HomeMy WebLinkAboutR-2004-027 Key Municipal Finance - Acquisition of a mobile data communications systemRESOLUTION NO. R-2004- 27
AN RESOLUTION of the City of Yakima, Washington, approving
and authorizing the acquisition of a mobile data communication
system in the amount of not to exceed $325,000 pursuant to the
Master Tax -Exempt Installment Purchase Agreement with Key
Municipal Finance.
WHEREAS, the City of Yakima, Washington ("City"), by Ordinance No. 2003-
25 passed on May 6, 2003, authorized the City to enter into a Master Tax -Exempt
Installment Purchase Agreement with Key Municipal Financial ("Key") dated as of
October 15, 2003 (the "Agreement");
WHEREAS, the City has determined that it is advisable to purchase a mobile data
communication system in the amount of not to exceed $325,000 pursuant to the terms of
the Agreement;
NOW, THEREFORE, BE IT RESOLVED by the City of Yakima, Washington, as
follows:
Section 1. Approval of Documents. The proper officers of the City are
hereby authorized to execute Property Schedule No. 3 and accompanying exhibits on
behalf of the City of Yakima, in substantially the form attached hereto. The above -listed
agreements shall be amended only with the approval of the City.
Section 2. Authorization of Documents. The Mayor or City Manager are
hereby authorized to execute the documents relating to financing the communication
system. The Mayor, City Manager, Director of Finance and Budget, and each of the
other appropriate officers, agents and representatives of the City are each hereby
authorized and directed to take such steps, to do such other acts and things, and to
execute such letters, certificates, agreements, papers, financing statements, assignments
-i-
or instruments as in their judgment may be necessary, appropriate or desirable in order to
carry out the terms and provisions of, and complete the transactions contemplated by this
resolution.
Section 3. Prior Acts. All acts taken pursuant to the authority of this
resolution but prior to its effective date are hereby ratified and confirmed.
Section 4. Effective Date. This resolution shall be in effect from and after its
adoption in accordance with law.
ADOPTED by the City Council of the City of Yakima, Washington at a regular
meeting thereof, held this 3rd day of February, 2004.
CITY OF YAKIMA, WASHINGTON
Paul George
Mayor
ATTEST
City Clerk
APPROVED AS TO FORM:
City Attorney
K:\25739\00069\DG\DG 02065
Property Schedule No. 03
Master Tax -Exempt Installment Purchase Agreement
This Property Schedule No. 03 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax -
Exempt Installment Purchase Agreement (the "Master Agreement"), dated as of 10/15/2003, between Key Municipal Finance, a
division of Key Corporate Capital Inc., and City of Yakima.
1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein.
Reference is made to the Master Agreement for all representations, covenants and warranties made by Purchaser in the
execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the
Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All
capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement.
2. Commencement Date. The Commencement Date for this Property Schedule will be April 9, 2004
3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto.
Purchaser shall not remove such property from the locations set forth therein without giving prior written notice to Seller. The
Installment Payment Schedule for this Property Schedule is set forth in Exhibit 1
4. Opinion. The Opinion of Purchaser's Counsel is attached as Exhibit 2.
5. Purchaser's Certificate. The Purchaser's Certificate is attached as Exhibit 3.
6. Proceeds. Seller shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as
Exhibit 4.
7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5.
8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement,
Installment Payments payable under this Property Schedule shall be subject to prepayment as follows: See termination amount in
Exhibit 1 (Payment Schedule), subject to per diem adjustment.
9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6.
10. Expiration. Lessor, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original
Agreement (including this Property Schedule all ancillary documents) are not received by Lessor at its place of business by
04/09/04.
IN WITNESS WHEREOF, Seller and Purchaser have caused this Property Schedule to be executed in their names by their duly
authorized representatives as of the Commencement Date above.
Seller: Key Municipal Finance, a division of Key
Corporate Capital Inc.
By:
Name: ` t: -
Title: 0 ;ve r S. u/ �
e,r
Purchaser: City of Yakima
By:
!"':�
Name: Glenn K. Rice
Title: Acting City Manager
Attest:
By
Name: Karen Roberts
Title: City Clerk
Form No: 96-400.o97-kmf
-1-
EXHIBIT 1
Property Description and Payment Schedule
Re: Property Schedule No. 03 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal
Finance, a division of Key Corporate Capital Inc., and City of Yakima.
