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HomeMy WebLinkAbout2012.01.19 DPDA Meeting PacketMEMORANDUM DATE: January 11,2012 TO: Downtown Pasco Development Authority Board FROM: Rick White, Director qv-t Community & Economic Development SUBJECT: January 19, 2012 DPDA Meeting Packet Good afternoon Board Members, Enclosed is the packet for the DPDA Meeting on January 19th at 4:00 p.m . here at City Hall. A draft 2012 Budget has been enclosed for your review. This was previously emailed to you and contains no changes. There should be additional information available at the meeting regarding the expected expenses and revenues from both the Pasco Specialty Kitchen and the Farmer's Market. 19thIt is hoped that by the time of the January meeting, the Transfer Agreement will be signed by the Pasco Downtown Development Association and the DPDA. This will allow the signatures by the board on the "Consent of the Directors" to be completed. Since this is the first meeting of the calendar year, the election of the President and Secretary Treasurer is in order. Also enclosed is a Code of Conduct for the DPDA, which IS used m the administration of federal grants. Thank you for your time and effort on the Board and please contact me if you need additional information. DOWNTOWN PASCO DEVELOPMENT AUTHORITY AGENDA REGULAR MEETING 4:00 P.M. January 19, 2012 Conference Room 1 City Hall 525 N. Third Avenue I. CALL TO ORDER: II. ROLL CALL: Declaration of Quorum III. APPROVAL OF MINUTES: December 15,2011 IV. OLD BUSINESS: A. 2012 Budget B. Transfer Agreement and Consent of Directors C . Attorney representation V. NEW BUSINESS A. Election of President and Secretary-Treasurer B. Code of Conduct for the DPDA, employees and agents VI. OTHER BUSINESS VII. ADJOURNMENT NEXT REGULAR MEETING: February 16,2012 SPECIAL MEETING December 2, 2011 DOWNTOWN PASCO DEVELOPMENT AUTHORITY MEETING CALL TO ORDER: The meeting was called to order at 1:00 p.m. by President Miller. MEMBERS PRESENT MEMBERS ABSENT Wanda Buddrius Jean Ryckman Shirley Reese Ofelia Ochoa Mike Miller Alan Schreiber Miguel Angulo Donald Porter APPROVAL OF MINUTES: None OLD BUSINESS: A. Status Report on the Hiring Process for the Manager Reese reported that the negotiations with candidate number two failed as she declined the offer for employment as the DPDA Manager. Reese requested that the board provide direction for options with the Manager position. There was general discussion about the goals for the organization during the next 12-24 months and whether a temporary position would be able to accommodate the board's goals. In general, there was opposition to a further applicant search and the board discussed offering employment to Nicole Stickney as a part-time employee for a period not to exceed one year. Buddrius made a motion to restart negotiations with Nicole Stickney. The motion was seconded by Reese. A voice vote showed three in favor (Buddrius, Reese, and Miller) and two against (Ochoa and Ryckman). The motion failed. Ryckman made a motion to restart negotiations with Nicole Stickney with the qualifier that the position goes to full-time employment no later than 12 months from the date of hire if applicable. Ochoa seconded the motion. A voice vote showed all in favor. ADJOURNMENT: With no further business, the workshop meeting adjourned at 2:20 p.m. -1 ­ REGULAR MEETING December 15,2011 DOWNTOWN PASCO DEVELOPMENT AUTHORITY MEETING CALL TO ORDER: The meeting was called to order at 3:00 p.m. by President Miller. MEMBERS PRESENT MEMBERS ABSENT Wanda Buddrius Shirley Reese Ofelia Ochoa Alan Schreiber Donald Porter Mike Miller Jean Ryckman Miguel Angulo APPROVAL OF MINUTES: Ryckman made a motion to approve the meeting minutes of November 17, 2011 , November 28, 2011, and December 2, 201l. Reese indicated that changes were needed on November 17 th and November 28 th as described and with those changes she seconded the motion. A voice vote showed all in favor. OLD BUSINESS: A. Status Report on Manager Interviews Reese gave a report on the hiring process for the manager and that Candidates one and two had declined the offer of employment. There was a discussion of available options, including a national search, a statewide search, and a local