
duties under this agreement, Burger shall report to the Center
director. Burger will report promptly any situations concerning
the Center that require repair or other attention. Burger will
confirm in advance any major or out of the ordinary task to be
performed concerning building maintenance and upkeep of the
grounds.
4. Shared premises, facilities, and equipment:
a. Burger may utilize the vegetable garden area at her
descretion and at her expense.
b. Burger will use her own car, at her own expense,
for infrequent routine transportation connected with grounds or
building care, such as for the purchase of gasoline for power
equipment and the purchase of other necessary supplies. Such
supplies, however, will be paid for by the Center or reimbursed
to Burger.
c. Bedding, linen, towels, etc. belonging to the
Center may be used by Burger, with the cost of cleaning and
maintaining such items to be borne by Burger personally.
5. Termination:
Either of the parties may terminate this agreement upon
two (2) weeks prior written notice. Burger may give such notice
to the Center director or his designee.
DATED: October'? Z-, 1986.
CITY OF PORT ANGELES
Duncan Y. McK±'ernanector
Port Angeles Fine Art Center
Z 7anis Burger"
MEMO: October 6, 1986
TO: Duane Wolfe, Director of Admin. Services
FROM: Dave Flodstrom, City Manager
SUBJECT: Vehicle for Fine Art Center
Duane,
In pursuing the acquisition of a van for the Fine Art Center,
I need you to do a couple of things:
DF /jg
5.1113
1.) Give me an update on the financial status of the Art Center's
funding. I need to know the fund's initial amount (estate
principal), the interest earnings to date, the present
and near future rate of interest the funds are drawing,
and any expenses incurred to date.
2.) Tell me where I can inspect the van which the Light Utility
is surplusing which we considered for the Art Center.
3.) Begin to draft specifications for acquiring a "new or used"
mini -van for the Center. You can decide how you would
like to handle the '77 Dodge sedan (either we buy it or
it is traded in) as a part of the specs or not.
Thanks.
of PORTg
EfflEsemamomm
?s /s S�PJ�
RATIVE
Sandison Callis Assoc.
210 E. 4th Street
Port Angeles, WA 98362
Dear Steve:
RE: Safeco Homeowners Policy OH 376758
CITY OF PORT ANGELES
140 WEST FRONT ST P 0 BOX 1150 PORT ANGELES, WASHINGTON 98362
PHONE (206) 457 -0411
June 14, 1986
Our office recently received the Notice of Payment Due from
Safeco Insurance for their Homeowners Policy OH 376758,
insuring the home of Esther B. Webster.
Please be advised that the City of Port Angeles will be insuring
this home through our Self Insurance Program, and the Safeco policy
should be allowed to lapse.
If you have any questions, please feel free to contact me at 457 -0411,
extension 102.
RDW:ch
cc: Glenn Sugiyama, Risk Manager
Dua e Wolfe, Director
Finance and Admin. Svcs.
Mr. Duane Woolfe, Treasurer
City of Port Angeles
P. O. Box 1150
Port Angeles, WA 98362
Re: Estate of Esther B. Webster
Dear Mr. Woolfe:
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 150I FOURTH AVENUE SEATTLE, WASHINGTON 98101 -1688
(206) 622-3150
Enclosed please find the Notice of Payment Due from Safeco
Insurance for their Homeowners Policy Number OH376758, insuring
the home of Esther B. Webster. It is my understanding that the City
has elected to self insure. I assume that you will contact
Sandison, Callis Associates in Port Angeles to advise them of
the cancellation of this policy.
JAK:pdk
Enclosure
cc: Mr. P. Cameron DeVore (w /o Enc.)
Mr. Richard A. Klobucher (w /o Enc.)
June 9, 1986
Very truly yours,
f a.Ki�n
L
al Assista t
y
TELEX: 328919 DWJ SEA TELECOPIER: (206) 628 -7o4o
Anchorage, Alaska Bellevue, Washington Richland, Washington Washington, D.C.
SAS
SAFECO INS. COMPANIES
P 0 BOX C -34920
SEATTLE, WA 98124
FOR SERVICE IN CONNECTION WITH THIS POLICY
OR FOR ADDITIONAL INSURANCE, CONTACT YOUR
AGENT OR BROKER
SANDISON CALLIS C ASSOC INC
210 EAST 4TH STREET
PORT ANGELES WA 98362
PHONE: (206)452-2314
POLICY NUMBER
OH 376758
AGENT'S OR BROKER'S NUMBER
2 0630
NOTICE OF PAYMENT DUE
THE "AMOUNT DUE" SHOWN IS
THE PAYMENT DUE ON YOUR
HOMEOWNERS
INSURANCE POLICY
PLEASE REMIT THIS AMOUNT BY THE
"INSTALLMENT DUE DATE" SHOWN
AMOUNT DUE INSTALLMENT DUE DATE
174;33 JUN 1
DP-972/0C 12/84 PRINTED IN U.S.A.
ESTATE OF ESTHER 8 WEBSTER E
P CAMERON DEVORE EXECUTOR
4200 SE�FIRST BANK BLDG
SEATTLE WA 98134'
FOR INFORMATION REGARDING COVERAGES;ANDi,LIMITS, SEE YOUR POLICY.
PLEASE DETACH AND RETURN THIS PORTION WITH YOUR PAYMENT IN THE ENVELOPE PROVIDED,
MAKING SURE OUR ADDRESS SHOWS THROUGH THE WINDOW.
INSURED: ESTATE OF ESTHER 8 WEBSTER
PLEASEPAY-
AMOUNT DUE
174 :33
INSTALLMENT DUE DATE
JUN :04 :86
NOTICE OF PAYMENT DUE
HOMEOWNERS
POLICY NUMBER AGENT'S OR BROKER'S NUMBER
OH 376758 2 0630
PLEASE MAKE REMITTANCE PAYABLE TO:
SAFECO INS. COMPANIES
P 0 BOX C. -34920
SEATTLE, WA 98124
0376758012102063001 7433017433037675801210174330174335
Craig Knutson, Esq.
City Attorney
City of Port Angeles
P. 0. Box 1150
Port Angeles, WA 98362
Re: Estate of Esther B. Webster
Dear Craig:
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 150I FOURTH AVENUE SEATTLE, WASHINGTON 9810I -1688
(206) 6221150
May 13, 1986
In connection with closing and distributing the Esther B.
Webster Estate, now that we have received the Estate Tax Closing
Letter, we are planning to distribute the proceeds of the three
remaining certificates of deposit, when they mature on June 2,
1986. These certificates of deposit were purchased before the
Closing Letter was received, and are earning interest at the rates
of 7.35 and 7.65
I propose that, as before, we effect distribution by inter
Bank deposit. If you have established another account for the
Trust's funds at Seattle First, please provide us with the bank
account number for deposit of the funds. If we do not hear from
you, we will assume that we should proceed to transfer the funds
to Seattle -First National Bank, Port Angeles Branch, Account
Number 31000904. We will forward a Receipt for Distribution for
your signature or Dave Flodstrom's signature, on behalf of the
City, as Trustee.
If you have any questions, please feel free to contact me.
Very truly yours,
DAVIS WRIGHT JONES
12;Ck e
Richard A. Klobucher
JAK:pdk
cc: Mr. David Flodstrom
Mrs. Jane Hughes w
Mr. R. Duane Wolfe
P. Cameron DeVore, Esq.
TELEX: 328919 DWJ SEA TELECOPIER: (206) 628 -7040
Anchorage, Alaska Bellevue, Washington Richland, Washington Washington, D.C.
s,I
CARETAKER AGREEMENT
THIS AGREEMENT is between the City of Port Angeles (the
"City and Janis Burger "Burger
The purpose of the Agreement is to continue the services of
Burger as caretaker and groundskeeper of the former Esther B.
Webster residence and future Webster Fine Arts Center, located on
Beaver Hill, 1203 East Eighth Street, Port Angeles, Washington,
(the "Center since the Webster Estate has transferred title to
said property to the City. Accordingly, the City and Burger
agree as set forth below.
Burger shall reside by herself in the Center as her prin-
cipal residence and shall not do so with any roommate. Burger
shall act as caretaker of the Center. In the event she will be
absent for a continuous period of more than three days, she will
inform the City Manager or his designee. Burger shall not use
the Center for social events and shall keep guests and visitors
to a minimum.
Burger will report promptly to the City Manager or his
designee any situations concerning the Center that require repair
or other attention. The City shall pay all costs associated with
the Center, including all utilities, exclusive of television and
stereo cable costs, which Burger may use at her own expense.
Burger shall reimburse the City for any personal long distance
telephone charges.
Burger shall also report to the City Manager or his designee
as to maintenance and upkeep of the grounds surrounding the
-1-
5.183
Center. Burger will confirm in advance with the City Manager or
his designee any tasks to be performed concerning the Center and
maintenance and upkeep of the grounds, except Burger shall, upon
her own initiative, perform day -to -day routine activities in
keeping the Center neat, tidy, and habitable (without compensa-
tion under this Agreement) and routine grounds care (for compen-
sation as set forth below). Burger's work on such tasks or tasks
approved in advance will be compensated at $5.00 per hour. The
City shall pay by the Friday following the second Council meeting
each month for such services performed the previous month, based
on Burger's written statement to be received no later than Monday
of the week prior to the second Council meeting of each month.
Burger shall be an independent contractor and not an
employee of the City. As such, she shall be responsible for any
applicable withholding requirements for State and Federal taxes
or other deductions required by law.
The vegetable garden area may be utilized by Burger at her
discretion and at her expense. The small orchard in the east
valley and cosmetic landscaping with regard to lawn and flowers
shall be part of the routine grounds care.
Burger will use her own car, at her own expense, for infre-
quent routine transportation connected with grounds care, such as
for the purchase of gasoline for power equipment and purchase of
necessary supplies. Such supplies, however, will be paid for by
the City or reimbursed to Burger.
Bedding, linen, towels, etc., may be used by Burger, with
the cost of cleaning and maintaining such items to be borne by
Burger personally. It is expected that Burger will not use the
portion of the Center east of the kitchen, except for the dining
area.
The City intends to operate the Center as a Fine Arts
Center. Notice of such use will be given in advance and Burger
will tidy up the Center prior to and following such use. It is
expected that this task will be relatively minor and will not be
subject to compensation under this Agreement.
Either the City Manager or Burger may terminate this Agree-
ment and the arrangement tor Burger to act and live in the Center
as caretaker, upon two weeks' prior written notice. Burger may
give such notice to the City Manager or his designee. It is
understood that the caretaker arrangement contemplated under this
Agreement is a temporary situation.
Burger agrees not to make any additional keys for the Center
or the security alarm system and to return all such keys upon her
moving from the Center. While acting as caretaker, Burger will
personally retain possession and control of such keys given to
her and shall not at any time give such keys to a third party.
DATED: March -22 1986.
-3-
CITY OF PORT ANGELES
David T. Flodstrom
City Manager
JAMS BURGER
LAW OFFICES OF
DAVIS, WRIGHT, TODD, RIESE JONES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
4200 SEATTLE -FIRST NATIONAL BANK BUILDING
SEATTLE, WASHINGTON 98154
Re: Estate of Esther B. Webster
(206) 622 -3150
TELEX 32891
TELECOPIER (206) 622 -4322
Mr. Duane Wolfe
City of Port Angeles
P. 0. Box 1150
Port Angeles, WA 98362
Dear Mr. Wolfe:
Pursuant to our conversation of March 10, 1986, enclosed please
find the deposit slip in the amount of $350,000.00 representing the
funds deposited to the City's account,in partial distribution from
the above entitled Estate.
JAK:pdk
Enclosure
cc: Mr. P. Cameron DeVore (w /o Enc.)
Mr. Richard A. Klobucher (w /o Enc.)
ESEAFIRST BANK
MEMBER FDIC
Very truly yours,
JucYith A. K.in
1, Assistant
EkCLUSwE D
PASSPORT 1�
AGENT
550 WEST 7TH AVENUE
SUITE 1450
ANCHORAGE. ALASKA 99501
(907) 276 -4488
TELECOPIER (907) 279 -1761
1752 N STREET N W
SUITE 800
WASHINGTON D C 20036
(202) 822 9775
TELECOPIER (202) 296 -3196
110 110TH AVENUE N E
SUITE 700
BELLEVUE, WASHINGTON 98004
(206) 451 8686
TELECOPIER (206) 451 -9397
PLEASE REPLY TO SEATTLE OFFICE
March 11, 1986
Nwer Oar Sail With Seafirst Financing
Ask Us About Our Low Rates
CHECK f EP 001123 031086 $350000.00 110
r.�ci 0 7�S ?.!i- EiE` FIPT
I.I n:( L Sr ATEIMe 7
Thank You
5.183
Indicate f 3'
which
Applies
1. Artist Name
Address
City
Prone No.
