Chapter 2.84 PORT TOWNSEND PUBLIC DEVELOPMENT AUTHORITY

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 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]ll 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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3063 §§ 1(a), (b), 2011; Ord. 3018 § 1, 2009).

2.84.015 Authority subject to local, state, and federal law.

The authority shall be subject to all applicable local, state, and federal laws, including, but not limited to, the applicability of general laws under RCW 35.21.759, the requirement to be audited by the state auditor and various accounting requirements provided under Chapter 43.09 RCW, the open public record requirements of Chapter 42.56 RCW, the prohibition on using its facilities for campaign purposes under RCW 42.17A.555, the open public meetings law of Chapter 42.30 RCW, the code of ethics for municipal officers under Chapter 42.23 RCW, and the local government whistleblower law under Chapter 42.41 RCW. (Ord. 3262 § 1 (Exh. A), 2021).

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;

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;

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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3063 § 1(c), 2011; Ord. 3018 § 2, 2009).

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.

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 their 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 them in connection with or resulting from any claim, action, or proceeding, civil or criminal, in which they 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 them in such positions; provided, that they were 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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 3, 2009).

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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 4, 2009).

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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 5, 2009).

2.84.060 Board of directors – Nominating committee – Officers.

A. Board Composition. A board consisting of no fewer than seven and no more than 11 members (the “board”) is hereby established to govern the affairs of the authority. The board members shall be appointed and serve their terms as provided in this chapter and in the charter.

B. Board Membership. Board members shall be appointed by the mayor with the concurrence of the city council. A nominating committee (the “committee”) consisting of one member of the current board, a partner representative, the executive director, the city manager, and a representative of the Fort Worden park manager shall be formed for the purposes of soliciting candidates and interviewing potential board members. The committee shall recommend candidates that have the skills and experience to best manage, promote, develop, secure funding, and enhance the Fort Worden State Park as well as bring diverse viewpoints and backgrounds. The mayor should give due consideration to the recommendations of the committee but is not bound to accept the committee’s recommendations.

Nominations for new appointees or for reappointment of existing members shall be processed in the manner provided in the bylaws. Vacancies occurring during the course of a term shall be filled by the mayor with city council concurrence.

C. Terms of Office. Except as otherwise provided herein, all members of the board shall continue to serve on the board until a successor is appointed and confirmed. Board members shall be divided into four classes: one class with two members who shall serve an initial one-year term; one class with three members who shall serve an initial two-year term; one class with four members who shall serve an initial three-year term; and one class with two members who shall serve an initial four-year term. At the anniversary date of selection, the term of the board members with a one-year term shall expire; provided, that they shall each continue in office until their respective successor is confirmed by the city council. Successors shall serve three-year terms. This procedure shall continue annually as to successive classes of board members with expiring terms, so that at the expiration of the term of appointment, a new class of board members shall take office; provided, that all persons so selected shall hold office for the three-year term for which they were selected and until their successors shall have been selected. Subsequent appointments to the board shall be made as provided in this section and in the charter.

D. Board Duties. The board shall oversee the activities of the authority, establish and implement policy, participate in corporate activity in matters prescribed by city ordinance, and shall have stewardship for management and determination of all corporate affairs. All corporate powers of the authority shall be exercised by or under the authority of the board, and the business, property and affairs of the authority shall be managed under the supervision of the board, except as may be otherwise provided by law, this chapter (as it may be amended from time to time), or in the charter.

E. Officers and Division of Duties. The board shall have two or more officers as provided in the charter. The same person shall not serve as both the chairperson of the authority and the officer responsible for the custody of funds and maintenance of accounts and finances. In no event shall there be less than two officers designated. Additional officers may be provided for in the bylaws of the authority. Any officer responsible for accounts and finances shall file with the authority a fidelity bond in an amount determined by the board to be adequate and appropriate and may hold the office only as long as such a bond continues in effect. The chairperson shall be the agent of the authority for service of process. The authority may, by resolution, designate other agents to receive or initiate process.