The Property is as follows: The Property as more fully described in Exhibit A incorporated herein by reference and
attached hereto.
EQUIPMENT LOCATION: 129 N Second Street, Yakima, WA 98901
USE: — This use is essential to the proper, efficient and economic functioning of Purchaser or to the services that
Purchaser provides; and Purchaser has immediate need for and expects to make immediate use of substantially all of
the Property, which need is not temporary or expected to diminish in the foreseeable future.
Installment Payment Schedule
If the Due Dates are not defined in this Installment Payment Schedule, they shall be defined as the Last day of each
Quarterly period of this Installment Payment Schedule commencing with the Acceptance Date.
Total Principal Amount $325,000.00
Interest Rate: 3.19%
Payment #
Date
Payment
Principal
Interest
Prepayment
Balance (*)
Commencement
Date
09 -Apr -2004
---
1
9 -Jul -2004
17,644.95
15,053.07
2,591.88
316,145.87
2
9 -Oct -2004
17,644.95
15,173.12
2,471.83
300,669.28
3
9 -Jan -2005
17,644.95
15,294.12
2,350 83
285,069.28
4
9 -Apr -2005
17,644.95
15,416.10
2,228.86
269,344.86
5
9 -Jul -2005
17,644.95
15,539.04
2,105.91
253,495.04
6
9 -Oct -2005
17,644.95
15,662.96
1,981.99
237,518 82
7
9 -Jan -2006
17,644.95
15,787.88
1,857.08
221,415.18
8
9 -Apr -2006
17,644.95
15,913.78
1,731.17
205,183.12
9
9 -Jul -2006
17,644.95
16,040.70
1,604.25
188,821.61
10
9 -Oct -2006
17,644.95
16,168.62
1,476.33
172,329.62
11
9 -Jan -2007
17,644.95
16,297.57
1,347.38
155, 706.10
12
9 -Apr -2007
17,644.95
16,427.54
1,217.41
138,950.01
13
9 -Jul -2007
17,644.95
16,558.55
1,086.40
122,060.29
14
9 -Oct -2007
17,644.95
16,690.60
954.35
105,035.87
15
9 -Jan -2008
17,644.95
16,823.71
821.24
87,875.68
16
9 -Apr -2008
17,644.95
16,957.88
687.07
70,578.65
17
9 -Jul -2008
17,644 95
17,093.12
551.83
53,143.66
18
9 -Oct -2008
17,644.95
17,229.44
415.51
35,569.63
19
9 -Jan -2009
17,644.95
17,366.84
278.11
17,855.45
20
9 -Apr -2009
17,644.95
17,505.35
139.61
0.00
Total
352,899.01
325,000.00
'27,899.01
---
(*) after payment on corresponding date has been made.
Purchaser : City of Yakima
_4)1 e,,,, ,I.A
Name: Glenn K. Rice
Title: Acting City Manager
Preston' GateslEllis LLP
April 9, 2004
Key Municipal Finance, a division of
Key Corporate Capital Inc.
Portland, Oregon
City of Yakima, Washington
Re: Property Schedule No. 03 dated April 9, 2004 (the "Schedule") to Master Tax-
Exempt
11_ ___ T t A dated
of 1 c 11 /�n^f (the
installment/Purchase Agreement, dated as October 15, 2003, (the
"Agreement," together with the Schedule, the "Lease") between Key Municipal
Finance, a division of Key Corporate Capital Inc., as Lessor, and City of Yakima,
Washington, as Purchaser (the "City").
Ladies and Gentlemen:
Our firm acts as special counsel and bond counsel to the City. The City was authorized
to enter into the Agreement with Lessor by City Ordinance No. 2003-25 passed on May 6, 2003
and Resolution 2004-27 adopted on February 3, 2004 with respect to the Schedule for the
purpose of financing the acquisition of various equipment for use by the City. This opinion is
delivered to you pursuant to the provisions of the Lease as described above. In our capacity as
such special counsel, we have examined an original or copy certified or otherwise identified as
being a true copy of the Lease. Any capitalized term used herein and not otherwise defined
herein shall have the same meaning as set forth in the Lease.
