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HomeMy WebLinkAbout10/25/2022 04. Discussion of potential Public Development Authority for the betterment of the North First Street area CL"),k. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 4. For Meeting of: October 25, 2022 ITEM TITLE: Discussion of potential Public Development Authority for the betterment of the North First Street area SUBMITTED BY: Ryan Bleek, Senior Assistant City Attorney SUMMARY EXPLANATION: Attached is a model ordinance for Council's consideration and discussion in the event that Council should elect in the future to create and allocate funding for a public development authority for the betterment of the North First Street area. Included in the attachment is a model P DA charter and bylaws. ITEM BUDGETED: NA STRATEGIC PRIORITY: Neighborhood and Community Building APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: ATTACHMENTS: Description Upload Date Type D board ex 10/20/2022 Corer Memo ❑ Ordinance PDA 10/17/2022 Ordinance 2 PDA Board Members Board Composition Requirements Bellevue Convention 7 Resident of Bellevue. Center Authority Anacortes PDA 5 Mayor, 2 City Council Members, and 2 residents of the City. City Center Redevelopment 7 None. Authority (Vancouver) Longview PDA 5 Civic or business leaders with experience relevant to the purpose of the Authority in such fields as finance, real estate development,tourism, law,or construction management. Republic PDA 5 Cannot be Mayor or any City Council member. Downtown Pasco PDA 9 5 downtown business or property owners, 2 banking or real estate professionals, 2 business management professionals. Port Townsend PDA 7- 11 None. Ellensburg Business 9 None. Development Authority Garfield PDA 7 Cannot be Mayor. Pike Place Market 12 None. Preservation and Development Authority 3 ORDINANCE NO. 2022- AN ORDINANCE adding Yakima Municipal Code Chapter 5.97 on the creation of public corporations and creating the North First Street Public Development Authority and approving its Charter and Bylaws WHEREAS, the City is authorized by RCW 35.21.730 to create public corporations, including public development authorities,to (i) administer and execute federal grants or programs, (ii) receive and administer private funds, goods or services for any lawful public purpose; (Hi) improve governmental efficiency and services, (iv) improve the general living conditions in the urban areas in and around the City and (v) perform any lawful public purpose or public function; WHEREAS, the City Council hereby finds that opportunity to create public corporations to complete improvements to the benefit of the public is in the best interest of the City of Yakima; WHEREAS, the City Council further finds that the creation of the North First Street Public Development Authority as a public corporation will assist the City in its desire to improve the economic condition of the North First Street corridor; now, therefore, BE IT ORDAINED BY THE CITY OF YAKIMA: Section 1. Chapter 5.97 entitled "Public Corporations" is added as a new Chapter to the Yakima Municipal Code to read as follows: Chapter 5.97 Public Corporations 5.97.010 Authorization. 5.97.020 Definitions. 5.97.030 Powers—Generally. 5.97.040 Limitation of Powers. 5.97.050 Charter. 5.97.060 Board of Directors. 5.97.070 Organizational Meeting. 5.97.080 Meetings—Generally. 5.97.090 Charter Amendments. 5.97.100 Bylaws. 5.97.110 Fidelity Bond. 5.97.120 Code of Ethics. 5.97.130 Access to Records. 5.97.140 Maintenance of Records. 5.97.150 Reports and Information. 5.97.160 Audits and Inspections. 5.97.170 Trusteeship. 5.97.180 Termination. 5.97.190 Dissolution—Statement. 5.97.200 Dissolution—Assets. 5.97.210 Insurance. 5.97.220 Unauthorized Representation. 5.97.230 Ancillary Authority. 5.97.240 Deposit of Public Funds. 4 5.97.010 Authorization. The City authorizes the establishment and Chartering of one or more public corporations, commissions and/or authorities (in this chapter called "public corporation"), each as an independent legal entity, to conduct activities as provided in RCW 35.21.730—755 and 35.21.757 - 759. 5.97.020 Definitions. As used in this chapter, the term: "Board of directors" or "Board" means the governing body vested with the management of the affairs of the public corporation. "Bonds" means any bonds, promissory notes, interim certificates, debentures, certificates of indebtedness or other obligations issued by the public corporation pursuant to its Charter and this chapter. 'Bylaws' means the rules adopted for the regulation or management of the affairs of a public corporation and any subsequent amendments. "Charter" means the articles of organization of a public corporation and all amendments thereto. "City" means the City of Yakima. "City Clerk" means the clerk of the Yakima City Clerk or a person authorized to act on his or her behalf. "City Council" means the legislative body of the City. "City Finance Director" means the City Finance Director or a person authorized to act on his or her behalf; and in the event of reorganization of the office of City Finance Director, the successor official performing such duties or a person authorized to act on his or her behalf. "City Manager" means the City Manager or Acting City Manager of the City of Yakima. "Corporate" shall refer or pertain to a public corporation. "Corporate official" means members of the Board and such employees as the Board shall designate. "Director" means a member of the Board of Directors. "Immediate family" means: A. A spouse; B. Any dependent parent, parent-in-law, child, son-in-law, or daughter-in-law; or C. Any parent, parent-in-law, child, son-in-law, daughter-in-law, sibling, uncle, aunt, cousin, niece or nephew residing in the household of a corporate official or employee. "Insolvent" or"insolvency" means an inability of a public corporation to pay debts as they become due in the usual course of its affairs. 5 "Member" means a member of the membership. "Membership" means the class of persons entitled to participate (whether in a voting or advisory capacity) in the internal processes of the public corporation in accordance with its Charter or Bylaws. "Public corporation" shall mean a corporation, commission, or authority organized under this chapter. "Real property" includes all lands, including improvements and fixtures thereon and property of any nature appurtenant thereto, or used in connection therewith, and every estate, interest and right, legal or equitable, therein, including terms for years and liens by way of judgment, mortgage or otherwise and the indebtedness secured by such liens. "State" (when used as a noun) shall mean the state of Washington. "Voting membership" means the total number of voting positions on the Board authorized by the Charter, whether filled or vacant. 