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HomeMy WebLinkAboutR-2004-009 Key Municipal Finance Installment Purchase Agreement (re: high speed copy machines)RESOLUTION NO. R-2004- 09 A RESOLUTION of the City of Yakima, Washington, approving and authorizing the acquisition of a high speed copy machine in the amount of not to exceed $100,000 pursuant to the Master Tax -Exempt Installment Purchase Agreement with Key Municipal Finance. WHEREAS, the City of Yakima, Washington ("City"), by Ordinance No. 2003- 25 passed on May 6, 2003, authorized the City to enter into a Master Tax -Exempt Installment Purchase Agreement with Key Municipal Financial ("Key") dated as of October 15, 2003 (the "Agreement"); WHEREAS, the City has determined that it is advisable to purchase a high speed copy machine in the amount of not to exceed $100,000 pursuant to the terms of the Agreement; NOW, THEREFORE, BE IT RESOLVED by the City of Yakima, Washington, as follows: Section 1. Approval of Documents. The proper officers of the City are hereby authorized to execute Property Schedule No. 2 and accompanying exhibits on behalf of the City of Yakima, in substantially the form attached hereto. The above -listed agreements shall be amended only with the approval of the City. Section 2. Authorization of Documents. The Mayor or City Manager are hereby authorized to execute the documents relating to financing the copy machine. The Mayor, City Manager, Director of Finance and Budget, and each of the other appropriate officers, agents and representatives of the City are each hereby authorized and directed to take such steps, to do such other acts and things, and to execute such letters, certificates, agreements, papers, financing statements, assignments or instruments as in their s judgment may be necessary, appropriate or desirable in order to carry out the terms and provisions of, and complete the transactions contemplated by this resolution. Section 3. Prior Acts. All acts taken pursuant to the authority of this resolution but prior to its effective date are hereby ratified and confirmed. Section 4. Effective Date. This resolution shall be in effect from and after its adoption in accordance with law. ADOPTED by the City Council of the City of Yakima, Washington at a regular meeting thereof, held this 20th day of January, 2004. ATTEST 1( City Clerk APPROVED AS TO FORM: N/A City Attorney K:\25739100069ADG\DG 02066 CITY OF YAKIMA, WASHINGTON Paul George, Mayor Property Schedule No. 02 Master Tax -Exempt Installment Purchase Agreement This Property Schedule No. 02 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax - Exempt Installment Purchase Agreement (the "Master Agreement"), dated as of 10/15/2003, between Key Municipal Finance, a division of Key Corporate Capital Inc., and City of Yakima. 1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Purchaser in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date. The Commencement Date for this Property Schedule will be the later of (a) the date the City executes the acceptance document from the vendor (b) March 1, 2004 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto. Purchaser shall not remove such property from the locations set forth therein without giving prior written notice to Seller The Installment Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. Opinion. The Opinion of Purchaser's Counsel is attached as Exhibit 2. 5. Purchasers Certificate. The Purchaser's Certificate is attached as Exhibit 3. 6. Proceeds. Seller shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit 4. 7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5. 8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Installment Payments payable under this Property Schedule shall be subject to prepayment as follows: See termination amount in Exhibit 1 (Payment Schedule), subject to per diem adjustment. 9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6. 10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Agreement (including this Property Schedule all ancillary documents) are not received by Lessor at its place of business by 03/01/04 IN WITNESS WHEREOF, Seller and Purchaser have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. Seller: Key Municipal Finance, a division of Key Corporate Capital Inc. By: -----..,- Name: tilt4 t;: Title: DIRECTOR OF OPFRATIONS X SYNDICATIONS Purchaser: City of Yakima By: C -V Name: Richard A Zais, Jr. Title: City Manager Attest: {� By '1 Name: Karen Roberts Title: City Clerk CITY CONTRACT NO: RESOLUTION NO: Form No: 96-400.o97-kinf -1- EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 02 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc., and City of Yakima. The Property is as follows: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. EQUIPMENT LOCATION: 129 N Second Street, Yakima, WA 98901 USE: — This use is essential to the proper, efficient and economic functioning of Purchaser or to the services that Purchaser provides; and Purchaser has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Installment Payment Schedule If the Due Dates are not defined in this Installment Payment Schedule, they shall