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HomeMy WebLinkAbout2024.09.17 PPFD Meeting PacketPasco Public Facilities District Board Building Regional Facilities through Community Partnerships AGENDA 4:00 PM - Tuesday, September 17, 2024; Pasco City Hall, Council Chambers & GoToWebinar REMOTE MEETING INSTRUCTIONS - Individuals, who would like to provide public comment remotely, may continue to do so by filling out the online form via the City’s website (www.pasco-wa.gov/publiccomment) to obtain access information to comment. Requests to comment in meetings must be received by 1:00 p.m. on the day of each meeting. To listen to the meeting via phone, call (562) 247-8422 and use access code 990-372-793. Page I. Welcome, Call To Order, and Roll Call II. Recognition of Visitors/Public Comments - This item is provided to allow the public the opportunity to bring items to the attention of the Pasco Public Facilities District Board. Its purpose is not to provide a venue for debate or for the posing of questions with the expectation of an immediate response. Public comments will normally be limited to three minutes by each speaker. Those with lengthy messages are invited to summarize their comments and/or submit written information for consideration by the PPFD Board outside of formal meetings. Lastly, when called upon, please state your name and city or county residency before providing your comments. III. Approval of Minutes 4 - 9 A. Approve PPFD Board August 2024 Meeting Minutes MOTION: I move to approve the PPFD Board minutes from the August 27, 2024, meeting. IV. Claims Approval 10 A. Approval of PPFD Monthly Accounts Payable Claims (Veronica Perez) MOTON: I move to approve the August 2024 PPFD claims (accounts payable) in the amount of $291,672.11. V. Financial Report 11 - 14 A. August 2024 Balance Sheet, Budget Performance Report and Local Tax Distribution Report (Veronica Perez) VI. Reports from Committees A. Design & Construction Committee (Marie Gillespie & Spence Jilek; Alternate Mark Morrissette) Page 1 of 43 B. Audit & Finance Committee (Mark Morrissette & Caroline Bowdish; Alternate Spencer Jilek) C. Lynnwood Visit (Mark Morrissette & Leonard Dietrich) VII. Old Business VIII. New Business 15 - 38 A. Resolution - Approval of Bonding Resolution (Scott Bauer) MOTION: I move to approve Resolution No. 2024-09 relating to contracting indebtedness; providing for the issuance, sale, and delivery of sales tax bonds to provide funds to pay or reimburse the payment of the cost of acquiring, constructing, and equipping an aquatic center, to fund a debt service reserve, and to pay costs of issuance and sale of the bonds; fixing certain terms and covenants of the bonds; and providing for other related matters. 39 - 42 B. Resolution - Approval of Contracting for Personal Service Providers Policy (Veronica Perez) MOTION: I move to approve Resolution No. 2024-10, to adopt the Contracting with Personal Service Providers Policy 43 C. Resolution - Adopt US Bank as the PPFD Financial Institution (Veronica Perez) MOTION: I move to approve Resolution No. 2024-11, adopt US Bank as its financial institution, the same bank utilized the the City of Pasco, Washington, which is the fiscal agent for the Pasco Public Facilities District. IX. Other Business A. PPFD Executive Director Report (Matt Watkins) 1. Property Purchase 2. State Financial Review 3. Ambassador Update 4. City Council Update (October) B. Owner’s Representative Report (Heath Gardner) 1. Design Progress 2. Budget and Schedule Update C. Pasco Operations and Maintenance (Jesse Rice) 1. Update on Progress of Interlocal Agreement Page 2 of 43 D. Next PPFD Board Meeting Scheduled for Tuesday, October 15, 2024 X. Executive Session A. Discussion with Legal Counsel About Current or Potential Litigation per RCW 42.30.110(1)(i) (30 minutes) XI. Adjournment Page 3 of 43 Pasco Public Facilities District Board MINUTES 4:00 PM - Tuesday, August 27, 2024; Pasco City Hall, Council Chambers & GoToWebinar WELCOME, CALL TO ORDER, AND ROLL CALL Pasco Public Facilities District (PPFD) President Morrissette welcomed members of the audience and called the meeting to order at 4:00 PM. Board Members Present: President Mark Morrissette, Vice President Marie Gillespie, Secretary/Treasurer Caroline Bowdish, Board Member Leonard Dietrich, and Board Member Spencer Jilek Board Staff Present: PPFD Executive Director Matt Watkins City Council & Staff Present: Council Liaison Melissa Blasdel, Acting City Attorney Dan Heid, Finance Director Darcy Buckley, Senior Accountant Veronica Perez, Parks & Recreation Director Jesse Rice, and City Clerk Debby Barham APPROVAL OF MINUTES Approve PPFD Board July 2024 Meeting Minutes MOTION: Mr. Dietrich moved to approve the PPFD Board minutes from the July 23, 2024, meeting. Seconded by Dr. Jilek. Motion carried unanimously. CLAIMS APPROVAL Ms. Bowdish arrived at 4:02 PM. Approval of PPFD Monthly Accounts Payable Claims Ms. Buckley provided a brief report for the July 2024 PPFD Claims. MOTON: Ms. Bowdish moved to approve the July 2024 PPFD claims (accounts payable) in the amount of $119,986.13. Seconded by Dr. Jilek. Motion carried unanimously. Approval of Executive Director Travel to Blue Springs Page 1 of 5Page 4 of 43 Mr. Watkins referred to the PPFD Travel policy and he requested approval of his travel reimbursement for the recent trip to Missouri to tour an aquatics facility. The reimbursement records were provided to the PPFD Board. MOTION: Mr. Dietrich moved to approve travel reimbursement for the Executive Director to Blue Springs, Missouri in the amount of $201.78. Seconded by Dr. Jilek. Motion carried unanimously. FINANCIAL REPORT July 2024 Balance Sheet, Budget Performance Report and Local Tax Distribution Report Ms. Buckley provided a brief overview on the financial reports. REPORTS FROM COMMITTEES Design & Construction Committee Mr. Morrissette asked that he be removed as a regular member of the Design & Construction Committee and have Dr. Jilek become a regular member. Mr. Morrissette requested that he remain on the committee as an alternate member. The PPFD Board concurred with Mr. Morrissette's request and the change is effective immediately. Audit & Finance Committee No report. Blue Springs Delegation Visit Mr. Watkins provided a brief overview of the recent trip to Blue Springs, MO to tour an aquatics facility located there. Mr. Watkins, Ms. Gillespie, Ms. Bowdish, and Mr. Gardner shared their experiences and thoughts regarding their visit to the aquatics facility. The PPFD Board, Mr. Rice, Mr. Watkins and Mr. Gardner continued discussing the recent tour and the possible updates to the design of the Pasco Aquatics Facility. OLD BUSINESS Update on Excess Cash Deposit Alternative to Local Government Investment Pool (LGIP) Page 2 of 5Page 5 of 43 Mr. Watkins reported that the policy on deposit of excess cash is still in the works. Resolution No. 2024-08, Approving the Agenda Reconfiguration in the PPFD Bylaws Mr. Watkins provided a brief overview of the proposed agenda order for the regular PPFD Board meetings. The PPFD Board discussed the proposed changes and the Board concurred to retain the current regular meeting agenda order. There will be no amendments to the PPFD Bylaws at this time. NEW BUSINESS Presentation of Draft Bonding Resolution Mr. Watkins introduced Scott Bauer from Northwest Municipal Advisors who gave a presentation on the upcoming bonding for the construction of the Aquatics Facility. Mr. Bauer provided the schedule for the bonding of $47,000,000.00. The PPFD Board, Mr. Bauer, Mr. Watkins, and Mr. Gardner continued discussing the bonding process and the amount that will be bonded. The Audit & Finance Committee was asked to review the proposed bond resolution within the next 30 days. Mr. Morrissette distributed a list of questions and answers to the PPFD Board. Mr. Morrissette asked Mr. Watkins to get answers to the questions during the trip to the aquatics facility located in Blue Springs, Missouri. Association of Washington State Public Facilities Districts Annual Conference, September 23-25, 2024, Lynnwood, Washington Mr. Watkins announced the upcoming annual conference of the Association of Washington State Public Facilities Districts and asked if any PPFD Board members would like to attend. MOTION: Ms. Gillespie moved to authorize Mr. Watkins, Ms. Bowdish, and Mr. Morrissette to attend the Association of Washington State Public Facilities Districts annual conference scheduled for September 23-25, 2024 located in Lynnwood, Washington. Seconded by Dr. Jilek. Motion carried unanimously. OTHER BUSINESS Page 3 of 5Page 6 of 43 PPFD Executive Director Report Mr. Watkins provided an update on public outreach and public perception of the aquatics facility. He discussed the proposed baseline amenities, the betterments list of possible amenities, and the possibility of additional revenue sources. He asked the PPFD Board if they would be interested in having naming rights on the aquatics facility and/or the purchase of specific amenities on the betterments list. He also stated that there is a community member wishes to donate funding to build a pickleball court on adjacent property. The PPFD Board concurred with the opportunities Mr. Watkins presented and asked that the word "Pasco" be incorporated in the naming rights of the facility. Mr. Watkins announced the Washington State financial review timeline. Lastly, He stated that there will be a need to increase liability insurance by the end of this year as the construction ramps up. Owner’s Representative Report Mr. Gardner provided a brief update on the work of the design/building team, the status of pending environmental surveys, and the betterments list review. He also met with the various utilities to get the needed water, sewer, electricity, etc. to the property. Pasco Operations and Maintenance Mr. Rice reported on the status of the proposed update to the interlocal agreement between the City of Pasco and the PPFD. He also added that staff is thinking about the marketing, branding, communications, outreach and website development of the Aquatics Facility, which will include a mascot. ADJOURNMENT There being no further business, the meeting was adjourned at 6:25 pm. PASSED AND APPROVED THIS ___ DAY OF __________, 20__ APPROVED: Mark Morrissette, President Debra Barham, MMC Page 4 of 5Page 7 of 43 Page 5 of 5Page 8 of 43 Sum of Amount GL Date Subledger Account Description Vendor/Customer Item Description Aug Accounts Payable Legal Combined Services FOSTER GARVEY PC PPFD LEGAL SERVICES (TIF) SALES BONDS 2024 11,846.00 KERR FERGUSON LAW PLLC PPFD LEGAL SERVICES JULY 2024 1,126.50 Legal Combined Services Total 12,972.50 Miscellaneous Services VERIZON WIRELESS WIRELESS SVC - PASCO FACILITES DISTRICT APRIL 2024 40.01 WIRELESS SVC - PASCO FACILITES DISTRICT MAY 2024 40.01 WIRELESS SVC - PASCO FACILITES DISTRICT JULY 1 -AUG 1 2024 40.01 WATKINS ENDEAVOR LLC SERVICES FOR PPFD JULY 2024 10,390.00 Miscellaneous Services Total 10,510.03 Organizational Services KENNEWICK PUBLIC FACILITIES DISTRICT PFD SALES TAX REC'D BY PASCO AND SENT TO KEN FOR JULY 2024 88,425.52 Organizational Services Total 88,425.52 Professional Services BOUTEN CONSTRUCTION CO PPFD AQUATIC FACILITY PROJECT 157,114.71 US BANK CARD SVCS (EFT ONLY)6422 RICE - CORBETT C PPFD MEMBER AIRFARE 749.94 6422 RICE - AGENT FEE FOR CORBET C AIRFARE 37.00 WENAHA GROUP INC SERVICES FOR PPFD/AQUATIC CENTER JULY 2024 20,961.56 Professional Services Total 178,863.21 Lodging Meals Miles Airfare US BANK CARD SVCS (EFT ONLY)8603 OLIVO - CORBRETT C PPFD MEMBER HOTEL 179.02 6422 RICE - WATKINS M PPFD HOTEL 179.02 6422 RICE - MALONEY C PPFD HOTEL 179.02 6422 RICE - GILLESPIE M PPFD HOTEL 179.02 6422 RICE - DOTTA D PPFD HOTEL 179.02 6422 RICE - CAR RESERVATION UPGRADE CHARGE 10.94 6422 RICE - CREDIT FROM ORIGINAL BOOKING MODIFICATION (10.94) 6422 RICE - CANCALATION CAR RESERVATION CREDIT (45.45) BOWDISH CAROLINE CORBETT PPFD TRAVEKL AQUATIC FAC COMPARABLE DESIGN CONST AMENITIES 51.20 Lodging Meals Miles Airfare Total 900.85 Accounts Payable Total 291,672.11 General Ledger Organizational Services City of Pasco August 2024 ILA Subsidy Payment 10,027.00 Organizational Services Total 10,027.00 General Ledger Total 10,027.00 Grand Total 301,699.11 Pa g e 9 o f 4 3 Sum of Amount GL Date Subledger Account Description Vendor/Customer Item Description Aug Accounts Payable Legal Combined Services FOSTER GARVEY PC PPFD LEGAL SERVICES (TIF) SALES BONDS 2024 11,846.00 KERR FERGUSON LAW PLLC PPFD LEGAL SERVICES JULY 2024 1,126.50 Legal Combined Services Total 12,972.50 Miscellaneous Services VERIZON WIRELESS WIRELESS SVC - PASCO FACILITES DISTRICT APRIL 2024 40.01 WIRELESS SVC - PASCO FACILITES DISTRICT MAY 2024 40.01 WIRELESS SVC - PASCO FACILITES DISTRICT JULY 1 -AUG 1 2024 40.01 WATKINS ENDEAVOR LLC SERVICES FOR PPFD JULY 2024 10,390.00 Miscellaneous Services Total 10,510.03 Organizational Services KENNEWICK PUBLIC FACILITIES DISTRICT PFD SALES TAX REC'D BY PASCO AND SENT TO KEN FOR JULY 2024 88,425.52 Organizational Services Total 88,425.52 Professional Services BOUTEN CONSTRUCTION CO PPFD AQUATIC FACILITY PROJECT 157,114.71 US BANK CARD SVCS (EFT ONLY)6422 RICE - CORBETT C PPFD MEMBER AIRFARE 749.94 6422 RICE - AGENT FEE FOR CORBET C AIRFARE 37.00 WENAHA GROUP INC SERVICES FOR PPFD/AQUATIC CENTER JULY 2024 20,961.56 Professional Services Total 178,863.21 Lodging Meals Miles Airfare US BANK CARD SVCS (EFT ONLY)8603 OLIVO - CORBRETT C PPFD MEMBER HOTEL 179.02 6422 RICE - WATKINS M PPFD HOTEL 179.02 6422 RICE - MALONEY C PPFD HOTEL 179.02 6422 RICE - GILLESPIE M PPFD HOTEL 179.02 6422 RICE - DOTTA D PPFD HOTEL 179.02 6422 RICE - CAR RESERVATION UPGRADE CHARGE 10.94 6422 RICE - CREDIT FROM ORIGINAL BOOKING MODIFICATION (10.94) 6422 RICE - CANCALATION CAR RESERVATION CREDIT (45.45) BOWDISH CAROLINE CORBETT PPFD TRAVEKL AQUATIC FAC COMPARABLE DESIGN CONST AMENITIES 51.20 Lodging Meals Miles Airfare Total 900.85 Accounts Payable Total 291,672.11 General Ledger Organizational Services City of Pasco August 2024 ILA Subsidy Payment 10,027.00 Organizational Services Total 10,027.00 General Ledger Total 10,027.00 Grand Total 301,699.11 Pa g e 1 0 o f 4 3 Current YTD Prior Year Account Account Description Balance Total Actual Net Change Change % Fund Category External Fund Type Fund 931 - Pasco Public Facility District ASSETS 10 10.1010 Cash 5,906,824.41 3,424,863.62 2,481,960.79 72.47 10 - Totals $5,906,824.41 $3,424,863.62 $2,481,960.79 72.47% 12 12.1210 Taxes Receivable - Sales .00 1,011,598.43 (1,011,598.43) (100.00) 12 - Totals $0.00 $1,011,598.43 ($1,011,598.43) (100.00%) ASSETS TOTALS $5,906,824.41 $4,436,462.05 $1,470,362.36 33.14% LIABILITIES AND FUND EQUITY LIABILITIES 21 21.2105 Accounts Payable .00 267,178.88 (267,178.88) (100.00) 21 - Totals $0.00 $267,178.88 ($267,178.88) (100.00%) LIABILITIES TOTALS $0.00 $267,178.88 ($267,178.88) (100.00%) FUND EQUITY 29 29.2900 Fund Balance 4,169,283.17 4,169,283.17 .00 .00 29 - Totals $4,169,283.17 $4,169,283.17 $0.00 0.00% FUND EQUITY TOTALS Prior to Current Year Changes $4,169,283.17 $4,169,283.17 $0.00 0.00% Prior Year Fund Equity Adjustment .00 .00 Fund Revenues (3,111,736.82) (2,733,523.88) Fund Expenses 1,374,195.58 609,273.15 FUND EQUITY TOTALS $5,906,824.41 $6,293,533.90 ($386,709.49) (6.14%) LIABILITIES AND FUND EQUITY TOTALS $5,906,824.41 $6,560,712.78 ($653,888.37) (9.97%) Fund 931 - Pasco Public Facility District Totals $0.00 ($2,124,250.73) $2,124,250.73 100.00% Fund Type Totals $0.00 ($2,124,250.73) $2,124,250.73 100.00% Fund Category External Totals $0.00 ($2,124,250.73) $2,124,250.73 100.00% Grand Totals $0.00 ($2,124,250.73) $2,124,250.73 100.00% Page 1 of 1Run by Veronica Perez on 09/09/2024 16:09:25 PM Balance Sheet Through 08/31/24 Detail Listing Include Rollup Account/Rollup to Base Pa g e 1 1 o f 4 3 Adopted Budget Amended Current Month YTD YTD Budget - YTD % Used/ Account Account Description Budget Amendments Budget Transactions Encumbrances Transactions Transactions Rec'd Fund 931 - Pasco Public Facility District REVENUE Dept 13 - City Mgr Prog 590 - PPFD Admin 31 31.1310 Local Sales Tax .00 4,200,000.00 4,200,000.00 470,410.84 .00 2,631,183.73 1,568,816.27 63 31.1311 PFD Sales Tax 500,000.00 340,000.00 840,000.00 87,004.53 .00 480,553.09 359,446.91 57 31 - Totals $500,000.00 $4,540,000.00 $5,040,000.00 $557,415.37 $0.00 $3,111,736.82 $1,928,263.18 62% 34 34.4527 PFD Pasco Support 20,000.00 (20,000.00) .00 .00 .00 .00 .00 +++ 34 - Totals $20,000.00 ($20,000.00) $0.00 $0.00 $0.00 $0.00 $0.00 +++ Prog 590 - PPFD Admin Totals $520,000.00 $4,520,000.00 $5,040,000.00 $557,415.37 $0.00 $3,111,736.82 $1,928,263.18 62% Dept 13 - City Mgr Totals $520,000.00 $4,520,000.00 $5,040,000.00 $557,415.37 $0.00 $3,111,736.82 $1,928,263.18 62% Dept 98 - Budgeted Fund Balance Prog 000 - None 30 30.9999 Budget Est Beg Fund Balance (Unassigned) .00 4,169,283.00 4,169,283.00 .00 .00 .00 4,169,283.00 0 30 - Totals $0.00 $4,169,283.00 $4,169,283.00 $0.00 $0.00 $0.00 $4,169,283.00 0% Prog 000 - None Totals $0.00 $4,169,283.00 $4,169,283.00 $0.00 $0.00 $0.00 $4,169,283.00 0% Dept 98 - Budgeted Fund Balance Totals $0.00 $4,169,283.00 $4,169,283.00 $0.00 $0.00 $0.00 $4,169,283.00 0% REVENUE TOTALS $520,000.00 $8,689,283.00 $9,209,283.00 $557,415.37 $0.00 $3,111,736.82 $6,097,546.18 34% EXPENSE Dept 13 - City Mgr Prog 590 - PPFD Admin 53 53.3210 Forms Stationary Bus Cards .00 100.00 100.00 .00 .00 .00 100.00 0 53 - Totals $0.00 $100.00 $100.00 $0.00 $0.00 $0.00 $100.00 0% 54 54.4510 Dues Subscription Memberships .00 500.00 500.00 .00 .00 .00 500.00 0 54.4512 Train Registration Tuition .00 1,000.00 1,000.00 .00 .00 .00 1,000.00 0 54.4514 Lodging Meals Miles Airfare .00 .00 .00 900.85 .00 3,950.72 (3,950.72) +++ 54.4524 Advertising 500.00 .00 500.00 .00 .00 .00 500.00 0 54.4530 Legal Combined Services 1,200.00 10,800.00 12,000.00 12,972.50 .00 20,577.00 (8,577.00) 171 54.4540 Organizational Services 500,000.00 454,000.00 954,000.00 88,425.52 .00 477,592.84 476,407.16 50 54.4541 Professional Services 5,000.00 1,045,000.00 1,050,000.00 178,863.21 .00 588,943.42 461,056.58 56 54.4544 Miscellaneous Services .00 .00 .00 10,510.03 .00 179,589.75 (179,589.75) +++ 54.4635 Insurance Premiums 3,150.00 450.00 3,600.00 .00 .00 3,541.85 58.15 98 54.4900 I/F Admin Services 12,000.00 (12,000.00) .00 .00 .00 .00 .00 +++ 54 - Totals $521,850.00 $1,499,750.00 $2,021,600.00 $291,672.11 $0.00 $1,274,195.58 $747,404.42 63% 56 56.6110 Land & Land Improvements .00 3,000,000.00 3,000,000.00 .00 .00 100,000.00 2,900,000.00 3 Run by Veronica Perez on 09/09/2024 04:07:51 PM Page 1 of 2 Budget Performance Report Date Range 01/01/24 - 08/31/24 Include Rollup Account and Rollup to Base Pa g e 1 2 o f 4 3 Adopted Budget Amended Current Month YTD YTD Budget - YTD % Used/ Account Account Description Budget Amendments Budget Transactions Encumbrances Transactions Transactions Rec'd Fund 931 - Pasco Public Facility District EXPENSE Dept 13 - City Mgr Prog 590 - PPFD Admin 56 - Totals $0.00 $3,000,000.00 $3,000,000.00 $0.00 $0.00 $100,000.00 $2,900,000.00 3% Prog 590 - PPFD Admin Totals $521,850.00 $4,499,850.00 $5,021,700.00 $291,672.11 $0.00 $1,374,195.58 $3,647,504.42 27% Dept 13 - City Mgr Totals $521,850.00 $4,499,850.00 $5,021,700.00 $291,672.11 $0.00 $1,374,195.58 $3,647,504.42 27% Dept 98 - Budgeted Fund Balance Prog 000 - None 59 59.9999 Budget Est End Fund Balance (Unassigned) .00 4,187,583.00 4,187,583.00 .00 .00 .00 4,187,583.00 0 59 - Totals $0.00 $4,187,583.00 $4,187,583.00 $0.00 $0.00 $0.00 $4,187,583.00 0% Prog 000 - None Totals $0.00 $4,187,583.00 $4,187,583.00 $0.00 $0.00 $0.00 $4,187,583.00 0% Dept 98 - Budgeted Fund Balance Totals $0.00 $4,187,583.00 $4,187,583.00 $0.00 $0.00 $0.00 $4,187,583.00 0% EXPENSE TOTALS $521,850.00 $8,687,433.00 $9,209,283.00 $291,672.11 $0.00 $1,374,195.58 $7,835,087.42 15% Fund 931 - Pasco Public Facility District Totals REVENUE TOTALS 520,000.00 8,689,283.00 9,209,283.00 557,415.37 .00 3,111,736.82 6,097,546.18 34% EXPENSE TOTALS 521,850.00 8,687,433.00 9,209,283.00 291,672.11 .00 1,374,195.58 7,835,087.42 15% Fund 931 - Pasco Public Facility District Totals ($1,850.00) $1,850.00 $0.00 $265,743.26 $0.00 $1,737,541.24 ($1,737,541.24) Grand Totals REVENUE TOTALS 520,000.00 8,689,283.00 9,209,283.00 557,415.37 .00 3,111,736.82 6,097,546.18 34% EXPENSE TOTALS 521,850.00 8,687,433.00 9,209,283.00 291,672.11 .00 1,374,195.58 7,835,087.42 15% Grand Totals ($1,850.00) $1,850.00 $0.00 $265,743.26 $0.00 $1,737,541.24 ($1,737,541.24) Run by Veronica Perez on 09/09/2024 04:07:51 PM Page 2 of 2 Budget Performance Report Date Range 01/01/24 - 08/31/24 Include Rollup Account and Rollup to Base Pa g e 1 3 o f 4 3 Row Labels Sum of Accumulation Amount Accommodation and Food Services 33,764.18$ Administrative and Support and Waste Management and Remediation Services 11,685.46$ Agriculture, Forestry, Fishing and Hunting 315.79$ Arts, Entertainment, and Recreation 2,855.34$ Construction 118,964.42$ Educational Services 631.66$ Finance and Insurance 1,737.11$ Health Care and Social Assistance 413.86$ Information 8,252.02$ Management of Companies and Enterprises 22.07$ Manufacturing 10,446.94$ Mining 77.10$ Other Services (except Public Administration) 12,231.55$ Professional, Scientific, and Technical Services 5,680.72$ Public Administration 177.86$ Real Estate Rental and Leasing 13,253.56$ Retail Trade 198,907.75$ Transportation and Warehousing 8,256.82$ Utilities 163.03$ Wholesale Trade 38,119.84$ #N/A 8,088.17$ Grand Total 474,045.25$ Accumulation 474,045.25$ Pool 1,117.21$ Admin Fee (4,751.62)$ Distribution 470,410.84$ August 2024 Pasco Public Facilities District $33,764.18 $11,685.46 $315.79 $2,855.34 $118,964.42 $631.66 $1,737.11 $413.86 $8,252.02 $22.07 $10,446.94 $77.10 $12,231.55 $5,680.72 $177.86 $13,253.56 $198,907.75 $8,256.82 $163.03 $38,119.84 $8,088.17 Total Accommodation and Food Services Administrative and Support and Waste Management and Remediation ServicesAgriculture, Forestry, Fishing and Hunting Arts, Entertainment, and Recreation Construction Educational Services Finance and Insurance Health Care and Social Assistance Information Management of Companies and Enterprises Manufacturing Mining Other Services (except Public Administration) Professional, Scientific, and Technical Services Public Administration Real Estate Rental and Leasing Retail Trade Category NameSum of Accumulation Amount Page 14 of 43 FG DRAFT 9/10/24 FG: 102846118.5 PASCO PUBLIC FACILITIES DISTRICT RESOLUTION NO. 2024-09 A RESOLUTION of the Board of Directors of the Pasco Public Facilities District relating to contracting indebtedness; providing for the issuance, sale, and delivery of sales tax bonds to provide funds to pay or reimburse the payment of the cost of acquiring, constructing, and equipping an aquatic center, to fund a debt service reserve, and to pay costs of issuance and sale of the bonds; fixing certain terms and covenants of the bonds; and providing for other related matters. Passed September 17, 2024 This document prepared by: Foster Garvey PC 1111 Third Avenue, Suite 3000 Seattle, Washington 98101 (206) 447-4400 Page 15 of 43 FG: 102846118.5 TABLE OF CONTENTS* Page Section 1. Definitions............................................................................................................... 1 Section 2. Findings and Determinations .................................................................................. 