6b
ITEM NO. 6b
DATE OF
MEETING March 8, 2011
THE INDUSTRIAL DEVELOPMENT CORPORATION
OF THE PORT OF SEATTLE
NOTICE OF THE ANNUAL MEETING
The Special Annual Meeting of the Industrial Development Corporation of the Port of Seattle will
be held on Tuesday, March 8, 2011, in the Commission Chambers, Pier 69, 2711 Alaskan Way,
Seattle Washington, during a recess of the Port of Seattle Commission Regular Meeting, which
convenes at l:00 p.m. The Agenda includes:
1. Approval of the minutes of the Industrial Development Corporation of the
Port of Seattle Special Meeting of August 24, 2010.
2. Approval of the Industrial Development Corporation of the Port of Seattle
Board of Directors and Officers for 2011.
3. Review of the Annual Report for the Industrial Development Corporation for
year ending December 31, 2010.
4. Update on the Tourism Promotion for the Port"s China Tourism Trade
Program.
5. Authorization for the Use of the Industrial Development Corporation (IDC)
Surplus Funds for Tourism Promotion, and for the Economic and Trade
Fellowship Program in 2011.
6. Attachment for reference: Overview of the Industrial Development Corporation and
Frequently Asked Questions (FAQs).
Adjournment of the Annual Meeting of the Industrial Development Corporation of the Port of
Seattle.
Page 1 of 25
INDUSTRIAL DEVELOPMENT CORPORATION AGENDA
Item No. 1
Date of Meeting March 8, 2011
DATE: February 22, 2011
TO: Tay Yoshitani, Chief Executive Officer
FROM: Diane Campbell, Senior Corporate Financial Analyst
SUBJECT: Approval of the Proposed Minutes of the Industrial Development Corporation
of the Port of Seattle Meeting of August 24, 2010
REQUESTED ACTION:
Approval of the proposed minutes of the Industrial Development Corporation of the Port of Seattle
Meeting of August 24, 2010:
Proposed MINUTES OF THE
SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF THE INDUSTRIAL DEVELOPMENT CORPORATION
OF THE PORT OF SEATTLE
August 24, 2010
On August 24, 2010, during a recess of the Port of Seattle"s Commission regular meeting,
which convened at 12:40 p.m. in the Airport Office Building International Auditorium, Seattle-
Tacoma International Airport, Seattle, WA. a special meeting of the Board of Directors of the
Industrial Development Corporation (IDC) of the Port of Seattle, Washington, was held. Directors
present included Tom Albro Bill Bryant, John Creighton, and Rob Holland. Director Gael Tarleton
participated via GoToMeeting video and audio.
1. Approval of Minutes of the Industrial Development Corporation of the Port of Seattle
Meeting of August 10, 2010.
Minutes of the IDC meeting of August 10, 2010 were approved as follows:
Motion for approval Holland
Second Creighton
Motion carried by the following vote:
In Favor: Bryant, Creighton, Holland, Tarleton (4)
Commissioner Albro did not vote because he was absent from the subject meeting.
Page 2 of 25
2. Adoption of Resolution No. 77: Authorizing the transfer of surplus funds for an amount
not to exceed $50,000 from the Industrial Development Corporation to the Port of Seattle
to fund economic development activities in support of the Port's China Initiative Program
Request Documents: IDC Memorandum dated August 17, 2010 from Diane Campbell, Senior
Corporate Financial Analyst, Finance & Budget. Also provided was a copy of the Resolution.
Mr. Bryant stated that there had been a vote to approve the request for the use of IDC assets at the
August 10, 2010 meeting, and clarified that this Resolution is required to authorize the transfer of
those funds.
Motion to adopt IDC Resolution No. 77 Creighton
Second Tarleton
Motion carried by the following vote:
In Favor: Albro, Bryant, Creighton, Holland, Tarleton (5)
**Clerical note IDC resolutions do not require 2 Readings, but can be adopted with one reading
and vote.
3. Adjournment
There being no further business, the special meeting of the Board of Directors of the Industrial
Development Corporation of the Port of Seattle was adjourned.
