Chapter 2.99
PUBLIC CORPORATION FOR INDUSTRIAL DEVELOPMENT

Sections:

2.99.010    Corporation created.

2.99.020    Corporation name.

2.99.030    Powers and limitations -- Generally.

2.99.040    Charter.

2.99.050    Board of directors.

2.99.060    Financial interest of members or employees prohibited.

2.99.070    Meetings -- Quorum.

2.99.080    Powers and limitations -- Designated.

2.99.090    Methods of operation of facilities.

2.99.100    Facilities which may be authorized.

2.99.110    Assistance from county.

2.99.120    Issuance of revenue obligations.

2.99.130    Indemnification of certain persons.

2.99.140    Excess earnings -- Alteration of charter -- Dissolution of corporation.

2.99.150    Determination of eligibility for financing.

2.99.010 Corporation created.

The county does hereby create a public corporation to carry out the purposes of Chapter 300, Laws of Washington, 1981 (Reg. Sess.) codified as chapter 39.84 RCW as that law may from time to time hereafter be amended (the "Act"). Such objects and purposes are independent upon and shall not be limited or restricted by reference to or inference from the terms of any other section of this chapter unless, and only to the extent, specifically set forth herein. The public corporation shall be subject to the provisions of the Act.

(Ord. 82-145 § 1, adopted January 4, 1983).

2.99.020 Corporation name.

The name of the public corporation shall be the Pilchuck Development Public Corporation (the "corporation").

(Ord. 82-145 § 2, adopted January 4, 1983).

2.99.030 Powers and limitations -- Generally.

The corporation shall have all the powers and be subject to all of the limitations and provisions contained in the Act.

(Ord. 82-145 § 3, adopted January 4, 1983).

2.99.040 Charter.

A charter (the "charter") shall be issued to the corporation by the county which shall grant to the corporation authority to act pursuant to the Act. A copy of the initial charter to be issued is attached to the ordinance codified in this chapter as Exhibit A. This charter may be amended from time to time by the county council.

(Ord. 82-145 § 4, adopted January 4, 1983).

2.99.050 Board of directors.

A board of directors (the "board of directors") is hereby established to govern the affairs of the corporation. All corporate powers of the corporation shall be exercised by or under the authority of, and the business, property and affairs of the corporation shall be managed under the direction of the board of directors, except as may be otherwise provided in the charter, the bylaws of the corporation or the Act. The number of directors of the corporation shall be seven.

No person shall be eligible to serve as a director except a person who has been appointed as a director by resolution of the county council of Snohomish county. All persons appointed as initial directors of the corporation shall serve as such until appointment of their successors by resolution of the county council of Snohomish county; PROVIDED, That two of the initial directors shall serve terms of office not to exceed six years, three of the initial directors shall serve a term of office not to exceed four years and two of the initial directors shall serve a term of office not to exceed two years. The term of office of each director following the initial term shall not exceed six years.

The board shall elect among its own members a president, a vice president and a secretary. The board of directors shall adopt rules and regulations governing the conduct of the corporation.

Members of the board of directors shall serve with such compensation and reimbursement of expenses as may be provided in the rules and regulations to be adopted by the board of directors.

(Added Ord. 82-145, § 5, Jan. 4, 1983; Amended Ord. 85-015, § 1, April 10, 1985).

2.99.060 Financial interest of members or employees prohibited.

No director, officer, agent or employee of the corporation shall have directly or indirectly any financial interest in any property to be included in or any contract for property, service or materials to be furnished or used in connection with any industrial development facility financed through the corporation.

(Ord. 82-145 § 6, adopted January 4, 1983).

2.99.070 Meetings -- Quorum.

At all meetings of the board of directors, a majority of directors in office at the time shall be sufficient to constitute a quorum. Every act or decision done or made by a majority of the directors in office at the time and present at a meeting of the corporation duly held, at which a quorum is present and acting, shall be regarded as an act of the board of directors.

(Ord. 82-145 § 7, adopted January 4, 1983).

2.99.080 Powers and limitations -- Designated.

The corporation shall have all the powers granted by the Act and shall be subject to all limitations on such powers provided in the Act. Such powers and limitations shall include, but not be limited to, the following:

(1) To construct and maintain one or more industrial development facilities;

(2) To lease to a lessee all or any part of any industrial development facility for such rentals and upon such terms and conditions, including options to purchase, as its board of directors considers advisable and not in conflict with the Act;

(3) To sell by installment contract or otherwise and convey all or any part of any industrial development facility for such purchase price and upon such terms and conditions as its board of directors considers advisable and which are not in conflict with the Act;

(4) To make secured loans for the purpose of providing temporary or permanent financing or refinancing of all or part of the project cost of any industrial development facility, including the refunding of any outstanding obligations, mortgages, or advances issued, made, or given by any person for the project costs; and to charge and collect interest on the loans for the loan payments upon such terms and conditions as its board of directors considers advisable and which are not in conflict with the Act;

