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03-073 Development of Regional Center Projects R I (/ / RETURN ADDRESS Jeffrey C. Nave Foster Pepper&Shefelman PLLC West 422 Riverside Avenue,Suite 1310 Spokane,WA 99201 4962628 fage: 1 of 097�5f2c}3 ii;32 3O FOSTER., F'EYPER Aff . $50.00 Spokane 0o, WA AFFIDAVIT OF JEFFREY C.NAVE AS TO ORIGINALITY OF ATTACHED INTERLOCAL AGREEMENT FOR RECORDING IN COUNTY RECORDS State of Washington ) )ss. County of Spokane ) Document Title(s): Interlocal Agreement for Development of Regional Center Projects Reference Number(s)of Related Documents: None Grantor(s): Spokane Public Facilities District Spokane County,Washington City of Spokane Valley,Washington Grantee(s): Spokane Public Facilities District Spokane County,Washington City of Spokane Valley,Washington I,JEFFREY C. NAVE,being duly sworn hereby states under oath that: 1. I am a member of the law firm of Foster Pepper& Shefelman PLLC and represent the Spokane Public Facilities District,Spokane County,Washington. I have personal knowledge of the facts set forth herein. 2. Attached to this Affidavit for the purposes of recording in the public records of Spokane County is an exact copy of the original Interlocal Agreement for Development of Regional Center Projects between the parties set forth therein,and first effective as of August 19,2003. I declare under penalty of perjury that the foregoing is true and correct. • Dated this f day of September,2003. -S _—Q SJtCNFi� `� r 'ey C. N- e • Ctt or SON -lj I 4' ,� .,BA iiii. s': O-TARY 4p% :0 ' �r N• / (Signature of Notary) SU PU3�C, i James" 4cNeill III ill /phi (Legibly Print or Stamp Name of Notary) it dj..•. 1-12-06• (.1 - Notary public in and for the state of Washington,residing at Spokane.• tt OF��'F$�_\�— My appointment expires July 12,2006 Sign below only if your doculftW3 Non-Standard: I am requesting art emergency non-standard recording for an additional fee as provided in RCW 36.18.010. I understand that the recording processing requirements may cover up or otherwise obscure some parts of the text of th original document. Fee for non-standard processing is$50. kA--- 6 kfeyil/fhve ature of Requesting Party swims.a • • CO-73 II itl_ it I 1111111 II 1 I 68 fao49e: 262 2 of 32 09/i512.#3 11:30A • ;OSIER, PE/TER Afr 550.00 Spokane Co, hri CERTIFICATION 1, Sherry Leatha, the Clerk of the Board of Directors of the Spokane Public Facilities District, hereby certify as follows: The attached copy of the Interlocal Agreement For Development of Regional Center Projects (the "Agreement") is a full, true and correct copy of the Agreement first effective as of August 1 9, 2003. • IN WITNESS WHEREOF, 1 have hereunto set my]land this 12th day of September, 2003. • • • Sherry Leatha • • • • • 503 993 6202 • 3 0743 • II 0 Rill Hil 496268 Pag?: 3 204 C'9(15)2003 11;332' FOSIER, PEPPER AFF $50.&0 Spokane Go, 1A INTERLOCAL AGREEMENT • FOR DEVELOPMENT OF REGIONAL CENTER!'ROJ'ECTS • 50336E20.04 • in 4962628 111111 �j1512Pr o1i2A 'Si€R, PEPPER AFF S50.00 Spokane Co, !A TABLE OF CONTENTS Page SECTION 1 DEFINITiONS 3 SECTION 2 DEVELOPMENT AND FINANCING OF THE CONVENTION CENTER PROJECT 7 2.1 Development of the Convention Center Project 7 2.2 Timeline for Development of Convention Center Project 8 2.3 Site Acquisition, Development and Ownership 8 2.4 District Insurance for the Convention Center Project 8 2.5 Local Matching Contributions for Regional Center Projects 8 2.6 Financing of Convention Center Project 9 2.7 Application of Regional Tax Revenues 10 2.8 Future Convention Center Project Expansion 11 2.9 Convention Center Project Operation 1 1 SECTION 3 DEVELOPMENT AND FINANCING OF THE FAIR & EXPO CENTER PROJECT I 1 3.1 Development of the Fair& Expo Center Project 11 • 3.2 Timeline for Development of Fair& Expo Center Project • 11 3.3 Site Acquisition, Development and Ownership of Fair&Expo Center Project 11 3.4 Financing of Fair& Expo Center Project 12 3.5 Fair& Expo Center Payments 13 3.6 County lnsurancc for the Fair& Expo Center Project 14 SECTION 4 DEVELOPMENT AND FINANCING OF THE MIRABEAU POINT PROJECT 14 4.1 Development of the Mirabeau Point Project 14 4.2 Timeline for Development of Mirabeau Point Project 14 4.3 Site Acquisition, Development and Ownership of Mirabeau Point Project 15 4.4 Financing of Mirabeau Point Project 15 4.5 Mirabeau Point Payments 16 4.6 Valley City Insurance for the Mirabeau Point Project 17 SECTION 5 MISCELLANEOUS 17 5.1 Administrator of Joint Undertaking 17 5.2 Supplemental Agreements 17 5.3 Effectiveness of Agreement 17 5.4 Assignment 17 -i- I I II 4962628 11c111 Page; 5 of 32 II II 111111 n� 03)15/2003 11:30A FOSTER, PEPPER AFF $50.00 Spokane Co, i 5.5 Third Party Beneficiaries 18 5.6 Actions Contesting Agreement 18 5.7 Entire Agreement, Amendments,and Waiver 18 5.8 Governing Law; Venue .18 5.9 Captions 18 • 5.10 Notices 19 5.11 Specific Approvals 20 5.12 Severability _ 20 • • 5.13 Counterparts • - 20 5.14 Time is of the Essence 20 • • • • • • • • • • • -ii- 503032O.O4 k "PLAN r~:;^„'�t.al I' �Y,_�U E 27, 2003 INTERLOCAL AGREEMENT FOR DEVELOPMENT OF R:EGIONAL CENTER PROJECTS This Interlocal Agreement for Development of Regional Center Projects ("Agreement") is entered into this day of July, 2003, by and among the SPOKANE PUBLIC FACILITIES DISTRICT (the "District"), a municipal corporation duly organized and existing under the laws of the State; SPOKANE COUNTY, WASHINGTON (the "County"), a class A county duly organized and existing under the laws of the state of Washington (the "State"); and the. CITY OF SPOKANE VALLEY (the "Valley City"), a municipal . corporation duly organized and existing under the laws of the State.. The entities executing this Agreement are each referred to below as a "Party," and are collectively referred to as the "Parties." Unless otherwise defined in this Agreement, each capitalized term used in this Agreement shall have the meaning given in Article II. RECITALS • A. The District is authorized under RCW 36.100.030(1) to "acquire, construct, own, remodel, maintain, equip, reequip, repair and operate sports facilities, entertainment facilities, • convention facilities or regional centers as defined in RCW 35.57.020, together with contiguous parking facilities." B. RCW 36.100.040 provides that a public facilities district may submit an authorizing proposition to the voters of the district to impose an excise tax on the sale of or charge made for the furnishing of lodging by a hotel, rooming house, tourist court, motel or trailer camp, and the granting of any similar license to use real property on premises having more than 40 lodging units the proceeds of which excise tax must be used for the acquisition, design, construction, remodeling, maintenance, equipping, reequipping, repairing and operation of its public facilities. C. RCW 82.14.048 provides that a public facilities district may submit an authorizing proposition to the voters of the district to impose a sales and use tax at a rate not to exceed 2/10 of 1% of the selling price in the case of a sales tax, or value of the article used, in the case of a use tax, the proceeds of which sales and use tax shall be used for the financing, design, acquisition, construction, equipping, operating, maintaining, remodeling, repairing and reequipping of its public facilities. D. RCW 82.14.390 authorizes the governing body of a public facilities district created before July 31, 2002, that commences construction of a new regional center, or improvement or rehabilitation of an existing regional center, before January 1, 2004, to impose a sales and use tax, with the rate of such sales and use tax not to exceed 0.033 percent of the selling price in the case of a sales tax or value of the article used in the case of a use tax, which . sales and use tax shall expire when the bonds issued for the construction of the regional center and the related parking facilities are retired, but not more than 25 years after the tax is first collected. II II Nil 1111 1111 II 11 4962628 -1- 09�15j2C�3 G1i:30A 5,0386,9':0.04 FOSTER, PEPPER AFF S50,CO Spokane Ca, FA ,. I 4962628 'N Page: 7 of 2 11111 111111 II III 05;1512003 11:30A FOSTER, PEPPER AFF 5O.00 Spokane Co, WA E. The Board of Directors of the District has determined that it is in the best interests •of the residents and inhabitants of the District for the District to undertake and accomplish three regional center projects within its boundaries, i.e., the Convention Center Project, the Fair& Expo Center Project and the Mirabeau Point Project (collectively, the "Regional Center . Projects"). F. The District submitted proposals to its qualified electors, and on May 21, 2002, those qualified electors approved proposals to expand its powers and to extend its existing sales and use tax and existing hotel/motel tax to enable the District to undertake and accomplish the Regional Center Projects. G. The District has determined that the amount required to be funded from Regional Tax Revenues (defined hereinafter) to undertake and accomplish the Regional Center Projects, including expenses incidental thereto, does not exceed $96,000,000. H. The Parties intend to jointly develop the Regional Center Projects, in accordance with this Agreement, as multipurpose facilities meeting the definition of"regional centers" under RCW 35.57.020, "multi-purpose community centers" under RCW 35.59.010, and, in the case of the Convention Center Project and the Fair & Expo Center :Project, "tourism-related facilities" under RCW 67.28.080. The Regional Center Projects are intended to directly serve the County, • the District and the Valley City, and their respective residents, as well as serving a broader population in the region and the State. The Valley City, the County and the District desire to work cooperatively under RCW 36.100.030(2), chapter 35.59 RCW, chapter 39.34 RCW and chapter 67.28 RCW so that the District can obtain sufficient financing to accomplish the Regional Center Projects consistent with the terms of this Agreement. 