HomeMy WebLinkAboutReg 2008-12-15 Item 7B - Ordinance - Interlocal Agreement with South Correctional Entity Facility (SCORE)CAS NUMBER 08-159
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Comments.
lftg Date 12/8/08 lftg Date
EXPI .NDITURE RI TRIO
MTG. DATE
12/08/08
12/15/08
COUNCIL AGENDA SYNOPSIS
Aleeti Date 1 Prepared by 1 Mayor's review Council review
12/08/08 1 RB .A
12/15/08 1 RB
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ITEM INFORMATION
AMOUNT BUDGETED
ORIGINAL AGENDA DATE: DECEMBER 8, 2008
AC; ENDA I ►EMTrr►.►. South Correctional Entity (S.C.O.R.E.) Interlocal Agreement
C.\Ti •:c; ()Ry Discussion Motion Resolution Ordinance Bid Award Public Hearing Other
Altg Date Mfg Date 12 /15 /08 1-Itg Date "Ills Date ill g Date
SPONSOR Council Mayor 1 1 Adm Svcs n DCD Finance L( Fire n Legal P &R Police PlV
SPONSOR'S
SU \I \RY
The cities of Auburn, Federal Way, Des Moines, Renton, Burien, SeaTac and Tukwila
(Member Cities) recognize there is a public need for a new correctional facility to serve the
South King County region and to provide correctional services at a lower total cost to the
Member Cities. The Council is being asked to pass an ordinance authorizing the Mayor to
enter into an interlocal agreement relating to the S.C.O.R.E. facility and formation of the
S.C.O.R.E. Development Authority.
COW Ivitg I 1 CA &P Cmte F &S Cmte Transportauon Cmte
Utihties Cmte Arts Comm. 1 I Parks Comm. Planning Comm.
DATE: 12/2/08
RECOMMENDATIONS:
SPONSOR /ADmIN. Authorize the Mayor to sign the agreement
COMMITTEE Unanimous Approval; Forward to Committee of the Whole
COST IMPACT FUND SOURCE
MTG. DATE 1 RECORD OF COUNCIL ACTION
12/08/08 Forward to next Regular Meeting
1
ATTACHMENTS
Informational memorandum dated 11/12/08
Ordinance in draft form
Interlocal Agreement
City of Renton Ordinance
Charter of the Authority
Bylaws of the Authority
Minutes of the Finance and Safety Committee Meeting of 12/2/08
Ordinance in final form, with attached Interlocal Agreement
ITEM No.
APPROPRIATION REQUIRED
City of Tukwila
Washington
Ordinance No.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, AUTHORIZING THE EXECUTION OF AN INTERLOCAL
AGREEMENT RELATING TO THE SOUTH CORREC.IIONAL ENTITY
FACILITY AND THE FORMATION OF THE SOUTH CORRECTIONAL
ENTITY FACILITY DEVELOPMENT AUTHORITY; PROVIDING FOR
SEVERABILTTY AND ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, the City of Tukwila, 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, the City currently contracts with other local governments within the
State of Washington for correctional services at a great expense to the City; 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, the Cities of Auburn, Federal Way, Des Moines, Renton, Burien,
SeaTac, and Tukwila, Washington (the "Member Cities recognize and find that there
is a public need for a new correctional facility to serve the South King County region
and to provide correctional services at a lower total cost to the participating Member
Cities than currently available alternatives or than the participating Member Cities
could individually provide; and
WHEREAS, the Member Cities now desire to enter into an interlocal agreement
(the "Interlocal Agreement to form a governmental administrative agency known as
the South Correctional Entity "SCORE to establish and maintain a consolidated
correctional facility (the "SCORE Facility") to serve the Member Cities and federal and
state agencies and other local governments that may contract with SCORE in the future
to provide correctional services essential to the preservation of the public health, safety
and welfare; and
WHEREAS, the Member Cities are considering the formation of a public
corporation for the purpose of issuing and servicing bonds that are secured by the full
faith and credit of the Member Cities in order to provide for the financing of the SCORE
Facility; and
WHEREAS, the City of Renton, Washington, has agreed to act as the host city for
the formation of the public corporation, subject to the approval of each Member City;
and
WHEREAS, the establishment and maintenance of the SCORE Facility will be of
substantial benefit to the Member Cities and the public in general;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
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Section 1. Approval of Interlocal Agreement. The Mayor of the City is hereby
authorized to execute the Interlocal Agreement with the Cities of Renton, Auburn,
Federal Way, Des Moines, Burien, and SeaTac, Washington, substantially in the form as
attached hereto as Exhibit A and incorporated herein by this reference (the "Interlocal
Agreement for the_creation of a governmental administrative agency pursuant to
RCW 39.34.030(3) to be known as the South Correctional Entity "SCORE The Mayor
and other appropriate officers of the City are authorized and directed to take any and
all such additional actions as may be necessary or desirable to accomplish the creation
of SCORE.
Section 2. Approval of Formation of the Authority. Pursuant to Chapter 3934
RCW and RCW 35.21.730 through RCW 35.21.755, the City hereby approves the
creation of a public corporation by the City of Renton to be designated as the South
Correctional Entity Facility Public Development Authority (the "Authority"). The
purpose of the Authority is to provide an independent legal entity under State law to
issue debt to finance and refinance the acquisition, construction, improvement and
equipping of a correctional facility (the "SCORE Facility"). Such debt may be issued in
one or more series, may be in the form of bonds, notes or other evidences of
indebtedness to provide interim and permanent financing for the SCORE Facility and
thereafter, to finance or refinance equipment, completion, expansion and other capital
improvements essential to maintain the SCORE Facility's functionality. Such bonds,
notes, and other evidences of indebtedness are collectively referred to herein as the
"Bonds." The proposed form of ordinance to be considered by the City Council of the
City of Renton, along with the Charter and the Bylaws of the Authority, drafts of which
are attached hereto, as Exhibits B, C and D, respectively, are hereby approved. The City
Council hereby approves the formation by the City of Renton of the Authority by the
approval of such ordinance, Charter and Bylaws substantially in the forms presented to
this Council.
Section 3. Limited Liability; Independent Obligations. The Authority shall be an
independent legal entity exclusively responsible for its own debts, obligations and
liabilities. All liabilities incurred by the Authority shall be satisfied exclusively from the
assets and credit of the Authority. No creditor or other person shall have any recourse
to the assets, credit, or services of the City on account of any debts, obligations,
liabilities, acts, or omissions of the Authority.
Section 4. City Contributions to Operations and Bonds.
A. The Member Cities shall pay an allocable portion of the budgeted expenses of
maintenance and operation of the SCORE Facility not paid from other sources, which
allocable portion shall be determined as provided in the Interlocal Agreement. In
addition to the foregoing commitment, each Member City shall contribute funds in the
percentages provided for in the Interlocal Agreement, which for the City is equal to 8
to pay debt service on Bonds as the same shall become due and payable and to pay
administrative expenses of the Authority with respect to the Bonds (the "Capital
Contribution The authorization contained in this ordinance is conditioned upon the
issuance of Bonds not exceeding the aggregate principal amount of $100 million (not
including any bonds or notes to be refunded with proceeds of such Bonds) without
obtaining additional Council approval.
B. No Member City shall be obligated to pay the Capital Contribution of any
other Member City; the obligations of the City with respect to the Bonds shall be limited
to its 8% allocable share of such obligations; all such payments shall be made by the
City without regard to the payment or lack thereof by any other jurisdiction; and each
Member City shall be obligated to budget for and pay its Capital Contribution unless
relieved of such payment in accordance with the Interlocal Agreement. All payments
with respect to the Bonds shall be made to SCORE in its capacity as administrator and
servicer of the Bonds to be issued by the Authority The obligation of the City to pay its
Capital Contribution shall be an irrevocable full faith and credit obligation of the City,
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payable from property taxes levied within the constitutional and statutory authority
provided without a vote of the electors of the City on all of the taxable property within
the City and other sources of revenues available therefore. The City hereby obligates
itself and commits to budget for and pay its Capital Contribution and to set aside and
include in its calculation of outstanding non -voted general obligation indebtedness an
amount equal to the principal component of its Capital Contribution for so long as
Bonds remain outstanding.
Section 5. Preliminary Costs; Reimbursement. The City is hereby authorized to
finance costs associated with the design, acquisition, construction, improvement and
equipping of the SCORE Facility prior to the issuance of Bonds by the Authority
pursuant to the terms of the Interlocal Agreement. Pursuant to U.S. Treasury
Regulation Section 1.150 -2(e), the City reasonably expects to be reimbursed for such
expenditures with proceeds of Bonds issued by the Authority. The maximum principal
amount of Bonds expected to be issued for the SCORE Facility described in Section 2 is
$100 million.
Section 6. Severability. If any section, subsection, paragraph, sentence, clause or
phrase of this ordinance or its application to any person or situation should be held to
be invalid or unconstitutional for any reason by a court of competent jurisdiction, such
invalidity or unconstitutionality shall not affect the validity or constitutionality of the
remaining portions of this ordinance or its application to any other person or situation.
Section 7. Effective Date. This ordinance or a summary thereof shall be published
in the official newspaper of the City, and shall take effect and be in full force five days
after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON,
at a Regular Meeting thereof this day of 2008.
AI hST /AUTHENTICATED:
Christy O'Flaherty, CMC, City Clerk
APPROVED AS TO FORM BY
City Attorney's Office
Jim Haggerton, Mayor
Filed with the City Clerk:
Passed by the City Council.
