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HomeMy WebLinkAbout005552 Contract AFTER RECORDING, RETURN TO: 11%111111111\111! 231 02 S2Iggit 1C°' LitlitY01Wid41". Mi 3PM 12J3i12.001 Page 5 5 2 005552 INTERLOCAL AGREEMENT REGARDING SKAGIT REGIONAL PUBLIC FACILITIES DISTRICT Between SKAGIT COUNTY and CITY OF ANACORTES kora, [al ,b(ti GutrkezL W-o gAll ,?-otali, Qua. cptule.- Liu Sio-oAk_ CirtittAk wee__A_- , PAC MNACMW4 WO 0 1/12,1 0 0'05552 652. This INTEFtLOCAL COOPERATION AGREEMENT REGARDING SKAGIT REGIONAL PUBLIC FACILITIES DISTRICT (the "Agreement") is executed by and between the CITY OF ANACORTES (the "City") and SKAGIT COUNTY (the "County" and collectively referred to herein as "the Parties") for the purposes of providing for the creation of a public facilities district, the construction and equipping of a performing arts and conference center; stimulating economic development by creating jobs, realizing additional sales tax revenues and attracting commercial business and tourism; and providing facilities for performing arts events and conferences. The Parties enter into this Agreement effective as of the date of execution by both Parties, for the purposes and under the terms contained herein. WHEREAS, the Parties recognize and find that there is a need in Skagit County for a centralized facility especially designed and constructed for the use of performing arts organizations and performances (a"Performing Arts and Conference Center" or"PAC"), and the Parties recognize the public use and benefit to the citizens of Skagit County of such a facility; and WHEREAS, the County, in cooperation with the Skagit Performing Arts Council ("SPAC"), the Skagit Valley Community College (the "College") and the M.J. McIntyre and Shirley McIntyre Charitable Foundation (the "Donor"), have considered the options and available resources in order to implement the acquisition, construction and operation of a PAC; and WHEREAS, Chap. 36.100 RCW (the "Act") authorizes the County to create a separate legal entity known as a public facilities district (the "District") to acquire, construct, remodel, finance, and operate one or more "regional centers"; and A-2 20011 2 3 0 4 8 Skagit County Auditor 12/31/2001 Page 2 of 14 4:13PM 005552 WHEREAS, pursuant to RCW §§ 35.57.020 and 36.100.030, "regional centers" are defined in the Act to include, among other things, performing arts centers as anticipated by this Agreement together with associated facilities; and WHEREAS, public facilities districts have access to several new revenue sources, including a sales and use tax credit authorized pursuant to RCW 82.14.390 (the "Sales Tax/Credit"), which operates to shift 0.033% of the State's share of retail sales and use taxes generated within the boundaries of a public facilities district to the district instead; WHEREAS, the County approved the formation of the Skagit Regional Public Facilities District(the"PFD")by Resolution No. 18364, adopted on August 14, 2001; WHEREAS, subject to certain limitations set forth herein, the County will approve the issuance of bonds by the PFD for the purpose of providing certain funds for the construction and equipping of the PAC; WHEREAS, the Parties are authorized and empowered to enter into this Agreement pursuant to Chap. 39.34 RCW; NOW THEREFORE, in consideration of mutual promises and covenants herein, the Parties agree: Section 1. Definitions. Capitalized terms used in this Agreement have the meanings given such terms in Appendix 1 attached hereto and incorporated by this reference herein. Section 2. Formation of the District. The boundaries of the PFD are be coextensive with the boundaries of the County, as the same may be amended from time to time. Section 3. Name. The name of the PFD is the Skagit Regional Public Facilities District. Skagit County Auditor A-3 itimmoo02RI 12/31/2001 Page 3 of 14 4:13PM 005552 Section 4. Purpose. The purpose of this Interlocal Agreement is to facilitate the financing of the construction of the PAC, as provided in its Charter, as the same may be amended from time to time. In consideration of the City's entering into this Agreement, the County agrees to amend the PFD's Charter (1) to provide that the PFD may not submit any new taxes or levies to the voters for approval without first receiving approval from the County and the City(and each other city that is a party to an interlocal agreement regarding the PFD); and (2) to provide that no bonds or other debt obligations may be issued by the PFD in excess of $13,085,000. The foregoing is not intended to limit the ability of the PFD to issue refunding bonds that may be in excess of this amount, so long as the refunding does not extend the final maturity of the bonds or increase the aggregate annual debt service by more than $5,000. Section 5. City Commitment. In consideration of the County's commitment to approve the issuance of the Bonds to pay a portion of the capital costs of the PAC, which will provide benefits to the community and economic development in the City and throughout the County, the City hereby agrees that, it will not form a public facilities district that would have the authority to impose a sales/use tax under RCW 82.14.390 (as the same may be amended) or any other tax that would be credited against any tax imposed by the District pursuant to RCW 82.14.390 (5), or would otherwise be offset against the tax