HomeMy WebLinkAbout2022.08.16 PPFD Agenda PacketPasco Public Facilities District Board
Building Regional Facilities through Community Partnerships
AGENDA
Meeting
Tuesday, August 16, 2022, 4:00 p.m.
Pasco City Hall – Council Chambers
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Call to order and roll call
Recognition of Visitors/Public Comments
Approval of Minutes:
A. July 26, 2022, Meeting Minutes
Claims Approval:
A. Second (2nd) Quarter 2022 Expense Report
Financial Report:
A. Second (2nd) Quarter 2022:
1. Balance Sheet
2. Statement of Revenues, Expenditures & Changes in Fund Balance
Old Business:
A. Restated PPFD Charter – Pending City Council Passage on the August 15, 2022 (Eric
Ferguson)
B. Resolution Approving the PPFD Bylaws (Eric Ferguson)
MOTION: I move to approve Resolution No. 2022-04, approving the Pasco Public
Facilities District Bylaws.
C. PPFD Staffing – Interim Management Services (Zach Ratkai)
New Business:
Other Business:
Close of Meeting:
July 26, 2022 PPFD Minutes Page - 1
PASCO PUBLIC FACILITIES DISTRICT BOARD
JULY 26, 2022
SPECIAL MEETING MINUTES
(Replacing the 7.19.22 Mtg)
Call to Order:
Pasco Public Facilities District (PPFD) President Morrissette called the meeting to order at 4:15
PM the in the Council Chambers at Pasco City Hall and via Microsoft Teams Meeting.
Roll Call:
BOARD MEMBERS
CAROLINE BOWDISH Board Member– Secretary / Treasurer Present
LEONARD DIETRICH Board Member Present
MARIE GILLESPIE Board Member – Vice President Present
SPENCER JILEK Board Member Present
MARK MORRISSETTE Board Member – President Present
COUNCIL & STAFF
CRAIG MALONEY Council Liaison Present
DAVID MILNE Alternate Council Liaison
DAVE ZABELL City Manager
ERIC FERGUSON City Attorney Present
ZACH RATKAI Administrative & Community Srvs. Director Present
DEBBY BARHAM City Clerk Present
Approval of Minutes:
MOTION: Mr. Dietrich moved, and Dr. Jilek seconded a motion to approve the minutes of the
June 14, 2022, regular meeting as corrected.
The motion carried unanimously.
Old Business:
A. Brief PPFD Charter & Bylaws Update (Eric Ferguson)
Mr. Briggs stated that Kerr Ferguson Law is still working on the amendments to the PPFD
Charter and drafting the PPFD Bylaws. The drafts of both should be ready for review by the
next meeting.
Mr. Dietrich expressed concern for the delay of the amended PPFD Charter and draft Bylaws.
Mr. Briggs confirmed that both items will be ready for review and approval at the August 2022
PPFD Board meeting.
July 26, 2022 PPFD Minutes Page - 2
New Business:
A. PPFD Staffing Scope of Work (Dave Zabell & Zach Ratkai)
Mr. Ratkai provided a brief overview of the PPFD staffing, specifically the scope of work and
job description of a Project Manager for the design and construction of the PPFD Aquatic
Facility.
The PPFD Board discussed the purpose of the PPFD Project Manager/Executive Director,
relaying the Board’s vision of what needs to be accomplished in the next few years from design
through the completion of construction of the PPFD Aquatic Facility.
Mr. Morrissette stated that it is important for the PPFD Board and new employee to refer to
and follow the report for cost recovery amenities (low cost and high revenue amenities),
information on the square footage for Phase I and II, as well as the capital costs for both phases
of the project. He said he provided the report at the May 17, 2022, PPFD Board Meeting, and
believes it needs to be the focus moving forward.
Dr. Jilek stated that the PPFD new employee must capture the PPFD Board’s vision of the
aquatic facility. He noted that the job description, as currently written, is too detailed.
Mr. Ratkai suggested that perhaps changing the job description into a Request for Proposal for
a Project Manager will captures the essence of the PPFD Board’s vision for the development
and construction of the aquatic facility.
The PPFD Board, staff and Mayor Pro Tem Maloney continued discussing the best way to
attract potential candidates for the new Project Manager/Executive Director position and the
term of this position.
Mr. Ratkai stated that he received enough information to amend the scope of work for a new
PPFD employee.
Ms. Gillespie offered to prepare a job posting and will forward it on to Mr. Ratkai and Mr.
Morrissette for review.
B. PPFD Budget for 2022 and First Quarter 2023 (Zach Ratkai)
Mr. Ratkai briefly explained the identified revenues and expenditures for the remainder of
2022 and the first quarter of 2023.
PPFD Board and Mr. Ratkai amended the 2022 PPFD Budget as two items were not included
in the budget bringing the proposed loan from the City to help the PPFD for the next six months
until revenue starts coming in for the design, construction and operation of an aquatic facility.
C. Process Map or Visual Timeline (of what is in store) for the PPFD Board (Zach Ratkai)
Mr. Ratkai stated that the timeline map was not available at this time, and it will be ready for
July 26, 2022 PPFD Minutes Page - 3
next month’s meeting.