5.97.030 Powers—Generally. Except as otherwise limited by the State Constitution,the City Charter, this chapter, or the Charter of the public corporation, a public corporation shall have and exercise all lawful powers necessary or convenient to effectuate the purposes for which the public corporation is organized and to perform authorized corporate functions, including, without limitations, the power to: A. Own and sell real and personal property; B. Contract for any corporate purpose with a government, individual, association or corporation; C. Sue and be sued in its name; D. Lend and borrow funds; E. Do anything a natural person may do; F. Perform all manner and type of community services and activities; G. Provide and implement such municipal and community services and functions as the City may, by legislative or contractual action, direct; H. Transfer any funds, real or personal property interests or services; Receive and administer federal and private funds, loans, gifts, real or personal property interests, goods, or services for any lawful public purpose; J. Purchase, lease, exchange, mortgage, encumber, improve, use, transfer, grant security interest, and grant or acquire options in real or personal property; K. Contract regarding income or receipts from real and personal property; 6 L. Issue negotiable bonds and notes in conformity with applicable provisions of state law in such principal amounts as in the discretion of the Board are necessary or appropriate to provide sufficient funds for achieving any purpose of the public corporation, upon the condition that: 1. all bonds and notes, and liabilities occurring thereunder, shall be satisfied exclusively from the assets, properties and credits of the public corporation; and 2. no creditor or other person may have any recourse to the assets, credit or services of the City, unless the City Council by legislative action expressly guarantee such bonds or notes; M. Manage, on behalf of a government, any property acquired by such entity through gift, purchase, construction, lease, assignment, default or exercise of the power of eminent domain; N. Recommend to appropriate governmental authorities public improvements, property purchases or transfers, and expenditures in areas of the City in which the public corporation by its Charter has a particular responsibility; O. Initiate, carry out and complete such improvements of benefit to the public, consistent with its Charter, as a government may request; P. Recommend to a government such tax, financing, and security measures as the public corporation may deem appropriate to maximize the public interest in activities in which the public corporation by its Charter has a particular responsibility; Q. Provide advisory, consultative, training, educational and community services and advice to individuals, corporations, associations and governmental agencies, with or without charge; R. Invest and re-invest its funds; S. Fix and collect charges for services rendered or to be rendered and establish the consideration, if any, for property transferred; T. Name corporate officials, designate agents, and engage contractors or employees, prescribing their duties, qualifications and compensation; U. Exercise and enjoy such other powers as may be authorized by law. 5.97.040 Limitation of Powers. A public corporation, organized under this chapter, in all activities and transactions shall be limited in the following respects: A. A public corporation shall have no power of eminent domain nor any power to levy taxes or special assessments. 7 B. A public corporation 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 public corporation shall be satisfied exclusively from the assets and credit of the public corporation; 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 public corporation. C. No funds, assets, or property of any public corporation shall be used for any partisan political activity or to further the election or defeat of any candidate for public office; nor shall any funds or a substantial part of the activities of any public corporation be used for publicity or educational purposes designed to support or defeat legislation pending before the Congress of the United States, or the Legislature of the state or the City Council; provided, however, that funds may be used for representatives of a public corporation to communicate with members of Congress, state legislators or City Council members concerning funding and other matters directly affecting the public corporation, so long as such activities do not constitute a substantial part of the corporation's activities and unless such activities are specifically limited in its Charter. D. All funds, assets, or credit of the public corporation shall be applied toward or expended upon services, projects, and activities authorized by its Charter. No part of the net earnings of a public corporation shall inure to the benefit of, or be distributable as such to,the Board members, officers of a public corporation or other private persons, except that a public corporation is authorized and empowered to: 1. Compensate corporate officials and others performing services for the public corporation a reasonable amount for services rendered, and reimburse reasonable expenses actually incurred in performing their duties; 2. Assist corporate officials as members of a general class of persons to be assisted by a corporate-approved project or activity to the same extent as other members of the class as long as no special privileges or treatment accrues to such corporate official by reason of his or her status or position in the public corporation; 3. Defend and indemnify any current or former Board member or employee and their successors against all costs, expenses, judgments, and liabilities, including attorneys' fees, reasonably incurred by or imposed upon him or her in connection with or resulting from any claim, action, or proceeding, civil or criminal, in which he or she is or may be made a party by reason of being or having been a corporate official, or by reason of any action alleged to have been taken or omitted by him or her as such official; provided, that he or she was acting in good faith on behalf of the public corporation and within the scope of duties imposed or authorized by law. This power of indemnification shall not be exclusive of other rights to which corporate officials may be entitled as a matter of law; 4. Purchase insurance to protect and hold personally harmless any of its officials (including its employees and agents) from any action, claim, or proceeding instituted against the foregoing individuals arising out of the performance, in good faith, of duties for, or employment with, the public corporation and to hold these individuals harmless from any expenses connected with the defense, settlement, or monetary judgments from such actions, claims, or proceedings. The purchase of such insurance and its policy limits shall be discretionary with the Board, and such insurance shall not be considered to be compensation to the insured individuals. The powers conferred by this subsection shall not be exclusive of any other powers conferred by law to purchase liability insurance; and 8 5. Sell assets for a consideration greater than their reasonable market value or acquisition costs, charge more for services than the expense of providing them, or otherwise secure an increment in a transaction, or carry out any other transaction or activity, as long as such gain is not the object or purpose of the public corporation's transactions or activities and is applied to or expended upon services, projects, and activities as aforesaid. E. A public corporation organized under this chapter shall not issue shares of stock, pay dividends, make private distribution of assets, make loans to its Board members or employees or otherwise engage in business for private gain. 5.97.050 Charter. A public corporation shall commence its existence upon City Council's approval of its Charter and Bylaws. The public corporation shall conduct its affairs in accordance with the Charter and Bylaws. The Charter shall at a minimum set forth the following: 1. The name of the public corporation; 2. The period of duration of the public corporation, which may be perpetual or for a fixed period; 3. This statement in a prominent place: [A]ll liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission, or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority. 