collections of the District under RCW 82.14.390 for so long as any general obligation bonds,issued by the District pursuant to RCW 36.100.060 remain outstanding, subject to the limitations set forth in the following sentences in this Section. If the City forms a PFD ("City PFD"), the City shall provide within the City PFD's charter and/or interlocal agreement between the County and City, that the City PFD shall not impose a sales tax under RCW 82.14.390 (or any successor statute) that would result in a IVI I I I !IU I! I I I I N A-4 2001 1 2 1 Skagit County Auditor 12/31/2001 Page 4 of 14 4:13PM 005552 reduction in the amount of sales taxes that would have been received by the.County's PFD (referred to the County PFD in the balance of this section) had the City not formed the separate City PFD, except under the following conditions: (1) The City will pay to the County PFD an amount equal to the Sales Tax/Credit projected to be received by the County PFD for the remaining term of the Bonds had the City not formed a separate City PFD (the "Anacortes Contribution"). The Anacortes Contribution will be computed as of the time the City PFD is formed and will be determined based upon the Sales Tax/Credit collected within the City of Anacortes for the prior year, projected at a growth rate based upon the average growth of Sales Tax/Credit in the City of Anacortes over the most recent five year period,present valued to the first date on which Sales Tax/Credit is received by the City PFD. The present value rate shall be equal to the arbitrage yield on the Bonds issued by the County PFD. Payment shall be made on or prior to the date the City PFD first collects the Sales Tax/Credit. OR (2) Only to the extent that it will not impact the then-existing rating on the Bonds, and subject to approval that may be required by any Bond Insurer, the City or the City PFD may provide for the continued payment to the County PFD of an amount equal to the actual Sales Tax/Credit that would otherwise have been received by the County PFD had the City not formed a City PFD. Section 6. Limitation of Liability. The PFD shall be a separate legal entity. All debts, liabilities and other liabilities incurred by the PFD shall be satisfied exclusively from (a) in the case of obligations which, by their terms, are not payable from a special or limited source of funds, exclusively from the revenues, assets and properties of the PFD, and (b) in the case of ftIj1flII1lN2001 2348 A-5 Skagit County Auditor 12/31/2001 Page 5 of 14 4:13PM 005552 obligations which, by their terms, are payable from a special or limited source of funds, exclusively from such revenues, assets and properties of the PFD as shall be specifically pledged thereto or otherwise identified as being the source of payment thereof. No creditor, claimant or other person shall have any right of action against or recourse to the City or its revenues, assets or properties on account of or with respect to any such obligations, or otherwise on account of or with respect to any acts or omissions of the PFD or its officers, employees or agents, nor shall the PFD be empowered to incur or create any liability that permits recourse by any contracting party or member of the public to any assets, resources, property, services, or credit of the City without the City's express authorization. Section 7. No Third-Party Beneficiary. This Agreement is entered into for the benefit of the residents of the Parties to facilitate the completion of the Project, stimulate economic development by creating jobs, realize additional sales and lodging tax revenues, attract commercial business and tourism, and provide facilities for convention, special events, community events including public meetings and performing arts events. This Agreement is not entered into with the intent that it shall benefit any party not signing this Agreement, and no other person or entity shall be entitled to be treated as a third-party beneficiary of this Agreement; provided that any owner of the Bonds or Additional Bonds shall be a third-party beneficiary for the purposes of enforcing the City's commitment hereunder. Section 8. Counterparts. This Agreement may be executed in two or more counterparts, and each such counterpart shall be deemed to be an original instrument. All such counterparts together will constitute one and the same Agreement. OPIPPRIM 2 2 1 0 2 8 i 213i 1200SikapgaitgCe s of ountyAuld4itor 4:13pm A-6 005552 Section 9. Termination. This Agreement shall terminate as of the date that the PFD is no longer authorized to collect the tax authorized by RCW 82.14.390, as that statute now exists or may hereafter be amended. Section 10. Dissolution. In the event the PFD is dissolved pursuant to an ordinance passed by the County and in such manner as may be required by State law, then this Agreement shall terminate upon such dissolution. Section 11. Successors and Assigns. All of the covenants, conditions and agreements in this Agreement shall extend to and bind the legal successors and assigns of the parties hereto. Section 12. Venue and Interpretation. Washington law shall govern the interpretation of this Agreement. Skagit County shall be the venue of any arbitration or lawsuit arising out of this Agreement Section 13. Captions. The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement. Section 14. Legal Entity. No separate legal entity is created by and through this Agreement, as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington. No joint oversight and administration board is created hereby. Section 15. Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable by a final decision of any court having jurisdiction on the matter, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect, unless such court determines that such invalidity or 2 0 0 I 2 1 0 a A-7 4:13PM 0 7 of 14 1213112001 Pag Skagit.CountY Auditor 005552 unenforceability materially interferes with or defeats the purposes hereof, at which time either party shall have the right to terminate the Agreement. Section 16. Entire Agreement. This Agreement constitutes the entire agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. Section 17. Recordation. Copies of this Agreement shall be filed with the Skagit County Auditor's Office by the County, and with the City Clerk. \RIPURIM 310 8 A-8 Skagit County Auditor 4;13PM 1213112001 Page 6 of 14 005552 COUNTY: SKAGIT COUNTY BOARD OF COMMISSIONERS SKAGIT COUNTY, WASH GT N 1,p. 3i 01 Ted W. Anderson, Chairman Oj roitA..41.0'1 cl . hc--Lb-A Kenneth A. Dahlstedt, Commissioner AY% NA-w6 Don Munks, Commissioner Apt g vq ti, 't content: _ Fi ilpirC•to r Approved as to indemnification: \---61-e111--- -1 -Risk Manager Manager Approved as to form: ivil uty 0--el \--1-- \ CITY: By c-7/. 42ik4, /2//ctioi Ma or Appendix 1 - Definitions INIMPROM A-9 2001 3 0248 Skagit County Auditor 1213112001 Page 9 of i4 4:13PM 005552 STATE OF WASHINGTON ) )ss. COUNTY OF SKAGIT I certify that I know or have satisfactory evidence that TED W. ANDERSON is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Chairman of the SKAGIT COUNTY BOARD OF COMMISSIONERS, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: ,2001 Notary Public Print Name My commission expires (Use this space for notarial stamp/seal) STATE OF WASHINGTON ) )ss. COUNTY OF SKAGIT certify that I know or have satisfactory evidence that KENNETH A. DAHLSTEDT is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as a Commissioner of the SKAGIT COUNTY BOARD OF COMMISSIONERS, to be the free, and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 1 .131 ,2001 GIES& ///, otary c p ............ swoll&v... rint Name jOtiwo.1( i.esesgage..,1-F-r— co sion expires GI C)C* • *-• 4 *OTARy : = Pt/B1\C" s 4.) to,N.- 1, „••• c)-$.• ..... .\\„, %FP W AS*00 'ihrtito (Use this space t or notarial stamp/seal) 1410111100#3113111112411111 A-1 0 Skagit County Auditor 12/31/2001 Page 10 of 14 4:13PM • STATE OF WASHINGTON ) 005552 }ss. COUNTY OF SKAGIT ) I certify that I know or have satisfactory evidence that DON MUNKS is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as a Commissioner of the SKAGIT COUNTY BOARD OF COMMISSIONERS, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument, Dated: itt?:y13 I ,2001 .okitintii/01.1 e'e// otary P is `.`cb:'ON % y - Print Name p NN IoS81( •L}f' otARy My commissio expires s` 's h •'Z rAtd'. /Nu, i ft tW AS 40`S (Use this space for notarial stamp/seal) STATE OF WASHINGTON ) ss. COUNTY OF SKAGIT ) I certify that I know or have satisfactory evidence that DEAN MAXWELL is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of the CITY OF ANACORTES, WASHINGTON, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: y t 2001 . _ R L. k . q Notary Public / • •,g91©44 - Print Name t' i L. U MOTARY N I/ My commission expires IO--I' f©Z- PUBLIC • t/r 170 I9-4 l+x„ WAS —= (Use this space for notarial stamp/seal) IfIW q l ll' Mbl N I Vlh1bIl 2 01123 248 A-I i Skagit County Auditor 12/3112001 Page 11 of 14 4:13PM APPENDIX 1 005552 DEFINED TERMS Act means chapter 36.100 RCW, as the same may be amended from time to time. Additional Bonds means Completion Bonds or Refunding Bonds issued by the PFD. Agreement means the Interlocal Cooperation Agreement Regarding Skagit Regional Public Facilities District between the County and the City. Board means the governing body vested with the management of the affairs of the Skagit Regional Public Facilities District, Bond Resolution means the resolution of the PFD Board authorizing the issuance of the Bonds and any amendments. Bonds means the bonds, notes or other evidences of indebtedness issued by the PFD pursuant to and under authority of RCW 36.100.060 and the Bond Resolution to finance the Proj ect, Charter means the Charter of the PFD, issued pursuant to the County Resolution, as amended from time to time. College means the Skagit Valley Community College, a community college of the State of Washington. Completion Bonds means additional bonds of the PFD issued to pay Costs of the Project. Costs of the Project means all capital costs that are paid or incurred by the PFD in connection with the design, development and construction of the Project, including, but not limited to all or a portion of the interest on Bonds during the period of construction of such improvements, and for a period of time thereafter; amounts required to meet any reserve requirement for the Bonds; the cost of paying or reimbursing the PFD or any fund thereof for imasspop 0 z 4 A-1-1 2001 1 ouin2ty:uid4itor 4:13PM f2/311200rPgaitge c 005552 expenses, including planning, permitting and design expenses, incident and properly allocable to the Project; and all other items of expense incident and properly allocable to designing, developing and constructing the Project, financing the Project and