HomeMy WebLinkAbout3262 Relating to the Fort Worden Lifelong Learning Center Public Development Authority; Amending Chapter 2.84 of the Port Townsend Municipal Code Ordinance 3262
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ORDINANCE NO. 3262
AN ORDINANCE OF THE CITY OF PORT TOWNSEND RELATING TO THE FORT
WORDEN LIFELONG LEARNING CENTER PUBLIC DEVELOPMENT
AUTHORITY; AMENDING CHAPTER 2.84 OF THE PORT TOWNSEND MUNICIPAL
CODE
RECITALS:
A. Pursuant to RCW 35.21.730 through 35.21.755 and Ordinance 3018 adopted on
September 8, 2009 (the "Enabling Ordinance"), the City Council (the "Council")
of the City of Port Townsend, Washington (the "City") authorized the creation of
a public corporation known as the Port Townsend Public Development Authority
(the "Authority").
B. On September 19, 2011, the Council adopted Ordinance 3063, renaming the
Authority as the Fort Worden Lifelong Learning Public Development Authority
and approving an Amended and Restated Charter.
C. On April 4, 2016, the Council adopted Ordinance 3148, amending the nomination
and reporting requirements for the Fort Worden Lifelong Learning Public
Development Authority.
D. Council has determined that the Fort Worden Lifelong Learning Public
Development Authority requires additional oversight.
NOW, THEREFORE, the City Council of the City of Port Townsend do ordain as
follows:
Section 1: Amendment to Enabling Ordinance. Chapter 2.84 of the Port Townsend
Municipal Code is amended as set forth in Exhibit A.
Section : Severability. If any provision of this ordinance or its application to any
person or circumstance is held invalid, the remainder of the ordinance, or the application
of the provision to other persons or circumstances, is not affected.
Section 3: Effective Date. This ordinance shall take effect and be in force five days after
the date of its publication in the manner provided by law.
Ordinance 3262
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ADOPTED by the City Council of the City of Port Townsend, Washington, at a regular
meeting thereof, held this 19th day of April 2021.
icl1elle�Sandoval—
Mayor
Attest: Approved as to Form:
Ur
Joanna Sanders M.._�C 1leidi Crreiiwt� �
City Clerk City Attorney
Ordinance 3262 Exhibit A
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Exhibit A
Chapter 2.84
PORT TOWNSEND PUBLIC DEVELOPMENT AUTHORITY
Sections:
2.84.010 Authority created—City liability limited.
184.015 AutilorityAlbiect to logLa[,_,qateand federal law
2.84.020 Powers—Generally.
2.84.030 Limitation of powers.
2.84.040 Charter.
2*14,051 Effect of issuance of charter,
2.84.060 Board of directors—Nominating committee—Officers.
2,84.065 Executive director,
2.84.070 Meeting.
2.84.080 Bylaws.
2.84.090 Ethics., Prohibited conduct.
2.84.100 Funds of the authority.
2.84.110 Discrimination prohibited.
L84.11 L Correctiyeaiclion�
2.84.117 Trusteeship.
2,84.120 Dissolution.
2.84.125 Financial oversiglit conimittee
2.84.130 Insurance.
2.84.140 Annual reports.
2.84.150 Access to recoirds.
2.84.160 Bonds and notes.
2.84.170 Public corporation.
2.84.180 Ancillary authority.
2.84.190 Liberal construction.
2.84.010 Authority created —City liability limited.
A. Authority Created. The council hereby authorizes the creation of a public corporation
pursuant to RCW 35.21.730(5). The public corporation shall have all of the powers set forth in
this chapter, RCW 35.21.730 through 35.21.755, and its charter necessary to manage, promote,
develop, secure funding, and enhance the Fort Worden State Park (the "park") including
undertaking, assisting with, and otherwise facilitating the implementation of a Lifelong Learning
Center at the park generally as envisioned in the Fort Worden Long-Range Plan(2008) adopted
by the Washington State Parks and Recreation Commission, including any amendments thereto.
The authority will partner with organizations currently residing at the park and other private and
nonprofit entities to accomplish the functions specified in its charter.
B. Name. The name of the public corporation shall be the "Fort Worden Lifelong Learning
Center public development authority" (hereinafter the "authority"). The board may recommend a
Ordinance 3262 Exhibit A
Page 2 of 21
name change or a trade name for council review and approval. The corporate name shall take any
form approved by council; provided, however, the corporate name shall not (1) end with
"incorporated," "company" or "corporation" or any abbreviation thereof or use the term
"grange," "bank," "banking," "trust" or"savings" therein, or any combination of words that are
restricted from its usage by state law; or(2) adopt or appear deceptively similar to the name of
any corporation, existing or organized under the laws of the state or authorized to transact
business or conduct affairs in the state, or a corporate name reserved or registered as permitted
by the laws of the state.
C. Seal. The corporate seal of the authority shall carry the name of the authority.
D. City Liability Limited. The authority is an independent legal entity exclusively responsible for
its own debts, obligations and liabilities. Except as specifically agreed in writing by the city, the
authority shall take no action that might impose liability upon the city. All liabilities incurred by
the authority shall be satisfied exclusively from the assets, credit, and properties of the authority,
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 authority.
The charter of the authority shall provide that the authority is organized pursuant to this chapter
and RCW 35.21.730 through 35.21,755 and state as follows:
[A]11 liabilities incurred by the Authority shall be satisfied exclusively from
the assets and properties of the Authority and no creditor or other person shall
have any right of action against the City of Port Townsend, Washington on
account of any debts, obligations or liabilities of the Authority.
Such statement shall be displayed in a prominent location in the principal office and other offices
of the authority. It shall also be printed or stamped on all contracts, bonds, and other documents
that may entail any debt or liability by the authority. Failure to display, print or stamp the
statement required by this section shall not be taken as creating any liability for the city.
2.84.015 Atithtwity sub ect to local state and federal law
The authorit s� sub'ect to all aplip cable loca1� state and federal laws including. but not
lin itccl to thea licabilit o.l cr etal ltt vs Ma der I CW 35.21.75q the requirement to be audited.
by the state auditor and various accounting �chaitncccr iter 43.419 RCW the
2,en public record requirements of cha ter 42.56, RCW the prohibition oat its facilities for
cata pai n pgrp ses under RCW 42,17A,555. the open ti lic meetings law of chapter 42.30
RCW, the cods ofethics for munici al officers wider cha ptc,t.X2.23 RCW and the local
overnment whistleblower law under cha ter 42.41 RCW.
