HomeMy WebLinkAbout6734 ORDINANCE NO. 6734
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON RELATED TO THE SOUTH
CORRECTIONAL ENTITY; AUTHORIZING THE EXECUTION OF
AN AMENDED AND RESTATED INTERLOCAL AGREEMENT
RELATING TO THE ENTITY; APPROVING THE CITY'S CAPITAL
CONTRIBUTION RELATED TO REFUNDING BONDS TO BE
ISSUED TO REFINANCE THE SOUTH CORRECTIONAL ENTITY
FACILITY; AND APPROVING OTHER MATTERS RELATED
THERETO
WHEREAS, the City of Auburn, Washington (the "City") is authorized by chapter
70.48 RCW to contract for, establish and maintain correctional facilities in furtherance of
public safety and welfare; and
WHEREAS, pursuant to Ordinance 6224 adopted by the City Council on January
20, 2009, and chapter 39.34 RCW, the Interlocal Cooperation Act, the City entered into
a SCORE Interlocal Agreement with the other parties dated February 25, 2009 and
subsequently amended and restated on October 1, 2009 by Ordinance 6260 (as
amended and restated, the "Original Interlocal Agreement"), to form a separate
governmental administrative agency known as the South Correctional Entity ("SCORE");
and
WHEREAS, the South Correctional Entity Facility Public Development Authority
(the "Authority"), a public corporation chartered by the City of Renton, pursuant to
RCW 35.21.730 through 35.21.757, issued its Bonds, Series 2009A (the "2009A
Bonds") and Bonds, Series 2009B (Taxable Build America Bonds—Direct Payment)
(the "2009B Bonds," and together with the 2009A Bonds, the "2009 Bonds") on
November 4, 2009, in the aggregate principal amount of $86,235,000; and
WHEREAS, proceeds of the 2009 Bonds were used to finance a portion of the
costs of acquiring, constructing, developing, equipping and improving a regional
misdemeanant correctional facility located in Des Moines, Washington (the "SCORE
Facility"), operated by SCORE; and
WHEREAS, pursuant to an ordinance adopted by the City Council, the City
pledged its full faith and credit toward the payment of its allocable proportion of the debt
service due on the 2009 Bonds issued by the Authority; and
WHEREAS, the 2009 Bonds are subject to defeasance and/or redemption prior
to their stated maturity dates; and
WHEREAS, after due consideration it appears to the Board of Directors of the
Authority that the 2009 Bonds may be defeased and/or redeemed prior to maturity by
Ordinance No 6734
September 23, 2019
Page 1 of 5
proceeds of refunding bonds (the "Refunding Bonds") and other legally available funds
for overall debt service savings; and
WHEREAS, the City now desires to pledge its full faith and credit to the City's
allocable portion of the Refunding Bonds and to amend and restate the Original
Interlocal Agreement to provide for such refunding and other matters as provided
herein;
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON DO ORDAIN AS FOLLOWS:
Section 1. Definitions. Terms defined in the recitals of this resolution are
incorporated as if fully set forth herein. Terms not otherwise defined in this resolution
shall have the meanings set forth in the Interlocal Agreement (defined in Section 2).
Section 2. Approval of Interlocal Agreement. The City approves the Amended
and Restated SCORE Interlocal Agreement substantially in the form attached as Exhibit
A (the "Interlocal Agreement"). The Mayor is authorized and directed to execute the
Interlocal Agreement. On the Effective Date, the Interlocal Agreement shall amend and
restate, in its entirety, the Original Interlocal Agreement.
The Mayor is designated, together with the Mayor's designee, as the "Designated
Representative" for purposes of the Interlocal Agreement. The Interlocal Agreement
may be further amended from time to time as provided in the Interlocal Agreement.
Section 3. City Contributions. The Authority has proposed to issue one or
more series of refunding bonds (the "Refunding Bonds"), the proceeds of which will be
used, together with other legally available funds, to refund the outstanding 2009 Bonds
for overall debt service savings.
The City irrevocably covenants and agrees to pay its capital contribution in the
percentage provided for in the Interlocal Agreement, which is equal to the City's
allocated owner percentage as shown in the following chart (the "Owner Percentage"),
to pay debt service on the Refunding Bonds as the same shall become due and payable
and to pay administrative expenses of the Authority with respect to the Refunding
Bonds (the "Capital Contribution"). The Owner Percentage allocated to the City is as
follows:
Owner City Owner Percentage
Auburn 34.94%
Renton 40.96
Tukwila 9.64
Des Moines 6.02
Burien 4.82
SeaTac 3.62
Total 100.00%
Ordinance No 6734
September 23, 2019
Page 2 of 5
The authorization contained in this ordinance is conditioned on the issuance of
Refunding Bonds not exceeding the aggregate principal amount of $56,000,000 without
obtaining additional Council approval.
