HomeMy WebLinkAbout2020-010 Financing Contract with the Office of the State Treasurer; Street Lighting Energy ProjectAN ORDINANCE
ORDINANCE NO. 2020-010
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 (hereafter to include LED
lighting fixtures and associated electrical equipment), as defined below, under the provisions of
RCW Chapter 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 $3,000,000, 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 OF YAKIMA:
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 $3,000,000,
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.
PASSED BY THE CITY COUNCIL, signed and approved this 5th-d-. •f May, 2020.
ATTEST:
Sonya dlv r Tee, City Clerk
Publication Date: May 8, 2020
Effective Date: June 7, 2020
Patricia ers, Mayor
Transaction No. 0857-7-1
LOCAL AGENCY FINANCING CONTRACT, SERIES 2020B
(Personal Property)
by and betweenthe
STATE OF WASHINGTON
and
CITY OF YAKIMA
a municipal corporation
("Local Agency")
Relating to
State of Washington
Certificates of Participation, Series 2020B
Dated as of July 21, 2020
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS; CONSTRUCTION; MISCELLANEOUS PROVISIONS;
SUPPLEMENTS 2
Section 1.1
Section 1.2
Section 1.3
Section 1.4
Section 1.5
Section 1.6
ARTICLE II SALE
Section 2.1
Section 2.2
Section 2.3
Section 2.4
Section 2.5
Definitions, Construction, Miscellaneous Provisions, Supplements .......... 2
Notice of Intent, Personal Property Certificate and Certificate
Designating Authorized Local Agency Representative ................... ........... 2
Performance by Representatives 2
Installment Sale and Purchase of Property 2
Agency Installment Payments ..... 2
AND PURCHASE OF PROPERTY 3
Local Agency Financing Contract Consolidated with Master
Financing Contract 3
Appointment as Agent; Acquisition of Property; Revision and
Substitution of Property 3
Title to the Property 4
Security Interests 5
Disclaimer of Warranties
5
ARTICLE III AGENCY INSTALLMENT PAYMENTS; CONDITIONAL PAYMENT
BY STATE; FULL FAITH AND CREDIT OBLIGATION 6
Section 3.1 Agency Installment Payments 6
Section 3.2 Sources of Payment of Agency Installment Payments 6
Section 3.3 No 7
Section 3.4 Assignments by the Corporation .......... 7
ARTICLE IV OPTIONAL PREPAYMENT OF AGENCY INSTALLMENT
Section 4.1
Section 4.2
Section 4.3
Revision of Agency Installment Payments upon Optional
Prepayment 8
Discharge of Local Agency Financing Contract 8
ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS 9
Section 5.1 Representations and Warranties of the Local Agency 9
Section 5.2 Covenants and Agreements of the Local Agency .................... ................. 10
ARTICLE VI EVENTS OF DEFAULT; REMEDIES
Section 6.1
Section 6.2
Section 6.3
14
Agency Event of Default 14
Rights of State Upon Agency Event of Default 15
No Remedy Exclusive; Non -Waiver 15
ARTICLE VII MISCELLANEOUS PROVISIONS 16
Section 7.1 Indemnification of State and the Corporation 16
Section 7.2 Third Party Beneficiaries 16
Section 7.3 Notices to Agency . 17
Exhibit A — Notice of Intent
Exhibit B — Personal Property Certificate
Exhibit C — Certificate Designating Authorized Agency Representatives
Exhibit D — Schedule of Agency Installment Payments
LOCAL AGENCY FINANCING CONT
(Personal Property)
CT
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 Financing
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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 are 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 ARency 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
in Exhibit D; and (b) all Additional Costs incurred by the State in connection with the sale of the
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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(1)(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 (iii) any such
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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 Property 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 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.
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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, 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
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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 lnstalfn ertt 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 lnstal[nent 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 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,
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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
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
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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.
(h) 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 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
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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.
(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.
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(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 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
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action that would result in such interest being so included. The Local Agency shall comply with
the applicable provisions of the Tax Certificate.
(f) 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
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
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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.
(I) 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, 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
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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 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) except for the insurance required under paragraph (ii) above and as provided in
paragraph (iv) below, 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.