Next meeting was scheduled for Tuesday, August 16, 2022.
Close of Meeting:
There being no other further business, the meeting closed at 5:32 PM.
APPROVED this ___ day of ______________________, 2022
________________________________ __________________________________
Mark Morrissette, President Debra Barham, Pasco City Clerk
JE / CHECK Date Status Source Payee Name
Transaction
Amount
Revenue
931.13.590.31.1311 PFD Sales
2022-1049 4/29/2022 JE Wa State Treasurer-Apr. Tax Collection 70,566.89
2022-1272 5/31/2022 JE Wa State Treasurer-May Tax Collection 84,156.53
2022-1596 6/30/2022 JE Wa State Treasurer-June Tax Collection 86,621.52
241,344.94
931.13.590.34.4527
2022-0669 4/1/2022 JE Pasco PFD 1,666.67
2022-0669 5/1/2022 JE Pasco PFD 1,666.67
2022-0669 6/1/2022 JE Pasco PFD 1,666.67
5,000.01
Total Revenue 246,344.95$
Expense
931.13.590.54.4530 Legal Services
2022-0839 4/18/2022 Accounts Payable Kerr Ferguson Law PLLC 3,483.00
2022-1168 5/17/2022 Accounts Payable
Kerr Ferguson Law PLLC 2,362.50
2022-1473 6/27/2022 Accounts Payable
Kerr Ferguson Law PLLC 1,773.00
7,618.50
931.13.590.54.4540 Organization Services
2022-0789 4/13/2022 Accounts Payable Kennewick Public Facilities District-March 73,910.95
2022-1087 5/16/2022 Accounts Payable Kennewick Public Facilities District-April 70,566.89
2022-1403 6/14/2022 Accounts Payable Kennewick Public Facilities District-May 84,156.53
228,634.37
931.13.590.54.4524 Advertizing
2022-0839 4/18/2022 Accounts Payable The Print Guys 4,437.23
$ 4,437.23
931.13.590.54.4574 Postage Courier Shipping
2022-117 4/8/2022 JE USPS Postage - Informational Flyer 4,944.91
2022-117 5/6/2022 JE Express Mail 8.09
4,953.00
931.13.590.54.4635 Insurance Premiums
2022-0200 4/1/2022 JE Insurance Premiums 295.15
2022-0200 5/1/2022 JE Insurance Premiums 295.15
2022-0200 6/1/2022 JE Insurance Premiums 295.15
885.45
931.13.590.54.4900 I/F Admin Services
2022-0670 4/1/2022 JE City of Pasco 1,000.00
2022-0670 5/1/2022 JE City of Pasco 1,000.00
2022-0670 6/1/2022 JE City of Pasco 1,000.00
3,000.00
Total Expense 249,528.55$
CITY OF PASCO - PRODUCTION
Payment Register
From Payment Date: 4/1/2022 - To Payment Date: 6/30/2022
PFD Pasco Support
ASSETS
Cash 79,349$
Sales Tax Receivable -
Prepaid Insurance 1,771
TOTAL ASSETS 81,120
LIABILITIES
Accounts Payable -
TOTAL LIABILITIES -
TOTAL NET ASSETS 81,120$
PASCO PUBLIC FACILITIES DISTRICT
BALANCE SHEET
As of June 30, 2022
Annual Current YTD Variance % Received/
2022 Period 2022 Budget / YTD Used
Account Description Budget Acitivity Actual Actual Actual
REVENUES
Sales Tax 500,000$ 241,345$ 315,256$ 184,744$ 63.05%
City of Pasco Grant 20,000 5,000 10,000 10,000 50.00%
Interest Income 200 - - 200 0.00%
Total Revenues 520,200 246,345 325,256 194,944 62.53%
EXPENDITURES
Advertising/Publications 500 4,437 4,437 (3,937) 887.45%
Legal Services 1,200 7,619 15,456 (14,256) 1288.00%
Kennewick PFD 500,000 228,634 228,634 271,366 45.73%
Professional Services 5,000 - - 5,000 0.00%
Postage Courier Shipping - 4,953 4,953 (4,953) 0.00%
Insurance 3,150 885 1,771 1,379 56.22%
Administrative Services 12,000 3,000 6,000 6,000 50.00%
Total Expenditures 521,850 249,529 261,251 260,599 50.06%
Net Change in Fund Balances (1,650) (3,184) 64,004 (65,654) -3879.05%
Beginning Fund Balance, January 1 17,115 17,115 17,115 17,115 0.00%
Ending Fund Balance 15,465$ 13,931$ 81,119$ (48,539)$ 413.87%
As of June 30, 2022
PASCO PUBLIC FACILITIES DISTRICT
STATEMENT OF REVENUES, EXPENDITURES & CHANGES IN FUND BALANCE
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 1
RESTATED CHARTER
OCTOBER 2021AUGUST 2022
OF THE
PASCO PUBLIC FACILITIES DISTRICT
ARTICLE I
Name and Seal; Definitions
Section 1.1 Name. The name of this public facilities district shall be the PASCO
PUBLIC FACILITIES DISTRICT (hereinafter referred to as the “District”).
