Ordinance 33610006.90000
JZL/
5/8/01
ORDINANCE NO. 3361
AN ORDINANCE OF THE CITY OF EDMONDS,
WASHINGTON, GRANTING A CHARTER TO THE
EDMONDS PUBLIC FACILITIES DISTRICT AND FIXING A
TIME WHEN THE SAME SHALL BECOME EFFECTIVE.
WHEREAS, pursuant to Chapter 165, Laws of 1999, the City Council of the City
of Edmonds passed Ordinance No. 3358 on April 24, 2001, creating the Edmonds Public
Facilities District (the "District "); and
WHEREAS, the City Council desires to grant to the District a Charter for the
purpose of establishing the District's organizational scheme, defining the District's powers and
regulating the mode of exercise thereof; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO
ORDAIN AS FOLLOWS:
Section 1. Grant of Charter. The Charter of the Edmonds Public Facilities
District, attached hereto and incorporated herein by this reference as if set forth in full, is hereby
granted to the District. The Mayor, City Clerk and other appropriate officers of the City are
hereby authorized and directed to execute said Charter.
Section 2. Effective Date. This ordinance, being an exercise of a power specifi-
cally delegated to the City legislative body, is not subject to referendum, and shall take effect
five (5) days after passage and publication of an approved summary thereof consisting of the
title.
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APPROVED:
mAy6R G AAKENSON
ATTEST /AUTHENTICATED:
. � ,/ e�4 �
CITY CLERK, SANDRA S. CHASE
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
BY
FILED WITH THE CITY CLERK: 05/11/2001
PASSED BY THE CITY COUNCIL: 05/14/2001
PUBLISHED: 05/20/2001
EFFECTIVE DATE: 05/25/2001
ORDINANCE NO. 3361
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SUMMARY OF ORDINANCE NO. 3361
of the City of Edmonds, Washington
On the 14th day of May, 2001, the City Council of the City of Edmonds, passed
Ordinance No. 3361. A summary of the content of said ordinance, consisting of the title,
provides as follows:
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING A
CHARTER TO THE EDMONDS PUBLIC FACILITIES DISTRICT AND FIXING A TIME
WHEN THE SAME SHALL BECOME EFFECTIVE.
The full text of this Ordinance will be mailed upon request.
DATED this 15th day of May, 2001.
"'A i ) P c�
CITY CLERK, SANDRA S. CHASE
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CHARTER
of the
EDMONDS PUBLIC FACILITIES DISTRICT
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TABLE OF CONTENTS
Page
ARTICLEI NAME ........................................................................ ..............................1
Section1.01 Name ............................................................................. ..............................1
ARTICLE II NATURE AND PURPOSES ..................................... ..............................2
Section 2.01 Nature of the District .................................................... ..............................2
Section2.02 Purposes ......................................................................... ..............................2
Section 2.03 Limitations on Liability ................................................ ..............................2
Section 2.04 Mandatory Disclaimers ................................................. ..............................2
ARTICLE III PERPETUAL EXISTENCE ...................................... ..............................3
Section 3.01 Perpetual Existence ....................................................... ..............................3
ARTICLE IV POWERS; INDEMNIFICATION ............................. ..............................3
Section4.01 Powers ...:....................................................................... ..............................3
Section 4.02 Indemnification ............................................................. ..............................4
ARTICLE V BOARD OF DIRECTORS; EXECUTIVE DIRECTOR; ATTORNEY .4
Section 5.01 Board Powers ............................................................... ..............................4
Section 5.02 Board Composition ....................................................... ..............................5
Section 5.03 Board Officers ............................................................... ..............................5
Section 5.04 Removal of Board Members ......................................... ..............................5
Section 5.05 Executive Director ........................................................ ..............................5
Section 5.06 Conflict of Interest ........................................................ ..............................6
Section5.07 Attorney ........................................................................ ..............................6
ARTICLE VI MEETINGS ...............................:............................... ..............................6
Section 6.01 Board Meetings ........................................................ ..... ..............................6