be defined as the Last day of each Quarterly period of this Installment Payment Schedule commencing with the Acceptance Date. Total Principal Amount $93,414.05 Interest Rate 3.25% Payment # Date Payment Interest Principal Prepayment Balance (*) Acceptance Date 03/01/2004 --- 1 1 -Jun -2004 5,079.38 758.99 4,320 39 90,875.53 2 1 -Sep -2004 5,079.38 723.89 4,355.49 86,432.93 3 1 -Dec -2004 5,079.38 688.50 4,390.88 81,954.23 4 1 -Mar -2005 5,079.38 652.82 4,426.56 77,439.15 5 1 -Jun -2005 5,079.38 616.86 4,462.52 72,887.37 6 1 -Sep -2005 5,079.38 580.60 4,498.78 68,298.62 7 1 -Dec -2005 5,079.38 544 05 4,535.33 63,672.58 8 1 -Mar -2006 5,079.38 507.20 4,572.18 59,008.95 9 1 -Jun -2006 5,079.38 470.05 4,609.33 54,307.43 10 1 -Sep -2006 5,079.38 432.60 4,646.78 49,567.72 11 1 -Dec -2006 5,079.38 394.84 4,684.54 44,789.49 12 1 -Mar -2007 5,079.38 356.78 4,722.60 39,972.44 13 1 -Jun -2007 5,079.38 318.41 4,760.97 35,116.25 14 1 -Sep -2007 5,079.38 279.73 4,799.65 30,220.60 15 1 -Dec -2007 5,079.38 240.73 4,838.65 25,285.18 16 1 -Mar -2008 5,079.38 201.41 4,877.96 20,309.65 17 1 -Jun -2008 5, 079.38 161.78 4,917.60 15, 293.70 18 1 -Sep -2008 5,079.38 121.82 4,957.55 10,237.00 19 1 -Dec -2008 5,079.38 81.54 4,997.83 5,139.21 20 1 -Mar -2009 5,079.38 40.94 5,038.44 0.00 Total 101,587.56 8,173.51 93,414.05 --- (*) after payment on corresponding date has been made. Purchaser : City of Yakima [ 13).,..s...4.0\ \ . .--1 Name: Richard A. Zais, Jr. Title: City Manager EXHIBIT A — PROPERTY DESCRIPTION Main System 1 -Savin 40105 1-SR840 Finisher 1-2/3 Hole Punch Kit 1045 1 -Cover Interposer Tray 1075 1-RT46 LTC 1 -Multi Bypass Tray Type 2105 Secondary System 1 -Savin 40105 1-SR840 Finisher 1-2/3 Hole Punch Kit 1045 1 -Multi Bypass Tray 2105 1-RT46 LTC 1 -Pr ii ieriS-C,Q� n �Gr Kit 21'05 1 -Post Script R. Board Type 2105 1-256 MB Dimm Controller & Software 1 -EB 105 Controller 1 -Doc Builder Pro Software Preston' Gates' Ellis LLP March 1, 2004 Key Municipal Finance, a division of Key Corporate Capital Inc. Portland, Oregon City of Yakima, Washington Re: Property Schedule No. 02 dated March 1, 2004 (the "Schedule") to the Master Tax -Exempt Installment/Purchase Agreement, dated as of October 15, 2003 (the "Agreement," together with the Schedule, the "Lease") between Key Municipal Finance, a division of Key Corporate Capital Inc., as Lessor, and City of Yakima, Washington, as Purchaser (the "City"). Ladies and Gentlemen: Our firm acts as special counsel and bond counsel to the City. The City was authorized to enter into the Agreement with Lessor by City Ordinance No. 2003-25 passed on May 6, 2003 and the Schedule approved by a resolution of the City dated January 20, 2004 for the purpose of financing the acquisition of various equipment for use by the City. This opinion is delivered to you pursuant to the provisions of the Lease as described above. In our capacity as such special counsel, we have examined an original or copy certified or otherwise identified as being a true copy of the Lease. Any capitalized term used herein and not otherwise defined herein shall have the same meaning as set forth in the Lease. Based upon and subject to the foregoing and below in this letter, we express the following opinions. 1. The City is a public instrumentality created and validly existing under the laws of Washington. 2. The City has full legal right, power and authority to carry out and consummate the transactions contemplated by the Lease to be undertaken by the City. 3. By official action of the City, the City has duly authorized and approved the execution and delivery of and the performance by the City of its obligation contained in the Lease. A LAW FIRM I A LIMITED LIABILITY PARTNERSHIP INCLUDING OTHER LIMITED LIABILITY ENTITIES 925 FOURTH AVENUE SUITE 2900 SEATTLE, WA 98104.1158 TEL: {206} 623-7580 FAX: {206} 623-7022 WWW.PRESTONGATES.COM Anchorage Coeur d'Alene Hong Kong Orange County Portland San Francisco Seattle Spokane Washington, DC City of Yakima, Washington Key Municipal Finance, a division of Key Corporate Capital Inc. March 1, 2004 Page 2 4. The Lease constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. 5. The portion of each payment due under the Lease designated as and comprising interest ("Interest") is excluded from gross income for purposes of federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). We also are of the opinion that the Lease is not a "private activity bond" within the meaning of the Code. 6. We are further of the opinion that Interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, but is taken into account in the computation of the corporate alternative minimum tax under Section 55 of the Code. The City has not designated the Lease as a "qualified tax-exempt obligation" for investment by financial institutions under Section 265 of the Code. 7. We express no opinion regarding any other federal tax consequences arising with respect to the Lease. The opinions set forth herein are as of the date hereof and take into account only published state (and federal, to the extent noted) laws and regulations as of the date of this letter. We undertake no responsibility