5 Section 3. Authorization of Bonds ........................................................................................... 5 Section 4. Designated Representative ...................................................................................... 5 Section 5. Registrar; Registration and Transfer of Bonds ....................................................... 6 Section 6. Form and Execution of Bonds ................................................................................ 7 Section 7. Payment of Bonds ................................................................................................... 7 Section 8. Redemption and Prepayment Provisions; Purchase of Bonds ................................ 7 Section 9. Failure To Pay Bonds.............................................................................................. 9 Section 10. Funds and Accounts; Flow of Funds; Deposit of Bond Proceeds .......................... 9 Section 11. Security for Bonds ................................................................................................ 11 Section 12. Additional Bonds .................................................................................................. 12 Section 13. Tax Covenants. ..................................................................................................... 12 Section 14. Refunding or Defeasance of Bonds ...................................................................... 13 Section 15. Sale and Delivery of the Bonds ............................................................................ 13 Section 16. Official Statement; Continuing Disclosure ........................................................... 14 Section 17. Supplemental Resolutions ..................................................................................... 14 Section 18. General Authorization and Ratification ................................................................ 15 Section 19. Severability ........................................................................................................... 15 Section 20. Effective Date ....................................................................................................... 16 Exhibit A Parameters for Final Terms Exhibit B Form of Undertaking to Provide Continuing Disclosure * The cover page, table of contents and section headings of this resolution are for convenience of reference only, and shall not be used to resolve any question of interpretation of this resolution. Page 16 of 43 1 FG: 102846118.5 PASCO PUBLIC FACILITIES DISTRICT RESOLUTION NO. 2024-09 A RESOLUTION of the Board of Directors of the Pasco Public Facilities District relating to contracting indebtedness; providing for the issuance, sale, and delivery of sales tax bonds to provide funds to pay or reimburse the payment of the cost of acquiring, constructing, and equipping an aquatic center, to fund a debt service reserve, and to pay costs of issuance and sale of the bonds; fixing certain terms and covenants of the bonds; and providing for other related matters. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE PASCO PUBLIC FACILITIES DISTRICT AS FOLLOWS: Section 1. Definitions. As used in this resolution, the following capitalized terms shall have the following meanings: (a) “Additional Bond” means each bond issued after the Bonds that is payable from Sales Tax Revenue on a parity with the payment when due of principal of and interest on the Bonds. (b) “Annual Debt Service” means, as of the date of calculation, for any Parity Bonds for any fiscal year, all amounts scheduled to be paid in that fiscal year in respect of principal (whether upon maturity or pursuant to mandatory sinking fund redemption or prepayment) of and interest on the Parity Bonds, less any interest payable from the proceeds of the Parity Bonds in that fiscal year, less any Federal Direct Payments for the Parity Bonds expected to be received in that fiscal year. (c) “Authorized Denomination” means $5,000 or any integral multiple thereof within a maturity. (d) “Average Annual Debt Service” means, as of the date of calculation, for any Parity Bonds, the sum of the Annual Debt Service on those Parity Bonds for each fiscal year in which any of those Parity Bonds are scheduled to be outstanding, divided by the integral number of those fiscal years. (e) “Beneficial Owner” means, with respect to a Bond, the owner of any beneficial interest in the Bond, and includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares (i) voting power that includes the power to vote, or to direct the voting of, the Bond, and/or (ii) investment power that includes the power to dispose, or to direct the disposition of, the Bond. (f) “Board” means the governing body of the PFD, as duly and regularly constituted from time to time. (g) “Bond” means each bond issued by the PFD pursuant to and for the purposes provided in this resolution. Page 17 of 43 2 FG: 102846118.5 (h) “Bond Counsel” means the firm of Foster Garvey PC, its successor, or any other attorney or firm of attorneys selected by the PFD with a nationally recognized standing as bond counsel in the field of municipal finance. (i) “Bond Fund” means the fund of the PFD created pursuant to Section 10 for the purpose of paying the principal of and premium, if any, and interest on Parity Bonds. (j) “Bond Insurance” means any bond insurance, letter of credit, guaranty, surety bond, or similar credit enhancement device providing for or securing the payment of all or part of the principal of and interest on any Parity Bonds. (k) “Bond Purchase Agreement” means an offer to purchase one or more Bonds, setting forth the Final Terms of those Bonds, which offer is authorized to be accepted by the Designated Representative on behalf of the PFD, if consistent with the parameters set forth in Exhibit A, which is attached to this resolution and incorporated by this reference. (l) “Bond Register” means the books or records maintained by the Registrar for the purpose of identifying ownership of each Bond. (m) “Code” means the United States Internal Revenue Code of 1986, as amended, and applicable rules and regulations promulgated thereunder. (n) “Designated Representative” means the officer of the PFD appointed in Section 4 to serve as the designated representative of the PFD in accordance with RCW 39.46.040. (o) “DTC” means The Depository Trust Company, New York, New York, or its nominee. (p) “Executive Director” means the Executive Director of the PFD or such other officer of the PFD who succeeds to substantially all of the responsibilities of that office. (q) “Federal Direct Payment” means any tax credit payment the PFD is entitled to receive from the United States Treasury in respect of any Parity Bond designated by the PFD as a “build America bond,” “recovery zone economic development bond,” or other tax credit bond pursuant to the Code. (r) “Final Terms” means the terms and conditions for the issuance and sale of the Bonds, including the amount, date or dates, denominations, interest rate or rates (or mechanism for determining interest rate or rates), payment dates, final maturity, redemption or prepayment rights, price, and other terms or covenants. (s) “Fiscal Agent” means the fiscal agent of the State, as the same may be designated by the State Finance Committee from time to time. (t) “Government Obligations” means direct, noncallable obligations of the United States of America or obligations the payment of principal of and interest on which are unconditionally guaranteed by the United States of America. Page 18 of 43 3 FG: 102846118.5 (u) “Issue Date” means, with respect to a Bond, the date of initial issuance and sale of the Bond to the Purchaser in exchange for the purchase price of the Bond. (v) “Letter of Representations” means the Blanket Issuer Letter of Representations between the PFD and the Securities Depository, as it may be amended from time to time, and any successor or substitute letter relating to the operational procedures of the Securities Depository. (w) “Maximum Annual Debt Service” means, as of the date of calculation, for any Parity Bonds, the maximum Annual Debt Service on those Parity Bonds in any fiscal year during which any of those Parity Bonds are scheduled to remain outstanding. (x) “MSRB” means the Municipal Securities Rulemaking Board. (y) “Official Statement” means an offering document, disclosure document, private placement memorandum, or similar disclosure document provided to purchasers and potential purchasers in connection with the initial offering of the Bonds in conformance with Rule 15c2-12 or other applicable regulations of the SEC. (z) “Owner” means, without distinction, the Registered Owner and the Beneficial Owner. (aa) “Parity Bonds” means the Bonds and any Additional Bonds. (bb) “PFD” means the Pasco Public Facilities District, a public facilities district organized under the laws of the State, including chapter 35.57 RCW. (cc) “Principal and Interest Account” means the account of that name in the Bond Fund. (dd) “Project” means an aquatic center and related capital improvements, as deemed necessary and advisable by the PFD, including acquisition, construction, and installation of all necessary equipment, apparatus, accessories, fixtures, and appurtenances. Incidental costs incurred in connection with carrying out and accomplishing the Project, consistent with RCW 39.46.070, may be included as costs of the Project. (ee) “Project Fund” means the fund of the PFD created pursuant to Section 10 for the purpose of paying costs of the Project. (ff) “Purchaser” means the financial institution or other entity or group of entities selected by the Designated Representative (i) to serve as purchaser in a private placement or direct purchase of the Bonds or (ii) to serve as underwriter or initial purchaser in a negotiated sale of the Bonds. (gg) “Rating Agency” means any nationally recognized rating agency then maintaining a rating on the Bonds at the request of the PFD. (hh) “Record Date” means the Registrar’s close of business on the 15th day of the month preceding an interest payment date. With respect to redemption or prepayment of a Bond Page 19 of 43 4 FG: 102846118.5 prior to its maturity, “Record Date” means the Registrar’s close of business on the date on which the Registrar provides the notice of redemption or prepayment. (ii) “Registered Owner” means, with respect to a Bond, the person in whose name the Bond is registered on the Bond Register. For any Bond subject to a book-entry only system under the Letter of Representations, “Registered Owner” means the Securities Depository. (jj) “Registrar” means, with respect to each Bond, the Fiscal Agent or any other bond registrar selected by the PFD for the Bond. (kk) “Reserve Account” means the account of that name in the Bond Fund. (ll) “Reserve Requirement” means: (i) for the Bonds, the amount, if any, designated as such in the Bond Purchase Agreement, which amount shall not exceed, as of the date of calculation, the least of: (A) Maximum Annual Debt Service on all outstanding Parity Bonds secured by the Reserve Account; (B) 125% of Average Annual Debt Service on all outstanding Parity Bonds secured by the Reserve Account; and (C) 10% of the original proceeds of each series of outstanding Parity Bonds secured by the Reserve Account, reduced by the corresponding principal amount of any such series of Parity Bonds thereafter redeemed, prepaid, or defeased at the option of the PFD, in whole or in part; and (ii) for any Additional Bond, the amount, if any, designated pursuant to the resolution authorizing its issuance. (mm) “Reserve Security” means