HomeMy WebLinkAbout07-16-14 Agenda PacketPasco Public Facilities District
Building Regional Facilities through Community Partnerships
July 16, 2014
4:00 p.m.
Pasco City Hall - Conference Room #1
AGENDA
1. Call to order and roll call
2. Approval of minutes:
* Regular Meeting April 23, 2014
3. Claims Approval:
• 1st Quarter 2014 [previously provided original and revised version (TCH invoices)]
• 2nd Quarter 2014:$92,279.02
4. Financial Report:
* 2nd Quarter:
• Operating Statement
• Net Assets Statement
5. Old Business:
Follow up of items from 4/23 meeting:
• Q: Is there an option to package multiple projects to achieve the required cost
threshold?
o A: No; $10 million applies to each project.
• Q: Do the by -laws for the Pasco PFD designate a CAO?
o A: No; see attached.
• Q: How long does the term for the agreement with Kennewick for the Convention
Center tax funding run?
o A: Until December 2027.
6. New Business:
7. Other Business:
8. Adjournment
(* indicates documents mailed with agenda)
PUBLIC FACILITIES DISTRICT BOARD
April 23, 2014
MINUTES
Call To Order:
The meeting was called to order at 4:05 p.m., by PFD President Mark Morrissette, in
Conference Room #1 at Pasco City Hall.
Roil Call:
Board Members Present: Spence Jilek, Mark Morrissette, Leonard Dietrich (via
teleconference), John Merk (via teleconference) and Craig Maloney.
Also Present: Gary Crutchfield, PFD Chief Administrative Officer, Stan Strebel, Deputy
City Manager and Lee Kerr, City Attorney.
Approval of Minutes:
It was motioned by Dr. Jilek, seconded by Mr. Maloney, and carried to approve the
minutes of the January 28, 2014 Regular Meeting.
Claims Approval:
Mr. Crutchfield presented first quarter Claims History. Following discussion, it was
motioned by Dr. Jilek seconded by Mr. Maloney and carried to approve payment of first
quarter claims in the total amount of $103,435.37 with the understanding that the CAO will
report at the next meeting to clarify the Tri City Herald charges.
Financial Report:
Mr. Crutchfield presented the first quarter Operating Statement reflecting Total Sources of
Funds $89,032.00 and Total Uses of Funds $95,815.00. The first quarter Net Assets
Statement was also presented reflecting an actual Net Asset balance of $40,741.00.
Following discussion, the Financial Report was accepted as presented.
Old Business:
None
New Business:
• 2013 CAFR
Mr. Crutchfield provided explanation of the 2013 CAFR.
PUBLIC FACILITIES DISTRICT BOARD
Minutes — April 23, 2014
Page - 1
After consideration President Morrissette requested the 2013 CAFR be made available
via the City website at www.pasco- wa.gov.
• Treasurer
Mr. Crutchfield explained President Morrissette formerly held the position of Treasurer,
however in order to maintain compliance with the Pasco Public Facility Bylaws the PFD
should elect a member to fill the position of Treasurer.
After discussion President Morrissette opened the Call for Nominations:
Dr. Jilek nominated Craig Maloney to fill the position of Treasurer.
There being no further nominations President Morrissette closed the Call for
Nominations.
By unanimous vote Mr. Maloney was elected Treasurer.
• Status Report: Regional PFD
Mr. Strebel explained during the first quarter of the year the officers of the Regional PFD
visited the local PFD'S and city councils and tried to gain input to the future role of the
Regional PFD. In March the Regional PFD discussed and decided to put their status in a
holding mode and look for and consider opportunities that may come forward and they
will continue to meet on a quarterly basis. The general consensus of the Regional PFD
Board is that the District is a valuable tool to be used and to have in place when a
regional project gains community support.
Other Business
• The Board thanked Gary Crutchfield for his guidance, work and leadership with the
Pasco Public Facilities District.
Adjournment:
There being no other business, President Morrissette adjourned the meeting at 4:55 p.m.
