HomeMy WebLinkAbout2017-016 Street Lighting Energy Project Authorization for Funding from the Office of the State TreasurerORDINANCE NO. 2017-016
AN ORDINANCE authorizing the acquisition of personal property and execution of a financing
contract and related documentation relating to the acquisition of said PERSONAL
PROPERTY.
WHEREAS, the City of Yakima (the "Local Agency") has executed a Notice of Intent to the
Office of State Treasurer, in the form of Exhibit A (the "NOI") to the form of Local Agency Financing
Contract attached hereto (the "Local Agency Financing Contract"), in relation to the acquisition of and
the financing of the acquisition of the Property, as defined below, under the provisions of RCW
ch 39.94; and
WHEREAS, it is deemed necessary and advisable by the City Council of the Local Agency that
the Local Agency acquire the equipment and/or personal property identified in the NOI (the "Property");
and
WHEREAS, it is deemed necessary and advisable by the City Council of the Local Agency that
the Local Agency enter into the Local Agency Financing Contract with the Office of the State Treasurer
in an amount not to exceed $2,400,000, plus related financing costs, in order to acquire the Property
and finance the acquisition of the Property;
WHEREAS, the Local Agency will undertake to acquire the Property on behalf of and as agent
of the Washington Finance Officers Association (the "Corporation") pursuant to the terms of the Local
Agency Financing Contract, and in accordance with all applicable purchasing statutes and regulations
applicable to the Local Agency; and
WHEREAS, the Local Agency desires to appoint the individuals set forth in Exhibit C to the form
of Local Agency Financing Contract as the representatives of the Local Agency in connection with the
acquisition of the Property and execution of the Local Agency Financing Contract (each an "Authorized
Agency Representative");
NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Yakima as follows:
Section 1. The individuals holding the offices or positions set forth in Exhibit C to the form of
Local Agency Financing Contract are each hereby appointed as a representative of the Local Agency
in connection with the acquisition of the Property and execution of the Local Agency Financing
Contract and all other related documents. A minimum of one Authorized Agency Representative shall
be required to execute any one document in order for it to be considered duly executed on behalf of
the Local Agency.
Section 2. The form of the Local Agency Financing Contract attached hereto is hereby
approved and the Authorized Agency Representatives are hereby authorized and directed to execute
and deliver the Local Agency Financing Contract, in an amount not to exceed $2,400,000, plus related
financing costs, and in substantially the form attached hereto with such changes as may be approved
by the Authorized Representatives, for the acquisition of the Property and financing of the acquisition
of the Property.
Section 3. The Local Agency hereby authorizes the acquisition of the Property as agent of the
Corporation in accordance with the terms and provisions of the Local Agency Financing Contract.
Section 4. The Authorized Representatives are hereby authorized to execute and deliver to the
Office of State Treasurer all other documents, agreements and certificates, and to take all other action,
which they deem necessary or appropriate in connection with the financing of the Property, including,
but not limited to, any amendment to the NOI and agreements relating to initial and ongoing disclosure
in connection with the offering of securities related to the financing.
Section 5. This ordinance shall become effective immediately upon its adoption.
PASSED by the City Council of the City of Yakima, at a regular meeting thereof held this 16th
day of May, 2017.
ATTEST:
APPROVED:
Kathy Co ey, May
Sofiya Clamtee, City Clerk
Publication Date: May 19, 201
Effective Date: May 16, 2017
Transaction No. 0857-5-1
LOCAL AGENCY FINANCING CONTRACT, SERIES 2017B
(Personal Property)
by and between the
STATE OF WASHINGTON
and
CITY OF YAKIMA,
a municipal corporation
("Local Agency")
Relating to
State of Washington
Certificates of Participation, Series 2017B
(State and Local Agency Personal Property)
Dated as of September 28, 2017
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS; CONSTRUCTION; MISCELLANEOUS PROVISIONS;
SUPPLEMENTS 4
Section 1.1 Definitions, Construction,Miscellaneous Provisions, Supplements 4
Section 1.2 Notice of Intent, Personal Property Certificate and Certificate
Designating Authorized Local Agency Representative 4
Section 1.3 Performance by Representatives 4
Section 1.4 Installment Sale and Purchase of Property 4
Section 1.5 Agency Installment Payments. 4
Section 1.6 Term 5
ARTICLE II SALE AND PURCHASE OF PROPERTY 5
Section 2.1 Local Agency Financing Contract Consolidated with Master
Financing Contract 5
Section 2.2 Appointment as Agent;Acquisition of Property; Revision and
Substitution of Property 5
Section 2.3 Title to the Property 6
Section 2.4 Security Interests 7
Section 2.5 Disclaimer of Warranties 7
ARTICLE III AGENCY INSTALLMENT PAYMENTS; CONDITIONAL PAYMENT
BY STATE; FULL FAITH AND CREDIT OBLIGATION 8
Section 3.1 Agency Installment Payments 8
Section 3.2 Sources of Payment of Agency Installment Payments 8
Section 3.3 No Set-Off 9
Section 3.4 Assignments by the Corporation 9
ARTICLE IV OPTIONAL PREPAYMENT OF AGENCY INSTALLMENT
PAYMENTS 10
Section 4.1 Optional Prepayment 10
Section 4.2 Revision of Agency Installment Payments upon Optional
Prepayment 10
Section 4.3 Discharge of Local Agency Financing Contract 10
ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS 11
Section 5.1 Representations and Warranties of the Local Agency 11
Section 5.2 Covenants and Agreements of the Local Agency 12
ARTICLE VI EVENTS OF DEFAULT; REMEDIES 16
Section 6.1 Agency Event of Default 16
Section 6.2 Rights of State Upon Agency Event of Default 17
Section 6.3 No Remedy Exclusive;Non-Waiver 17
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ARTICLE VII MISCELLANEOUS PROVISIONS 18
Section 7.1 Indemnification of State and the Corporation 18
Section 7.2 Third Party Beneficiaries 19
Section 7.3 Notices to Agency 19
Exhibit A—Notice of Intent
Exhibit B—Personal Property Certificate
Exhibit C—Certificate Designating Authorized Agency Representatives
Exhibit D—Schedule of Agency Installment Payments
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LOCAL AGENCY FINANCING CONTRACT
(Personal Property)
This Local Agency Financing Contract (the "Local Agency Financing Contract"), is
entered into by and between the state of Washington (the "State"), acting by and through the
State Treasurer (the "State Treasurer"), and the Local Agency (as defined on the cover hereto), a
municipal corporation of the State (the "Local Agency").