Medium
Date of Opening
PORT ANGELES FINE ART CENTER
CITY OF PORT ANGELES
1203 E. 8th ST. PORT ANGELES, WASHINGTON 98362
PHONE (206) 457 -3532 or 457 -0411 EXT. 243
AU
EXHIBITING BITING r T LTV) FORT ANGELES N ART 5E
I_�� i ARTIST r'_' rl'_,L.�,J FINE r i.__ i;.,�, c�-R
F3
RELATIONSTTl1_' AN`TIl COTDIni0 VX TIEITTNG FOR A NORMAL SHOWING
OF s (fl 1r AT f T ^i l
Or (ll' ?'in(��;I��" 1 1�;�� �7��T��. ('.�OrT`I"? !1 T' nr ?i r,� ATE ��,T�
The following are conditions agreed upon by both the exhibiting
artist and the Port A.ngeles Fine Art Center:
fast Day of Exhibit
2. The Fort AnF`eles Pine Art Center will provide an "All isk"
insurance policy, subject to exclusions named in the policy,
while the exhibit it _i_s on d 1 `=play on the premises.
The artist will provide insurance coverage while the exhibit
is being transported to and from the Center.
The Port Angeles Fine Art Center will provide insurance
coverage while the exhibit is being transported to and from
the center.
5. Artist will provide a signed inventory of art work submitted
with valuation at least 30 days prior to opening. This will
insure that the insur�•nce policy obtained by the City will
cover the value of the art work.
6. Cn arrival of art material at Center, the Director will
complete a report of the condition of the art objects, i.e.
nicks in frames, scratches on sculpture, any apparent
damage, etc.
7. If the Center picks up art work at studio, a condition
report will be completed at the studio.
8. The Director will install the exhibit, taking into considera-
tion the suggestions of the artist.
Page 1 of 2 pages
A GR i_, E ['n L'. ,f r n
EXHIBITING ARTIST /FC)P'P ANOET,ES FINE ART CENTER
9. The Center doe` not guarantee total ultra- violet ray
filtration lighting is some natural light, some
incandescent, and some florescent.
10. The Center provides a sophisticated electronic security
system which is connected directly to the Fort Angeles
Police Department.
11. The Center does provide a live -in caretaker who normally
is present on the premises at night, and a gallery sitter
who is always present during hours of operation.
12. The normal Center operating hours are 11 :00 a.m. to 5:00 p.m.
Thursday, rriday, and Saturday.
13. The Center does not provide an automatic fire extinguisher
system (not required by code.) It does have approved
smoke detector alarms.
14. Tne Center does not charge a commission on any sales of
art work exhibited at the Center. (Any sales must be made
directly between the artist and the pirchaser.
Dated
(Artist) (Director)
Page 2 of 2 pages
LAW OFFICES OF
DAVIS, WRIGHT, TODD, RIESE JONES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
4200 SEATTLE -FIRST NATIONAL BANK BUILDING
SEATTLE. WASHINGTON 98154
Dear Mr. Wolfe:
(206) 622 -3150
TELEX 32891
TELECOPIER (206) 622 -4322
Mr. Duane Wolfe
City of Port Angeles
P. 0. Box 1150
Port Angeles, WA 98362
Re: Estate of Esther B. Webster
550 WEST 7TH AVENUE
SUITE 1450
ANCHORAGE ALASKA 99501
(907) 276 -4488
TELECOPIER (907) 279 176
1752 N STREET N W
SUITE 800
WASHINGTON D C 20036
(202) 822 -9775
TELECOPIER (202) 296 3196
110 110TH AVENUE N E
SUITE 700
BELLEVUE, WASHINGTON 98004
(206) 451 8686
TELECOPIER (206) 451 -9397
PLEASE REPLY TO SEATTLE OFFICE
March 11, 1986
Pursuant to our conversation of March 10, 1986, enclosed please
find the deposit slip in the amount of $350,000.00 representing the
funds deposited to the City's account,in partial distribution from
the above entitled Estate.
JAK:pdk
Enclosure
cc: Mr. P. Cameron DeVore (w /o Enc.)
Mr. Richard A. Klobucher (w /o Enc.)
P
Ask CUs About Our Low Rates
1)SEARRRST
C -Ea PEP OO11 a:1066 $,750000.00 110
DC_ USA9 COO
PASSPOR
T as
AGENT
Very truly yours,
f'
Judith` A. 'King
Legal Assistant
1
El ES
Thank You
o f poRr qN
CITY OF PORT ANGELES
1 40 WEST FRONT ST., P.O BOX 1150 PORT ANGELES, WASHINGTON 98362
C /1 Q` PHONE (206) 457 -0411
y MANN
January 7, 1986
Mr. Richard A. Klobucher
Davis, Wright, Todd, Riese Jones
110 110th Avenue N.E.
Suite 700
Bellevue, Washington 98004
Dear Mr. Klobucher:
Attached please find a signed copy of the final agreement for
the Port Angeles Fine Art Center.
DTF /jg
cc:
Again, thank you and I look forward to hearing from you.
City Clerk
City Attorney
Parks Recreation
Sincerely,
David T. Flodstrom
City Manager
S. Is
My understanding is that you are in a position to identify all
assets of the estate and begin the process of transferring funds
to the City. If there is' additional information which I need to
provide in order to facilitate the transfer of funds, please contact
me and I will respond accordingly.
I would like to take this opportunity to express the City's and
my appreciation for your assistance jin developing this final agreement.
I truly believe that all parties have created an agreement that very
closely follows the wishes of Esther Webster as stated in her will.
MEMORANDUM
October 27, 1987
TO: Duncan McKiernan, Fine Art Center Director
FROM: Glenn Sugiyama, Risk ManageC;
RE: Insurance: Fine Art Center
5. 'S3
The Fine Art Center currently has coverage for certain property and
liability exposures through the City's Self- Insurance Program. The
City is obligated to adequately insure or self- insure these risks.
I understand the concern of the Trustees to be able to adequately cover
any loss, but the City has had a policy of self insurance since August,
1985, with the concurrence of the Council, due to terribly adverse
conditions in the insurance market. The marketplace has improved
somewhat, particularly in the property coverages, which has resulted in
some recent insurance purchases by the City for the new City Hallo
However, in this instance, other factors besides price were considered,
such as the large amount of value at one location, including the gym
and pool, and coverage for data processing equipment and media, and
earthquake risks. The City did maintain its self- insurance policy
posture by selecting a $100,000 deductible.
The City has and will continue its efforts to secure appropriate
property and liability insurance for the entire City and it seems
appropriate that the Fine Art Center accept, for now, the City Self
Insurance Program for property and liability until a complete program
encompassing all City properties is established involving some level of
purchased insurance. Otherwise, the City could conceivably have a
confusing, fragmented program with pockets of coverage for risks in
Parks, the Corporation Yard, the Senior Center, etc., with different
insurance companies, deductibles, co- insurance requirements, limits,
policy periods, and so on.
As we discussed before, Duncan, if the Trustees are still adamant about
obtaining specific insurance quotes for the Fine Art Center then perhaps
you should do so, but whether the City elects to carry it will need to
be addressed in terms of the City's current insurance policy and
overall goals and the best interests of all parties.
GKS:LM
HR0204[3]
cc: D. Wolfe
Mr. David Flodstrom
City of Port Angeles
P. O. Box 1150
Port Angeles, WA 98362
Dear Dave:
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS t
V
2600 CENTURY SQUARE 1502 FOURTH AVENUE SEATTLE, WASHINGTON 9 8 01-
(2o6) 6.2_ u t G 8
Re: Estate of Esther B. Webster
November 26, 1986
DEC 1 1
Enclosed for your information and review are copies of
the proposed papers to close the estate administration. Included
in the Declaration of Completion is an accounting. Before
proceeding to file the closing papers and make final distribution
of the NACO /WEST Campground membership and remaining cash, we
would like your comments.
After we have discussed any questions or comments you may
have, we will forward the documentation and information for the
campground membership and the final cash distribution. After you
have received the final distribution, please sign and return the
Receipt for Distribution to me for filing in the Court file.
We will also prepare and file the Estate's final income
tax return. As in the past, there will be no tax due because
all income has been paid to the City, as Trustee for the Fine Art
Center. We will provide you with a copy of the final income tax
return if you wish.
Assuming everything is satisfactory, we will then file
the Declaration of Completion and give Notice to all the people
named in the Will. This Notice is required by law, whether
or not a person receives property from the Estate.
TELEX: 328919 DWJ SEA TELECOPIER: (206) 628-7040
Anchorage, Alaska Bellevue, Washington Richland, Washington Washington, D.C.
5.183
Y
1
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4 IN THE SUPERIOR COURT OF THE STATE OF WASHINGTON
IN AND FOR THE COUNTY OF CLALLAM
5 IN PROBATE
DECLARATION 1
6801b
DAVIS WRIGHT JONES
5.183
6 In the Matter of the Estate
No. 85 -4- 00026 -9
7 of
DECLARATION OF COMPLETION
8 ESTHER B. WEBSTER, OF PROBATE
9 Deceased.
10
11 P. Cameron DeVore, the appointed, qualified, and acting
12 Personal Representative of the above- entitled estate, declares
13 that the administration of the above estate has been
14 completed. In support of said declaration of completion, the
15 personal representative states as follows:
16 1. Decedent. The above -named decedent died testate on
17 January 25, 1985, and decedent's residence at the time of death
18 was Port Angeles, Clallam County, Washington. The decedent's
19 Last Will and Testament is dated March 19, 1984, and is amended
20 by First Codicil to Last Will and Testament dated September 21,
21 1984. An Order admitting said Will and Codicil to probate was
22 entered by the above entitled court on February 4, 1985, and an
23 Order of Solvency was entered for the Estate on the same day.
24
25
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 1501 FOURTH AVENUE
SEATTLE, WASHINGTON 98101.1688
(zo6) 622g15o
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2. Notices. Copies of the Notice of Probate Proceedings
were mailed to each heir, legatee and devisee within twenty
(20) days after the appointment of the personal
representatives. Notice to Creditors was given for the time
and in the manner prescribed by law. The date of filing the
Notice to Creditors was February 4, 1985, and the date of first
publication was February 12, 1985.
3. Inventory. The Oath on Return of Inventory and an
Amended Inventory of assets of the Estate were filed with the
Court on May 8, 1985, and March 10, 1986, respectively.
4. Creditors' Claims. The time for filing creditors'
claims herein has expired. Each creditor's claim which was
justly due and properly presented as required by law has been
paid or otherwise disposed of by agreement with the creditor.
All claims and bills paid were for final debts and medical
and funeral expenses of decedent. The personal representative
paid the final telephone bill of the decedent in the amount of
$11.56 without a formal claim at the time the telephone service
was transferred to the name of the estate. Pacific Northwest
Bell rarely, if ever, files estate claims and the discretionary
payment of the final bill of the decedent was necessary due to
the estate's continuing need for telephone service.
5. Aareement with the City of Port Angeles. In
accordance with the terms of the Will and Codicil, the Personal
DECLARATION 2
6801b
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 1501 FOURTH AVENUE
SEATTLE, WASHINGTON 981001688
(206) 622 -3150
Representative assisted the Trustees named in the Will and
2 Codicil in their determination as to whether distribution of
3 estate property for use as "an arts, crafts, and humanities
4 center," as set forth in the Will and Codicil, would be made to
5 the City of Port Angeles "City The Trustees' determination
6 and their agreement with the City with respect to what is now
7 known as the "Port Angeles Fine Art Center" is reflected in the
8 Agreement for Port Angeles Fine Art Center, a copy of which is
9 on file herein. As a result of the Trustees' determination and
10 in accordance with the Agreement for Port Angeles Fine Art
11 Center, the decedent's residuary estate is distributable to the
12 City of Port Angeles, as Trustee under the Agreement.
13 6. Completion of Administration. An Order of Solvency
14 was entered on February 4, 1985. The Personal Representative
15 has completed the administration of the decedent's estate
16 without court intervention, and the estate is ready to be
17 closed.
18 7. Estate Administration. The assets of the estate have
19 been either liquidated and distributed, or distributed intact
20 to the beneficiaries under the Will, as evidenced by Receipts
21 on file herein.
22 The Personal Representative, in spite of diligent efforts,
23 (advertising in the Seattle Times, The Daily News, Port
24 Angeles, a newsletter and locally by the City of Port Angeles),
25
1
DECLARATION 3
6801b
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 1501 FOURTH AVENUE
SEATTLE, WASHINGTON 9810,-1688
(206) 6223150
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has been unable to sell the Lifetime Membership /AIC Campgrounds
(now known as NACO /WEST (ACI)) and has delivered the membership
documentation to the City of Port Angeles (as Trustee under the
Fine Art Center Agreement), as evidenced in the Receipt for
Distribution on file herein.
Attached hereto and incorporated herein by this reference
as Exhibit A are Cash Accountings for the Estate from
January 25, 1985, through November 21, 1986.
8. Estate Taxes. The amounts of state and federal estate
taxes due as the result of the decedent's death have been
determined, settled, and paid. Federal and Washington State
Estate Tax Releases are on file herein.
9. Other Taxes. The Personal Representative has filed
tax returns as follows:
1984 Form 1040
1985 Form 1040 (Decedent's Final Return)
Form 1041, Estate Income Tax Return for Calendar
Year Ending December 31, 1985
Form 940, Employer's. Annual Federal Unemployment
Tax Return for the Year Ending December 31, 1985
Any additional returns required will be prepared and filed by
the Personal Representative.