1. By the District Bond Resolution, the District has approved or will approve the • issuance and sale of its Sales/Use Tax and Hotel/Motel Tax Bonds, 2003; in an aggregate principal amount of not to exceed $77,000,000 to finance a portion of the costs of undertaking and accomplishing the Convention Center Project. J. By the County Bond Resolution, the County has approved or will approve the issuance and sale of its limited tax general obligation bonds as portions of two separate series in an aggregate principal amount of not to exceed $12,000,000 to provide financing for a portion of the costs of undertaking and accomplishing the Fair & Expo Center Project. • . K. By the Valley City Bond Ordinance, the Valley City has approved or will approve the issuance and sale.of its limited tax general obligation bonds in an aggregate principal amount of not to exceed $7,000,000 to provide financing for a portion of the costs of undertaking and accomplishing the Mirabeau Point Project. • L. The County and the Valley City each are authorized pursuant to'chapter 35.59 RCW, either individually or jointly with another municipality such as the District, to acquire, lease, construct, add to, improve, replace, repair, maintain, operate and regulate the use ofmulti- purpose community centers, and are further authorized by chapter 35.59 RCW to participate in the financing of and to appropriate and/or expend any available public.money for, multi-purpose -2- 5038652(04 • • i If--1 1311 1111111114111 4962628 Pa 0 ge: 8 of 32 Hill 15!20) 11:30k FOSTER. PEPPER AFT- S50.00 Spokane Co, lik community centers. RCW 67.28.120 provides that any municipality (including any city or county) may, individually or jointly with any other municipality or person, acquire and operate tourism-related facilities. RCW 36.100.030(2) provides that a public facilities district may enter into agreements under chapter 39.34 RCW for the joint provision and operation of facilities, including regional centers, and may enter into contracts under chapter 39.34 RCW where any party to the contract provides and operates such facilities for the other party or parties to the . -contract. Chapter 39.34 RCW further enables the Parties to carry out collectively any activities that they are individually permitted to pursue under applicable law. . • M. The County, the District and the Valley City have negotiated this Agreement under which (i) the District will carry out. the Convention Center Project; (ii) the County and the District will jointly develop the Fair & Expo Center Project under the County's.lead, with the District providing financial assistance in the form of intergovernmental payments (the "Fair & Expo Center Payments"); and (iii) the Valley City and the District will jointly develop the Mirabeau Point Project under the Valley City's lead, with the District providing financial assistance in the form of intergovernmental payments (the "Mirabcau Point Payments"). 1\r. The District, by Resolution No. 03-03 adopted on July 1, 2003, has authorized the execution of this Agreement on behalf of the District. O. The County, by Resolution No. adopted on , 2003, has authorized the execution of this Agreement on behalf of the County. P. The Valley City, by Ordinance No. passed on , 2003, has authorized the execution of this Agreement-on behalf of the Valley City. NOW, THEREFORE, in consideration of the mutual representations, covenants, promises and agreements hereinafter contained, the District, the County and the Valley City mutually represent, covenant, acknowledge and agree as follows: AGREEfs1Il NT SECTION 1 DEFINITIONS. Unless otherwise defined in this Agreement, each of the following terms shall have the meaning set forth in this Section 1. - 1.1 Acquisition, acquiring or acquire shall include purchase, securing, lease, receipt by gift or grant, condemnation, transfer or other acquirement, or any combination thereof. 1.2 Arena Reimbursement Obligation means the aggregate amount of any District funds; other than Regional Tax Revenues, that are used by the District for the purposes of acquiring, constructing, financing and otherwise supporting the Regional Center Projects, including but not limited to making interfund loans for the construction or improvement of the Convention Center Project, paying debt service on the District Bonds, and making Intergovernmental Payments, or advancing funds to meet necessary Convention Center operating • and maintenance expenses for which no other funds are available before 2018, plus interest at the -3- SM566.0.N v 4962628 rae: 9of 32 I1I 11{, 1111I ,� i5J2 1:30A FOSTER, PEPPER Aff 55O.JO .po.. Co,, Intergovernmental Rate on the amounts so used, loaned or advanced, until fully repaid from • Regional Tax Revenues in accordance with Section 2.7 of this Agreement. 1.3 Bond Fund means the Spokane Public Facilities District Bond Fund established ' by District Bond Resolution No. 01-02. 1.4 Business Day means any day other than: (a) a Saturday or Sunday, (b) a day on which commercial banks in the County are 'authorized or obligated to close, or (c) a day on which the offices of the County are closed. 1.5 Code means the internal Revenue Code of 1986, as amended, together with corresponding and applicable final or temporary regulations and revenue rulings issued or • amended with respect thereto by the United States Treasury Department or the Internal Revenue • Service. 1.6 Convention Center Project means a Regional Center Project consisting of the Acquisition of an interest in, construction of improvements to and the expansion of the real property located in the City of Spokane, commonly known as the Spokane Convention Center, all as more particularly described in Exhibit A, attached and incorporated herein by reference • and as described in the Spokane Center Development Agreements. The Convention Center Project constitutes both a "regional center" as that term is used in RCW 36.100.030(1) and RCW 35.57.020 and a "tourism-related facility" as that term is used in RCW 67.28.080. 1.7 County means Spokane County, Washington. 1.8 County Bonds mean (i) S6,445,000 in principal amount of the County's $19,205,000 Limited Tax General Obligation and Refunding Bonds, Series 2003A, authorized by the County for improvements to the Fair & Expo Center pursuant to Resolution No. 3-0471, adopted by the County's Board of County Commissioners on May 20, 2003, and (ii) $5,555,000 in principal amount of the County's Limited Tax General Obligation Bonds, Series 2003C, to be • issued by the County. • 1.9 County Bond Resolution means, collectively, Resolution No. 3-0471 of the County adopted on May 20, 2003, and such other resolution of the County authorizing, among other matters, the issuance and sale of the County Bonds. 1.10 Develop or Development includes any one or more of-the following: acquisition of, construction of, ownership of, remodeling, maintaining, equipping, re-equipping, repairing, financing, and operating the Regional Center Projects as specified herein and undertaken by the Parties as agreed to in this Agreement according to the powers conferred upon the Parties under • chapters 35.57, 35.59, 36.100, 39.34 and 67.28 RCW and RCW 82.14.390. • 1.11 District means the Spokane Public Facilities District, a municipal corporation duly organized and existing under the laws of the State -4- 10366620.O4 - �...: ! 4962628 1111111111111111.1-11:1.i111 ag OGj15r2O03 Pe: 0 of��:�32 �� FOSTER, PEPPER AFF $50,00 Spokane Co, R. 1.12 District Bond Reserve Insurance means any policy of reserve insurance, surety bond or other similar instrument obtained by the District to satisfy the District Bond Reserve Requirement in lieu of a deposit of cash and investments in the Reserve Fund to• satisfy the District Bond Reserve Requirement in accordance with the District Bond Resolution. 1.13 District Bond Reserve Requirement means the debt service reserve requirement for the District Series 2003A Bonds established by the District Bond Resolution. 1.14 District Bond Resolution means one or more resolutions of the District authorizing, among other matters, the issuance and sale of the District Bonds. 1.15 District Bonds means the District's.Sales/Use Tax and Hotel/Motel Tax Bonds, 2003, issued in one or more series, in an aggregate principal amount of not to exceed S77,000,000, authorized by the District Bond Resolution. 1.16 District Lodging Tax means the two percent (2%) excise tax imposed by the . District on the sale of or charge made for the furnishing of lodging under the authority of RCW 36.100.040, as such tax has been.extended beyond 2017 by District Resolution No. 02-03 with the approval by a majority of the voters of the District voting thereon at a special election held on May 21, 2002. l.17 District Sales & Use Tax means the one-tenth of one percent (0.1%) sales and use tax imposed by the District under the authority of RCW 82.14.048, as extended beyond 2017 by District Resolution No. 02-02 with the approval by a majority of the voters of the District voting thereon at a special election held on May 21, 2002. 1.18 District State Credit Sales & Use Tax means the thirty-three one thousandths of one percent (0.033%) sales and use tax imposed by the District under the authority of RCW 82.14.390 and District Resolution No. 01-06. • 1.19 Fair& Expo Center Project means a Regional Center Project consisting of the construction of improvements to the real property located in the County, commonly known as • the Spokane County Fair & 'Exposition Center, all as more particularly described in Exhibit A. attached and incorporated herein by reference. The Fair & Expo Center Project constitutes both a "regional center" as that term is used in RCW 36.100.030(1) and 35.57.020 and a "tourism- related facility" as that term is used in RC\V 67.28.080. 