HomeMy WebLinkAboutAgenda Packet 12/09/2008THE CITY OF
NGALES
W A S H! N G T o N, U.S.
OF PORT ANGELES
W A S II I N G T O N
PORT ANGELES CITY COUNCIL and PORT OF PORT ANGELES COMMISSIONERS
AGENDA
SPECIAL MEETING — DECEMBER 9, 2008
321 East 5th Street
Port Angeles, WA 98362
SPECIAL JOINT MEETING — 6:00 P.M.
Purpose of the meeting is to review the history
of the Port Angeles Harbor -Works Public Development Authority formation
A. Call to Order
B. Roll Call
C. Pledge of Allegiance
D. Welcome by Mayor — This is a special meeting. There will be no public comment
taken.
E. Presentation — Background and context of formation of PDA
F. Work Session — Port Angeles City Council & Port of Port Angeles Commissioners —
statements, questions, and discussion. Identify questions and issues requiring further
research to be considered at a subsequent meeting. Schedule subsequent meeting, if
necessary.
G. Adjournment.
PORT ANGELES CITY COUNCIL SPECIAL MEETING
WASH I N G T O N, U.S.A.
December 9, 2008
I.
CALL TO ORDER - SPECIAL MEETING:
II.
ADJOURN TO EXECUTIVE SESSION:
III.
RETURN TO OPEN SESSION:
IV.
ADJOURN SPECIAL MEETING:
V.
CALL TO ORDER - SPECIAL MEETING:
(With Port of Port Angeles Commissioners)
VI. ROLL CALL:
Members Present: E.S. / Port
Mayor Braun
Deputy Mayor Wharton
Councilmember Di Guilio
Councilmember Kidd
Councilmember Perry
Councilmember Rogers
Councilmember Williams
&QQ,V
Staff Present: /
Interim Manager Osterman V
Attorney Bloor
Clerk Upton
G. Cutler
T. Gallagher
D. McKeen
N. West
Y. Ziomkowski
VII. PLEDGE OF ALLEGIANCE:
Led by:
PQRT IgGELE1 CITY COUNCIL SPECIAL MEETING
W A S H I N G T O N, U. S. A. Attendance Roster
DATE OF MEETING: December 9, 2008
LOCATION: City Council Chambers
Name
Address
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PORT ANGELES CITY COUNCIL and PORT OF PORT ANGELES COMMISSIONERS
TABLE OF CONTENTS
SPECIAL JOINT MEETING — 6:00 P.M.
Purpose of the meeting is to review the history
of the Port Angeles Harbor -Works Public Development Authority formation
• Agenda............................................................................................................................ A-1
Presentation of May 20, 2008......................................................................................... A-3
Port of Port Angeles / Item for Consideration................................................................ A-29
Port of Port Angeles / Resolution................................................................................... A-31
City of Port Angeles / Resolution................................................................................... A-33
Interlocal Cooperation Agreement................................................................................. A-35
City of Port Angeles / Ordinance................................................................................... A-45
City Council Minutes of May 20, 2008.......................................................................... A-57
Charter of the Port Angeles Harbor -Works Development Authority ............................ A-63
Port of Port Angeles / Board Nomination Letter............................................................ A-76
Port Commission Minutes of May 20, 2008.................................................................. A-78
0
THE CITY OF
40
WAS HI NGTON, U.S.
PORT ANGELES CITY COUNCIL and PORT OF PORT ANGELES COMMISSIONERS
AGENDA
SPECIAL MEETING — DECEMBER 9, 2008
321 East 5th Street
Port Angeles, WA 98362
SPECIAL JOINT MEETING — 6:00 P.M.
Purpose of the meeting is to review the history
of the Port Angeles Harbor -Works Public Development Authority formation
•
A. Call to Order
B. Roll Call
C. Pledge of Allegiance
D. Welcome by Mayor — This is a special meeting. There will be no public comment
taken.
E. Presentation — Background and context of formation of PDA
F. Work Session — Port Angeles City Council & Port of Port Angeles Commissioners —
statements, questions, and discussion. Identify questions and issues requiring further
research to be considered at a subsequent meeting. Schedule subsequent meeting, if
necessary.
G. Adjournment.
•
A-1
D
w
Solving a Community Challenge
Through Community Stewardship f-/
H J.
For the Benefit of the Community
Joint Session - May 20, 2008
DRAFT WATERFRONT BROWNFIELD
REDEVELOPMENT CRITICAL PATH ANALYSIS
POLICY EURONMENTALAMLYSIS, PERMITTING DESIGN & CONSTRUCTION COMPLETION
I
D ... a "Tuning Point "for the Comfnunity.. .
•
. . NOT for the profit of the Port or the City.
D
0
Solving a Community Challenge
- New Approach
- New Partnership
- Community Stewardship
- Commitment
9.. Requires a New Perspective
.. .
Solving a Community Challenge
- Scientific Innovation
- Advanced Educational
Opportunities
- Community Involvement
... Requires a New Perspective.. .
0 0 0
Solving a Community Challenge
The Process this Evening:
- Resolutions
- Interlocal Agreement
- Ordinance
D... Requires a New Persective
p.. .
co
Solving a Community Challenge
Resolutions
City and Port agree it is in
best interest of the community
that they participate.
D ... Requires a New Perspective
.. .
A
Solving a Community Challenge
Interlocal Agreement
Brings the powers of the
City and the Port into
alignment to take on this
stewardship.
Requires.a.lVe Perspective
.. .
Solving a Community Challenge
Port Angeles Harbor -Works
Development Authority
(PDA)
- A public corporation created
and authorized to exercise both
City and Port powers.
0.. Requires a New Perspective.. .
• • •
Solving a Community Challenge
PA Harbor -Works Tasks:
- Remediation & 'Redevelopment of
Rayonier Site
- Facilitate shoreline and harbor
planning
- Remediation for toxic substances
in Harbor
D
... Requires a New Perspective.
. .
Solving a Community Challenge
Board Members
- Five civic and business leaders
- NOT elected or agency
officials, or agency employees
D ... Requires a New Perspective.. .
Solving a Community Challenge
- Clean Up Plan
- Site Redevelopment
- Restoration & Protection
of Ennis Creek & Marine
Environment
-Extensive Citizen
Involvement & Outreach
D ... Requires a New Perspective.. .
Solving a Community Challenge
Work with private, State and
Federal funding partners to
leverage local resources to
address harbor -wide issues.
D .. Requires a New Perspective
.. .
N
O
Solving a Community Challenge
This opportunity will create an
innovative and community-
based approach to solving
one of our community's
biggest issues...... .
D .. Requires a New Perspective.. .
N
N
•
•
•
...Clean up and redevelopment of the former
mill site and the Port Angeles Harbor..
.
D
N
W
Solving a Community Challenge
Anew model for
community-based solutions
throughout the Puget Sound
region.
0.. Requires a New Perspective.. .
•
ITEM FOR CONSIDERATION
BY THE
BOARD OF PORT COMMISSIONERS
May 20, 2008
SUBJECT: Port Angeles Harbor -Works Development Authority (PDA)
BACKGROUND:
The proposed Port Angeles Harbor -Works Development Authority represents a
cooperative venture between the City of Port Angeles and the Port. The intent is to
combine the unique powers of the City with those of the Port to form a new community
agency whose sole purpose is to manage the cleanup and re -development of the former
Rayonier site. As is commonly known, the Rayonier Mill Site has been shut down and
vacant since 1997. Meanwhile, site cleanup has been under the direction of the
Washington State Department of Ecology (ECY). It's a long and complicated process,
which up until this point Rayonier has been unable to complete. During this period, the
Port and City, representing the interests of the Port Angeles community, have been
• working to help facilitate the cleanup to the extent possible without any direct ownership
or cleanup responsibility. Most recently, we've had joint discussions with Rayonier and
ECY who've each expressed strong support for the new direction taken and encourage
both the City and the Port to move forward with the PDA most expeditiously. The Port
and City share similar visions for both the process and the final master plan. This
property is one of the crown jewels of the Port Angeles harbor front and is strategically
important for both the City and the Port.
ANALYSIS:
The PDA has been created by the City under the PDA statutes 35.21.730-759. Only the
City can form the PDA. The Port has broad powers of economic development. In
addition, the Port has critical management authorities over adjacent State tidelands and
filled uplands through its Port Management Agreement with the Department of Natural
Resources (DNR). Combining the unique powers of the City and Port into a PDA
represents the best opportunity to facilitate cleanup and redevelopment of the Rayonier
site. PDA governance will be conducted by a five -member Board and an appointed
Executive Director who will be responsible for managing staff and PDA functions. The
Port will nominate two (2) Board members; the City will nominate two (2) Board
members; and the fifth Board member will be nominated by the four Board members.
Board membership is subject to approval by the City Council. The actual functioning of
the PDA, including Governance, is detailed in the "CHARTER OF THE PORT
ANGELES HARBOR -WORKS DEVELOPMENT AUTHORITY". The binding agreement
t1iN 'M
to form the PDA is expressed in the "INTERLOCAL COOPERATION AGREEMENT •
BETWEEN THE CITY OF PORT ANGELES AND THE PORT OF PORT ANGELES
FOR THE PRESERVATION AND ENHANCEMENT OF THE PORT ANGELES
HARBOR AND WATERFRONT". Both documents are attached.
ENVIRONMENTAL IMPACT:
The environmental impact of the proposed Port Angeles Harbor -Works Development
Authority is the main event. If adopted, the PDA is intended to facilitate the final cleanup
of the property.
FISCAL IMPACT:
If authorized by the Commission and approved by the City Council, the Port will become
a full, equal and contributory partner in the PDA. Initial funding commitment by. the Port
is expected to be approximately one million dollars and is likely to be spread over a 4 -
year period depending on progress. No funding is requested at this time. Specific
funding will be determined once the PDA has established an operating budget.
RECOMMENDED ACTIONS: . 0
It is the recommendation of the Staff for the Port Commissioners to approve Resolution
08-968, with attachments as referenced above. It is further recommended the
Commissioners approve the nomination of the following persons to serve as the Port's
nominees to the PDA:
Mr. Bart Irwin
Mr. Jerry Hendricks
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a i A RESOLUTION AUTHORIZING THE ESTABLISHMENT OF AN INTERLOCAL
`• ' �'` AGREEMENT BETWEEN THE PORT OF PORT ANGELES AND THE CITY OF PORT .
ANGELES TO COORDINATE ACTIONS RELATED TO POTENTIAL REDEVIAPMENT OF
='r.} THE HARBOR AREA AND WATERFRONT COMMONLY KNOWN AS THE FORMER
RAYONIER MILL SITE -
1 WHEREAS, the Port of Port Angeles
of Washington; and {"port°} is a municipal corporation of the State
l:
'� c :; is ��• `�
WHEREAS, the City of Port Angeles ("City") is a municipal corporation of the State
e,C. `J;. of Washington; and
? Pill WHEREAS, the Port and the City are authorized to cooperate in the exercise of
�r •7 , certain powers relating to community renewal under RCW
"�•. fir;°' ty 53.08.400 and Chapter 35 81
RCW, and community revitalization activity under RCW 53.08.049 and Chapter 39.89
aly,`
RCW'; and �,.•
•
Z, WHEREAS, the Port and the City have the power to enter into an agreement in s
x• .,..;� r order to carry out any of the powers that they may by law exercise separately, as provided at r-
•
'•_. �'� RCW 53.0824o and Chapter P 39.34 RCW; and '
,!:
WHEREAS, the area known as the former Rayonier Mill Site in Port Angeles, {
F. Washington has potential for redevelopment to provide major economic benefit to citizens 1
It within the Port district, which includes Port Angeles; and
i
it i
WHEREAS, s n the best interest of the Port and its t �g
- ?�• - • axpayers to participate with �; I' • '
s; the City of Port Angeles: (a) in the implementation of appropriate measures to remediate 1"
.:± 1 i and redevelopthe Rayonier Mill propertyso that it may contribute to the economic i; w
''� development nd general welfare othe rion y '
Al—, g (b) in the investigation of the nature and
t, extent of hazardous waste and wood waste in Port Angeles Harbor and the development of f;jtr'.,
E reasonable, necessary and feasible remediation measures for such conditions; and (c) to;
a coordinate those efforts with other appropriate governmental and private entities; y�
Vk
NOW THEREFORE,
..:.. gin.
BE IT RESOLVED b
•�=f> •_* 3 y the Port of Port Angeles:
R' ? t. That it shall enter into an Interlocal Agreement in the form attached hereto '
with the City of Port Angeles in order to coordinate actions regarding "
g g potential remediation
and redevelopment of the former Rayonier Mill Site and related economic development
within the Port district, as well as local government participation in the study of
contamination in Port Angeles Harbor and the development of reasonable, necessary and
feasible remediation measures for such conditions. H`
2• This Resolution shall be liberally construed toe ffect its purposes.
3• The Executive Director is authorized and directed to execute the Interlocal 1 .
rk + a Agreement in substantial] the form attached hereto.
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tteml08-968(cont' tutlbli
ADOPTED: By the Port Commission of the Port of Port Angeles at a special meeting thereof
held this 2oth day of May, 2oo8.
PORT OF PORT ANGELES
BOARD OF COMMISSIONERS
CIA,—
ecretary, James F. McEntire
S. -
n-�
RESOLUTION NO. a -os
A RESOLUTION of the City Council of the City of Port Angeles, Washington,
in support of a cooperative effort with the Port of Port Angeles for the cleanup
and redevelopment of the Port Angeles harbor and the former Rayonier Mill
Site.
WHEREAS, DOE is currently responsible for cleanup of the former Rayonier Mill site
property, which was closed in 1997; and
WHEREAS, the Washington Department of Ecology (DOE) is currently investigating the
entire Port Angeles harbor for the existence of toxic materials in the marine environment.
Depending on the outcome of that investigation, DOE will formulate plans and strategies for
responding to toxic substances in the marine environment; and
WHEREAS, both the City and the Port might be potentially liable parties for toxic
materials within the marine environment; and
WHEREAS, cleanup and redevelopment ofthese areas are vital to the health and economy
of the community and in the best interests of the City and its taxpayers; and
WHEREAS, the City Council finds that it is in the best interest of the City and its
taxpayers to participate with the Port:
a. In the implementation of appropriate measures to remediate and redevelop the
Rayonier Mill property so that it may contribute to the economic development and
general welfare of the region; and
b. In the investigation of the nature and extent of hazardous waste and wood waste
in Port Angeles Harbor and the development of reasonable, necessary and feasible
remediation measures for such conditions; and
-1-
A-33
WHEREAS, the City and the Port are authorized pursuant to Chapter 39.34 RCW to
contract with each other in order to effectively and efficiently operate, administer and carry out
their programs and public projects.