Published:
Effective Date:
Ordinance Number:
Attachment Exhibit A Interlocal Agreement
Exhibit B Proposed City of Renton Ordinance
Exhibit C Charter of the Authority
Exhibit D Bylaws of the Authority
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SCORE INTERLOCAL AGREEMENT
Exhibit A
THIS AGREEMENT is entered into this 2008 by and among the Cities
of Auburn, Des Moines, Federal Way, Renton, Tukwila, Burien and SeaTac, Washington (the
"Member Cities all of which are municipal corporations under the laws and statutes of the
State of Washington:
RECITALS:
WHEREAS, the Member Cities are authorized by chapter 70.48 RCW to contract for,
establish and maintain correctional facilities in furtherance of public safety and welfare; and
WHEREAS, the Member Cities currently contract with other local governments within
the State of Washington for correctional services at a great expense to the City; and
WHEREAS, chapter 39.34 RCW, the Interlocal Cooperation Act, authorizes
municipalities in Washington to enter into agreements for the joint undertaking of certain
projects as provided therein; and
WHEREAS, the Member Cities now desire to form a governmental administrative
agency pursuant to RCW 39.34.030(3) known as the South Correctional Entity "SCORE to
establish and maintain a consolidated correctional facility (the "SCORE Facility to serve the
Member Cities and federal and state agencies and other local governments that may contract with
SCORE in the future to provide correctional services essential to the preservation of the public
health, safety and welfare; and
WHEREAS, the Member Cities have determined that the SCORE Facility will provide
improved correctional facilities within the boundaries of the consolidated service areas at a lower
total cost to the participating Member Cities than currently available alternatives or than the
participating Member Cities could individually provide; and
WHEREAS, financing for the acquisition, construction, equipping, and improvement of
the SCORE Facility will be provided by bonds issued by a public corporation created in
accordance with this Agreement and pursuant to RCW 35.21.730 through 35.21.755 and secured
by the full faith and credit of the Member Cities; and
WHEREAS, the City of Renton has agreed to act as the host city for the formation of a
public corporation to be known as the South Correctional Entity Facility Public Development
Authority (the "SCORE Facility Public Development Authority subject to the approval of each
Member City; and
WHEREAS, the establishment and maintenance of the SCORE Facility will be of
substantial benefit to the Member Cities and the public in general;
NOW THEREFORE, it is hereby agreed and covenanted among the undersigned as
follows:
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Section 1. 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 initially consist of the Cities of Auburn, Des Moines, Federal
Way, Renton, Tukwila, Burien and SeaTac, Washington (the "Member Cities
(b) Powers of SCORE. SCORE shall have the power to acquire, construct, own,
operate, maintain, equip, and improve a correctional facility (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 federal and state agencies as
well as other municipal corporations "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 govemed by an
administrative board (the "Administrative Board fowled pursuant to Section 4 of this
Agreement. The Administrative Board shall have the authority to:
1. Recommend action to the legislative bodies of the Member Cities;
2. Establish a budget 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 and under
what teinis they shall be offered;
8. Enter into agreements with third parties for goods and services necessary
to fully implement the purposes of this Agreement,
9. Establish rates for services provided to members, subscribers or
participating agencies;
10. Direct and supervise the activities of the operations board created pursuant
to Section 5 and the facility director selected pursuant to Section 6;
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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 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;
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 teens of this
Agreement; and
21. Engage in any and all other acts necessary to further the goals of this
Agreement.
Section 2. Duration of Agreement
The initial duration of this Agreement shall be for a period of ten (10) years from its
effective date and, thereafter, shall automatically extend for additional five (5) year periods
unless terminated as provided in this Agreement. Notwithstanding the foregoing, this Agreement
shall not terminate until all bonds or other obligations issued by the South Correctional Entity
Facility Public Development Authority (the "SCORE Facility Public Development Authority
as provide in Section 14 of this Agreement are no longer outstanding.
Section 3. Withdrawal and Termination
(a) Subject to Section 3(g) below, any Member City may withdraw its membership
and terminate its participation in this 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
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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 2 above, four (4) or more Member Cities may, at any one time,
by written notice provided to all Member Cities, call for a complete termination of SCORE and
this Agreement. Upon an affirmative supeimajority 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 teiininate this
Agreement. Upon the final termination date, this Agreement shall be fully terminated.
(c) Subject to Section 3(g) below, in the event any Member City fails to budget and
provide the required annual funding requirements for SCORE as provided in Section 14 hereof,
the remaining Member Cities may, by majority vote, immediately declare the underfunding City
to be terminated from this Agreement and to have forfeited all its rights under this Agreement as
provided in Section 3(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 Member 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 Agreement, all property acquired during the life of this
Agreement shall be disposed of in the following manner:
1. All real and personal property acquired pursuant to this Agreement shall
be distributed to the Member Cities based on the Base Percentages (as defined in
Section 14); 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 teiniination date of those Member Cities still existing on the day
prior to the teiuiination date.
(g) Notwithstanding any of the other rights, duties or obligations of any Member City
under this Section 3, the withdrawal of any Member City from this Agreement shall not
discharge or relieve the Member City that has withdrawn pursuant to Section 3(a) or been
terminated pursuant to Section 3(c) of its obligation to pay debt service on the bonds issued by
the SCORE Facility Public Development Authority. A Member City may be relieved of its
obligation under this Agreement to make payments with respect to its Capital Contribution (as
defined in Section 14) if the Administrative Board, by supermajority vote (majority plus one),
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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 4. Administrative Board
(a) Formation. An Administrative Board composed of the Mayor or his or her
designee 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 debt, approval of the budget, employment
of the Facilities Director, and approval of labor contracts shall require an affirmative vote of a
supennajority (majority plus one) of the Member Cities, two (2) of which shall have the highest
and the second highest average daily population at the SCORE Facility calculated at the time of
the vote.
(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 majonty of
the Administrative Board may deteimine. 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, and not less than fifteen (15) days notice shall be given to all members prior
to any such meeting. Unless otherwise designated by the Presiding Officer, the first meeting
shall be held on the second Tuesday of February of each year to review the prior year's service.
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.
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 that Board and the SCORE Facility's general operations.
(h) Administrative Board Review. A general or particular authonzation 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 5. Operations Board
(a) Formation. There is further established an operations board (the "Operations
Board which shall consist of the Police Chief of each Member City or his or her designee.
Additionally, the Police Chiefs of the Subscribing Agencies shall, by majority vote, elect up to
two (2) at -large member to represent the police departments of the Subscribing Agencies. At the
time set for election of the at -large members, only the Subscribing Agencies representatives, 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.
The purpose and duties of the Operations Board shall be established by the Administrative
Board.
(b) Voting and Meetings of the Operations Board. Each Operations Board member
shall have an equal vote in all Operations Board decisions. The Operations Board shall be
authorized to establish bylaws that govern its procedures. Unless otherwise provided, Robert's
Revised Rules of Order shall govern all procedural matters relating to the business of the
Operations Board. The Operations Board shall elect a Presiding Officer from its members and
shall likewise determine the time and place of its meetings, at least one (1) regular meeting shall
be held each month at a time and place designated by the Presiding Officer or a majonty of its
members, Special meetings may be called by the Presiding Officer or any two (2) members
upon giving all other members not less than 24 hours prior written notice (electronic or facsimile
notice acceptable). In an emergency, the Operations Board may dispense with written notice
requirements for special meetings, but must, in good faith, implement best efforts to provide fair
and reasonable notice to all of the Operations Board Members. All meetings shall be open to the
public to the extent required by chapter 42.30 RCW.
Five (5) members of the Operations Board must be present at any meeting of the
Operations Board to comprise a quorum, and for the Operations Board to transact any business.
Proxy voting shall not be allowed. Members of the Operations 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 Operations 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.
Section 6. Facility Director.
Not later than one hundred eighty (180) days prior to the completion of the SCORE
Facility, the Operations Board shall recommend to the Administrative Board a person to act as
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the Facility Director (the "Director The Administrative Board may accept or reject the
Operations Board recommendation. Such Director shall be responsible to the Administrative
Board, shall advise same from time to time on a proposed budget and other appropriate means in
order to fully implement the purposes of this Agreement. The Director shall administer the
program in its day -to -day operations consistent with the policies adopted by the Administrative
Board. Such Director shall have experience in technical, financial and administrative fields, and
such appointment shall be on the basis of merit only.
Section 7. Personnel Policy
(a) The Operations Board shall submit to the Administrative Board within one
hundred eighty (180) days prior to the completion of the SCORE Facility, a proposed personnel
policy for the SCORE Facility for its approval, rejection or modification. All of such
modifications or revisions shall be subject to the final approval of the Administrative Board.
(b) Such personnel policy shall provide for the initial appointment to the SCORE
FaciIity's staff from the personnel presently, peimanently appointed or assigned as corrections
officers in the Member Cities. Additional employees shall be appointed by the 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 8. Operations and Budget
(a) The Director shall distribute a proposed budget to the Operations Board on or
before August 1 of each year, which said budget 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 proposed budget, and of the required financial
participation for the ensuing year.
(b) The allocation of prorated financial participation among the Member Cities shall
be calculated as provided in Section 14 hereof. Each Member City shall be unconditionally
obligated to provide its allocable share of costs as provided in this Agreement.
Section 9. Contracts and Support Services
(a) The Administrative Board (or the Operations Board or the 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 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.
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Section 10. Policy and System Evaluation
The 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 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 11. 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 12. 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 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 to Member Cities in accordance with Section 3(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 supeimajority vote (majority plus one) of
the Administrative Board.
Section 13. Local Control
Each Member City and Subscribing Agency shall retain the responsibility and authority
for the operation of its police depaitments, and for such equipment and services as are required at
its place of operation to utilize the SCORE Facility.
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Section 14. SCORE Facility Fnnancinu 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 shall acquire, construct, improve, equip, maintain and
operate the SCORE Facility. The SCORE Facility is expected to be located in the City of Des
Moines, Washington. Pursuant to RCW 35.21.740, the City of Des Moines 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
Agreement.