RECITALS
The Parties are entering into this Local Agency Financing Contract based upon the
following facts and expectations:
1. Chapter 39.94 RCW (the "Act") authorizes the State to enter into financing contracts
for itself, including for state agencies, departments or instrumentalities, the state board for
community and technical colleges, and any state institution of higher education (defined in
Appendix 1 as "State Agencies"), for the use and purchase of real and personal property by the
State; and
2. the Act also authorizes the State to enter into financing contracts on behalf of certain
"other agencies" (defined in Appendix 1 as "Local Agencies"), including the Local Agency, for
the use and acquisition for public purposes of real and personal property by such Local
Agencies; and
3. the Act authorizes the State Finance Committee to consolidate existing or potential
financing contracts into master financing contracts with respect to property acquired by one or
more State Agencies or Local Agencies (together, "Agencies"); and
•
4. Chapter 43.33 RCW provides that the State Treasurer shall act as chair of the State
Finance Committee and provide administrative assistance for the State Finance Committee, and
the State Treasurer on behalf of the State Finance Committee has established a consolidated
program for the execution and delivery of certificates of participation in master financing
contracts in series from time to time in order to provide financing or refinancing for the costs of
acquisition of such real and personal property by Agencies; and
5. the State Finance Committee has approved the form of this Local Agency Financing
Contract by Resolution No. 1190 adopted on October 31, 2016; and
6. simultaneously with the execution and delivery of this Local Agency Financing
Contract, the State is entering into a Master Financing Contract, dated as of the Dated Date (the
"Master Financing Contract") with the Washington Finance Officers Association (the
"Corporation"), a Washington nonprofit corporation, to provide financing for the costs of
acquisition of certain items of personal property by certain State Agencies and Local Agencies,
including the Local Agency, under the terms set forth therein; and
7. the Local Agency has determined that it is necessary and desirable to enter into this
Local Agency Financing Contract, in conjunction with the State's entry into the Master
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Financing Contract, to obtain financing or refinancing for the costs of acquisition of certain items
of personal property described in Exhibit B (the"Property"),by the Local Agency;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein and for other valuable consideration, the Parties hereto mutually agree as follows:
ARTICLE I
DEFINITIONS; CONSTRUCTION; MISCELLANEOUS PROVISIONS; SUPPLEMENTS
Section 1.1 Definitions, Construction, Miscellaneous Provisions, Supplements.
Appendix 1 is incorporated as part of this Local Agency Financing Contract by this reference.
Appendix 1 provides (i) definitions for the capitalized terms used and not otherwise defined in
this Local Agency Financing Contract; (ii) certain rules for interpreting this Local Agency
Financing Contract; (iii) miscellaneous technical provisions that apply to this Local Agency
Financing Contract; and (iv) rules on how this Local Agency Financing Contract may be
amended or supplemented.
Section 1.2 Notice of Intent, Personal Property Certificate and Certificate Designating
Authorized Local Agency Representative. Exhibits A, B, C and D to this Local Agency
Financing Contract arc incorporated as part of this Local Agency Financing Contract by this
reference. The Local Agency has delivered a Notice of Intent to the State Treasurer in the form
of Exhibit A. In order to evidence its acceptance of the Property financed and acquired pursuant
hereto, the Local Agency has executed and delivered, or will execute and deliver within 60 days
from the Dated Date to the State Treasurer, a Personal Property Certificate in the form of
Exhibit B. The Local Agency has delivered a Certificate Designating Authorized Agency
Representatives to the State Treasurer in the form of Exhibit C. That Certificate is currently in
force and has not been amended, withdrawn or superseded, and the signatures shown thereon are
true and correct originals of the signatures of the persons who hold the titles shown opposite their
names. The signature of any one of the individuals shown on that Certificate is sufficient to bind
the Local Agency under this Local Agency Financing Contract with respect to any of the
undertakings contemplated herein.
Section 1.3 Performance by Representatives. Any authority granted or duty imposed
upon the State hereunder may be undertaken and performed by the State Treasurer or the
Treasurer Representative. Any authority or duty imposed upon the Local Agency hereunder may
be undertaken and performed by the Authorized Agency Representative.
Section 1.4 Installment Sale and Purchase of Property. The State agrees to sell to the
Local Agency, and the Local Agency agrees to purchase from the State, all of the State's right,
title and interest in and to the Property and all proceeds and profits from the Property, subject to
the security interest granted pursuant to Section 2.4.
Section 1.5 Agency Installment Payments. In consideration of the sale of the Property
and the covenants and agreements of the State in this Local Agency Financing Contract, the
Local Agency promises to pay to the State the following amounts at the following times: (a)On
each Agency Installment Payment Date, the Agency Installment Payment set forth in Exhibit D,
consisting of an Agency Principal Component and/or an Agency Interest Component as set forth
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in Exhibit D; and (b)all Additional Costs incurred by the State in connection with the sale of the
Property to the Local Agency, the execution and delivery of the Certificates, and the observance
and performance of the Series Agreements, within 30 days following receipt of an invoice from
the State that includes (i)a brief description of each Additional Cost, (ii)the party to whom
payment is due, (iii)the amount thereof, and (iv) such additional information as the Local
Agency may reasonably request.
Section 1.6 Term. The term of this Local Agency Financing Contract shall commence
on the Dated Date and shall terminate on the date on which all amounts due hereunder shall have
been paid or the payment thereof duly provided for pursuant to Section 4.3 hereof.
ARTICLE II
SALE AND PURCHASE OF PROPERTY
Section 2.1 Local Agency Financing Contract Consolidated with Master Financing
Contract. The Local Agency acknowledges that the State Treasurer, acting on behalf of the State
Finance Committee, has consolidated this Local Agency Financing Contract with the Master
Financing Contract pursuant to RCW 39.94.030(l)(a).
Section 2.2 Appointment as Agent; Acquisition of Property; Revision and Substitution
of Property.
(a) Appointment as Agent. The Local Agency accepts its appointment in the Master
Financing Contract as agent of the Corporation in connection with the acquisition of the
Property, and acknowledges that such appointment is irrevocable and shall not be terminated by
any act of the Local Agency, the State Treasurer or otherwise.
(b) Acquisition of Property. The Local Agency agrees that (i) it has caused or will
cause the Property to be acquired, as agent for the Corporation, with all reasonable dispatch;
(ii)it will negotiate or call for bids for the purchase of the Property in accordance with the
requirements and limitations, if any, imposed by State or local law with respect to the purchase
of such Property by such Local Agency; (iii) it will make, execute, acknowledge and deliver any
contracts, agreements, orders, receipts, documents, writings or instructions with or to any Person
and do all other things that may be necessary or desirable to acquire the Property; and (iv)it will
pay or cause to be paid the Costs of Acquisition of the Property from funds available to it
pursuant to this Local Agency Financing Contract and the Master Financing Contract. The Local
Agency shall file requisitions with the State Treasurer for the Acquisition Costs of the Property
or reimbursement therefor in such form as the State Treasurer shall reasonably require. Neither
the Corporation nor the State shall have any responsibility, liability or obligation with respect to
the selection or procurement of any of the Property.
(c) Revision and Substitution of Property. The Local Agency, with the prior written
consent of the State Treasurer, may revise any item of Property to be financed or refinanced and
acquired pursuant hereto, or the description thereof;provided, that(i) such item of Property as so
revised shall satisfy the requirements under this Local Agency Financing Contract and the
Master Financing Contract with respect to the substitution of Property previously acquired;
(ii)the Costs of Acquisition of such item of Property shall not be materially reduced thereby; and
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(iii) any such revision shall not relieve the Local Agency of its obligation to acquire the Property
in accordance herewith and with the Master Financing Contract.