Section 6.02 Board Quorum and Concurrence .................................. ..............................6
Section 6.03 Open Public Meetings ................................................... ..............................6
Section6.04 Minutes ........................................................................... ..............................6
ARTICLE VII BYLAWS ................................................................... ..............................6
Section7.01 Bylaws ........................................................................... ..............................6
ARTICLE VIII AMENDMENT TO CHARTER ................................ ..............................7
Section 8.01 Proposals to Amend Charter ......................................... ..............................7
Section 8.02 Board Consideration of Proposed Amendments ........... ..............................7
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Section 8.03 Vote Required for Proposals to Amend the Charter ...... ..............................7
Section 8.04 City Council Approval of Proposed Charter Amendments ........................7
ARTICLE IX COMMENCEMENT ................................................. ..............................7
Section 9.01 Commencement ...............:............................................ ..............................7
ARTICLE X DISSOLUTION ......................................................... ..............................7
Section 10.01 Dissolution .................................................................. ..............................8
ARTICLE XI MISCELLANEOUS .................................................. ..............................8
Section 11.01 Liberal Construction and Severability ....................... ..............................8
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CHARTER
of the
EDMONDS PUBLIC FACILITIES DISTRICT
WHEREAS, the City Council (the "Council ") of the City of Edmonds, Washington (the
"City ") has determined that it is in the best interests of the City and its citizens to create a public
facilities district coextensive with the boundaries of the City and to explore the possible
acquisition, construction, operation, promotion and financing of a convention center, conference
center, special events center and/or related parking and other facilities within the City (the
"Regional Center "); and
WHEREAS, Laws of Washington, 1999, Chapter 165, codified as Chapter 35.57 of the
Revised Code of Washington (the "Act ") authorizes the Council, as the legislative authority of a
city located in a county with a population of less than one million, to create a public facilities
district coextensive with the boundaries of the City for the purposes, inter alia, of acquiring,
constructing, operating, promoting and financing a Regional Center; and
WHEREAS, pursuant to Ordinance No. 3358 of the City, passed on April 24, 2001, the
City authorized and approved the creation of a public facilities district, designated as the
Edmonds Public Facilities District (the "District "), coextensive with the boundaries of the City,
to assist in the possible acquisition, construction, operation, promotion and financing of a
Regional Center;
NOW, THEREFORE, this Charter is hereby granted to and approved by the District.
ARTICLE I
NAME
Section 1.01 Name. The name of the public facilities district shall be the "Edmonds
Public Facilities District."
ARTICLE II
NATURE AND PURPOSES
Section 2.01 Nature of the District. The District shall be a public facilities district
organized pursuant to the Act and Ordinance No. 3358. The boundaries of the District shall be
coextensive with the boundaries of the City. The District shall be a municipal corporation, an
independent taxing "authority" within the meaning of Article VII, Section I of the Constitution
of the State of Washington (the "Constitution "), and a "taxing district" within the meaning of
Article VII, Section 2 of the Constitution. The District shall be an entity independent of and
separate from the City.
Section 2.02 Purposes. The purpose of the District shall be to provide a separate legal
entity pursuant to the Act and Ordinance No. 3358 to acquire, construct, own, remodel, maintain,
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equip, re- equip, repair, finance and operate a Regional Center (as hereinafter defined) and to
carry on any other related activities in connection with the foregoing. "Regional Center" shall
mean a convention, conference or special events center, or any combination of facilities, and
related parking facilities, serving South Snohomish County, Washington, constructed, improved
or rehabilitated after the effective date of Chapter 165, Laws of 1999, at a cost of at least ten
million dollars, including debt service. These purposes are hereby declared to be public purposes.
No part of the revenues of the District shall inure to the benefit of its directors or officers, or to
any private person.