10. Fees. The amount of fees paid or to be paid to the
Personal Representative, attorneys, appraisers, and accountants
DECLARATION 4
6801b
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 1501 FOURTH AVENUE
SEATTLE, WASHINGTON 981001688
(206) 6221150
4
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9 Helene Phifer
$473.55
10 The personal representative believes that said fees are
11 reasonable and does not intend to obtain court approval of the
12 amount of said fees or to submit an estate accounting to the
13 court for approval.
14 DATED: 1986.
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in connection with the administration of this estate are as
2 follows:
1
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Payee
Personal Representative
P. Cameron DeVore
Attorneys
Davis Wright Jones
7
8
Accountants
Annraisers
Duncan Y. McKiernan
DECLARATION 5
6801b
Amount
$17,000.00
$45,000.00
$1,125.00
P. Cameron DeVore
Personal Representative
c/o Davis Wright Jones
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101 -1688
622 -3150
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
1600 CENTURY SQUARE 1501 FOURTH AVENUE
SEATTLE, WASHINGTON 98101-1688
(2o6) 622,3150
ESTATE OF ESTHER WEBSTER
Date of Death: January 25, 1985
Cash on Hand 9/1/86:
Seattle -First National Bank
Receipts:
Disbursements:
Fees:
Davis Wright Jones (Fees)
Davis Wright Jones (Costs)
TOTAL DISBURSEMENTS
*Cash on Hand 11/21/86
Reconciliation:
CASH ACCOUNTING
September 1, 1986 through November 21, 1986
Interest:
Seattle -First National Bank 426.28
Jane Hughes, Trustee's
Expense 20.38
P. Cameron DeVore (Executor's Fee) 505.00
Seattle -First National Bank
Checking 32.94
Savings 46,211.05
Detail Totals
48,539.46 48,539.46
TOTAL RECEIPTS 426.28
2,120.00
76.37
Does not reflect 11/86 interest income or payment of final fees
2,721.75
46,243.99
46,243.99
ES'iATE OF ESTHER B. WEBSTER
Date of Death: January 25, 1985
Cash on Hand 1/1/86:
Bank of California 100,000.00
Citizens Federal 100,597.66
Pacific First Federal 100,000.00
Rainier National Bank 100,531.77
Savings Bank of Puget Sound 100,000.00
Seattle -First National Bank
checking 12.16
savings 97,345.22
Seattle Trust 100,263.84
Receipts:
Interest:
Bank of California
Old Stone Savings (formerly
Citizens)
Pacific First Federal
Rainier National Bank
Savings Bank of Puget Sound
Seattle -First National Bank
Seattle Trust
Dividends:
ITT, common
ITT, $4.50 pfd.
Sales (net):
15 shs. Crown Zellerbach
3 shs. ITT, common
2 shs. ITT, $4.50, pfd.
10 shs. United Brands
10 shs. W.R. Grace, common
12.8669 shs. Crown Zellerbach
Reinvestment Plan
13.384 shs, W.R. Grace
Reinvestment Plan
CASH ACCOUNTING
January 1, 1986 through August 31, 1986
Detail Totals
5,757.92
1,303.73
5,734.03
1,210.73
5,973.57
2,773.03
1,433.52
1.50
2.25
645.60
106.05
136.69
147.49
497.48
562.15
716.98
698,750.65
24,186.53
3.75
2,812.44
TOTAL RECEIPTS 27,002.72
ESTAM'E OF ESTHER B. WEBSTER
Date o•f Death: January 25, 1985
Disbursements:
Maintenance of Assets:
Residence:
Peninsula Security 80.00
Homeowners Insurance 174.33
Utilities 607.48
Telephone (135.64 less reimb.
from J. Burger, 83.16) 61.22
Miscellaneous Supplies (J. Burger), 72.16
Caretaker (J. Burger payroll)
Gross 520.00
FICA (37.18)
Total 482.82
Advertising to sell ACI membership 72.21
Auto license, 1986 41.80
Taxes:
Real Estate 424.75
Employment FICA 106.79
1985, Individual Income Tax 1,686.00
Fees:
Helene Pfifer, accounting 473.55
Davis Wright Jones
fees 12,610.00
costs 503.11
Total 13,113.11
Executor Fees 4,215.00
(P. Cameron DeVore, Executor)
Distribution to City of Port Angeles 655,602.69
TOTAL DISBURSEMENTS
Cash on Hand 7/31/86
RECONCILIATION:
Seattle -First National Bank
Checking 354.69
Savings 48,184.77
48,539.46
Detail Totals
1,592.02
2,217.54
17,801.66
655,602.69
677,213.91
48,539.46
ESTATE OF ESTHER B. WEBSTER
Date of Death: January 25, 1985
Cash on Hand 1/25/85
Peoples Nat'l Bank
Checking #0861019560
Money Market #0861075851
Certificate #0864533062
Cash
Refunds due VISA
Safe Deposit Key
Receipts
Interest:
ACCOUNTING
1/25/85 through 12/31/85
Detail Totals
6,916.97
13,071.55
13,215.33
105.00
18.00
1.00
Bank of California 4,777.50
Citizens Federal 7,056.02
Pacific First Federal 4,853.33
Peoples #0861019560 87.02
#0861075851 242.25
Peoples #0864533062 146.52
Rainier 6,458.01
Savings Bank of Puget Sound 4,838.22
Seattle -First 4,373.06
Seattle Trust 6,409.45
Washington Mutual Savings Bank
(Megafund) 158.63
Washington Mutual Savings Bank
(Certificate of Deposit) 357.88
$25,000 King County GO Bond
(sold 3/4/85) 350.00
$25,000 Minnesota State Hsg. Bond
(sold 3/4/85) 194.79
33,327.85
40,302.68
ESTATE OF ESTHER B. WEB. -R
Date of Death: January 25, 1985
Page 2
Rainier National Bank Living
Living Trust Proceeds:
Sale of Fund C
Additional Fund C (rec'd 12/85)
Short -term Daily Interest Fund
Interest Daily Fund 2/1/85
3/1/85
Interest Daily Fund /Fund C Adjustment
(Rec'd 12/85)
Minn. Hsg. Fin. Auth. Bond
(Interest 2/1/85)
Rainier Bank Muni Fund Interest
Rainier Bank Trustee Fee
Reimbursement from C.N. Webster
Trust
Federated Money Market Interest
480,695.47
5,756.83
215,200.73
1,626.07
3,889.26
347.64
1,062.50
3,201.87
(2,074.13)
398.40
466.08
Dividends:
IT &T 11.25
United Brands 33.00
CZ Systematic Reinvestment Acct. 27.27
W.R. Grace Reinvestment Acct. 63.25
Sales:
United Brands, 17 shs., Common
(sold 9/3/85)
King Cty. GO Bond $25,000
(sold 3/4/85)
Minnesota State Hwy $25,000
(sold 3/4/85)
Miscellaneous:
2/1985 Social Security
(Peoples #0861 75851 -1)
Christian Science Monitor Refund
Safeco refund "umbrella" policy
WMSB Interest attributable to
Trust f /b /o D. McKiernan CD
WMSB Interest attributable to
Trust f /b /o D. McKiernan Megafund
Detail Total
340.00
25,125.00
25,700.00
876.00
19.64
86.00
1,951.04
80.10
710,570.72
134.77
51,165.00
3,012.78
TOTAL RECEIPTS 805,185.95
ESTATE OF ESTHER B. WEBSTER
Date of Death: January 25, 1985
Page 3
Disbursements
Creditors' Claims:
Davis, Wright 1,000.41
Helen Phifer 781.90
Olympic Laundry 7.11
Habit Cleaners 5.93
City of Port Angeles 548.37
Jim's Pharmacy 162.40
Ridgeview Cemetery 677.63
Maintenance of Assets:
Auto Insurance 280.70
Residence
Peninsula Security 350.00
Insurance homeowners 347.01
"umbrella" 190.00
Utilities electricity 1,313.36
Telephone (351.57 less reimb.
from J. Burger of 113.22) 238.35
Water tank 233.07
Miscellaneous Supplies
McKiernan 74.74
Burger 180.66
Caretaker (J. Burger payroll)
Gross 1,005.00
FICA (70.87) 934.13
ACI Dues 141.37
Advertising to sell ACI Membership 87.92
Taxes:
Real Estate 1,865.31
Employment
McKiernan (FICA W /hldg 1/85) 211.85
(SUTA 1/85) 21.25
Burger (FICA) 109.29
1984 Individual Income Tax 480.00
Purchases:
CZ Systematic Reinvestment Plan
W.R. Grace Reinvestment Plan
Detail Total
27.27
63.25
3,183.75
4,371.31
2,687.70
90.52
ESTATE OF ESTHER B. WEL.,2ER
Date of Death: January 25, 1985
Page 4
(Disbursements, cont'd)
Fees Costs:
Death Certificates 12.00
Bank Fees 19.60
Davis, Wright
Fees 28,463.25
Costs 1,399.60
Executor Fees (P. Cameron DeVore) 11,176.75
D. McKiernan (Appraisals) 1,125.00
Trustees Expenses Fine Arts Center:
Photocopies, telephone, etc. 301.64
Fine Arts Seminar (Mrs. Hughes
and Mr. McKiernan) 400.89
Trust f /b /o D. McKiernan:
Disbursements to purchase annuity
Estate Principal
WMSB Interest attributable
to Trust set aside (See
Miscellaneous Receipts)
Other Disbursements
Advance Pmts. from Estate
Wire Transfer Fee
Balance to Trustees
[Summary of Principal Disbursements:
Advance Payments 5,000.00
Est. Principal to
purchase annuity
Wire Transfer fee
Balance to Trustees
Total Disbursements
Cash on Hand 12/31/85
79,228.37
8.20
263.43
84,500.00]
Detail
79,228.37
2,031.14
81,259.51
5,000.00
8.20
263.43
Total
42,196.20
702.53
86,531.14
139,763.15
698,750.65
ESTATE OF ESTHER B. WJ ER
Date of Death: January 25, 1985
Page 5
Reconciliation as of 12/31/85:
Bank of California 100,000.00
Citizens Federal 100,597.66
Pacific First Federal 100,000.00
Peoples
Rainier 100,531.77
Savings Bank of Puget Sound 100,000.00
Seattle -First
Checking 12.16
Savings* 91,240.75
Seattle Trust 100,263.84
Washington Mutual Savings 0
692,646.18
Detail Total
Seattle First savings does not reflect deposit of 12/85 additional proceeds
from Rainier National Bank in the amount of $6,104.47 deposited 1986:
692,646.18
6,104.47
698,750.65
25
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IN THE SUPERIOR COURT OF THE STATE OF WASHINGTON
IN AND FOR THE COUNTY OF CLALLAM
IN PROBATE
6 In the Matter of the Estate
7 of
RECEIPT FOR DISTRIBUTION
8 ESTHER B. WEBSTERI,
9 Deceased.
10
11 The undersigned City of Port Angeles, as Trustee pursuant
12 to the terms and conditions of the Fine Art Center Agreement
13 approved by the City of Port Angeles on December 17, 1985 and
14 effective as of July 25, 1985, between the City of Port Angeles
15 and Jane Hughes, Oscar Zabel, Gordon Sandison, Elaine Sandison,
16 Charles Keim, and William McDowell, as Trustees under the Last
17 Will and Testament of Esther B. Webster, hereby acknowledges
18 receipt from P. Cameron DeVore, the personal representative of
19 the Estate of Esther B. Webster, of (i) the documentation and
20 instruments representative of the Lifetime Membership /ACI
21 Campgrounds (now known as "NACO /WEST Campgrounds and
22 (ii) cash in the amount of in final and full
23 settlement of the undersigned's distributive share of said
24 estate.
RECEIPT 1
6803b
No. 85 -4- 00026 -9
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 1501 FOURTH AVENUE
SEATTLE, WASHINGTON 98101 -1688
(206) 622 -3150
5.183-
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The City of Port Angeles, as Trustee, further acknowledges
that the personal representative has made diligent efforts to
sell the NACO /WEST membership to no avail, and that the
personal representative has provided the City of Port Angeles,
as Trustee, with the pertinent information to facilitate such a
sale and transfer of the membership should the City, as
Trustee, locate a willing buyer for the membership.
The City of Port Angeles, as Trustee, further acknowledges
that all of the distributions from the estate shall remain
subject to any tax liability which may be assessed by the
Internal Revenue Service, or the State of Washington, for
estate or income taxes determined to be due and payable on
behalf of the Estate. If it is determined by the taxing
authorities that the charitable deduction for the distributions
to the City of Port Angeles, as Trustee for the Fine Art
Center, is not allowed, the undersigned agrees to promptly pay
any tax liability assessed, including interest and penalties.
In consideration thereof the undersigned releases
P. Cameron DeVore as personal representative of said estate and
the estate from any further claim the undersigned may have as a
beneficiary of said estate.
DATED: 1986.
