HomeMy WebLinkAboutSouth Correctional Entity Facility Public Development Authority Bonds - 2009 Denis Law :_ a
' ' TTi:
City Clerk -Bonnie I.Walton
November 4, 2009 - '
•
.Cheryl Fountain . _
- . Paralegal
• ' K&L Gates.LLP -
._9.25 Fourth Avenue, Suite 2900 •. •
Seattle,Washington 98104-1158
RE: SCORE Bond Documents _
Dear Ms: Fountain: _
Per our email exchange I am submitting three sets of original signed documents-for the
referenced Bond issuer
is - •
• - If you have any questions or concerns, please do not hesitate to contact-me.
• Sincerely, • , . _ -
Bonnie I. Walton. .• - .
. City Clerk . -
. cc: • Iwen Wang, Finance Administrator . - - •
•• Larry Warren, City Attorney. - -
_ 1055 South Grady Way•Renton,Washington 98057 • (425)430-6510/Fax(425)430-6516•rentonwa.gov •
,C`CY O CITY y1t1 RENTON' . :• •
® .: Office of the..City Attorney:,
Denis Law,Mayor•..: •.LawrenceJ.Warren•.`.,;.
, (?.:+-
• , - . • • . - • Senior Assistant City Attorneys •
Zinetta L,Fontes .
Assistant City Attorneys
Ann S:Nielsen... :'
Garmon.Newsom II:.
- ��Shawa E 'Arth6r ;:.
. � •; .. - . '�' .Tiffapy A'.Moreno- - '
November:4,2009 .
• South Correctional.Entity Facility. :
- ::Public Development Authority 1.. : . : -.
Renton;Washington: .• - • . • • .
•Seattle-Northwest Securities Corporation'.
Battle,..Washington
' : ' . .'Barclays:Capital•Inc. . . . ' � : : : . :.: .
Seattle,Washington:"
: : • ' , Fidelity Capital Markets,a division of.:.
National.finanicial•Services LL •
husetts : C. . .
. 'Boston:.Massac
.• . . ' Re:.' ; South CorrectionalEntity?•FaciliW'Public Development Authority:.;.::
•
-•Bonds;Sen es:2009A and Series 4009B(Taxable Build Amex ica Boyds
-Direct ent) • : ' • . .. .
I am a::duly appointed,••.gualified''and• authorized;City::Attorney::of:the: City.of • -- .. :..
:. : . Renton,:Washington:(the"City")::::Tins:opinion iribeini.:delivered in connection with the --
:::.••':issuance of the,South Correctional•Entity:Facility.Public:Development Authority Bonds;':. :.•
Series 2009A(the"-Series A•Bonds")and Series 2.00913 (Taxable Build America Bonds•-=' : :'
: = :Direct.Payment) (the "Series B,si ond•s,r and"together;_':the""Bonds") and pursuant:to: ::.
: S:ection.7(c)(v);:of the:Bondi Purchase.Contract between the'South.Correctional Entity. - : .
.,:Facility':Public: Development .Authority (the'."Author and;`.Seattle-Northwest.. -
. Securities.:Corporation,:on behalf of itself and:Barclays:Capital Inc.'and Fidelity.Capital.
. ;Markets,•.a•division of National Financial Services:LLC,'dated October.:21, 2009 (the. •• ' ••
:"Pur•chase'Contract"):`.'Unless'otherwise defined.herein,.alll::capital.i7ed'.terms used herein . .:
• shall have the meanings given'them'in the'Purchase-Contract.' - -
' ••• •• :•. I'have'reviewed:certain matters. related'toy:Ordi.nance:'No,'••5443;adopted:by:the. ;. :.• '
' City Council..on`February 2;2009:and Ordinance NO. 5480;adopted,by the CityCouncil : .
::-. ' on:August 17,2009' to g ether;.-the; •Ordinances"), and; as authorized by,the Ordinances, .- •:.:. : .
•
- -'the:execution and delivery:of::the Amended and:Restated SCORE Interlocal Agreement ::;.•:'•':' . : : '
•'among:he:City;of:Auburn,. the :City of:Burien;..the City. of Des Moines,•.the:City: of.`'
Federal.Way,,the City.of Renton,the ,City of SeaTac -and: City of Tukwila,:dated
' ': October 1;_2009(the"InterlocalA Agreement!), '
Post Office Box'626-Renton,Washington• .
8057=.(425 E N)255-8678,FAX(425),255=5474 , `. T.O
• _ - AHEAD:O ' TH,E,CURRE:
•
November 4, 2009':•
Page.':::-2-....1-•• - ... . .
•
•
•
In connection with ttie o p inions expressed bel have examined executed'.: ..'..; ;.
• Pt P •
;origi•nals,:or copies certified:•or otherwise.ide�ntified to my.'s•atisfaction,•of certifi•cate• s and
:, such'agreements :instruments.and'.documents•, andI Have satisfied myself as.to..s•uch other:
hatters.as T.have deemed necess• ary.ui order to:render-the`opinions:expressed.,below'.•:'•In..• ;,•. :.„....::,:s•: •
.' ••reviewing:such documents,and i• .renderi•ng the.,opinions:expressed below,I have;among : ::
other`things; .relied;upon .th• e' :representations and'`warranties;as`:to •factual`'.matters: ,: :.. •• :.
contained T•••••he'documents: :
-• • .. Based:upo n:• th•e •:. ..• ..
• 'and my examinati•ons.'of such questions:of law.as'I have:: .
deemednecess' : -or'a ro riate for"the .. ose of this o•ini•on,and subject to and based,
arY PP P. . purP. . P.
".."•-:•u0.04"the_qualifications and assumptions set•forth in:subsequent.poi ions of.:this opi ion._. ..:.:.-..:.:::::•........-.:::.,...,....::;:..-..:'.
letter,I am of the opinion'that: .
munici al co.-:oration dul. :or- anized..and exist - `•
' Y g • g
laws of the.State.of Washington;
2: . . The Ci 'has.al requisite ower.and autho i a t• o ado 't the rdinances
tY.. t q.:: .P.� ..,nty O P Q �,.
:':....: '••.;;(b)to execute'and`deliver the''Interlocal', greement;Y::aria :(c)'-to perform•its.,obligations"
under the'Interlocal Agreement,� • "`'
3. The rd'nanc •s'.were o• ed:b the Ci 'at �,�ee s' were .dul
:- .. • t
-
. , , III;.,.
.f3':. ting-. t'' 'Y-
notic call• ed.and held • •
a^a:,s
`:'iii: :.`f=•;.�::,i::.. .>..;Y•".:• .r;,r,;..
•:4: T•he.Ci has duly.A.1 --a roved the-.execu•tion.and;•delivery:of,
'and the:'.obser111w.. .'and• • performance b• e::Cl `of.=its.covenants`•and`• -Obligations• :
.i'C'=t.... HS" •.,`. `d.
A• '-°. -.....„:,•,,,•,:-. I Fe .and
T:.
eontainecl :the�Iuterlocal. m
5. •.The InterloealAgreement. asstimin ` ey due.a thori l;.v execution-aid
dehvery thereof:by.:the.•::other;;::parties.:thereto) constitutes=:tlie'legal ::valid TI--• .binding:.'
::.,obligation..o• f the City;:enforceabm.:accordance,with,it s`terms, except:.as•enorcement.;:. •' , --
:'•ma :be. limited b -or -rendered: ineffective-.: b`...Y-: ruptcy;:'bisolvency, fraudulent:-
.., . . . .. :•. : •
•
. : conye. ance,reor anization;moratorium and`other similar lawsaffecting•:creditors'.::ri is :>'.:-
:generally;or:the:application'.•of equitable principles:and.th•e exercise of judicial discretion
. .:in:appropriate:cases: •
I am a:�ember of.the bar:of the,State of Washington::The•foregoing:opinions.:are . :
:.' _` 'opi•nion•s.,•only'.and.:•not':- ..anties,:or. warranties-of the.. as discussedd;therem . The-:: '. : '' .. ; ;:
. .. foregoing:•opimo•ns further-are limited't•o..matters mvol-.:••
ng the-federal laws.:of the United '••,: .-'
'�• •'• .:5#ates.�aud the laws oftlie State.of Washington,.and I do.not express:ari �o non�as;tti,the:;•�: °':::.::•'"':::.;. ':..:.-,..
1
r..
,....••••f•any other jurisdiction
The Ci• -:is:not•the:issuer. of'the''Bonds: I':ha•-- --11..- .acted as•bond counsel;in
connection;with.ahe issuarice'of•the Bonds.•. :T'herefore.no o inion:isi:`::: •.• sed regarding .', ".,• '':
the:validity•or:enfor•ceabili• ty:.of the Bonds'or-the.Bond Resolution or the exclusion.from • ...:.;
•- ss mcome:.:for. purposes .:of federal income•taxation-• .... •ie;intexest•.on.the: Series :•A .:::•':•'.-::`-.-: : ,.. .'.
.Bonds,and no_opinion is expressed.regarding compliance with the-requirements of 9r...he :. ` ::
„.. : -: Noverxrber:4 2009'-. ..
Page
:'•
obtainingof an •consent :a •roval,:authorization;or'order:re uired.to.be;obtained''iande!.:•••••:::•••••:-
r`•. -
, ,.`.any: st•at•e-'•o•r federal securities'law.�orr-,regulation:that• ':maybe:necessary•to;.:.issue,;:sell oi_...,: .`'. ' .::.
.delive 'the Bonds. ”. •• •• f. ..
•>: This:."o p:union.is •`ven:as•of the:da•te;.hereof'and'is._,based of '.facts and`•:contions -c•;`.: .. " ':
s and I-,••••••:oot
' '• resent--- known to-.::4S.
. ,• .. . ,.p., y.=.. .known.: ;and•_:t•he,laws:.nil'.regulahbns`currently;:in.effect,,. . . . .••:.......,-,
-:undertake:_and:hereby isclaim-any obligation.to.advise:you of any change.in"aiiy matters_'- ;
set•forth'herein:: This.-opinion is'furnished.to.•you solely.for:your..benefit,and:'may��ot:be ::. ..` ' :
:.- :•.. relied on:bquoted, nor'co I.nes delive•--.6.d.16, any other ersori. other Ilia i `:oui.le al:and'•;
ro fe•ssional°adviso•rs .but:onl•y for..•pu•rposes of their:,representations:s.of and.ad•vic:e to'you` •- _: :.',; :.
: :in"connection i:.t•he purchase.and-sale of'the Bonds) wi t-i•out.m_y•prior"written•consent
m eachmstance .:-
r .•
AI
:���`�; 'awrence-J-:•V�• 12enton:Cty.:Attorney.•
_. -...::,•:••• ,. .' ,. ter;_ ,tet,,
,4s
•
. ... ..-.rte _
.. ... .. ......... ..,,,...:L4-,.....„.......A. .pkv l'ti•
' �:.��;,�:i'C,--.,(- ..:�:<'::` am :� .T' • • '
,e%tom•'"..ct
.y
x•L
CERTIFICATE
I, DENIS W. LAW, the duly elected Mayor of the City of Renton, Washington (the
"City"), do hereby certify as of this date that Iwen Wang, Bonnie I. Walton, and Lawrence J.
Warren, are the duly appointed Finance and Information Services Administrator, City Clerk, and
City Attorney,respectively,of the City.
Dated as of this 4th day of November,2009.
CITY OF RENTON, WASHINGTON
E,W,So LA)` \hi/AT
Denis W. Law
Mayor
P:120358 DG120358 OLL 10/29/09
' I
r
•
GENERAL CERTIFICATE
OF THE CITY OF RENTON
I, Bonnie I. Walton, Clerk of the City of Renton, Washington(the"City"), DO HEREBY
CERTIFY as follows:
1. Attached as "Exhibit A" is a true and correct copy of the proceedings of the City
Council selecting the current official newspaper of the City.
2. Attached as "Exhibit B" is a true and correct copy of the proceedings of the City
Council setting the date,time and place of regular meetings of the City Council.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 4th day of November,
2009.
CITY OF RENTON, WASHINGTON
ida
Bonnie I. Walton, City Clerk
•
P:120358 DG20358 OLL 90/29109
• CERTIFICATE REGARDING OUTSTANDING DEBT
I, Iwen Wang, Finance and Information Services Administrator of the City of Renton,
Washington (the "City"), do hereby certify that the following are all of the City's currently
outstanding general obligation bonds and long-term leases and financing contracts as of
•
November 4, 2009:
(1) Voted General Obligation Bonds:
Designation Outstanding Balance
(2) Nonvoted General Obligation Bonds:
Designation Outstanding Balance
(3) Long-term leases and conditional sale contracts(including COPs)and other debt:
Designation Outstanding Balance
$
Dated this 4th day of November,2009.
Iwe ,
Finance an. o a , ervices
Administrator
P:120358 DG120358 OLL 10!29109
CERTIFICATE REGARDING OUTSTANDING DEBT
I, Iwen Wang, Finance and Information-Services Administrator of the City of Renton,
Washington (the "City"), do hereby certify that the following are all of the City's currently
outstanding general obligation bonds and long-term leases and financing contracts as of
November 4,2009:
(1) Voted General Obligation Bonds:
Designation Outstanding Balance
$
(2) Nonvoted General Obligation Bonds:
'Designation Outstanding Balance
UaMcru,o $ 4), 4.33,67) )
(3) Long-term leases and conditional sale contracts(including COPs) and other debt:
1
Designation Outstanding Balance
&O« Cou" . r C 1— Lea - $ 55, 155
Dated this 4th day of November,2009.
I -n Wang,
Finance and Informati. T Services
Administrator
P:120358 DG120358_0LL 10/29/09
•
CALCULATION OF DEBT LIMIT
•
Value of Taxable Property within the City of Renton, Washington set in
2008 for purposes of 2009 regular and excess levies,per statement of the
King County Assessor: $
Nonvoted Indebtedness:
Nonvoted Debt Ceiling per RCW 39.36.020:
1.5%of value of taxable property $
Less:
Principal Component of Capital Contribution of South Correctional
Entity Facility Public Development Authority Bonds, Series 2009A and ($ )
Series 2009B (Taxable Build America Bonds—Direct Payment)
Long-term leases and conditional sale contracts ($ )
Nonvoted general obligation debt ($ )
Total nonvoted debt $
Remaining nonvoted debt capacity per RCW 39.36.020: $
Total Debt Ceiling for General Municipal Purposes,
Voted and Nonvoted,per RCW 39.36.020:
2.5%value of taxable property $
Less:
Voted debt outstanding • ($ )
Nonvoted debt(see above) ($ )
Total debt $
Remaining debt capacity unused for general municipal purposes $
I `
Based upon the statement of assessed valuation of the King County Assessor and the
Certificate of the Finance and Information Services Administrator of the City of Renton as to
bonds, conditional sale contracts and leases outstanding as of November 4, 2009, the City of
Renton's principal component'of its capital contribution (36% or $31,044,600) of the South
Correctional Entity Facility Public Development Authority Bonds, Series 2009A and South
Correctional Entity Facility Public Development Authority Bonds, Series 2009B (Taxable Build
America Bonds—Direct Payment), issued in the aggregate principal amounts of$8,205,000 and
$78,030,000, respectively, will be within the constitutional and statutory limits for voted,
nonvoted and total indebtedness.
Dated this 4th day of November,2009.,
K&L GATES LLP
P:120358_DG120358_0LL 10129/09
By
Deanna L. Gregory
-2- PA20358_DM20358_OLL 10/29/09
CERTIFICATE REGARDING
ORDINANCE NO. 5443
I, the undersigned Clerk of the City of Renton, Washington (the "City"), DO HEREBY
CERTIFY:
1. That the attached Ordinance No. 5443 (herein called the "Ordinance") is a true
and correct copy of an ordinance of the City as passed at a meeting of the City Council of the
City held on February 2, 20th, and duly recorded in my office and 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 City Council voted in the proper
manner for the passage of the Ordinance; that all other requirements and proceedings incident to
the proper passage of the Ordinance have been duly fulfilled, carried out and otherwise observed,
and that I am authorized to execute this certificate.
2. Attached as "Exhibit ;A" is a true and correct copy of the minutes of the
January 26,2009 City Council meeting showing the first reading of the Ordinance.
3. Attached as "Exhibit B" is a true and correct copy of the minutes of the
February 2, 2009 City Council meeting which reflect the second and final reading and adoption
• of the Ordinance.
4. Attached as "Exhibit C" is a true and correct copy of the Affidavit of Publication
of notice of adoption of the Ordinance.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 4th day of November,
2009.
CITY OF RENTON,WASHINGTON
Bonnie I. Walton,City Clerk
P:120358 DG120358 0LL 10/29/09
CERTIFICATE REGARDING
ORDINANCE NO. 5480
I, the undersigned Clerk of the City of Renton, Washington (the "City"), DO HEREBY
CERTIFY:
1. That the attached Ordinance No. 5480 (herein called the "Ordinance") is a true
and correct copy of an ordinance of the City as adopted at a meeting of the City Council of the
City held on August 17, 2009, and duly recorded in my office and 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 City Council voted in the proper
manner for the passage of the Ordinance; that all other requirements and proceedings incident to
the proper passage of the Ordinance have been duly fulfilled, carried out and otherwise observed,
and that I am authorized to execute this certificate.
2. Attached as "Exhibit A" is a true and correct copy of the minutes of the
August 17,2009 City Council meeting which reflect the adoption of the Ordinance.
3. Attached as "Exhibit B" is a true and correct copy of the Affidavit of Publication
of notice of adoption of the Ordinance.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 4th day of November,
2009.
CITY OF RENTON, WASHINGTON
Bonnie I. Walton, City Clerk
P_120358 DG120358 OLL 10129109
CERTIFICATE OF THE CITY OF RENTON
PURSUANT TO SECTION 7(c)(viii) OF THE BOND PURCHASE CONTRACT
I, DENIS W. LAW, Mayor of the City of Renton, Washington (the "City"), pursuant to
Section 7(c)(viii) of the Bond Purchase Contract between the South Correctional Entity Facility
Public Development Authority,(the "Authority") and Seattle-Northwest Securities Corporation,
on behalf of itself and Barclay Capital Inc. and Fidelity Capital Markets, a division of National
Financial Services LLC, dated;October 21, 2009 (the "Purchase Contract"), hereby certifies as
follows:
1. The City is a municipal corporation duly organized under the laws of the State of
Washington;
2. The City has the legal right, power and authority to execute and deliver the
Amended and Restated SCORE Interlocal Agreement among the City of Auburn, the City of
Burien,the City of Des Moines',the City of Federal Way,the City of Renton,the City of SeaTac,
and the City of Tukwila(the "Interlocal Agreement") and the Continuing Disclosure Agreement
among the Authority, the City of Auburn, the City of Burien, the City of Federal Way, the City
of Renton,the City of SeaTac,and the City of Tukwila(the"Disclosure Agreement");
3. The execution and delivery by the City of the Interlocal Agreement was
authorized by Ordinance No. 5480 passed at a meeting of the City Council held on August 17,
2009. Such meeting was duly I convened and held in all respects according to law; to the extent
required by law, due and proper notice of such meetings was given; a quorum was present
throughout such meeting; a legally sufficient number of votes were cast in the proper manner for
the passage of such ordinance; and such ordinance is in full force and effect as of the date hereof
and has not been amended, superseded or repealed;
4. The City has duly authorized the execution and delivery by the City of the
Interlocal Agreement and the Disclosure Agreement, and the Interlocal Agreement and the
Disclosure Agreement have each been authorized, executed and delivered by the City;
5. The information concerning the City contained in the Preliminary Official
Statement relating to the Authority's Bonds, Series 2009A and the Authority's Bonds, Series
2009B (Taxable Build America Bonds — Direct Payment), issued in the aggregate principal
amounts of$8,205,000 and $78,030,000, respectively (the "Bonds") dated October 8, 2009 was
true and correct as of such date and the information concerning the City contained in the final
Official Statement dated October 21, 2009 was true and correct as of such date and is true and
correct as of the date hereof;
6. The City is not in material breach of or in default under the Interlocal Agreement,
and no event has occurred and is continuing that constitutes or that, with the passage of time or
the giving of notice, or both,would constitute a material breach of or default under the Interlocal
Agreement; and
7. To the best of my knowledge after due investigation, there are no actions or
proceedings against the City pending before any court, government agency or arbitrator, or
overtly threatened in writing, challenging the ability of the City to enter into the Interlocal
Agreement or the Disclosure Agreement or to perform any of its obligations thereunder.
Capitalized terms not defined herein shall have the meaning set forth in the Purchase
Contract.
Dated as of this 4th day of November, 2009.
CITY OF RENTON, WASHINGTON
‘i. e,f.,(4‘ (A)
Denis W. Law
Mayor
•
-2- P:120358 DG120358_0LL 1029109
[Letterhead of the City Attorney]
November 4,2009
South Correctional Entity Facility
Public Development Authority
Renton, Washington
Seattle-Northwest Securities Corporation
Seattle, Washington
Barclays Capital Inc.
Seattle, Washington
Fidelity Capital Markets, a division of
National Financial Services LLC
Boston, Massachusetts
Re: South Correctional Entity Facility Public Development Authority
Bonds, Series 2009A and Series 2009B (Taxable Build America Bonds—Direct
Payment)
I am a duly appointed) qualified and authorized City Attorney of the City of Renton,
Washington(the "City"). This opinion is being delivered in connection with the issuance of the
South Correctional Entity Facility Public Development Authority Bonds, Series 2009A (the
"Series A Bonds") and Series 2009B (Taxable Build America Bonds — Direct Payment) (the
"Series B Bonds," and together, the "Bonds") and pursuant to Section 7(c)(v) of the Bond
Purchase Contract between the South Correctional Entity Facility Public Development Authority
(the "Authority") and Seattle-Northwest Securities Corporation, on behalf of itself and Barclays
Capital Inc. and Fidelity Capital Markets, a division of National Financial Services LLC, dated
October 21, 2009 (the "Purchase Contract"). Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given them in the Purchase Contract.
I have reviewed certain matters related to Ordinance No. 5443 adopted by the City
Council on February 2, 2009 and Ordinance No. 5480 adopted by the City Council on
August 17, 2009 (together, the "Ordinances"), and, as authorized by the Ordinances, the
execution and delivery of the,Amended and Restated SCORE Interlocal Agreement among the
City of Auburn,the City of Burien,the City of Des Moines,the City of Federal Way,the City of
Renton, the City of SeaTac, and the City of Tukwila, dated October 1, 2009 (the "Interlocal
Agreement").
In connection with the opinions expressed below, I have examined executed originals, or
copies certified or otherwise identified to my satisfaction, of certificates and such agreements,
instruments and documents, and I have satisfied myself as to such other matters as I have
deemed necessary in order to render the opinions expressed below. In reviewing such
November 4,2009 •
Page 2
documents, and in rendering the opinions expressed below, I have, among other things, relied
upon the representations and warranties as to factual matters contained in the documents.
Based upon the foregoing and my examinations of such questions of law as I have
deemed necessary or appropriate for the purpose of this opinion,and subject to and based upon
the qualifications and assumptions set forth in subsequent portions of this opinion letter, I am of
the opinion that:
1. The City is a municipal corporation duly organized and existing under the laws of
the State of Washington;
2. The City has all requisite power and authority (a)to adopt the Ordinances, (b)to
execute and deliver the Interlocal Agreement, and (c)to perform its obligations under the
Interlocal Agreement;
3. The Ordinances were adopted by the City at meetings that were duly noticed,
called and held;
4. The City has duly authorized and approved the execution and delivery of, and the
observance and performance by the City of its covenants and obligations contained in, the
• Interlocal Agreement;and
5. The Interlocal Agreement(assuming the due authorization, execution and delivery
thereof by the other parties thereto) constitutes the legal,valid and binding obligation of the City,
enforceable in accordance with its terms, except as enforcement may be limited by or rendered
ineffective by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws affecting creditors' rights generally or the application of equitable principles
and the exercise of judicial discretion in appropriate cases.
I am a member of the bar of the State of Washington. The foregoing opinions are
opinions only and not guaranties or warranties of the matters discussed therein. The foregoing
opinions further are limited to matters involving the federal laws of the United States and the
laws of the State of Washington, and I do not express any opinion as to the law of any other
jurisdiction.
The City is not the issuer of the Bonds. I have not acted as bond counsel in connection
with the issuance of the Bonds. Therefore, no opinion is expressed regarding the validity or
enforceability of the Bonds or the Bond Resolution or the exclusion from gross income for
purposes of federal income taxation of the interest on the Series A Bonds, and no opinion is
expressed regarding compliance with the requirements of or the obtaining of any consent,
approval, authorization or order required to be obtained under any state or federal securities law
or regulation that may be necessary to issue, sell or deliver the Bonds.
•
November 4,2009
Page 3
This opinion is given as of the date hereof and is based on facts and conditions presently
known to us and the laws and regulations currently in effect, and I do not undertake and hereby
disclaim any obligation to advise you of any change in any matters set forth herein. This opinion
is furnished to you solely for jyour benefit and may not be relied on by, quoted, nor copies
delivered to, any other person) (other than your legal and professional advisors, but only for
purposes of their representation of and advice to you in connection with the purchase and sale of
the Bonds)without my prior written consent in each instance.