any bond insurance, letter of credit, guaranty, surety bond, or similar credit enhancement device providing for all or part of the Reserve Requirement that is issued by an institution that has been assigned a credit rating at the time of issuance in one of the three highest rating categories of a nationally recognized rating agency (without regard to numeric or symbolic gradations within a rating category). (nn) “Rule 15c2-12” means Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934, as amended. (oo) “Sales and Use Tax” means the sales and use tax imposed by the PFD at the rate of 0.2% pursuant to RCW 82.14.048 and approved by the voters of the PFD at an election held on April 26, 2022. (pp) “Sales Tax Revenue” means the proceeds of the Sales and Use Tax distributed to the PFD by the State treasurer pursuant to RCW 82.14.060. (qq) “SEC” means the United States Securities and Exchange Commission. (rr) “Securities Depository” means DTC, any successor thereto, any substitute securities depository selected by the PFD that is qualified under applicable laws and regulations to provide the services proposed to be provided by it, or the nominee of any of the foregoing. Page 20 of 43 5 FG: 102846118.5 (ss) “State” means the State of Washington. (tt) “Tax-Exempt” means, with respect to a Bond, that interest on the Bond is intended, as of the Issue Date, to be excluded from gross income for federal income tax purposes. (uu) “Term Bond” means each Bond subject to mandatory sinking fund redemption or prepayment and designated as a Term Bond in the Bond Purchase Agreement. (vv) “Undertaking” means the undertaking to provide continuing disclosure entered into pursuant to Section 16. Section 2. Findings and Determinations. The Board takes note of the following facts and makes the following findings and determinations: (a) Pursuant to applicable law, including chapter 35.57 RCW, the PFD is authorized to carry out the Project. (b) It is in the best interests of the PFD and its taxpayers to carry out the Project. The estimated cost of carrying out the Project is $47 million, and the PFD does not have available sufficient funds to pay the cost of carrying out the Project. Pursuant to applicable law, including chapters 35.57, 39.36, 39.44, and 39.46 RCW, the PFD is authorized to issue bonds payable from Sales Tax Revenue to pay the cost of carrying out the Project, to fund the Reserve Requirement, and to pay costs of issuance and sale of the Bonds. (c) The assessed valuation of the taxable property within the PFD as ascertained by the last preceding assessment for collection in calendar year 2024 is $12,331,147,293. The PFD has no indebtedness outstanding. The maximum amount of indebtedness authorized by this resolution, specified in Exhibit A, is within the amount permitted to be issued by the PFD without voter approval, namely, 0.50% of the value of the taxable property in the PFD, or $61,655,736. (d) For the purpose of providing the funds necessary to carry out the Project, to fund the Reserve Account, and to pay costs of issuance and sale of the Bonds, it is in the best interests of the PFD and its taxpayers to issue and sell the Bonds to the Purchaser, pursuant to the terms set forth in the Bond Purchase Agreement as approved by the Designated Representative consistent with this resolution. Section 3. Authorization of Bonds. The PFD is authorized to borrow money and issue the Bonds in one or more series to provide funds necessary to carry out the Project, to fund the Reserve Requirement, and to pay costs of issuance and sale of the Bonds. Section 4. Designated Representative. The Executive Director is appointed as the Designated Representative and is authorized and directed to conduct the issuance and sale of the Bonds in the manner and upon the terms deemed most advantageous to the PFD, and to approve the Final Terms of the Bonds, with such additional terms and covenants as the Designated Representative deems advisable, consistent with the parameters set forth in Exhibit A. Page 21 of 43 6 FG: 102846118.5 Section 5. Registrar; Registration and Transfer of Bonds. (a) Registration of Bonds. Each Bond shall be issued only in registered form as to both principal and interest and the ownership of each Bond shall be recorded on the Bond Register. (b) Registrar; Duties. The Fiscal Agent is appointed as initial Registrar. The Registrar shall keep, or cause to be kept, sufficient books for the registration and transfer of the Bonds, which shall be open to inspection by the PFD at all reasonable times. The Registrar is authorized, on behalf of the PFD, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds and this resolution, to serve as the paying agent for the Bonds, and to carry out all of the Registrar’s powers and duties under this resolution. The Registrar shall be responsible for its representations contained in the Certificate of Authentication on each Bond. The Registrar may become an Owner with the same rights it would have if it were not the Registrar and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as members of, or in any other capacity with respect to, any committee formed to protect the rights of Owners. (c) Bond Register; Transfer and Exchange. The Bond Register shall contain the name and mailing address of each Registered Owner and the principal amount and number of each Bond held by each Registered Owner. A Bond surrendered to the Registrar may be exchanged for a Bond or Bonds in any Authorized Denomination of an equal aggregate principal amount and of the same maturity and interest rate. A Bond may be transferred only if endorsed in the manner provided thereon and surrendered to the Registrar. Any exchange or transfer shall be without cost to the Owner or transferee. The Registrar shall not be obligated to exchange any Bond or transfer registered ownership during the period between the applicable Record Date and the maturity date or date fixed for redemption or prepayment. (d) Securities Depository; Book-Entry Only Form. DTC is appointed as initial Securities Depository, and each Bond initially shall be registered in the name of Cede & Co., as the nominee of DTC. Each Bond registered in the name of the Securities Depository shall be held fully immobilized in book-entry only form by the Securities Depository in accordance with the provisions of the Letter of Representations. Registered ownership of any Bond registered in the name of the Securities Depository may not be transferred except: (i) to any successor Securities Depository; (ii) to any substitute Securities Depository appointed by the PFD; or (iii) to any person as provided in this resolution if the Bond is no longer to be held in book-entry only form. Upon the resignation of the Securities Depository, or upon a termination of the services of the Securities Depository by the PFD, the PFD may appoint a substitute Securities Depository. If (i) the Securities Depository resigns and the PFD does not appoint a substitute Securities Depository, or (ii) the PFD terminates the services of the Securities Depository, the Bonds no longer shall be held in book-entry only form and the registered ownership of each Bond may be transferred to any person as provided in this resolution. Neither the PFD nor the Registrar shall have any obligation to participants of any Securities Depository or the persons for whom they act as nominees regarding accuracy of any records maintained by the Securities Depository or its participants. Neither the PFD nor the Registrar shall be responsible for any notice that is permitted or required to be given to the Registered Owner of a Bond registered in the name of the Securities Depository except such notice as is required to be given by the Registrar to the Securities Depository. Page 22 of 43 7 FG: 102846118.5 (e) Letter of Representations. To induce the Securities Depository to accept the Bonds as eligible for deposit, the PFD approves the Letter of Representations. The Designated Representative is authorized to execute the Letter of Representations, on behalf of the PFD, and to deliver it to the Securities Depository on or before the Issue Date. Section 6. Form and Execution of Bonds. (a) Form of Bonds; Signatures. Each Bond shall be prepared in a form consistent with the provisions of this resolution and State law. Each Bond shall be signed by the President and Secretary/Treasurer of the Board, either or both of whose signatures may be manual or in facsimile. If any officer whose manual or facsimile signature appears on a Bond ceases to be an officer of the PFD authorized to sign bonds before the Bond bearing the manual or facsimile signature of the officer is authenticated by the Registrar, or issued or delivered by the PFD, the Bond nevertheless may be authenticated, issued, and delivered and, when authenticated, issued, and delivered, shall be as binding on the PFD as though the person had continued to be an officer of the PFD authorized to sign bonds. Any Bond also may be signed on behalf of the PFD by any person who, on the actual date of signing of the Bond, is an officer of the PFD authorized to sign bonds, although the officer did not hold the required office on the Issue Date. (b) Authentication. Only a Bond bearing a Certificate of Authentication in substantially the following form, manually signed by the Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this resolution: “Certificate of Authentication. This Bond is one of the fully registered Pasco Public Facilities District Sales Tax Bonds, described in Resolution No. _____ of the Pasco Public Facilities District.” The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been duly executed, authenticated, and delivered and is entitled to the benefits of this resolution. Section 7. Payment of Bonds. Principal of and premium, if any, and interest on each Bond shall be payable in lawful money of the United States of America. Principal of and premium, if any, and interest on each Bond registered in the name of the Securities Depository are payable in the manner set forth in the Letter of Representations. Principal of and premium, if any, and interest on each Bond not registered in the name of the Securities Depository are payable by electronic transfer on the payment date, or by check or draft of the Registrar mailed on the payment date to the Registered Owner at the address appearing on the Bond Register on the Record Date. The PFD is not required to make electronic transfers except at the sole expense of the Registered Owner and pursuant to a request by a Registered Owner in writing received on or prior to the Record Date. The final installment of principal of each Bond not registered in the name of the Securities Depository is payable only upon presentation and surrender of the Bond by the Registered Owner to the Registrar. The Bonds are not subject to acceleration under any circumstances. Section 8. Redemption and Prepayment Provisions; Purchase of Bonds. (a) Optional Redemption or Prepayment. The Bonds shall be subject to redemption or prepayment at the option of the PFD on terms acceptable to the Designated Representative, as set forth in the Bond Purchase Agreement, consistent with the parameters set forth in Exhibit A. Page 23 of 43 8 FG: 102846118.5 (b) Mandatory Redemption or Prepayment. Each Bond that is designated as a Term Bond in the Bond Purchase Agreement, consistent with the parameters set forth in Exhibit A and except as set forth below, shall be called for redemption or prepayment at a price equal to the stated principal amount to be redeemed or prepaid, plus accrued interest, on the dates and in the amounts set forth in the Bond Purchase Agreement. If a Term Bond is redeemed