CITY OF PORT ANGELES, as Trustee
RECEIPT 2
6803b
By:
Its
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 1501 FOURTH AVENUE
SEATTLE, WASHINGTON 98101.1688
(206) 62,3150
25
1
2
3
4
5
14
IN THE SUPERIOR COURT OF THE STATE OF WASHINGTON
IN AND FOR THE COUNTY OF CLALLAM
IN PROBATE
6 In the Matter of the Estate
7 of
8 ESTHER B. WEBSTER,
9 Deceased.
NOTICE 1
6802b
No. 85 -4- 00026 -9
NOTICE OF FILING OF
DECLARATION OF COMPLETION
OF PROBATE
10
11 NOTICE IS HEREBY GIVEN:
12 That the attached Declaration of Completion of Probate was
13 filed by the undersigned in the above entitled Court on the
day of 1986; unless you shall file a
15 Petition in the above entitled Court requesting the Court to
16 approve the reasonableness of said fees or for an accounting,
17 or both, and serve a copy thereof upon the personal
18 representative or his attorney within 30 days after the date of
19 said filing, the amount of fees paid or to be paid will be
20 deemed reasonable, the acts of the personal representative will
21 be deemed approved, and the Declaration of Completion of
22 Probate will be final and deemed the equivalent of a Decree of
23 Distribution entered under Chapter 11.76 of the Revised Code of
24 Washington.
DAVIS WRIGHT JONES
S .1E3
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE '1501 FOURTH AVENUE
SEATTLE, WASHINGTON 98101 -1688
(206) 6223150
1 If you file and serve a petition within the period
2 specified, the undersigned will request the Court to fix a time
3 and place for the hearing of said petition, and you will be
4 notified of the time and place thereof, by mail, or personal
5 service, not less than ten days before the hearing on said
6 petition.
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
Dated 1986.
NOTICE 2
6802b
P. Cameron DeVore
Personal Representative
c/o Davis Wright Jones
2600 Century Square
1501 Fourth Avenue
Seattle, Washington 98101 -1688
622 -3150
DAVIS WRIGHT JONES
LAW OFFICES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2600 CENTURY SQUARE 1501 FOURTH AVENUE
SEATTLE, WASHINGTON 98101 -1688
(206) 622 -3150
DAVIS, WRIGHT, TODD, RIESE JONES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
110 110TH AVENUE N E
SUITE 700
BELLEVUE. WASHINGTON 98004
Mr. Craig Knutson
City Attorney
City of Port Angeles
P. O. Box 1150
Port Angeles, WA 98362
Dear Craig:
LAW OFFICES OF
(206) 451 -8686
TELECOPIER 1206) 451 -9397
October 15, 1985
4200 SEATTLE -FIRST NATIONAL BANK BUILDING
SEATTLE, WASHINGTON 98154
(206) 622 -3150
TELEX 328919
TELECOPIER (206) 622 4322
550 WEST 7TH AVENUE
SUITE 1450
ANCHORAGE. ALASKA 99501
(907) 276 -4488
TELECOPIER (907) 279 -1761
1752 N STREET N W
SUITE 800
WASHINGTON. D C 20036
(202) 822 -9775
TELECOPIER (202) 296 -3196
PLEASE REPLY TO BELLEVUE OFFICE
EC EIV E
PORT ANGELES
CITY ATTORNEY
Re: Esther B. Webster Estate; Revised Draft Agreement for
Port Angeles Fine Art Center
As we have discussed, enclosed is a "red- lined" copy of a
revised agreement. Additions to the prior draft agreement are
underlined and deletions have been marked with a caret (a
little roof shaped mark). For the most part, the changes
consist of additions. I believe it reflects the Trustees'
concerns and incorporates a number of the changes suggested by
Mr. Flodstrom in his September 20, 1985 letter.
The Trustees have not seen the draft at this point, so it
may be that further refinements or additional details might be
necessary. However, I believe that the agreement should be
close to satisfactory in form and I would hope that any further
details can be worked out so that the agreement can be
recommended to the City Council at its November 5, 1985 meeting.
As I mentioned, if it appears likely that the agreement can
be presented and approved at the November 5 meeting, I expect
that we will submit an extension request for the federal estate
tax return in anticipation of having the fine art center
question settled, which will simplify the federal estate tax
return.
Mr. Craig Knutson
October 15, 1985
Page Two
I'll look forward to hearing back from you after you've had
a chance to review the enclosed.
RAK:flg
Enclosure
cc: Mr. David Flodstrom, City Manager
Trustees (w /encl.)
Mr. P. Cameron DeVore (w /encl.)
Sincerely, p
Richard A. Klobucher
AGREEMENT FOR PORT ANGELES FINE ART CENTER
This Agreement is made by and between the CITY OF PORT
ANGELES, Washington, a Washington municipal corporation (the
"City and JANE HUGHES, OSCAR ZABEL, GORDON SANDISON, ELAINE
SANDISON, CHARLES KEIM, and WILLIAM MCDOWELL, acting as
trustees (the "Trustees under Article SIXTH of Last Will and
Testament of Esther B. Webster dated March 19, 1984 and First
Codicil thereto dated September 21, 1984 (the "Will which
were admitted to probate February 4, 1985 under Cause
No. 85 -4- 00026 -9 in the Washington State Superior Court for
Clallam County.
A. Under the Will, the residue of Esther B. Webster's
Estate was left to the City on the condition that the City
establish and operate a fine art center utilizing her residence
property. Express conditions for the gift included
presentation of a plan by the City, as determined by the
Trustees to be sufficient to reasonably carry out the intended
use of Mrs. Webster's residence and Estate. Under the Will,
the plan must specifically include (i) the City's acceptance of
the residence property for use as a fine art center,
(ii) provisions for a feasible program to maintain the
residence and to establish a quality program using the
0961R 1
RECITALS
residence, and (iii) provisions for use of the Trustees and, if
designated by the Trustees, a larger advisory board, as
consultants to the City on a continuing basis with respect to
the fine art center.
B. The City has proposed a plan to create and operate a
fine art center. The proposed plan was approved in concept by
the Trustees on July 22, 1985 subject to (i) completion of a
written agreement satisfactory to the City and the Trustees
that implements the details of the proposed plan and (ii) the
Trustees' approval of the details for proposed modifications to
the Webster residence, including both the extent of, and the
cost and funding of, modifications needed to permit the
residence to be used as a fine art center.
C. The purpose of this Agreement is to specify the
details of the fine art center to be created under the terms of
the Will and pursuant to the City's proposal. This Agreement
is intended to constitute the Trustees' formal approval of the
conditional gift under the Will and also the formal agreement
of the City as to its obligations in accepting the gift under
the Will. Upon the completion of the Agreement, it is intended
that distribution of Mrs. Webster's Estate to the City will
take place as provided under the Will and in accordance with
usual probate procedures.
0961R 2
M E M O R A N D U M
October 22, 1985
TO: City Manager
FROM: City Attorney
SUBJECT: Revised Draft Agreement for
Webster Fine Arts Center
In my opinion the revised draft agreement submitted by Rick
Klobucher, attorney for the trustees, is less favorable to the
City than the prior draft was. As you know, the City had sig-
nificant concerns with the first draft. Specifically, I have
the following concerns and comments:
1 Section 1 provides that the City shall act as a
trustee and that the beneficiaries of the trust
are the citizens of the North Olympic Peninsula.
The scope of the beneficiaries is too broad and
should be changed to the citizens of Port Angeles,
which is consistent with the jurisdiction of the
City. Since the beneficiaries have standing to
sue the City based on allegations that we are not
managing the trust properly, we do not want to be
sued by anyone from anywhere on the North Olympic
Peninsula. Also, I question whether the City has
the authority to run a program and act on behalf
of citizens beyond our own boundaries unless we
are doing so in concert with another governmental
entity under the authority of the Interlocal
Governmental Cooperation Act, which is not the
case here.
2 Sections 9 and 12 of the revised draft agreement
are basically the same as in the initial draft;
however, it is my suggestion that the City should
have John Marsh, Director of Parks and Recreation,
review these sections in particular, since they
deal with the management of a recreational program.
Also, a decision should be made as to whether the
director for the Fine Arts Center reports to the
Director of Parks Administration or directly to the
City Manager.
3 Section 13 of the revised draft agreement is com-
pletely unacceptable in my opinion. An additional
City Manager
October 22, 1985
Page Two
sentence has been added providing that the decision
of two thirds of the trustees shall control all
aspects of program management. The City Council
cannot delegate the statutory authority of the City
Manager and the City Council to run the City with-
out retaining ultimate control.
4 Section 15 of the revised draft agreement has added
requirements that the City provide insurance for
the trustees and hold the trustees harmless against
any claims that could arise related to the Fine Arts
Center operation and administration. In my opinion
this is unacceptable unless the City has total con-
trol over the operation and administration of the
Center and the trustees are acting in an advisory
capacity as provided for in the will.
0 6
Craig Dnuts.n, City Attorney
CDK:ps
cc:/Rob Orton
Director, Administrative Services
t o PORT q
u_
CITY OF PORT ANGELES
QT YMANAG
September 20, 1985
Mr. Richard A. Klobucher
110 110th Avenue N.E.
Suite 700
Bellevue, Washington 98004
Dear Mr. Klobucher:
140 WEST FRONT ST P 0 BOX 1150 PORT ANGELES, WASHINGTON 98362
PHONE (206) 457 -0411
The City of Port Angeles has received your draft agreement for
the Port Angeles Fine Arts Center. After reviewing it in some detail,
I am happy to report that we find the agreement, for the most part,
acceptable. There are a few areas where we still have some concern.
Section 1 The City should not be assuming the responsibilities
of acting as trustee for a private estate. It is questionable
if the City even has the legal authority to do so. The City
recommends that this section be deleted in its entirety and that
every reference in the agreement to the City acting "as Trustee"
be deleted as well.
Section 2 The City wishes to reserve the right to comingle
cash assets of the Webster Trust with the common cash portfolio
investments of the City in order to maximize investment return.
The accounting trust funds, of course, would be segregated.
Section 3 We may be able to sell or auction portions of the
residence (i.e. windows, fixtures, etc.) removed as a result
of the initial remodeling needed to meet building code require-
ments for a public meeting place.
NOTE: The agreement mentions Schedule A. We do not have a copy
of this schedule.
Section 4 The City feels that all costs associated with the
final Art Center need to be Identified in the Center's annual
operating budget. This includes the cost of ground maintenance
for all surrounding Webster property. However, the cost of main-
taining other than the immediate area around the house will
be the responsibility of the City. To this end, the City proposes
that the words "Any trust property, as part of the Fine Art Center's
operating budget or otherwise" be deleted.
Page two
Mr. Richard Klobucher
Sept. 20, 1985
Section 5
than the
principal
If the cost of lots 2 and 3 of Block 220 is greater
sale proceeds from lots 15 and 16 of Block 211, the
of the estate should be available to pay the difference.
Section 6 The City wishes to keep the cost of initial modifica-
tions to a minimum. However, the City also feels that there
should not be an artificial ceiling placed on the cost of the
initial modifications which will be funded by the estate. While
the final figures have not been developed, it is expected that
the cost of the initial modifications will be approximately $50,000.
Section 7 Change the words "land use code" to "City Parking
Ordinance." The cost of maintaining the Fine Art Center's parking
lot should also be included in the annual operating budget even
though it will not be paid for from the estate principal or the
earnings from the principal.
Section 8 and 9 No change.
Section 10 City feels that the last sentence of this section
should be deleted.
Section 11 The City would like to have
on who is appointed to the advisory board.
Section 12 The second and third sentences
read:
concurrence authority
of this section should
"The City Council or its designated agent shall retain the services
of a director for the Center. The director may be an employee
or an independent contractor whose contract will stipulate the
working hours and employment conditions for the director."
Delete further reference to the director as an "employee of the
City" or as a "full time" employee.
Section 13 The City suggests that the first sentence of this
section read as follows:
"The program management, including selection, scheduling, and
budgeting, as well as general policy for the Center, shall be
determined by the City, with input from and the involvement of
the Center's director and the Trustees and /or the Advisory Board
referenced in Section 11 above."
Section 14 The second sentence of this section should read
"The parties anticipate than an annual budget, in a form prescribed
by the City, will be prepared by the director..."
The third sentence of this section change "is insufficient" to
"may be insufficient."
Page three
Mr. Richard Klobucher
Sept. 20, 1985
DF /jg
Section 15 The City of Port Angeles is a self- insured entity
and would not wish to include the Art Center under its self
insurance umbrella. The City feels that separate insurance
coverage is needed. General liability, hazard insurance and
personal injury insurance must be obtained. Also, there needs
to be insurance protection (coverage) for displays and exhibits.
It is the City's belief that the cost of this coverage should
be a part of the Center's annual operating budget and included
in those items funded by proceeds from investment of the estate
principal.
Section 16 The City, with approval of the Trustees, should
be able to use portions of estate principal or its earnings,
and /or City funds as matching funds for outside grants. This
is especially realistic in cases where operating monies would
result.
The City hopes that you will find our proposed changes acceptable.
We look forward to reaching final agreement so that we, along with
the Trustees, can set in motion Esther's dream.
cc: Jane Hughes, Chairman, Trustees
Paul Carr, City Planner
Rob Orton, Dir. of Admin. Svc.
