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City Council Committees - Public Facilities Distict Board - 09/14/2007
SPECIAL MEETING Of the CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT Friday, September 14, 2007, 9:30 a.m. I. Call to Order a. Introductions—All b. Project Update — Ben Wolters i II. Organizational Structure—Tom Brubaker a. Purpose and Description of this PFD b. Financing Structure—Bob Nachlinger C. Boardmember Duties and Responsibilities III. Initial Meeting Action Items a. Enact By-laws—Motion b. Elect Officers—Motions c. Sales and Use Tax Imposition/Reallocation--Resolution d. Interlocal Agreement--Authorize e. Public Records Index Requirements Exemption— Resolution f. Travel Reimbursement Requirements—Resolution IV. Other Business V. Executive Session VI. Adjourn i I I i This Page Intentionally Left Blank i I Kent Events Center City Council Presentation July 26, 2007 I I Kent Events Center ❑ Actions since May Public Facilities Datrict �. Naming Rights i., Design Advisory Comauace Feralt I ThuMuebiNs Leasc I Licrnsc Agccmcnc u Marimom Allowablo Cimetmctica Cost ❑ Economic Impact Study ❑ Budget ❑ Next Steps ❑ Citizen Committee Recommendation ❑ Council Action I p ",.�}-• Kent naRh C.ae, 1 N 1 I mlaleu malnvO er Pelxuw oob-J paJ 06✓ �11— .—I m aam l—m) FoN JJ J v v�m Pueenem oe✓ TI-I luO MAIe P✓ e E., d JI.. Or✓ vra lS-w U--N.1ng oemml prI 0n ibuntlerblksLeau Pyreemem lFnill July Ju cc(uwl enl cen N 21.�oo7 snrrtmP JuN rsom ce.opa�„ntaov l�ti=a I Kent Events Center ❑ PFD (Public Facilities District) Formation y Membership implementation Kent Events Center ❑ Naming Rights 2 d i Kent Events Center c Design Advisory Committee Building Facade Entry Plaza � txri a fc i a1M� t=tn s e E - M t 3 Kent Events Center ❑ Permits r Environmental Impact Statement Downtown Design Review Special Use Combining District ^. National Pollutant Discharge Elimination System Department of Ecology Foundation Permit Kent Events Center ❑ Thunderbirds License/Lease Agreement Kent Events Center o Maximum Allowable Construction Cost(MACC)Agaeateeot Irc Apee.aea-,e en CllY xW IFe GCJCM(Geueiet Covmme/CovsWNo¢MumB+^') lutl¢Ui�u'+CeoonolCa¢¢u<uov - Ircl�tl��Covwuion CvynyeveY _ - ImIWee ENmuIDP Cou✓a4aary LJmof Wo3BILToUm ., Coouvu Cmi Sawiee mtl d4FmWeha6�alon Je<nJ w' v Key Milestone Data - rvai=e�ama.a ohamtlol CamPlaJw e lionl ComplaJrm o Based on Designand Scope �leillo�lax�oeliomiupy. : .' 4 Kent Events Center ❑Economic Impact v, Generates over$1 billion in overall economic activity Creates 138 pe rrumentjobs and 564 initial construction jobs re Generates approximately$600 million in local economic activity in Kent r Estimated$43 million in state sales lax over the next 30 - years Kent Events Center Events Center Economic Benefits ❑ Community economic activity over the 30 years: Building Revenues $ 330,000,000 Indirect Benefits 612,000,000 Construction activity 78,500,000 Total economic benefit $1,020,500,000 Community benefit per year $ 34,017,000 I Kent Events Center Events Center Economic Benefit over 30 Years o Direct economic benefits to the City: Construction sales tax $ 667,000 Sales tax on concessions 1,509,000 Sales lax on indirect spending 1,963,000 Admissions tax on tickets* 24710000 Direct tax benefits over 30 years $28,849 000 Annual benefit $ 961600 Job creation:short term 564 permanent 138 *Dedicated to debt retirement „ 5 Kent Events Center ❑ Project Costs Construction and Contingencies $59,000,000 Sales tax 4,776,333 Design,Project mgt.&other 7,093,601 FF&E 3 200 000 Total construction $73,869,866 Mitigation 2,112,000 Financing 2 600,200 Project Total $78,581,866 Kent Events Center ❑ Project Funding Capacity: Facility net revenues* $29,450,000 e Public Facilities District $20,740,000 Admissions tax $11,785,000 r- Capital budget&naming L-5t25 000 Total Project Funding $67,100,000 �Induder annua(namirzg Nghtspaymentr Kent Events Center ❑ Capital Projects Funds ❑ The following projects are recommended to be delayed for one year: Construct Wash.Ave.Fire Station $4,350,000 e Con ections Facility Improvements $4,050,000 ❑ Other funding sources Reduce repayment o CIP Fund $1,500,000 : Interest earned during construction $1 5 00 000 ❑ Total additional funding 511,400,000 6 i i Kent Events Center ❑ Next Steps L Council Approval ru,, Sign License Agreement with Thunderbirds - c- Sign Maximum Allowable Construction Cost :a Notice to Proceed E- Operator RFP c PFD Formation I Kent Events Center ❑ Seattle Thunderbirds ❑ Citizen Committee Recommendation Kent Events Center ❑ Questions ❑ City Council Action i 7 Kent Events Center ❑ Changes in project financing from the May estimate of$72,000,000 Interest Rate Changes ($3,750,000) Changes to License Agreement($1 150 000 Net Difference ($4,900,000) City of Kent -Existing and Proposed Debt and Available Funds 35 30 25 20 j 2A Ilable 15 ®E stio9J 70 5 0 . 8 i Kent Events Center City Council Workshop March 6, 2007 Imagine.1he City ofKnt, a place br Events and Entertainment l �I z The City of Kent Strategic Plan • February,2006,Kent City Council adopted a new strategic plan—one goal was..... y' To become a unique urban center" Create a regional events, conference,sports and tradeshow facility. a 1 Kent Events Center Entertainment Opportunities .. Concerts Trade Shows Sporting Events High School Graduations Ice Shows 'he And More. . . . . Kent Events Center Anchor Tenant A` Guarantee of 40 event nights per year Seattle Thunderbirds ownership-all local Current arena situation;Key Arena) 30-year history in Puget Sound/40-year history in e Western Hockey League(WHL) ' Players Non professional drafted from National #� Hockey League(NHL)top level — Each player receives one year of post secondary education for each year played — Players start as 16 or 17 year olds and leave as 19 or 20 year aids — Live and attend school in Kent —Players truly become a an of the community with dairy practice in Kent s Kent Events Center Seattle Thunderbird Lease Agreement —Lease Agreement Status �. !! w n . 1 A +d' e 6 2 I Kent Events Center Timeline OLESTONE TN4[TDPTE Rryad Manapex SebUon summat200sJ Elecomullanl SeleNon Swnmer2p06 J .011 cl salacllon FMy Fa02W6 J FmM1llecl's Prellmirery euEyel pttem4eryWfi' So Salecl General ConVaclor GL/LMf Lela Fell2pp6J Iocl Operalo,COnsudanl .12.11 I-ixe lnunaw4ktk lnle�lm Pgreenern FN120p6J Flnellxe TM1untleAiNa rea[e Ryreemenl Winter 300TJ GLILM Loel Eallmale Ary(paceEonSaM1emallcs) Winter 200' laane Gran Els W'nIx2007 J Eanv Pmau.emenLcommumen6Mny 1eaaunme) Mav 1.20or Ieaue FlVal E1s Ialo sp.ip2o0) unmarcal zcnirg Ppptovallspecialuecccm4ltutq mavlall Isle slot'zop] sign Mncc(Gnaxmeea WX Plk)(Dr COsWtmn tale spina 200>' comPlele conxlmeron Goamanl:loldFcnnda4onei Tale spmgzcm conauualnn srAW tales Ana 2007 Event cemer opening("aoP lte vuou^1 omoEnaAOp p Kent Events Center • Feasibility Studies by Brailsford and Dunlavey —Market Study —Financial Feasibility l —Economic Impact e Kent Events Center • Facility Impacts —Balifields —Traffic —Parking 9 3 Proposed Kent Events Center Ballfield Relocation Sites Kent Ice Centre 0 r �"r rt 9f r �+' X 4NC-.a•'lm Olnhex Fields M RnseaO Road Park Wilson Playflelds 1978 2002 Kent Station el 3 Borden PleNields Servloe Club Ballfields Y 970's Opening in 2007 f2 4 •Kent EventsCenter yy <ommonz Baseball/3okSdit Shod Term Relo:�h'on 5ifa 3 f�� �. �I � � x<mM•,vraMNesl.�l s<q�d•M,AJk�rol 12T 1 Ic MIIIGa4MWAle$AuI 19 ••• - Kent EventsCenter W ns5o�r5�HT m ReaMlan Slks f 1 S en!e F111 F`�mvnhry � ry v Long Term Plan Lighted multi-use synthetic turf facility(s)located on Kent School District or City of Kent site(s). 5a i Is 5 Kent Events Center • Environmental Impact Statement (EIS) • Public Outreach —Parking —Traffic —Storm Water —Wetlands —Draft EIS —Off Site Flood Storage 16 Kent Events Center Environmental Impact Statement —Parking —Traffic Traffic and Parking What did we study? • How event traffic would affect congestion at different times of the day. • How event traffic would affect congestion at over 20 intersections. • The effect of event traffic surges. • Where attendees and staff would park. • What pedestrian amenities would be needed. • How rail crossings would affect access and egress. • How traffic should be routed to clear after an event. 1B 6 Mitigation: Infrastructure and Operational Improvements • Add signals and improve access on James and 4th Widen sidewalks and add space for pedestrians • Improve RR crossing for pedestrians • Install directional signage • Delay event start times to 7:30 p.m. • Residential Parking Zone for North Park Police traffic control after large events I8 James Street Traffic �;m � Y• B •v'- � Y zo � F ' nym�• / �. I gut..•. � .;5 "i oo• O ] ow _ - o 7 Kent Events Center • LMN/PBK Architects —Design Process � pll c Design Pres' pogr w i0w� ©EI ®I nfitY .n J ry en ..z FBI 8 i fOP rx . L CONCEpiIIAL MMMOPN REFLE f rP; 4 1- I i. r.. ff 9 r 4 30 10 i 31 I �rc �l 11 Kent Events Center M. A. Mortenson Construction —Schematic Design •Contractor's Estimate 35 MORTENSON EXPERIENCE AND QUALIFICATIONS 1.Extensive experience in construction of Arenas and Sports Venues. 2.25 Washington State GC/CM delivery model projects. S.South Puget Sound experience and strong local subcontractor relations. 4.Use of technology and Building Information Modeling (BIM)for efficiency and conflict resolution. 5.Understanding of Owner's perspective and performing Total Cost of Ownership(TCO)analysis. 12 i Kent plan is worth hearing Page 1 of 3 SEATTLE POST-INTELLIGENCER http ://seattlepi . nwsource. com/virgin/303416_virginl3 . html Kent plan is worth hearing Tuesday, February 13,2007 By BILL VIRGIN P-1 COLUMNIST so you 've got Bellevue as a potential site for a new arena for the Sonics , and Renton hoping to land the arena as part of a massive new development there, and Seattle wondering what happens should one of its major professional sports teams skip town , turning KeyArena into the world ' s largest storage locker. who might be the winner in this tussle? How about Kent? Kent, you might have noticed, doesn 't have a professional sports franchise- scale arena , nor is it proposing to build one. what Kent does propose to build is a 6, 500-seat events center, along the lines of what Everett has , for which the anchor tenant would be the Seattle Thunderbirds hockey team (a team in the same league is the anchor for Everett' s arena) . whether by design or happenstance, Kent could wind up providing a model in miniature for what is supposedly the new wave of arena development, not just here but around the country: the anchor for an entertainment and retail district . Arenas are only partly about providing homes for nomadic sports franchises , although that ' s where most of the attention gets focused. while there' s always been an economic-development component to the justification for stadiums and arenas , increasingly the argument is not so much what such a building might do for the regional economy as a whole but what it might spur in one corner of town . i Instead of an arena that sits off by itself, surrounded by a sea of parking lots and used only at night and on weekends , the building and all the people brought in for games , concerts, trade shows , large meetings and the like provide a catalyst for revitalization of an existing district or new development . In Kent ' s case, the timeline has been flipped around. The new development, in the form of Kent station and its collection of restaurants and stores , is already in place, just one block away from the proposed site of the events center . The addition of an events center, however, could provide a nice complement for Kent station, with people coming to attend a game or a meeting , and wandering over before or after for a meal . The city of Kent has already brought on board a contractor, who is to deliver to city staff and council in early March an estimate of the construction cost (for both the arena and options for conference space) . "we see that as a real critical date, " says John Hodgson, Kent' s chief file ://C:\Documents and Settings\tlwhite\Local settings\Temporary . . . 9/13/2007 Kent plan is worth hearing Page 2 of 3 administrative officer. For Kent to make its opening date of October 2008, materials will have to be ordered soon and construction start in June. in the meantime the city is working on a lease with the T-birds and will soon start interviewing potential operators of the facility. There' s also a provision in the governor' s proposed budget for $3 million for the events center, and pending legislation to allow Kent to set up a public facilities district, Hodgson says . Even if the Sonics do wind up in Renton , Hodgson doesn 't see that as an impediment to what Kent wants . "It' s a very different facility" in terms of scale (18 ,000 to 20, 000 seats for the Sonics arena) and the events they would attract, he says . The sort of concerts and events that might go to Kent, he adds , might decide to play Everett as well . what will also be interesting to watch is how or whether an arena changes the nature of The Landing, the 68-acre development on former Boeing Co. property near the south end of Lake Washington in Renton , near where the arena might be built. So far Kent Station has the more enticing mix of restaurants and shops . The list of tenants for The Landing announced so far, such as Target, Staples and Sleep Country, has been somewhat underwhelming in comparison. . Although developers describe The Landing as an "urban village, " so far the mix seems to suggest a standard retail strip mall . Alex Pietsch , Renton ' s administrator for economic development, neighborhoods and strategic planning , says The Landing , at three times the size of Kent station , is emerging "as a bit of a hybrid , " with a section that looks much like a traditional retail development and another with a "strong urban entertainment core" that includes both housing and restaurants . one might argue that the Sonics are bailing out of an area that has much of what the new model of arena development is supposed to look like, what with KeyArena' s proximity to the lively "entertainment core" on lower Queen Anne. But public subsidies , improved lease terms and revenue opportunities and better access for attendees in a new building are enticing enough to encourage the Sonics to look elsewhere. whether the Sonics care much if they' re part of an entertainment district (particularly one that snares revenue that's not going to arena tenants and concessionaires) might be revealed if the team' s owners pick one of the proposed sites in Bellevue, which are well removed from the city' s retail and entertainment center. Meanwhile, there sits Kent , well out of the competitive battles among Seattle, Bellevue, Renton and Oklahoma City, with a much smaller, more financially manageable project, one that fits nicely with development already in place and which could be built and operating well before a Sonics playpen , which mans that for all those jokes made over the decades about Kent , it may well have the last laugh -- and the dollars first. P-I reporter Bi77 virgin can be reached at 206-448-8319 or bi77v7rgin6R5ea tt7epi. c0m. His co7umn appears Tuesdays and Thursdays. file://C:\Documents and settings\tlwhite\Local settings\Temporary . . . 