or prepaid under the optional redemption or prepayment provisions, defeased, or purchased by the PFD and surrendered for cancellation, the stated principal amount of the Term Bond so redeemed, prepaid, defeased, or purchased (irrespective of its actual redemption, prepayment, or purchase price) shall be credited against one or more scheduled mandatory redemption or prepayment installments for the Term Bond. The PFD shall determine the manner in which the credit is to be allocated and shall notify the Registrar in writing of its allocation prior to the earliest mandatory redemption or prepayment date for the Term Bond for which notice of redemption or prepayment has not already been given. (c) Selection of Bonds for Redemption or Prepayment; Partial Redemption or Prepayment. If fewer than all of the outstanding Bonds are to be redeemed or prepaid at the option of the PFD, the PFD shall select the maturities to be redeemed or prepaid. If fewer than all of the outstanding Bonds of a maturity are to be redeemed or prepaid: (i) the Bond Purchase Agreement shall specify whether partial redemption or prepayment of Bonds is to be determined pro rata or randomly; (ii) the Registrar shall instruct the Securities Depository to select Bonds registered in the name of the Securities Depository in accordance with the provisions of the Bond Purchase Agreement and the Letter of Representations; and (iii) the Registrar shall select all other Bonds in accordance with the provisions of the Bond Purchase Agreement in such manner as the Registrar shall determine. All or a portion of the principal amount of any Bond that is to be redeemed or prepaid may be redeemed or prepaid in any Authorized Denomination. If less than all of the outstanding principal amount of any Bond is redeemed or prepaid, upon surrender of the Bond to the Registrar, there shall be issued to the Registered Owner, without charge, a new Bond (or Bonds, at the option of the Registered Owner) of the same maturity and interest rate in any Authorized Denomination in the aggregate principal amount to remain outstanding. (d) Notice of Redemption or Prepayment. Notice of redemption or prepayment of each Bond registered in the name of the Securities Depository shall be given in accordance with the Letter of Representations. Notice of redemption or prepayment of each other Bond, unless waived by the Registered Owner, shall be given by the Registrar not less than 20 nor more than 60 days prior to the date fixed for redemption or prepayment by first-class mail, postage prepaid, to the Registered Owner at the address appearing on the Bond Register on the Record Date. The requirements of the preceding sentence shall be satisfied when notice has been mailed as so provided, whether or not it is actually received by an Owner. In addition, the redemption or prepayment notice shall be mailed or sent electronically within the same period to the MSRB (if required under the Undertaking), to each Rating Agency, and to such other persons and with such additional information as the Executive Director shall determine, but these additional mailings shall not be a condition precedent to the redemption or prepayment of any Bond. (e) Rescission of Optional Redemption or Prepayment Notice. In the case of an optional redemption or prepayment, notice of redemption or prepayment that has not been given irrevocably may state that the PFD retains the right to rescind the redemption or prepayment notice and the redemption or prepayment by giving a notice of rescission to the affected Registered Owners at any time on or prior to the date fixed for redemption or prepayment. Any notice of Page 24 of 43 9 FG: 102846118.5 optional redemption or prepayment that is not irrevocable and is so rescinded shall be of no effect, such rescission shall not constitute a default under this resolution, and each Bond for which notice of optional redemption or prepayment has been so rescinded shall remain outstanding. (f) Effect of Redemption or Prepayment Notice. Interest on each Bond duly called for redemption or prepayment shall cease to accrue on the date fixed for redemption or prepayment, unless either the notice of optional redemption or prepayment is duly rescinded, or money sufficient to effect such redemption or prepayment is not on deposit in the Bond Fund or in a trust account established to refund or defease the Bond. (g) Purchase of Bonds. The PFD reserves the right to purchase any or all of the Bonds offered to the PFD or in the open market at any time at any price acceptable to the PFD plus accrued interest to the date of purchase. Section 9. Failure To Pay Bonds. If the principal of any Bond is not paid when the Bond is properly presented at its maturity or date fixed for redemption or prepayment, the PFD shall be obligated to pay, but only from the sources pledged by this resolution, interest on the Bond at the same rate provided in the Bond from and after its maturity or date fixed for redemption or prepayment until the Bond, both principal and interest, is paid in full or until sufficient money for its payment in full is on deposit in the Bond Fund or in a trust account established to refund or defease the Bond, and the Bond has been called for payment by giving notice of the call to the Registered Owner. Section 10. Funds and Accounts; Flow of Funds; Deposit of Bond Proceeds. (a) Bond Fund. The Bond Fund is established and shall be held and administered by the PFD for the sole purpose of paying when due principal of and premium, if any, and interest on the Parity Bonds. The Bond Fund shall consist of the Principal and Interest Account and the Reserve Account. (b) Project Fund. The Project Fund is established and shall be held and administered by the PFD for, among other purposes, paying the costs of the Project. Until needed to pay such costs, the PFD may invest money in the Project Fund in any legal investment, and the investment earnings may be used to carry out the Project or for use in accordance with subsection (c) of this Section. After completion of the Project, any money remaining in the Project Fund shall be transferred to the Principal and Interest Account and used to pay principal of or premium, if any, or interest on the Bonds. (c) Flow of Funds. The PFD shall pay, or cause to be paid, into the Bond Fund, as promptly as practicable after receipt thereof, all Sales Tax Revenue. The PFD shall apply Sales Tax Revenue each month in the following order of priority: First, to pay into the Principal and Interest Account: (i) the amount, taking into account other money then on deposit therein, that if multiplied by the number of remaining monthly payments to be made before the next interest payment date for the Parity Bonds, equals the amount of interest on the Parity Bonds then payable; (ii) the amount, taking into account other money then on deposit therein, that if multiplied by the number of remaining monthly payments to be made before the next principal payment date for the Parity Bonds, Page 25 of 43 10 FG: 102846118.5 equals the amount of principal of the Parity Bonds then payable; and (iii) the amount, if any, then due under any reimbursement agreement entered into in connection with Bond Insurance; Second, (i) to pay into the Reserve Account the amount, if any, required to make the balance therein equal to the Reserve Requirement in accordance with the provisions of subsection (e) of this Section; and (ii) to pay any amount then due under any reimbursement agreement entered into in connection with a Reserve Security; provided, that if there is not sufficient money to make all such payments under reimbursement agreements, payments will be made to the providers on a pro rata basis; and Third, for transfer to any other fund or account of the PFD, to be used for any lawful purpose of the PFD, in any priority that the PFD may establish within this order of priority. (d) Principal and Interest Account. The PFD shall deposit all Federal Direct Payments into the Principal and Interest Account promptly upon receipt and shall transfer to the Registrar from the Principal and Interest Account money in the amounts and on the dates required for the Registrar to pay when due the principal of and premium, if any, and interest on the Parity Bonds. (e) Reserve Account. Except as otherwise expressly provided in this resolution, the amount in the Reserve Account shall be maintained at the Reserve Requirement at all times. If there is a deficiency in the Principal and Interest Account to pay when due the principal of or premium, if any, or interest on any Parity Bond secured by the Reserve Account, the deficiency shall be made up from the Reserve Account first, by the withdrawal of money therefrom and second, by pro rata draws on each Reserve Security. The PFD may provide for all or any part of the Reserve Requirement through one or more Reserve Securities, and the amount available to be drawn under any Reserve Security shall be credited against the Reserve Requirement. Any deficiency in the Reserve Account resulting from a withdrawal or draw shall be made up within twelve months in approximately equal monthly installments in accordance with subsection (c) of this Section, first, to reinstate each Reserve Security, pro rata, and second, to make up any remaining deficiency. The PFD shall value the Reserve Account at least once each fiscal year, and may value the Reserve Account more frequently, including upon issuance, redemption, prepayment, or defeasance of Parity Bonds and upon crediting any Reserve Security to the Reserve Accoun t. In valuing the Reserve Account, each Reserve Security shall be valued at the amount available to be drawn thereon, and all other investments shall be valued at market. Any excess in the Reserve Account resulting from a valuation may be withdrawn from the Reserve Account and credited to the Principal and Interest Account or used in accordance with subsection (c) of this Section. Any deficiency in the Reserve Account resulting from a valuation shall be made up within six months in approximately equal monthly installments in accordance with subsection (c) of this Section. The PFD may establish one or more separate subaccounts in the Reserve Account for any or all Parity Bonds, and money in a subaccount in the Reserve Account or any Reserve Page 26 of 43 11 FG: 102846118.5 Security credited to a subaccount in the Reserve Account shall be used only to pay principal of and premium, if any, and interest on the Parity Bonds secured by the subaccount in the Reserve Account. The money in the Reserve Account may be used to pay principal of and premium, if any, and interest on the last outstanding Parity Bonds secured by the Reserve Account. (f) Investments. Money in the Bond Fund may be held uninvested or invested in legal investments. Earnings from investments in the Principal and Interest Account shall be retained therein. Earnings from investments in the Reserve Account shall be retained therein until the amount therein is equal to the Reserve Requirement and thereafter shall be credited to the Principal and Interest Account. Notwithstanding any other provision of this Section, any investment earnings that are subject to a federal tax or rebate requirement may be withdrawn from the Bond Fund for deposit in a separate fund or account and used for that purpose. (g) Purchase, Redemption, Prepayment, or Defeasance of Parity Bonds. The PFD may provide for the purchase, redemption, prepayment, or defeasance of Parity Bonds by the use of money on deposit in any account in the Bond Fund so long as there is no deficiency in any account in the Bond Fund for the Parity Bonds that remain outstanding. (h) Deposit of Bond