HomeMy WebLinkAboutCity of Auburn Interlocal Amended 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 Zace k,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 6
Section 6. Operations Board; Finance Committee; Other Committees 8
Section 7. Facility Director....,..:. ......... ......... ...... ...................: ......... .:....... ......... . ..: 8
Section 8. Personnel Policies 9
Section 9. Budget, Policies and Operations 9
Section 10. Contracts and Support Services 10
Section 11. Policy and System Evaluation 10
Section 12. Additional Services Authorized 10
Section 13. Inventory and Property 10
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 14
Section 17. Miscellaneous 14
Section 18. Severability 15
Section 19. Effective Date; Amend and Replace Original Interlocal Agreement 15
Section 20. Federal Way Refunding Bonds; Agreement Between SCORE Facility Public
Development Authority and Federal Way 15
Section 21. Termination of Host City Agreement 15
Section 22. Execution and Amendment 16
Section 23. Third Party Beneficiaries 16
Section 24. Hold Harmless 16
Section 25. Counterparts..... ......... ......... ......... ....... ........... 16
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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 a.s 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.
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"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.
(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
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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;
(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;
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(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 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
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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 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.
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(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 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.
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(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.
(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
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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.
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.
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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 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
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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.
(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
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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 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
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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 Subscribing Agencies or from
sources other than the contribution s 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.
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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.
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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 SCOREFacility
Public Development Authority and Federal Way.
The City of Federal Way ("Federal Way") and the SCORE Facility Public Development
Authority will enter into an agreement (the "SCORE/Federal Way Agreement") to be dated no
later than 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), the SCORE
Facility Public Development Authority 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. The SCORE Facility Public Development
Authority shall monitor the use of the SCORE Facility to ensure compliance 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 the SCORE
Facility Public Development Authority 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 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.
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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.
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.
[execution pages to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this SCORE Interlocal
Agreement as of the Effective Date.
CITY OF AUBURN
rr:
Y:
CITY OF BURIEN
By:
CITY OF DES MOINES
By:
CITY OF SEATAC
By:
CITY OF RENTON
By:
CITY OF TUKWILA
By:
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