placing the Project in operation. County means Skagit County, a political subdivision of the State of Washington. County Resolution means the Resolution No. of the Board of County Commissioners of the County, creating and establishing the PFD. PAC means the Skagit County Performing Arts and Conference Center, to be situated on property owned by the College and leased to the PFD. Parties means the County and the City. PFD means the Skagit Regional Public Facilities District created pursuant to resolution of the Skagit County Board of Commissioners. Project means the undertaking of the construction and equipping of the PAC. Refunding Bonds means bonds, notes or other evidence of indebtedness the proceeds of which will be used to refund Bonds. Rental Revenues means all income derived from the ownership and operation of the PAC, including daily,weekly or other lease or use agreements. Sales Tax/Credit means the sales and use tax to be imposed by the PFD in accordance with RCW 82.14.390 at a rate not to exceed 0.033% 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 tax shall be deducted from the amount of tax otherwise required to be collected or paid over to the State's Department of Revenue and shall expire when the Bonds and any Additional Bonds are retired, or, in any event, not more than 25 years after the Sales Tax/Credit is first collected 111110111)11111011 2 0 0 1 2 2 8 Skagit County Auditor A-1-2 12/3112001 Page 13 of 14 4:13PM 005552 State means the State of Washington. IRMNIMPIN p11z318 Skagit County Auditor 12/31/2001 Page 14 of 14 4:13PM A-1-3 PACMWICMW4W0 01li2J1B RESOLUTION NO. tS529. A RESOLUTION of the Board of County Commissioners of Skagit County, Washington, authorizing, ratifying and confirming the execution and delivery of interlocal agreements with incorporated cities and towns within the County with respect to the Skagit Regional Public Facilities Di strict. WHEREAS, the Board of County Commissioners (the "Board") of Skagit County (the "County") adopted Resolution No. 18364 on August 14, 2001 (the "Formation Resolution"), creating the Skagit County Public Facilities District (the "District") for the purpose of acquiring, constructing, equipping and maintaining a centralized facility especially designed and constructed for the use of performing arts organizations and performances (a "Performing Arts and Conference Center" or"PAC"); and WHEREAS, the boundaries of the District are co-extensive with the boundaries of the County; and WHEREAS, the District has access to several new revenue sources, including a sales and use tax credit (the "Sales Tax") authorized by RCW 82.14.390, which operates to shift 0.033% of the State's share of retail sales and use taxes generated within the District boundaries to the District instead; and WHEREAS, the District will be able to utilize the Sales Tax to pay debt service on long term bonds issued by the District to pay a portion of the construction costs of the PAC and to pay operating expenses of the District and the PAC; and WHEREAS, the Sales Taxes are critical to the funding of the PAC and its operation, as no other public funds are intended or committed to be used to pay the costs of the PAC; and WHEREAS, the PAC will provide benefits to the County as a whole; and IMUNININNI cu. Coo/ Mufti: /4---40-4115. )14614/Ctoviviojvczbira:Oliffiutp12(64.0, e pag n23tyolfAau2d2oit5o 4:18pm BUAlb I'D% -pcb 60E4 , 144k:bi- (\kis ses wka,L1, lite&"" 144411116- C2126e4 • 18,529 WHEREAS, the District requires assurances that the Sales Tax will continue to be available for the term of the bond financing to be obtained for the PAC construction; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF SKAGIT COUNTY, Washington, as follows: Section 1. Authorization of Interlocal Agreements. Officials of the County have met with officials and the elected councils of a number of incorporated cities and towns within the County (each an "incorporated jurisdiction") to describe and discuss the formation of the District for the construction, equipping and operation of the PAC as a regional center for the benefit of all residents within the County. Together with representatives of incorporated jurisdictions and the County's financial advisor, the County has developed a form of Interlocal Agreement that would protect the levy and collection of the Sales Tax for the term of bonds issued to finance and/or refinance the PAC (the "bonds"). The form of Interlocal Agreement is attached hereto as Exhibit A. At the time of formation of the District, the County anticipated that Interlocal Agreements would be executed ,with the Cities of Burlington, Mount Vernon and Sedro-Woolley and the Town of La Conner. The County is authorized and directed to execute and deliver Interlocal Agreements with any incorporated jurisdiction in order to provide adequate assurances of the continued ability of the District to collect the Sales Tax until the bonds are retired or defeased and to operate the PAC. Section 2. Prior Acts. All acts taken pursuant to the authority of this resolution but prior to its effective date are hereby ratified and confirmed. 200112 10 5 Skagit County Auditor -2- 12/31/2001 Page 3 of 20 4:18PM 18529 ADOPTED by the Board of County Commissioners of Skagit County at a regular meeting thereof, held this 44th day of-Septertther 200l. 3161- Dee.eynbour SKAGIT COUNTY BOARD OF COMMISSIONERS SKAGIT COUNTY, WASHINGTON Ted W. Anderson, Chairman Ve,14.441 . ba6A Kenneth A. Dahlstedt, Commissioner `cpb N //,/,. qzt-•'4' 1\1.4 -N<:g I-CI)iC3 Don MIMICS, Commissioner COc . se- '•• •'4?"