Section 1.2 Seal. The District’s seal shall be a circle with the name “PASCO PUBLIC
FACILITIES DISTRICT” inscribed therein.
Section 1.3 Definitions. All capitalized terms used but not defined herein shall have the
meanings set forth in City of Pasco Ordinance No. 3558, adopted on July 15, 2002 (the “Formation
Ordinance”).
ARTICLE II
Authority and Limit on Liability
Section 2.1 Authority. The District is a public facilities district organized pursuant to
RCW 35.57.010, and the Formation Ordinance.
Section 2.2 Limit on Liability. All liabilities incurred by the District shall be satisfied
exclusively from the assets, credit, and properties of the District, and no creditor or other person
shall have any right of action against or recourse to the City of Pasco (the “City”), its assets, credit,
or services, on account of any debts, obligations, liabilities or acts or omissions of the District.
Section 2.3 Mandatory Disclaimer. The following disclaimer shall be posted in a
prominent place where the public may readily see it in the District’s principal and other offices.
It shall also be printed or stamped on all contracts, notes, bonds, and other documents that
may entail any debt or liability by the District.
The PASCO PUBLIC FACILITIES DISTRICT is organized pursuant to RCW 35.57.010
and the City of Pasco Ordinance No. 3558 (the “Formation Ordinance”). The Formation Ordinance
provides as follows: “All liabilities incurred by the District shall be satisfied exclusively from the
assets, credit, and properties of the District, and no creditor or other person shall have any right of
action against or recourse to the City, its assets, credit, or services, on account of any debts,
obligations, liabilities or acts or omissions of the District.”
Appendix A
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 2
ARTICLE III
Duration
The duration of the District shall be perpetual except as provided in the Formation
Ordinance.
ARTICLE IV
Purpose
The purpose of the District is to provide a legal entity under RCW 35.57.010 and the
Formation Ordinance to acquire, construct, own, remodel, maintain, equip, re-equip, repair,
finance, operate one or more Regional Centers or Recreational Facilities as allowed by RCW
35.57.020 and/or to participate jointly, by interlocal agreement, in such activities with one or more
qualifying public facilities districts for the development of one or more Regional Centers or
Recreational Facilities together with related parking facilities.
ARTICLE V
Powers
Section 5.1 Powers. The District shall have and may exercise all lawful powers
conferred by State law, the Formation Ordinance, this Charter and its Bylaws.
Section 5.2 Limitation of Powers. The District organized under this Charter in all
activities and transactions shall be limited in the following respects:
A. The District shall have no power of eminent domain;
B. The District may not incur or create any liability that permits recourse by any
person to any assets, services, resources, or credit of the City. All liabilities incurred by the District
shall be satisfied exclusively from the assets and credit of the District. No creditor or other person
shall have any recourse to the assets, credit, or services of the City on account of any debts,
obligations, liabilities, acts, or omissions of the District;
C. All revenue, receipts, assets, or credit of the District shall be applied toward or
expended upon services, projects, and activities authorized by State law, the Formation Ordinance
and this Charter;
D. The District may contract with the City for any or all support staff and support
services, but retains the authority to and shall not employ staff or contract for professional services
without express authority from the Council; and
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 3
ARTICLE VI
Board of Directors and Corporate Officers
Section 6.1 Powers. The Board shall govern the affairs of the District. All corporate
powers of the District shall be exercised by or under the authority of and the business, property
and affairs of the District shall be managed under the direction of the Board except as may be
otherwise provided in this Charter, the Formation Ordinance or State law.
Section 6.2 Board Composition. Pursuant to RCW 35.57.010 and the Formation
Ordinance, the Council has established that the Board has five members. The Council shall appoint
the members of the Board as follows: (i) two members appointed by the Council; and (ii) three
members appointed by the Council based on recommendations from local organizations. The
members appointed under (i) of this subsection shall not be members of the Council. The members
appointed under (ii) of this subsection, shall be based on recommendations received from local
organizations that may include, but are not limited to the local chamber of commerce, local
economic development council, and local labor council.
Except for certain of the initial Board members [as set forth in Section 6.3(A)], the
members shall serve four-year terms.
Section 6.3 Terms of Office.
A. The terms of office of the initially appointed members of the Board shall commence
on the date of their appointment and shall be staggered as follows. Of the initial members, one
must be appointed for a one-year term, one must be appointed for a two-year term, one must be
appointed for a three-year term, and the remainder must be appointed for four-year terms.
B. With respect to the appointments of the initial Board members, the Council shall
designate which members are assigned to the one-, two-, three- and four-year terms identified in
subsection 6.3(A) above for purposes of determining the length of terms of such initial Board
members.
C. The Council shall fill vacancies during and at the expiration of the term of Board
members in the same manner as initial appointments.
D. Except for the initial members of the Board, each member shall be appointed to
serve for a four-year term. Each member shall continue to serve until his or her successor has been
appointed and qualified.
E. Terms shall expire on the day prior to the anniversary date of the Charter of the
year in which the respective director is scheduled to terminate.
Section 6.4 Quorum and Manner of Action. At all meetings of the Board three directors
then in office shall constitute a quorum. The Board may adopt resolutions of the Board only by an
affirmative vote of a majority of the Board members then in office.
