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HomeMy WebLinkAbout5.885 Original Contract 5,885 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 Washmgton 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 Rayomer mill site (the "Rayonier Site") located in Port Angeles, which was closed m 1997. DOE has encouraged participation by the City and the Port in the fmal 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 OftOXIC materials m the marine environment. Depending on the outcome of that investigation, DOE WIll formulate plans and strategies for responding to toxic substances m 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, fmding 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 appropnate measures to remedIate and redevelop the Rayomer Mill property so that it may contrIbute to the economic development and general welfare of the regIOn; 1.3.2 m 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 appropnate governmental and private entItIes. - 1 - 1.4 The Board of Commissioners of the Port of Port Angeles on May 20, 2008, adopted Resolution 08- 968, fmding that it is m the best interest of the Port and its taxpayers to participate wIth the City: 1.4.1 m the implementation of appropriate measures to remedIate and redevelop the Rayomer 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 coordmate those efforts with other appropriate governmental and private entities. 1.5 The PartIes are authonzed 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 coordmate actions related to the potential redevelopment of the Rayomer Site. This is contemplated to include, but not be limIted to: 2.1.1 PartIcipating in meetings with representatives from Rayonier, the Washmgton State Department of Ecology, the Washmgton State Department of Natural Resources, the U.S. EnvIronmental Protection Agency, and other federal, state, local and tribal governmental entities with an interest m 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 fmancial 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 commerciallmdustnal use Implementing, where appropriate, the management authonty 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; - 2 - (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 ofthe 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 ofthe 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 ofthe 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 - 3 - 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 ofthe 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. - 4 - 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 I-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 ofthe 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 ofa different provision of this Agreement. This Agreement may be executed in one or more counterparts and shall be filed consistent with Chapter 39.34 RCW. DA TED 1f~:.i( d I ,2008. THE CITY OF PORT ANGELES, a Washington municipal corporation 5.6 DATED~, 2008. THE PORT OF PORT ANGELES, Clallam County, Washington, a municipal corporation BY~Vt1~~ obert McC esney, Executive DIre tor ATTEST: ..&~~Jjpto~ Becky J. Upt Ci Clerk APprVED AS TO FO~~ V~~ William E. Bloor, City Attorney D AS TO FORMI ATTEST: o ~ ~ S \'( ~ G \l~gdl_ tld:1c JpV,GREr MENTS&CONTRACTS\2008 Agmts&ContractslPort Rayomer Cleanup-Interlocal CooperatIOn Agreement 05: ~08 C~;';\:_I docMay 20, 2008 ..... '. - 5 - 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 II. 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 ofthe City Council ofthe 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 ofthe Authority which are not limited recourse in nature, exclusively from the assets, credit, and properties ofthe 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 ofthe 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: -1- The obligations of the Authority with respect to [describe the contract, bond or other limited recourse obligation] shall be and remain limited recourse obligations ofthe Authority payable solely and only from [describe the particular properties, assets or revenues ofthe 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 ofthe 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 ofthe City of Port Angeles, Washington, the Port of Port Angeles, the State of Washington or any other political subdivision ofthe 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 ofthe 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 ofthe 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 Proiect. 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 ofthe 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 of remediation and redevelopment of blighted property; acquire, manage, and resell real property (or interests therein); renovate, -2- 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 ofthe 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. F or the sole purpose of securing the exemption from Federal income taxation for interest on obligations ofthe Authority, the Authority constitutes an authority and instrumentality ofthe City of Port Angeles (within the meaning of those terms in regulations of the United States Treasury and rulings ofthe Internal Revenue Service prescribed pursuant to Section 103 and Section 145 ofthe Internal Revenue Code of 1986, as amended). ARTICLE V. POWERS Section 5.01 - Powers. Subject to the Ordinance and the laws ofthe State of Washington, the Authority shall have the power to: (a) Own, acquire, dispose of, exchange, sell, purchase, lease, improve, encumber (including granting deeds oftmst), 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- (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. U) 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 ofthe 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. (0) 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 Authonty, and who is a party or threatened to be made a party to a proceeding by reason -4- 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 oflaw or by contract or by vote ofthe 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 ofthe net earnings