1.20 Fair & Expo Center Payments means the scheduled intergovernmental payments required to be paid by the District to the County in respect of the Fair & Expo Center Project pursuant to Section 3.5 of this Agreement as set forth in Exhibit C-1 attached hereto and incorporated herein by this reference, together with all compensatory payments required to be paid by the District to the County pursuant to Section 3.5 of this Agreement. 1.21 Intergovernmental Payments means the Fair & Expo Center Payments and the Mirabeau Point Payments. -5- SOIS6620.04 • 11'.1-.1--;11111 11 4962628 �\_. .i d , e. li of 3'1 111111 09�1 S 12 003 11:30.ti FOSTER, PEFFER AFF • 550.00 Spokane Co, A 1.22 Intergovernmental Payment Schedule Means the schedule attached as Exhibit C, showing dates and amounts of Intergovernmental Payments required to be made by the District pursuant to this Agreement. • l.23 Intergovernmental Rate means a variable interest rate equal to the average rate of return on local government funds invested in the County's Local Governmental Investment Pool, calculated monthly in accordance with the County's standard procedures, or, if the County's Local Government Investment Pool ceases to exist, a variable rate equal to the average rate of return on local government funds invested in the Local Government Investment Pool held and administered by the Office of State Treasurer, calculated monthly in accordance with its standard procedures. When used to determine compensatory amounts included in Intergovernmental Payments, interest included in Arena Reimbursement Obligations, or for any other purpose of • this Agreement, the Intergovernmental Rate shall be applied on the basis of the actual number of days elapsed during a 365/366-day year. 1.24 Mirabeau Point Project means a Regional Center. Project consisting of the construction of improvements to the real property located in the Valley City, commonly known as Mirabeau Point, all as more particularly described in Exhibit A, attached hereto and incorporated herein by reference. The 1vIirabeau Point Project constitutes a "regional center" as that term is used in R.CW 36.100.030(1) and 35.57.020 and a "multi-purpose community center" as that term is used in RCW 35.59.010. 1.25 Mirabeau Point Payments means the scheduled intergovernmental payments required to be paid by the District to the Valley City in respect of the Mirabeau Point Project pursuant to Section 4.5 of this Agreement as set forth in Exhibit C-2 attached hereto and incorporated herein by this reference, together with all compensatory payments required to.be paid by the District to the Valley City pursuant to Section 4.5 of this Agreement, except that the Regional Tax Revenues constituting Mirabeau Point Payments shall not include any portion of District Lodging Tax revenues. • • 1.26 NR MSIRs means nationally recognized municipal securities information repositories, as designated by the SEC. 1.27 Outstanding means, with respect to the District Bonds, the County Bonds and the Valley City Bonds, any obligation that has not yet been paid, redeemed or legally defeased. 1.25 Party means any one of the parties to this Agreement, collectively, the Parties. • 1.29 Project Fund means the Convention Center Project Fund established by the District Bond Resolution. 1.30 Regional Center Project means any one of the Convention Center Project, the Fair & Expo Center Project and the Mirabeau Point Project (collectively, the Regional Center Projects), each of which constitutes a "regional center" as that term is used in RCW 35.57.020. -6- w356520.04 4962628 • ` � - 11111311:1131: Page' i2 of 32 In n 09115)200'3 11.30A FOSTER. PEPPER RFF $50.€0 Spokane Co, 1.31 Regional Tax Revenues means, collectively, all proceeds of the District State Credit Sales & Use Tax, received on and after March 1 2003, and all proceeds of the District Lodging Tax and the District Sales & Use Tax received by or available to the District from and after the earlier of(i) January 1, 2018, and (ii) the date on which all indebtedness incurred by the District in connection with the Spokane Veterans Memorial Arena is retired and/or legally defeased. 1.32 Reserve Fund means the Spokane Public F acilities District Reserve Fund established by District Resolution No. 01-02. • 1.33 SEC means the United States Securities and Exchange Commission. 1.34 Spokane Center Development. Agreements means, collectively, the Interlocal Cooperation Agreement, Property Transfer Agreement, and Lease, each executed and deliyered by The City of Spokane and the District effective , 2003. 1.35 Treasurer means the County Treasurer. 1.36 Valley City means the City of Spokane Valley, Washington. 1.37 Valley City Bond Ordinance means the ordinance passed by the Valley City authorizing, among other matters, the issuance and sale of the Valley City Bonds. 1.38 Valley City Bonds means an issue of Valley City limited tax general obligation bonds authorized by the Valley City Bond Ordinance to be issued in an aggregate principal amount of not to exceed 57,000,000 to finance a portion of the cost of the Mirabeau Point Project. SECTION 2 DEVELOPMENT AND FINA.NCiNG OF THE CONVENTION CENTER PROJECT • 2.1 Development of the Convention Center Project. The District and the City of Spokane have entered into the Spokane Center Development Agreements for the principal purpose of making provision for the design, acquisition, construction, equipping, financing, and operation by the District of the Convention Center Project on a cooperative basis. In accordance • with the Spokane Center Development Agreements and this Agreement, the District, on behalf and for the benefit of itself and Spokane, will commence construction of the Convention Center Project on or before January 1, 2004, and thereafter proceed with due diligence to completion of the Convention Center Project. The District, on behalf and for the benefit of itself and Spokane, will be the lead agency with the primary responsibility for the development of the Convention Center Project as a "regional center" (as defined by RCW 35.57.020), as a "multi-purpose community center" (as defined by RCW 35.59.010) and as a "tourism-related facility" (as defined by R.CW 67.28.080), and shall finance, acquire, design, construct, own, lease, operate and maintain the Convention Center Project, all subject to the limitations set forth in the Spokane Center Development Agreements and this Agreement. The Convention Center Project shall be -7- =.03865:0.04 4962628 iiiifl IIICII - FOSTER, Pt?PEA AFF . g9J.�J0 Spokane Co, IA - developed and have the features substantially as described in Exhibit A and the Spokane Center Development Agreements. 2.2 Timeline for Development of Convention Center Project. The District, on behalf and for the benefit of itself and the City of Spokane, intends to commence construction of the Convention. Center Project by carrying out the demolition of certain existing structures, comrnencenient of parking improvements related thereto, or other construction activity prior to December 31, 2003. The Convention Center Project is expected to be completed and placed in service on or about September 1, 2006. The estimated timeline for financing and constriction of the Convention Center is'set forth in Exhibit B. The dates set forth in Exhibit 13 are target dates for action by the District. The failure of the District to meet the dates set forth in the timeline for financing and construction of the Convention Center shall have no effect on the other provisions of this Agreement. 2.3 Site Acquisition Development and Ownership. 2.3.1 Pursuant to the Spokane Center Development Agreements, the City of Spokane and the District have agreed to acquire all additional real property necessary to serve as a site for the. Convention Center Project, and the City of Spokane has agreed to exercise its . eminent domain authority, if necessary, to acquire that additional real property in accordance with the Spokane Center Development Agreements. Title to Convention Center Project will be held by the City of Spokane and the District as provided in the Spokane Center Development Agreements. • 2.3.2 The District, on behalf and for the benefit of itself and the City of Spokane, will acquire the approvals necessary and shall take such other actions as may be required to develop the Convention Center Project consistent with the Spokane Center Development Agreements. 2.3.3 The District shall periodically provide reports to the other Parties on the design, construction and operation of the Convention Center. 2.3.4 The District shall have full and complete control over the development of the Convention Center Project, subject to the terms of the Spokane Center Development Agreements and this Agreement. In addition, the District shall have full and complete control over the operations of the Convention Center Project, subject to the terms of the Spokane Center Development Agreements. 2.4 District Insurance for the Convention Center Project. The District agrees to acquire and maintain insurance in the form and amounts required by the Spokane Center Development Agreements and otherwise as are consistent with the coverage of comparable Convention Center facilities. 2.5 Local Matchine Contributions for Regional Center Projects. As required by RC\V 82.14.390(4), the Parties have provided and will provide funds for the Regional Center Projects from other public or private sources, including but not limited to cash, in-kind contributions, and land donated and used for the siting of the Regional Center Projects, equal to at least 33 percent -8- l u.uii i 4962628 III i�"rni F971512CO3 ii 3CA FOSTER. PEPPER AFF $50.00 Spokane Co, TfA of the amount collected by the District under the District State Credit Sales & Use Tax. (collectively, the "Local Match"). The Local Match includes and is anticipated to include at least . . the following: (i) proceeds of the voter-approved District Sales & Use Tax, (ii) proceeds of the voter-approved District Lodging Tax, (iii) land, existing improvements.and personal property contributed by the City of Spokane for use as the site of the Convention Center Project; and (iv) land contributed by the County and/or the Valley City for use as the site of the Mirabeau Point Project. The City's transfer of the Spokane Center to the District will be accomplished pursuant to the Spokane Center Development Agreements. 