2.84.020 Powers —Generally.
Except as otherwise limited by Washington state law, this chapter, or the charter of the authority,
the authority shall have and exercise all lawful powers necessary or convenient to effect the
purposes for which the authority is organized and to perform authorized corporate functions,
including, without limitations, the power to:
A. Own, lease, acquire, dispose of, exchange and sell real and personal property;
Ordinance 3262 Exhibit A
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B. Contract for any authority purpose with individuals, associations and corporations, municipal
corporations, any agency of the state government or its political subdivisions, and the state, any
Indian tribe, and the United States or any agency or department thereof,
C. Sue and be sued in its name;
D. Lend its funds, property, credit or services, borrow money, or act as a surety or guarantor for
corporate purposes;
E. Do anything a natural person may do;
F. Perform and undertake all manner and type of community services and activities in
furtherance of the carrying out of the purposes or objectives of any program or project heretofore
or hereafter funded in whole or in part with funds received from the United States, state, county,
or other political entity, or any agency or department thereof, or any other program or project,
whether or not funded with such funds, which the authority is authorized to undertake by federal
or Washington state law, city ordinance, city resolution, by agreement with the city, or as may
otherwise be authorized by the city;
G. Provide and implement such municipal services and functions as the council may by
ordinance or resolution direct;
H. Transfer any funds, real or personal property, property interests, or services, with or without
consideration;
I. Receive and administer governmental or private funds, goods, or services for any lawful public
purpose;
J. Purchase, acquire, lease, exchange, mortgage, encumber, improve, use, manage, or otherwise
transfer or grant security interests in real or personal property or any interests therein; grant or
acquire options on real and personal property; and contract regarding the income or receipts from
real property;
K. Issue negotiable bonds and notes in conformity with applicable provisions of the Uniform
Commercial Code and Washington State law and this chapter in such principal amounts as, in the
discretion of the authority, shall be necessary or appropriate to provide sufficient funds for
achieving any corporate purposes; or to secure financial assistance, including funds from the
United States, a state, or any political subdivision or agency of either for corporate projects and
activities; provided, however, that all bonds and notes or liabilities occurring thereunder shall be
satisfied exclusively from the assets, properties or credit of the authority, and no creditor or other
person shall have any recourse to the assets, credit or services of the city thereby, unless the
council shall by resolution expressly guarantee such bonds or notes;
L. Contract for, lease, and accept transfers, gifts or loans of funds or property from the United
States, a state, and any political subdivision or agency of either, including property acquired by
any such governmental unit through the exercise of its power of eminent domain, and from
corporations, associations, individuals or any other source, and to comply with the terms and
conditions therefor;
Ordinance 3262 Exhibit A
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M. Manage, on behalf of the United States, a state, and any political subdivision or agency of
either any property acquired by such entity through gift, purchase, construction, lease,
assignment, default, or exercise of the power of eminent domain;
N. Recommend to appropriate governmental authorities public improvements and expenditures
for areas located within the city;
O. Recommend to the United States, a state, and any political subdivision or agency of either any
property, owned or that could be acquired by the political entity, which, if committed or
transferred to the authority, would materially advance the public purpose for which the authority
is chartered;
P. Initiate, carry out, and complete such improvements of benefit to the public consistent with its
charter as the United States, a state, and any political subdivision or agency of either may
request;
Q. Recommend to the United States, a state, and any political subdivision or agency of either
such tax, financing, and security measures as the authority may deem appropriate to maximize
the public interest in the city;
R. Provide advisory, consultative, training, educational, and community services or advice to
individuals, associations, corporations, or governmental agencies, with or without charge;
S. Control the use and disposition of corporate property, assets, and credit;
T. Invest and reinvest its funds;
U. Fix and collect charges for services rendered or to be rendered, and fix and collect rents for
properties or portions of properties leased, and establish the consideration for property
transferred;
V. Sponsor, lease, manage, construct, own, or otherwise participate in housing projects, where
such activity furthers the purpose for which the authority is chartered;
W. Maintain books and records as appropriate for the conduct of its affairs;
X. Conduct corporate affairs, carry on its operations, and use its property as allowed by law and
consistent with this chapter, its charter and its bylaws; designate agents and engage employees,
prescribing their duties, qualifications, and compensation; and secure the services of consultants
for professional services, technical assistance, or advice;
Y. Exercise and enjoy such additional powers as may be authorized by law.
2.84.030 Limitation of powers.
The activities and transactions of the authority shall be limited in the following respects:
A. The authority shall have no power of eminent domain nor any power to levy taxes or special
assessments.
B. The authority may not incur or create any liability that permits recourse by any contracting
party or member of the public to any assets, services, resources, or credit of the city.
Ordinance 3262 Exhibit A
Page 5 of 21
C. No funds, assets, or property of the authority shall be used for any partisan political activity or
to further the election or defeat of any candidate for public office; nor shall any funds or a
substantial part of the activities of the authority be used for publicity or educational purposes
designed to support or defeat legislation pending before the Congress of the United States, or the
legislature or governing body of any political entity; provided, however, that funds may be used
for representatives of the authority to communicate with governmental entities concerning
funding and other matters directly affecting the authority, so long as such activities do not
constitute a substantial part of the authority's activities and unless such activities are specifically
limited in its charter.
D. All funds, assets, or credit of the authority shall be applied toward or expended upon services,
projects, and activities authorized by its charter. No part of the net earnings of the authority shall
inure to the benefit of, or be distributable as such to, the board members or other private persons,
except that the authority is authorized and empowered to:
1. Reimburse board members, employees and others performing services for the authority
reasonable expenses actually incurred in performing their duties, and compensate employees
and others performing services for the authority a reasonable amount for services rendered;
2. Assist board members or employees as members of a general class of persons to be
assisted by a corporate-approved project or activity to the same extent as other members of
the class as long as no special privileges or treatment accrues to such board members or
employees by reason of hirs-or-h iglieir status or positions in the authority;
3. Defend and indemnify any current or former board members or employees and their
successors against all costs, expenses,judgments, and liabilities, including attorneys' fees,
reasonably incurred by or imposed upon hit"-(� Aierthem in connection with or resulting from
any claim, action, or proceeding, civil or criminal, in which he.,or.9he4sfliey are or may be
made a party by reason of being or having been&-board members or employees, or by reason
of any action alleged to have been taken or omitted by l ni--o=-herthein in such positions;
provided, that he-fir-she-Avast[iweY• acting in good faith on behalf of the authority and
within the scope of duties imposed or authorized by law. This power of indemnification shall
not be exclusive of other rights to which board members or employees may be entitled as a
matter of law; and
4. Purchase insurance to protect and hold personally harmless any of its board members,
employees and agents from any action, claim, or proceeding instituted against the foregoing
individuals arising out of the performance, in good faith, of duties for, or employment with,
the authority and to hold these individuals harmless from any expenses connected with the
defense, settlement, or monetary judgments from such actions, claims, or proceedings. The
purchase of such insurance and its policy limits shall be discretionary with the board, and
such insurance shall not be considered to be compensation to the insured individuals. The
powers conferred by this subsection shall not be exclusive of any other powers conferred by
law to purchase liability insurance.