Craig Knutson, City Attorney
Sincerely,
David Flodstrom
City Manager
MEMORANDUM
September 6, 1985
TO: Dave Flodstrom, City Manager
FROM: Rob Orton, Director, Finance
RE: Comments on Webster Trust P oposal
Dave:
nistrative Services
6 1 53
Forgive me for sounding redundant, but the comments that follow are almost
duplicates of comments that I provided on the original proposal. My con-
cerns are all under the "Agreement" section.
Section No. 2 Segregated Accounts. This Section provides that we segre-
gate and account individually for proceeds, earnings and other property as
trustee. Also, that the City shall not comingle estate property with any
other property that it manages. I again suggest that this paragraph be
modified to reserve a right of the City to comingle cash of the Webster
Estate with common cash portfolio investments of the City in order to
maximize investment return. This should be of interest to the Trustees as
specific fund investments as opposed to those comingled, will result in
lower investment yields for the Webster property. The accounting, of
course, will be segregated.
Section 3 Principal as Endowment Fund. Although I did not mention it
before, I do have a lingering concern that the principal of the Webster
Estate will be preserved intact essentially forever. It seems to me that
there should be some provision for the eventual liquidation of the prin-
cipal of the Estate. If the principal is irreducible, it is unrealistic to
expect that it will always provide the necessary income to acquit the
annual operating budget of the Center, particularly in the absence of any
other exterior funding sources.
Section 4 Management of Real Property This section provides, in part,
that maintenance of the Center grounds (exclusive of general yard work)
shall be the responsibility of the City and not a part of the Center's
operating budget. I don't have a problem with segregating funds, but this
section essentially commands that we segregate budgets. If we don't carry
the total cost of the Center maintenance and operation in a single budget
(even though there may be many fund sources), I would deem this improper
disclosure of the full costs of the Center operation. I suggest that any
reference to eliminating this from the Center's budget be deleted. For
ease of administration and budget control, all expenditures, regardless of
fund source, should be included in the Center budget.
Section 5 Sale of Certain Lots. This section relates to the sale of
certain lots in Block 11, the proceeds of which are to be used for the
purchase of lots in Block 220. In my opinion, it is unnecessary to
ti
separately account for these funds by separate accounting transactions.
The section furthermore does not provide for any interest income which may
be earned on the proceeds of sale in the event the purchase of lots in
Block 220 cannot be accomplished.
Section 6 Modifications to the Residence. This section seems to be a
departure from the proposal. Originally, improvements to the residence
were to come out of the Webster Estate. Now the section provides a ceiling
on the residence modification budget and furthermore, provides that the
City shall pay for any excess expenditures if the so- called budget is
expended. I don't believe we agreed to this in the proposal and it should
be stricken.
Section 7 Parking Lot. I do see that we have clarified who is paying for
the parking lot paving.
Section 10 Other Uses of the Fine Arts Center. I believe I addressed a
philosophical issue of the Trustees having a great deal of control over
what will be public property. This section is one such example, in which
the agreement would have the City not use the Center to a greater degree
than the use of the Center for exhibitions or other active art presenta-
tions. As long as we meet the spirit and goal of the agreement to provide
a certain fixed number of exhibitions and other activities, I don't see why
the agreement should mandate this type of administrative measurement on the
City.
Section 12 Operating Structure of the Fine Arts Center. I still observe
that the agreement is married to the idea of having the Center Director as
a contract employee of the City. I do note that this is one thing that did
not get changed in the proposal of July 16th. I need to make myself clear
on this issue: The City may not have contract employees. Under the law,
if a "contract employee" performs the same functions that a regular
employee might be expected to perform in a similar capacity, the City is
not exempt from any of the payroll taxes (unemployment compensation and
industrial insurance taxes). The "contract employee" would be held a
regular employee of the City under those laws. If it is our intention to
avoid paying these taxes and other regular employee benefits to the Center
Director, then this clause must be modified to provide that the Director
shall be an independent contractor to the City; in which case, the
individual would have to be registered with the Department of Revenue as a
self- employed professional art director, providing services to the City on
a contractual basis. Otherwise, the individual should be hired as a full
time regular employee of the City of Port Angeles. The same applies to the
part -time gallery sitter and live -in caretaker. To reiterate, if it is our
intention to avoid these taxes, then simply signing a contract with any
individual will not effect this end. If retained as an independent
contractor, reference to the position being a "City employee" should be
stricken.
Section 14 Financing of Operations. I believe that the second sentence
should be modified to read, "The parties anticipate that an annual budget
in a form prescribed by the City, will be prepared by the Director of the
Center
I believe that the financing section also includes my comments with respect
to subsidization of the Center budget in the event that investment income
on the principal is insufficient to discharge the annual goals. (This is
on page 11.) I believe that the City's right not to subsidize operations
of the Center needs to be coordinated with a statement in Section 18
"Termination The termination section provides that the City is in
breach if, in part, we fail in any calendar year to hold two art
exhibitions as described in Paragraph 9 This statement should be
modified to include the fact that there may be insufficient funds to hold
two art exhibitions in any one year and recognizing that we may elect not
to subsidize. If we are now going to have a full -time director, part -time
gallery sitters and caretakers, we are asking the interest income on
$500,000 to go a hell of a long way. (Current investment rates are 7.5% to
8.0% nowadays.)
Section 15 Insurance. I've got a number of problems with this. Again, I
object to the Webster Estate Operating Fund being free of any responsibility
to contribute to insurance costs. First and obviously, the agreement
should be modified to acknowledge that the City has a self insurance
program and will be providing certification for protection rather than an
actual insurance policy.
Secondly, I object to the exclusion of any insurance costs as a part of the
Center's operating budget. As I noted above, this does not fully disclose
the cost of the Center's operating budget, which may certainly have a
bearing on future decisions regarding our maintenance of it as a Center.
Secondly, this is strictly against our policy since we established a self
insurance fund. Every fund of the City, except those that are purely cash
or fiduciary, and certainly every operating fund, contributes an equivalent
premium to the overall City's community self- insurance reserves. I really
see no reason why the Center operating budget should be free from this
responsibility. Additionally, I have also questioned whether or not this
separate operating fund is also going to be free of any overhead charges
for accounting, budget, payroll, contract maintenance, etc. I assume that
asking for reimbursement of these is a lost cause and is probably going to
be considered a part of our contribution for getting the Center. That's
okay with me, but I don't see any justification for the operating fund
being vouchsafed from contributing to the insurance reserves.
If the operating fund contributes its fair share to the self insurance
reserves, then the last paragraph of Section 15 is simply not needed. This
provides that the City would reimburse the endowment fund if it becomes
subject to liability. The Self Insurance Fund would be liable to handle
all obligations of the Center.
Unfortunately, the insurance section does not mention a cost which I iden-
tified years ago in preparing the Center budget. That is the responsibility
of the Center to insure the exhibitions of artists who contribute or dis-
play their wares at Center exhibitions. This is a special line of insur-
ance in which I am not too terribly interested in self funding. In my
discussions with Duncan early on the budget preparation process, we both
agreed that this should be an operating budget line item. Perhaps it ought
to be mentioned in the insurance section.
Section 16 Application for Grants or Other Funding. This appears to be a
new section which I don't remember seeing in either of the proposals we
worked upon. I see you have made some comment on this section already.
Frankly, I think it's inappropriate. It mandates that the City pursue
grants for the endowment fund and holds the City accountable for making a
pretty good stab at it. Furthermore, the last paragraph of the Section
stipulates that while the initial modifications to the residence may be
paid from Estate principal, the City must pursue grants or other outside
funds to reimburse the endowment fund for any principal expended with
regard to initial modifications. This is eyewash. There is no such thing
as a grant from the Federal or State government to reimburse a project
already installed and paid for; or if we are supposed to apply for a grant
and concurrently modify the facility, I don't believe there is any such
thing as a grant that supplants an already existing and established fund
source. Additionally, it is quite likely that the City (hopefully the
endowment fund) would have to provide cash match for any grant we obtain
from the Federal or State government. In my opinion, the sentence
beginning on the bottom of page 12 should be stricken, along with the
entire balance of the paragraph in Section 16. I believe our proposal of
July 16th provides that the City would pursue grants and outside funding
sources, not specifically for the modification project, but to build other
sources of revenues to sustain the operating budget and perhaps build up
the principal.
One last general comment is a reiteration of one I've made twice earlier.
Craig Knutson seems to agree with me on this issue. These folks must
understand that in conveying the property and funds to the City, they
become public trust: Public property and public money. The agreement
notwithstanding, the use of the funds and the accountability for them
becomes the province of State law. I should think that a statement to this
effect should be included in the agreement. Although it is a marvelous
opportunity for the City to have the Center, I am still concerned about the
apparent authority which an advisory committee would have over determining
whether or not the City is in compliance with an agreement. I shall let
Craig defend or clarify this issue on his own.
Thanks for the opportunity to comment.
REO:LF
cc: Craig Knutson
Paul Carr
LAW OFFICES OF
DAVIS, WRIGHT, TODD, RIESE JONES
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
110 110TH AVENUE N E.
SUITE 700
BELLEVUE, WASHINGTON 98004
(206) 451 -8686
TELECOPIER (206) 451-9397
Mr. David Flodstrom
City Manager
City of Port Angeles
140 West Front Street
(P. O. Box 1150)
Port Angeles, WA 98362
Dear Mr. Flodstrom:
August 27, 1985
Re: Esther B. Webster Estate; Draft Agreement
for Port Angeles Fine Arts Center
RAK f l g
Enclosure
cc: Ms. Jane Hughes
Mr. Oscar Zabel
Mr. Gordon Sandison
Ms. Elaine Sandison
Mr. Charles Keim
Mr. William J. McDowell
Mr. P. Cameron DeVore
Very truly yours,
Richard A. Klobucher
4200 SEATTLE•F(RST NATIONAL BANK BUILDING
SEATTLE. WASHINGTON 98154
(206) 622-3150
TELEX 328919
TELECOPIER (2061 622 -4322
550 WEST 7T■ AVENUE
SUITE 1450
ANCHORAGE. ALASKA 99501
(907) 276 -4488
TELECOPIER (907) 279 -1761
(752 N STREET N W
SUITE 800
WASHINGTON D C 20036
(2021 822-9775
TELECOPIER (202) 296 -3196
PLEASE REPLY TO BELLEVUE OFFICE
Enclosed for your consideration and review is a draft
agreement with respect to the Port Angeles Fine Art Center
proposed under Mrs. Webster's Will. It details the trustees'
understanding of the general agreement concerning the Fine
Art Center that was discussed with Mr. Paul Carr. As you'll
see, the provisions for funding of initial modifications to
the residence are not specific and will depend on the City's
plans and cost estimates, which will be attached as an exhibit.
Please feel free to contact me or Cam DeVore if you have
any questions about the agreement. I'll look forward to hearing
back from you or the City Attorney.
i edti.vi a izedlAcfa
rTh
'11;
AGREEMENT FOR PORT ANGELES FINE ART CENTER
This Agreement is made by and between the CITY OF PORT
ANGELES, Washington, a Washington municipal corporation (the
"City and JANE HUGHES, OSCAR ZABEL, GORDON SANDISON, ELAINE
SANDISON, CHARLES KEIM, and WILLIAM MCDOWELL, acting as
trustees (the "Trustees under Article SIXTH of Last Will and
Testament of Esther B. Webster dated March 19, 1984 and First
Codicil thereto dated September 21, 1984 (the "Will which
were admitted to probate February 4, 1985 under Cause
No. 85- 4- 00026 -9 in the Washington State Superior Court for
Clallam County.
0961R 1
RECITALS
A. Under the Will, the residue of Esther B. Webster's
Estate was left to the City on the condition that the City
establish and operate a fine art center utilizing her residence
property. Express conditions for the gift included
presentation of a plan by the City, as determined by the
Trustees to be sufficient to reasonably carry out the intended
use of Mrs. Webster's residence and Estate. Under the Will,
the plan must specifically include (i) the City's acceptance of
the residence property for use as a fine art center,
(ii) provisions for a feasible program to maintain the
residence and to establish a quality program using the
residence, and (iii) provisions for use of the Trustees and, if
designated by the Trustees, a larger advisory board, as
consultants to the City on a continuing basis with respect to
the fine art center.
B. The City has proposed a plan to create and operate a
fine art center. The proposed plan was approved in concept by
the Trustees on July 22, 1985 subject to (i) completion of a
written agreement satisfactory to the City and the Trustees
that implements the details of the proposed plan and (ii) the
Trustees' approval of the details for proposed modifications to
the Webster residence, including both the extent of, and the
cost and funding of, modifications needed to permit the
residence to be used as a fine art center.
w'
C. The purpose of this Agreement is to specify the
details of the fine art center to be created under the terms of
the Will and pursuant to the City's proposal. This Agreement
is intended to constitute the Trustees' formal approval of the
conditional gift under the Will and also the formal agreement
of the City as to its obligations in accepting the gift under
the Will. Upon the completion of the Agreement, it is intended
that distribution of Mrs. Webster's Estate to the City will
take place as provided under the Will and in accordance with
usual probate procedures.