______________________________
Page 3 of 25
INDUSTRIAL DEVELOPMENT CORPORATION AGENDA
Item No. 2
Date of Meeting March 8, 2011
DATE: February 22, 2011
TO: Tay Yoshitani, Chief Executive Officer
FROM: Diane Campbell, Senior Corporate Financial Analyst
SUBJECT: Election of Officers
REQUESTED ACTION:
Approval of the Industrial Development Corporation of the Port of Seattle Board of Directors and
Officers for 2011.
BACKGROUND:
In accordance with the Bylaws for The Industrial Development Corporation of the Port of Seattle,
following is a list of the Board of Directors and Officers for the Corporation:
Bill Bryant, President
Rob Holland, Vice President
John Creighton, Secretary
Tom Albro, Assistant Secretary
Gael Tarleton, Director
"Section A. Number and Qualifications. The officers of the Corporation shall be the same as the
officers of the Port Commission and such other officers as may be determined by the Board of
Directors from time to time to perform such duties as may be designed by the Board of Directors."
Page 4 of 25
INDUSTRIAL DEVELOPMENT CORPORATION AGENDA
Item No. 3
Date of Meeting March 8, 2011
DATE: February 22, 2011
TO: Tay Yoshitani, Chief Executive Officer
FROM: Diane Campbell, Senior Corporate Financial Analyst
SUBJECT: Industrial Development Corporation Annual Report for 2010
SYNOPSIS:
The Industrial Development Corporation of the Port of Seattle, also known as IDC, was established
in 1982 pursuant to Revised Code of Washington (Chap. 39.84). The IDC is a special purpose
government with limited powers and was established for the purpose of facilitating industrial
expansion through tax-exempt financing by providing companies with access to the tax-exempt
credit market through the facilities of the IDC.
Any company with a project that qualifies for tax exempt financing and qualifies under RCW 39.84
and IDC policy may apply for IDC financing. The Port is not the lender and cannot lend credit or
give money to the IDC. Debt issued by a company through the IDC is the sole responsibility of the
company and is always non-recourse to the Port and to the IDC. Bond proceeds go directly to the
company borrowing through the IDC. The companies pay their debt service (principal and interest)
to a trustee.
Any city, county or port in the state may establish an IDC, and a number of other jurisdictions have
done so, including King and Pierce Counties; the cities of Seattle, Auburn, Redmond and Kent; and
several other ports.
The IDC also offers one or more Fellowships to eligible Port employees who wish to improve their
skills to pursue the "economic development" core mission of the Port. The annual Fellowship(s)
commenced in 2001, and 19 awards have been made since then.
The IDC is governed by a board of directors comprised of the members of the Port Commission;
accordingly, both the IDC Board and the Port Commission must approve any IDC bond issue. The
IDC Board currently meets twice a year during a Commission meeting. In addition to electing new
officers and reviewing the IDC"s annual financial results at the winter meeting, the IDC"s Board
provides guidance about the level of funding to be approved for the IDC Fellowship Program. At
the summer meeting, the IDC"s Board, approves the fellowship nominations.
ANNUAL REPORT SUMMARY:
Attached are the financial statements of the Industrial Development Corporation of the Port of
Seattle (IDC). The IDC had assets totaling $280,314 at year-end 2010. Total income of $ 8,000
came primarily from investment income on the IDC fund balance, as well as from the customer fee
paid by companies with outstanding IDC debt. The IDC incurred administrative expense of $378,
Page 5 of 25
and $15,000 of scholarship expenses related to its contribution to the Port"s Economic and Trade
Fellowship program. Other expenses incurred were $3,144 for the State Auditor"s Office audit, and
$45,139 for the Governor"s Trade Mission to China, approved by the Board in August 2010.
STATUS OF IDC BONDS:
At the end of 2010, there were three companies with outstanding IDC debt totaling $81,000,000.
The IDC collects an annual customer fee from the companies based on their annual debt service
payments, except for Northwest Airlines, which made a lump sum payment at the time its bonds
were issued. The table below shows the companies, their outstanding balance and final maturity
date of their debt as of December 31, 2010.