E. The authority shall not issue shares of stock, pay dividends, make private distribution of
assets, make loans to its board members or employees or otherwise engage in business for
private gain.
Ordinance 3262 Exhibit A
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2.84.040 Charter.
The charter of the authority (the "charter") is hereby approved in the form set forth at Exhibit A
attached to the ordinance codified in this chapter. The charter shall be issued in duplicate
originals, each signed by the mayor and bearing the city seal attested by the city clerk. One
original shall be filed with the clerk of the council and filed as a public record. A duplicate
original shall be provided to the authority.
The charter may be amended by the city council to comply with changes in Washington state law
or to make the charter consistent with the provisions of this chapter as it may be amended by the
council from time to time. Charter amendments proposed by the city council for such purposes
shall not require subsequent approval of the board of directors of the authority. The charter may
also be amended by resolution of the board of directors of the authority subject to approval by
the city council. Any charter amendment adopted by resolution of the board of directors must be
consistent with the terms of this chapter, as it may be amended from time to time. After adoption
of a charter amendment, the revised charter shall be issued and filed in the same manner as the
original charter.
2.84.050 Effect of issuance of charter.
The authority shall commence its existence effective upon issuance of its charter and
appointment and confirmation of the initial board of directors as provided in the charter. Except
as against the state or the city in a proceeding to cancel or revoke the charter, delivery of a
duplicate original charter shall conclusively establish that the authority has been established in
compliance with the procedures of this chapter.
2.84.060 Board of directors —Nominating committee—Officers.
A. 1! �atrd Crani aeasititatt. A boaarcl ctansistin � ofaao Cewer Chart seven and no more tha:ta eleveti.
incinber the "board' is�N established to goverp the aft'airs of the authority. The board
members shall be a.a ousted aaad serve their terms a�— s Drovided in this chapter and in the charter,
B. Boat-d Membership, board members shall be-appointed bv the ma car with (lie concurrence;
of the cit council. A nominatin committee tlae "committee") consisting one member of the
current l taatta� a aaartxaa�r r�are�etatakt.i_ve, the exec utive director, the city maaaza and as
aeseratative c°aI`tl e l of°t Wtd ark inaillmer shall he formed for the.. L11',o^ses of soliciting
candidates and itatcrviewin potential board members. Tlie committee shall reconunend
candidates that have
t.l�c shills anal 7erietace to best taaaaaaaa �e �roaaaote tlevelo� secara°e ttaaaalita
and enhance the Fort Worden. State Park as well as bring diverse viewpoints and back rounds.
fl"lae he committee but is not
bound to acce at;the coininittee's recotninendations.
Nominations for aa.ew appointees or for rea aooitatment.of.'existing ingnibers shall N�—iroccssed in
the mantaer vrovTid'ed in the bvlaws. Vacancies occt ) the course of term shall be
filled b tlae nag's oa with cit council concurrence.
C. 'rernts of Office. Except as otherwise provided herein all mcmbea°s of (lie board shall.
contimie to serve on the board until a successor is appointed aand confirmed. Board members
shall be divided into four classes: one class with two members who shall serve ail initial one- east
term, one class with three members who shall serve ata tnitiaal two- eaar term• one class with four
Ordinance 3262 Exhibit A
Page 7 of 21
members who shall Serve an initial three-year term; and one class with two members who shall
serve an term of the board
members with a one- ear term shall expire each continue in office until_
Lliqir res cotive successor is confi Cs- car
-
terms. This procedure shall continue members with
nointment, a new class of board
members shall take of that all persons so selected shall hold office for the
dirce-vear term for which the were selected and until their successors shall have been selected.
SubscouentLlp . to the board shall be niade as provided iii this section and in Ifie
. -pointments
charter.
D. Board Ditties. The board shall
y city ordinance ,and., %Ijall have
� _
slewardsha �Jor affairs, All coma ��iLatLLL)qjyers of
the authoritv shall be e,�x�erciscci b or ujider the authority of the board kind [fie busincLspLo
and affairs of the autlioritv shall be matimzed undel-Ithng spa. of the board, ex at as mav
-Wervision
be otherwise irovided-hy law, this hg)ter (as it may be amended from time to time). or ip the
charter.
E. Officers and Division of Duties. The board shall have two or more afficers as provided in the
le'llilarter. The salve Del'son shall not serve as both the chair erson of the author it and the ollicer
resomsible for (fie custc cl of funds and maintenance of accounts and finzinces. In no event shall
there be less than two officers deli mated. Additional of n2gy be provided For in the bylaws
of the authority, Any L)f( cer respionsibble iftor accounts and finances shall file with the auttlority a
fidelit' botidiiianai:iiountdetL-Enlitic(it) the board to be adeq pate an"I 'l)mo m-i ate and may hold
tile office orily, as long, as such as bond continues in effect. The a i aig oil S a I I be jit of
,�Ji, I�S ,
the aUdl()ritNl for service of proggss. 'I'lle
receive or initiate process.
K Rconcurrence of the city couricil, nigy remove
at will ativ ca-embers of the board from office. hi the event of reinoval. members shall be reMaced
ill the same manner as provided, for in filling vacancies on the board,
G. Liaisons to the Board. The,Ma or will select a member of the Cit y Council to serve as a
liaison to the board. The Fort MyLjen-pa ners—nicaiiing-gt:&,,,tni"z.-ations who conduct business
onsite at Fort Worden for 180 davs annually—will select a representative to serve as a liaison to
the board. The liaisons will attend board meetings as,aW jtqje_
communication between their resoective bodies and the board.
Ordinance 3262 Exhibit A
Page 8 of 21
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Ordinance 3262 Exhibit A
Page 9 of 21
B. The exectitive director shall not be a member of the board, and no member of the board shall
be aDDOinted executive d.jreetor until at least op �c xa leaselapsed Following,expiration of the
Qpoi nted board term.
he o=rsand dUtieS of the CXCCLItiVe director shall be:
1. To havegwqneral�su ervision over the administrative of of the awho ,,
I.To appoiiit and remove time all oflicers anind eiloyces ofthe authority except
1—
members of the board;
3. To attend all meetings of the board when re(mired b that body:
4,1'o recomniend for ado ion by the board such measures as deemed necessary or.
