HomeMy WebLinkAboutRES 4011CITY OF RENTON,WASHINGTON
RESOLUTION NO.4011
A RESOLUTION OF THE CITY OF RENTON,WASHINGTON,AUTHORIZING THE
EXECUTION OF AN INTER-AGENCY LOAN AGREEMENT WITH THE SOUTH
CORRECTIONAL ENTITY·TO PROVIDE INTERIM FINANCING FOR THE
ACQUISITION,CONSTRUCTION,EQUIPPING AND IMPROVEMENT OF THE
SOUTH CORRECTIONAL ENTITY FACILITY.
WHEREAS,pursuant to an Interlocal Agreement dated as of January 25,2009 (the
"Interlocal Agreement")among the City of Renton,Washington (the "City")and the cities of
Auburn,Burien,Des Moines,Federal Way,Sea Tac and Tukwila,Washington (each,a "Member
City"),the Member Cities formed a governmental administrative agency pursuant to RCW
39.34.030(3)known as the South Correctional Entity ("SCORE");and
WHEREAS,the purpose of SCORE is to 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 SCORE in the future to provide
correctional services essential to the preservation of the public's health,safety and welfare;
and
WHEREAS,financing for the acquisition,construction,equipping,improvement,and
operation of the SCORE Facility (the "Project")will be provided by one or more series of bonds
(the "Bonds")issued by the South Correctional Entity Facility Public Development Authority (the
"Authority"),a public corporation chartered by the City in accordance with the Interlocal
Agreement and pursuant to RCW 35.21.730 through 35.21.755;and
WHEREAS,pursuant to an ordinance of each Member City and the Interlocal
Agreement,each Member City has agreed to pay (i)its allocable portion of the budgeted
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RESOLUTION NO.4011
expenses of maintenance and operation of the SCORE Facility not paid from other sources and
(ii)its capital contribution to pay debt service on bonds and other debt issued by the Authority,
and has pledged its full faith and credit toward such payments;and
WHEREAS,Section 2(c}of the Interlocal Agreement authorizes SCORE to incur debt and
to enter into agreements with and receive and distribute funds from any federat state or local
agency;and
WHEREAS,the City has agreed that it will provide to SCORE interim loans (up to a
maximum amount of $5,000,000)as necessary to pay costs incurred for the Project pending the
issuance of Bonds by the Authority;
NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF RENTON,WASHINGTON,DOES
RESOLVE AS FOLLOWS:
SECTION I.
SECTION II.
The above findings are true and correct in all respects.
Approval of Inter-Agency Loan Agreement.The City Council
hereby approves an inter-agency loan agreement to be entered into by the City and the South
Correctional Entity ("SCORE"L substantially in the form attached hereto as Exhibit A and
incorporated herein by this reference (the "Inter-Agency Loan Agreement"L pursuant to which
the City will provide financial assistance (in the form of inter-agency loans)to the SCORE Facility
Development Fund in order to provide funds,if needed,to pay costs of the Project from the
SCORE Facility Development Fund.The City's financial commitment under the Inter-Agency
Loan Agreement shall not exceed $5,000,000.Advances made by the City to the SCORE Facility
Development Fund shall be subject to the terms,bear interest,and be payable as provided in
the Inter-Agency Loan Agreement.The Mayor and City Clerk are hereby authorized and
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RESOLUTION NO.4011
directed to execute the Inter-Agency Loan Agreement,substantially in the form attached
hereto with only those insubstantial modifications as shall have been approved by the Mayor.
The Finance and Information Services Department Administrator of the City is hereby
authorized and directed to administer the Inter-Agency Loan Agreement.
SECTION III.
adoption and approval.
This resolution shall take effect and be in force from and after its
PASSED BY THE CITY COUNCIL this 13th day of_---IoJw,uu1o..,li¥:.--_-l,2009.
~J,tJ~
Bonnie I.Walton,City Clerk
APPROVED BY THE MAYOR this 13th day of_~J~u'-"'1-+¥__-',2009.
Denis Law,Mayor
Approved as to form:
~'....w~+•..e-..