F. Removal of Board Members. The mayor, with concurrence of the city council, may remove at will any members of the board from office. In the event of removal, members shall be replaced in the same manner as provided for in filling vacancies on the board.

G. Liaisons to the Board. The mayor will select a member of the city council to serve as a liaison to the board. The Fort Worden partners – meaning organizations who conduct business on site at Fort Worden for 180 days annually – will select a representative to serve as a liaison to the board. The liaisons will attend board meetings as appropriate and will facilitate communication between their respective bodies and the board. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3148 § 1, 2016; Ord. 3126 § 1, 2015; Ord. 3063 § 1(d), 2011; Ord. 3030 § 1 (Exh. A), 2010; Ord. 3018 § 6, 2009).

2.84.065 Executive director.

A. The board shall appoint or otherwise make provision for an executive director of the authority, who shall be chosen solely on the basis of executive and administrative qualifications with special reference to actual experience in, and knowledge of, accepted practices in respect to the duties of the office.

B. The executive director shall not be a member of the board, and no member of the board shall be appointed executive director until at least one year has elapsed following expiration of the appointed board term.

C. The powers and duties of the executive director shall be:

1. To have general supervision over the administrative affairs of the authority;

2. To appoint and remove at any time all officers and employees of the authority except members of the board;

3. To attend all meetings of the board when required by that body;

4. To recommend for adoption by the board such measures as deemed necessary or expedient;

5. To prepare and submit to the board such reports as may be required by that body or as deemed advisable;

6. To keep the board fully advised of the financial condition of the authority and its future needs;

7. To prepare and submit to the board a proposed budget for the fiscal year, and to be responsible for its administration upon adoption;

8. To perform such other duties as the board may determine by resolution.

The board shall not direct the executive director to appoint any person to, or remove any person from, employment with the authority. Except for the purpose of inquiry, the board and its members shall deal with the administrative service solely through the executive director, and the board, or any member thereof, shall not give orders to any subordinate of the executive director either publicly or privately. The provisions of this section do not prohibit the board, while in open session, from fully and freely discussing with the executive director anything pertaining to appointments and removals of board employees and affairs of the authority. (Ord. 3262 § 1 (Exh. A), 2021).

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 meeting of the initial board, giving at least 10 days’ advance written notice to each director, unless waived in writing. At such meeting, the board shall organize itself, appoint officers, and select its place of business.

B. Compliance with Open Public Meetings Laws. All board meetings, including executive, all other permanent and ad hoc committee meetings, shall be open to the public to the extent required by Chapter 42.30 RCW.

C. Quorum. At all meetings of the board, a majority of members then in office shall constitute a quorum unless a higher threshold is established in this section or in the bylaws.

D. Manner of Acting. The board may adopt resolutions of the board only by an affirmative vote of a majority of the members then in office. Any board member present at a meeting who fails to vote without a valid disqualification shall be declared to have voted in the affirmative on the question. Any resolution authorizing or approving any of the following actions may only be passed by a vote representing a majority plus one of the board members then in office at a meeting attended by at least two-thirds of the members of the board:

1. Transfer or conveyance of an interest in real estate other than a release of a lien or satisfaction of a mortgage after payment has been received and the execution of a lease for a current term less than one year;

2. The contracting of debts, issuances of notes, debentures, or bonds, and the mortgaging or pledging of authority assets to secure the same;

3. The donation of money, property or other assets belonging to the public corporation;

4. An action by the public corporation as a surety or guarantor;

5. All capital expenditures in excess of an amount to be established by resolution of the board, and all other transactions in which: (a) the consideration exchanged or received by the authority exceeds the greater of one percent of the previous year’s operating budget or $50,000 or (b) the performance by the authority shall extend over a period exceeding one year from the date of execution of an agreement therefor;

6. Any substantial project or major activity outside the boundaries of the city;

7. Adoption of an annual operating and capital budget;

8. Certification of annual reports and statements to be filed with the city clerk as true and correct in the opinion of the board and of its members except as noted;

9. Such other transactions, duties, and responsibilities as the charter shall require the board to approve.

Proposed charter amendments shall require an affirmative vote representing two-thirds of the board members voting on the issue and a majority of the board’s voting membership.