(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 of the SCORE Facility. These contracts shall 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 costs of
acquiring, constructing, improving and equipping the SCORE Facility, the City of Renton has
agreed to form a public corporation pursuant to RCW 35.21.730 through 35.21.755 known as the
South Correctional Entity Facility Public Development Authority. The purpose of the SCORE
Facility Public Development Authority is to issue debt to finance and refinance the acquisition,
construction, improvement and equipping of the SCORE Facility. Such debt may be issued in
one or more series, may be in the foriii of bonds, notes or other evidences of indebtedness to
provide interim and peinianent financing for the SCORE Facility and thereafter, to finance or
refinance equipment, completion, expansion and other capital improvements essential to
maintain the SCORE Facility's functionality. Such bonds, notes, and other evidences of
indebtedness are collectively referred to herein as the "Bonds." The Administrative Board shall
serve ex officio as the Board of Directors of the SCORE Facility Public Development Authority
as further provided in the Authonty'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 as a first priority and pledge of the revenues of SCORE.
(d) SCORE Facility Financing. The Member Cities shall each pay an allocable
portion of all aggregate capital and operating costs related to the SCORE Facility, less revenue
received from Subscribing Agencies or other sources, as provided in this Agreement. Each
Member City shall be billed for its total allocable capital and operating costs on a semiannual
basis, or more frequently as determined by the Administrative Board, calculated as provided for
in this Section.
(1) Capital Contribution. Each Member City shall be obligated to pay an
amount equal to its Base Percentage multiplied by the principal of and interest on Bonds
as the same shall become due and payable and administrative expenses of the SCORE
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Facility Public Development Authority with respect to the Bonds (the "Capital
Contribution without regard to the payment or lack thereof by any other Member City.
The "Base Percentage" is defined as a percentage equal to the 2007 average daily
population allocable to the Member Cities in all correctional facilities. Those
percentages are as follows:
(i)• Auburn twenty -nine (29
(ii) Des Moines five (5
(iii) Federal Way— seventeen (17
(iv) Renton thirty -four (34
(v) Tukwila eight (8
(vi) Burien four (4
(vii) SeaTac three (3
No Member City shall be obligated to pay the Capital Contribution of any other
Member City, and each Member City shall be obligated to budget for and pay its Capital
Contribution unless relieved of such payment in accordance with Section 3(g). The
obligation of each Member City to pay its Capital Contribution shall be an irrevocable
full faith and credit obligation of such Member City, payable from property taxes levied
within the constitutional and statutory authority provided without a vote of the electors of
the Member City on all of the taxable property within the Member City and other sources
of revenues available therefor. Each Member City has or will agree 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 Bonds
remain outstanding.
(2) Costs of Maintenance and Operation. 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 maintaining
and operating the SCORE Facility and all costs of administering SCORE (the "Costs of
Maintenance and Operation in such year shall be equal to the City's Base Percentage
multiplied by the Costs of Maintenance and Operation. 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. 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 of the preceding year.
(e) Allocation of Revenues. Revenues received in a calendar year from Subscribing
Agencies or from sources other than the contributions described in Section 14(d) above shall be
used to reduce the Costs of Maintenance and Operation in the subsequent calendar year. Each
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Member City shall receive credit/benefit of the revenues discussed in this section based on that
Member City's proportional average daily population.
(f) Special Facility Desiznation. 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 herby 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.
Section 15. Preliminary Costs of the SCORE Facility; Bellevue Property
The Administrative Board shall allocate costs associated with the design, acquisition,
construction, improvement and equipping of the SCORE Facility prior to the issuance of the
Bonds by the SCORE Facility Public Development Authority among the Member Cities by an
affirmative vote of a supeimajority (majority plus one) of the of the Member Cities, two (2) of
which shall have the highest and the second highest average daily population in all correctional
facilities calculated at the time of the vote. Any costs of the SCORE Facility paid by a Member
City pursuant to this section may be reimbursed out of proceeds of Bonds to the extent permitted
by law.
The Member Cities hereby agree that any net proceeds received from the sale of the
property located at 1440 116 Avenue NE, Bellevue, Washington and 1412 116 Avenue NE,
Bellevue, Washington (estimated to be approximately $3,180,000) shall be deposited with
SCORE and used to finance costs associated with the design, acquisition, construction,
improvement and equipping of the SCORE Facility.
Section 16. Filing of Agreement
Upon execution, this Agreement shall be filed as required in RCW 39.04.040.
Section 17. Severability
If any part, paragraph, section or provision of this Agreement is adjudged to be invalid by
any court of competent junsdiction such adjudication shall not affect the validity of any
remaining section, part or provision of this Agreement.
Section 18. Execution
This Agreement, or amendments hereto, shall be executed on behalf of each Member
City by its duly authorized representative and pursuant to an appropriate motion, resolution or
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11
ordinance of each Member City. This Agreement, or any amendment, shall be deemed adopted
upon the date of execution by the last so authorized representative.
Section 19. Hold Harmless
The parties to this Agreement shall defend, indemnify and save one another harmless
from any and all claims arising out of the perfotinance of this Agreement, except to the extent
that the harm complained of arises from the sole negligence of one of the participating members.
Any loss or liability resulting from the negligent acts errors or omissions of the Administrative
Board, Operations Board, Facility Director and or staff, while acting within the scope of their
authority under this Agreement shall be borne by SCORE exclusively.
Section 20. Counterparts
This 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 have executed this Agreement as of the day and
year first written above.
CITY OF AUBURN CITY OF RENTON
By: Mayor By: Mayor
CITY OF DES MOINES CITY OF TUKWILA
By: Mayor By: Mayor
CITY OF FEDERAL WAY CITY OF BURIEN
By: Mayor By: Mayor
CITY OF SEATAC
By: Mayor
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12
EXHIBIT B
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
RENTON, WASHINGTON, AUTHORIZING THE CREATION
OF A PUBLIC CORPORATION TO BE KNOWN AS THE
SOUTH CORRECTIONAL FACTT.ITY PUBLIC
DEVELOPMENT AUTHORITY; APPROVING A CHARTER
AND BYLAWS; ESTABLISHING A BOARD OF DIRECTORS
TO GOVERN THE AFFAIRS OF THE AUTHORITY; AND
APPROVING PROCEDURES FOR THE CONDUCT OF ITS
AFFAIRS.
WHEREAS, pursuant to RCW 35.21.730 through 35.21.755, the City Council (the
"Council of the City of Renton, Washington (the "City may authorize the creation of a public
corporation as a separate legal entity to perfoini any lawful public purpose or public function as
therein authorized; and
WHEREAS, pursuant to chapter 39.34 RCW, the City has entered into the SCORE
Interlocal Agreement (the Interlocal Agreement with the Cities of Auburn, Des Moines,
Federal Way, Tukwila, Burien and SeaTac, Washington (together with the City, the "Member
Cities for the formation of a governmental administrative agency known as the South
Correctional Entity "SCORE and
WHEREAS, SCORE is responsible for the establishment and maintenance of a
consolidated correctional facility (the "SCORE Facility") to serve the Member Cities and federal
and state agencies and other local governments that may contract with SCORE in the future to
provide correctional services essential to the preservation of the public health, safety and
welfare; and
WHEREAS, the Member Cities have determined that the SCORE Facility will provide
improved correctional facilities within the boundaries of the consolidated service areas at a lower
total cost to the participating Member Cities than currently available alternatives or than the
participating Member Cities could individually provide; and
WHEREAS, the Interlocal Agreement contemplates that the City will create a public
corporation for the purpose of issuing and servicing bonds that are secured by the full faith and
credit of the Member Cities in order to finance the acquisition, construction, equipping, and
improving of the SCORE Facility; and
WHEREAS, the City will act as the host city for the foimation of the public corporation,
subject to the approval of each Member City; and
WHEREAS, the City has determined that chartering a public corporation to function on
its behalf in undertaking the acquisition, construction, equippmg, and improvement of the
SCORE Facility will create a highly focused and dedicated entity that will accelerate progress,
provide for financing, pool limited resources and enhance opportunities to work with the
Member Cities and others critical to the successful construction and operation of a regional
correctional facility, all while ensuring appropriate public oversight and accountability; and
WHEREAS, the Council has been presented with drafts of a proposed charter (the
"Charter and bylaws (the "Bylaws for the establishment and chartering of a public
corporation to be known as the South Correctional Entity Facility Public Development
Authority, which will have as its purpose the issuance and servicing of one or more series of
bonds or other- obligations to provide financing for the acquisition, construction, equipping, and
improving of a correctional facility pursuant to the terms of this ordinance and the Charter; and
WHEREAS, it appears in the best interest of the City to approve the Charter and Bylaws
for the South Correctional Entity Facility Public Development Authority as now proposed;
BE IT ORDAINED by the Council of the City of Renton:
Section 1. Authority Created —City Liability Limited.
A. Authority Created. The Council hereby authorizes the creation of a public
corporation pursuant to RCW 35.21.730(5). The public corporation shall have all of the powers
set forth in this ordinance, RCW 35.21.730 through 35.21.755, and its charter necessary to
finance and refinance the acquisition, construction, equipping, and improvement of a regional
correctional facility known as the South Correctional Entity Facility (the "SCORE Facility")
through the issuance and servicing of one or more series of bonds, notes or other obligations
(collectively, the "Bonds and to perform any other function specified in its charter.
B. Name. The name of the public corporation shall be the "South Correctional
Entity Facility Public Development Authority" (hereinafter the "Authority
C. Seal. The corporate seal of the Authority shall carry the name of the Authority.
D. City Liability Limited. The Authority is an independent legal entity exclusively
responsible for its own debts, obligations and liabilities. Except as specifically agreed in writing
by the City, the Authority shall take no action that might impose liability upon the City. All
liabilities incurred by the Authority shall be satisfied exclusively from the assets, credit, and
properties of the Authority, and no creditor or other person shall have any right of action against
or recourse to the City, its assets, credit, or services, on account of any debts, obligations,
liabilities or acts or omissions of the Authority.