5,jh_pj:gN-e and submit to the board such reports asniav be re(mijitEvg4d
-hy�fliqt body or as
deemed advjsablg•
6jokeep theme boirdfully idvisedofthe Ilii anci<ilcofiditioiiof'the siiitliotiiy sandits future
needs;
7. 'F o nt-ecare and sub gait to the bo"-,A to rro osccl batrlgek for the fiscal near and to be
responsible for its administration LI 1011 adontion:
8. To tierform such other duties as the Boardmaydeterraaira�e b resohatioaa.
] he board shall not direct the executive director t.any person to, or remove aqy ecit
from ciao ploynient with the aa.aath�arit , l� t for the intnose of-inq piry. theboardand its.
!:pg�jg�
pi�gni bers shall deal with the administrative seryice solely tfu:gLig-h..the executive�directgr, and the,
board or an member thereof �h I ri ,i -den -dinate of the executive director
---j _At _ot &ve t)j s to any SLIboi
either )jqtblicly or The )rovisions of this section do not prohibit the board, while in
jjrivat,�j�
oven session. Froin fullv and freely diSCLISSina with the execrative director anvthing, Dertaining to
appointments and removals of board em loyees and affairs of the authoriM,
2.84.070 Meeting.
A. Board Meeting. Within 90 days after issuance of the charter and appointment and
confirmation of the initial board, the city manager or designee shall call an organizational
1 boardgj& ewrjtten notice to each�cjirect®reiie�
unless waived in writing, At SLICh mectin."
g,ltlnigebo��ii-(I.shall otailize.itsel,f aWgintoffieers, and
select its nlace of business.
B. ComVIiance'with Oven Public Meetings Laws. All board meethM,inchiding,exectitive, all
other nermancnt and ad hoc com iittee inectings,sh, 11 be o ,en to the nublie to the extent
required by Chapter 42.30 RQW.
C. Otioruin- .t all meetings of the board as inajority of` nembers then in office shall constittite a-
quorum unless a higher threshold is,established in this section or in the bylaws,
Ordinance 3262 Exhibit A
Page 10 of 21
D. Manner of Acting. The board ma y ado-pt resolutions of the board only by an affirmative vote
of a majjority of the members then in office. Any board member present at a mecting, who fails to
--- -
vote without a valid disaualification shall be declared to have voted in the affirmative on the
be
qq�,Any resolution author izin ora roy n an of"the following actions inU only
pqssed b a vote arcsentfilg a mgjorit lus one of the board member of the members then in
office at a meetiLiL,, ttended by at least two thirds ofthe Members of the board:
I. Transfer or conveyanceofan interest in real estate other than a release of a lien or
satisfaction of a mortgage after payment hals been received and the exCCLIti011 ota
lease R)r a current term less than one year;
2. The cora tmctinp
, of debts, issuances of notes, debentures or bonds, and the
-qLpjq4gjLig,.of authority assets to secure the sarric,
3, The donation of money, -t, of other assets belo n g i nu to the public cot-12(
pM2gi�, _L)j�q t_jo n.,
4. An a im
�._,Alj canitzil exp m
gnditures in excess of an amount to be established by resolution of the
_
board. and all other transactions in which:-(i) the consideration exchaltiged or received
by the author...it .. exceeds the. neater of one percent qrtlllll!�pj ear's operating
I- _
hLtdget or Liftythousand dolly or (ii)the nerformance by the atittiorlity
shall extend over a r.)eriod exceeding-one year 1"roni the date of execution of an
agreement therefor;
6. An substantial ro'ect or major activity outside the boundaries of the cit,
y-
7. Ado� tion of an annLIal ojLgLq(
8. Certirication ol'annual re ort s and statements to be filed with the city clerk as true
and correct in the minjon of the board and ofits members exceot,as noted-
"'C', other,t[gtlsqCfions, dutles. and responsibilities as the charter shall re Uire the
Proposed charter amendments shall!e a~aire an affirraraative vote its prcsenfinu oxo-thirds of the
board menibcrs._y��e issue and a nigiority of the board's voting, membership,
. arrnnrittees. `the board r aaa b resaalution d.csi agate frc rya amts its ibers one or inore
�ggijLmjttces tq advise QU)erform otherdameson behalf of the board. provided any final action
shall reouire aivroval of the board.
ptet--42,304WA4
Ordinance 3262 Exhibit A
Page 11 of 21
2.84.080 Bylaws.
The initial bylaws (the "bylaws") of the authority are hereby approved in the form set forth at
Exhibit B attached to the ordinance codified in this chapter. The power to alter, amend, or repeal
the bylaws or adopt new ones shall be vested in the board except as otherwise provided in the
charter. The bylaws shall be consistent with the charter. In the event of a conflict between the
bylaws and this chapter (as it may be amended from time to time) or the charter, this chapter or
the charter, as the case may be, shall control.
2.84.090 Ethics; ; l"i-ohibited Conduct
A. Code of Ethics. The city's code of ethics, including all amendments, apply to the board,
and officers and employees of the authority. Nothing prevents the board from adopting a code of
ethics for the authority, so long as its provisions supplement and are not inconsistent with the
city's code of ethics. If the board adopts a code of ethics consistent with this section, the city
code of ethics continues to apply, as supplemented by the one adopted by the board.
13. Prohibited conduct. Without limiting, the lore oin a no current aerthority officials or
eIaalalta ecus shall
I. Ear- " e jn_any transaction or activi1y,inchiding meinberrsl� in other ries¢profit
boards whiela is or wcaa l l tca a rc�asoraaable aerscara ap ar to lin conflict with or
incompatible with the proffer dischar e of official duties or which impairs or would
to a .rTeasontable aersarapear to iraaair tl� �e of"ficer's o� e�nr�I�:aycc"s iz��le le��cictice of
'ud&,rncnt or action in ttjgj)er`nnance ofofficial duties°
2. Use their official t)casrtrcns frrati,Nroses that are or would to a reasonable Persoii
a��etrr tca be a,.J �°i���a��1 ��°flee ��i�°ate k�e��efit of`tl��c�f�cers or cn� lca ees a-atl�e�•tN���.a�.