WHEREAS, the City and the Port are authorized to exercise certain powers relating to
community renewal under Chapter 35.81 RCW and RCW 53.08.400, and certain community
revitalization activities under Chapter 39.89 RCW and RCW 53.08.049.
NOW, THEREFORE, BE IT RESOLVED that the Port Angeles City Council hereby
declares it is in the best interests of the citizens of the City that the Port and City cooperate in
guiding in the cleanup of Port Angeles harbor and the cleanup and redevelopment of the Rayonier
site.
AND IT IS FURTHER RESOLVED that the Port Angeles City Council hereby authorizes
and directs the City Manager to execute the Interlocal Agreement in substantially the form
attached hereto as Exhibit A.
PASSED by the City Council of the City of PortAngeles at a regular meeting of said
Council held on the 20th day of May, 2008.
ATTEST:
,
I�. 1 ..0 dP_ _M F, X,�. •
MA V OR
VAPOVED AS TO F4 .
William E. Bloor, City Attorney
G:\Legal_Backup\ORDBJANCES&RESOLUTIONS\RESOLUTIONS.2008\02.Harbor-Rayonier Clean Up.042308.wpd
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A - 34
ed
•
Exhibit "A"
INTERLOCAL COOPERATION AGREEMENT
BETWEEN THE CITY OF PORT ANGELES AND THE PORT OF PORT ANGELES
FOR THE PRESERVATION AND ENHANCEMENT
OF THE PORT ANGELES HARBOR AND WATERFRONT
THIS INTERLOCAL COOPERATION Agreement (the "Agreement") is made and entered into by
and between the City of Port Angeles (the "City"), a Washington municipal corporation organized as a code
city, and the Port of Port Angeles (the "Port"), Clallam County, Washington, a Washington municipal
corporation organized under Title 53 RCW (together, the "Parties").
The Parties agree as follows:
PART 1. RECITALS - PURPOSE OF AGREEMENT
• 1.1 The Washingayoner m"Rayonier
State Department of Ecology ("DOE") is currently responsible for cleanup of the
former Rayonier site (the "Ronier Site") located in Port Angeles, which was closed in 1997.
DOE has encouraged participation by the City and the Port in the final stages of the cleanup, to
facilitate redevelopment of the site.
•
1.2 The DOE is currently investigating the entire Port Angeles harbor for the existence of toxic materials
in the marine environment. Depending on the outcome of that investigation, DOE will formulate
plans and strategies for responding to toxic substances in the marine environment. DOE seeks
participation from local government agencies on these issues as well.
1.3 The City Council of the City of Port Angeles on May 20, 2008, adopted Resolution 2-08, finding that
it is in the best interest of the City and its taxpayers to participate with the Port:
1.3.1 in the implementation of appropriate measures to remediate and redevelop the Rayonier Mill
property so that it may contribute to the economic development and general welfare of the
region;
1.3.2 in the investigation of the nature and extent of hazardous waste and wood waste in Port
Angeles Harbor and the development of reasonable, necessary and feasible remediation
measures for such conditions; and
1.3.3 to coordinate those efforts with other appropriate governmental and private entities.
-1-
A-35
•
1.4 The Board of Commissioners of the Port of Port Angeles on May 20, 2008, adopted Resolution 08-
968, finding that it is in the best interest of the Port and its taxpayers to participate with the City:
1.4.1 in the implementation of appropriate measures to remediate and redevelop the Rayonier Mill
property so that it may contribute to the economic development and general welfare of the
region;
1.4.2 in the investigation of the nature and extent of hazardous waste and wood waste in Port
Angeles Harbor and the development of reasonable, necessary and feasible remediation
measures for such conditions; and
1.4.3 , to coordinate those efforts with other appropriate governmental and private entities.
1.5 The Parties are authorized pursuant to Chapter 39.34 RCW to contract with each other to effectively
and efficiently operate, administer and carry out their programs and public projects.
PART 2. AGREEMENT TO COOPERATE IN CLEANUP AND REDEVELOPMENT
2.1 General. The City and the Port agree to coordinate actions related to the potential redevelopment of
the Rayonier Site. This is contemplated to include, but not be limited to:
2.1.1 Participatuig in meetings with representatives from Rayonier, the Washington State •
Department of Ecology, the Washington State Department of Natural Resources, the U.S.
Environmental Protection Agency, and other federal, state, local and tribal governmental
entities with an interest in the Rayonier Site to develop plans for completing environmental
cleanup of the site.
2.1.2 Developing and i mplementnig a plan for redevelopment activities on all or a portion of the
Rayonier Site which, subject to appropriate planning activity, environmental and financial
review, is anticipated may include the following components:
(a) Infrastructure, including pipelines, tankage and outflow amenable to enhancement of
City stormwater/sewer systems shall be so utilized;
(b) Harbor area leases, including filled harbor areas and adjacent uplands, should receive
primary consideration for maritime commercial/industrial use implementing, where
appropriate, the management authority of the Port relating to harbor areas;
(c) Cultural areas that will have an emphasis of use for archeological interest and public
education;
(d) Areas of the property to be subject of a mix of industrial, commercial or residential
uses;
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A - 36
•
(e) Public, open space, cultural, trail, and recreational amenities.
2.1.3 The Parties will coordinate utilization of their respective authorities to facilitate
comprehensive land use and environmental analysis of site redevelopment alternatives and
identification of preferred alternatives.
2.1.4 Developing and implementing a plan for financing any improvements to be undertaken by the
Parties in connection with the remediation and redevelopment of the Rayonier Site.
2.2 The City and the Port agree to coordinate actions related to the potential responses to the existence of
toxic materials in the marine environment of the Port Angeles harbor. This is contemplated to include,
but not be limited to:
2.2.1 Participating in meetings with representatives from the Washington State Department of
Ecology, the Washington State Department of Natural Resources, the U.S. Environmental
Protection Agency, and other federal, state, local and tribal governmental entities with an
interest in the Port Angeles harbor and/or the Rayonier Site to develop plans for responding to
hazardous waste and/or wood waste determined to be located in the Port Angeles Harbor
marine environment and having significant adverse environmental effects upon the marine
environment.
• 2.2.2 Developing and implementing a plan involving the City, Port, and other appropriate parties
for responding to toxic substances in the Port Angeles harbor marine environment.
•
2.2.3 Developing and implementing a plan for financing any work to be undertaken in connection
with the response plan.
2.3 Organization and Administration. The most efficient means to carry out the actions contemplated by
Part 1, Sections 2.1, and 2.2 of this Agreement is by creation of a single, separate entity. The entity
will be dedicated to execution of the purposes and the cooperative actions intended under this
Agreement. To that end, the City will form a Public Development Authority (PDA) as an independent
public authority under RCW 35.21.730-.759, that will be governed by a Board of persons nominated
by the City and the Port as described in its Charter. The parties agree that the PDA will be the primary
operating entity to carry out the purposes and actions contemplated by this Agreement. The Parties
shall, at the request of the PDA, engage in activitiesdetermined to be consistent with the goals of this
Agreement utilizing their respective statutory authorities.
2.4 Finance and Operational Arrangements. The Parties agree to provide the PDA access to reasonable
start-up funding for expected operating and capital costs. After the PDA has secured start-up funding,
in the event the PDA needs additional funding that cannot be obtained from other sources, the Parties
agree to contribute as necessary and appropriate to the operating and capital costs of the PDA. Apart
from the PDA, each Party shall bear its own costs and maintain its own insurance related to any
activities conducted in furtherance of this Agreement. All liabilities incurred by the PDA shall be
satisfied exclusively from the assets and properties of the PDA and neither the PDA nor any creditor
or other person shall have any right of action against the City or the Port by virtue of this interlocal
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A-37
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agreement. Any bonds, notes, or other evidences of indebtedness issued by the PDA shall contain a
recital to the effect that they are not obligations of the City or the Port and that neither the faith and
credit nor the taxing power of the State or any municipal corporation or subdivision of the State or any
agency of any of the foregoing, is pledged to the payment of principal, interest, or premium, if any,
thereon.
2.5 Liabilily Indemnification.
2.5.1 The City shall protect, save harmless, indemnify, and defend, at the City's expense, the Port,
its elected and appointed officials, officers, employees and agents from any loss or claim for
damages of any nature whatsoever (collectively "claims"), arising out of the City's
performance of this Agreement, or any City or any City assignee work to fulfill the terms and
conditions of this Agreement.
2.5.2 The Port shall protect, save harmless, indemnify, and defend, at the Port's expense, the City,
its elected and appointed officials, officers, employees and agents, from any loss or claim for
damages of any nature whatsoever arising out of the Port's performance of this Agreement, or
any Port or any Port assignee work to fulfill the terms and conditions of this Agreement.
2.5.3 The PDA shall protect, save harmless, indemnify, and defend, at its expense, the City and the
Port, their elected and appointed officials, officers, employees and agents, from any loss or
claim for damages of any nature whatsoever arising out of the PDA's performance of the
terms and conditions of this Agreement. •
2.6 Adoption of Charter. In furtherance of this Agreement, the parties anticipate that the City shall
forthwith adopt a Charter for the Public Development Authority in substantially the form attached
hereto as Exhibit A, and that the parties shall cooperate with the Public Development Authority when
formed, in accordance with the provisions of Exhibit A.
PART 3. DISSOLUTION
3.1 Upon the dissolution of the Authority, the City and Port agree that any net assets remaining shall be
divided between them in proportion to the net contribution made by each to the Authority.
PART 4. REVISION, AMENDMENT OR SUPPLEMENTATION.
4.1 The terms of this Agreement may be revised, amended or supplemented by written Agreement
executed by the Parties. No revision, amendment or supplement shall take effect if it impairs any
contractual obligation of either Party.
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C,
•
PART 5. MISCELLANEOUS.
5.1 The Effective Date of this Agreement is the date the last agreeing party affixes its signature hereto.
5.2 This Agreement shall continue to be in full force and effect until December 31, 2012, subject to
renewal thereafter for successive 1 -year terms by resolution of each party's governing body.
Termination of this Agreement shall have no effect upon the continued existence of the PDA.
5.3 This Agreement may be terminated only upon mutual agreement of both Parties. The Agreement may
not be terminated if doing so would cause terms previously fulfilled by either party to violate
Washington law.
5.4 This Agreement is entered into for the benefit of the Parties only and shall confer no benefits, direct or
implied, upon any third person.
5.5 No waiver by either Party of any term or condition of this Agreement shall be deemed or construed to
constitute a waiver of any other term or condition or of any subsequent breach whether of the same or
of a different provision of this Agreement.
5.6 This Agreement may be executed in one or more counterparts and shall be filed consistent with
Chapter 39.34 RCW.
DATED , 2008.
THE CITY OF PORT ANGELES,
a Washington municipal corporation
By
Mak E. Madsen, City Manager
ATTEST:
00 _. _ �_ . 1 �.. •
A7-e
VED AS TO FORM:
,
William E. Bloor, City Attorney
DATED a , 2008.
THE PORT OF PORT ANGELES, Clallam
County, Washington, a municipal corporation
c
By Wte.,^14 (,44��
Obert Mcdesney, Executive Dire for
APPROVEDAS TO FORM/ATTEST:
—rte'
S eta y oft e Board
O\L_gal_iiacktqi\hGREF.MENTS&CONTRACTS12008 Agmts&ContraetsTon.Rayonier Cleanup -Interlocal Cooperation Agreement.05: `+08 Orar._1.doeMay 20, 2008
• -5-
A-39
INTERLOCAL COOPERATION AGREEMENT
BETWEEN THE CITY OF PORT ANGELES AND THE PORT OF PORT ANGELES
FOR THE PRESERVATION AND ENHANCEMENT
OF THE PORT ANGELES HARBOR AND WATERFRONT
THIS INTERLOCAL COOPERATION Agreement (the "Agreement") is made and entered into by
and between the City of Port Angeles (the "City"), a Washington municipal corporation organized as a code
city, and the Port of Port Angeles (the "Port"), Clallam .County, Washington, a. Washington municipal
corporation organized under Title 53 RCW (together, the 'Parties").
The Parties agree as follows:
PART 1. RECITALS - PURPOSE OF AGREEMENT
1.1 The Washington State Department of Ecology ('DOE") is currently responsible for cleanup of the
former Rayonier mill site (the 'Rayonier Site") located in Port Angeles, which was closed in 1997.
DOE has encouraged participation by the City and the Port in the final stages of the cleanup, to
facilitate redevelopment of the site.
1.2 The DOE is currently investigating the entire Port Angeles harbor for the existence of toxic materials
in the marine environment. Depending on the outcome of that investigation, DOE will formulate
plans and strategies for responding to toxic substances in the marine environment. DOE seeks
participation from local government agencies on these issues as well.
1.3 The City Council of the City of Port Angeles on May 20, 2008, adopted Resolution 2-08, finding that
it is in the best interest of the City and its taxpayers to participate with the Port:
1.3.1 in the implementation of appropriate measures to remediate and redevelop the Rayonier Mill
property so that it may contribute to the economic development and general welfare of the
region;
1.3.2 in the investigation of the nature and extent of hazardous waste and wood waste in Port
Angeles Harbor and the development of reasonable, necessary and feasible remediation
measures for such conditions; and
1.3.3 to coordinate those efforts with other appropriate governmental and private entities.
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1.4 The Board of Commissioners of the Port of Port Angeles on May 20, 2008, adopted Resolution 08-
968, finding that it is in the best interest of the Port and its taxpayers to participate with the City:
1.4.1 in the implementation of appropriate measures to remediate and redevelop the Rayonier Mill
property so that it may contribute to the economic development and general welfare of the
region;
1.4.2 in the investigation of the nature and extent of hazardous waste and wood waste in Port
Angeles Harbor and the development of reasonable, necessary and feasible remediation
measures for such conditions; and
1.4.3 to coordinate those efforts with other appropriate governmental and private entities.
