Ordinance 03-080 Authorizes Agreement with Spokane Public Facilities District ORDINANCE NO. 03-080
AN ORDINANCE OF THE. CITY COUNCIL OF THE CiTY OF SPOKANE VALLEY,
SPOKANE COUNTY, WASHINGTON, MAKING FINDINGS REGARDING A
REGIONAL PROJECT, AUTHORIZING THE EXECUTION OF AN AGREEMENT
WiTH THE SPOKANE PUBLIC FACILITIES DISTRICT, AND PROVIDING FOR
OTHER MA1TERS PROPERLY RELATING THERETO.
WHEREAS, the Spokane Public Facilities District (the "PFD") is authorized by chapter 36.100
RCW to acquire, construct, own, remodel, maintain, equip, repair, finance and operate "regional centers"
as defined in RCW 35.57.020 and the City of Spokane Valley, Spokane County, Washington (the "City")
is authorized by chapter 35.57.020 RCW to acquire and operate "regional centers;" and
WHEREAS, RCW 35.57.020 and 36.100.030 authorize the City and the PFD to participate in.the
financing of all or any part of a regional center public facility on such terms as may be fixed by agreement
between the respective legislative bodies without submitting the matter to a vote of the electors thereof,
unless the provisions of the general laws of this state applicable to the incurring of indebtedness require
such submission; and
WHEREAS, 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
centers projects within its boundaries , i.e., the Convention Center Project, the Fair and Expo Center
Project and the Mirabeau Point Project (collectively, the"Regional Center Projects"); and
WHEREAS, 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 hoteVmotel tax to enable the District to undertake and accomplish the Regional Center Projects;
and
WHEREAS, 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; and
WHEREAS, the parties intend to jointly develop the Regional Center Projects, in accordance
with an "interlocal Agreement for Development of Regional Center Projects" substantially in the form
attached as Exhibit A and incorporated herein by reference (the "Agreement"), as multipurpose facilities
meeting the definition of "regional centers" under RCW 35.57.020. The Regional Center Projects are
intended to directly serve Spokane County(the"County"), the District, the City of Spokane and the City,
and their respective residents, as well as serving a broader population in the region, the State of
Washington and portions of Idaho and Montana. The City, the County and the District have all indicated
a desire to work cooperatively under RCW 36.100.030(2), chapter 35.559 RCW, chapter 39.34 RCW and
chapter 67.28 RCW so that the District, the County and the City can obtain sufficient financing to
accomplish the Regional Center Projects consistent with the terms of the Agreement; and
WHEREAS, the City expects to issue and sell its limited tax general obligation bonds in an
aggregate principal amount of approximately$7,000,000 to provide financing for a portion of the costs of
undertaking and accomplishing the Mirabeau Point Project; and
WHEREAS, the PFD, County and the City each are authorized pursuant to chapter 35.57 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 of regional centers, and are further
Ordinance 03-080 Pan I of 4
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authorized by chapter 35.59 RCW to participate in the financing of, and to appropriate and/or expend any
available public money for regional centers. RCW 36.100.030(2) provides that a public facilities district,
may enter into contracts 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 collectivity any activities that they are individually permitted
to pursue under applicable law; and
WHEREAS, the District, the County and the City have negotiated an agreement under which (i)
the District will carry out the Convention Center Project; (ii) the County and the District will jointly
develop the Fair and Expo Center Project under the County's lead, with the District providing financial
assistance in the form of intergovernmental payments (the Fair and Expo Center Payments"); and (iii)the
City and District will jointly develop the Mirabeau Point Project under the City's lead, with the District
providing financial assistance in the form of intergovernmental payments (the "Mirabeau Point
Payments"); •
NOW THEREFORE BE IT RESOLVED the City Council (the "Council") of the City of Spokane
Valley, Washington as follows:
Section L: Findings
(1) - Regional Center. The development of the Mirabeau Point Project (the "Project") is
estimated to attract visitors to the City of Spokane Valley, Spokane County, Washington by the year
2005. it is expected to compete with small- to medium-sized conference centers throughout. Eastern
Washington, Northern Idaho and Western Montana, and is expected to draw attendees from across that
region by offering multiple-day conferences, conventions, trade shows, events and festivals attracting
overnight visitors, as well as being available for smaller regional and community events, specialty
sporting evens, artistic, musical, theatrical, or other cultural exhibitions, presentations, or performances.