Mark Morrissette, President Debra L. Clark, PFD Secretary
PUBLIC FACILITIES DISTRICT BOARD
Minutes — April 23, 2014
Page - 2
d
O
N
M
M
L ro
2
� c
m
0 � T
O � a
Ud
N
a d
uac
E
A
a
E
0
LL
a
m w
T T y y
a a a a a
ynVf 1�l w w w` w A
C C C C C C y y m m m N
JJ O Q ` C�
ppp 3 U7 S 8J oUU7
QQ Q QV QU aU 4 f~O O 0 0 Q
m
oo °o
m o
c
g o P o 0
0 0 0 0 0
0
m
0 0 0 0 0 0 0 0
0 0 0 0 0
c
1�
w w w w w w w w
w w w w w
w
o
a
a m
0
N
> K
fV
8i Bi d pi 'S N y
T 9 v
O
9
ry O O O M fp M
S
d O O R
S
1`
g c pQ cpQ $$ c$$$jjjjj c s
c$ cII 3
Q m
w O O b
M
n
m N N tM1�f
to o
W O S O W
M
Q
y
ccc��cc�a
G
Y
M gym] M_ jOV d (OV O
M
y
N
o
0
C
9
0 0 0 0 0 0�
o 0 o
in Y
m
3
C C
N O S O M O m M
Q 0 0 0 Q
M1
y
O e
:YJ
O N O O O Q m
b (V O Q l7 O M h
Q
N p O O O m
h
M
m
f7 m N N M
W p S S W
M
Q
w w w
t`
Mw N w w w
W w w w W
O
1-
w
N N
N W
N U w
w W W V
t 1- t Q
J J J a
U V U U
LL LL
w
j
U
U U U
0 a
z
99
a a¢ Q a 6
0 0 0
O
i
Z Z w U Z O V
O O O}
Z Z w 2 wr�
Z
F
t
UU
yi
Q�
U U U
a
a
m w
T T y y
a a a a a
ynVf 1�l w w w` w A
C C C C C C y y m m m N
JJ O Q ` C�
ppp 3 U7 S 8J oUU7
QQ Q QV QU aU 4 f~O O 0 0 Q
m
m o
Q Q Q Q Q Q Q
d Q v Q
c
m
a m
> K
8i Bi d pi 'S N y
T 9 v
'G '0 '6 '0 'G 13 '6
y
g c pQ cpQ $$ c$$$jjjjj c s
c$ cII 3
N
5 K
w w K
y
ccc��cc�a
G
Y
M gym] M_ jOV d (OV O
O O O
LD
N
o
0
O
0 0 0 0 0 0�
o 0 o
in Y
O
F-
H Vjl
y
4 m
rS
' ' w w
'' F
�y
N
a
y o
N Z
M
I M
L m
Z
O ,W
H
U .. m
E
0 a
IL
o
F
O }�
Q N
a
LL �
O m
�am
E
m
a
E
O
IL
m
0
0
0
0
0
0
0
0
0 0
0
0
0
0
m
0
0
0
0
0
0
0
0
0 0
0
0
0
0
c
0
0
0
0
0
0
0
0
0 0
0
0
0
0
O
a
N
O
O
N
M
O
N
rn
R O
O
O@
c
m
O
o
N
O
O
N
10 O
O
O
10
V p
Iry
N
O
O
M
G
V
4
<
I 1,: C
C
O
IA
M
C
O
N
N
A
tp
N
M
M
rn O
O
O
rn
ro
O;
W
A
f9
rn
A O
O
O
A
A
Ci
cli
m
fA F9
f9
f9
W
F9
M
C
N
O
O
N
M
O
N
rn
V 0
0
0
0
O�
O
O
N
O
O
N
Ip
Ip 0
0
0
10
m
O
OD
N
N
A
fA
N
w
IU
A
M
f9
M
rn
rn 0
A O
0
O
0
O
rn
A
OJ
r
m
C
�
�
NW
COJ
N
M
T
fA
f9
fA
�
Orn!
`
f
df
M
fA
fA
H
U)
N
0)
W
N
fn
w
LU w
w
J
J
J
LL
U
U
U
U
LL
LL
¢
CO
W
U
U
U
a
U
a
a(
a¢
N 0
0
0
U
U
Q
E
3
}=}
U
u
OU
}=}
o
Z
W
W
J
F
W
F
> LL
LL
LL
m
U
U
O
O
O
z
z
w
z
N
Z
Y
Y
Y
W
Y
OU
d
Q
U
U
U
m
m
m
m
m
m
m
a
n
a
a
a
a
a
m
m
A
o
2
r 3�
a
o
a
LL
LL
LL
a
LL
LL
W W
W
W
m
u
>
>
>
>
>
>
>
c
-�a m
E E
m
E
m
E
m
q
q
o
o
F
M
¢
¢
¢
¢
¢
¢
¢
ao
o' o'
a
m
d
�
N
a
m
N
N
�
m O
K D
0
0
0
0
0
0
0
O O
O
O
C
O
0 N
O m
a
m
a
m
a
m
a
m
a
d
a a
m m
a
m
a
m
W
0
U
0
U
fJ U
c
o
v
a
a
e
e
e v
v
e
0
0
0
0
0
0
0
0 0
0
0
N
N
y
M
o
m
o
e
o
0
m
0
0
0
0
0
0
0
o 0
0
o
a
F
N
O
O
C-
m
d
O
O
V
N
A
M
M
U
N
0
0�
V
tOp
0 4
`I
Y
n
T
~
a
Z
0
rn
rn
.°-'
m
r.