The City recognizes that it is not obligated to pay the Capital Contribution of any
other Member City; the Capital Contribution of the City shall be limited to its 0 share of
those obligations; all payments will be made by the City without regard to the payment
or lack of payment by any other jurisdiction; and the City shall be obligated to budget for
and pay its Capital Contribution unless relieved of such payment in accordance with the
Interlocal Agreement.
The City's obligation to pay its Capital Contribution will be an irrevocable full faith
and credit obligation of the City, payable from property taxes levied within the
constitutional and statutory authority provided to cities without a vote of the qualified
electors on all of the taxable property within the City and other sources of revenues
available for payment. The City obligates itself and commits to budget for and pay its
Capital Contribution and to set aside and include in its calculation of outstanding
nonvoted general obligation indebtedness an amount equal to the principal component
of its Capital Contribution for so long as any Refunding Bonds issued by the Authority
remain outstanding.
All payments with respect to the Refunding Bonds shall be made to SCORE in its
capacity as administrator and servicer of the Refunding Bonds to be issued by the
Authority.
Section 4. General Authorization; Ratification. The Mayor or designee are
authorized and directed to undertake all action necessary for the prompt execution and
delivery of the Interlocal Agreement, the issuance of the Refunding Bonds by the
Authority, and to execute all closing certificates, agreements, contracts and documents
required to effect the closing and delivery of each series of the Refunding Bonds, the
implementation of the Interlocal Agreement, and the withdrawal of Federal Way as a
Member City of SCORE effective December 31, 2019. These documents may include,
but are not limited to, an undertaking to provide ongoing disclosure in connection with
Securities and Exchange Commission Rule 15c2-12 (the "Rule) under the Securities
Exchange Act of 1934, as amended; any disclosure documents delivered for purposes
of the Rule in connection with the issuance of the Refunding Bonds and pertaining to
the City; and documents regarding to the status of any Refunding Bonds issued on a
tax-exempt basis under the Internal Revenue Code of 1986, as amended. All acts
taken pursuant to the authority of this ordinance but prior to its effective date are hereby
ratified.
Ordinance No 6734
September 23, 2019
Page 3 of 5
Section 5. Effective Date of Ordinance. This Ordinance shall take effect and
be in force from and after its passage and five days following its publication as required
by law.
INTRODUCED: OCT 0 7 2019
PASSED: OCT 0 7 219
APPROVED: OCT 0 7 2U19
ancy ayor
ATTEST:
Shawn Campbell, MMC, City Clerk
APPROVED AS TO FORM:
IP\ \
Steven L. Gross, City Attorney
PUBLISHED: bk16 tO12O101 1 11tt,
Ordinance No 6734
September 23, 2019
Page 4 of 5
EXHIBIT A
Form of Amended and Restated SCORE Interlocal Agreement
(attached)
-5-
10006 99999 if13fp42k7
EXHIBIT A
Form of Amended and Restated SCORE Interlocal Agreement
(attached)
-6-
10006 99999 1f13fp42k7
AMENDED AND RESTATED SCORE INTERLOCAL AGREEMENT
among
CITY OF AUBURN,
CITY OF BURIEN,
CITY OF DES MOINES,
CITY OF RENTON,
CITY OF SEATAC,
AND
CITY OF TUKWILA, WASHINGTON
Dated as of , 2019
TABLE OF CONTENTS
Page
Section 1. Definitions 1
Section 2. SCORE Facility; Authority 3
Section 3. Duration of Agreement 5
Section 4. Withdrawal and Termination 5
Section 5. Administrative Board 7
Section 6. Operations Board; Finance Committee; Other Committees 8
Section 7. Facility Director 9
Section 8. Personnel Policies 9
Section 9. Budget, Policies and Operations 10
Section 10. Contracts and Support Services 10
Section 11. Policy and System Evaluation 10
Section 12. Additional Services Authorized 11
Section 13. Inventory and Property 11
Section 14. Local Control 11
Section 15. SCORE Facility Financing and Construction; SCORE Facility Public
Development Authority 11
Section 16. Compliance with Continuing Disclosure Requirements 15
Section 17. Miscellaneous 15
Section 18. Severability 16
Section 19. Effective Date; Amend and Replace Original Interlocal Agreement 16
Section 20. Federal Way Refunding Bonds; Agreement Between SCORE and Federal Way 16
Section 21. Termination of Host City Agreement 16
Section 22. Execution and Amendment 17
Section 23. Third Party Beneficiaries 17
Section 24. Hold Harmless 17
Section 25. Counterparts 18
-i-
AMENDED AND RESTATED SCORE INTERLOCAL AGREEMENT
THIS AMENDED AND RESTATED SCORE INTERLOCAL AGREEMENT is
effective as of the date written below and is by and among the Cities of Auburn, Burien,
Des Moines, Renton, SeaTac and Tukwila, Washington, all of which are municipal
corporations under the laws and statutes of the State of Washington:
RECITALS:
WHEREAS, the Member Cities (as defined herein) are authorized by chapter 70.48
RCW to contract for, establish and maintain correctional facilities in furtherance of public
safety and welfare; and
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, in 2009 the Member Cities formed a separate governmental
administrative agency pursuant to an interlocal agreement and 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 now desire to amend and restate the formation
interlocal agreement as provided herein;
NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as
follows:
Section 1. Definitions. Capitalized terms used in this SCORE Interlocal
Agreement shall have the meanings given such terms in the recitals hereof and as follows:
"Administrative Board" means the governing board of SCORE created pursuant
to Section 5 of this SCORE Interlocal Agreement.