The Project is expected by 2006 to attract economic benefits in direct and indirect positive economic
impacts to the City, primarily as a result of increased tourism and demand for services, food and lodging.
The City Council therefore finds that the Regional Center Project meets the definition of"regional center" •
found in RCW 35.57.020 and because it serves a regional population. In addition, the total Project cost,
including debt service, is expected to exceed S10 million.
(2) PFD Taxes. The Council finds that the City, PFD and Spokane County will meet the
33% match relating to the PFD Sales Tax and required under RCW 82.14.390 by contributions of cash
arid other services by private entities and individuals, the City of Spokane, the County, the City and PFD,
which shall be counted as an in-kind donation.
Section 2: Ratification of Interlocal Agreement. The City Council approves the Interlocal
Agreement between the County, the City and the PFD in substantially the form attached hereto as
Exhibit A. The Mayor and the Clerk of the City are authorized and directed to execute and deliver the
Agreement on the City's behalf in substantially the form attached hereto as Exhibit A.
Section 3: City Bonds. The City Manager and his designees are authorized and directed to
work with the City's financial advisor, underwriter, bond counsel, rating agencies, potential bond insurers
and other appropriate persons or entities, to structure the City bonds and prepare for the issuance and sale
of those bonds. The issuance of the City bonds shall be approved by future ordinance of the Council.
(?rdinanci•03.080 Page 2 of 4
ORDINANCE('k—J)
Section 4: Authority Granted to City Officials. The City Manager and other appropriate
City Officials are hereby authorized to do and perform from time to time any and all acts and things
consistent with the Ordinance necessary or appropriate to carry this Ordinance into effect.
Section 5: Effective Date. This Ordinance shall be in effect from and after its adoption and
publication, as required by law.
Adopted,the City C9uncil of the City of Spokane Valley, Spokane County Washington, this
clay of 71 - 2003.
CITY OF SP* ' 'NE ALLEY
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Michael DeVleming, Mayo'
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Christine :ainbridge, City Clerk
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Ordinance 03-080 Page 3 of 4
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1, the undersigned, Clerk of the City Council of the City of the Spokane Valley, Spokane
County, Washington, hereby certify that the foregoing Ordinance is a full, true, and correct copy of an
Ordinance duly adopted at a regular meeting of the City Council of said City, duly and regularly held at
the regular meeting place thereof held on September 9,of which meeting all members of said Council had
due notice and at which a majority thereof were present; and that at said meeting said Ordinance was
adopted by the following vote:
AYES, and in favor thereof, Councilmembers:
Michael DcVleming, Dick Dencnny, Mike Flanigan, Rich Munson,
Gary Schimmels, Steve Taylor, Diana Wilhite
NOES, Councilmembers:
ABSENT, Councilmembers:
ABSTAIN, Councilmembers:
1 further certify that 1 have carefully compared the same with the original Ordinance on
tile and of record in my office; that said Ordinance is a full, true, and correct copy of the original
Ordinance adopted at said meeting; and that said Ordinance has not been amended, modified, or rescinded _
since the date of its adoption, and is now in full force and effect.
IN WITNESS WHEREOF, I have set my hand and affixed the official seal of the City on
September 9,2003.
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Christine Bainbrid&e,City Clerk
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Ordinance 03-080 Paec 4 of 4
Exhibit A
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INTERLOCAL AGREEMENT
FOR DEVELOPMENT OF REGIONAL CENTER PROJECTS
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Ordiurncc 03-030 Pxhlit A
[atcloai A3reemem PFD Page I ar30
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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 10
2.9 Convention Center Project Operation 11
SECTION 3 DEVELOPMENT AND FINANCING OF THE FAIR& EXPO CENTER PROJECT. .. 11
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 - 12
3.6 County Insurance for the Fair& Expo Center Project 13
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 Mirabcau Point Project 14
4.3 Site Acquisition, Development and Ownership of Mirabeau Point Project 14
4.4 Financing of Mirabeau Point Project 15
4.5 Mirabcau 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 1.7
5.4 Assignment 17
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5.5 Third Party Beneficiaries 17
5.6 Actions Contesting Agreement 17
5.7 Entire Agreement, Amendments and Waiver 18
5.8 Governing Law; Venue 18
5.9 Captions 18
5.10 Notices 18
5.11 Specific Approvals 19
5.12 Severability 20
5.13 Counterparts 20
5.14 Time is of the Essence 20
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5035b620.04
"PLAN C ,__tAFT OF JUNE 27, 2003
INTERLOCAL AGREEMENT
FOR DEVELOPMENT OF REGIONAL 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, WASNTNGTON(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 arc retired, but not more than 25 years after the tax is first
collected.