O
N
N
O
.a
N
N
m
C
a
m
h
O
d
N
EL
N
J
d
d
Y
d
J
C
a
v EC
u d
a
Y
C
O
C
N
C d
Lo
F
u
0 0
0
0
0
0
N
0
0
O
M
O
0 0
0
0
0
m
0
ppL��
Z �y
�
0 0
0 0
0
0
F-
c
0
=O
Ea
T
0
us es
a
f»
a
F-
»
»
»
u
Q=
o
H
�
�
fA
n
w
a
�
W
O
Gi
N
R
0
0
0
0 N
li
O
R O)
N
E
`
O
m
V
1'i�T V
(L
N
R
O)
O
G
O
D
C
O1 W
LL
O Z
y
N
C Y
O Z
O
O
m C
a a
A
�
u
0 0
0
0
0
0
0
0
0lo
O
0 0
0
0
0
0
0
0
0
0 0
0 0
0
0
0
0
0
0
0
0 0
us es
V)
f»
F»
F»
»
»
»
fA W
r W
. v
O
i0
0)
N
N
N
O
0
O
0
O
0
O
0 N
O O
r.
o
�i
v
of
o
0
0
o ai
m N
O
N
LL
N
O
O
O
O N
N N
U U
M
W
m
a
C6
fA d3
0 m
H
8
d3
fA
V3
d>
�
W
r (O
O
N
N
0
0
0
0 N
C) v
O
R O)
N
O
O
O
O
O O
1'i�T V
O
N
R
O)
O
G
G
O OI
O1 W
Y Y
M
y
N
O
O
O
O N
a a
A
�
C6
N
N
N
'i
N N
f9 V3
1A
N
H
to
t9
fA
�
W
co V)
co
N
?
w w
w
N
H H
H
J J
J
Z
'U
U V
U
U
LL LL
LL
U U
U
m
a
m m
0 m
8
8
a
a
JQ
0 0 0
E w
Q
O
W
U U
U
3
=
Q Q Q
o
a a
V
t
Z Z
W W
Z
w
W
U
F
v v
v
K
Y Y
Y Y
I
U U U
a a
a a
a
a a
a a
a
o
�-
� � w w w A
QQ QQ QQ t� E E E
$�
Q a Q a Q �O v
v v v v v v v v
0 0 0 0 0 G o o
N N`
0 0 0 0 0 0 0 0
0
d
m
a
N
?
N
N
N
N N
N
Z
'U
'U
'U
U
.0 'U
'U
8
8
8
8
8
8 8
8
V
t
v
v
v
v v
v
O
O
o
o
c0
0 0
0
N
N
N
N
N
N N
N
N
O
O
N
O
0 0
0
O
O
O
O
O
10
O O
O
N
F
✓+
N
O
O
�
N
y
F
h
N
V
N
m
to
m
U
N r
6
Y
m
rn
rn
m
W W
Lh
U
0
d
m
a
PASCO PUBLIC FACILITIES DISTRICT
STATEMENT OF REVENUES, EXPENDITURES & CHANGES IN FUND BALANCE
Year to Date Ending June 30, 2014
REVENUES
Sales Tax
City of Pasco Contribution
Interest Income
Total Revenues
EXPENDITURES
Advertising/Publications
Legal Services
Kennewick PFD
Professional Services
Insurance
Administrative Services
Total Expenditures
Net Change in Fund Balances
Beginning Fund Balance, January 1
Ending Fund Balance
Annual
2014 2014
Budget Actual
$ 330,000 $ 183,207
20,000 10,000
95 26
$ 350,095 $ 193,234
$ 1,000
$ 68
1,000
360
330,000
183,207
20,000
750
2,800
2,797
12,000
6,000
366,800 193,183
(16,705) 51
47,233 47,524
$ 30,528 $ 47,575
\WU\FinanceWCCOUNTING LEAD (TREASURVI\ Report -PASCO PUBLIC FACIL DISTR- DM12014\Qb 2 -June 2014 Pasco Public Facility OisVid.xlsx
PASCO PUBLIC FACILITIES DISTRICT
BALANCESHEET
As of June 30, 2014
ASSETS
Cash
Sales Tax Receivable
TOTAL ASSETS
LIABILITIES
Accounts Payable
TOTAL LIABILITIES
TOTAL NET ASSETS
$ 79,612
29,212
108,824
MU\Finance\ACCOUNTING LEAD (TREASURY)\ Report -PASCO PUBLIC FACIL DISTR - DM\2014\Qtr 2 -June 2014 Pasco Public Facility Distdd.xlsx
61,249
61,249
47,575
I hereby certify that this i.
a True and Correct Copy of .
document on file with The Cit
of Pasco, Washington
ORDINANCE NO. 3558 City Clerk, D�eu.31
AN ORDINANCE of the City of Pasco creating and providing for the
organization, powers and governance of a Public Facilities District
to be known as the "Pasco Public Facilities District" to participate
in acquisition, construction, operation, and /or financing of a
regional center in the Tri- Cities area including any related parking
facilities.