{
CERTIFICATE OF THE CITY OF RENTON
I, Iwen Wang,the Finance and Information Services Administrator of the City of Renton,
Washington (the "City"), make this certificate for the benefit of all persons interested in the
exclusion from gross income for federal income tax purposes of the interest on the South
Correctional Entity Facility Public Development Authority (the "Authority") Bonds, Series
2009A (the "Series A Bonds"). Each capitalized term used herein has the meaning specified for
such term in the Federal Tax Certificate to which this Exhibit C is attached (the "Federal Tax
Certificate"). I hereby certify as follows as of the issue date:
1. I am the duly chosen, qualified and acting officer of the City for the office shown
below my signature; as such, I am familiar with the matters herein certified and I am duly
authorized to execute and deliver this certificate on behalf of the City. I have reviewed the
Federal Tax Certificate to which this certificate is attached; and to the best of my knowledge and
belief, the facts, estimates and expectations as set forth in such Federal Tax Certificate are
reasonable, accurate, complete and not misleading.
2. The City will not (a)make any use of the proceeds from the sale of the Series A
Bonds or any other money or obligations that may be deemed to be proceeds of the Series A
Bonds pursuant to Section 148(a) of the Internal Revenue Code of 1986, as amended (the
"Code") that will cause the Series A Bonds to be "arbitrage bonds" within the meaning of said
section and said regulations, or (b) act or fail to act in a manner that will cause the Series A
Bonds to be considered obligations not described in Section 103(a)of the Code.
3. The City does not anticipate issuing more than $30,000,000 in tax-exempt
obligations during 2009, including the principal component of the City's Capital Contribution
(36% or $2,953,800) of the par amount of the Series A Bonds (excluding obligations permitted
by the Code to be excluded for purposes of the City's qualification as a qualified small issuer).
The Authority may rely on the statements made herein in connection with making the
representations set forth in the certificate and in its efforts to comply with the conditions imposed
by the Code on the exclusion of interest on the Series A Bonds from the gross income of their
owners. K&L Gates LLP also may rely on this certificate for purposes of its opinion regarding
the treatment of interest on the Series A Bonds as excludable from gross income for federal
income tax purposes.
Dated this 4th day of November,2009.
I yen W. ,
Finance and Information Services
Administrator
CERTIFICATE OF THE CITY OF RENTON
I, Iwen Wang, the Finance and Information Services Administrator of the City of
Renton, Washington (the "City"), make this certificate for the benefit of all persons
interested in the status of the South Correctional Entity Facility Public Development
Authority(the"Authority")ponds,Series 2009B (Taxable Build America Bonds—Direct
Payment) (the "Series B Bonds") as Build America Bonds under section 54AA of the
Internal Revenue Code of 1986, as amended (the "Code") that are qualified bonds for
purposes of section 54AA(1g) of the Code. Each capitalized term used herein has the
meaning specified for such term in the Federal Tax Certificate to which this Exhibit C is
attached. I hereby certify as follows as of the issue date:
1. I am the duly chosen, qualified and acting officer of the City for the office
shown below my signature;,as such, I am familiar with the matters herein certified and I
am duly authorized to execute and deliver this certificate on behalf of the City. I have
reviewed the Federal Tax Certificate to which this certificate is attached; and to the best
of my knowledge and belief, the facts, estimates and expectations as set forth in such
Federal Tax Certificate are reasonable, accurate, complete and not misleading.
I
2. The City will not make any use of the proceeds from the sale of the Series
B Bonds or any other money or obligations that may be deemed to be proceeds of the
Series B Bonds pursuant to Section 148(a)of the Code that will cause the Series B Bonds
to be"arbitrage bonds"within the meaning of said section and said regulations.
3. The City will not act or fail to act in a manner that will adversely affect the
status of the Series B Bonds as Build America Bonds within the meaning of section
54AA of the Code and qualified bonds within the meaning of Section 54AA(g) of the
Code.
The Authority may rely on the statements made herein in connection with making
the representations set forth in the Federal Tax Certificate and in its efforts to comply
with the conditions imposed by the Code with respect to the status of the Series B Bonds
as Build America Bonds within the meaning of section 54AA of the Code and qualified
bonds within the meaning of Section 54AA(g) of the Code. K&L Gates LLP also may
rely on this certificate for;purposes of its opinion regarding the status of the Series B
Bonds as Build America Bonds within the meaning of section 54AA of the Code and
qualified bonds within the meaning of Section 54AA(g) of the Code.
Dated this 4th day of November,2009.
4,0e.
Iwen Wang,
Finance and Information Services
Administrator
EXECUTION VERSION
CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (this "Disclosure Agreement") is executed and
delivered by the South Correctional Entity Facility Public Development Authority (the
"Authority") and the Cities of Auburn, Burien, Federal Way, Renton, SeaTac and Tukwila,
Washington (each, an "Owner City"), in connection with the issuance by the Authority of
$86,235,000 aggregate principal amount of its Bonds, Series 2009A(the"Series 2009A Bonds"),
and its Bonds, Series 2009B (Taxable Build America Bonds — Direct Payment) (the "Series
2009B Bonds," and together with the Series 2009A Bonds, the "Series 2009 Bonds"). The
Series 2009 Bonds are being issued pursuant to a Bond Resolution adopted by the Board of
Directors of the Authority(the "Bond Resolution"). The Authority and the Owner Cities hereby
covenant and agree as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the Authority and the Owner Cities for the benefit of the holders
of the Series 2009 Bonds and in order to assist the Participating Underwriters in complying with
Rule 15c2-12 (each as defined below).
Section 2. Definitions. In addition to the definitions set forth in the Bond Resolution
or in the Official Statement relating to the Series 2009 Bonds dated October 21, 2009 (the
"Official Statement"), which apply to any capitalized term used in this Disclosure Agreement
unless otherwise defined in this Section,the following capitalized terms shall have the following
meanings:
"Authority Annual Report" means any Authority Annual Report provided by the
Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Authority Submission Date,"with respect to each Fiscal Year, means the date that is 270
days after the end of such Fiscal Year.
"Fiscal Year" means the fiscal year of the Authority, currently the twelve-month period
ending on each December 31,as such fiscal year may be changed from time to time.
"Listed Events" means any of the events listed in Section 5(a) of this Disclosure
Agreement.
"MSRB"means the Municipal Securities Rulemaking Board.
"Owner City" means each of the Cities of Auburn,Burien,Federal Way, Renton, SeaTac
and Tukwila, Washington, each a municipal corporation organized and existing under the laws
and statutes of the State.
"Owner City Annual Report" means any Owner City Annual Report provided by an
Owner City pursuant to,and as described in, Sections 3 and 4 of this Disclosure Agreement.
51027356.1
i
"Owner City Submission Date," with respect to each Fiscal Year, means the date that is
240 days after the end of such Fiscal Year.
"Participating Underwriters" means the original underwriters of the Series 2009 Bonds
required to comply with Rule 15c2-12 in connection with offering of the Series 2009 Bonds.
"Rule 15c2-12" means paragraph (b)(5) of Rule 15c2-12 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as the same may be
amended from time to time. ,
"State"means the State of Washington.
•
Section 3. Provision of Annual Reports.
(a) Each Owner City shall, not later than the Owner City Submission Date for each
Fiscal Year, commencing with the Fiscal Year ending on December 31, 2009, provide to the
Authority a Owner City Annual Report consistent with the requirements of Section 4 of this
Disclosure Agreement.
(b) The Authority shall, not later than the Authority Submission Date for each Fiscal
Year,commencing with the Fiscal Year ending on December 31, 2009,provide to the MSRB an
Authority Annual Report consistent with the requirements of Section 4 of this Disclosure
Agreement, in an electronic format as prescribed by the MSRB, accompanied by identifying
information as prescribed by the MSRB.
(c) Until otherwise designated by the MSRB or the Securities and Exchange
Commission,any information or notices submitted to the MSRB in compliance with the Rule are
to be submitted through the MSRB's Electronic Municipal Market Access system ("EMMA"),
currently located at www.emma.msrb.org. All notices, financial information and operating data
required by this undertaking to be provided to the MSRB must be in an electronic format as
prescribed by the MSRB. All documents provided to the MSRB pursuant to this undertaking
must be accompanied by identifying information as prescribed by the MSRB.
Section 4. Content of Annual Reports.
(a) Each Owner City Annual Report shall contain or include by reference (without
duplication)the following:
(1) The audited financial statements of such Owner City for the prior Fiscal
Year, prepared in accordance with generally accepted accounting principles. If such
Owner City's audited financial statements are not available by the Owner City
Submission Date, the Owner City Annual Report shall contain unaudited financial
statements in a format similar to the format of the Owner City's audited financial
statements, and the Owner City's audited fmancial statements shall be filed in the same
manner as the Owner City Annual Report when they become available.
(2) The following financial and operating information of such Owner City for
such Fiscal Year(if not included in the fmancial statements):
2
51027356.1
•
(A) authorized, issued and outstanding general obligation indebtedness,
if any; and
(B) assessed valuation, ad valorem property tax rate and amount of ad
valorem property taxes collected.
(b) . Each Authority Annual Report shall contain or include by reference (without
duplication)the following:
(1) The Owner City Annual Report for each Owner City.
(2) The audited financial statements of SCORE and the Authority for the prior
Fiscal Year, prepared in accordance with generally accepted accounting principles. If
such audited fmancial statements are not available by the Authority Submission Date,the
Authority Annual Report shall contain unaudited fmancial statements in a format similar
to the Authority's and SCORE's audited financial statements, and the audited financial
statements shall be filed in the same manner as the Authority Annual Report when they
become available.
(3) A statement of authorized, issued and outstanding Authority indebtedness
for such Fiscal Year(if not included in the fmancial statements).
(c) Any or all of the items to be included in the Authority Annual Report may be
provided in a single or multiple documents, and may be incorporated by specific reference to
documents available to the public on the Internet Web site of the MSRB or filed with the
Securities and Exchange Commission.
Section 5. Reporting of Listed Events.
(a) This Section shall govern the giving of notices of the occurrence of any of the
following events with respect to the Series 2009 Bonds:
(1) principal and interest payment delinquencies;
(2) non-payment related defaults;
(3) unscheduled draws on the debt service reserves reflecting financial
difficulties;
(4) unscheduled draws on the credit enhancements reflecting financial
difficulties;
(5) adverse tax opinions or events affecting the tax-exempt status of the Series
2009A Bonds;
(6) substitution of the credit or liquidity providers or their failure to perform;
(7) modifications to rights of Bondholders;
3
51027356.1
(8) optional,!contingent or unscheduled bond calls;
(9) defeasances;
(10) release, substitution or sale of property securing repayment of the Series
2009 Bonds;and
(11) rating changes.
(b) Whenever the Authority obtains knowledge of the occurrence of a Listed Event,
the Authority shall as soon as possible determine if such event is material,within the meaning of
such term under federal securities laws. Any event under clause (a)(11) will always be deemed
to be material.
(c) If the Authority has determined that a Listed Event is material,the Authority shall
promptly file a notice of such occurrence with the MSRB. Notwithstanding the foregoing,notice
of Listed Events described in clauses(a)(8) and (9) need not be given under this subsection any
earlier than the notice (if any) of the underlying event is given to the holders of affected Series
2009 Bonds pursuant to the Bind Resolution.
Section 6. Termination of Reporting Obligation. The Authority's and each Owner
City's obligations under this Disclosure Agreement shall terminate upon the legal defeasance,
prior redemption or payment din full of all of the Series 2009 Bonds. If the Authority's or any
Owner City's obligations under the Bond Resolution and/or the Interlocal Agreement are
assumed in full by some other entity, such entity shall be responsible for compliance with this
Disclosure Agreement in the same manner as if it were the Authority or such Owner City,as the.
case may be, and the original Authority or Owner City, as the case may be, shall have no further
responsibility hereunder.
Section 7. Dissemination Agent. The Authority may, from time to time, appoint or
engage a dissemination agent to assist it in carrying out its obligations under this Disclosure
Agreement, and may discharge any such dissemination agent, with or without appointing a
successor dissemination agent.
Section 8. Amendment Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the !Authority and the Owner Cities may amend this Disclosure
Agreement and any provision of this Disclosure Agreement may be waived, if (a)the
amendment or waiver is necessary to reflect a change in circumstances that arises from a change
in legal requirements, a change in law, a change in the identity, nature or status of an obligated
person,or a change in the type of activities or business conducted by the Authority or any Owner
City or other obligated person; (b)the undertaking, as amended, would have complied with the
requirements of Rule 15c2-12 at the time of the primary offering of the Series 2009 Bonds, after
taking into account any amendments or interpretation of Rule 15c2-12 by the Securities and
Exchange Commission and any such change in circumstances;and(c) it is determined by a party
unaffiliated with the Authority or any Owner City, such as nationally recognized bond counsel or
• other counsel expert in federal securities laws, or pursuant to a favorable "no-action" letter
issued by the Securities and Exchange Commission, that the amendment or waiver does not
materially and adversely affect the interests of Bondholders. The Authority will give notice to
4
51027356.1
the MSRB of the substance(or provide a copy)of any amendment to this Disclosure Agreement
and a brief statement of the reasons for the amendment. If the amendment changes the type of
annual fmancial information to be provided, the notice also will include a narrative explanation
of the effect of that change on the type of information to be provided.
Section 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Authority or any Owner City from disseminating any other information,
using the means of dissemination set forth in this Disclosure Agreement or any other means of
communication, or including any other information in any Authority Annual Report or notice of
occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement.
If the Authority or any Owner City chooses to include any information in any Authority Annual
Report or notice of occurrence of a Listed Event in addition to that which is specifically required
by this Disclosure Agreement, the Authority shall have no obligation under this Disclosure
Agreement to update such information or include it in any future Authority Annual Report or
notice of occurrence of a Listed Event.
Section 10. Default. A default under this Disclosure Agreement shall not be deemed a
default under the Bond Resolution, the Interlocal Agreement or any other document relating to
the Authority or the Series 2009 Bonds (other than this Disclosure Agreement), and the sole
remedy under this Disclosure Agreement in the event of any failure of the Authority or any
Owner City to comply with this Disclosure Agreement shall be an action to compel performance
herewith.•
Section 11. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Authority, the Owner Cities, the Participating Underwriters and the holders from time to
time of the Series 2009 Bonds,and shall create no rights in any other person or entity.
[Signature page follows]
5
51027356.1
Section 12. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Dated: November 4,2009.
SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY
By
CITY OF AUBURN, WASHINGTON
By
CITY OF BURIEN,WASHINGTON
• By
CITY O EDERAL WAY WASHINGTON
By
CITY OF RENTON,WASHINGTON
By
CITY OF SEATAC,WASHINGTON
By
CITY OF TUKWILA,WASHINGTON
•
By
6
51027356.1
CERTIFICATE REGARDING
ORDINANCE NO. 5444 OF THE CITY OF RENTON,WASHINGTON
I, Bonnie I. Walton, City Clerk of the City of Renton, Washington (the "City"), hereby
certifies that:
1. That the attached Ordinance No. 5444 (the "Ordinance") is a true and correct
copy of an ordinance of the City Council, as finally adopted at a regular meeting of the City
Council held on February 2, 2009, and duly recorded in my office, and that such Ordinance has
not been amended or superseded.
2. That the 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 the meeting was given; that a
legal quorum was present throughout the meeting and a legally sufficient number of members of
the City Council voted in the proper manner for the adoption of the Ordinance; that all other
requirements and proceedings incident to the proper adoption of the Ordinance have been duly
fulfilled, carried out and otherwise observed; and that I am authorized to execute this certificate.
Dated this 4th day of November,2009.
Bonnie I. Walton, City Clerk
City of Renton, Washington
CERTIFICATE
I, Bonnie I. Walton, City Clerk of the City of Renton, Washington, hereby certifies that
the attached is a full, true and correct copy of the minutes of the January 26, 2009 regular
meeting of the City Council which reflect the first reading of Ordinance No. 5444.
Dated this 4th day of November, 2009.
b..� q
)a
Bonnie I. Walton, City Clerk
City of Renton, Washington
CERTIFICATE
I, Bonnie I. Walton, City Clerk of the City of Renton, Washington, hereby certifies that
the attached is a full, true and correct copy of the minutes of the February 2, 2009 regular
meeting of the City Council which reflect the second reading and passage of Ordinance
No. 5444.
Dated this 4th day of November, 2009.
W.u.4 fA a J
Bonnie I. Walton, City Clerk
City of Renton,Washington
S,
woo
a,4,.o�N w
goo 5t ,r„`- y Amends ORD 5443
bgo SCS o U
U
C �
0"g2 g �° �` J-, • CITY OF RENTON,WASHINGTON
F §G "m• ORDINANCE NO. 5480
w`ti 0 m.
�p N
U•o D'.H N W
0 4.51 b c • AN ORDINANCE OF THE CITY OF RENTON,WASHINGTON,AUTHORIZING THE
y h o a
t�$ ` w4 EXECUTION OF AN AMENDED AND RESTATED INTERLOCAL AGREEMENT •
• RELATING TO THE SOUTH CORRECTIONAL ENTITY FACILITY;AUTHORIZING THE
d " y .e$ a �aa�g9 *3 . �53'i35ill EXECUTION OF AN AGREEMENT AMONG THE CITIES OF RENTON,AUBURN, _
�z a6,2$t11111112441.
it alle ®6.1111s $ ua1gsa:19 • .5 aigg s qt1 FEDERAL WAY, AND DES MOINES, WASHINGTON, AND THE SOUTH
a H ds d �� s' glx k� z �� a p§- o . d.ig CORRECTIONAL ENTITY;AND AMENDING ORDINANCE NO.5443.
-
��y,5�g a 8 "%d �Cgd � �+� z day gm_ ���a� 11-1 �a 9•��
d s 5 3 e a ���a fia es�a E9`= TygROa%ag�
0g0 3gaEailza:� g� €3a i $,114."1 o ig I gas<g-bt01
gg sI �,� --WHEREAS,the City of-Renton,Washington.(theCity")Is authorized_by_chapter 70.48
. oaNNm�'a ',BCCyf4� 5VV9$9g a o -�atl y $ e@ 'd .u13 _em 8— 6 a 11 - ----
lil 111$1111;
11XE x; ig g ggC "� 1'"i O dglr it ti.1 18181 10 1211I � <�
4 2 ti%141 1,B it§li oY 4la.1 it 91� S1gal.:llth Y g.4. U. D1 11.g.! 2 s RCW to contract for,establish and maintain correctional facilities in furtherance of public safety
No,iO h,, and welfare;and •
yi= �.
�_ ap ,'mai;3
r % WHEREAS,pursuant to Ordinance No.5443 adopted by the City on February 2,2009
0 ro,. 4•19./.20LLIF .
'',;;;01'44.° .,,, lid 3 and chapter 39.34 RCW,the interlocal Cooperation Act,the City entered Into a SCORE Interlocal
4 `
'
„ "' ,s,','� Agreement with Auburn,Federal Way,Burien,Des Moines,Tukwila and SeaTac,Washington
•
. (the"Member Cities"),dated February 25,2009(the"Original Interlocal Agreement"),to form a
Ve o,"�•S°0"dc Rg'$ " 8 governmental administrative agency known as the South-Correctional Entity("SCORE");and ao
`°am.5 2y s$ a WHEREAS, the purpose of SCORE Is to establish and maintain a consolidated
V' .5 S• ,S,5g R^I ' 0 o
yG d° 3° ' 'g gy 00 '. correctional facility to be located in Des Moines(the"SCORE Facility")to serve the Member
til 17'.., "+ Vm�y C•�� U u.O e��0
C� i+ c k�m c j , o Cities and federal and state agencies and other local governments that may contract with
47 a..,5�m U P'.o'
on 5
_ o e m 8.§. g'3 a .1". SCORE in the future to provide correctional services essential to the preservation of the public
•
vS �.17/ S .,s ' ? '-'2
8 aN
Ow
go. g F0 pia tl•Sc .G 1.-9 l' o �' a.a 1, health,safety and welfare;and
;,', G q�•a°n u o ing2 ��, id r IN
\; 9 WHEREAS,the Member Cities have determined that the SCORE Facility will provide .
9 a�tl a -a o ' ' . k �`, J improved correctional facilities within the boundaries of the consolidated service areas at a
4w U 1 oPogF'oen d VI
o e� Rd '3
1 z•11.m 111.§ o.�o.,B� •q '�~ •�o. 1`-,°•3
•a•s,� R§8 a .'e " CERTIFICATE
�= r a N a- 0:,-Oz 1,the undersigned City Clerk of the
4• l s o9 A :g o•G AN 41 y \,_.0 d i City of Renton,Washington;certify
d
a a°oc m° ,q • a ', S° that this is a true an correct copy of
a mw�U11FSS EF°
Ordillaige tib 63,80 .Subscribed
and sealed thislfd�ay of oil. .20...t
l&4seM.1..d.
Bonnie I. Walton, City Clerk
ORDINANCE NO. 5480 ORDINANCE NO. 5480
• lower total cost to the participating Member Cities than currently available alternatives or than WHEREAS,in consideration for the payments to be made by Des Moines as provided in
the participating Member Cities could individually provide;and the Host City Agreement, the City now desires to increase it allocable percentage of debt
WHEREAS,financing for the acquisition,construction,equipping,and improvement of service on bonds issued by the Authority and to amend and restate the Original Interlocal
the SCORE Facility will be provided by bonds issued by the South Correctional Entity Facility Agreement as provided herein;
Public Development Authority(the"Authority"),a public development authority chartered by NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF RENTON,WASHINGTON,DOES
Rentonpursuant to RCW 35.21.730 through 35.21.755;and ORDAIN AS FOLLOWS:
WHEREAS, pursuant to Ordinance No.5443,the City pledged its full faith and credit SECTION I. Approval of Amended and Restated SCORE Interlocal Agreement.The
toward the payment of its allocable proportion(34%)of the debt service on bonds issued by City Council hereby approves the Amended and Restated SCORE Interlocal Agreement with
the Authority;and Auburn,Federal Way,Des Moines,Tukwila, Burien,and SeaTac,Washington,substantially in
WHEREAS,the Member Cities now desire to amend the Original Interlocal Agreement the form as attached hereto as Exhibit A and Incorporated herein by this reference(the"SCORE
pursuant to the terms of an Amended and Restated SCORE Interlocal Agreement(the"SCORE Formation Interlocal Agreement"or"Interlocal Agreement"). The Mayor Is hereby authorized
Formation Interlocal Agreement" or "Interlocal Agreement") to reallocate the proportional and directed to execute the SCORE Formation Interlocal Agreement,substantially in the form
share of debt service due from Renton,Auburn,Federal Way,Tukwila,SeaTac and Burlen(the attached hereto with only those modifications as shall have been approved by him. The Mayor
"Owner Cities")on bonds issued by the Authority and to designate Des Moines as the"host and other appropriate officers of the City are authorized and directed to take any and all such
city";and additional actions as may be necessary or desirable to accomplish the terms therein.The SCORE
WHEREAS,the SCORE Formation Interlocal Agreement requires that Des Moines enter Formation Interlocal Agreement may be further amended from time to time as provided
into an agreement with SCORE and the Owner Cities,as necessary,pursuant to which the City therein.
will pay a host city fee for the availability of the SCORE Facility;and SECTION II. Approval of Host City Agreement. •The City Council hereby approves
WHEREAS, Des Moines has requested that the City enter into a separate host city the Host City Agreement among the Cities of Renton,Federal Way,Auburn,and Des Moines,
agreement with Auburn, Federal Way, Des Moines and SCORE (the "Host City Agreement") Washington,and the South Correctional Entity,substantially In the form as attached hereto as
which will provide,in part,that Des Moines pay a host city fee for the availability of the SCORE Exhibit B and incorporated herein by this reference(the"Host City Agreement"),pursuant to
Facility as provided therein;and which Des Moines will pay a host city fee for the availability of the SCORE Facility. The Mayor is
2 3
ORDINANCE NO. 5480 ORDINANCE NO. 5480
hereby authorized and directed to execute the Host City Agreement,substantially in the form the City without regard to the payment or lack thereof by any other jurisdiction;
attached hereto with only those modifications as shall have been approved by him. The Mayor and the City shall be obligated to budget for and pay its Capital Contribution
and other appropriate officers of the City are authorized and directed to take any and all such unless relieved of such payment in accordance with the Interlocal Agreement.
additional actions as may be necessary or desirable to accomplish the terms therein.The Host All payments with respect to the Bonds shall be made to SCORE In its capacity as
City Agreement may be amended from time to time as provided therein. administrator and servicer of the Bonds to be issued by the Authority. The City's
SECTION III. Amendment to Ordinance No.5443. Section IV of Ordinance No.5443 is obligation to pay its Capital Contribution shall be an irrevocable full faith and
hereby amended to read as follows: credit obligation of the City, payable from property taxes levied within the
The City shall pay its allocable portion of the budgeted expenses of constitutional and statutory authority provided without-a vote of the electors of
maintenance and operation of the SCORE Facility not paid from other sources, the.City on all of the taxable property within the City and other sources of
which allocable portion shall be determined as provided in the Interlocal revenues available therefor. The City hereby obligates itself and commits to
Agreement. In addition to the foregoing commitment, the City irrevocably budget for and pay Its Capital Contribution and to set aside and include in its
commits to pay its capital contribution in the percentage provided for in the calculation of outstanding nonvoted general obligation indebtedness an amount
Interlocal Agreement,which is equal to 36%,to pay debt service on Bonds as the equal to the principal component of its Capital Contribution for so long as any
same shall become due and payable and to pay administrative expenses of the Bonds issued by the Authority remain outstanding.
