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Ordinance 4316ORDINANCE NO.4316 AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING AN AMENDED AND RESTATED CHARTER TO THE EDMONDS PUBLIC FACILITIES DISTRICT. 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 granted the District a charter with Ordinance 3361 for the purpose of establishing the District's organizational scheme, defining the District's powers and regulating the mode of exercise thereof; and WHEREAS, the District proposed certain amendments to that charter in 2021; and WHEREAS, those charter amendments were approved by the city council on September 21, 2021, but not through an ordinance; and WHEREAS, an amendment suggested by the city attorney on September 14, 2021 was not included in the September 21, 2021 draft; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. Charter Amendment. The charter of the Edmonds Public Facilities District, attached hereto as Exhibit A and incorporated herein by this reference as if set forth in full, is hereby granted to the District. The mayor is hereby authorized and directed to execute said charter. Section 2. Severability. If any section, subsection, clause, sentence, or phrase of this ordinance should be held invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this ordinance. Section 3. Effective Date. This ordinance, being an exercise of a power specifically 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. APPROVED: MAY IZ MIKE NELSON ATTEST/AUTHENTICATED: CITCaEak, SCOTT EY APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: BY JEFF TARADA FILED WITH THE CITY CLERK: August 11, 2023 PASSED BY THE CITY COUNCIL: August 15, 2023 PUBLISHED: August 18, 2023 EFFECTIVE DATE: August 23, 2023 ORDINANCE NO. 4316 2 SUMMARY OF ORDINANCE NO. 4316 of the City of Edmonds, Washington On the 15`h day of August, 2023, the City Council of the City of Edmonds, passed Ordinance No. 4316. A summary of the content of said ordinance, consisting of the title, provides as follows: AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON, GRANTING AN AMENDED AND RESTATED CHARTER TO THE EDMONDS PUBLIC FACILITIES DISTRICT. The full text of this Ordinance will be mailed upon request. DATED this 15th day of August, 2023. - cs�;� CITY CLERK,--Se6TT PASSEY 3 EDMONDS PUBLIC FACILITIES DISTRICT CHARTER AMENDED AND RESTATED CHARTER of the EDMONDS PUBLIC FACILITIES DISTRICT TABLE OF CONTENTS Page ARTICLE I NAME Section 1.01 Name ARTICLE II NATURE AND PURPOSES Section 2.01 Nature of the District Section 2.02 Purposes Section 2.03 Limitations on Liability Section 2.04 Mandatory Disclaimers ARTICLE III PERPETUAL EXISTENCE Section 3.01 Perpetual Existence ARTICLEN POWERS; INDEMNIFICATION Section 4.01 Power Section 4.02 Indemnification ARTICLEV BOARD OF DIRECTORS; EXECUTIVE DIRECTOR; ATTORNEY A Section 5.01 Board Powers Section 5.02 Board Composition Section 5.03 Board Officers Section 5.04 Removal of Board Members Section 5.05 Executive Director Section 5.06 Conflict of Interest Section 5.07 Attorney ARTICLE VI MEETINGS Section 6.01 Board Meetings Section 6.02 Board Quorum and Concurrence Section 6.03 Open Public Meetings Section 6.04 Minutes ARTICLE VII BYLAWS Section 7.01 Bylaws I 1 2 2 2 2 2 3 3 3 3 4 4 5 5 5 5 6 6 6 6 6 6 6 A ARTICLE VIII AMENDMENT TO CHARTER 7 Section 8.01 Proposals to Amend Charter 7 Section 8.02 Board Consideration of Proposed Amendments 7 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 ARTICLEX DISSOLUTION 7 Section 10.01 Dissolution 8 ARTICLE XI MISCELLANEOUS 8 Section 11.01 Liberal Construction and Severability 8 AMENDED AND RESTATED 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, 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 XlandatorN- 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 [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; (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. Following appointment of initial members, members of the Board shall be appointed by the Council based upon the recommendations of the Edmonds Center for the Arts or its successor organization consistent with the requirements of RCW 35.57.010. 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, or removal. 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 by the affirmative vote of the Board when the member fails to attend three consecutive regular meetings of the Board without approval from 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. No member of the Board shall serve more than eight (8) consecutive years as a member of the Board (the "Term Limit"); except when a member is appointed mid-term to fill a vacant position the appointee may serve out this partial term and then be eligible to serve two (2) additional four (4) year terms; and except that members of the Board serving four (4) year terms at the time the District adopts the Term Limit shall be permitted to serve the remainder of their current terms unless they resign, or are removed, pursuant to this Charter. 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 officers of the Board shall be the President, the Vice-President/Secretary and the Treasurer. The Treasurer shall be the City of Edmonds Finance Director and shall serve as an ex officio member of the Board. Additional officers may be provided for in the Bylaws of the District. 