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HomeMy WebLinkAbout2012-1 AUBURN TRANSPORTATION BENEFIT DISTRICT RESOLUTION NO.2012-1 A RESOLUTION OF THE AUBURN TRANSPORTATION BENEFIT DISTRICT, APPROVING THE CHARTER OF THE DISTRICT WHERE_AS, the City of Aubum aclopted Ordinance No. 6377 on September 19, 2011, authorizing the establishment of the Auburn Transportation Benefit District pursuant to chapter 36.73 RCW, and WHEREAS; the Board of the Aubum Transportation District finds that it would promote orderly conduct of the DistricYs business to adopt a charter, :_ NOW THEREFORE BE IT RESOLVED BY THE BOARD OF THE AUBURN TRANSPORTATION BENEFIT DISTRICT, WASHINGTON, as follows: The Charter ofthe Aubum Transportation Benefit District in the form attached hereto as Exhibit A is hereby approvetl and adopted. � � PASSED this o?� day of. �.,�C�-uc.�-�� , 2012. G�'2�' Nancy B „ u TBD Boa Memtie� otin Holman; TBD Board Member � Wayn_e orn oard Mem6er hn Pa�tndge, TBD Board Member ��� � /� Bill Peloza, TBD Board ember Rich Wagn , TBD Board Member o es, Boa�d Membe� ' Reaolution No. 2012-1 � February 15, 2012 ATTEST: �� ��_� Danielle E. Daskam _ _ 8ecreta_ry to the Board APP OVED TO FORM aniel ei City Attorriey � Resolution No. 2012-1 � February 15, 2012 CBiARTER of the AUBURN TRANSPORTATION BENEFIT DISTRICT CHARTER of the AUBURN TBD 1 of 9 pages CHARTER of the AUBURN TRANSPORTATION BENEFIT DISTRICT This Charter is adopted pursuanf to City of Aubum Ordinance 6377; which is the enabling legislation for the Aubum Transportation Benefit District. The District was created pursuantto RCW 36.73. According to Ordinance 6377, the DistricYs boundaries are coextensive with the corporate boundaries of the City of Aubum and its governing body is the city council, but the District is established as a separate body corporate acting as a quasi-municipal corporation and an independent taxing authority. . Subject to the provisions of Ordinance 6377, these articles govem the actions and . proceedings of the Transportation Benefit District. ARTICLE I — NAME SecrioN 1.01 —N,rmnE. ?he name of the Transportation Benefit District shall be the "Auburn Transportation Benefit District." ARTICLE II — LIABILITY SECTION 2.0'I UMtTAT10NS ON LIABIWTY: AlI dBbtS, liability and other obligations incurred. by the District 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 respecYto any such Obligations, or otherwise on account of or w'ith respect to any acts oromissions of the District or its office�s, employees or agents. SECrioN 2.02 MnN�nTORV Discu►tmeRS. A disclaimer in substantially the following form shall be posted in a prominent place accessible to the public in the DistricYs principal o�ce, which shall be the Aubum City Hall: k shall also be printed or stamped on all contracts, bonds, and other documents that evidence or create any Obligation which, by its terms, is not payable from a special or limited source of funds. TfieAuburn Transporta4ion Benefit District is a Transportation Benefit District established pursuant to Ordinance No. 6377 of the City of Auburn, Washington, and the laws of the State of Washington; including, but not CHARTER of the AUBURN TBD 2 of 9 pages limited to, Chapter 36.73 RCW. All debts, liabilities and otherobligations incurred by the District shall be satisfied exclusively from the revenues, assets, and properties of the District. No creditor, claimant, or other person shall have any right of acfion against or recourse to 4he City of Auburn, the State of Washington, or any other political subdivision of the State of Washington on accourrt of or with respect to any debts, liabilities or other obligations of the District, or otherwise on account of or with respect to any acts or omissions of the District or its officers, employees or agents. ARTICLE III — DISSOLUTION SecnoN 3.01 Disso�u7ioH. The District shall exist un61 dissolved in accordance with the requirements of RCW 36.73.050 and .150. The refirement of debt, notice of dissolution, and payment of creditors shall all comply with the provisions of the state statute. The District shall be dissolved not later than thirty days after the date when all indebtedness of the District has been retired and when all the DistricYs anticipated responsibilities have been satisfied. ARTICLE IV -- POWERS; USE OF CITY RESOURCES SEC�noN 4.01 Powetts. The District shalF have all the powers provided under RCW 36.73 and OMinance 6377, including "all the usual powers of a corporation for public purposes as well as... the authority to hire employees, staff, and services, to enter into contracts, to acquire, hold, and dispose of real and personal property," to accept gifts, grants, and