Authority with respect to the Bonds (the "Capital Contribution"). The SECTION IV. Confirmation of Ordinance 5443. Ordinance No.5443 and as amended
authorization contained in this ordinance Is conditioned upon the issuance of by this amendatory ordinance is hereby ratified and confirmed.
Bonds not exceeding the aggregate principal amount of $100,000,000 (not SECTION V. Approval Contingent. If the Amended and Restated SCORE Interlocal
including any bonds or notes to be refunded with proceeds of such Bonds) Agreement and the Host City Agreement have not be executed by all parties thereto by
without obtaining additional Council approval. October 1,2009,the authority granted under this ordinance shall expire and the amendments
The City recognizes that it is not obligated to pay the Capital Contribution to ordinance to No.5443 shall be of no further force and effect unless this ordinance shall have
of any other Member City;the Capital Contribution of the City shall be limited to been amended to provide for a later expiration date.
Its 36%allocable share of such obligations;all such payments shall be made by
4 5
ORDINANCE NO. 5480
ORDINANCE NO. 5480
SECTION Vi. Effective Date. This ordinance is effective upon its passage,approval and EXHIBIT A
thirty(30)days after publication. Form of Amended and Restated SCORE Interlocal Agreement
PASSED BY THE CITY COUNCIL this 17 day of August ,2009. (attached)
144.. '4.1,1)
Bonnie I.Walton,City Clerk
APPROVED BY THE MAYOR this 17 day of August ,2009.
1[4,1ifi
• Dents Law,Mayor
Approved as to form:
Lawrence J.Warren,City Attorney
Date of Publication: 8/21/2009 (summary)
ORD:1583:8/14/09:scr
•
•
6
ORDINANCE NO. 5480ORDINANCE NO. 5480 •
TABLE OF CONTENTS
Page
Section 1. Definitions 2
Section 2. SCORE Facility;Authority 3
Section 3. Duration of Agreement 5
Section 4. Withdrawal and Termination 5
Section 5. Administrative Board 7
AMENDED AND RESTATED SCORE INTERLOCAL AGREEMENT Section 6. Operations Board 8
.
--among — - - — _ __ ___ __ _ __ _ _ _ Section 7. Facility Director 9
--
CITY OF AUBURN, Section 8. Personnel Policy 9
CITY OF DES MOINES, Section 9. Budget,Policies and Operations 9
•
CITY OF FEDERAL WAY, Section 10. Contracts and Support Services 10
CITY OF RENTON, Section 11. Policy and System Evaluation 10
Section 12. Additional Services Authorized 10
CITY OF TUKWILA,
Section 13. Inventory and Property 11
CITY OF BURIEN,
Section 14. Local Control 11
AND
Section 15. SCORE Facility Financing and Construction;SCORE Facility Public Development
CITY OF SEATAC,WASHINGTON Authority 11
Dated as of .2009 Section 16. Preliminary Costs of the SCORE Facility;Bellevue Property 14
Section 17. Compliance with Continuing Disclosure Requirements 14
Section 18. Filing of Agreement 15
Section 19. Severability 15
Section 20. Execution and Amendment 15
Section 21. Third Party Beneficiaries 15
Section 22. Hold Harmless 15
Section 23. Counterparts 16
•
ORDINANCE NO. 5480 ORDINANCE NO. 5480
AMENDED AND RESTATED SCORE INTERLOCAL AGREEMENT Development Authority to each of the Owner Cities and to designate the City of Des Moines as
the host city;and
THIS AMENDED AND RESTATED SCORE INTERLOCAL AGREEMENT amends and restates
the SCORE Interlocal Agreement, dated as of February 25, 2009 (the "Original Interlocal WHEREAS, the establishment and maintenance of the SCORE Facility will be of
Agreement" and as amended and restated hereby, the "SCORE Formation Interlocal substantial benefit to the Member Cities and the public in general;
Agreement"),and is entered into this ,2009 among the Cities of Auburn,Des
Moines,Federal Way,Renton,Tukwila,Burien and SeaTac,Washington(the"Member Cities"), NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as
all of which are municipal corporations under the laws and statutes of the State of Washington: follows:
RECITALS: Section 1. Definitions. Capitalized terms used In this SCORE Formation Interlocal
Agreement shall have the following meanings:
WHEREAS,the Member Cities are authorized by chapter 70.48 RCW to contract for,
establish and maintain correctional facilities in furtherance of public safety and welfare;and • "Administrative Board" means the governing board of SCORE created pursuant to •
Section 5 of this SCORE Formation Interlocal Agreement.
WHEREAS,the Member Cities currently contract with other local governments within
the State of Washington for correctional services at a great expense to the City;and "Bonds"mean,collectively,bonds,notes or other evidences of borrowing issued by the
SCORE Facility Public Development Authority to provide Interim and permanent financing for
WHEREAS,chapter 39.34 RCW,the Interlocal Cooperation Act,authorizes municipalities the SCORE Facility and thereafter,to finance or refinance equipment,completion,expansion
in Washington to enter into agreements for the joint undertaking of certain projects as and other capital improvements essential to maintain the SCORE Facility's functionality.
provided therein;and
"Budget"means the budget prepared by the Facility Director in consultation with the
WHEREAS, the Member Cities entered Into a SCORE Interlocal Agreement, effective Operations Board, and submitted to the Administration Board for its approval in accordance
February 25,2009(the"Original Interlocal Agreement"),to form a governmental administrative with Section 5 and Section 9 of this SCORE Formation Interlocal Agreement,which budget shall
agency pursuant to RCW 39.34.030(3) known as the South Correctional Entity("SCORE")to set forth (a)an estimate of the costs of capital improvements required to be made to the
establish and maintain a consolidated correctional facility to be located in the City of Des SCORE Facility within the applicable year,(b)on a line item basis,all anticipated revenues and
Moines(the"SCORE Facility")to serve the Member Cities and federal and state agencies and
other local governments that may contract with SCORE in the future to provide correctional expenses for the operation and maintenance of the SCORE Facility for the applicable year,and
services essential to the preservation of the public health,safety and welfare;and (c)any information required by policies adopted by the Administrative Board pursuant to
Section 9(b)of this SCORE Formation Interlocal Agreement.
WHEREAS, the Member Cities have determined that the SCORE Facility will provide "Capital Contribution" means, for each Owner City, that Owner City's Owner
improved correctional facilities within the boundaries of the consolidated service areas at a Percentage multiplied by the principal of and Interest on Bonds as the same shall become due
lower total cost to the participating Member Cities than currently available alternatives or than and payable.
the participating Member Cities could individually provide;and
"Costs of Maintenance and Operation" means all reasonable expenses Incurred by
WHEREAS,financing for the acquisition,construction,equipping,and improvement of
the SCORE Facility will be provided by bonds issued by the South Correctional Entity Facility SCORE in causing the SCORE Facility to be operated and maintained in good repair,working
Public Development Authority(the"SCORE FacilityPublic Development Authority"), order and condition,and all costs of administering SCORE.
p p a public
development authority chartered by the City of Renton pursuant to RCW 35.21.730 through "Designated Representative" means the Mayor or the City Manager, as selected by
35.21.755 and secured by the full faith and credit of the Cities of Renton,Auburn,Federal Way, each Member City,or his or her designee.
SeaTac,Tukwila,and Burien(the"Owner Cities");and
• "Facility Director" means the director of the SCORE Facility selected by the
WHEREAS,the Member Cities now desire to amend the Original Interlocal Agreement to
Administrative Board pursuant to Section 7 of this SCORE Formation Interlocal Agreement.
allocate the proportion of debt service on bonds Issued by the SCORE Facility Public
"Host City"means the City of Des Moines,Washington.
1
2
t
f
ORDINANCE NO.. 5480
ORDINANCE NO. 5480
(b) Powers of SCORE. SCORE shall have the power to acquire, construct, own,
"Member Cities"mean the Owner Cities and the Host City. operate,maintain,equip,and improve a correctional facility known as the"SCORE Facility"and
to provide correctional services and functions incidental thereto,for the purpose of detaining
"Operations Board" means the board formed pursuant to Section 6 of this SCORE arrestees and sentenced offenders in the furtherance of public safety and emergencies within
Formation interlocal Agreement. the jurisdiction of the Member Cities. The SCORE Facility may serve the Member Cities and
Subscribing Agencies which are in need of correctional facilities. Any agreement with a
"Owner Cities"mean the Cities of Auburn, Renton,Federal Way,Tukwila,Burien and •
Subscribing Agency shall be in writing and approved by SCORE as provided herein.
SeaTac,Washington. •
(c) Administrative Board. The affairs of SCORE shall be governed by the
"Owner Percentage"means the percentage assigned to each Owner City,as follows: Administrative Board formed pursuant to Section 5 of this SCORE Formation Interlocal
Agreement. The Administrative Board shall have the authority to:
(a) Auburn—thirty-one(31%)
(b) Federal Way—eighteen(18%) 1. Recommend action to the legislative bodies of the Member Cities;
(c) Renton-thirty-six(36%)
(d) Tukwila—eight(8%) __ 2. Approve the-Budget,adopt-financial-policies and_approye expenditures;
(e) Burien—four(4%) •
(f) SeaTac—three(3%) 3. Establish policies for Investing funds and incurring expenditures of
Budget items for the SCORE Facility;
"Presiding Office?'means the member of the Administrative Board selected pursuant
to Section 5 of this SCORE Formation Interlocal Agreement. 4. Review and adopt a personnel policy for the SCORE Facility;
"SCORE" means the governmental administrative agency established pursuant to 5. Establish a fund,or special funds,as authorized by chapter 39.34 RCW for
RCW 39.34.030(3)by the Member Cities. the operation of the SCORE Facility;
6. Conduct regular meetings as may be designated by the Administrative
"SCORE Facility" means the consolidated correctional facility acquired, constructed, Board;
Improved,equipped,maintained and operated by SCORE.
7. what services be at Facility pursuant
"SCORE Facility Public Development Authority" means the South Correctional Entity Determine the powers oft SCORE andshall under what offered at the they SCORE shall be offered;
Facility Public Development Authority chartered by the City of Renton,Washington.
8. Enter Into agreements with third parties for goods and services necessary
"SCORE Formation Interlocal Agreement" means this Amended and Restated SCORE to fully implement the purposes of this SCORE Formation Interlocal
Interlocal Agreement among the Member Cities,as amended from time to time. Agreement;
"Subscribing Agencies" mean the federal and state agencies, municipal corporations, 9. Establish rates for services provided to members, subscribers or
and other local governments, other than the Member Cities, that contract with SCORE for participating agencies;
correctional services at the SCORE Facility pursuant to the terms of this SCORE Formation 10. Direct and supervise the activities of the Operations Board and the
Interlocal Agreement.
Facility Director; .
Section 2. SCORE Facility:Authority. •
11. Enter into an agreement with a public corporation or otherwise to incur
(a) Administrative Agency. There is hereby established a governmental debt;
administrative agency pursuant to RCW 39.34.030(3)to be known as the South Correctional • 12. Make purchases or contract for services necessary to fully implement the
Entity("SCORE"). SCORE shall initially consist of the Member Cities. purposes of this SCORE Formation Interlocal Agreement;
3 4
ORDINANCE NO. 5480 ORDINANCE NO. 5480
13. Enter into agreements with and receive and distribute funds from any City's membership withdrawal shall become effective on the last day of the year following
federal,state or local agencies; delivery and service of appropriate notice to all other Member Cities.
14. Receive and account for all funds allocated to the SCORE Facility from its (b) Subject to Section 3 above,four(4) or more Member Cities may, at any one
members; time,by written notice provided to all Member Cities,call for a termination of SCORE and this
15. Purchase,take, receive, lease,take by gift, or otherwise acquire,own, SCORE Formation Interlocal Agreement. Upon an affirmative supermajority vote(majority plus
hold, Improve, use and otherwise deal in and with real or personal one)by the Administrative Board,SCORE shall be directed to terminate business,and a date
property,or any interest therein,in the name of the SCORE Facility; will be set for final termination,which shall be at least one(1)year from the date of the vote to
terminate this SCORE Formation Interlocal Agreement. Upon the final termination date,this
16. Sell,convey,mortgage,pledge,lease,exchange,transfer and otherwise SCORE Formation Interlocal Agreement shall be fully terminated.
dispose of property and assets;
(c) Subject to Section 4(g)below,In the event any Owner City or the Host City fails
17. Sue and be sued, complain and defend, in all courts of competent to budget for or provide Its applicable annual funding requirements for SCORE as provided in
jurisdiction In its name; Section 15 hereof,the remaining Member Cities may,by majority vote,immediately declare the
underfunding City to be terminated from this SCORE Formation Interlocal Agreement and to
18. Make and alter bylaws for the administration and regulation of its affairs; have forfeited all its rights under this SCORE Formation Interlocal Agreement as provided in
Section 4(e). The remaining Member Cities may,at their option,withdraw SCORE's correctional
19. Enter into contracts with Subscribing Agencies to provide correctional
services from that City,or alternatively,enter into a Subscribing Agency agreement with that
services; City under terms and conditions as the remaining Member Cities deem appropriate.
20. Employ employees as necessary to accomplish the terms of this SCORE
Formation Interlocal Agreement; (d) Time is of the essence In giving any termination notice.
21. Establish policies and procedures for adding new cities as parties to this (e) If an individual Owner City withdraws its membership in SCORE,the withdrawing
SCORE Formation Interlocal Agreement;and. City will forfeit any and all rights it may have to SCORE's real or personal property,or any other
ownership in SCORE,unless otherwise provided by the Administrative Board.
22. Engage in any and all other acts necessary to further the goals of this
SCORE Formation Interlocal Agreement. (f) Upon termination of this SCORE Formation Interlocal Agreement, all property
acquired during the life of this SCORE Formation Interlocal Agreement shall be disposed of in
Section 3. Duration of Agreement. the following manner:
The Initial duration of this SCORE Formation interlocal Agreement shall be for a period 1. All real and personal property acquired pursuant to this SCORE Formation
of ten (10) years from its effective date and, thereafter, shall automatically extend for Interlocal Agreement shall be distributed to the Owner Cities based on the
additional five (5) year periods unless terminated as provided in this SCORE Formation Owner Percentages;and
Interlocal Agreement. Notwithstanding the foregoing, this SCORE Formation Interlocal
Agreement shall not terminate until all Bonds issued by the SCORE Facility Public Development • 2. All unexpected funds or reserve funds shall be distributed based on the
Authority as provide in Section 15 of this SCORE Formation Interlocal Agreement are no longer percentage of average daily population at the SCORE Facility for the last three(3)
outstanding. years prior to the termination date of those Member Cities still existing on the
day prior to the termination date.
Section 4. Withdrawal and Termination.
(g) Notwithstanding any of the other rights,duties or obligations of any Member
(a) Subject to Section 4(g)below,any Member City may withdraw its membership City under this Section 4, the withdrawal of any Owner City from this SCORE Formation
and terminate its participation in this SCORE Formation Interlocal Agreement by providing Interlocal Agreement shall not discharge or relieve the Owner City that has withdrawn pursuant
written notice and serving that notice on the other Member Cities on or before December 31 in to Section 4(a)or been terminated pursuant to Section 4(c)of its obligation to pay debt service
any one-year. After providing appropriate notice as provided in this Section,that Member on Bonds Issued by the SCORE Facility Public Development Authority. An Owner City may be
5 6
•
ORDINANCE NO. 5480 ORDINANCE NO. 5480
relieved of its obligation under this SCORE Formation Interlocal Agreement to make payments request of the Presiding Officer or any two members.All meetings shall be open to the public to
with respect to its Capital Contribution if the Administrative Board, by supermajority vote the extent required by chapter 42.30 RCW.
(majority plus one), authorizes such relief based on a finding that such payments are not
required to pay debt service on Bonds issued by the SCORE Facility Public Development Five(5)members of the Administrative Board must be present at any meeting of the
Authority. Administrative Board to comprise a quorum,and for the Administrative Board to transact any
business. Proxy voting shall not be allowed. Members of the Administrative Board may
Section 5. Administrative Board. participate in a meeting through the use of any means of communication by which all members
and members of the public participating in such meeting can hear each other during the
(a) Formation. An Administrative Board composed of the Designated meeting. Any members of the Administrative Board participating in a meeting by such means is
Representative from each Member City shall govern the affairs of SCORE. deemed to be present in person at the meeting for all purposes including,but not limited to,
establishing a quorum.
(b) Allocation of Votes. Each Board member shall have an equal vote and voice in all ''
Board decisions. (g) Bylaws. The Administrative Board shall be authorized to establish bylaws that
--- - - - - - -- ---- - -- _ govern procedures of that Board and the SCORE Facility's general operations.
(c) Voting Requirements. Votes regarding (1)debt; (2)approval of the Budget; - --- - -------- - - -— - - - - -
(3)employment of the Facilities Director; (4)cost allocations made prior to the issuance of (h) Administrative Board Review. A general or particular authorization or review
Bonds pursuant to Section 16 of this SCORE Formation Interlocal Agreement;and(5)approval and concurrence of the Administrative Board by majority vote shall be necessary for all capital
of labor contracts,shall require an affirmative vote of a supermajority(majority plus one)of the expenditures or contracts in excess of$50,000.
Member Cities,two(2)of which shall have the highest and the second highest average daily
population in the SCORE Facility for the 12-month period ending June 30 of the preceding year. Section 6. Operations Board.
Votes regarding (1)the conveyance of real property; (2)the addition of additional services
pursuant to Section 11 of this SCORE Formation Interlocal Agreement not directly incidental to (a) Formation. There is further established an Operations Board which shall consist
correctional services(such as providing court services);and(3)matters addressed in Sections of up to nine(9)members selected as provided in this paragraph. One(1)member shall be
4(b)and(g)of this SCORE Formation Interlocal Agreement,shall require an affirmative vote of a designated by each of the Member Cities,and up to two(2)at-large members shall be selected,
supermajority(majority plus one)of the Member Cities. by majority vote, by the Subscribing Agencies to represent the police departments of the
Subscribing Agencies. At the time set for election of the at-large members, only the
(d) Parliamentary Authority. Unless otherwise provided,Robert's Revised Rules of representatives of the Subscribing Agencies,then in attendance,will participate in the election.
Order (newly revised) shall govern all procedural matters relating to the business of the The Member Cities' Operations Board representatives shall not participate in the at-large
Administrative Board. member elections. The at-large members shall serve one-year terms, unless otherwise
determined by majority vote of the Operations Board. The purpose and duties of the
(e) Officers of the Administrative Board. Members of the Administrative Board shall Operations Board shall be established by the Administrative Board.
select a Presiding Officer from its members,together with such other officers as a majority of
the Administrative Board may determine. Subject to the control of the Administrative Board, (b) Voting and Meetings of the Operations Board. Each member of the Operations
the Presiding Officer shall have general supervision,direction and control of the business and Board shall have an equal vote in all Operations Board decisions. The Operations Board shall be !
affairs of SCORE. On matters decided by the Administrative Board, the signature of the authorized to establish bylaws that govern its procedures. Unless otherwise provided,Robert's J
Presiding Officer alone is sufficient to bind SCORE. Revised Rules of Order shall govern all procedural matters relating to the business of the
Operations Board. The Operations Board shall elect a presiding officer from its members and
(f) Meetings of the Administrative Board. There shall be a minimum of two (2) shall likewise determine the time and place of its meetings;at least one(1)regular meeting
meetings each year,and not less than fifteen(15)days notice shall be given to all members shall be held each month at a time and place designated by the presiding officer or a majority of
prior to any such meeting. Unless otherwise designated by the Presiding Officer, the first its members. Special meetings may be called by the presiding officer or any two(2)members
meeting shall be held on the second Tuesday of February of each year to review the prior year's upon giving all other members not less than 24 hours prior written notice (electronic or
service. The second meeting shall be on the second Tuesday of September of each year to facsimile notice acceptable). In an emergency,the Operations Board may dispense with written
consider and adopt a Budget for the following fiscal year. Other meetings may be held upon notice requirements for special meetings,but must,in good faith,Implement best efforts to
7 8
ORDINANCE NO. 5480 ORDINANCE NO. 5480
provide fair and reasonable notice to all of the members of the Operations Board. All meetings
shall be open to the public to the extent required by chapter 42.30 RCW. Board no later than September 1 of such year. Thereafter,the Member Cities shall be advised
of the programs and objectives as contained in said proposed Budget, and of the required
A majority of the members of the Operations Board must be present at any meeting of financial participation for the ensuing year.
the Operations Board to comprise a quorum, and for the Operations Board to transact any (b) The Administrative Board shall develop financial policies for SCORE as part of the
business. ing through voting shallenot bef allowed. Members mothe Operationswhich Board mayparticipateandd budgetary process. Such policies may Include,but are not limited to,(1)items to be provided
in a meeting the use of any means of communication by all members
members of the public participating in such meeting can hear each other during the meeting. for in the Budget,(2)a minimum contribution amount for each Member City to pay for Costs of
Any members of the Operations Board participating in a meeting by such means is deemed to Maintenance and Operation,(3)the process for allocating unexpended amounts paid by the
be present In person at the meeting for all purposes including,but not limited to,establishing a Member Cities for Costs of Maintenance and Operation and assessing the Member Cities in the
quorum. event of cost overruns,(4)establishing and maintaining reserve accounts,if any,and (5)the
process for adding a new party to this SCORE Formation Interlocal Agreement.
Section 7. Facility Director.
(c) The allocation of prorated financial participation among the Member Cities shall
Not later than one hundred eighty(180) days prior to the completion of the SCORE be calculated as provided in Section 15 hereof. Each Member City shall be unconditionally
Facility,the Operations Board shall recommend to the Administrative Board a person to act as obligated to provide Its allocable share of costs as provided in this SCORE Formation Interlocal
the Facility Director. The Administrative Board may accept or reject the Operations Board Agreement.
recommendation. Such Facility Director shall be responsible to the Administrative Board,shall Section 10. Contracts and Support Services.
develop the Budget In consultation with the Operations Board and other appropriate means In
order to fully implement the purposes of this SCORE Formation Interlocal Agreement. The •
(a) The Administrative Board(or the Operations Board or the Facility Director,If so
Facility Director shall administer the program In its day-to-day operations consistent with the designated by the Administrative Board)shall,as necessary,contract with local governments
policies adopted by the Administrative Board. Such Facility Director shall have experience in
technical,financial and administrative fields,and such appointment shall be on the basis of for the use of space for Its operations,auxiliary services including but not limited to records,
merit only. payroll,accounting,purchasing,and data processing,and for staff prior to the selection of a
Facility Director for the SCORE Facility.
Section 8. Personnel Policy.
• (b) The Member Cities hereby agree to furnish legal assistance,from time to time,
(a) The Operations Board shall submit to the Administrative Board within one as approved by the Administrative Board. The Administrative Board may contract with the City
hundred eighty(180)days prior to the completion of the SCORE Facility,a proposed personnel Attorney of a Member City,other local government,or Independent legal counsel as necessary.
policy for the SCORE Facility for its approval,rejection or modification. All of such modifications
or revisions shall be subject to the final approval of the Administrative Board. Section 11. Policy and System Evaluation.
(b) Such personnel policy shall provide for the initial appointment to the SCORE The Facility Director shall actively and continually consider and evaluate all means and
Facility's staff from the personnel presently,permanently appointed or assigned as corrections opportunities toward the enhancement of operations effectiveness for correctional services so
officers in the Member Cities. Additional employees shall be appointed by the Facility Director as to provide maximum and ultimate benefits to the members of the general public. The
upon meeting the qualifications established by the Operations Board and adopted by the Facility Director shall present his or her recommendations to the Operations Board from time to
Administrative Board. None of such employees shall be commissioned members of any time. Any substantive change or deviation from established policy shall be subject to the prior
emergency service,but may be eligible for membership under the Public.Employees Retirement approval of the Administrative Board.
Systems(PERS),or Public Safety Employees Retirement System(PSERS),as provided by law. Section 12. Additional Services Authorized.
Section 9. Budget.policies and Operations.
The Administrative Board shall evaluate and determine the propriety of including
(a) The Facility Director shall distribute a proposed Budget to the Operations Board additional correctional services for local governments, whenever so required, and shall
on or before August 1 of each year,which Budget shall then be provided to the Administrative determine the means of providing such services,together with its costs and effects. These
9 10
•
ORDINANCE NO. 5480 ORDINANCE NO. 5480
additional services may include, but shall not be limited to the following: alternatives to chartered the SCORE Facility Public Development Authority. The purpose of the SCORE Facility
incarceration,inmate transportation systems,and consolidated court services. Public Development Authority is to Issue Bonds to finance and refinance the acquisition,
construction,improvement and equipping of the SCORE Facility. The Administrative Board shall
Section 13. Inventory and Property. serve ex officio as the Board of Directors of the SCORE Facility Public Development Authority as
further provided in the Authority's organizational charter. Upon issuance of Bonds by the
(a) Equipment and furnishings for the operation of the SCORE Facility shall be SCORE Facility Public Development Authority,Bond proceeds shall be deposited on behalf of
acquired by SCORE as provided by law. If any Member City furnishes equipment or furnishings SCORE and used for the purposes set forth herein. SCORE shall be obligated to make payments
for SCORE's use,title to the same shall remain with the respective local entity unless that to the SCORE Facility Public Development Authority at the time and In the amounts required to
equipment is acquired by SCORE. pay principal of and interest on the Bonds and any administrative costs of the SCORE Facility
Public Development Authority.
