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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 Microsoft Teams meeting Join on your computer or mobile app Click here to join the meeting Or call in (audio only) +1 323-676-6197,,73646304# United States, Los Angeles Phone Conference ID: 736 463 04# 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._______.