Company Outstanding Debt (12/31/2010) Maturity Date
Crowley Marine Services $ 8,700,000 2021
Sysco (refunding CCC Realty) 8,000,000 2025
Northwest Airlines 64,300,000 2030
TOTAL $ 81,000,000
Page 6 of 25
INDUSTRIAL DEVELOPMENT CORPORATION
Tay Yoshitani, Chief Executive Officer
February 22, 2011
Page 2 of 2
MANAGEMENT DISCUSSION:
The customer fee decreased from $174 in 2009 to $97 in 2010. Since most IDC debt is variable rate,
the customer fee amount fluctuates with interest rates. Interest rates declined during 2010 and are
anticipated to remain at a low level during 2011. Accordingly, t he customer fee for 2011 is projected to
be the same as the 2010 amount. The IDC receives on-going customer fees from Sysco andCrowley
Marine Service. Northwest Airlines made a one-time lump sum fee payment in 2001 when its bonds
were issued.
IDC assets are invested in the Port"s investment pool. The IDC"s allocated interest income from the
pool in 2010 was $7,224; and, due to the continued lower interest rate environment, the investment
income for 2011 is projected to remain the same as the 2010 amount.
The Administrative Expense was $378 in 2010. Scholarship Expense was $15,000 in 2010 as requested
and approved by the Board. There were two Other Expenses in 2010: (i) $3,144 attributable to the
Washington State Auditor for the audit process that happens approximately every three years, (the last
audit fee in 2007 was $2,279), and (ii) $45,139 for the Governor"s Trade Mission to China expense
which is lower than the $50,000 the Board approved.
The IDC"s charter permits its funds to be transferred only to the Port. Under an amendment to RCW
39.84.130, funds of the IDC that are not otherwise encumbered for the payment of revenue bonds and
are not anticipated to be necessary for administrative expenses of the IDC may be transferred to the Port
to be used for growth management, planning or other economic development purposes. In order to
transfer funds, the Board of Directors of the IDC needs to adopt a resolution authorizing the transfer.
Any transfer of funds would reduce the assets of the IDC and the interest earnings on these assets.
MINIMUM FUND BALANCE RECOMMENDATION:
Staff recommends that the IDC maintain a minimum fund balance of $75,000 to ensure adequate
investment earnings to fund annual operating expenses. Funds in excess of this amount may be
transferred to the Port for allowable purposes like the Economic Development Fellowship, or retained
by the IDC and generate interest income.
OTHER DOCUMENT(S) ASSOCIATED WITH THIS ANNUAL REPORT:
Industrial Development Corporation Frequently Asked Questions (FAQs), see agenda item 6.
Page 7 of 25
INDUSTRIAL DEVELOPMENT CORPORATION
OF THE PORT OF SEATTLE
BALANCE SHEET
December 31, December 31, December 31,
2010 2009 2008
ASSETS
Cash and Cash Equivalents $ 280,250 $ 324,464 $ 325,316
Accounts Receivable 64 100 556
TOTAL ASSETS $ 280,314 $ 324,564 $ 325,872
LIABILITIES AND EQUITY
(1)
E&T Fellowship Reserves $ 41,624 $ 30,251 $ 30,035
Accounts Payable $ 40
Equity 238,650 294,313 295,837
TOTAL LIABILITIES & EQUITY $ 280,314 $ 324,564 $ 325,872
(1) The Economic & Trade (E&T) Fellowship Reserve, the "Reserve", is the undistributed balance of approved Scholarship awards
to the E&T Fellowship. The Reserve balance was $16,709 at 12/31/2006. The Reserves are included in this report due to a
change in accounting methodology in 2007. In prior years the Reserve was accounted for and presented in the Port of Seattle
financial statements.