0961R 2
THEREFORE, the City and the Trustees agree as follows:
0961R 3
AGREEMENT
1. City to Act as a Trustee. The City shall hold all
property received from the Webster Estate in trust, for
administration in accordance with the Will and under the
provisions of this Agreement. The beneficiaries of the trust
are the citizens of the North Olympic Peninsula, although the
Trustees or their successors shall also have standing to
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enforce this Agreement. As trustee, the City shall be
considered the trustee of an express trust with all of the
powers, duties, and limitations applicable to trustees under
Revised Code of Washington Title 11, except as expanded,
limited, or otherwise modified under this Agreement or the Will.
2. Segregated Accounts. In holding property received
from the Webster Estate and any proceeds or earnings of that
property as trustee, the City shall segregate the property and
keep it separate and apart from its general funds and revenues,
as well as separate from its operating or other budgets. The
City shall not commingle Webster Estate property with any other
property that it owns or manages. SVU1 `'N"'u4C'114
3. Principal as Endowment Fund. Except as specifically
provided otherwise in this Agreement, no real property received
by the City from the Webster Estate shall be sold and no
expenditures of principal shall be made. The real property
held in the Webster Estate is described in the attached
Schedule A. The principal shall be maintained as an endowment
fund with only the income being used to finance annual
operations of, or other expenditures for, the fine art center.
4. Management of Real Property. Mrs. Webster's residence
property located at 1203 East 8th Street, Port Angeles,
Washington shall be utilized as the site of the fine art
center. All other Webster Estate real property shall be
utilized as a park -like setting for the center and maintained
in a manner consistent with the fine art center operations.
Initial maintenance of the grounds other than the immediate
area of the residence will be in a manner comparable to
previous maintenance of the property prior to Mrs. Webster's
death. The City shall bear the responsibility and the cost for
this maintenance in its individual rparit y and any expenses
r for such maintenance shall not be paid from any trust property,
as part of the fine art center's operating budget or otherwise
from the trust. However, any general yard work immediately
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);1 h '1� surrounding the residence building will be included in the
tOA
general operations of the fine art center and paid for from its
general operating budget.
5. Sale of Certain Lots. The City will use its best
efforts to sell Lots 15 and 16, Block 211, of the Webster real
property or to otherwise dispose of those two lots in
conjuction with the purchase or acquisition of Lots 2 and 3 oL
Block 220, City of Port Angeles, Clallam County, Washington.
The City and the Trustees intend that principal of the
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Webster Estate be used to purchase Lots 2 and 3 of Block 220,
except to the extent that proceeds from the sale or other
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disposition of Lots 15 and 16, Block 211, are available
Within six months from the date it signs this Agreement, the
City will contact the owners of Lots 2 and 3 of Block 220 to
explore the purchase of those lots and will proceed accordingly
with the sale or other disposition of Lots 15 and 16,
Block 211. If purchase of Lots 2 and 3 of Block 220 appears
unlikely in the n future, the City may still determine to
sell or otherwise dispose of Lots 15 and 16, Block 211, with
the proceeds to be separately accounted for and held as
principal of the trust estate for use in the future to acquire
k ,-Lots 2 and 3 of Block 220. In the event that Lots 2 and 3 of
UY Block 220 are acquired, the City shall take title as trustee in
0" with the Will and this Agreement and the real
`(fdi; property shall in all respects be treated as part of the real
property received from the Webster Estate.
6. Modifications to Residence. The City shall cause the
modifications to the Webster residence as detailed in the
attached Exhibit 1 to be completed, it being the understanding
of the Trustees based on the City's proposals that the
modifications will result in the residence meeting all
applicable building code and zoning requirements for a public
facility being used as a fine art center, as set forth in this
Agreement and intended under the Will. Subsequent
modifications or improvements to the fine art center may be
made in the future, as the City, as trustee, determines may be
desirable, as long as the improvements or modifications are
consistent with the use of the residence as a fine art center.
Principal of the Webster Estate up to an amount of
may be expended in conjunction with completion of the initial
modifications set forth in Exhibit 1. In the event the actual
cost of such modifications exceeds that amount, the City in its
individual capacity shall pay for the excess expenditures so
that the modifications set forth in Exhibit 1 can be
completed. Except for the amount of Estate principal
authorized for expenditure in connection with the initial
modifications, no other amounts of principal shall be used for
modifications or improvements to the residence except upon
prior written approval of a majority of the Trustees. To the
extent less than is utilized for the initial
modifications, the unused amount shall be retained as part of
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the endowment fund and, unless approved by the Trustees, shall_
not be expended for subsequent modifications or improvements.
7. Parking Lot. As long as it is acting as trustee under
this Agreement, the City in its individual capacity shall make
available and maintain as a parking lot and parking area for
the fine art center the area located next to Jones Street
immediately to the west of the reservoir that is next to the
Webster property. The parking area shall be striped for as
many parking spaces as can be maintained consistent with the
land use code. The cost of improving this Jones
Street /reservoir property as a parking lot and of maintaining
the parking area shall be paid by the City in its individual
capacity and shall not be paid from the Estate principal or
from the fine art center operating budget. The initial
improvements to make the parking area suitable as a parking
lot, i.e., grading and surfacing (with asphalt or other usual
parking lot surface), painting of stripes to designate parking
stalls, lighting, completion of a suitable ingress and egress,
etc., shall be completed within one year from the date the
residence property is transferred to the City.
8. Purpose of Fine Art Center. The facility located in
the Webster residence and utlized as the fine art center shall
be called the "Port Angeles Fine Art Center." A 12" x 18" cast
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bronze plaque stating that the art center was a gift from
Esther B. Webster to the City in memory of Charles N. Webster
and Edward B. Webster shall be prominently placed at the
entrance to the center and continuously displayed and
maintained. The text of the plaque shall be as follows:
0961R 8
The Port Angeles Fine Art Center
City of Port Angeles
Gift of
Esther B. Webster
1903 1985
In Memory of
Charles N. Webster
1903 1969
and
Edward B. Webster
1865 1936
The cost of this plaque shall be included as part of the
initial modifications, as if it were set forth in Exhibit 1.
9. General Scope of Fine Art Center Program. A regular
and ongoing program using the fine art center shall be
established to provide the citizens of the North Olympic
Pennisula in Washington an opportunity to be exposed to the
fine art movement in the Pacific Northwest, as well as
generally. At a minimum, two exhibitions of art work by top
quality artists, for separate exhibition periods of from four
to six weeks each, shall be presented annually. During
exhibitions, the center should be open to the public Thursday,
Friday and Saturday, 11:00 a.m. to 5:00 p.m. or for other
suitable operating hours as approved by the Trustees, or their
successors. In addition, programs including live fine arts
programs in the form of theatre, music, instrumental and vocal
literature, essay, prose, or educational slides or movies, or
lectures on art shall be presented as feasible. Additional
exhibitions and programs involving the fine arts shall be held
at the center as are available and within the ability of the
fine art center program, both with respect to personnel and
facilities and with respect to operating budget.
10. Other Uses of Fine Art Center. The City may use the
fine art center, from time to time, as a meeting facility for
community visitors or as a location for city meetings that are
appropriate to the center, provided, that use of the center for
these purposes shall not conflict with regular art center hours
or activities or with scheduled exhibits. Such use of the
center by the City shall not be greater than the use of the
center for exhibitions or other active arts otaGentations.
11. Ongoing Consultation with Trustees. The City shall
consult with the Trustees or their successors on all aspects of
administration and operation of the fine art center. As to
certain aspects of the operations of the center set forth
below, the "Advisory Board" may include an expanded group
consisting of one or more of the Trustees and additional
0961R 9
Advisory Board members selected by the Trustees in accordance
with procedures developed by the Trustees and as permitted by
the Will. The City's consultation with the Trustees and /or
Advisory Board shall be on a regular and continuing basis,
although the Trustees and Advisory Board shall act in an
advisory capacity only. As provided in the Will, the City
shall not be bound by the results of such consultations.
12. Operating Structure of the Fine Art Center. Subject
to the requirements of Paragraph 11 above or otherwise in this
Agreement, the Port Angeles City Council shall have final
responsibility for the administration and operation of the fine
art center. The City Council or its designated agent shall
hire a full time director for the center. The director may be
a "contract employee" of the City, and the contract will
stipulate the working hours and empinymPnt, conditions for the
director. The general responsibilities of the director shall
be as set forth in the City's Proposal for the Creation and
Operation of the Port Angeles Fine Arts Center submitted to the
Trustees by letter dated July 16, 1985 from David Flodstrom.
Compensation of the director shall be part of the center's
regular operating budget, even though the director is an
employee of the City. Likewise, the duties and compensation
for a part -time gallery sitter and live -in caretaker shall be
0961R 10
generally as proposed by the City in its Proposal referenced
above.
13. Program Management. The program management, including
selection, scheduling, and budgeting, as well as general policy
for the center, shall be jointly determined by the City, the
center director, and the Trustees and /or the Advisory Board
referenced in Paragraph 11 above. Primary responsibility for
any particular aspect of operation of the center may be
delegated to one of them, subject to the City's overall
responsibility for administration and operation of the center.
The City may act through its City Manager or another person
designated as liason to the center.
14. Financing of Operations. The income of the Endowment
Fund created from the Webster Estate shall be available to fund
the annual and regular operations of the cent r. he parties
anticipate that an annual budget will be prepared by the
director of the center and approved by the City, after
consultation with the Trustees and /or Advisory Board, as
required under Paragraph 11 above. Even though the actual
income from the Endowment Fund is insufficient to provide for
the planned operation of the center during any annual period,
or over a longer time period, principal from the Webster Estate
shall not be available for regular operating budgets. The City
0961R 11
may, if it so elects, subsidize the operations of the center.
By entering this Agreement or acting as trustee, however, the
City is not agreeing to, and has no obligation to, subsidize or
pay any deficits in the center's operating budget.
15. Insurance. Notwithstanding the foregoing Paragraph,
upon receipt of real property from the Webster Estate, the City
shall cause the fine art center to be adequately insured for
losses due to hazard or general liability. The City shall, in
its individual capacity, bear the expense of such insurance so
that the cost of such insurance is not part of the center's
operating budget. In addition, in the event any such insurance
is insufficient to satisfy any general liability claim
t (including any costs and expenses, such as attorneys' fees
incurred on account of the claim) and the Endowment Fund is
subject to liability, the City shall reimburse the Endowment
V Fund for the amount of such claims and expenses charged against
l 4 the Fund.
16. Application for Grants or Other Funding. The City
shall use its best efforts to obtain additional funding for the
center through governmental grants or any other source of funds
from organizations supporting the arts. It is expected that
these efforts will continue for as long as the center is
operating. In particular, within six months from the date it
0961R 12
_c
r, signs this Agreement, the City shall apply for one or more
grants to fund the cost of initial modifications described in
Paragraph 6 above, it being the parties' intent that if grant
monies are available to modify the Webster residence for use as
a fine art center, such outside funding should be utilized in
order that the Webster Estate may be preserved in whole as an
Endowment Fund for the operations of the center. In the event
principal must be used for the initial modifications described
in Paragraph 6, the City shall nevertheless pursue grants or
other outside funds that could be used to reimburse the
Endowment Fund for any principal expended with regard to the
initial modifications.
17. Opinion of City Counsel as Condition. As a condition
to this Agreement, the City shall furnish an opinion from its
legal counsel that is satisfactory to the Trustees and their
legal counsel and concludes that the City has authority to
enter into this Agreement and that this Agreement is a valid
agreement that is binding upon the City. The legal opinion
shall have been furnished to the Trustees prior to their
signatures on this Agreement and their signatures shall
evidence that the condition set forth in this Paragraph has
been satisfied.
0961R 13
Algt
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18. Termination. This Agreement shall terminate in the
event any of the conditions under the Will or the provisions of
this Agreement are breached by the City. Such termination
events include but are not limited to the City's unapproved use
of Estate principal for other than the initial modifications to
the residence as described in Paragraph 6, upon the failure in
any calendar year to hold two art exhibitions as described in
Paragraph 9, upon the City's failure to provide the parking
area as specified in Paragraph 7, or upon the City's failure to
segregate the estate property from the its other property as
per Paragraph 2. Upon such termination the then Webster Estate
property held by the City, income and principal, shall revert
to the Trustees or their successors. The City shall promptly
convey such property to the Trustees at such time. In
addition, the Webster Estate shall revert and the City Shall
convey the Estate to the Trustees (i) in the event the initial
modifications described in Exhibit 1 are not completed within
one year from the date the residence property is transferred to
the City, or (ii) if the minimal operations of the fine art
center specified in this Agreement have not taken place during
the first full calendar year following the calendar year in
which the initial modifications to the residence property are
to be completed. In the event the Estate is conveyed back to
the Trustees, the property shall be administered in accordance
with the Will.
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19. References to "Trustees Reference to the "Trustees"
or to "their successors" in this Agreement shall include any
successor trustee that may subsequently be selected in
accordance with procedures adopted by the Trustees or otherwise
serving as a successor trustee under the Will.
20. Headings. The paragraph headings have been included
solely for convenience and shall not be considered a part of
this Agreement for any purpose relating to the interpretation
or construction of its terms.