2.6 Financing of Convention Center Project. The District shall be solely responsible to finance the Convention Center Project with proceeds of the District Bonds and other legally available funds allocated by the District for that purpose. The District shall have no obligation to • provide funds for the Convention Center Project other than as expressly provided by the Spokane Center Development Agreements and this Agreement. The County and the Valley City shall have no obligation to provide funds for the development of the Convention Center Project. In order to enable the District Lodging Tax and District Sales & Use Tax to be used to provide debt " service on any and all obligations issued on a parity with the District's Hotel/Motel Tax and Sales/Use Tax Refunding Bonds, Series 2001A (AMT) and Series 2001B (Non-AMT), the District shall, in conjunction with the issuance of the District Bonds, at its sole cost and expense, exercise its option to purchase the facilities financed by that certain 1995 Financing Lease • Agreement dated as of June 5, 1995, by and between the District and the City of Spokane, thereby enabling the City of Spokane to carry out the defeasance and redemption of its outstanding Leased Revenue Bonds, Series 1995 (Multi-Purpose.Arena Project). 2.6.1 The District Bonds shall be issued and sold pursuant to the District Bond Resolution in one or more series in an aggregate principal amount not exceeding $77,000,000, shall b.e District Series 2003 Bonds; shall be payable from and secured by a pledge of Regional Tax Revenues and other revenues of the District; shall be payable on [June I] (interest only) and [December 1] (principal and interest) of each year; shall finally mature no later than June 1, - 2033; and shall have such other terms as provided in the District Bond Resolution. • 2.6.2 The District may issue refunding bonds at any time in its sole discretion, without the consent of any other Party, for the purpose of refunding its outstanding obligations, including District Bonds. The Parties recognize and agree that the District Bonds will be issued on a parity of lien with the District's Hotel/Iviotel Tax and Sales/Use Tax Refunding Bonds, Series 2001A (AMT) and Series 2001B (Non-AMT). The District may issue additional parity bonds as long as it complies with the parity bond requirements set forth in [District Resolution No. 01-02 and] the District Bond Resolution. The District may also, without the consent of any other Party, utilize such interfund loans as it deems necessary and appropriate to carry out the financing of the Regional Center Projects and to make Intergovernmental Payments. 2.6.3 . The District shall covenant in the District Bond Resolution to maintain the tax exemption for the District Bonds, and shall provide to the other Parties copies of annual financial information and operating data and any material event notices filed by the District with NRMSIRs pursuant to its continuing disclosure undertaking under SEC Rule 15c2-12 in respect of the District Bonds. -9- 50166520.4 II II II 4962628 ti n� Paoe: 15 of 32 11111 1111111 0971512003 11:30A FOSTER. PEPPER nFF $50.00 Spokane Co, .A 2.6.4 The Parties recognize that Regional Tax Revenues (as defined for the purposes of this Agreement) may not be sufficient in every calendar year to pay in full all of the District's obligations in respect of the cost of acquiring and constructing the Convention Center Project, paying debt service on the District Bonds, making Intergovernmental Payments, and otherwise supporting the Regional Center Projects, but that the District has other available funds that the District will use to meet those obligations. Any use by the District of any of its funds, other than Regional Tax Revenues, for the Regional Center Projects shall create and constitute • an Arena Reimbursement Obligation in a like amount that shall be repaid from Regional Tax Revenues in accordance with Section 2.7 of this Agreement. 2.7 Application of Regional Tax Revenues. The District promptly upon their receipt shall deposit all Regional Tax Revenues into its Regional Center Projects Revenue Fund and use and apply those Regional Tax Revenues (and the District directs the Treasurer on behalf of the District to cause the Regional Tax Revenues to be used and applied) only for the following purposes and in the following order of priority: First, to make payments into the Bond Fund as necessary to pay all regularly scheduled • payments (including mandatory sinking fund payments) of principal' of and interest on the District Bonds as required by the District Bond Resolution and to pay debt service on bonds issued on a parity of lien with the District Bonds; Second, to make payments into the Reserve Fund as necessary to maintain a balance therein equal to the District Bond Reserve Requirement and/or to reimburse the provider of District Bond Reserve Insurance for draws thereon as required by the District Bond Resolution and resolutions authorizing the issuance of parity bonds; • Third, to pay the Fair & Expo Center Payments and the Mirabeau Point Payments, part passu in proportion to the respective amounts thereof then due and payable (including shortfall payments and compensatory payments under Sections 3.5 and 4.5); Fourth, to pay Arena Reimbursement Obligations; and Fifth, only upon payment in full of all Arena Reimbursement Obligations, twelve ninety- sixths (12/96) to the County, seven ninety-sixths (7/96) to the Valley City and seventy-seven ninety-sixths (77/96) to the District. Any Regional Tax Revenues distributed tinder "Fifth," above, shall be used by the County and by the Valley City, respectively; solely for lawful Regional Center Project purposes, consistent with applicable law and with the resolutions of the District imposing the taxes constituting the Regional Tax Revenues. • 2.8 Future Convention Center Project Expansion. The District may at any future time proceed with Development of additions to or subsequent phases of the Convention Center, but • none of the other Parties shall he obligated with respect to the financing of such future improvements. If some or all of the Parties agree to participate in the development of such additions, the respective Parties may enter into an addendum to this Agreement governing the -10- 30186Szo.w F i 4962628 1 Pace: i6 ri 32+yi512C43 tt;3JA 4MIER, PEPPER AFF MA Spokane Co, 1'!A rights and obligations of those Parties with respect to the design, constriction and operation of the additional improvements. • 2.9 Convention Center Project Operation. The District shall operate the Convention Center in a businesslike manner and provide a level of service equivalent to or better than the services provided by comparable public facilities in the state. The Convention Center shall be available for use by the general public at rates established by the District. So.long as District State Credit Sales & Use Taxes are being collected and applied to the repayment of the Bonds, the District shall operate the Convention Center Project as a "regional center project" as that • term is defined in RCW 35.57.020. SECTION 3 DEVELOPMENT AND FIN=ANCING OF THE FAIR & E XPO CENTER PROJECT 3.1 Development of the Fair Expo Center Proiect. The County, on behalf and for the benefit of the County and the District, shall be the lead _agency with the primary responsibility for the development of the Fair & Expo Center Project as a "regional center" (as defined by RCW 35.57.020) and as a "tourism-related facility" (as defined by RCW 67.28.080), and shall finance, acquire, design, construct, own, operate and maintain the Fair & Expo Center Project, and otherwise administer its development and operation, for the benefit of and in cooperation with the District, all subject to the limitations set forth herein. 3.2 Timeline for Development of Fair & Expo Center Project. The County, on behalf and for the benefit of the County and the District, commenced construction of the Fair & Expo Center Project on or about February 15, 2003. The County therefore represents and warrants to the District that construction of the Fair & Expo Center Project commenced before January 1, 2004. The activity that constituted commencement of construction of the Fair & Expo Center Project was the commencement by the County's contractors of the construction of a new grandstand at the Fair & Expo Center that is presently scheduled for completion on or about September ], 2003. 3.3 Site Acquisition. Development and Ownership of Fair&Expo Center Project. .3.3.1 The County has acquired and now owns all real property necessary to carry out the Fair & Expo Center Project. 3.3.2 The County shall, on behalf of itself and the District, acquire the approvals necessary and shall take such other actions as may be required to enable the site to be suitable for use as a Fair & Expo Center Project. 3.3.3 The County shall provide the District with periodic reports on the design, • construction and operation of the Fair & Expo Center Project, at least quarterly during construction and at least annually thereafter.. 