1.5 The Parties are authorized pursuant to Chapter 39.34 RCW to contract with each other to effectively
and efficiently operate, administer and carry out their programs and public projects.
PART 2. AGREEMENT TO COOPERATE IN CLEANUP AND REDEVELOPMENT
2.1 General. The City and the Port agree to coordinate actions related to the potential redevelopment of
the Rayonier Site. This is contemplated to include, but not be limited to:
02.1.1 Participating in meetings with representatives from Rayonier, the Washington State
Department of Ecology, the Washington State Department of Natural Resources, the U.S.
Environmental Protection Agency, and other federal, state, local and tribal governmental
entities with an interest in the Rayonier Site to develop plans for completing environmental
cleanup of the site.
•
2.1.2 Developing and implementing a plan for redevelopment activities on all or a portion of the
Rayonier Site which, subject to appropriate planning activity, environmental and financial
review, is anticipated may include the following components:
(a) Infrastructure, including pipelines, tankage and outflow amenable to enhancement of
City stormwater/sewer systems shall be so utilized;
(b) Harbor area leases, including filled harbor areas and adjacent uplands, should receive
primary consideration for maritime commercial/industrial use implementing, where
appropriate, the management authority of the Port relating to harbor areas;
(c) Cultural areas that will have an emphasis of use for archeological interest and public
education;
(d) Areas of the property to be subject of a mix of industrial, commercial or residential
uses;
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(e) Public, open space, cultural, trail, and recreational amenities
2.1.3 The Parties will coordinate utilization of their respective authorities to facilitate
comprehensive land use and environmental analysis of site redevelopment alternatives and
identification of preferred alternatives.
2.1.4 Developing and implementing a plan for financing any improvements to be undertaken by the
Parties in connection with the remediation and redevelopment of the Rayonier Site.
2.2 The City and the Port agree to coordinate actions related to the potential responses to the existence of
toxic materials in the marine environment of the Port Angeles harbor. This is contemplated to include,
but not be limited to:
2.2.1 Participating in meetings with representatives from the Washington State Department of
Ecology, the Washington State Department of Natural Resources, the U.S. Environmental
Protection Agency, and other federal, state, local and tribal governmental entities with an
interest in the Port Angeles harbor and/or the Rayonier Site to develop plans for responding to
hazardous waste and/or wood waste determined to be located in the Port Angeles Harbor
marine environment and having significant adverse environmental effects 'Upon the marine
environment.
2.2.2 Developing and implementing a plan involving the City, Port, and other appropriate parties
for responding to toxic substances in the Port Angeles harbor marine environment. •
2.2.3 Developing and implementing a plan for financing any work to be undertaken in connection
with the response plan.
2.3 Organization and Administration. The most efficient means to carry out the actions contemplated by
Part 1, Sections 2. 1, and 2.2 of this Agreement is by creation of a single, separate entity. The entity
will be dedicated to execution of the purposes and the cooperative actions intended under this
Agreement. To that end, the City will form a Public Development Authority (PDA) as an independent
public authority under RCW 35.21.730-.759, that will be governed by a Board of persons nominated
by the City and the Port as described in its Charter. The parties agree that the PDA will be the primary
operating entity to carry out the purposes and actions contemplated by this Agreement. The Parties
shall, at the request of the PDA, engage in activities determined to be consistent with the goals of this
Agreement utilizing their respective statutory authorities.
2.4 Finance and Operational Arrangements. The Parties agree to provide the PDA access to reasonable
start-up funding for expected operating and capital costs. After the PDA has secured start-up funding,
in the event the PDA needs additional funding that cannot be obtained from other sources, the Parties
agree to contribute as necessary and appropriate to the operating and capital costs of the PDA. Apart
from the PDA, each Party shall bear its own costs and maintain its own insurance related to any
activities conducted in furtherance of this Agreement. All liabilities incurred by the PDA shall be
satisfied exclusively from the assets and properties of the PDA and neither the PDA nor any creditor
or other person shall have any right of action against the City or the Port by virtue of this interlocal
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•
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agreement. Any bonds, notes, or other evidences of indebtedness issued by the PDA shall contain a
recital to the effect that they are not obligations of the City or the Port and that neither the faith and
credit nor the taxing power of the State or any municipal corporation or subdivision of the State or any
agency of any of the foregoing, is pledged to the payment of principal, interest, or premium, if any,
thereon.
2.5 Liability Indemnification.
2.5.1 The City shall protect, save harmless, indemnify, and defend, at the City's expense, the Port,
its elected and appointed officials, officers, employees and agents from any loss or claim for
damages of any nature whatsoever (collectively "claims"), arising out of the City's
performance of this Agreement, or any City or any City assignee work to fulfill the terms and
conditions of this Agreement.
2.5.2 The Port shall protect, save harmless, indemnify, and defend, at the Port's expense, the City,
its elected and appointed officials, officers, employees and agents, from any loss or claim for
damages of any nature whatsoever arising out of the Port's performance of this Agreement, or
any Port or any Port assignee work to fulfill the terms and conditions of this Agreement.
2.5.3 The PDA shall protect, save harmless, indemnify, and defend, at its expense, the City and the
Port, their elected and appointed officials, officers, employees and agents, from any loss or
claim for damages of any nature whatsoever arising out of the PDA's performance of the
• terms and conditions of this Agreement.
2.6 Adoption of Charter. In furtherance of this Agreement, the parties anticipate that the City shall
forthwith adopt a Charter for the Public Development Authority in substantially the form attached
hereto as Exhibit A, and that the parties shall cooperate with the Public Development Authority when
formed, in accordance with the provisions of Exhibit A.
•
PART 3. DISSOLUTION
3.1 Upon the dissolution of the Authority, the City and Port agree that any net assets remaining shall be
divided between them in proportion to the net contribution made by each to the Authority.
PART 4. REVISION, AMENDMENT OR SUPPLEMENTATION.
4.1 The terms of this Agreement may be revised, amended or supplemented by written Agreement
executed by the Parties. No revision, amendment or supplement shall take effect if it impairs any
contractual obligation of either Party.
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PART 5. MISCELLANEOUS.
5.1 The Effective Date of this Agreement is the date the last agreeing party affixes its signature hereto.
5.2 This Agreement shall continue to be in full force and effect until December 31, 2012, subject to
renewal thereafter for successive 1 -year terms by resolution of each party's governing body.
Termination of this Agreement shall have no effect upon the continued existence of the PDA.
5.3 This Agreement may be terminated only upon mutual agreement of both Parties. The Agreement may
not be terminated if doing so would cause terms previously fulfilled by either party. to violate
Washington law.
5.4 This Agreement is entered into for the benefit of the Parties only and shall confer no benefits, direct or
implied, upon any third person.
5.5 No waiver by either Party of any term or condition of this Agreement shall be deemed or construed to
constitute a waiver of any other term or condition or of any subsequent breach whether of the same or
of a different provision of this Agreement.
5.6 This Agreement may be executed in one or more counterparts and shall be filed consistent with
Chapter 39.34 RCW.
DATED 2008.
THE CITY OF PORT ANGELES,
a Washington municipal corporation
BySJf-26-� )
Ma
k E. Madsen, City Manager
ATTEST:
_ �__ L�_ .•
.
APP VED AS TO FORM:
7
William E. Bloor, City Attorney
DATED , 2008.
THE PORT OF PORT ANGELES, Clallam
County, Washington, a municipal corporation
By
Obert McC esney, Executive Dire for
APPRO D AS TO FORM/ATTEST:
Sk-i/etaiy of the Board
G: Legal_3aCkjpV,GRE'r".MENTS&CONTRACTS\2008 Abnnts&Contracts Port.Rayonier Cleanup -Interlocal Cooperation Agreement.05:�08 -t�;;ac—� LdocMay 20, 2008 f
_
•
ORDINANCE 3333
CITY OF PORT ANGELES, WASHINGTON
AN ORDINANCE creating the Port Angeles Harbor Works
Public Development Authority; authorizing a charter and bylaws
therefor; establishing a Board of Directors to govern the affairs of
the PDA; and describing how the PDA shall conduct its affairs.
•
PASSED: May 20 , 2008
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ORDINANCE 3333
CITY OF PORT ANGELES, WASHINGTON
AN ORDINANCE creating the Port Angeles Harbor Works
Public Development Authority; authorizing a charter and
bylaws therefor; establishing a Board of Directors to govern the
affairs of the PDA; and describing how the PDA shall conduct
its affairs.
THE CITY COUNCIL OF THE CITY OF PORT ANGELES DO 'HEREBY
ORDAIN, as follows:
Section 1. Findings and Recitals. The City Council makes the following findings
and determinations:
(a) The City is authorized, in RCW 35.21.730 through 35.21.759, to create public
corporations, commissions and authorities to receive and administer private funds, goods or
services for any lawful public purpose in order to improve the administration of authorized
federal grants or programs, to improve governmental efficiency and services, and to improve
the general living conditions.
(b) The City Council finds that:
(1) The former Rayonier mill site (the "Rayonier Site") is located within the
corporate boundaries of the City.
(2) The Washington State Department of Ecology ("DOE") is - currently
responsible for cleanup of the former Rayonier mill site (the "Rayonier Site")
located in Port Angeles, which was closed in 1997. DOE has sought
participation from local government agencies in the final stages of the cleanup,
to facilitate redevelopment of .the site, and the City desires to redevelop and
enhance this site to provide economic, cultural and community benefits and
resources to improve the lives of the citizens of the City.
(3) The DOE is currently investigating the entire Port Angeles harbor for the
existence of toxic materials in the marine environment. Depending on the
outcome of that investigation, DOE will formulate plans and strategies for
responding to toxic substances in the marine environment. DOE seeks
participation from local government agencies on these issues as well.
(4) Both the City and the Port might be potentially liable parties for toxic materials
within the marine environment.
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(5) Cleanup and redevelopment of the Rayonier Site and the Port Angeles Harbor are
vital to the health and economy of the community and in the best interest of the
City and its taxpayers.
(6) The City Council finds that it is in the best interest of the City and its taxpayers to
participate with the Port (a) in the implementation of appropriate measures to
remediate and redevelop the Rayonier Site and the Port Angeles Harbor so that
they may contribute to the economic development and general welfare of the
region; and (b) in the investigation of the nature and extent of hazardous waste
and wood waste in Port Angeles Harbor and the development of reasonable,
necessary and feasible remediation measures for such conditions
(7)The City and the Port are authorized by Chapter 39.34 RCW to contract with
each other in order to effectively and efficiently operate, administer and carry out
their programs and public projects, and pursuant to this authorization and
Resolution 2-08 of the City Council, the City and the Port have entered into an
interlocal agreement whereby the City has agreed to exercise its powers under
RCW 35.21.730-.759 to create a public development authority
(8) The City and the Port are further authorized to cooperate in the exercise of certain
powers relating to community renewal under Chapter 35.81 RCW and RCW
53.08.400, and certain community revitalization activities under Chapter 39.89
RCW and RCW 53.08.049.
Section 2. Definitions. The following terms shall have the following meanings
unless the context clearly indicates otherwise:
"PDA" means the Port Angeles Harbor Works Public Development Authority created
under this ordinance.
"Bonds" means any bonds, promissory notes, interim certificates, debentures,
certificates of indebtedness or other short-term or long-term obligations issued by the PDA.
"Bylaws" means the rules adopted under this ordinance for regulating or managing the
PDA's affairs, as they may be amended from time to time.
"Charter" means the PDA's articles of organization as adopted under this ordinance or
as amended from time to time.
"Director" means a member of the PDA Board.
"PDA Board of Directors" or "PDA Board" means the governing body of the PDA
vested with the management of its affairs..
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Section 3. PDA Created - City Liability Limited.
(a) PDA Created. In order to administer and execute federal grants or programs;
receive and administer private funds, goods or services for any lawful public purpose; and
perform any, lawful public purpose or public function within the limits of City of Port
Angeles, the Port Angeles Harbor Works Public Development Authority, a public
corporation, is hereby created for the purposes as set forth in its Charter and this ordinance.
(b) City Liability Limited. The PDA is an independent legal entity exclusively
responsible for its own debts, obligations and liabilities. All liabilities incurred by the PDA
shall be satisfied exclusively from the assets and credit of the PDA; no creditor or other
person shall have any recourse to the assets, credit or services of the City on account of any
debts, obligations, liabilities, acts, or omissions of the PDA.
Section 4. Charter; Bylaws.
(a) Charter. The Charter of the Port Angeles Harbor Works Public Development
Authority, attached as Exhibit A and incorporated by reference, is approved. Upon the
effective date of this ordinance, the Charter shall be issued in duplicate originals, each bearing
the City's seal attested by the City Clerk. The City Clerk shall retain one original on file as a
public record and shall deliver the second duplicate original to the PDA. The City Clerk shall
give notice of the issuance of the Charter to the Secretary of State.
(1) Charter Amendments. Except if the City is required to intervene under Section
8 of this ordinance or as otherwise may be required by law, any amendment to this Charter
must be approved by an ordinance of the City Council and by 80% of the PDA Board.
(i) Amendments Initiated by PDA Board. Any PDA Board member may
introduce a proposed Charter amendment at any regular or special
meeting of the PDA Board. Upon approval of a Charter amendment
proposal by 80% of the Members of the PDA Board, the PDA shall
file the proposed amendment with the City Clerk for consideration by
the City Council at the Council's earliest convenience.
(ii) Amendments Initiated by City Ordinance. If the City Council adopts
an ordinance to amend the Charter, the PDA Board shall consider and
vote on the proposed amendment at its next regular meeting. If no
regular meeting is to be held within 30 days of the adoption of the
City ordinance, the Secretary of the PDA Board shall call a special
meeting within 45 days of the adoption of the City ordinance to
consider the proposed amendment. If the PDA Board fails to vote.
upon the proposed amendment within 45 days, the PDA Board shall
be deemed to have concurred and the amendment shall become
effective.
(2) Notice of Meeting to Consider Charter Amendment. Notice of a PDA Board
meeting during which action is to be taken on a proposed Charter amendment shall be given
U111KIF-9
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in writing to each Director and to all other persons entitled to receive notice at least 7 days
before the meeting. The notice shall specifically state that a Charter amendment is to be
considered and shall include a statement of its purpose and effect. The notice to be given to
each Director shall also include -a copy of the proposed amendment.