This Agreement has been signed on the dates set forth
below, but effective as of the 25th day of July, 1985.
Dated Signed: CITY OF PORT ANGELES, a Washington
Municipal Corporation
Dated Signed:
Dated Signed:
Dated Signed:
By
Its
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TRUSTEES:
Jane Hughes, as Trustee
Oscar Zabel, as Trustee
Gordon Sandison, as Trustee
MEMORANDUM
July 17, 1985
CONFIDENTIAL
TO: Dave Flodstrom, City Manager
Paul Carr, Planning Director
FROM: Rob Orton, Director, Finance Administrative Services
RE: Esther Webster Fine Arts Center Plan and Budget
Folks:
5.1S3
I obtained a copy of the proposal developed for the Esther Webster Board of
Trustees and the City Council with respect to the City owning and operating
the Webster property, etc. I would like to offer the following comments.
1. RATE OF RETURN ON INVESTMENTS TO SUPPORT THE OPERATING BUDGET: On
page 2, the proposal indicates that it is the City's intent to invest
the majority of the liquid assets of the Webster Estate to provide
interest earnings to support the annual operating budget of the
Center. Furthermore, in the last paragraph on page 2, there is a
statement that sufficient funds should be available solely from
interest on the principal portion of the estate placed in investments
to cover an operating budget; and furthermore, on page 3, the fourth
paragraph requires that the director should prepare an annual budget
to always keep this budget within the confines of the available
interest on the operating principal."
In my opinion, this may be too restrictive a measure for the operating
budget and in fact could harm or jeopardize the amount or volume of
services (exhibitions, etc.) which the City may be required to provide
in the agreement (refer to "Description of Center" portion of the
proposal). When Duncan initially put the budget together, he assumed
an annual interest rate on idle cash of 10%. At that time, I
cautioned him that that was considerably overstated, in view of the
current market. A more realistic estimate is in the neighborhood of
7.5% to 8 which is more indicative of current market rates as well
as investment rates which we would anticipate in the City's portfolio
over the next year. Perhaps the solution to this is to include in the
proposal some affirmation that interest from the available investment
of principal might not be sufficient to maintain prior year's service
levels. In addition, although the proposal provides for fund raising
and the acquisition of additional funds, the proposal, as it is
written, certainly implies that the fund balance, upon which interest
is earned for the operating budget, will be perpetual. In other
words, it will always remain at some sufficient principal amount that
some operating income can be gained from its investment for an annual
budget. This may, in fact, not be realistic. The proposal should
contain some affirmation of this fact, together with some conditions
which either specify the eventual disposition of the principal or its
appropriation in years when it may be necessary to balance the
operating budget.
CONFIDENTIAL
2. INITIAL MODIFICATIONS TO THE RESIDENCE: On page 2, in the fifth
paragraph, there is an opinion that modifications in the amount of
about $100,000 should be paid for with cash assets of the estate. In
the first place, in my opinion, this may not be the best decision for
capital improvements to the facility. It could adversely impact the
principal balance and may be more efficiently accommodated by some
intermediate -term debt. At least, the option to consider alternate
financing means should be retained in the proposal. Furthermore, as I
have not seen the figures, I assume that this $100,000 has been re-
moved or considered in calculating the remaining available principal
balance upon which assumptions about interest earnings and the operat-
ing budget have been made. My understanding to date is that we would
preserve the principal balance of the estate's cash assets upon which
to earn investment income to cover an operating budget. Does this
$100,000 reduce or change those assumptions?
3. UNUSED BUDGET APPROPRIATIONS: The second paragraph on page 3 speci-
fies that "Any additional surplus moneys accumulated, such as money
budgeted and not used, Also there will be some restrictions
on the use of these funds. Transfer of the property and cash to the
City means that these facilities and money become public facilities
and funds. They are subject, therefore, to State law which, I think,
may supersede any contract between the City and the Board of Trustees.
Under our budget statutes, any unused portion of a budget appropria-
tion lapses in the next fiscal year. This is a mere technicality,
because it does not apply to' "cash Typically, the City does not
budget all of its cash resources in the City. However, to the extent
that some funds are essentially cash budgets, it should be pointed out
that these appropriations lapse and do not accrue year -to -year. Any
left -over cash, so- called, would obviously revert to the Center's own
special fund but would not carry forward as a budget appropriation
from year to year.
4. INVESTMENTS AND COMINGLING OF CASH: The fifth paragraph of page 2
requires that the City will keep separate fund accounting for the
Webster Estate and liquid assets and also reserves the right to in-
vest these funds as it feels appropriate. There are other allusions
to the separate accountability feature of the proposal. Obviously, we
have no problem with separate fund management of the assets of
Webster. However, we should point out that we comingle cash for
investment purposes as a routine portion of our investment philosophy.
If we do not do this, then the investments of the Center would become
"special funds investments This would reduce our flexibility and
require additional administrative requirements in the neighborhood of
working capital and management. If it is understood that comingling
of cash is a feature in the paragraph in which we reserve the right to
invest funds as we see fit, then I see no further problem.
5. CONTRACT EMPLOYEE: In my initial conversations with McKiernan, I was
under the impression that he was going to propose that the Center
director be an employee of the City. The proposal now calls for the
individual to be a "contract employee" of the City. As you know, we
really can't do this. We have tried using professional services
contracts with individuals in order to avoid payroll taxes and workers
compensation liability, as well as shield the City from additions of
dependents to its health plan.
CONFIDENTIAL
As I understand it, various interpretations by the Employment Security
Department and Department of Labor Industries have held that if we
use a contract for these purposes, the employee is really an employee
of the City and subject to all the liabilities and benefits provided
by State law. In other words, if a contract employee would be perform-
ing the same functions as a City employee, the contract does not
shield the City from liability for these additional payroll costs and
comp liability.
The only exception to this is if we contract with an individual who is
providing a professional service. As was the case with Walt Campbell,
the person would have to become a licensed proprietor with the State
of Washington Department of Revenue in which case the City would
essentially be contracting with a person in the business of providing
professional consultation or directorship of art centers.
The other alternative is the mechanism which we have used with Angeles
Temporary Services and Executive Answering Service. In these in-
stances, we are contracting with an organization who in turn employs
the individuals. We pay a monthly contract stipend for services which
are in no way related to labor and of course, the employees are not
visible on our payroll.
As an alternative, the Center director could be a contract employee of
the Board of Trustees and in turn, the City could pay the Board a
monthly stipend for services which, in turn, would be used to reim-
burse the director. This is obviously a very cumbersome process. The
alternative, that of the Center director becoming a licensed proprietor
of the business, may be more feasible. Lastly, we could revert to
our original thinking, which is to make the individual a permanent
employee of the City and pay the benefits for which we would be liable
under contract provisions anyway.
6. CONFLICT BETWEEN PUBLIC FUNDS AND PRIVATE PURPOSE: I wish to emphasize
an earlier comment regarding the public nature of these funds, once
donated to the City. We should insure that the Trustees understand
that these funds will be subject to State audit and State budget
guidelines which, although highly remote, could supersede some provis-
ions of the agreement. Secondly, the language regarding the breach of
the agreement and return of funds has some concern for me. I have
little doubt that our City Attorney, as well as the Webster attorneys,
are looking into this matter with some care. To the extent that a
private, third -party organization would have something other than an
advisory capacity in the administration of these funds as public funds
may not be quite Kosher. We are essentially going to have a contract
between a municipal government and a private organization governing
the use of funds which have, through their donation, been made public.
To my understanding, there is very little recourse in State law for
private parties recovering donations in anything other than a breach
of contract. As Esther found out with the State of Washington, the
State would provide absolutely no guarantees whatsoever as to the use
of funds or the administration and government of a fine arts center.
If you wanted to donate money and assets to the State, you did so for
tax reasons, not because you wanted to perpetuate a fine arts center
or some other program. I am not altogether sure whether some of those
conditions don't apply to the local government.
CONFIDENTIAL
On page 2, in the 4th paragraph, the proposal suggests the City would
return ownership of the building, real property and all liquid assets
back to the Trustees should the City break the final agreement or
undermine the Trustees' effectiveness. This seems very wide open, in
view of the fact that members of both the City Council and Trustees
will change from time to time and both bodies may have different
opinions about the use of funds and the specific intent of the estate
and Fine Arts Center. I know that this is a long -term problem, but it
is one which we should try to address with as much specificity as
possible in the initial agreement.
One last item concerns the legal notion of one City Council not being
able to obligate future City Councils to a contract or agreement.
Obviously, we do this, in effect, all the time. But in all of our
leases, the law requires us to include a rider which specifies that
the terms of the lease and the obligations of the contracts are not
binding if the City fails to appropriate funds to administer the lease
or instrument in any one year.
The main issue in my comments is private control of public facilities
and public funds. I would hope that some careful analysis is done and
finds its way into the agreement.
7. INSURANCE AND OVERHEAD: My only discussions with Duncan with regard
to insurance regarded the Center providing insurance for the transfer
and custody of art materials owned by exhibitors and used in Center
facilities. I explained that this ought to be a part of the operating
budget for the facility. I do not know, because I have not seen the
final budget, whether or not we contemplate allocating a portion of
insurance costs to the Center Fund. As you know, this is customary for
all other General and Enterprise Funds of the City as the insurance is
direct billed. Furthermore, as the Fund will not be a General Fund
account, do we contemplate allowing the Center to exist free of any
overhead charges? If we intend to include these in the operating
budget, perhaps they should be mentioned in the proposal as eventual
charges which the operating budget must fulfill.
8. TAX DEDUCTIBILITY OF CONTRIBUTIONS TO THE CENTER: Although only al-
luded to in the proposal, I believe that Esther's will makes specific
mention that the City has some responsibility to insure that donations
to the Center are in fact deductible for income tax purposes. Tax
reform may make this issue moot; but inasmuch as we are consummating
an agreement this year, it may be wise to pursue this issue. Gener-
ally, it has been my understanding that as long as an individual makes
a donation to a municipal government for general municipal purposes,
that the donation would be up -held as tax deductible. However, if the
donation is earmarked for a specific group or activity, the tax de-
ductibility of the contribution may be susceptible. I'm not so sure
whether it's our responsibility to follow this issue up in specific,
but I at least advance it as a concern which perhaps the Trustees
would like to investigate with a certified public accountant, etc. I
would not want the City being placed in a position of having large
contributions accepted under the assumption that they are tax deduc-
tible. If it is up to us to provide the letter of the law on this
issue, I would be happy to pursue it.
CONFIDENTIAL
9. FUNDS FOR GRADING AND BLACKTOPPING THE AREA NEXT TO JONES STREET: On
page 4, under the paragraph entitled "City's Responsibilities the
City is charged with grading and blacktopping the area next to Jones
Street immediately to the west of the reservoir and designed it as a
parking area for the Fine Arts Center. The proposal does not specify
whether this would be done from estate funds or the City's own
resources.
10. COST OF BUILDING MODIFICATIONS: On page 3, the last paragraph dis-
cusses building modifications. There seems to be a lapse between the
initial $100,000 for building modifications on page 2 of the proposal
and the statement on page 3 that "If kept within reason, this (build-
ing renovations] is a financial portion that could be handled from the
estate principal or the Center's operating budget." Taken together,
these two statements seem a bit ambiguous and again highlights my
earlier comment that deductions from the principal balance of the cash
portion of the estate for building renovations is going to affect the
amount of investment income the City can earn on the remaining avail-
able balance.
All told, I don't think that my comments pose any difficulties to the pro-
posal whatsoever. I view them mainly as clarifications which we should
maintain in the proposal to protect our interest and to insure the legal
basis upon which the City can accept and operate the donation.
If I may provide additional assistance, please let me here from you.
REO:LF
Submitted on behalf of the City of Port Angeles to the Trustees
of the Esther Webster Estate
PURPOSE:
The purpose of this proposed plan of operation and proposed budget
is to assist the board of trustees (trustees) and the City of
Port Angeles (City) to reach a bilateral agreement on the ownership,
management, and funding of the Fine Art Center left to the citizens
of the North Olympic Peninsula by Esther B. Webster (Webster)
at her death. The plan /budget is consistent with prudent fiscal
management, Webster's statement of purpose, January 1984 and the
conditions set forth in the Webster will of March, 1984.
DESCRIPTION OF CENTER:
PROPOSED FINE ART CENTER PLAN AND BUDGET
The Center should be sited at the residence of Esther B. Webster
and be named the Port Angeles Fine Art Center. A plaque noting
that the Center is a gift of Esther B. Webster to the City of
Port Angeles in memory of Charles and Edward Webster will be promi-
nently placed at the Center.
The•'Center should utilize the residence .located at 1203 East 8th
Street, Port Angeles, and all real property owned by Webster at
the time of her death as an arts oriented cultural center provid-
ing the citizenry with the opportunity to be exposed to the fine
art movement within, but not limited to the Pacific Northwest,
geographically bordered to the north by Vancouver Island; to the
east by the Rockies; to the south by Portland or Oregon, and the
west by the Pacific Ocean. From this general area (including
the local area) exhibitions from top quality artists living or
dead, will be drawn to be shown at the Center for periods from
4 to 6 weeks. With the opening night of each new exhibit, there
should be additional live fine arts programs in the form of theater,
music, instrumental and vocal literature, essay, prose, or educa-
tional slides or movies, lectures on art, etc.