"Bonds" mean bonds, notes or other evidences of borrowing issued by the SCORE
Facility Public Development Authority to finance and/or refinance the SCORE Facility and
for any other SCORE purpose.
"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 Section 5 and Section 9 of this SCORE Interlocal Agreement, which
budget shall set forth (a) an estimate of the costs of capital improvements required to be
made to the SCORE Facility within the applicable 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 SCORE Interlocal Agreement.
"Capital Contribution" means, for each Owner City, that Owner City's Owner
Percentage multiplied by the principal of and interest on Bonds as the same shall become
due and payable.
"Code" means the Internal Revenue Code of 1986, as amended.
"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 order and condition, and all costs of administering SCORE.
"Designated Representative" means the Mayor or the City Manager, as selected
by each Member City, or his or her designee.
"Effective Date" has the meaning set forth in Section 19 of this Agreement.
"Facility Director" means the director of the SCORE Facility selected by the
Administrative Board pursuant to Section 7 of this SCORE Interlocal Agreement.
"Finance Committee" means the committee formed pursuant to Section 6 of this
SCORE Interlocal Agreement.
"Host City"means the City of Des Moines, Washington.
"Host City Agreement" means the Host City Agreement among the cities of
Renton, Federal Way,Auburn and Des Moines and SCORE dated as of October 1,2009.
"Member Cities" mean the Owner Cities and, until the date provided for in
Section 20,the City of Federal Way.
"Operations Board" means the board formed pursuant to Section 6 of this
SCORE Interlocal Agreement.
"Owner Cities" mean the Cities of Auburn, Burien, Des Moines, Renton, SeaTac
and Tukwila, Washington.
2
"Owner Percentage" means the percentage assigned to each Owner City, as
follows:
Owner City Owner Percentage
Auburn 34.94%
Renton 40.96
Tukwila 9.64
Des Moines 6.02
Burien 4.82
SeaTac 3.62
Total 100.00%
"Presiding Officer" means the member of the Administrative Board selected
pursuant to Section 5 of this SCORE Interlocal Agreement.
"SCORE" means the governmental administrative agency established pursuant to
RCW 39.34.030(3) by the Member Cities.
"SCORE Facility" means the consolidated correctional facility acquired,
constructed, improved, equipped, maintained and operated by SCORE.
"SCORE Facility Public Development Authority" means the South Correctional
Entity Facility Public Development Authority chartered by the City of Renton,
Washington.
"SCORE Interlocal Agreement" or "SCORE Formation Interlocal
Agreement" means this Amended and Restated SCORE Interlocal Agreement among the
Member Cities, as amended from time to time.
"Subscribing Agencies" mean the federal and state agencies, municipal
corporations, and other local governments, other than the Member Cities, that contract with
SCORE for correctional services at the SCORE Facility pursuant to the terms of this
SCORE Interlocal Agreement.
"2009 SCORE Bonds" mean the SCORE Facility Public Development Authority
Bonds, Series 2009A and Bonds, Series 2009B (Taxable Build America Bonds—Direct
Payment) issued on November 4, 2009, in the aggregate principal amount of$86,235,000.
Section 2. SCORE Facility; Authority.
(a) Administrative Agency. There is hereby established a governmental
administrative agency pursuant to RCW 39.34.030(3) to be known as the South
Correctional Entity ("SCORE"). SCORE shall consist of the Member Cities.
3
(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 to provide correctional services and functions incidental thereto, for the
purpose of detaining arrestees and sentenced offenders in the furtherance of public safety
and emergencies within 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 Subscribing Agency shall be in writing and approved by
SCORE as provided herein.
(c) Administrative Board. The affairs of SCORE shall be governed by the
Administrative Board formed pursuant to Section 5 of this SCORE Interlocal Agreement.