9/13/2007 f Public Facilities District Financing Schedule 2007 2008 2009 2010 2011 2012 2013 Beg. Bal 0 59,285,000 124,844 310,305 769,444 1,233,663 1,693,437 PFD tax 235,000 850,000 sales tax included in building revenues City payment 300,000 300,000 300,000 300,000 300,000 300,000 300,000 Operating Inc. 0 3,229,615 3,314,341 3,348,380 3,390,469 3,447,013 Bond Proceeds 76,800,000 Interest 950,000 1,900,000 250,000 175,000 185,000 195,000 205,000 Total Revenue 78,285,000 3,050,000 3,779,615 3,789,341 3,833,380 3,885,469 3,952,013 Total Available 78,285,000 62,335,000 3,904,459 4,099,646 4,602,823 5,119,132 5,645,450 Debt Service 0 3,210,156 3,294,154 3,330,202 3,369,160 3,425,695 3,433,799 Capital Expense 19,000,000 59,000,000 300,000 End Bal. 59,285,000 124,844 310,305 769,444 1,233,663 1,693,437 2,211,652 2014 2015 2016 2017 2018 2019 2020 Beg. Bal 2,211,652 2,664,835 3,136,367 3,621,698 4,111,217 4,584,822 5,089,358 City payment 300,000 300,000 300,000 300,000 300,000 300,000 300,000 Operating Inc. 3,453,489 3,533,480 3,604,197 3,675,362 3,755,612 3,860,667 3,950,956 Interest 215,000 225,000 240,000 250,000 260000 275000 290000 Total Revenue 3,968,489 4,058,480 4,144,197 4,225,362 4,315,612 4,435,667 4,540,956 Total Available 6,180,140 6,723,315 7,280,564 7,847,060 8,426,828 9,020,489 9,630,314 Debt Service 3,515,305 3,586,948 3,658,866 3,735,843 3,842,006 3,931,131 4,038,085 Capital Expense End Bal. 2,664,835 3,136,367 3,621,698 4,111,217 4,584,822 5,089,358 5,592,230 2021 2022 2023 2024 2025 2026 2027 Beg. Bal 5,592,230 6,087,371 6,575,410 7,410,647 7,907,197 8,404,048 8,941,134 City payment 300,000 300,000 300,000 300,000 300,000 300,000 300,000 Operating Inc. 4,056,982 4,179,031 4,326,809 4,138,451 4,307,174 4,487,601 4,645,270 Interest 300000 315000 330000 345000 360000 375000 390000 Total Revenue 4,656,982 44794,031 4,956,809 4,783,451 4,967,174 5 162,601 5,335,270 Total Available 10,249,212 10,881,402 11,532,219 12,194,098 12,874,371 13,566,648 14,276,404 Debt Service 4,161,841 4,305,992 4,121,573 4,286,901 4,470,324 4,625,515 4,782,917 Capital Expense End Bal. 6,087,371 6,575,410 7,410,647 7,907,197 8,404,048 8,941,134 9,493,487 2028 2029 2030 2031 2032 2033 2034 Beg. Bal 9,493,487 9,681,778 10,227,374 10,774,287 11,329,307 11,855,846 15,824,862 City payment 300,000 300,000 300,000 300,000 300,000 300,000 300,000 Operating Inc. 4,800,544 5,332,088 5,521,336 5,724,643 5,937,202 6,198,537 2,969,940 Interest 400,000 415,000 430,000 450,000 470,000 420,000 440,000 Total Revenue 5,500,544 6,047,088 6,251,336 6,474,643 6,707,202 6,918,537 3,709,940 Total Available 14,994,031 15,728,866 16,478,710 17,248,930 18,036,509 18,774,383 19,534,803 Debt Service 5,312,253 5,501,493 5,704,423 3,919,623 6,180,663 2,949,521 2,993,527 Capital Expense End Bal. 9,681,778 10,227,374 10,774,287 11,329,307 11,855,846 15,824,862 16,541,276 Capital expenses from the renewal and replacement account have not been estimated. City Pro Forma - Project Funding $63.9 million Events Center Bonds - Sales Tax Funded Total Revenue Annual Outstanding Interest Annual Principal Total Debt Available Net for Year Principal Rate Interest Reoavment Interest Service for Debt Facili 2008 63,900,000 3.61% 0 0 797,822 797,822 874,000 76,179 2009 63,900,000 3.60c/o 2,520 70,000 797,822 867,822 913,000 45,179 2010 63,830,000 3.61% 3,971 110,000 795,302 905,302 954,085 48,784 2011 63,720,000 3.61% 5,415 150,000 791,331 941,331 997,019 55,688 2012 63,570,000 3.64% 7,280 200,000 785,916 985,916 1,041,885 55,969 2013 63,370,000 3.69% 9,225 250,000 778,636 1,028,636 1,088,769 60,134 2014 63,120,000 3.73% 11,563 310,000 769,411 1,079,411 1,137,764 58,354 2015 62,810,000 3.79% 14,023 370,000 757,848 1,127,848 1,188,963 61,116 2016 62,440,000 3.84% 16,704 435,000 743,825 1,178,825 1,242,467 63,642 2017 62,005,000 3.91% 18,964 485,000 727,121 1,212,121 1,298,378 86,257 2018 61,520,000 3.98% 22,487 565,000 708,157 1,273,157 1,356,805 83,648 2019 60,955,000 4.05% 25,920 640,000 685,670 1,325,670 1,417,861 92,191 2020 60,315,000 4.13% 29,943 725,000 659,750 1,384,750 1,481,665 96,915 2021 59,590,000 4.21% 33,259 790,000 629,808 1,419,808 1,548,340 128,532 2022 58,800,000 4.27% 35,868 840,000 596,549 1,436,549 1,618,015 181,467 2023 57,960,000 4.32% 38,448 890,000 560,681 1450,681 1,690,826 240,145 2024 57,070,000 4.37% 41,078 940,000 522,233 1,462,233 1,766,913 304,680 2025 56,130,000 4.41% 43,659 990,000 481,155 1,471,155 1,846,424 375,269 2026 55,140,000 4.45% 48,505 1,090,000 437,496 1,527,496 1,929,513 402,018 2027 54,050,000 4.47% 53,193 1,190,000 388,991 1,578,991 2,016,341 437,351 2028 52,860,000 4.48% 57,792 1,290,000 335,798 1,625,798 2,107,076 481,279 2029 51,570,000 4.49% 62,860 1,400,000 278,006 1,678,006 2,201,895 523,889 2030 50,170,000 4.50% 67,275 1,495,000 215,146 1,710,146 2,300,980 590,835 2031 48,675,000 4,51% 71,935 1,595,000 147,811 1,742,871 2,404,524 661,654 2032 47,080,000 4.52% 75,936 1,680,000 75,936 1,755,936 2,512,728 756,792 2033 45,400,000 4.52% 0 0 0 0 0 2034 45,400,000 4.53% 0 0 0 0 0 2035 45,400,000 4.53% 0 0 0 0 0 2036 45,400,000 4.53% 0 0 0 0 0 2037 45,400,000 4.53% 0 0 0 0 0 45,400,000 797,822 18,500,000 14,468,271 32,968,271 38,936,236 5,967,966 City Pro Forma - Project Funding $63,9 million Events Center Bonds LTGO -Taxable Portion Total Revenue Annual Outstanding Interest Annual Principal Total Debt Available Net for Year Principal Rate Interest Reoavment Interest Service for Debt Facili 2008 45,400,000 4.10% 15,999 390,000 391,764 781,764 2,355,615 1,650,029 2009 45,010,000 3.91% 16,435 420,000 375,765 795,765 2,401,341 1,650,754 2010 44,590,000 3.92% 17,069 435,000 359,331 794,331 2,394,295 1,648,748 2011 44,155,000 3.97% 18,050 455,000 342,262 797,262 2,393,450 1,651,876 2012 43,700,000 4.04% 19,616 485,000 324,212 809,212 2,405,129 1,651,886 2013 43,215,000 4.10% 19,270 470,000 304,596 774,596 2,364,719 1,650,257 2014 42,745,000 4.19% 21,793 520,000 285,326 805,326 2,395,716 1,648,743 2015 42,225,000 4.26% 24,060 565,000 263,533 828,533 2,415,233 1,647,816 2016 41,660,000 4.31% 26,319 610,000 239,473 849,473 2,432,895 1,647,065 2017 41,050,000 4.39% 29,874 680,000 213,154 893,154 2,457,234 1,650,338 2018 40,370,000 4.42% 33,388 755,000 183,279 938,279 2,503,862 1,649,231 2019 39,615,000 4.50% 37,125 825,000 149,892 974,892 ' 2,533,095 1,650,394 2020 38,790,000 4.54% 41,300 910,000 112,767 1,022,767 2,575,317 1,649,466 2021 37,880,000 4.58% 47,591 1,040,000 71,467 1,111,467 2,630,691 1,647,757 2022 36,840,000 4.59% 23,875 520,000 23,875 543,875 2,708,794 2,346,386 2023 36,320,000 4.65% 0 0 0 0 2,447,625 2,687,770 2024 36,320,000 4.65% 0 0 0 0 2,540,261 2,844,942 2025 36,320,000 4.69% 0 0 0 0 2,641,177 3,016,446 2026 36,320,000 4.73% 0 0 0 0 2,715,757 3,117,774 2027 36,320,000 4.71% 0 0 0 0 2,784,203 3,221,554 2028 36,320,000 4.72% 0 0 0 0 3,225,011 3,706,290 2029 36,320,000 4.73% 0 0 0 0 3,319,441 3,843,330 2030 36,320,000 4.74% 0 0 0 0 3,423,663 4,014,498 2031 36,320,000 4.75% 0 0 0 0 3,532,678 4,194,331 2032 36,320,000 4.76% 0 0 0 0 3,685,809 4,442,601 2033 36,320,000 4.76% 0 0 0 0 2,969,940 2,969,940 2034 36,320,000 4.72% 0 0 0 0 3,012,136 3,012,136 2035 36,320,000 4.72% 0 0 0 0 3,073,006 3,073,006 2036 36,320,000 4.72% 0 0 0 0 3,116,598 3,116,598 2037 36,320,000 4.72% 0 0 0 0 3,161,901 3,161,901 36,320,000 391,764 9,080,000 3,640,693 12,720,693 82,616,591 75,863,864 Bonds to be issued $45,400,000 9,080,000 20% taxable portion $9,080,000 s 2 S 2 4•.fi Q.0' Q' 80% tax exempt portion p p $36,320,000 Bonded Debt $63,900,000 tiQ State Capital $3,000,000 City Capital Funds $9,900,000 � Project total $76,800,000 Estimated project total $79,800,000 Project total from above $76 800,000 Projected shortfall $3,000,000 (unrepaid cost and interest earnings) $63.9 million Events Center Bonds LTGO -Tax Exempt Portion Total Revenue Annual Outstanding Interest Annual Principal Total Debt Available Net for Year Principal Rate Interest Repayment Interest Service for Debt Facili 2008 3.61% 1,630,569 1,630,569 1,650,029 19,460 2009 0 3.60% 0 0 1,630,569 1,630,569 1,650,754 20,186 2010 0 3.61% 0 0 1,630,569 1,630,569 1,648,748 18,179 2^v1I 0 3.61% 0 0 1,630,569 1,630,569 1,651,876 21,308 2012 0 3.64% 0 0 1,630,569 1,630,569 1,651,886 21,318 2013 0 3.69% 0 0 1,630,569 1,630,569 1,650,257 19,689 2014 0 3.73% 0 0 1,630,569 1,630,569 1,648,743 18,175 2015 0 3.79% 0 0 1,630,569 1,630,569 1,647,816 17,248 2016 0 3.84% 0 0 1,630,569 1,630,569 1,647,065 16,496 2017 0 3.91% 0 0 1,630,569 1,630,569 1,650,338 19,769 2018 36,320,000 3.98% 0 0 1,630,569 1,630,569 1,649,231 18,662 2019 36,320,000 4.05% 0 0 1,630,569 1,630,569 1,650,394 19,826 2020 36,320,000 4.13% 0 0 1,630,569 1,630,569 1,649,466 18,897 2021 36,320,000 4.21% 0 0 1,630,569 1,630,569 1,647,757 17,188 2022 36,320,000 4.27% 29,677 695,000 1,630,569 2,325,569 2,346,386 20,817 2023 35,625,000 4.32% 46,224 1,070,000 1,600,892 2,670,892 2,687,770 16,878 2024 34,555 000 4.11 55,499 1,270,000 1,554,668 2,824,668 2,844,942 20,274 2025 33,285,000 4.41% 66,150 1,500,000 1,499,169 2,999,169 3,016,446 17,277 2026 31,785,000 4.45% 74,093 1,665,000 1,433,019 3,098,019 3,117,774 19,755 2027 30,120,000 4.47% 82,472 1,845,000 1,358,927 3,203,927 3,221,554 17,627 2028 28,275,000 4.48% 107,968 2,410,000 1,276,455 3,686,455 3,706,290 19,835 2029 25,865,000 4.49% 119,210 2,655,000 1,168,487 3,823,487 3,843,330 19;843 2030 23,210,000 4.50% 132,525 2,945,000 1,049,278 3,994,278 4,014,498 20,220 2031 20,265,000 4.51% 147,026 3,260,000 916,753 4,176,753 4,194,331 17,579 2032 17,005,000 4.52% 165,206 3,655,000 769,727 4,424,727 4,442,601 17,874 2033 13,350,000 4.52% 105,994 2,345,000 604,521 2,949,521 2,969,940 20,420 2034 11,005,000 4.53% 113,024 2,495,000 498,527 2,993,527 3,012,136 18,610 2035 8,510,000 4,53% 120,951 2,670,000 385,503 3,055,503 3,073,006 17,503 2036 5,840,000 4.53% 128,426 2,835,000 264,552 3,099,552 3,116,598 17,046 2037 3,005,000 4.53% 136,127 3,005,000 136,127 3,141,127 3,161,901 20,774 0 1,630,569 36,320,000 37,344,561 73,664,561 74,213,835 568,735 36,320,000 Annual Net 18,958 i 62,196,496 $62.7 million Events Center Bonds LTGO - Combined Issue Total Revenue Annual Outstanding Interest Annual Principal Total Debt Available Net for Year Principal Rate Interest Repayment Interest Service for Debt Facili 2008 63,900,000 4.10°% 16,002 390,000 2,820,156 3,210,156 3,229,615 19,459 2009 63,510,000 3.87% 18,952 490,000 2,804,154 3,294,154 3,314,341 20,187 2010 63,020,000 3.86% 21,042 545,000 2,785,202 3,330,202 3,348,380 18,177 2011 62,475,000 3.88% 23,465 605,000 2,764,160 3,369,160 3,390,469 21,309 2012 61,870,000 3.93% 26,897 685,000 2,740,695 3,425,695 3,447,013 21,318 2013 61,185,000 3.96% 28,493 720,000 2,713,799 3,433,799 3,453,489 19,690 2014 60,465,000 4.02% 33,358 830,000 2,685,305 3,515,305 3,533,480 18,174 2015 59,635,000 4.07% 38,082 935,000 2,651,948 3,586,946 3,604,197 17,249 2016 58,700,000 4.12% 43,023 1,045,000 2,613,866 3,658,866 3,675,362 16,496 2017 57,655,000 4.19% 48,837 1,165,000 2,570,843 3,735,843 3,755,612 19,768 2018 56,490,000 4.23% 55,876 1,320,000 2,522,006 3,842,006 3,860,667 18,661 2019 55,170,000 4.30% 63,046 1,465,000 2,466,131 3,931,131 3,950,956 19,825 2020 53,705,000 4.36% 71,243 1,635,000 2,403,085 4,038,085 4,056,982 18,898 2021 52,070,000 4.42% 80,849 1,830,000 2,331,841 4,161,841 4,179,031 17,190 2022 50,240,000 4.35% 89,419 2,055,000 2,250,992 4,305,992 4,326,809 20,818 2023 48,185,000 4.32% 84,672 1,960,000 2,161,571 4,121,573 4,138,451 16,878 2024 46,225,000 4.37% 96,577 2,210,000 2,076,901 4,286,901 4,307,174 20,274 2025 44,015,000 4.41% 109,809 2,490,000 1,980,324 4,470,324 4,487,601 17,277 2026 41,525,000 4.45% 122,598 2,755,000 1,870,515 4,625,515 4,645,270 19,755 2027 38,770,000 4.47% 135,665 3,035,000 1,747,917 4,782,917 4,800,544 17,627 2028 35,735,000 4.48% 165,760 3,700,000 1,612,253 5,312,253 5,332,088 19,835 2029 32,035,000 4.49% 182,070 4,055,000 1,446,493 5,501,493 5,521,336 19,843 2030 27,980,000 4.50% 199,800 4,440,000 1,264,423 5,704,423 5,724,643 20,220 2031 23,540,000 4.51% 218,961 4,855,000 1,064,623 5,919,623 5,937,202 17,579 2032 18,685,000 4.52% 241,142 5,335;000 845,663 6,180,663 6,198,537 17,874 2033 13,350,000 4.52% 105,994 2,345,000 604,521 2,949,521 2,969,940 20,420 2034 11,005,000 4.53% 113,024 2,495,000 498,527 2,993,527 3,012,136 18,610 2035 8,510,000 4.53% 120,951 2,670,000 385,503 3,055,503 3,073,006 17,503 2036 5,840,000 4.53% 128,426 2,835,000 264,552 3,099,552 3,116,598 17,046 2037 3,005,000 4.53% 136,127 3,005,000 136,127 3,141,127 3,161,901 20,774 0 2,820,156 63,900,000 57,084,093 120,984,093 121,552,827 568,735 This Page Intentionally Left Blank i � O N O O O N O VI VI O m 0 0 0 0 0 b 0 0 0 0 0 0 0 �0 b V1 O O O O O O O O O O O N M m N bN p� i O O1n 000L1000 NNOOIIlOOp 0000000 0.O OOOOOOOOV1 Vl �m NIONTtim 7tiN M OOOVI OIDb m; T P N O 0U10000000 V10aO OOOOOO C;6 M MHM ofph OhPOWm ONNWt/fOOm NMV10 V1POl •N a1.N mb00cy�N OOONW WmO.i OfOP�+M Q ON PNyV1NtiM .i.v Vf Il1MOWNp NOlWN01 NM VION�NNWVIMm ba-.mNmV1 P OmutPN 'r . 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O VI b N P N tp 0 tO M Ot W N N O N o mT m m Im N .Ni m OPi t0 M y T V W N M t0 } o O o O O O O M O P q �D O t0 r• m M Ili P p{ Q O P IO OI VI Vl Vl i II W M m b MN tN(f d P M m N M tp } O O O V) 1n P O P M M O M M Ip N N Y 1D Vt P Y OR IA N M d V r'1 h N M b } O O O M M t0 W M NO 1/I 1p O m N P - O M H O 1 . 