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 4
Section 6.5 Officers and Division of Duties.
A. The initial officers of the District shall be the President, Vice President and
Secretary/Treasurer of the Board. In no event shall there be less than two officers designated, nor
shall the same person occupy more than one office. Additional officers (permanent or ad hoc) and
temporary officers may be created by majority approval of the Board or amendments to this
Charter.
B. The President shall be the agent of the District for service of process; the Bylaws
may designate additional corporate officials as agents to receive or initiate process. The corporate
officers, who shall be selected from among the membership of the Board, shall manage the daily
affairs and operations of the District.
C. The Board shall oversee the activities of the corporate officers, establish and/or
implement policy, participate in corporate activity, and shall have stewardship for management
and determination of all corporate affairs consistent with this Charter.
Section 6.6 Executive Committee. An Executive Committee, which may be appointed
and/or removed by the Board, and shall have and exercise such authority of the Board between
meetings of the Board.
Section 6.7 Removal of Board Members. The Council may by resolution remove from
the Board for any reason, with or without cause, any member of the Board at a public meeting,
with prior notice to the District. In the event of removal, members shall be replaced in the same
manner as provided for in filling vacancies on the Board.
ARTICLE VII
Meetings
Section 7.1 Board Meetings.
A. The Board shall meet at least quarterly each year; special meetings of the Board
may be called as provided by the Charter, the Bylaws or RCW 42.30.010 et seq.
B. The Board shall be the governing body of a public agency as defined in RCW
42.30.020, and all meetings of the Board shall be held and conducted in accordance with RCW
42.30.010 et seq. Notice of meetings shall be given in a manner consistent with RCW 42.30.010
et seq. In addition, the District shall provide, where practicable, notice of meetings mailed at least
three days prior to the time of the meeting, to any individual specifically requesting it in writing.
C. All Board meetings, including all other permanent and ad hoc committee meetings,
shall be open to the public to the extent required by RCW 42.30.010 et seq. The Board and
committees may hold executive sessions to consider matters enumerated in RCW 42.30.110 et seq
or privileged matters recognized by law, and shall enter the cause therefor upon its official journal.
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 5
At all public meetings, any citizen shall have a reasonable opportunity to address the Board either
orally or by written petition. Voting by proxy is not permitted.
Section 7.2 Parliamentary Authority. The rules in Robert’s Rules of Order (revised)
shall govern the District in all cases to which they are applicable, where they are not inconsistent
with the Charter or with the special rules of order of the District set forth in the Bylaws.
Section 7.3 Minutes. Copies of the minutes of all regular or special meetings of the
Board shall be available to any person or organization that requests them. The minutes of all Board
meetings shall include a record of individual votes on all matters requiring Board approval.
ARTICLE VIII
Procedural Requirements
Section 8.1 Board Review.
A. At least quarterly, the Board shall review monthly statements of income and
expenses, which compare budgeted expenditures to actual expenditures. The Board shall review
all such information at regular meetings, the minutes of which shall specifically note such reviews
and include such information.
B. General or particular authorization or review and concurrence of the Board by
resolution shall be necessary for any significant transaction including execution of any contract
for an amount more than $5,000, adoption of an annual budget, which such adoption shall occur
no later than December 1 of the year prior to the budget year, certification of reports and statements
to be filed with the City as true and correct in the opinion of the Board and of its members except
as noted, and proposed amendments to the Charter and Bylaws.
Section 8.2 Establishment and Maintenance of Office and Records. The District shall:
A. Maintain a principal office at a location within the boundaries of the City;
B. File and maintain with the City Clerk a current listing of all Board officials, their
positions and their home addresses, their business and home phone numbers (which information
is personal non-disclosable information), the address of the District’s principal office and of all
other offices used by it, and a current set of its Bylaws; and
C. Maintain all of its records in a manner consistent with the Preservation and
Destruction of Public Records Act, RCW Chapter 40.14.
Section 8.3 Access to Records.
A. The District shall keep an official journal containing the minutes of proceedings at
all regular and special meetings of the Board and the resolutions of the Board.
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 6
B. Any person shall have access to records and information of the District to the extent
allowed by State law.
Section 8.4 Deposit of Public Funds. All District monies shall be invested in
investments that would be lawful for the investment of City funds.
Section 8.5 Reports and Information. The District shall, within three months after the
end of its fiscal year, file an annual report with the City containing financial statements of assets
and liabilities, revenue and expenditures and changes in its financial position during the previous
year; a summary of significant accomplishments; a projected operating budget for the current fiscal
year; a summary of projects and activities to be undertaken during the current year; and a list of
District officials.
Section 8.6 Audits and Inspections. The District shall, at any time during normal
business hours and as often as the City Manager or his designee, the Council or the State Auditor
deem necessary, make available to the City Manager or his designee, the Council or the State
Auditor for examination all of its financial records. The District shall permit the City Manager or
his designee, the Council or State Auditor to audit, examine and make excerpts or transcripts from
such records, and to make audits of all records relating to all the aforesaid matters. The District
shall review with the City Manager within 45 days of receipt and take immediate corrective action
to address any audit findings or qualifications in its audit reports.
