HomeMy WebLinkAbout013 RESOLUTION NO. 013
A RESOLUTION of the Board of the Bremerton
Transportation Benefit District, approving amendments to the
Charter of the Bremerton Transportation Benefit District.
WHEREAS, the Board of the Bremerton Transportation Benefit District
has approved a Charter setting forth the nature, powers, and obligations of the Bremerton
Transportation Benefit District; and
WHEREAS, the Board of the Bremerton Transportation Benefit District proposes
to amend the Charter of the Bremerton Transportation Benefit District to remove language
relating to mandatory disclaimers and to make other related amendments; NOW THEREFORE,
THE BOARD OF THE BREMERTON TRANSPORTATION BENEFIT
DISTRICT, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The Board hereby approves the proposed Charter of the Bremerton
Transportation Benefit District as amended, as set forth in Exhibit "A ", attached hereto and
incorporated by reference.
SECTION2. Severability. If anyone or more sections, subsections, or
sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not
affect the validity of the remaining portion of this Resolution and the same shall remain in full
force and effect.
SECTION 3. Efective Date. This Resolution shall take effect and be in force
immediately upon its passage.
PA SED by the Board of the Bremerton Transportation Benefit District this
1 K� day of , 2014.
By: Dino Davis, Board President
APPROVED AS TO FORM: ATTEST:
RO ER A. LUBOVICH, Bo y SHANNON L. CORIN, Board Secretary
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Bremerton Transportation District
Charter (2014 Amendment)
EXHIBIT A
CHARTER
OF THE
BREMERTON TRANSPORTATION BENEFIT DISTRICT
TABLE OF CONTENTS
Page
ARTICLEI NAME ........................................................................ ..............................1
Section1.01 Name ............................................................................. ..............................1
ARTICLE 11 NATURE AND PURPOSES ..................................... ..............................1
1. Section 2.01 Nature of the District .................................................... ..............................1
Section2.02 Purposes ......................................................................... ..............................1
Section 2.03 Limitations on Liability ................................................ ..............................2
ARTICLE III DISSOLUTION ......................................................... ..............................2
Section3.01 Dissolution .................................................................... ..............................2
ARTICLE IV POWERS; INDEMNIFICATION ............................. ..............................3
Section4.01 Powers ............................................................................ ..............................3
Section 4.02 Indemnification .............................................................. ..............................3
ARTICLE V BOARD OF DIRECTORS; EXECUTIVE DW ''Tl1D AND OFFICERS
4
Section 5.01 Board Powers ................................................................. ..............................4
Section 5.02 Board Composition ........................................................ ..............................4
Section 5.03 Board Officers ................................................................ ..............................4
Section 5.04 Treasure Conflict of Interest .......................................... ..............................4
Section 5.05 Confliet of hit eFestTreasurer .......................................... ..............................4
Section Attorney ......................................................................... ..............................4
ARTICLE VI MEETINGS ................................................................ ..............................5
Section 6.01 Board Meetings .............................................................. ..............................5
Section 6.02 Board Quorum and Concurrence ................................... ..............................5
Section 6.03 Open Public Meetings .................................................... ..............................5
Section6.04 Minutes .......................................................................... ..............................5
Section 6.05 Material Change Policy and Annual Report .................. ..............................5
ARTICLEVII BYLAWS .................................................................... ..............................6
Section7.01 Bylaws ............................................................................ ..............................6
ARTICLE VIR AMENDMENT TO CHARTER ................................ ..............................6
Section 8.01 Proposals to Amend Charter .......................................... ..............................6
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Section 8.02 Board Consideration of Proposed Amendments ............ ..............................6
Section 8.03 Vote Required for Proposals to Amend the Charter ...... ..............................6
Section 8.04 Public Hearings ............................................................. ..............................6
ARTICLE IX COMMENCEMENT ................................................. .............................67
Section9.01 Commencement ............................................................ .............................67
ARTICLE X MISCELLANEOUS ................................................... ..............................7
Section 10.01 Liberal Construction and Severability ........................ ..............................7
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CHARTER
OF TAE
BREMERTON TRANSPORTATION BENEFIT DISTRICT
WHEREAS, the City Council (the "Council ") of the City of Bremerton, Washington (the
"City") has determined that it is in the best interests of the City and its citizens to create a
Transportation Benefit District coextensive with the boundaries of the City in order to exercise
the powers available under Chapter 36.73 RCW (the "Statute "); and
WHEREAS, pursuant to Ordinance No. 5076 of the City (the "Ordinance "), passed on
February 4, 2009, the City authorized and approved the creation of a Transportation Benefit
District, designated as the Bremerton Transportation Benefit District (the "District "), coextensive
with the boundaries of the City, for the purpose of exercising certain powers available under the
Statute as limited by the ordinance, codified as Chapter 11.25 of the Bremerton City Code;
NOW, THEREFORE, this Charter is hereby granted to and approved by the District.