(3) Effective Date of Charter Amendments. Except if the City is required to
intervene under Section 8 of this ordinance or as otherwise may be required by law, a Charter
amendment shall become effective only upon adoption by the City Council and concurrence
by the PDA Board.
(b) Commencement of Corporate Existence. The PDA shall commence its existence
upon the issuance of the Charter and shall conduct its affairs in accordance with 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 PDA has been
established in compliance with the procedures of this ordinance.
(c) Bylaws. The PDA Board is vested with the power to adopt, amend or repeal
Bylaws so long as those bylaws are consistent with the Charter and this ordinance. The PDA
Board, at its organizational meeting shall adopt Bylaws. Thereafter, the Bylaws may be
amended or repealed as necessary by the PDA Board consistent with the Charter and this
Ordinance. Upon adoption, amendment or repeal of the Bylaws, the PDA shall place one true
and complete copy on file as a public record with the City Clerk, and shall retain a true and
complete copy in its files.
Section 5. Powers of the PDA.
(a) Generally. Except as otherwise limited by state law, an ordinance of the City or the
Charter, the PDA shall have and may exercise within the territorial boundaries of the City all
lawful power necessary or convenient to effect the purposes for which the PDA is organized
and to perform authorized corporate functions as provided in the Charter. Such powers shall
include:
(1) All powers that may be exercised by a public corporation under RCW
35.21.735 and the Public Corporations Act generally;
(2) All powers that may be assigned to it or conferred on it by the City or by the
Port of Port Angeles.
(b) Limitation of Powers. The PDA shall be limited in all activities and transactions in
the following respects:
(1) No power of eminent domain. The PDA shall have no power of eminent
domain nor any power to levy taxes.
(2) No recourse to City for debts. The PDA may not incur or create any liability
that permits recourse by any party or member of the public to any assets, services, resources
or credit of the City. All liabilities incurred by the PDA shall be satisfied exclusively from
4
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the assets and credit of the PDA; no creditor or other person shall have any recourse to the
assets, credit or services of the City on account of any debts, obligations, liabilities, acts or
omissions of the PDA.
(3) Transfer or encumbrance of certain real estate subject to RCW 35.21.747. The
PDA may sell, transfer or encumber any real property transferred to the PDA by the City only
in accordance with the requirements of RCW 35.21.747.
(4) Activities must serve public purpose. As long as the principal object of an
activity is to enhance the public mission of the PDA and not to generate a profit, the PDA
may: (i) sell assets for a consideration greater than their reasonable market value or
acquisition cost; (ii) charge more for services than the expense of providing them; or (iii)
carry out any other activity that is consistent with its purpose and applicable law.
Section 6. PDA Board of Directors.
(a) PDA Board of Directors. The Port Angeles Harbor Works Public Development
Authority Board of Directors (the "PDA Board") is established to govern the PDA's affairs.
The PDA Board shall be composed and its officers chosen as set forth in the Charter. The
directors' qualifications, terms of office and the filling of vacancies shall be as set forth in the
Charter
(b) Appointment of Directors. The initial Directors shall be as follows:
1. Karen McCormick (City Nominee) — Group II;
2. Bart Irwin (Port Nominee) — Group II;
3. Howard Ruddell (City Nominee) — Group III;
4. Jerry Hendricks (Port Nominee) — Group III;
5. Orville Campbell, President.
(c) Organizational Meeting. The City Council shall call an organizational meeting of
the initial directors within 60 days of the effective date of this ordinance, and shall cause at
least 7 days advance written notice to be .given to each director, unless waived in writing. At
such meeting, the PDA Board shall organize itself, appoint officers, adopt Bylaws, and take
such other action as may be necessary.
(d) Removal of Directors By City Council. The City may remove any or all directors
from office by resolution adopted after 30 days notice to all of the directors. Any director
removed pursuant to this section shall cease to be a director upon adoption of the City Council
resolution. A director appointed to fill a vacancy created under this Section shall serve out the
remainder of the term and shall be eligible for. reappointment.
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Section 7. Exercise of Corporate Powers.
(a) Exercise of Corporate Powers. All corporate powers of the PDA shall be exercised
by or under the authority of the PDA Board or its Officers; and the PDA's business, property,
and other affairs shall be managed under the direction of the PDA Board or its Officers,
except as may be otherwise provided for by law or in the Charter. Any person who assumes to
act for the PDA without actual authority to do so shall be liable for the debts and liabilities
incurred or arising as a result thereof.
(b) Deposit of Funds. All moneys belonging to or collected for the use of the PDA,
coming into the hands of any corporate official or officer of the PDA, shall be deposited in a
qualified public depository as determined by the Washington Public Deposit Protection
Commission. Such moneys may be invested at the direction of the PDA Board, by resolution,
in investments that would be lawful for the investment of City funds.
(c) Actions Requiring Authorization. In addition to such transactions, duties or
responsibilities as the Charter or the PDA Board may reserve, the following actions require
specific authorization by a PDA Board resolution:
(1) Budget Adoption. Adoption of an annual operating budget and a separate
capital budget;
(2) Real Estate Transactions. Transfer or conveyance of an interest in real estate
other than release of a lien or satisfaction of a mortgage after payment has been received and
the execution of a lease for a current term more than one year;
(3) Contracting or Guaranteeing Debts. The contracting of debts, the issuing of
bonds, and the mortgaging or pledging of PDA assets or credit to secure the same or any
action by the PDA as a surety or guarantor; .
(4) Major Transactions or Expenditures. Capital expenditures that are not
contained in the adopted budget and are in excess of $10,000, and all other transactions
involving:
(i) An amount greater than one percent of the previous year's operating
budget;
(ii) A commitment by the PDA extending over more than one year from
the date of execution of the agreement; or
(iii) The transfer or assignment of duties or responsibilities to or from a
governmental entity.
1 (5) Certification of Annual Reports. Certification of annual reports and statements
to be filed with the City Treasurer as true and correct in the opinion of the PDA Board and of
its members except as noted.
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Section 8. City Oversight and Intervention.
(a) Oversight by the City Council. In order to correct any deficiency and to assure that
the purposes of the PDA are reasonably accomplished, the City may audit the PDA's books
and records, modify the Charter consistent with this ordinance, intervene in an appropriate
case, or remove directors.
(b) Reports and Information. At least once each year, the PDA Board shall review
statements of monthly income and expenses that compare budgeted expenditures to actual
expenditures and shall file a report summarizing this review with the City Council. The PDA
Board shall review all such information at a regular or special meeting, the minutes of which
shall specifically note such reviews and include such information.
(c) Audits and Inspections. To assist the City or any state agency in its review and
oversight functions, the PDA shall make available for examination all of its financial and
other records during normal business hours.
(d) City Intervention. Under the following circumstances, the City may intervene in
and exercise control over the affairs of the PDA to the extent necessary and appropriate to
correct any deficiency or to assure that the purposes of the program undertaken may
reasonably be accomplished:
(1) The PDA Board has requested such intervention by resolution;
(2) The PDA has failed to set forth the statement required by its charter to be
included in written contracts, bonds or other documents;
(3) The PDA 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 PDA, unless such secondary or direct liability has expressly been
authorized by the City Council by ordinance in the form of a contingent loan
agreement or other guaranty;
(4) The PDA has failed to file an annual report with the City Council;
(5) A deadlock has occurred on the PDA Board, or the membership of the PDA
Board is insufficient to constitute a quorum for conduct of affairs so that the
PDA is unable to conduct its operations or perform its projects or activities;
(6) The PDA Board has continuously failed to conduct meetings at least annually,
or no regular or special meetings have been held for the preceding 12 months;
(7) The PDA Board has unreasonably impaired public participation in the conduct
of projects and activities;
(8) The assets of the PDA have been or are committed to being misapplied, wasted
or illegally expended;
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(9) The PDA has committed or is about to commit a material violation of its
charter.
Section 9. Dissolution; Procedure for Dissolution. Dissolution shall be
accomplished as provided in this Section, and shall not take effect until proper provision has
been made for the disposition of all PDA assets.
(a) City Council Determination. If the City Council makes an affirmative finding, in
accordance with this ordinance, that dissolution of the PDA is warranted for good cause, the
existence of the PDA may be terminated by ordinance of the City Council adopted after
public hearing held upon 30 days' notice to the Directors and affording them a reasonable
opportunity to be heard. Good cause for the purposes of dissolution shall include only:
(1) A majority of the PDA Board has in writing requested dissolution;
(2) The PDA has discontinued all activities for which it was chartered or has
remained inactive for 12 successive months;
(3) The PDA becomes insolvent or otherwise unable to carry out its contractual
obligations;
(4) The charter or an amendment to 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 PDA has filed an annual report with the City Council that contains false or
misleading representations of material facts;
(6) The PDA is incompetent or ineligible to carry out the public purposes for
which it was chartered;
(7) The PDA has repeatedly misused, abused or exceeded the grant of authority
conferred upon it by the Ordinance or other law, or committed repeated
violations of the Ordinance or this charter;
(8) The PDA Board has authorized the misapplication, waste or illegal expenditure
of PDA funds or assets;
(9) Other circumstances under which the City Council would be warranted in
intervening, if the City Council affirmatively finds that extraordinary
circumstances require immediate dissolution and that intervention would be
insufficient to correct the problem.
(b) Statement of Dissolution. Upon the effective date of an ordinance by the City
Council for termination of the PDA, the PDA shall file a dissolution statement with the
Secretary of State and the City Clerk setting forth: (i) the name and principal office of the
PDA; (ii) the debts, obligations and liabilities of the PDA, including conditions of grants and
donations, and the property and assets available to satisfy the same; the provisions to be made
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for satisfaction of outstanding liabilities and performance of executory contracts; and the
estimated time for completion of its dissolution; (iii) any pending litigation or contingent
liabilities; and (iv) a list of persons to be notified upon completion of dissolution.
(c) Winding Up of PDA Affairs. The City Council shall review the statement filed
and oversee the dissolution to protect the public interest, 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.
(d) Disposition of Assets. The City Council shall provide for the transfer of the rights,
assets and property of the PDA to the Port of Port Angeles, as provided pursuant to interlocal
agreement between the Port and the City, and may transfer additional rights, assets and
property to any other qualified entity or entities which will fulfill the purposes for which the
PDA was chartered. Otherwise, title .to all remaining property or assets of the authority shall
vest in the City upon the dissolution of the PDA.
(e) Termination of Corporate Existence. Upon satisfactory completion of dissolution
proceedings, the City Council shall indicate such dissolution by inscription of "Charter
Canceled" on the original Charter of the PDA, on file with the City Clerk and, when available,
on the duplicate original of the PDA, and the existence of the PDA shall cease. The City Clerk
shall give notice thereof to the Secretary of State and other persons requested by the PDA in
its dissolution statement.
Section 10. Miscellaneous Provisions.
(a) Establishment and Maintenance of Office and Records. The PDA shall maintain a
principal office at a location within the limits of the City; shall file and maintain with the City
Clerk a current listing of all PDA officials, their positions and their business telephone
numbers, the address of its principal office, and a current set of its Bylaws; and shall maintain
all of its records in a manner consistent with the Public Records Act, RCW 42.56, as amended
from time to time. The PDA shall keep an official journal containing the minutes of
proceedings at all PDA Board meetings and ordinances. Any person shall have access to
records and information of the PDA to the extent required by State law.
(b) Public Meetings. The PDA Board shall be the governing body of a public agency
as defined in the Open Public Meetings Act, and all meetings of the PDA Board shall be held
and conducted in accordance with the Open Public Meetings Act. It shall hold a regular
meeting at least one time each year; and may hold such special meetings as may be required
to conduct PDA business, in accordance with such notice and other requirements as are
contained in the Charter, the Bylaws and applicable law.
(1) All PDA Board meetings, including executive Committee meetings, all other
permanent and ad hoc committee meetings shall be open to the public to the
extent required by the Open Public Meetings Act or otherwise by law. The
PDA Board and committees may hold executive sessions to consider matters
enumerated in the Open Public Meetings Act, or privileged matters recognized
by law, and shall enter the cause therefor upon its official journal.
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(2) The Charter or Bylaws shall establish the requirements for a quorum. The act
of a majority of directors present at a meeting at which, a quorum is present
shall be the act of the PDA Board; provided, however, that a quorum to
commence a PDA Board meeting shall be no fewer than a majority of the PDA
Board's total membership.
(c) Code of Ethics - Conflict of Interest. No member of the PDA Board. or any officer
or employee of the PDA shall derive a personal profit, direct or indirect, from any contract or
in the sale to the PDA or to a contractor supplying the PDA of any land or rights or interests
in any land, material, supplies, or services except as provided in Chapter 42.23 RCW. The
PDA Board may adopt additional conflict of interest and ethical rules it considers appropriate
within its bylaws.
(d) Insurance. The PDA 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 PDA, naming the City as an additional insured. The City may, pursuant to a
lease or other contract with the PDA, agree to provide all or part of such insurance.
(e) Ancillary Authority. The City Manager and the City Clerk are each granted all
such power and authority as reasonably necessary or convenient to enable him or her to
administer this ordinance efficiently and to perform the duties imposed in this ordinance.
Section 11. Construction. This ordinance shall be liberally construed so as to
effectuate its purposes and the purposes of this ordinance, RCW 35.21.730 — .759. The
provisions of this ordinance are . controlling as to the Port Angeles Harbor Works Public
Development Authority, and any provision of Port Angeles Municipal Code, Title 4 (Public
Corporations), that is in conflict with this ordinance is declared to be inapplicable and of no
effect whatsoever as to the Port Angeles Harbor Works Public Development Authority.
Section 12. Severability. In the event any one or more of the provisions of this
ordinance shall for any reason be held to be invalid, such invalidity shall not affect any other
provision of this ordinance, but this ordinance shall be construed and enforced as if such
invalid provisions had not been contained herein; and any provision which shall for any
reason be held by reason of its extent to be invalid shall be deemed to be in effect to the extent
permitted by law.
Section 13. Effective Date. This ordinance shall take effect and be .in force from
and after its passage and five days following its publication as required by law. This
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ordinance is an exercise of an administrative function. As such, this ordinance is not subject
to referendum.
PASSED by the City Council of City of Port Angeles, Washington, at a regular open
public meeting held on May 20 , 2008.