The Administrative Board shall have the authority to:
(1) Recommend action to the legislative bodies of the Member Cities;
(2) Approve the Budget, adopt financial policies and approve
expenditures;
(3) Establish policies for investing funds and incurring expenditures of
Budget items for the SCORE Facility;
(4) Review and adopt a personnel policy for the SCORE Facility;
(5) Establish a fund, or special funds, as authorized by chapter 39.34
RCW for the operation of the SCORE Facility;
(6) Conduct regular meetings as may be designated by the
Administrative Board;
(7) Determine what services shall be offered at the SCORE Facility
pursuant to the powers of SCORE and under what terms they shall be offered;
(8) Enter into agreements with third parties for goods and services
necessary to fully implement the purposes of this SCORE Interlocal Agreement;
(9) Establish rates for services provided to members, subscribers or
participating agencies;
(10) Direct and supervise the activities of the Operations Board and the
Facility Director;
(11) Enter into an agreement with a public corporation or otherwise to
incur debt;
(12) Make purchases or contract for services necessary to fully
implement the purposes of this SCORE Interlocal Agreement;
4
(13) Enter into agreements with and receive and distribute funds from
any federal, state or local agencies;
(14) Receive and account for all funds allocated to the SCORE Facility
from its members;
(15) Purchase, take, receive, lease, take by gift, or otherwise acquire,
own, hold, improve, use and otherwise deal in and with real or personal property, or any
interest therein, in the name of the SCORE Facility;
(16) Sell, convey, mortgage, pledge, lease, exchange, transfer and
otherwise dispose of property and assets;
(17) Sue and be sued, complain and defend, in all courts of competent
jurisdiction in its name;
(18) Make and alter bylaws for the administration and regulation of its
affairs;
(19) Enter into contracts with Subscribing Agencies to provide
correctional services;
(20) Employ employees as necessary to accomplish the terms of this
SCORE Interlocal Agreement;
(21) Establish policies and procedures for adding new parties to this
SCORE Interlocal Agreement; and
(22) Engage in any and all other acts necessary to further the goals of this
SCORE Interlocal Agreement.
Section 3. Duration of Agreement.
The initial duration of this SCORE Interlocal Agreement (commencing from
February 25, 2009, the date of the original interlocal agreement relating to SCORE) shall
be for a period of ten (10) years and, thereafter, shall automatically extend for additional
five (5) year periods unless terminated as provided in this SCORE Interlocal Agreement.
Notwithstanding the foregoing, this SCORE Interlocal Agreement shall not terminate until
all Bonds issued by the SCORE Facility Public Development Authority as provided in
Section 15 of this SCORE Interlocal Agreement are no longer outstanding.
Section 4. Withdrawal and Termination.
(a) Subject to Section 4(g) below, any Member City may withdraw its
membership and terminate its participation in this SCORE Interlocal Agreement by
providing written notice and serving that notice on the other Member Cities on or before
5
December 31 in any one-year. After providing appropriate notice as provided in this
Section,that Member City's membership withdrawal shall become effective on the last day
of the year following delivery and service of appropriate notice to all other Member Cities.
(b) Subject to Section 3 above, four(4) or more Member Cities may, at any one
time, by written notice provided to all Member Cities, call for a termination of SCORE and
this SCORE Interlocal Agreement. Upon an affirmative supermajority vote (majority plus
one) by the Administrative 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 SCORE Interlocal Agreement. Upon the final termination date,
this SCORE Interlocal Agreement shall be fully terminated.
(c) Subject to Section 4(g) below, in the event any Member City fails to budget
for or provide its applicable annual funding requirements for SCORE as provided in
Section 15 hereof, the remaining Member Cities may, by majority vote, immediately
declare the underfunding City to be terminated from this SCORE Interlocal Agreement and
to have forfeited all its rights under this SCORE Interlocal Agreement as provided in
Section 4(e). The remaining Member Cities may, at their option, withdraw SCORE's
correctional services from that City, or alternatively, enter into a Subscribing Agency
agreement with that City under terms and conditions as the remaining Member Cities deem
appropriate.
(d) Time is of the essence in giving any termination notice.
(e) If an individual Owner City withdraws its membership in SCORE, the
withdrawing 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.
(f) Upon termination of this SCORE Interlocal Agreement, all property
acquired during the life of this SCORE Interlocal Agreement shall be disposed of in the
following manner:
(1) All real and personal property acquired pursuant to this SCORE
Interlocal Agreement shall be distributed to the Owner Cities based on the Owner
Percentages; and
(2) All unexpected funds or reserve funds shall be distributed based on
the percentage of average daily population at the SCORE Facility for the last three (3)
years prior to the termination date of those Member Cities still existing on the day prior to
the termination date.
(g) Notwithstanding any of the other rights, duties or obligations of any
Member City under this Section 4, the withdrawal of any Owner City from this SCORE
6
Interlocal Agreement shall not discharge or relieve the Owner City that has withdrawn
pursuant to Section 4(a) or been terminated pursuant to Section 4(c) of its obligation to pay
debt service on Bonds issued by the SCORE Facility Public Development Authority. An
Owner City may be relieved of its obligation under this SCORE Interlocal Agreement to
make payments with respect to its Capital Contribution if the Administrative Board, by
supermajority vote (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 Authority.
