03-073.01 Regional Center Projects Development Amendment OS-078.0 t
FIRST AMENDMENT TO INTERLOCAL AGREEMENT
FOR DEVELOPMENT OF REGIONAL CENTER PROJECTS
This First Amendment to Interlocal Agreement for Development of Regional Center
Projects (the "First Amendment") is entered into this 27th day of August, 2014, 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, WASHINGTON (the "Valley
City"),a municipal corporation duly organized and existing under the laws of the State.
The entities executing this First Amendment are each referred to below as a"Party," and
are collectively referred to as the "Parties." Unless otherwise defined in this First Amendment,
each capitalized term used in this First Amendment shall have the meaning given in the
Agreement.
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. The Parties entered into an Interlocal Agreement for Development of Regional
Center Projects, dated August 19, 2003 (as subsequently supplemented by the Approval and
Acknowledgement of Exhibit C-2 Insertion to Interlocal Agreement for Development of
Regional Center Project, dated November 25, 2003, the "Interlocal Agreement" and together
with this First Amendment, the "Agreement"), by and among the District, the County and the
Valley City, for the purpose of memorializing the agreements between each Party in connection
with the development of three regional center projects within the boundaries of the District,
consisting of the Convention Center Project, the Fair & Expo Center Project and the Mirabeau
Point Project (collectively, the "Regional Center Projects"), and for the provision of financial
assistance by the District in the form of intergovernmental payments to the Valley City (the
"Mirabeau Point Payments").
C. Pursuant to Ordinance No. 03-084 adopted by the City Council of the Valley City
on October 28, 2003, the Valley City issued its Limited Tax General Obligation Bonds, 2003
(the "2003 Bonds"), in an aggregate principal amount of$9,430,000 in part to provide financing
for a portion of the costs of undertaking and accomplishing the Mirabeau Point Project.
D. In order to achieve debt service savings on its outstanding limited tax general
obligations bonds, the Valley City approved pursuant to Ordinance No. 14-007, adopted by the
City Council of the Valley City on July 15, 2014, the issuance and sale of its Limited Tax
General Obligation Refunding Bonds, 2014 (the "2014 Bonds"), in an aggregate principal
amount not to exceed $7,900,000 for the purpose of redeeming and refunding all of the
outstanding 2003 Bonds, including the portion of the 2003 Bonds issued to finance the Mirabeau
Point Project.
• E. In connection with the issuance of the 2014 Bonds, the Parties wish to amend
certain provisions of the Interlocal Agreement, including amending the Mirabeau Point Payment
schedule to reflect lower Mirabeau Point Payments.
F. Section 5.7 of the Interlocal Agreement provides that the Interlocal Agreement
may be modified or amended only by a written instrument executed by all parties to the
Intergovernmental Agreement.
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:
SECTION 1. AMENDMENTS TO INTERLOCAL AGREEMENT.
1.01. Amendment to Section 1 of Interlocal Agreement.
(a) The following definition in the Interlocal Agreement is hereby amended
and restated in its entirety to read as follows (additions shown in bold underline format and
deletions shown in strilethreugli format for convenience):
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$7,000,000 to finance a portion of the cost of
the Mirabeau Point Project ; s ; 1 ' • _ . 1_ ___ _._•k .11• ' ' . ' i ' ' •, , .'
bonds jssued to refund the jnitiat jssuei t Valley City Bonds, proyided_thatthe
refinanciug the c.osts_of_the Mirabeau.Lola Project does notexceed 56,500,000 find
that such refunding bonds mature no later than December 1 203%.
(b) The following definition is hereby added to Section 1 of the Interlocal
Agreement:
1.39 MSRB means the Municipal Securities Rulemaking Board or any other
entity designated or authorized by the Securities and Exchange Commission to receive
reports pursuant to the Rule 15c2-12. Until otherwise designated by the MSRB or the
• Securities and Exchange Commission, filings with the MSRB are to be made through the
Electronic Municipal Market Access (EMMA)website of the MSRB, currently located at
http://emma.msrb.org.
1.02. Amendment to Section 4 of Interlocal Agreement. The following subsection of
Section 4 of the Interlocal Agreement is hereby amended and restated in its entirety to read as
follows (additions shown in boldunderline format and deletions shown in strilethr-ough format
for convenience):
4.04. 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
3
by law without a vote of the electors of the Valley City); shall be payable on June 1
December 1 (principal and interest) of each year; shall finally mature
(interest only) and (1� P
no later than June december 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 Mirabeau 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 15e2-12) in respect of the Valley City Bonds.
The Valley City shall covenant in the Valley City Bond Ren Ordinance 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 NRM IRs the Js1 RB pursuant to its continuing
disclosure undertaking under SEC Rule 15c2-12 in respect of the Valley City Bonds.
1.03. Amendment of Schedule C-2 of Interlocal Agreement. The Exhibit C-2 setting
forth the scheduled Mirabeau Point Payments currently included in the Interlocal Agreement is
hereby replaced with the amended Exhibit C-2 attached to this First Amendment.
SECTION 2. MISCELLANEOUS.
2.01. Effectiveness of First Amendment. This First Ameehndmente shall
h lFb be
effective
with
respect to each Party upon execution by that Party and filing
of dment
with the Spokane County Auditor as required by the provisions of RCW 39.34.040.
2.02. Ratification and Confirmation. Except as expressly amended by this First
Amendment, the Agreement is in all respects ratified and confirmed and the terms, provisions
•
• and conditions thereof are and shall remain in full force and effect. From and after the date
4
• hereof all references to the Agreement shall mean such Agreement as amended by the terms of
this First Amendment.