After acquisition of an item of Property, the Local Agency, with the prior written consent
of the State Treasurer as agent for the Corporation, may substitute for an item of Property
acquired pursuant to this Local Agency Financing Contract other personal property by filing with
the State Treasurer a certificate of the Local Agency stating that such substitute Property(i)has a
remaining useful life equal to or greater than the Property for which it is being substituted;
(ii)has a fair market value equal to or greater than the fair market value of the item of Property
for which it is being substituted; (iii)is free and clear of all liens and encumbrances except a first
priority security interest in favor of the Corporation under the Master Financing Contract; (iv)is
essential to the Local Agency's ability to carry out its governmental functions and
responsibilities; and (v) is expected to be used by such Local Agency for the term of this Local
Agency Financing Contract. The State Treasurer's consent to any such substitution as agent for
the Corporation will be conditioned upon receipt by the State Treasurer of an Opinion of Counsel
to the effect that such substitution will not cause interest evidenced and represented by the
Certificates to be includable in gross income for federal income tax purposes under the Code.
The State Treasurer also may require the Local Agency to reimburse the State Treasurer for all
costs incurred, if any, to obtain such Opinion of Counsel.
(d) Payment for Properly if Acquisition Fund Not Sufficient. If money in the
Acquisition Fund allocable to the Local Agency is not sufficient to pay the Acquisition Costs of
the Property in full, the Local Agency shall cause the Acquisition Costs of such Property in
excess of the allocable amount in the Acquisition Fund to be paid from other money of such
Local Agency. Neither the Corporation nor the State Treasurer as agent for the Corporation for
the disbursement of funds from the Acquisition Fund makes any representation or warranty,
either express or implied, that the money which will be deposited into the Acquisition Fund
allocable to the Local Agency will be sufficient to pay the Acquisition Costs of the Property.
Neither the Corporation nor the State Treasurer as agent for the Corporation for the disbursement
of funds from the Acquisition Fund shall have any obligation or liability for the payment of the
Acquisition Costs of the Property other than from the proceeds of the Certificates and any other
amounts that may be provided by the Local Agency. If the Local Agency shall pay or cause the
payment of any Acquisition Costs in excess of the allocable amounts in the Acquisition Fund
available for such purpose from other funds, the Local Agency shall not be entitled to any
reimbursement from the Corporation or the State Treasurer as agent for the Corporation for the
disbursement of funds from the Acquisition Fund for such payments, nor shall the Local Agency
be entitled to any diminution, reduction, abatement, postponement, counterclaim, defense or set-
off of the Agency Installment Payments,Additional Costs or other amounts otherwise required to
be paid hereunder.
Section 2.3 Title to the Property. All right, title and interest in and to the Property
shall transfer to and be vested in the Local Agency from the State without any further action by
the Local Agency or the State immediately upon the acquisition thereof by the Local Agency as
agent for the Corporation or reimbursement to the Local Agency for the Acquisition Costs
thereof; provided, that the State and the Local Agency shall take such action and execute such
documents (including without limitation bills of sale and other title documents) as may be
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deemed necessary or desirable by the State or the Local Agency to evidence and confirm such
transfer of title pursuant to this Local Agency Financing Contract.
The State assigns to the Local Agency during the term hereof, for so long as no Agency
Event of Default, Event of Default or other event permitting termination of this Local Agency
Financing Contract has occurred and is continuing hereunder, all representations, warranties and
guaranties, if any, express or implied, with respect to the Property from the manufacturers,
suppliers and vendors thereof, subject, however,to a reservation by the State and the Corporation
of a right to independently enforce such warranties and guaranties.
Title to any and all additions, modifications, improvements, repairs or replacements to
the Property shall be vested in the Local Agency, subject to the security interest of the
Corporation until payment of all amounts due and owing with respect to such Property under this
Local Agency Financing Contract.
Any Property constituting a motor vehicle subject to registration with the State
Department of Licensing shall be registered with the Local Agency as the registered and legal
owner thereof.
Section 2.4 Security Interests.
(a) State Security Interest. In order to secure the payment and performance by the
State of its obligations under the Master Financing Contract, the State has granted to the
Corporation a lien on and security interest in all right, title and interest of the State, whether now
owned or hereafter acquired, in and to the Property and this Local Agency Financing Contract,
including without limitation the Agency Installment Payments and all proceeds thereof. The
Local Agency agrees to such grant and that its right, title and interest in and to the Property is
subject to such first priority lien and security interest.
(b) Local Agency Security Interest. In order to secure the payment and performance
by the Local Agency of its obligations under this Local Agency Financing Contract, the Local
Agency grants to the Corporation a lien on and security interest in all right, title and interest of
the Local Agency, whether now owned or hereafter acquired, in and to the Property.
Accordingly, this Local Agency Financing Contract constitutes a security agreement. The Local
Agency acknowledges and agrees that each provision of this Local Agency Financing Contract is
also a provision of the security agreement.
If required by the Corporation, the Local Agency will execute and deliver to the Trustee
such security agreements, financing statements and/or other instruments covering the Property
and all accessions thereto.
Section 2.5 Disclaimer of Warranties. The Local Agency acknowledges and agrees
that the Property is of a nature, size, design and capacity selected by the Local Agency pursuant
to its own specifications, and not by the State or the Corporation, and that neither the State nor
the Corporation is a manufacturer, supplier or a vendor of such Property.
The Corporation makes no warranty or representation, either express or implied, and
assumes no responsibility, liability or obligation, as to the value, design, condition,
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merchantability or fitness for a particular purpose or fitness for use of the Property, or as to the
title thereto, or for the enforcement of the manufacturers', suppliers' or vendors' representations
or warranties or guaranties, or any other representation or warranty with respect to the Property.
In no event shall the Corporation be liable or responsible for any incidental, indirect, special or
consequential damages in connection with or arising out of this Local Agency Financing
Contract or the use by the Local Agency of the Property.
ARTICLE III
AGENCY INSTALLMENT PAYMENTS; CONDITIONAL PAYMENT BY STATE;
FULL FAITH AND CREDIT OBLIGATION
Section 3.1 Agency Installment Payments. Each Agency Installment Payment shall
consist of an Agency Principal Component and/or an Agency Interest Component as set forth in
Exhibit D to this Local Agency Financing Contract. Interest shall accrue and be calculated as
determined by the State Treasurer, which determination shall be binding and conclusive against
the Local Agency absent manifest error. Each Agency Installment Payment shall be paid to or
upon the order of the State Treasurer by electronic funds transfer (or by other means acceptable
to the State Treasurer) in lawful money of the United States of America at such place as the State
Treasurer shall direct in writing not less than 10 Business Days prior to the Agency Installment
Payment Date. Payments of Additional Costs shall be made to or upon the order of the State
Treasurer. Each Agency Installment Payment shall be applied first to the Agency Interest
Component, and then to the Agency Principal Component.
Section 3.2 Sources of Payment of Agency Installment Payments.
(a) Local Agency Financing Contract. The Local Agency acknowledges and agrees
that the State is acquiring the Property from the Corporation for and on behalf of the Local
Agency. Concurrently with the execution hereof, the State shall execute and deliver the Master
Financing Contract pursuant to which the State agrees to make Installment Payments for the
acquisition of the Property for and on behalf of the Local Agency, at such times and in such
amounts as provided therein, which will be sufficient in the aggregate to pay the Purchase Price
of the Property to be acquired by the State for and on behalf of the Local Agency, and interest
thereon. The Local Agency pledges its full faith and credit to make the Agency Installment
Payments that are required to be paid under this Local Agency Financing Contract.