Based upon and subject to the foregoing and below in this letter, we express the
following opinions.
1. The City is a public instrumentality created and validly existing under the laws of
Washington.
2. The City has full legal right, power and authority to carry out and consummate the
transactions contemplated by the Lease to be undertaken by the City.
3. By official action of the City, the City has duly authorized and approved the
execution and delivery of and the performance by the City of its obligation contained in the
Lease.
4. The Lease constitutes the legal, valid and binding obligation of the City,
enforceable in accordance with its terms.
A LAW FIRM ( A LIMITED LIABILITY PARTNERSHIP INCLUDING OTHER LIMITED LIABILITY ENTITIES
925 FOURTH AVENUE SUITE 2900 SEATTLE, WA 98104.1158 TEL: {206} 623.7580 FAX: {206} 623-7022 WWW.PRESTONGATES.COM
Anchorage Coeur d'Alene Hong Kong Orange County Portland San Francisco Seattle Spokane Washington, DC
City of Yakima, Washington
Key Municipal Finance, a division of
Key Corporate Capital Inc.
April 9, 2004
Page 2
5. The portion of each payment due under the Lease designated as and comprising
interest ("Interest") is excluded from gross income for purposes of federal income taxation
pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). We
also are of the opinion that the Lease is not a "private activity bond" within the meaning of the
Code.
6. We are further of the opinion that Interest is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals, but is taken into
account in the computation of the corporate alternative minimum tax under Section 55 of the
Code The City has not designated the Lease as a "qualified tax-exempt obligation" for
investment by financial institutions under Section 265 of the Code.
7. We express no opinion regarding any other federal tax consequences arising with
respect to the Lease.
The opinions set forth herein are as of the date hereof and take into account only
published state (and federal, to the extent noted) laws and regulations as of the date of this letter.
We undertake no responsibility and expressly disclaim any undertaking or obligation to advise
you of changes in laws, interpretations of laws or facts which may hereafter be brought to our
attention including, but not limited to, any changes between the date hereof and the date of
execution of the Lease which change could affect the opinion set forth above.
This opinion is solely for your benefit and may not be relied on by, nor copies delivered
to, any other person, other than your successor or assign, without our prior written consent in
each instance.
K:\25739100069\DG\DG L2067
Very truly yours,
PRESTON GATES & ELLIS LLP
By
Nancy M. Neraas
EXHIBIT 3
Purchaser 's Certificate
Re: Property Schedule No. 03 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal
Finance, a division of Key Corporate Capital Inc. and City of Yakima.
The undersigned, being the duly elected, qualified and acting keeper of records for the City of Yakima ("Purchaser ") do
hereby certify, as of 04/09/2004, as follows:
1. Purchaser did, at a meeting of the governing body of the Purchaser held by resolution
or ordinance duly enacted, in accordance with all requirements of law, approve and authorize the execution and delivery of
the above -referenced Property Schedule (the "Property Schedule") and the Master Tax -Exempt Installment Purchase
Agreement (the "Master Agreement") by the following named representative of Purchaser , to wit:
NAME
OF EXECUTING OFFICIAL
TITLE
OF EXECUTING OFFICIAL
SIGNATURE
OF MECUTIN ' FFICIAL
Glenn K. Rice
Acting City Manager
_...-+:
And/ Or
2. The above-named representative of the Purchaser he d at the time of such authorization and holds at the
present time the office set forth above.
3. The meeting(s) of the governing body of the Purchaser at which the Master Agreement and the Property
Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by
the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property
Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of
Purchaser relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held
within the geographic boundaries of the Purchaser; (b) open to the public, allowing all people to attend; (c) conducted in
accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the
Purchaser , if any, and the laws of the State.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute, an Event of Default (as such term is defined in the Master Agreement) exists at the date hereof with respect to
this Property Schedule or any other Property Schedules under the Master Agreement.
5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the
governing body of Purchaser .