Mayor Gary Udun
ATTEST:
i
CrMaq RAW
APPROVED AS TO FOS
William E. Bloor, City Attorney
PUBLISHED: May 25, 2008
G:\Legal_Backup\ORDINANCES&RESOLUTIONS\ORDINANCES.2008\21 -Rayon ierPortCityPDA.0rd.Vcr2.DOCMay 20, 2008
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CITY COUNCIL MEETING
Port Angeles, Washington
May 20, 2008
CALL TO ORDER - Mayor Braun called the regular meeting of the Port Angeles City Council to order at 6:00
REGULAR MEETING: p.m., announcing this is a joint meeting with the Board of Commissioners of the Port of
PortAngeles. The Mayor welcomed Commission President John Calhoun, Commissioner
George Schoenfeldt, Commissioner Jim McEntire, Executive Director Bob McChesney,
Director of Finance and Administration Bill James, and Legal Counsel Steve Oliver.
Commission President Calhoun then formally opened the special meeting of the Board
of Commissioners.
ROLL CALL: Members Present: Mayor Braun, Deputy Mayor Wharton, and Councilmembers
Di Guilio, Kidd, Perry, Rogers and Williams.
Members Absent: None.
StaffPresent: Manager Madsen, AttorneyBloor, Clerk Upton, G. Cutler, T.
Gallagher, D. McKeen, Y. Ziomkowski, S. Roberds, N. West,
and T. Pierce.
Public Present: J. Neves, P. Wesley, W. Hamilton, G. & B. Ferguson, H.
Oien, P. Gagnon, K. & D. Huff, O. Campbell, F. Charles, G.
Demetriff, K. McCormick, R. Mantooth, B. Scott, B.
Roberds, P. Lamoureux, and R. McCoy. All others present
in the audience failed to sign the roster.
PLEDGE OF The Pledge of Allegiance to the Flag was led by Port Commission President Calhoun.
ALLEGIANCE:
PRESENTATIONS, 1. American History Month Proclamation:
CEREMONIAL
MATTERS & Mayor Braun read and presented a proclamation to Brian Pettyjohn, Exchange Club
PROCLAMATIONS: President -Elect, declaring the month of May, 2008, as American History Month.
American History Month
Proclamation
Proclamation to Police and 2. Proclamation to Police and Fire Department Volunteers:
Fire Department Volunteers
Mayor Braun read and presented a proclamation to Police and Fire Volunteers, declaring
April 27 - May 3, 2008, as National Volunteer Week.
Lifetime Presidential 3. Lifetime Presidential Volunteer Service Recognition:
Volunteer Service
Recognition Mayor Braun read and presented a formal tribute to Charles DeVoney, Port Angeles
Police. Volunteer, who was recognized by President George W. Bush's Council on
Service and Civic Participation.
Lifetime Volunteer 4. Lifetime Volunteer Service Recognition:
Service Recognition
This recognition was deferred until the time Mr. Masi could be present.
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CITY COUNCIL MEETING
May 20, 2008
WORK SESSION:
City Cooperation with the Port of Port Angeles Regarding the Port Angeles Harbor:
City Cooperation with Port
Manager Madsen opened the work session by discussing the history and closure of the
of Port Angeles regarding
Rayonier Mill; the signing of a tri -level letter of understanding related to cleanup of the
the Port Angeles Harbor
site; and the commencement of City meetings with the Department of Ecology and
Resolution No. 2-08
Rayonier to find a way to move cleanup, restoration, and redevelopment to a higher
Ordinance No. 3333
priority level. In considering the formation of a Public Development Authority, he
indicated both the City and the Port are working in close cooperation with the
Washington State Department of Ecology and Rayonier to solve a community challenge
through stewardship to the benefit of the community.
Port Executive Director McChesney introduced the concept of the Public Development
Authority to the Port Commissioners, providing the background of the cooperative
venture between the City and the Port to form a new community agency to manage
cleanup and redevelopment of the Rayonier site.
Commission President Calhoun explained the Port's process in considering resolutions,
after which Commissioner Schoenfeldt moved to introduce Resolution 08-968:
A Resolution Authorizing the Establishment of an Interlocal Agreement
between the Port of Port Angeles and the City of Port Angeles to
Coordinate Actions Related to Potential Redevelopment of the Harbor
Area and Waterfront Commonly Known as the Former Rayonier Mill Site.
The motion was seconded by Commissioner McEntire and carried unanimously.
Commissioner Schoenfeldt moved to waive the second reading of Resolution 08-968.
Commissioner McEntire seconded the motion, which carried unanimously.
Commissioner Schoenfeldt moved to adopt Resolution 08-968. The motion was .
seconded by Commissioner McEntire and carried unanimously.
Mayor Braun read the Resolution by titled, entitled
RESOLUTION NO. 2-08
A RESOLUTION of the City Council of the City of Port Angeles, Washington,
in support of a cooperative effort with the Port of Port Angeles for the
cleanup and redevelopment of the Port Angeles harbor and the former
Rayonier Mill Site.
Deputy Mayor Wharton moved to pass the Resolution as read by title.
Councilmember Perry seconded the motion, which carried unanimously.
Manager Madsen indicated the City needs to consider an Interlocal Agreement separately,
as it commits the City to work in partnership with the Port. Attorneys Bloor and Oliver
explained the details of the Interlocal Agreement involving purposes, regulatory powers,
and community benefit by joining the statutory authorities to come to a resolution of the
issues identified.
Following brief discussion, Councilmember Perry moved to adopt the Interlocal
Agreement between the City and the Port of Port Angeles for the Preservation and
Enhancement of the Port Angeles Harbor and Waterfront. Councilmember
Williams seconded the motion. Manager Madsen and Attorneys Bloor and Oliver
responded to questions posed by the Council. A vote was taken on the motion, which
carried unanimously.
Manager Madsen indicated the best method for creating the Public Development
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Mayor Braun read the Ordinance by title, entitled
ORDINANCE NO, 3333
AN ORDINANCE creating the Port Angeles Harbor Works Public Development
Authority; authorizing a charter and bylaws therefor; establishing a Board
of Directors to govern the affairs of the PDA; and describing how the PDA
shall conduct its affairs.
Councilmember Perry moved to waive the second reading of the Ordinance
CITY COUNCIL MEETING
May 20, 2008
WORK SESSION:
Authority is through the adoption of an Ordinance, and Attorney Bloor proceeded to
(Cont'd)
describe the purpose of the Ordinance in creating the PDA and authorizing a charter. He
summarized the contents. The Port Commissioners shared their thoughts on the creation
City Cooperation with Port
of the PDA. Commissioner Schoenfeldt moved to nominate Bart Irwin and Jerry
of Port Angeles regarding
Hendricks as the representatives of the Port of Port Angeles to the Board of
the Port Angeles Harbor
Directors of the Public Development Authority. Commissioner McEntire seconded
Resolution No. 2-08
the motion, which carried unanimously.
Ordinance No. 3333
Mayor Braun recessed the meeting for a break at 8:21 p.m. The meeting reconvened at
(Cont'd)
Councilmember Rogers, who has served as the Council's representative to this endeavor,
LATE ITEMS TO BE
introduced those nominated to serve as the City's representatives to the PDA Board of
PLACED ON THIS OR
Directors: Karen McCormick, Howard "Howie" Ruddell, and Orville Campbell.
FUTURE AGENDAS
Discussion was then focused on the Charter under which the Public Development
AND PUBLIC
Authority will operate, and Manager Madsen reviewed the specifics of the Charter,
COMMENT:
emphasizing this effort is for the greater community: He summarized each of the Articles
of the Charter, the make-up of the Board of Directors, and tasks set forth in the document.
Mayor Braun read the Ordinance by title, entitled
ORDINANCE NO, 3333
AN ORDINANCE creating the Port Angeles Harbor Works Public Development
Authority; authorizing a charter and bylaws therefor; establishing a Board
of Directors to govern the affairs of the PDA; and describing how the PDA
shall conduct its affairs.
Councilmember Perry moved to waive the second reading of the Ordinance
Joseph Neves, 1702 Melody Circle, #316, read two letters to the Council on a proposal
to add the old Rixon Garage, 105-107 East Front Street, to the State Heritage Register.
He asked.the Council for a commitment in that regard.
ORDINANCES NOT None.
it REQUIRING PUBLIC
HEARINGS:
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Councilmember Kidd seconded the motion, which carried unanimously.
Councilmember Rogers moved to adopt the Ordinance as read by title. The motion
•
was seconded by Councilmember Williams, and following brief discussion, a vote was
taken on the motion, which carried unanimously.
Members of the City Council and the Port Commission praised the formation of the
Public Development Authority, expressing appreciation to all staff members assisting in
this effort. Feeling the actions taken by the Council and Port Commission have shown
great leadership, they look forward to working together for the greater good. of the
community.
Break
Mayor Braun recessed the meeting for a break at 8:21 p.m. The meeting reconvened at
8:43 p.m.
LATE ITEMS TO BE
There were no late items added to the agenda by staff or the Council.
PLACED ON THIS OR
FUTURE AGENDAS
Harley Oien, 215 Rife Road, Secretary of the Dry Creek Coalition, read a letter to the
AND PUBLIC
Council on the matter of restoring the Dry Creek Watershed, asking the Council to totally
COMMENT:
remove the unlined dump garbage in the Landfill.
Darlene Schanfald, Olympic Environmental Council, P. O. Box 2664, Sequim, addressed
the Council ori the lack of a public process before the formation of the Public
Development Authority.
Joseph Neves, 1702 Melody Circle, #316, read two letters to the Council on a proposal
to add the old Rixon Garage, 105-107 East Front Street, to the State Heritage Register.
He asked.the Council for a commitment in that regard.
ORDINANCES NOT None.
it REQUIRING PUBLIC
HEARINGS:
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6237
CITY COUNCIL MEETING
May 20,2008
RESOLUTIONS
Resolution to Amend
Council's Rules of
Procedure
Resolution No. 3-08
Movement of Items to
Consent Agenda
PUBLIC HEARINGS -
OTHER:
PUBLIC HEARINGS -
QUASI-JUDICIAL:
1. Resolution to Amend Council's Rules of Procedure:
Attorney Bloor presented two versions of Resolutions having to do with a change in the
placement of public comment on the City Council meeting agenda. He noted that Version it
B of the Resolution would add language giving the Mayor the discretion to limit the
subject matter of public comment. Mayor Braun read the Resolution by title, entitled
RESOLUTION NO. 3-08
A RESOLUTION of the City Council of the City of Port Angeles, Washington,
amending Section 8 of the Council's Rules of Procedure, order of
business on the agenda.
Councilmember Williams moved to pass the Resolution (Version B) as read by title.
The motion was seconded by Councilmember Di Guilio. Discussion followed on the
merits of limiting the subject matter, and a vote was taken on the motion, with
Councilmember Williams.voting in favor of the motion, and the remaining members
of Council voting in opposition. The motion, therefore, failed.
Councilmember Perry moved to pass the Resolution (Version A) 'as read by title.
Deputy Mayor Wharton seconded the motion, which carried 6 - 1, with
Councilmember Kidd voting in opposition.
Movement of Items to Consent Agenda:
Manager Madsen broached the subject of moving certain agenda items to the Consent
Agenda. Deputy Mayor Wharton moved to consider Agenda Items F.1., G.2., J.1.,
J.2., and J.3. as part of the Consent Agenda. Councilmember Kidd seconded the
motion, which carried unanimously. •
None.
None.
FINANCE: All Finance items were moved to the Consent Agenda.
CONSENT AGENDA: Councilmember Williams moved to accept the Consent Agenda, to include: (1) City
Council Minutes dated May 6, 2008; (2) ' Special City Council Minutes dated May 13,
2008; (3) Expenditure Approval List from 4/26/08 to 5/9/08' for $1,905,156.56; (4)
Power Pole Replacement Contract, Project WF -68680/1; (5) PA Forward Appointments
and Reappointments; (6) Authorization to go to Bid for Firefighting Ensembles — Grant
Funds Received; (7) 2008 TIP & CFP Resolution to set Public Hearing - Resolution No.
4-08; (8) Bonneville Power Administration (BPA) Delegation Agreement; (9) Remote
Substation Monitoring System, Project CL -03 07; (10) Compact Fluorescent Light (CFL)
Promotion Agreement Amendment; and (11) Approval of Services Contract with
Friendship Diversion Services. The motion was seconded by Deputy Mayor Wharton
and carried unanimously.
OTHER 1. Consideration of Minor Amendments to Comprehensive Plan and Land Use
CONSIDERATIONS: Map:
Consideration of Minor Community & Economic -Development Deputy Director West advised the Council that
Amendments to a first reading of the Ordinance had been conducted at the Council's meeting of May 6,
Comprehensive Plan and 2008, to include proposed amendments to the City's Comprehensive Plan text, Land Use
Land Use Map Map, Urban Growth Area Map, and City Street Map. Mayor Braun conducted the second
Ordinance No. 3334 reading of the Ordinance by title, entitled
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CITY COUNCIL MEETING
May 20, 2008
OTHER
ORDINANCE NO. 3334
CONSIDERATIONS:
(Cont'd)
AN ORDINANCE of the City of Port Angeles, Washington, adopting an
an Updated Comprehensive Plan and Land Use Map.
Consideration of Minor
Amendments to
Deputy Mayor Wharton moved to adopt the Ordinance as read by title, to include
Comprehensive Plan and
the attached Findings 1 -12 and Conclusions A - C. The motion was seconded by
Land Use Map
Councilmember Perry and carried unanimously.
Ordinance No. 3334
(Cont'd)
CITY COUNCIL
Mayor Braun reported on the visit of the Great White Fleet, sharing a plaque that was
COMMITTEE
presented by the Captain of the USS Ohio. Director Cutler assisted in reviewing the
REPORTS:
event.
Discussion was held concerning the policy and disposition of the City -owned property on
Railroad Avenue; Deputy Mayor Wharton felt that the Community & Economic
Development Committee had reached an impasse on the matter. The Real Estate
Committee also addressed the policy and agreed the property should remain as is,
particularly because the City shouldn't be competing with the private sector.
INFORMATION: Director Cutler distributed copies of his presentation regarding the Capital Facilities Plan
EXECUTIVE SESSION: Based on input from Attorney Bloor, Mayor Braun announced the need for an Executive
Session for approximately 15 minutes under the authority of RCW 42.30.110(1)(b),
acquisition of real estate, and RCW 42.30.110(1)(i), to discuss with legal counsel
representing the agency matters relating to potential litigation, with no action to follow.