Installment Payments allocable to the Purchase Price of the Local Agency Property and
interest thereon shall be payable by the State solely from Agency Installment Payments to be
made by the respective Local Agencies, including the Local Agency, except as otherwise
provided in Sections 3.2(c) and 3.2(d) of the Master Financing Contract and Sections 3.2(b) and
3.2(c) of this Local Agency Financing Contract.
(b) Intercept of Local Agency Share of State Revenues. In the event that the Local
Agency fails to make any payment due under this Local Agency Financing Contract, pursuant to
RCW 39.94.030(1), the State Treasurer shall withhold an amount sufficient to make such
payment from the Local Agency's share of State revenues or other amounts authorized or
required by law to be distributed by the State to the Local Agency; but (i) only if the use of any
such revenues or amounts to make such payments is otherwise authorized or permitted by State
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law, and (ii) only to the extent the Local Agency is otherwise entitled to receive such share of
State revenues or other amounts. Such withholding shall continue until all such delinquent
payments have been made. Amounts withheld by the State Treasurer pursuant to this Section
3.2(b) shall be applied to make any such payment due under this Local Agency Financing
Contract on behalf of the Local Agency, or to reimburse the State for any such payment made
pursuant to Section 3.2(c). The Local Agency authorizes, approves and consents to any such
withholding.
(c) Conditional Payment of Local Agency Installment Payments. Upon the failure of
the Local Agency to make any Agency Installment Payment at such time and in such amount as
required pursuant to this Local Agency Financing Contract, the State shall, to the extent of
legally available appropriated funds and subject to any Executive Order reduction, make such
payment into the Agency Installment Payment Fund (established under the Master Financing
Contract) on behalf of such Local Agency within 15 Business Days after such Agency
Installment Payment Date. The Local Agency shall reimburse the State for such payments made
on its behalf immediately thereafter and in any case not later than 10 Business Days after such
Agency Installment Payment Date, together with interest thereon at a rate equal to the State
Reimbursement Rate. Anything herein to the contrary notwithstanding, failure of the Local
Agency to reimburse the State for any such payment shall not constitute an Agency Event of
Default, but the State may institute such legal action and pursue such other remedies against the
Local Agency as the State deems necessary or desirable, including, but not limited to, actions for
specific performance, injunction and/or the recovery of damages.
(d) Payments by Local Agency Treasurer. The treasurer of the Local Agency shall
establish and/or maintain a special fund in the "bonds payable" category of accounts of the Local
Agency for the purposes of paying the Local Agency's Agency Installment Payments and
Additional Costs. The treasurer of the Local Agency shall remit each Agency Installment
Payment to the State on each Agency Installment Payment Date and any Additional Costs when
due hereunder from any legally available funds of the Local Agency.
Section 3.3 No Set-Off. The obligation of the Local Agency to make Agency
Installment Payments from the sources set forth herein and to perform its other obligations
hereunder shall be absolute and unconditional. The Local Agency shall make Agency
Installment Payments as and when the same shall become due without diminution, reduction,
postponement, abatement, counterclaim, defense or set-off as a result of any dispute, claim or
right of action by, against or among the State, the Corporation, the Trustee, any Agency, and/or
any other Person, or for any other reason; provided, that nothing in this Section 3.3 shall be
construed to release or excuse the State from the observance or performance of its obligations
hereunder.
Section 3.4 Assignments by the Corporation. The Local Agency acknowledges and
agrees that, concurrently with the execution and delivery of this Local Agency Financing
Contract, the Corporation will unconditionally assign to the Trustee pursuant to the Master
Assignment, without recourse, (i) all of its rights to receive the Installment Payments under the
Master Financing Contract, (ii) all of its remaining right, title and interest in, to and under the
Master Financing Contract and this Local Agency Financing Contract, and in and to the Property
(including any security interest therein), in consideration for the payment by the Trustee to the
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State Treasurer, as agent of the Corporation, of the proceeds of the sale of the Certificates. The
State and the Corporation have acknowledged and agreed that such assignment by the
Corporation is intended to be a true sale of the Corporation's right, title and interest, and that
upon such assignment the Corporation shall cease to have any rights or obligations under the
Master Financing Contract or with respect to the Property, and the Trustee shall thereafter have
all the rights and obligations of the Corporation under the Master Financing Contract as if the
Trustee had been the original party thereto. Except where the context otherwise requires, every
reference in the Master Financing Contract and this Local Agency Financing Contract to the
Corporation shall be deemed to be a reference to the Trustee in its capacity as assignee of the
Corporation.
ARTICLE IV
OPTIONAL PREPAYMENT OF AGENCY
INSTALLMENT PAYMENTS
Section 4.1 Optional Prepayment.
(a) The Local Agency may, at its option and upon approval of the State Treasurer,
prepay its Agency Installment Payments then unpaid, in whole or in part on any date, by causing
to be deposited with the State Treasurer money and/or Government Obligations in an amount
sufficient for the State to provide for the payment or defeasance of the portion of its Installment
Payments corresponding thereto in accordance with Section 4.1(a) or 4.1(b), respectively, of the
Master Financing Contract, and to pay any Additional Costs in connection therewith.
(b) The Local Agency shall provide the State Treasurer with not less than 60 days'
prior written notice of its intention to prepay any of its Agency Installment Payments, which
notice shall specify the date of the date of such prepayment, and the amount and the Agency
Installment Payment Dates of the Agency Installment Payments to be prepaid. The State
Treasurer shall notify the Local Agency within 15 Business Days after receipt of such notice
from the Local Agency as to the amount required to be paid in connection with such prepayment
or provision for payment of the corresponding Installment Payments, including any Additional
Costs in connection therewith. The determination by the State Treasurer of the amount to be
paid by the Local Agency shall be binding and conclusive against such Local Agency, absent
manifest error.
Section 4.2 Revision of Agency Installment Payments upon Optional Prepayment.
The Agency Principal Component and Agency Interest Component of the Agency Installment
Payment due on each Agency Installment Payment Date on and after the date of any prepayment
pursuant to Section 4.1, as set forth in Exhibit D, shall be reduced by the State Treasurer to
reflect such prepayment, in such amounts and on such Agency Installment Payment Dates as the
Local Agency shall elect in its written notice to the State Treasurer,pursuant to Section 4.1(b).
Section 4.3 Discharge of Local Agency Financing Contract. All right, title and
interest of the State and all obligations of the Local Agency under this Local Agency Financing
Contract shall terminate and be completely discharged and satisfied (except for the right of the
State and the Corporation and the obligation of the Local Agency to have the money and
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Government Obligations set aside applied pursuant to Section 4.3(b) to make the remaining
Agency Installment Payments)when either:
(a) all Agency Installment Payments and all Additional Costs and other amounts due
hereunder have been paid in accordance herewith; or
(b) (i)the Local Agency shall have delivered a written notice to the State Treasurer of
its intention to prepay all of the Agency Installment Payments remaining unpaid; (ii)the Local
Agency shall have caused to be deposited with the State Treasurer (A)money and/or
Government Obligations in accordance with Section 4.1; and (B) an Opinion of Counsel to the
effect that such actions are permitted under this Local Agency Financing Contract, the Master
Financing Contract and the Trust Agreement and will not cause interest evidenced and
represented by the Certificates to be includable in gross income for federal income tax purposes
under the Code; and (iii)for so long as any Agency Installment Payments remain unpaid,
provision shall have been made satisfactory to the Corporation for payment of all Additional
Costs.