E. Committees. The board may by resolution designate from among its members one or more committees to advise or perform other duties on behalf of the board, provided any final action shall require approval of the board. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 7, 2009).

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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 8, 2009).

2.84.090 Ethics – Prohibited 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.

B. Prohibited Conduct. Without limiting the foregoing, no current authority officials or employees shall:

1. Engage in any transaction or activity, including membership in other nonprofit boards, which is, or would to a reasonable person appear to be, in conflict with or incompatible with the proper discharge of official duties, or which impairs, or would to a reasonable person appear to impair, the officer’s or employee’s independence of judgment or action in the performance of official duties;

2. Use their official positions for purposes that are, or would to a reasonable person appear to be, primarily for the private benefit of the officers or employees, rather than primarily for the benefit of the public corporation; or to achieve a private gain or an exception from duty or responsibility for the officers or employees or any other persons;

3. Solicit or receive any retainer, gift, loan, entertainment, favor or other thing of monetary value from any person where the retainer, gift, loan, entertainment, favor or other thing of monetary value has been solicited, received or given, or to a reasonable person would appear to have been solicited, received or given, with intent to give or obtain special consideration or influence as to any action by such officers or employees in their official capacity; provided, that nothing shall prohibit contributions which are solicited or received and reported in accordance with applicable law;

4. Use or permit the use of any person, funds or property under their official control, direction, custody, or of any authority funds or authority property, for a purpose which is, or to a reasonable person would appear to be, for the private benefit of the officials or employees or any other person or entity; provided, that nothing shall prevent the private use of authority property which is available on equal terms to the public generally, or the use of authority property in accordance with authority policy for the conduct of official authority business, if in fact the property is used appropriately;

5. Disclose or use any information gained by reason of their official positions for the immediate or anticipated personal gain or benefit of the officer, employee or any other person or entity; provided, that nothing shall prohibit the disclosure or use of information which is a matter of public knowledge, or which is available to the public on request;

6. Except in the course of official duties, assist any person in any authority transaction where such authority official’s or employee’s assistance is, or to a reasonable person would appear to be, enhanced by that official or employee’s position with the corporation; provided, that this subsection shall not apply to any officers or employees appearing on their own behalf or representing themselves as to any matter in which they have a proprietary interest, if not otherwise prohibited by law;

7. Have a financial or other private interest, direct or indirect, personally or through a member of their immediate families, in any contract or noncontractual transaction to which the corporation may be a party, and fail to disclose such interest prior to the formation of the contract, or prior to the time the corporation enters into the transaction; provided, that this subsection (B)(7) shall not apply to any contract awarded through the public bid process in accordance with applicable law;

8. Be beneficially interested, directly or indirectly, in any contract which may be made by, through or under the supervision of such officers, in whole or in part, or which may be made for the benefit of their offices, or accept, directly or indirectly, any compensation, gratuity or reward in connection with such contract from any other person beneficially interested therein;

9. Fail to disqualify themselves from acting on any transaction which involves the corporation and any person who is, or at any time within the preceding 12-month period has been, a private client of theirs, or of their firm or partnership.

C. Permitted Conduct. Authority officials or employees may perform official duties and participate in authority affairs or activities when:

1. The proposed action or activities of the public corporation would not affect them in a manner different in kind from that of the public generally, or when the authority officials are members of a substantial class of persons included in a service or assistance program and would be not affected in a manner different in kind from other members of the class; or

2. The charter or rules or regulations repose responsibility with the board for an action that affects all board members in their official capacity alike; or

3. After disclosure of their personal interests, the board finds, by majority recorded vote following discussion in open meeting during which public comment is permitted, that the official’s participation would further the public interest notwithstanding the personal interest disclosed.