4. The purpose or purposes of the public corporation; 5. The composition of the Board; 6. The process for amendments to the Charter and Bylaws. 5.97.060 Board of Directors. A. A Board of Directors (the "Board of Directors" or "Board") shall be established for any public corporation pursuant to the terms of its Charter to govern the affairs of the public corporation, and whose members shall be appointed by majority vote of the City Council upon nomination by the City Manager. The initial Board shall be appointed at the same meeting that the Council approves the Charter. All corporate powers of the public corporation shall be exercised by or under the public corporation of the Board of Directors; and the business, property and affairs of the public corporation shall be managed under the direction of the Board of Directors, except as may be otherwise provided for by law or in the Charter. 9 B. In addition to trusteeship and termination or dissolution, respectively, if it is determined for any reason that any or all of the Board members should be removed, with or without cause, and after selection of appropriate replacements by the City Council, the City Council may by resolution remove any or all Board members. C. A vacancy or vacancies on the public corporation Board of Directors shall be deemed to exist in case of the death, disability, resignation, removal, or forfeiture of membership. Vacancies on the Board shall be filled by appointment in the same manner in which members of the Board are regularly appointed. Any person selected to fill a vacancy on the Board shall serve the balance of the term of the person being replaced. D. All Board members shall complete, within 60 days of appointment, a training class conducted by the City on laws applicable to the public corporation, including: the requirement to be audited by the state auditor and various accounting requirements provided under chapter 43.09 RCW, the open public record requirements of chapter 42.56 RCW, the prohibition on using its facilities for campaign purposes under RCW 42.17A.555, the open public meetings law of chapter 42.30 RCW, the code of ethics for municipal officers under chapter 42.23 RCW, and the local government whistleblower law under chapter 42.41 RCW. 5.97.070 Organizational Meeting. Upon Council approval of the Charter and the initial Board of Directors, the Board shall call an organizational meeting within 60 days.At such meeting,the Board shall elect officers and conduct any other such business necessary to organize itself in accordance with the Charter. 5.97.080 Meetings—Generally. A. The Board shall meet at least two times each year; special meetings of the Board may be called as provided by the Charter, the Bylaws and the Open Public Meetings Act. B. The Board shall be the governing body of a public agency as defined in the Open Public Meetings Act, and all meetings of the Board shall be held and conducted in accordance with the Open Public Meetings Act. C. All Board meetings, including executive sessions, 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 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 therefore upon its official journal. D. The Charter or Bylaws shall establish the requirements for a quorum. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board; provided, however,that a quorum to commence a Board meeting shall be no fewer than a majority of the Board's total membership. E. Notice of all meetings and minutes of such meetings of the Board shall be given to the clerk of the City Council of the City of Yakima. 10 5.97.090 Charter Amendments. A. The public corporation may propose to the City Council that its Charter be amended by resolution of its Board passed by a procedure outlined in its Charter at a regular or special meeting of which ten days advance written notice was given to Board members. B. Information regarding a proposed Charter amendment shall be provided to members of the Board ten days prior to the meeting at which a vote will be taken and shall include the proposed amendment and a statement of its purpose and effect. C. After adoption of a proposed Charter amendment by the Board of Directors, the public corporation shall file two complete copies of the Charter with the City Clerk. One copy shall be in a format that strikes over material to be deleted and underlines new material to be deleted and underlines new material. The Charter may be amended only by ordinance of the City Council. If the City Council approves the proposed amendment, the revised Charter shall be issued in duplicate originals, each bearing the City seal and attested by the City Clerk. One original and the underlined and overstricken copy shall be retained by the City Clerk as a public record and the other original shall be delivered to the public corporation. A Charter amendment proposed by the public corporation shall take effect and become a part of the Charter upon issuance of the revised Charter by the City Clerk. D. When required by law, the public corporation shall propose to the City Council an amendment to the public corporation's Charter that will conform with the law. As necessary and appropriate, the City Council may amend the Charter by ordinance. 5.97.100 Bylaws. The initial Bylaws of a public corporation shall be adopted by City Council at the time it approves the Charter of the public corporation. The power to alter, amend, or repeal the Bylaws or adopt new ones shall be vested in the Board unless otherwise provided in the Charter or the Bylaws. The Bylaws may contain any provisions for the regulation and management of the affairs of a public corporation not inconsistent with law or the Charter. 5.97.110 Fidelity Bond. Each corporate official responsible for handling accounts and finances shall file as soon as practicable with the public corporation a fidelity bond in an amount determined by the public corporation to be adequate and appropriate, and may hold the corporate office only as long as such a bond continues in effect. 5.97.120 Code of Ethics. A. Except as provided in this section, a Board member or employee of a public corporation may not participate in a decision of the public corporation in which that person or a member of that person's immediate family has a financial interest unless the financial interest is a remote financial interest and participation is approved under subsection (B) of this section. B. A Board member or employee may participate in a decision if that person or a member of that person's immediate family has only a remote financial interest, the fact and extent of the interest is disclosed to the Board in a public meeting and is noted in the minutes of the Board before any participation by the member in the decision, and thereafter in a public meeting the Board by vote 11 authorizes or approves the participation. If the person whose participation is under consideration is a Board member, that person may not vote under this subsection. For purposes of this subsection, "remote financial interest" means: 1. That of a nonsalaried officer of a nonprofit corporation; 2. That of an employee or agent of a contracting party where the compensation of the employee or agent consists entirely of fixed wages or salary and the contract is awarded by bid or by other competitive process; 3. That of a landlord or tenant of a contracting party, except in cases where the property subject to