2.03. Captions. The article and section captions used in this First Amendment are for
convenience only and shall not control and affect the meaning or construction of any of the
provisions of this First Amendment or the Agreement.
2.04. Counterparts. This First Amendment may be 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 First Amendment.
[Signature pages follow]
•
•
5
r
IN WITNESS WHEREOF,the Parties have executed this First Amendment by their duly
authorized officers and representatives this day 11,4 2014.
COUNTY:
SPOKANE COUNTY,WASHINGTON
BY THE BOARD OF COMMISSIONERS
SPOKANE COUNTY,WASHINGTON
i
AI Frenc , afr
%oraed /,n2M2-166-62Z..-
ica`/
Tod. 470/0
Mielke,Vice-Chair l
a
. Sr OT COMA, ‘k\
A0)110 �� r�4".•; E sof 0 +
TAZ
1 O'•ui i, Commissioner w� ;�R° 4,,.4..- ++
ATTEST: r+ • •
Danie a Erickson,Clerk of the Board of Count
Commissioners
SIGNATURE PAGE-COUNTY
DISTRICT:
SPOKANE PUBLIC FACILITIES
DISTRICT
Pr-
Ke
Ke '• .. '• ohig,Chief Executive Officer
•
A'1"thST:
Sherry Leatha,Clerk of the Board of Directors
SIGNATURE PAGE-DISTRICT
VALLEY CITY:
CITY OF SPOKANE VALLEY,
WASHINGTON
City Many,
A'1'1'bST:
61- A"
City Clerk
*L
Approved as to form:
1k4 (b
OfOfficef the City Attorney
SIGNATURE PAGE-VALLEY CITY
f
.
ATTACHMENT
REPLACEMENT EXHIBIT C-2 TO INTERLOCAL AGREEMENT
MIRABEAU POINT PAYMENTS
Semiannual Semiannual
• Date Payment Date Payment
12/01/2014 $278,083.89 6/01/2024 $60,800.00
6/01/2015 99,400.00 12/01/2024 490,800.00
12/01/2015 274,400.00 6/01/2025 52,200:00
6/01/2016 97,650.00 12/01/2025 517,200.00
12/01/2016 .282,650.00 6/01/2026 42,900.00
6/01/2017 94,875.00 12/01/2026 547,900.00
12/01/2017 284,875.00 6/01/2027 32,800.00
6/01/2018 92,025.00 12/01/2027 427,800.00
12/01/2018 322,025.00 6/01/2028 24,900.00
6/01/2019 88,575.00 12/01/2028 324,900.00
12/01/2019 343,575.00 6/01/2029 18,900.00
6/01/2020 84,750.00 12/01/2029 263,900.00
12/01/2020 374,750.00 6/01/2030 14,000.00
6/01/2021 80,400.00 12/01/2030 239,000.00
12/01/2021 400,400.00 6/01/2031 9,500.00
. 6/01/2022 75,600.00 12/01/2031 189,500.00
12/01/2022 425,600.00 6/01/2032 5,900.00 •
6/01/2023 68,600.00 12/01/2032 135,900.00
12/01/2023 458,600.00 6/01/2033 3,300.00
12/01/2033 168,300.00
•
EXHIBIT C-2—MIRABEAU POINT PAYMENTS
OHSUSA:758289770.2
i
08!26!2014 01:15:15 PM 6328967
Aeandeedirnil Fee $131.°° Page 04Rof
Spokane County Washtnaton
1111111 RIM 111 NII111 1111 MI III IN Ili II III NO 1111 El MI
RETURN NAME and ADDRESS
Angela Trout, Orrick, Herrington & Sutcliffe LLP
701 Fifth Avenue, Suite 5600
Seattle,Washington 98104
•
Please Type or Print Neatly and Clearly All Information
Document Title(s)
First Amendment to Interlocal Agreement for Development of Regional Center Projects
Reference Number(s)of Related Documents
Interlocal Agreement for Development of Regional Center Projects Recording No.
4962628, Spokane County,WA
Grantor(s)(Last Name,First Name,Middle Initial)
Spokane Public Facilities District
Spokane County,Washington
City of Spokane Valley, Washington
Grantee(s)(Last Name,First Name,Middle Initial)
Spokane Public Facilities District •
Spokane County,Washington
City of Spokane Valley, Washington
Legal Description(Abbreviated form is acceptable,i.e.Section/Township/Range/Qtr Section or Lot/Block/Subdivision)
• Not Applicable
Assessor's Tax Parcel ID Number Not Applicable
•
The County Auditor will rely on the information provided on this form.The Staff will not read the document
to verify the accuracy and completeness of the indexing information provided herein.
Sign below only if your document is Non-Standard.
I am requesting an emergency non-standard recording for an additional fee as provided in RCW 36.18.010.
I underst .d that the recording pr.cessing require . ,• ..; cover uP or otherwise obscure some parts of
the text . the original docume1 Fee for n.. .tandard processing is$50.
i
.attire . esti,: Party 4/6
AFTER RECORDING,RETURN TO:
Angela Trout
Orrick,Herrington& Sutcliffe LLP
701 Fifth Avenue, Suite 5600
Seattle, Washington 98104
FIRST AMENDMENT TO INTERLOCAL AGREEMENT
FOR DEVELOPMENT OF REGIONAL CENTER PROJECTS
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
Reference No.of
Related Document: Interlocal Agreement for Development of Regional Center Projects
Recording No.4962628,Spokane County,WA