HomeMy WebLinkAbout12-143 - Tukwila Pool Metropolitan Park District (TPMPD) - Bonding Tukwila Pool Capital ImprovementsCity of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
INTERLOCAL AGREEMENT
Agreement Number: 12-143(a)
Council Approval: 3/18/13
Amendment # 1 to Interlocal Agreement #12 -008 for the Tukwila Metropolitan Park
District and Agreement # 12 -143 for the City of Tukwila
That portion of the Interlocal Agreement between the City of Tukwila and the Tukwila
Metropolitan Park District is amended as follows:
Section 1.7 is amended to read as follows:
The Tukwila City Council has adopted Ordinance No. 2394 authorizing the issuance of not
to exceed $1,000,000 Limited Tax General Obligation Bonds, 2013 and the execution of
this Agreement to provide for the financing of the Pool Improvement Project.
Section 2 is amended to read as follows:
For purposes of this Agreement, the following words shall have the following meanings,
unless another meaning is clearly intended. Capitalized terms not defined below shall have
the meanings given in the Bond Ordinance.
"Agreement" means this Interlocal Agreement for the funding of the Tukwila Pool
Improvement Project, entered into by and between the City and TMPD under the authority
of RCW 35.61.290 and 67.20.010.
"Bond Counsel" means a firm of nationally recognized Bond Counsel selected by the City.
"Bond Ordinance" means Ordinance No. 2394 of the City of Tukwila authorizing
issuance of the City's Limited Tax General Obligation Bonds, 2013 (Pool
Improvement Project).
"Business Day" means any day that is not a Saturday, Sunday, holiday or other day on
which commercial banking institutions in Washington state are authorized or obligated by
law or executive order to be closed.
"City" means the City of Tukwila, Washington.
"Code" means the Internal Revenue Code of 1986, as amended, together with all
administrative rulings and regulations promulgated or issued thereunder.
"Debt Service Payment" means any payment of principal or interest (or both) with respect
to Pool Improvement Project Bonds plus any premium, prepayment penalty, credit
enhancement, remarketing or similar fee coming due and payable on any principal or
interest payment date and not paid on issuance of the bonds.
CA: 2012
1 of GY■
Page 1 of 2
"Gross TMPD Revenues" means all taxes, fees, charges and other revenues received by
TMPD from any source whatsoever.
"Pool Improvement Project" or "Project" means the Tukwila Pool Improvement Project
described in Exhibit A and incorporated by this reference.
"Pool Improvement Project Bonds" the City's Limited Tax General Obligation Bonds, 2012,
authorized by the Bond Ordinance.
"Parties" means the City and TMPD.
"Tukwila Metropolitan Park District" or "TMPD" means The Tukwila Metropolitan Park
District, a municipal corporation created pursuant to chapter 36.120 RCW and a vote of the
people held on August 16, 2011.
"TMPD Board' means the governing board of TMPD.
"TMPD Payment" means one or more payments made by TMPD under this Agreement to
fund the City.
Exhibit B is amended as follows:
Exhibit B to the Interlocal Agreement is deleted and hereby replaced with Exhibit B -2.
Exhibit B -2 is fully incorporated for all purposes of this Agreement.
All other provisions of the contract shall remain in full force and effect.
