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� A� /v/' ORDINANCE NO. �—
AN ORDINANCE of the City of Kent,
Washington, relating to the City of Kent
Economic Development Corporation; amending
�C-) Ordinance 2419, as amended by Ordinance 2433,
and as last amended by Ordinance 2592,
relating to the appointment and term ffKent
! office of the directors of the City o
Economic Development Corporation.
WHEREAS, Ordinance 2419, adopted August 1, 1983,
created the City of Kent Economic Development Corporation; and
WHEREAS, said Ordinance 2419 established a new Chapter
12.18 in the Kent City Code; and
WHEREAS, Ordinance 2419 was amended by Ordinance 2354
adopted November 7, 1983 renumbering Section 12.18 to 12.28
during an interim revision of the Kent City
Code which has not
been fully effectuated resulting in a conflict of numbering in
provisions and;
WHEREAS, Ordinance 2419 was further amended by
Ordinance 2592 adopted November 18,
1985 amending the provisions
relating to the term of office of directors of the City of Kent
Economic Development Corporation and;
WHEREAS, said appointment provisions are in conflict
with an opinion of the State Attorney General's Office as it
relates to councilmembers serving on a board of an Economic
Development Corporation, NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON DOES
HEREBY ORDAIN AS FOLLOWS:
Section 1. Ordinance 2433, entitled:
"AN ORDINANCE of the City of Kent,
Washington relating to the City of Kent
Economic Development Corporation; renumbering
Chapter 12.18 Kent City Code to Chapter 12.28
Kent City Code."
is hereby repealed.
Section 2. Section 1 of Ordinance 2419 as amended by
Ordinance 2592 is hereby amended and renumbered to Chapter 12.18
as follows:
12.18.010. ECONOMIC DEVELOPMENT CORPORATION CREATED.
For the purpose of facilitating economic development and
employment opportunities within the City of Kent ("City"), there
is created the City of Kent Economic Development Corporation (the
"Corporation") to exist under the authority of and for the
purposes authorized by Chapter 300, Laws of 1981, codified as
Chapter 39.84 RCW, as the same may be amended from time to time
("Chapter 39.84 RCW"). The Corporation shall operate under
Chapter 39.84 RCW and under the provisions of the charter, on
file with the City Clerk and by this reference incorporated
herein, which the City is authorized to and does issue to the
Corporation and by this ordinance is approved. The City reserves
the right, by ordinance, in its discretion and at any time to
alter or change the structure, organizational programs or
activities of the Corporation including dissolving the
Corporation if the contracts entered into by the Corporation are
not impaired. Any net earnings of the Corporation beyond those
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necessary for the retirement of the indebtedness incurred by it
shall not inure to the benefit of any person other than the City.
Upon dissolution of the Corporation, title to all property owned
by the Corporation shall vest in the City.
12.18.020. BOARD OF DIRECTORS ESTABLISHED. There is
established a Board of Directors ("Board") composed of five
members to govern the affairs of the Corporation. The Board of
Directors shall consist of three councilmembers serving ex -
officio and two or more non-councilmembers whose appointments
shall be as set forth below. The Board shall be subject to the
Open Public Meetings Law of the State. A majority of the Board
shall constitute a quorum for the purpose of conducting meetings,
and all actions taken by the Board other than adjourning a
meeting for lack of a quorum shall require an affirmative vote of
a majority of members of the Board. The Board shall conduct the
affairs of the Corporation but may delegate administrative and
managerial duties to employees of the Corporation. The Board
shall have authority to employ its own staff and independent
professional consultants to carry out its duties, provide for
their compensation and the compensation of members of the Board,
designate one or more depositories, provide for reimbursement for
expenses, provide for Board meetings, the principal office of the
Corporation and other matters necessary for the operation of the
Corporation. The powers and limitations of the Corporation shall
be as set forth in Chapter 39.84 RCW and other applicable law.