the lease or sublease is owned or managed by the public corporation; 4. That of a holder of less than one percent of the shares of the corporation or cooperative that is the contracting party; 5. That of an owner of a savings and loan or bank savings or share account or credit union deposit account if the interest represented by the account is less than two percent of the total deposits held by the institution; or 6. Other interests that are defined as remote by Bylaws adopted by the public corporation. C. A Board member or employee is not considered to be financially interested in a decision when the decision could not affect that person in a manner different from its effect on the public at large. D. The Board may adopt additional conflict of interest and ethical rules it considers appropriate. E. For purposes of this section, "participate in a decision" includes all discussions, deliberations, preliminary negotiations, and votes. F. The Board may recommend to the City Council the removal of a Board member who intentionally violates this section or a rule adopted hereunder. In addition, violation of any provision of this section constitutes a civil infraction for which a fine, not to exceed $500.00, may be assessed by the Yakima Municipal Court. Violation may be proven by a preponderance of evidence and need not be proven beyond a reasonable doubt. 5.97.130 Access to Records. A. The public corporation shall keep an official journal containing the minutes of proceedings at all meetings of the Board and the resolutions of the Board. B. Any person shall have access to records and information of the public corporation to the extent required by state law. Minutes with respect to closed executive sessions need not be made available. 5.97.140 Maintenance of Records. The public corporation shall: 12 A. File and maintain with the City Finance Director a current listing of all corporate officials, their positions and their home addresses, their business and home phone numbers, the address of its principal office and of all other offices used by it, if any, and a current set of its Bylaws; and B. Maintain all of its records in a manner consistent with the Preservation and Destruction of Public Records Act, Chapter 40.14 RCW. 5.97.150 Reports and Information. On or about the anniversary date of the organization meeting specified in YMC 5.97.060, the public corporation shall file an annual report with the City Clerk and the City Council containing a certified statement of assets and liabilities, income and expenditures and changes in its financial position during the previous year; a summary of significant accomplishments; a list of depositories used; a projected operating budget for the current fiscal year; a summary of projects and activities to be undertaken during the current year; a list of public corporation officials and a list of officials bonded pursuant to Section 5.97.100 of this chapter. 5.97.160 Audits and Inspections. The public corporation shall, at any time during normal business hours and as often as the City Manager, the City Finance Director, or the State Auditor deem necessary, make available to the City Manager, the City Finance Director, and the State Auditor for examination all of its financial records, and shall permit the City Manager, City Finance Director, and State Auditor to audit, examine and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all the aforesaid matters. The City Manager, City Council, and state auditor have no right, power, or duty to supervise the daily operations of the public corporation but oversee such operations only through their powers to audit, modify the Charter and Bylaws and remove directors, all as set forth in this chapter, all for the sole purpose of correcting any deficiency and assuring that the purposes of the public corporation are reasonably accomplished. 5.97.170 Trusteeship. A. If it is determined for any reason that a trusteeship should be imposed over the public corporation, the City Council, by ordinance, after a public hearing held with notice to the public corporation, may petition the superior court to impose a trusteeship over the public corporation and to appoint the trustees therefore. B. The trustees appointed by the superior court shall take such actions as necessary during the trusteeship to achieve the object thereof as reasonable. The trustees shall have the power and public corporation to reorganize the public corporation and recommend amendment of its Charter and/or its Bylaws; suspend and/or remove public corporation officials, and manage the assets and affairs of the public corporation; and exercise any and all public corporation powers as necessary or appropriate to fulfill outstanding agreements, to restore the capability of the public corporation, to perform the functions and activities for which it is Chartered, to reinstate its credit or credibility with its creditors or obligees, and, if so authorized by the superior court, to oversee its dissolution. 13 5.97.180 Termination. If the City Council makes an affirmative finding that termination is warranted for any reason, the existence of the public corporation may be terminated by ordinance of the City Council at or after a public hearing, held with notice to the public corporation and affording it a reasonable opportunity to be heard and present testimony. 5.97.190 Dissolution—Statement. Upon enactment of an ordinance by the City Council for termination of the public corporation or upon adoption of a resolution by the public corporation for its own dissolution, the public corporation shall file a dissolution statement setting forth: A. The name and principal office of the public corporation; B. The debts, obligations and liabilities of the public corporation, including conditions of grants and donations, and the property and assets available to satisfy the same; the provisions to be made for satisfaction of outstanding liabilities and performance of executory contracts; and the estimated time for completion of its dissolution; C. Any pending litigation or contingent liabilities; D. The Board resolution providing for such dissolution and the date(s) and proceedings leading toward its adoption, whenever the dissolution be voluntary; and E. A list of persons to be notified upon completion of dissolution. 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. Upon satisfactory completion of dissolution proceedings, the City Council shall indicate such dissolution by inscription of"Charter canceled" on the original Charter of the public corporation, on file with the City Clerk and, when available, on the duplicate original of the public corporation, and the existence of the public corporation shall cease. The City Clerk shall give notice thereof to the secretary of state and other persons requested by the public corporation in its dissolution statement. 5.97.200 Dissolution—Assets. Upon dissolution of the public corporation and the winding up of its affairs, title to all remaining property or assets of the public corporation shall vest in the City for use for public purposes. 5.97.210 Insurance. The public corporation shall maintain in full force and effect public liability insurance in an amount no less than $2 million per occurrence 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 public corporation, naming the City, and its elected and appointed officials, officers, employees, agents and volunteers as additional insureds on an additional insured endorsement. 