WHEREAS, Chapter 35.57 RCW (the "City PFD Act ") authorizes the City
Council (the "Council "), as the legislative authority of the City, to create a
public facilities district coextensive with the boundaries of the City for the
purposes, among others, of acquiring, constructing, operating, and financing
one or more "Regional Centers" through cooperative and joint ventures with
one or more qualifying public facilities districts; and
WHEREAS, a Regional Center is defined in the City PFD Act as
"...convention, conference, or special events center, or any combination of
facilities, and related parking facilities, serving a regional population
constructed, improved or rehabilitated after July 25, 1999 at a cost of at least
$10,000,000, including debt service "; and
WHEREAS, as authorized by the City PFD Act and RCW 82.14.390 (as
amended in 2002 by Third Substitute Senate Bill 5514), and subject to certain
restrictions, a public facilities district created before July 31, 2002 that
commences construction or improvement of a Regional Center before January
1, 2004 may impose, solely for Regional Center purposes, a 0.033% sales and
use tax (the "Sales Tax "); and
WHEREAS, under RCW 82.14.390 the Sales Tax operates to shift a share
of the State's sales and use tax revenues to the public facilities district at no
additional cost to taxpayers; and
WHEREAS, the amount of Sales Tax that is expected to be deducted from
the State's allocation and paid to a City- created public facilities district is
expected to exceed $6,000,000 over the next 25 years; and
WHEREAS, the Council has determined that it is in the best interest of
the City and its citizens to access the Sales Tax through the formation of a
public facilities district to acquire, construct, finance, operate and /or
participate jointly with other area public facilities districts in the development
of a Regional Center located in the Tri- Cities area, and thereby to stimulate
economic development in the region by creating jobs, attracting tourism and
facilitating commercial business; to generate additional sales tax and lodging
tax revenues; and to provide facilities for community events; NOW,
THEREFORE,
THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON, DOES
ORDAIN AS FOLLOWS:
Section 1. Creation and Purpose. Pursuant to Chapter 35.57 RCW (the
"City PFD Act "), there is hereby created a public facilities district, which shall
be called the Pasco Public Facilities District (the "District "), coextensive with
the boundaries of the City, with the powers and authority set forth in the City
PFD Act. The District is established for the purpose of acquiring, constructing,
owning, remodeling, maintaining, equipping, re- equipping, repairing, financing,
operating one or more Regional Centers, as defined by RCW 35.57.020 and /or
participating with any other qualified public facilities district in a cooperative
and joint development of a Regional Center in the Tri- Cities area by interlocal
agreement.
The City Manager and other appropriate officers of the City are
authorized and directed to take any and all such additional actions as may be
necessary or desirable to accomplish the creation of the District.
Section 2. Board of Directors. The members of the board of directors of
the District (the "PFD Board ") shall be selected and appointed by the Council,
as required by the City PFD Act. The PFD Board shall consist of five members.
Three of the members will be appointed based on recommendations from local
organizations. The members shall serve four -year terms. Of the initial
members, one will be appointed for a one -year term, one will be appointed for a
two -year term, one will be appointed for a three -year term, and the remainder
will be appointed for four -year terms.
If it is determined by the Council for any reason that any or all of the
PFD Board members should be removed from office, the Council may by
resolution remove that PFD Board member(s) from office. The term of any PFD
Board member removed pursuant to this section shall expire when the removal
resolution takes effect. Vacancies shall be filled by appointment by the
Council, and the person appointed to fill a vacancy shall serve for the
remainder of the un- expired term of the office for the position to which he or
she was appointed.
All corporate powers of the District shall be exercised by or under the
authority of the PFD Board; and the business, property and affairs of the
District shall be managed under the direction of the PFD Board, except as may
be otherwise provided for by law herein, or in the Charter.
Section 3. Organizational Meeting. The District shall be established as
of the effective date of this Ordinance. Within 60 days after such date, the City
Manager or his designee shall call an organizational meeting of the initial PFD
Board, giving at least three days' advance written notice to each PFD Board
Member, unless waived in writing. At such meeting, the PFD Board shall
PJ
organize itself, may appoint officers, and shall select the District's place of
business.
Section 4. Powers, Duties and Limitations. The District shall have the
following powers and duties, subject to the following limitations:
(1) The District shall have the powers set forth in Chapter 35.57 RCW,
RCW 83.14.390 and its Charter, attached as Appendix A.
(2) Except as specifically agreed in writing by the City, the District
shall take no action that might impose liability upon the City. All
liabilities incurred by the District shall be satisfied exclusively from
the assets, credit, and properties of the District, and no creditor or
other person shall have any right of action against or recourse to
the City, its assets, credit, or services, on account of any debts,
obligations, liabilities or acts or omissions of the District.
(3) Subject to subsection (5) below, the District shall impose all or a
portion of the Sales Tax authorized under RCW 82.14.390(1) in
support of one or more Regional Centers located in the Tri- Cities
area and determined by the District to be a viable project that is
likely to begin construction before January 1, 2004. The Sales Tax
shall be applied to pay costs of such Regional Center(s), as set
forth in the interlocal agreement between the Pasco PFD and the
one or more other qualifying public facilities districts.
(4) The District shall prepare, maintain and provide to the Council a
financial and activities report not less than quarterly, and
otherwise as directed by the Council.
(5) The District shall not impose any tax authorized under the City
PFD Act without prior approval of the Council.