ARTICLE I
NAME
Section 1.01 Name The name of the Transportation Benefit District shall be the
"Bremerton Transportation Benefit District."
ARTICLE H
NATURE AND PURPOSES
Section 2.01 Nature of the District The District shall be a Transportation Benefit
District organized pursuant to Chapter 36.73, Ordinance No. 5076 and Chapter 11.25 BMC. The
boundaries of the District shall be coextensive with the boundaries of the City. The District shall
be a municipal corporation, an independent taxing "authority" within the meaning of Article VII,
Section I of the Constitution of the State of Washington (the "Constitution'), and a "taxing
district" within the meaning of Article VII, Section 2 of the Constitution. The District shall be an
entity independent of and separate from the City.
Section 2.02 Purposes The purpose of the District shall be to provide a separate legal
entity pursuant to Statute and Ordinance to exercise the powers available under the Statute, to,
but only to the extent authorized by the Ordinance. The primary purpose of the District shall be
the acquisition, construction, improvement, provision and/or funding of the maintenance of City
streets and related infrastructure in a manner which is:
2.02.01 Consistent with state, regional, and local transportation plans;
2.02.02 Necessitated by reasonably foreseeable congestion levels
attributable to economic growth; and
2.02.03 Funded by local government or private developer contributions or
any combination thereof.
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Section 2.03 Limitations on Liability All debts, liabilities and other obligations
incurred by the District ( "Obligations ") shall be satisfied: (a) in the case of Obligations which, by
their terms, are not payable from a special or limited source of funds, exclusively from the
revenues, assets and properties of the District, and (b) in the case of Obligations which, by their
terms, are payable from a special or limited source of funds, exclusively from such revenues,
assets and properties of the District as shall be specifically pledged thereto or otherwise
identified as being the source of payment thereof. No creditor, claimant or other person shall
have any right of action against or recourse to the City or its revenues, assets or properties on
account of or with respect to any such Obligations, or otherwise on account of or with respect to
any acts or omissions of the District or its officers, employees or agents.
Seetion 2.04 Mandatory DiselaimeFS. A diselaimer- in substantially the following
shall oste pr-em ine nt pla a — t9 the publie i n the Piss- et's pr- „f ee
whieh shall be the Br-emeften City Hall. it shall also be pr-inted ef stamped on all ,
> b y i t > ot
established ptiFsuant to Qrdinanee No. 5076 ef the City of ,
Washington an t l aws o f t S tate e f W as hi ngten, i ne l u di ng, but net limited
to, Chapter- 36.73 ef the Revised Gede ef Washington. All debts, liabilities and
per-sen shall have any right ef aetien against er- r-eeettr-se to the City of Br-effieften,
the State of Washington or - any ethe pe litieal subdi v i seft „f the State e
� on ae" unt a w ith -espe t o any d ebts liabilitie eF O+1, °r
of the Distfiet er- its effleer-s, employees of age
ARTICLE III
DISSOLUTION
Section 3.01 Dissolution Subject to the provisions of RCW 36.73.050 and BMC
11.25.050, the Transportation Benefit District shall be automatically dissolved when all
indebtedness of the District has been retired and when all of the District's anticipated
responsibilities have been satisfied. The Distr ^* s hall ex ist un til d issolv ed in erdanee w it h th
�2. iirr@ n32 'iits =ccW Mad -v n. The ° ccrrezrccrrc vr deb - r"IVCrcevi crroovrcrcrvrr
retired and payment of er-editer-s shall all eemply with the pr-evisions of the Statute. The Disliiet shall be
autematieally dissolved when all indebtedness of the DistFiet has been and when all
Distr-iet
operations ge 6i3g tefm ebligatiEons of th
disseltitien r ef RGW 36.73.050, 43MG 11.25.050 sets fefffi that the Distfiet shall
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ARTICLE IV
POWERS; INDEMNIFICATION
Section 4.01 Powers Except as otherwise provided herein, the District shall have and
may exercise all lawful powers conferred upon a Transportation Benefit District as of the date
hereof by the laws of the State of Washington, limited as provided in the Ordinance. Such
powers shall include, but are not limited to, the following:
(a) To hire employees, staff, and services, to enter into contracts, to direct agents and
services acquired pursuant to contract or interlocal agreement, and to sue and be sued. The
Board may, by interlocal agreement with the City, or other authorized procedure, appoint, hire or
retain City officials and staff to provide services for or on behalf of the District. P ti bl a work
eentfaet limits applieable to the City of Br-emerten shall apply to any een -Aet. eattle-re'd inte by the
Distfic-t — ln the event that City staff axis utilized, the general fund of the City shall be
reimbursed to, but only to the extent required by RCW 43.09.210. Public works contract
procedures applicable to the City of Bremerton shall apply to any contract entered into by the
District. The annual plan of the District shall provide estimates of all such charges and the final
cost of all projects shall indicate such charges.