D. Conflicts of Interest. In all other instances, any authority official who may have a direct or indirect financial interest in any matter coming before the board shall disclose to the board the nature and extent of such interest, and refrain from voting, participating in board deliberations as an official, or attempting to influence any other authority official on the matter.

E. Statements of Economic Interests. All compensated authority employees holding executive, professional or administrative positions designated by the authority in its bylaws and all uncompensated officials and employees shall, within two weeks of being appointed or hired, and thereafter annually by April 15th, file with the authority a written statement sworn as to its truth and accuracy stating for themselves and all members of their immediate families for the preceding calendar year:

1. The names and addresses of each person or entity doing business with the authority with which the officials or employees or members of their immediate families have received compensation in any form of a total value of $2,500 or more, excluding campaign contributions reported in accordance with applicable law;

2. The names and addresses of each entity doing business with the authority in which the officers or employees or members of their immediate families have direct financial interests with a value of $1,500 or more; provided, that policies of insurance in amounts on deposit in accounts with banks, savings and loan associations or credit unions shall not constitute a direct financial interest within the meaning of this section; or

3. The names and addresses of each entity doing business with the authority, including other nonprofit corporations, in which the officers or employees or members of their immediate families hold positions as officers, directors or trustees, and the title of each position held;

4. A list, including legal or other sufficient description as prescribed by the authority, of all real property in areas in which the authority functions or adjacent to such areas or properties owned, leased, managed or otherwise controlled by the authority in which the officers, employees, or members of their immediate families hold a direct financial interest or any option to purchase.

Following discussion in an open meeting during which public comment is permitted, the board may suspend or modify by majority recorded vote any of the reporting requirements hereunder in a particular case if it finds that literal application of the requirements works a manifestly unreasonable hardship and that such suspension or modification will not frustrate the purposes of this section. Any such request for suspension or modification must be filed with the board chair or the authority’s executive director not later than 60 days prior to the date on which an annual filing is to be made or promptly upon appointment.

The authority shall retain the statements and make them available for public inspection upon request for a period of not less than four years following the separation from the authority. Such statements also shall be filed promptly by the authority with the city clerk. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 9, 2009).

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 qualified public depository designated by the Washington State Treasurer 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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 10, 2009).

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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 11, 2009).

2.84.115 Corrective action.

When authorized by resolution of the city council, after a public hearing held with notice to the authority, the city manager or city council, as provided in the resolution, may intervene, and exercise such control over the authority as is necessary and appropriate to correct any deficiency, including directing corrective action, when:

A. The board has requested such intervention by resolution;

B. The authority has failed to set forth the statement required by PTMC 2.84.010(D) in written contracts, bonds or other documents;

C. The authority has represented to the public or to creditors that recourse may be had to the assets, property or credit of the city on account of acts or omissions of the public corporation, unless such secondary or direct liability be in fact expressly assumed by the city council;

D. The authority has failed to file an annual report or three consecutive quarterly reports as required by PTMC 2.84.140 after notice of such omission;

E. A deadlock has occurred in the board, or the membership of the board is insufficient to constitute a quorum for conduct of affairs so that the authority is unable to conduct its operations or perform its projects and activities;

F. The board has failed to conduct meetings at least three months in a row or the authority has neglected or refused to conduct a meeting after notice from the city manager or city council to do so;

G. The board has unreasonably impaired public participation in the conduct of its projects and activities;

H. The assets of the authority have been or are committed to be misapplied or wasted, or illegally expended; or

I. The authority has committed or is about to commit a material violation of this chapter or its charter.

The city manager or city council may take such actions as necessary to achieve the object of the corrective action stated in the resolution of the city council and make corrections or revisions ancillary thereto, and shall accomplish the purposes of the corrective action as expeditiously as reasonable. Authority officers shall not be displaced nor the conduct of their duties impaired more than necessary to accomplish the purposes of the corrective action and the corrective action shall cease as soon as the objectives stated in the resolution and corrections ancillary thereto have been accomplished. (Ord. 3262 § 1 (Exh. A), 2021).