6. Purchaser has, in accordance with the requirements of law, fully budgeted and appropriated sufficient
funds for the current budget year to make the Installment Payments scheduled to come due during the current budget year
under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been
expended for other purposes.
7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Purchaser in any
court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other
agreements similar to the Master Agreement; (b) questioning the authority of Purchaser to execute the Master Agreement
or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of
or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings,
authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the
payment of or security for the Master Agreement and the Property Schedule.
City of Yakima
By: Karen Roberts r ,
Title: City Clerk
SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE.
Form No: 96-400.o97-kmf
-1-
Page 1 of 1
Jensen, Tim
From: John_L_Lekic@key.com
Sent: Tuesday, April 20, 2004 8:16 AM
To: tjensen@ci.yakima.wa.us
Subject: Re: Escrow Account
Account # is 479681053738. Account is setup through Cleveland, but it's located in a Washington state
branch. The accounts aren't actually setup by us through an individual bank representative in the local
area. Hope this helps.
thanks,
ohn
Htjensen@ci.yakima.wa.us
tjensen@ci.yakima.wa.usTo: John.L.Lekic@Key.com
cc:
04/20/2004 09:07 AM Subject: Escrow Account
John
I got the contracts yesterday - thanks. Could you please send me the escrow
account number and location.
Thanks,
Tim
Timothy M. Jensen
Treasury Services Officer
City of Yakima
509-576-6639
4/20/2004
EXHIBIT 4
Payment of Proceeds Instructions
Key Municipal Finance, a division of Key Corporate Capital Inc.
1000 South McCaslin Blvd.
Superior, CO 80027
Re: Property Schedule No. 03 (the "Property Schedule") to Master Tax -Exempt Installment Purchase
Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. ("Seller "), and City
of Yakima ("Purchaser").
Ladies and Gentlemen:
The undersigned, an Authorized Representative of the Purchaser hereby requests and authorizes Seller to disburse the
net proceeds of the Property Schedule as follows:
Name of Payee: City of Yakima
By check By wire transfer X
if by check, Payee's address:
If by wire transfer, instructions as follows:
Pay to Bank Name:
Bank Address:
Bank Phone #:
For Account of:
Account No.:
ABA No.:
City of Yakima
Key Bank Escrow
f/'4 eh 5t5nevf
1.S-020-511/
By:
Name: Timothy M. Jensen
Title: Treasury Services Officer
No: 96-400.o97-kmf
-1-
Exhibit A — Property Description
Wireless Computing Network
Host Site Hardware: This includes One (1) IP Terminal Server.
Tower Site 1 Hardware: This includes One (1) 43.2 Kbps, UHF, 25Khz Paragon PD+ Base Station, antenna
network and various accessories.
Mobile Client Hardware: This includes Sixty (60) 43.2 Kbps, UHF, 25Khz Gemini PD+ Mobiles with built in
GPS receivers, antennas and cables. (Forty Five of these units have standard GPS antennas and the other
Fifteen have the thick mounts for larger vehicles)
Spares and Accessories: This includes One (1) Programming Kit for the Paragon PD base and One (1)
Programming Kit for the Gemini PD mobile.
Technical Services:
Including DATARADIO Project Management Services:
Manage Project Resource Allocation
Manage Timelines to Performance
Act as liaison between DATARADIO and Customer
Including DATARADIO Engineering Services:
System Design
System Hardware Staging
On -Site System Installation Verification and Supervision
Installation of DATARADIO Supplied Hardware (mobile units not provided)
On -Site Training on the RF Network and the MSC
Documentation Package
Pre and Post Acceptance Technical Support
Includes First Year of Maintenance
Padcom Multi Network Option:
This includes Sixty (60) Padcom Connectivity suite Licenses to allow for Automatic roaming between the
DATARADIO network and two additional Networks (i.e. CDEPD, 802.11b). Also includes engineering
services and Two Years of maintenance and software.
Shipping
Options
Extended Warranty and Optional Technical Services for Systems Quoted Above:
This includes a three year extended warranty on the Paragon and three year extended warranties on the Gemini's. Also
includes 7x24 Technical Support, quarterly telephone dial in to the system for diagnostic Evaluation and on site visit by a
DATARADIO engineer to check out the System.