Page 8 of 25
INDUSTRIAL DEVELOPMENT CORPORATION
OF THE PORT OF SEATTLE
INCOME STATEMENT
AND CHANGES IN EQUITY
December 31, December 31, December 31,
2010 2009 2008
INCOME
Customer Fee $ 97 $ 174 $ 824
Investment Income 7,224 9,141 13,328
Miscellaneous Income 678
EXPENSE
Administrative Expense $ 218 $ 840 $ 658
Scholarship Expense 15,000 10,000 10,000
Miscellaneous Expense 160
Other Expenses:
China Trade Mission 45,139
State Audit 3,144
NET INCOME $ (55,662) $ (1,525) $ 3,494
BEGINNING EQUITY $ 294,313 $ 295,837 $ 292,343
ENDING EQUITY $ 238,650 $ 294,313 $ 295,837
Page 9 of 25
INDUSTRIAL DEVELOPMENT CORPORATION
OF THE PORT OF SEATTLE
STATEMENT OF CASH FLOWS
December 31, December 31, December 31,
2010 2009 2008
CASH FLOWS FROM OPERATING
ACTIVITIES:
Cash received from bond issuers $ 134 $ 630 $ 1,061
(1)
Cash received from Port of Seattle 0 0 0
Cash paid for expenses (51,571) (10,624) (10,105)
Net cash provided by
operating activities $ (51,438) $ (9,993) $ (9,044)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of investment securities
Sale of investment securities
Interest on investments $ 7,224 $ 9,141 $ 13,328
Net cash provided by
investing activities $ 7,224 $ 9,141 $ 13,328
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (44,213) (852) 4,284
CASH AND CASH EQUIVALENTS
Beginning of year $ 324,464 $ 325,316 $ 321,032
End of year $ 280,250 $ 324,464 $ 325,316
(1) Cash received from the Port of Seattle represents the Economic & Trade (E&T) Fellowship Reserve, the "Reserve". The
Reserve is the undistributed balance of approved Scholarship awards to the E&T Fellowship. The Reserve balance was $16,709 at
12/31/2006. The Reserves are included in this report due to a change in accounting methodolody in 2007. In prior years the
Reserve was accounted for and presented in the Port of Seattle financial statements.
Page 10 of 25
INDUSTRIAL DEVELOPMENT CORPORATION AGENDA
Item No. 4
Date of Meeting March 8, 2011
DATE: February 28, 2011
TO: Tay Yoshitani, Chief Executive Officer
FROM: B. J. Stokey, Senior Manager, International Tourism Development
SUBJECT: Tourism Promotion for the Port"s China Tourism Trade Program - Update
BACKGROUND:
On February 23, 2010, the IDC Board asked staff to investigate alternative allowable uses ofthe
IDC"s surplus funds. On August 10 , 2010, after the recommendation to fund the International
Tourism department"s China Initiative Program, the IDC Board approved the use of up to $50,000,
and subsequently adopted Resolution No. 77 on August 24, 2010.
Staff requested funding to support a tourism track for the Governor"s Trade and Tourism Mission
(TM) to China in September 2010. Seminars, trade shows, receptions and sales calls were
conducted by an 11-member private/public sector delegation for key members of the Chinese
tourism industry in Shanghai and Beijing. The total budget, which includes the tourism track, Port
of Seattle support for the China Relations Council event in Shanghai plus support of the Governor"s
TM to China was $45,139, was less than the $50,000 requested. The tourism component of the
Governor"s TM provided an opportunity to educate Chinese tour operators and media face-to-face
about Seattle and Washington State as a destination for their clients. The TM generated media
exposure, cultivated relationship building between suppliers and buyers and created momentum in
this potentially very lucrative market.
Page 11 of 25
INDUSTRIAL DEVELOPMENT CORPORATION AGENDA
Item No. 5
Date of Meeting March 8, 2011
DATE: February 28, 2011
TO: Tay Yoshitani, Chief Executive Officer
FROM: Diane Campbell, Senior Corporate Financial Analyst
Jane Kilburn, Director, Public Affairs
SUBJECT: Use of the Industrial Development Corporation (IDC) Surplus Funds for
Tourism, and Economic and Trade Fellowship(s) in 2011.
REQUESTED ACTION:
Request the IDC Board to: authorize the transfer of approximately $165,000 of IDC surplus funds to
(1) contribute to the funding of tourism promotion, and adoption of Resolution No. 78, and (2) fund
up to three Economic and Trade Fellowships for 2011.
SYNOPSIS:
Staff is seeking IDC Board authorization to transfer approximately $165,000 of IDC surplus funds to
the Port to fund up to three Economic Development Fellowships in 2011 and to contribute to the
funding of tourism promotion. This transfer will deplete the IDC"s surplus funds, and the remaining
IDC assets will satisfy the remaining obligations (unspent balances of previous Fellowship recipients),
and maintain the recommended minimum fund balance of $75,000, an amount expected to generate
sufficient interest income to pay for the on-going administrative expenses of the IDC.