search of possible interested applicants. Schreiber moved that a local search of interested applicants be conducted before an additional attempt at a state or national search was made. Ryckman seconded the motion. A voice vote showed all in favor. B. Committee for Hiring Process The Hiring Committee make-up was revised by President Miller to include Ofelia Ochoa, Jean Ryckman as Chair, Wanda Buddrius as the fourth member replacing Reese and Miller. C. General Liability and Directors Insurance A motion was made by Ryckman to approve insurance services for non -profit corporations as presented to the board by Western States. The motion was seconded by Ochoa. A voice vote showed all in favor. -1 ­ D. Attorney Representation White advised the board that no activity has been completed on this item and would report to the board at the January meeting. NEW BUSINESS: A. Funding Agreement with the City of Pasco Schreiber moved to authorize President Miller to sign the Funding Agreement with the City of Pasco as presented. Porter seconded the motion. A voice vote showed all in favor. B. 2012 DPDA Budget The board discussed at length budget philosophies and general numbers and concluded that a 2012 budget reflecting general DPDA operations should be presented. Within the budget there should be divisions associated with the Farmer's Market and Pasco Specialty Kitchen . OTHER BUSINESS: A. Letter of Support for the Lewis Street Overpass Reese made a motion to authorize President Miller to sign the Letter of Support to the City of Pasco for the Lewis Street Overpass Project. Porter seconded the motion . A voice vote showed all in favor . ADJOURNMENT: The meeting was adjourned at 4:57 p.m. The next Regular Meeting is January 19, 2012 at 4:00 p .m. -2 ­ 2012 DPDA BUDGET 2012 Income City of Pasco Operating Subsidy CDBG Leases FM PSK Transfers In ** Equipment/Facility Rentals Vendor Fees Retail Sales Misc . Income $60,000.00 $50,000.00 $20,000.00 $14,000.00 $16,000.00 $99,700.00 $10,000.00 $700.00 $200.00 $270,600.00 Expenses Advertising Banking Fees Dues lanatorial Equipment Leases Insurance Legal/Professional Licenses/Permits Travel/Training Office Expenses Operating Supplies Rent Repairs Equi pment Replacement/Reserv~ Telephone /Internet Utilities Salaries Payroll Tax Mi sc. Expenses $7 ,000.00 $500 .00 $8 ,600.00 $9,000.00 $4,000.00 $8,000 .00 $150 .00 $2,000.00 $4,500 .00 $500.00 $40,000.00 $8,000.00 $5,000.00 $20,300.00 $]12,300.00 $14,500.00 $15,000.00 $259,350.00 Transfers In** From PSK (10 ,000 +/ -) From Market (5,000 +/-) From PDDA (1,000+/-) $]6,000.00 Income $270,600 .00 Expenses $259,350.00 $11 ,250.00 AGREEMENT OF TRANSFER THIS AGREEMENT OF TRANSFER (the "Agreement") is effective this _ day of _______, 2011, BETWEEN: PASCO DOWNTOWN DEVELOPMENT ASSOCIATION (the "Transferor"), a non-profit corporation organized and existing under the laws of the State of Washington, AND: DOWNTOWN PASCO DEVELOPMENT AUTHORITY (the "Transferee"), a non-profit corporation organized and existing under the laws of the State of Washington . WHEREAS, the Transferor is a Washington non-profit corporation whose purpose is and has been to encourage the development of downtown Pasco. Transferor is dissolving, and pursuant to RCW 24.03.225, Transferor desires to transfer and assign to Transferee, all of its assets ("Assets"), and WHEREAS, the Transferee is a qualified and similar non-profit corporation that desires to accept and receive Transferor ' s assets, NOW, THEREFORE, in consideration of the mutual covenants contained herein, it is agreed as follows: 1. Trans{er orAssets. a) Transferor is not transferring any accounts receivable and/or accounts payable to Transferee. However, upon dissolution and winding up of Transferor, Transferor shall transfer and convey to Transferee, all remaining cash on hand. The transfer of more than half of the estimated closing cash balance will occur by January 10, 2012, and remaining cash balance will transfer no later than February 28,2012. b) Transferor assigns, transfers, and conveys all of Transferor's right, title, and interest in and to all of Transferor's Assets and personal property more particularly described in Exhibit "A" which is hereto attached and incorporated by this reference. No other rights, obligations, liabilities, assumptions, or transfers are intended hereby. The parties do not intend Transferee to become a successor in interest. 