(b) The Facility Director shall,at the time of preparing the proposed Budget for the
ensuing year, submit to the Operations Board a complete inventory together with current (d) SCORE Facility Financing.
valuations of all equipment and furnishings owned by,leased or temporarily assigned to SCORE.
In case of dissolution of SCORE,such assigned or loaned items shall be returned to-the-lending__ _ ___ (1) Capita! Contributions. Each Owner City shall be obligated to pay an
— - —
_
governmental entity and all other items,including real property,or funds derived from the sale amount equal to its Capital Contribution-without_regard to the payment or lack thereof
thereof,shall be distributed in accordance with Section 4(f)above, by any other Owner City. No Owner City shall be obligated to pay the Capital
Contribution of any other Owner City,and each Owner City shall be obligated to budget
(c) Title to real property purchased or otherwise acquired shall be held in the name for and pay its Capital Contribution. The obligation of each Owner City to pay its Capital
of SCORE; provided however, that for valuable consideration received, SCORE may convey Contribution shall be an irrevocable full faith and credit obligation of such Owner City,
ownership of any real property as may be approved by supermajority vote(majority plus one) payable from property taxes levied within the constitutional and statutory authority
of the Administrative Board. provided without a vote of the electors of the Owner City on all of the taxable property
within the Owner City and other sources of revenues available therefor. Each Owner
Section 14. Local Control. City has or will set aside and include in its calculation of outstanding nonvoted general
obligation indebtedness an amount equal to the principal component of its Capital
Each Member City and Subscribing Agency shall retain the responsibility and authority Contribution for so long as Bonds remain outstanding,unless relieved of such payment
for the operation of its police departments, and for such equipment and services as are in accordance with Section 4(g). Each Owner City's obligation to pay the Capital
required at its place of operation to utilize the SCORE Facility. Contribution shall not be contingent on the receipt of any revenues from other sources,
Including but not limited to Subscribing Agencies or the Host City.
Section 15. SCORE Facility Financing and Construction: SCORE Facility Public
Development Authority. An Owner City may prepay its Capital Contribution In a manner that Is consistent
with the authorizing documents for the Bonds; provided, however, that any such
(a) SCORE Facility. In order to provide necessary services for the Member Cities and prepayment of one or more Owner Cities shall not affect the Capital Contribution of the
the Subscribing Agencies,SCORE shall acquire,construct,Improve,equip,maintain and operate remaining Owner Cities. Any Owner City that elects to prepay its Capital Contribution
the SCORE Facility. The SCORE Facility is expected to be located in the City of Des Moines, shall be responsible for paying all costs associated with such prepayment. 1'`
Washington.
(2) Costs of Maintenance and Operation. Subject to the terms of the
(b) Contracts for the SCORE Facility. The Administrative Board shall authorize,and financial policies established by the Administrative Board pursuant to Section 9(b)of this
the Presiding Officer of the Administrative Board,or his or her approved designee,will execute SCORE Formation Interlocal Agreement,each Member City shall be obligated to pay its
contracts for the development of the SCORE Facility. These contracts shall Include,without allocable portion of Costs of Maintenance and Operation of the SCORE Facility,including
limitation, contracts for architectural design and engineering, project management services; any debt issued to finance such costs,as determined In this subsection.
real estate acquisition,and construction.
(i) Until the end of the first calendar year of operations of the SCORE
(c) SCORE Facility Public Development Authority. In order to finance costs of Facility (estimated to be December 31, 2012),the allocable portion that each
acquiring, constructing,improving and equipping the SCORE Facility,the City of Renton has Member City shall be obligated to pay of Costs of Maintenance and Operation in
11 12
•
•
ORDINANCE NO. 5480 ORDINANCE NO. 5480
• such year shall be equal to the Member City's 2007 average daily population in (h) Additional Financing. Notwithstanding anything to the contrary in this SCORE
all correctional facilities(as provided in the SCORE financial policies)multiplied Formation Interlocal Agreement,bonds,notes or other evidences of borrowing may be issued
by the Costs of Maintenance and Operation.
from time to time by the SCORE Facility Public Development Authority or another Issuer
(II) Commencing with the calendar year following the first calendar pursuant a separate agreement between one or more Member Cities and other entities to
provide additional financing for the SCORE Facility on terms as agreed upon by the parties
year of operations, the allocable portion that each Member City shall be
thereto.
obligated to pay of Costs of Maintenance and Operation shall be based on the
Member City's average daily population in the SCORE Facility,as supplemented (I) Special Facility Designation. The SCORE Facility, Including all equipment,
as necessary with the average daily population allocable to the Member Cities in furnishings, and fixtures is critical to the ability of the Member Cities and the Subscribing
all correctional facilities, for the 12-month period ending June 30 of the
Agencies to provide necessary and secure correctional services and assure public safety.
preceding year.
Consequently,the SCORE Facility is essential to'the preservation of the public health,safety,
and welfare. As a result,the SCORE Facility's equipment,furnishings,and fixtures are special
(iii) Commencing with the third calendar year of operations, the • facilities subject to unique standards. Accordingly, based on the facts presented in this
allocable portion that each Owner City shall be obligated to pay of Costs of
subsection, it is herby resolved that the established policy of the Member Cities is that the
Maintenance and Operation shall be based on the Member City's average daily
SCORE Facility constitutes a"special facility"under RCW 39.04.280(1)(b),and all purchases of
population in the SCORE Facility for the 12-month period ending June 30 of the
any kind or nature for the SCORE Facility shall be exempt from competitive bidding
preceding year.
requirements as prescribed by Washington State statute but shall be governed by the
(e) BIIIing and Allocation of Revenues. Each Member City shall be billed for its •
procurement policy established by the Administrative Board as amended from time to time.
Capital Contribution and its portion of Costs of Maintenance and Operation,as applicable,on a Section 16. Preliminary Costs of the SCORE Facility:Bellevue Property
semiannual basis,or more frequently as determined by the Administrative Board,calculated as
provided for in Section 15(d) above. Revenues received in a calendar year from Subscribing
The Administrative Board shall allocate costs associated with the design, acquisition,
Agencies or from sources other than the contributions described in Section 15(d)above shall be construction,improvement and equipping of the SCORE Facility prior to the issuance of the
allocated among the Member Cities as follows: (I)each Member City shall receive a credit Bonds by the SCORE Facility Public Development Authority among the Member Cities by an
against Its obligation to pay Costs of Maintenance and Operation based on that Member City's affirmative vote of a supermajority(majority plus one)of the of the Member Cities,two(2)of
proportional average daily population as calculated in Section 15(d)(2) above, and (ii) each
Owner City shall receive a credit against its Capital Contribution based on that Owner City's which shall have the highest and the second highest average daily population in the SCORE
proportional Owner Percentage. Facility for the 12-month period ending June 30 of the preceding year. Any costs of the SCORE
Facility paid by a Member City pursuant to this section may be reimbursed out of proceeds of
Bonds to the extent permitted by law.
(f) Host City. Pursuant to RCW 35.21.740,the City of Des Moines,as the Host City,
hereby authorizes the City of Renton to operate the SCORE Facility Public Development •The Member Cities hereby agree that any net proceeds received from the sale of the
Authority within the corporate limits of the City of Des Moines in a manner consistent with the.
property located at 1440 116to
Avenue NE,Bellevue,Washington and 1412 116th Avenue NE,
terms of this SCORE Formation Interlocal Agreement. The Host City shall enter into a written Bellevue, Washington (estimated to be approximately $3,180,000) shall be deposited with
agreement with SCORE and any of the Owner Cities,as applicable,to establish a host city fee to SCORE and used to finance costs associated with the design, acquisition, construction,
be paid in exchange for the availability of the SCORE Facility. Improvement and equipping of the SCORE Facility.
(g) Tax-Exemption. The Member Cities shall not(1)make any use of the proceeds Section 17. Compliance with Continuing Disclosure Requirements
from the sale of Bonds or any other money or obligations of the SCORE Facility Public
Development Authority or the Member Cities that may be deemed to be proceeds of the Bonds To the extent necessary to meet the conditions of paragraph (d)(2)of United States
pursuant to Section 148(a)of the Code that will cause the Bonds to be"arbitrage bonds"within Securities and Exchange Commission Rule 15c2-12(the"Rule"),as applicable to a participating
the meaning of said Section and said regulations,or(2)act or fail to act in a manner that will underwriter or remarketing agent for Bonds,each Owner City will enter Into an undertaking in
cause the Bonds to be considered obligations not described in Section 103(a)of the Code.
a form acceptable at the time to the participating underwriter or remarketing agent,as the case
maybe.
•
•
13 . 14
ORDINANCE NO. 5480 ORDINANCE NO. 5480
Section 18. Filing of Agreement Section 22. Hold Harmless
Upon execution,this SCORE Formation interlocal Agreement shall be filed as required in The parties to this SCORE Formation Interlocal Agreement shall defend,indemnify and
RCW 39.34.040. save one another harmless from any and all claims arising out of the performance of this SCORE
Formation Interlocal Agreement,except to the extent that the harm complained of arises from
Section 19. Severability the sole negligence of one of the participating members. Any loss or liability resulting from the
negligent acts errors or omissions of the Administrative Board, Operations Board, Facility
If any part, paragraph, section or provision of this SCORE Formation Interlocal Director and or staff, while acting within.the scope of their authority under this SCORE
Agreement is adjudged to be invalid by any court of competent jurisdiction such adjudication Formation Interlocal Agreement shall be borne by SCORE exclusively.
shall not affect the validity of any remaining section,part or provision of this SCORE Formation
Interlocal Agreement. Section 23. Counterparts
Section 20. Execution and Amendment This SCORE Formation Interlocal Agreement may be executed in any number of
counterparts,each of whom shall be an original,but those counterparts will constitute one and
This SCORE Formation Interlocal Agreement shall be executed on behalf of each _ _ the same instrument.—- --— — —
Member City by its Designated Representative,or other authorized officer of the Member City,
and pursuant to an appropriate motion,resolution or ordinance of each Member City. This• IN WITNESS WHEREOF, the parties have executed this SCORE Formation Interlocal
SCORE Formation Interlocal Agreement shall be deemed adopted upon the date of execution by Agreement as of the day and year first written above.
the last so Designated Representative or other authorized officer. CITY OF AUBURN OF RENTON
This SCORE Formation Interlocal Agreement may not be effectively amended,changed,
modified or altered, except by an instrument in writing duly executed by the Designated
Representative, or other authorized officer, of each Member City and pursuant to an By: By:
appropriate motion,resolution or ordinance of each Member City,so long as such amendment •
CITY OF TUKWILA
does not materially adversely affect the owners of the Bonds or affect the tax-exempt status of CITY OF DES MOINES
the interest paid on the Bonds. If the Bonds issued by the SCORE Facility Public Development -
Authority are rated by a rating agency,then no amendment that adds or removes an Owner
•
City from this SCORE Formation Interlocal Agreement or revises Section 15 of this SCORE By: By:
Formation Interlocal Agreement shall be permitted unless the SCORE Facility Public CITY OF BURIEN
Development Authority has received written confirmation from the rating agency that such CITY OF FEDERAL WAY
amendment will not result in a reduction or withdrawal of the rating on the Bonds. If the Bonds
are not rated by a rating agency, then no such amendment as described in the preceding •
sentence will be permitted unless in the opinion of the SCORE Facility Public Development, By: By:
Authority such amendment will not materially adversely affect the owners of the Bonds. Y;
• CITY OF SEATAC
Section 21. Third Party Benefidaries
The SCORE Facility Public Development Authority and the holders from time to time of By:
the Bonds shall be third party beneficiaries hereof and the commitments made herein shall be
for their further benefit.
15 16
ORDINANCE NO. 5480
ORDINANCE NO. 5480
EXHIBIT B HOST CITY AGREEMENT
Form of Interlocal Agreement
among the Cittes of Renton,Federal Way,Auburn,and Des Moines,Washington, • THIS HOST CITY AGREEMENT ("Host City Agreement") among the Cities of Renton,
and the South Correctional Entity Federal Way,Auburn,and Des Moines,Washington,all of which are municipal corporations•
(attached) • under the laws and statutes of the State of Washington,and the South Correctional Entity,a
governmental administrative agency formed pursuant to RCW 39.34.030(3) ("SCORE," and
together with Renton,Federal Way,Auburn and Des Moines,the"Parties"),is entered into this
• ,2009:
RECITALS:
•
WHEREAS,chapter 39.34 RCW,the Interlocal Cooperation Act,authorizes municipalities
in Washington to enter into agreements for the joint undertaking of certain projects as
provided therein;and
WHEREAS,the Cities of Auburn,Renton,Federal Way,Des Moines,Burien,SeaTac and
Tukwila,Washington(the"Member Cities")entered into a SCORE Interlocal Agreement,dated
February 25,2009(the"Original Interlocal Agreement"),to form a governmental administrative
agency pursuant to RCW 39.34.030(3) known as the South Correctional Entity("SCORE")to
establish and maintain a consolidated correctional facility to be located in the City of Des
Moines(the"SCORE Facility")to serve the Member Cities and federal and state agencies and
other local governments that may contract with SCORE in the future to provide correctional
services essential to the preservation of the public health,safety and welfare;and
WHEREAS, the Member Cities have determined that the SCORE Facility will provide
improved correctional facilities within the boundaries of the consolidated service areas at a
lower total cost to the participating Member Cities than currently available alternatives or than
the participating Member Cities could individually provide;and
WHEREAS,financing for the acquisition,construction,equipping,and Improvement of
the SCORE Facility will be provided by bonds issued by the South Correctional Entity Facility
Public Development Authority(the"Authority"),a public development authority chartered by
Renton pursuant to RCW 35.21.730 through 35.21.755;and
WHEREAS,under the Original Interlocal Agreement,bonds issued by the Authority are
secured by the full faith and credit of each Member City in the percentages set forth therein;
and
WHEREAS,the Member Cities now desire to amend the Original Interlocal Agreement
• pursuant to the terms of an Amended and Restated SCORE Interlocal Agreement(the"SCORE
Formation Interlocal Agreement")to reallocate the proportion of debt service on bonds issued
by the Authority among Auburn,Renton,Federal Way,Burien,SeaTac,and Tukwila(the"Owner
Cities")and to designate Des Moines as the host city;and
1
•
•
ORDINANCE NO. 5480 ORDINANCE NO. 5480
"Host City Agreement"means this Host City Agreement among the Cities of Renton,
WHEREAS,as the host city,Des Moines will have all of the same powers and privileges Federal Way,Auburn, and Des Moines,Washington, and SCORE, as amended from time to
under the SCORE Formation Interlocal Agreement as the other Member Cities,including voting time.
authority and obligations with respect to paying costs of maintenance and operation of the
SCORE Facility,but is not obligated to make capital contributions toward the payment of debt "Host City Fee"means the fee to be paid by Des Moines as set forth in Section 2 of this
service on bonds Issued by the Authority;and Host City Agreement.
WHEREAS,the SCORE Formation Interlocal Agreement requires Des Moines to enter • "Member Cities"mean the Owner Cities and Des Moines.
into a written agreement with SCORE and the Owner Cities,as necessary,pursuant to which
Des Moines will pay a host city fee for the availability of the SCORE Facility;and "Owner Cities" mean the Cities of Auburn,Federal Way,Renton,Tukwila, Burien and
SeaTac,Washington.
WHEREAS,the purpose of this agreement is to set forth the host city fee to be paid by
— -- _ Des Moines and provisions related thereto; "SCORE" means the governmental administrative agency established pursuant to
-- -- ----- - ---—— — - - - - - --RCW 39.34,030(3)by the Member Cities.
NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as —— — — — --- - -
follows: "SCORE Facility" means the consolidated correctional facility acquired, constructed,
improved,equipped,maintained and operated by SCORE.
Section 1. Definitions. Capitalized terms used in this Host City Agreement shall have the
following meanings. Capitalized terms used in this Host City Agreement not otherwise defined "SCORE Formation Interlocal Agreement" means the Amended and Restated SCORE
herein shall have the meanings given such terms in the SCORE Formation Interlocal Agreement. Interlocal Agreement among the Member Cities,as may be further amended from time to time
"Administrative Board"means the governing board of SCORE created pursuant to the "Subscribing Agencies"mean the federal and state agencies, municipal corporations,
SCORE Formation Interlocal Agreement. and other local governments, other than the Member Cities, that contract with SCORE for
"Authority"means the South Correctional Entity Facility Public Development Authority correctional services at the SCORE Facility pursuant to the terms of the SCORE Formation
Interlocal Agreement.
chartered by the City of Renton,Washington.
Section 2. Host City Fee. A Host City Fee shall be paid by Des Moines for the
"Bonds"mean,collectively,bonds,notes or other evidences of borrowing issued by the availability of the SCORE Facility under the terms of this Host City Agreement and the SCORE
Authority to provide interim and permanent financing for the SCORE Facility and thereafter,to Formation Interlocal Agreement. The Host City Fee shall be an amount equal to 5%of the
finance or refinance equipment, completion, expansion and other capital improvements principal of and interest due on Bonds Issued by the Authority. In consideration of the payment
essential to maintain the SCORE Facility's functionality. _ of the Host City Fee,Des Moines shall not be obligated to make a Capital Contribution under
"Capital Contribution" shall have the meaning set forth in the SCORE Formation Section 15(d)(1)of the SCORE Formation Interlocal Agreement. Payment of the Host City Fee as
provided herein shall be in addition to and not in lieu of the obligation of Des Moines to pay its i
Interlocal Agreement. allocable portion of Costs of Maintenance and Operation of the SCORE Facility as provided in `
Section 15(d)(2)of the SCORE Formation Interlocal Agreement.
"Costs of Maintenance and Operation" means all reasonable expenses Incurred by
SCORE In causing the SCORE Facility to be operated and maintained in good repair,working Section 3. Method and Timing of Payments;Accounting and Allocation of Revenue.
order and condition,and all costs of administering SCORE.
(a) Method of Payments. ,SCORE shall bill Des Moines its Host City Fee on a
"Designated Representative"means the Mayor or the City Manager,as selected by each
semiannual basis,or more frequently as determined by the Administrative Board. Payments
Member City,or his or her designee. shall be made by Des Moines in Immediately available funds on the date when due.
• (b) Timing of Payments. Host City Fee payments shall be made by Des Moines to
SCORE no later than the date which the Owner Cities are obligated to make Capital
•
2 3
•
ORDINANCE NO. 5480ORDINANCE NO. 5480
Contributions to pay debt service on Bonds Issued by the Authority, as further provided in
financial policies approved by the Administrative Board.
(c) Real and personal property acquired during the life of the SCORE Formation
(c) Accounting. SCORE shall account for and hold separately any payments received Interlocal Agreement shall be held in the name of SCORE and shall be disposed of as provided in
from Des Moines under this Host City Agreement from other amounts received by SCORE under Section 4 thereof. in consideration of the payments made by Des Moines as provided in
the SCORE Formation Interlocal Agreement. Renton,Auburn,and Federal Way shall each have Section 2 of this Host City Agreement,Renton,Auburn,and Federal Way each hereby agree to
allocate 2%,2%,and 1%,respectively,of the total equity in real and personal property held by
a this 2/5,Hoand 1/5 interest,eenrespectively,in any payments be receivededagainstby SCORE undert the owedteby SCORE and financed with proceeds of the Bonds to Des Moines upon termination of this Host
of Host City Agreement, and such payments shall be credited amounts by
Renton, Auburn and Federal Way under the SCORE Formation Interlocal Agreement. City Agreement.
Notwithstanding the foregoing, nothing in this Host City Agreement shall relieve Renton, (d) Upon the occurrence of a default by Des Moines in Its obligations hereunder,the
Auburn by Sectionol Way from paying itsR Capitalmcont Interlocalion Agreement.t the times and in the amounts other Parties hereto may proceed to protect and enforce their right in equity or at law,either in
required 15(d)(1)of the SCORE Formation •
mandamus or for the specific performance of any covenant or agreement contained herein,or
Section 4. Nature of the Obligation. The obligation of Des Moines to pay the Host for the enforcement of any other appropriate legal or equitable remedy,as such Parties may
City Fee in the amounts,at the times and in the manner described herein shall be absolute and deem most effectual to protect and enforce any of its rights or interests hereunder.
unconditional, and shall not be subject to diminution by setoff,counterclaim, abatement or Notwithstanding anything to the contrary in this Host City Agreement,in the event that
requreise. Des hereunder Moinesg hereby agrees tohe pay theC Host City yFes at erathe ing atimet and particularithe amoune.ts Des Moines fails to budget for or pay the Host City Fee when due,the remaining Parties hereto
obliion ofDes Moiees of p ytthetHoSCOREFilitylsbeeantirr vtcoyfullfaithiand may immediately declare this Host City Agreement to be terminated, and may withdraw
Thecredit obobligationligation Des Des Moines,otopay the Host City Fee tsaxes
be an irrevocable the on iand SCORE's correctional•services from Des Moines, or alternatively, enter Into a Subscribing
n statutory
h y viwithoutu from propertythelectorsectlevied
d Deshin Moinesne allconstitutional of t e Agency agreement with Des Moines under terms and conditions as the remaining Member
taxaband lepauthority De Moines a vote of the ofrev ofe available
on therefor. Desee Cities deem appropriate;provided,however,neither the termination or withdrawal of services
Moines herebybrty agreeswithin Des and other sources calculation revenues available outstandingnn from Des Moines shall relieve the obligation of Des Moines to pay the Host City Fee. Upon such
geMoines Indto set asidenand t equal e
in itse inplamount of cifhet City Fee event,Des Moines will have forfeited its right to receive an allocation of the equity in real and
so longs Bonds r main u scan in fortne dural to the ipsiHost Are men.Host City Fee personal property held by SCORE and financed with proceeds of the Bonds as provided in
so long as Bonds remain outstanding for the duration of this Host City Agreement.
Section 5(c)of this Host City Agreement,and Renton,Auburn and Federal Way shall be entitled
Des Moines may prepay the Host City Fee In the same manner permitted to Owner to their respective full allocation of equity as provided In Section 4 of the SCORE Formation
Cities under the terms of the SCORE Formation interlocal Agreement. Any such prepayment interlocal Agreement.
shall be allocated among Renton,Auburn,and Federal Way as provided in Section 3(c)hereof. Section 6. Miscellaneous.
Section 5.Term of Host City Agreement;Termination. (a) Governing Law;Venue. This Host City Agreement is governed by and shall be
construed in accordance with the laws of the State of Washington and shall be liberally
(a) The term of this Host City Agreement shall commence on the effective date of construed so as to carry out the purposes hereof. Except as otherwise required by applicable
this Host City Agreement and, unless otherwise terminated or amended as set forth herein, law,any action under this Host City Agreement shall be brought in the Superior Court of the
shall automatically terminate upon the earlier of(I)expiration or termination of the SCORE State of Washington in and for King County.
Formation Interlocal Agreement, or(b)the date when Bonds issued by the Authority are no
longer outstanding. To the extent permitted by applicable law,each of the parties waives any right to have a
jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise
(b) Any Party to this Host City Agreement may withdraw its membership and between the parties arising out of,connected with,related to,or incidental to the relationship
terminate its participation in this Host City Agreement by providing written notice to the other between any of them in connection with this Host City Agreement or the transactions
Parties hereto. Notwithstanding the foregoing,Des Moines may not withdraw its membership contemplated hereby. Instead,any such dispute resolved in court will be resolved in a bench
and terminate its participation in this Host City Agreement for so long as Bonds Issued by the trial without a jury.
Authority are outstanding unless the other Parties hereto have consented in writing to such
withdrawal and termination.
• 4 5
ORDINANCE NO. 5480 ORDINANCE NO. 5480
(b) Attorneys'Fees and Expenses. If a default arises under any of the provisions of To Des Moines:
this Host City Agreement and any Party hereto should employ attorneys (including in-house
counsel) or incur other expenses for the collection of amounts due under this Host City Des Moines
Agreement or the enforcement of performance or observance of any obligation or agreement Attention:City Manager
on the part of the other party contained in this Host City Agreement,on demand therefore,the 21630 11th Avenue South
non-prevailing Party shall pay or reimburse the prevailing Party for the reasonable fees of such Des Moines,Washington 98198
attorneys and such other expenses so incurred. Phone:(206)878-4595
(c) Notices. Except as otherwise provided herein, all notices, consents or other To SCORE:
•
communications required hereunder shall be made via electronic means or in writing and,if in
writing,shall be sufficiently given if addressed and mailed by first-class,certified or registered South Correctional Entity
mail,postage prepaid and return receipt requested,as follows: Attention:Facility Director
1055 South Grady Way ).
To Renton: Renton,Washington 98057
Phoney(425)-430=7565
•
City of Renton
Attention:Finance and Information Services Department Administrator
1055 South Grady Way Any Party hereto may, by notice given as required herein, designate any further or
Renton,Washington 98057 • different addresses to which subsequent notices, certificates, requests or other
Phone: (425)430-6858 communications shall be'sent. Notices shall be deemed served upon deposit of such notices in
the United States mail in the manner provided above.