Second Site and Multi Site Controller Option:
This includes One (1) 43.2 Kbps, UHF, 25Khz Paragon PD+ Base Station, antenna network and various accessories. Also
includes One (1) Model MSC4LAR Multi Site Controller with accessories. Engineering services, installation and first year
of maintenance are also included.
Extended Warranty and Optional Technical Services for the Second Site and Multi Site Controller Option:
This includes a four year extended warranty on the MSC and a three year extended warranty on the Paragon Also
includes 7x24 Technical Support, quarterly telephone dial in to the system for diagnostic evaluation and an on site visit by
a DATARADIO engineer to check out the system.
AVL Option:
This option includes the addition of an AVL reference receiver and the services to implement it. The AVL reference
receiver provides greater accuracy for the GPS reports from the mobiles.
EXHIBIT 6
Bank Qualification And Arbitrage Rebate
Key Municipal Finance, a division of Key Corporate Capital Inc.
1000 South McCaslin Blvd.
Superior, CO 80027
Re: Property Schedule No. 03 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal
Finance, a division of Key Corporate Capital Inc and City of Yakima
Qualified Tax -Exempt Obligation
Not Bank Qualified
Arbitrage Rebate.
(a) Purchaser is a governmental unit under the law of the State with general taxing powers, (b) this Property
Schedule is not a private activity bond as defined in Section 141 of the Code, and (c) 95% or more of the net proceeds of
this Property Schedule will be used for local government activities of Purchaser
Purchaser : City of Yakima
2.).„:1„,,By:.Q
Name: Glenn K. Rice
Title: Acting City Manager
Form No: 96-400.o97-kmf
-1-
LEGAL DEPARTMENT
200 South Third Street
Yakima, Washington 98901-2830
April 7, 2004
Mr. John Lekic
Key Municipal Finance, a Division of
Key Corporate Capital, Inc.
1000 S. McCaslin Boulevard
Superior, OH 80027
RE: City of Yakima
Dear Mr. Lekic:
This letter responds to your request for information on the City of Yakima,
Washington's insurance coverage.
The City of Yakima is self-insured. Since April 3, 1997, the City of Yakima has
had a self-insured retention fund, with a special excess liability policy above a specified
amount, which has varied depending on the applicable annual policy in effect. For
occurrences occurring from 4/3/2002 to 4/3/2003, the City had an excess liability policy
entitled, "The Public Policy — Retained Limit Form," with Genesis Insurance Company,
Stamford, Connecticut, Policy No. YXB300869. For occurrences occurring from
4/3/2003 to 4/3/2004, the City had an excess liability policy with Genesis, Policy No.
YXB300869A. Attached for your reference is the Declaration page from these two
policies.
Also attached is a recent letter from Genesis dated April 2, 2004, confirming
Genesis' renewal binder for the City of Yakima for occurrences occurring from 4/3/2004
to 4/3/2005, Renewal Policy No. YXB300869B. This renewal policy provides for a
lower retained limit of $1,000,000.
We would be glad to send you a copy of the entire policies if you need them.
Please call if you have any questions, or need more information.