14 5.97.220 Unauthorized Representation. All persons who assume to act for the public corporation without authority to do so shall be liable for the debts and liabilities incurred or arising as a result thereof. 5.97.230 Ancillary Authority. The manager and City Clerk are granted all such power and authority as reasonably necessary or convenient to enable them to administer this chapter efficiently and to perform the duties imposed in this chapter. 5.97.240 Deposit of Public Funds. All moneys belong to or collected for the use of the public corporation, coming into the hands of any corporate official or officer thereof, 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 Board, by resolution, in investments which would be lawful for the investments of City funds. Section 2. The North First Street Public Development Authority is hereby created pursuant to RCW 35.21.730 - .755 and RCW 35.21.757 - .759. Section 3. The attached Charter and Bylaws for the North First Street Public Development Authority are hereby approved and adopted. Section 4. Severability/Validity. If any section, subsection, paragraph, sentence, clause or phrase of this ordinance is declared invalid or unconstitutional for any reason, such decision shall not affect the validity of the remaining portions of this ordinance. Section 5. Effective Date. This ordinance shall be in full force and effect 30 days after its passage, approval, and publication as provided by law and by the City Charter. PASSED BY THE CITY COUNCIL, signed and approved this day of , 2022. Janice Deccio, Mayor ATTEST: Sonya Clear Tee, City Clerk Publication Date: Effective Date: 15 CHARTER OF THE NORTH FIRST STREET PUBLIC DEVELOPMENT AUTHORITY TABLE OF CONTENTS ARTICLE I — Name and Seal Section 1.1 Name Section 1.2 Seal ARTICLE II —Authority and Limit on Liability Section 2.1 Authority Section 2.2 Limit on Liability Section 2.3 Mandatory Disclaimers ARTICLE III — Duration ARTICLE IV— Purpose ARTICLE V— Powers Section 5.1 Powers Section 5.2 Limitation on Power Section 5.3 Indemnification ARTICLE VI — Board of Directors Section 6.1 Board of Composition Section 6.2 Terms of Office Section 6.3 Officers and Division of Duties Section 6.4 Committees Section 6.5 Removal of Board Member ARTICLE VII — Meetings Section 7.1 Board Meetings Section 7.2 Open Public Meetings Section 7.3 Parliamentary Authority Section 7.4 Minutes ARTICLE VIII — Bylaws ARTICLE IX—Amendments to Charter and Bylaws Section 9.1 Proposals to Amend Charter and Bylaws Section 9.2 Vote Required for Amendments to Charter or Bylaws Section 9.3 City Council's Approval of Proposed Charter Section 9.4 Amendment of Bylaws ARTICLE X—Commencement ARTICLE XI — Dissolution ARTICLE XII —Approval of Charter 16 CHARTER OF THE NORTH FIRST STREET PUBLIC DEVELOPMENT AUTHORITY ARTICLE I Name and Seal Section 1.1 Name. The name of this Authority shall be the NORTH FIRST STREET PUBLIC DEVELOPMENT AUTHORITY(the "Authority"). Section 1.2 Seal. The Authority's seal shall be a circle with the name "North First Street Public Development Authority" inscribed therein. ARTICLE II Authority and Limit on Liability Section 2.1 Authority. The Authority is a public corporation organized pursuant to RCW 35.21.730 —755 and 35.21.757 - 759, as amended (the "Act"). Section 2.2 Limit on Liability. The Authority is an independent legal entity exclusively responsible for its own debts, obligations and liabilities.All liabilities incurred by the Authority shall be satisfied exclusively from the assets, credit, and properties of the Authority, and no creditor or other person shall have any right of action against or recourse to the City or its assets, credit, or services on account of any debts, obligations, liabilities, or acts or omissions of the Authority. Section 2.3 Mandatory Disclaimers. The following disclaimer shall be printed or stamped on all contracts, bonds and other documents that may entail any debt or liability by the Authority. The North First Street Public Development Authority is a public authority organized pursuant to the laws of the State of Washington, RCW 35.21.730 — 755 and 35.21.757 - 759. RCW 35.21.750 provides as follows: [A]ll liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission, or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority. ARTICLE III Duration The duration of the Authority shall be perpetual. 17 ARTICLE IV Purpose The purpose of the Authority is to provide a legal entity organized under RCW 35.21.730 — 755 and 35.21.757 - 759 to undertake, assist with and otherwise facilitate the acquisition, construction, development equipping, leasing, operation and maintenance of public benefit projects ("the Projects") within the PDA boundaries in order to assist the City of Yakima in its ability to improve the economic conditions in and around the PDA boundaries. The PDA boundaries are defined as follows: The southern boundary shall be Martin Luther King Blvd; The northern boundary shall be the Yakima River; The eastern boundary shall be North Second St; The western boundary between Yakima Ave and I Street shall be North Front Street; between I Street and the Yakima River,the western boundary shall be Gordon Rd, except that where Gordon Rd does not run parallel to N First Street, the western boundary shall be equidistant to the distance between N First Street and Gordon Rd. To the extent appropriate and consistent with the needs and objectives of the City, the Authority will acquire and manage real property, secure financing, undertake the construction and development of and otherwise accomplish all purposes required for development and operation of the Projects. To the extent appropriate and consistent with the needs and objectives of the City to facilitate or provide for the Projects, the Authority will undertake and accomplish all activities necessary or convenient for the development, operation and implementation of the Projects. For the purpose only of securing the exemption from federal income taxation for interest on obligations of the Authority, the Authority constitutes an authority and instrument of the City (within the meaning of those terms in regulations of the United States Treasury and ruling of the Internal Revenue Service prescribed pursuant to Section 103 of the Internal Revenue Code of 1998, as amended). ARTICLE V Powers Section 5.1 Powers. The Authority shall have and may exercise all lawful powers conferred by state law, this Charter, and its Bylaws, including but not limited to, the power to: A. own and sell real and personal property; B. contract for any corporate purpose with a government, individual, association or corporation; C. sue and be sued in its name; D. lend and borrow funds; E. do anything a natural person may do; F. perform all manner and type of community services and activities; G. provide and implement such municipal and community services and functions as the City may, by legislative or contractual action, direct; 18 H. transfer any funds, real or personal property interests or services; receive and administer federal and private funds, loans, gifts, real or personal property interests, goods, or services for any lawful public purpose; J. purchase, lease, exchange, mortgage, encumber, improve, use, transfer, grant security interest, and grant or acquire options in real or personal property; K. contract regarding income or receipts from real and personal property; L. issue negotiable bonds and notes in conformity with applicable provisions of state law in such principal amounts as in the discretion of the Board are necessary or appropriate to provide sufficient funds for achieving any purpose of the