The charter of the Authority shall provide that the Authority is organized pursuant to this
ordinance and RCW 35.21.730 through 35.21.755 and state as follows: "[A]11 liabilities incurred
by such public corporation, commission, or authority shall be satisfied exclusively from the
assets and properties of such public corporation, commission, or authority and no creditor or
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other person shall have any right of action against the city, town, or county creating such
corporation, commission, or authority on account of any debts, obligations or liabilities of such
public corporation, commission, or authority." Such statement shall be displayed in a prominent
location in the principal office or other offices of the Authority. It shall also be printed or
stamped on all contracts, bonds, and other documents that may entail any debt or Liability by the
Authority.
E. Contributions of the Cities. The City and the Cities of Auburn, Des Moines,
Federal Way, Tukwila, Burien, and SeaTac, Washington (together with the City, the "Member
Cities shall pay an allocable portion of the budgeted expenses of maintenance and operation of
the SCORE Facility not paid from other sources, which allocable portion shall be deteiuiined as
provided in the Interlocal Agreement. In addition to the foregoing commitment, each Member
City shall contribute funds in the percentages provided for in the Interlocal Agreement to pay
debt service on Bonds as the same shall become due and payable and to pay administrative
expenses of the Authority with respect to the Bonds (the "Capital Contribution No Member
City shall be obligated to pay the Capital Contribution of any other Member City; the obligations
of.each Member City with respect to the Bonds shall be limited to its allocable share of such
obligations; all such payments shall be made by the Member City with out regard to the payment
or lack thereof by any other jurisdiction; and each Member City shall be obligated to budget for
and pay its Capital Contribution unless relieved of such payment in accordance with the
Interlocal Agreement. All payments with respect to the Bonds shall be made to SCORE in its
capacity as administrator and servicer of the Bonds to be issued by the Authority.
The obligation of each Member City to pay its Capital Contribution shall be an
irrevocable full faith and credit obligation of such Member City, payable from property taxes
levied within the constitutional and statutory authority provided without a vote of the electors of
the Member City on all of the taxable property within the Member City and other sources of
revenues available therefor. Each Member City has or will obligate itself and commit 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 Bonds remain outstanding.
Section 2. Powers Generallv. Except as limited by the state constitution, state
statute, this ordinance or the Charter of the Authority, the Authority shall have and may exercise
all lawful powers necessary or convenient to effect the purposes for which the Authonty is
organized and to perfolni authorized corporate functions, as provided in its Charter. Pursuant to
the Interlocal Agreement, the Authority may operate within the corporate limits of the City of
Des Moines, Washington to accomplish the purposes set forth therein.
Section 3. Limitation of Powers. The activities and transactions of the Authority
shall be limited in the following respects:
A. The Authority shall have no power of eminent domain nor any power to levy
taxes or special assessments.
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P\20358 DG \20a 8 0J i 12/04/08
B. Except as otherwise agreed to by a Member City, the Authority may not incur or
create any liability that permits recourse by any contracting party or member of the public to any
assets, services, resources, or credit of a Member City.
C. No funds, assets, or property of the Authority shall be used for any partisan
political activity or to further the election or defeat of any candidate for public office; nor shall
any funds or a substantial part of the activities of the Authority be used for publicity or
educational purposes designed to support or defeat Legislation pending before the Congress of the
United States, or the legislature of the state or the Council of the Member Cities; provided,
however, that funds may be used for representatives of the Authority to communicate with
members of Congress, state legislators or city council members concerning funding and other
matters directly affecting the Authority, so long as such activities do not constitute a substantial
part of the Authority's and unless such activities are specifically limited in its charter.
D. All funds, assets, or credit of the Authority shall be applied toward or expended
upon services, projects, and activities authorized by its charter. No part of the net earnings of the
Authority shall inure to the benefit of or be distributable as such to, the board members or other
private persons, except that the Authority is authorized and empowered to:
(i) Reimburse Board Members, employees and others performing services for
the Authority reasonable expenses actually incurred in performing their duties, and
compensate employees and others performing services for the Authority a reasonable
amount for services rendered;
(ii) Assist board members or employees as members of a general class of
persons to be assisted by a corporate approved project or activity to the same extent as
other members of the class as long as no special privileges or treatment accrues to such
board members or employees by reason of his or her status or position in the Authonty;
(iii) Defend and indemnify any current or foimer board member or employee
and their successors against all costs, expenses, judgements, and liabilities, including
attorneys' fees, reasonably incurred by or imposed upon him or her in connection with or
resulting from any claim, action, or proceeding, civil or criminal, in which he or she is or
may be made a party by reason of being or having been a board member or employee, or
by reason of any action alleged to have been taken or omitted by him or her in such
position, provided that he or she was acting in good faith on behalf of the Authority and
within the scope of duties imposed or authorized by Law. This power of indemnification
shall not be exclusive of other rights to which board members or employees may be
entitled as a matter of law,
(iv) Purchase insurance to protect and hold personally harmless any of its
board members, employees and agents from any action, claim, or proceeding instituted
against the foregoing individuals arising out of the perfounance, in good faith, of duties
for, or employment with, the Authority and to hold these individuals harmless from any
expenses connected with the defense, settlement, or monetary judgements from such
actions, claims, or proceedings. The purchase of such insurance and its policy limits shall
be discretionary with the board, and such insurance shall not be considered to be
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P 120358 0G120358 0J1 12/04/08
compensation to the insured individuals. The powers conferred by this subsection shall
not be exclusive of any other powers conferred by law to purchase liability insurance; and
(v) Sell assets for a consideration greater than their reasonable market value
or acquisition costs, charge more for services than the expense of providing them, or
otherwise secure an increment in a transaction, or carry out any other transaction or
activity, as long as such gain is not the object or purpose of the Authonty's transactions
or activities and is applied to or expended upon services, projects, and activities as
aforesaid.
E. The Authority shall not issue shares of stock, pay dividends, make private
distribution of assets, make loans to its board members or employees or otherwise engage in
business for private gain.
Section 4. Charter. The charter of the Authority (the "Charter is hereby approved
in the form set forth at Exhibit A. The Charter shall be issued in duplicate onginals, each signed
by the City Mayor and bearing the City seal attested by the City Clerk. One onginal shall be
filed with the Clerk of the Council and filed as a public record. A duplicate original shall be
provided to the Authority.
Amendments to the Charter may be initiated by the Board Members or by the Renton
City Council. All amendments to the Charter initiated by the Renton City Council shall be
presented to the Board for consideration and approval and shall not become effective unless
approved by a majority vote of the Board. All amendments to the Charter, regardless of how
initiated, shall become effective only following approval by ordinance approved by the Renton
City Council and the Councils of at least three other Member Cities. After adoption of a Charter
amendment, the revised Charter shall be issued and filed in the same manner as the original
Charter.
Section 5. Effect of Issuance of Charter. The Authority shall commence its existence
effective upon fulfillment of the following:
(a) Each of the Councils of the Member Cities has approved the creation of the
Authority by the City;
(b) This ordinance has become effective; and
(c) The charter shall have been executed, and the Charter and bylaws of the Authority
(the "Bylaws shall be on file with the City Clerk.
Except as against the state or the City in a proceeding to cancel or revoke the Charter,
delivery of a duplicate original Charter shall conclusively establish that the Authority has been
established in compliance with the procedures of this ordinance.
Section 6. Board of Directors: Officers. The SCORE Administrative Board
established pursuant to Section 4 of the Interlocal Agreement shall act ex officio as the board of
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P'20358 DG\20358 0J1 12/04/08
the Authority (the "Board All corporate powers of the Authonty shall be exercised by or
under the authority of the Board; and the business, property and affairs of the authority shall be
managed under the supervision of the Board, except as may be otherwise provided by law or in
the Charter. The Board shall have officers as provided in the Charter.
Section 7. MeetinR Within ninety (90) days after issuance of the Charter, the City
Mayor shall call an organizational meeting of the initial Board, giving at least ten (10) days'
advance wntten notice to each, unless waived in writing. At such meeting, the Board shall
organize itself, appoint officers, and select its place of business. All Board meetings, including
executive, all other peinianent and ad hoc committee meetings, shall be open to the public to the
extent required by chapter 42.30 RCW.
Section 8. Bylaws. The Bylaws of the Authority are hereby approved in the foini set
forth at Exhibit B. The power to alter, amend, or repeal the Bylaws or adopt new ones shall be
vested in the Board except as otherwise provided in the Charter. The Bylaws shall be consistent
with the Charter. In the event of a conflict between the Bylaws and this ordinance or the Charter,
this ordinance or the Charter, as the case may be, shall control.
Section 9. Funds of the Authority. All money belonging to or collected for the use of
the Authority coming into the hands of any officer thereof shall immediately be deposited with a
legal depository to the credit of the Authority for the benefit of the funds to which they belong.
The use of funds of the Authority for any purpose not authorized by law by any officer having
possession or control thereof is prohibited.
Section 10. Bonds and Notes. Bonds issued by the Authonty may be secured by the
full faith and credit of the Authority or may be made payable solely out of certain revenues and
receipts as may be designated in the proceedings under which the issuance of the bonds or notes
are authorized. All Bonds issued shall carry in a prominent place thereon the statement set forth
in Section 1(D) of this ordinance. All Bonds or liabilities occurring thereunder shall be satisfied
exclusively from the assets or credit of the Authority, and no creditor or other person shall have
any recourse to the assets, credit, or services of the City thereby, unless the City shall expressly,
in writing, guarantee such debt.