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(iv) In the event that the Local Agency provides the insurance required under
paragraph (i) above through its membership in a local government risk pool established
under chapter 48.62 RCW, the State and the Trustee shall not be required to be named as
additional insureds under such insurance; provided, however, that in such event the Local
Agency agrees to protect, indemnify, and hold the State and the Trustee harmless from any
claims, judgments, damages, expenses and losses covered by such insurance.
(v) 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.
(vi) 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 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
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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 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
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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
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 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 13eneficiaries. The Corporation and the Trustee, as assignee of
the Corporation, shall be third party beneficiaries of this Local Agency Financing Contract.
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Transaction No. 0857-7-1
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
By
-Fr asurer Representative
LOCAL AGENCY: CITY OF YAKIMA
By
By
Alex Me rhoff,
City Manag r
Ste Groom, Director of Finance and Budget
01 0
CITY CONTRACT Nth ,20;2t)
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EXHIBIT A
NOTICE OF INTENT
[attached]
otice of Intent
State of Washington LOCAL PROGRAM
Local Agency Information
Legal Name: City of Yakima
County: Yakima
Address: 129 N 2nd Street
Contact Person: Steve Groom
Phone:(509) 576-6644
E-mail: steve.groom@yakimawa.gov
MCAG No.:
Zip: 98901
Title: Finance Director
Fax: 509-576-6364
Property (Real Estate or Equipment)
Property description (include quantity, if applicable): LED lighting fixtures and associated electrical equipment
Purpose of property (Please be specific and include dept. of use): Energy efficient LED street lighting throughout
city, reducing electricity expense of the city's Streets Department
Total cost: $ 2,810,186 Maximum amount to finance: $ 1,800,000
Finance term: 15
Useful life: Desired financing date: February, 2020
If real estate, the Real Estate Worksheet: ❑ Is attached ❑ Will be provided by (date):
If equipment, select how the property purchase price will be paid:
►1 Reimbursement to Local Agency. If expenditures are made prior to the COP closing date, a Reimbursement
Resolution will be required with your financing documents. To comply with IRS requirements, expenditures
made more than 60 days prior to the date of the resolution cannot be reimbursed.
❑ Direct payment to vendor. Confirm the vendor is registered in the Statewide Vendor System at
Itt r /ides wa,gtav/services/+ .:c r l 'actin Purclrasit r/`i urines/VendorPa )/Pa es°/de it rlt, rs . or call
360.407.8180.
Security Pledge
❑ Voted general obligation of local government r1 Non -voted general obligation of local government
Other Information
If any of the following apply, please provide a complete discussion on a separate page:
❑ Yes 1I No Is the local agency a party to significant litigation?
Yes ❑ No Has the agency received a bond rating in the last two years? If yes, bond rating(s): A+
(see attached 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 be financed as identified above. The Local Agency reasonably expects that the personal/real property will be used for its
govemmental purpose and not by any noneovernntentdl person for private business use.
Signature: Date:
Printed Nt
Signature
Title: Director'=
Ze
in nce and Budget
EXHIBIT B
PERSONAL PROPERTY CERTIFICATE
[attached]
Name of Local Agency:
Address:
Personal Property Certificate
Cityof Yakima
129 N. 2nd Street
Yakima, WA 98901
All capitalized terms not defined herein shall have the meanings assigned to such terms in the Local Agency Financing Contract that this Exhibit
B is attached to. The undersigned, atex ,(.i ' i n tts' ' ` ,._does hereby certify, that [he/she] is an Authorized Agency Representative of City of
Yakima (the "Local Agency") pursuant to the terms of the Local Agency Financing Contract.
The undersigned, confirms that the Property described below will be placed in use at the location listed below, The undersigned confirms that the
Property described below has been delivered to and received by the Local Agency. All installation or other work necessary prior to the use thereof has been
completed. The Property has been examined and/or tested and is in good operating order and condition and is in all respects satisfactory to the Local
Agency and complies with all terms of the Master Financing Contract and the Local Agency Financing Contract.
Notwithstanding the foregoing, the undersigned does not waive or limit, by execution of this certificate, any claim against the vendor or any
other seller, installer. contractor or other provider of property or services related to the purchase, shipment, delivery, installation or maintenance of the
Property.
The Local Agency further confirms that the Property will be used to fulfill an essential governmental function which the Local Agency has the
authority to provide in the State.