2.84.117 Trusteeship.

A. The city, by resolution of the city council, after a public hearing held with notice to the authority, may petition the superior court to impose a trusteeship over the authority and to appoint the trustees therefor under any of the following circumstances:

1. The board has requested the same by resolution;

2. The authority has filed a statement of dissolution preparatory to termination of its existence;

3. The authority becomes insolvent or otherwise unable to carry out its contractual obligations to creditors and other persons;

4. The charter was procured through fraud or misrepresentation of any material matter that has an effect upon the projects or activities to be undertaken;

5. The authority has filed an annual report with the city clerk that is false or deceptively misleading on a material matter;

6. The authority is incompetent or ineligible to carry out the public purposes for which it was chartered;

7. The authority has misused, abused, or continuously exceeded the power or authority conferred by this chapter or its charter, or committed repeated violations of this chapter or its charter; or

8. The assets of the authority have been or are committed to be misapplied or wasted, or illegally expended, or a material violation of this chapter has been committed or is about to be committed, and the city council determines that corrective action as provided in PTMC 2.84.115 would not be feasible under the circumstances.

B. The trustees appointed by the superior court shall take such actions as necessary during the trusteeship to achieve the object thereof as reasonable. The trustees shall have the power and authority to reorganize the authority and amend its charter and its rules and regulations; suspend or remove authority officials, and manage the assets and affairs of the authority; and exercise any and all authority powers as necessary or appropriate to fulfill outstanding agreements, to restore the capability of the authority to perform the functions and activities for which it was chartered, to reinstate its credit or credibility with its creditors or obligees; and, if so authorized by the superior court, to oversee its dissolution. (Ord. 3262 § 1 (Exh. A), 2021).

2.84.120 Dissolution.

A. The authority may be dissolved for any reason by a resolution of the city council adopted at or after a public hearing, held with notice to the authority and affording it reasonable opportunity to be heard and present evidence, that 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. The city council may initiate dissolution under any of the following circumstances:

1. The board of the authority has requested the same by resolution;

2. The authority has discontinued its projects and activities for which chartered or remained inactive for a period of six months in succession;

3. A judgment of a court of competent jurisdiction shall have become final, which judgment annuls the existence of the authority, or prohibits it from conducting all or the major portion of the activities for which chartered or permits recourse by creditors of the authority or other persons to the assets, property or credit of the city on account of any debts, obligations or liabilities of the authority;

4. Any one or more of the circumstances for imposition of a trusteeship stated in PTMC 2.84.117, together with an affirmative finding by the city council that a trusteeship would not be feasible under the circumstances or could not attain its objective; and that termination is warranted;

5. Repeal of Chapter 37, Laws of 1974, First Extraordinary Session (43rd Leg. 3rd Extra. Sess.), or amendment thereof or supplementary legislation thereto, which singularly or cumulatively restricts all or the major portion of the activities for which the authority was chartered or permits recourse by creditors of the authority or other persons to the assets, property or credit of the city on account of any debts, obligations, or liabilities of such authority; or

6. Continuous trusteeship of the authority for one year, or the imposition of a trusteeship for whatever cause(s) three times in any one-year period.

B. In any case, dissolution of the authority requires an affirmative finding of the city 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 city 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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3063 § 1(e), 2011; Ord. 3018 § 12, 2009).

2.84.125 Financial oversight committee.

A financial oversight committee shall be established, consisting of the city manager and the city finance director together with their authority administrative equivalents (executive director and chief financial officer, for example) and the Washington State Parks Director or designee. The financial oversight committee shall be chaired by the city manager, and shall have the following responsibilities:

A. Development of Corrective Action Plans. In the case of the occurrence of corrective action events per PTMC 2.84.115, the financial oversight committee shall promptly meet to consider and develop corrective action plans. The financial oversight committee, in considering and developing corrective action plans, shall do so in a manner consistent with the intent and purposes of the authority.