lari aararil for° flee bcraelit of`tlac rrlafic coda ratioiY car to achieve marivate xaira or an
exception from duty c.rr res)0j1S ili t:(,)r the of`f:icersor eni .to ees onr in ote-
lacrsoras;
. Solicit or rec civera retrirar°. gift lova cratertairarnerat favor or other tlairag_ f_
moncWry vahre f rona anY mrson where the retainer gi ft loan. entertainment, favor or
other think ofmonetaiyy Value has been :solicitedreceived or ;,> ve.or to a reasonable
ersmi Would arar)ear to have been solicited receive Lor given with enfant tca give or
olataira « aerial corasicicrtatiora or rrafltreracc as to era action by such officers or
gmpjaq ees in their official ca Dacii • rovided that raothin, shall arohibit contribcrtions
wlaicla arm solicited or received and me,oiled in accordance with a applicable lacy
44.Use or ierrnrt tlieuse of'anyj)—er"son, funds o rifog art eznder tlieir official,control,
direction custod or of any authorit funds or_authority aro.er ty, for aup rpose
which is or to a reasonable arson wtatrlLI aMae,rr to heti for the pr ivat benefit of the
offrcitals car eraalaloyees or anay otheraer°sora orr�tit�arovrclec that raothfngslaall
larc�veaj_� [lie arivate use of aertlaor it �i( cert which is availablc on ec g al terms to the
atrlf clic gencrally r the use of authority )r n-)erty in raeccartl�rrace with rrrrtlaorit aolie
for the conduct of official autliorit burncss if in fiac;t the property is used.
a arOlariatglw
Ordinance 3262 Exhibit A
Page 12 of 21
5. Disclose or use a
by reason of their official positions for the
imniedi,ate or anti�craa�atecl er°scanalgain or benefit of the officer eniployee or
gjtjeL.verson Or entit 11 )rovided that nothin Y shall rwrohibit the disclosure or use of
information which is a matter of public knowledge. or which is available-jq-the-gubjic-
on r`ecluest
6ExcejLl in the course S)f'o Mi cial duties assist any person in any autho rijj:Li %.n
yj Lqtioll
when SUch autho onablq_p�rsoij..
Aould gjjpgqr to bg
,enhaneac`l b tlaaat oft curl car eraa Ica ee"s jjgsitiojj with the_
�coat pja�'ition;pm ded that this subscetion shall not a .))Iv to any 0 ., icers or
, _ gnialta yccs
qpp�Baring.on their own behalf or re,resentim-,, themselves as to an matter in which
they LqLq_ji
jiroprie tarinteiLegjf not otlierwt,5��
_Vj`obilited��
7, Have as financial or othe rivate int erest, irect ol- indirect. nersonall Or (JUOU01 �1
gienibg�oftlie�ir Linniediate families,in�iV contract or noncontracqgLl transaction to
which the Cgrl-)0-r-ati-o-11 niay be a )artL and fail to disclose such interest prior tca the
formation of the contra e
1:(
trans" iow2rovicled1 1
, i ii t1fis para I not eta ply to any contract awarded__
ftir—olt able law;
8. _L3ebqneBjallv interesied direellvor idit-ectlv. in ycoiIt-act which m.Lt
y be made
byjChroLi&jj or under t which
olf iices. or tLeLce,pt, dir�,,ctlyor iradrrectlyny
cLotiiL)cii,,saitic)rigrkitui!yact from any ot�lier
such contr.
leer ssaaa
beneficially interested thgEcjhv
9. -faij from aci.ing, on any tralls,ae.tion which involves the
cc acar`aation aracl este erson who is or art am tine ithin the nreceding twelve nionth
p-e-d-04,11as been a private client of theirs or of their firm or
erforni official duties and
al g&jpate in guth2dty_Afftirs crr arctrvities when;
1- TheX.jonosed action or activities of the nublic cornoration would not affect them in a
nianner different in ki.'n.d.fi-oni that of the public enerally. or when the authority...
officials are members of a substantial Class Of persons included in a service or
qssistance�)ro Yrani and would be not affected in a manner different in kind from other
inembers of the clasyor
2, 'ri,icellai-teror` miles orreiaLliationst-ei)oser(,,,sl)o,n'sibi..I.it with tlieboai-cl, ,for ainactiolI
that affects all board nienibers in their official capacity alike. or
I After disclosure ofitheir-Rersonal interests, the board finds, by maigrity,recorded vote
followin) discussion in o en meeting which cornrnent.Li�� vrillitted that
&-- -dgjWL . 11
the official's mi-fick)—latiqn, would Further the Libliciiiterestiiotwitlistaiiditig-ttle
personal interest disclosed.
Ordinance 3262 Exhibit A
Page 13 of 21
D. Conflicts of Interest, In all other instances, an , authority official, who ma v have as direct or
itidirect financial imerest in any mattel, conlil,ig jeft)Ie the board shall di,sLclose to the board the
natL'I]'C aTId eXtCtlt Of SLICII interest and
refrail_ r_orn wtip nqrti6l�ath , in board deliberations as
an official, or atternoting) to inflUence at v other author.ty official on the matter.
�L It�I �11'1 U�Ir I
E. Statements of Economic Interests. All compensated authority employees holditIL
executive. prole or administrative 1 iotis designated b the authority in its 11y
Y-
.1wts_gi1d
all Lltieomp�jpsated officials weeks of beiji Y i�ILqLinte d, or
hiredaild thereafter antmally by A ifil 1-51h. tile with the author Lity a written statement sworn as
to its truth and accurac�,, tqtit�v) for themselves and all inembers oftheir immediate families for
the preceding, calendar ear-
I� The names, and address
with which the officials or emolovees or members of their immediate families have
received cola)ensation in anv forin of a total val LH0, of-rwo Thousand Five I luildred
Q(,.)jJqr�,J'.2,500,00) or more, excludingI I
gontribUtiOl s reported ill
accordance with applicable I.LiNv
2. The runes and addresses of each entity doing bushiess with, the authorj�y in which_
the oft kers or em Ao ees or members of their immediate families have direct
financial interests with a value of One Thousand Five Hundred Dollar 1 500.00) or
in accounts with
hqnk,s., savings apd logii associations or credit anions shall not constitute a direct
financial interest within the meaning of this section; or
3. The names,and addresses of each, eptity d��i.ng business with (lie authority, including
other nonprofit corporatimis. in which the officers or eml.')I()yees or members of their
iminediate families hold ,.a ljosiCions as officersdirectors or trustees, and the title of
each position held,
as .rescribed_hy thaw aatthorit .ol`
ctions or adjacent to such areas or
Loperdes owged I(Lased, tuanagg!gidl oar otherwise controlled b the authority in which
the officers. elliplan yces, or members of their immediate families holds a direct
financial hiterestorarm opf�q!j=urchase.