-,\" tE.6V -c:\\• Approved as to form: eputy Ot ATTEST is A-' - 41101t.-4 At Cler ,,f\1/4 e Board 211411111411 200 123102 Skagit County Auditor 4:18PNI 1213112001 Page 4 of 20 -3- r VJAW4Vil 09/77/0 1 EXHIBIT A 1E4529 FORM OF INTERLOCAL COOPERATION AGREEMENT AFTER RECORDING,RETURN TO: INTERLOCAL AGREEMENT REGARDING SKAGIT REGIONAL PUBLIC FACILITIES DISTRICT Between SKAGIT COUNTY and [NAME OF INCORPORATED JURISDICTION] 12/31/2001 Page 11111llif NIRO 5 of 20 °r 4:18PM Sk9 " 2 / 1:32 A- Skagit County Audit ii00/27 18529 This INTERLOC AL COOPERATION AGREEMENT REGARDING SKAGIT REGIONAL PUBLIC FACILITIES DISTRICT (the "Agreement") is executed by and between the [NAME OF JURISDICTION] (the "City") and SKAGIT COUNTY (the "County' and collectively referred to herein as "the Parties") for the purposes of providing for the creation of a public facilities district, the construction and equipping of a performing arts and conference center and its operation; stimulating economic development by creating jobs, realizing additional sates tax revenues and attracting commercial business and tourism; and providing facilities for performing arts events and conferences. The Parties enter into this Agreement effective as of the date of execution by both Parties, for the purposes and under the terms contained herein. WHEREAS, the Parties recognize and find that there is a need in Skagit County for a centralized facility especially designed and constructed for the use of performing arts organizations and performances (a"Performing Arts and Conference Center" or"PAC"), and the Parties recognize the public use and benefit to the citizens of Skagit County of such a facility; and WHEREAS, the County, in cooperation with the Skagit Performing Arts Council ("SPAC"), the Skagit Valley Community College (the "College") and the M.J. McIntyre and Shirley McIntyre Charitable Foundation (the "Donor"), 'have considered the options and available resources in order to implement the acquisition, construction and operation of a PAC; and WHEREAS, Chap. 36.100 RCW (the "Act") authorizes the County to create a separate legal entity known as a public facilities district (the "District") to acquire, construct, remodel. finance, and operate one or more"regional centers"; ane SMININRI 2 0 11231 ° 5 A-5 Skagit County Auditor Page 6 of 20 12/3112001 4:18PM 18SZ.' WHEREAS, pursuant to RCW §§ 35.57.020 and 36.100.030, "regional centers" are defined in the Act to include, among other things, performing arts centers as anticipated by this Agreement together with associated facilities; and WHEREAS, public facilities districts have access to several new revenue sources, including a sales and use tax credit (the "Sales Tax"), which operates to shift 0.033% of the State's share of retail sales and use taxes generated within the boundaries of a public facilities district to the district instead; WHEREAS, in order to acquire, construct, equip and operate the PAC, and impose the Sales Tax and in consideration of the commitments of the College and of the Donor in the Donor Agreement, the County wishes to create a pubic facilities district solely for the purpose of acquiring, improving and operating the PAC as a regional center, as defined in the Act; WHEREAS, subject to certain limitations set forth herein, the County will approve the issuance of bonds by the public facilities district for the purpose of providing certain funds for the construction and equipping of the PAC; WHEREAS, the Parties are authorized and empowered to enter into this Agreement pursuant to Chap. 39.34 RCW; NOW THEREFORE, in consideration of mutual promises and covenants herein, the Parties agree: Section 1. Definitions. Capitalized terms used in this Agreement have the meanings given such terms in Appendix I attached hereto and incorporated by this reference herein. Section 2. Formation of the District. In consideration of the commitments by the City herein and the further commitments of the College and the Donor, the County hereby agrees to form a public facilities district (the "District") pursuant to RCW 36.100.010. The District 11111 IJ!I!t1j, 1 2 A-6 Skagit County Auditor 12/31/2001 Page 7 of 20 4:18PM it.f.4S29 shall be a municipal corporation, an independent taxing authority and a taxing district, With the powers and limitations as set forth in its Charter and the County Resolution. The District shall be coextensive with the boundaries of the County, as the same may be amended from time to time. Section 3. Name. The name of the District shall be the Skagit Regional Public Facilities District. Section 4. Purpose. The purpose of this Interlocal Agreement is to facilitate the creation of the District, which shall acquire (by purchase, lease or otherwise), construct, remodel, maintain, equip, reequip, repair, finance, and/or operate (either directly or by the Management Agreement) the PAC, as provided in its Charter, as the same may be amended from time to time. Section 5. City Commitment. In consideration of the County's commitment to form the District, which will provide benefits to the community and economic development in the City and throughout the County, the City hereby agrees that it will not form a public facilities district