Dated this /0 #1 day of ` 12A-AG1,_
CITY OF TUKWILA
agge5t
PPROVED AS TO FORM
ayor
ey M. Kersidi
City Attorney
,20/3
TUKWILA METROPOLITAN PARK
DISTRICT
Verna Seal, Board President
D AS TO FORM
Lis M. Marshall,
ommission Attorney
City of Tukwila
Cashmere LTGO Bond Amortization Schedule
EXHIBIT B -2
PAYMENT
PERIOD BEGINNING PRINCIPAL INTEREST RATE INTEREST ENDING CASH FLOW
2/1/2013 1,000,000.00 1,000,000.00
6/1/2013 1,000,000.00 (50,731.67) 0.02 (5,833.33) 949,268.33 (56,565.00)
12/1/2013 949,268.33 (48,258.90) 0.02 (8,306.10) 901,009.43 (56,565.00)
6/1/2014 901,009.43 (48,681.17) 0.02 (7,883.83) 852,328.26 (56,565.00)
12/1/2014 852,328.26 (49,107.13) 0.02 (7,457.87) 803,221.13 (56,565.00)
6/1/2015 803,221.13 (49,536.82) 0.02 (7,028.18) 753,684.31 (56,565.00)
12/1/2015 753,684.31 (49,970.26) 0.02 (6,594.74) 703,714.05 (56,565.00)
6/1/2016 703,714.05 (46,537.07) 0.03 (10,027.93) 657,176.98 (56,565.00)
12/1/2016 657,176.98 (47,200.23) 0.03 (9,364.77) 609,976.75 (56,565.00)
6/1/2017 609,976.75 (47,872.83) 0.03 (8,692.17) 562,103.92 (56,565.00)
12/1/2017 562,103.92 (48,555.02) 0.03 (8,009.98) 513,548.90 (56,565.00)
6/1/2018 513,548.90 (49,246.93) 0.03 (7,318.07) 464,301.97 (56,565.00)
12/1/2018 464,301.97 (49,948.70) 0.03 (6,616.30) 414,353.27 (56,565.00)
6/1/2019 414,353.27 (48,277.93) 0.04 (8,287.07) 366,075.34 (56,565.00)
12/1/2019 366,075.34 (49,243.49) 0.04 (7,321.51) 316,831.85 (56,565.00)
6/1/2020 316,831.85 (50,228.36) 0.04 (6,336.64) 266,603.49 (56,565.00)
12/1/2020 266,603.49 (51,232.93) 0.04 (5,332.07) 215,370.56 (56,565.00)
6/1/2021 215,370.56 (52,257.59) 0.04 (4,307.41) 163,112.97 (56,565.00)
12/1/2021 163,112.97 (53,302.74) 0.04 (3,262.26) 109,810.23 (56,565.00)
6/1/2022 109,810.23 (54,368.80) 0.04 (2,196.20) 55,441.43 (56,565.00)
12/1/2022 55,441.43 (55,441.43) 0.04 (1,108.83) 0.00 (56,550.26)
(131,285.26)
12-143
Council Approval 11/19/12
INTERLOCAL AGREEMENT
by and between
CITY OF TUKWILA and TUKWILA METROPOLITAN PARK DISTRICT
This Agreement, dated this /9*" day of N6ywItho., , 2012, is entered into by and
between the City of Tukwila, Washington (the "City"), a code city organized under the laws of
the State of Washington, and the Tukwila Metropolitan Park District ("TMPD"), a municipal
corporation organized under the authority of Chapter 35.61 RCW (collectively, the "Parties").
This agreement is entered into under the authority of RCW 35.61.290, .300 and 67.20.010.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Recitals—Purpose of Agreement
1.1. The City of Tukwila is a code city operating under chapter 35A RCW and
other applicable state law, and the Tukwila Metropolitan Park District is a municipal
corporation created pursuant to a vote of the people held in August 16, 2011 under
chapter 35.61 RCW with responsibility for ownership and operation of the Tukwila
Pool.
1.2. The City and the TMPD are in need of funds with which to undertake
needed improvements, repairs and upgrades to the pool and related facilities owned
and operated by the TPMPD (the "Pool Improvement Project" or the "Project"), all as
more specifically described in Exhibit A, which is incorporated by this reference.
1.3. RCW 67.20.010 authorizes "Any city...any separately organized park
district...shall have power, acting independently or in conjunction with...[any] city,
[or] park district...to build, construct, care for, control, supervise, improve, operate
and maintain parks, playgrounds, gymnasiums, swimming pools, field houses and
other recreational facilities...".
1.4. RCW 35.61.290 authorizes the City and the TMPD to "enter into an
agreement embodying such terms and conditions of any such grant or loan [to provide
for the continuous operation, maintenance and/or improvement of metropolitan park
district property] as may be mutually agreed upon."
1.5. The City Council finds that is likely to result in the lowest cost of
borrowing and is in the best interests of the City to issue bonds and to loan the
proceeds of those bonds to the TMPD to carry out the Pool Improvement Project.