ARTICLE V
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
Section 5.1 Representations and Warranties of the Local Agency. The Local Agency
represents and warrants as follows:
(a) The Local Agency is an "other agency" within the meaning of the Act, duly
organized and validly existing under the Constitution and laws of the State.
(b) The Local Agency is authorized under the laws of the State and its charter or
other constituent document, if any, to enter into and perform its obligations under this Local
Agency Financing Contract.
(c) Neither the execution and delivery by the Local Agency of this Local Agency
Financing Contract, nor the observance and performance of its terms and conditions, nor the
consummation of the transactions contemplated by it, conflicts with or constitutes a breach of or
default under any agreement or instrument to which the Local Agency is a party or by which the
Local Agency or its property is bound, or results in the creation or imposition of any lien, charge
or encumbrance whatsoever upon the Property, except as expressly provided in this Local
Agency Financing Contract and the Master Financing Contract.
(d) The Local Agency has duly authorized, executed and delivered this Local Agency
Financing Contract.
(e) This Local Agency Financing Contract constitutes valid and binding general
obligation indebtedness of the Local Agency, enforceable against it in accordance with its terms,
except as such enforceability may be affected by bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights generally, to the application
of equitable principles, and to the exercise of judicial discretion in appropriate cases.
-9-
(f) The Property to be financed and acquired pursuant to this Local Agency
Financing Contract is essential to the Local Agency's ability to carry out its governmental
functions and responsibilities, and the Local Agency expects to make immediate and continuing
use of the Property during the term of this Local Agency Financing Contract.
(g) The useful life of the Property is equal to or exceeds the term of this Local
Agency Financing Contract.
(h) The obligations of the Local Agency under this Local Agency Financing Contract,
together with all other outstanding indebtedness of the Local Agency, do not exceed any
statutory or constitutional debt limit applicable to the Local Agency.
(i) The Local Agency makes no representation or warranty regarding the perfection
of any security interest in the Property, the Master Financing Contract or this Local Agency
Financing Contract for the benefit of the Corporation.
Section 5.2 Covenants and Agreements of the Local Agency. The Local Agency
covenants and agrees as follows:
(a) Preservation of Existence. The Local Agency will do or cause to be done all
things necessary to preserve its existence as an"other agency"within the meaning of the Act.
(b) Budget. The Local Agency shall take such action as may be necessary to include
all the Agency Installment Payments and Additional Costs due hereunder in its annual budget
and to make the necessary annual appropriations for all such Agency Installment Payments and
Additional Costs.
(c) Levy of Taxes. If and to the extent authorized by law, the Local Agency
covenants that it will levy taxes in such amounts and at such times as shall be necessary, within
and as a part of the tax levy, if any,permitted to be made by the Local Agency without a vote of
its electors, to provide funds, together with other legally available money, sufficient to make the
Agency Installment Payments and the other payments required under this Local Agency
Financing Contract.
(d) Notice of Nonpayment. The Local Agency shall give written notice to the State
Treasurer and the Corporation prior to any Agency Installment Payment Date if the Local
Agency knows prior to such date that it will be unable to make all or any portion of the Agency
Installment Payment due on such date.
(e) Tax Exemption. The Local Agency shall not make any use of the proceeds of this
Local Agency Financing Contract or the Certificates or of any other amounts, regardless of the
source, or of any property, and shall not take or refrain from taking any action, that would cause
the Master Financing Contract or the Certificates to be "arbitrage bonds" within the meaning of
Section 148 of the Code. The Local Agency shall not use or permit the use of the Property or
any part thereof by any Person other than a "governmental unit" as that term is defined in
Section 141 of the Code, in such manner or to such extent as would result in the loss of the
exclusion from gross income for federal income tax purposes of the Interest Component of the
Installment Payments under Section 103 of the Code. The Local Agency shall not make any use
-10-
of the proceeds of this Local Agency Financing Contract or the Certificates or of any other
amounts, and shall not take or refrain from taking any action, that would cause the Master
Financing Contract or the Certificates to be "federally guaranteed" within the meaning of
Section 149(b) of the Code, or "private activity bonds" within the meaning of Section 141 of the
Code, or"hedge bonds" within the meaning of Section 149 of the Code. To that end, for so long
as any Agency Installment Payments remain unpaid, the Local Agency, with respect to such
proceeds and other amounts, will comply with all requirements under such Sections and all
applicable regulations of the United States Department of the Treasury promulgated thereunder.
The Local Agency will at all times do and perform all acts and things permitted by law which are
necessary or desirable in order to assure that the Interest Components of the Installment
Payments will not be included in gross income of the Owners of the Certificates for federal
income tax purposes under the Code, and will take no action that would result in such interest
being so included. The Local Agency shall comply with the applicable provisions of the Tax
Certificate.
(0 No Liens; Sale or Disposal; or Assignment. The Local Agency shall not create,
incur or assume any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to
the Property, except the rights of the Corporation as provided herein and in the Master Financing
Contract. The Local Agency shall promptly, at its own expense, take such action as may be
necessary to duly discharge any such mortgage, pledge, lien, charge, encumbrance or claim if the
same shall arise at any time. The Local Agency shall not grant, sell, transfer, assign, pledge,
convey or otherwise dispose of any of the Property or any interest therein during the term of this
Local Agency Financing Contract, and any such attempted grant, sale, transfer, assignment,
pledge, conveyance or disposal shall be void. The Local Agency may not grant, sell, assign,
transfer, convey, pledge, hypothecate or grant any security interest in any of its right, title or
interest in, to or under this Local Agency Financing Contract. Any attempted grant, sale,
assignment, conveyance, pledge, hypothecation or security interest shall be void.
(g) Performance. The Local Agency shall punctually pay the Agency Installment
Payments and any Additional Costs in conformity with the terms and provisions hereof, and will
faithfully observe and perform all the covenants, terms and other obligations contained herein
required to be observed and performed by the Local Agency. The Local Agency will not suffer
or permit any default to occur hereunder, or do or permit anything to be done, or omit or refrain
from doing anything, in any case where any such act done or permitted, or any such omission or
refraining from doing anything, would or might be grounds for termination of this Local Agency
Financing Contract. The Local Agency will not terminate this Local Agency Financing Contract
for any cause, including but not limited to any acts or circumstances that may constitute failure
of consideration, destruction of or damage to the Property, commercial frustration of purpose,
any change in the tax or other laws of the United States of America or of the State or any
political subdivision of the State, or any failure by the State or the Corporation to observe or
perform any covenant, agreement, term, condition or other obligation contained herein or in the
Master Financing Contract required to be observed and performed by it, whether express or
implied, or the bankruptcy, insolvency, liquidation or reorganization of the Corporation.
(h) Further Assurances. The Local Agency will preserve and protect the rights of the
State hereunder, and will warrant and defend such rights against all claims and demands of all
Persons. The Local Agency will promptly execute, make, deliver, file and record any and all
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further assurances, instruments and agreements, and do or cause to be done such other and
further things, as may be necessary or proper to carry out the intention or to facilitate the
performance hereof and for the better assuring and confirming to the State the rights and benefits
provided to it hereunder.