Section 5. Administrative Board.
(a) Formation. An Administrative Board composed of the Designated
Representative from each Member City shall govern the affairs of SCORE.
(b) Allocation of Votes. Each Board member shall have an equal vote and
voice in all Board decisions.
(c) Voting Requirements. Votes regarding (1) debt; (2)approval of the Budget;
(3)employment of the Facility Director; (4) cost allocations made prior to the issuance of
Bonds; and (5) approval of labor contracts, shall require an affirmative vote of a
supermajority (majority plus one) of the 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 (or other such date as the Administrative Board shall
determine as set forth in its financial policies) of the preceding year.
Votes regarding (1)the conveyance of real property; (2)the addition of additional
services pursuant to this SCORE Interlocal Agreement not directly incidental to
correctional services (such as providing court services); and (3)matters addressed in
Sections 4(b) and (g) and Section 15(d)(2)(iv) of this SCORE Interlocal Agreement, shall
require an affirmative vote of a supermajority(majority plus one)of the Member Cities.
(d) Parliamentary Authority. Unless otherwise provided, Robert's Revised
Rules of Order (newly revised) shall govern all procedural matters relating to the business
of the Administrative Board.
(e) Officers of the Administrative Board. Members of the Administrative
Board shall 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, 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 Officer alone is sufficient to bind SCORE.
(f) Meetings of the Administrative Board. There shall be a minimum of two
(2) meetings each year. Unless otherwise designated by the Presiding Officer, the first
7
meeting shall be held on the second Tuesday of February of each year to review the prior
years' service. The second meeting shall be on the second Tuesday of September of each
year to consider and 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 required by chapter 42.30 RCW.
Prior to January 1, 2020, five (5) members, and from and after January 1, 2020,
four (4) members of the Administrative Board must be present at any meeting of the
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 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 meeting. 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 quorum.
(g) Bylaws. The Administrative Board shall be authorized to establish bylaws
that govern procedures of the Administrative Board and the SCORE Facility's general
operations.
(h) Administrative Board Review. A general or particular authorization or
review and concurrence of the Administrative Board by majority vote shall be necessary
for all capital expenditures or contracts in excess of$50,000.
Section 6. Operations Board; Finance Committee; Other Committees.
(a) Operations Board. There is established an Operations Board which shall be
advisory to the Facility Director, staff and Administrative Board on operational matters of
SCORE. The Administrative Board shall establish the specific purpose and duties of the
Operations Board.
The Operations Board shall consist of up to nine (9) members selected as provided
in this paragraph. One (1) member shall be designated by each of the Member Cities, and
up to three (3) at-large members shall be selected, 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 representatives of the Subscribing Agencies,
then in attendance, will participate in the election. The Member Cities' Operations Board
representatives shall not participate in the at-large member elections. The at-large
members shall serve one-year terms, unless otherwise determined by majority vote of the
Operations Board. Each member of the Operations Board shall have an equal vote in all
Operations Board decisions. The Operations Board shall be authorized to establish bylaws
and/or procedures that govern its operations. The Operations Board shall elect a presiding
officer from its members and shall determine the time and place of its meetings. All
meetings shall be open to the public if and to the extent required by chapter 42.30 RCW.
8
(b) Finance Committee. There is established a Finance Committee, which shall
be advisory to the Facility Director, staff and Administrative Board on finance matters of
SCORE. The Administrative Board shall establish the specific purpose and duties of the
Finance Committee. The Finance Committee shall consist of the finance directors or
managers of each of the Member Cities. Each member of the Finance Committee shall
have an equal vote in all Finance Committee decisions. The Finance Committee shall be
authorized to establish bylaws and/or procedures that govern its operations. The Finance
Committee shall elect a presiding officer from its members and shall determine the time
and place of its meetings. All meetings shall be open to the public if and to the extent
required by chapter 42.30 RCW.
(c) Standing or Temporary Committees. The Administrative Board may, from
time to time, establish permanent and/or temporary committees to assist in its operations
and operations of the SCORE Facility.
Section 7. Facility Director.
Day to day operations of SCORE and the SCORE Facility shall be administered by
a Facility Director, who shall be appointed by the Administrative Board after receiving the
recommendation of the Operations Board. The Administrative Board may accept or reject
the Operations Board recommendation. Such Facility Director shall be responsible to the
Administrative Board, shall develop the Budget in consultation with the Operations Board
and shall take other appropriate means in order to fully implement the purposes of this
SCORE Interlocal Agreement. The Facility Director shall administer SCORE and the
SCORE Facility in its day-to-day operations consistent with the 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 merit only.
Section 8. Personnel Policies.