BACKGROUND:
The IDC currently has surplus funds of approximately $165,000. The statute authorizing the
expenditure of surplus funds from the IDC is quite restrictive. Specifically, RCW 39.84.130
provides that the IDC surplus funds can be transferred to the Port only for growth management,
planning, or other economic development purposes. Once transferred to the Port, the Port must use
the surplus funds for those purposes for which the Port is authorized under its statutes. Under RCW
53.08.245, the Port can engage in economic development programs and can contract with non-profit
entities to further the Port's economic development activities.
Each year since 2001, the IDC has authorized the transfer of surplus funds for the Economic and
Trade Fellowship to support the development of Port staff in the field of economic development. In
2010, the IDC authorized the transfer of surplus funds to support efforts to promote Chinese tourism
to King County and Washington State (King County receives half of all tourism spending in the
state). Staff recommends that new tourism promotion efforts be supported in 2011.
Page 12 of 25
The travel industry consistently ranks among the major export-oriented industries in our state in
terms of GDP. Total direct travel spending in the state was $15.2 billion in 2010, and King County
receives roughly half of that amount. Local and state taxes generated by visitors were nearly $1
billion, and travel spending directly supported 143,800 jobs with earnings of $4.3 billion.
The Port has maintained an active partnership with the state and Seattle"s Convention and Visitors
Bureau for more than two decades to promote international tourism to the area. Due to state budget
cuts, the Washington State Department of Tourism office is being eliminated effective June 30,
2011. Tourism industry representatives, including the Port, are working to form a non-profit
organization to continue some of the tourism promotion work formerly funded and managed by the
State. The organization, called the Washington Tourism Alliance, has the sole mission of sustaining
destination tourism marketing in the state, and will serve as a "bridge" organization to developing a
long-term sustainable tourism promotion organization.
The Port could contract with Washington Tourism Alliance and receive tourism promotion services
that would directly benefit the Port"s businesses and the King County economy. The contract with
the Washington Tourism Alliance would demonstrate the Port's leadership as the state"s major
tourism transportation infrastructure provider, and would reinforce its commitment to and
confidence in the non-profit's ability to provide the tourism promotion services the State is no longer
providing. It also would serve as a testament to the Port"s commitment to promotion of the industry
in our area and serve as a catalyst for other related organizations to contribute. Port of Seattle funds
for these services could be provided from the IDC.
If the IDC Board supports this recommendation:
1. Staff will proceed to publicize the Economic and Trade Fellowship and return to the Board
in August for award of the Fellowship(s) and a resolution to transfer funds for that purpose.
This would be the last year that the Fellowships would be awarded.
2. The attached resolution for your consideration outlines the tourism promotion
recommendation.
Page 13 of 25
INDUSTRIAL DEVELOPMENT CORPORATION AGENDA
Item No. 6
Date of Meeting March 8, 2011
DATE: February 22, 2011
TO: Tay Yoshitani, Chief Executive Officer
FROM: Diane Campbell, Senior Corporate Financial Analyst
SUBJECT: Overview of the Industrial Development Corporation Frequently Asked
Questions (FAQs).
Page 14 of 25
Industrial Development Corporation (IDC) of the Port of Seattle
Overview of the Port of Seattle"s (the "Port") IDC:
The Industrial Development Corporation of the Port of Seattle, also known as IDC, was
established in 1982 pursuant to Revised Code of Washington (Chap. 39.84)1. The IDC is a
special purpose government with limited powers.
The IDC was established for the purpose of facilitating industrial expansion through taxexempt
financing.
Any company with a project that (i) qualifies for tax exempt financing, and (ii) qualifies under
RCW 39.84 and IDC policy may apply for IDC financing. In general, projects will be eligible
for IDC financing if they will further the objectives of the Port of Seattle.2
Debt issued by a company through the IDC is the sole responsibility of the company and is
always non-recourse to the Port and to the IDC.
The IDC is governed a board of directors comprised of members of the Port Commission;
accordingly, both the IDC Board and the Port Commission must approve any IDC bond issue.
The Port cannot lend credit or give money to IDC.
[See the IDC's Frequently Asked Questions which provides more details.]
1
See Appendix A of Frequently Asked Questions.
2
Resolution No. 2 (see Appendix B of Frequently Asked Questions) adopted April 27, 1982 is a maste r policy for the purpose of determining the eligibility of projects or
proposals for financing.