PROPERTY INFORMATION
Description: LED Street Lighting Name of Vendor: Ameresco
Serial No.: NA
Tag No.: NA
Location of Property Acquired: --Street IIttln within City of Yakima city limits
Attached hereto are:
Address:
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: ❑ Vendor it City 0 County Treasurer 00ther
Entity Name: City of Yakima
Disbursement Amount: $1,800,000
Method of Payment: ❑ ACH »-Wire 0 Check
Statewide Vendor No:
ACH/Wire Instructions: Existing wire Instructions on file
A vendor's invoice for the Property approved by the Local Agency.
2. A Certificate of Insurance, demonstrating liability insurance coverage and stating that insurance will be renewed annually automatically, unless
said office notifies the State Treasurer of any discontinuation of coverage.
In connection with the Local Agency's acquisition of the Property as agent of the Washington Finance Officers Association, you are hereby requested to
make a disbursement as indicated above.
EXHIBIT C
CERTIFICATE DESIGNATING AUTHORIZED AGENCY REPRESENTATIVES
[attached]
Certificate Designating Authorized Agency Representatives
1, Sonya Claar-Tee, City Clerk of the City of Yakima (the "Local Agency"), hereby certify that, as of the date hereof,
pursuant to Ordinance No. 2020-010, the following individuals are each an "Authorized Agency Representative," as indicated
by the title appended to each signature, that the following individuals are duly authorized to execute and deliver the Local
Agency Financing Agreement to which this Certificate is attached as Exhibit C, and all documentation in connection therewith,
including but not limited to the Personal Property Certificate(s) attached thereto as Exhibit B, that the signatures set forth below
are the true and genuine signatures of said Authorized Agency Representatives and that pursuant to such resolution/ordinance,
one of the two following signatures is required on each of the aforementioned documents in order to consider such documents
executed on behalf of the Local Agency:
(signa re)
Dated this 5th day of May, 2020.
Alexander Meyerhoff, Interim City Manager
Steve Groom, Director of Finance and Budget
NY \
Sonya Claar Tee, City Clerk
City of Yakima
SUBSCRIBED AND SWORN TO before me this 5th day of May, 2020.
Notary Public
State of AgashingtOrk
SONYA C R TEE
COMM. EXPIRES. OCT. 26.
COMNI * 3300$
NOTARY PUBLIC n and for the State of
Washington, residing at:
Printed Name: ‘1` ift 117' 112 4'
My Commission Expires: IL' S' 3000\
EXHIBIT D
SCHEDULE OF AGENCY INSTALLMENT PAYMENTS
[to be attached upon availability]
1
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEM ENT
Item No. 5.G.
For Meeting of: May 5, 2020
ITEM TITLE: Ordinance authorizing the execution of a financing contract with the
Office of the State Treasurer and other Street Lighting Energy
Project related documentation
SUBMITTED BY: Steve Groom, Director of Finance and Budget
SUMMARY EXPLANATION:
This ordinance is to authorize financing for the completion of the energy -saving LED Street
Lighting conversion. This utilizes the same State Treasurer financing program as the first phase
of this project.
n 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 reduce energy
costs.
n 2017, the City Council adopted Ordinance 2017-016 authorizing the financing contract in the
original amount of $2,400,000. The project subsequently disbursed $1,010,186 on the LED
work before the project stalled. The City and contractor are now completing the city-wide LED
conversion to achieve the energy savings originally contemplated. This ordinance will finance the
remainder of the project, not to exceed $3,000,000.
The Washington State Treasurer's LOCAL equipment and property financing program provides
low-cost financing to municipalities. Recent rates from their most recent pooled debt placement
were below 1.50%. Budgetary funding of this project will come over several years from city-wide
streetlight energy savings. Annual energy savings of $100,000 appear to have been realized in
2019; however, due to seasonality and partial completion of the project at that time, full energy
savings won't be known until we see a complete year following project completion. This
ordinance authorizes staff to execute the contract and financing documents required to complete
the financing of this project.
ITEM BUDGETED:
STRATEGIC PRIORITY: Public Safety
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
2
RECOMMENDATION:
Pass Ordinance
ATTACHMENTS:
Description Upload Date
D Ordinance 4232020
D Local Agency Financing Contract 4 28 2C120
D Wire or inted 4r28/2020
D Persona l Property Certificate 4292020
D Certificate of Adhorded Agency Reprasentniore 45242o2n
D State Treasurer Crock Approval 42W2020
Type
Ordinance
Contract
Backup Material
Backup Material
dark up Material
Backup Material