Section 8.7 Insurance. The District shall maintain in full force and effect public liability
insurance in an amount sufficient to cover potential claims for bodily injury, death or disability
and for property damage, which may arise from or be related to projects and activities of the
District, naming the City as an additional insured, if such insurance shall be available at a
reasonable price as determined by the Board. If insurance is not maintained, the District shall
maintain adequate reserves, as determined by the Board, to cover potential claims and losses.
Section 8.8 Bylaws.
A. Bylaws of the District may be adopted as the official rules for the governing of
meetings and the affairs of the District.
B. The Bylaws may be amended as provided in Article IX of this Charter and
consistent with the Formation Ordinance in order to provide additional or different rules for
governing the District and its activities as are not inconsistent with this Charter.
C. Amendments to the Bylaws shall be effective 10 days after filing with the City
Clerk, unless such amendment(s) shall have been passed by unanimous vote of the Board and an
earlier effective date shall have been set.
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 7
Section 8.9 Conflict of Interest.
A. A Board member or employee of the District may not participate in Board decisions
if that person or a member of that person’s immediate family has a financial interest in the issue
being decided.
B. A Board member or employee is not considered to be financially interested in a
decision when the decision could not affect that person in a manner different from its effect on the
public.
C. No Board member or employee of the District shall accept, directly or indirectly,
any gift, favor, loan, retainer, entertainment or other thing of monetary value from any person,
firm or corporation having dealings with the District when such acceptance would conflict with
the performance of a Board member or employee’s official duties. A conflict, or possibility of
conflict, shall be deemed to exist where a reasonable and prudent person would believe that it was
given for the purpose of obtaining special considerations or influence.
D. The Board may adopt additional conflict of interest and ethical rules it considers
appropriate.
E. For purposes of this section, “participate in a decision” includes all discussions,
deliberations, preliminary negotiations, and votes.
Section 8.10 Discrimination.
A. Board membership may not directly or indirectly be based upon or limited by creed,
age, race, color, religion, sex, national origin, marital status or the presence of any sensory, mental
or physical disability, unless such limitations are necessary for the performance of the role and no
less discriminatory alternatives are available.
B. To ensure equality of employment opportunity, the District shall not discriminate
in any matter related to employment because of creed, age, race, color, religion, sex, national
origin, marital status or the presence of any sensory, mental or physical disability, unless such
limitations are necessary for the performance of the role and no less discriminatory alternatives
are available. The District shall, in all solicitations or advertisements for employees placed by or
on behalf of the District, state that all qualified applicants will receive consideration for
employment without regard to creed, age, race, color, religion, sex, national origin, marital status
or the presence of any sensory, mental or physical disability, unless such limitations are necessary
for the performance of the role and no less discriminatory alternatives are available.
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 8
ARTICLE IX
Amendments to Charter and Bylaws
Section 9.1 Proposals to Amend Charter.
A. The District may propose to the Council that its Charter be amended by resolution
passed by a procedure outlined in its Bylaws at a regular or special meeting of the Board for which
30 days’ advance written notice was given.
B. When required by law, the District shall propose to the Council an amendment to
this Charter that will conform to and be consistent with said law.
C. As necessary and appropriate in the discretion of the Council, the Council may
propose to amend this Charter on its own initiative.
Section 9.2 Charter Amendments.
The Charter may be amended only with the approval of the Council. After adoption of a
Charter amendment, the revised Charter shall be issued and filed in the same manner as the original
Charter.
Section 9.3 Amendments to Bylaws.
The Bylaws of the District may be adopted or amended by a resolution passed by a majority
of the Board members in office at the time, provided amendments are consistent with the
Formation Ordinance and this Charter.
Bylaws shall be reviewed annually after the election of officers with recommendations, if
any, for amending the bylaws proposed by the Executive Committee of the District, if such
committee is established, otherwise by an ad hoc Bylaws Committee appointed by the Board
President. At any other time, any Board member may introduce necessary amendments to the
Bylaws to the Board for consideration. As provided in the Formation Ordinance, as necessary and
appropriate in the discretion of the Council, the Council may amend the Bylaws. Amendments to
the Bylaws adopted by the Council may not be further amended by the District for one year except
with Council approval.
ARTICLE X
Commencement
The District shall commence its existence effective July 29, 2002.
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 9
ARTICLE XI
Dissolution
Section 11.1 Dissolution Process.
A. If the Board makes an affirmative finding that dissolution is necessary or
appropriate because the purposes of the District may not be fulfilled for any reason, the Board may
adopt a resolution requesting the Council to dissolve the District.
B. Upon adoption of a motion by the Council requesting the following information, or
upon adoption by the District board of a resolution requesting its own dissolution, the District shall
file a dissolution statement with the City Clerk setting forth:
1. The name and principal office of the District;
2. The debts, obligations and liabilities of the District, including conditions of
grants and donations, and the property and assets available to satisfy the same; the
provisions to be made for satisfaction of outstanding liabilities and performance of
executory contracts; and the estimated time for completion of its dissolution;
3. Any pending litigation or contingent liabilities;
4. The Board resolution requesting such dissolution and the date(s) and
proceedings leading toward its adoption, whenever the dissolution be voluntary; and
5. A list of persons to be notified upon completion of dissolution.
Section 11.2 Trusteeship.