The Executive Session convened at 9:38 p.m., and at 9:54 p.m., the Executive Session
• was extended for an additional 30 minutes by announcement of the Mayor.
RETURN TO OPEN The Executive Session concluded at 10:23 p.m., and the Council convened in regular
SESSION: open session. No action was taken.
ADJOURNMENT: The meeting was adjourned at 10:23 p.m.
Ss
Gary Braun, Mayor Becky J. Upto Cityerk
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• CHARTER OF THE
PORT ANGELES HARBOR -WORKS
DEVELOPMENT AUTHORITY
ARTICLE I.
NAME
Section 1.01 - Name. The name of this authority shall be the Port Angeles Harbor -Works
Development Authority (hereinafter referred to as the "Authority").
ARTICLE 1I.
AUTHORITY AND LIMIT ON LIABILITY
Section 2.01 - Authority. The Authority is a public authority organized pursuant to RCW
35.21.730-.759, as amended (the "Act") and Ordinance No. 3333 of the City Council of the City of
Port Angeles (the "Ordinance").
Section 2.02.- Limit on Liability. All liabilities incurred by the Authority shall be satisfied
(a) in the case of obligations or liabilities of the Authority which are not limited recourse in nature,
exclusively from the assets, credit, and properties of the Authority, or (b) in the case of obligations or
liabilities.of the Authority which, by their terms, are limited recourse obligations, from such assets,
• properties or revenues of the Authority as shall be specifically pledged thereto or otherwise
identified as being the source of payment of such limited recourse obligations or liabilities, and no
creditor or other person shall have any right of action against or recourse to the City of Port Angeles,
Washington (the "City") or the Port of Port Angeles (the "Port") or their respective assets, credit, or
services, on account of any debts, obligations, liabilities or acts or omissions of the Authority.
•
Section 2.03 - Disclaimer. The following disclaimer shall be posted in a prominent place
where the public may readily see it in the Authority's principal and other offices. It shall also be
printed or stamped on all contracts, bonds, and other documents that may entail any debt or liability
by the Authority:
The Port Angeles Harbor -Works Development Authority is a public authority
organized pursuant to the Ordinance and the laws of the State of Washington, RCW
35.21.730 through RCW 35.21.759. All liabilities incurred by the Authority,
commission, or 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 Angeles or the Port of Port Angeles on account of any debts,
obligations, or liabilities of such public corporation, commission, or authority.
In the case of any obligations or liabilities of the Authority which, by their terms, are limited
recourse in nature, in lieu of.the foregoing disclaimer, the following disclaimer shall be printed or
stamped on all contracts, bonds and other documents relating to or evidencing such limited recourse
obligations or liabilities of the Authority:
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The obligations of the Authority with respect to [describe the contract, bond or
other limited recourse obligation] shall be and remain limited recourse obligations
of the Authority payable solely and only from [describe the'particular properties,
assets or revenues of the Authority from which the limited recourse obligation is
payable]. In no event shall such obligations be payable from or by recourse against
any properties, assets or revenues of the Authority (other than those described in the
proceeding sentence), nor shall such obligations be payable from or by recourse
against any properties, assets or revenues of the City of Port Angeles, Washington,
the Port of Port Angeles, the State of Washington or any other political subdivision
of the State of Washington. No person to whom such obligations are owed shall have
any recourse or right of action against the Authority, the City of Port Angeles,
Washington, the Port of Port Angeles, the State of Washington or any other political
subdivision thereof on account of such obligations or any liabilities, of whatsoever
nature, arising in connection therewith except to enforce for the payment thereof out
of [describe the particular properties, assets or revenues of the Authority from
which the limited recourse obligation is payable].
ARTICLE III.
DURATION
The duration of the Authority shall be perpetual, subject to termination as provided in the
Ordinance.
ARTICLE IV.
PURPOSE
Section 4.01 - Purpose. The purpose of the Authority is to carry out the Project (as defined
below), administer and execute federal grants or programs, receive and administer private funds,
goods or services for any lawful public purpose and perform any lawful public purpose or public
function of a public development authority within the City.
Section 4.02 — The Project. The Project is defined to include, but is not limited to:
(a) undertaking, assisting with, and otherwise facilitating the remediation and redevelopment
of property known as the former Rayonier Mill, currently an underutilized and blighted waterfront
area of the City;
(b) facilitating shoreline and harbor planning; and
(c) evaluating and facilitating planning and methods for remediation of toxic substances or
wood waste in and around the Port Angeles Harbor within the corporate limits of the City.
To carry out this Project, and in addition to any other powers it may possess, the Authority
may acquire, operate and control any real property for the purpose ofremediation and redevelopment
of blighted property; acquire, manage, and resell real property (or interests therein); renovate,
—2— •
41•
• remediate or redevelop of real property; enter into agreements with governmental and other entities
for the redevelopment of real property; secure financing for the foregoing; and otherwise undertake
and accomplish all activities necessary or convenient for the development, operation and
implementation of the Project. To the extent that such activities require the exercise of powers
delegated to the authority under chapter 35.81 RCW (the "Community Renewal Law"), all such
activities shall be consistent with the community renewal plan approved by the City pursuant to
RCW 35.81.060.
•
The Project is an essential governmental function to be carried out on behalf of the City of
Port Angeles.
Consistent with applicable law and utilizing all lawful means, the Authority shall work to
facilitate and maximize private sector participation in such projects. As desirable and appropriate,
the Authority shall serve as a vehicle to undertake or assist with the establishment, development and
operation and maintenance of cultural institutions and public facilities in or near the property.
For the sole purpose of securing the exemption from Federal income taxation for interest on
obligations of the Authority, the Authority constitutes an authority and instrumentality of the City of
Port Angeles (within the meaning of those terms in regulations of the United States Treasury and
rulings of the Internal Revenue Service prescribed pursuant to Section 103 and Section 145 of the
Internal Revenue Code of 1986, as amended).
ARTICLE V.
POWERS
Section 5.01 - Powers. Subject to the Ordinance and the laws of the State of Washington,the
J
Authority shall have the power to:
(a) Own, acquire, dispose of, exchange, sell, purchase, lease, improve, encumber
(including granting deeds of trust), use, or transfer real or personal property or any interest therein;
grant or acquire options on real and personal property; and contract regarding the income or receipts
from real 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 and the United States or any agency or department thereof.
(c) Sue and be sued in its corporate name.
(d) Lend its funds, property, credit or services for Authority purposes, or act as a surety
or guarantor for Authority purposes, borrow money, issue negotiable bonds, notes and other
evidence of indebtedness in conformity with applicable provisions of the Uniform Commercial Code
and State law, in such principal amounts, with such covenants, interest rates, maturities and options
of redemption as in the discretion of the Authority Board of Directors shall be necessary or
appropriate to provide sufficient funds for achieving any Authority purposes or to secure financial
assistance from the United States or other sources for Authority projects and activities.
—3—
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(e) Control the use and disposition of Authority property, assets and credit. •
(f) Invest and reinvest its funds.
(g) 'Contract for and accept gifts or loans of funds or property from the United States, the
State, the City, other corporations, associations, individuals or any other source and to comply with
the terms and conditions thereof not in conflict with this Charter.
(h) Provide advisory, consultative training, educational and community services or advice
to individuals, associations, corporations or governmental agencies, with or without charge.
(i) Donate money, property or services on such terms and conditions, as the Authority
may in its discretion deem advisable to individuals, associations or corporations for Authority
purposes.
0) Fix and collect charges for services rendered or to be rendered and establish the
consideration for property transferred.
(k) Conduct Authority affairs, carry on its operations, use its property as allowed by law,
its charter, and its rules and regulations; and to name Authority officials, agents and employees;
secure the services of consultants for professional services, technical assistance or advice; and
prescribe the duties, qualifications and compensation therefor.
(1) 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 or any agency or
department thereof, or any other program or project, whether or not funded with federal funds, which
the Authority is authorized to undertake by Federal or State law, City ordinance, City Council
resolution, by agreement with the City or as may otherwise be authorized by the City.
(m) Exercise any power granted to the Authority under the Ordinance or any other
applicable ordinance, except as expressly limited by the terms of this Charter.
(n) To the extend such powers may be assigned to the Authority by the City, exercise any
and all additional powers available to it pursuant to an appointment by or contract with the City to
act as a community renewal agency under chapter 35.81 RCW.
(o) Exercise any and all additional powers available to it pursuant to lawful contract or
appointment by the Port.
(p) Exercise and enjoy.such additional powers as may be authorized by general law.
Section 5.02 — Indemnification. To the extent permitted by law, the Authority may protect,
defend, hold harmless and indemnify any person who becomes a director, officer, employee or agent
of the Authority, and who is a party or threatened to be made a party to a proceeding by reason
—4 0
—
• related to that person's conduct as a director, officer, employee or agent of the Authority, against
judgments, fines, penalties, settlements and reasonable expenses (including attorney's fees) incurred
by him or her in connection withy such proceeding, if such person acted in good faith and reasonably
believed his or her conduct to be in the Authority's best interests and if, in the case of any criminal
proceedings, he or she had no reasonable cause to believe his or her conduct was unlawful. The
indemnification and protection provided herein shall be not deemed exclusive of any other rights to
which a person may be entitled as a matter of law or by contract or by vote of the Board of Directors.
The Authority may purchase and maintain appropriate insurance for any person or occurrence to the
extent provided by the applicable law.
ARTICLE VI.
LIMITS ON AUTHORITY POWERS
Section 6.01 No part of the net earnings of the Authority shall inure to the benefit of, or be
distributable to Directors or officers of the Authority or other private persons, except that the
Authority is authorized and empowered to:
(a) Reimburse Directors or officers in a reasonable amount for services rendered, and
reimburse reasonable expenses actually incurred in performing their duties;
(b) To the extent consistent with chapter 42.23 RCW, permit benefits to flow to
Authority officials solely to the extent that such officials are members of a general class of persons to
be assisted or benefited by a project or activity of an approved program to the same extent as other
• members of the class and as long as no special privileges or treatment accrue to such Authority
official by reason of his or her status or position in the Authority;
:7
(d) Sell assets for such consideration (and only consistent with RCW 35.21.747, as it may
be amended from time to time), and charge such fees for services as determined by the Authority
Board to be in its best interests consistent with its purpose. In general, consideration must be greater
than or equal to the reasonable market value or acquisition cost or the expense of providing the
service. However, such gains or increments secured in financing must be applied to or expended
solely upon community services, projects and activities consistent with the purpose of the Authority.
Section 6.02 No part of the activities of the Authority shall include the carrying on of
propaganda, or otherwise attempting to influence legislation, and the Authority shall not participate
in, or intervene in (including by the publishing or distribution of statements) any political campaign
on behalf of any candidate for public office.
Section 6.03 The Authority shall have no power of eminent domain nor any power to levy
taxes or special assessments, except to the extent that it is delegated the authority to create local
improvement districts within a community renewal area, pursuant to chapter 35.81 RCW.
Section 6.04 The Authority may not incur. or create any liability that permits recourse by
any contracting party or members of the public to any assets, services, resources or credit of the City
of Port Angeles, the Port of Port Angeles, the State of Washington or any other political subdivision.
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Section 6.05 Notwithstanding any other provision of this Charter, the PDA shall not
transfer any property received from City except after complying with 35.21.747, or any successor
statute.
Section 6.06 Notwithstanding any other provision of this Charter, the City at all times shall
have the right to control and oversee the operation and funds of the Authority in order to correct any
deficiency and to assure that the purposes of each program undertaken by the Authority are
reasonably accomplished.
ARTICLE VII.
BOARD
Section 7.01 - Board Composition. Management of all Authority affairs shall reside in the
Board. The Board shall be composed of five members, who shall be appointed by the City Council
of Port Angeles following nomination in accordance with the following process:
(a) Two of the Board Members shall be nominated directly by the City Council.
(b) Candidates for two other seats on the Board shall be nominated by the Port
Commission of the Port of Port Angeles, which shall provide written notice of its nominees to the
City Council. The City Council shall then approve or rej ect such nominees. If a proposed nominee
is rejected, the City shall promptly so notify the Port and the Port shall forthwith propose another
nominee for the Board position. This process shall continue until the City Council approves a
nominee from the Port to fill two positions on the Board.
(c) The four board members so appointed shall then meet and propose nominees for the
fifth position on the Board. The nominee shall be determined by majority vote of the four Board
members previously selected and his or her name shall be submitted in writing to the City Council
for consideration and approval. If the City Council approves the nominee by majority vote, Board
selection shall be deemed complete. If the nominee is rejected, the City shall promptly so notify the
four Board members and the four Board members shall proceed in the same fashion to propose an
alternative nominee, until a nominee is approved by the City Council. The fifth Board member (the
individual nominated by the four Board members initially seated) shall serve as President of the
Board.
Section 7.02 - Terms of Office. The terms of office of the initially appointed members of the
Board shall commence on the effective date of this Charter and shall be staggered as follows:
(a) Group I. One member for an initial two-year term;
(b) Group II. Two members, including one nominated by the City and one by the
Port, for initial three-year terms; and
(c) Group III. Two members, including one nominated by he City and one by the
Port, for initial four-year terms.
0-
0
• 7.02. 1. In making the appointments of the initial board members, the City Council
shall designate which members are assigned to the three groups identified in subsection 6.02.1 above
for purposes of determining the length of terms of such initial board members.
7.02.2 Except for the initial members of the board, each member shall be appointed
to serve for a four year term.. Each member shall continue to serve until his or her successor has
been appointed and qualified unless removed pursuant to Section 7.04 of this Charter.
7.02.3 Terms shall expire at the end of the day prior to the anniversary of the
effective date of the Charter of the year in which the respective group is scheduled to terminate.
New appointees or reappointees shall be processed in the manner provided herein.
7.02.4 Members shall be civic or business leaders with experience relevant to the
purpose of the Authority in such fields as finance, real estate development, law, brownfield
redevelopment, or construction management. No member of the Authority Board of Directors shall
hold any elected public office during his or her term on the Board or be an official or employee of
the City or of the Port.
Section 7.03 - Consecutive Absences. Any Board member who is absent for three (3)
consecutive regular meetings without excuse may, by resolution duly adopted by a majority vote of
the. whole Board, be deemed to have forfeited his or her position as Board member and he or she
shall be removed and replaced as described in Section 7.04.