To Auburn:
• (d) Binding Effect. This Host City Agreement shall inure to the benefit of and shall be
City of Auburn binding upon the Parties hereto and their successors. This Host City Agreement may not be
Attention:Finance Director assigned.
25 West Main St.
Auburn,Washington 98001 • (e) Severability. In the event any provision of this Host City Agreement shall be held
Phone:(253)931-3000 invalid or unenforceable by any court of competent Jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
To Federal Way:
• (f) Amendments. This Host City Agreement may not be effectively amended,
Federal Way changed, modified or altered, except by an instrument in writing duly executed by an
Attention:City Manager authorized officer of each Party hereto and pursuant to an appropriate motion,resolution or
33325 8th Avenue South ordinance of each Party hereto.
Federal Way,Washington 98063
Phone:(253)835-7000 (g) Waiver of Breach. No waiver of any breach of any covenant or agreement
contained herein shall operate as a waiver of any subsequent breach of the same covenant or
agreement or as a waiver of any breach of any other covenant or agreement,and In case of a
breach by either party of any covenant, agreement or undertaking,the nondefaulting party
may nevertheless accept from the other any payment or payments or performance hereunder
•
without in any way waiving Its right to exercise any of its rights and remedies provided for
herein or otherwise with respect to any such default or defaults that were in existence at the
time such payment or payments or performance were accepted by it.
. 6 • 7
ORDINANCE NO. 5480
(h) No Rights Created in Third Parties. The terms of this Host City Agreement are •
not intended to establish nor to create any rights in any persons or entities other than the •
Parties hereto and the respective successors and assigns of each.
•
(I) Time of Essence. Time and all terms and conditions shall be of the essence of
•
this Host City Agreement.
0) Filing of Host City Agreement. Upon execution,this Host City Agreement shall be
filed as required in RCW 39.34.040.
•
(k) Counterparts. This Host City Agreement may be executed simultaneously in
several counterparts,each of which shall be an original and all of which shall constitute one and
•
the same agreement.
IN WITNESS WHEREOF, Renton,Auburn, Federal Way, Des Moines and SCORE have
caused this Host City Agreement to be executed In their respective names by their duly
authorized officers,and have caused this Host City Agreement to be dated and effective as of
the date set forth on the first page hereof. •
CITY OF RENTON,WASHINGTON CITY OF AUBURN,WASHINGTON
•
By: By:
•
Denis Law,Mayor Pete Lewis,Mayor
CITY OF FEDERAL WAY,WASHINGTON CITY OF DES MOINES,WASHINGTON
•
By: By:
Brian Wilson,City Manager Bob Sheckler,Mayor
SOUTH CORRECTIONAL ENTITY
By:
Jack Dovey,Presiding Officer
Mayor,City of Federal Way,Washington
8
•
ogg8o1a
UEaC7
u Amended by ORD 5480
3. VU 1 •o i0,
CITY OF RENTON,WASHINGTON
ON
• Fgheg m ORDINANCE NO. 5443
faHW Nr Av H
y N
U c 5i. 1 "' AN ORDINANCE OF THE CITY OF RENTON, WASHINGTON,
z ;E.r o g a1I a hCa z1 e1 e° 1�e U 11 114'11\
>, e 0 AUTHORIZING THE EXECUTION OF AN INTERLOCAL •
a91111114gza r�a° j. y =
mO� romg° � m o �a; g s sU$T m AGREEMENT RELATING TO THE SOUTH CORRECTIONAL ENTITY
' $a o$m._$ $�• g-' �a•°$m c$ aaItg D3$¢ 0 - €- FACILITY AND THE FORMATIONOFTHESOUTHCORRECTIONAL
@41y�. z �5aro� $ as$.g� -P� ztp a °o. -k. ,dig.regi ag ENTITY FACILITY PUBLIC DEVELOPMENT AUTHORITY.
a t.uy�€ X0'0 8 1�'Egadi .gtng,$ z4� dit $'188aS`aao -10ezO S`". /, \
— —- g p 6 8 1 3'r 1, 1111 812 51 9 �2 ,e15 1 1°r11I� y=4 €'$ i,�o;l WHEREAS,the City of Renton,Washington(the"City")is authorized by chapter 70.48 \
z 5go 1,A 4,19$°0 f did&°2,1 4 Fi i.l�t �°�it'll�t1 a�� m A i g a 8 - - - RCW-to contract for,establish and maintain correctional facilities in furtherance of public safety
`, ...,,Noll t,,,,, and welfare;and
0.0 ,,,4141 WHEREAS,the City currently contracts with other local governments within the State
441.445.' i',
. :e.-.1E4 ',�;°0 s3i
of Washington for correctional services at a great expense to the City;and
�o m 0N, a',ao
''!�Y.S eoo ,,P�� WHEREAS, chapter 39.34 RCW, the Interlocal Cooperation Act, authorizes
"4utttv"5�`` municipalities in Washington to enter into agreements for the joint undertaking of certain
"S 0g0 o B R ti ea.5 projects as provided therein;and
'� o 8,36/1s ° o
m a a pp oo ., WHEREAS,the Cities of Auburn,Federal Way,Des Moines,Tukwila,Buries,SeaTac,
e''o. m'3 .°E a a $ ; Washington and the City(the"Member Cities")recognize and find that there is a public need for
u 533vo °cc m N
w z a •o B•S°.qq '3'...8 0 anew correctional facility to serve the south King County region and to provide correctional
r.
r� + t3'2 d o a 8 m o a w c services at a lower total cost to the participating Member Cities than currently available • .
66
0 o a •i me, a B v e' alternatives or than the participating Member Cities could individually provide;and
Z a o al a' B°i° K'� z $ ° �° the Member Cities now desire to enter into an interlocal agreement(the
O W w° m'd sr 3 1111
o 1 1' 8 o -so
w w WHEREAS,
�T o o n v e o �1 0 "Interlocal Agreement")to form a governmental administrative agency kmowa as the South
g i7 a0a'QAo @...4 4 R - .o .eo
Q N� d >C°J x'g d a u a Correctional Entity("SCORE')to establish and maintain a consolidated correctional facility(the
w 1 W a d o a%3 e °^. 13 0 B a, . "SCORE Facility')to serve the Member Cities and federal and state agencies and other local
p U B E•°B o m o a a'o o �a
gm aa.§ d o 5 0i. A gin g•:b.,�`.,.- °ra CERTIFICATE
Ni
9 >,•,.,.4• z ra.8P'11
, ¢a \q,�z 1,the undersigned City Clerk of the
9 a .d I .'v > o City of Renton,Washington,certify
s b a d[d o is 4° c m y �\'u d that this is a true and correct copy of
a rr a a9 <3 °t E° a 44 5 0 Didht4Ma 4 5143 Subscribed
and sealed thiseday of Nov, ,20.2E
• it iuc'dr Ldatte-p-•'
Bonnie I. Walton, City Clerk
ORDINANCE NO. 5443 ORDINANCE NO. 5443
governments that may contract with SCORE in the future to provide correctional services Development Authority (the "Authority"). The purpose of the Authority is to provide an
essential to the preservation of the public health,safety and welfare;and independent legal entity under State law to issue obligations to finance and refinance the
WHEREAS,the Member Cities are considering the formation of a public corporation for acquisition, construction, improvement and equipping of a correctional facility(the"SCORE
the purpose of issuing and servicing bonds that are secured by the full faith and credit of the
Facility"). Such obligations may be issued in one or more series,may be in the form of bonds,
Member Cities in order to provide for the financing of the SCORE Facility;and notes or other evidences of indebtedness to provide interim and permanent financing for the
WHEREAS,the City has agreed to act as the host city for the formation of the public SCORE Facility and thereafter,to finance or refinance equipment,completion,expansion and
corporation,subject to the approval of each Member City;and other capital improvements essential to maintain the SCORE Facility's functionality. Such
WHEREAS, the establishment and maintenance of the SCORE Facilitywill be of bonds, notes, and other evidences of borrowing are collectively referred to herein as the
substantial benefit to the Member Cities and the public in general; "Bonds." The proposed form of ordinance to be considered by the City Council of the City,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON, along with the Charter and the Bylaws of the Authority,drafts of which are attached hereto,as
WASHINGTON,DOES HEREBY ORDAIN AS FOLLOWS: Exhibits B,C and D,respectively,are hereby approved. The City Council hereby approves the
SECTION I._ Approval of Interlocal Agreement. The Mayor of the City is formation by the City of the Authority by the approval of such ordinance,Charter and Bylaws
hereby authorized to execute the interlocal agreement with the Cities of Auburn,Federal Way, substantially in the forms presented to this Council.
Des Moines,Tukwila,Burien,SeaTac,Washington,substantially in the form as attached hereto
SECTION HI. Limited Liability;Independent Obligations. The Authority shall
as Exhibit A and incorporated herein by this reference (the"Interlocal Agreement"), for the be an independent legal entity exclusively responsible for its own debts, obligations and
creation of a governmental administrative agency pursuant to RCW 39.34.030(3)to be known as
liabilities. All liabilities incurred by the Authority shall be satisfied exclusively from the assets
the South Correctional Entity("SCORE"). The Mayor is hereby designated as the"Designated
and credit of the Authority. No creditor or other person shall have any recourse to the assets,
Representative"of the City for purposes of the Interlocal Agreement. The Mayor and other credit,or services of the City on account of any debts,obligations,liabilities,acts,or omissions
appropriate officers of the City are authorized and directed to take any and all such additional of the Authority.
actions as may be necessary or desirable to accomplish the creation of SCORE. SECTION IV. City Contributions to Operations and Bonds. The City shall pay its
SECTION H. Approval of Formation of the Authority. Pursuant to chapter 39.34 allocable portion of the budgeted expenses of maintenance and operation of the SCORE Facility
RCW and RCW 35.21.730 through RCW 35.21.755,the City hereby approves the creation of a not paid from other sources,which allocable portion shall be determined as provided in the
public corporation by the City to be designated as the South Correctional Entity Facility Public Interlocal Agreement. In addition to the foregoing commitment,the City irrevocably commits to
2 . 3
ORDINANCE NO. 5443
ORDINANCE NO. 5443
pay its capital contribution in the percentage provided for in the Interlocal Agreement,which is
terms of the Interlocal Agreement. Pursuant to U.S.Treasury Regulation Section 1.150-2(e),the
equal to 34%,to pay debt service on Bonds as the same shall become due and payable and to pay
City reasonably expects to be reimbursed for such expenditures with proceeds of Bonds issued
administrative expenses of the Authority with respect to the Bonds(the"Capital Contribution").
by the Authority. The maximum principal amount of Bonds expected to be issued for the
The authorization contained in this ordinance is conditioned upon the issuance of Bonds not SCORE Facility described in Section 2 is$100,000,000.
exceeding the aggregate principal amount of$100,000,000(not including any bonds or notes to SECTION VI. Effective Date. This ordinance shall take effect and be in force
be refunded with proceeds of such Bonds)without obtaining additional Council approval. from and after passage and publication as provided by law.
—- The City recognizes that it is not obligated to pay the Capital Contribution of any other
PASSED BY THE CITY COUNCIL this 2nd day of February ,2009.
Member City;the Capital Contribution of the City shall be limited to its 34%u allocable share of- - - - --- — - _ _ _ _- - -
such obligations;all such payments shall be made by the City without regard to the payment or
lack thereof by any other jurisdiction;and the City shall be obligated to budget for and pay its - Bonnie I.Walton,City Clerk
Capital Contribution unless relieved of such payment in accordance with the Interlocal APPROVED BY THE MAYOR this 2nd day of February ,2009.
Agreement. All payments with respect to the Bonds shall be made to SCORE in its capacity as
easa
administrator and servicer of the Bonds to be issued by the Authority. The City's obligation to Dems aw,Mayor
pay its Capital Contribution shall be an irrevocable full faith and credit obligation of the City, Approved to as to form:
payable from property taxes levied within the constitutional and statutory authority provided
without a vote of the electors of the City on all of the taxable property within the City and other Jay Reich,:Special Counsel
sources of revenues available therefor. The City hereby obligates itself and commits to budget Date of Publication: 2/6/2009 (summary)
for and pay its Capital Contribution and to set aside and include in its calculation of outstanding ORD:1531:1/13/09:scr
nonvoted general obligation indebtedness an amount equal to the principal component of its
Capital Contribution for so long as any Bonds issued by the Authority remain outstanding.
SECTION V. Preliminary Costs;Reimbursement. The City is hereby authorized •
to finance costs associated with the design, acquisition, construction, improvement and
equipping of the SCORE Facility prior to the issuance of Bonds by the Authority pursuant to the
5
4
ORDINANCE NO. 5443 ORDINANCE NO. 5443
EXHIBIT A
Form of Interlocal Agreement
(attached)
SCORE INTERLOCAL AGREEMENT •
among
CITY OF AUBURN,
CITY OF DES MOINES,
CITY OF FEDERAL WAY,
CITY OF RENTON,
CITY OF TUKWILA,
CITY OF BURIEN,
AND
CITY OF SEATAC,WASHINGTON
Dated as of ,2009
ORDINANCE NO. 5443 ORDINANCE NO. 5443
TABLE OF CONTENTS '
SCORE INTERLOCAL AGREEMENT
• Pace
Section 1. Definitions 2 THIS SCORE INTERLOCAL AGREEMENT ("Agreement') is entered into this
,2009 by and among the Cities of Auburn,Des Moines,Federal Way,Renton,
Section 2. SCORE Facility;Authority 3 Tukwila,Burien and SeaTac, Washington(the"Member Cities"), all of which are municipal
5 corporations under the laws and statutes of the State of Washington:
Section 3. •Duration of Agreement
RECITALS:
Section 4. Withdrawal and Termination 5
Section 5. Administrative Board 6 WHEREAS,the Member Cities are authorized by chapter 70.48 RCW to contract for,
. establish and maintain correctional facilities in furtherance of public safety and welfare;and
Section 6. Operations Board 7
WHEREAS,the Member Cities currently contract with other local governments within ( S,
Section 7. Facility Director 8 the State of Washington for correctional services at a great expense to the City;and \_ _ '
Section 8. Personnel Policy 8 - -- WHEREAS,--chapter_39.34_ RCW, the Interlocal Cooperation Act, authorizes
9 municipalities in Washington to enter into agreementsr fothe joint-undertaking of certain
Section 9. Budget,Policies and Operations projects as provided therein;and
Section 10. Contracts and Support Services 9 WHEREAS, the Member Cities now desire to form a governmental administrative
9 agency pursuant to RCW 39.34.030(3)known as the South Correctional Entity("SCORE")to
Section 11. Policy and System Evaluation establish and maintain a consolidated correctional facility(the"SCORE Facility")to serve the
Member Cities and federal and state agencies and other local governments that may contract with
Section 12. Additional Services Authorized 10 SCORE in the future to provide correctional services essential to the preservation of the public
Section 13. Inventory and Property
10 health,safety and welfare;and
Section 14. Local Control 10 - WHEREAS,the Member Cities have determined that the SCORE Facility will provide
improved correctional facilities within the boundaries of the consolidated service areas at a lower
Section 15. SCORE Facility Financing and Construction;SCORE Facility Public total cost to the participating Member Cities than currently available alternatives or than the
Development Authority 10 participating Member Cities could individually provide;and
Section 16. Preliminary Costs of the SCORE Facility;Bellevue Property 13 WHEREAS,financing for the acquisition,construction,equipping,and improvement of
the SCORE Facility will be provided by bonds issued by a public corporation created in
Section 17. Compliance with Continuing Disclosure Requirements 13 accordance with this Agreement and pursuant to RCW 35.21.730 through 35.21.755 and secured
13 by the full faith and credit of the Member Cities;and
Section 18. Filing of Agreement
13 WHEREAS,the City of Renton has agreed to act as the host city for the formation of a t_
Section 19. Severability public corporation to be known as the South Correctional Entity Facility Public Development
14 Authority(the"SCORE Facility Public Development Authority")subject to the approval of each
Section 20. Execution and Amendment Member City;and
Section 21. Third Party Beneficiaries 14
WHEREAS, the establishment and maintenance of the SCORE Facility will be of
Section 22. Hold Harmless 14 substantial benefit to the Member Cities and the public in general;
Section 23. Counterparts 15 NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as
follows:
_i- mrzorw
•
ORDINANCE NO. 5443 ORDINANCE NO. 5443
•
Section 1. Definitions. Capitalized terms used in this Agreement shall have the "Facility Director" means the director of the SCORE Facility selected by the
following meanings:
Administrative Board pursuant to Section 7 of this Agreement
"Administrative Board" means the governing board of SCORE created pursuant to "Member Cities" mean, initially, the Cities of Auburn, Des Moines, Federal Way,
Section 5 of this Agreement.
Renton,Tukwila,Burien and SeaTac,Washington.
"Agreement"means this Interlocal Agreement among the Member Cities,as amended • "Operations Board"means the board formed pursuant to Section 6 of this Agreement.
from time to time.
•
"Base Percentage" means a percentage equal to the 2007 average daily population "Presiding Officer"means the member of the Administrative Board selected pursuant to
Section 5 of this Agreement.
allocable to the Member Cities in all correctional facilities. Those percentages are as follows:
(a) Auburn—twenty-nine(29%) "SCORE" means the governmental administrative agency established pursuant to
(b) Des Moines—five(5%) RCW 39.34.030(3)and this Agreement by the Member Cities.
(c) Federal Way—seventeen(17%) "SCORE Facility"means the consolidated correctional facility acquired,constructed,
(d) Renton-thirty-four(34%)
(e) Tukwila—eight(8%) improved,equipped,maintained and operated by SCORE.
(f) Burien—four(4%) „
(g) SeaTac—three(3%) SCORE Facility Public Development Authority" means the South Correctional
• Entity Facility Public Development Authority chartered by the City of Renton,Washington.
"Bonds"mean,collectively,bonds,notes or other evidences of borrowing issued by the "Subscribing Agencies"mean the federal and state agencies,municipal corporations,
SCORE Facility Public Development Authority to provide interim and permanent financing for and other local governments, other than the Member Cities, that contract with SCORE for
the SCORE Facility and thereafter,to finance or refinance equipment,completion,expansion correctional services at the SCORE Facility pursuant to the terms of this Agreement.
and other capital improvements essential to maintain the SCORE Facility's functionality.
Section 2. SCORE Facility;Authority.
"Budget"means the budget prepared by the Facility Director in consultation with the
Operations Board,and submitted to the Administration Board for its approval in accordance with (a) Administrative Agency. There is hereby established a governmental
Section 5 and Section 9 of this Agreement,which budget shall set forth(a)an estimate of the administrative agency pursuant to RCW 39.34.030(3)to be known as the South Correctional
costs of capital improvements required to be made to the SCORE Facility within the applicable Entity("SCORE"). SCORE shall initially consist of the Member Cities.
year, (b) on a line item basis, all anticipated revenues and expenses for the operation and •
maintenance of the SCORE Facility for the applicable year,and(c)any information required by
policies adopted by the Administrative Board pursuant to Section 9(b)of this Agreement. (b) Powers of SCORE. SCORE shall have the power to acquire, construct, own,
operate,maintain,equip,and improve a correctional facility known as the"SCORE Facility"and
"Capital Contribution" means, for each Member City, that Member City's Base to provide correctional services and functions incidental thereto, for the purpose of detaining
Percentage multiplied by the principal of and interest on Bonds as the same shall become due arrestees and sentenced offenders in the furtherance of public safety and emergencies within the
•
and payable and administrative expenses of the SCORE Facility Public Development Authority jurisdiction of the Member Cities. The SCORE Facility may serve Subscribing Agencies which
with respect to Bonds, are in need of correctional facilities. Any agreement with a Subscribing Agency shall be in
writing and approved by SCORE as provided herein.
"Costs of Maintenance and Operation" means all reasonable expenses incurred by (c) Administrative Board. The affairs of SCORE shall be governed by the
SCORE in causing the SCORE Facility to be operated and maintained in good repair,working Administrative Board formed pursuant to Section 5 of this Agreement. The Administrative
order and condition,and all costs of administering SCORE. Board shall have the authority to:
"Designated Representative"means the Mayor or the City Manager, as selected by 1. Recommend action to the legislative bodies of the Member Cities;
each Member City,or his or her designee.
2. Approve the Budget,adopt financial policies and approve expenditures;
2 P:120358_DGIm5O_01% 3 P:2035a_DG12 5B_01%
•
ORDINANCE NO. 5443 ORDINANCE NO. 5443
3. Establish policies for investing funds and incurring expenditures of 20. Employ employees as necessary to accomplish the terms of this
Budget items for the SCORE Facility; Agreement;
4. Review and adopt a personnel policy for the SCORE Facility; 21. Establish policies and procedures for adding new cities as "Member
•
Cities"to this Agreement;and
5. Establish a fund,or special funds,as authorized by chapter 39.34 RCW for
the operation of the SCORE Facility; 22. Engage in any and all other acts necessary to further the goals of this
Agreement.
6. Conduct regular meetings as may be designated by the Administrative
Board; Section 3. Duration of Agreement.
7. Determine what services shall be offered at the SCORE Facility pursuant The initial duration of this Agreement shall be for a period of ten(10)years from its
to the powers of SCORE and under what terms they shall be offered; effective date and,thereafter, shall automatically extend for additional five (5) year periods
unless terminated as provided in this Agreement. Notwithstanding the foregoing,this Agreement
8. Enter into agreements with third parties for goods and-services necessary shall not terminate until all Bonds issued by the SCORE Facility Public Development Authority
to fully implement the purposes of this Agreement; —- -- asprovidein Section 15 of this Agreement are no longer outstanding.
9. Establish rates for services provided to members, subscribers or Section 4. Withdrawal and Termination.
participating agencies;
(a) Subject to Section 4(g)below,any Member City may withdraw its membership
10. Direct and supervise the activities of the Operations Board and the Facility and terminate its participation in this Agreement by providing written notice and serving that
Director; notice on the other Member Cities on or before December 31 in any one-year. After providing
appropriate notice as provided in this Section,that Member City's membership withdrawal shall
11. Enter into an agreement with a public corporation or otherwise to incur become effective on the last day of the year following delivery and service of appropriate notice
debt; to all other Member Cities.
12. Make purchases or contract for services necessary to fully implement the (b) Subject to Section 3 above,four(4)or more Member Cities may,at any one time,
purposes of this Agreement; by written notice provided to all Member Cities, call for a termination of SCORE and this
13. Enter into agreements with and receive and distribute funds from any Agreement. Upon an affirmative supermajority vote(majority plus one)by the Administrative
federal,state or local agencies; Board, SCORE shall be directed to terminate business, and a date will be set for final
termination,which shall be at least one (1) year from the date of the vote to terminate this
14. Receive and account for all funds allocated to the SCORE Facility from its Agreement. Upon the final termination date,this Agreement shall be fully terminated.
members; (c) Subject to Section 4(g)below,in the event any Member City fails to budget or
15. Purchase, take, receive, lease,take by gift, or otherwise acquire, own, provide the required annual funding requirements for SCORE as provided in Section 15 hereof,
hold, improve, use and otherwise deal in and with real or personal the remaining Member Cities may,by majority vote,immediately declare the underfunding City
property,or any interest therein,in the name of the SCORE Facility; to be terminated from this Agreement and to have forfeited all its rights under this Agreement as \_
provided in Section 4(e). The remaining Member Cities may, at their option, withdraw
16. Sell, convey, mortgage,pledge, lease, exchange,transfer and otherwise SCORE's correctional services from that City,or alternatively,enter into a Subscribing Agency
dispose of property and assets; agreement with that City under terms and conditions as the remaining Member Cities deem
• appropriate.
17. Sue and be sued, complain and defend, in all courts of competent
jurisdiction in its name; (d) Time is of the essence in giving any termination notice.
18. Make and alter bylaws for the administration and regulation of its affairs; (e) If an individual Member City withdraws its membership in SCORE, the
19. Enter into contracts with Subscribing Agencies to provide correctional •
withdrawing City will forfeit any and all rights it may have to SCORE's real or personal
services;
4 1..120355_00120358_00( 5 P.uwsummu Oa
ORDINANCE NO. 5443
ORDINANCE NO. 5443
property,or any other ownership in SCORE,unless otherwise provided by the Administrative
Board.
(e) Officers of the Administrative Board. Members of the Administrative Board shall
all property acquired during the life of this select a Presiding Officer from its members,together with such other officers as a majority of the
(f) Upon termination of this Agreement,
Agreement shall be disposed of in the following manner. Administrative Board may determine. Subject to the control of the Administrative Board,the
Presiding Officer shall have general supervision,direction and control of the business and affairs
of SCORE. On matters decided by the Administrative Board,the signature of the Presiding
1. All real and personal property acquired pursuant to this Agreement shall
be distributed to the Member Cities based on the Base Percentages;and Officer alone is sufficient to bind SCORE.
•. All unexpected funds or reserve funds shall be distributed based on the (f) Meetings of the Administrative Board. There shall be a minimum of two (2)
2.
percentage of average daily population at the SCORE Facility for the last three(3) meetings each year,and not less than fifteen(15)days notice shall be given to all members prior
years prior to the termination date of those Member Cities still existing on the day to any such meeting. Unless otherwise designated by the Presiding Officer,the first meeting .
shall be held on the second Tuesday of February of each year to review the prior year's service.
prior to the termination date.