Section 5. Approval of Charter and Bylaws. The Charter is hereby
approved in the form set forth at Appendix A. The Charter shall be issued in
duplicate originals, each bearing the City seal attested by the City Clerk. One
original shall be filed with the City; a duplicate original shall be provided to the
District. The Charter shall be amended only with the approval of the Council.
The PFD Board may maintain rules of procedure and governance of its
activities through its Bylaws. The power to alter, amend, or repeal the Bylaws
or adopt new Bylaws shall be vested in the PFD Board, except as follows. The
Bylaws shall be consistent with this Ordinance and the Charter. As necessary
and appropriate in the discretion of the Council, the Council may amend the
Bylaws by resolution adopted at a public meeting held with notice to the
District. Amendments to the Bylaws adopted by the Council may not be
further amended by the District for one year except with Council approval.
3
Section 6. Applicability of Public Laws. District activity shall as
required by law, comply with the Open Public Meetings Act and other
provisions of State law applicable to municipal corporations.
Section 7. Dissolution. The District shall dissolve in the event that the
District recommends and the Council determines that there is no viable
Regional Center project located within the Tri- Cities area that is likely to begin
construction before January 1, 2004. In addition, if the Council finds,
following one or more public hearings, that the continued existence of the
District would no longer serve the purposes of this Ordinance, it may by
Ordinance and in such manner as may be required by State law, order that the
District be dissolved. If the District has outstanding obligations at the time of
such dissolution, the Ordinance dissolving the District shall be subject to the
payment in full of the outstanding obligations. Upon dissolution of the District
and the final completion of its affairs, title to all remaining property and assets
of the District shall vest in the City to be used for public purposes, except as
otherwise agreed by the City and the District.
Upon satisfactory completion of dissolution proceedings, the City Clerk
shall indicate such dissolution by inscription of "Charter canceled" on the
Charter of the District on file with the City and, when available, on the
duplicate original of the District, and the existence of the District shall cease.
The City Clerk shall give notice thereof pursuant to State law and to other
persons requested by the District in its dissolution statement.
Section 8. Severability. If any provision in this Ordinance is declared
by any Court of competent jurisdiction to be contrary to law, then such
provision shall be null and void and shall be deemed separable from the
remaining provision of this Ordinance and shall in no way affect the validity of
the other provisions of this Ordinance.
Section 9. This Ordinance shall become effective July 29, 2002.
PASSED by the City Council of the City of Pasco at a regular meeting on
the 15' day of July, 2002.
Michael L. Garrison, Mayor
ATTEST:
APPROVED AS TO FORM ONLY:
ebster U. Jacksonj City Clerk Leland B. Kerr, City Attorney
W�
I hereby certify that this is
a True and Correct Copy of a
document on file with The City
APPENDIX A of Pasco, Washington
�.1; ; a •i �: � .r,�rr rte+ i
CHARTER City Clerk gpkT -)
OF THE
PASCO PUBLIC FACILITIES DISTRICT
ARTICLE I
Name and Seal; Definitions
Section 1.1 Name. The name of this public facilities district shall be the
PASCO PUBLIC FACILITIES DISTRICT (hereinafter referred to as the "District ").
Section 1.2 Seal. The District's seal shall be a circle with the name
" PASCO PUBLIC FACILITIES DISTRICT" inscribed therein.
Section 1.3 Definitions. All capitalized terms used but not defined herein
shall have the meanings set forth in City of Pasco Ordinance No. 3558, adopted
on July 15, 2002 (the "Formation Ordinance ").
ARTICLE II
Authority and Limit on Liability
Section 2.1 Authori ty. The District is a public facilities district
organized pursuant to RCW 35.57.010, and the Formation Ordinance.
Section 2.2 Limit on Liability. All liabilities incurred by the District shall
be satisfied exclusively from the assets, credit, and properties of the District,
and no creditor or other person shall have any right of action against or
recourse to the City of Pasco (the "City "), its assets, credit, or services. on
account of any debts, obligations, liabilities or acts or omissions of the District.
Section 2.3 Mandatory Disclaimer. The following disclaimer shall be
posted in a prominent place where the public may readily see it in the District's
principal and other offices.
It shall also be printed or stamped on all contracts, notes, bonds, and
other documents that may entail any debt or liability by the District.
The PASCO PUBLIC FACILITIES DISTRICT is organized pursuant to RCW
35.57.010 and the City of Pasco Ordinance No. 3558 (the "Formation
Ordinance "). The Formation Ordinance provides as follows: "All liabilities
incurred by the District shall be satisfied exclusively from the assets, credit,
and properties of the District, and no creditor or other person shall have any
right of action against or recourse to the City, its assets, credit, or services, on
account of any debts, obligations, liabilities or acts or omissions of the
District."
ARTICLE III
Duration
The duration of the District shall be perpetual except as provided in the
Formation Ordinance.
ARTICLE IV
Purpose
The purpose of the District is to provide a legal entity under RCW
35.57.010 and the Formation Ordinance to acquire, construct, own, remodel,
maintain, equip, re- equip, repair, finance, operate one or more Regional
Centers as defined by RCW 35.57.020 and /or to participate jointly, by
interlocal agreement, in such activities with one or more qualifying public
facilities districts for the development of one or more Regional Centers together
with related parking facilities.