and expressly disclaim any undertaking or obligation to advise you of changes in laws, interpretations of laws or facts which may hereafter be brought to our attention including, but not limited to, any changes between the date hereof and the date of execution of the Lease which change could affect the opinion set forth above. This opinion is solely for your benefit and may not be relied on by, nor copies delivered to, any other person, other than your successor or assign, without our prior written consent in each instance. Very truly yours, PRESTON GATES & ELLIS LLP By Nancy M. Neraas K:\25739\00069\DG\DG L2067 EXHIBIT 3 Purchaser's Certificate Re: Property Schedule No. 02 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Yakima. The undersigned, being the duly elected, qualified and acting keeper of records for the City of Yakima ("Purchaser ") do hereby certify, as of 03/01/2004, as follows: 1. Purchaser did, at a meeting of the governing body of the Purchaser held January 20, 2004 by resolution # 2004-09 or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of the above -referenced Property Schedule (the "Property Schedule") and the Master Tax -Exempt Installment Purchase Agreement (the "Master Agreement") by the following named representative of Purchaser , to wit: NAME OF EXECUTING OFFICIAL TITLE OF EXECUTING OFFICIAL SIGNATURE OF EXECUTING OFFICIAL Richard A.Zais, Jr. City Manager Arid/ Or 2. The above-named representative of the Purchaser held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Purchaser at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Purchaser relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Purchaser; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Purchaser , if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Purchaser . 6. Purchaser has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Installment Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Purchaser in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Purchaser to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. City of Yakima By Karen Roberts Title: City Clerk SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE. EXHIBIT 4 Payment of Proceeds Instructions Key Municipal Finance, a division of Key Corporate Capital Inc 1000 South McCaslin Blvd Superior, CO 80027 Re: Property Schedule No. 02 (the "Property Schedule") to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. ("Seller "), and City of Yakima ("Purchaser"). Ladies and Gentlemen: The undersigned, an Authorized Representative of the Purchaser hereby requests and authorizes Seller to disburse the net proceeds of the Property Schedule as follows: Name of Payee: By check By wire transfer X If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: Key Bank Bank Address: 102 E Yakima Ave. Bank Phone #: 509 575-6753 For Account of: City of Yakima Account No.: 90458372 ABA No.: 125-000-574 City of Yakima By: Name: Timothy M. Jensen/ ...g,z� Title: Treasury Services Officer Form No: 96-400.o97-kmf 1 -1- EXHIBIT 5 Acceptance Certificate Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd Superior, CO 80027 Re: Property Schedule No. 02 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc and City of Yakima Ladies and Gentlemen: In accordance with the above -referenced Master Tax -Exempt Installment Purchase Agreement (the "Master Agreement"), the undersigned ("Purchaser") hereby certifies and represents to, and agrees with, Key Municipal Finance, a division of Key Corporate Capital Inc. ("Seller"), as follows: (1) The Property, as such terms are defined in the above -referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Purchaser has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as such terms are defined in the Master Agreement) exists at the date hereof. (3) Date: March is', 2004 City of Yakima as Purchaser By: ;, , Name: Richard A. Zais, Jr Title: City Manager Form No: 96-400.o97-kmf -1- DEPARTMENT OF FINANCE & BUDGET 129 North Second Street Yakima, Washington 98901 Information Systems Memorandum Date: February 25, 2004 To: Tim Jensen, Treasury Services Officer From: Rick Pettyjohn, Information Systems Manager Re: Savin Digital Copiers for Print Shop information Systems has received and accepted from the KCDA Purchasing Cooperative the two Savin 40105 Digital Copiers and the associated peripheral equipment as specified on PO 04-01524. We have also received the Savin EB 105 Controller from Cascade Copiers as specified on PO 04-01525. r1"- 5204 FINANCE DEPT• Customer Service (509) 575-6080. Finance (509) 575-6070 ® Information Systems (509) 575-6098 EXHIBIT 6 Bank Qualification And Arbitrage Rebate Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 02 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc and City of Yakima Qualified Tax -Exempt Obligation Not Bank Qualified Arbitrage Rebate. (a) Purchaser is a governmental unit under the law of the State with general taxing powers, (b) this Property Schedule is not a private activity bond as defined in Section 141 of the Code, and (c) 95% or more of the net proceeds of this Property Schedule will be used for local government activities