The second meeting shall be on the second Tuesday of September of each year to consider and
(g) Notwithstanding any of the other rights,duties or obligations of any Member City adopt a Budget for the following fiscal year. Other meetings may be held upon request of the
Presiding Officer or any two members.All meetings shall be open to the public to the extent
under this Section 4, the withdrawal of any Member City from this Agreement shall not
discharge or relieve the Member City that has withdrawn pursuant to Section 4(a) or been required by chapter 42.30 RCW.
terminated pursuant to Section 4(c)of its obligation to pay debt service on Bonds issued by the Five (5)members of the Administrative Board must be present at any meeting of the
SCORE Facility Public Development Authority. A Member City may be relieved of its Administrative Board to comprise a quorum,and for the Administrative Board to transact any
obligation under this Agreement to make payments with respect to its Capital Contribution if the business. Proxy voting shall not be allowed. Members of the Administrative Board may
Administrative Board,by supermajorityovote(majority plus one),authorizes such relief based on participate in a meeting through the use of any means of communication by which all members
a finding that such payments are not required to pay debt service on Bonds issued by the SCORE and members of the public participating in such meeting can hear each other during the meeting.
Facility Public Development Authority,
Any members of the Administrative Board participating in a meeting by such means is deemed
to be present in person at the meeting for all purposes including,but not limited to,establishing a
Section 5. Administrative Board.
quorum.
(a) Formation. An Administrative Board composed of the Designated Representative (g) Bylaws. The Administrative Board shall be authorized to establish bylaws that
from each Member City shall govern the affairs of SCORE. •
govern procedures of that Board and the SCORE Facility's general operations.
(b) Allocation of Votes. Each Board member shall have an equal vote and voice in (h) •
Administrative Board Review. A general or particular authorization or review
all Board decisions. and concurrence of the Administrative Board by majority vote shall be necessary for all capital
•
(c) Voting Requirements. Votes regarding (1)debt; (2)approval of the Budget; expenditures or contracts in excess of$50,000.
(3)employment of the Facilities Director; (4)cost allocations made prior to the issuance of Section 6. Operations Board. •
Bonds pursuant to Section 16 of this Agreement; and (5)approval of labor contracts, shall
require an affirmative vote of a supermajority(majority plus one)of the Member Cities,two(2) (a) Formation. There is further established an Operations Board which shall consist
of which shall have the highest and the second highest average daily population in the SCORE of up to nine(9)members selected as provided in this paragraph. One(1)member shall be
Facility for the 12-month period ending June 30 of the preceding year. Votes regarding(1)the designated by each of the Member Cities,and up to two(2)at-large members shall be selected,
conveyance of real property;(2)the addition of additional services pursuant to Section 11 of this by majority vote, by the Subscribing Agencies to represent the police departments of the
Agreement not directly incidental to correctional services(such as providing court services);and Subscribing Agencies. At the time set for election of the at-large members, only the •
(3)matters addressed in Sections 4(b)and(g) of this Agreement,shall require an affirmative representatives of the Subscribing Agencies,then in attendance,will participate in the election.
vote of a supermajority(majority plus one)of the Member Cities.
The Member Cities' Operations Board representatives shall not participate in the at-large
(d) Parliamentary Authority. Unless otherwise provided,Robert's Revised Rules of member elections. The at-large members shall serve one-year terms, unless otherwise
Order (newly revised) shall govern all procedural matters relating to the business of the determined by majority vote of the Operations Board. The purpose and duties of the Operations
Administrative Board. Board shall be established by the Administrative Board.
6 P125355 DD190358 m 7 P.120358 DG1203SB DUf
•
•
ORDINANCE NO. 5443ORDINANCE NO. 5443
•
(b) Votina and Meetings of the Operations Board. Each member of the Operations emergency service,but may be eligible for membership under the Public Employees Retirement
Board shall have an equal vote in all Operations Board decisions. The Operations Board shall be Systems(PERS),or Public Safety Employees Retirement System(PSERS),as provided by law.
authorized to establish bylaws that govern its procedures. Unless otherwise provided,Robert's
Revised Rules of Order shall govern all procedural matters relating to the business of the Section 9. Budget,Policies and Operations.
Operations Board. The Operations Board shall elect a presiding officer from its members and
shall likewise determine the time and place of its meetings;at least one(1)regular meeting shall (a) The Facility Director shall distribute a proposed Budget to the Operations Board
be held each month at a time and place designated by the presiding officer or a majority of its on or before August 1 of each year,which Budget shall then be provided to the Administrative
members. Special meetings may be called by the presiding officer or any two(2)members upon Board no later than September 1 of such year. Thereafter,the Member Cities shall be advised of
giving all other members not less than 24 hours prior written notice(electronic or facsimile the programs and objectives as contained in said proposed Budget,and of the required financial
notice acceptable). In an emergency,the Operations Board may dispense with written notice participation for the ensuing year.
requirements for special meetings,but must,in good faith,implement best efforts to provide fair
and reasonable notice to all of the members of the Operations Board. All meetings shall be open (b) • The Administrative Board shall develop financial policies for SCORE as part of
- - - to the public to the extent required by chapter 42.30 RCW. the budgetary process. Such policies may include,but are not limited to,(1)items to be provided
_ for in the Budget,(2)a minimum contribution amount for each Member City to pay for Costs of `,
A majority of the members of the Operations Board must be present at-any meeting of-the--_ _ _ - --— Maintenance and Operation, (3)the process for allocating unexpended amounts paid by the
Operations Board to comprise a quorum,and for the Operations Board to transact any business. Member Cities for Costs of Operation-and-Maintenance and assessing the Member Cities in the
Proxy voting shall not be allowed. Members of the Operations Board may participate in a event of cost overruns, (4) establishing and maintaining reserve accounts,—if any,and(5)the
meeting through the use of any means of communication by which all members and members of process for adding a new Member City to this Agreement..
the public participating in such meeting can hear each other during the meeting. Any members
of the Operations Board participating in a meeting by such means is deemed to be present in (e) The allocation of prorated financial participation among the Member Cities shall
person at the meeting for all purposes including,but not limited to,establishing a quorum. be calculated as provided in Section 15 hereof. Each Member City shall be unconditionally
obligated to provide its allocable share of costs as provided in this Agreement.
Section 7. Facility Director.
Section 10. Contracts and Support Services.
Not later than one hundred eighty(180)days prior to the completion of the SCORE
Facility,the Operations Board shall recommend to the Administrative Board a person to act as (a) The Administrative Board(or the Operations Board or the Facility Director,if so
the Facility Director. The Administrative Board may accept or reject the Operations Board designated by the Administrative Board)shall,as necessary,contract with local governments for •
recommendation. Such Facility Director shall be responsible to the Administrative Board,shallthe use of space for its operations,auxiliary services including but not limited to records,payroll,
develop the Budget in consultation with the Operations Board and other appropriate means in accounting,purchasing, and data processing, and for staff prior to the selection of a Facility
order to fully implement the purposes of this Agreement. The Facility Director shall administer Director for the SCORE Facility.
the program in its day-to-day operations consistent with the policies adopted by the The Member Cities hereby agree to furnish legal assistance,from time to time,as
Administrative Board. Such Facility Director shall have experience in technical,financial and (b)
administrative fields,and such appointment shall be on the basis of merit only. approved by the Administrative Board. The Administrative Board may contract with the City
Attorney of a Member City,other local government,or independent legal counsel as necessary.
Section 8. Personnel Policy.
Section 11. Policy and System Evaluation.
(a) The Operations Board shall submit to the Administrative Board within one
hundred eighty(180)days prior to the completion of the SCORE Facility,a proposed personnel The Facility Director shall actively and continually consider and evaluate all means and
policy for the SCORE Facility for its approval, rejection or modification. All of such opportunities toward the enhancement of operations effectiveness for correctional services so as
• modifications or revisions shall be subject to the final approval of the Administrative Board. to provide maximum and ultimate benefits to the members of the general public. The Facility
Director.shall present his or her recommendations to the Operations Board from time to time.
(b) Such personnel policy shall provide for the initial appointment to the SCORE Any substantive change or deviation from established policy shall be subject to the prior
Facility's staff from the personnel presently,permanently appointed or assigned as corrections approval of the Administrative Board.
officers in the Member Cities. Additional employees shall be appointed by the Facility Director
upon meeting the qualifications established by the Operations Board and adopted by the
Administrative Board. None of such employees shall be commissioned members of any
8 raa0358_Dc\20358_oa 9 P.120358_13020358_01%
ORDINANCE NO. 5443 ORDINANCE NO. 5443
Section 12. Additional Services Authorized. contracts for the development of the SCORE Facility. These contracts shall include,without
limitation,contracts for architectural design and engineering,project management services;real
The Administrative Board shall evaluate and determine the propriety of including estate acquisition,and construction.
additional correctional services for local governments,whenever so required,and shall determine
the means of providing such services, together with its costs and effects. These additional (c) SCORE Facility Public Development Authority. In order to finance costs of
services may include, but shall not be limited to the following: alternatives to incarceration, acquiring,constructing,improving and equipping the SCORE Facility,the City of Renton has
inmate transportation systems,and consolidated court services. agreed to form the SCORE Facility Public Development Authority. The purpose of the SCORE
Facility Public Development Authority is to issue Bonds to finance and refinance the acquisition,
Section 13. Inventory and Property. construction,improvement and equipping of the SCORE Facility. The Administrative Board
shall serve ex officio as the Board of Directors of the SCORE Facility Public Development
(a) Equipment and furnishings for the operation of the SCORE Facility shall be Authority as further provided in the Authority's organizational charter. Upon issuance of Bonds
acquired by SCORE as provided by law. If any Member City furnishes equipment or furnishings by the SCORE Facility Public Development Authority, Bond proceeds shall be deposited on
for SCORE's use, title to the same shall remain with the respective local entity unless that behalf of SCORE and used for the purposes set forth herein. SCORE shall be obligated to make
equipment is acquired by SCORE. payments to the SCORE Facility Public Development Authority at the time and in the amounts
required to pay principal of and interest on the Bonds and any administrative costs of the SCORE
(b) The Facility Director shall,at the time of preparing the proposed Budget for the Facility Public Development Authority.
ensuing year, submit to the Operations Board a complete inventory together with current
valuations of all equipment and furnishings owned by,leased or temporarily assigned to SCORE. (d) SCORE Facility Financing. Each Member City shall each pay an allocable
In case of dissolution of SCORE,such assigned or loaned items shall be returned to the lending portion of all aggregate capital and operating costs related to the SCORE Facility,less revenue
governmental entity and all other items,including real property,or funds derived from the sale received from Subscribing Agencies or other sources, as provided in this Agreement. Each
thereof,shall be distributed to Member Cities in accordance with Section 4(f)above. Member City shall be billed for its total allocable capital and operating costs on a semiannual
basis,or more frequently as determined by the Administrative Board,calculated as provided for
(c) Title to real property purchased or otherwise acquired shall be held in the name of in this Section.
SCORE; provided however, that for valuable consideration received, SCORE may convey
ownership of any real property as may be approved by supermajority vote(majority plus one)of (1) Capital Contribution. Each Member City shall be obligated to pay an
the Administrative Board. amount equal to its Capital Contribution without regard to the payment or lack thereof by
any other Member City. No Member City shall be obligated to pay the Capital
Section 14. Local Control. Contribution of any other Member City, and each Member City shall be obligated to
budget for and pay its Capital Contribution. The obligation of each Member City to pay
Each Member City and Subscribing Agency shall retain the responsibility and authority its Capital Contribution shall be an irrevocable full faith and credit obligation of such
for the operation of its police departments,and for such equipment and services as are required at Member City,payable from property taxes levied within the constitutional and statutory
its place of operation to utilize the SCORE Facility. authority provided without a vote of the electors of the Member City on all of the taxable
property within the Member City and other sources of revenues available therefor. Each
Section 15. SCORE Facility Financing and Construction;SCORE Facility Public Member City has or will set aside and include in its calculation of outstanding nonvoted
Development Authority. general obligation indebtedness an amount equal to the principal component of its Capital
Contribution for so long as Bonds remain outstanding,unless relieved of such payment in
(a) SCORE Facility. In order to provide necessary services for the Member Cities accordance with Section 4(g).
and the Subscribing Agencies, SCORE shall acquire,construct,improve,equip,maintain and
operate the SCORE Facility. The SCORE Facility is expected to be located in the City of Des • A Member City may prepay its Capital Contribution in a manner that is consistent
Moines,Washington. Pursuant to RCW 35.21.740,the City of Des Moines hereby authorizes with the authorizing documents for the Bonds; provided, however, that any such
the City of Renton to operate the SCORE Facility Public Development Authority within the prepayment of one or more Member Cities shall not affect the Capital Contribution of the
corporate limits of the City of Des Moines in a manner consistent with the terms of this remaining Member Cities. Any Member City that elects to prepay its Capital
Agreement. Contribution shall be responsible for paying all costs associated with such prepayment.
(b) Contracts for the SCORE Facility. The Administrative Board shall authorize,and (2) Costs of Maintenance and Operation:Subject to the terms of the financial
the Presiding Officer of the Administrative Board,or his or her approved designee,will execute policies established by the Administrative Board pursuant to Section 9(b) of this
10 P 2035e_DD\2 I58_oa 1 1 MxmR_Dcuwse_mx
•
•
•
•
ORDINANCE NO. 5443ORDINANCE NO. 5443
Agreement,each Member City shall be obligated to pay its allocable portion of Costs of Consequently,the SCORE Facility is essential to the preservation of the public health,safety,
Maintenance and Operation of the SCORE Facility,including any debt issued to finance and welfare. As a result,the SCORE Facility's equipment,furnishings,and fixtures are special
such costs,as determined in this subsection. facilities subject to unique standards. Accordingly, based on the facts presented in this
subsection, it is herby resolved that the established policy of the Member Cities is that the
(i) Until the end of the first calendar year of operations of the SCORE SCORE Facility constitutes a"special facility"under RCW 39.04.280(1)(b),and all purchases of
Facility (estimated to be December 31, 2012), the allocable portion that each any kind or nature for the SCORE Facility shall be exempt from competitive bidding
Member City shall be obligated to pay of Costs of Maintenance and Operation in requirements as prescribed by Washington State statute but shall be governed by the
such year shall be equal to the City's Base Percentage multiplied by the Costs of procurement policy established by the Administrative Board as amended from time to time.
Maintenance and Operation.
Section 16. Preliminary Costs of the SCORE Facility;Bellevue Property •
(ii) Commencing with the calendar year following the first calendar
year of operations,the allocable portion that each Member City shall be obligated The Administrative Board shall allocate costs associated with the design, acquisition,
to pay of Costs of Maintenance and Operation shall be based on the Memberconstruction,improvement and equipping of the SCORE Facility prior to the issuance of the
City's average daily population in the SCORE Facility, as supplemented as Bonds by.the SCORE Facility Public Development Authority among the Member Cities by an
necessary with the average daily population allocable to the Member-Cities in-all - - - -affirmative_vote of a supermajority(majority plus one)of the of the Member Cities,two(2)of
correctional facilities,for the 12-month period ending June 30 of the preceding which shall have the highest andthe second highest average--daily_population in the SCORE
year. Facility for the 12-month period ending June 30 of the preceding year. Any costs of the SCORE
Facility paid by a Member City pursuant to this section may be reimbursed out of proceeds of
(iii) Commencing with the third calendar year of operations, the Bonds to the extent permitted by law.
allocable portion that each Member City shall be obligated to pay of Costs of
Maintenance and Operation shall be based on the Member City's average daily The Member Cities hereby agree that any net proceeds received from the sale of the
population in the SCORE Facility for the 12-month period ending June 30 of the property located at 1440 116th Avenue NE,Bellevue,Washington and 1412 116th Avenue NE,
preceding year. Bellevue, Washington (estimated to be approximately $3,180,000) shall be deposited with
SCORE.and used to finance costs associated with the design, acquisition, construction,
(e) Allocation of Revenues. Revenues received in a calendar year from Subscribing improvement and equipping of the SCORE Facility.
Agencies or from sources other than the contributions described in Section 15(d)above shall be
used to reduce the Costs of Maintenance and Operation in the subsequent calendar year. Each Section 17. Compliance with Continuing Disclosure Requirements
Member City shall receive credit/benefit of the revenues discussed in this section based on that
Member City's proportional average daily population as calculated in Section 15(d)(2)above. To the extent necessary to meet the conditions of paragraph (d)(2) of United States
Securities and Exchange Commission Rule 15c2-12(the"Rule"),as applicable to a participating
(f) Tax-Exemption. The Member Cities shall not(1)make any use of the proceeds underwriter or remarketing agent for Bonds,each Member City will enter into an undertaking in
from the sale of Bonds or any other money or obligations of the SCORE Facility Publica form'acceptable at the time to the participating underwriter or remarketing agent,as the case
Development Authority or the Member Cities that may be deemed to be proceeds of the Bonds may be.
pursuant to Section 148(a)of the Code that will cause the Binds to be"arbitrage bonds"within
the meaning of said Section and said regulations,or(2)act or fail to act in a manner that will Section 18. Filing of Agreement
cause the Bonds to be considered obligations not described in Section 103(a)of the Code.
Upon execution,this Agreement shall be filed as required in RCW 39.04.040. -_
(g) Additional Financing. Notwithstanding anything to the contrary in this
Agreement,bonds,notes or other evidences of borrowing may be issued from time to time by the Section 19. Severability
SCORE Facility Public Development Authority or another issuer pursuant a separate agreement
between one or more Member Cities and other entities to provide additional financing for the If any part,paragraph,section or provision of this Agreement is adjudged to be invalid by
SCORE Facility on terms as agreed upon by the parties thereto. any court of competent jurisdiction such adjudication shall not affect the validity of any
remaining section,part or provision of this Agreement.
(h) Special Facility Designation. The SCORE Facility, including all equipment,•
furnishings, and fixtures is critical to the ability of the Member Cities and the Subscribing
Agencies to provide necessary and secure correctional services and assure public safety.
12 P120359 ocm3se on 13 P.1Y0355 sLc4x
ORDINANCE NO. 5443
ORDINANCE NO. 5443
•
Section 20. Execution and Amendment • Section 23. Counterparts '
This Agreement shall be executed on behalf of each Member City by its Designated This Agreement may be executed in any number of counterparts,each of whom shall be
Representative and pursuant to an appropriate motion,resolution or ordinance of each Member an original,but those counterparts will constitute one and the same instrument.
City. This Agreement shall be deemed adopted upon the date of execution by the last so
Designated Representative. IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and
•
•
This Agreement may not be effectively amended,changed,modified or altered,except by year first written above.
an instrument in writing duly executed by the Designated Representative of each Member City CITY OF AUBURN CITY OF RENTON
and pursuant to an appropriate motion,resolution or ordinance of each Member City,so long as
such amendment does not materially adversely affect the owners of the Bonds or affect the tax-
exempt status of the interest paid on the Bonds. If the Bonds issued by the SCORE Facility By: By:
Public Development Authority are rated by a rating agency,then no amendment that adds or
removes a Member City from this Agreement or revises Section 15 of this Agreement shall be CITY OF DES MOINES CITY OF TUKWILA
permitted unless the SCORE Facility Public Development Authority has received written
confirmation from the rating agency that such amendment will not result in a reduction or
withdrawal of the rating on the Bonds. If the Bonds are not rated by a rating agency,then no By: By:
such amendment as described in the preceding sentence will be permitted unless in the opinion
of the SCORE Facility Public Development Authority such amendment will not materially CITY OF FEDERAL WAY CITY OF BURIEN
adversely affect the owners of the Bonds.
Section 21. Third Party Beneficiaries By: By:
The SCORE Facility Public Development Authority and the holders from time to time of CITY OF SEATAC
the Bonds shall be third party beneficiaries hereof and the commitments made herein shall be for
their further benefit.
By:
Section 22. Hold Harmless
The parties to this Agreement shall defend,indemnify and save one another harmless
from any and all claims arising out of the performance of this Agreement,except to the extent
that the harm complained of arises from the sole negligence of one of the participating members.
Any loss or liability resulting from the negligent acts errors or omissions of the Administrative.
Board,Operations Board,Facility Director and or staff,while acting within the scope of their
authority under this Agreement shall be borne by SCORE exclusively.
•
•
14 rvw 8..DG 20358 Oa 15 rA20358_omzmse_ouc
•
ORDINANCE NO. 5443 ORDINANCE NO. 5443
•
EXHIBIT B CITY OF RENTON,WASHINGTON
Form of Formation Ordinance of the City of Renton •
ORDINANCE NO.
(attached)
AN ORDINANCE OF-THE CITY OF RENTON, WASHINGTON,
AUTHORIZING THE CREATION OF A PUBLIC CORPORATION TO
BE KNOWN AS THE SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY; APPROVING A CHARTER
AND BYLAWS; ESTABLISHING A BOARD OF DIRECTORS TO
GOVERN THE AFFAIRS OF THE AUTHORITY; AND APPROVING
PROCEDURES FOR THE CONDUCT OF ITS AFFAIRS.
WHEREAS, pursuant to RCW 35.21.730 through 35.21.755, the City Council (the
"Council")of the City of Renton,Washington(the"City")may authorize the creation of a public
corporation as a separate legal entity to perform any lawful public purpose or public function as
therein authorized;and
WHEREAS,pursuant to chapter 39.34 RCW,the City has entered into the SCORE
Interlocal Agreement (the "Interlocal Agreement") with the Cities of Auburn, Des Moines,
Federal Way,Tukwila,Burien and SeaTac,Washington(together with the City,the"Member
Cities") for the formation of a governmental administrative agency known as the South
Correctional Entity("SCORE");and
WHEREAS, SCORE is responsible for the establishment and maintenance of a
consolidated correctional facility(the"SCORE Facility")to serve the Member Cities and federal
and state agencies and other local governments that may contract with SCORE in the future to
provide correctional services essential to the preservation of the public health, safety and
welfare;and
WHEREAS,the Member Cities have determined that the SCORE Facility will provide
improved correctional facilities within the boundaries of the consolidated service areas at a lower
ORDINANCE NO. 5443
ORDINANCE NO. 5443
• ORDINANCE NO. ORDINANCE NO.
total cost to the participating Member Cities than currently available alternatives or than the NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON,
participating Member Cities could individually provide;and WASHINGTON,DOES HEREBY ORDAIN AS FOLLOWS:
WHEREAS,the Interlocal Agreement contemplates that the City will create a public SECTION I. Authority Created—City Liability Limited.
corporation for the purpose of issuing and servicing bonds that are secured by the full faith and A. Authority Created. The Council hereby authorizes the creation of a public
credit of the Member Cities in order to finance the acquisition, construction,equipping, and corporation pursuant to RCW 35.21.730(5). The public corporation shall have all of the powers
improving of the SCORE Facility;and set forth in this ordinance,RCW 35.21.730 through 35.21.755,and in its charter necessary to
WHEREAS,the City will act as the host city for the formation of the public corporation, finance and refinance the acquisition,construction,equipping,and improvement of a regional
subject to the approval of each Member City;and correctional facility known as the South Correctional Entity Facility (the"SCORE Facility")
WHEREAS,the City has determined that chartering a public corporation to function on• through the issuance and servicing of one or more series of bonds,notes or other obligations
its behalf in undertaking the acquisition, construction, equipping, and improvement of the (collectively,the"Bonds"),and to perform any other function specified in its charter.
SCORE Facility will create a highly focused and dedicated entity that will accelerate progress, B. Name. The name of the public corporation shall be the "South Correctional
provide for financing, pool limited resources and enhance opportunities to work with the Entity Facility Public Development Authority"(hereinafter the"Authority").
•
Member Cities and others critical to the successful construction and operation of a regional C. Seal. The corporate seal of the Authority shall carry the name of the Authority.
correctional facility,all while ensuring appropriate public oversight and accountability;and D. City Liability Limited. The Authority is an independent legal entity exclusively
WHEREAS, the Council has been presented with drafts of a proposed charter (the responsible for its own debts,obligations and liabilities. Except as specifically agreed in writing
"Charter") and bylaws (the "Bylaws") for the establishment and chartering of a public by the City,the Authority may not create,and shall take no action that might impose,liability
corporation to be known as the South Correctional Entity Facility Public Development upon the City. All liabilities incurred by the Authority shall be satisfied exclusively from the
Authority,which will have as its purpose the issuance and servicing of one or more series of assets,credit,and properties of the Authority,and no creditor or other person shall have any right
bonds or other obligations to provide financing for the acquisition,construction,equipping,and of action against or recourse to the City,its assets,credit,or services,on account of any debts,
improving of a correctional facility pursuant to the terms of this ordinance and the Charter,and obligations,liabilities or acts or omissions of the Authority.