01 0 O rJ N Vi N O o ooln d M O P m M N N d COl N N MIO } O O O W O O O �O ON O V n b G O N C ry O GL1 O d V V d O C � 80 v x Y d W d 01 d.O N C o vro Porgy Ili m 0 m 0 L7 u This Page Intentionally Left Blank j I I THE CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT BYLAWS [ l 50812740.3 I DEX o 2E=�Tj Page ARTICLE I NAME AND SEAL;DEFINITIONS....................................................................................................I SECTION1.1 . NAME............................................................................................................................................I SECTION 1.2. DEFINITIONS.................................................................................................................................I ARTICLE II OFFICIAL SEAT AND PRINCIPAL OFFICE................................................................................1 SECTION 2.1 . OFFICIAL SEAT AND PRINCIPAL OFFICE........................................................................................1 ARTICLE III AUTHORITY AND LIMIT ON LIABILITY..............................................................I...................I SECTION3.1 . AUTHORITY...................................................................................................................................1 SECTION 3.2. LEMITONLIABILITY......................................................................................................................I SECTION 3.3. POWERS,DUTIES,AND LIMITATIONS............................................................................................I ARTICLEIV DURATION.........................................................................................................................................1 ARTICLEV PURPOSE.............................................................................................................................................2 ARTICLE VI BOARD OF DIRECTORS.................................................................................................................2 SECTION6.1 . BOARD..........................................................................................................................................2 SECTION 6.2. COMPOSITION OF THE BOARD.......................................................................................................2 SECTION6.3. VACANCIES...................................................................................................................................2 SECTION 6A. COMPENSATION AND EXPENSES....................................................................................................2 SECTION 6.5. TRAVEL REIMBURSEMENT............................................................................................................3 ARTICLEVII OFFICERS.........................................................................................................................................3 SECTION 7.1 . OFFICERS DESIGNATED.................................................................................................................3 SECTION 7.2. NOMINATIONS AND ELECTION OF OFFICERS.................................................................................3 SECTION 7.3 . TERM OF OFFICE...........................................................................................................................3 SECTION 7.4. POWERS AND DUTIES....................................................................................................................3 SECTION7.5. REMOVAL.....................................................................................................................................5 SECTION 7.6. VACANCIES...................................................................................................................................5 ARTICLE VHI EXECUTION OF INSTRUMENTS...............................................................................................5 SECTION 8.1 . EXECUTION OF INSTRUMENTS.......................................................................................................5 ARTICLE IX RECORDS AND REPORTS..............................................................................................................5 SECTION 9.1 . RECORDS OF CORPORATE MEETINGS AND DIRECTOR REGISTER..................................................5 SECTION 9.2. COPIES OF RECORDS.....................................................................................................................6 SECTION 9.3. BOOKS OF ACCOUNT.....................................................................................................................6 SECTION9.4. MONEY.........................................................................................................................................6 SECTION 9.5. INSPECTION OF BOOKS AND RECORDS..........................................................................................6 ARTICLEX MEETINGS...........................................................................................................................................6 SECTION 10.1 . REGULAR BOARD MEETINGS........................................................................................................6 SECTION 10.2. NOTICE OF REGULAR BOARD MEETINGS......................................................................................6 SECTION 10.3 . SPECIAL BOARD MEETINGS..........................................................................................................6 SECTION10.4. NOTICE TO THE CITY.....................................................................................................................6 .ciECiIO' i0. . MINUTES AND RECORDS.................................................... ' SECTION10.6. QUORUM.......................................................................................................................................7 SECTION 10.7. MEETINGS OPEN...........................................................................................................................7 SECTION 10.8. PARTICIPATION IN MEETINGS BY TELEPHONE...............................................................................7 SOSIT1403 i Page EDD E:X3z= E1E =D '-gt SECTION10.9. ROBERT'S RULES..........................................................................................................................7 ARTICLEXI COMMITTEES...................................................................................................................................7 SECTION 1 I.1 . ESTABLISHMENT OF COMMITTEES................................................................................................7 SECTION I I.2. APPOINTMENT AND TERMS OF COMMITTEE DIRECTORS...............................................................7 SECTION 11.3 . DURATION OF THE COMMITTEE....................................................................................................8 SECTION11.4. LIMITEDPOWERS...............................................................................................I..........................8 ARTICLE XII DISTRICT BOARD DIRECTOR CONDUCT...............................................................................8 SECTION12.1 . PUBLIC STATEMENTS....................................................................................................................8 SECTION 12.2. SHARING OF INFORMATION......................................................................................I....................8 SECTION 12.3 . CONFLICT OF INTEREST.................................................................................................................8 SECTION12.4, ATTENDANCE................................................................................................................................9 ARTICLE XIII INDEMNIFICATION OF DIRECTORS,EMPLOYEES,AND OFFICERS............................9 SECTION 13.1 . INDEMNIFICATION OF DIRECTORS,EMPLOYEES,AND OFFICERS...................................................9 ARTICLEXIV AMENDMENT OF BYLAWS........................................................................................................9 SECTION 14.1 . PROPOSALS TO AMEND BYLAWS ..................................................................................................9 SECTION14.2, BOARD CONSIDERAT10N OFPROPOSED AMENDMENTS.................................................................9 SECTION14.3 . VOTE REQUIRED FOR AMENDMENTS TO BYLAWS.........................................................................9 ARTICLE XV DISSOLUTION................................................................................................................................10 i ARTICLEXVI FISCAL YEAR...............................................................................................................................10 SECTION16.1 . FISCALYEAR..............................................................................................................................10 -Il- 50812740.3 E:D 0�3 z= E::F'--g ARTICLE I NAME AND SEAL; DEFINITIONS Section 1.1. Name. The official name of this organization is the City of Kent Special Events Center Public Facilities District, and may be referred to in these Bylaws as the "Public Facilities District" or"District' or"PFD." Section 1.2. Definitions. All capitalized terms used but not defined herein shall have the same meanings set forth in Ordinance No. [---j of the City Council of the City of Kent, adopted on [ ], 2007, creating the District(the "Formation Ordinance"). ARTICLE H OFFICIAL SEAT AND PRINCIPAL OFFICE Section 2.1. Official Seat and Principal Office. The official office of the City of Kent Special Events Center Public Facilities District will be located in 220 Fourth Ave. South, Kent, Washington, 98032, or at such other place as may be fixed from time to time by the Board of Directors by resolution. ARTICLE III AUTHORITY AND LIAM ON LIABILITY Section 3.1. Authori . The District is a public facilities district organized pursuant to Chapter 35.57 RCW and the Formation Ordinance. Section 3.2. Limit on Liability. Except as may be otherwise provided in one or more interlocal agreements with the City, all liabilities incurred by the District shall be satisfied exclusively from the assets, credit, and properties of the District, and no creditor or other person shall have any right of action against or recourse to the City of Kent (the "City"), to the State of Washington, to any other municipal corporation other than the District, or to any of their respective assets, credit, or services, on account of any debts, obligations, liabilities or act or omissions of the District. Section 3.3. Powers, Duties. and Limitations. The District shall have and may exercise all lawful powers conferred by State law and the Formation Ordinance, including the usual powers of a corporation for public purposes. ARTICLE IV DURATION The duration of the District shall be perpetual until dissolved in accordance with the State law and any interlocal agreement with the City. -1- i D E E:F=g ARTICLE V PURPOSE The purpose of the District is to provide a legal entity under Chapter 35.57 RCW and the Formation Ordinance for the sole purpose of pursuing the design, construction, ownership, operation, and/or financing of a regional center, specifically, a special events center for hockey and other public uses approved by the City, together with related parking facilities, to be located on James Street in Kent between 5`h Ave. South and the Union Pacific Railroad right-of-way, and any other lawful purposes approved by the City. To the extent appropriate and consistent with the District's specific purpose, the District may acquire and manage real property, including, but not limited to, ownership of all or a portion of a special events center, including parking facilities; secure financing; undertake or otherwise provide for the construction, development, management and/or operation of the special events center; and otherwise undertake and accomplish all activities and projects necessary for the special events center and enter into interlocal agreements and contracts for accomplishing the same. ARTICLE VI BOARD OF DIRECTORS Section 6.1. Board. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the District shall be managed under the direction of the Board of Directors (the "Board"). Section 6.2. Composition of the Board. As provided by law, the District shall be governed by a Board of Directors and the Board shall be made up of five directors ("Directors" or "members"). The appointment of Directors shall be as provided by Chapter 35.57 RCW and the Formation Ordinance. For the purpose of determining the length of terms of the initial members of the Board, the City Council has designated which initial member has been appointed for a one-year term, which has been appointed for a two-year term, which has been appointed for a three-year term, and which have been appointed for four-year terms. Section 6.3. Vacancies. Vacancies on the Board shall be filled by appointment by the City Council. A vacancy or vacancies on the Board shall be deemed to exist in the case of the death, disability, resignation or removal from office of any Board member as provided herein. Upon such an occurrence, the Board shall notify the City Clerk. Section 6.4. Compensation and Expenses. The Board may, by resolution, provide for their payment of their expenses, if any, of attendance at each meeting of the Board as well as for reimbursement of actual and necessary expenses for performing their dirties as provided by law. Any compensation received by Directors shall only be pursuant to the authority provided by, and consistent with, Chapter 35.57 RCW. -2- 50812740.3 D [ C Section 6.5. Travel Reimbursement. The Board shall, by resolution, establish the basic requirements governing methods and amounts of reimbursement payable to District officials and employees for travel and other business expense incurred on behalf of the PFD. ARTICLE VII OFFICERS Section 7.1. Officers Designated. The officers of the District shall be a Chair, Vice Chair, and Secretary, each of who shall be elected by the Board. In addition, the Treasurer of the District shall be the City of Kent Finance Director, serving as Treasurer of the District. No person may simultaneously hold more than one office. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the Board may prescribe. Section 7.2. Nominations and Election of Officers. The Board shall elect each of the officers (other than the Treasurer) from among its members. The officers shall be elected annually by the Board at the first regular meeting. Nominations shall be made from the floor. The election shall follow immediately thereafter. A nominee receiving a majority vote of those present -hall be decla'are elected. The Board at its organ national meeting shall elect the first officers of the Board. Vacancies in elective officers shall be filled immediately by regular election procedure for the unexpired portion of the term. Section 7.3. Term of Office. The elected officers shall immediately assume their positions at the conclusion of the elections and shall serve one year, or until a successor is elected. Section 7.4. Powers and Duties. a) Chair. The Chair shall be the chief executive officer of the District, and, subject to the direction and control of the Board, shall have the general supervision and charge over its property,business, and affairs. The Chair shall: (1) Preside over all meetings of the Board and exercise all the powers incident to the office, retaining however, the full right as a Director of the Board to have a vote recorded on all deliberations of the Board, to propose motions and to second motions; (2) Set agendas; (3) Call special meetings of the Board in accordance with the Bylaws; (4) Execute documents and notices relating to procedural affairs; -3- 50K1T140.3 [:D EFE� z= EF`9 (5) Sign and execute, in the name of the District, deeds, leases, bonds, contracts and other instruments duly authorized by the Board, and see to it that all action of the Board are properly taken; and (6) Generally shall perform all duties incident to the office of the Chair and such other duties as may from time to time be assigned to such office by the Board. b) Vice Chair. At the request of the Chair or in case of his or her absence or disability, the Vice Chair shall perform all duties of the Chair and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the Chair. In addition, the Vice Chair shall perform such other duties as may from time to time be assigned to that office by the Board or the Chair. The Vice-Chair shall retain the full right as a Director of the Board to have a vote recorded in all deliberations of the Board, to propose and to second motions. c) Secretary. The Secretary shall: (1) Certify and keep (or cause to be kept) at the office of the District, or at such other place as the Board may order, the original or a copy of the Bylaws, as they may have been amended; (2) Keep or cause to be kept at the office of the District, or at such other place as the Board may order, a book of minutes of all meetings of the Board, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and the proceedings thereat; (3) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (4) Exhibit at all reasonable times to any Director, upon request, the Bylaws and minutes of the proceedings of the directors of the PFD; and (5) Perform such other duties as are incident to his or her office or as are assigned to him or her by the Board or by the Chair. d) Treasurer. Subject to the direction of the Board and subject to applicable State law, the City of Kent Finance Director shall be the treasurer of the District (the "Treasurer") and shall: (1) Receive and have custody of all the funds and securities of the District; (2) Keep adequate records and correct amounts of the District's properties and business transactions; _4_ 50812740.3 ER3 Z::�� EF E--g (3) Render reports on the condition of the finances of the District at such times as may be required, and shall make a full annual financial report to be presented to the Board as directed by the Board; and (4) perform all duties of the office of Treasurer, including all duties incident to the office of chief financial officer, and such other duties as may from time to time be assigned to such office by the Board. e) Other Officers. In addition to the foregoing officers, the Board may, from time- to-time, elect such other officers as it may see fit, with such duties as the Board may deem proper. Section 7.5. Removal. Upon reasonable prior notice to all Directors of the alleged reasons for dismissal, the Board by an affirmative vote of the majority of all the Directors may remove any officer (other than the Treasurer) from his or her office (but not from his or her membership on the Board) whenever in its judgment the best interests of the District will be served thereby. Section 7.6. Vacancies. The Board shall fill any office that becomes vacant with a successor who shall hold office for the unexpired term and until his or her successor has been duly elected and qualified. A Director's failure to attend three consecutive meetings without being excused by the Chair shall be considered abandonment of office and the position shall be considered vacant. ARTICLE VIII EXECUTION OF INSTRUMENTS Section 8.1. Execution of Instruments. The Board may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or documents, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall will be binding upon the District. ARTICLE IX RECORDS AND REPORTS Section 9.1. Records of Corporate Meetings and Director Register. The District shall keep, at its principal office the following: records of all proceedings of the Board; a record of officers and Directors, including names and addresses; current Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of the Board; and any minutes which may be maintained by a committee of the Board; and such other records as may be maintained by the Board. Records may be written, or electronic if capable of being converted to writing. The records shall be open for inspection at any reasonable time by any Director and by any member of the public to the extent required under applicable law. The District shall provide -5- 50812J40.3 E:D E::F13 E:P` no less than 90 days' written notice to the City Clerk prior to the destruction of any books and records. Section 9.2. Copies of Records. Any person dealing with the District may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board, when certified by the Chair or Secretary. Section 9.3. Books of Account. With the assistance and under the direction of the Treasurer, the District shall keep appropriate and complete books of account. Section 9.4. Monev. All money received by the District for any purpose whatsoever shall be deposited in an account or accounts in any commercial bank or other financial institution permitted by state law, and all withdrawals from such account shalt be by check or warrant and to be signed by an officer or officers of the District as may be from time-to-time designated by the Board. Funds may be combined or commingled with funds held by the City of Kent for purposes of management and investment, but shall continue to be accounted for separately. Section 9.5. Inspection of Books and Records. All books and records provided for by statute shall be open to inspection of the Directors and members of the public from time to time upon reasonable notice. ARTICLE X MEETINGS Section 10.1. Regular Board Meetings. Regular meetings of the Board shall be held at such times and at such places as may be prescribed by resolution of the Board. The Chair shall have the authority to change the location of a meeting upon notice to the Directors. If a regular meeting falls on a legal holiday, that meeting shall automatically be held on the next day which is not a holiday unless the Board, by formal action sets a special meeting day. A quorum of the Board may, at any regular meeting, substitute another day for the regular meeting of the following month and shall cause notice to be given thereof in the manner provided for notice of a special meeting. Notwithstanding the foregoing or any of the provisions of Section 10.2 through 10.5, the District shall hold meetings and shall give notice of meetings in accordance with State law, as it may change from time to time. Section 10.2. Notice of Regular Board Meetings. Notice and conduct of the regular meeting shall be consistent with Chapter 42.30 RCW. Section 10.3. Special Board Meetings. Special meetings of the Board may be held at places at times when called by the Chair or a majority of the members of the Board, all consistent with the provisions of Chapter 42.30 RCW. Section 10.4. Notice to the City. Notice of all meetings and minutes of all meetings of the Board shall be given to the City Clerk. -6- 50812740.3 EDD EFE� EFE-g Section 10.5. Minutes and Records. A record of proceedings of all official meetings shall be recorded and made a part of a permanent public record. The agenda, with a record of action taken and attendance, shall constitute the record of proceedings. A copy of the record of proceedings taken at any meeting shall be provided to anyone on request. The minutes of all Board meetings shall include, except in cases of unanimity, a record of individual votes on all matters requiring Board concurrence. Section 10.6. Quorum. The presence of three Directors at a meeting shall constitute a quorum and shall be necessary for the transaction of any business, except that a lesser number may adjourn any meeting from time to time until a quorum is obtained, and no further notice thereof need be given. The Directors present at a duly organized meeting may continue to transact business at such meeting and at any adjournment of such meeting, notwithstanding the withdrawal of enough Directors from either meeting to leave less than a quorum. Section 10.7. Meetings Open. All regular and special meetings of the Board shall be open and the public shall be permitted to attend, except that the Board may meet, deliberate, and take action in an Executive Session as authorized by State law. Section 10.8. Participation in Meetings by Telephone. Directors of the Board, or directors of a committee of Directors may participate in their respective meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting, including members of the general public, can hear each other at the same time. Participation in a meeting by conference telephone shall constitute presence in person at such meeting. Section 10.9. Robert's Rules. Meetings of the Board shall be conducted as determined by the Chair. However, upon the request of any Director, any meeting of the Board or any District committee shall be conducted in accordance with Robert's Rules of Order. Meetings shall also be held in accordance with applicable State law. ARTICLE XI COMMITTEES Section 11.1. Establishment of Committees. The Chair may, from time to time, establish a committee of the Board to carry out certain specific duties or functions as the Board or the Chair deems advisable. The Chair may appoint or recommend its Directors to outside committees. The designation of any such committee and the delegation thereto of authority shall not operate to relieve any Director of any responsibility imposed by law. The Chair may also establish ad hoc committees or task forces, including members of the public, to assist the Board on specific matters. Section 11.2. Appointment and Terns of Committee Directors. The Chair of the Board shall appoint the Directors of each committee and shall name the chair of each committee. -7- 50812]a0.3 D E:R3 z= E::Fc--g Section 11.3. Duration of the Committee. The committee shall complete its assigned tasks expeditiously and report its findings to the entire Board. Section 11A. Limited Powers. No standing or special committee shall have the power to commit the District to any action without approval by the Board. ARTICLE XII DISTRICT BOARD DIRECTOR CONDUCT Section 12.1. Public Statements. While any Director has a right to express personal views and opinions pursuant to constitutional guarantees of freedom of speech, statements purporting to represent the view or pronouncements of the Board or the District or committees thereof shall not be made in advance of the Board's final determination of the matter, except as directed or authorized by a majority of the entire Board at any special or regular meeting or public hearing. The Board may appoint one of its Directors to issue such statements as the Board deems necessary. In the absence of any such appointment, the Chair shall serve as the spokesperson for the Board. This shall not prejudice the right of any dissenting Directors to express their minority position. Directors shall refrain from disclosing confidential information of the District. Section 12.2. Sharing of Information. It is in the public interest that, to the greatest extent possible, all Directors of the Board should be aware of and act upon the information that is available to other Directors. Therefore, all Directors are encouraged to place upon the record of the District, the substance of information concerning all matters that come before the Board for action. Section 12.3. Conflict of Interest. If it shall appear to any Director at any time that a conflict of interest problem with respect to a matter pending before the Board exists, it shall be the Director's duty to openly state the nature of such conflict, and refrain from participating in any subsequent deliberation of the Board and the decision-making process with respect to the matter. In the event a question arises concerning whether a conflict of interest issue exists, the same shall be determined by a majority vote of the total Board, with the Director in question being allowed to vote. Notwithstanding the foregoing, action of the Board and the Directors shall at all times be consistent with applicable State law governing conflicts of interest, including without limitafion Chapter 42.23 RCW. Section 12.4. Attendance. Regular attendance of scheduled regular or special meetings is important and critical to the operation of the District. Each Director is responsible for notifying the Chair when a scheduling conflict arises that prevents them from attending a scheduled meeting. In the event that a Director cannot actively participate in scheduled regular or special meetings, the Director should consult with the Chair to determine if their absence can be accommodated. -g- 50812]40.3 :1D E13 Eli��= `g ARTICLE XIII INDEMNIFICATION OF DIRECTORS,EMPLOYEES,AND OFFICERS Section 13.1. Indemnification of Directors, Employees, and Officers. To the extent permitted by law, the District shall protect, defend, hold harmless and indemnify any person who becomes a Director of the Board, or employee of the District, and is a party, or is threatened to be made a party, to a proceeding, by reason related to that person's conduct as a Director, an officer or employee of the District, against judgment, 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 