Page 15 of 25
Industrial Development Corporation (IDC) of the Port of Seattle
IDC Frequently Asked Questions (FAQs)
1. What is the purpose of an IDC? To facilitate industrial expansion through use of tax-exempt financing.
2. Who can establish an IDC? Any city, county or port in the State of Washington can establish an IDC.
3. When and how was the Port's IDC formed? The Port"s IDC was established on February 9, 1982 pursuant to RCW 39.84.
4. What is the Port's IDC's structure? It is a special purpose government with limited powers.
It is governed by a board of directors comprised of the same members as the Port
Commission.
The Port cannot lend credit or give money to IDC.
Debt is always non-recourse to the Port and to the IDC.
5. What law(s) govern the IDC? The IDC is governed by Washington State law RCW 39.84 (see Appendix A).
Tax-exempt debt issued by the IDC is further governed by Federal law (tax code).
In addition, the IDC is governed by resolutions adopted by the IDC board.
6. What is IDC policy? Resolution No. 2 (see Appendix B) adopted April 27, 1982 is a master policy for the
purpose of determining the eligibility of projects or proposals for financing.
In general, projects will be eligible for IDC financing if they will further the
objectives of the Port of Seattle.
7. Who borrows through the IDC? Any company with a project that qualifies for tax exempt financing and qualifies under RCW 39.84 and IDC
policy may apply for IDC financing.
Both the IDC Board and the Port Commission must approve any IDC bond issue.
8. How does the IDC get compensated? The IDC is compensated by the company borrowing through the IDC, for
administrative expenses related to the bond issues. T he compensation is based on a
percentage of the debt service. Payments can be made annually through the life of the
bond or in a lump-sum when bonds are issued.
9. Who pays the debt service (principal and interest) The company borrowing through the IDC pays the debt service. RCW 39.84.060
on the bond issue?
Page 16 of 25
Industrial Development Corporation (IDC) of the Port of Seattle
IDC Frequently Asked Questions (FAQs)
(Public Corporation Limitations) permits the IDC only to incur nonrecourse
revenue obligations, payable from revenues generated by the financed facility,
amounts received under financing documents, and/or amounts received from other
private sources. The IDC"s bond issues are structured as conduit revenue bond
issues. T he IDC pays the bond proceeds (less the IDC"s costs of issuance) to the
company, who is then responsible for paying debt service on the bonds.
10. Do the IDC's financial statements get audited? Yes, the IDC"s financial statements are audited by the state auditor"s office as
required by RCW 39.84.070., currently at least once every three years.
11. Is the IDC responsible if a company fails to No, debt is always non-recourse to the Port and to the IDC.
perform on the debt service payments?
12. Does the IDC receive any bond proceeds when No, bond proceeds go directly to the company borrowing through the IDC, except for
bonds are issued? reimbursement of any IDC incurred cost of issuance.
13. Why does the IDC not show outstanding debt on The liability shows up on the books of the company borrowing through the IDC since
its Balance Sheet? it is the entity responsible for debt service.
14. Who are the bondholders? The IDC does not have this information available to it.
The companies borrowing through the IDC pay their debt service (principal and
interest) to a trustee.
15. Are there other IDCs in Washington State? There are numerous cities, counties, and ports that have IDCs. A few examples are :
o City of Seattle Industrial Development Corporation,
o King County Economic Enterprise Corporation,
o Industrial Development Corporation of the Port of Bellingham,
o Economic Development Corporation of the Port of Olympia,
o Economic Development Corporation of Pierce County.
See Appendix C for additional examples of IDC"s.
Page 17 of 25
Industrial Development Corporation (IDC) of the Port of Seattle
IDC Frequently Asked Questions
Appendix A
Chapter 39.84 RCW
INDUSTRIAL DEVELOPMENT REVENUE BONDS
Chapter 39.84 RCW Industrial Development Revenue Bonds can be found in the Washington State Legislature web site, via the following hyperlink:
http://apps.leg.wa.gov/rcw/default.aspx?cite=39.84.
Page 18 of 25
Industrial Development Corporation (IDC) of the Port of Seattle
Appendix B
RESOLUTION NO. 2
A RESOLUTION of the Industrial Development Corporation of the Port of Seattle adopting a master policy for the purpose of
determining the eligibility of projects or proposals for financing.