WHEREAS,it appears in the best interest of the City to approve the Charter and Bylaws The charter of the Authority shall provide that the Authority is organized pursuant to this
for the South Correctional Entity Facility Public Development Authority as now proposed;
ordinance and RCW 35.21.730 through 35.21.755 and state as follows: "[AP liabilities incurred
by such public corporation, commission, or authority shall be satisfied exclusively from the
• 2 3
ORDINANCE NO. 5443 ORDINANCE NO. 5443
ORDINANCE NO. ORDINANCE NO.
assets and properties of such public corporation,commission,or authority and no creditor or The obligation of each Member City to pay its Capital Contribution shall be an
other person shall have any right of action against the city, town, or county creating such irrevocable full faith and credit obligation of such Member City,payable from property taxes
corporation,commission,or authority on account of any debts,obligations or liabilities of such levied within the constitutional and statutory authority provided without a vote of the electors of
public corporation,commission,or authority." Such statement shall be displayed in a prominent the Member City on all of the taxable property within the Member City and other sources of
location in the principal office or other offices of the Authority. It shall also be printed or revenues available therefor. Each Member City has or will obligate itself and commit to budget
stamped on all contracts,bonds,and other documents that may entail any debt or liability by the for and pay its Capital Contribution and to set aside and include in its calculation of outstanding •
Authority. -- nonvoted general obligation indebtedness an amount equal to the principal component of its
- -E. Contributions of the Cities. The City and the Cities of Auburn, Des Moines, Capital Contribution for so long as Bonds remain outstanding.
Federal Way,Tukwila,Burien,and SeaTac,Washington(together with the City,the"Member SECTION II. Powers--Generally. Except as limited by the constitution of the
Cities") shall each pay an allocable portion of the budgeted expenses of maintenance and State of Washington(the"State"),State statute,this ordinance or the Charter of the Authority,
operation of the SCORE Facility not paid from other sources,which allocable portion shall be the Authority shall have and may exercise all lawful powers necessary or convenient to effect the
determined as provided in the Interlocal Agreement. In addition to the foregoing commitment purposes for which the Authority is organized and to perform authorized corporate functions,as
each Member City shall contribute funds in the percentages provided for in the Interlocal provided in its Charter. The Authority may conduct activities outside of the boundaries of the •
Agreement to pay debt service on Bonds as the same shall become due and payable and to pay City upon a determination by the Council that the activity will further the purposes of the
administrative expenses of the Authority with respect to the Bonds (the respective Member Authority, subject, however,to the applicable limitations set forth in RCW 35.21.740. The
City's "Capital Contribution"). No Member City shall be obligated to pay the Capital Council hereby authorizes the Authority to acquire,equip,construct,improve and maintain the
Contribution of any other Member City;the obligations of each Member City with respect to the SCORE Facility located in the City of Des Moines,Washington pursuant to the terms of the
Bonds shall be limited to its allocable share of such obligations;all such payments shall be made Interlocal Agreement.
by the Member City without regard to the payment or lack thereof by any other jurisdiction;and SECTION III. Limitation of Powers. The activities and transactions of the
each Member City shall be obligated to budget for and pay its Capital Contribution unless Authority shall be limited in the following respects:
relieved of such payment in accordance with the Interlocal Agreement. All payments with A. The Authority shall have no power of eminent domain nor any power to levy
respect to the Bonds shall be made to SCORE in its capacity as administrator and servicer of the taxes or special assessments.
Bonds to be issued by the Authority.
4 5
• ORDINANCE NO. 5443 ORDINANCE NO. 5443
ORDINANCE NO. ORDINANCE NO.
B. Except as otherwise agreed to by a Member City,the Authority may not incur or other members of the class as long as no special privileges or treatment accrues to such
create any liability that permits recourse by any contracting party or member of the public to any board members or employees by reason of his or her status or position in the Authority;
assets,services,resources,or credit of a Member City. (iii) Defend and indemnify any current or former board member or employee
C. No funds, assets, or property of the Authority shall be used for any partisan and their successors against all costs, expenses,judgements, and liabilities, including
political activity or to further the election or defeat of any candidate for public office;nor shall attomeys'fees,reasonably incurred by or imposed upon him or her in connection with or
• any funds or a substantial part of the activities of the Authority be used for publicity or resulting from any claim,action,or proceeding,civil or criminal,in which he or she is or
educational purposes designed to support or defeat legislation pending before the Congress of the may be made a party by reason of being or having been a board member or employee,or
United States,the State Legislature or the Council of the Member Cities;provided,however,that by reason of any action alleged to have been taken or omitted by him or her in such
funds may be used for representatives of the Authority to communicate with members of position,provided that he or she was acting in good faith on behalf of the Authority and
Congress, State legislators or city council members concerning funding and other matters within the scope of duties imposed or authorized by law.This power of indemnification
directly affecting the Authority,so long as such activities do not constitute a substantial part of shall not be exclusive of other rights to which board members or employees may be
the Authority's and unless such activities are specifically limited in its charter. entitled as a matter of law;
D. All funds,assets,or credit of the Authority shall be applied toward or expended (iv) Purchase insurance to protect and hold personally harmless any of its
upon services,projects,and activities authorized by its charter.No part of the net earnings of the board members,employees and agents from any action,claim,or proceeding instituted
Authority.shall inure to the benefit of,or be distributable as such to,the board members or other against the foregoing individuals arising out of the performance,in good faith,of duties
private persons,except that the Authority is authorized and empowered to: for,or employment with,the Authority and to hold these individuals harmless from any
(i) Reimburse Board Members,employees and others performing services for expenses connected with the defense, settlement, or monetary judgements from such
the Authority reasonable expenses actually incurred in performing their duties, and actions,claims,or proceedings.The purchase of such insurance and its policy limits shall
compensate employees and others performing services for the Authority a reasonable be discretionary with the board, and such insurance shall not be considered to be
amount for services rendered; compensation to the insured individuals.The powers conferred by this subsection shall
(ii) Assist board members or employees as members of a general class of not be exclusive of any other powers conferred by law to purchase liability insurance;and
persons to be assisted by a corporate approved project or activity to the same extent as (v) Sell assets for a consideration greater than their reasonable market value
or acquisition costs, charge more for services than the expense of providing them,or
•
6 7
•
ORDINANCE NO. 5443 ORDINANCE NO. 5443
ORDINANCE NO. ORDINANCE NO.
otherwise secure an increment hi a transaction,or carry out any other transaction or A. Each of the Councils of the Member Cities has approved the creation of the
activity,as long as such gain is not the object or purpose of the Authority's transactions Authority by the City;
• or activities and is applied to or expended upon services,projects, and activities as B. This ordinance has become effective;and
aforesaid. - C. The charter shall have been executed,and the Charter and bylaws of the Authority
E. The Authority shall not issue shares of stock, pay dividends, make private (the"Bylaws")shall be on file with the City Clerk.
. distribution of assets,make loans to its board members or employees or otherwise engage in Except as against the State or the City in a proceeding to cancel or revoke the Charter, -
business for private gain. - --— - - - -- _ __ - -_ -_ delivery of a duplicate original Charter shall conclusively establish that the Authority has been
SECTION IV. Charter. The charter of the Authority(the"Charter") is hereby established in compliance with the procedures of this ordinance. - - -
approved in the form set forth at Exhibit A. The Charter shall be issued in duplicate originals, SECTION VI. Board of Directors;Officers, The SCORE Administrative Board
each signed by the City Mayor and bearing the City seal attested by the City Clerk. One original established pursuant to Section 5 of the Interlocal Agreement shall act ex officio as the board of
shall be filed with the Clerk of the Council and filed as a public record. A duplicate original the Authority(the`Board"). All corporate powers of the Authority shall be exercised by or
shall be provided to the Authority. under the authority of the Board;and the business,property and affairs of the authority shall be
Amendments to the Charter may be initiated by the Board Members or by the Renton managed under the supervision of the Board,except as may be otherwise provided by law or in
-City Council. All amendments to the Charter initiated by the Renton City Council shall be the Charter. The Board shall have officers as provided in the Charter.
presented to the Board for consideration and approval and shall not become effective unless SECTION VII. Meeting. Within ninety(90)days after issuance of the Charter,the
approved by a majority vote of the Board. All amendments to the Charter,regardless of how City Mayor shall call an organizational meeting of the initial Board,giving at least ten(10)days'
initiated, shall become effective as provided in the Charter. After adoption of a Charter advance written notice to each,unless waived in writing. At such meeting,the Board shall
-
amendment,the revised Charter shall be issued and filed in the same manner as the original organize itself,appoint officers,and select its place of business. All Board meetings,including
Charter. executive,all other permanent and ad hoc committee meetings,shall be open to the public to the
SECTION V. Effect of Issuance of Charter. The Authority shall commence its • extent required by chapter 42.30 RCW.
existence effective upon fulfillment of all of the following: SECTION VIII. Bylaws. The Bylaws of the Authority are hereby approved in the
form set forth at Exhibit B. The power to alter,amend,or repeal the Bylaws or adopt new ones
shall be vested in the Board except as otherwise provided in the Charter. The Bylaws shall be
8 9
ORDINANCE NO. 5443 ORDINANCE NO. 5443
ORDINANCE NO. ORDINANCE NO.
consistent with the Charter. In the event of a conflict between the Bylaws and this ordinance or to principal alone,reserve such rights to redeem at such price or prices and after such notice or
the Charter,this ordinance or the Charter,as the case may be,shall control. notices and on such terms and conditions,all as the Authority may determine and provide in the
SECTION IX. Funds of the Authority. All money belonging to or collected for proceedings under which such Bonds shall be issued.
the use of the Authority coming into the hands of any officer thereof shall immediately be The Authority may at the time of the issuance of such Bonds make such covenants with
deposited with a.legal depository to the credit of the Authority for the benefit of the funds to the purchasers and holders of said Bonds as it may deem necessary to secure and guarantee the
which they belong. The use of funds of the Authority for any purpose not authorized by law by payment of the principal thereof and the interest thereon,including but not limited to:covenants
any officer having possession or control thereof is prohibited. to set aside adequate reserves to guarantee payment of principal and interest;to appoint a trustee
SECTION X. Bonds and Notes. Bonds issued by the Authority may be secured or trustees to safeguard the expenditure of the proceeds of sale of such Bonds and to take
by revenues and receipts as may be designated in the proceedings under which the issuance of
possession and use or operate and manage corporate assets securing the Bonds in event of default
the bonds or notes is authorized. All Bonds issued shall carry in a prominent place thereon the or insolvency of the Authority,with such powers as maybe contained in any covenants relating
statement set forth in Section 1(D) of this ordinance. All Bonds or liabilities occurring to the Bonds;and to limit the amount,time,and conditions under which additional Bonds may be
thereunder shall be satisfied exclusively from the assets or credit of the Authority, and no issued or debts incurred.
creditor or other person shall have any recourse to the assets, credit, or services of the City The Authority may pay expenses, premiums and commissions which it may deem
thereby,unless the City shall expressly,in writing,guarantee such debt. necessary in connection with the issuance and sale of its Bonds and take such other actions or
Bonds of the Authority may be sold at such price or prices,at public or private sale,in make such commitments as are necessary or convenient in the issuance and servicing of such
such manner and from time to time as may be determined by the Authority. The Authority may Bonds and as are consistent with this ordinance although not enumerated herein.
issue Bonds from time to time that are secured by the full faith and credit of the Member Cities SECTION XI. Discrimination Prohibited. Membership to the Board shall not be •
in the aggregate principal amount of not to exceed$100,000,000(not including any bonds or directly or indirectly based upon or limited by age,race,color,religion,sex,sexual orientation,
notes to be refunded with proceeds of such Bonds)for the purposes set forth in the Interlocal national origin,or the presence of any mental,physical or sensory handicap. Furthermore,the
Agreement. Bonds issued in excess of such amount shall require additional council approval by Authority shall not discriminate in any matter related to employment because of age,race,color,
each Member City. Bonds may be payable at such place or places whether within or without the sex, sexual orientation, nationalorigin, or the presence of any mental, physical'or sensory
State,may bear interest at such rate or rates,may be in such form and denominations and of such handicap.The Authority shall,in all solicitation or advertisements for employees placed by or on
tenor and maturities,may be in bearer form or in registered form as to principal and interest or as behalf of the Authority,if any,state that all qualified applicants will receive consideration for
10 11
ORDINANCE NO. 5443 ORDINANCE NO. 5443
ORDINANCE NO. ORDINANCE NO.
employment without regard to age,race,color,religion,sex,sexual orientation,national origin, Upon satisfactory completion of dissolution proceedings, the City shall indicate such
or the presence of any mental,physical or sensory handicap. dissolution by inscription of"charter cancelled"on the original Charter of the Authority,on file
SECTION XII. Dissolution. with the.Clerk of the Council and,when available,on the duplicate original of the Authority,and
A. If five of the Councils of the Member Cities, each by ordinance, make an the existence of the Authority shall cease. The City shall give notice thereof pursuant to
affirmative finding that dissolution is warranted for any reason,the existence of the Authority Washington State law and to other persons requested by the Authority in its dissolution
shall be terminated by ordinance of the Renton City Council. Dissolution shall be accomplished statement.
as provided in the Charter,and shall not take effect until proper-provision-has.been made for C. Upon dissolution of the Authority or the winding up of its affairs,title to all
disposition of all Authority assets,if any. remaining assets or property of the Authority shall vest in SCORE as provided in the Charter.
B. Upon enactment of an ordinance by the Renton City Council for dissolution of the D. Notwithstanding the foregoing, the Authority shall not be dissolved until all
Authority,the Authority shall file a dissolution statement signed by its president setting forth: Bonds issued by the Authority are no longer outstanding.
(i) The name and principal office of the Authority; SECTION XIII. Public Corporation. The Authority is a public corporation created
(ii) The'debts,obligations and liabilities of the Authority,and the property and pursuant to RCW 35.21.730 through 35.21.755 as a separate legal entity from the City.
assets available to satisfy the same; the provisions to be made for satisfaction of SECTION XIV. Ancillary Authority. The administrative staff of the City are
outstanding liabilities and performance of executory contracts;and the estimated time for granted all such power and authority as reasonably necessary or convenient to enable each of
completion of its dissolution; them to administer this ordinance efficiently and to perform the duties imposed in this ordinance
(iii) Any pending litigation or contingent liabilities; or the Charter.
(iv) The Board resolution providing for such dissolution and the date(s)and SECTION XV. Liberal Construction. This ordinance shall be liberally construed
proceedings leading toward its adoption,whenever the dissolution be voluntary;and so as to effectuate its purposes and the purposes of RCW 35.21.730 through 35.21.755.
(v) A list of persons to be notified upon completion of the dissolution. SECTION XVI. Effective Date. This ordinance shall take effect and be in full force
The City Mayor shall review the dissolution statement filed and oversee the dissolution to from and after passage and publication as provided by law.
protect the public interest and prevent impairment of obligation, or if so authorized by law,
authorize or initiate proceedings in the Superior Court for the.appointment and supervision of a
receiver for such purposes.
12 . 13
ORDINANCE NO. 5443 ORDINANCE NO. 5443
ORDINANCE NO.
EXHIBIT C
PASSED BY THE CITY COUNCIL this day of ,2009. Form of Charter of the
South Correctional Entity Facility Public Development Authority
(attached)
Bonnie I.Walton,City Clerk
APPROVED BY THE MAYOR this day of ,2009.
Denis Law,Mayor
Approved to as to form:
•
Jay Reich,Special Counsel
Date of Publication:
ORD:1530:1/13/09:scr
14
•
ORDINANCE NO. 5443 ORDINANCE NO. 5443
TABLE OF CONTENTS
Page
. ARTICLE I • NAME AND AUTHORITY SEAL 1
ARTICLE II AUTHORITY FOR SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY; LIMIT ON LIABILITY 1
Section 1. Authority 1
Section 2. Limitation on Liability 1
Section 3. Mandatory Disclaimer 2
ARTICLE III DURATION OF AUTHORITY 3
—_ _ — _ ARTICLE IV PURPOSE OF AUTHORITY 3 -
ARTICLE V —POWERS OF AUTHORITY __ _ _ _ __
•
ARTICLE VI LIMITS ON AUTHORITY POWERS 4
ARTICLE VII ORGANIZATION OF AUTHORITY 5
CHARTER Section 1. Board of Directors and Tenure 5
Section 2. Board Concurrence and Quorum Defined 5
OF Section 3. Right to Indemnification 6
Section 4. Conflict of Interest and Code of Ethics 6
SOUTH CORRECTIONAL ENTITY FACILITY ARTICLE VIII OFFICERS OF AUTHORITY 6
PUBLIC DEVELOPMENT AUTHORITY Section 1. Officers and Division of Duties 6
Section 2. Committees 7
ARTICLE IX COMMENCEMENT OF AUTHORITY 7
ARTICLE X BYLAWS7
ARTICLE XI MEETINGS OF THE AUTHORITY 7
Section 1. Time and Place of Meetings 7
Section 2. Notice of Meetings 7
• • Section 3. Notice of Special Board Meetings 8
Section 4. Waiver of Notice 8
Section 5. Notice to City Council 8
Section 6. Open Public Meetings 8 i
Section 7. Telephonic Participation 9
Section 8. Parliamentary Authority 9
• Section 9. Minutes 9
•
• ARTICLE XII CONSTITUENCY 9
ARTICLE XIII AMENDMENTS TO CHARTER AND BYLAWS 9
Section 1. Proposals to Amend Charter and Bylaws 9
' Section 2. Proposals Initiated by the Board 9
Section 3. Board Consideration of Proposed Amendments 10
Section 4. Vote Required for Amendments to Charter or Bylaws 10
•
Charter-i r.\2O35e_om2035e-011. 01/2 0/09
ORDINANCE NO. 5443 ORDINANCE NO. 5443
Section 5. City Council Approval of Proposed Charter Amendments 10 CHARTER
ARTICLE XIV MISCELLANEOUS 10 OF
Section 1. Geographic Limitation 10 SOUTH CORRECTIONAL ENTITY FACILITY
Section 2. Safeguarding of Funds 11 , PUBLIC DEVELOPMENT AUTHORITY
Section 3. Public Records 11
•
Section 4. Reports and Information;Audits 11
Section•5. Dissolution 11 ARTICLE I
Section 6. Nondiscrimination 12
Section 7. Nonexclusive Charter 12 NAME AND AUTHORITY SEAL
ARTICLE XV APPROVAL OF CHARTER 12
The name of this corporation shall be the "South Correctional Entity Facility Public
Development Authority"(hereinafter referred to as the"Authority"). The corporate seal of the
Authority shall be a circle with the name of the Authority and the word"SEAL"inscribed
therein.
ARTICLE II
• AUTHORITY FOR SOUTH CORRECTIONAL ENTITY FACILITY PUBLIC
DEVELOPMENT AUTHORITY;LIMIT ON LIABILITY •
Section 1. Authority.
The Authority is a public corporation organized pursuant to Revised Code of Washington
("RCW")35.21.730 through 35.21.755,as the same now exist or may hereafter be amended,or
any successor act or acts (the "Act") and Ordinance No. of the City of Renton,
Washington,passed on ,20 (the"Ordinance"). Formation of the Authority
•
was approved by Ordinance No. of the City of Auburn,passed on , 20_,
• Ordinance No. of the City of Des Moines, passed on , 20_, Ordinance
No. of the City of Federal Way,passed on ,20_,Ordinance No. of the
City of Tukwila,passed on ,20_,Ordinance No._of the City of Burien,passed
on ,20_,and Ordinance No. of the City of SeaTac,passed on ,
20_.
• Section 2. Limitation on Liability. •
All liabilities incurred by the Authority shall be satisfied(a)in the case of obligations or
liabilities of the Authority which are not limited recourse in nature,exclusively from the assets,
credit, and properties of the Authority, or (b)in the case of obligations or liabilities of the
Authority which,by their terms,are limited recourse obligations,from such assets,properties or
revenues of the Authority as shall be specifically pledged thereto or otherwise identified as being
the source of payment of such limited recourse obligations or liabilities,and no creditor or other
person shall have any right of action against or recourse to the Cities of Renton,Auburn,Des
Moines, Federal Way, Tukwila, Burien and SeaTac, Washington (collectively, the"Member
Cities"),its assets,credit,or services,on account of any debts,obligations,liabilities or acts or
omissions of the Authority.
Charter-ii rnesse DG2O35 on mrzuvc Charter-1
ORDINANCE NO. 5443
ORDINANCE NO. 5443
Section 3. Mandatory Disclaimer.
ARTICLE III
The following disclaimer shall be posted in a prominent place where the public may
readily see it in the Authority's principal and other offices. It shall also be printed or stamped on DURATION OF AUTHORITY
all contracts,bonds,and other documents that may entail any debt or liability by the Authority.
The South Correctional Entity Facility Public Development The duration of this corporation shall be perpetual.
Authority is organized pursuant to Ordinance No. of the City ARTICLE IV
of Renton, Washington adopted on 20_, and •
approved by Ordinance No._ of the City of Auburn,
Washington adopted on ,20_,Ordinance No._of PURPOSE OF AUTHORITY
the City.of Des Moines, Washington adopted on •
20_,Ordinance No._of the City of Federal Way,Washington Pursuant to chapter 39.34 RCW, the Member Cities have entered into the SCORE
adopted on - - • ,20_,Ordinance No. of the City of Interlocal Agreement (the "Interlocal Agreement") for the formation of a governmental
Tukwila, Washington adopted on , 20Ordinance - — administrative agency known as the South Correctional Entity ("SCORE"). SCORE is
No._of the City of Burien,Washington adopted on responsible for the establishment and maintenance of a consolidated correctional facility(the
20_,and Ordinance No._of the City of SeaTac,Washington "SCORE Facility")to serve the Member Cities and federal and state agencies and other local
adopted on 20_, each as existing or as hereinafter governments that may contract with SCORE to provide correctional services essential to the
amended, and RCW 35.21.730 through 35.21.755. preservation of the public health,safety and welfare. The purpose of the Authority is to provide
RCW 35.21.750 provides as follows:"[A]ll liabilities incurred by an independent legal entity under RCW 35.21.730-.755 and the Ordinance to issue debt to
such public corporation,commission,or authority shall be satisfied finance and refinance the acquisition,construction,equipping and improvement of the SCORE
exclusively from the assets and properties of such public Facility. Such debt may be issued in one or more series,may be in the form of bonds,notes or
corporation, commission or authority and no creditor or other other evidences of indebtedness to provide interim and permanent financing for the SCORE
person shall have any right of action against the city, town, or Facility and thereafter, to finance or refinance equipment, completion, expansion and other
county creating such corporation, commission, or authority on capital improvements essential to maintain the SCORE Facility's functionality as deemed
account of any debts, obligations or liabilities of such public necessary by the Board. Such bonds,notes,and other evidences of indebtedness are collectively
corporation,commission,or authority." referred to herein as the"Bonds." Bonds maybe issued from time to time by the Authority upon
a supermajority vote of the Board.
In no event shall the obligations of the Authority be payable by
• recourse against any properties,assets or revenues of the Cities of For the purpose of securing the exemption from Federal income taxation for interest on
Renton, Auburn, Des Moines,Federal Way,Tukwila, Burien or obligations of the Authority,the Authority constitutes an authority and instrumentality of the City
SeaTac,Washington or any other political subdivision of the State of Renton,Washington(within the meaning of those terms in regulations of the United States
of Washington. No person to whom such obligations are owed Treasury and rulings of the Internal Revenue Service prescribed pursuant to Section 103 and
shall have any recourse or right of action against the Cities of Section 115 of the Internal Revenue Code of 1986,as amended).
Renton,Auburn, Des Moines,Federal Way,Tukwila,Burien, or
SeaTac,Washington,the State of Washington or any other political ARTICLE V
subdivision thereof on account of such obligations, except to POWERS OF AUTHORITY
enforce the payments obligated to be made by ordinance by each of
the Cities of Renton,Auburn,Des Moines,Federal Way,Tukwila,
Burien or SeaTac,Washington. The Authority shall have and may exercise all lawful powers conferred by State laws,the
Ordinance,this Charter and its Bylaws. The Authority in all of its activities and transactions
Any of the Member Cities may,by ordinance or contract or pursuant to interlocal agreement, shall be subject to the powers,procedures,and limitations contained in the Ordinance.
agree to pay(on a contingent basis or otherwise),all or any portion of the obligations of the
Authority; however, (1)no Member City shall be obligated beyond the proportion or sum
specified by ordinance or contract, and (2)no Member City shall be obligated, directly or '
indirectly for the obligations of any other Member City.
•
Charter-2 P:120358_0012035.9_01Y 01/20/139 Charter-3
p.2wse_oGumse an 01170109
le
ORDINANCE*NO. 5443 ORDINANCE NO. 5443
ARTICLE VI position,provided that he or she was acting in good faith on behalf of the Authority and
LIMITS ON AUTHORITY POWERS within the scope of duties imposed or authorized by law. This power of indemnification
shall not be exclusive of other rights to which Board'Members or employees may be
The Authority in all activities and transactions shall be limited in the following respects: entitled as a matter of law; .