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12.18.030. DIRECTORS APPOINTED - VACANCIES.
A. ((The c 1 y y } a as +-
Pesitien Nane
T,,:.Ype
e f Ty eiiate... v.
Non councilmember directors shall be appointed by the Mayor
subiect to confirmation by the City Council. The term of office
for non-councilmember directors shall be for four years. ((exeept
^ ctira shall �err
terms,year
i esrtei3S--shall be-fer feur year }erms. —Thereafter))
The (( site nufaber ef)) non-councilmember directors shall be
(appointed biennially as the terms of their predecessors expire
((and shall—serve- fer terms of feur years)). The anniversary
date for non-councilmember directors for designation of terms
shall be the end of the public corporation's fiscal year.
Councilmember directors serving on the Board shall
be comprised of the three most senior councilmembers serving on
the Kent City Council. ((
Geuneil te-reme;ore any -member-ez the Beard of Direeters of the
Gerperatien by reselutien, the )) Councilmember directors
of the Board serving by reason of the public office which they
hold shall serve until they (( fr-em the wear r)) no
longer occupy that public office or are no longer the most senior
councilmembers available to serve.
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B. The Mayor Gity Geunell, subject to City Council
confirmation, shall fill vacancies of non-councilmember seats in
the Board of Directors for the remainder of the unexpired term by
an appointing resolution. Should a councilmember director refuse
to serve on the Board then the next most senior councilmember
who has not refused to serve shall serve on the Board.
C. Notwithstanding ((KGG 12 .28.939)) A. and B., above,
members of the Board shall continue as members of the Board until
their positions are filled ((by the Gity "cun ii)) as set forth
herein. This Section ( (NCG12.28-G39-G) ) shall apply in the
event of the expiration of a term of a non-councilmember director
or in the event that a member of the Board ((appeinted)) serving
by reason of the public office which is held no longer occupies
that public office. Nothing in this Section ((-KtiG 12.28.93G G.))
shall impair the right of the City Council to remove any non-
councilmember of the Board.
12.18.040. FINANCIAL INTERESTS PROHIBITED. It shall
be illegal for a director, officer, agent or employee of the
Corporation to have directly or indirectly any financial interest
in any property to be included in or any contract for property,
services or materials to be furnished or used in connection with
any industrial facility financed through the Corporation.
Violation of any provision of this section is a gross misdemeanor
under state law.
Section 3. CHARTER AMENDED. The charter of the City
of Kent Economic Development Corporation is hereby amended
consistent with the changes herein as set forth in Exhibit A
attached hereto and incorporated by reference.
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Section 4. RATIFICATION AND CONFIRMATION. Any act
consistent with the authority and prior to the effective date of
this ordinance is hereby ratified and confirmed.
Section 5. EFFECTIVE DATE. This ordinance shall take
effect and be in force thirty (3 ) days from the time of its
final approval and passage as pro We by law.
ATTEST:
KELLEHER, MAYOR
BRENDA JACOBER, )AP TY CITY CLERK
APPROVED AS TO FORM:
Imo, il.i�PIQ�I:�•�iri.�:��!:� �
PASSED the cZO day of , 1991.
APPROVED the day of .-- , 1991.
PUBLISHED the —? day of 1991.
L,
N.
I hereby certify that this is a true and correct copy
of Ordinance No. �� passed by the City Council of the
City of Kent, Washington, and approved by the Mayor of the City
of Kent as hereon indicated.
EDC. ord
r
BRENDA JACOBER, DEPUTY CITY CLERK
VA
EXHIBILL.
CHARTER
OF
CITY OF KENT ECONOMIC DEVELOPMENT CORPORATION
ARTICLE 1
Name
The name of this public corporation is City of Kent
Economic Development Corporation.
ARTICLE 2
Duration
The period of duration of this public corporation is
perpetual.
