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HomeMy WebLinkAbout2419ORDINANCE NO. -,Z. AN ORDINANCE of the City of Kent, 3% Washington relating to economic development; ,( creating the City of Kent Economic Development `f Corporation; authorizing a charter therefor; 0` establishing a board of directors to govern the affairs of the corporation; providing how the public corporation shall conduct its affairs; t enacting a new Chapter 12.18 Kent City Code. fo' WHEREAS, on November 3, 1981, the people of the State of Washington approved House Joint Resolution No. 7 amending the State Constitution by the addition of Article XXXII, Section 1, authorizing cities or public corporations created thereby to issue nonrecourse revenue bonds or other nonrecourse revenue obligations to be used to finance industrial development projects; and WHEREAS, the Legislature of the State of Washington enacted Chapter 300, Laws of 1981, codified as Chapter 39.84 RCW, authorizing cities to create public corporations for the purpose of facilitating economic development and employment opportunities through the financing of industrial development facilities by nonrecourse revenue obligations; and WHEREAS, the City Council of the City of Kent deems it in the interest of the City and the residents thereof to create such public corporation for the economic development of the City; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES HEREBY ORDAIN AS FOLLOWS: Section 1. A new Chapter 12.18 is added to the Kent City Code, as follows: 12.18.010. ECONOMIC DEVELOPMENT CORPORATION CREATED. For the purpose of facilitating economic development and employ- ment 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 pur- poses 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 struc- ture, 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 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 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 affir- mative 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 Corpora- tion. 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 reim- bursement 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. 12.18.030. DIRECTORS APPOINTED - VACANCIES. A. The following persons are appointed as the original members of the Board of Directors of the Corporation: - 2 - Position Name Type of Appointment 1. Tim Leahy Councilmember 2. Tom Bailey Councilmember 3. Bernie Biteman Councilmember 4. Michael Miller Noncouncilmember 5. Leo Powers Noncouncilmember (The term of office for directors shall be for four years; except that director positions 2 and 4 shall be first appointed for two year terms, which may be less than twenty-four months, and the remaining positions shall be for four year terms. Thereafter the requisite number of directors shall be appointed biennially as the terms of their predecessors expire and shall serve for terms of four years. The anniversary date for designation of terms shall be the end of the public corporation's fiscal year. Subject to the right of the City Council to remove any member of the Board of Directors of the Corporation by resolution, the members of the Board appointed by reason of the public office which they hold shall serve until they resign from the Board or no longer occupy that public office. B. The City Council shall fill vacancies in the Board of Directors for the remainder of the unexpired term by an ,appointing resolution. 12.18.040. FINANCIAL INTERESTS PROHIBITED. It shall be illegal for a director, officer, agent or employee of the Corpora- tion 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 indus- trial facility financed through the Corporation. Violation of any provision of this section is a gross misdemeanor under State law. Section 2. Effective Date. This ordinance shall take effect and be in force five (5) days from and after its passage, approval and publication as provided by law. SABEL HOGAN, MAY - 3 - ATTEST: BETTY G , DEPUTYACITY CLERK APPROVED AS TO FORM: P. STEPH N DiJULIO, CITY ATTORNEY PASSED the day of /- �c` _ (. , 1983. APPROVED the day of 1983. PUBLISHED the --day of _. 1983. I hereby certify that this is a true 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 hereof indicated. 7975-150A (SEAL) BETTY dfAY, DEPU CITY CLERK - 4 - 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 instrumentility thereof within the meaning of Section 103 of the United States Internal Revenue Code of 1954, as amended, and the Treasury regu- lations and Internal Revenue Service rulings issued pursuant thereto, for the specific public purposes authorized by the Local Economic Development Act of 1981. - 1 - ARTICLE 4 Powers The public corporation shall have all of the powers granted to public corporations by the Local Economic Development 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 limita- tions 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 attri- butes 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 - 2 - 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: 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 indus- trial 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 state- ments to the effect that (i) neither the State of Washington, the City or any other municipal corporation, quasi -municipal corporation, sub- division 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 - 3 - municipal corporation, quasi -municipal corpora- tion, subdivision or agency thereof is pledged to the payment of the principal of or the interest on the revenue bond. 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 hereof shall serve or be eligible to serve on the board of directors. 6.3 Designation and Term. The members of the initial board of directors shall be designated in the ordinance passed by the City to approve this Charter. The initial board of directors shall be - 4 - divided into two classes, with one class designated to serve until the end of the public corporation's second fiscal year, which may be a term of less than twenty-four months, the second class designated to serve until the end of the public corporation's fourth fiscal year. Thereafter, the City shall designate by resolution persons to succeed those directors whose terms of office are expiring and to serve for a term of four years. Each director shall serve for the term to which he/she is designated and until his/her successor is designated and qualified, except that no public official of the City serving ex officio shall serve for a term longer than his or her term of office as a public official. Any vacancy which occurs in the board of directors as a result of the expiration of the term of office of a public official serving ex officio shall be filled as provided in section 6.5 of this article. 6.4 Removal. The City may remove from office any or all members of the board of directors for any reason by the adoption of a resolution providing for such removal, which shall be effective on the date of adoption, and designating a successor in office to each person removed, who shall serve for the unexpired term of his/her predecessor in office. 6.5 Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors of - 5 - this public corporation shall be filled by the person or persons designated in a resolution adopted by the City. 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 as provided in the resolution by which he/she is designated. 6.6 Quorum. A majority of the board of directors shall constitute a quorum for the transaction of busi- ness. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board. ARTICLE 7 Prohibition of Interest 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 Financial Statements, Books and Records 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 Amendments 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 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 corpora- tion is 220 Fourth Avenue South, Kent, Washington 98032-5895 and - 7 - its agent for service of process at that address is the Secretary of the public corporation. APPROVED by Ordinance No. adopted by the City on 4�a 7976-164A