B. Development of Monitoring Program. The financial oversight committee shall develop a monitoring program and shall carry out or provide for such monitoring tasks as required. The monitoring program shall set forth a program for monitoring the financial performance of the authority in carrying out its responsibilities. The monitoring program shall provide for frequent periodic review of authority revenues and expenditures and projections regarding cash flows and revenue receipts. The monitoring program shall also provide for identifying and assessing potential risks to the city’s general fund resulting from the authority’s activities. The monitoring program may provide that monitoring activities be undertaken by city or authority staff for reporting to the financial oversight committee or city manager.

C. Financial Oversight Committee Meetings. The financial oversight committee meetings shall be called by the city manager upon written notice to all members. Minutes of financial oversight committee meetings shall be kept and provided to committee members and the city council promptly as practicable following such meetings. (Ord. 3262 § 1 (Exh. A), 2021).

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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 13, 2009).

2.84.140 Reports.

A. Quarterly Reports. Within 30 days of the end of each quarter, the board, the city, and the financial oversight committee shall be provided with and review statements of revenue and expenditures which compare actual revenue and expenditures to budget estimates. The board shall review all such information at regular meetings, the minutes of which shall specially note such reviews and include such information. The report following the second quarter of the year will include a report comparing the year-to-date results of operations of the authority for the first half of the calendar year (through June 30th) to the approved operating budget for that year.

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 a 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 summary of projects and activities to be 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 file any annual reports required by the Washington State Auditor’s Office by the regulatory deadline. The authority will notify the city when it has filed its annual reports with the Washington State Auditor’s Office. The authority will provide the city and the financial oversight committee with a copy of the audited financial report within 14 days of receipt.

C. Budget. In addition to the quarterly and annual reports, no later than November 15th of each year, the authority shall submit an operating budget to the city manager and the financial oversight committee who will ensure the budget is balanced. If the financial oversight committee determines the operating budget is unbalanced, the financial oversight committee shall develop recommendations and present those recommendations to the board during an open public meeting.

D. Financial Plan. No later than December 31, 2021, the authority shall submit to the city council and the financial oversight committee a five-year financial projection for costs and receipts for the authority’s operations and a pro forma operating budget, which shall be reviewed at least annually, which review shall be submitted with the annual budget under subsection C of this section. The authority shall periodically, but not less than every three years, provide an updated financial projection and pro forma budget for the next ensuing five-year period. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 14, 2009).

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. In addition, the authority shall:

1. Maintain a principal office at a location within the limits of the city;

2. File and maintain current with the city clerk a listing of all authority officials, their positions and their home addresses, the address of its principal office and of all other offices used by it, and a current set of its rules and regulations;

3. Place the statement set forth in PTMC 2.84.010(D) in a prominent location in its principal office and at all other offices where the public may readily see it; and print or stamp said statement on all contracts, bonds, and other documents that may entail any debt or liability by the authority; and

4. Establish and maintain such additional records as may be prescribed by the city manager. Except as otherwise authorized by the city manager, the authority shall retain such records for a period of three years.

C. The authority shall, at any time during normal business hours and as often as the city manager or the state auditor deem necessary, make available to the city manager and the state auditor for examination all of its financial records, and will permit the city manager and state auditor to audit, examine and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all the aforesaid matters. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 15, 2009).

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 and 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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 16, 2009).

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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 17, 2009).

2.84.180 Ancillary authority.

The city manager or designees are granted all such power and authority as reasonably necessary or convenient to enable them to administer this chapter efficiently and to perform the duties imposed in this chapter or the charter. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 18, 2009).

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. (Ord. 3262 § 1 (Exh. A), 2021; Ord. 3018 § 19, 2009).