Bonds of the Authority may be sold at such price or prices, at public or private sale, in
such manner and from time to time as may be detei by the Authority. The Authority may
issue Bonds from time to time that are secured by the full faith and credit of the Member Cities
in the aggregate principal amount of not to exceed (not including any bonds or
notes to be refunded with proceeds of such Bonds) for the purposes set forth in the Interlocal
Agreement. Bonds issued in excess of such amount shall require additional council approval by
each Member City. Bonds may be payable at such place or places whether within or without the
State, may bear interest at such rate or rates, may be in such form and denominations and of such
tenor and maturities, may be in bearer foil/ or in registered folni as to principal and interest or as
to principal alone, reserve such rights to redeem at such price or prices and after such notice or
notices and on such terms and conditions, all as the Authority may deteiinine and provide in the
proceedings under which such Bonds shall be issued.
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1 DG120358 0J1 12/04/08
The Authority may at the time of the issuance of such Bonds make such covenants with
the purchasers and holders of said Bonds as it may deem necessary to secure and guarantee the
payment of the principal thereof and the interest thereon, including but not limited to: covenants
to set aside adequate reserves to guarantee payment of principal and interest; to appoint a trustee
or trustees to safeguard the expenditure of the proceeds of sale of such Bonds and to rake
possession and use or operate and manage corporate assets securing the Bonds in event of default
or insolvency or the Authority, with such powers as maybe contained in any covenants relating
to the Bonds; and to limit the amount, time, and conditions under which additional Bonds may be
issued or debts incurred.
The Authority may pay expenses, premiums and commissions which it may deem
necessary in connection with the issuance and sale of its Bonds and take such other actions or
make such commitments as are necessary or convenient in the issuance and servicing of such
Bonds and as are consistent with this ordinance although not enumerated herein.
Section 11. Discrimination Prohibited. Membership to the Board shall not be directly
or indirectly based upon or limited by age, race, color, religion, sex, national origin, or the
presence of any physical handicap. Furthermore, the Authority shall not discriminate in any
matter related to employment because of age, race, color, sex, national original, or the presence
of any physical handicap. The Authority shall, in all solicitation or advertisements for employees
placed by or on behalf of the Authority, if any, state that all qualified applicants will receive
consideration for employment without regard to age, race, color, religion, sex, national origin, or
the presence of any physical handicap.
Section 12. Dissolution.
A. If five of the Councils of the Member Cities, each by ordinance, make an
affirmative finding that dissolution is warranted for any reason, the existence of the Authority
shall be terminated by ordinance of the Renton City Council. Dissolution shall be accomplished
as provided in the Charter, and shall not take effect until proper provision has been made for
disposition of all Authority assets, if any.
B. Upon enactment of an ordinance by the Renton City Council for dissolution of the
Authority, the Authority shall file a dissolution statement signed by its president setting forth:
(i) The name and principal office of the Authority;
(ii) The debts, obligations and liabilities of the Authority, and the property and
assets available to satisfy the same; the provisions to be made for satisfaction of
outstanding liabilities and performance of executory contracts; and the estimated time for
completion of its dissolution;
(iii) Any pending litigation or contingent liabilities;
(iv) The Board resolution providing for such dissolution and the date(s) and
proceedings leading toward its adoption, whenever the dissolution be voluntary; and
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(v) A list of persons to be notified upon completion of the dissolution.
The City Mayor shall review the dissolution statement filed and oversee the dissolution to
protect the public interest and prevent impairment of obligation, or if so authorized by law,
authorize or initiate proceedings in the Superior Court for the appointment and supervision of a
receiver for such purposes.
Upon satisfactory completion of dissolution proceedings, the City shall indicate such
dissolution by inscription of "charter cancelled" on the original Charter of the Authority, on file
with the Clerk of the Council and, when available, on the duplicate original of the Authority, and
the existence of the Authority shall cease. The City shall give notice thereof pursuant to
Washington State law and to other persons requested by the Authority in its dissolution
statement.
C. Upon dissolution of the Authority or the winding up of its affairs, title to all
remaining assets or property of the Authority shall vest in SCORE as provided in the Charter.
D. Notwithstanding the foregoing, the Authority shall not be dissolved until all
Bonds issued by the Authority are no longer outstanding. [question for the working group
would you like to add a provision that automatically dissolves the Authority once the debt is paid
off?]
Section 13. Public Corporation. The Authority is a public corporation created
pursuant to RCW 35.21.730 through 35.21.755 as a separate legal entity from the City.
Section 14. Ancillary Authority. The administrative staff of the City are granted all
such power and authority as reasonably necessary or convenient to enable each of them to
administer this ordinance efficiently and to perform the duties imposed in this ordinance or the
Charter.
Section 15. Liberal Construction. This ordinance shall be liberally construed so as to
effectuate its purposes and the purposes of RCW 35.21.730 through 35.21.755.
Section 16. Effective Date. This ordinance shall take effect and be in force from and
after passage and publication as provided by law.
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P"20358 DG 20358_0J 1 12/04/08
[SEAL]
ATTEST:
PASSED by Council this day of 2008.
APPROVED by the Mayor this day of 2008.
City Finance Director
Approved as to form only:
City Attorney
Date of Publication of
Notice of Public Hearing:
Effective Date of Ordinance:
By
By
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Council President
City Mayor
P120358 DG120358 OJ i 12104,08
Exhibit C
CHARTER
OF
SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY
ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI
ARTICLE VII
ARTICLE VIII
ARTICLE IX
ARTICLE X
ARTICLE XI
ARTICLE XII
ARTICLE XIII
Charter i
TABLE OF CON 'Ii NTS
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NAME AND AUTHORITY SEAL
AUTHORITY FOR SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY; LMT ON LIABILITY
Section 1. Authority
Section 2. Limitation on Liability
Section 3. Mandatory Disclaimer
DURATION OF AUTHORITY
PURPOSE OF AUTHORITY
POWERS OF AUTHORITY
LIMITS ON AUTHORITY POWERS
ORGANIZATION OF AUTHORITY
Section 1. Board of Directors and Tenure
Section 2. Board Concurrence and Quorum Defined
Section 3. Right to Indemnification
Section 4. Conflict of Interest and Code of Ethics
OFFICERS OF AUTHORITY
Section 1. Officers and Division of Duties
Section 2. Committees
COMMENCEMENT OF AUTHORITY
BYLAWS
MEETINGS OF THE AUTHORITY
Section 1. Time and Place of Meetings
Section 2. Notice of Meetings
Section 3. Notice of Special Board Meetings
Section 4. Waiver of Notice
Section 5. Notice to City Council
Section 6. Open Public Meetings
Section 7. Telephonic Participation
Section 8. Parliamentary Authority
Section 9. Minutes
CONSTITUENCY
AMENDMENTS TO CHARTER AND BYLAWS
Section 1. Proposals to Amend Charter and Bylaws
Section 2. Proposals Initiated by the Board
Section 3. Board Consideration of Proposed Amendments
Section 4. Vote Required for Amendments to Charter or Bylaws
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Section 5. City Council Approval of Proposed Charter Amendments 10
ARTICLE XIV MISCELLANEOUS 10
Section 1. Geographic Limitation 10
Section 2. Safeguarding of Funds 11
Section 3. Public Records 11
Section 4. Reports and Information; Audits 11
Section 5. Dissolution 11
Section 6. Nondiscrimination 12
Section 7. Nonexclusive Charter 12
ARTICLE XV APPROVAL OF CHARIER 12
Charter
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The name of this corporation shall be the "South Correctional Entity Facility Public
Development Authority" (hereinafter referred to as the "Authority The corporate seal of the
Authority shall be a circle with the name of the Authority and the word "SEAL" inscribed
therein.
Section 1. Authority.
CHARTER
OF
SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY
Section 2. Limitation on Liability.
ARTICLE I
NAME AND AUTHORITY SEAL
ARTICLE II
AUTHORITY FOR SOUTH CORRECTIONAL ENTITY FACILITY PUBLIC
DEVELOPMENT AUTHORITY; LIMIT ON LIABILITY
The Authority is a public corporation organized pursuant to Revised Code of Washington
"RCW 35.21.730 through 35.21.755, as the same now exist or may hereafter be amended, or
any successor act or acts (the "Act and Ordinance No. of the City of Renton,
Washington, passed on 2008 (the "Ordinance Formation of the Authority
was approved by Ordinance No. of the City of Auburn, passed on 2008,
Ordinance No. of the City of Des Moines, passed on 2008, Ordinance
No. of the City of Federal Way, passed on 2008, Ordinance No. of the
City of Tukwila, passed on 2008, Ordinance No. of the City of Burien, passed
on 2008, and Ordinance No. of the City of SeaTac, passed on
2008.
All liabilities incurred by the Authority shall be satisfied (a) in the case of obligations or
liabilities of the Authority which are not limited recourse in nature, exclusively from the assets,
credit, and properties of the Authority, or (b) in the case of obligations or liabilities of the
Authority which, by their terms, are limited recourse obligations, from such assets, properties or
revenues of the Authority as shall be specifically pledged thereto or otherwise identified as being
the source of payment of such limited recourse obligations or liabilities, and no creditor or other
person shall have any right of action against or recourse to the Cities of Renton, Auburn, Des
Moines, Federal Way, Tukwila, Burien and SeaTac, Washington (collectively, the "Member
Cities its assets, credit, or services, on account of any debts, obligations, liabilities or acts or
omissions of the Authority.
Section 3. Mandatory Disclaimer.
The following disclaimer shall be posted in a prominent place where the public may
readily see it in the Authority's principal and other offices. It shall also be printed or stamped on
all contracts, bonds, and other documents that may entail any debt or liability by the Authority.
Any of the Member Cities may, by ordinance or contract or pursuant to interlocal agreement,
agree to pay (on a contingent basis or otherwise), all or any portion of the obligations of the
Authority; however, (1) no Member City shall be obligated beyond the proportion or sum
specified by ordinance or contract, and (2) no Member City shall be obligated, directly or
indirectly for the obligations of any other Member City.