donations, exercise eminent domain, and to sue and be sued. SecTioN 4.02 Use oF Cinr RESOUttces. In the event thaY City staff are utilized, the general fund or the appropriate utility fund of the City shall be reimbursed to, but only to the extent required by RC1N 43.09.210 for local govemment accounting. ARTICLE V —INDEMNIFICATION SecrioN 5.01 INO�nnNiFlCnrioN oF A�eyTS: To the extent permitted by law, the District shall protect, defend, hold harmless and indemnify anydirector; officer, employee or agent of the District virho is a party or threatened to be made a party to a proceeding by reason related to thatperson's conduct as a director, officer, employee or agerrt of the District, againsf judgments, fines, penalties, settlements and reasonable expenses (including teasonable attomeys' fees) incurred by him or her in connection with such proceeding, if such person acted in good faith and 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 CHARTER of the AUBURN TBD 3 of 9 pages believe that his or her conducfwas 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 matterof law, by City ordinance, by contract or by vote of the Board of Directors. The District may purchase and maintain appropriate insurance covering such risks. ARTICLE VI— BOARD AND OFFICERS SECnoN 6.01 BoaRO PoweRS. The BoaM shall govern the affairs of the District and aIL powers of the District shall be exercised by or in the name of the Board of Direc4ors (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 DistricYs affairs; (b) To appoint and remove Board officers (exceptthe Chairperson), District, agents, and District employees at the pleasure of a majority vote of fhe Board, and to prescribe theirrespecfive powers and duties consistent with the provisions hereof; (c) To borrow money and incur indebtedness in accordance with tHe Act; (d) To provide for the investment of the DistricYs funds; and (e) Any other powers which could be exercised by the Board under State Law or Ordinance 6377 of the City of auburn. SecnoN 6A2 Boart�CoMPOSinoN. The Board shall be composed of the seven (7) mem6ers of 4he Aubum City Council and the Mayor, all who shall serve in an ex- officio and independerrt capacity. The Mayor shall be a non-voting member of the Board.. A Board member may be removed from service on the Board only when removed from his or her office as a Councif.Member. Any vacancy shall be filled automatically, and only by the appointment or election of a new City Council Member: SECTION 6.03 Bonito OFFicats. The Board shall include two or more officers. The initial officers of the Board shall be the Chairperson.and the Vice Chairperson. The Mayor of the City of Aubum shall serve as the Chairperson. In addition to the Chairperson and Vice Chairperson; the Board may create other Board offices by majority vote. The Vice Chairperson and additional officers shall be elected by the CHARTER af the AUBURN TBD 4 of 9 pages Board from its membership at the first regular meeting each year, for a one-year term, and each o�cer shall hold office during said one-year term and until his or her successor is eJected. The first officers of the Board shall be elected by the Board at its first meeting. Offcers may, at the discretion of the Board, hold their respective-offices for successive terms. No person may simuttaneously hold more than one office. CHaRPeitsoN. The Chairperson shall serve as the ceremonial head of the District and shall preside over all Board meetings. The Chairperson shall, subject to the control of the Board, exercise general supervision, direction, and control of the business and affairs of the District Unless otherwise required by state law, agreement, resolution, or this Charter, the Chairperson shall have the authority to bind the District on matter approved by the Board and execute all resolutions that the Board has adopted. The Chairperson's signature shall be presumptive evidence of the proper adoption of a resolution. Unless otherwise directed by the Board, the Chairperson is delegated the authority to appoint and remove persons in the employ of the District or as agents of the District, and prescribe their duties and powers Rennov,a�FROnn OFFice. Upon reasonable prior notice to all Board members of the alleged reasons for dismissal, the Board, by an affirmative vote of four members of the Board, may remove any officer of the Board from his or her office, except the office of the Chairperson, whenever in its judgmeM the best interests of the District will be served thereby. An officer so removed shall continue to serve on the Board. SECTION G.04 ESTABGSHMENT OF COMMITTEES. The B08fd R18y, by resolution, designate from among its