3.3.4 The County shall have full and.complete control over the development the Fair & Expo Center Project, and shall own and operate the Fair & Expo Center Project for and on behalf of itself and the District. In addition, the County shall have full and complete control -11- N:0842zo.w • � 4962628 IN Pa e: i1 ai 32�� Spokane 9 5 � , '°I IA FOSTER. PEPPER n,r S over the operation and management of the Fair & Expo Center, subject to the terms'of this Agreement. All of the District's legally cognizable ownership interest in the Fair & Expo Center, if any, shall terminate and revert to the. County upon the termination of the District's • obligation to make Fair & Expo Center Payments to the County. 3.3.5 The District and the County each find that the Fair & Expo Center Project is a viable project construction of which has commenced before January 1, 2004. The County agrees to provide, by and through the Fair & Expo Center Project, services to all the residents of the County, which necessarily includes services to the residents of the other Parties to this Agreement. . 3.4 Financing of Fair & Expo Center Project. The County shall issue the County Bonds to finance the Fair & Expo Center Project. The County Bonds shall be payable from and secured by a pledge of the full faith and credit of the County (within the constitutional and . statutory tax limitations provided by law without a vote of the electors of the County); shall be payable on June 1 (interest only).and December 1 (principal and interest) of each year; shall finally mature no later than June 1, [2033]; and shall have such other terms as provided in the County Bond Resolution. The District acknowledges and agrees that, although the County Bonds will be limited tax general obligation bonds pledging the full faith and credit of the County (within the constitutional and statutory tax limitations provided by law without a vote of the electors of the County), the County at its sole option may (but is not required to) apply the proceeds of the Fair& Expo Center Payments to the payment of the County Bonds. The County Bonds and any disclosure documents related to the County Bonds shall contain the following statement (or substantially similar language): "The [County Bonds] are not obligations of the Spokane Public Facilities District, the City of Spokane, the City of Spokane Valley, the State of Washington or any other political subdivision of the State of Washington other than the County. All liabilities incurred by the County with respect to the [County Bonds] shall be satisfied exclusively from the tax revenues, credit and other legally available sources of the County and no owner of the [County Bonds] or other person shall have any right of action against or recourse to the Spokane Public Facilities District, the City of Spokane, the City of Spokane Valley, the State of Washington or any other political subdivision of the State of Washington, or any of their respective assets, credit, revenues or services on account of any debts, obligations or liabilities relating to the [County Bonds]." Furthermore, the District acknowledges that its obligation to make the Fair & Expo Center Payments as required by Section 3.5 of this Agreement and described in the intergovernmental Payment Schedule may be material to the offer and sale of the County Bonds, and may be disclosed to potential purchasers and purchasers of those County Bonds. At the County's request, the District will make an appropriate continuing disclosure undertaking in respect of the County Bonds to the same extent as if the District were treated as an "obligated person" (within the meaning of SEC Rule 15c2-12) in respect of the County Bonds. The County shall covenant in the County Bond Resolution to maintain the tax exemption for the County Bonds, and shall provide to the District copies of annual financial information and operating data and any material event notices filed by the County with NRMSIRs pursuant to its continuing disclosure undertaking under SEC Rule 15c2-12 in respect of the County Bonds. 3.5 Fair & Expo Center Payments. The District shall make Fair & Expo Center Payments to the County in respect of the Fair & Expo.Center Project on the payment dates and in -12- soiscs:o.o, 11177 I I r' 4962628 • 1111 I I II Page: 118 of 32 illllhli I I IIfuli. I I 4911512043 11:11k OSIER. PEPPER AFF $50.04 Spokane Co, 'EA the amounts set forth in the Intergovernmental Payment Schedule attached as Exhibit C-1 to this Agreement. The Fair & Expo Center Payments shown on the Intergovernmental Payment Schedule reflect amounts corresponding to expected debt service on the County Bonds. Upon the issuance of the County Bonds, Exhibit C-1 shall be replaced with an adjusted schedule approved by the District, acting reasonably, to ensure, assuming Intergovernmental Payments to the County and the Valley City are used for debt service purposes, that the amounts of the Intergovernmental Payments are compatible with the debt service requirements of all three Parties. The District and the County recognize that the amounts on Exhibit C-1 reflect in some years amounts that are greater than 12/96 of the expected Regional Tax Revenues in those years, and in other years reflect amounts that are less than 12/96 of the expected Regional Tax - Revenues; however, the District is willing to allocate more than 12/96 in certain years to • accommodate the County in structuring the County Bonds, recognizing that less than 12/96 may be allocated to the County in other years. The County may use and apply the Fair & Expo Center Payments for any purpose in support of the Fair & Expo Center Project, including the design, acquisition; construction, equipping; financing, operating, maintaining, repairing, remodeling, and re-equipping of the Fair & Expo Center Project. The District shall make the Fair & Expo Center Payments solely from .Regional Tax Revenues available for that purpose in accordance with the provisions of Section 2.7 of this Agreement. The County and the District recognize and agree that the actual amount of Regional Tax Revenues available to the District to make Fair & Expo Center Payments on any particular date set forth in the Intergovernmental Payment Schedule may differ from the amount required to be paid on that date. So long as other District revenues, together with Regional Tax Revenues (if and to the extent any are required), pledged to the District Bonds and other obligations of the District issued on a parity with the District Bonds are sufficient to pay and secure the District Bonds and such parity obligations in • accordance with the District Bond Resolution or other authorizing resolution, the District agrees to allocate and use Regional Tax Revenues to make Fair & Expo Payments when due in an amount equal to the lesser of the amounts shown on the Intergovernmental Payment Schedule or 12/19's of the Regional Tax Revenues available to the District on the applicable due date; • provided, that any resulting shortfall in Regional Tax Revenues available to be allocated and used by the District to fully satisfy debt service requirements of the District Bonds shall be an Arena Reimbursement Obligation. If the District does not have Regional Tax Revenues , sufficient to pay Fair & Expo Center Payments in full on any date as set forth in the Intergovernmental Payment Schedule, the District shall remain obligated to pay the remaining balance due but not paid on that date (the "Fair & Expo Center Payment•shortfall"), which shall be paid to the County on the next scheduled payment date from Regional Tax Revenues available to the District for that purpose in accordance with the provisions of Section 2.7 of this Agreement, plus an additional compensatory payment equal to the amount of interest that the County would have earned if the amount of the Fair & Expo Center Payment shortfall had been invested in the County's Local Government Investment Pool at the Intergovernmental Rate from its originally scheduled payment date until the Fair & Expo Payment shortfall is paid in full. All unpaid fair & Expo Center Payments shall be paid in full no later than December 31, 2033, and the District pledges to use all means and resources then legally available to the District to make • that payment when due. 3.6 County Insurance for the Fair & Expo Center Project. The County agrees to acquire and maintain insurance in form and amounts as are consistent with the coverage of -13- 93384320.114 4962628 J • 111 'hill ��)�� Fa19J1ge:5t. J2$)3 19 Dill 3 3-n � ;OSIER, PEPPER AFF ISO 40 Spokane Co, 'E4 comparable Fair & Expo Center facilities and undertakings related to said facilities as contemplated under this Agreement and to name the District as an additional named insured • thereunder. SECTION 4 DEVELOPMENT AND FINANCING OF THE M.TRABEAU POINT • PROJECT 4.1 Development of the Mirabeau Point Project. The Valley City, on behalf and for the benefit of the Valley City and the District, shall commence construction of the Mirabeau Point Project before January 1, 2004. The Valley City, on behalf and for the benefit of the Valley City and the District, shall be the lead agency with the primary responsibility for the development of the Mirabeau Point Project as a "regional center" (as defined by RCW 35.57.020) and "multi-purpose community center" (as defined by RCW 35.59.010), and shall finance, acquire, design, construct, own, operate and maintain the Mirabeau Point Project, and otherwise administer its development and operation, for the benefit of and in cooperation with the District, all subject to the limitations set forth herein. 