Charter 2
The South Correctional Entity Facility Public Development
Authority is organized pursuant to Ordinance No. of the City
of Renton, Washington adopted on 2008, and
approved by Ordinance No. of the City of Auburn,
Washington adopted on 2008, Ordinance No. of
the City of Des Moines, Washington adopted on
2008, Ordinance No. of the City of Federal Way, Washington
adopted on 2008, Ordinance No. of the City of
Tukwila, Washington adopted on 2008, Ordinance
No. of the City of Burien, Washington adopted on
2008, and Ordinance No. of the City of SeaTac, Washington
adopted on 2008, each as existing or as hereinafter
amended, and RCW 35.21.730 through 35.21.755.
RCW 35.21.750 provides as follows: "[A]11 liabilities incurred by
such public corporation, commission, or authority shall be satisfied
exclusively from the assets and properties of such public
corporation, commission, or authority and no creditor or other
person shall have any right of action against the city, town, or
county creating such corporation, commission, or authority on
account of any debts, obligations or liabilities of such public
corporation, commission, or authority."
In no event shall the obligations of the Authority be payable by
recourse against any properties, assets or revenues of the Cities of
Renton, Auburn, Des Moines, Federal Way, Tukwila, Burien or
SeaTac, Washington or any other political subdivision of the State
of Washington. No person to whom such obligations are owed
shall have any recourse or right of action against the Cities of
Renton, Auburn, Des Moines, Federal Way, Tukwila, Burien, or
SeaTac, Washington, the State of Washington or any other
political subdivision thereof on account of such obligations, except
to enforce the payments obligated to be made by ordinance by each
of the Cities of Renton, Auburn, Des Moines, Federal Way,
Tukwila, Burien or SeaTac, Washington.
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Pursuant to chapter 39.34 RCW, the Member Cities have entered into the SCORE
Interlocal Agreement (the "Interlocal Agreement for the foirnation of a governmental
administrative agency known as the South Correctional Entity "SCORE SCORE is
responsible for the establishment and maintenance of a consolidated correctional facility (the
"SCORE Facility to serve the Member Cities and federal and state agencies and other local
governments that may contract with SCORE to provide correctional services essential to the
preservation of the public health, safety and welfare. The purpose of the Authority is to provide
an independent legal entity under RCW 35.21.730 -.755 and the Ordinance to issue debt to
finance and refinance the acquisition, construction, equipping and improvement of the SCORE
Facility. Such debt may be issued in one or more series, may be in the form of bonds, notes or
other evidences of indebtedness to provide interim and permanent financing for the SCORE
Facility and thereafter, to finance or refinance equipment, completion, expansion and other
capital improvements essential to maintain the SCORE Facility's functionality as deemed
necessary by the Board. Such bonds, notes, and other evidences of indebtedness are collectively
referred to herein as the "Bonds." Bonds may be issued from time to time by the Authority
upon a supermajority vote of the Board. A "supermajority vote of the Board," as used in this
Article, may be obtained at any regular or special Board meeting by an affirmative vote of a
majority plus one of the Board members, two of which shall have the highest and the second
highest average daily population at the SCORE Facility calculated at the time of the vote.
For the purpose of securing the exemption from Federal income taxation for interest on
obligations of the Authority, the Authority constitutes an authority and instrumentality of the
City of Renton, Washington (within the meaning of those terms in regulations of the United
States Treasury and rulings of the Internal Revenue Service prescribed pursuant to Section 103
and Section 115 of the Internal Revenue Code of 1986, as amended).
The Authority shall have and may exercise all lawful powers conferred by State laws, the
Ordinance, this Charter and its Bylaws. The Authority in all of its activities and transactions
shall be subject to the powers, procedures, and limitations contained in the Ordinance.
Charter 3
ARTICLE IH
DURATION OF AUTHORITY
The duration of this corporation shall be perpetual.
ARTICLE IV
PURPOSE OF AUTHORITY
ARTICLE V
POWERS OF AUTHORITY
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1. The Authority shall have no power of eminent domain or any power to levy taxes
or special assessments.
2. Except as otherwise agreed to by a Member City, the Authority may not incur or
create any liability that permits recourse by any contracting party or member of the public to any
assets, services, resources, or credit of a Member City.
3. No funds, assets, or property of the Authority shall be used for any partisan
political activity or to further the election or defeat of any candidate for public office; nor shall
any funds or a substantial part of the activities of the Authority be used for publicity or
educational purposes designed to support or defeat legislation pending before the Congress of
the United States, or the legislature of the State or the Council of a Member City; provided,
however, that funds may be used for representatives of the Authority to communicate with
members of Congress, State legislators or members of the Councils of the Member Cities
concerning funding and other matters directly affecting the Authority, so long as such activities
do not constitute a substantial part of the Authority's activities.
4. All funds, assets, or credit of the Authority shall be applied toward or expended
upon services, projects, and activities authorized by this Charter. No part of the net earnings of
the Authority shall inure to the benefit of, or be distributable as such to, Board Members, officers
or other private persons, except that the Authority is authorized and empowered to:
Charter 4
ARTICLE VI
LIIYIITS ON AUTHORITY POWERS
The Authority in all activities and transactions shall be limited in the following respects:
(A) Reimburse Board Members, employees and others performing services for
the Authority reasonable expenses actually incurred in performing their duties, and
compensate employees and others performing services for the Authority a reasonable
amount for services rendered;
(B) Assist Authority Board Members or employees as members of a general
class of persons to be assisted by a corporate- approved project or activity to the same
extent as other members of the class as long as no special privileges or treatment accrues
to such Board Member or employee by reason of his or her status or position in the
Authority;
(C) Defend and indemnify any current or foi,ner Board Member or employee
and their successors against all costs, expenses, judgments, and liabilities, including
attorneys' fees, reasonably incurred by or imposed upon him or her in connection with or
resulting from any claim, action, or proceeding, civil or criminal, in which he or she is or
may be made a party by reason of being or having been a Board Member or employee or
by reason of any action alleged to have been taken or omitted by him or her in such
position, provided that he or she was acting in good faith on behalf of the Authority and
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5. The Authority shall not issue shares of stock, pay dividends, make private
distribution of assets, make loans to its Board Members or employees or otherwise engage in
business for private gain.
The management of all Authority affairs shall reside in a Board of Directors. The
SCORE Administrative Board created pursuant to Section 4 of the Interlocal Agreement,
including all amendments, shall act ex officio as the Board of the Authority. Board Members
shall have terms coextensive with their terms as members of the SCORE Administrative Board.
Charter 5
within the scope of duties imposed or authorized by law. This power of indemnification
shall not be exclusive of other rights to which Board Members or employees may be
entitled as a matter of law;
(D) Purchase insurance to protect and hold personally harmless any current or
former Board Member or employee and their successors from any action, claim, or
proceeding instituted against the foregoing individuals arising out of the performance, in
good faith, of duties for, or employment with, the Authority and to hold these individuals
harmless from any expenses connected with the defense, settlement, or monetary
judgments from such actions, claims, or proceedings. The purchase of such insurance
and its policy limits shall be discretionary with the Board Members, and such insurance
shall not be considered to be compensation to the insured individuals. The powers
conferred by this subsection shall not be exclusive of any other powers conferred by law
to purchase liability insurance; and
(E) Sell assets for a consideration greater than their reasonable market value
or acquisition costs, charge more for services than the expense of providing them, or
otherwise secure an increment in a transaction, or carry out any other transaction or
activity, as long as such gain is not the object or purpose of the Authority's transactions
or activities and is applied to or expended upon services, projects, and activities as
aforesaid.
ARTICLE VII
ORGANIZATION OF AUTHORITY
Section 1. Board of Directors and Tenure
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Section 2. Board Concurrence and Quorum Defined. "Board concurrence" may
be obtained at any regular or special Board meeting by an affirmative vote of a majority of the
Board Members voting on the issue, provided that such majority equals not less than four (4)
votes. Four (4) voting Board Members must be present at any regular or special meeting of the
Board to comprise a quorum, and for the Board to transact any business. Proxy voting shall not
be allowed. The Bylaws of the Authority may prescribe Board quorum restrictions that equal or
exceed the quorum restrictions imposed in this Section. Board Members present at a duly
convened meeting may continue to transact business notwithstanding the departure of enough
members to leave less than a quorum.
Section 3. Right to Indemnification.
To the extent permitted by law, the Authority may protect, defend, hold harmless and
indemnify any person who becomes a director, officer, employee or agent of the Authority, and
who is a party or threatened to be made a party to a proceeding by reason related to that person's
conduct as a director, officer, employee or agent of the Authority, against judgments, fines,
penalties, settlements and reasonable expenses (including attorneys' fees) incurred by him or her
in connection with such proceeding, if such person acted in good faith and reasonably believed
his or her conduct to be in the Authority's best interests and if, in the case of any criminal
proceedings, he or she had no reasonable cause to believe his or her conduct was unlawful. The
indemnification and protection provided herein shall not be deemed exclusive of any other rights
to which a person may be entitled as a matter of law or by contract or by vote of the Board of
Directors. The Authority may purchase and maintain appropriate insurance for any person to the
extent provided by the applicable law.
Charter 6
Section 4. Conflict of Interest and Code of Ethics.
The Authority shall, in the Bylaws, adopt a code of ethics policy for Board Members. All
Board Members will be required to disclose any information concerning actions or activities of
the candidate or his/her immediate family that present a potential conflict of interest as a Board
Member.
ARTICLE VIII
OFFICERS OF AUTHORITY
Section 1. Officers and Division of Duties.
The Authority shall have at least one officer, the President, selected as provided in the
Bylaws. Subject to the control of the Board, the President shall have general supervision,
direction and control of the business and affairs of the Authority. The President shall be the
agent of the Authority for service of process. On matters decided by the Authority, unless
otherwise required under the Ordinance or by this Charter, the signature of the President alone is
sufficient to bind the corporation.