There should be a minimum of six such exhibitions, including works
of art by the donor, Esther B. Webster, each year with fill -in
exhibitions as are available between major shows. The Center,
in addition tp the opening night, should be open to the public
Thursday, Friday and Saturday, 11 a.m.. to 5 p.m. the year round. If
the Center becomes a membership group, the openings may be on
invitation to members only basis, with the regular daylight hours
open to the general public. These relatively short hours (or
number of days) of being open should satisfy the present needs
of the art community or art interested population of the area
and may be increased at a future time when the need is there with
the expected growth of the area and the increase in population.
It is suggested that the months of opening exhibits and accompany-
ing programs be January, March, May, July, September and November,
the third Thursday of each month, to conflict as little as possible
-2-
with holidays or other local activities. Program management and
scheduling should be a joint effort of the board of trustees,
the Center director, and the City. To help emphasize programs
of the highest quality, proper dress should be required -no shoes,
no shirt, no entry.
The City may use the Center, from time to time, as a meeting facil-
ity for community visitors or other meetings appropriately held
at the Center. These meetings will not conflict with regular
Art Center hours or activities or with scheduled exhibits.
OWNERSHIP:
The City of Port Angeles should accept the Webster property in
a trust relationship. As long as the facility and properties
are used as dictated by Esther B. Webster's will and agreement
with the Trustees, the City shall control the property in trust.
The City would accept responsibility of the residence at 1203
East 8th Street and all real property and liquid assets of the
Webster Estate. The real property should be kept intact, in its
entirety in the parcel it is presently in, all of Block 220 except
lots 2 and 3 and lots 4 through 9 of Block 279. No part should
be sold with one exception. Webster also owns lots 15 and 16,
Block 211, adjoining Block 220 to the north. These two lots should
be sold (assessed value $25,200) and the proceeds of this sale
used to purchase lots 2 and 3 of Block 220, which are owned by
Edward and Emma Jean Harman.
There must be some provision of requiring the City to return owner-
ship of the building, real property and all financial assets to
the trustees should the City break the final agreement or undermine
the trustees' effectiveness as the administrating body.
OPERATING PRINCIPAL (CASH OR LIQUID ASSETS):
All money of the Webster Estate transferred to the City as part
50 4, of the Fine Art Center proposal will be kept separate from the
City s General Fund. The City reserves the right to invest these
funds as it feels is appropriate. While the full extent of the
cash value of the estate is not yet known, it is the City's intent
to invest the majority of the funds to provide interest earnings
ke to support the annual operating budget of tie Center. The City
aoes teel that the initial mode ications to the residence and
y V) grounds that are required to operate the facility as an art center
should be paid for with the cash assets of the estate. At this
SO 'point, it is anticipated that this will not exceed $100,000.
FINANCING, OPERATING PRINCIPAL AND FUTURE BUILDING FUND:
If the Center is operated on a conservative basis, as it should
be, sufficient funds should be Avail solely from interest
on the principal portion of the estate placed in investments.
The City also anticipates establishing a building fund which would
be supported by investment earnings, donations, gifts and contri-
butions to the Center.
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Maintenance of the grounds, other than the immediate area of the
residence, will be maintained by the City in a manner comparable
to past maintenance efforts. If use of the surrounding properties
supports the Art Center activities improvement and maintenance,
provisions may have to be established.
Any additional surplus moneys accumulated such as money budgeted
and not used, any money earned as interesst by the operating prin-
cipal, but not used, any donations received, money gained from
the refreshment donation fund over and above expenses, surplus
membership fund if one is established, any money from a future
fundraising art society group should be kept in the same account
as the invested principal but could be used for improvements.
DIRECTOR:
The director of the Center should administer the policies and
programs set by the board of trustees. The director will be a
contract employee of the City. The contract bewteen the City
and the director will stipulate the working hours and employment
conditions of the director.
The director should attend the Port Angeles Chamber of Commerce
luncheons on a regular basis to be exposed to the business and
public sector as an art center representative. To keep abreast
of the current art movement in the Northwest area, he /she should
attend 6 to 10 openings yearly at top galleries and art museums
or other art oriented functions in the general Northwest area.
The director should be required to dress and conduct himself /herself
in a manner befitting the position. The director should attend
working seminars when and where available to enhance his /her skills
at museum/gallery management. The director should be willing
and able to make public speeches regarding the art center or art
in general any where in the area when asked. He /She should be
.willing to solicit funds from the private as well as corporate
sector for special projects such as a future building fund or
new equipment that should be owned by the Center and permanently
quartered (housed) there. The director should encourage participa-
tion in visiting tours by local school children from earlier grades
up through college level. The director should prepare an annual
operating budget consistent with City requirements and always
keep this budget within the confines of the availah1P Merest
on the operating principal.
PART -TIME GALLERY SITTER:
BUILDING RENOVATING OR MODIFICATIONS REQUIRED:
The building modifications should be kept to a minimum consistent
with code requirements. If kept within reason, this is a financial
portion that could be handled from the estate principal or the
Center's operating budget. The general yard work immediately
surrounding the building would likewise be part of the Center's
budget.
MODIFICATION TO OUTSIDE AREA OF REAL PROPERTY NOT IMMEDIATELY
NEXT TO BUILDING (ALL OF THESE COSTS TO BE BORNE BY THE CITY)
A time /date should be agreed on as to when this is to be accomplished.
At present or in the very near future, there appears to be very
little need for any expansion of the usable space of the park-
like setting. The City does not necessarily need another full
scale park, per se. The present entrance driveway, walking trails
and orchard /gazebo area should be maintained, kept mowed. Trails
could be modified slightly (root removal, minor grade changes)
to accomodate a ride around mower. This cost should be borne
by the City as well as any additional costs for the expansion
of the use area that the City might want to do. Any such expansion
should be left to the discretion of the City Parks Department.
Wintertime produces considerable down limbs and blown over trees
which should be cleaned up by the City. The groundkeeping mainten-
ance time to handle present driveway, trails and orchard /gazebo
area should not amount to but 10 to 20 hours per month.
LIVE IN CARETAKER:
Live in caretaker has a wonderful opportunity to live in a fine
home at an excellent location and should be willing to work up
to 5 to 8 hours per week gratis for that privilege. This work
would consist of minor janitorial work, floors, window cleaning,
plus the groundskeeping of the area immediately surrounding the
building, previously used as the Webster residence. This work
would be lawn mowing, flower bed keeping, leaf removal from the
courtyard and adjacent area. _Live in caretaker should clean
up residence after opening meetings and maintain a clean and neat
building at all times. Janitorial supplies, of course, along
with mower gas, etc. supplied by the Center. A contract between
the City (or trustees if required) and the live in caretaker should
be drawn up based on the existing contract between the live in
and the executor of the Webster estate, but not including the portion
concerning payment for labor of the above work. This building
maintenance and groundskeeping work should be gratis in exchange
for the live in privileges. Work performed by the live in care-
taker should fall under the supervision of the director of the
fine art center.
CITY'S RESPONSIBILITIES:
The City must not sell any property except as noted under OWNERSHIP,
page 2 of this plan. A11 the principal of cash or liquid
asssets left by Webster for the alL LLitLer must be keot intact
as a fund separate from the City's General Fund. The City would
grade and blacktop the area next to Jones Street immediately to
the west of the reservoir and designate it a parking area for
the Fine Art Center. This area should be striped for as many
parking spaces as can be maintained consistent with use code.
This cost and the cost of maintaining this parking area would
be borne by the City.
CENTER'S POLICY MAKING BOARD:
Policy making board of the Center should be composed of the Chairman
of the estate trustees, a City representative, the Center Director
and two at -large members to be selected by the three previously
mentioned members. The Policy Committee will be advisory only
to the City Council on matters requiring expenditure of public
funds at or for the Center.
SUMMARY
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The concept of a gift of a museum or art center by a private party
to a city or municipality is not unique, A prime example is
the Seattle Art Museum, a gift to the City of Seattle of Dr.
Richard E. Fuller and his mother. The City of Seattle owns the
building and budgets money annually toward its maintenance. It
also owns and maintains the surrounding grounds. The Seattle
Art Museum itself is a separate entity, administered by a board
of directors who hires the director and the other staff and sets
all policies relevant to it. Port Angeles can virtually have
the same thing on a scale fitting of the area and the need.
The City feels that the Center should go to the City as was suggested
by Esther Webster and be managed by the Director and trustees.
It is a rare opportunity for the City, a city of only 17,000 popu-
lation, to acquire a facility of this scope located in a beautiful
setting which can and should adequately serve the citizens of
this area as an art center for many years to come, the likes of
which is simply not known in a city of this size. The City
can have an excellent fine art center to its credit for very little
actual cost outlay and with a minimum of energy input. The Center
concept is a precious gift to the area and we all should be willing
to work for it. This is a very long range project and every effort
must be made to protect Webster's wishes and foresight considering
future changes of City management, City Council, and the vagaries
of economics. If the fine art center is handled properly, this
suggested plan is a start in the right direction, present and
future generations will reap the benefits of the generosity of
Esther B. Webster.
CARETAKER AGREEMENT
3-7
This Agreement is between P. Cameron DeVore, as executor
of the Estate of Esther B. Webster, deceased (the "Estate and
Janis Burger "Burger
The purpose of the Agreement is to formalize the Estate's
employment of Burger as caretaker and groundskeeper of the
residence located on Beaver Hill, 1208 East 8th, Port Angeles,
WA 98362 (the "Residence Accordingly, the Estate and Burger
agree as set forth below.
Burger shall reside by herself in the Residence as her
principal residence and shall not do so with any roommate.
Burger shall act as caretaker of the Residence. In the event
she will be absent for a continuous period of more than three
days, she will inform the executor of the Estate or the
executor's local contact, Duncan Y. McKiernan "McKiernan
The Residence is not to be used for social events; guests and
visitors shall be kept to a minimum and there will in no event
be any guests or visitors in Burger's absence.
Burger will report promptly to the executor or McKiernan
any situations concerning the Residence that require repair or
other attention. The Estate shall pay all costs associated
with the Residence, including all utilities, exclusive of
television and stereo cable costs, which Burger may use at her
own expense. Burger shall reimburse the Estate for any
personal long distance telephone charges.
Burger shall also report to the executor or McKiernan as
to maintenance and upkeep of the grounds surrounding the
Residence. McKiernan shall act as Burger's local supervisor
with respect to both the Residence and any maintenance work on
the Residence or the Residence grounds. Burger will confirm in
advance with him any tasks to be performed concerning the
Residence and maintenance and upkeep of the grounds, except
Burger shall, upon her own initiative, perform day -to -day
routine activities in keeping the Residence neat, tidy, and
habitable (without compensation under this Agreement) and
routine grounds care (for compensation as set forth below).
Burger's work on such tasks or tasks approved in advance will
be compensated at $5.00 per hour. The Estate shall pay by the
15th of each month for such services performed the previous
month based on Burger's written statement to be received at
least a week in advance of payment. Payment by the Estate
shall be subject to any applicable withholding requirements for
state and federal taxes or other employment related deductions
required by law.
The vegetable garden area may be utilized by Burger at
her discretion and at her expense. The small orchard in the
east valley and cosmetic landscaping with regard to lawn and
flowers shall be part of the routine grounds care.
Burger will start the car at the Residence periodically,
which task shall not be subject to compensation under the
Agreement. However, the car will not be driven from its
parking place without specific prior permission from the
executor or McKiernan. Burger is expected to use her own car,
at her own expense, for infrequent routine transportation
connected with grounds care, such as for the purchase of
gasoline for power equipment and purchase of necessary
supplies. Such supplies, however, will be paid for by the
Estate or reimbursed to Burger.
Bedding, linen, towels, etc. may be used by Burger, with
the cost of cleaning and maintaining such items to be borne by
Burger personally. It is expected that Burger will not use the
portion of the Residence east of the kitchen, except for the
dining area.
The Estate intends to permit use of the Residence for
meetings connected with the art center contemplated in Esther
B. Webster's Will and for related programs. Notice of such
meetings will be given in advance and Burger will tidy up the
Residence prior to and following such meetings. It is expected
that this task will be relatively minor and will not be subject
to compensation under this Agreement.
Either the executor or Burger may terminate this
Agreement and the arrangement for Burger to act and live in the
Residence as caretaker upon two weeks prior written notice.
Burger may give such notice to McKiernan. It is understood
that the caretaker arrangement contemplated under this
Agreement is a temporary situation and may be of short duration
depending on circumstances relating to the administration of
the Estate.
Burger agrees not to make any additional keys for the
Residence or the security alarm system and to return all such
keys upon her moving from the Residence. While acting as
caretaker, Burger will personally retain possession and control
of such keys given to her and shall not at any time give such
keys to a third party.
Except as described in this Agreement, McKiernan has no
other authority from the executor to act on behalf of the
Estate.
DATED ;?���2 1985.
JANIS BURGER
ef,,,
P. CAMERON DEVORE,
as Executor of the Estate
of Esther B. Webster, deceased