Lawrence J.Warren,City Attorney
RES.1413:7/10/09:scr
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RESOLUTION NO.4011
EXHIBIT A
Form of Inter-Agency Loan Agreement
(attached)
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RESOLUTION NO.4011
INTER-AGENCY LOAN AGREEMENT
THIS INTER-AGENCY LOAN AGREEMENT (this "Agreement"L effective and dated as of
July 1,2009,by the City of Renton,Washington,a municipal corporation organized under the
laws of the State of Washington ("Renton"),and the South Correctional Entity,a governmental
agency formed pursuant to an Interlocal Agreement dated as of January 25,2009 ("SCORE");
WITNESSETH:
WHEREAS,pursuant to an Interlocal Agreement dated as of January 25,2009 (the
"Interlocal Agreement")among the Cities of Auburn,Des Moines,Federal Way,Renton,
Tukwila,Burien and SeaTac,Washington (the "Member Cities"),the Member Cities formed a
governmental administrative agency pursuant to RCW 39.34.030(3)known as the South
Correctional Entity ("SCORE");and
WHEREAS,the purpose of SCORE is to 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 SCORE in the future to provide
correctional services essential to the preservation of the public health,safety and welfare;and
WHEREAS,financing for the acquisition,construction,equipping,improvement and
operation of the SCORE Facility (the "Project")will be provided by one or more series of bonds
(the "Bonds")issued by the South Correctional Entity Facility Public Development Authority (the
"Authority"L a public corporation chartered by Renton in accordance with the Interlocal
Agreement and pursuant to RCW 35.21.730 through 35.21.755;and
WHEREAS,pursuant to ordinance of each Member City and the Interlocal Agreement,
each Member City has agreed to pay (i)its allocable portion of the budgeted expenses of
maintenance and operation of the SCORE Facility not paid from other sources and (ii)its capital
contribution to pay debt service on bonds and other debt obligation incurred by the Authority,
and has pledged its full faith and credit toward such payments;and
WHEREAS,the Administrative Board has designated Renton,and Renton has agreed,to
act as fiscal agent and interim treasurer for SCORE;and
WHEREAS,in its capacity as fiscal agent and treasurer,Renton has established the
SCORE Facility Development Fund on its books and records,and maintains,invests and
manages such fund on behalf of SCORE;and
WHEREAS,Section 2(c)of the Interlocal Agreement authorizes SCORE to incur debt and
to enter into agreements with and receive and distribute funds from any federal,state or local
agency;and
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RESOLUTION NO.4011
WHEREAS,Renton has agreed that it will provide to SCORE interim loans (up to a
maximum amount of $5,000,000)as necessary to pay costs incurred for the Project pending the
issuance of Bonds by the Authority under the terms set forth in this Agreement;
NOW,THEREFORE,in consideration of the mutual covenants hereinafter contained,the
parties hereto covenant and agree as follows;
Section 1.Definitions.For purposes of this Agreement,the following capitalized
terms shall have the following meanings,unless the context clearly requires otherwise:
"Agreement"means this Inter-Agency Loan Agreement.
"Authority"means the South Correctional Entity Facility Public Development Authority,
a public corporation chartered by Renton pursuant to RCW 35.21.730 through 35.21.755 and
Renton Ordinance No.5444,passed on February 2,2009.
"Bonds"means the South Correctional Entity Facility Public Development Authority
bonds,issued in one or more series pursuant to a resolution of the Authority.
"Interest Rate"means the rate published by the Washington State Local Government
Investment Pool ("Pool")at the end of each month for amount on deposit with the Pool during
that month.
"Interlocal Agreement"means the Interlocal Agreement effective as of February 25,
2009,among the Member Cities,as such agreement may be amended from time to time.
"Inter-Agency Loan"or "Inter-Agency Loans"has the meaning given such term in
Section 2 of this Agreement.
"Member Cities"means the Cities of Auburn,Burien,Des Moines,Federal Way,Renton,
SeaTac,and Tukwila,Washington.
"Project"means the operation,acquisition,construction,improvement and equipping
of the SCORE Facility.
"Renton"means the City of Renton,Washington,a municipal corporation duly
organized and existing under the laws of the State of Washington.
"SCORE"means the governmental administrative agency established pursuant to
RCW 39.34.030(3)and the Interlocal Agreement by the Member Cities.
"SCORE Facility"means the consolidated correctional facility acquired,constructed,
improved,equipped,maintained and operated by SCORE.
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RESOLUTION NO.4011
"SCORE Fund"means the SCORE Facility Development Fund created by Renton as fiscal
agent and interim treasurer of SCORE.
"Treasurer"means the Finance and Information Services Department Administrator of
Renton or his/her designee.
All other capitalized terms used but not defined in this Agreement shall have the
meanings assigned to them in the Interlocal Agreement.
Section 2.Loans to SCORE;Terms.The Treasurer has established and maintains the
SCORE Fund for the benefit of SCORE.Each month,the Treasurer shall calculate and determine
the average daily cash balance on hand in the SCORE Fund.If the average daily cash balance in
the SCORE Fund for a month is a positive number,the Treasurer shall credit the SCORE Fund for
its interest earnings,which amount is the product of multiplying the positive average daily cash
balance by the Interest Rate for that month.If the average daily cash balance in the SCORE
Fund is a negative number,such amount shall be deemed to be a Loan (the "Inter-Agency
Loan").The Inter-Agency Loan shall bear interest at the Interest Rate.Interest shall be
calculated on the basis of a 360-day year and 30-day month.
The outstanding balance of the Inter-Agency Loan,including all interest thereon,shall
not exceed $5,000,000.The Treasurer shall provide statements and financial information
relating to receipts and disbursements from the SCORE Fund to the Administrative Board of
SCORE on a regular basis (no less often than quarterly at the Administrative Board meetings).