Section 7.04 - Removal of Board Members. The City Council may by resolution remove
any or all Board members with or without cause, and the City Council shall proceed as soon as
practicable to select and qualify an appropriate replacement. Appointees originally nominated -by the
Port of Port Angeles shall be replaced only by persons nominated in the same fashion. Any
appointee originally nominated by the four Board members initially designated by the Port or the
City shall be replaced only by persons nominated by the four Board members or their successors in
the same fashion as set forth in Section 7.01 above. The term of any Board member removed
pursuant to this section shall expire when the member receives a copy of the resolution removing
him or her and a letter signed by the Mayor advising him or her that he or she has been removed
pursuant to this section.
Section 7.05 - Actions Requiring 80% Su_permajority Approval of Board. Board approval as
to the following matters must be obtained at any regular or special Board meeting by an affirmative
vote of at least 80% of the Board members (i.e. four out of five):
(a) Conveyance of an interest in real estate, other than a release of a lien or satisfaction of
a mortgage after payment has been received, or the execution of a lease for a term greater than one
(1) year;
(b) Selection of the Executive Director of the Authority, or the termination of same;
(c) Proposal of amendments to this Charter, or the amendment of the Bylaws of the
Authority;
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(d) Approval of any proposed binding site plan or binding redevelopment plan for the •
property of the Authority, or property under its control;
(e) Approval of any agreed order or consent decree pertaining to the remediation of the
Rayonier Mill property or the harbor;
(f) For any of the following actions in which the amount in question is in excess of One
Hundred Thousand Dollars ($100,000.00): contracting of debt, issuance of debenture notes or bonds,
and the mortgaging or pledging of Authority assets to secure the same consistent with RCW
35.21.735, as it may be amended from time to time.
(g) In all transactions in which consideration provided or received by the Authority
exceeds One Hundred Thousand Dollars ($100,000.00), the performance by the Authority shall
extend over a period of one (1) year from the date of execution of an agreement therefor, or where
the Authority assumes duties or obligations of the City of Port Angeles, the Port of Port Angeles, the
State of Washington or the United States;
As to any other matters requiring Board approval, such approval shall be obtained at any regular or
special Board meeting by an affirmative vote of not less than three Board members.
Section 7.06 —Quorum. A quorum to commence a Board meeting shall be no fewer than four
members. The Bylaws of the Authority may prescribe Board quorum restrictions that equal or
exceed the quorum restrictions imposed in this Section. Board members present at a duly convened •
meeting may continue to transact business notwithstanding the departure of enough members to
leave less than a quorum. Less than a quorum of members in attendance at duly convened meeting
may adjourn the meeting and reconvene it within forty-eight (48) hours of the adjourned meeting
without further notice.
ARTICLE VIII.
OFFICERS OF AUTHORITY
Section 8.01 - Tenure of Officers. The Board members shall annually elect from among
themselves the following Authority officers: Treasurer and Secretary. The President (who, in
accordance with Section 7.01, shall be the Board member who was appointed after nomination by
concurrence of the other four Board members) and the Secretary may not be the same person. The
term of any officer shall expire at such time as such officer's membership on the Board ceases or
terminates, or at such sooner time as the term of office expires and the office has been filled by
appointment or reappointment. The Authority may adopt by-laws providing for additional officers,
and, to the extent not inconsistent with this Charter, may adopt bylaws governing the corporate
offices and tenure of officers; the number of positions, powers and duties, and term of each corporate
office; the manner of appointment, selection, or election of office holders and the appointing,
selection, or electing authority; performance of duties of the office upon illness, death, incapacity, or
absence of the corporate officer; the filling of vacancies; and any qualification for the office and
conditions upon exercising its powers.
•
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• duties: Section 8.02 - Duties of Officers. The officers of the Authority shall have the following
(a) President. The President shall lead and conduct the meetings of the Authority Board
of Directors. On matters decided by the Authority, unless otherwise required under Title 4 of the
Port Angeles Municipal Code or by this Charter, the signature of the President alone is sufficient to
bind the corporation. The President shall be the agent of the Authority for service of process; the
Bylaws may designate additional corporate officials as agents to receive or initiate process.
(b) Treasurer. The Treasurer shall receive and faithfully keep all funds of the Authority
and deposit same in such bank or banks as may be designated by the Authority Board of Directors.
The Treasurer shall discharge such other duties as prescribed by the Authority Board of Directors.
Before taking office, the Treasurer shall file a bond in an amount determined by the Authority with
the Secretary of the Authority and shall continue in office only so long as such bond continues in
effect.
(c) Secretary. The Secretary shall keep or authorize others to keep a full and complete
record of the meetings of the Authority Board of Directors, committees, when acting on behalf of the
Board, and to the extent they are separate, the meetings of the officers with appropriate minutes;
shall keep the seal of the Authority and affix the same to such papers and such instruments as may be
required in the regular course of business, shall make service of such notices as may be necessary or
proper, shall supervise the keeping of the books and other records and ledgers and other written
documents comprising the business and purpose of the Authority, and shall discharge such other
• duties as pertain to the office as prescribed by the Authority Board of Directors.
Section 8.03 - Executive Director. The Board shall appoint and employ an Executive
Director of the Authority, who shall be responsible for the administration of the affairs of the
Authority.
8.03.01. The Executive Director is authorized to:
(a) Serve as an officer of the Authority and provide general supervision, direction, and
control of the business and affairs of the Authority;
(b) Supervise and be responsible for the effective management of the affairs of the
Authority;
(c) Employ such other personnel as the Executive Director determines to be needed from
time to time to carry out the purpose of the Authority;
(d) Sign documents and contracts on behalf of the Authority; and
(e) On behalf of the Authority, enter into contracts, leases, and transactions and contract
debt in amounts not to exceed one hundred thousand dollars (S 100,000.00).
(f) Perform such other duties as delegated or assigned by the Board.
•
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The Board of Directors of the Authority may delegate to the Executive Director from time to
time, by resolution, such duties, responsibility and authority, as the Board may deem appropriate.
8.03.02. The Executive Director shall:
(a) Attend all meetings of the Board and serve as an ex officio member of the Board.
(b) Assure that all agreements and programs of the Authority are faithfully executed;
(c) Recommend for adoption by the Board such actions as he may deem necessary or
expedient;
(d) Prepare and submit to the Board such reports as may be required by that body or as he
may deem it advisable to submit;
(e) Keep the Board fully advised of the financial condition of the Authority and its future
needs;
(f) Prepare and submit to the Board a proposed budget for the fiscal year, and -to be
responsible for its administration upon adoption;
(g) Perform such other duties as the Board.
Section 8.04 - Incapacity of Officers. In the event the President is unable to perfoL n the •
duties of the office due to illness, death, or other incapacity, the Executive Director, and if he or she
is unavailable then the Treasurer, of the Authority is authorized to perform such duties without
further authorization. If the Secretary is incapacitated, the Treasurer is authorized to perform such
duties without further authorization. If the Treasurer is incapacitated, the Secretary shall be
authorized to perform such duties without further authorization. If the Executive Director is
incapacitated, the President, and if he or she is unavailable then the Secretary, is authorized to
perform such duties without further authorization. The Secretary is not authorized to perform the
duties of the President, nor is the President authorized to perform the duties of the Secretary.
Section 8.05 - Administration. The Executive Director may appoint, designate, or employ
(and remove) such additional personnel as may be necessary to assist in carrying out the activities of
and administration of the affairs of the Authority, as may be authorized from time to time by
resolution of the Board.
ARTICLE IX.
MEETINGS
Section 9.01 - Board Meetings.
(a) The Board shall meet as necessary but not less than four (4) times a year.
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• (b) Special meetings of the Board may be called as provided in the Bylaws.
•
Section 9.02 - Parliamentary Authority. The rules of Robert's Rules of Order (revised) shall
govern the Authority in all cases to which they are applicable, where they are not inconsistent with
the Charter or with the special rules or order of the Authority set forth in the Bylaws.
ARTICLE X.
RVI.AWS
Within 30 days of the initial seating of the five -member Board of Directors of the Authority,
the Board shall adopt initial Bylaws for the organization. The initial Bylaws may be amended by the
Board to provide additional or different rules governing the Authority and its activities as are not
inconsistent with this Charter. The Board may provide in the Bylaws for all matters related to the
governance of the Authority, including but not limited to matters referred to elsewhere in the Charter
for inclusion therein.
ARTICLE XI.
AMENDMENTS TO CHARTER AND BYLAWS
Section 11.01 - Proposals to Amend Charter and Bylaws.
(a) Proposals to amend the Charter or Bylaws shall be presented in a format that strikes
over material to be deleted and underlines new material.
(b) Any Board member may introduce a proposed amendment to the Charter or to the
Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting of
which ten (10) days' advance notice has been given to members of the Board.
Section 11.02 - Board Consideration of Proposed Amendments. If notice of a proposed
amendment to the Charter or to the Bylaws, and information, including the text of the proposed
amendment and a statement of its purpose and effect, is provided to members of the Board ten (10)
days prior to any regular Board meeting or any special meeting of which fifteen (15) days' advance
notice has been given, then the Board may vote on the proposed amendment at the same meeting as
the one at which the amendment is introduced. If such notice and information is not so provided, the
Board may not vote on the proposed amendment until the next regular Board meeting or special
meeting of which fifteen (15) days' advance notice has been given and at least ten (10) days prior to
which meeting such notice and information is provided to Board members. Gennane amendments to
the proposed amendment within the scope of the original amendment will be permitted at the
meeting at which the vote is taken.
Section 11.03 - Vote Required for Amendments to Charter or Bylaws. Resolutions of the
Board recommending to the City Council proposed amendments to the Charter or approving
amendments to the Bylaws require an affirmative vote of at least 80% of the Board members.
Section 11.04 - City Council Approval of Proposed Charter Amendments. Proposed Charter
amendments adopted by the Board shall be submitted to the City Council for approval. The
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Authority's Charter may be amended anly by ordinance as provided in the Ordinance. 0
ARTICLE XII.
COMMENCEMENT
The Authority shall commence its existence effective upon the issuance of its Charter as
attested by the City Clerk and the holding of the initial board meeting.
Article XIII.
AUDITS, DISSOLUTION, OPERATIONS AND NONEXCLUSIVE CHARTER
Section 13.01 - Audits and Dissolution. In accordance with the City's responsibility under
RCW 35.21.745 (as it may be amended from time to time) to retain oversight of the affairs of the
Authority, the Authority shall submit to the City on or before March 31 of each year a report of its
activities for the preceding calendar year, which report shall include a complete financial statement
setting forth its assets, liabilities, income and operating expenses as of the end of such calendar year
as well as such other reports required by applicable state and federal laws, applicable ordinances and
by the City Council. Dissolution of the Authority shall be in the form and manner required by state
law, City ordinance, and the Bylaws. At the time of filing the report, the Authority shall publish in a
legal newspaper in the City a notice to the effect that such report has been filed with the City and that
the report is available for inspection during business hours in the office of the clerk of the City and in
the office of the Authority.
Upon dissolution of the Authority and the winding up of its affairs, title to all rem- ining •
property or assets of the Authority shall vest in the City of Port Angeles, subject to dispositiort tinder
the Interlocal Agreement, dated May OU_, 2008, by and between the City and the Port c Port
Angeles, in proportion to their contributions to the PDA, for use for public purposes.
Section 13.02 - Operations. The Authority shall establish by resolution approved by the City
manager and Finance Director procedures for the receipt, payment and investment of Authority
funds. Such procedures may be amended by Authority resolution, subject to the approval of the City
Manager and Finance Director.
Section 13.03 - Nonexclusive Charter. This Charter is nonexclusive and does not preclude
the granting by the City of other charters to establish additional public corporations under authority
of the Port Angeles Municipal Code or state law.
ARTICLE XIV.
CONSTITUENCY
There shall be no constituency of the Authority.
ARTICLE XV.
MISCELLANEOUS
Section 15.1 - Geographic Limitation. The Authority may conduct activities outside the City
of Port Angeles upon determination by the Authority Board of Directors and the City Council that
each such activity will further the purposes of the Authority, subject, however, to the applicable
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• limitations set forth in RCW 35.21.740, as it may be amended from time to time.
Section 15.2 - Public Records. The public shall have access to records and information of the
Authority to the extent as may be required by RCW 35.21.759 and Ch. 42.56 RCW, as amended
from time to time. To the extent that a public record contains private or protected information
belonging to a private party, the Authority shall use its best efforts to contact the private party so that
the private party may assert any defense to disclosure available to it.
Section 15.3 - Public Meetings. Meetings of the Authority shall be open to the public as
required by state law and any special meetings shall be called and held in accordance with RCW
35.21.759 and Ch. 42.30 RCW, as amended from time to time. The City Manager or his or her
designee; members of the City Council of the City of Port Angeles; and members of the Board of
Commissioners of the Port are entitled to appear in person or by representative and speak at any
meeting of the Authority called and held pursuant to law, regardless of whether public comment is .
scheduled at such meeting. An opportunity for public comment shall be provided at any regular
meeting of the Authority.
Notice of meetings and proposed agendas shall be transmitted to the City Manager or his or
her designee. The books and records of the Authority and agreements or contracts entered into by
the Authority shall be available for inspection by the City Manager or his or her designee or other
authorized official of the City of Port Angeles and the Executive Director or his or her designee or
other authorized official of the Port of Port Angeles, and such documents shall be open for inspection
by the public to the extent required by applicable laws, or as may be directed by the City Manger or
• his or her designee of the City of Port Angeles.
ARTICLE XVI.
APPROVAL OF CHARTER
ORIGINAL CHARTER APPROVED by Ordinance 3333 adopted by the Port Angeles City
Council on May 20, 2008.
Certificate
I, the undersigned, City Clerk of the City of Port Angeles, Washington, DO HEREBY
CERTIFY that the CHARTER OF THE PORT ANGELES HARBOR -WORKS DEVELOPMENT
AUTHORITY is a true and correct original of that charter as authorized by Ordinance 3333 of the
City of Port Angeles.