Section 2.03 Limitations on Liability. All debts, liabilities and other obligations
incurred by the District ( "Obligations ") shall be satisfied: (a) in the case of Obligations which, by
their terms, are not payable from a special or limited source of funds, exclusively from the
revenues, assets and properties of the District, and (b) in the case of Obligations which, by their
terms, are payable from a special or limited source of funds, exclusively from such revenues,
assets and properties of the District as shall be specifically pledged thereto or otherwise
identified as being the source of payment thereof. No creditor, claimant or other person shall
have any right of action against or recourse to the City or its revenues, assets or properties on
account of or with respect to any such Obligations, or otherwise on account of or with respect to
any acts or omissions of the District or its officers, employees or agents.
Section 2.04 Mandatory Disclaimers. A disclaimer in substantially the following form
shall be posted in a prominent place accessible to the public in the District's principal office and
any other administrative offices. It shall also be printed or stamped on all contracts, bonds and
other documents that evidence or create any Obligation which, by its terms, is not payable from a
special or limited source of funds.
The Edmonds Public Facilities District is a public facilities district established
pursuant to Ordinance No. 3358 of the City of Edmonds, Washington, and the
laws of the State of Washington, including, but not limited to, Chapter 35.57 of
the Revised Code of Washington. All debts, liabilities and other obligations
incurred by the District shall be satisfied exclusively from the revenues, assets
and properties of the District. No creditor, claimant or other person shall have any
right of action against or recourse to the City of Edmonds, the State of
Washington, or any other political subdivision of the State of Washington on
account of or with respect to any debts, liabilities or other obligations of the
District, or otherwise on account of or with respect to any acts or omissions of the
District or its officers, employees or agents.
In addition, a disclaimer in substantially the following form shall be printed or stamped
on all contracts, bonds and other documents that evidence or create any Obligation which, by its
terms, is payable from a special or limited source of funds.
The Edmonds Public Facilities District is a public facilities district established
pursuant to Ordinance No. 3358 of the City of Edmonds, Washington, and the
laws of the State of Washington, including, but not limited to, Chapter 35.57 of
the Revised Code of Washington. The obligations of the District with respect to
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[describe the contract, bond or other document] shall be and remain special,
limited obligations of the District payable solely from [describe the particular
revenues, assets or properties of the District from which the obligations are
payable]. In no event shall such obligations be payable from or secured by any
revenues, assets or properties of the District other than those described in the
preceding sentence, or by any revenues, assets or properties of the City of
Edmonds, the State of Washington or any other political subdivision of the State
of Washington. No creditor, claimant or other person shall have any right of
action against or recourse to the City of Edmonds, the State of Washington, or any
other political subdivision of the State of Washington on account of or with
respect to any debts, liabilities or other obligations of the District, or otherwise on
account of or with respect to any acts or omissions of the District or its officers,
employees or agents.
ARTICLE III
PERPETUAL EXISTENCE
Section 3.01 Perpetual Existence. The District shall have a perpetual existence until
dissolved in accordance with this Charter and the Act.
ARTICLE IV
POWERS; INDEMNIFICATION
Section 4.01 Powers. Except as otherwise provided herein, the District shall have and
may exercise all lawful powers conferred upon public facilities districts as of the date hereof by
the laws of the State of Washington, including the Act, or as hereafter granted to the District by
statute. Such powers shall include, but are not limited to, the following:
(a) To hire employees, staff, and services, to enter into contracts, to direct
agents and services acquired pursuant to interlocal agreement, and to sue and be sued;
(b) To acquire and transfer real and personal property by lease, sublease,
purchase or sale;
(c) To acquire, construct, own, remodel, maintain, equip, re- equip, repair,
finance and operate a Regional Center, and to develop, promote and advertise such Regional
Center, and to exercise all powers reasonably necessary to fulfill its charge as defined by
ordinance, charter and state statute;
(d) To impose fees and charges for the use of its facilities, and to accept and
expend or use gifts, grants and donations;
(e) To impose charges, fees and taxes authorized by the Act, provided,
however, that no such taxes shall be imposed without either a public vote or the prior consent
and approval of the City by ordinance;
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(f) To contract with public or private entities for the operation or management
of its public facilities; and
(g) To issue its general obligation bonds and revenue bonds pursuant to the
Act.