in the District's best interests; and if, in the case of any criminal proceedings, he or she had no reasonable cause to believe his or her conduct was unlawful. The indemnification protection provided herein shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract or by vote of the Board. The Board may purchase and maintain appropriate insurance for any person to the extent provided by applicable law. The District may grant a request by such person that the attorney of the District's choosing be authorized to defend said claim, suit or proceeding; and the costs of defense, attorneys' fees, and any obligations for payment arising from such action may be paid from the District's funds. ARTICLE XIV AMENDMENT OF BYLAWS Section 14.1. Proposals to Amend Bylaws. Proposals to amend the Bylaws shall be presented in a format that strikes over material to be deleted and underlines new material. Any Board member may introduce a proposed amendment to the Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting of which 15 days' advance notice has been given. Section 14.2. Board Consideration of Proposed Amendments. If notice of a proposed amendment to Bylaws, and information including the text of the proposed amendment and a statement of its purpose and effect, is provided to members of the Board 10 days prior to any regular Board meeting or any special meeting of which advance notice has been given, then the Board may vote on the proposed amendment at the same meeting as the one at which the amendment is introduced. If such notice and information is not so provided, the Board may not vote on the proposed amendment until the next regular Board meeting or special meeting of which 20 days' advance notice has been given and at least 10 days prior to which meeting such notice and information is provided to Board members. Germane amendments to the proposed amendment within the scope of the original amendment will be permitted at the meeting at which the vote is taken. Section 14.3. Vote Required for Amendments to Bylaws. Resolutions of the Board approving proposed amendments to the Bylaws require an affirmative vote of a majority of the Board members then in office. Additionally, proposed amendments to Article V - Purpose shall require the approval of the Kent City Council. -9- 50812]40.3 [:D D13 E:Fc-g Section 14.4. Amendments to Indemnification and Amendments Affecting Contracts. No amendment to these Bylaws shall retroactively reduce or eliminate the indemnification provisions of Article XIII. In addition, no amendment shall impair any existing contract or obligation of the District. ARTICLE XV DISSOLUTION If the Board makes an affirmative finding that dissolution is necessary or appropriate because the purposes of District may not be fulfilled for any reason, or for any other cause the Board may adopt a resolution requesting commencement of the dissolution of the District pursuant to chapter 53.48 RCW PPr gther applicable law. However, the District shall not commence dissolution proceeding with}oncurrence by the City Council by resolution. --PARTICLE XVI FISCAL YEAR Section 16.1. Fiscal Year. The Fiscal Year of the District shall begin January 1 and end December 31 of each year, except the first fiscal year, which shall run from [ ], to [ 1. APPROVED this _day of , 2007. By: Its Chair i By: Its Secretary I -10- 50812]40.3 This Page Intentionally Left Blank RESOLUTION NO. CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT A RESOLUTION of the City of Kent Special Events Center Public Facilities District imposing a sales and use tax pursuant to the authority granted by RCW 82.14.390. RECITALS A. The Kent Special Events Center Public Facilities District, a Washington public facilities district duly organized and existing under the laws of the State of Washington (the "District"), was created by the City of Kent, Washington (the "City") pursuant to Ordinance No. 3852, on August 7, 2007, all in accordance with chapter 35.57 of the Revised Code of Washington ("RCW"). The boundaries of the District are coextensive with the boundaries of the City. B. The District was formed for the sole purpose of assisting in the financing of the design, construction, ownership, and/or operation of a regional center comprised of a multi-purpose arena for hockey and other public uses, together with related parking facilities (a "Multi-purpose Arena"), individually or in cooperation with any other governmental and/or private entities as allowed by law. C. The Board has approved the execution of an interlocal agreement between the District and the City (the "Interlocal Agreement'), under which the District will help finance the Multi-purpose Arena, and under which the City will design, construct, own and operate the Multi-purpose Arena jointly for the District and the City. 1 Imposition of Sales and Use Tax D. The District has been authorized, under RCW 82.14.390, to collect from those persons who are taxable by the State of Washington under chapters 82.08 and 82.12 RCW, the portion of the sales and use tax in the maximum amount allowed by law, upon occurrence of any taxable event within the District to be collected at the earliest date allowed by the law. E. The amount of sales and use taxes collected for the District will be deducted from sales and use tax amounts that would otherwise be paid to the Washington State Department of Revenue, so that there will be no net increase in the total amount of sales and use taxes paid by consumers within the boundaries of the District. F. The District is required to use the sales and use taxes it collects to acquire, construct, own, remodel, maintain, equip, re-equip, repair, finance or operate regional centers as defined in RCW 35.57.020 within the District, and the Multi-purpose Arena constitutes such a regional center. G. The Board of Directors now determines that it is appropriate to establish and impose the sales and use tax authorized by RCW 82.14.390 at the rate of 0.033 percent, such sales and use tax that is to be deducted from the amount of tax otherwise required to be collected and paid over to the State Department of Revenue under chapters 82.08 and 82.12 RCW. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT: RESOLUTION SECTION 1. — Findings. The forgoing recitals are adopted by the Board as its findings as if each was set forth herein. SECTION 2. — Imposition of Sales and Use Tax. As authorized by RCW 82.14,390, there is hereby imposed a sales and use tax at the rate of 0.033 percent of the selling price in the case of a sales tax or the value of the article used in the case of a use tax. Pursuant to RCW 82.14.390, the 'tax imposed under 2 Imposition of Sales and Use Tax this section shall be collected from those persons who are taxable by the State under chapter 82.08 RCW - Retail Sales Tax, and chapter 82.12 RCW - Use Tax, upon the occurrence of any taxable event within the boundaries of the District. The tax imposed under this section shall be deducted from the amount of tax otherwise required to be collected or paid over to the Washington State Department of Revenue under chapters 82.08 and 82.12 RCW, and that Department shall perform the collection of such taxes at no cost to the District. The tax imposed under this section shall expire when bonds issued by the City of Kent for the construction of the Multi-purpose Arena have been retired, but not more than twenty-five years after the tax is first collected. i SECTION 3, - Sales and Use Tax Proceeds. Proceeds of the sales and use tax imposed by this resolution shall be collected by the Washington State Department of Revenue and paid over to the District, to be set aside and applied by the District to be used only for those purposes authorized by State law, specifically, either to be paid to the City consistent to the Interlocal Agreement for the purpose of providing for part of the cost of designing, constructing, owning, and operating the Multi-purpose Arena, and/or to provide part of the debt service on District bonds or other obligations issued to provide for part of such costs. If at any time the District determines that it is not feasible to apply the taxes collected pursuant to this resolution for an authorized purpose, then money not validly expended for the purposes authorized by State law shall be returned to the Washington State Department of Revenue. SECTION 4. - Authorization to Act and Enter into Agreements. The Chair and any other officer of the District is authorized, jointly and severally, to do any and all things and to execute and deliver any and all documents, agreements, and certificates and other instruments which they may deem necessary or advisable in order to carry out, give effect to, and comply with the terms and intent of this resolution and any other documents executed and delivered pursuant to the authority granted in this resolution. Any such actions heretofore taken by such officers are hereby ratified, confirmed, and approved. 3 Imposition of Sales and Use Tax SECTION 5. — Remit Resolution to Department of Revenue. The Secretary of the Board shall transmit, or cause to be transmitted, a copy of this resolution to the Washington State Department of Revenue. SECTION 6. — Effective Date and Ratification. This resolution shall be in full force and effect from and after [September] 1, 2007. Any action taken consistent with the authority of this resolution, after its passage but prior to its effective date or the effective date of the formation of the District, is ratified, approved, and confirmed. ADOPTED this day of 2007. Chair P:\CM I\Fi les\open H les\1071\Pu bl icFadliti esDistridVrnposltion SalesandUseTax-Resoluti on.DOC 4 Imposition of Sales and Use Tax I I RESOLUTION NO. CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT A RESOLUTION of the City of Kent Special Events Center Public Facilities District authorizing the execution and delivery of an interlocal agreement and related documents and authorizing certain other actions in connection therewith. RECITALS A. The City of Kent Special Events Center Public Facilities District, a Washington public facilities district duly organized and existing under the laws of the State of Washington (the "District"), was created by the City of Kent, Washington (the "City") pursuant to Ordinance No. 3852, enacted by the City on August 7, 2007, all in accordance with chapter 35.57 of the Revised Code of Washington ("RCW"). B. The District has been authorized under RCW 82.14.390 and by the City to collect from those persons who are taxable by the State of Washington under chapters 82.08 and 82.12 RCW, the portion of the sales and use tax in the maximum amount allowed by law upon occurrence of any taxable event within the District to be collected at the earliest date allowed by the law (the "sales and use taxes"). C. The District is required to use the sales and use taxes it collects to acquire, construct, own, remodel, maintain, equip, re-equip, repair, finance, or operate regional centers as defined in RCW 35.57.020 within the District (each, a "Regional Center"). 1 Ynteriocai Agreement Authorization D. The District elected to collect the sales and use taxes pursuant to Resolution No. adopted by the Board of Directors of the District on September , 2007. E. The District is authorized under chapter 39.34 RCW for the joint provision and operation of regional centers, and to contract with one or more other public agencies to perform any governmental service, activity, or undertaking which each public agency entering into the contract is authorized by law to perform. F. The District and the City intend to enter into an Interlocal Agreement substantially in the form of the attached and incorporated Exhibit A, (the "Interlocal Agreement") to provide for the financing, design, construction, ownership, and operation of a special events center for hockey and other public uses, together with related parking (the "Special Events Center"). Pursuant to the Interlocal Agreement, the District will agree to contribute proceeds from the sales and use taxes to the City, or to issue bonds and other obligations payable from those taxes and City payments, to provide for all or a portion of the costs of designing, acquiring, constructing, owning, maintaining, and operating the Special Events Center that constitute costs of a regional center. G. The City also intends to enter into the Interlocal Agreement for the purpose of setting forth the City's and the District's mutual agreements and undertakings by which they will cooperatively undertake to finance, acquire, construct, own, and operate the Special Events Center. H. Upon the City's request, the District will issue bonds in one or more series (the "Bonds") for the purpose of financing, among other things, the design, r acquisition, and construction of the Special Events Center. Alternatively,'. e City determines that it is most efficient for the City to issue bonds payable In whole or in t�AV part from intergovernmental payments of District sales and use tax proceeds, l�,.•�' the District would transfer to the City or its assignee for the purpose of assisting in the financing, construction, and operation of the Special Events Center. 