Proceeds. On the Issue Date, the PFD shall deposit proceeds received from the sale and delivery of the Bonds as follows: (i) into the Reserve Account, the amount, if any, required to satisfy the Reserve Requirement; and (ii) into the Project Fund, the remaining proceeds, to pay costs of the Project and costs of issuance and sale of the Bonds. Section 11. Security for Bonds. The Bonds are special, limited obligations of the PFD payable from and secured solely by Sales Tax Revenue and amounts, if any, in the Principal and Interest Account and, if applicable, in the Reserve Account. The PFD hereby pledges to the payment when due of the principal of and interest on the Bonds all Sales Tax Revenue, subject to application in accordance with the provisions of this resolution, and amounts, amounts, if any, in the Principal and Interest Account and, if applicable, in the Reserve Account. The PFD shall impose the Sales and Use Tax at a rate of not less than 0.2% and shall provide for the continued collection of the Sales and Use Tax. The PFD may, but is not required to, pledge additional revenues to the payment of the Bonds. Prior to the commencement of each fiscal year, the Board shall adopt a budget appropriating sufficient money to pay the principal of and interest on the Parity Bonds scheduled to be paid in the fiscal year plus any deposit into the Reserve Account required to be made in the fiscal year. The full faith and credit of the PFD, Franklin County, the State, or any other political subdivision of the State are not pledged to the payment of the Bonds. The Bonds do not constitute a debt or obligation of Franklin County, the State, or any political subdivision of the State other than the PFD. The PFD is organized pursuant to RCW 35.57.010 and City of Pasco Ordinance No. 3558 (the “Formation Ordinance”). The Formation Ordinance provides as follows: “All liabilities incurred by the PFD shall be satisfied exclusively from the assets, credit, and properties of the PFD, and no creditor or other person shall have any right of Page 27 of 43 12 FG: 102846118.5 action against or recourse to the City of Pasco, its assets, credit, or services, on account of any debts, obligations, liabilities, or acts or omissions of the PFD.” Section 12. Additional Bonds. The PFD shall not issue any bonds or incur any other obligation payable from Sales Tax Revenue prior or superior to the payment when due of principal of and interest on the Bonds. The PFD may issue Additional Bonds from time to time in one or more series for any lawful purpose of the PFD that are payable from Sales Tax Revenue on a parity with the payment when due of principal of and interest on the Bonds subject to the following conditions: (a) the PFD is not in default under this resolution or any resolution authorizing the issuance of Additional Bonds then outstanding; (b) the principal of and premium, if any, and interest on the Additional Bonds shall be payable out of the Bond Fund; (c) upon the issuance of the Additional Bonds, the balance in the Reserve Account will be equal to the Reserve Requirement; and (d) there is on file with the Secretary/Treasurer of the Board a certificate of the Executive Director stating that: (i) the amount of Sales Tax Revenue for a period of 12 consecutive months within the 30 consecutive months preceding the date of issuance and delivery of the Additional Bonds is not less than (A) 1.50 times Maximum Annual Debt Service on all Parity Bonds for the current fiscal year and each future fiscal year in which any Parity Bond is scheduled to be outstanding plus (B) any required deposit into the Reserve Account; or (ii) the Additional Bonds are being issued for the purpose of refunding outstanding Parity Bonds and, after taking into account the issuance of such Additional Bonds and the refunding of such Parity Bonds, the Annual Debt Service for the current fiscal year and each future fiscal year in which any Parity Bond is scheduled to be outstanding will not increase by more than $5,000 in any such fiscal year; or (iii) the Additional Bonds are being issued for the purpose of completing the Project, upon issuance of the Additional Bonds the PFD will have sufficient money to complete the Project, and the aggregate principal amount of Additional Bonds issued pursuant to this clause does not exceed $3,000,000. Nothing in this resolution shall prevent the PFD from issuing bonds or incurring other obligations payable from Sales Tax Revenue in the third order of priority established under Section 9(d), so long as such bonds or obligations are not subject to acceleration. Section 13. Tax Covenants. (a) Preservation of Tax Exemption for Interest on Tax-Exempt Bonds. The PFD will take all actions necessary to prevent interest on the Tax-Exempt Bonds from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit any use of proceeds of the Bonds or other funds of the PFD treated as proceeds of the Bonds that will cause interest on the Tax-Exempt Bonds to be included in gross income for federal income tax purposes. The PFD will, to the extent the arbitrage rebate requirements of section 148 of the Code are applicable to the Tax-Exempt Bonds, take all actions necessary to comply (or to be treated as having complied) with those requirements in connection with the Tax-Exempt Bonds. Page 28 of 43 13 FG: 102846118.5 (b) Post-Issuance Compliance. The Designated Representative is authorized and directed to review, update, and implement written procedures to facilitate compliance by the PFD with the covenants in this Section and the applicable requirements of the Code that must be satisfied after the Issue Date to prevent interest on the Tax-Exempt Bonds from being included in gross income for federal tax purposes. Section 14. Refunding or Defeasance of Bonds. The PFD may issue refunding bonds pursuant to State law or use money available from any other lawful source to carry out a refunding or defeasance plan, which may include (a) paying when due the principal of and interest on any or all of the Bonds (the “defeased Bonds”); (b) redeeming or prepaying the defeased Bonds prior to their maturity; and (c) paying the costs of the refunding or defeasance. If the PFD sets aside in a special trust fund or escrow account irrevocably pledged to that redemption, prepayment, or defeasance (the “trust account”), money and/or Government Obligations maturing at a time or times and bearing interest in amounts sufficient to redeem, prepay, refund, or defease the defeased Bonds in accordance with their terms, then all right and interest of the Owners of the defeased Bonds in the covenants of this resolution and in the funds and accounts obligated to the payment of the defeased Bonds shall cease and become void. Thereafter, the Registered Owners of defeased Bonds shall have the right to receive payment of the principal of and interest on the defeased Bonds solely from the trust account and the defeased Bonds shall be deemed no longer outstanding. In that event, the PFD may apply money remaining in any fund or account (other than the trust account) established for the payment, redemption, or prepayment of the defeased Bonds to any lawful purpose. Unless otherwise specified by the PFD in a refunding or defeasance plan, notice of refunding or defeasance shall be given, and selection of Bonds for any partial refunding or defeasance shall be conducted, in the manner prescribed in this resolution for the redemption or prepayment of Bonds. Section 15. Sale and Delivery of the Bonds. The Designated Representative is authorized to sell the Bonds by negotiated sale, private placement, or direct purchase, based on the assessment of the Designated Representative of market conditions, in consultation with appropriate PFD officials and staff, Bond Counsel, and other advisors. In determining the method of sale of the Bonds and accepting the Final Terms, the Designated Representative shall take into account those factors that, in the judgment of the Designated Representative, may be expected to result in the lowest true interest cost to the PFD. The Designated Representative is authorized and directed to execute and deliver agreements with such advisors as the Designated Representative deems to be in the best interests of the PFD in selling the Bonds, including engaging municipal advisors, Bond Counsel, underwriters, Registrars, Rating Agencies, printers, and electronic distribution platforms. The Board ratifies and confirms the execution and delivery of any such agreement prior to the effective date of this resolution in furtherance of the purposes described in this resolution and not inconsistent with the terms of this resolution. The Designated Representative shall select one or more Purchasers with which to negotiate the sale. The Bond Purchase Agreement for the Bonds shall set forth the Final Terms. The Designated Representative is authorized to execute the Bond Purchase Agreement on behalf of the PFD, so long as the Final Terms provided therein are consistent with the parameters set forth in Exhibit A. The Bonds shall be prepared at the expense of the PFD and shall be delivered to the Purchaser in accordance with Page 29 of 43 14 FG: 102846118.5 the Bond Purchase Agreement, together with the approving legal opinion of Bond Counsel regarding the Bonds. Section 16. Official Statement; Continuing Disclosure. (a) Preliminary Official Statement. The Designated Representative shall review and, if acceptable to the Designated Representative, approve the preliminary Official Statement prepared in connection with the sale of the Bonds to the public or through a Purchaser. For the sole purpose of the Purchaser’s compliance with paragraph (b)(1) of Rule 15c2-12, if applicable, the Designated Representative is authorized to deem the preliminary Official Statement final as of its date, except for the omission of information permitted to be omitted by Rule 15c2-12. The PFD approves the distribution to potential purchasers of the Bonds of a preliminary Official Statement that has approved by the Designated Representative and been deemed final, if applicable, in accordance with this subsection. (b) Final Official Statement. The PFD approves the preparation of a final Official Statement prepared in connection with the sale of the Bonds to the public or through a Purchaser, in the form of the preliminary Official Statement that has been approved and deemed final, if applicable, in accordance with subsection (a) of this Section, with such modifications and amendments as the Designated Representative deems necessary or desirable, and further authorizes the Designated Representative to execute and deliver the final Official Statement to the Purchaser if required under Rule 15c2-12 or the Bond Purchase Agreement. The PFD authorizes and approves the distribution by the Purchaser of the final Official Statement so executed and delivered to purchasers and potential purchasers of the Bonds. (c) Undertaking to Provide Continuing Disclosure. If necessary to meet the requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to the Purchaser acting as a participating underwriter for the Bonds, the Designated Representative is authorized to execute a written undertaking to provide continuing disclosure for the benefit of holders of the Bonds. The Designated Representative is authorized to review, update, and implement written procedures to facilitate compliance by the PFD with the provisions of this Section and the applicable requirements of the Undertaking and Rule 15c2-12. Section 17. Supplemental Resolutions. (a) This resolution shall not be amended or supplemented in any respect subsequent to the issuance of the Bonds, except as provided