1.6. RCW 35.61.100 provides that the limitation on nonvoter approved general
obligation indebtedness is equal to 0.25% of the value of the taxable property in the
metropolitan park district, which available debt capacity is currently $11,509,975.65,
based on the 2012 assessed valuation of$4,603,990,258. The TMPD currently has no
nonvoter approved general obligation indebtedness outstanding. The indebtedness
created under this Agreement is incurred within the TMPD's available debt capacity.
S+ )J JL 6y'&"�
FINAL-11/14/12 PAGE 1
1.7. The Tukwila City Council has adopted Ordinance No.J'3-10 authorizing
the issuance of not to exceed $1,100,000 Limited Tax General Obligation Bonds, 2012
and the execution of this Agreement to provide for the financing of the Pool
Improvement Project.
Section 2. Definitions.
For purposes of this Agreement, the following words shall have the following meanings,
unless another meaning is clearly intended. Capitalized terms not defined below shall have the
meanings given in the Bond Ordinance.
"Agreement" means this Interlocal Agreement for the funding of the Tukwila Pool
Improvement Project, entered into by and between the City and TMPD under the authority of
RCW 35.61.290 and 67.20.010. .
"Bond Counsel" means a firm of nationally recognized Bond Counsel selected by the City.
"Bond Ordinance" means Ordinance NAMO of the City of Tukwila authorizing issuance
of the City's Limited Tax General Obligation Bonds, 2012 (Pool Improvement Project).
"Business Day" means any day that is not a Saturday, Sunday, holiday or other day on which
commercial banking institutions in Washington state are authorized or obligated by law or
executive order to be closed.
"City" means the City of Tukwila, Washington.
"Code" means the Internal Revenue Code of 1986, as amended, together with all
administrative rulings and regulations promulgated or issued thereunder.
"Debt Service Payment" means any payment of principal or interest (or both) with respect to
Pool Improvement Project Bonds plus any premium, prepayment penalty, credit enhancement,
remarketing or similar fee coming due and payable on any principal or interest payment date and
not paid on issuance of the bonds.
"Gross TMPD Revenues" means all taxes, fees, charges and other revenues received by
TMPD from any source whatsoever.
"Pool Improvement Project" or "Project" means the Tukwila Pool Improvement Project
described in Exhibit A and incorporated by this reference.
"Pool Improvement Project Bonds" the City's Limited Tax General Obligation Bonds, 2012,
authorized by the Bond Ordinance.
"Parties"means the City and TMPD.
"Tukwila Metropolitan Park District" or "TMPD" means The Tukwila Metropolitan Park
District, a municipal corporation created pursuant to chapter 36.120 RCW and a vote of the
people held on August 16, 2011.
Firms,-11/14/12 PAGE 2
"TMPD Board"means the governing board of TMPD.
"TMPD Payment" means one or more payments made by TMPD under this Agreement to
fund the City.
Section 3. TMPD Responsibilities.
3.1. TMPD Payments. TMPD agrees to make TMPD Payments to the City from
Gross TMPD Revenues at the times in the amounts set forth in Exhibit B, which is incorporated
by this reference. TMPD shall make each TMPD Payment to the City by wire transfer or other
electronic transfer on each June 1 and December 1. The City is not required to bill TMPD for
these payments. If any payment date is not a Business Day, the payment shall be due and payable
on the next preceding Business Day. Prepayments may be made by the TMPD only pursuant to
a defeasance plan agreed to in writing by both Parties. If TMPD fails to make any TMPD
Payment in a timely manner, its obligation to make that payment shall accrue interest at the rate
of investment earnings on the City's consolidated cash pool until the TMPD Payment and the
interest accruing under this subsection are fully paid.
3.2. Pledge of Gross TMPD Revenues. For so long as any Pool Improvement
Project Bonds remain outstanding, TMPD irrevocably pledges to levy and collect the taxes and
to collect the other revenues included in Gross TMPD Revenues in an amount sufficient,
together with other money legally available for this purpose, to make when due all TMPD
Payments under this Agreement. TMPD agrees that the City may (but is not required to) rely on
this pledge and may offer it as security for Pool Improvement Project Bonds.