Section 4.02 Indemnification. To the extent permitted by law, the District shall protect,
defend, hold harmless and indemnify any director, officer, employee or agent of the District who
is a party or threatened to be made a party to a proceeding by reason related to that person's
conduct as a director, officer, employee or agent of the District, against judgments, fines,
penalties, settlements and reasonable expenses (including attorneys' fees) incurred by him or her
in connection with such proceeding, if such person acted in good faith and reasonably believed
his or her conduct to be in the District's best interests and if, in the case of any criminal
proceedings, he or she had no reasonable cause to believe that his or her conduct was unlawful.
The indemnification and protection provided herein shall not be deemed exclusive of any other
rights to which a person may be entitled as a matter of law or by contract or by vote of the Board
of Directors. The District may purchase and maintain appropriate insurance covering such risks.
ARTICLE V
BOARD OF DIRECTORS; EXECUTIVE DIRECTOR
Section 5.01 Board Powers. All powers of the District shall be exercised by or in the
name of the Board of Directors (the "Board "). The powers of the Board shall include, but are not
limited to, the following:
(a) To establish and implement the policies and programs of the District, and
the procedures for the management and administration of the District's affairs;
(b) To appoint and remove, at the pleasure of the Board, the District's officers,
agents and employees, and to prescribe their respective powers and duties consistent with the
provisions hereof;
(c) To borrow money and incur indebtedness in accordance with the Act; and
(d) To provide for the investment of the District's funds.
Section 5.02 Board Composition. The Board shall be composed of five (5) members
appointed by the Council to four (4) year terms. However, of the initial members, one shall be
appointed for a one -year term, one shall be appointed for a two -year term, one shall be appointed
for a three -year term and the remainder shall be appointed for four -year terms. Two of the
members of the Board shall be appointed at the sole discretion of the Council so long as neither
appointee is a member of the Council. Three of the members of the Board shall be appointed by
the Council based upon the recommendations of local organizations that may include, but are not
limited to, the Edmonds Chamber of Commerce, local economic development organizations and
local labor councils. Board members need not be residents of the City of Edmonds. A vacancy
or vacancies on the Board shall be deemed to exist in case of the death, disability, resignation,
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removal, or forfeiture of membership. A vacancy caused by resignation shall be deemed to exist
upon the effective date of the resignation, with no formal acceptance thereof necessary. A Board
member may be removed when the member fails to attend three consecutive meetings of the
Board. Vacancies on the Board shall be filled by appointment in accordance with the above
provisions. Any person selected to fill a vacancy on the Board shall serve the balance of the term
of the person being replaced.
Section 5.03 Board Officers. The Board shall include three or more officers. The same
person shall not occupy both the office of President and any office responsible for the custody of
funds and maintenance of finances and accounts. The initial officers of the Board shall be the
President, the Secretary and the Treasurer. Additional officers may be provided for in the Bylaws
of the District. The President shall be the agent of the District for purposes of receiving service
of process; provided, that the Bylaws may designate additional officers of the District as agents
to receive or initiate process. The District may contract with the City for the services of the City
Administrative Services Director as custodian of the District's funds.
Section 5.04 Removal of Board Members. The Council may by resolution remove any
or all Board members, with or without cause; provided, that on the date of or prior to such
removal the Council shall appoint a replacement for each member removed in accordance with
the provisions hereof. A copy of the resolution removing a Board member and a letter signed by
the Mayor of the City advising such member of his or her removal shall be delivered to such
Board member promptly following the adoption of any such resolution.