in and in accordance with and subject to the provisions of this Section. (b) The PFD, from time to time, and at any time, without the consent of or notice to the Owners, may pass supplemental resolutions as follows: (i) To cure any formal defect, omission, inconsistency, or ambiguity in this resolution in a manner not materially adverse to the interests of registered owners of the Parity Bonds; (ii) To grant, confer, or impose upon the Registrar (with its consent) for the benefit of the Registered Owners any additional rights, remedies, powers, authority, security, Page 30 of 43 15 FG: 102846118.5 liabilities, or duties that may lawfully be granted, conferred, or imposed and that are not contrary to or inconsistent with this resolution as theretofore in effect; (iii) To add to the covenants and agreements of, and limitations and restrictions upon, the PFD in this resolution, other covenants, agreements, limitations, and restrictions to be observed by the PFD that are not contrary or inconsistent with this resolution as theretofore in effect; (iv) To confirm, as further assurance, any pledge under, and the subjection to any claim, lien, or pledge created or to be created by this resolution of any other money, securities, or funds; (v) To amend or supplement this resolution in any other respect that is not materially adverse to the interests of the registered owners of the Parity Bonds; (vi) Because of change in federal law or rulings, to maintain the exclusion from gross income of the interest on the Tax-Exempt Bonds from federal income taxation; and (vii) To add to the covenants and agreements of, and limitations and restrictions upon, the PFD in this resolution, other covenants, agreements, limitations and restrictions to be observed by the PFD in connection with the acquisition of Bond Insurance or any Reserve Security and which are not materially adverse to the interests of registered owners of the Parity Bonds. Section 18. General Authorization and Ratification. This resolution may be executed in tangible medium, manual, facsimile, or electronic form under any security procedure or platform, and notwithstanding any other resolution, rule, policy, or procedure of the PFD, or in any other manner evidencing its passage. The President and Secretary/Treasurer of the Board, the Executive Director, their respective designees, and each other appropriate officer of the PFD are each individually authorized to take such actions and to create, accept, execute, send, use, and rely upon such tangible medium, manual, facsimile, or electronic documents, records, and signatures under any security procedure or platform, and notwithstanding any other resolution, rule, policy, or procedure of the PFD, as in their judgment may be necessary or desirable to carry out the terms of and transactions contemplated by this resolution and the Bond Purchase Agreement, including everything necessary for the prompt delivery of the Bonds to the Purchaser thereof and for the proper application, use, and investment of the proceeds of the Bonds. All actions taken prior to the effective date of this resolution in furtherance of the purposes described in this resolution and not inconsistent with the terms of this resolution are ratified and confirmed in all respects. Section 19. Severability. The provisions of this resolution are declared to be separate and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal periods having run, finds any provision of this resolution to be invalid or unenforceable as to any person or circumstance, such offending provision shall, if feasible, be deemed to be modified to be within the limits of enforceability or validity. If the offending provision cannot be so modified, it shall be null and void with respect to the particular person or circumstance, and all other provisions of this resolution in all other respects, and the offending provision with respect to all other persons and all other circumstances, shall remain valid and enforceable. Page 31 of 43 16 FG: 102846118.5 Section 20. Effective Date. This resolution shall take effect and be in force immediately upon its passage. PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington, this _____ day of _______________, 2024. PASCO PUBLIC FACILITIES DISTRICT Mark Morrissette, Board President ATTEST: APPROVED AS TO FORM: Caroline Bowdish, Board Secretary/Treasurer Foster Garvey PC Pasco Public Facilities District Bond Counsel Page 32 of 43 Exhibit A A-1 FG: 102846118.5 PARAMETERS FOR FINAL TERMS (a) Principal Amount. The Bonds may be issued in one or more series and shall not exceed the aggregate principal amount of $52,000,000. (b) Date. Each Bond shall be dated the Issue Date, which date may not be later than one year after the effective date of this resolution. (c) Denominations, Name. The Bonds shall be issued in Authorized Denominations and shall be numbered separately in the manner and shall bear any name and additional designation as deemed necessary or appropriate by the Designated Representative. (d) Interest Rates. Each Bond shall bear interest at a fixed rate per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) from the Issue Date or from the most recent date to which interest has been paid or duly provided for, whichever is later. One or more rates of interest may be fixed for the Bonds. No rate of interest for any Bond may exceed 7.00%, and the true interest cost to the PFD for the Bonds may not exceed 5.50%. (e) Payment Dates. Interest shall be payable at fixed rates on dates acceptable to the Designated Representative, commencing no later than one year following the Issue Date. Principal payments shall commence on a date acceptable to the Designated Representative and shall be payable at maturity or in mandatory redemption or prepayment installments annually thereafter, on dates acceptable to the Designated Representative. (f) Final Maturity. The Bonds shall mature no later than the date that is 31 years after the Issue Date. Page 33 of 43 A-2 FG: 102846118.5 (g) Redemption and Prepayment Rights. (i) Optional Redemption or Prepayment. Any Bond may be designated as being (A) subject to redemption or prepayment at the option of the PFD prior to its maturity date on the dates and at the prices set forth in the Bond Purchase Agreement; or (B) not subject to redemption or prepayment at the option of the PFD prior to its maturity date. If a Tax-Exempt Bond is subject to optional redemption or prepayment prior to its maturity, it must be subject to such redemption or prepayment on one or more dates occurring not more than 10½ years after the Issue Date. (2) Mandatory Redemption or Prepayment. Any Bond may be designated as a Term Bond, subject to mandatory redemption or prepayment prior to its maturity on the dates and in the amounts set forth in the Bond Purchase Agreement. (h) Price. The purchase price for the Bonds may not be less than 95% or more than 130% of the stated principal amount of the Bonds. (i) Other Terms and Conditions. (i) The Bonds may not be issued if their issuance would cause the indebtedness of the PFD to exceed the legal debt capacity of the PFD on the Issue Date. (ii) Credit Enhancement. The Designated Representative may determine whether it is in the best interests of the PFD to provide for Bond Insurance or one or more Reserve Securities and may accept such additional terms, conditions, and covenants and execute and deliver such agreements in connection therewith as the Designated Representative may determine are in the best interests of the PFD, consistent with this resolution. (iii)Tax Status. The Designated Representative shall determine whether or not the Bonds are to be Tax-Exempt. (iv) Reserve Requirement. The Designated Representative shall determine the Reserve Requirement for the Bonds. Page 34 of 43 Exhibit B B-1 FG: 102846118.5 [Form of] UNDERTAKING TO PROVIDE CONTINUING DISCLOSURE PASCO PUBLIC FACILITIES DISTRICT (FRANKLIN COUNTY, WASHINGTON) SALES TAX BONDS, 2024 The Pasco Public Facilities District (the “PFD”) makes the following written Undertaking for the benefit of holders of the above-referenced bonds (the “Bonds”), for the sole purpose of assisting the Purchaser in meeting the requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to a participating underwriter for the Bonds. Capitalized terms used but not defined in this Undertaking shall have the meanings given in Resolution No. _____ of the PFD (the “Bond Resolution”). (a) Undertaking to Provide Annual Financial Information and Notice of Listed Events. The PFD undertakes to provide or cause to be provided, either directly or through a designated agent, to the MSRB, in an electronic format as prescribed by the MSRB, accompanied by identifying information as prescribed by the MSRB: (i) Annual financial information and operating data of the type included in the final official statement for the Bonds, as described in paragraph (b)(i) (“annual financial information”); (ii) Timely notice (not in excess of 10 business days after the occurrence of the event) of the occurrence of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701 – TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of holders of the Bonds, if material; (8) Bond calls (other than scheduled mandatory redemptions of Term Bonds), if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the PFD, as such “Bankruptcy Events” are defined in Rule 15c2-12; (13) the consummation of a merger, consolidation, or acquisition involving the PFD or the sale of all or substantially all of the assets of the PFD other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) incurrence of a financial obligation of the PFD or obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the PFD or obligated Page 35 of 43 B-2 FG: 102846118.5 person, any of which affect Bond holders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the financial obligation of the PFD or obligated person, any of which reflect financial difficulties. The term “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “financial obligation” does not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Rule 15c2-12. (iii) Timely notice of a failure by the PFD to provide required annual financial information described in paragraph (b)(i) on or before the date specified in paragraph (b)(ii). (b) Type of Annual Financial Information Undertaken to be Provided. The annual financial information that the PFD undertakes to provide in paragraph (a): (i) Shall consist of (1) annual financial statements prepared (except as noted in the financial statements) in accordance with applicable generally accepted accounting principles applicable to local governmental units of the State such as the PFD, as such principles may be changed from time to time; (2) principal amount of bonds secured by Sales Tax Revenue outstanding at the end of the applicable fiscal year; (3) Sales Tax Revenue for that fiscal year; (4) debt service coverage on Parity Bonds for that fiscal year; and (5) Sales and Use Tax rate for that fiscal year; (ii) Shall be provided not later than the last day of the ninth month after the end of each fiscal year of the PFD (currently, a fiscal year ending December 31), as such fiscal year may be changed as required or permitted by State law, commencing with the fiscal year ending December 31, _____; and (iii) May be provided in a single or multiple documents, and may be incorporated by specific reference to documents available to the public on the Internet website of the MSRB or filed with the SEC. If not submitted as part of the annual financial information described in paragraph (b)(i) above, the PFD will provide or cause to be provided to the MSRB audited financial