(i) Use of Property. During the term of this Local Agency Financing Contract, the
Local Agency will use the Property for the purposes of performing one or more of its essential
governmental functions or responsibilities. The Local Agency will not permit the Property to be
used or operated other than by authorized employees, agents and contractors of the Local
Agency.
(j) Financial Statements. The Local Agency shall prepare annual financial
statements and obtain audits thereof as required by law. Upon the Written Request of the State
Treasurer, the Local Agency shall provide the State Treasurer with a copy of its most recent
audited and unaudited financial statements.
(k) Use; Repairs. For so long as the Local Agency is in possession of the Property,
the Local Agency shall be solely responsible for the maintenance and repair, both ordinary and
extraordinary, of the Property. The Local Agency will (i)keep and maintain the Property in
good repair, working order and condition, and protect the same from deterioration other than
normal wear and tear; (ii) cause the Property to be used within its normal capacity, in the manner
contemplated by the manufacturer's specification, and in compliance with the requirements of
applicable laws, ordinances and regulations, the requirements of any warranties applicable
thereto, and the requirements of any insurance or self-insurance program required under
Section 5.2(p); (iii) cause the Property to be used and operated by or under the direction of
competent persons only, and obtain all registrations, permits and licenses, if any,required by law
for the operation of the Property; and (iv)will pay all costs, claims, damages, fees and charges
arising out of its possession, use or maintenance of the Property. The Local Agency, at its
expense, will furnish all parts, mechanisms and devices required to operate and maintain the
Property.
(1) Alterations. The Local Agency will not make any alterations, additions or
improvements to the Property without the prior written consent of the State Treasurer unless such
alterations, additions or improvements (i) maintain or increase the value of the Property; or
(ii) may be readily removed without damage to the Property. All such alterations, additions or
improvements shall be deemed to be a part of the Property and shall be subject to the terms and
provisions of this Local Agency Financing Contract.
(m) Location; Inspection. The Property will be located within the State. The
Corporation will be entitled to inspect the Property during regular business hours upon at least
one Business Day's prior notice. The Local Agency acknowledges, and consents and agrees to,
the right of the Corporation to so inspect the Property.
(n) Impositions and Charges. If during the term of this Local Agency Financing
Contract, any Imposition is imposed or incurred in connection with the sale and purchase of the
Property by the Corporation to the State, or by the State to the Local Agency, or the ownership,
operation, possession or use of the Property by the Corporation, the State or the Local Agency,
-12-
or the payment of the Agency Installment Payments by the Local Agency, or the payment of the
Installment Payments payable therefrom by the State, or any fines, penalties or interest imposed
on or with respect to any of the foregoing, the Local Agency shall pay all such Impositions and
charges when due. The Local Agency at its own expense may contest any such Impositions and
charges until it obtains a final administrative or judicial determination with respect thereto,
unless the Property is encumbered by any levy, lien or any other type of encumbrance because of
the Local Agency's failure to pay such Impositions or charges. If the State or the Corporation
pays any such Impositions or charges for which the Local Agency is responsible or liable
hereunder, the Local Agency shall reimburse the State or the Corporation, as applicable, therefor
as Additional Costs hereunder. The Local Agency shall hold harmless the State and the
Corporation from and against all such Impositions and charges during the term of this Local
Agency Financing Contract.
(o) Risk of Loss; Damage; Destruction; Condemnation. The Local Agency assumes
all risk of loss of or damage to the Property from any cause whatsoever, and the obligation of the
Local Agency to pay the Agency Installment Payments or to perform any other obligation under
this Local Agency Financing Contract shall in no way be released, discharged or otherwise
affected for any reason, including without limitation (i) any defect in the condition, quality or
fitness for use of, or title to, any portion of the Property, or (ii) any damage to, or abandonment,
destruction, requisition, condemnation or taking of any portion of the Property. In the event of
damage to any item of the Property, the Local Agency will immediately place the same in good
repair, working order and condition as required by Section 5.2(k) hereof If the Local Agency
determines that any item of Property is lost, stolen, destroyed or damaged beyond repair, the
Local Agency will prepay all of its obligations for Agency Installment Payments and terminate
its obligations hereunder in accordance with Section 4.3(b) hereof.
(p) Insurance.
(i) The Local Agency shall maintain, or cause to be maintained, in full force
and effect, comprehensive general liability insurance with respect to the Property in such
amounts as may be reasonably determined by the Local Agency from time to time but in
any event not less than $1,000,000 per occurrence, or such greater amount as the State
Treasurer may reasonably require from time to time. Such insurance may be carried
under a blanket policy with umbrella coverage. Such insurance shall cover any and all
liability of the Local Agency and its officials, officers, employees and volunteers. Such
insurance shall include (A) coverage for any accident resulting in personal injury to or
death of any person and consequential damages arising therefrom; and
(B) comprehensive property damage insurance.
(ii) The Local Agency shall maintain or cause to be maintained in full force
and effect fire and extended coverage insurance with respect to the Property in such
amounts and covering such risks as the Local Agency may reasonably determine from
time to time but in any event not less than the aggregate amount of the Agency Principal
Components of Agency Installment Payments due hereunder which remain unpaid. Such
insurance may be carried under a policy or policies covering other property of the Local
Agency. In the alternative, the Local Agency may assume financial responsibility for any
physical damage to and/or loss of the Property; provided, however, that if the Local
-13-
Agency elects this option, the Local Agency hereby covenants and agrees that it will
promptly repair or replace the Property promptly upon any loss or damage thereto.
(iii) The insurance required under paragraphs(i) and (ii) above: (A)shall be
provided by a financially responsible insurance company authorized to do business in the
State; (B) shall name the State and the Trustee as additional insureds thereunder; (C) shall
provide that the same may not be canceled or given notice of non-renewal, nor shall the
terms of conditions thereof be altered, amended or modified, without at least 45 days'
prior written notice being given by the insurer to the State Treasurer; and (D)may be
provided in whole or in part through a funded program of self-insurance reviewed at least
annually by an insurance actuary.
(iv) A certificate of insurance with respect to the required coverages shall be
provided by the Local Agency to the State Treasurer annually on or prior to December 1
with respect to any required insurance maintained pursuant hereto.
(v) The Local Agency will pay or cause to be paid when due the premiums for
all insurance policies required by this Section 5.2(p).
ARTICLE VI
EVENTS OF DEFAULT; REMEDIES
Section 6.1 Agency Event of Default. Each of the following shall constitute an
"Agency Event of Default"hereunder:
(a) Failure by the Local Agency to pay or cause to be paid any Agency Installment
Payment required to be paid hereunder within 10 Business Days of the respective Agency
Installment Payment Date;
(b) Failure by the Local Agency to observe or perform any covenant, agreement,term
or condition on its part to be observed or performed hereunder, other than as set forth in
paragraph(a) above, for a period of 30 days after written notice from the State Treasurer or the
Trustee to the Local Agency specifying such failure and requesting that it be remedied;provided,
however, that such period shall be extended for not more than 60 days if such failure cannot be
corrected within such period, and the corrective action is commenced by the Local Agency
within such period and diligently pursued until the failure is corrected;
(c) If any statement, representation, or warranty made by the Local Agency in this
Local Agency Financing Contract or in any writing delivered by the Local Agency pursuant
hereto or in connection herewith is false, misleading,or erroneous in any material respect; and
(d) Inability of the Local Agency to generally pay its debts as such debts become due,
or admission by the Local Agency in writing of its inability to pay its debts generally or the
making by the Local Agency of a general assignment for the benefit of creditors, or the
institution of any proceeding by or against the Local Agency seeking to adjudicate it as bankrupt
or insolvent, or seeking liquidation, winding-up, reorganization, reimbursement, adjustment,
protection, relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or for
-14-
appointment of a receiver, trustee, or other similar officer of it or any substantial part of its
property, or the taking of any action by the Local Agency to authorize any of the actions set forth
above in this Section 6.1(d).