(a) The Operations Board shall from time to time submit proposed personnel
policies or proposed amendments to existing personnel policies to the Administrative
Board for their approval, rejection or modification. All of such modifications or revisions
shall be subject to the final approval of the Administrative Board.
(b) Such personnel policies shall provide for the initial appointment to the
SCORE Facility's staff from the personnel presently,permanently appointed or assigned as
corrections 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 emergency service, but may be eligible for membership under the Public
Employees Retirement Systems (PERS), or Public Safety Employees Retirement System
(PSERS), as provided by law.
9
Section 9. Budget,Policies and Operations.
(a) The Facility Director shall distribute a proposed Budget to the Operations
Board on or before August 1 of each year, which Budget, including any amendments by
the Operations Board thereto, shall then be provided to the Administrative 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 Budget, and of the required financial
participation for the ensuing year.
(b) The Administrative Board shall develop financial policies for SCORE as
part of 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 Maintenance and Operation, (3)the process for allocating
unexpended amounts paid by the Member Cities for Costs of Maintenance and Operation
and assessing the Member Cities in the event of cost overruns, (4) establishing and
maintaining reserve accounts, if any, and (5) the process for adding a new party to this
SCORE Interlocal Agreement.
(c) The allocation of prorated financial participation among the Member Cities
shall 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 SCORE
Interlocal Agreement.
Section 10. Contracts and Support Services.
(a) The Administrative Board (or the Operations Board or the Facility Director,
if so designated by the Administrative Board) shall, as necessary, contract with local
governments for the use of space for its operations, auxiliary services including but not
limited to records, payroll, accounting, purchasing, and data processing, and for staff prior
to the selection of a Facility Director for the SCORE Facility.
(b) The Member Cities hereby agree to furnish legal assistance, from time to
time, as 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 11. Policy and System Evaluation.
The Facility Director shall actively and continually consider and evaluate all means
and opportunities toward the enhancement of operations effectiveness for correctional
services so as 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
10
Board from time to time. Any substantive change or deviation from established policy
shall be subject to the prior approval of the Administrative Board.
Section 12. Additional Services Authorized.
The Administrative Board shall evaluate and determine the propriety of including
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 services may include, but shall not be limited to the following: alternatives to
incarceration, inmate transportation systems, and consolidated court services.
Section 13. Inventory and Property.
(a) Equipment and furnishings for the operation of the SCORE Facility shall be
acquired by SCORE as provided by law. If any Member City furnishes equipment or
furnishings for SCORE's use, title to the same shall remain with the respective local entity
unless that equipment is acquired by SCORE.
(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 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 governmental entity and all other items, including real property,
or funds derived from the sale thereof, shall be distributed in accordance with Section 4(f)
above.
(c) Title to real property purchased or otherwise acquired shall be held in the
name of 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 the Administrative Board.
Section 14. Local Control.
Each Member City and Subscribing Agency shall retain the responsibility and
authority for the operation of its police departments, and for such equipment and services
as are required at its place of operation to utilize the SCORE Facility.
Section 15. SCORE Facility Financing and Construction; SCORE Facility
Public Development Authority.
(a) SCORE Facility. In order to provide necessary services for the Member
Cities and the Subscribing Agencies, SCORE has and/or shall acquire, construct, improve,
equip, maintain and operate the SCORE Facility. The SCORE Facility is currently located
in the City of Des Moines, Washington.
11
(b) Contracts for the SCORE Facility. The Administrative Board shall
authorize, and the Presiding Officer of the Administrative Board, or his or her approved
designee, will execute contracts for the development, improvement and maintenance of the
SCORE Facility. These contracts may include, without limitation, contracts for
architectural design and engineering, project management services, real estate acquisition,
and construction.
(c) SCORE Facility Public Development Authority. In order to finance and
refinance costs of acquiring, constructing, improving and equipping the SCORE Facility,
the City of Renton has chartered 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, construction, improvement and equipping of the SCORE
Facility and for any other SCORE purpose. The Administrative Board shall 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
SCORE Facility Public Development Authority, Bond proceeds shall be deposited on
behalf of SCORE and used for the purposes set forth herein. SCORE shall be obligated to
make 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 Facility Public Development Authority.
(d) SCORE Facility Financing.
(1) Capital Contributions. Each Owner City shall be obligated to pay
an amount equal to its Capital Contribution without regard to the payment or lack thereof
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
for and pay its Capital Contribution. The obligation of each Owner City to pay its Capital
Contribution shall be an irrevocable full faith and credit obligation of such Owner City,
payable from property taxes levied within the constitutional and statutory authority
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 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
Contribution for so long as Bonds remain outstanding, unless relieved of such payment in
accordance with Section 4(g). Each Owner City's obligation to pay the Capital
Contribution shall not be contingent on the receipt of any revenues from other sources,
including but not limited to Subscribing Agencies or any Member Cities.