(D) Purchase insurance to protect and hold personally harmless any current or
1. The Authority shall have no powerof eminent domain or any power to levy taxes
former Board Member or employee and their successors from any action, claim, or
or special assessments. proceeding instituted against the foregoing individuals arising out of the performance,in
• good faith,of duties for,or employment with,the Authority and to hold these individuals
2. Except as otherwise agreed to by a Member City,the Authority may not incur or
create any liability that permits recourse by any contracting party or member of the public to any udg harmless from any expenses connected oce the defense, settlement,chaeofor monetarysuran
judgments from such actions,claims,or proceedings. The purchase of such insurance
assets,services,resources,or credit of a Member City. and its policy limits shall be discretionary with the Board Members,and such insurance
shall not be considered to be compensation to the insured individuals. The powers
3. No funds, assets, or property of the Authority shall be used for any partisan
political activityor to further the election or defeat of any candidate for public office;nor shall conferredphby thisbsubsection ehall not be exclusive of any other powers conferred by law
to purchase liability insurance;and
any funds or a substantial part of the activities of the Authority be used for publicity or.
educational purposes designed to support or defeat legislation pending before the Congress of the (E) Sell assets for a consideration greater than their reasonable market value or
United States,or the Legislature of the State of Washington or the Council of a Member City; acquisition costs, charge more for services than the expense of providing them, or
provided,however,that funds may be used for representatives of the Authority to communicate otherwise secure an increment in a transaction, or carry out any other transaction or
with members of Congress,State legislators or members of the Councils of the Member Cities activity,as long as such gain is not the object or purpose of the Authority's transactions
concerning funding and other matters directly affecting the Authority,so long as such activities or activities and is applied to or expended upon services, projects, and activities as
do not constitute a substantial part of the Authority's activities. aforesaid.
4. All funds,assets,or credit of the Authority shall be applied toward or expended 5. The Authority shall not issue shares of stock, pay dividends, make private
upon services,projects,and activities authorized by this Charter. No part of the net earnings of distribution of assets,make loans to its Board Members or employees or otherwise engage in
the Authority shall inure to the benefit of,or be distributable as such to,Board Members,officers business for private gain.
or other private persons,except that the Authority is authorized and empowered to:
ARTICLE VII
(A) Reimburse Board Members,employees and others performing services for '
the Authority reasonable expenses actually incurred in performing their duties, and ORGANIZATION OF AUTHORITY
compensate employees and others performing services for the Authority a reasonable
amount for services rendered; Section 1. Board of Directors and Tenure
(B) Assist Authority Board Members or employees as members of a general The management of all Authority affairs shall reside in a Board of Directors. The
class of persons to be assisted by a corporate-approved project or activity to the same •
SCORE Administrative Board created pursuant to Section 5 of the Interlocal Agreement,
extent as other members of the class as long as no special privileges or treatment accrues including all amendments,shall act ex officio as the Board of the Authority. Board Members
to such Board Member or employee by reason of his or her status or position in the shall have terms coextensive with their terms as members of the SCORE Administrative Board.
Authority;
(C) Defend and indemnify any current or former Board Member or employee Section 2. Board Concurrence and Quorum Defined. `Board concurrence"may
and their successors against all costs, expenses,judgments, and liabilities, including be obtained at any regular or special Board meeting by an affirmative vote of a majority of the
attorneys'fees,reasonably incurred by or imposed upon him or her in connection with or Board Members voting on the issue,provided that such majority equals not less than four(4)
resulting from any claim,action,or proceeding,civil or criminal,in which he or she is or votes. A"supermajority vote of the Board"may be obtained at any regular or special Board
may be made a party by reason of being or having been a Board Member or employee or meeting by an affirmative vote of a majority plus one of the Board members,two of which shall
by reason of any action alleged to have been taken or omitted by him or her in such have the highest and the second highest average daily population in the SCORE Facility for the
12-month period ending June 30 of the preceding year. Five(5)voting Board Members must be
Charter-4 r zmse oovo3se on 01120108 Charter-5 r jmse_nmxoue an 0112009
•
•
ORDINANCE NO. 5443 ORDINANCE NO. 5443
present at any regular or special meeting of the Board to comprise a quorum,and for the Board to • affairs of the Authority, including debt administration, shall be managed by the Facilities
transact any business. Proxy voting shall not be allowed. The Bylaws of the Authority may Director of the SCORE Facility,in the manner provided in the Interlocal Agreement.
prescribe Board quorum restrictions that equal or exceed the quorum restrictions imposed in this
Section. Board Members present at a duly convened meeting may continue to transact business Section 2. Committees.
notwithstanding the departure of enough members to leave less than a quorum. •
• The Bylaws may provide for an Executive Committee,which shall be appointed and/or
Section 3. Right to Indemnification. removed by the Board, and shall have and exercise such authority of the Board in the
management between meetings of the Board, as may be specified in the Bylaws. The
To the extent permitted by law,the Authority may protect,defend,hold harmless and
• appointment of other committees shall be provided for in the Bylaws.
indemnify any person who becomes a director,officer,employee or agent of the Authority,and
who is a party or threatened to be made a party to a proceeding by reason related to that person's ARTICLE IX
conduct as a director, officer, employee or agent of the Authority, against judgments, fines,
penalties,settlements and reasonable expenses(including attorneys'fees)incurred by him or her • COMMENCEMENT OF AUTHORITY
in connection with such proceeding,if such person acted in good faith and reasonably_believed
his or her conduct to be in the Authority's best interests and if, in the case of any criminal — - The Authority shall commence its existence effective upon the issuance of its Charter as
proceedings,he or she had no reasonable cause to believe his or her conduct was unlawful, The sealed and attested by the City Clerk of the City of Renton as provided in the Ordinance.
indemnification and 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 of ARTICLE X •
Directors. The Authority may purchase and maintain appropriate insurance for any person to the
extent provided by the applicable law. BYLAWS
Section 4. Conflict of Interest and Code of Ethics. The initial Bylaws may be amended by the Board to provide additional or different rules
The Authority shall,in the Bylaws,adopt a code of ethics policy for Board Members. All governing the Authority and its activities as are not inconsistent with this Charter. The Board
Board Members will be required to disclose any information concerning actions or activities of may provide inthe Bylawse for all matters related to the governance siothe Authority,including
but not limited to matters referred to elsewhere in the Charter for inclusion therein.
the candidate or his/her immediate family that present a potential conflict of interest as a Board
Member. ARTICLE XI
ARTICLE VIII MEETINGS OF THE AUTHORITY
OFFICERS OF AUTHORITY Section 1. Time and Place of Meetings.
Section 1. Officers and Division of Duties. Regular meetings of the Board shall be held at least two times per year at a regular time
The Authorityshall have at least one officer,the President,selected as provided in the and place to be determined by the Board by resolution. At the last regular•meeting of the --
calendar year,the Board shall adopt a resolution specifying the date,time and place of regular
Bylaws. Subject to the control of the Board, the President shall have general supervision, meetings for the upcoming calendar year. A copy of the resolution shall be distributed in the -
direction and control of the business and affairs of the Authority. The President shall be the • same manner as notice of special meetings is provided pursuant to Section 3 below. Special
agent of the Authority for service of process. On matters decided by the Authority, unless meetings of the Board may be held at any place at any time whenever called by the President or a
otherwise required under the Ordinance or by this Charter,the signature of the President alone is majority of the Board Members.
sufficient to bind the corporation.
Section 2. Notice of Meetings.
The Bylaws may designate additional corporate officials as agents to receive or initiate •
process. The Board also may provide for additional officers, e.g., Vice President, Secretary, No notice of regular meetings shall be required,except for the first regular meeting after
and/or Treasurer. The President and the Treasurer may not be the same person. The day to day any change in the time or place of such meeting adopted by resolution of the Board as provided
above. Notice of such changed regular meeting shall be given by the President or by the person
Charter-6 v12035e_ocem5e0w 01/20/09 Charter-7 immsenmme-m0 01rzmW
•
•
ORDINANCE NO. 5443ORDINANCE NO. 5443
or persons calling the meeting by email or by personal communication over the telephone to each
Board Member least 24 hours prior to the time of the meeting or by at least three(3)days'notice Section 7. Telephonic Participation
by mail,telegram,electronic or written communication. If mailed,notice shall be mailed by •
United States mail,postage prepaid,to the last known address of each Board Member. Board Members may participate in a regular or special meeting through the use of any
means of communication by which all Board Members and members of the public participating
Section 3. Notice of Special Board Meetings. in such meeting can hear each other during the meeting. Any Board Member participating in a
meeting by such means is deemed to be present in person at the meeting for all purposes
Notice of all special meetings of the Board of Directors shall be given by the President or
including,but not limited to,establishing a quorum.
by the person or persons calling the special meeting in accordance with RCW 42.30.080 by
delivering personally,by electronic means or by mail written notice at least 24 hours prior to the •
Section 8. Parliamentary Authority.
time of the meeting to each Board Member,to each local newspaper of general circulation and to
each radio or television station that has requested notice and to any other individual specifically The rules in Robert's Rules of Order(newly revised)shall govem the Authority in all
requesting it in writing. The call and notice of all special meetings shall specify the time and cases to which they are applicable,where they are not inconsistent with this Charter or with the
place of all special meetings and the business to be transacted. Final disposition shall not be special rules of order of the Authority set forth in the Bylaws.
taken by the Board on any other matters at such special meetings. At any regular meeting of the
Board,any business may be transacted and the Board may exercise all of its powers. Section 9. Minutes.
Section 4. Waiver of Notice. • Copies of the minutes of all regular or special meetings of the Board shall be available to
any person or organization that requests them. The minutes of all Board meetings shall include a
Notice as provided in Sections 2 and 3 hereof may be dispensed with as to any member of
record of individual votes on all matters requiring Board approval.
the Board who at or prior to the time the meeting convenes files with the Board of the Authority
a written waiver of notice or who is actually present at the meeting at the time it convenes. Such ARTICLE XII
notice may also be dispensed with as to special meetings called to deal with an emergency
involving injury or damage to persons or property or the likelihood of such injury or damage, CONSTITUENCY
where time requirements of such notice would make notice impractical and increase the
likelihood of such injury or damage. Notice, as provided in Article XIII of this Charter There shall be no constituency of the Authority.
conceming proposed amendments to this Charter or Bylaws and votes on such amendments,may
not be waived. • ARTICLE XIII
Section 5. Notice to City Council. AMENDMENTS TO CHARTER AND BYLAWS
Notice of all meetings and minutes of all meetings of the Board shall be given to the City Section 1. Proposals to Amend Charter and Bylaws.
Council of the Member Cities by giving notice to the City Clerk of each of the foregoing Member
Cities. Proposals to amend this Charter may be initiated by the Renton City Council or by the
Board Members. Proposals to amend the Bylaws may be initiated by the Board Members.
Section 6. Open Public Meetings. Proposals to amend the Charter initiated by the Renton City Council shall be presented to the
All Board meetings, including executive, all other permanent and ad hoc committee Board•in a format as provided in Section 2(1),in accordance with the terms of the Ordinance.
Proposals to amend the Charter or the Bylaws may be initiated by the Board in the manner
meetings,shall be open to the public to the extent required by chapter 42.30 RCW. The Board described in the following Sections 2 and 3.
and committees may hold executive sessions to consider matters enumerated in chapter 42.30
RCW or privileged matters recognized by law,and shall enter the cause therefor in its official Section 2. Proposals Initiated by the Board.
journal. Notice of meetings shall be given in a manner consistent with the Ordinance and
chapter 42.30 RCW, In addition,the Authority shall provide reasonable notice of meetings to 1. Proposals to amend the Charter or Bylaws shall be presented in a format which
any individual specifically requesting it in writing. At such meetings,any person shall have a strikes over material to be deleted and underlines new material.
reasonable opportunity to address the Board either orally or by written petition.
•
Charter-8 P:voase oc w359_on 0120109 Charter-9 reo35a_Da2o355_02 otrzame
ORDINANCE NO. 5443 ORDINANCE NO. 5443
•
2. Any Board Member may introduce a proposed amendment to the Charter or to the determination by the Renton City Council that each such activity will further the purposes of the
Bylaws(which may consist of new Bylaws)at any regular meeting or at any special meeting of Authority,subject,however,to the applicable limitations set forth in RCW 35.21.740.
which 30 days advance written notice has been given to members of the Board. Any notice
required by this Article may be given by telegram, electronic or written communication. If Section 2. Safeguarding of Funds.
mailed,notice shall be mailed by United States mail,postage prepaid,to the last known address .
•
of each Board Member.
Authority funds shall be deposited in a qualified public depository as determined by the
Section 3. Board Consideration of Proposed Amendments. Washington Public Deposit Protection Commission.
•
If written notice of a proposed amendment to the Charter or to the Bylaws, and Section 3. Public Records.
information,including the text of the proposed amendment and a statement of its purpose and • The Authority shall maintain all of its records in a manner consistent with the
effect,is provided to Board Members at least 30 days prior to any regular Board meeting or any Preservation and Destruction of Public Records Act,chapter 40.14 RCW. The public shall have •
special meeting of which advance notice has been given,then the Board may vote on"the
access to records and information of the Authority to the extent as may be required by applicable •
proposed amendment at the same meeting as the one at which the amendment is introduced.
Germane amendments to the proposed amendment within the scope of the original amendment laws.will be permitted at the meeting at which the vote is taken. Section 4. Reports and Information;Audits.
Section 4. Vote Required for Amendments to Charter or Bylaws.
Within three(3)months after the end of the Authority's fiscal year,the Authority shall
Resolutions of the Board approving proposed amendments to the Charter or Bylaws file an annual report with the Finance Director and Council of each Member City containing an
require an affirmative vote of a majority of the Board members voting on the issue,provided that audited'statement of assets and liabilities, income and expenditures and changes in the
such majority equals not less than four(4)votes. Amendments to this Charter shall be effective Authority's financial position during the previous year; a summary of significant
as provided in Section 5 of this Article. Amendments to the Bylaws shall be effective upon accomplishments;a list of depositories used;a projected operating budget for the current fiscal
adoption bythe Board. year;a summary of projects and activities to be undertaken during the current year;a list of a list
Pof officers of the Board;and a list of individuals,if any,that are bonded pursuant.
Section 5. City Council Approval of Proposed Charter Amendments. The Authority shall,at any time during normal business hours and as often as each City •
Finance Director or the State Auditor deem necessary, make available to each City Finance
Proposed Charter amendments initiated and approved by the Board shall be submitted to
each of the Councils of the Member Cities;provided,however,that no amendment to the Charter Director and the State Auditor for examination all of the Authority's financial records,and shall
shall be effective until approved by the Renton City Council and the Councils of four(4)of the permit the City Finance Director and the State Auditor to audit,examine and make excerpts or
transcripts from such records,and to make audits of all contracts,invoices,materials,payrolls,
other Member Cities;provided further,however,that no amendment to the Charter that revises
the definition of"supermajority vote of the Board"as provided in Article VI,Section 2 shall be records of personnel, conditions of employment and other data relating to all the aforesaid
effective until approved by the Councils of all of the Member Cities. matters.
Section 5. Dissolution.
ARTICLE XIV Dissolution of the Authority shall be in the form and manner required by this Charter,
MIS•CELLANEOUS Washington State law,the Ordinance,and the Bylaws. Dissolution proceedings may be initiated
by the Council of any of the Member Cities or,if the Board makes an affirmative finding that
Section 1. Geographic Limitation. dissolution is necessary or appropriate,the Board may adopt a resolution requesting Councils of
the Member Cities to adopt an ordinance dissolving the Authority. In either case,if five(5)of
•The Authority may conduct activities outside of the boundaries of the City of Renton, • the Councils of the Member Cities, each by ordinance, make an affirmative finding that
dissolution is warranted for any reason,then the existence of the Authority shall be terminated by
Washington, including but not limited to acquiring, equipping, constructing, improving and
maintaining the SCORE Facility located in the City of Des Moines, Washington, upon ordinance of the Renton City Council.
Charter-10 P120359 Dcuo35a_on olrzoroe Charter-11 P120358_DG12035!_oIY 01/20/05
•
ORDINANCE NO. 5443 • ORDINANCE NO. 5443
Upon dissolution of the Authority and the winding up of its affairs,the Board shall file a This Charter is APPROVED this_day of ,20 .
dissolution statement as provided in the Ordinance. Title to all remaining property or assets of
the Authority shall vest in SCORE or if there is no SCORE in existence at the time,then all •
property and assets shall be distributed to the Member Cities in an allocable amount calculated as
provided in the Interlocal Agreement.
Mayor,City of Renton
•
Notwithstanding the foregoing,the Authority shall not be dissolved until all Bonds issued
by the Authority are no longer outstanding. [SEAL]
•
Section 6. Nondiscrimination. ATTEST:
Membership to the Board shall not be directly or indirectly based upon or limited by age,
race, color, religion, sex, national origin, sexual orientation, or the presence of any mental,
physical or sensory impairment. Furthermore,the Authority shall not discriminate in any matter City Clerk
related to employment because of age, race, color, religion, sex, national original, sexual
orientation,or the presence of any mental,physical or sensory impairment. The Authority shall,
in all solicitation or advertisements for employees placed by or on behalf of the Authority,if any,
•
state that all qualified applicants will receive consideration for employment without regard to
age,race,color,religion,.sex,national origin,sexual orientation,or the presence of any mental,
physical or sensory impairment.
•
Section 7. Nonexclusive Charter.
•
This Charter is nonexclusive and does not preclude the granting by Member Cities of
other charters to establish additional public corporations pursuant to City ordinance.
ARTICLE XV
APPROVAL OF CHARTER •
ORIGINAL CHARTER APPROVED by Ordinance adopted by the City Council
of the City of Renton,Washington on ,20_;Ordinance adopted by the City
Council of the City of Federal Way, Washington on , 20_; Ordinance
adopted by the City Council of the City of Auburn, Washington on , 20_;
/ Ordinance adopted by the City Council of the City of Des Moines, Washington on
,20 ; Ordinance adopted by the City Council of the City of Tukwila, •
Washington on ,20_;Ordinance_adopted by the City Council of the City of
Burien,Washington on ,20_;and Ordinance adopted by the City Council .
of the City of SeaTac,Washington on ,20_.
•
Charter-12 58 Dose on mrzaos Charter-13 P.ans5e-ocumse_on 01120109
ORDINANCE NO. 5443
ORDINANCE NO. 5443
EXHIBIT D
Form of Bylaws of the
South Correctional Entity Facility Public Development Authority BYLAWS
(attached) OF
SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY
ARTICLE I
MEMBERSHIP
3
•
--- - Section 1.1 Board Tenure. For the purpose of determining members of the South
Correctional Entity Facility Public Development-Authority_(the"Authority")Board of Directors
(the"Board")the procedures set forth in the Authority Charter(the"Charter")and the SCORE
Interlocal Agreement(the"Interlocal Agreement")by and among the Cities of Renton,Auburn,
Federal Way,Des Moines,Tukwila,Burien,and SeaTac, Washington(the"Member Cities"),
shall govern.
• ARTICLE II
OFFICERS AND COMMITTEES
Section 2.1 Officers Designated. The Presiding Officer of the Administrative Board
• selected in the manner provided in Section 5(e)of the Interlocal Agreement shall be the President
of the Board. Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board. 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 2.2 Qualification and Term of Office. The additional officers shall be
members of the Board or any other person designated by the Board who is at the time an official
or employee of at least one of the Member Cities or the SCORE Facility. The additional officers
shall be elected or appointed by the Board and shall hold office for terms established as a part of
the original appointment or for terms established in accordance with the Interlocal Agreement. --
•
Section 2.3 Removal From Office. Upon reasonable prior notice to all Board
Members of the alleged reasons for dismissal,the Board by an affirmative vote of the majority of
the Board Members may remove any officer of the Board from his or her office whenever in its
judgment the best interests of the Authority will be served thereby.
Section 2.4 Vacancies. The Board shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until his or her successor shall have
been duly appointed and qualified.
• -1-
ORDINANCE NO. 5443 ORDINANCE NO. 5443
Member,that person must recuse him or herself and may not participate in a decision under this
_ Section 2.5 Reimbursement. The Board may reimburse Board Members,employees subsection. Any Board Member with an ownership interest in property located within the
and others performing services for the Authority reasonable expenses actually incurred in Authority area shall recuse him or herself from participating in a decision if such property is
performing their duties. directly benefiting from such action. For purposes of this subsection,"remote financial interest"
•
Section 2.6 Establishment of Committees. The Board may,by resolution,designate means:
one or more other committees,including an Executive Committee, each consisting of one or
more members,to advise the Board or,on matters other than those described in the Charter to act (1) That of a nonsalaried officer of a nonprofit corporation;
for and on behalf of the Board. The designation of any such committee and the delegation
thereto of authority shall not operate to relieve any Board Member of any responsibility imposed (2) That of an employee or agent of a contracting party where the
by law. The Executive Committee,if any,shall have and exercise such powers of the Board as compensation of the employee or agent consists entirely of fixed wages or salary and the
the Board shall from time to time provide by resolution. contract is awarded by bid or by other competitive process;
Section 2.7 Code of Ethics. (3) That of a landlord or tenant of a contracting party,except in cases where
the property subject to the lease or sublease is owned or managed by the public
(a) Except as otherwise provided in this section,no Board Member or employee of corporation;
the Authority may:
(4) That of a holder of less than one percent of the shares of the corporation or
(1) Participate in a decision of the Authority in which that person or a member cooperative that is the contracting party;or
of that person's immediate family has a financial interest,unless the financial interest is a
remote financial interest and participation is approved under subsection (b) of this (5) That of an owner of a savings and loan or bank savings or share account or
section; credit union deposit account if the interest represented by the account is less than two
percent of the total deposits held by the institution.
(2) Use his or her position to secure special privileges or exemptions for
himself,herself,immediate family members,or others; (c) ABoard Member or employee of the Authority is not considered to be financially
interested in a decision when the decision could not affect that person in a manner different from
(3) Directly or indirectly, give or receive or agree to receive any its effect on the public at large.
compensation,gift,reward,or gratuity from a source except the Authority for a matter
connected with or related to such individual's services in his or her position unless (d) All Board Members shall disclose any information concerning actions or activities
otherwise provided for by law; of the candidate or his/her immediate family that present a potential conflict of interest as a
Board Member.
(4) Accept employment or engage in business or professional activity that
• such individual might reasonably expect would require or induce him or her by reason of (e) For purposes of this section,"participate in a decision"includes all discussions,
his or her position with the Authority to disclose confidential information acquired by deliberations,preliminary negotiations,and votes.
reason of his or her position;or
(f) For purposes of this section,"immediate family"means:
(5) Disclose confidential information gained by reason of such individual's
position with the Authority,or otherwise use such information for his or her personal gain (1) A spouse or domestic partner;
or benefit.
(2) Any dependent parent, parent-in-law, child, son-in-law, or daughter-in-
(b) A Board Member or employee of the Authority may participate in a decision law;and
described in(a)(1)above if that person or a member of that person's immediate family has only a
remote financial interest,the fact and extent of such financial interest is disclosed to the Board in (3) Any parent, parent-in-law, child, son-in-law, daughter-in-law, sibling,
a public meeting,and is noted in the minutes of the Board before any participation by the Board uncle, aunt, cousin,niece or nephew residing in the household of the
Member in the decision, and thereafter in a public meeting the Board by vote authorizes or Board Member or employee.
approves the participation. If the person whose participation is under consideration is a Board
-2- P.12035a OG120359_OR oinwoe
3- P:mJ59-OG 70359_02 078099
s
ORDINANCE NO. 5443 ORDINANCE NO. 5443
(g) The Board may adopt additional conflict of interest and ethical rules it considers Burien on ,20_;and Ordinance adopted by the City Council of the
appropriate. City of SeaTac on ,20_.
ARTICLE III
ADMINISTRATIVE PROVISIONS
Section 3.1 Books and Records. SCORE, on'behalf of the Authority, shall keep
current and complete books and records of account and shall keep minutes of the proceedings of
its Board and its committees having any of the authority of the Board. The proceeds of any
borrowing by the Authority shall be held,invested and disbursed by SCORE,subject to the terms
and limitations established pursuant to the Interlocal Agreement. SCORE shall provide a regular
-. accounting of the financial affairs of the Authority to the Board at each regular Board meeting.
The obligations of the Authority shall be administered by SCORE, and SCORE is hereby
designated and delegated with full authority to administer such obligations, all in a manner--
consistent with the Interlocal Agreement. • -- -- - - -
Section 3.2 Indemnification. The Authority elects to defend and indemnify its present
and former Board Members and employees and their successors, spouses, and marital
communities to the full extent authorized by law and the Charter. This right of indemnification
shall inure in perpetuity to each Board Member and employee,and his or her spouse and marital
community,commencing as soon as he or she has the full powers and responsibilities of his or
her position, and in the event of his or her death shall extend to his or her heirs, legal
representatives,and estate. Each person who shall act as a Board Member or employee of the
Authority shall be deemed to do so in reliance upon such indemnification,and such rights shall
not be exclusive of any other right which he or she may have.
Section 3.3 Principal Office. The principal office of the Authority shall be 1055 South .
Grady Way,Renton,Washington 98057.
Section 3.4 Fiscal Year. The Fiscal Year of the Authority shall begin January 1 and
end December 31 of each year, except the first fiscal year which shall run from the date the •
Charter was issued to December 31,2009.
ARTICLE IV
•
APPROVAL OF BYLAWS
APPROVED by Ordinance adopted by the City Council of the City of Renton,
Washington on ,20_;Ordinance adopted by the City Council of the City of
Federal Way on ,20_;Ordinance adopted by the City Council of the City
of Auburn on ,20_;Ordinance adopted by the City Council of the City of
Des Moines on ,.20_;Ordinance adopted by the City Council of the City of
Tukwila on ,20 ;Ordinance -adopted by the City Council of the City of
-4- P92o76B osuon,o¢ olrzoroe
-5- P.',YGISB UOQD]68_OQ a,aays