Section 5.05 Executive Director. The Board may appoint an Executive Director. The
Executive Director shall be the chief administrative officer of the District, and shall be subject to
supervision by the Board. The Executive Director shall have such powers and perform such
duties as may be prescribed from time to time by the Board, and shall be entitled to notices of all
meetings of the Board; provided, however, that the Executive Director shall not be entitled to be
present during any discussions relating to his or her employment or performance. The Executive
Director shall have primary responsibility for all matters involving day -to -day operations of the
District, and shall make recommendations to the Board on practices, policies and programs of the
District. The District may contract with the City for the services of an Executive Director. In the
absence of an Executive Director, all powers otherwise delegated to the Executive Director may
be exercised by the President of the Board.
Section 5.06 Conflict of Interest. No member of the Board nor the Executive Director
shall be beneficially interested, directly or indirectly, in any contract, sale, lease or purchase
which may be made by, through or under supervision of such official, in whole or in part, or
which may be made for the benefit of his or her office, or accept, directly or indirectly, any
compensation, gratuity or reward in connection with such contract from any other person
beneficially interested therein. This section shall not apply to any remote interest of any such
official.
Section 5.07 Attorney. The Board may be represented by the City Attorney of the City
of Edmonds, provided, however, that the Board may, in the event of conflict, engage separate
legal counsel of its choosing. Any potential conflicts of interest involving the City Attorney
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shall be determined and resolved by reference to Title 1 of the Rules of Professional Conduct, as
that Title now exists or may be amended.
ARTICLE VI
MEETINGS
Section 6.01 Board Meetings. Regular Board meetings shall be held on the first
Thursday of January and first Thursday of June of each year. Special Board meetings shall be
held from time to time as determined necessary by the Board.
Section 6.02 Board Quorum and Concurrence. A quorum to commence a Board
meeting shall be no fewer than three (3) members. The Bylaws of the District may prescribe
Board quorum restrictions that equal or exceed the quorum restrictions imposed in this Section.
Board members present at a duly convened meeting may continue to transact business
notwithstanding the withdrawal of enough members to leave less than a quorum; provided, any
action shall be approved by at least three (3) members. Board concurrence may be obtained at
any regular or special meeting by an affirmative vote of a majority of the Board members voting
on the issue; provided, that such majority shall include not less than three (3) votes. Voting by
telephone or by proxy shall not be permitted.
Section 6.03 Open Public Meetings. Notice of meetings shall be given in a manner
consistent with the Open Public Meetings Act, Laws of Washington 1971, Extraordinary
Session, Chapter 250, codified as Chapter 42.30 of the Revised Code of Washington, as
supplemented and amended. In addition, the District shall provide reasonable notice of meetings
to any individual specifically requesting it in writing. The District shall define in its Bylaws the
opportunity for public comment to be granted at Board meetings.
Section 6.04 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 as required by State
law; provided, however, that minutes with respect to closed executive sessions need not be made
available. The minutes of all Board meetings shall include a record of individual votes on all
matters requiring Board concurrence.
ARTICLE VII
BYLAWS
Section 7.01 Bylaws. The Board shall adopt Bylaws to provide additional rules, that are
not inconsistent with this Charter, governing the District and its activities.
ARTICLE VIII
AMENDMENT TO CHARTER
Section 8.01 Proposals to Amend Charter. Any Board member may introduce a
proposal to amend the Charter at any regular meeting or special meeting of the Board.
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Section 8.02 Board Consideration of Proposed Amendments. If notice of a proposal to
amend the Charter and information, including the text of the proposed amendment and a
statement of its purpose and effect, is provided to members of the Board fifteen (15) days prior to
any regular Board meeting or any special meeting of which thirty (30) days advance notice has
been given, then the Board may vote on the proposal at the same meeting at which the proposal
is introduced. If such notice and information is not so provided, the Board may not vote on the
proposal until the next regular meeting or a special meeting of which thirty (30) days advance
notice has been given, and in each case at least fifteen (15) days prior to which meeting such
notice and information is provided to Board members. Amendments to the proposal within the
scope of the original proposal will be permitted at the meeting at which the vote is taken.