4.2 Timeline for Development of Mirabeau Point Project. The Valley City, on behalf and for the benefit of the Valley City and the District, shall commence construction of the Mirabeau Point Project before January 1, 2004. The Mirabeau Point Project is expected to be completed and placed in service on or before January 1, 2905. The estimated timeline for financing and construction of the Mirabeau Point Project is set forth in Exhibit B. The Parties acknowledge that the dates set forth in Exhibit B are target dates for action by the Valley City. However, the date of commencement of construction is critical to the financing of the Mirabeau Point Project and achieving the development schedule for the construction of the Mirabeau Point Project. The failure of the Valley City to meet the dates set forth in the timeline for financing and construction of the Mirabeau Point Project shall have no effect on the other provisions of this Agreement, provided that construction of the Mirabeau Point Project commences before January 1, 2004, as evidenced by a certificate executed by the City Manager of the Valley City and the architect for the Mirabeau Point Project delivered to the District stating facts and circumstances clearly demonstrating that such construction has commenced. if the Valley City fails to commence construction of the Mirabeau Point Project before January 1, 2004, the District's obligation to make the Mirabeau Point Payments pursuant to this Agreement shall terminate. 4.3 Site Acquisition. Development and Ownership of Mirabeau Point Project. 4.3.1 The Valley City is proceeding to acquire from the County all real property necessary to carry out the ivtirabeau Point Project, and will have acquired ownership of such real property prior to commencement of construction of the Mirabeau Point Project. 4.3.2 The Valley City, on behalf and for the benefit of the Valley City and the District, shall acquire the approvals necessary and shall take such other actions as may be required to enable the site to be suitable for use as the Mirabeau Point Project. -14- 1111 u,.0, 1111 111 Ii,lllll v 49626218 i"m'ii I I II 091151200311:304 FOST PEPPER off 5511.00 Spihne Co, 4.3.3 The Valley City shall periodically provide reports to the District on the design, construction and operation of the Mirabeau Point Project, at least quarterly during construction and at least annually thereafter. 4.3.4- The Valley City shall have full and complete control over the development the Mirabeau Point Project, and shall own and operate the Mirabeau Point Project for and on behalf of itself and the District. The Valley City shall have full and complete control over the operation and management of the Mirabeau Point Project, subject to the terms of this Agreement. All of the District's legally cognizable ownership interest, if any, in the Mirabcau Point Project shall terminate and revert to the Valley City upon the termination of the District's obligation to make Mirabcau Point Payments. • 4.3.5 The District and the Valley City each find that the Mirabeau Point Project is a viable project that is likely to commence construction before January 1, 2004. The Valley City agrees that the general public shall have access to Mirabeau Point Project services, which are expected to provide a regional benefit to the residents of the District and the Valley City. 4.4 Financing of Mirabeau Point Project. The Valley City shall issue the Valley City Bonds to finance a portion of the cost of the Mirabeau Point Project. The Valley City Bonds shall be payable from and secured by a pledge of the full faith and credit of the Valley City (within the constitutional and statutory tax limitations provided by law without a vote of the . electors of the Valley City); shall be payable on June 1 (interest only) and December 1 (principal and interest) of each year; shall finally mature no later than June 1, 2033; and shall have such other terms as provided in the Valley City Bond Ordinance. The District acknowledges and agrees that, although the Valley City Bonds will be limited tax general obligation bonds pledging the full faith and credit of the Valley City (within the constitutional and statutory tax limitations provided by law without a vote of the electors of the Valley City), the Valley City may at its sole option (but is not required to) apply the proceeds of the Mirabcau Point Payments to the payment of the Valley City Bonds. The Valley City Bonds and any disclosure documents related to the Valley City Bonds shall contain the following statement (or substantially similar language): "The [Valley City Bonds] are not obligations of the Spokane Public Facilities District, Spokane County, the City of Spokane, the State of Washington or any other political subdivision of the State of Washington other than the City. All liabilities incurred by the City with respect to the [Valley City Bonds] shall be satisfied exclusively from the tax revenues, credit and other legally available sources of the City and no owner of the [Valley City Bonds] or other person shall have • any right of action against or recourse to the Spokane Public Facilities District, Spokane County, the City of Spokane, the State of Washington or any other political subdivision of the State of Washington, or any of their respective assets, credit, revenues or services on account of any debts, obligations or liabilities relating to the [Valley City Bonds]." Furthermore, the District acknowledges that its obligation to make the Mirabeau Point Payments as required by Section 4.5 of this Agreement and described in the Intergovernmental Payment Schedule may be material to the offer and sale of the Valley City Bonds, and may be disclosed to potential purchasers and purchasers of those Valley City Bonds. At the City's request, the District will make an appropriate continuing disclosure undertaking in respect of the Valley City Bonds to the same extent as if the District were treated as an "obligated person" (within the meaning of SEC Rule 15c2-12) in respect of the Valley City Bonds. The Valley City shall covenant in the Valley City -15- 501SbS20.04 (11)1 """'L 4962628 Pa e:._ . ini ii 0911512D33 oii n 32 • FOSiER. PEEPER AFF $550.00 Sporane 0o, FA Bond Resolution to maintain the tax exemption for the Valley City Bonds, and shall provide to the other Parties copies of annual financial information and operating data and any material event notices filed by the Valley City with NRMSIRs pursuant to its continuing disclosure undertaking under SEC Rule 15c2-12 in respect of the Valley City Bonds. • 4.5 Mirabcau Point Payments. 'The District shall make Mirabeau Point Payments to the Valley City in respect of the Mirabeau Point Project on the payment dates and in the amounts set forth in the Intergovernmental Payment Schedule attached as Exhibit C-2 to this Agreement. The Mirabeau Point Payments shown on the Intergovernmental Payment Schedule reflect amounts corresponding to expected debt service on the Valley City Bonds. Upon the issuance of the Valley City Bonds, Exhibit C-2 shall be replaced with an adjusted schedule approved by the District, acting reasonably, to ensure, assuming Intergovernmental Payments to the County and the Valley City are used for debt service purposes, that the amounts of the Intergovernmental Payments are compatible with the debt service requirements of all three Parties. The District and the Valley City recognize that the amounts on Exhibit C-2 reflect in some years amounts that are • greater than 7/96 of the expected Regional Tax Revenues in those years, and in other years reflect amounts that are less than 7/96 of the expected Regional Tax Revenues; however, the District is willing to allocate more than 7/96 in certain years to accommodate the Valley City in structuring the County Bonds, recognizing that less than 7/96 may be allocated to the Valley City in other years. The Valley City may use and apply the Mirabeau Point Payments for any - ' purpose in support of the Mirabcau Point Project, including the design, acquisition, construction, equipping, financing, operating, maintaining, repairing, remodeling, and reequipping of the Mirabeau Point Project. The District shall make the Mirabeau Point Payments solely from Regional Tax Revenues available for that purpose in accordance with the provisions of Section 2.7 of this Agreement. The Valley City and the District recognize and agree that the actual amount of Regional Tax Revenues available to the District to make Mirabeau Point Payments on any particular date set forth in the Intergovernmental Payment Schedule may differ from the amount required to be paid on that date. So long as other District revenues; together with Regional Tax Revenues (if and to the extent any are required), pledged to the District Bonds and other obligations of the District issued on a parity with the District Bonds are sufficient to pay and secure the District Bonds and such parity obligations in accordance with the District Bond Resolution or other authorizing resolution, the District agrees to allocate and use Regional Tax Revenues to make Mirabcau Point Payments when due in an amount equal to the lesser of the amounts shown on the Intergovernmental Payment Schedule or 7/19's of the Regional Tax Revenues available to the District on the applicable due date; provided, that any resulting shortfall in 'Regional Tax Revenues available to be allocated and used by the District to fully satisfy debt service requirements of the District Bonds shall be an .Arena Reimbursement Obligation. If the District does not have Regional Tax Revenues sufficient to pay Mirabeau Point Payments in full on any date as set forth in the :Intergovernmental Payment Schedule, the District shall remain obligated to pay the remaining balance due but not paid on that date (the "Mirabeau Point Payment shortfall"), which shall be paid to the Valley City on the next scheduled payment date from Regional Tax Revenues available to the District for that purpose in accordance with the provisions of Section 2.7 of this Agreement, plus an additional compensatory payment equal to the amount of interest that the Valley City would have earned if the amount of the Mirabeau Point Payment shortfall had been invested in the County's Local Government Investment Pool at the Intergovernmental Rate from its originally scheduled • -16- 50356S2.0.(u LT;f II�III 11 l?