members one or more commi4tees, each consisting of at least{viro members, to represent 4he Board and, where consistent with this CFiarter; Rules of Procedure, Ordinance 6377, and Chapter 36.73 RCW act for and on behalf of the Board. The designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Boartl from any responsibility imposed by law. All final actions of the District require a vote of the Board. The Board may create an Advisory Committee, which shall be limited to seven (7) members, each of which shall be a city resident. If the Board elects to form an Advisory Committee, the Chairperson shall nominate the number of residents to serve on the committee that corresponds with the size of the committee established by the Board. The Board shall confirm the nominees, individually or as a group, by resolution. If the Board does not confirm all the nominees, the Chairperson shall nominate replacement candidates. The Advisory Committee shall not convene until its full membership has been confirmed. CHARTER of the AUBURN TBD 5 of 9 pages SecnoN 6.05 CoNFUC�r 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. SecnoN 6.06 T�►suReR. The Treasurer ofthe District shall be the City's Financial Services Director (Finance Director). The Treasurer shall create accourtts in qual�ed public deposita_ry for District funds and shall receive, faRhfully keep, and deposit all funds belonging to or collected for the use of the District. The Finance Director is required by the Statute to serve as?reasurer and is not subject to removal by the Board. SECTION 6.07 Le�a�CouNSe�. The Gity Attomey shall be the legal advisor of the Board, except where the Board shall hire separate counsel by resolution for a particular action, legal matter, or transaction. In addition, the'Board may, in the event of conflict, engage separate legal counsel of'its,choosing. Any potential conflicts of interest involving the Gity Attorney shall be determined and resolved by reference to the Rules of Professional Conduct for Attomeys, as they now exist or may be amended. Charges and fees of any separate legal counsel shall be �eimbursed in accordance wRh Section 4.02. SECrtoN 6.08 G�eRK. The Clerk of the Board shall bethe Aubum Ciry Clerk. The Clerk of the Board shall serve as the Board's public records officer for purposes of RGW 42.56.580 and shall process all requests for public records of the Disfict. SECTioN 6.09 S�nce. The Board Clerk shall be the agent of the District for purposes of receiving service of process ARTICLE VII --MEETINGS SECTION 7.0'I CITY COUNCIL RULES OF.PROCEDURE. TF1@ AUbUftl CIS�I COU�CIPS Rules of Procedure, as adopted 6y Resolution 5802 or as later amended, shall govem the procedure for all Board meetings. The rules corrtained in this Charter shall supplement the rules. Where the Rules of Procedure and Charter provisions conflict,the Charter provisions shall preside. The Board Clerk shall perform all the actions and duties provided for the City Clerk in fhe Rules of Procedure. The Board Chairperson, the Vice Chairperson, the Board Clerk, and the Board legal counsel shall perform the actions and duties provided in the Rules of Procedure for the Mayor, Deputy Mayor, City Clerk, and the City Attorney, respectively. All references to city staff in the Rules shall apply to City of Aubum staff and those individuals shall perform the same duties required by 4he Rules for the Board. All references to "council member(s)" and "council" in CHARTER of the AUBURN TBD 6 of 9 pages the Rules shall apply to the TBD Board members and the Board, respectively. Where fhe Rules make reference to offices, bodies, or to state laws that do not have any applicabil'dy to the Board and its meetings, those Rules provisions shall be disrega�ded and shali have no force, including section 16 of the Rules. SECrioN 7.02. Boaito Me�N�s. Regular Board meetings shall be scheduled by the Board through a resolution. Atany regular meeting of the Board, any business may be transacted and the Board may ezercise all of it§ powers. Special Board meetings sfiall be held#rom time to time as determined necessary by a majority of the Board or the Board Chairperson. Meetings shall occur, whenever possible, at 4he location and on the date scheduled for City Council meetings. SECr�oN 7.03 No'nce oF BonRO MeeriN�s. Notice of regular and special meetings shall be given in a manner consistent with the Open Public Meetings Act, 42:30 RCW, as supplemented and amended. In addition,the District shall provide reasonable notice of ineetings to any individual spec�cally requesting it in writing. SEC�noN 7.04 AcnoN WrcH Less THaN a QuoRUm. Board members present at a duly convened meeting may