Renton's commitment to make Inter-Agency Loans shall terminate upon the issuance of
the Bonds by the Authority,which is anticipated to occur within three months following the
effective date of this Agreement.In any event,Renton's commitment to make Inter-Agency
Loans shall not extend beyond December 31,2009.
Section 3.Inter-Agency Loan Repayment.Outstanding Inter-Agency Loans,
including interest thereon,shall be repaid by SCORE from proceeds of the Bonds issued by the
Authority,from contributions received from the Member Cities under the terms of Sections 15
and 16 of the Interlocal Agreement,or from other available funds of SCORE.All Inter-Agency
Loans shall be repaid on the earlier to occur of (i)the issuance of the Bonds,or
(ii)December 31,2009.
Section 4.Compensation.Renton agrees that it will not be compensated for its
services as fiscal agent or interim treasurer or for administering the terms of this Agreement.
Section 5.Events of Default and Remedies.
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RESOLUTION NO.4011
(a)Remedies on Default.If Renton has made any Loans to SCORE under this
Agreement and such Loans have not been repaid in full when due pursuant to the terms of this
Agreement,Renton may declare the entire outstanding Loan,plus accrued interest,
immediately due and payable and may proceed to protect and enforce its rights in equity or at
law,either in mandamus or for the specific performance of any covenant or agreement
contained herein,or for the enforcement of any other appropriate legal or equitable remedy,
as Renton may deem most effectual to protect and enforce any of its rights or interests
hereunder.Additionally,SCORE shall pay to Renton a penalty equal to one percent (1%)per
month on the unpaid balance of the Inter-Agency Loan for each month the Inter-Agency Loan
balance remains unpaid.
(b)No Remedy Exclusive.No remedy conferred upon or reserved to either party by
this Agreement is intended to be exclusive of any other available remedy or remedies,but each
and every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute,and either
party hereto shall be free to pursue,at the same time,each and every remedy,at law or in
equity,which it may have under this Agreement,or otherwise.
(c)No Implied Waiver.No delay or omission to exercise any right or power accruing
upon any default shall impair any such right or power or shall be construed to be a waiver
thereof,but any such right and power may be exercised from time to time and as often as may
be deemed expedient.For the exercise of any remedy,it shall not be necessary to give any
notice,other than such notice as may be expressly required herein.
Section 6.Miscellaneous.
(a)Governing Law;Venue.This Agreement is governed by and shall be construed in
accordance with the laws of the State of Washington and shall be liberally construed so as to
carry out the purposes hereof.Except as otherwise required by applicable law,any action
under this Agreement shall be brought in the Superior Court of the State of Washington in and
for King County.
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
between the parties arising out of,connected with,related to,or incidental to the relationship
between any of them in connection with this Agreement or the transactions contemplated
hereby.Instead,any such dispute resolved in court will be resolved in a bench trial without a
jury.
(b)Notices.Except as otherwise provided herein,all notices,consents or other
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
mail,postage prepaid and return receipt requested,as follows:
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RESOLUTION NO.4011
To Renton:
City of Renton
Attention:Finance and Information Services Department Administrator
1055 South Grady Way
Renton,Washington 98057
Phone:(425)430-6858
eMail:iwang@rentonwa.gov
To SCORE:
South Correctional Entity
Attention:Facility Director
1055 South Grady Way
Renton,Washington 98057
Phone:(425)430-7565
eMail:pbartley@rentonwa.gov
Renton or SCORE may,by notice given as required herein,designate any further or
different addresses to which subsequent notices,certificates,requests or other
communications shall be sent.Notices shall be deemed served upon deposit of such notices in
the United States mail in the manner provided above.
(c)Binding Effect.This Agreement shall inure to the benefit of and shall be binding
upon Renton and SCORE and their successors.This Agreement may not be assigned.
(d)Severability.In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction,such holding shall not invalidate or
render unenforceable any other provision hereof.
(e)Amendments.This Agreement may not be effectively amended,changed,
modified or altered,except by an instrument in writing duly executed by Renton and SCORE (or
their successors in title).
(f)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.
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RESOLUTION NO.4011
(g)No Rights Created in Third Parties.The terms of this Agreement are not
intended to establish nor to create any rights in any persons or entities other than Renton,
SCORE and the respective successors and assigns of each.
(h)Time of Essence.Time and all terms and conditions shall be of the essence of
this Agreement.
(i)Counterparts.This 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.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY,EXTEND CREDIT,OR
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.
IN WITNESS WHEREOF,Renton and SCORE have caused this Agreement to be executed
in their respective names by their duly authorized officers,and have caused this Agreement to
be dated and effective as of the date set forth on the first page hereof.
CITY OF RENTON,WASHINGTON
By:_
Denis Law,Mayor
ATIEST:
By:_
Bonnie Walton,City Clerk
APPROVED AS TO LEGAL FORM:
By:_
Lawrence J.Warren,City Attorney
SOUTH CORRECTIONAL ENTITY
By:_
Jack Dovey,Presiding Officer
Mayor,City of Federal Way,Washington
H:03 Zanetta/City Departments/SCORE/LoanAgreementlOJul(ZF)
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