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The Bylaws may designate additional corporate officials as agents to receive or initiate
process. The Board also may provide for additional officers, e.g., Vice President, Secretary,
and/or Treasurer. The President and the Treasurer may not be the same person. The day to day
affairs of the Authority, including debt administration, shall be managed by the Facilities
Director of the SCORE Facility, in the manner provided in the Interlocal Agreement.
Section 2. Committees.
The Bylaws may provide for an Executive Committee, which shall be appointed and/or
removed by the Board, and shall have and exercise such authority of the Board in the
management between meetings of the Board, as may be specified in the Bylaws. The
appointment of other committees shall be provided for. in the Bylaws.
ARTICLE IX
COMMENCEMENT OF AUTHORITY
The Authority shall commence its existence effective upon the issuance of its Charter as
sealed and attested by the City Clerk of the City of Renton as provided in the Ordinance.
ARTICLE X
BYLAWS
The initial Bylaws may be amended by the Board to provide additional or different rules
governing the Authority and its activities as are not inconsistent with this Charter. The Board
may provide in the Bylaws for all matters related to the governance of the Authority, including
but not limited to matters referred to elsewhere in the Charter for inclusion therein.
Regular meetings of the Board shall be held at least two times per year at a regular time
and place to be determined by the Board by resolution. At the last regular meeting of the
calendar year, the Board shall adopt a resolution specifying the date, time and place of regular
meetings for the upcoming calendar year. A copy of the resolution shall be distributed in the
same manner as notice of special meetings is provided pursuant to Section 3 below. Special
meetings of the Board may be held at any place at any time whenever called by the President or a
majority of the Board Members.
Charter 7
ARTICLE XI
MEETINGS OF THE AUTHORITY
Section 1. Time and Place of Meetings.
Section 2. Notice of Meetings.
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No notice of regular meetings shall be required, except for the first regular meeting after
any change in the time or place of such meeting adopted by resolution of the Board as provided
above. Notice of such changed regular meeting shall be given by the President or by the person
or persons calling the meeting by email or by personal communication over the telephone to each
Board Member least 24 hours prior to the time of the meeting or by at least three (3) days' notice
by mail, telegram, electronic or written communication. If mailed, notice shall be mailed by
United States mail, postage prepaid, to the last known address of each Board Member.
Section 3. Notice of Special Board Meetings.
Notice of all special meetings of the Board of Directors shall be given by the President or
by the person or persons calling the special meeting in accordance with RCW 42.30.080 by
delivering personally, by electronic means or by mail written notice at least 24 hours prior to the
time of the meeting to each Board Member, to each local newspaper of general circulation and to
each radio or television station that has requested notice and to any other individual specifically
requesting it in writing. The call and notice of all special meetings shall specify the time and
place of all special meetings and the business to be transacted. Final disposition shall not be
taken by the Board on any other matters at such special meetings. At any regular meeting of the
Board, any business may be transacted and the Board may exercise all of its powers.
Section 4. Waiver of Notice.
Notice as provided in Sections 2 and 3 hereof may be dispensed with as to any member
of the Board who at or prior to the time the meeting convenes files with the Board of the
Authority a written waiver of notice or who is actually present at the meeting at the time it
convenes. Such notice may also be dispensed with as to special meetings called to deal with an
emergency involving injury or damage to persons or property or the likelihood of such injury or
damage, where time requirements of such notice would make notice impractical and increase the
Likelihood of such injury or damage. Notice, as provided in Article XIII of this Charter
concerning proposed amendments to this Charter or Bylaws and votes on such amendments, may
not be waived.
Notice of all meetings and minutes of all meetings of the Board shall be given to the City
Council of the Member Cities by giving notice to the City Clerk of each of the foregoing
Member Cities.
All Board meetings, including executive, all other permanent and ad hoc committee
meetings, shall be open to the public to the extent required by chapter 42.30 RCW. The Board
and committees may hold executive sessions to consider matters enumerated in chapter 42.30
RCW or privileged matters recognized by law, and shall enter the cause therefor in its official
journal. Notice of meetings shall be given in a manner consistent with the Ordinance and
chapter 42.30 RCW. In addition, the Authority shall provide reasonable notice of meetings to
Charter 8
Section 5. Notice to City Council.
Section 6. Open Public Meetings.
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any individual specifically requesting it in writing. At such meetings, any person shall have a
reasonable opportunity to address the Board either orally or by written petition.
Section 7. Telephonic Participation
Board Members may participate in a regular or special meeting through the use of any
means of communication by which all Board Members and members of the public participating
in such meeting can hear each other during the meeting. Any Board Member participating in a
meeting by such means is deemed to be present in person at the meeting for all purposes
including, but not limited to, establishing a quorum.
Section 8. Parliamentary Authority.
The rules in Robert's Rules of Order (newly revised) shall govern the Authority in all
cases to which they are applicable, where they are not inconsistent with this Charter or with the
special rules of order of the Authority set forth in the Bylaws.
Section 9. Minutes.
Copies of the minutes of all regular or special meetings of the Board shall be available to
any person or organization that requests them. The minutes of all Board meetings shall include a
record of individual votes on all matters requiring Board approval.
Proposals to amend this Charter may be initiated by the Renton City Council or by the
Board Members. Proposals to amend the Bylaws may be initiated by the Board Members.
Proposals to amend the Charter initiated by the Renton City Council shall be presented to the
Board in a format as provided in Section 2(1), in accordance with the terms of the Ordinance.
Proposals to amend the Charter or the Bylaws may be initiated by the Board in the manner
described in the following Sections 2 and 3.
Charter 9
ARTICLE XII
CONSTITUENCY
There shall be no constituency of the Authority.
ARTICLE XIII
AMENDMENTS TO CHAR AND BYLAWS
Section 1. Proposals to Amend Charter and Bylaws.
Section 2. Proposals Initiated by the Board.
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1. Proposals to amend the Charter or Bylaws shall be presented in a format which
strikes over material to be deleted and underlines new material.
2. Any Board Member may introduce a proposed amendment to the Charter or to the
Bylaws (which may consist of new Bylaws) at any regular meeting or at any special meeting of
which 30 days advance written notice has been given to members of the Board. Any notice
required by this Article may be given by telegram, electronic or written communication. If
mailed, notice shall be mailed by United States mail, postage prepaid, to the last known address
of each Board Member.
Section 3. Board Consideration of Proposed Amendments.
If written notice of a proposed amendment to the Charter or to the Bylaws, and
information, including the text of the proposed amendment and a statement of its purpose and
effect, is provided to Board Members at least 30 days prior to any regular Board meeting or any
special meeting of which advance notice has been given, then the Board may vote on the
proposed amendment at the same meeting as the one at which the amendment is introduced.
Germane amendments to the proposed amendment within the scope of the original amendment
will be permitted at the meeting at which the vote is taken.
Section 4. Vote Required for Amendments to Charter or Bylaws.
Resolutions of the Board approving proposed amendments to the Charter or Bylaws
require an affirmative vote of a majority of the Board members voting on the issue, provided that
such majority equals not less than four (4) votes. Amendments to this Charter shall be effective
as provided in Section 5 of this Article. Amendments to the Bylaws shall be effective upon
adoption by the Board.
Proposed Charter amendments initiated and approved by the Board shall be submitted to
the each of the Councils of the Member Cities; provided, however, that no amendment to the
Charter shall be effective until approved by the Renton City Council and the Councils of four (4)
of the other Member Cities.
The Authority may conduct activities outside of the boundaries of the City of Renton,
Washington, including but not limited to acquiring, equipping, constructing, improving and
maintaining the SCORE Facility located in the City of Des Moines, Washington, upon
Charter 10
Section 5. City Council Approval of Proposed Charter Amendments.
ARTICLE XIV
MISCELLANEOUS
Section 1. Geographic Limitation.
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determination by the Renton City Council that each such activity will further the purposes of the
Authority, subject, however, to the applicable limitations set forth in RCW 35.21.740.
Section 2. Safeguarding of Funds.
Authority funds shall be deposited in a qualified public depository as determined by the
Washington Public Deposit Protection Commission.
Section 3. Public Records.
The Authority shall maintain all of its records in a manner consistent with the
Preservation and Destruction of Public Records Act, chapter 40.14 RCW. The public shall have
access to records and information of the Authority to the extent as may be required by applicable
laws.
Section 4. Reports and Information; Audits.
Within three (3) months after the end of the Authority's fiscal year, the Authority shall
file an annual report with the Finance Director and Council of each Member City containing an
audited statement of assets and liabilities, income and expenditures and changes in the
Authority's financial position during the previous year; a summary of significant
accomplishments; a list of depositories used; a projected operating budget for the current fiscal
year; a summary of projects and activities to be undertaken during the current year; a list of a list
of officers of the Board; and a list of individuals, if any, that are bonded pursuant.
The Authority shall, at any time during noiuial business hours and as often as each City
Finance Director or the State Auditor deem necessary, make available to each City Finance
Director and the State Auditor for examination all of the Authority's financial records, and shall
permit the each City Finance Director and State Auditor to audit, examine and make excerpts or
transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions of employment and other data relating to all the aforesaid
matters.
Charter 11
Section 5. Dissolution.
Dissolution of the Authority shall be in the form and manner required by this Charter,
Washington State law, the Ordinance, and the Bylaws. Dissolution proceedings may be initiated
by the Council of any of the Member Cities or, if the Board makes an affirmative fording that
dissolution is necessary or appropriate, the Board may adopt a resolution requesting Councils of
the Member Cities to adopt an ordinance dissolving the Authority. In either case, if five (5) of
the Councils of the Member Cities, each by ordinance, make an affirmative finding that
dissolution is warranted for any reason, then the existence of the Authority shall be terminated
by ordinance of the Renton City Council.