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
prepayment of one or more Owner Cities shall not affect the Capital Contribution of the
12
remaining Owner Cities. Any Owner City that elects to prepay its Capital Contribution
shall be responsible for paying all costs associated with such prepayment.
(2) Costs of Maintenance and Operation. Subject to the terms of the
financial policies established by the Administrative Board, each Member City shall be
obligated to pay its allocable portion of Costs of Maintenance and Operation of the
SCORE Facility, including any debt issued to finance such costs, as determined in this
subsection.
(i) Until the end of the first calendar year of operations of the
SCORE Facility (estimated to be December 31, 2012), the allocable portion that
each Member City shall be obligated to pay of Costs of Maintenance and Operation
in such year shall be equal to the Member City's 2007 average daily population in
all correctional facilities (as provided in the SCORE financial policies) multiplied
by the Costs of Maintenance and Operation.
(ii) Commencing with the calendar year following the first
calendar year of operations, the 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 population in the SCORE Facility, as supplemented
as necessary with the average daily population allocable to the Member Cities in all
correctional facilities, for the 12-month period ending June 30 of the preceding
year.
(iii) Commencing with the third calendar year of operations, the
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
population in the SCORE Facility for the 12-month period ending June 30 (or other
such date as the Administrative Board shall determine as set forth in its financial
policies) of the preceding year.
(iv) Commencing with the calendar year beginning January 1,
2020, the allocable portion that each Member City shall be obligated to pay of
Costs of Maintenance and Operation shall either (A) be based on the Member
City's average daily population in the SCORE Facility for the 12-month period
ending June 30 (or other such date as the Administrative Board shall determine as
set forth in its financial policies) of the preceding year, or (B)be based on the
methodology approved by an affirmative vote of a supermajority (majority plus
one) of the Member Cities.
(e) Billing and Allocation of Revenues. Each Member City shall be billed for
its Capital Contribution and its portion of Costs of Maintenance and Operation, as
applicable, on a semiannual basis, or more frequently as determined by the Administrative
Board, calculated as provided above. Revenues received in a calendar year from
13
Subscribing Agencies or from sources other than the contributions described above shall
be allocated among the Member Cities either as set forth in the SCORE financial policies
or as follows: (i) each Member City shall receive a credit against its obligation to pay
Costs of Maintenance and Operation based on that Member City's proportional average
daily population as calculated as provided above, and (ii) each Owner City shall receive a
credit against its Capital Contribution based on that Owner City's proportional Owner
Percentage.
(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 Authority within the corporate limits of the City of Des Moines in a manner
consistent with the terms of this SCORE Interlocal Agreement.
(g) Tax-Exemption. The Member Cities shall not (1)make any use of the
proceeds from the sale of Bonds issued on a tax-exempt basis 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 such Bonds pursuant to Section 148(a) of the Code
that will cause such Bonds 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 cause such Bonds to be
considered obligations not described in Section 103(a)of the Code.
(h) Additional Financing. Notwithstanding anything to the contrary in this
SCORE Interlocal Agreement, bonds, notes or other evidences of borrowing may be issued
from time to time by the 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 SCORE Facility on terms as agreed upon by the
parties thereto.
(i) 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. 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 facilities subject to unique standards. Accordingly,
based on the facts presented in this subsection, it is hereby resolved that the established
policy of the Member Cities is that the SCORE Facility constitutes a "special facility"
under RCW 39.04.280(1)(b), and all purchases of any kind or nature for the SCORE
Facility shall be exempt from competitive bidding requirements as prescribed by
Washington State statute but shall be governed by the procurement policy established by
the Administrative Board as amended from time to time.
14
Section 16. Compliance with Continuing Disclosure Requirements.
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 underwriter or remarketing agent for the Bonds, each Owner City will enter
into an undertaking in a form acceptable at the time to the participating underwriter or
remarketing agent, as the case may be.
Section 17. Miscellaneous.
(a) Interlocal Agreement. The Member Cities agree:
(1) This SCORE Interlocal Agreement is intended to create a separate
administrative entity within the meaning of RCW 39.34.030(3) and not a "joint board"
within the meaning of RCW 39.34.030(4)(a);
(2) The Designated Representative of each Member City is appointed as
the "administrator" within the meaning of RCW 39.34.030(4)(a) responsible for
administering the Member City's rights and duties set forth in this SCORE Interlocal
Agreement; and
(3) The Parties will file or post this Agreement as required by
RCW 39.34.040.
(b) Governing Law. This SCORE Interlocal Agreement shall be governed by
and construed in accordance with the laws of the State of Washington. If any dispute
arises between the Member Cities under any of the provisions of this SCORE Interlocal
Agreement, resolution of that dispute shall be available only through the jurisdiction,
venue and rules of the King County Superior Court, King County, Washington.