(b) To authorize a vehicle tax of up to $20 per vehicle as provided for by
RCW 82.80.140.
(c) When authorized by the voters pursuant to the requirements of Chapter
36.73 RCW to authorize other taxes, fees, charges and tolls or increases in these revenue
sources, and to use such funds assessed for the preservation, maintenance and operation of City
streets in accordance with the provisions of a state or regional plan.
(d) The Board shall have and may exercise all powers and functions provided
by the Statute to fulfill the functions of the District.
(e) Additional powers and authorities may be conferred upon the District only
in accordance with the requirements of the Statute following a public hearing and other
procedural requirements as set forth in the Statute.
(f) To issue its general obligation bonds and revenue bonds pursuant to the
requirements of the Statute.
Section 4.02 Indemnification To the extent permitted by law, the District shall protect,
defend, hold harmless and indemnify any director, officer, employee or agent of the District who
is a party or threatened to be made a party to a proceeding by reason related to that person's
conduct as a director, officer, employee or agent of the District, against judgments, fines,
penalties, settlements and reasonable expenses (including reasonable attorneys' fees) incurred by
him or her in connection with such proceeding, if such person acted in good faith reasonably
believed his or her conduct to be in the District's best interests and if, in the case of any criminal
proceedings, he or she had no reasonable cause to believe that his or her conduct was unlawful.
The indemnification and protection provided herein shall not be deemed exclusive of any other
rights to which a person may be entitled as a matter of law, by City ordinance, or by contract or
by vote of the Board of Directors. The District may purchase and maintain appropriate insurance
covering such risks.
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ARTICLE V
BOARD OF DIRECTORS: EXECUTIAT DIRECTOR AND OFFICERS
Section 5.01 Board Powers All powers of the District shall be exercised by or in the
name of the Board of Directors (the "Board "). The powers of the Board shall include, but are not
limited to, the following:
(a) To establish and implement the policies and programs of the District, and
the procedures for the management and administration of the District's affairs;
(b) To appoint and remove, at the pleasure of the Board, the District's officers,
agents and employees, (except as expressly provided herein) and to prescribe their respective
powers and duties consistent with the provisions hereof;
(c) To borrow money and incur indebtedness in accordance with the Statute;
and
(d) To provide for the investment of the District's funds.
Section 5.02 Board Composition The Board shall be composed of the nine - seven (97)
members of the Bremerton City Council, who shall serve in an ex- officio and independent
capacity. A Board member may be removed only when removed from his or her office as a
Council Member. Any vacancy shall be filled only by the appointment or election of a new City
Council Member. , the Board shall be eempesed of seven (7)
Section 5.03 Board Officers The Board shall include two or more officers. The same
person shall not occupy both the office of President and any office responsible for the custody of
funds and maintenance of finances and accounts. The initial officers of the Board shall be the
President and Vice President. Additional officers may be provided for in the Bylaws of the
District or otherwise designated ted by the Board The President shall be the agent of the District for
purposes of receiving service of process; provided, that the By4a ws — Board may designate
additional officers of the District as agents to receive or initiate process. The District may
contract with the City of Bremerton for such service as it may require.
Seetion 5.04 Treasurer The T-r-easufer- of the DistFiet shall be the City's Finafleial
Tr-easar-ef and is not subjeet to r-efneval by the Beafd.
Section 55.04 Conflict of Interest Board members shall comply in all respects with
the conflict of interest guidelines and prohibitions of Chapter 42.23 RCW as the same exists or is
hereafter amended.
Section 5.05 Treasurer Pursuant to RCW 36.73.020(4), the City's Financial Services
Director shall act as the Treasurer of the District, unless an interlocal agreement states otherwise.
Section 5.06 Attorney The Board shall be represented by the City Attorney of the City
of Bremerton or designee provided, however, that the Board may, in the event of conflict,
engage separate legal counsel of its choosing. Any potential conflicts of interest involving the
City Attorney shall be determined and resolved by reference to Title 1 of the Rules of
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Professional Conduct, as that Title now exists or may be amended. Charges and fees of the
affemey, as well as othef ser-viees provided by City empleyees, shall be reimbursed in
aeeefdanee with Seetien 4.01 (a).
ARTICLE VI
MEETINGS
Section 6.01 Board Meetings Regular Board meetings shall be held on the dates, times
and locations as established in the bylaws. Special Board meetings shall be held from time to
time as determined necessary by the Board or Board President.