Authority, upon the condition that: 1. all bonds and notes, and liabilities occurring thereunder, shall be satisfied exclusively from the assets, properties and credits of the Authority; and 2. no creditor or other person may have any recourse to the assets, credit or services of the City, unless the City Council by legislative action expressly guarantee such bonds or notes; M. manage, on behalf of a government, any property acquired by such entity through gift, purchase, construction, lease, assignment, default or exercise of the power of eminent domain; N. recommend to appropriate governmental authorities public improvements, property purchases or transfers, and expenditures in areas of the City in which the Authority by its Charter has a particular responsibility; O. initiate, carry out and complete such improvements of benefit to the public, consistent with its Charter, as a government may request; P. recommend to a government such tax, financing, and security measures as the Authority may deem appropriate to maximize the public interest in activities in which the Authority by its Charter has a particular responsibility; Q. provide advisory, consultative, training, educational and community services and advice to individuals, corporations, associations and governmental agencies, with or without charge; R. invest and re-invest its funds; S. fix and collect charges for services rendered or to be rendered and establish the consideration, if any, for property transferred; T. name corporate officials, designate agents, and engage contractors or employees, prescribing their duties, qualifications and compensation; U. exercise and enjoy such other powers as may be authorized by law. Section 5.2 Limitation on Power. The Authority in all activities and transactions shall be limited in the following respects: A. The Authority has no power of eminent domain nor power to levy taxes or special assessments. B. The Authority 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. 19 1 . All liabilities incurred by the Authority shall be satisfied exclusively from the assets and credit of the Authority. 2. No creditor or other person may have any recourse to the assets, credit or services of the City on account of any debt, obligation, liability, act or omission of the Authority. C. Use of Funds. 1 . No funds, assets or property of the Authority may be used for any partisan political activity or to further the election or defeat of any candidate for public office. 2. No funds nor a substantial part of the activities of the Authority may be used for publicity or educational purposes designed to support or defeat legislation pending before the Congress of the United States, the Legislature of the State of Washington, or the Yakima City Council. 3. Notwithstanding subsections (1) and (2) of this section, funds may be used for representatives of the Authority to communicate with members of Congress, state legislators, city council members and county commissioners concerning funding and other matters directly affecting the Authority, so long as such activities do not constitute a substantial part of the Authority's activities. D. All funds, assets and credit of the Authority must be applied toward or expended upon services, projects, and activities authorized by its Charter. No part of the net earnings of the Authority may inure to the benefit of, or be distributable as such to, its directors or officers or other private persons, except the Authority is authorized and empowered to: 1. compensate its officials and others performing services for the Authority a reasonable amount for services rendered and reimburse reasonable expenses actually incurred in performing their duties; 2. assist its officials, as members of a general class of persons to be assisted by an Authority-approved project or activity, to the same extent as other members of the class as long as no special privilege or treatment accrues to such official by reason of status or position in the Authority; 3. defend and indemnify any current or former director or employee, and spouse and marital community thereof, against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon such director or employee in connection with or resulting from any claim, action or proceeding, civil or criminal, by reason of being or having been an official of the Authority, or by reason of any action alleged to have been taken or omitted by him as such official, so long as the official was acting in good faith on behalf of the Authority, and within the scope of duties imposed or authorized by law; 20 4. purchase insurance to protect and hold personally harmless any of its officials (including employees and agents) from any action, claim or proceeding instituted against the foregoing individuals arising out of the performance, in good faith, of duties for, or employment with, the Authority and to hold these individuals harmless from any expense connected with the defense, settlement or monetary judgment from such action, claim or proceeding; 5. sell assets for a consideration greater than their reasonable market value or acquisition cost, charge more for services than the expense of providing them, or otherwise secure an increment in a transaction, or carry out any other transaction or activity, as long as gain is not the principal object or purpose of the Authority's transaction or activity and the gain is applied to or expended upon services, projects and activities. E. The Authority may not issue shares of stock, pay dividends, make private distributions of assets, make loans to its directors or employees, or otherwise engage in business for private gain. Section 5.3 Indemnification. To the extent permitted by law, the Authority shall 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 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 attorneys' 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 lawful and in the Authority's best interests and if, in the case of any criminal proceedings, he or she has no reasonable cause to believe 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 matter of law or by contract or by vote of the Board of Directors. ARTICLE VI Board of Directors Section 6.1 Board Composition. Management of all Authority affairs shall reside in the Board. The Board shall be composed of seven members appointed by majority vote of the City Council upon nomination by the City Manager. Members shall be civic or business leaders with experience relevant to the purpose of the Authority in such fields as finance, government, real estate development, community development, community services, project management, or property management. Section 6.2 Terms of Office. The Term of Office for Authority Board members shall be four years, except that three members of the initial Board, whose selection is subject to City Manager discretion, shall serve an initial term of two years. Section 6.3 Officers and Division of Duties. The Authority shall have four officers. The same person shall not serve as both the Chair and any office responsible for the custody of funds and maintenance of accounts and finances. The initial officers of the Authority shall be the Chair, Vice-Chair, Treasurer, and Secretary. These officers shall be members of the Board. The Chair 21 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. Further duties of all officers may be provided for in the Bylaws. The Board shall oversee the activities of the corporate officers, establish and/or implement policy, participate in corporate activity, and shall have stewardship