A. Superior Court jurisdiction over dissolution arises in the event the dissolution
Ordinance enacted by the Council requests Superior Court trusteeship. In the event that the
dissolution Ordinance so requests Superior Court trusteeship, the Superior Court of Franklin
County shall have jurisdiction and authority to appoint trustees or receivers of corporate property
and assets and supervise such trusteeship or receivership.
B. The trustees appointed by the Superior Court shall take such actions as necessary
during the trusteeship to achieve the object thereof as reasonable. The trustees shall have the power
and authority to reorganize the District and recommend amendment of its Charter and/or its
Bylaws; suspend and/or remove District officials, and manage the assets and affairs of the District;
and exercise any and all District powers as necessary or appropriate to fulfill outstanding
agreements, to restore the capability of the District, to perform the functions and activities for
which it is chartered, to reinstate its credit or credibility with its creditors or obligees, and, if so
authorized by the Superior Court, to oversee its dissolution and appropriate subsequent
transactions.
Restated Charter Pasco Public Facilities District, October 2021August 2022
Page 10
ARTICLE XII
Approval of Restated Charter
APPROVED by Pasco City Council Ordinance No. [ ], adopted on ____ day of
[ ], 2022.
Blanche Barajas, Mayor
ATTEST: APPROVED AS TO FORM ONLY:
Debra Barham, CMC Kerr Ferguson Law, PLLC
City Clerk City Attorneys
Resolution – PPFD Bylaws - 1
RESOLUTION NO. 2022-04
A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT
BOARD, APPROVING BYLAWS, FOR DEFINING ITS RULES OF
PROCEDURE AND GOVERNANCE OF ITS ACTIVITIES, AS PERMITTED
THROUGH THE PASCO PUBLIC FACILITIES DISTRICT CHARTER.
WHEREAS, the Pasco Public Facilities District (PPFD) was duly formed pursuant to
Chapter 35.57 of the Revised Code of Washington on July 15, 2002, by the adoption of City of
Pasco Ordinance No. 3558, and granted all powers provided by law pursuant to RCW 35.57.010;
and
WHEREAS, pursuant to Ordinance No. 3558, the Pasco City Council created the PPFD
Charter, which included the ability of the PPFD Board of Directors to create its Bylaws for the
purpose of providing structure for its rules of procedure and governance of its activities; and
WHEREAS, pursuant to Resolution No. 2022-03, dated May 15, 2022, the PPFD Board
notified the Washington State Department of Revenue to allocate funds from the implementation
of the voter approved sales and use tax consistent with RCW 82.14.048; specifically, to impose an
additional 2/10ths of 1% sales and use tax for the purpose of providing funds for the costs
associated with the design, construction, and operation of an indoor/outdoor aquatic center
including a competition pool commencing January 1, 2023.
WHEREAS, on August 15, 2022, the City of Pasco’s City Council amended the PPFD
Charter, by Ordinance No. 4604, to allow the PPFD Board to employ staff or contract for
professional services without the express authority from the City Council.
WHEREAS, the PPFD Board has determined the institution of Bylaws, will provide a
framework for the forthcoming activities associated with the design, construction, and operation
of its aquatic facility.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE PASCO PUBLIC FACILITIES DISTRICT as follows:
Section 1. The Pasco Public Facilities District Board of Directors does hereby approve
its Bylaws, attached hereto as Exhibit A.
Section 2. That this Resolution shall take effect when the restated PPFD Charter goes
into effect, scheduled for August 23, 2022.
Resolution – PPFD Bylaws - 2
PASSED by the Pasco Public Facilities District Board of Directors, of Pasco,
Washington, this _____ day of _________________________, 2022.
PASCO PUBLIC FACILITIES DISTRICT
__________________________________
Mark Morrissette, Board President
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Caroline Bowdish, Secretary/Treasurer Kerr Ferguson Law, PLLC
Pasco Public Facilities District Attorney for PPFD
BYLAWS OF THE
PASCO PUBLIC FACILITIES DISTRICT
Bylaws of the Pasco Public Facilities District - 2
ARTICLE I
Name
This organization shall be known as the Pasco Public Facilities District (PPFD) hereinafter
referred to as the “District”.
ARTICLE II
Statement of Purpose
The purpose of the District is to provide a legal entity under RCW 35.57.010 and the
Formation Ordinance to acquire, construct, own, remodel, maintain, equip, re-equip, repair,
finance, operate one or more Regional Centers or Recreational Facilities as allowed by RCW
35.57.020 and/or to participate jointly, by interlocal agreement, in such activities with one or more
qualifying public facilities districts for the development of one or more Regional Centers or
Recreational Facilities together with related parking facilities.
ARTICLE III
Board of Directors, Officers and Committees
Section 3.1. Vacancies. A vacancy, or vacancies, on the Board shall be deemed to exist
in the case of the death, disability, resignation, or removal of any Board member as provided in
the Pasco Public Facilities District’s Charter. Vacancies for a District Board of Director shall be
made by appointment in accordance with the PPFD Charter Subsection 6.3(c).