of Purchaser . Purchaser : City of Yakima By: c,u i Name: Richard A. Zais, Jr. Title: City Manager Form 8038-G (Rev November 2000) Department of the Treasury Internal Revenue Service Part I Information Return for Tax -Exempt Governmental Obligations Under Internal Revenue Code section 149(e) See separate instructions. Caution: If the issue price is under $100,000, use Form 8038 -GC OMB No. 1545-0720 Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name City of Yakima, Washington 2 Issuer's employer identification number 91 1 6001293 3 Number and street (or P 0 box if mail is not delivered to street address) 129 North Second Street Room/suite 4 Report number 3 03 - 1 5 City. town. or post office. state. and ZIP code Yakima, Washington 98901 6 Date of issue March 1, 2004 7 Name of issue Property Schedule No. 2 to Master Tax -Exempt Installment Purchase Agreement 8 CUSIP Number N/A 9 Name and title of officer or legal representative whom the IRS may call for more information Tim Jensen, Treasury Services Officer 10 Telephone number of officer or legal representative (509 ) 576-6639 Part II 11 12 13 14 15 16 17 18 Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule ❑ Education . . . ❑ Health and hospital ❑ Transportation . ❑ Public safety. . . . . ❑ Environment (including sewage bonds). I --I Hnusinn ❑ Utilities • Other Describe ► Purchase of copy machine 19 If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box 110- 20 20 if obligations are in the form of a lease or installment sale, check box Part III ► 11 12 13 14 15 6 171 Description of Obligations. Complete for the entire issue for which this form is being filed 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield June 16, 2008 $ $93,414.05 $ N/A 5 years 3.250 % Part IV 22 23 24 25 26 27 28 Proceeds used to advance refund prior issues Uses of Proceeds of Bond Issue (including underwriters' discount) Proceeds used for accrued interest . . . . Issue price of entire issue (enter amount from line 21, column (b)) . Proceeds used for bond issuance costs (including underwriters' discount) . 24 Proceeds used for credit enhancement . . . . Proceeds allocated to reasonably required reserve or replacement fund . Proceeds used to currently refund prior issues 29 Total (add lines 24 through 28) . . . 25 26 27 22 23 -0- 93,414.05 -0- -0- -0- -0- 28 -0- 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) Part V 29 30 Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded 32 Enter the remaining weighted average maturity of the bonds to be advance refunded 33 Enter the last date on which the refunded bonds will be called 34 Enter the date(s) the refunded bonds were issued ► Part VI ► ► ► -0- 93,414.05 N/A years years Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed investment contract IN. - 37 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 35 36a 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the Issuer ► and the date of the issue ► 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . 40 If the issuer has identified a hedge, check box . . ► ❑ 10- 10 - Please ► Please Sign Here Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. March 1, 2004 Tim Jensen ▪ Treasury Services Officer Signature of issuer's authn fzed representative Date Type or print name and title For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-G (Rev 11-2000) BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. -'t- 1 �-- For Meeting Of I— ‘-c)' ITEM TITLE: Installment Loan Agreement for Print Shop High -Speed Copiers SUBMITTED BY: Rick Pettyjohn, Information Systems Manager CONTACT PERSON/TELEPHONE: Tim Jen Treasury Services Officer, 576-6639 SUMMARY EXPLANATION: Information Systems is replacing the old analog copy machine in the Print Shop with a pair of high-speed, digital copiers. These copiers will be networked together to facilitate load sharing allowing more throughput and faster response times to document requests. In addition, the copiers will be integrated into the City's computer network to enable digital submission of documents directly to the Print Shop. The attached Resolution authorizes an Installment Loan Agreement for these copiers pursuant to the City's Master Tax -Exempt Installment Loan Agreement dated October 15, 2003 - Ordinance 2003-25. Financing will be provided under this agreement as property schedule #2. This is a five-year installment agreement at an interest rate of 3.25%. The total principal amount is $98,116.99. $5,335.10 payments will be made quarterly for an annual amount of $21,340.40. This loan will close and documents will be finalized before March 1, 2004. The attached agreements will be completed at that time. The 2003 Information Systems' Budget contained appropriations for the Capital Lease expenditures and revenue and Debt Service expenditure for this transaction. The funding will be encumbered into the 2004 Budget as appropriate. Resolution XX Ordinance Other (Specify) Contract Mail to (name and address): Phone: Funding Source G. ral Fund APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Approve Resolution BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2004-09