2 Interlocal Agreement Authorization f- NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT: RESOLUTION SECTION 1, - Findings. The Board adopts the foregoing recitals as its findings if each was set forth herein. SECTION 2, - Interlocal Agreement Authorized. The form of Interlocal Agreement, attached and incorporated as Exhibit A, is approved. The Chair of the Board is authorized and directed, for and on behalf of the District, to execute and deliver the Interlocal Agreement in substantially the form attached as Exhibit A, with such changes therein as the Chair may require or approve so long as such changes are consistent with the purposes of this resolution. SECTION 3, - Authorization to Act and Enter into Agreements. The Chair and any other officer of the District is authorized, jointly and severally, to do any and all things and to execute and deliver any and all documents, agreements, and certificates and other instruments which they may deem necessary or advisable in order to carry out, give effect to, and comply with the terms and intent of this resolution and any other documents executed and delivered pursuant to the authority granted in this resolution. Any such actions heretofore taken by such officers are hereby ratified, confirmed, and approved. i 3 Interlocal Agreement Authorization i SECTION 4, — Effective Date and Ratification. This resolution shall be in full force and effect from and after its adoption. Any action taken consistent with the authority of this resolution, after its passage but prior to its effective date or the effective date of the formation of the District, is ratified, approved, and confirmed. ADOPTED this day of September, 2007. Chair P:\Civi I\Files\Open Fi les\107 1\Publ i cFacilitiesD!strict\ApproveInterl ocalAgreement-Resol utl on.D 00 4 Interlocal Agreement Authorization EXHIBIT A FORM OF INTERLOCAL AGREEMENT i 50813390.4 INTERLOCAL AGREEMENT FOR DEVELOPMENT OF SPECIAL EVENTS CENTER This Interlocal Agreement ("Agreement") is entered into by and between the City of Kent, a city duly organized and existing under and by virtue of the laws of the state of Washington (the "City") and the Kent Special Events Center Public Facilities District, a municipal corporation duly organized and existing under and by virtue of the laws of the state of Washington, established by the City of Kent (the "District"). RECITALS 1. The City Council of the City (the "City Council"), by Ordinance No. effective 2007, established the District for City purposes, pursuant to Chapter 35.57 RCW, to assist in the design, construction, ownership, financing and operation of a regional center defined under RCW 35.57.020 (a "Regional Center"), specifically, as a multi- purpose arena for hockey and other public uses, together with related parking facilities (a "Special Events Center"); and 2. The City and the District have determined to proceed with the development of a the Special Events Center to serve a regional population and to serve local and regional business, community, family entertainment, youth, performance sport, recreation and athletic organizations, to promote economic development and to further the revitalization of business, financial and commercial interests within the City; and 3. The District has imposed or will impose, under the authority of RCW 82.14.390, a Sales and Use Tax at the rate of 0.033 percent of the selling price or value of any article sold or used within the corporate limits of the District (which limits are coextensive with the boundaries of the City) to support the development of the Special Events Center; and 4. Money received by the District under the authority of RCW 82,14.390 must be used for the acquisition, financing, design, construction, operation and maintenance of a Regional Center and related parking facilities as defined by RCW 35.57.020 and must be matched with an amount, from other public or private sources, equal to 33 percent of the amount collected by the District under RCW 82.14.390; and S. The City has previously retained consultants and a general contractor/construction manager to proceed with the des gin and construction ns alctioso neof aat Special the Events Center to be located on City-owned property, Y terms of a long-term license agreement with Thunderbird Hockey Enterprises, LLC for the use of the Special Events Center for Western Hockey League games; and 6. The District desires to participate jointly with the City in the development of the Special Events Center, specifically, to provide financing for part of the cost of that facility; and 7. The City and the District have the authority to enter into interlocal agreements under chapter 39.34 RCW for joint and cooperative action, including provisions to finance joint or cooperative undertakings, multi-purpose community centers, regional centers and other facilities and to provide for services to be provided by one government to another; and INTERLOCAL AGREEMENT FOR DEVELOPMENT OF SPECIAL EVENTS CENTER- 1 i 8. The City and the District have the authority, pursuant to applicable provisions of state law, including chapters 35.57 RCW and RCW 82.14.390, to jointly acquire, design, construct, own, remodel, maintain, equip, re-equip, repair, finance and operate a Regional Center, including related parking facilities; and these agencies propose to use one or more interlocal agreements to make effective and efficient use of the powers and authorities granted to them to construct, own and operate Regional Centers such as the Special Events Center to serve the City and adjacent regional areas; and 9. The District desires to make ongoing project payments to the City to contribute to the cost of the joint construction and operation of the Special Events Center, and alternatively the City may request that the District issue bonds or other obligations, payable from District taxes, to contribute to the cost of construction of the Special Events Center; NOW, THEREFORE, the City and the District enter into this Agreement which outlines the responsibilities and commitments of each Party in the development of the Special Events Center: A. DEFINITIONS For the purposes of this Agreement, the terms defined in this Section shall have the following meanings: Agreement is this Interlocal Agreement entered into among the City and the District under the authority of chapter 39.34 RCW for the development of the Special Events Center as a Regional Center. City is the city of Kent, a municipal corporation of the state of Washington. District is the Kent Special Events Center Public Facilities District, a municipal corporation established by the City of Kent by Ordinance No. adopted by the City Council pursuant to the authority of chapter 35.57 RCW. Special Events Center is a multi-purpose arena for hockey and other public uses approved by the City, together with related parking facilities, to be located north of and adjacent to James Street in Kent between 5th Ave. South and the Union Pacific Railroad right-of-way. Develop or Development includes any one or more of the following: acquisition of, construction of, ownership of, remodeling, maintaining, equipping, re-equipping, repairing, financing, and operating the Special Events Center as specified herein and undertaken by the Parties as agreed to in this Agreement according to the powers conferred upon the Parties under chapter 35.57 RCW and RCW 82.14.390. Local Match is the amount of money or in-kind contributions derived from public or private sources required by RCW 82.14.390(4) to match the amount of Sales and Use Taxes received and utilized by the District for the development of a Regional Center. Parties means the City and the District. Regional Center, as defined in RCW 35.57.020, means a convention, conference, or special events center, or any combination of facilities, and related parking facilities, serving INTERLOCAL AGREEMENT FOR DEVELOPMENT OF SPECIAL EVENTS CENTER- 2 a regional population and constructed at a cost of more than Ten Million Dollars ($10,000,000), including debt service. Sales and Use Taxes are the taxes imposed, received and applied by the District pursuant to the authority of RCW 82.14.390 for the development of a Regional Center. B. DEVELOPMENT OF THE SPECIAL EVENTS CENTER The Parties intend to jointly develop the Special Events Center, in accordance with this Agreement, as a multipurpose regional, 'tourism-related facility, meeting the definition of a Regional Center under RCW 35.57.020. The Special Events Center is intended to serve as a Regional Center serving the City, the District and their respective residents, as well as serving a broader population in the region and the state, all consistent with chapter 35.57 RCW. The City, on behalf the Parties, shall commence construction of the Special Events Center as a Regional Center prior to January 1, 2009. The City shall, on behalf of itself and the District, be the agency with the primary responsibility for the development of the Special Events Center as a Regional Center, as defined by RCW 35.57.020, and shall finance (with District assistance), acquire, design, construct, own, operate and maintain the Special Events Center, and otherwise administer its development and operation for the benefit of itself and the District, all subject to the limitations set forth herein. B.1. Site Acquisition Development and Ownership. a. The City has acquired all real property necessary to serve as a site for the Special Events Center. Title to Special Events Center property shall be in the City, which shall hold that property and the Special Events Center on behalf of and for the benefit of the Parties. For purposes of any legal proceedings to which the City and the District may be parties, this Agreement shall serve as a joint defense agreement and the Parties and their attorneys may jointly share confidential information which shall be nondisclosable to others. b. The City shall, on behalf of the Parties, acquire the approvals necessary and shall take such other actions as may be required to enable the site to be suitable for use as a Special Events Center. C. The City shall develop the Special Events Center, and shall own and operate the Special Events Center for and on behalf of the Parties. The District's interest in the Special Events Center shall terminate and revert to the City upon the retirement, redemption or defeasance of the bonds described in Section C, the final distribution to the District of Sales and Use Taxes, the termination of the District's obligation to make project payments to the City, or when mutually agreed between the District and the City, consistent with applicable law. The District's ownership interests in the Special Events Center also shall be transferred to the City if the District ceases to exist; provided that any District obligations with respect to the Special Events Center shall have been retired or fully provided for, or, if not, that the City shall assume all remaining obligations of the District related to the Special Events Center. d. The District's Board of Directors may, upon the City's request, advise the City on the operation of the Special Events Center, The Gty may from time to time request that the Board provide such advice on specific topics of concern. INTERLOCAL AGREEMENT FOR DEVELOPMENT OF SPECIAL EVENTS CENTER- 3 B.2. Administration of This Agreement; Responsibilities of the Parties. a. No separate legal entity will be established to conduct the joint and cooperative undertaking of the Parties. Pursuant to RCW 39.34.030(4)(a), the City, and specifically the Mayor of the City, shall serve as the administrator responsible for administering the joint and cooperative undertaking. b. The City shall provide a meeting place for the District's board of directors and shall provide staff support for District meetings. The City shall advance costs to the District to provide for professional services, insurance, supplies, staff support, record- keeping, treasury, financial and other materials and services reasonably requested from the City by the District. Upon the City's request, the District shall reimburse the City for City expenses advanced by the City for professional services, insurance, supplies, staff support, record-keeping, treasury, financial and other materials and services requested from the City by the District, except to the extent the City determines that any such services are to constitute a portion of the matching funds required under RCW 82.14.390. C. The Finance Director of the City shall serve as Treasurer of the District. The Finance Director, on the District's behalf, shall prepare, maintain, and provide financial reports to the City and to the District's board of directors, at such times and in such form as the Mayor and the District's board may require. d. Subject to applicable law, the District shall not act to dissolve itself or otherwise eliminate its obligations pursuant to this agreement before the retirement, redemption or defeasance of the bonds described in Section C, the final distribution to the District of Sales and Use Taxes, and the termination of the District's obligation to make project payments to the City. C. FINANCING OF THE SPECIAL EVENTS CENTER C.I. General Obligations and Revenue Obligations. a. The total cost of design and construction of the Special Events Center is currently estimated to be approximately Seventy-eight Million Six Hundred Thousand and 00/100 Dollars ($78,600,000.00). At the City's option a portion of the cost of design and construction of the Special Events Center may be financed by either general obligation bonds and/or revenue bonds of the City. The City may issue general obligation bonds secured by the full faith and credit of the City, and may issue either general obligation bonds or revenue bonds payable in whole or in part from intergovernmental project payments from the District to the City from the proceeds of the Sales and Use Taxes. Upon written request of the City, if the City executes a financing and contingent loan agreement with the District to support the District's obligations, the District shall issue either general obligation bonds and/or revenue bonds in amounts sufficient to provide for all or part of the cost of the design and construction of the Special Events Center. Long-term obligations may be issued up to the maximum term allowed by law. The obligations issued by the City for the development of the Special Events Center may be in one or more series and may be tax-backed general obligations, revenue obligations or a combination thereof. District general obligation bonds shall pledge the Sales and Use Taxes and the full faith and credit of the District. The type and amount of bonds or other obligations issued by the City and/or the District shall be determined by the City, in consultation with the District's Board of Directors. INTERLOCAL AGREEMENT FOR DEVELOPMENT OF SPECIAL EVENTS CENTER- 4 b. The District shall impose the Sales and Use Taxes authorized by RCW 82.14.390 to finance part of the cost of the joint acquisition, design, construction, operation and maintenance of the Special Events Center. If requested by the City, the District shall promptly (and in no event at least monthly) remit the proceeds of those taxes, as intergovernmental project payments, to the City for the purposes set forth in this Agreement. C. If determined to be advantageous to the financing of the Special Events Center, the City may at its option execute a contingent loan agreement with the District, under which the City will agree to make loans to the District in the event that insufficient Sales and Use Taxes are available to provide for debt service on District general obligation