°�i5{2t}��2 oil 30A FOSTER PEFPER kFF S50.0) Spokane Co, WA payment date until the Mirabeau Point Payment shortfall is paid in full. All unpaid Mirabeau Point Payments shall be paid in full no later than December 31, 2033, and the District pledges to use all means and resources then legally available to the District to make that payment when due. 4.6 Valley City Insurance for the Mirabeau Point Project. The Valley City agrees to acquire and maintain insurance in form and amounts as are consistent with the coverage of. . comparable regional center facilities and undertakings related to said facilities as contemplated under this Agreement and to name the District as an additional named insured thereunder. • SECTION 5 MISCELLANEOUS 5.1 Administrator of Joint Undertaking. For purposes of RCW 39.34.030(4)(a), the Executive Director of the District shall serve as the administrator responsible for administering the joint and cooperative undertaking among the Parties to this Agreement. There shall be no "joint hoard" as that term is used in RC\V 39.34.030(4)(a). 5.2 Supplemental Agreements. The Parties agree to complete and execute all supplemental documents necessary or appropriate. to fully implement the terms of this Agreement. • 5.3 Effectiveness of Agreement. This Agreement shall be effective with respect to each Party upon execution by that Party and filing of the executed Agreement with the Spokane County Auditor as required by the provisions of RCW 39.34.040. This Agreement and shall continue in full force and effect until such time as all of the District Bonds and other obligations issued or incurred by the District in connection with the development of the Regional Center Projects, the County Bonds'and the Valley City Bonds, are fully paid, retired and satisfied. 5.4 Assignment. No Party shall assign any of its rights or delegate any of its duties under this Agreement without the express written approval of all other Parties. 5.5 Third Party Beneficiaries. Except as expressly provided by this Agreement, the Parties shall not be obligated or liable by virtue of this Agreement to any third party. The Parties may amend this Agreement by mutual agreement without the consent of any other third party or the holders of the District Bonds, the County Bonds or the Valley City Bonds;provided, however • that while the District Bonds are Outstanding, no amendment by the Parties shall impair or diminish the County's limited guaranty of the District Bonds hereunder, and while the County Bonds or the Valley City Bonds are Outstanding, no amendment by:the Parties shall impair or diminish the District's obligations to make Intergovernmental Payment hereunder. 5.6 Actions Contesting Agreement. 5.6.1 Each Party shall appear and defend any action or legal proceeding brought to determine or contest: (i) the validity of this Agreement; (ii) the legal authority of any Party to undertake the activities contemplated by this Agreement; or (iii) the legal authority to perform any of the Parties' respective,obligations under this Agreement. Each party shall be responsible for its own expenses including without limitation legal expenses, in connection with any such proceeding. -17- 50J,E6S.4 11 1111 111111 rlil Im�1IIII 4962628 ( � l:. ' fag:: 23 of 31 0911512003 11:30A OSIE3, PEFRER AFF $50.03 Spokane Co, 5.6.2 if all Parties are not named as parties to the action, the Party named shall give all other Parties prompt notice of the action and provide the all Parties with an opportunity to intervene. Each Party shall bear any costs and expenses taxed by the court against it. • 5.7 Entire Agreement, Amendments and Waiver. This Agreement contains the entire agreement- and understanding of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written understandings, agreements, promises, or other undertakings by and among the Parties. This Agreement may not be modified or amended, nor any rights thereunder waived, other than by a written instrument executed by all Parties, nor shall any waiver of any right or remedy of any Party be valid unless in writing and signed by such Party. No course of dealing by or among the Parties or any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Party. Nothing herein shall be deemed to amend or supersede, or be deemed amended or superseded by, any provision of any other agreement between the Parties with respect to the Regional Center Projects. 5.8 Governing Law: Venue. This Agreement shall be governed by and construed in accordance with the laws of the State. The venue of any suit or arbitration arising under this Agreement shall be in Spokane County, Washington, and if a suit, in Spokane County Superior Court. 5.9 Captions. The article and section captions used in this Agreement are for convenience only and shall not control and affect the meaning or construction of any of the provisions of this Agreement. 5.10 Notices. All notices or other communications given hereunder shall be deemed given on: (i) the day such notices or other communications are received when sent by personal delivery; or (ii) the third day following the day on which the same have been mailed by first- class mail, postage prepaid, addressed to the Parties at the addresses set forth below for the Parties, or at such other address as any Party shall from time to time designate by notice in writing to the Parties: • COUNTY: Spokane County • Chair of the Board of County Commissioners West 1 1 I6 Broadway Spokane, WA 99260 Copy to: Office of the County Prosecuting Attorney Attn: Chief Civil Deputy 1 115 W. Broadway Spokane, WA 99260-0270 FAX: (509) 477-3672 • -18- 503855i0.04 11 11 •""U' 4962628 II Pane: 24 of 32 11"111 IIn1 {g 1512003 11:30.4 F 0S1ER, FEP>'E t 41. $50.00 Spokane Co, WA DISTRICT: Spokane Public Facilities District • Chair of the Board of Directors 720 West Mallon Avenue • Spokane, WA 99201 Copy to: Spokane Public Facilities District • Executive Director/General Manager 720 West Mallon Avenue Spokane, WA 99201 - FAX: (509) 324-7050 • CITY OF SPOKANE VALLEY: City of Spokane Valley 11707 E. Sprague Avenue, Suite 106 Spokane Valley, WA 99206 Copies to: City of Spokane Valley City Attorney Mr. Stanley Schwartz 422 W. Riverside Drive, Suite 1100 Spokane, WA 99201 City of Spokane Valley City Manager 11707 E. Sprague Avenue, Suite 106 Spokane Valley, WA 99206 Such names and addresses may be changed by written notice pursuant to this provision. 5.11 Specific Approvals. • 5.1 1.1 Unless specifically otherwise provided for herein, all consents, approvals and other decisions of the County hereunder shall be binding only if made in writing and approved by resolution of the Board of Spokane County Commissioners. No approval, consent, or decision of the County for purposes of this Agreement shall be effective for purposes of any other agreement or instrument to which the County is a party or beneficiary, or for any regulatory or other purpose. 5.11.2 Unless specifically otherwise provided for herein, all consents, approvals and other decisions of the District hereunder shall be binding only if made in writing and approved by resolution of the District's Board. No approval, consent, or decision of the District for purposes of this Agreement shall be effective for purposes of any other agreement or • instrument to which the District is a party or beneficiary, or for any regulatory or other purpose. • -19- soMsas:aa: !11]I ' 'DI U"ill 0 4962628 Page. 25 of 32 • ! 0911512003 11:30k lin FOSTER. PEPPER AFF -_.r- 150,00 Spa'saaz Co, WA 5.1 1.3 Unless specifically otherwise provided for herein; all consents, approvals and other decisions of the Valley City hereunder shall be binding only if made in writing and approved by ordinance of the Council of Valley City. No approval, consent, or decision of the Valley City for purposes of this Agreement shall be effective for purposes of any other agreement or instrument to which the Valley City is a party or beneficiary, or for any regulatory- • or other purpose. 5.12 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the. extent of such prohibition or invalidity, without affecting or invalidating the remainder of this Agreement. 5.13 Counterparts. This Agreement may he executed in counterparts, and each such counterpart shall be deemed to be an original instrument. All such counterparts together will constitute one and the same Agreement. • 5.14 Time is of the Essence. It is hereby agreed that time is of the essence in the performance of all covenants and conditions to be kept and performed under the terms of this Agreement. . • • • • • • -20- 301k:uB:0.0t • • 11 11 '111 IIIIIV� �;��III 4962628 0991512403611:0,1 FOSTER, REM AL 55i).04 Spokane Co, WA IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized officers and representatives this / 'hl'day of.J- 1y 2003. COUNTY: SPOKANE COUNTY, \VASHINGTON • BY THE BOARD OF COMMISSIONERS SPOKANE COI , TY, WASHINGTON %L , - , -a John os Iley, Chair Ph.l 'p 4 rise ice-Chair a M. Kate McC. slin, Commissioner coAft ‘N ATTEST: o . . j e �p,NECQ 4/4;. O'2 Daniela Erickson, Deputy Clerk of +4 �.$ . • the Board of County Commissioners ��t�a� co, -\4• • • • • • -21- w3e6 20.04 4962628 . till NEI II i llt 1311111111111111111 FG?�15ad': 21 of 37 1 11:30A FUSER, PEPPER AFF $50.00 Spokane Co, ?A DISTRICT: SPOKANE COUNTY PUBLIC • FACILITIES DISTRICT 'ill :- Jr Chair Trish McFarland, -ice-Chair Sh, ''ros D' •c or Aip •I 1/01,041 P,7A'AP • r _aF eur, Director • l9 OTC D �,o Erik E. Skaggs, Director ATTEST: • Sherry J. Leatha, Clerk of the Board • • • • • • • • -22- sO33 !J oa • I ... 