2. Propert'; Condition. Transferee acknowledges that the Assets are transferred and assigned on an "as is, where is" basis, that it has inspected the Assets and is relying entirely on its own investigations and its inspections in proceeding with the transaction contemplated hereunder. Save and except only as may be provided in this Agreement, the Transferee further acknowledges that there are no representations , warranties, telIDs, conditions, understandings or collateral agreements, expressed or implied, statutory or otherwise, with respect to the merchantability, condition, description, fitness for purpose or quality of the Assets or as to any other matter or thing. Transferor acknowledges that the leases for the Farmer's Market and Pasco Specialty Kitchen have been terminated. Transferor waives any right to notice of tennination and any right of possession, use, and enjoyment thereto. 3. Transfer Documents. The Transferor shall execute and deliver to Transferee such bills of sale, assignments, and other instruments and documents of conveyance and transfer, if any, as shall be necessary and effective to convey, transfer, and assign to and vest in the Transferee all of the Transferor's right, title, and interest in and to the Assets and to comply with the terms of this Agreement. 4. Representations and Warranties or Transferor. Transferor hereby represents and warrants to the Transferee as follows: (a) Transferor has been run as a non-profit corporation duly organized in the State of Washington, and no other person or entity has any interest in or right to Transferor's Assets as provided herein. (b) Transferor has full and unrestricted right, power, and authority to execute and deliver this Agreement and to consummate the transaction contemplated herein. (c) Transferor owns outright and has good, valid, and marketable title to all of the Assets, and said Assets are not subject to any existing liens, pledges, security interests, charges, claims, restrictions, and other encumbrances and effects of title. (d) There are no present or pending disputes, claims, actions, suits, proceedings, arbitrations, or investigations, either administrative or judicial, pending, threatened, or contemplated by or against or affecting the Transferor or the Assets, before or by any court or governmental or regulatory official, body, or authority, or before an arbitrator of any kind. 5. Representations and Warranties or Transferee. Transferee hereby represents and warrants to Transferor as follows: (a) Transferee is a non-profit corporation duly organized and existing in the State of Washington whose principal purpose is to undertake, assist with, facilitate and increase private investment in the Pasco downtown area. (b) Transferee has full and unrestricted right, power, and authority to execute and deliver this Agreement and to consummate this transaction contemplated herein. 6. Indemnification. 6.1 Transferor Indemnification. Transferor agrees to indemnify, defend, and hold Transferee harmless against any and all losses, liabilities, demands, claims, actions or causes of action, assessments, costs, damages or expenses (including reasonable attorney's fees and accountant's fees) including pretrial expenses, appeal and arbitration, which are occasioned by any breach, failure or falsity of any of the representations, warranties or covenants of Transferor contained in this Agreement or which result from any claim of any kind by any third person relating to the Assets which are the subject matter of this Agreement, arising out of any act, omission, term or condition, which is alleged to have occurred or existed prior to the effective date of this Agreement. 