for management and determination of all corporate affairs. Section 6.4 Committees. The Board shall have the authority to appoint such advisory committees to the Authority as the Board may from time to time determine appropriate. The appointment of other committees shall be provided for in the Bylaws. Section 6.5 Removal and Replacement of Board Member. The City Council may by resolution remove any Board member. A vacancy or vacancies on the Authority Board shall be deemed to exist in case of death, disability, resignation, removal, or forfeiture of membership. Vacancies shall be filled by appointment in the same manner in which members are regularly appointed.Any person selected to fill a vacancy on the Board shall serve the balance of the term of the person being replaced. ARTICLE VII Meetings Section 7.1 Board Meetings. The Board shall meet as necessary but not less than two meetings each year. Special meetings of the Board may be called as provided in the Bylaws. Section 7.2 Open Public Meetings. All meetings of the Board shall be conducted consistent with the Open Public Meetings Act (OPMA), chapter 42.30 RCW. Notice of meetings shall be given in a manner consistent with the OPMA. At such meeting, any resident shall have a reasonable opportunity to address the Board either orally or by written petition. Voting by proxy is not permitted. Participation by a Board member by telephone or other electronic communication shall be permitted. Conduct of the meetings, including voting, shall be consistent with the OPMA. Section 7.3 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 of order of the Authority set forth in the Bylaws. Section 7.4 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. The Authority is required to maintain and provide in its office, and to the City Clerk, a compilation of all minutes and proceedings of the Board and resolutions of the Board. ARTICLE VIII Bylaws The initial Bylaws may be amended to provide additional or different rules governing the Authority and its activities as are not inconsistent with this Charter or state law. 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. 22 ARTICLE IX Amendments to Charter and Bylaws Section 9.1 Proposals to Amend Charter and Bylaws. Any Board member may introduce a proposed amendment to the Charter or to the Bylaws at any regular meeting or at any special meeting for which five days advance written notice has been given to members of the Board. Proposals to amend the Charter or Bylaws shall be presented in a format that strikes over material to be deleted and underlines new material. Section 9.2 Vote Required for Amendments to Charter or Bylaws. Resolutions of the Board approving proposed amendments to the Charter or Bylaws require an affirmative vote of a majority of the Board members voting on the issue, provided that such majority equals not less than four votes. Section 9.3 City Council and Approval of Proposed Charter. Future proposed Charter amendments adopted by the Board shall be submitted to the Yakima City Council for adoption and approval by Resolution. Section 9.4 Amendment of Bylaws. The initial Bylaws shall be approved by the City Council. Future Bylaw amendments shall be approved by the Authority and shall take effect ten days after the amendments have been filed with the City Clerk. ARTICLE X Commencement The Authority shall commence its existence effective upon approval of its Charter by the Yakima City Council as sealed and attested by the City Clerk. The Clerk shall give notice of the issuance of the Charter to the Secretary of State and furnish a copy thereof and of this ordinance upon request. ARTICLE XI Dissolution Dissolution of the Authority shall be in the form and manner required by state law. Upon dissolution, all assets of the Authority shall revert to the City of Yakima. ARTICLE XII Approval of Charter APPROVED by Ordinance No. adopted by the City Council of the City of Yakima, Washington on . ATTEST: Sonya Claar Tee, City Clerk 23 BYLAWS OF THE NORTH FIRST STREET PUBLIC DEVELOPMENT AUTHORITY ARTICLE 1. BOARD OF DIRECTORS 1.1 Power Management and control of the affairs of the North First Street Public Development Authority ("Authority"), organized pursuant to RCW 35.21.730 - .755 and RCW 35.21.757 - .759 as they currently exist and may be amended, shall reside in the Board of Directors (Board). 1.2 Number and Qualification There shall be seven voting directors of the Authority's Board as outlined in the Authority's Charter. 1.3 Duties of a Director Directors owe the Authority a number of duties. First, directors must act in good faith, meaning act with good intentions. Second, directors must act in the best interest of the Authority. Directors have a special fiduciary relationship with the Authority and have the duty to act for the benefit of the Authority, not for their own personal benefit. Third, directors must act with due care. As a fiduciary, the Board is entrusted with the Authority's money and must be careful with the use of those funds. Among other things, each director must evaluate existing programs to determine if they are run efficiently and examine financial statements to ensure the Authority has adequate funds to pay its debts and that those funds are being used to further the organization's goals and mission. Fourth, each director must act as an ordinarily prudent person would act. Directors are expected to use common sense and practical judgment, not necessarily be experts in every matter the Board considers. However, if a Board member has a particular expertise, then this person will be expected to utilize this greater knowledge and be held to this standard in her/his conduct. Fifth, each director has a duty to make reasonable efforts to ensure that the actions and operations of the director and the Authority comply with the applicable general laws as specified in RCW 35.21.759 and Section 1.1.4 herein. 1.4 Regular & Special Meetings The Board shall meet as necessary, but not less than two meetings each year. Special meetings of the Board may be called as provided in the Bylaws and pursuant to state law. 1.4.1 Open Public Meetings All meetings of the Board shall be conducted consistent with the Open Public Meetings Act (OPMA), RCW 42.30. Notice of meetings shall be given in a manner consistent with the OPMA. Voting by proxy is not permitted. 1.4.2 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 of order of the Authority set forth in the Bylaws. 24 1.4.3 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. The Authority is required to maintain and provide in its office, and to the Yakima City Clerk, a compilation of all minutes and proceedings of the Board and resolutions of the Board. 1.4.4 Applicability of General Laws The Authority is subject to general laws regulating local governments, multimember governing bodies, and local governmental officials, including, but not limited to, the requirement to be audited by the state auditor and various accounting requirements provided under chapter 43.09 RCW, the public record requirements of chapter 42.56 RCW, the prohibition on using its facilities for campaign purposes under RCW 42.17A.555,the open public meetings law of chapter 42.30 RCW, the code of ethics for municipal officers under chapter 42.23 RCW, and the local government whistleblower law under chapter 42.41 RCW. 1.5 Quorum At least four members of the Board must be present at any regular or special meeting to comprise a quorum. At all meetings, except as otherwise provided by law or these by-laws, a quorum shall be required for the transaction of any business. 