Section 3.2. Officers Designated. The officers of the District shall be a President, Vice
President, and Secretary/Treasurer, each of whom shall be elected by the Board. Such other
officers and assistant officers as may be deemed necessary may be elected or appointed by the
Board. No person may simultaneously hold more than one office. In addition to the powers and
duties specified below, the officers shall have such powers and perform such duties as the Board
may prescribe.
Section 3.3. Election, Qualification, and Term of Office. Each of the officers shall be
elected by the Board from among its members. The officers shall be elected by the Board at the
first regular meeting after the term of new or reappointed Board members commences each year,
for a one-year term, and each officer shall hold officer during said one-year term and until his or
her successor is elected. At its organizational meeting the Board shall elect the first officers of the
Board.
Section 3.4. Powers and Duties. The officers of the Pasco Public Facilities District shall
have the following duties:
Bylaws of the Pasco Public Facilities District - 3
a) President. The President shall be the Chief Executive officer of the District and
shall have general supervision over the business of the District, subject, however,
to the control of the Board. The President shall preside at all meetings of the Board.
The President may sign and execute, in the name of the District, deeds, mortgages,
leases, bonds, contracts, and other instruments duly authorized by the Board, and
generally shall perform all duties incident to the office of President and such other
duties as may from time to time be assigned to such office by the Board.
b) Vice-President. At the request of the President or in case of his or her absence or
disability, the Vice-President shall perform all duties of the President and, when so
acting, shall have all the powers of, and be subject to all restrictions upon, the
President. In addition, the Vice-President shall perform such other duties as may
from time to time be assigned to that office by the Board or the President.
c) Secretary/Treasurer. The Secretary/Treasurer shall:
1. Certify and keep at the office of the District, or at such other place as the
Board may order, the original or a copy of the Bylaws, as they may have
been amended;
2. Keep at the office of the District, or at such other place as the Board may
order, a book of minutes of all meetings of the Board, recording therein the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, and the proceedings undertaken at the
meeting;
3. See that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law;
4. Be custodian of the records and seal of the District; keep and provide access
to records as required by Section 8.3 of the Charter;
5. Exhibit at all reasonable times to any director, upon request, the Bylaws and
minutes of the proceedings of the directors of the District;
6. Receive and have charge of all funds of the District and disburse such funds
only as directed by the Board;
7. File with the City records of the District’s principal office, Board members
and current Bylaws as required by Section 8.2 of the Charter; file with the
City the annual report, including financial statements, as required by section
8.5 of the Charter; make records available to the City Manager or his or her
designee, the Council or the State Auditor as required by Section 8.6 of the
Charter; and procure insurance, if any, as required by Section 8.7 of the
Charter; and
Bylaws of the Pasco Public Facilities District - 4
8. In general, perform all duties of the office of Secretary/Treasurer, including
all duties incident to the office of chief financial officer, and such other
duties as may from time to time be assigned to such office by the Board of
Directors or the President.
Section 3.5. Removal From Office. Upon reasonable prior notice to all Board members
of the alleged reasons for dismissal, the Board by an affirmative vote of the majority of all the
Board members may remove any officer from his or her office (but not from his or her membership
on the Board) whenever in its judgement the best interests of the District will be served thereby.
Section 3.6. Vacancies. The Board shall fill any office that becomes vacant with a
successor who shall hold office for the unexpired term and until his or her successor shall have
been duly elected and qualified.
Section 3.7. Establishment of Committees. The Board, by resolution, may designate
from among its members one or more committees, each consisting of at least two members, to
represent the Board and, except as prohibited by the Charter, act for and on behalf of the Board.
The designation of any such committee and the delegation thereto of authority shall not operate to
relieve any member of the Board of any responsibility imposed by law.
Section 3.8. Executive Committee. The Executive Committee of the District shall
consist of the President, Vice President, and the Secretary/Treasurer. The provisions for election,
qualifications, terms of office and removal of any member of the Executive Committee shall be
identical to those of officers of the Board as provided herein Sections 3.3, 3.5, and 3.6 of this
Article.
Except as provided in the Charter, the Executive Committee shall have and exercise such
powers of the Board as the Board may from time to time provide by Resolution.
ARTICLE IV
Meetings
Section 4.1. All meetings of the Board shall follow the Open Public Meetings Act of
Washington State (RCW Chapter 42.30).
Section 4.2. Regular Board Meetings. Subject to Article VII of the Charter, regular
meetings of the Board shall be held the third Tuesday of the month, commencing at 4:00 PM in
the Pasco City Hall in Council Chambers located at 525 North Third Avenue, Pasco, WA 99301.
A. The agenda shall include:
I. Call to Order and Roll Call
II. Recognition of Visitors/Public Comments
III. Approval of Minutes
IV. Claims Approval
V. Financial Report
VI. Reports from Committees
Bylaws of the Pasco Public Facilities District - 5
VII. Old Business
VIII. New Business
IX. Other Business
X. Close of Meeting
Section 4.3. Special Board Meetings. Subject to Article VII of the Charter, special
meetings of the Board may be held at any place at any time whenever called by the President or a
majority of the members of the Board.
Section 4.4. Notice of Regular Board Meetings. No notice of the regular meeting shall
be required, except for the first regular meeting or after any change in the time or place of such
meeting adopted by resolution of the Board as above provided. Notice of such changed regular
meeting shall be given by the Secretary/Treasurer or by the person or persons calling the meeting
at least three days’ notice by mail, email, or other written communication. If mailed, notice shall
be mailed by U.S. mail, postage prepaid, to the last known address of each Board member. In
addition, the District shall routinely provide reasonable notice of meetings to any individual
specifically requesting it in writing. At any regular meeting of the Board, any business may be
transacted, and the Board may exercise all of its powers.
Section 4.5. Notice of Special Board Meetings. Notice of all special meetings of the
Board shall be given by the Secretary/Treasurer or by the person or persons calling the special
meeting by delivering written notice personally, by mail, by, or by email, at least 24 hours prior to
the time of the meeting, to each Board member, to each local newspaper of general circulation,
and to each radio or television station that has requested notice and to any other individual
specifically requesting it in writing, and in compliance with the any other requirements as provided
in RCW 42.30.080.
The time and place of the special meeting and the business to be transacted must be
specified in the notice. Final disposition shall not be taken on any other matter at such meetings.
Section 4.6. Waiver of Notice. Notice as provided in Sections 4.3 and 4.4 hereof may
be dispensed with as to any member of the Board who, at or prior to the time the meeting convenes,
files with the Board a written waiver of notice or who is actually present at the meeting at the time
it convenes. Such notice may also be dispensed with as to special meetings called to deal with an
emergency involving injury or damage to persons or property or the likelihood of such injury or
damage, where time requirements of such notice would make notice impractical and increase the
likelihood of such injury or damage. Notice, as provided in Article IX of the Charter, concerning
proposed amendments to the Charter or Bylaws and votes on such amendments may not be waived.
Section 4.7. Notice to the City. Notice of all meetings of the Board shall be delivered to
the City Clerk at least three days prior to any regular meeting at least 24 hours prior to any special
meeting. In addition, the minutes of the Board shall be mailed to the City Clerk within 15 days
after the approval of the Board.
Bylaws of the Pasco Public Facilities District - 6
ARTICLE V
Amendments to Charter and Bylaws
Section 5.1. Proposals to Amend Bylaws.
a) Proposals to amend the Charter or Bylaws shall be presented in a format that strikes
over material to be deleted and underlines new material.
b) Any Board member may introduce a proposed amendment to the Charter or Bylaws
(which may consist of new Bylaws) at any regular meeting or at any special meeting
of which 30 days’ advance notice has been given.
Section 5.2. Board Consideration of Proposed Amendments. If notice of a proposed
amendment to the Charter or to the Bylaws, and information including the text of the proposed
amendment and a statement of its purpose and effect, is provided to members of the Board 15 days
prior to any regular Board meeting or any special meeting of which 30 days’ advance notice has
been given, then the Board may vote on the proposed amendment at the same meeting as the one
at which the amendment is introduced. If such notice and information is not so provided, the Board
may not vote on the proposed amendment until the next regular Board meeting or special meeting
of which 30 days’ advance notice has been given and at least 15 days prior to which meeting such
notice and information is provided to Board members.
Section 5.3. Vote Required for Amendments to Charter or Bylaws. Resolutions of the
Board approving proposed amendments to the Charter or approving amendments to the Bylaws
require an affirmative vote of a majority of the Board members then in office as provided in the
Charter. As provided in the Formation Ordinance, as necessary and appropriate in the discretion
of the Council, the Council may amend the Bylaws by resolution adopted at or after a public
meeting held with notice to the District. Amendments to the Bylaws adopted by the Council may
not be further amended by the District for one year except with Council approval.
Section 5.4. Board Approval of Amendments to Bylaws. Proposed Bylaw amendments
adopted by the Board shall be submitted to the City Clerk. The District’s Charter may be amended
only as provided in Article IX of the Charter.
ARTICLE VI
Administrative Provisions
Section 6.1. Books and Records. The District shall keep current and complete books and
records of account and shall keep minutes of the proceedings of its Board and its committees
having any of the authority of the Board.
Section 6.2. Indemnification of Board Members. The District elects to defend and
indemnify its present and former Board members and officers and their successors, spouses, and
marital communities to the full extent authorized by law and the Charter. In addition, the right of
Bylaws of the Pasco Public Facilities District - 7
indemnification shall inure to each Board member or officer and his or her spouses and marital
communities upon his or her appointment to the Board and in the event of his or her death shall
extend to his or her heirs, legal representatives, and estate. Each person who shall act as Board
member or officer of the District shall be deemed to do so in reliance upon such indemnification
and such rights shall not be exclusive of any other right that he or she may have.
Section 6.3. Principal Office. The principal office of the Pasco Public Facilities District
shall be located in Pasco, Washington, as specified by resolution of the Board.
Section 6.4. Fiscal Year. The Fiscal Year of the District shall begin January 1 and end
December 31 of each year.
Bylaws of the Pasco Public Facilities District - 8
ARTICLE VII
Approval of Bylaws
Approved by the Board of Directors of the District on ___________, 2022, by Resolution
No._______.