6.2 Transferee Indemnification. Transferee agrees to indemnify, defend , and hold Transferor harmless against any and all losses, liabilities, demands , claims, actions or causes of action, assessments , costs, damages or expenses (including reasonable attorney's fees and accountant's fees) including pretrial expenses , appeals and arbitration, which are occasioned by any breach, failure or falsity of any of the representations, warranties or covenants of Transferee contained in this Agreement or which result from any claim of any kind by any third person relating to Assets which are the subject matter of this Agreement, arising out of any act, omission, term or condition, which is alleged to have occurred on or after the effective date of this Agreement. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington . For the purpose of this Agreement , time is of the essence. In the event of a dispute concerning the terms , breach, enforcement, or interpretation of this Agreement, the dispute shall be resolved by arbitration. Venue for the arbitration shall be placed in Franklin County, Washington, and shall be conducted pursuant to RCW 7.04A and the Mandatory Rules of Arbitration, and the prevailing party shall be entitled to its reasonable attorney's fees and costs as additional judgment against the other. IN WITNESS WHEREOF, each party to this Agreement has caused it to be executed at Pasco, Franklin County, Washington on the date indicated above. TRANSFEROR TRANSFEREE PASCO DOWNTOWN DOWNTOWN PASCO DEVELOPMENT ASSOCIATION DEVELOPMENT AUTHORITY Authorized Signature Authorized Signature Print Name and Title Print Name and Title CONSENT OF DIRECTORS OF DOWNTOWN PASCO DEVELOPMENT AUTHORITY In Lieu of Meeting Pursuant to the provisions of RCW 24.03.120, the undersigned Directors, being the Directors of DOWNTOWN PASCO DEVELOPMENT AUTHORITY, a Washington non-profit corporation (the "Corporation"), acting by unanimous written consent, hereby adopt the following corporate resolution and hereby consent to the taking of the actions set forth herein. IT IS HEREBY RESOLVED that the Directors of the Corporation elect to enter into that certain Agreement of Transfer wherein Pasco Downtown Development Association will transfer, assign, and convey all of its Assets to the Corporation. BE IT FURTHER RESOLVED that , Director, shall have full power and authority to sign said Agreement of Transfer for and on behalf of the Corporation. The execution of this Consent, which may be accomplished in counterparts, shall constitute a written waiver of any notice required by the Washington Non-Profit Corporation Act or the Corporation's Articles of Incorporation and Bylaws. DATED this ___ day of ________, 20 II. DIRECTORS Wanda Buddrius Shirley Reese Alan Scheiber Miguel Angulo Donald Porter Michael Miller Jean Ryckman Ofelia Ochoa Consent of Directors in Lieu of Meeting Page 1 DOWNTOWN PASCO DEVELOPMENT AUTHORITY CODE OF CONDUCT PURPOSE The purpose of the Code of Conduct is to ensure the efficient, fair and professional administration of federal grant funds in compliance with 24 CFR§85.36 (b) (3) and other applicable federal and state standards, regulations, and laws. APPLICA TION This Code of Conduct applies to all Directors , employees or agents of the Downtown Pasco Development Authority (DPDA) engaged in the award or administration of contracts supported by federal grant funds. REQUIREMENTS • No Director, employee or agent of the DPDA or members of their immediate family shall participate in the selection, award or administration of a contract supported by federal grant funds , if a conflict of interest, real or apparent, would be involved. Such a conflict would also arise when an organization employs or is about to employ any of the above when they have a financial or other interest in the firm selected for award. • The DPDA Directors , employees, agents or members of their immediate family shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors , potential contractors or subcontractors. REMEDIES Violation of these standards may cause disciplinary actions, penalties, or termination to be taken against the DPDA Board of Directors, employees, agents , contractors, potential contractors , subcontractors or their agents . BOARD OF DIRECTORS AND EMPLOYEES OF DPDA I have read and understand the preceding Code of Conduct Policy Director Director Director Director Director Director Director Director Employee,_______________ Employee,_______________ Employee,_______________ Employee,________________ Employee,_____ ___________ ATTEST: ___________________________________________ Date: