Capital Area PFD authorizes Foster Garvey to review Hands On Children’s Museum financing agreement

The Capital Area Regional Public Facilities District voted to authorize a contract with law firm Foster Garvey to review Resolution 25-01 and the attached financing agreement (Exhibit A) related to the Hands On Children’s Museum expansion. The board approved the contract after discussion; one member, David McCandry, recorded an abstention.

Board members and staff said the review is intended to protect the district and its individual board members from liability arising from the proposed bond financing, and not to provide a broad legal opinion on the merits of the underlying financing. A Foster Garvey representative told the board the firm “would charge hourly, but we would cap the fee” and that the cap offered for the limited review is $5,000.

The motion before the board authorized the district to enter an engagement with Foster Garvey to review the draft resolution and the financing agreement attached as Exhibit A. Board members clarified that the district will pay the fee from project funds set aside for the two projects linked to this matter.

During discussion, board member David McCandry pressed for clearer documentation of the district’s statutory and operational foundation, asking for copies of the RCW under which public facilities districts are created, the interlocal agreement that governs the district’s relationship with nearby cities, and examples of how other PFDs handle similar matters. McCandry said the current arrangement created a “tautological situation” and at one point said he would “step down from the board” if the underlying concerns were not resolved.

Other board members and staff responded that the board had asked only for a limited legal review focused on protecting the district and its members from liability related to the bond/financing documents, not for an overarching opinion on the project’s appropriateness. Members repeatedly requested a formal onboarding or orientation for newer board members; the board president committed to arranging an orientation covering the district’s history, the interlocal agreements, the relevant RCWs and how district revenues and staffing work.

Board members also raised specific drafting questions about the financing agreement’s text, including: (1) whether obligations described as the city’s responsibility should identify any subsidiary parties; (2) whether the indemnity and hold-harmless language in section 16 as circulated reflected the oral amendments discussed at the prior meeting; and (3) how notices listed in section 18 (which reference the City of Lacey address and the district president) are intended to operate. Board members said Olympia’s bond counsel planned to circulate a corrected version of the financing agreement after the engagement is approved.

The motion was adopted with one abstention. After the vote, Mark Reno of Foster Garvey thanked the board for its trust, noted the firm’s experience representing PFDs, and offered help with onboarding or participation in the statewide PFD association conference.

The vote and the contract authorization conclude the board’s agenda item on the Hands On Children’s Museum financing-document review. Additional follow-up items include circulating the corrected financing agreement and scheduling an orientation session for new board members.