Section 6.02 Board Quorum and Concurrence A quorum to commence a Board
meeting shall be no fewer than ,
Beard s hal l be no f wef than four (4) members. The Bylaws of the District may prescribe Board
quorum restrictions that equal or exceed the quorum restrictions imposed in this Section. Board
concurrence may be obtained at any regular or special meeting by an affirmative vote of a
majority of the Board members voting on the issue. Final action of the Board with respect to the
following action shall require the affirmative vote of ,
20 4, four (4) membersy).
(a) Adoption of an annual plan for services;
(b) Levy of any tax, charge or fee;
(c) Adoption of the material change policy; or
(d) Any response to a material change.
Voting by proxy shall not be permitted. Electronic meetings or participation are
authorized so long as the meeting, notice and opportunity for public participation comply with
state law.
Section 6.03 Open Public Meetings Notice of meetings shall be given in a manner
consistent with the Open Public Meetings Act, Laws —of Washingtea 1 9 71 , Rxtf er-dia r—
Sessio Chapter-- 230, codified hapter 42.30 of the Revised Code of Washington, as
supplemented and amended. In addition, the District shall provide reasonable notice of meetings
to any individual specifically requesting it in writing. The District shall define in its Bylaws the
opportunity for public comment to be permitted at Board meetings.
Section 6.04 Minutes Copies of the minutes of all regular or special meetings of the
Board shall be available to any person or organization that requests them as required by State
law. The minutes of all Board meetings shall include a record of individual votes on all matters
requiring Board concurrence.
Section 6.05 Material Change Policy and Annual Report The Board shall develop a
material change policy to address major Plan changes that affect project delivery or the ability to
finance the adopted Plan. At the date of adoption of a plan to execute the functions of the
District, the Board shall adopt a material change plan which addresses material changes to cost,
scope, and schedule, the level of change that will require Board involvement and how the Board
will address those changes. At a minimum, in the event that a transportation improvement cost
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exceeds its original cost estimate by more than twenty percent (20 %) as identified in the
District's original finance plan, the governing body shall hold a public hearing to solicit
comment from the public regarding how the cost change should be resolved. In addition, the
District, upon approval by the Board, shall issue an annual report, indicating the status of
transportation improvement costs, transportation ieved- improvement expenditures, revenues,
and construction schedules, to the public and the newspapers of record in the District —(the
"Plan"). "Newspapers of record in the District" shall include all newspapers which have filed a
request for public notice of meetings with the City of Bremerton.
ARTICLE VII
BYLAWS
Section 7.01 Bylaws The Board shall adopt Bylaws to provide additional rules that are
not inconsistent with this Charter, governing the District and its activities.
ARTICLE VIII
AMENDMENT TO CHARTER
Section 8.01 Proposals to Amend Charter Any Board member may introduce a
proposal to amend the Charter at any regular meeting or special meeting of the Board, provided,
however, that all amendments shall comply with the minimum requirements and provisions of
RCW 36.73 and Chapter 11.25 BMC.
Section 8.02 Board Consideration of Proposed Amendments If notice of a proposal to
amend the Charter and information, including the text of the proposed amendment and a
statement of its purpose and effect, is provided to members of the Board fifteen (15) days prior to
any regular Board meeting or any special meeting of which thirty (30) days advance notice has
been given, then the Board may vote on the proposal at the same meeting at which the proposal
is introduced. If such notice and information is not so provided, the Board may not vote on the
proposal until the next regular meeting or a special meeting of which thirty (30) days advance
notice has been given, and in each case at least fifteen (15) days prior to which meeting such
notice and information is provided to Board members. Amendments to the proposal within the
scope of the original proposal will be permitted at the meeting at which the vote is taken.
Section 8.03 Vote Required for Proposals to Amend the Charter Resolutions of the
Board approving proposals to amend the Charter shall require an affirmative vote of a majority
of the Board members voting on the issue; provided, that the total number of Board members
voting in favor of such proposal shall equal at least , four (4).
Section 8.04 Public Hearings Certain amendments of the Charter may require action of
the Bremerton City Council and a public hearing pursuant to the requirements of the Statute. No
consideration of any charter amendment may occur until the City complies with such
requirements.
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ARTICLE IX
COMMENCEMENT
Section 9.01 Commencement The District shall commence its existence effective upon
the adoption of the Ordinance. This Charter shall become effective upon its approval by the
Board.
ARTICLE X
MISCELLANEOUS
Section 10.01 Liberal Construction and Severability This Charter shall be liberally
construed in order to effect its purposes. If any section or part of this Charter is ultimately ruled
invalid or illegal by a court of competent jurisdiction, such invalidity or illegality shall not affect
the remaining sections or parts of this Charter.
This Charter is executed on this day of 1 2014.
BREMERTON TRANSPORTATION
BENEFIT DISTRICT
By:
Dino Davis, Board President
ATTEST
By:
Shannon Corin, City Clerk
TBD Resolution No. (2014)
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