1.6 Manner of Acting If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless the question is one upon which a different vote is required by express provision of law, the Charter, or these Bylaws. Provided, votes regarding (a) debt; (b) approval of the Budget; (c) employment of the Authority executive director; (d) cost allocations made prior to issuance of Bonds; and (e) acquisition, sale, transfer, disposal, lease or conveyance of any interest in real property owned by the Authority shall require an affirmative vote of a majority of the Authority Board. Each Board Member shall have an equal vote and have the right to vote in all Board decisions. 1.7 Participation by Telecommunication Directors may participate in a regular or special meeting of the Board by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting and participation by such means shall constitute presence in person at the meeting. 1.8 Board Committees The Board of Directors may, by resolution adopted by a majority of directors, designate from among its directors one or more committees, each of which must have two or more directors and shall be governed by the same rules regarding meetings, notice, waiver of notice, quorum, and voting as applicable to the Board of Directors. Each such committee shall have and may exercise only the authority specifically granted to it by the Board of Directors and these Bylaws. The designation of any such committee and the delegation thereto of authority shall not relieve 25 the Board of Directors, or any directors thereof, of any responsibility imposed by law on the Board of Directors. Additionally, the officers shall have the ability to appoint advisory committees to the Authority as from time to time determine appropriate. 1.9 Dissolution Dissolution of the Authority shall be in the form and manner required by state law, the Charter of the North First Street Public Development Authority, and these Bylaws. 1.10 Compensation No director shall receive any compensation, either by way of salary or fees for attendance at meetings or otherwise, nor shall any director be reimbursed for expenses, except pursuant to the authorization of the Board of Directors. ARTICLE 2. OFFICERS 2.1 Number and Qualifications The officers of the Authority shall be elected by the directors and shall include a Chair, a Vice-Chair, a Secretary, and Treasurer. Additional Officers, as deemed necessary by the Authority shall exercise only such powers and perform such duties as specifically delegated to them by the Board of Directors. Furthermore, unless specifically authorized by the Board of Directors, no "Additional Officers" shall have authority to sign documents on behalf of the Corporation. 2.2 Appointment and Term of Office The officers of the Authority shall be elected at the initial meeting of the directors, and thereafter annually, and shall hold office for one year or until their successors are elected and have qualified. Any officer may be removed at any time, with or without cause, by majority vote of the directors. The removal of a Board member from an office does not remove the member from the Board. Vacancies in any office shall be filled by majority vote of the directors for the unexpired term of the vacant office. 2.3 Chair The Chair shall preside at all meetings of the Authority, shall have general supervision of the affairs of the Authority, and shall perform such other duties as are incident to the office or are properly required of the Chair by the Authority. 2.4 Vice-Chair During the absence or disability of the Chair, the Vice-Chair shall exercise all the functions of the Chair. The Vice-Chair shall have such powers and discharge such duties as may be assigned to the Vice-Chair from time to time by the Authority. 2.5 Treasurer 26 The Treasurer shall have the custody of all monies and securities of the Authority and shall keep regular books of account. The treasurer shall oversee the disbursement of funds of the Authority in payment of the just demands against the Authority or as may be ordered by the Authority (taking proper vouchers for such disbursements) and shall render to the from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the Authority. The treasurer shall perform such other duties as are incident to the office or are directed by the Chair or by the Authority. 2.6 Secretary The Secretary shall issue notices for all meetings, except for notices of special meetings of the directors and the Authority which are called by the requisite number of directors, shall arrange and distribute minutes of all meetings, shall have charge of the seal and the corporate books, and shall make such reports and perform such other duties as are incident to the office, or are directed of the Secretary by the Chair or by the Authority. The Secretary shall be responsible for responding to requests for public records and to oversee the Authority's compliance with the public records disclosure requirements of the Public Records Act. 2.7 Temporary Transfer of Powers and Duties In case of the absence or illness of any officer of the Authority, or for any other reason that the directors may deem sufficient,the directors may delegate and assign, for a specified time, the powers and duties of any officer to any other director. ARTICLE 3. CONTRACTS, LOANS, CHECKS, DEPOSITS 3.1 Contracts The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Authority, and that authority may be general or confined to specific instances. 3.2 Loans No loans shall be contracted on behalf of the Authority and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. 3.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Authority shall be signed by the officer or officers, or agent or agents, of the Authority and in the manner as shall from time to time be prescribed by resolution of the Board of Directors. 3.4 Deposits All funds of the Authority not otherwise employed shall be deposited from time to time to the credit of the Authority in an Authority controlled financial account. The Treasurer and the Secretary will have signature rights to the account. 3.5 Loans to Directors and Officers 27 No loans shall be made by the Authority to any officer or to any director. ARTICLE 4. MISCELLANEOUS PROVISIONS 4.1 Books and Records The Authority shall keep correct and complete books and records of account, minutes of the proceedings of the Board of Directors and any committees designated by the Board of Directors, and such other records as may be necessary or advisable. 4.2 Fiscal Year The fiscal year of the Authority shall be the calendar year or such other fiscal year as may be determined by resolution adopted by the Board of Directors. 4.3 Amendments to these Bylaws The initial Bylaws shall be approved by the City and may be amended to provide additional or different rules governing the Authority and its activities as are not inconsistent with state law and Charter, and which are processed and approved as provided for in the 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. Future Bylaw amendments shall be approved by the Authority, processed as provided for in the Charter, Section 9.4, and shall take effect ten days after the amendments have been filed with the City Clerk. 4.5 Voting Requirement Unless specifically declared otherwise, all matters affecting the Authority may be determined by a vote of the directors at any regular or special meeting. These Bylaws APPROVED by Ordinance No. adopted by the City Council of the City of Yakima, Washington on . ATTEST: Sonya Claar Tee, City Clerk