Upon dissolution of the Authority and the winding up of its affairs, the Board shall file a
dissolution statement as provided in the Ordinance. Title to all remaining property or assets of
P•t20358_0Gt20358_01Y 11/12/08
the Authority shall vest in SCORE or if there is no SCORE in existence at the time, then all
property and assets shall be distributed to the Member Cities in an allocable amount calculated
as provided in the Interlocal Agreement.
Notwithstanding the foregoing, the Authority shall not be dissolved until all Bonds issued
by the Authority are no longer outstanding. [question for the working group would you like to
add a provision that automatically dissolves the Authority once the debt is paid off?]
Membership to the Board shall not be directly or indirectly based upon or limited by age,
race, color, religion, sex, national origin, or the presence of any physical handicap. Furthermore,
the Authority shall not discriminate in any matter related to employment because of age, race,
color, sex, national original, or the presence of any physical handicap. The Authority shall, in all
solicitation or advertisements for employees placed by or on behalf of the Authority, if any, state
that all qualified applicants will receive consideration for employment without regard to age,
race, color, religion, sex, national origin, or the presence of any physical handicap.
This Charter is nonexclusive and does not preclude the granting by Member Cities of
other charters to establish additional public corporations pursuant to City ordinance.
ORIGINAL CHARIER APPROVED by Ordinance adopted by the City Council
of the City of Renton, Washington on 2008; Ordinance adopted by the City
Council of the City of Federal Way, Washington on 2008; Ordinance
adopted by the City Council of the City of Auburn, Washington on 2008;
Ordinance adopted by the City Council of the City of Des Moines, Washington on
2008; Ordinance adopted by the City Council of the City of Tukwila,
Washington on 2008; Ordinance adopted by the City Council of the City of
Burien, Washington on 2008; and Ordinance adopted by the City Council
of the City of SeaTac, Washington on 2008.
[SEAL]
Charter 12
Section 6. Nondiscrimination.
Section 7. Nonexclusive Charter.
ARTICLE XV
APPROVAL OF CHARIER
This Charter is APPROVED this day of
2008.
Mayor, City of Renton
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ATTEST:
City Clerk
Charter 13
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EXIITBIT D
BYLAWS
OF
SOUTH CORRECTIONAL ENTITY FACILITY
PUBLIC DEVELOPMENT AUTHORITY
ARTICLE 1
MEMBERSHIP
Section 1.1 Board Tenure. For the purpose of determining members of the South
Correctional Entity Facility Public Development Authority (the "Authority Board of Directors
(the "Board the procedures set forth in the Authority Charter (the "Charter and the SCORE
Interlocal Agreement (the "Interlocal Agreement by and among the Cities of Renton, Auburn,
Federal Way, Des Moines, Tukwila, Burien, and SeaTac, Washington (the "Member Cities
shall govern.
ARTICLE II
OFFICERS AND COMMITTEES
Section 2.1 Officers Designated. The Presiding Officer of the Administrative Board
selected in the manner provided in Section 4(e) of the Interlocal Agreement shall be the
President of the Board. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board. No person may simultaneously hold more than one
office. In addition to the powers and duties specified below, the officers shall have such powers
and perform such duties as the Board may prescribe.
Section 2.2 Oualification and Tei.ui of Office. The additional officers shall be
members of the Board or any other person designated by the Board who is at the time an official
or employee of at least one of the Member Cities or the SCORE Facility. The additional officers
shall be elected or appointed by the Board and shall hold office for terms established as a part of
the original appointment or for terms established in accordance with the Interlocal Agreement.
Section 2.3 Removal From Office. Upon reasonable prior notice to all Board
Members of the alleged reasons for dismissal, the Board by an affirmative vote of the majority of
the Board Members may remove any officer of the Board from his or her office whenever in its
judgment the best interests of the Authority will be served thereby.
Section 2.4 Vacancies. The Board shall fill any office which becomes vacant with a
successor who shall hold office for the unexpired term and until his or her successor shall have
been duly appointed and qualified.
Section 2.5 Reimbursement. The Board may reimburse Board Members, employees
and others performing services for the Authority reasonable expenses actually incurred in
performing their duties.
Section 2.6 Establishment of Committees. The Board may, by resolution, designate
one or more other committees, including an Executive Committee, each consisting of one or
more members, to advise the Board or, on matters other than those described in the Charter to act
for and on behalf of the Board. The designation of any such committee and the delegation
thereto of authority shall not operate to relieve any Board Member of any responsibility imposed
by law. The Executive Committee, if any, shall have and exercise such powers of the Board as
the Board shall from time to time provide by resolution.
Section 2.7 Code of Ethics.
(a) Except as otherwise provided in this section, no Board Member or employee of
the Authority may:
(1) Participate in a decision of the Authority in which that person or a member
of that person's immediate family has a financial interest, unless the financial interest is a
remote financial interest and participation is approved under subsection (b) of this
section;
(2) Use his or her position to secure special privileges or exemptions for
himself, herself, immediate family members, or others;
(3) Directly or indirectly, give or receive or agree to receive any
compensation, gift, reward, or gratuity from a source except the Authority for a matter
connected with or related to such individual's services in his or her position unless
otherwise provided for by law;
(4) Accept employment or engage in business or professional activity that
such individual might reasonably expect would require or induce him or her by reason of
his or her position with the Authority to disclose confidential information acquired by
reason of his or her position; or
(5) Disclose confidential information gained by reason of such individual's
position with the Authority, or otherwise use such information for his or her personal
gain or benefit.
(b) A Board Member or employee of the Authority may participate in a decision
described in (a)(1) above if that person or a member of that person's immediate family has only a
remote financial interest, the fact and extent of such financial interest is disclosed to the Board in
a public meeting, and is noted in the minutes of the Board before any participation by the Board
Member in the decision, and thereafter in a public meeting the Board by vote authorizes or
approves the participation. If the person whose participation is under consideration is a Board
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Member, that person must recuse him or herself and may not participate in a decision under this
subsection. Any Board Member with an ownership interest in property located within the
Authority area shall recuse him or herself from participating in a decision if such property is
directly benefiting from such action. For purposes of this subsection, "remote financial interest"
means:
(1) That of a nonsalaried officer of a nonprofit corporation;
(2) That of an employee or agent of a contracting party where the
compensation of the employee or agent consists entirely of fixed wages or salary and the
contract is awarded by bid or by other competitive process;
(3) That of a landlord or tenant of a contracting party, except in cases where
the property subject to the lease or sublease is owned or managed by the public
corporation;
(4) That of a holder of less than one percent of the shares of the corporation or
cooperative that is the contracting party; or
(5) That of an owner of a savings and loan or bank savings or share account or
credit union deposit account if the interest represented by the account is less than two
percent of the total deposits held by the institution.
(c) A Board Member or employee of the Authority is not considered to be
financially interested in a decision when the decision could not affect that person in a manner
different from its effect on the public at large.
(d) All Board Members shall disclose any information concerning actions or
activities of the candidate or his/her immediate family that present a potential conflict of interest
as a Board Member.
(e) For purposes of this section, "participate in a decision" includes all discussions,
deliberations, preliminary negotiations, and votes.
(f) For purposes of this section, "immediate family" means:
(1)
(2) Any dependent parent, parent -in -law, child, son -in -law, or daughter -in-
law; and
(3)
A spouse or domestic partner;
Any parent, parent -in -law, child, son -in -law, daughter -in -law, sibling,
uncle, aunt, cousin, niece or nephew residing in the household of the
Board Member or employee.
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(g) The Board may adopt additional conflict of interest and ethical rules it considers
appropriate.
Section 3.1 Books and Records. SCORE, on behalf of the Authority, shall keep
current and complete books and records of account and shall keep minutes of the proceedings of
its Board and its committees having any of the authority of the Board. The proceeds of any
borrowing by the Authority shall be held, invested and disbursed by SCORE, subject to the
terms and limitations established pursuant to the Interlocal Agreement. SCORE shall provide a
regular accounting of the fmancial affairs of the Authority to the Board at each regular Board
meeting. The obligations of the Authority shall be administered by SCORE, and SCORE is
hereby designated and delegated with full authority to administer such obligations, all in a
manner consistent with the Interlocal Agreement.
Section 3.2 Indemnification. The Authority elects to defend and indemnify its present
and former Board Members and employees and their successors, spouses, and marital
communities to the full extent authorized by law and the Charter. This right of indemnification
shall inure in perpetuity to each Board Member and employee, and his or her spouse and marital
community, commencing as soon as he or she has the full powers and responsibilities of his or
her position, and in the event of his or her death shall extend to his or her heirs, legal
representatives, and estate. Each person who shall act as a Board Member or employee of the
Authority shall be deemed to do so in reliance upon such indemnification, and such rights shall
not be exclusive of any other right which he or she may have.
Section 3.3 Principal Office. The principal office of the Authority shall be [1055
South Grady Way], Renton, Washington 98055.
Section 3.4 Fiscal Year. The Fiscal Year of the Authority shall begin January 1 and
end December 31 of each year, except the first fiscal year which shall run from the date the
Charter was issued to December 31, 2008.
APPROVED
Washington on
Federal Way on
of Auburn on
Des Moines on
Tukwila on
Burien on
City of SeaTac on
ARTICLE III
ADMINISTRATIVE PROVISIONS
ARTICLE IV
APPROVAL OF BYLAWS
by Ordinance adopted
2008; Ordinance
2008; Ordinance
2008; Ordinance
2008; Ordinance
2008; Ordinance
2008; and Ordinance
2008.
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by the City Council of the City of Renton,
adopted by the City Council of the City of
adopted by the City Council of the City
adopted by the City Council of the City of
adopted by the City Council of the City of
adopted by the City Council of the City of
adopted by the City Council of the
P:120358 DG120358 0IZ 11/12/08