3.3. TMPD Covenants. For so long as any Pool Improvement Project Bonds
remain outstanding, TMPD will not create or suffer to be created any lien against Gross TMPD
Revenues that is prior and superior to the lien created or contemplated in connection with this
Agreement. Further, TMPD will not issue indebtedness or incur any obligations payable from
Gross TMPD Revenues unless and until it has given due regard to its ability to meet its
obligations under this Agreement and all other outstanding obligations. As used in this
Subsection 2.3, "due regard" has the same meaning as it is given in the context of
RCW 39.46.150.
Section 4. City Responsibilities.
4.1. Application of TMPD Payments. The City agrees to apply all amounts
received as TPMPD Payments solely: (1) to pay or reimburse the City for costs of the Pool
Improvement Project not expected to be paid with bond proceeds; or (2) to make Debt Service
Payments on Pool Improvement Project Bonds, or to refund or defease such bonds (including,
without limitation, paying costs of issuance, purchasing securities for the funding of any
defeasance escrow and administrative costs associated with a refunding or defeasance, if any). If
and to the extent that amounts allocable to TMPD Payments remain in a Pool Improvement
Project debt service fund or account after the Pool Improvement Project Bonds are no longer
outstanding, such amounts shall be applied to additional costs of the Pool Improvement Project
or as otherwise directed in the Bond Ordinance, consistent with applicable law.
RNAL-1 l/14/12 PAGE 3
4.2. Pool Improvement Project Bonds. The City agrees to issue Pool
Improvement Project Bonds to finance the Pool Improvement Project. Timing of any such
issuance is at the sole discretion of the City. The City may in its sole discretion issue bonds that
refund Pool Improvement Project Bonds. Any such refunding bonds issued by the City under this
section shall be treated as "Pool Improvement Project Bonds" for all purposes of this Agreement,
and the terms and conditions of this Agreement shall remain in full force and effect.
4.2.1. Description of Pool Improvement Project Bonds. Pool Improvement Project
Bonds may be issued as general obligation bonds, may be secured (in whole or in part) by the
pledge of TMPD in Section 2.2 of this Agreement, and may be combined with any other series of
bonds issued by the City. Pool Improvement Project Bonds shall have a final maturity date no
more than 20 years after their date of issuance; shall bear interest at the rates and on the basis set
forth in the Bond Ordinance; and may be subject to such optional and mandatory redemption
provisions and other terms (including but not limited to credit enhancement devices) as the City
deems necessary or convenient.
4.2.2. Application of Bond Proceeds. If and when it does issue Pool Improvement
Project Bonds, the City agrees to apply the proceeds, after payment of costs of issuance, solely to
the Pool Improvement Project and related costs.
4.2.3. Allocation of TMPD Payments. As described in Section 3.1, the City expects
that a portion of the TMPD Payments may be used for Debt Service Payments and a portion may
be applied to ongoing costs of the Pool Improvement Project. In light of this, the City may at
any time make an allocation indicating what portion of TMPD Payments will be used for Debt
Service Payments on that issue, and only that portion of TMPD Payments shall be treated as
"pledged funds" within the meaning of the Code. To the extent that TMPD Payment amounts are
in excess of the amount necessary to meet the allocated portion of Pool Improvement Project
Bond Debt Service Payments, such amounts shall not be considered pledged to the Pool
Improvement Project Bonds and may be used for capital costs of the Pool Improvement Project
that are not expected to be financed with bond proceeds.
Section 5. Tax Exemption; Continuing Disclosure.