Notwithstanding the foregoing provisions of this Section 6.1, if by reason of force
majeure the Local Agency is unable in whole or in part to carry out the covenants, agreements,
terms and conditions on its part contained in this Local Agency Financing Contract, the Local
Agency shall not be deemed in default during the continuance of such inability. The term"force
majeure" means the following: acts of God; strikes; lockouts or other industrial disturbances or
disputes; acts of public enemies; orders or restraints of any kind of the government of the United
States of America or any of its departments, agencies or officials, or of its civil or military
authorities; orders or restraints of the State or of any of its departments, agencies or officials or
civil or military authorities of the State; wars, rebellions, insurrections; riots; civil disorders;
blockade or embargo; landslides; earthquakes; fires; storms; droughts; floods; explosions; or any
other cause or event not within the control of the Local Agency.
The State, with the prior written consent of the Corporation, may, at its election, waive
any default or Agency Event of Default and its consequences hereunder and annul any notice
thereof by written notice to the Local Agency to such effect, and thereupon the respective rights
of the Parties hereunder shall be as they would have been if such default or Agency Event of
Default had not occurred.
Section 6.2 Rights of State Upon Agency Event of Default. Whenever an Agency
Event of Default hereunder shall have occurred and be continuing, the State shall have the
following rights and may exercise any one or more of the following remedies:
(a) By written notice to the Local Agency, require that the Local Agency promptly
return possession and use of the Property to the State at any location specified in the United
States (at the cost and expense of the Local Agency) in good repair, working order and condition,
ordinary wear and tear excepted;
(b) Take whatever action at law or in equity may appear necessary or desirable to
collect the Agency Installment Payments then due and thereafter becoming due, or to enforce the
observance or performance of any covenant, agreement or obligation of the Local Agency under
this Local Agency Financing Contract;
(c) Exercise any other rights or remedies it may have hereunder or under applicable
law; and
(d) Decline to execute any future financing contract on behalf of the Local Agency
under the Act.
Section 6.3 No Remedy Exclusive; Non-Waiver. No remedy conferred upon or
reserved to the State hereunder or under applicable law is intended to or shall be exclusive, and
every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Local Agency Financing Contract or now or hereafter existing at law or in equity. No
delay or omission to exercise any right or remedy accruing upon a default or an Agency Event of
Default hereunder shall impair any such right or remedy or shall be construed to be a waiver of
-15-
such default or Agency Event of Default, but any such right or remedy may be exercised from
time to time and as often as may be deemed necessary or expedient. In order to exercise any
remedy reserved to the State hereunder, it shall not be necessary to give any notice, other than
such notice as may be required hereunder. A waiver by the State of any default or Agency Event
of Default hereunder shall not constitute a waiver of any subsequent default or Agency Event of
Default hereunder, and shall not affect or impair the rights or remedies of the State in connection
with any such subsequent default or Agency Event of Default.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Indemnification of State and the Corporation. To the extent permitted by
law, the Local Agency hereby releases the State and the Corporation from, agrees that the State
and the Corporation shall not be liable for, and agrees to indemnify and hold the State and the
Corporation and their respective directors, officers, officials, employees, and agents harmless
from,any liability for any loss or damage to property or any injury to or death of any person that
[Remainder of page intentionally left blank]
-16-
may be occasioned by any cause whatsoever arising out of the ownership or operation of the
Property or the acquisition, financing or refinancing thereof. The Local Agency agrees to
indemnify and hold the State and the Corporation and their respective directors,officers,officials,
employees, and agents harmless from any losses, costs, charges, expenses (including reasonable
attorneys' fees),judgments and liabilities incurred by it or them,as the case may be,in connection
with any action, suit or proceeding instituted or threatened in connection with the transactions
contemplated by this Local.Agency Financing Contract or the exercise of rights or the performance
of duties of the State or the Corporation under this Local Agency Financing Contract, the Master
Financing Contract or the other Series#1#Agreements to which each of them is a Party,except to
the extent caused by the gross negligence or willful misconduct of such indemnified party. The
indemnification provided in this Section 7.1 shall survive the final payment of the Agency
Installment Payments and the termination of this Local Agency Financing Contract for any reason.
Section 7.2 Third Party Beneficiaries. The Corporation and the Trustee,as assignee of
the Corporation,shall be third party beneficiaries of this Local Agency Financing Contract.
Section 7.3 Notices to Agency. The notice address for the Local Agency shall be as set
forth in the Notice of Intent.
STATE: STATE OF WASHINGTON OFFICE OF THE
STATE TREASURER
B � �
Y
Treasurer e esentative
LOCAL AGENCY: CITY OF YAKIMA
By
Au oriz gency Representative
CITY CONTRACT No.a 1 _5 7
4414424UT4AN NO:26 17-O 1(t
Urcl'nav'c C.
EXHIBIT A
NOTICE OF INTENT
[attached]
Notice of Intent
State of Washington LOCAL PROGRAM
Local Agency Information
Legal Name: City of Yakima
County: Yakima MCAG No.: 0857 _.. -
Address: 129 N 2"d St, Yakima, WA Zip: 98901
Contact Person: Tara Lewis Title: interim Director of Finance and Budget
Phone: 509-576-6639 Fax: 509-576-6364
E-mail: tara.lewis@yakimawa.gov
Property (Real Estate or Equipment)
Property description(include quantity, if applicable): Energy project to replace current street lighting with
efficient new LED technology under contract with Washington State Department of Enterprise Services (DES).
Purpose of property (Please be specific and include dept. of use): The new LED lighting is estimated to achieve
energy savings of approximately$200,000 per year according to an audit by DES consultant Ameresco.
Total cost: $ 2,886,118 Maximum amount to finance: $ 2,400,000'P
Finance term 4-2-years Useful life: 12 to 15 years Desired financing date: Summer 2017
t° 1 0
If real estate. the Real Estate Worksheet: ❑ Is attached ❑ Will be provided by(date): June 1,2017
If equipment, select how the property purchase price will be paid:
X Reimbursement to Local Agency. Include a copy of the Local Agency's Reimbursement Resolution. To comply
with IRS reimbursement requirements, expenditures made more than 60 dens prior to the date of the
Reimbursement Resolution cannot be reimbursed.
❑ Direct payment to vendor. Confirm the vendor is registered in the Statewide Vendor System at
ham://des•.wa.grav/services/Corrlrvetineurehasing/Business/Vendort'atj/Pcrges/d f7ult.a.px or call
360.407.8180.