(5) To issue revenue bonds for the purpose of financing all or part of the project cost of any industrial development facility and to secure the payment of the revenue bonds as provided in the Act;

(6) As security for the payment of the principal of and interest on any revenue bonds issued and any agreements made in connection therewith, to mortgage, pledge, or otherwise encumber any or all of its industrial development facilities or any part or parts thereof, whether then owned or thereafter acquired, and to assign any lease or mortgage and repledge any security conveyed to the corporation, to secure any loan made by the corporation and to pledge the revenues and receipts therefrom;

(7) To sue and be sued, complain, and defend in its corporate name;

(8) To make contracts and to execute all instruments necessary or convenient for the carrying out of its business;

(9) To have a corporate seal and to use the same by causing it, or a facsimile thereof, to be impressed or affixed, or in any other manner reproduced;

(10) Subject to the limitations of Section 6 of the Act (RCW 39.84.060) to borrow money, accept grants from, or contract with any local, state, or federal governmental agency or with any financial, public, or private corporation;

(11) To make and alter bylaws (rules and regulations) not inconsistent with the charter for the administration and regulation of the affairs of the corporation;

(12) To collect fees or charges from users or prospective users of industrial development facilities to recover actual or anticipated administrative costs; and

(13) To execute financing documents incidental to the powers enumerated in this section.

(Ord. 82-145 § 8, adopted January 4, 1983).

2.99.090 Methods of operation of facilities.

The corporation created by this chapter may not operate any industrial development facility as a business other than as lessor, seller, or lender. The purchase and holding of mortgages, deeds of trust, or other security interests and contracting for any servicing thereof is not considered the operation of an industrial development facility.

(Ord. 82-145 § 9, adopted January 4, 1983).

2.99.100 Facilities which may be authorized.

The corporation created by this chapter may not exercise any of the powers authorized in this chapter or issue any revenue bonds with respect to any industrial development facility unless the industrial development facility is located wholly within the boundaries of the county or unless the industrial development facility comprises energy facilities or solid waste disposal facilities which provide energy for or dispose of solid waste from the county or the residents thereof.

(Ord. 82-145 § 10, adopted January 4, 1983).

2.99.110 Assistance from county.

The county may not give or lend any money or property nor exercise its power of eminent domain in aid of the corporation. This proviso in shall not preclude the county from dealing with the corporation on an arm’s-length basis.

(Ord. 82-145 § 11, adopted January 4, 1983).

2.99.120 Issuance of revenue obligations.

The corporation may not issue revenue obligations except upon approval of the county.

(Ord. 82-145 § 12, adopted January 4, 1983).

2.99.130 Indemnification of certain persons.

Every person who was or is a party to, or is threatened to be made a party to, or is involved in, any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation, or is or was serving at the request of the corporation as its representative in any other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the law of the state of Washington from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement), reasonably incurred or suffered by him in connection therewith. Such rights of indemnifications shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, provision of law, or otherwise, as well as their rights under this article. The board of directors may adopt rules and regulations (bylaws) from time to time with respect to indemnification to provide at all times the fullest indemnification permitted by the law of the state of Washington, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or its representative in any other enterprise, against liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

(Ord. 82-145 § 13, adopted January 4, 1983).

2.99.140 Excess earnings -- Alteration of charter -- Dissolution of corporation.

Any net earnings of the corporation beyond those necessary for retirement of indebtedness incurred by it shall inure to the county and not for the benefit of any other person. Alteration of the charter of, or dissolution of, or audits of, the corporation shall be as provided by the Act and by subsequent ordinances of the county. Upon dissolution of the corporation title to all property owned by the corporation shall vest in county.

(Ord. 82-145 § 14, adopted January 4, 1983).

2.99.150 Determination of eligibility for financing.

In the process of determining the eligibility of an industrial development facility for financing under the Act, the corporation shall require the potential user to show compliance with the following objectives:

(1) The project type must fall within the categories eligible for industrial revenue bond financing in Section 103 of the Internal Revenue Code of 1954, as amended, and applicable regulations, as well as the provisions of 1981 Washington Laws, Chapter 300 and other applicable state law;

(2) The project must be consistent with all elements of the Snohomish county comprehensive plan, including sub-area plans and growth management strategies;

(3) The project must provide for the creation and/or maintenance of employment for the residents of Snohomish county;

(4) The project would not proceed at the planned investment level without the availability of industrial revenue bond financing;

(5) The project must be financially feasible; i.e., the potential user must demonstrate its ability to obtain commercially responsible financing;

(6) The project must have little or no adverse impact on the quality of the environment;

(7) The project must not put an unreasonable burden on existing public services; and

(8) The project must be consistent with current Snohomish county economic development objectives.

(Ord. 82-145 § 15, adopted January 4, 1983).