5.1. Tax Exemption. It is the intention of TMPD and the City that interest on
any Pool Improvement Project Bonds will be and remain excluded from gross income of the
owners of those bonds under federal tax law. To that end, TMPD covenants that it has not taken
or permitted to be taken and will not take or permit to be taken any action that will cause the
interest on the Pool Improvement Project Bonds to become included in gross income for federal
tax purposes pursuant to the Code or to become "arbitrage bonds" within the meaning of Section
148 of the Code. TMPD acknowledges and agrees that Bond Counsel to the City will rely upon
the facts, estimates and circumstances in existence on the issue date and the reasonable
expectations of TMPD as to future events respecting TMPD Payments to enable them to
conclude that the Pool Improvement Project Bonds are governmental obligations the interest on
which is excluded from gross income for federal income tax purposes under Section 103 of the
Code. By virtue of this covenant to comply with future laws or regulations, TMPD does not
intend nor shall either be deemed to waive any rights or defenses that it may have to contest the
application of such laws or regulations to the Pool Improvement Project on the grounds that such
FINAL-11/14/12 PAGE 4
application would constitute a prohibited impairment of contract or on any other applicable
grounds. Nevertheless, while contesting the application of any such laws or regulations, TPMPD
shall take such actions deemed necessary in the opinion of Bond Counsel to maintain the
exclusion from gross income of interest on the Pool Improvement Project Bonds. TMPD's
responsibilities under this section shall be limited to actions within its control. None of the
covenants and agreements herein contained shall require TMPD to enter an appearance or
intervene in any administrative, legislative or judicial proceeding in connection with any changes
in applicable laws, rules or regulations or in connection with any decisions of any court or
administrative agency or other governmental body affecting the taxation of interest on the Pool
Improvement Project Bonds.
5.2. Official Statement. The Parties acknowledge that the City may participate
in preparing an official statement or other offering document in connection with the offer and
sale of the Pool Improvement Project Bonds. To the extent that the TMPD Payments are pledged
to repayment of the Bonds, TMPD agrees to cooperate with the City in providing such
information as may be necessary for inclusion in the document and further agrees to certify that
the information pertaining to TMPD and presented in such document is fair and accurate.
5.3. Continuing Disclosure. To the extent that Rule 15c2-12 (the "Rule") of the
United States Securities and Exchange Commission (the "SEC") requires TMPD, as an
"obligated person," to provide a written undertaking (the "Undertaking") for the benefit of the
holders of the Pool Improvement Project Bonds, TMPD agrees to execute such a written
Undertaking prior to the issue date of the Bonds. For purposes of this Undertaking, the term
"holders of the bonds" shall have the meaning intended for such term under the Rule.
Section 6. Miscellaneous.
6.1. Term of Agreement. This Agreement shall take effect as of the date first
written above and shall expire when all TMPD Payments due under the TMPD Payment
schedule in Exhibit B have been paid in full, including all interest due on delinquent payments.
Binding Effect; Assignment, Third Party Beneficiaries. Neither Party may assign its interest
or obligation under this Agreement without the prior written consent of the other Party, except
that the City may at its sole option pledge its interest in the TMPD Payments for the benefit of
owners of Pool Improvement Project Bonds as provided in Section 2.2. This Agreement shall
inure to the benefit of and shall bind the respective assignees. There are no other third party
beneficiaries of this Agreement, and its terms are not intended to establish nor to create any
rights in any persons or entities other than the City, TPMPD, and the respective successors and
assigns of each.
6.3. Amendments; Reliance. No amendment of any provision of this Agreement
is valid unless set forth in a written amendment signed by the Parties. The Parties acknowledge
that the City will issue the Bonds in reliance on this Agreement. If Pool Improvement Project
Bonds are rated by a rating agency, then no amendment shall be permitted unless written
confirmation from each rating agency has been obtained to the effect that the proposed
amendment will not result in a reduction or withdrawal of the rating on the Pool Improvement
Project Bonds. If the Pool Improvement Project Bonds are not rated by a rating agency, then no
FINAL-11/14/12 PAGE 5
amendment will be permitted unless, in the opinion of Bond Counsel to the City, such
amendment will not adversely affect the owners of the Pool Improvement Project Bonds.
6.4. Waiver. No provision of this Agreement may be waived except if
expressly given in writing, and no implied or oral waiver may be used to materially impair the
force and effect of any substantive provision of this Agreement. Any waiver of a Party's right
with respect to a default under this Agreement, or with respect to any other matter arising in
connection therewith, shall not be deemed a waiver with respect to any subsequent default or
matter.
6.5. Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.
6.6. Applicable Law and Venue. This Agreement shall be governed by the
laws of the State of Washington. The venue for any legal action arising from a dispute under this
Agreement is the Superior Court for King County.