IN WITNESS WHEREOF, I have set my hand and affixed the official seal of the City of Port
Angeles this &day of
Becky J. UP14n, qy Cler
City of Port Angeles
G:\LEGAL\Ravoniei• Rayonier.PDA Charter 5-20-08 final.DOC
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PORT
•OF PORT ANGELES
W A S H I N G T O N
•
May 20, 2008
The Honorable Mayor Gary Braun
City of Port Angeles
321 E. Fifth Street
Port Angeles, WA 98362
Re: Port Angeles Harbor Works Development Authority
Board Nominations
Dear Mayor Braun:
On behalf of the Port of Port Angeles Board of Commissioners, and pursuant to Article
VII, section 7.02 of the Charter, the Port nominates the following persons to the Port
Angles Harbor -Works Development Authority Board of Directors:
Mr. Bart Irwin
Mr. Jerry Hendricks
Sincerely,
John M. Calhoun
Commission President
338 West First Street (360) 457-8527
P.O. Box 1350 Fax: (360) 452-3959
Port Angeles, WA 98362 info@PortofPa.com
COMMISSIONERS
John M. Calhoun
Jim McEntire
George H. Schoenfeldt
EXECUTIVE J� ECTOR
Robert E. Ch s y
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SPECIAL COMMISSION MEETING MINUTES
Joint Port of Port Angeles/City of Port Angeles
May 20, 2008
6:00 P.M.
PRESENT: Port of Port Angeles
John Calhoun, President
George Schoenfeldt, Vice President
Jim McEntire, Secretary
Robert McChesney, Exec. Dir.
William James, Finance Director
Jeffery Robb, Dir. Aviation/Marinas
Jerry Demetriff, Public Works Mgr.
Stephen Oliver, Port Attorney
PRESENT: City of Port Angeles
Mayor Braun, Deputy Mayor Wharton,
City Council Members: Di Guilio, Kidd, Perry, Rogers and Williams
CITY STAFF:
Manager Madsen
D. McKeen
Attorney Bloor
Y. Ziomkowski
Cleric Upton
S. Roberds
G. Cutler
N. West
T. Gallagher
T. Pierce
I. CALL TO ORDER
Mayor Braun called to order the Special Joint Meeting with the Port of Port Angeles
and the City of Port Angeles at 6:00 p.m.
ll. PLEDGE OF ALLEGIANCE
Port Commission President John Calhoun led the Pledge of Allegiance to the Flag.
III. PORT ANGELES HARBOR WORKS DEVELOPMENT AUTHORITY (PDA)
WORK SESSION
City Manager Madsen opened the work session by discussing the history and closure
of the Rayonier Mill and meetings with the Department of Ecology and Rayonier for cleanup,
restoration and redevelopment. With the development of the Public Development Authority
(PDA), he said the Port and City are working in close cooperation with the Washington State
Department of Ecology and Rayonier to solve a community challenge through stewardship
for the benefit of the entire community.
Executive Director McChesney provided background of the PDA, a cooperative
venture between the City and the Port to form a new community agency to manage cleanup
and redevelopment of the Rayonier site.
IV. RESOLUTION 08-968 — INTERLOCAL AGREEMENT AND CHARTER
Commissioner Calhoun explained the process in considering resolutions.
Commissioner Schoenfeldt moved to introduce Resolution 08-966, a Resolution
Authorizing the Establishment of an Interlocal Agreement between the Port of Port
Angeles and the City of Port Angeles to Coordinate Actions Related to Potential
Redevleopment of the Harbor Area and Waterfront Commonly Known as the Former
Rayonier Mill Site.
Commissioner Schoenfeldt moved to waive the second reading of Resolution
08-968. Commissioner McEntire seconded the motion. The motion passed
unanimously.
Commissioner Schoenfeldt moved to adopt Resolution 08-968. The motion was
seconded by Commissioner McEntire. The motion passed unanimously.
5/20/08 POPA Special Commission Meeting
® 0
V. Mayor Braun read City Resolution No. 2-08, "A Resolution of the City Council of
the City of Port Angeles, Washington, in support of a cooperative effort with the Port of
Port Angeles for the cleanup and redevelopment of the Port Angeles harbor and the
former Rayonier Mill Site".
Deputy Mayor Wharton moved to pass City Resolution No. 2-08 as read by title.
Councilmember Perry seconded the motion which carried unanimously.
Councilmember Perry moved to adopt the Interlocal Agreement between the City
and the Port of Port Angeles for the Preservation and Enhancement of the Port
Angeles Harbor and Waterfront. The motion passed unanimously.
VI. NOMINATION OF PORT BOARD MEMBERS TO THE PDA
Manager Madsen indicated the best method for creating the Public Development
Authority is through adoption of an Ordinance. The purpose of the Ordinance and authorizing
a charter was described. The Ordinance establishes the need for a Board of Directors and
the nominees were introduced.
Commissioner Schoenfeldt moved to nominate Bart Irwin and Jerry Hendricks
as the representatives of the Port of Port Angeles to the Board of Directors of the
Public Development Authority. Commissioner McEntire seconded the motion. The
motion passed unanimously.
The City accepted the Port's nominees to be the representatives to the Board of
Directors for the Public Development Authority. Councilmember Rogers introduced the City's
representatives to the PDA Board of Directors: Karen McCormick, Howard "Howie" Ruddell
and Orville Campbell. She stated the selection of both the Port and City representatives was
a collaborative effort.
VII. ACCEPTANCE OF ORDINANCE NO. 3333
Manager Madsen indicated the City needs to consider an Interlocal Agreement
separately, as it commits the City to work in partnership with the Port. Attorneys Bloor and
Oliver explained the details and discussion followed.
Mayor Braun read City Ordinance No. 3333; "An ordinance creating the Port
I: Angeles Harbor Works Public Development Authority; authorizing a charter and
bylaws therefore; establishing a Board of Directors to govern the affairs of the PDA;
and describing how the PDA shall conduct its affairs".
Councilmember Perry moved to waive the second reading of the City Ordinance.
Councilmember Kidd seconded the motion, which carried unanimously.
Councilmember Rogers moved to adopt the City Ordinance as read by title. The
I. motion was seconded by Councilmember Williams. The motion carried unanimously. The Port Commission and City Council expressed their appreciation for the work
involved in the formation of the PDA and stated they are looking forward to working together
for the greater good of the community.
Vlll. ADJOURN
The Joint Meeting was adjourned at 8:21 p.m.
PORT OF PORT ANGELES
BOARD OF COMMISSIONERS
W w.
Jq#n M. Calhoun, President
t>w:
5/20/08 DOPA Special Commission Meeting 2 A - 79
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Harbor Works PDA
Created May 20, 2008
What Led Up to Its Creation
Background and Context
Many Ideas,
Alternatives, and
Options Were Considered
CSA No Attempt to Discuss or Even Mention All
@ This is the Path Followed
1
Goals
® 3 Parallel, but Separate, Goals:
CSO Project -- Tank on Rayonier Site
0 Harbor Planning
m Assist in Remediation and Redevelopment of
Rayonier Mill Site
First Goal: cso Project
e City Needs the Tank for Its CSO Project
Combined Sewer Overflows
2
Regulatory Background
eD CSOs Are Regulated Under The
WWTP's NPDES Permit — Since 1991
Updated CSO Plan In Sept. 2006 — 2
Suites Of Projects Total $32-42M
e Agreed Order In Oct. 2006
0
Two Options to Deal With CSOs
t Disconnect sources of stormwater
"inflows" into the sewer system
2. Increase capacity of collection system
& convey to WWTP
lrw After completing Pilot Project in 2004,
City decided to go w/#2
How to Increase Capacity?
Preferred Engineering Solution =
" Rayonier Tank +
° Rights of Way across Rayonier Property +
" Associated Property
on
First Suite of CSO Projects
Projects, w/estimated Construction costs:
Force Mains, Oak St. to WWI/TP
Francis St. Park diversion
Storage Tank modifications
Flow diversion facility, pump
station & WWTP modifications
Bridge over Ennis Creek
Total $16.9M
CSOs - The Tank
Discussions with Rayonier
0 2004-
* Object: City to Purchase the Tank
M Result: No Agreement to Purchase
o So, How to Acquire the Tank?
7
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3 Parallel, but Separate, Goals:
I CSO Project -- Rayonier Site
0 Harbor Planning
Assist in Remediation and Redevelopment of
Rayonier Mill Site
Second Goal - Harbor Planning
o 2005 — DNR Review of 1989 Harbor
Management Plan
DNR leads with City as participant
October 2005 Community Forum
° Community expresses need for review of
harbor plan
Z
Second Goal - Harbor Planning
2006 - Department of Natural
Resources Requests City to be Lead
® DNR indicates no resources to continue lead
® Aquatic Lands Steward visit
* DNR Presentation to PA Forward
® Mar., 2007 DNR Presentation, Council Agrees
to take Harbor Management Plan Lead
3 Parallel, but Separate, Goals:
0 CSO Project -- Rayonier Site
° Harbor Planning
® Assist in Remediation and Redevelopment of
Rayonier Mill Site
10
Third Goal:
Remediation and Redevelopment of
Rayonier Mill Site in coordination with
harbor planning effort
Third Goal
r, Mill Closed — 1997
o Cleanup Process
® 2000 - -State DOE Assumed Regulation of
the Cleanup Effort
* Actual Progress on Cleanup -- Slow
11
Third Goal
m Narrow focus on site contamination and
cleanup
Six Step Process
RI Upland
® RI Marine
Risk Assessment
Feasibility Study
® Cleanup Action Plan
® Actual Cleanup
Third Goal
Dec., 2005 — City and Rayonier First
Discuss Assistance
® City Might be Able to Assist in Remediation
and Redevelopment of Rayonier Mill Site
In Exchange for Assistance, Rayonier Will
Convey Tank to City Without $$$$
Compensation
12
Third Goal
e Aug., 2006 —
• Rayonier Says, No.
• City Replies That it Still Needs the Tank.
Third Goal
a Paradigm Shift
Community Up vs. Top Down approach
Feb., 2007 — DOE Transfers Regulation of the
Rayonier Site to Toxics Cleanup Program
DOE Encourages the City to Assess
Community Goals and Agenda re Rayonier
Site and re Harbor
DOE Offers Cooperative Relationship and
Funding
13
Third Goal
Phase I Rayonier Reuse and Planning
° Mar., 2007 — Interlocal Agreement
Stakeholder meetings
® Oct 2007 — Public Meetings/Visioning
• Consensus vision developed
• Comments incorporated in summary report
• Additional public involvement
Third Goal
a) Phase I Rayonier Reuse and Planning
® Feb 2008 — Phase I Report
• Concept Plan
* Critical Path Analysis
14
3 Parallel, but separate, Goals:
0 CSO Project -- Acquire the Tank
11 Harbor Planning
Assist in Remediation and Redevelopment of
Rayonier Mill Site
Parallel Goals Combined
o By Late 2007 -
Rayonier Resumes Discussions with City
About Rayonier Site Cleanup
In Exchange for its Assistance, City gets
Immediate Rights to the Tank.
City Council Authorized City Staff to Take
Lead in New Harbor Plan
15
Parallel Goals Combined
a Oct., 2007 — March, 2008
® Refinements and Revisions to the Dec., 2005
Concept — How the City Might Assist in
Cleanup
Key — Exercise of "Community Renewal"
Authority
Parallel Goals Combined
* Community Renewal Authority can be
Exercised by:
• City Council
• A New Department Created by the City
Council
�APDA
* As of March, 2008, No Choice As to
Which to Employ
16
Parallel Goals Combined
March 2008 Concept To
Assist Clean Up And Redevelopment Of
The Rayonier Site.
Based on the Bellingham Bay Model.
Exercise of "Community Renewal"
Authority
e And Acquire the Tank at No Cost
Parallel Goals Combined
Outline of Terms
a Real Estate Purchase and Sale Agreement
Three Stages
Due Diligence and Tank
Financial
11 Implementation
Parallel Goals Combined
Stage I - Tank
The CSO Project Has Its Own Time Line
And City Must Keep Moving Forward With It.
Rayonier Conveys The Cso Property To City
Immediately Upon Signing The Agreement
Parallel Goals Combined
Stage I - Feasibility
City Secures A Prospective Purchaser
Agreement With DOE.
* Grant The City The Right To Do Investigations
For Enviro Due Diligence And Market Analysis.
® Rayonier Retains All Liabilities.
0 At End Of Phase I, City Has An Out.
IN
Parallel Goals Combined
Stage II - Financial
® Parties Will Agree On Estimate Of Clean Up
Costs.
Rayonier Will Pay Estimated Clean Up Cost,
Less Amounts From Other Sources For
Clean Up Purposes.
Rayonier Will Pay Premium For Enviro
Clean Up Cost -cap Insurance.
0 City Has An Out.
Parallel Goals Combined
Stage III - Implementation
0 The City May Direct Rayonier To Transfer Title
To All Or A Portion Of The Property
To The City Or To The City's Assignee.
City Has Right To Make Commitment With
Redeveloper
In
Parallel Goals Combined
* Acquire Tank
* Continue Harbor -Wide Planning
Speed Up Pace of Cleanup w/o
Reducing Quality of Cleanup
No Cost to City
No Liability to City
Parallel Goals Combined
Community Renewal Authority can be
Exercised by:
* City Council
* A New Department Created by the City
Council
A PDA
As of March, 2008, No Choice As to
Which to Employ
20
Parallel Goals Combined
@ April, 2008 —
1, Port Offers to Join with the City
• Port Would. Bring Additional Statutory Authorities
• And Additional Funding Sources
o Addition of Port Resulted in the Selection
of PDA as the Vehicle
3 Parallel, but Separate, Goals:
11 CSO Project -- Acquire the Tank
63 Harbor Planning
Assist in Remediation and Redevelopment of
Rayonier Mill Site
21
Harbor Works PDA
o Why May 20 —
' To Meet DOE Deadline for Preparation of
Biennial Budget Proposal
Cardinal Richelieu
Prime Minister of France
1585-1642
If you give me six lines written
by the most honest man, I will find
something in them to hang him.
—Cardinal Richelieu
22
Harbor Works PDA
@ Created May 20, 2008
What Led Up to Its Creation
Background and Context
Harbor Works .; D ,:
e, Conclusion
Through Community Stewardship
Restoration, Protection and Redevelopment
For the Benefit of the Community
23
Harbor Works PDA
® Conclusion
This opportunity will create an innovative and
community-based approach to solving
one of our community's biggest issues...... .
@ Conclusion
..Clean up and redevelopment of the former
mill site and the Port Angeles Harbor...
24