WHEREAS, the Industrial Development Corporation of the Port of Seattle (the "Corporation") is a public corporation created pursuant to Chapter 300, Laws of
Washington 1981 (Reg. Sess.) codified as Chapter 39.84 of the Revised Code of Washington and Resolution No. 2845 adopted by the Port of Seattle Commission
on February 9, 1982; and
WHEREAS, the Corporation is now desirous of adopting a master policy to determine the eligibility of projects or proposals coming before the Corporation; and
WHEREAS, the Corporation wishes to establish and empower a Chief Staff Officer for the Corporation with the authority to amend, update and revise, when
necessary, the initial procedures to carry out the adopted policies herein; and
WHEREAS, the initial procedures have been submitted to the Board of Directors of the Corporation and by adoption of this Resolution represents Board
concurrence in the general context and form.
NOW, THEREFORE, BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT CORPORATION OF THE PORT OF SEATTLE, WASHINGTON, as
follows:
Section 1. It is the basic policy of the Corporation to comply with the applicable Federal and State of Washington laws and ame ndments thereto in determining
the eligibility of any project or proposal coming before the Corporation for consideration and/or approval for financing.
Section 2. The Corporation hereby adopts the following additional policy to determine the eligibility of projects or proposals for financing by the Corporation:
A. The Corporation will consider only projects or proposals which will further the purposes and objectives of the Port of Seattle as adopted by the Port
Commission December 9, 1980 or as further amended from time to time.
B. Tax exempt industrial revenue bonds will be issued only for the financing of projects which broaden and strengthen the economic base of the Port District by
enhancing trade and the movement of passengers and cargo by air or sea, including:
(1) the development or improvement of marine terminals and airport facilities or components thereof;
(2) the development and improvement of commercial and industrial land, manufacturing facilities, warehouses, terminal and transfer facilities, and related
improvements which enhance trade via Port-owned or operated airport and marine facilities;
(3) the development and improvement of facilities which will enhance or promote the Port"s Comprehensive Scheme; and
(4) the development and improvement of facilities which directly support and assist the movement of passengers and cargo by air or waterborne
transportation, including, but not limited to, aircraft and ship construction and repair facilities, facilities necessary for the inspection, weighing, storage,
and packaging of cargo; and connecting surface transportation facilities.
Page 19 of 25
Industrial Development Corporation (IDC) of the Port of Seattle
A. The Corporation will not consider projects or proposals that:
(1) unnecessarily or unjustifiably subsidize users, i.e., proponents must demonstrate reasonable need for this form of financing;
(2) create unfair competition or dislocate the balance of competition within the Port District;
(3) duplicate existing facilities which already adequately meet current needs;
(4) are proposed by others than the directly interested party, or by any proponent unable to demonstrate a sound operating an financial history; and
(5) and are not otherwise authorized by the 1981 Local Economic Development Act or other applicable laws.
Section 3. The Chief Staff Officer of the Corporation shall be the Executive Director of the Port of Seattle. The chief staff officer is hereby authorized to carry
out the purposes of the policies hereby and henceforth adopted by the Corporation and may amend, update and revise the procedures of this Resolution as it is
from time to time necessary due to changes in law and/or operations of the Port without prior Commission approval, except as to fees and assessments to be
charged.
The initial procedures have been submitted to the Board of Directors of the Corporation and by this Resolution they concur in the general context and form.
ADOPTED by the Board of Directors of the Industrial Development Corporation of the Port of Seattle, Washington this 27th day of April 1982.
JACK BLOCK
PRESIDENT
ATTEST:
HENRY L KOTKINS
SECRETARY
(SEAL)
Page 20 of 25
IDC Frequently Asked Questions
Appendix C
Examples of some local area IDCs**
City of Kent Economic Development Corporation
King County Economic Enterprise Corporation
Industrial Development Corporation of the City of Everett
Economic Development Corporation of Pierce County
City of Seattle Industrial Development Corporation
City of Redmond Economic Development Corporation
City of Auburn Economic Development Corporation
Industrial Development Corporation of Kitsap County
** Entities listed established IDCs. This is a partial representative list, and does not include all IDCs and Entities
with the IDCs in the State of Washington.