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 Memhers. 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 Fxecutive 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 unless permitted by the Board or as required by law. The Executive Director shall be the agent of the District for purposes of receiving service of process 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 or engage separate legal counsel of its choosing. Any potential conflicts of interest involving the City Attorney 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 MF F TTNGS Section 6.01 Board /Ieetin,_,s. Regular Board meetings shall be held on the fourth Thursday of each month or as set forth by separate Board Resolution. There shall be at least one Regular Board meeting in each calendar quarter of the year Special Board meetings shall be held from time to time as determined necessary by the Board. Board Meetings shall be conducted pursuant to the Open Public Meetings Act. 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 either in person or virtually 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 proxy shall not be permitted. Section 6.03 Oren Public Niectings. 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. 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. The Board may waive the notice time periods set forth in this Section upon the affirmative vote of the Board. 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 Citv 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 NUSCELLANEOUS Section 11.01 Liberal Construction and Scvcrability. This Charter shall be liberally construed in order to affect its purposes. If any section or part of this Charter is ultimately ruled 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 jj.El1 DAY OF NUC- g,-r , 2023. CITY OF EDMOND J BY: M YOR ATTEST/AUTHENTICATED p P'-?� «— City Clerk APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: BY: _, Everett Daily Herald J Affidavit of Publication State of Washington } County of Snohomish } ss Michael Gates being first duly sworn, upon oath deposes and says: that he/she is the legal representative of the Everett Daily Herald a daily newspaper. The said newspaper is a legal newspaper by order of the superior court in the county in which it is published and is now and has been for more than six months prior to the date of the first publication of the Notice hereinafter referred to, published in the English language continually as a daily newspaper in Snohomish County, Washington and is and always has been printed in whole or part in the Everett Daily Herald and is of general circulation in said County, and is a legal newspaper, in accordance with the Chapter 99 of the Laws of 1921, as amended by Chapter 213, Laws of 1941, and approved as a legal newspaper by order of the Superior Court of Snohomish County, State of Washington, by order dated June 16, 1941, and that the annexed is a true copy of EDH982563 ORDINANCE SUMMARY as it was published in the regular and entire issue of said paper and not as a supplement form thereof for a period of 1 issue(s), such publication commencing on 08/18/2023 and ending on 08/18/2023 and that said newspaper was regularly distributed to its subscribers during all of said period. Linda Phillips Notary Public The amount the fee for ch publication is State of \'Vashington $61.92. My APPaintmant EzGilea 81?5t2025 l ommisslan Nuntbor �+t� Subscribed and sworn be a e me on this day of Notary Public in and for the State of Washington. City of Edmond> - LEGAL ADS 114101416 SCO'IT PASSEY Classified Proof ORDINANCE SUMMARY or the city at dmonds, as -ngion On the 1Sth Day of August 2023. the Cdy Council of the City of Edmonds, passed the following Oranances, the surn nanos of said ordinances conslsting of lilies are provided as follows: ORDINANCE NO. 4315 AN ORDINANCE OF THE MY OF EDMONDS. WASHINGTON RELATED TO THE EDMONDS YOUTH COMMISSION AND THE APPOINTMENT OR REAPPOINTMENT OF ITS MEMBERS ORDINANCE NQ <316 AN ORDINANCE OF N I Y a DS. WASHINGTON, GRANTING AN AMENDED AND RESTATED CHARTER TO THE EDMONDS PUBLIC FACILITIES DISTRICT OORDINANC�NO. 4317 AN ORDINANCE OF THE CrTY OF EDMONDS, WASHINGTON. AMENDING THE EDMONDS CITY CODE TO REPEAL CHAPTER 3.16 PARKS TRUST FUND, AUTHORIZING THE CLOSURE OF THE PARKS TRUST FUND. REPEALING ORDINANCE 3466 AND FIXING A TIME WHEN THE SAME SHALL BECOME EFFECTIVE ORDINANCE F EDMNO. 4316 AN ORDINANCE OF THE CITYONUS, WASHINOTON, AMENDING PORTIONS OF CHAPTER 2.05 OF THE EDMONDS CITY CODE CONCERNING THE CITY ATTORNEY AND CITY PROSECUTOR ORDINANCE NO. A319 AN ORDINANCE OF�THEITY OF E6A16NOS, WASHINGTON. AMENDING SECTION 5.06.060 OF THE EDMONDS CITY CODE RELATING TO DOGS ON PUBLIC GROUNDS ORDINANCE NO 4320 AN ORDINANCE OF CITY O EDMONDS, WASHINGTON, AMENDING THE EDMONDS CITY CODE RELATED TO THE KEEPING OF POULTRY IN RESIDENTIAL ZONES DATED this 15Ih Day of August, 2023 CITY CLERK. SCOTT PASSEY Published: August 18. 2023. EDH982563 Proofed by Phillips, Linda, 08/18/2023 08:37:23 am Page: 2