bonds. C.2. Local Match. The City will provide for the contribution of 33 percent Local Match, as required by RCW 82.14.390(4), with respect to the Sales and Use Taxes levied and received by the District and contributed to the City pursuant to this Agreement. It is anticipated that such match will be provided by City general funds and City revenues from the ownership and operation of the Special Events Center. C.3. Pledge of Revenue in Support of Bonds. The Parties acknowledge and agree that the City or District, as appropriate, may pledge this Agreement, as well as all Sales and Use Tax received from the District, to the payment of bonds, short-term notes or other obligations issued to finance the Special Events Center. Such pledges will be material to the offer and sale of the bonds, and will be disclosed to potential purchasers and purchasers of bonds issued by the City or the District, respectively. The Parties consider this Agreement to be a binding contract and acknowledge that lenders to the City, including bondowners, holders of short-term notes and financial institutions providing credit support for such bonds or other obligations, will rely on the terms of this Agreement, including the pledge by the District to make the monthly payments described in Section C.1.b, in deciding to make loans to the City or in purchasing bonds or short-term notes for the funding of the development of the Special Events Center, or in providing credit support for such bonds, notes or other obligations. The Parties acknowledge that lenders to the District, including bondowners, holders of short-term notes and financial institutions providing credit support for such bonds or other obligations, will rely on the terms of this Agreement, including the pledge by the City to make loans to the District under any contingent loan agreement under Section C.l.c, in deciding to make loans to the District or in purchasing bonds or short-term notes for the funding of the development of the Special Events Center, or in providing credit support for such bonds, notes or other obligations. Each of the Parties acknowledges that its commitment under this agreement constitutes a valid and binding enforceable, contractual commitment by that Party. Obligations issued by each Party, and disclosure documents related thereto, shall contain a statement to the effect that those obligations shall be payable solely from sources expressly pledged. However, each Party acknowledges that with respect to obligations issued by the other Party, it may be treated as on 'obligated person" for the purposes of Securities and Exchange Commission Rule 150-12(b)(5), and each Party agrees to make an appropriate written underta Ling for the benefit of owners of bonds, consistent with the requirements of that SEC rule. INTERLOCAL AGREEMENT FOR DEVELOPMENT OF SPECIAL EVENTS CENTER- 5 C.4. Limitation on Additional Projects. Without the City's written concurrence, the District shall not impose any taxes or engage in the development, financing, ownership or operation of any Regional Center or other facility other than the Special Events Center. Further, upon the City's reasonable request, the District shall impose such taxes or fees to support the Special Events Center as the District may be authorized to impose under applicable law. The District also agrees that it will not amend Article V ("Purpose") of its bylaws without approval by the City Council. D. INDEMNIFICATION To the extent permitted by law, the City shall indemnify, defend and hold harmless the District, its officers and agents from all claims, losses, suits, actions, legal or administrative proceedings, costs, attorneys' fees, litigation costs, expenses, damages, penalties, fines, judgments or decrees by reason of any death, injury or disability to or of any person or party, including employees, and/or damage to any property or business, including loss of use (collectively "damages") caused by any negligent act, error or omission of the City or its officials, officers, employees, agents, contractors or subcontractors (the "City's Functionaires"), when acting within such designated capacity, arising out of the development, financing, acquisition, design, construction, ownership, operation, or maintenance of the Special Events Center. The City's obligation shall include, but not be limited to, defending all claims alleging damages from any negligent action, error or omission or breach of any common law, statutory or other delegated duty by the City and the City's Functionaries. The District will provide information to the City, and the City will provide information to the District, regarding all claims. To the extent permitted by law, the District shall indemnify the City, its officers and agents from all claims, losses, suits, actions, legal or administrative proceedings, costs, attorneys' fees, litigation costs, expenses, damages, penalties, fines, judgments or decrees by reason of any death, injury or disability to or of any person or party, including employees, and/or damage to any property or business, including loss of use (collectively "damages") caused by any negligent act, error or omission of the District its officials, officers, employees, agents, contractors or subcontractors other than the City (the "District's Functionaries"), when acting within such designated capacity, arising out of the development, financing, acquisition, design, construction, ownership, operation, or maintenance of the Special Events Center. The City agrees to acquire and maintain insurance in form and amounts as it determines is consistent with the coverage of comparable Special Events Center facilities and undertakings related to said facilities as contemplated under this Agreement and to name the District as an additional named insured. Such insurance may, without limitation, include self-insurance and/or pool insurance. If a license agreement or other agreement with a user of the Special Events Center provides that the licensee must obtain specified insurance and name the City as an additional insured, the City will use reasonable efforts to have the District also named as an additional insured. E. SUPPLEMENTAL DOCUMENTS The Parties agree to complete and execute all supplemental documents necessary or appropriate to fully implement the terms of this Agreement. INTERLOCAL AGREEMENT FOR DEVELOPMENT OF SPECIAL EVENTS CENTER- 6 F. DURATION OF AGREEMENT This Agreement shall continue in full force and effect until the later of: the retirement, redemption or defeasance of the bonds described in Section C, the final distribution to the District of Sales and Use Taxes, or the termination of the District's obligation to make project payments to the City. G. GOVERNING LAMS; VENUE This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Washington. Except as otherwise required by applicable law, any legal action under this Agreement shall be brought in the Superior Court of the State of Washington in and for King County. H. SEVERABILITY In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. I. AMENDMENTS This Agreement may not be effectively amended, changed, modified, altered, or terminated except by an instrument in writing duly executed by the City and the District (or their successors). J. NO RIGHTS CREATED IN THIRD PARTIES The terms of this Agreement are not intended to establish nor to create any rights in any persons or entities other than the City and the District and the respective successors and assigns of each. K. EFFECTIVE DATE This Agreement is dated and is effective as of the later date of execution by each of the two parties, as indicated below. IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized officers and representatives as of the day indicated below. CITY OF KENT KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT Suzette Cooke, Mayor Chair Date: Date: P:\Civil\Files\Open Fil es\1071\PublicFaci I tiesDIs rfd\Inter)ocalAg reement.doc INTERLOCAL AGREEMENT FOR DEVELOPMENT OF SPECIAL EVENTS CENTER- 7 RESOLUTION NO. CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT A RESOLUTION of the City of Kent Special Events Center Public Facilities District adopting a public records policy and exempting the District from the requirement of maintaining an index of public records. RECITALS A. The City of Kent Special Events Center Public Facilities District (the "District"), is a duly organized municipal corporation of the state of Washington. B. The Public Records Act ("PRA"), chapter 42.56 RCW, requires all public agencies to promptly respond to requests for public records, and to maintain and make available a current index of all public records. It is in the interests of the District to establish a basic policy and procedure for handling public records requests. The PRA also states that if maintaining such an index would be unduly burdensome, or interfere with agency operation, an agency must issue and publish a formal order specifying the reasons why and the extent to which compliance would be unduly burdensome. When such an order is made, all indexes maintained by that District must be made available to provide identifying information on those records which are available for inspection and/or copying. C. Because the District has records which are extensive, diverse, and complex, it would be a hardship for the District to create and maintain an accurate and complete index of the District's multiple media public records with limited staff resources. The District will fully comply with the provisions of the RCW as they relate to the Public Records Act, under Chapter 42.56 RCW. 1 Exemption from Public Records Index Requirements NOW, THEREFORE, BE IT ORDERED BY THE BOARD OF DIRECTORS OF THE CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT, as follows: SECTION 1. - Adoption of Public Records Policy. The "Policy Regarding Public Records Requests," attached and incorporated as Exhibit A is adopted. SECTION 2- — Trdex of Public Records. Based upon the findings set forth above, and pursuant to RCW 42.56.070(4)(a), the Board of Directors orders that the District is not required to maintain an all-inclusive index of public records, due to findings of the Board of Directors that the requirement is unduly burdensome to create and/or maintain. SECTION 3. - Availability of Public Records. The District shall make available all public records and any indexes created for internal use upon request by any citizen. Any such indexes shall be maintained and released in order to obtain those records which are public and not protected by the exemption portion of the statute. ADOPTED by the Board of Directors of the City of Kent Special Events Center Public_ Facilities District, at a regular open public meeting thereof this day of September, 2007. CHAIR P:\Gvl1NFl1u\openpnes\1071\P,bflcFa=i@IesDl,trkt\Exemptpubllc0.ecoN4n0exFequirements-aesoluabn.DOC 2 Exemption from Public Records Index Requirements EXHIBIT A POLICY REGARDING PUBLIC RECORDS REQUESTS It is the policy of the City of Kent Special Events Center Public Facilities District (the "District") to release records of the District in compliance with the Public Records Act (the "Act"), set forth at Chapter 42.56 RCW, and any other applicable provisions of federal or state law. .I. OVERVIEW OF THE PUBLIC RECORDS ACT A. Purposes of the Policy The purposes of this policy are to: (1) describe the organization of the District; and (2) comply with 42.56 RCW, the Public Records Act. Except where these guidelines are mandated by statute, the guidelines in this policy are discretionary and advisory only and shall not impose any affirmative duty on the District. The District reserves the right to apply and interpret this policy as it sees fit, and to revise or change the policy at any time. This policy shall be available at the District's Main Office and posted on the District's Website. B. Definitions 1. "Act" refers to the Public Records Act, at Chapter 42.56 RCW. 2. "District" refers to the City of Kent Special Events Center Public Facilities District. 3. "Main Office" is defined in Section I(C) of this Policy. 4. "Policy" refers to this policy for the Public Records Act. S. "Public Records Officer" is the person identified in Section II.A.1) of this Policy. 6. "Records Request" means a request for Public Records made to the District pursuant to the Act, 7. "Requester" means the person or entity that has made a Records Request to the District. C. Organization of the District The District's Main Office is located at Kent City Hall, 220 Fourth Ave. South, Kent, Washington 98032. All Record Requests shall be inspected at the Main Office. The Main Office is open 8 a.m. to 5 p.m., Monday through Friday, except legal holidays. The District has no administrative offices, but is provided administrative support by the City of Kent under the terms of an Interlocal Agreement. 50829106,2 The District is managed by a Board of Directors. II. GUIDELINES A. Public Records Request 1. Public Records Officer. The District's Public Records Officer currently is The Public Records Officer may be contacted in person at the Main Office, or via first class mail addressed to the Public Records Officer at the Main Office. 2. How to Make a Public Records Request. Public records may be inspected or copies of Public Records may be obtained by the public at the District's Main Office upon compliance with the following procedures: (a) The District encourages that all requests be made in writing and directed to the Public Records Officer. A request form, prescribed by the District, is available at the Main Office and on the District's website. It may be mailed, or delivered in person to the Main Office. In-person requests must be made during the Main Office's normal business hours. The request should include the following information: (i) The name and address of the Requester; (ii) The date of the request; (iii) A detailed description of the public record being requested; (iv) Whether the Requester wants copies, or wants to inspect the requested records; (v) The address where copies are to be mailed if copies are requested; (vi) A statement regarding whether the records are being requested for a commercial purpose; and (vii) Signature of the Requester. (b) When a Records Request is made orally, the District should confirm the request in writing in its initial 5-day response. Any such request must be made during the Main Office's normal business hours. 