ARTICLE V
Powers
Section 5.1 Powers. The District shall have and may exercise all lawful
powers conferred by State law, the Formation Ordinance, this Charter and its
Bylaws.
Section 5.2 Limitation of Powers. The District organized under this
Charter in all activities and transactions shall be limited in the following
respects:
A. The District shall have no power of eminent domain;
B. The District may not incur or create any liability that permits
recourse by any person to any assets; services, resources, or credit of the City.
All liabilities incurred by the District shall be satisfied exclusively from the
assets and credit of the District. No creditor or other person shall have any
recourse to the assets, credit, or services of the City on account of any debts,
obligations, liabilities, acts, or omissions of the District:
C. All revenue, receipts, assets, or credit of the District shall be
applied toward or expended upon services, projects, and activities authorized
by State law, the Formation Ordinance and this Charter;
-2-
D. The District may contract with the City for all support staff and
support services and shall not employ staff or contract for professional services
without express authority from the Council; and
E. The District shall not impose any taxes under Chapters 35.57 RCW
or 82.14 RCW without prior approval of the City Council.
ARTICLE VI
Board of Directors And Corporate Officers
Section 6.1 Powers. The Board shall govern the affairs of the District.
All corporate powers of the District shall be exercised by or under the authority
of and the business, property and affairs of the District shall be managed
under the direction of the Board except as may be otherwise provided in this
Charter, the Formation Ordinance or State law.
Section 6.2 Board Composition. Pursuant to RCW 35.57.010 and the
Formation Ordinance, the Council has established that the Board has five
members. The Council shall appoint the members of the Board as follows: (i)
two members appointed by the Council; and (ii) three members appointed by
the Council based on recommendations from local organizations. The
members appointed under (i) of this subsection shall not be members of the
Council. The members appointed under (ii) of this subsection, shall be based
on recommendations received from local organizations that may include, but
are not limited to the local chamber of commerce, local economic development
council, and local labor council.
Except for certain of the initial Board members (as set forth in Section
6.3(A)), the members shall serve four -year terms.
Section 6.3 Terms of Office.
A. The terms of office of the initially appointed members of the Board
shall commence on the date of their appointment and shall be staggered as
follows. Of the initial members, one must be appointed for a one -year term,
one must be appointed for a two -year term, one must be appointed for a three -
year term, and the remainder must be appointed for four -year terms.
B. With respect to the appointments of the initial Board members, the
Council shall designate which members are assigned to the one -, two -, three -
and four -year terms identified in subsection 6.3(A) above for purposes of
determining the length of terms of such initial Board members.
-3-
C. The Council shall fill vacancies during and at the expiration of the
term of Board members in the same manner as initial appointments.
D. Except for the initial members of the Board, each member shall be
appointed to serve for a four -year term. Each member shall continue to serve
until his or her successor has been appointed and qualified. Members may be
reappointed to serve not more than three consecutive full terms.
E. Terms shall expire on the day prior to the anniversary date of the
Charter of the year in which the respective director is scheduled to terminate.
Section 6.4 Quorum and Manner of Action. At all meetings of the Board
three directors then in office shall constitute a quorum. The Board may adopt
resolutions of the Board only by an affirmative vote of a majority of the Board
members then in office.
Section 6.5 Officers and Division of Duties.
A. The initial officers of the District shall be the President, Vice
President and Secretary/Treasurer of the Board. In no event shall there be less
than two officers designated, nor shall the same person occupy more than one
office. Additional officers (permanent or ad hoc) and temporary officers may be
created by majority approval of the Board or amendments to this Charter.
B. The President shall be the agent of the District for service of
process; the Bylaws may designate additional corporate officials as agents to
receive or initiate process. The corporate officers, who shall be selected from
among the membership of the Board, shall manage the daily affairs and
operations of the District.
C. The Board shall oversee the activities of the corporate officers,
establish and /or implement policy, participate in corporate activity, and shall
have stewardship for management and determination of all corporate affairs
consistent with this Charter.
Section 6.6 Executive Committee. An Executive Committee, which may
be appointed and /or removed by the Board, and shall have and exercise such
authority of the Board between meetings of the Board.
Section 6.7 Removal of Board Members. The Council may by resolution
remove from the Board for any reason, with or without cause, any member of
the Board at a public meeting, with prior notice to the District. In the event of
removal, members shall be replaced in the same manner as provided for in
filling vacancies on the Board.
ARTICLE VII
Meetings
Section 7.1 Board Meetings.
A. The Board shall meet at least quarterly each year; special meetings
of the Board may be called as provided by the Charter, the Bylaws or RCW
42.30.0 10 et seq.
B. The Board shall be the governing body of a public agency as
defined in RCW 42.30.020, and all meetings of the Board shall be held and
conducted in accordance with RCW 42.30.010 et seq. Notice of meetings shall
be given in a manner consistent with RCW 42.30.010 et seq. In addition, the
District shall provide, where practicable, notice of meetings mailed at least
three days prior to the time of the meeting, to any individual specifically
requesting it in writing.
C. All Board meetings, including all other permanent and ad hoc
committee meetings, shall be open to the public to the extent required by RCW
42.30.010 et seq. The Board and committees may hold executive sessions to
consider matters enumerated in RCW 42.30.010 et seq. or privileged matters
recognized by law, and shall enter the cause therefore upon its official journal.
At all public meetings, any citizen shall have a reasonable opportunity to
address the Board either orally or by written petition. Voting by proxy is not
permitted.
Section 7.2 Parliamentary Authority. The rules in Robert's Rules of
Order (revised) shall govern the District in all cases to which they are
applicable, where they are not inconsistent with the Charter or with the special
rules of order of the District set forth in the Bylaws.
Section 7.3 Minutes. Copies of the minutes of all regular or special
meetings of the Board shall be available to any person or organization that
requests them. The minutes of all Board meetings shall include a record of
individual votes on all matters requiring Board approval.
ARTICLE VIII
Procedural Requirements
Section 8.1 Board Review.
A. At least quarterly, the Board shall review monthly statements of
income and expenses, which compare budgeted expenditures to actual
expenditures. The Board shall review all such information at regular meetings,
-5-
the minutes of which shall specifically note such reviews and include such
information.
B. General or particular authorization or review and concurrence of
the Board by resolution shall be necessary for any significant transaction
including execution of any contract for an amount more than $5,000, adoption
of an annual budget, which such adoption shall occur no later than December
1 of the year prior to the budget year, certification of reports and statements to
be filed with the City as true and correct in the opinion of the Board and of its
members except as noted, and proposed amendments to the Charter and
Bylaws.
Section 8.2 Establishment and Maintenance of Office and Records The
District shall:
A. Maintain a principal office at a location within the boundaries of
the City;
B. File and maintain with the City Clerk a current listing of all Board
officials, their positions and their home addresses, their business and home
phone numbers (which information is personal non - disclosable information),
the address of the Districts principal office and of all other offices used by it,
and a current set of its Bylaws; and
C. Maintain all of its records in a manner consistent with the
Preservation and Destruction of Public Records Act, RCW Chapter 40.14.
Section 8.3 Access to Records.
A. The District shall keep an official journal containing the minutes of
proceedings at all regular and special meetings of the Board and the
resolutions of the Board.
B. Any person shall have access to records and information of the
District to the extent allowed by State law.
Section 8.4 Deposit of Public Funds. All District monies shall be
invested in investments that would be lawful for the investment of City funds.
Section 8.5 Reports and Information. The District shall, within three
months after the end of its fiscal year, file an annual report with the City
containing financial statements of assets and liabilities, revenue and
expenditures and changes in its financial position during the previous year; a
summary of significant accomplishments; a projected operating budget for the
current fiscal year; a summary of projects and activities to be undertaken
during the current year; and a list of District officials.
Section 8.6 Audits and Inspections. The District shall, at any time
during normal business hours and as often as the City Manager or his
designee, the Council or the State Auditor deem necessary, make available to
the City Manager or his designee, the Council or the State Auditor for
examination all of its financial records. The District shall permit the City
Manager or his designee, the Council or State Auditor to audit, examine and
make excerpts or transcripts from such records, and to make audits of all
records relating to all the aforesaid matters. The District shall review with the
City Manager within 45 days of receipt and take immediate corrective action to
address any audit findings or qualifications in its audit reports.
Section 8.7 Insurance. The District shall maintain in full force and
effect public liability insurance in an amount sufficient to cover potential
claims for bodily injury, death or disability and for property damage, which
may arise from or be related to projects and activities of the District, naming
the City as an additional insured, if such insurance shall be available at a
reasonable price as determined by the Board. If insurance is not maintained,
the District shall maintain adequate reserves, as determined by the Board, to
cover potential claims and losses.
Section 8.8 Bylaws.
A. Bylaws of the District may be adopted as the official rules for the
governing of meetings and the affairs of the District.
B. The Bylaws may be amended as provided in Article IX of this
Charter and consistent with the Formation Ordinance in order to provide
additional or different rules for governing the District and its activities as are
not inconsistent with this Charter.
C. Amendments to the Bylaws shall be effective 10 days after filing
with the City Clerk, unless such amendment(s) shall have been passed by
unanimous vote of the Board and an earlier effective date shall have been set.
Section 8.9 Conflict of Interest.
A. A Board member or employee of the District may not participate in
Board decisions if that person or a member of that person's immediate family
has a financial interest in the issue being decided.
B. A Board member or employee is not considered to be financially
interested in a decision when the decision could not affect that person in a
manner different from its effect on the public.
-7-
C. No Board member or employee of the District shall accept, directly
or indirectly, any gift, favor, loan, retainer, entertainment or other thing of
monetary value from any person, firm or corporation having dealings with the
District when such acceptance would conflict with the performance of a Board
member or employee's official duties. A conflict, or possibility of conflict, shall
be deemed to exist where a reasonable and prudent person would believe that
it was given for the purpose of obtaining special considerations or influence.