RESOLUTION NO. 78
A RESOLUTION of the Industrial Development Corporation of the Port of
Seattle authorizing the transfer of surplus funds for an
amount not to exceed $165,000 from the Industrial
Development Corporation to the Port of Seattle to fund
economic development activities in support of tourism
promotion for King County and the State of Washington.
WHEREAS, the Port of Seattle (the "Port") has created a public corporation, the
Industrial Development Corporation of the Port of Seattle (the "Development Corporation")
pursuant to RCW 39.84, as amended (the "Act") and Resolution No. 2845 of the Port
Commission for the purpose of issuing and selling nonrecourse revenue bonds in order to defray
the cost of acquiring, constructing and installing industrial development facilities by private users
("users"); and
WHEREAS, all costs and expenses of the Development Corporation are paid from fees
collected from users; and
WHEREAS, RCW 39.84.130 prohibits the commingling of funds of the Development
Corporation with funds of the Port; and
WHEREAS, RCW 39.84.130 further provides that those funds of the Development
Corporation that are not otherwise encumbered for the payment of revenue bonds and are not
reasonably anticipated by the Board of Directors of the Development Corporation to be necessary
for administrative expenses of the Development Corporation (hereinafter referred to "transferable
surplus funds") may be transferred to the Port and used for growth management, planning or
other economic development purposes; and
WHEREAS, RCW 53.08.245 authorizes the Port to engage in economic development
programs. In addition, port districts may contract with nonprofit corporations in furtherance of
this and other acts relating to economic development; and
WHEREAS, as provided in Article VIII, 8, the Port may engage in trade promotion
activities; and
WHEREAS, RCW 53.08.255 authorizes the Port to engage in tourism promotion; and
WHEREAS, the Port has worked in partnership with the Washington State Tourism
Office and Seattle"s Convention and Visitors Bureau to promote tourism in our area for at least
two decades, which contributes to economic activity for the Port and within the port district, for
the purpose of contributing to the Port"s core mission of economic development; and
WHEREAS, the Washington State Tourism Office will close June, 2011, leaving a large
gap in services for the promotion of tourism in the region; and
WHEREAS, the Port and other tourism industry partners have come together to assist in
the formation of a non-profit state-wide organization (Washington Tourism Alliance) that will
continue the State"s work of promoting tourism to the area; and
WHEREAS, this Board has determined that the balance on hand in the accounts of the
Development Corporation is more than sufficient to meet the reasonably anticipated needs of the
Development Corporation for 2011; and
WHEREAS, the Development Corporation has accumulated transferable surplus funds
and the directors of the Development Corporation have agreed to a transfer of those funds for an
amount not to exceed One Hundred Sixty Five Thousand Dollars ($165,000.00) to the Port under
RCW 39.84.130 in furtherance of the Port"s economic and tourism development efforts through
the services of the Washington Tourism Alliance.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Industrial
Development Corporation of the Port of Seattle, as follows:
Section 1. The Development Corporation is hereby authorized to transfer to the Port an
amount not to exceed One Hundred Sixty Five Thousand Dollars ($165,000.00) of transferable
surplus funds to fund, consistent with the Port"s mission of economic development, the Port"s
continuing tourism promotion program through a contract with the Washington Tourism
Alliance.
ADOPTED by the Board of Directors of the Industrial Development Corporation of the
Port of Seattle this _____ day of ________, 2011.
INDUSTRIAL DEVELOPMENT
CORPORATION OF THE PORT OF
SEATTLE
President, Board of Directors
ATTEST:
Secretary, Board of Directors
CERTIFICATE
I, the undersigned, Secretary of the Board of Directors (the "Board") of the Industrial
Development Corporation of the Port of Seattle (the "Development Corporation"), DO HEREBY
CERTIFY:
1. That the attached Resolution No. 78 (herein called the Resolution") is a true and
correct copy of a resolution of the Development Corporation as adopted at a special meeting of
the Board held on _____ day of ________, 2011.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
legal quorum was present throughout the meeting and a legally sufficient number of members of
the Board voted in the proper manner for the adoption of the Resolution; that all other
requirements and proceedings incident to the proper adoption of the Resolution have been duly
fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of ________, 2011.
Secretary, Board of Directors
Industrial Development Corporation of the
Port of Seattle
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