3. Special procedures for requests for customer records by law enforcement authorities. When law enforcement authorities request customer records, in addition to the information listed in subsection II(A)(2) above, the law enforcement authority must also nrovirle the District with. a written statement in which the authority states that it suspects that the particular person to whom the records pertain has committed a crime and the authority has a reasonable belief that the records could determine or help determine whether the suspicion might be true. Law enforcement authorities may use the District's 50829106.2 i I "Request To Inspect" form for the request. Nothing in this requirement shall create any right to privacy in customer records. a. Procedure for Response to Request Only Public Records as defined by RCW 42.56.010 are subject to disclosure. 1. Response. The District shall respond promptly to a Records Request. Within five business days of receiving a Records Request, the District shall respond by: (a) Notifying the Requester that the documents are available; or (b) Acknowledging the request in writing and providing a reasonable estimate of the time the District will require to respond to the request; or (c) Denying the Records Request. 2. Large Requests. When a Records Request is for a large volume of records, the District may elect to provide records on an installment basis. If a Requester does not contact the Public Records Officer within 15 days to arrange for the review of the first installment, the District may deem the request abandoned and stop fulfilling the remainder of the request. 3. Notice to Third Parties. If a public record contains personal information that identifies an individual or organization other than the subject of the requested public record, the District may notify that individual or organization to allow the third party to seek relief pursuant to RCW 42.56.540. The District may take this into account when providing an estimate for when the records will be available. The District should also review any contracts with third parties that may contain special notice provisions. Nothing in this policy is intended to create any right to such notice. 4. If the District does not respond in writing within five business days of receipt of the request for disclosure, the person seeking disclosure shall be entitled to: (a) Consider the request denied; and (b) Petition the Public Records Officer, C. Exemptions 1. Exemptions. After the District has gathered responsive records, the District shall determine whether an exemption applies to all or part of the record. The District need not make available for inspection and copying Public Records exempt from public inspection and copying under Chapter 42.56 RCW and other records exempt from public inspection and copying understate or federal statute or regulation, including but not limited to: (a) Records that are protected by trade secrets law; (b) Valuable formulae, designs, drawings, computer source code or object code, and research data obtained by any agency within five years of the request for disclosure when disclosure would produce private gain and public loss; 50829106.2 (c) Residential customers' phone numbers, addresses, Social Security numbers and financial information such as credit card numbers and checking account numbers; (d) Personal information in files maintained for board members and District employees to the extent that disclosure would violate their right to privacy, including but not limited to addresses, phone numbers, Social Security numbers, voluntary deductions, marriage status, number of dependents, and any garnishment deductions; (e) Preliminary drafts, recommendations, and intra-agency memoranda in which opinions are expressed or policies formulated or recommended, except that a specific record shall not be exempt when publicly cited by the board in connection with any board action; (f) All applications for public employment, including the names of applicants, resumes, and other related materials submitted with respect to an applicant; (g) The residential addresses and telephone numbers of employees or volunteers of a public agency which are held by the agency in personnel records, employment or volunteer rosters, or mailing lists of employees or volunteers; or (h) Any record which is exempt from disclosure under state or federal law. 2. Address Verification. If a customer wishes to have the District verify his or her address, the customer shall provide the District a statement in writing authorizing the District to provide that verification. This authorization shall be construed as applicable to all requests for verification, unless the authorization is expressly limited to particular requesters. D. Copying Public Records No fee shall be charged for the inspection of Public Records. 1. Copies. The District will charge one or more of the following charges for copies: (a) Fifteen cents per page for standard black-and-white copies; (b) The actual cost of copying for any non-standard copies or items, including the charge for staff time necessary for making such copies at a rate of $_ per hour; (c) Cost of taxes actually charged by any third-party vendor used to make copies; and (d) Postage and shipping costs, including the cost of any containers used in shipping. The Public Records Officer may elect to waive these fees. Fees will be waived when the expense of billing exceeds the cost of copying and postage. 50829106.2 i 2. Deposits. Before copying any record, the District may charge a deposit up to 10% of the estimated costs. When records are being produced on an installment basis, the District may charge for each installment. The decision not to request a deposit shall not serve to waive the District's right to request a deposit for a future request. If an installment is not claimed and paid for within 15 days, the District is not obligated to fulfill the balance of the Records Request, B. Inspection of Records 1. Notice. Once the Public Records Officer has collected all responsive records (or the first installment if the records are being produced on an installment basis), has reviewed the responsive records to remove exempt records, and has prepared an exemption log, the Public Records Officer shall notify the Requester that the records are available. 2. Response by Requester. If the Requester does not contact the Public Records Officer to arrange for payment of the copies or for review of the records within 15 days after the Notice of Availability Letter was sent, the District may consider the Records Request abandoned, unless the Requester seeks an additional amount of time to review the records. 3. Protection of Records. In order that Public Records maintained on the premises of the District may be protected from damage or disorganization as required by the Act, the following procedures and practices are hereby instituted: (a) No Public Records shall be removed from District's Main Office without the Public Records Officer's permission; (b) Inspection of any Public Records shall be conducted in the presence of the Public Records Officer or designated staff; (c) No public record may be marked, defaced, torn, damaged, destroyed, unreasonably disorganized or removed from its proper location or order by a member of the public; (d) Public records maintained in a file jacket or binders, or in chronological order, may not be dismantled except for the purpose of copying, and then only by District staff; and (e) Public records of the District may be copied only on the copying machines of the District unless other arrangements are made by the Public Records Officer. 4. Loss of Right to Inspect. Inspection shall be denied and the records withdrawn by the Public Records Officer if the Requester, when reviewing records, acts in a manner which will damage or substantially disorganize the records or interfere excessively with other essential functions of the District. S. Closing the File. Once all copies of requested records have been provided to the Requester, the Requester has reviewed the requested records, or 15 days have passed since the Requester was notified that the records were available and the Requester has failed to contact the Public Records Officer to arrange for the review of those records or for payment for copies, the Public Records Officer shall treat the request as closed. 50829106.2 F. Index of Public Records For the reasons stated in Resolution , incorporated herein by reference, the District finds that it would be unduly burdensome and would interfere with District operations to maintain an index of records. The District will make available for public disclosure all indices which may at a future time be developed for District use. G. Disclaimer of Liability !either the District nor any officer, employee, official or custodian shall be liable, nor shall a cause of action exist, for any loss or damage based upon a release of Public Records if the person releasing the records acted in good faith in attempting to comply with this policy. _ This policy is not intended to expand or restrict the rights of disclosure or privacy as they exist under state and federal law. Despite the use of any mandatory terms such as ,shall," nothing in this policy is intended to impose mandatory duties on the District beyond those imposed by state and federal law. 50829106.2 I II RESOLUTION NO. CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT A RESOLUTION of the City of Kent Special Events Center Public Facilities District, providing for the requirements governing methods and amounts of reimbursement payable to officials and employees of the City of Kent Special Events Center Public Facilities District for travel and other business expenses incurred on behalf of the City of Kent Special Events Center Public Facilities District. RECITALS A. Pursuant to Chapter 35.57 RCW and by its adoption of Ordinance No. 3852, the City of Kent ("the City") created the City of Kent Special Events Center Public Facilities District (the "District'), with boundaries co-extensive with the boundaries of the City, for the purpose of assisting in the financing of a regional center comprised of a special events center for hockey and other public uses, together with related parking facilities. B. Under RCW 35.57.050, a public facilities district created by a city must adopt a resolution, that may be amended from time to time, that shall establish the basic requirements governing methods and amounts of reimbursement payable to such district officials and employees for travel and other business expenses incurred on behalf of the district. C. RCW 35.57.050 provides that the resolution shall, among other things, establish procedures for approving such expenses; the form of the travel and expense voucher; requirements governing the use of credit cards issued in the name of the District; and may also establish procedures for payment of per diem to board members. 50817309.3 1 Reimbursable Business and Travel Expenses NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF KENT SPECIAL EVENTS CENTER PUBLIC FACILITIES DISTRICT: RESOLUTION SECTION 1. - Persons Eligible for Travel Expense Reimbursement. Within budgetary constraints, District board members and District employees are eligible for travel and business expense reimbursement for reasonable and necessary expenses actually incurred in the conduct of their business for the District. SECTION 2, - Prior Authorization. Authorization to travel, and for reimbursement of travel and business expenses, must be obtained from the Board Chair prior to commencement of the travel and prior to any expenses being incurred. SECTION 3. - Reimbursable Expenses and Allowances. Reimbursements will be made for actual expenses incurred for convention, seminar, or other registration fees; reasonable expenses incurred at meetings related to official District business; transportation to destination and return or mileage in accordance with the Internal Revenue Service notes; single occupancy lodging and automobile rental when overnight lodging is required; and approved incidentals. Approved incidentals include, but are not limited to, bus, taxi, or ferry fares, baggage checking and handling, and business telephone and postage expenses. Reimbursement purposes and amounts shall be consistent with reimbursement policies applicable to officers and employees of the City of Kent. Reimbursements will be made for actual expenses incurred for meals, with the following stipulations: (1) meals in connection with authorized attendance at meetings, conventions, or conferences; (2) meals when official business prevents a District board member or District employee from returning to his or her home by 7 p.m., except for those individuals whose normal duty hours extend beyond 7 p.m.; or (3) meals for District board members or District employees engaged in authorized emergency operations substantially beyond their normal duty hours. SECTION 4. - District Credit Cards, The District will not have credit cards that can be used by District board members and District employees for travel and business expenses. 5081/3093 2 Reimbursable Business and Travel Expenses SECTION 5. - Per Diem for Board Members in Lieu of Reimbursement. District board members will not be authorized to receive, in lieu of meal and lodging expense reimbursements, a per diem allowance. SECTION 6. - Claims for Reimbursement. All actual travel and business expenses must be submitted to the City's Financial Director on the Travel and Expense Voucher, a form of which is attached and incorporated as Exhibit A. Receipts must be attached to this form as documentation of actual expenses. Receipts should show the date, a description of the purchase, vendor identification, and the amount paid. Less detailed receipts may be accepted where a more detailed vendor receipt cannot be reasonably obtained. In such cases, at minimum, the receipt must have the amount indicated and must be initialed by the vendor. SECTION 7. - Ratification of Prior Acts. Any action taken consistent with the authority of this resolution, after its passage but prior to its effective date or the effective date of the formation of the District, is ratified, approved, and confirmed. ADOPTED this day of September 2007. CHAIR P:\Civi\Flies\Open Files\1071\PublicFaciliti esDistrict\TravelandBuslnessExpenseRelmbu rsement-Resol ution.DOC 50817309.3 3 Reimbursable Business and Travel Expenses