D. The Board may adopt additional conflict of interest and ethical
rules it considers appropriate.
E. For purposes of this section, "participate in a decision" includes all
discussions, deliberations, preliminary negotiations, and votes.
Section 8.10 Discrimination.
A. Board membership may not directly or indirectly be based upon or
limited by creed, age, race, color, religion, sex, national origin, marital status or
the presence of any sensory, mental or physical disability, unless such
limitations are necessary for the performance of the role and no less
discriminatory alternatives are available.
B. To ensure equality of employment opportunity, the District shall
not discriminate in any matter related to employment because of creed, age,
race, color, religion, sex, national origin, marital status or the presence of any
sensory, mental or physical disability, unless such limitations are necessary for
the performance of the role and no less discriminatory alternatives are
available. The District shall, in all solicitations or advertisements for
employees placed by or on behalf of the District, state that all qualified
applicants will receive consideration for employment without regard to creed,
age, race, color, religion, sex, national origin, marital status or the presence of
any sensory, mental or physical disability, unless such limitations are
necessary for the performance of the role and no less discriminatory
alternatives are available.
ARTICLE IX
Amendments to Charter and Bylaws
Section 9.1 Proposals to Amend Charter.
A. The District may propose to the Council that its Charter be
amended by resolution passed by a procedure outlined in its Bylaws at a
regular or special meeting of the Board for which 30 days' advance written
notice was given.
B. When required by law, the District shall propose to the Council an
amendment to this Charter that will conform to and be consistent with said
law.
C. As necessary and appropriate in the discretion of the Council, the
Council may propose to amend this Charter on its own initiative.
Section 9.2 Charter Amendments.
The Charter may be amended only with the approval of the Council.
After adoption of a Charter amendment, the revised Charter shall be issued
and filed in the same manner as the original Charter.
Section 9.3 Amendments to Bylaws.
The Bylaws of the District may be adopted or amended by a resolution
passed by a majority of the Board members in office at the time, provided
amendments are consistent with the Formation Ordinance and this Charter.
Bylaws shall be reviewed annually after the election of officers with
recommendations, if any, for amending the bylaws proposed by the Executive
Committee of the District, if such committee is established, otherwise by an ad
hoc Bylaws Committee appointed by the Board President. At any other time,
any Board member may introduce necessary amendments to the Bylaws to the
Board for consideration. As provided in the Formation Ordinance, as
necessary and appropriate in the discretion of the Council, the Council may
amend the Bylaws. Amendments to the Bylaws adopted by the Council may
not be further amended by the District for one year except with Commissioner
approval.
ARTICLE X
Commencement
The District shall commence its existence effective July 29, 2002.
ARTICLE XI
Dissolution
Section 11.1 Dissolution Process.
A. If the Board makes an affirmative finding that dissolution is
necessary or appropriate because the purposes of the District may not be
fulfilled for any reason, the Board may adopt a resolution requesting the
Council to dissolve the District.
B. Upon adoption of a motion by the Council requesting the following
information, or upon adoption by the District board of a resolution requesting
its own dissolution, the District shall file a dissolution statement with the City
Clerk setting forth:
1. The name and principal office of the District;
2. The debts, obligations and liabilities of the District, including
conditions of grants and donations, and the property and assets
available to satisfy the same; the provisions to be made for satisfaction of
outstanding liabilities and performance of executory contracts; and the
estimated time for completion of its dissolution;
3. Any pending litigation or contingent liabilities;
4. The Board resolution requesting such dissolution and the
date(s) and proceedings leading toward its adoption, whenever the
dissolution be voluntary; and
5. A list of persons to be notified upon completion of
dissolution.
Section 11.2 Trusteeship.
A. Superior Court jurisdiction over dissolution arises in the event the
dissolution Ordinance enacted by the Council requests Superior Court
trusteeship. In the event that the dissolution Ordinance so requests Super or
Court trusteeship, the Superior Court of Franklin County shall have
jurisdiction and authority to appoint trustees or receivers of corporate property
and assets and supervise such trusteeship or receivership.
B. The trustees appointed by the Superior Court shall take such
actions as necessary during the trusteeship to achieve the object thereof as
reasonable. The trustees shall have the power and authority to reorganize the
District and recommend amendment of its Charter and /or its Bylaws; suspend
and /or remove District officials, and manage the assets and affairs of the
District; and exercise any and all District powers as necessary or appropriate to
fulfill outstanding agreements, to restore the capability of the District, to
perform the functions and activities for which it is chartered, to reinstate its
credit or credibility with its creditors or obligees, and, if so authorized by the
Superior Court, to oversee its dissolution and appropriate subsequent
transactions.
ARTICLE XII
Approval of Charter
APPROVED by Pasco City Council Ordinance No. 3558 adopted on July
15, 2002.
Michael L. Garrison, Mayor
ATTEST: APPRO FORM ONLY:
Webster U. Jack n, City Clerk Leland B. Kerr, City Attorney