6.7. Entire Agreement. This Agreement constitutes the entire and exclusive
agreement between the Parties relating to the specific matters covered in this Agreement. All
prior or contemporaneous oral or written agreements, understandings, representations or
practices relative to the foregoing are superseded, revoked and rendered ineffective for any
purpose. This Agreement may be altered, amended or revoked only as set forth in Section 5.3.
No oral agreement or implied covenant may be held to vary the terms of this Agreement, any
statute, law or custom to the contrary notwithstanding.
6.8. Time of the Essence. Time and all terms and conditions shall be of the
essence of this Agreement.
6.9. Notices. All notices required to be in writing shall be given using the
notice addresses in this section. A Party may designate a different notice address by providing
written notice to the other Party.
If to TMPD: MPD Board President
c/o Rick Still, Parks and Recreation Director
1242442"d Avenue South
Tukwila, WA 98168
Telephone: 206-767-2344
Email: Rick.Still @TukwilaWA.gov
If to the City: The City of Tukwila
Department of Finance
6200 Southcenter Blvd.
Tukwila, WA 98188
Telephone: 206-433-1835
Email: Peggy.McCarthy @TukwilaWA.gov
FINAL-11/14/12 PAGE 6
6.11. Execution in Counterparts. This Agreement may be executed in one or
more counterparts. The Parties agree to execute a release or other appropriate instruments as
shall be necessary to certify compliance with the terms of this Agreement upon full and complete
satisfaction of the terms of this Agreement.
6.11 Indemnification of the City. The Park District shall indemnify and hold City and its
agents, employees, and/or officers, harmless from and shall process and defend at its own expense
any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of
whatsoever kind or nature, brought against City arising out of, in connection with, or incident to the
making of the Loan that is the subject of this Agreement and/or Park District's performance or
failure to perform any aspect of this Agreement; provided, however, that if such claims are caused
by or result from the concurrent negligence of City, its agents, employees, and/or officers, this
indemnity provision shall be valid and enforceable only to the extent of the negligence of Park
District; and provided further, that nothing herein shall require Park District to hold harmless or
defend City, its agents, employees and/or officers from any claims arising from the sole negligence
of City, its agents, employees, and/or officers. No liability shall attach to City by reason of entering
into this Agreement except as expressly provided herein.
6.12 Interlocal Cooperation Act Provisions. It is not intended that a separate legal entity
be established to conduct this cooperative undertaking. No special budget or funds are anticipated,
nor shall any be created. The parties are each responsible for their own finances in connection with
this Agreement, and nothing in this Agreement shall be deemed or construed otherwise. The parties
do not intend to acquire, hold, or dispose of any real or personal property pursuant to this
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized officers and representatives as of the date indicated above.
THE CITY OF TUKWILA TUKWILA METROPOLITAN PARK
DIST C
By: �- By:
roas aggerto or Verna Seal, Board President
Ap to Form: Approv d s to Form:
t �
aI� A,
PSI( S elley M. Kerslake, a M. Marshall,
City Attorney Commission Attorney
FINAL-11/14/12 PAGE 7
Exhibit A
Project Description:
"Project" or "Pool Improvement Project" means certain improvements, repairs and upgrades to
the pool and related facilities owned by the Tukwila Metropolitan Park District, and other capital
purposes as deemed necessary and advisable by the MPD Board of Commissioners. Incidental
costs incurred in connection with carrying out and accomplishing the Project, consistent with
RCW 39.46.070, shall be included as costs of the Project. The term "Project" includes
acquisition, construction and installation of all necessary furniture, equipment, apparatus,
accessories, fixtures and appurtenances.
Exhibit B
TMPD Payment Schedule
Due Date Principal Interest Total
6/1/2013 -
12/l/2013
6/1/2014 -
12/l/2014
6/l/2015 -
12/l/2015
6/1/2016 -
12/l/2016
6/l/2017 -
12/l/2017
6/l/2018 -
12/l/2018
6/l/2019 -
12/l/2019
6/l/2020 -
12/l/2020
6/l/2021 -
12/l/2021
6/l/2022 -
12/l/2022
6/l/2023 -
12/1/2023
6/l/2024 -
12/l/2024
6/l/2025 -
12/l/2025
6/l/2026 -
12/1/2026
6/l/2027 -
12/l/2027
TOTAL 1,100,000.00