statements, when and if available. (c) Amendment of Undertaking. This Undertaking is subject to amendment after the primary offering of the Bonds without the consent of any holder of any Bond, or of any broker, dealer, municipal securities dealer, participating underwriter, Rating Agency or the MSRB, under the circumstances and in the manner permitted by Rule 15c2-12. The PFD will give notice to the MSRB of the substance (or provide a copy) of any amendment to this Undertaking and a brief statement of the reasons for the amendment. If the amendment changes the type of annual financial information to be provided, the annual financial information containing the amended financial information will include a narrative explanation of the effect of that change on the type of information to be provided. Page 36 of 43 B-3 FG: 102846118.5 (d) Beneficiaries. This Undertaking shall inure to the benefit of the PFD and the holder of each Bond, and shall not inure to the benefit of or create any rights in any other person. (e) Termination of Undertaking. The obligations of the PFD under this Undertaking shall terminate upon the payment in full or legal defeasance of all of the Bonds. In addition, the obligations of the PFD under this Undertaking shall terminate if the provisions of Rule 15c2-12 that require the PFD to comply with this Undertaking become legally inapplicable in respect of the Bonds for any reason, as confirmed by an opinion of Bond Counsel delivered to the PFD, and the PFD provides timely notice of such termination to the MSRB. (f) Remedy for Failure to Comply with Undertaking. As soon as practicable after the PFD learns of any failure to comply with this Undertaking, the PFD will proceed with due diligence to cause such noncompliance to be corrected. No failure by the PFD or other obligated person to comply with this Undertaking shall constitute a default in respect of the Bonds. The sole remedy of any holder of a Bond shall be to take action to compel the PFD or other obligated person to comply with this Undertaking, including seeking an order of specific performance from an appropriate court. (g) Designation of Official Responsible to Administer Undertaking. The Executive Director or the designee of the Executive Director is the person designated, in accordance with the Bond Resolution, to carry out this Undertaking in accordance with Rule 15c2-12, including the following actions: (i) Preparing and filing the annual financial information undertaken to be provided; (ii) Determining whether any event specified in paragraph (a) has occurred, assessing its materiality, where necessary, with respect to the Bonds, and preparing and disseminating any required notice of its occurrence; (iii) Determining whether any person other than the PFD is an “obligated person” within the meaning of Rule 15c2-12 with respect to the Bonds, and obtaining from such person an undertaking to provide any annual financial information and notice of listed events for that person required under Rule 15c2-12; (iv) Selecting, engaging, and compensating designated agents and consultants, including financial advisors and legal counsel, to assist and advise the PFD in carrying out this Undertaking; and (v) Effecting any necessary amendment of this Undertaking. Page 37 of 43 FG: 102846118.5 CERTIFICATION I, the undersigned, Secretary/Treasurer of the Board of Directors of the Pasco Public Facilities District (the “PFD”), hereby certify as follows: 1. The attached copy of Resolution No. 2024-09 (the “Resolution”) is a full, true, and correct copy of a resolution duly passed at a regular meeting of the Board of Directors of the PFD held at the regular meeting place thereof on September 17, 2024, as that resolution appears on the minute book of the PFD. 2. A quorum of the members of the Board of Directors was present throughout the meeting and a majority of the members voted in the proper manner for the passage of the Resolution. Dated: September 17, 2024. PASCO PUBLIC FACILITIES DISTRICT Secretary/Treasurer of the Board of Directors Page 38 of 43 Resolution – 2024-10 – Personal Service Providers Policy - 1 RESOLUTION NO. 2024-10 A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT BOARD TO ADOPT THE CONTRACTING WITH PERSONAL SERVICE PROVIDERS POLICY. 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, the PPFD Board confirms the need to establish standards and procedures for selection of PPFD personal service providers in compliance with RCW 36.100.180 and other applicable laws. 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 (PPFD) adopts the “Pasco Public Facilities District Contracting with Personal Service Providers Policy” as the policy and procedures for contracting with personal service providers, a copy attached hereto as Exhibit A. Section 2. That if the document needs to be updated, the PPFD Board may adopt a newer revision by motion and majority vote. Section 3. That this Resolution shall take effect immediately. PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington, on this __ day of ____________, 2024. 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 Page 39 of 43 1 PASCO PUBLIC FACILITIES DISTRICT CONTRACTING WITH PERSONAL SERVICE PROVIDERS POLICY 1. Purpose The purpose of this Policy is to establish standards and procedures for selection of Pasco Public Facilities District (hereinafter "PPFD") personal service providers in compliance with RCW 35.57.070 and other applicable law. 2. Policy Statement and Scope It is the policy of the PPFD to use a competitive process when securing services which provide an equal and open opportunity for qualified applicants to be considered. The provisions of this Policy do not apply to contracts for architectural or engineering services. 3. Procedures and Standards for Contracts The selection of service providers shall be made by the PPFD using the following competitive procedures: 4. Selection Advisory Committee The PPFD Board of Directors (hereafter “PPFD Board”) shall form and authorize a Selection Advisory Committee of no less than three members. Said advisory committee shall be made up of one (1) or two (2) PPFD Board members and one (1) or two (2) persons at the Board's discretion. a. Request for Proposal. The PPFD staff, in consultation with the Selection Advisory Committee, shall prepare a Request for Proposal (RFP) outlining the services required, the requirements of the task, the criteria for selection, the minimum contract period, and other selection information and data required of the proposal. b. Notice. The PPFD staff shall publish notice in Tri City Herald inviting persons and firms to respond to the RFP. Said notice must be published a minimum of ten calendar days in advance of the deadline for submission of the RFP. The PPFD staff may also take reasonable steps to identify firms or individuals who are potential candidates, notify them of the RFP, and invite them to apply. Page 40 of 43 2 PASCO PUBLIC FACILITIES DISTRICT CONTRACTING WITH PERSONAL SERVICE PROVIDERS POLICY c. Criteria. The following criteria shall be used in the selection process in addition to other relevant criteria appropriate to the particular service: 1) Ability and capacity to perform the service; 2) Experience and reputation of the firm and/or the assigned individual(s); 3) Quality of previous performance with other clients; 4) Proposed fees and costs; 5) Responsiveness to solicitation requirements and time limitations; 6) Compliance with statutes and requirements relating to contracts and services; and 7) Ability of the firm to begin the work and to complete the work on time within the budget and contracted amount. d. Evaluation of Proposals. The Selection Advisory Committee shall review, evaluate, and rank the proposals in accordance with the established criteria. In addition to evaluating the proposals by the established criteria, the committee may consider such other information as may be obtained during the evaluation process related to a proposer's qualifications and experience. The process may include interviews with finalists, oral presentations, and site visits. The committee shall report its recommendations to the PPFD Board. e. Selection and Negotiations. The PPFD Board shall carefully consider the recommendations of the Selection Advisory Committee and enter into contract negotiations with the selected top-ranked proposer identified in the selection process. f. Contract Terms. The contract to be negotiated with the selected firm or individual shall include, among other things, the following: 1) A written description of the purposes of the contract and the services to be provided, the payment terms, the responsible person for each party, and the contract period. 2) A provision specifying that all applicable federal, state, and local laws and regulations shall be observed. g. Approval of Contract. Upon completing negotiations and before the PPFD staff is authorized to enter into the services contract, the proposed contract shall be presented to the PPFD Board for approval at the PPFD Board's next scheduled meeting. Upon approval by the PPFD Board, the PPFD staff may execute the negotiated contract with the selected firm or individual. Page 41 of 43 3 PASCO PUBLIC FACILITIES DISTRICT CONTRACTING WITH PERSONAL SERVICE PROVIDERS POLICY 5. Emergency In the event of an emergency as defined in RCW 39.29.006 that reasonably requires immediate action, the PPFD Board through its President, or if unavailable its Vice President, may authorize departure from these requirements, as is consistent with applicable law. 6. Sole Source In the event that the services sought can only be obtained from a single source as defined in RCW 39.29.006, then the PPFD Board shall make a formal written finding, by Resolution, stating the factual basis for the exception and the solicitation requirements of this section do not apply. 7. Fiscal Agent for Banking Purposes In the event that the PPFD has entered into an Interlocal Agreement with a Fiscal Agent or contractor to oversee Financial Services the current Personal Service Providers acquired by the Fiscal Agent shall also be adopted by the PPFD. The PPFD Board shall make a formal written resolution stating the adoption of the banking service provider utilized by the fiscal agent as factual basis for the exception and the solicitation requirements of this section do not apply. 8. Contract Amendments Amendments to existing Personal Service Providers Contracts are exempt from these requirements. However, amendments to the existing Service Providers Contracts must be approved by the PPFD Board by Resolution. Page 42 of 43 Resolution – 2024-11 – U.S. Bank - 1 RESOLUTION NO. 2024-11 A RESOLUTION OF THE PASCO PUBLIC FACILITIES DISTRICT BOARD TO ADOPT U.S. BANK AS ITS FINANCIAL INSTITUTION, THE SAME BANK UTILIZED BY THE CITY OF PASCO, WASHINGTON, WHICH IS THE FISCAL AGENT FOR THE PASCO PUBLIC FACILITIES DISTRICT. 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, the PPFD Board approved Resolution No. 2024-10, adopting its Personal Service Providers Policy on September 17, 2024; and WHEREAS, the PPFD’s Fiscal Agent is the City of Pasco, Washington, and per the Personal Service Providers Policy, the PPFD Board shall make a formal written Resolution stating the adoption of the banking service provider utilized by the Fiscal Agent. 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 (PPFD) adopts the U.S. Bank as its financial institution. Section 2. That this Resolution shall take effect immediately. PASSED by the Pasco Public Facilities District Board of Directors, of Pasco, Washington, on this ____ day of September, 2024. 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 Page 43 of 43