Fol lowilig-disct-i.s,,iioLi-Lii.tLii oven ineethw, durin, whiclLpLibl ic comment is, pennitted, the board
qiay--�juspend or modify by majority recorded vote any of the renortim, rectuiremems hereutider hi
uxirfi-qular case if it finds that literal a llication ofthe reauireinents works a manit'estly
unreasonable hardship-�ind that such suspension or modification will not frustrate (lie mimoses of
this section ion. Any sugh, Y'CCI Lie A for suspension or modification must be filed with the board chair
or the authority's executive director not later than si�days_,prior to date on which an annual
uvn appointmem.
Ordinance 3262 Exhibit A
Page 14 of 21
I'he-authorttv shall retaiii the statements and make there available t"or public inspection upon
jgcjjae. o,
tj!r a peri(L -years following the separation from the authority, aAcla
�tof not less than fotii
statements also shall be filed promptly by the authority with the city clerk.
2.84.100 Funds of the authority.
All money belonging to or collected for the use of the authority coming into the hands of any
officer thereof shall immediately be deposited with the treasurer or other L-0 qualified public
depository-Lic,,iiLmated.by the Washin I'lon State"l re to the credit of the authority for the
benefit of the funds to which they belong. The use of funds of the authority for any purpose not
authorized by law by any officer having possession or control thereof is prohibited.
2.84.110 Discrimination prohibited.
The authority, its employees, agents and subcontractors, if any, shall at all times comply with
any and all federal, state or local laws, ordinances, rules or regulations with respect to
nondiscrimination and equal employment opportunity, which may at any time be applicable to
the city by law, contract or otherwise, including but not limited to all such requirements which
may apply in connection with employment or the provision of services to the public.
Specifically, the following matters or activities shall not be directly or indirectly based upon or
limited by age, race, color, religion, sex, national origin, honorably discharged veteran or
military status, sexual orientation, or the presence of any sensory, mental, or physical disability
or the use of a trained dog guide or service animal by a person with a disability:
A. Membership on the board.
B. Employment, including solicitation or advertisements for employees.
C. Provisions of services to and contracts with the public.
2.84.115 Corrective action.
When autlLoLjztd t)y rq,9,oILI!J-0 pLiblic hearing
held with notice to the
111111)(Mity, the city ilia lia gegr:oto c
- _ �Jty council, as provided in the resolution, nay intervene, an(I
exercise such control over 1,12eipLI
L loriLy gas is necessar and al?
inchidina directing corrective ",letion, When:
A- The board has reouested sucli intervention bv resolution:
1.�3. The authority he,;Is�tailed�Ioset�forth the statenictit recLgired by Section 2.84.010(D) iii
written contractsbonds or other docun-Lent
C. The authoritv has represented to the public or to creditors that recourse may be had to the
q,�s�ets -oj)erty or credit of the city on account of acts or ornissions of the public corporation,
unless stich secondary or direct liabilitv be in fact exi)resslv asstinied byLs h city ��otincil-
- --- -- .
D The authoritv has failed to file an annual re ort or three consecutive qjLartp
Lly reports as
requi
Ordinance 3262 Exhibit A
Page 15 of'21
A deadlock has Occurred ill the board car�the n,�icmbet" Iip of the board as irISLIfficient to
constitute_ (
ILt�nujj.for conduct of iffairs so that the authoritis unable to conduct its-g�eratio�n�-
grperform its jjr )jects and actiyitjgs;
F, The board has failed to comiuct meetinRs at least three months in a row or thejauthority
Nis neg-l—ectedor refused to conduct meeting, after notice from the city i�n
-11ij amr�qrcityjc�
to do so
G, The board has unreasonablten g-cLpu b tic pgmtii OMILICt of its ,)r ��ts
c DA011 in th CC
and activities;
1-1. The assets of, tLic guthority Lig,�Lc beeii or-gre conunitted to be mica Dplied or wasted. or
M19911-11M axm�m1-d-Cdor
1. The authorily,,has committed,or is about to commit a material violation of this c Lqaer or
its charter.
TILe city niLigg er or cit v COL�InCij mayis necessg to achieve tljq ��L
take such actions , _i)bj
orill . council and make corrections; or
revisions an!g�Ijgr � thereto�qpd shall accomplish the I�cctive - ,L
cxpedifious
the conduct of their
A—Utics iminoses of the corrective action and the
corrective ii the resolution and corrections
aned Lgry-Iliercto hgve_been acc",)mLlished,
2.84.117 Trusteeship.
A. The eit r bv resolution of the city councilafte ublic he..arina held with notice to the
ajuthority, ma Lp Agjjnpq�ja tru^�teeshi ver the authorityandto
AMML)int the trLISteeS therefor under arm of the following circunistames:
I, The board ha!j rcqqgsted the -s
2. The aUthority has filed a statenigit ofdissolutjqE_pKQaratory to terminatioil of'its
cLvdislt,enc(y
I TheaUth0l'i mt its contractual
2bli latiogs to creditors and other ersom;
&—_ P
4. Ile a
chrter was [nocured throe fraud o
- i.,misreptLesentation of any immaterial matter
that has an effect upon the-Wipjg��ts or activities to be undertaken;
5. The authority has filed an annual re ort with the cit v clerk that is false or deceptively
6. The authority is incoln etent or ineliadble to carry which it
—ogt
Lihe public DUrposesfor
was chartered;
Ordinance 3262 Exhibit A
Page 16 of 21
7, The au hoity ILI's lnisused,, at Lgs d, or contjiwoueXceeded tile power or atiflio ity
conferred by this chapter or its charter, or coninlitted repeated violations oftliis
cha.ter or its cliarter: or
8. The assets of the mifljori�have been or are committed to be ini,�apnfied or wasted, or
illegally expended. or a material violation of this chap,ter has been committed or is
about to be cominitted aaradl "thrix cit cotrracil determines that corrective as m-ovided in
Section 2.84.115 would not be feasible under the circumstances.
B. Tlie trrastdn rl t oirrtc dl dr the s eritar codaaw hall to ldc such actions as necessaU. duL
—j ti&ILIcL
Ltt-I—Stecsfii ) to achieve the 2b ect thereof as reasonable. Tl)�g trg, NNKr
—gees shall [lave thepg-- ItId
-.L—
aL1010l'itV to reorgaijjKe the qtithority acrd amend its charter and its rules and regjjIati(ttjsL.,sus,encl
.p—
or remov irs of the atithorityLand
and all autliority powers as necessar
qcq��M or woro riate to fulfill outstgAdiltit,,-�i .tiients, to restore
the cq,ability orthe aghority tqpe-rior-lp the fdiictiops and activities for whicli it was chartered,
to reinstate its credit or credibilits, with its creditors or obligg,.Y andif so authorized
by tLig
�I!Ljenor court, to oversee its dissoltition.
