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HomeMy WebLinkAboutContract 0 SCAG-09-148 INTER-AGENCY LOAN AGREEMENT THIS INTER-AGENCY LOAN AGREEMENT (this "Agreement"), 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"); WITNES SETH: 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"), 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 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. -2- 13:120358 DG\20358 0KJ 07/22/09 • • "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. (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 -3- P:120358_13020358_01W 07/22/09 • • 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, following default SCORE shall pay to Renton a penalty equal to one percent(1%)per month on the 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: -4- P:120358 DG120358 0KJ 07/22/09 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. -5- P:12035B DG120358 0KJ 07/22/09 • (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: let Denis Law, Mayor 8'-1a-aoo9 ATTEST: By: ehtm.c,,e-• . (, At _ Bonnie Walton, City Clerk - APPROVED AS TO LEGAL FORM: By: Lawrence J. Warren, City Attorney SOUTH CORRECTIONAL ENTITY By: 110 ck 1 ovey, Pre iding •fficer ay,,r, City of Fe.- . ay, Washington -6- PA20358 DG\20358 0KJ 07/22/09