4962628 II i{ I {{ 1 22B of a;3 POSIER, PEPPER Y 50.0ry• SpkaCo, VALLEY CITY: CITY OF SPOKANE VALLEY, WASHINGTON '4"11141141SII4i • Michael DcVlernrng, Mayor • ATTF J. • Christine Bainbridge, Cite Clerk • • • -23- 54386120.04 H II 111111 il��I� 1111111 4962628 Page: 29 of 32 0305l2003 11:30A FOSiE , PEPPER ��Aff $50.00 Spokane Co, EX:F[1BIT A REGIONAL CENTER PROJECT DESCRIPTIONS • A-1 • CONVENTION CENTER PROJECT Acquisition of an interest in, construction of improvements to and the expansion of the real property located in the City of Spokane, commonly known as the Spokane Convention Center, including without limitation, an expanded convention center with approximately 100,000 square feet of exhibit space, 30,000 square feet of ballroom space and 37,5000 square feet of meeting space, together with contiguous parking facilities consistent of approximately 800 parking spaces. The Convention Center.Project includes capital improvements and remodeling of the Spokane Convention Center, the Spokane Opera House and the Washington State International Agricultural Trade Center. A-2 FAIR& EXPO CENTER PROJECT Construction of improvements to real property located in Spokane County commonly known as the Spokane County Fair & Exposition Center, including, without limitation: the reconstruction of grandstands in order to accommodate 5,000 persons; the construction, improvement and • expansion of meeting facilities; the installation of new roofing, heating and air conditioning systems; a food court expansion; and other capital improvements. • A-3 • MIR.AJ3EAU POINT PROJECT Construction of improvements to real property located in the City of Spokane Valley commonly known as Mirabeau Point, including without limitation, an approximately 48,000 square foot multi-purpose facility including a cultural and performing arts center, a conference center and a senior and community center. • A-1 503 W 20.P7 • 7ltJ. rill 628 Pa 49e: 261210 of 32 FOSTER, REM AFF S50,co Spoc ne Co, D. EXHIBIT B EXPECTED TIMELINES FOR FINANCING A_ND CONSTRUCTION . OF Tf_E REGIONAL CENTER PROJECTS 13-:I CONVENTION CENTER PROJECT 5/02—12/03 Property Acquisition 7/03 — 9/04 Design Development and Construction Documents 12/03 Commence Construction 12/03 - 10/06 Construction • 8/06 Move-in • B-2 FAIR&EXPO CENTER PROJECT 2/03 — 1/04 Design Development • 2/03 Commence Construction - 2/03 — 1/05 Construction 8/03 Construction of Grandstand Completed 1/05 Completion of All Construction 13-3 MIRABEAU POT NT PROJECT • 1 1/02-10/03 Design Development 12/03 Commence Construction • 12/03-4/05 Construction 4/05 Completion of Construction • • B-1 SODS,R20,p4 111011111 II 111111 962628 L ifa :4 31 of 32 0911512003 11:30,1 FO S1 PE ?ER :orF ,4) Spokane Go, 'W; EXHIBIT C C-1 FAIR & EXPO CENTER PAYMENTS Semiannual Semiannual Date Payment Date Payment 12/01/03 245,860.59 06/01/19 267,931.25 06/01/04 292,500.00 • 12/01/19 562,931.25 12/01/04 292,500.00 06/01/20 260,931.25 06/01/05 292;500.00 12/01/20 620,931.25, 12/01/05 297,500.00 06/01/21 252,381.25 06/01/06 292,425.00 12/01/21 682,381.25 12/01/06 317,425.00 06/01/22 242,156.25 06/01/07 292,050.00 12/01/22 742,156.25 12/01/07 . 322,050.00 06/01/23 230,256.25 • 06/01/08 291,625.00 12/01/23 815,256.25 12/01/08 331,625.00 06/01/24 216,343.75 06/01/09 290,975.00 12/01/24 881,343.75 12/01/09 340,975.00 06/01/25 199,518.75 06/01/10 290,125.00 12/01/25 949,518.75 12/01/10 350,125.00 06/01/26 180,543.75 06/01/11 288,925.00 12/01/26 1,025,543.75 12/01/11 363,925,00 . 06/01/27 159,165.63 06/01/12 287,556.25 12/01/27 909,165.63 12/01/12 372,556.25 06/01/28 140,190.63 06/01/13 285,681.25 12/01/28 910,190.63 12/01/13 390,681.25 06/01/29 120,709.38 06/01/14 283,581.25 12/01/29 985,709.38 1'2/01/14 398,581.25 06/01/30 98,821.88 06/01/15 281,443.75 12/01/30 1,043,821.88 12/01/15 41 1,443.75 06/01/31 74,912.50 06/01/16 278,931.25 12/01/31 1,119,912.50 12/01/16 428,931.25 .06/01/32 48,475.00 06/01/17 275,931.25 12/01/32 1,203,475.00 12/01/17 440,931.25 06/01/33 19,250.00 06/01/18 272,631.25 12/01/33 789,250.00 12/01/18 507,631.25 • • C-1 F rill J11E11111, 499e6 263208 f • 32 03115/2003 11:30 A OSIER, fEP�: #50, f Spokane Co, 'A C-2 1VITRABEAU POINT PAYiNT NTS Date Semiannual Date Semiannual • Payment Payment 12/01/03 06/01/19 06/01/04 12/01/19 12/01/04 06/01/20 06/01/05 12/01/20 12/01/05 06/01/21 . 06/01/06 - 12/01/21 12/01/06 06/01/22 06/01/07 12/01/22 12/01/07 06/01/23 06/01/08 • 12/01/23 12/01/08 06/01/24 06/01/09 12/01/24 12/01/09 06/01/25 06/01/10 12/01/25 12/01/10 06/01/26 06/01/11 • 12/01/26 12/01/11 06/01/27 06/01/12 12/01/27 12/01/12 06/01/28 06/01/13 12/01/28 12/01/13 06/01/29 06/01/14 12/01/29 - 12/01/14 06/01/30 06/01/15 12/01/30 • 12/01/15 06/01/31 06/01/16 12/01/31 12/01/16 06/01/32 06/01/17 12/01/32 12/01/17 06/01/33 46/01/18 12/01/33 12/01/18 C-2 9136e3,20.4.14 1 1 --Z--Aze - , - I 1 , 1 I . 1 APPROVAL AND ACKNOWLEDGMENT OF EXHIBIT C-2 INSERTION TO INTERLOCAL AGREEMENT FOR DEVELOPMENT OF REGIONAL CENTER PROJECTS 1. An lnterlocal Agreement for Development of Regional Center Projects (the "Agreement") and recorded at the office of the Spokane County Auditor on September 15, 2003, was entered into by and among the SPOKANE PUBLIC FACILITIES DISTRICT (the "District"), a municipal corporation duly organized and existing under the laws of the State of Washington (the "State"); SPOKANE COUNTY, WASHINGTON (the "County"), a class A county duly organized and existing under the laws of the State; and the CITY OF SPOKANE VALLEY (the "Valley City"), a municipal corporation duly organized and existing under the laws of the State. 2. Section 4.5 of the Agreement provides that upon the issuance of the Valley City Bonds (as defined in the Agreement), Exhibit C-2 would be replaced with an adjusted schedule approved by the District, acting reasonably, to ensure that the amounts of the Intergovernmental Payments (as defined in the Agreement) are compatible with the debt service requirements of all three Parties. 3. The Valley City has issued bonds for the Mirabeau Point Project, and intends to use Intergovernmental Payments from the District for debt service on those bonds. 4. The Valley City has proposed the insertion of a replacement Exhibit C-2 to the Agreement, which replacement Exhibit C-2 is attached and incorporated herein by reference. 5. The District has reviewed the Exhibit C-2 proposed by the Valley City and has determined that the proposed replacement is compatible with the debt service requirements of all three Parties. 6. Pursuant to Section 4.5 of the Agreement, the District approves the replacement Exhibit C-2 in the form attached. 7. The form of Exhibit C-2, attached, shall be used by all Parties to replace the original Exhibit C-2 in their signed copies of the Agreement. 8. The District desires to accommodate the timely application of Intergovernmental Payments by the Valley City and by the County to the payment of the Valley City Bonds and the County Bonds, respectively. Accordingly, the District intends to transfer each Intergovernmental Payment to the Valley and City and to the County on a date that is approximately five days prior to each date shown on Exhibit C-1 and Exhibit C-2. Exhibit C-1 to the Agreement is attached for reference purposes. 9. All terms capitalized in this Approval and Acknowledgement that are not otherwise defined herein, shall be defined as set forth in the Agreement. 5)4OtOO2.O SID DATED this 2 S day of ran t.. .. b , 2003. SPOKANE PUBLIC FACILITIES DISTRICT By Title: o11c CANa; ACKNOWLEDGED: CITY OF SP OKANE VALLEY By Title: S 'OK NT C t i / BY /�� Title: r!!.t. i j.. -! -=�..► ��// r 504C6002.02 41110 Sill EXHIBIT C C-1 FAIR & EXPO CENTER PAYMENTS Semiannual Semiannual Date Payment Date Payment 12/01/03 245,860.59 06/01/19 267,931.25 06/01/04 292,500.00 12/01/19 562,931.25 12/01/04 292,500.00 06/01/20 260,931.25 06/01/05 292,500.00 12/01/20 620,931.25 12/01/05 297,500.00 06/01/21 252,381.25 06/01/06 292,425.00 12/01/21 682,381.25 12/01/06 317,425.00 06/01/22 242,156.25 06/01/07 292,050.00 12/01/22 742,156.25 12/01/07 322,050.00 06/01/23 230,256.25 06/01/08 291,625.00 12/01/23 815,256.25 12/01/08 331,625.00 06/01/24 216,343.75 • 06/01/09 290,975.00 12/01/24 881,343.75 12/01/09 340,975.00 06/01/25 199,518.75 06/01/10 290,125.00 12/01/25 949,518.75 12/01/10 350,125.00 06/01/26 180,543.75 06/01/11 288,925.00 12/01/26 1,025,543.75 12/01/11 363,925.00 06/01/27 159,165.63 . 06/01/12 287,556.25 12/01/27 909,165.63 12/01/12 372,556.25 06/01/28 140,190.63 06/01/13 285,681.25 12/01/28 910,190.63 12/01/13 390,681.25 06/01/29 120,709.38 06/01/14 283,581.25 12/01/29 985,709.38 12/01/14 398,581.25 06/01/30 98,821.88 06/01/15 281,443.75 12/01/30 1,043,821.88 12/01/15 411,443.75 06/01/31 74,912.50 06/01/16 278,931.25 12/01/31 1,119,912.50 12/01/16 428,931.25 06/01/32 48,475.00 06/01/17 275,931.25 12/01/32 1,203,475.00 12/01/17 440,931.25 06/01/33 19,250.00 06/01/18 272,631.25 • 12/01/33 789,250.00 12/01/18 507,631.25 Attachment—Exhibit C-1 • 504000O2 02 OD ill ATTACHMENT Replacement Exhibit C-2 To Interlocal Agreement for Development Of Regional Center Projects MI-RABEAU POINT PAVM1 NTS Semiannual Semiannual Date Payment Date Payment 12/01/03 0.00 06/01/19 127,750.00 06/01/04 173,670.51 12/01/19 377,750.00 12/01/04 221,972.50 06/01/20 121,500.00 06/01/05 161,372.50 12/01/20 411,500.00 12/01/05 236,372.50 06/01/21 114,250.00 06/01/06 160,622.50 12/01/21 439,250.00 12/01/06 245,622.50 06/01/22 106,125.00 06/01/07 159,772.50 12/01/22 466,125.00 12/01/07 249,772.50 06/01/23 97,125.00 06/01/08 158,760.00 12/01/23 502,125.00 12/01/08 253,760.00 06/01/24 87,000.00 06/01/09 157,335.00 12/01/24 537,000.00 12/01/09 262,335.00 06/01/25 75,750.00 06/01/10 155,760.00 12/01/25 565,750.00 12/01/10 265,760.00 06/01/26 63,500.00 06/01/11 153,560.00 12/01/26 598,500.00 12/01/11 273,560.00 06/01/27 50,125.00 06/01/12 151,160.00 12/01/27 480,125.00 12/01/12 281,160.00 06/01/28 39,375.00 06/01/13 148,560.00 12/01/28 379,375.00 12/01/13 288,560.00 06/01/29 30,875.00 06/01/14 145,760.00 12/01/29 325,875.00 12/01/14 295,760.00 06/01/30 23,500.00 06/01/15 142,760.00 12/01/30 • 303,500.00 12/01/15 302,760.00 06/01/31 16,500.00 06/01/16 139,560.00 12/01/31 256,500.00 12/01/16 309,560.00 06/01/32 10,500.00 06/01/17 136,160.00 12/01/32 200,500.00 12/01/17 316,160.00 06/01/33 5,750.00 06/01/18 132,425.00 12/01/33 235,750.00 12/01/18 352,425.00 Attachment—Exhibit C-2 30406002.02