ofthe 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; (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 ofthe City of Port Angeles, the Port of Port Angeles, the State of Washington or any other political subdivision. -5- 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 ofthis Charter, the City at all times shall have the right to control and oversee the operation and funds ofthe 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 reject 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. Ifthe 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 ofthe Board shall commence on the effective date of this Charter and shall be staggered as follows: (a) (b) (c) Group I. Group II. One member for an initial two-year term; Two members, including one nominated by the City and one by the Port, for initial three-year terms; and Two members, including one nominated by he City and one by the Port, for initial four-year tenns. Group III. -6- 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 detennming the length ofterms of such initial board members. 7.02.2 Except for the initial members ofthe 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 ofthis 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% Supenna;oritv Approval of Board. Board approval as to the following matters must be obtained at any regular or specIal Board meeting by an affinnative 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 tenn greater than one (1) year; (b) Selection of the Executive Director ofthe Authority, or the tennination of same; (c) Authority; Proposal of amendments to this Charter, or the amendment of the Bylaws of the -7- (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 ofthe 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 ofthe City of Port Angeles, the Port of Port Angeles, the State ofWashmgton 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 Authonty 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 meetmg and reconvene it within forty-eight (48) hours of the adjourned meetmg 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 maImer 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. -8- Section 8.02 - Duties of Officers. The officers of the Authority shall have the following duties: (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 ofthe Port Angeles Municipal Code or by this Charter, the signature ofthe 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 ofthe 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 ofthe 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 ofthe business and affairs ofthe Authority; (b) Authority; SupervIse and be responsible for the effective management of the affairs of the ( c) Employ such other personnel as the Executive Director detennines to be needed fi'om time to time to carry out the purpose of the Authority; (d) Sign documents and contracts on behalf of the Authonty; and (e) On behalf ofthe Authority, enter mto contracts, leases, and transactions and contract debt in amounts not to exceed one hundred thousand dollars ($100,000.00). (f) Perform such other duties as delegated or assigned by the Board. -9- The Board of DIrectors ofthe 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 ofthe Board and serve as an ex offielO member of the Board. (b) (c) expedient; Assure that all agreements and programs of the Authority are faithfully executed; Recommend for adoption by the Board such actions as he may deem necessary or (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 ofthe 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 perform the duties of the office due to illness, death, or other incapacity, the Executive Director, and ifhe 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. -10- (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 III all cases to which they are applicable, where they are not inconsistent with the Charter or with the special rules or order ofthe Authority set forth in the Bylaws. ARTICLE X. BYLA WS Within 30 days ofthe initial seating ofthe 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 ofthe 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 fonnat 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 meetilJg 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 ofwhich 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 infonnation is provided to Board members. Germane amendments to the proposed amendment within the scope of the original amendment will be pennitted at the meeting at which the vote is taken. Section 11.03 - Vote Required for Amendments to Charter or Bylaws. Resolutions ofthe 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 -11- Authority's Charter may be amended only by ordinance as provided in the Ordinance. 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 ofthe 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 mal111errequired 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 ofthe City and in the office ofthe Authority. Upon dissolution of the Authority and the winding up of its affairs, title to all remaining property or assets of the Authority shall vest in the City of Port Angeles, subject to disposition under the Interlocal Agreement, dated May dlL, 2008, by and between the City and the Port of 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 ofthe Port Angeles Municipal Code or state law. ARTICLE XlV. CONSTITUENCY There shall be no constituency ofthe 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 -12- 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 inforn1ation ofthe 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 ofthe 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 ofthe 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 authonzed official ofthe 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 ORlGINAL 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 ofthe City of Port Angeles. IN WITNESS WHEREOF, I have set my hand and affixed the official seal ofthe City of Port Angelesthis~daYOf~) ~DO% . Cko;/fjay ~f1A City of Port Angeles G:\LEGAL\Rayo:1ler\~ayomer.PDA Charter 5-20-08 final DOC -13-