Section 8.03 Vote Required for Proposals to Amend the Charter. Resolutions of the
Board approving proposals to amend the Charter shall require an affirmative vote of a majority
of the Board members voting on the issue; provided, that the total number of Board members
voting on any such proposal shall equal at least four. ,
Section 8.04 City Council Approval of Proposed Charter Amendments. Proposals to
amend the Charter that are approved by the Board shall be submitted to the Council for
consideration. The Charter may be amended only by ordinance of the Council. After the District
has been created, no amendments shall be undertaken to this Charter except pursuant to a
proposal of the Board.
ARTICLE IX
COMMENCEMENT
Section 9.01 Commencement. The District shall commence its existence effective upon
the adoption of Ordinance No. 3358. This Charter shall be effective as of the effective date of
City of Edmonds Ordinance No. 3361.
ARTICLE X
DISSOLUTION
Section 10.01 Dissolution. The District may be dissolved pursuant to an ordinance
passed by the Council and in such manner as may be required by State law; provided, however,
that the District shall not be dissolved so long as it has any outstanding Obligations. Upon
dissolution of the District and the winding up of its affairs, title to all remaining property and
assets of the District shall vest in the City to be used for public purposes consistent with the
powers granted to the City under Title 35A RCW, and, in the event of donated funds or property,
consistent with the terms, if any, of such donation.
ARTICLE XI
MISCELLANEOUS
Section 11.01 Liberal Construction and Severability. This Charter shall be liberally
construed in order to effect its purposes. If any section or part of this Charter is ultimately ruled
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invalid or illegal by a court of competent jurisdiction, such invalidity or illegality shall not affect
the remaining sections or parts of this Charter.
THIS CHARTER IS EXECUTED AS OF THIS 16t' DAY OF MAY, 2001.
CITY OF EDMONDS
By:
Gary/Haakll, Mayor
ATTEST /AUTHENTICATED
Sandra S. Chase, City Clerk
APPROVED AS TO FORM:
OFFICE OF THE CITY TTORNEY:
By:
W. Scott Snyder
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Affidavit of Publication
STATE OF WASHINGTON, ca
COUNTY OF SNOHOIKISH,
E
SUMMARY OF ORDINANCE NO. 3361 �' The undersigned, being first duly sworn on oath deposes and says
of the iryotEdmonds, Washington that she is Principal Clerk of THE HERALD, a daily newspaper
On the 14th day of May, 2001, the City Council- of the City of
Edmonds, passed Ordinance No. 3361. A summary of the content of 4
said ordinance, consisting of the title, provides as follows: printed and published in the City of Everett, County of Snohomish,
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON,
GRANTING A CHARTER TO THE EDMONDS PUBLIC FACILITIES and State of Washington; that said newspaper is a newspaper of
DISTRICT AND FIXING A TIME WHEN THE SAME SHALL
BECOME EFFECTIVE:
The full text of this Ordinance will be mailed upon request general circulation in said County and State; that said newspaper
DATED this 15th day of May, 2001.
CITY CLERd as a legal newspaper by order of the Superior
K, SANDRA S. CHASE has been approve
Published: May 20, 2001.
- - -- -� Court of Snohomish County and that the notice ........................
Summary of Ordinance #3361 ......................... ....I..........................
City of Edmonds ....................
..................................................................................... .............................
............................................................... .................. ....... ...... ......... ............... ................
a printed copy of which is hereunto attached, was published in said
newspaper proper and not in supplement form, in the regular and
entire edition of said paper on the following days and times, namely:
May 20, 2001
.....................
...................................................................... ............................... ... .........
...................................................................................................... ...............................
and that said newspaper was regularly distributed to its subscribers
during all of said period.
a.. ` ......... .......
Principal Clerk
Subscribed rdsworn to before me this ..........21 s .......
of.../ 1Ma°' ...... ............r.......:..�....... 20..01.
\ 1 residing at Everett, Snohonusr o , LY•
r. F�r�s ty
` itN .1 �� •C.t .
RE:cervF'n
MAY 2 4 2001
5 -2 -1
EDMONDS CITY CLERK