Security Pledge
❑Voted general obligation of local government X Non-voted general obligation of local government
Other Information
If arty of the following apply, please provide a complete discussion on a separate page:
❑ Yes X No Is the local agency a party to significant litigation?
X Yes ❑No Has the agency received a bond rating in the last two years? If yes, bond rating(s): A+
(attach rating agency letter)
The Local Agency reasonably expects to be reimbursed for original expenditures made to acquire the personal/real property from sale
proceeds of certificates of participation in a Personal/Real Property Financing Lease with the State Treasurer in the maximum amount
expected to he financed as identified above.The Local Agency reasonably expects that the personal/real property will be used for its
governmental purpose and not by any nor wvcrnrncotnl person for private business use.
Date: V
Signature: / � Q�
Printed Name: Tara Lewis Title: Interim Director of Finance and Budget
EXHIBIT B
PERSONAL PROPERTY CERTIFICATE
[attached]
EXHIBIT C
CERTIFICATE DESIGNATING AUTHORIZED AGENCY REPRESENTATIVES
[attached]
Certificate Designating Authorized Agency Representatives
1, Sonya Claar-Tee,City Clerk of the City of Yakima(the"Local Agency"), hereby certify that,as of the date hereof,
pursuant to Ordinance No. 2017 - Oil,, the following individuals are each an "Authorized Agency Representative," as
indicated by the title appended to each signature, that the following individuals are duly authorized to execute and deliver the
Local Agency Financing Agreement to which this Certificate is attached as Exhibit C, and all documentation in connection
therewith, including but not limited to the Personal Property Certificate(s)attached thereto as Exhibit B,that the signatures set
forth below are the true and genuine signatures of said Authorized Agency Representatives and that pursuant to such
ordinance, one of the two following signature(s) is required on each of the aforementioned documents in order to consider
such documents executed on behalf of the Local Agency:
(._ Cliff Moore City Manager
.ignatur )
Tara Lewis Interim Director of Finance and Budget
(sign ture)
Dated this jj9 day of "la ,2017.
0.1.1111-tecz,
Sonya Claar-Tee City Clerk
City of Yakima
SUBSCRIBED AND SWORN TO before me this I 1 day of filet 2017
By: SUnyP' e/M Je -
3 Notary PublicNOTARY PUBLIC in and for the State of
State of Washin.gtont Washington,residingat:
SONYA R CLAAR TEE f Prtnted NaYA-Kme 1 �} C� w r
i MY COMMISSION EXPIRES E
" OCTOBER 25, 2010 My Commission Expires: 10-:),S
--....y-vey..q,",tt--d:. w V .0""VT'—.."'.-....
L________
I
EXHIBIT D
SCHEDULE OF AGENCY INSTALLMENT PAYMENTS
[to be attached upon availability]
State of Washington Treasury Management System
Date: 09/20/2017 Agency Payment Schedule ReportlD: DMCOPPmtSched
Time: 10:49 am Dated Date: September 28,2017 Series: LP_2017B (WASCOP17B)
As of 09/28/2017
Agency: Yakima County: Yakima County
Lease Number: 0857-5 - 1
Fiscal Agent Account Number: .YAK0857-5-1
Property: Energy project(lighting)
Principal: 2,189,736.08 Tenn(Years): 10.00 Interest Rate: 1.75901 %
Number of Months Until 1st Payment: 3
Payment Scheduled Date Paid Principal
Number Due Payment Principal Interest Paid Principal Interest . Balance*
1 12/01/2017 22,926.12 0.00 22,926,12
2 06/01/2018 181,574.85 137,201.71 44,373.14
3 12/01/2018 40,943.10 0.00 40,943.10
4 06/01/2019 228,728.52 187,785.42 40,943.10
5 12/01/2019 36,248.46 0,00 36,248.46
6 06/01/2020 233,423.15 197,174.69 36,248,46
7 12/01/2020 31,319.09 0.00 31,319.09
8 06/01/2021 238,352.52 207,033.43 31,319,09
9 12/01/2021 26,143.26 0.00 26,143.26
10 06/01/2022 243,528.36 217,385.10 26,143.26
11 12/01/2022 20,708.63 0.00 20,708.63
12 06/01/2023 248,962.98 228,254.35 20,708,63
13 12/01/2023 15,002.27 0,00 15,002.27
14 06/01/2024 254,669.34 239,667.07 15,002.27
15 12/01/2024 9,010.60 0.00 9,010,60
16 06/01/2025 260,661,03 251,650.43 9,010.60
17 12/01/2025 5,235.84 0.00 5,235.84
18 06/01/2026 264,435.78 259,199.94 5,235.84
19 12/01/2026 2,643.84 0.00 2,643.84
20 06/01/2027 267,027.78 264,383.94 2,643.84
Total 0857-5-1 2,631,545.51 2,189,736.08 441,809.43
*The Prepayment Price would include any unamortized costs of issuance,escrow fees,and the cost to fund the relevant escrow.
Agencies intending to prepay should contact the Office of the State Treasurer to receive prepayment amount.
The interest rate shown is calculated from the dated date,based on a 360 day year.
U.S.Bank will post on its Washington State fiscal agent website,on or about mid-May and mid-November,a statement for the
debt service amount due on the first of the following month.
The site address is hops:\\usbtrustgateway.usbauk.com/portal/login.d.o. The form to request a password is also available there. If
you provide an email address,U.S.Bank will notify you when each statement is posted. Please contact Carolyn Morrison at
carolyn.morrison@usbank.com or 206-344-4678 if you have questions about the website or access to it. If your agency is not a
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
1
Item No. 15.
For Meeting of: May 16, 2017
ITEM TITLE: Ordinance authorizing the execution of afinancing contract with the
Office of the State Treasurer and other related documentation
relating to the Street Lighting Energy Project
SUBMITTED BY: Tara Lewis, Interim Director of Finance & Budget
SUMMARY EXPLANATION:
In 2013, the City Council adopted Resolution R-2013-047 authorizing the execution of an
agreement with the Washington State Department of Enterprise Services to manage an energy
project to upgrade streetlights throughout the City to improve public safety and to reduce energy
costs.
This ordinance will provide financing of up to $2.4 million necessary to complete the project in a
timely manner. Estimated energy savings is expected to cover the debt service costs. The term
of the debt will be 12 years. Budgeted energy savings in future years will offset the future debt
service payments.
The attached Ordinance is in the format directed by the Office of the State Treasurer as
prescribed by State Legal Counsel and may appear somewhat different than the format
traditionally presented. Documents attached include the Notice of Intent (Annex 1), Financing
Contract (Annex 2), and Certificate Designating Authorized Agency Representatives (Annex 3).
ITEM BUDGETED:
STRATEGIC PRIORITY:
APPROVED FOR
SUBMITTAL:
Yes
Public Safety
City Manager
STAFF RECOMMENDATION:
Pass Ordinance
BOARD/COMMITTEE RECOMMENDATION:
ATTACHMENTS:
Description
Upload Date
• Ordinance - Street Lighting Energy Project Financing 5/9/2017
• Financing tract - Street Lighting Energy Project 5/9/2017
• Notice of Intent 5/9/2017
• Personal Property Certificate 5/9/2017
Certificate ignating Authorized Agency
Representatives
Type
Ordinance
Contract
Exhibit
Exhibit
5;9/2017 Exhibit
2