that would have the authority to impose a sales/use tax under RCW 82.14.390 (as the same may be amended) or any other tax that would be credited against any tax imposed by the District pursuant to RCW 82.14.390 (5), or would otherwise be offset against the tax collections of the District under RCW 82.14.390 for so long as any general obligation bonds issued by the District pursuant to RCW 36.100.060 remain outstanding. Section 6. Limitation of Liability. The District shall be a separate legal entity. All Debts, liabilities and other liabilities incurred by the District shall be satisfied exclusively from (a) in the case of obligations which, by their terms, are not payable from a special or limited source of funds, exclusively from the revenues, assets and -w^^--"-- — 111011104111P Skagit County Auditor A-7 4:18PM Page 8 of 20 12/3112001 the case of obligations which, by their terms, are payable from a special or limited source of funds, exclusively from such revenues, assets and properties of the District as shall be specifically pledged thereto or otherwise identified as being the source of payment thereof. No creditor, claimant or other person shall have any right of action against or recourse to the City or its revenues, assets or properties on account of or with respect to any such obligations, or otherwise on account of or with respect to any acts or omissions of the District or its officers, employees or agents, nor shall the District be empowered to incur or create any liability that permits recourse by any contracting party or member of the public to any assets, resources, property, services,or credit of the City without the City's express authorization. Section 7. No Third-Party Beneficiary. This Agreement is entered into for the benefit of the residents of the Parties to facilitate the completion of the Project, stimulate economic development by creating jobs, realize additional sales and lodging tax revenues, attract commercial business and tourism, and provide facilities for convention, special events, community events including public meetings and performing arts events. This Agreement is not entered into with the intent that it shall benefit any party not signing this Agreement, and no other person or entity shall be entitled to be treated as a third-party beneficiary of this Agreement; provided that any owner of the Bonds or Additional Bonds shall be a third-party beneficiary for the purposes of enforcing the City's commitment hereunder. Section & Counterparts. This Agreement may be executed in two or more counterparts, and each such counterpart shall be deemed to be an original instrument. All such counterparts together will constitute one and the same Agreement. • 4:i8PM a 2 f 3 i :21illalp!iattlocel!!911110[Ai u221c 1011 olr A-8 Section 9. Termination. This Agreement shall terminate as of .the date that the District is no longer authorized to collect the tax authorized by RCW 82.14.390, as that statute now exists or may hereafter be amended. Section 10. Dissolution. In the event the District is dissolved pursuant to an ordinance passed by the County and in such manner as may be required by State law, then this Agreement shall terminate upon such dissolution. Section 11. Successors and Assigns. All of the covenants, conditions and agreements in this Agreement shall extend to and bind the legal successors and assigns of the parties hereto. Section 12. Venue and Interpretation. Washington law shall govern the interpretation of this Agreement. Skagit County shall be the venue of any arbitration or lawsuit arising out of this Agreement Section 13. Captions. The captions in this Agreement are for convenience only and do not in any way limit or amplify the provisions of this Agreement. Section 14. Legal Entity. No separate legal entity is created by and through this Agreement, as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington. No joint oversight and administration board is created hereby. Section 15. Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable by a final decision of any court having jurisdiction on the matter, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect, unless such court determines that such invalidity or 112011610 20011231 °2 A-9 Auditor Skagit County q;18pM 12/3112001 page 10 of 20 18529 unenforceability materially interferes with or defeats the purposes hereof, at which time either party shall have the right to terminate the Agreement. Section 16. Entire Agreement. This Agreement constitutes the entire agreement between the parties. There are no terms, obligations, covenants or conditions other than those contained herein. No modifications or amendments of this Agreement shall be valid or effective unless evidenced by an agreement in writing signed by both parties. Section 17. Recordation. Copies of this Agreement shall be filed with the Skagit County Auditor's Office by the County, and with the City Clerk, toolippol Loa:itiClonty Auditor 1213112001 Page 11 of 20 4:18PM A-10 13:IC MW1C MW 4 UP 01/49127 18529 COUNTY: SKAGIT COUNTY BOARD OF COMMISSIONERS j O I SKAGIT COUNTY,WASHING Ted W. Anderson, Chairman Kenneth A. Dahlstedt, Commissioner Don Munks, Commissioner bp:oril . content: j!4Yto.