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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 May21, 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.
I. 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 of multi-
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
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community centers. RCW 67.28.120 provides that any municipality (including any city or
county) may, individually or jointly with any other municipally 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"Mirabeau Point Payments").
N. 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:
AGREEMENT
SECTION 1 DEFINITIONS.
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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
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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) $6,445,000 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
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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 HoteUMotel Tax Bonds,
2003, issued in one or more series, in an aggregate principal amount of not to exceed
$77,000,000, 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 RCW 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.
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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.
1.23 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 Mirabeau Point Project constitutes a "regional center" as
that term is used in RCW 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 he
Regional Tax Revenues constituting Mirabeau Point Payments shall not include any portion of
District Lodging Tax revenues.
1.26 NRMSIRs 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.
1.28 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.
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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 Facilities 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 delivered
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 $7,000,000 to finance a portion of the cost of the Mirabeau Point
Project.
SECTION 2 DEVELOPMENT AND FINANCING 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 RCW 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
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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,
commencement 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 construction of
the Convention Center is set forth in Exhibit B. The dates set forth in Exhibit B 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 Ac uisition Develo ment and Ownershi..
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 Matching Contributions for Regional Center Projects. As required by RCW
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
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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 be 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 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 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/Motel 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.
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50336r.0.04.
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 tlr 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 sdheduled
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,
pari 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 under "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 be 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
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rights and obligations of those Parties with respect to the design, construction 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 FINANCING OF THE FAIR & EXPO CENTER
PROJECT
•
3.1 Development of the Fair & Expo Center Project 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 RC W 67.28.050),
and shall finance, acquire, design, construct, own, operate and maintain the Fair & Expo Center
Project, and othenvise 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 1, 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
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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
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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 obligatictis 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
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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 MiRABEAU 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, 2005. 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 Pmject.
4.3.1 The Valley City is proceeding to acquire from the County all real property
necessary to carry out the Mirabeau 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.
•
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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 Mirabeau Point Project
shall terminate and revert to the Valley City upon the termination of the District's obligation to
make Mirabeau 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 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 Stitt 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
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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 Mirabeau 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 Revenue; 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 Mirabeau 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 Mirabeau 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
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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 board" as that term is used in RCW 3934.030(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 hereurrier, 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.
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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 1116 Broadway
Spokane, WA 99260
Copy to: Office of the County Prosecuting Attorney
Attn: Chief Civil Deputy
1115 W. Broadway
Spokane, WA 99260-0270
FAX: (509) 477-3672
•
-18-
50386820.P1
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.
5.11.1 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-
sa386nO.w •
5.11.3 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 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 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.
•
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SMS2O.04
IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly
authorized officers and representatives this_day of , 2003.
COUNTY:
SPOKANE COUNTY, WASHINGTON
BY THE BOARD OF COMMISSIONERS
SPOKANE COUNTY, WASHINGTON
John Roskelley, Chair
Phillip D. Harris, Vice-Chair
M. Kate McCaslin, Commissioner
ATTEST:
Daniela Erickson, Deputy Clerk of
the Board of County Commissioners
-21-
10386820.04
DISTRICT:
SPOKANE COUNTY PUBLIC
FACILITIES DISTRICT
Bill Williams, Jr., Chair
Trish McFarland, Vice-Chair
Shaun Cross, Director
Rick LaFleur, Director
Erik E. Skaggs, Director
ATTEST:
Kevin J. Twohig, Executive Director
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S03R6s2a.w
•
VALLEY CITY:
CITY OF SPOKANE VALLEY, WASHINGTON
Michael DeVleming, Mayor
ATTEST:
, City Clerk
-23-
50386820.04
EXHIBIT 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
MIRABEAU 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
5033020.04
EXHIBIT B
EXPECTED TIMELINES FOR FINANCING AND CONSTRUCTION
OF THE REGIONAL CENTER PROJECTS
B-1
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
B-3
M1-RABEAU POINT PROJECT
11/02-10/03 Design Development
12/03 Commence Construction
12/03-4/05 Construction
4/05 Completion of Construction
B-1
503658:0.94
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
06/0 1/08 291,625.00 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
C-1
503365:0A4
( r
C-2
MIRABEAU POINT PAYMENTS
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
06/01/18 12/01/33
12/01/18
C-2
3030320.04