2.84.120 Dissolution.
A. The authority may be dissolved for any reason by
resolution of the city coui,icil adopted at or after a public hearing, ield with notice to the_
qWLi.o fordin&jLK��Lib )e lie, .-esetit evidence, that
Eity arid af ft olIlLortui1�1y t beard and. i
-jo
dissolution is warranted in accordance with this section. Dissolution proceedings may be
initiated by the city council or, if the board makes an affirmative finding that dissolution is
necessary or appropriate, the board may adopt a resolution requesting the city to dissolve the
authority. :Lh itediSSOILItiOtittiid��E�of"tl,)etollo
_!jj��y iriiii, - Nyj!jg-gjKj!mstances
L The board of the autlioLi jyjLas red uested the same b resolLit.io-v
2. The authoriwhich cliartered or
remained inactive for qjLLLriod or-six 6Lrnonths iii succession-,
3. A iuduineiit of a court of cornoeterit iurisdiction shall have become inial which
j�idgLpenAaniiLits the existeiice oftlic authority, or vrohibits it from condg,cting all or
—
the major portioti of the, activitiesl'or which chartered or pertnits recogi-se by creditors
of the authority or other lacrsom to the assetsj)rgPerty or credit of the city on Mrd count
of anLgleb LligLilL
4. Any one or more of the circumsuinces for inn position of a trustees[lin stated in Section
2,84.1 l7, to wether with art affirmative tLindim, by the city coirticil that a IrUsteesha' I
would not be feasible under the circumstances or could not attain its objective; aqd
that termination is warranted
5. Repeal of Cha ter 37, Laws of 1974, First Extraordinqu Session (43rd Leg. 3rd-
Ltri. Sess.), or aingidnient thereof or su .lementary legislatiwi thereto w1ijeli
singularly or cumulatively restricts all or the major portion of the activities for which
the zwtliors was chartered or peri-nits recourse by creditors of the authority or otfier
Ordinance 3262 Exhibit A
Page 17 of 21
Persons to tile ert or credit of the city on acco �a
ert unt.,p.f ny_debts,_
pbli,&D,atioj1s or liabilities of sticli authority; o
6. Contimiotis trusteeshii) 01 the authority for on(,-L 1yeat- or the imposition of a
_ .
q-_us_tecs11iV for wligteycl.cause()hree Q)Mmes J n any gone H yg ._eriod
B. In eidiefa_y case, dissolution of the authority requires an affirmative finding of the ci
council that dissolution is warranted. Such resolution shall state the reasons for the dissolution
and make such affirmative findings at or after the city council holds a public hearing, held with
written notice to the authority and the board stating the reason for the proposed dissolution and
affording the authority a reasonable opportunity to be heard and respond to the proposed
dissolution. Notice of such public hearing shall be given to the authority at least 60 days prior to
the hearing.
C. Upon enactment of a resolution by the c council for dissolution of the authority, the
authority shall file a dissolution statement signed by its chairperson setting forth:
1. The name and principal office of the authority;
2. The debts, obligations and liabilities of the authority, 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 providing for 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 the dissolution.
The city manager shall review the dissolution statement filed and oversee the dissolution to
protect the public interest and prevent impairment of obligation, or if so authorized by law,
authorize or initiate proceedings in the superior court for the appointment and supervision of a
receiver for such purposes.
Upon satisfactory completion of dissolution proceedings,the city shall indicate such dissolution
by inscription of"charter cancelled" on the original charter of the authority, on file with the clerk
of the city, and, when available, on the duplicate original in possession of the authority, and the
existence of the authority shall cease. The city shall give notice thereof pursuant to Washington
State law and to other persons requested by the authority in its dissolution statement.
D. Upon dissolution of the authority or the winding up of its affairs, title to all remaining assets
or property of the authority shall vest, subject to any legal requirements including contractual
requirements, as determined by the city council, after giving due consideration to first disposing
of assets in the following order of priority: (1) to an independent public or nonprofit entity or
private entity in partnership with a public agency to fulfill the purposes for which the authority
was chartered, or (2) to the city, state or other public agency.
Ordinance 3262 Exhibit A
Page 18 of 21
2.84.125 Financial oversight committee. A financial oversight committee shall be
established, cotisisting of the city niallaggr and the city finaiipc d-ire.ctor.!L) etlaer with their
autll and chief financial officer, for exanipigi
and the Washington State Parks Director or designee. The financial oversight committee shall be
chaired by the city mann ger and shall have the followipy, responsibilities:
A. Development.of corrective action plans. In the case of the occurrence of corrective action
vent .per 9-11t
,.er Port Townsend Municioal Code section 2,84,115, the financial oversi committee
sliall promptly meet to consider and develop corrective action plans. The fitiancial oversight
committee, in considerins-1 and developing corrective action plans, shall do so in a manner
consistent with the intent and purposes of the authority.
13. Development of monitor ing,pro grain. The financial oversight cominittee shalLdeveloLi a
I'llonitoriligilitoring tasks as recIL6red, Tile
nionitoriiig set forth a prograin for inonitoring the financial perlbrillance ofthe
iLgjtiority ill Cgrqm jig()Iq its resoonsibilitics. ThrffiLc
The monitoring ,ro ram shall provide for it
1L.eLJ view of authority revenues and expenditures andpLojections re ardin cash flows and
revetwe reccivts. The monitoring pro rang shall also provide 1'orLdkel—ltilr
otetitial risks to the city's getieral fund resulti g froL
11 Li The nigijtcj�
, — tqg-
rog,ram may DrOVide that nion itoring vities b(-un&rt�lken by cityWIA L)r aittliorijy T liji
- --- - L
re portio to the financial oversigl—Itp-�)--l"Ilittee qL-Civ
C. Financial oversight committee meetings. The financial oversight committee meelipgs--shall
be called by the city mana finaticial ovg:s .Tat
coniinittee meetings shall be kept and r)rovided to committee inembers and the city, council
prota.)tly as-j) I lowi ng such meeti Jigs.
�qcticable fo
2.84.130 Insurance.
The authority 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 authority, naming the city as
an additional insured.