� Approved as to indemnification: Risk Manager Approved as to form: puty -Z\\ Z15 INFHP14111 Skagit County Auditor 1213112001 Page 12 of 20 4:18PM A-1 l P:1CMW CMW4UP O1/09/27 1.8529 CITY: By Mayor ATTEST , Finance Director Approved as to form: Scott G. Thomas, City Attorney Appendix 1 - Definitions NOINEI 20 0 12 1 0 2 5 Skagit County Auditor A-12 12/31/2001 Page 13 of 20 4:18PM 4 STATE OF WASHINGTON ) )ss. COUNTY OF SKAGIT I certify that I know or have satisfactory evidence that TED W. ANDERSON is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Chainnan of the SKAGIT COUNTY BOARD OF COMMISSIONERS, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: ,2001 Notary Public Print Name My commission expires (Use this space for notarial stamp/seal) STATE OF WASHINGTON ) )ss. COUNTY OF SKAGIT I certify that I know or have satisfactory evidence that KENNETH A. DAHLSTEDT is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as a Commissioner of the SKAGIT COUNTY BOARD OF COMMISSIONERS, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: ,2001 Notary Public Print Name My commission expires (Use this space for notarial slamp/seal) 12\111111§41/1! 1,, 200 Aar kagtit COuntV ikkid 4:18PM s pap i4 44.. A-13 i 213112001 0 I/09/27 STATE OF WASHINGTON ) 1_8529. ) ss. COUNTY OF SKAGIT I certify that I know or have satisfactory evidence that DON MUNKS is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as a Commissioner of the SKAGIT COUNTY BOARD OF COMMISSIONERS, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: ,2001 Notary Public Print Name My commission expires (Use this space for notarial stamp/seal) STATE OF WASHINGTON ) )ss. COUNTY OF SKAGIT I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument,on oath stated that he was authorized to execute the instrument and acknowledged it as the Mayor of the [NAME OF INCORPORATED JURISDICTION] , WASHINGTON, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: ,2001 Notary Public Print Name My commission expires (Use this space for notarial stamp/seal) 11111111111114 2 0 1 1 1025 Skagit County Auditor A-14 12/3112001 Page 15 of 20 4:18PM APPENDIX 1 1852 DEFINED TERMS Act means chapter 36.100 RCW, as the same may be amended from time to time. Additional Bonds means Completion Bonds or Refunding Bonds issued by the District. Agreement means the Interlocal Cooperation Agreement Regarding Skagit Regional Public Facilities District between the County and the City. Board means the governing body vested with the management of the affairs of the Skagit Regional Public Facilities District. Bond Resolution means the resolution of the District Board authorizing the issuance of the Bonds and any amendments. Bonds means the bonds, notes or other evidences of indebtedness issued by the District pursuant to and under authority of RCW 36.100.060 and the Bond Resolution to finance the Proj ect. Charter means the Charter of the District, issued pursuant to the County Resolution, as amended from time to time. College means the Skagit Valley Community College, a community college of the State of Washington. Completion Bonds means additional bonds of the District issued to pay Costs of the Project. Costs of the Project means all capital costs that are paid or incurred by the District in connection with the design, development and construction of the Project, including, but not limited to all or a portion of the interest on Bonds during the period of construction of such improvements, and for a period of time thereafter; amounts required to meet any reserve A-I 1111111111111111111a 5 Q1 1 231 2 Skagit County Auditor 12/3112001 Page 16 of 20 4:18PM 1852 requirement for the Bonds; the cost of paying or reimbursing the District or any fund thereof for expenses, including planning, permitting and design expenses, incident and properly allocable to the Project; and all other items of expense incident and properly allocable to designing, developing and constructing the Project, financing the Project and placing the Project in operation. County means Skagit County, a political subdivision of the State of Washington. County Resolution means the resolution of the Board of County Commissioners of the County, creating and establishing the District. District means the Skagit Regional Public Facilities District created pursuant to resolution of the Skagit County Board of Commissioners. Donor means the M.J. McIntyre and Shirley McIntyre Charitable Foundation, a Washington nonprofit corporation. Donor Agreement means the Donor Agreement,between the Donor and the County. Management Agreement means the Management Agreement, between the District and the College, having a term equal to the term of the Bonds, pursuant to which the College agrees to operate the PAC and to cause to be remitted all revenues thereof, including but not limited to Rental Revenues. PAC means the Skagit County Performing Arts and Conference Center, to be situated on • property owned by the College and leased to the District. Parties means the County and the City. Project means the undertaking of the construction and equipping of the PAC. Refunding Bonds means bonds, notes or other evidence of indebtedness the proceeds of which will be used to refund Bonds. IHMEMPRI 200112310 55 A-2 Skagit County 4:18PM 7 of 20 12/31/2001 Page 1 Audltor 18529 Rental Revenues means all income derived from the ownership and operation of the PAC, including daily, weekly or other lease or use agreements, Sales Tax means the sales and use tax to be imposed by the District in accordance with RCW 82.14.390 at a rate not to exceed 0.033% 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 tax shall be deducted from the amount of tax otherwise required to be collected or paid over to the State's Department of Revenue and shall expire when the Bonds and any Additional Bonds are retired, or, in any event, not more than 25 years after the Sales Tax is first collected. Sales Tax Revenue means all Sales Taxes received by the District. SPAC means the Skagit Performing Arts Council, a Washington nonprofit organization. State means the State of Washington. 