continue to transacT6usiness notwithstanding the withdrawal of enough members to leave less than a quorum; provided, any final action shall be approved by at least three (3) members at the meeting and the final action is later ratified by an affrmatiye vote of a majority of the Board members at any regular or special meeting. Voting by proxy shall not be permitted. Electronic mee.tings or participation are authorized so long as the meeting, notice and opportunity for public participation comply with state law. SECTION 7.05 OPeN Pueuc Meenr►�s. Notice of ineetings shall be given in a manner consistent with the Open Public MeetingsAct, 42.30 RCW, as sup- plemented and amended. In addition, the District shall,provide reasonable notice of ineetings to any individual specfically requesting notice in writing. The official newspaper for the District shall be the newspaper adopted by the City as its official newspaper at the time any published notice is to be given by the District. SECnoN 7.06 Puauc H�►rt�N�s. The District shall hold a public hearing: (1) to modify the boundaries of the existing district (RCW 36:73.050); (2) in the event that a transportation improvement cost exceeds its original cost by more than twenty percent as ident�ed in a district's original plan, to solicit comment regarding how the cost change should be resolved (RCW 36.73.060); (3) to dissolve the dist�ict(RCW 36.73A50); (4) when reguired by law;• or (5) as provided in the Rules of Procedure. CHARTER of the AUBURN TBD 7 of 9 pages Sec'noN 7.07 RoaERr's Ru�s oF OROeR. Pursuant to the Rules of Procedure, Roberts' Rules of Order; as supplemented by the Rules of Procedure, shall govem all Board discussions. Failure of the Board to follow the Robert's Rules of Order will not'in itself constitute sufficient grounds for invalidating any Board action. ARTICLE VIII —AMENDMENTTO CHARTER SECTION 8.07 PROPOSALS TO AMEND CHARTER. Ally 608�d 1712R1b6f R18y I�tfOdUC2 a written proposal to amend the Charter at any regular meeting or special meeting of the Board, provided, however, that all amendments shall comply with the requirements and provisions of RCW 36:73 and Ordinance 6377. Amendments shall be approved by a simple majorityvote of the Board members present and voting at the meeting. SECTION 8.02 BOARD CONSIDERATION OF PROPOSED AMENDMENTS. ThB B08�d R18y vote on the proposal at:the same meeting at which fhe proposal is introduced if notice of a proposal to amend the Chaiter and infortnation,:including the text of the proposed amendmenYand a statement of its purpos_e and effect, is provided to members of the Board fifteen (15) days prior to any regular or special Board meeting. If such notice and information'is provided within a shorter time period, the Board may not vote on the proposal untiFthe next regular or special meeting after 4he Board has received fifteen days notice. Amendments to the proposal within the scope of the original proposal will be permitted at the meeting at which the vote is taken. Sec'rioN 8.03 Pusuc He,awN�s. Certain amendments of the Charter may require action of the Aubum 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. ARTICLE IX— PUBLIC RECORDS INDEX; MISCELLANEOUS $ECTION 9.01 LIBERAL CONSTRUCTION AND SEVERABILITY. ThIS ChBttB�Sh811 b@ liberally construed 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. SECTION 9.OZ PUBUC RECORD3 CONTACT PERSON. Th@ BOaM CIBfk Sh811 I�SUf2 that her/his name and contact information is posted as the public records contact person on any website or web page that-the Board may establish on the City's webpage or other Intemet location. CHARTER of the AUBURN TBD 8 of 9 pages SECrioN 9.03. Pueuc RFCOttos INO�c. The District findsthat: 1) as a consequence of the Disfict's lack of staff and office space, that its records will be stored in multiple locations and in multiple computer systems, formats, and/or databases;2_due to the digitalization of records the District does not anticipate that 4he lack of an index will hinde� public access to its records. and, 3) the Disfict does not render opinions, staff manuals, and planning policies.and goals. Therefore,the District concludes that it is unduly burdensome for the District to maintain a central index of the agency's records. The District orders that it will not maintain a current index of public records due to the fnding of the Board that establishing such an index would interfere with District operationsancl is unduly burden§ome. The District shall make available forpublic inspec4ion and/or copying all public.records and indexes of the District to the extent. required by RCW 42.58 or other applicable law CHARTER of the AUBURN TBD 9 of 9 pages