ARTICLE 3
Purpose
The purposes of this public corporation are to facilitate
local economic development and employment opportunities in the City
of Kent (the "City") to the full extent and by any means permitted
by Chapter 300, Laws of 1981, codified as Chapter 39.84 RCW, of the
State of Washington ("Chapter 39.84 RCW"), and by Washington
Constitution Article XXXII, Section 1, as now in effect and
hereafter amended, both collectively referred to in this Charter as
the "Local Economic Development Act of 1981," and to act on behalf
of the City as an authority and an instrumentality thereof within
the meaning of Section 103 of the United States Internal Revenue
Code of 1954, as amended, and the Treasury regulations and Internal
Revenue Service rulings issued pursuant thereto, for the specific
public purposes authorized by the Local Economic Development Act of
1981.
ARTICLE 4
Powers
The public corporation shall have all of the powers
granted to public corporations by the Local Economic Development
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Act of 1981, as now in effect and hereafter amended, including all
powers necessary or incidental to specific powers granted thereby,
and subject to any limitations stated therein.
ARTICLE 5
Limitations on Authority
This public corporation shall be subject to all
limitations set forth in Chapter 39.84 RCW of the State of
Washington, including the following limitations on its authority:
5.1 General. It is not a municipal corporation or
political subdivision within the meaning of the
Constitution and laws of the State of Washington. It
shall neither have nor be delegated any attributes of
sovereignty, including but not limited to the power
to tax, the power of eminent domain and the police
power. It shall not receive or accept gifts or loans
of any money or property from any municipality.
5.2 Prerequisites to the Issuance of Revenue Bonds._ It
shall not issue revenue bonds unless:
a. The issuance is approved by both the City and
the public entity having jurisdiction in the
territory in which the proposed industrial
development facility lies; and
b. The board of directors has made a finding that
in its opinion the interest paid on the bonds
will be exempt from federal income taxation.
5.3 Nature and Payment of Revenue Bonds. All revenue
bonds issued by it:
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a. Shall not be deemed (i) to constitute a debt of
the State of Washington, of the City or of any
other municipal corporation, quasi -municipal
corporation, subdivision or agency of the State
of Washington or (ii) to pledge any or all of
the faith and credit of any of those entities;
b. Shall be payable solely from both revenues
derived in any manner as a result of the
industrial development facilities funded by the
revenue bonds and money and other property
received from private sources; and
C. Shall contain on the face of each bond
statements to the effect that (i) neither the
State of Washington, the City or any other
municipal corporation, quasi -municipal
corporation, subdivision or agency of the State
of Washington is obligated to pay the principal
or interest thereon; (ii) no tax funds or
governmental revenue may be used to pay the
principal or interest thereon; and (iii) neither
any or all of the faith and credit nor the
taxing power of the State of Washington, the
City or any other municipal corporation,
quasi -municipal corporation, subdivision or
agency thereof is pledged to the payment of the
principal of or the interest on the revenue
bond.
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5.4 Obligations Generally. It may incur only those
financial obligations which will be paid from
revenues received pursuant to financing documents
providing funds to pay or secure debt service on
revenue bonds, from fees or charges paid by users or
prospective users of the industrial development
facilities funded by the revenue bonds, or from the
proceeds of revenue bonds.
ARTICLE 6
Board of Directors
6.1 Power. The affairs of the public corporation shall
be governed by a board of directors.
6.2 Number and Qualifications. The entire board of
directors shall consist of not less than five persons
designated by the City as provided in section 6.3 of
this article and who may be public officials of the
City serving ex officio. No person having any
interest prohibited by Article 7 here of shall serve
or be eligible to serve on the board of directors.