1111111111111111111111100 1 2 0 0 1 1 2 31 0 2 Skagit County Auditor 12/31/2001 Page 18 or 20 4:18PM A-3 PAJI1RLIHROSH 01/09/27 18529 SKA.GIT COUNTY, WASHINGTON A RESOLUTION of the Board of County Commissioners of Skagit County, Washington, authorizing, ratifying and confirming the execution and delivery of interlocal agreements with incorporated cities and towns within the County with respect to the Skagit Regional Public Facilities District. Adopted on September 10, 2001 Prepared by: PRESTON GATES&ELLIS LLP NIVIRIRRI Skagit County Auditor 12/31/2001 Page 19 of 20 4:18PM lt_RF.29 TABLE OF CONTENTS Page Section 1. Formation of the District 2 Section 2. Charter Error! Bookmark not defined. Section 3. Board of Directors Error! Bookmark not defined. Section 4. Prior Acts 2 Appendix A Charter 111!!!!!!!!!!!!!!1! 12/31/2001 Page 20 of 20 4:18PA4 pAcmwtoxv4u3 09127101 kiningNIMPIP 1 Skagit County Auditor �, '�c4 1/6. 2125/2002 Page 1 of 4 10:di ,>, O 60,97 Document Title: Ot Dal t)l Reference Number : t �.t�o4F Grantor(s): Li additional grantor names on page 1. Sk i-H Ct u i v 2 Grantee(s): U]additional grantee names on page^ 1. 9 ; } 's i4 , ��blic emu'll 'e ])1541'0- 2. Abbreviated legal description: [.,..]full legal on page(s)_. Assessor Parcel / Tax Ib Number: (]additional tax parcel number(s)on page SKAGIT COUN1Y Resolution # R20020048 Page1 of 3 RESOLUTION NO. AMENDING THE CHARTER OF THE SKAGIT REGIONAL PUBLIC FACILITIES DISTRICT WHEREAS, the Board of County Commissioners (the "Board") of Skagit County (the "County"), by Resolution No. 18364, adopted on August 14, 2001, formed the Skagit Regional Public Facilities District (the "District") and approved its governing charter (the "Charter"), pursuant to authority granted by RCW ch. 36.100 (the "Act"); and WHEREAS, the Cities of Anacortes, Burlington, La Conner, Mount Vernon, and Sedro-Woolley have entered into Interlocal Agreements with the County, pursuant to resolutions of each City, and request that the County approve certain amendments to the Charter to conform to the Interlocal Agreements; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF SKAGIT COUNTY, Washington, as follows: Section 1. Amendment of Charter (a) Section 5.2(H) of the Charter is hereby amended to read as follows (additions are shown in bold and underscored): (H) The following District powers shall be subject to the approval of the Board of County Commissioners[ (and in the case of iii below, each city that has executed an interlocal agreement with the County regarding the District)]: o (i) The plan of finance and the issuance of the Bonds any and gt Additional Bonds shall be subject to the prior approval of the Board of =a o County Commissioners; c N imp o smszar,, a (ii) The District shall not impose Admission Taxes, Sales =o Vo Taxes or Parking Taxes without the prior approval of the Board of County a i Nyo Commissioners; (iii) The District's power to impose Voted Sales Taxes authorized under RCW 82.14,048 is subject to the approval by the Board SKAGIT COUNTY • Resolution IS R20020048 Page 2 of 3 of County Commissioners[ and each city that has executed an interlocal agreement with the County regarding the District] prior to placement on the ballot. (b) A new Section 5.2(K) of the Charter is hereby added (additions are shown in bold and underscored): iK. Notwithstanding anything provided herein to the contrary, the District shall issue no bonds or other debt obligations in excess of $130851000. The foregoing is not intended to limit the ability of the District to issue refunding bonds that may be in excess of this amount, so long as the refunding does not extend the final maturity of the bonds or increase the aggregate annual debt service by more than $5,000.] Section 2. Approval and Delivery of Amended Charter. As amended by this resolution, the Charter is hereby approved. One original copy of the Charter, as amended by,this resolution and attested by the Clerk of the Board of County Commissioners, shall be delivered to the District, and one attested original shall be filed with the County. In addition, copies of the amended Charter shall also be delivered to each City executing an interlocal agreement with the County with respect to the District. Skagit County Auditor 2126/2002 Page 3 of 4 10:45AM -2- NI1/44CMVV4U3 02/04/02 a a..e—a$JP1 I 1 Resolution # R20020048 Page 3 of 3 ADOPTED by the Board of County Commissioners of Skagit County at a regular . meeting thereof, held this -itt day of February, 2002. IT% SKAGIT COUNTY BOARD OF COMMISSIONERS SKAGIT COUNTY, WASHINGTON 1)E101 A)(1„14 Don Munks, Chairman Titiiat. (ci) • * \\\ 0 Witt/// Kenneth A. Dahlstedt, Commissioner co.zrzt- . -- - Ted W. Anderson, Commissioner •w• Approved as to form: Ankt1144-41,6)-- Civil iiuty ATTEST • he Boar 1411110111111111111IP 2 2022 Skagit County Auditor 2/25/2002 Page 4 of 4 10:46P&A -3- PAC MW1C MW4 U3 02)04/02