(c) Non-Waiver of Breach. The failure of any Member City to insist upon
strict performance of any provision of this SCORE Interlocal Agreement or to exercise any
right based upon a breach thereof or the acceptance of any performance during such breach
shall not constitute a waiver of any right under this SCORE Interlocal Agreement.
(d) Compliance with all Laws. SCORE and the Member Cities shall comply
with all federal, state and local laws, rules, regulations, resolutions and ordinances
applicable to the performance of this SCORE Interlocal Agreement.
(e) Continuation of Performance. In the event that any dispute or conflict
arises between the Member Cities while this SCORE Interlocal Agreement is in effect, the
Member Cities hereto agree that, notwithstanding such dispute or conflict, they shall
continue to make a good faith effort to cooperate and continue work toward successful
completion of assigned duties and responsibilities.
15
Section 18. Severability.
If any part, paragraph, section or provision of this SCORE Interlocal Agreement is
adjudged to be invalid by any court of competent jurisdiction such adjudication shall not
affect the validity of any remaining section, part or provision of this SCORE Interlocal
Agreement.
Section 19. Effective Date; Amend and Replace Original Interlocal
Agreement.
This SCORE Interlocal Agreement shall become effective on
2019, the date of defeasance (the "Effective Date") of all of the outstanding 2009 SCORE
Bonds. On the Effective Date, this SCORE Interlocal Agreement shall amend and restate,
in its entirety, the Amended and Restated SCORE Interlocal Agreement effective
October 1, 2009.
Section 20. Federal Way Refunding Bonds; Agreement Between SCORE
and Federal Way.
The City of Federal Way("Federal Way") and SCORE will enter into an agreement
(the "SCORE/Federal Way Agreement") to be dated the date of defeasance of all of the
outstanding 2009 SCORE Bonds. Pursuant to the SCORE/Federal Way Agreement:
(a) Federal Way acknowledges that the parties hereto will enter into this SCORE Interlocal
Agreement; (b) until the effective date of its withdrawal from SCORE (December 31,
2019), Federal Way will be considered a "Member City" for purposes of this SCORE
Interlocal Agreement, but shall not be considered an "Owner City" and shall not in any
way be responsible for paying any share of any Bonds or other debt obligations of SCORE
or the SCORE Facility Public Development Authority; (c) Federal Way agrees to issue
bonds and to use the proceeds thereof to repay its capital contribution with respect to the
2009 SCORE Bonds (the "Federal Way Refunding Bonds"); and (d) for as long as the
Federal Way Refunding Bonds, and any bonds issued to refund such bonds, issued on a
tax-exempt basis are outstanding (which as of their date of issuance are scheduled to
mature on January 1, 2039), SCORE covenants that it will not provide to nongovernmental
persons special legal entitlements to use the SCORE Facility in a manner that will
adversely impact the tax-exempt status of any such bonds. SCORE shall monitor the use
of the SCORE Facility to ensure that it complies with the terms of the SCORE/Federal
Way Agreement for so long as such Federal Way Refunding Bonds, or any bonds issued to
refund such bonds, are outstanding. The parties hereto approve SCORE entering into the
SCORE/Federal Way Agreement.
Section 21. Termination of Host City Agreement.
Pursuant to Section 5 of the Host City Agreement, the parties hereto agree that the
Host City Agreement shall terminate as of the Effective Date of this SCORE Interlocal
16
Agreement. As of the Effective Date of this SCORE Interlocal Agreement, Des Moines
shall be an Owner City of SCORE with the same rights and privileges as the other Owner
Cities as provided herein.
Section 22. Execution and Amendment.
This SCORE Interlocal Agreement shall be executed on behalf of each party hereto
by its Designated Representative, or other authorized officer, and pursuant to an
appropriate motion,resolution or ordinance of such party.
This SCORE 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 party hereto and pursuant to an
appropriate motion, resolution or ordinance of such party. Notwithstanding the foregoing,
so long as the Bonds are outstanding, any such amendment, in the opinion of the SCORE
Facility Public Development Authority or its counsel, shall not materially adversely affect
the owners of the Bonds or affect the tax-exempt status of the interest paid on the Bonds.
Section 23. Third Party Beneficiaries.
The SCORE Facility Public Development Authority and the holders from time to
time of the Bonds shall be third party beneficiaries hereof and the commitments made in
Section 15 herein shall be for their further benefit.
Section 24. Hold Harmless.
The parties to this SCORE Interlocal Agreement shall defend, indemnify and save
one another harmless from any and all claims arising out of the performance of this
SCORE Interlocal 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,
Finance Committee, Facility Director and or staff, while acting within the scope of their
authority under this SCORE Interlocal Agreement shall be borne by SCORE exclusively.
17
Section 25. Counterparts
This SCORE Interlocal Agreement may be executed in any number of counterparts,
each of whom shall be an original, but those counterparts will constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this SCORE Interlocal
Agreement as of the day and year first written above.
[execution pages to follow]
18