2.84.140 Annual-reportsReports,
A. Quarterly Reports. Within thirty (lays of tile,end of each quarter, tile board, the city, and,
the financial oversialit committee shall be provided with and review statements of revenue and
which compare actual revenge and expenditures to band ret estimates. The board
shall review all such information at regular inectings, tile 111illUtes of wliicli shall specially note
such reviews and include such information. The. grt fallowill the second ClUarter ofthe year
Will inCILI& a repgKt-c�Ijg th rfax motor results of opw mations of the authority for the first
half of the calendar year aLiollgh June 30) to the annroved operatingh1idLy -t-
_gOL
B. Annual Reports. The authority shall, within three months after the end of its fiscal year, file
an annual report with the city manager and the city council containing an audited statement of
assets and liabilities, income and expenditures and changes in its financial position during the
previous year; a summary of significant accomplishments; a list of depositories used;-a--pro- c,
a summary of projects and activities to be Je ae&
Ordinance 3262 Exhibit A
Page 19 of 21
undertaken during the current year; a list of officers of the board; and a list of individuals that are
bonded pursuant to PTMC 2.84.060; and such other matters as the authority shall deem
appropriate. The authority shall also answer fully and within a reasonable time any written
inquiries by city officials in the course of their duties about its finances, organization or
activities., The authority will dile any annual reports rer ui.red y the Washington State ALaditor's
Office by the regulatory deadline. The authority will notify the city when it has filed its annual
reportsth the Washington State Auditor's Office, The aauthorit will provide the cit ande
thm
financial oversight committee witli a-coy of the audited financial report withinfotrrtecn (la, cif
receil�C.
In atdcli;tiion to the quarterly and annual��e vas no later than November 15 of each
fir• the authorit shall suhnitWataeratin bard pct to to arty maraataa rer and tile, firraarrcirl
oversight committee who will ensure the budget is balanced. If the financial oversight committee
determines that operating brad yet is tarabalance . the financial oversight committee shall deyelot)
recommendations and present those recommendations to the board during an open pu clic
incetina. .
D. Financial Plan. No later than December 31, 2021 the authoritv shall submit to the cit
council and the financial ofor costs and.
area i is l'or till authority's i y's c ape mat ns and a pro l=c��Mt��a o erratia�� bucl et wl�icl� shall be a°ev ewecl
at least annarail r which review shall be submitted with the anntial budget under subsection(CL
The authority shall erioldically.,but not less than qygry three years provide an updated financial
1 rjaj a~tion and pro forma loud yet f"or tii� tt��t cnsaaing firvc-ye-��r° ei ioL
2.84.150 Access to records.
A. The authority shall keep an official journal containing the minutes of proceedings at all
meetings of the board and any meetings of any committees and the resolutions of the board. Any
person shall have access to records and information of the authority to the extent required by
Washington state law.
B. lra addition the authority shall;
1. Maintain a nm inci:?al office at a location within the limits of the city;.
2. File and maintain current with the cit clerk a listing of all authority officials, their
positions and their horne addresses the aaddress of its princi gal office and of all other
offices used by it and as carrrent set of its rules and re=ujgjjpj&
3. Place the statement set forth in Section 2.84.010 (D)in a rornine tt location in its
p inci pal 1 office and at all other ofhces where the )LiU i i:nav readily see it-, and print
or st<anip said statement can all, contracts bonds Ipd other docurnents that may entail
any debt or liability, [_y the authority; and
4. Establish and maintain such additional records as maybe Prescribed_by the city
manager. Except as otherwise authorized bemire cit n�arra ger fire aaathorit shall
retain slick records for at period of th:aRce eaa.r s
Ordinance 3262 Exhibit A
Page 20 of 2l
C. The authority shall, at any time during normal business hours and as often as the 6bL
manager or the state auditor deem-qgggssa make available to the city manager and the state.
auditor for examinatioti all of its financial records and will permit the city manager and state
auditor to audit �qxaminc and make excerpts from such records, and to make audits
of all coplKaels,invoices, inaterials pa rolls records ofpersozinel. conditions of ein LloyiLielt
and other data r�jl aforesaid matters.
2.84.160 Bonds and notes.
Bonds and notes issued by the authority may be secured by the full faith and credit of the
authority or may be made payable solely out of certain revenues and receipts as may be
designated in the proceedings under which the issuance of the bonds or notes are authorized. All
bonds or notes issued shall carry in a prominent place thereon the statement set forth in PTMC
2.84.010(D). All bonds and notes or liabilities occurring thereunder shall be satisfied exclusively
from the assets or credit of the authority, and no creditor or other person shall have any recourse
to the assets, credit, or services of the city thereby, unless the city shall expressly, in writing,
guarantee such bonds or notes.
Bonds and notes of the authority may be sold at such price or prices, at public or private sale, in
such manner and from time to time as may be determined by the authority, provided no bonds
may be sold at private sale without prior city approval. Bonds and notes may be payable at such
place or places whether within or without the state, may bear interest at such rate or rates, may be
in such form and denominations and of such tenor and maturities, may be in bearer form or in
registered form as to principal and interest or as to principal alone, reserve such rights to redeem
at such price or prices and after such notice or notices and on such terms and conditions, all as
the authority may determine and provide in the proceedings under which such bonds and notes
shall be issued.
The authority may at the time of the issuance of such bonds and notes make such covenants with
the purchasers and holders of said bonds and notes as it may deem necessary to secure and
guarantee the payment of the principal thereof and the interest thereon, including but not limited
to: covenants to set aside adequate reserves to guarantee payment of principal end interest; to
appoint a trustee or trustees to safeguard the expenditure of the proceeds of sale of such bonds
and notes and to take possession and use or operate and manage corporate assets securing the
bonds and notes in event of default or insolvency or the authority, with such powers as may be
contained in any covenants relating to the bonds and notes; and to limit the amount, time, and
conditions under which additional bonds and notes may be issued or debts incurred.
The authority may pay expenses, premiums and commissions which it may deem necessary in
connection with the issuance and sale of its bonds and notes and take such other actions or make
such commitments as are necessary or convenient in the issuance and servicing of such bonds
and notes and as are consistent with this chapter although not enumerated herein.
2.84.170 Public corporation.
The authority is a public corporation created pursuant to RCW 35.21.730 through 35.21.755 as a
separate legal entity from the city.).
Ordinance 3262 Exhibit A
Page 21 of 21
2.84.180 Ancillary authority.
The city manager or designees i-sare granted all such power and authority as reasonably
necessary or convenient to enable hi - Mieftliem to administer this chapter efficiently and to
perform the duties imposed in this chapter or the charter.
2.84.190 Liberal construction.
This chapter shall be liberally construed so as to effectuate its purposes and the purposes of
RCW 35.21.730 through 35.21.755.