6.3 Designation and Term. The members of the initiarl
beard of direeters
i shall be designated in
erdinanee passed z v v
The —initial beard ez direeters shall b divided me
}care elasses, ti. 'tene designated to serve until
the d of the —publie—eerpera-tien's seeend `: " "l
yy yyi
t7.. ,a F the b l i eerpe_ t 1 F J- L. F ' 1
4
year. Thereafter—, the
jshall designate
termg F FF ' ` }. --Ing and tr-macrte"a to
The board of directors shall consist
of three councilmember directors and as many non-
councilmember directors as may be appointed by the
Mayor subject to City Council confirmation. Terms of
office of non-councilmember directors shall be
divided as egually as possible into two classes of
four year terms with the terms of each class expiring
biennially. The anniversary date for non-
councilmember directors for designation of terms
shall be the end of the public corporation's fiscal
year. Each director shall serve for the term to
which he/she is designated and until his/her
successor is designated and qualified,
publie effieial e€--thee
e f f i e e—asoma- pub l i e effielal. Any vaeaney whieh
Bee s the beard y, ef�eeters—a��esult eF t ,.
sem=. i�g em a €-i-e.je-shall be- filled as prev4ded in
seetien 6.5 eF this r ; .., „.
Councilmember directors serving on the Board shall be
comprised of the three most senior councilmembers
serving on the Kent City Council. Councilmember
directors of the Board serving by reason of the
public office which they hold shall serve until they
no longer occupy that public office or are no longer
the most senior councilmembers available to serve.
6.4 Removal. The City Council may remove from office any
or all non-councilmembers of the board of directors
for any reason
in effie'e-te eaeh persenreneved, rz-Lo I ,, se efer
theunexpiredterm ef his/herpredeeesse"n
6.5 Vacancies. Any non-councilmember vacancy occurring
in the board of directors and any directorship to be
filled by reason of an increase in the number of non-
councilmember directors of this public corporation
shall be filled by mayoral appointment subject to
confirmation by the City Council
Eby. A person designated to fill a vacancy shall
serve for the unexpired term of his/her predecessor
in office. A person designated to fill a new
directorship shall serve for a term for
in the reselutien—by which he/she is designated.
Should a councilmember director refuse to serve on
the Board then the next most senior councilmember
who has not refused to serve shall serve on the
Board.
6.6 Quorum. A majority of the board of directors shall
constitute a quorum for the transaction of business.
The act of a majority of the directors present at a
C:
meeting at which a quorum is present shall be the act
of the board.
ARTICLE 7
No director, officer, agent or employee of this public
corporation shall have, directly or indirectly, any financial
interest in any property to be included in or any contract for
property, services, or materials to be furnished or used in
connection with any industrial development facility financed
through this public corporation, and no person having any such
interest shall be eligible to serve as a director, officer, agent
or employee of this public corporation.
ARTICLE 8
The financial statements, books and records of this public
corporation shall be reviewed annually by the City, which shall
have access thereto at all times.
ARTICLE 9
Bylaws
The board of directors shall adopt bylaws to govern the
activities and internal affairs of this public corporation not
inconsistent with this Charter.
ARTICLE 10
The City in its discretion and at any time may by the
passage of an ordinance amend or repeal the Charter and bylaws and
change or terminate the programs and activities of the public
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corporation if such action does not have the effect of impairing
any contract with this public corporation.
ARTICLE 11
Dissolution
The net earnings, if any, of this public corporation
beyond those necessary for retirement of indebtedness incurred by
it shall not inure to the benefit of any person other than the
City. The City may by the passage of an ordinance dissolve this
public corporation if it has no funds or property to administer
except those, if any that are to be paid or transferred to the City
and all of its outstanding obligations have been satisfied. Upon
dissolution of this public corporation, title to all property owned
by it shall vest in the City.
ARTICLE 12
Designation of Initial Office and Agent for Service of Process
The address of the initial office of this public
corporation is 220 Fourth Avenue South, Kent, Washington 98032-5895
and its agent for service of process at that address is the
Secretary of the public corporation.
APPROVED by Ordinance No. 2419 adopted by the City on
August 1, 1983 and by Ordinance 2994 adopted by the City on
August 20 , 1991.
EDC2.doc
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