HAH/aw
Enclosures
Sincerely,
Helen A. Harvey
Assistant City Attorney
cc: Joel Pearson of Marsh Advantage America
Deborah Krautwurm of Marsh Advantage America
Civil Division (509) 575-6030 • Criminal Division (509) 575-6033 • Fax (509) 575-6160
Yakima
1994
Genesis Insurance Company
P.O. Box 10352, Stamford, Connecticut 06904-2352
(203) 328-6660
THE PUBLIC POLICY - RETAINED LIMIT FORM
Declarations Page
Policy No. YXB300869
Item I. General Information
First Named Insured: Yakima, City of
Mailing Address: 129 N. 2nd Street
Yakima , Washington 98901
Named Insured(s):
Policy Period - Coverage Parts A and B - both dates as 12:01 a.m. Std. time at your mailing address
From: April 3, 2002
Item 2. Schedule of Retained Limit(s)
Coverage Part A $1,500,000
Coverage Part B $1,500.000
Item 3. Limit(s) of Insurance
Coverage Part A $7,500,000
$7,500,000
Coverage Part B $7,500,000
Item 4. Premium
$7,500,000
Coverage Part A $ 208 390
Coverage Part B $ 20,610
To: April 3, 2003
applies to each occurrence as defined by the Public
Liability Coverage Part
applies to each claim as defined by the Public Officials
Liability Coverage Part
Coverage Part Aggregate Limit
Each occurrence as defined by the Public Liability
Coverage Part
Coverage Part Aggregate Limit
Each claim as defined by the Public Officials Liability
Coverage Part
Flat Premium, Adjustable at Rate of
$ Not Applicable per of
Subject to Minimum premium of $
Flat Premium, Adjustable at Rate of
$ Not Applicable per of
Subject to Minimum premium of $
Forms and Endorsements comprising this policy: See Endorsement No. 1
PEPRLF-D-POL-OCC (02/01)
Copyright. Genesis Insurance Company, 2001
Authonzed Signature
Genesis Insurance Company
P.O. Box 10352. Stamford, Connecticut 06904-2352
(203) 328-6660
THE PUBLIC POLICY - RETAINED LIMIT FORM
Declarations Page
Item 1. General Information
First Named Insured:
Mailing Address:
Yakima, City of
129 N 2nd Street
Yakima , Washington 98901
Policy No. YXB300869A
Named Insured(s)
Policy Period - Coverage Parts A and B - both dates as 12:01 a.m. Std. time at your mailing address
From• Apnl 3, 2003 To• April 3, 2004
Item 2. Schedule of Retained Limit(s)
Coverage Part A 51,500.000 applies to each occurrence as defined by the Public
Liability Coverage Part
Coverage Part B 51.500.000 applies to each claim as defined by the Public Officials
Liability Coverage Part
Item 3. Limit(s) of Insurance
Coverage Part A 57,500.000
$7,500.000
Coverage Part 13 57,500.000
S7,500.000
Item 4. Premium
Coverage Part Aggregate Limit
Each occurrence as defined by the Public Liability
Coverage Part
Coverage Part Aggregate Limit
Each claim as defined by the Public Officials Liability
Coverage Part
Coverage Part A S 248,003 Flat Premium, Adjustable at Rate of
5 Not Applicable per of
Subject to Minimum premium of
Co\ erage Part 13 5 18,997 Flat Premium, Adjustable at Rate of
5 Not Applicable per of
Subject to Minumum premium of $
Forms and Endorsements comprising this policy. See Endorsement No. 1
Signed at Stamford, Connecticut on April 17, 2003
PEPRLF-D-POL-OCC (02/01) Authorized Signature
( opsri,ht. Genesis Insurance Compan), 2001
G_ Isis
April 2, 2004
Ms. Deborah Krautwurm
Marsh
1430 N. 16th Avenue
P.O. Box 2547
Yakima, WA 98902
RE:
City of Yakima
Yakima, WA
Renewal Policy No: YXB300869B
Dear Deb:
Genesis Underwriting Management Company
160 Pine Street, Suite 350
San Francisco, CA 94111-5508
415 984-5606
415 984-5666 Facsimile
www.genesisgov.com
800 848 2740 Toll Free
Jill L Eaton, ARM
Second Vice President
Public Entity Regional Practice Leader
jeaton@gumc.com
/APR 0 5 2004
CITY LEGAL DEPT.
As Underwriting Managers for Genesis Insurance Company, an admitted carrier rated
A++ by A.M. Best, we are pleased to confirm our renewal binder on the captioned account
as follows:
1. Type of Insurance:
Coverage A: Public Entity Liability, including General Liability with Law
Enforcement Legal and Automobile Liability. Coverage excess of a
retained limit on an occurrence basis with Claim Expenses pro rata in
addition to both the retained limit and the Limit(s) of Insurance.
Coverage B: Public Officials Liability. Coverage excess of a retained limit on an
occurrence basis with Claim Expenses pro rata in addition to both the
retained limit and the Limit(s) of Insurance.
Coverage is written on the Genesis 2001 Public Entity Policy Form..
2. Limit(s) of Insurance:
Coverage A: ° Each Occurrence Limit:
° Coverage Part Aggregate:
Coverage B: ° Each Wrongful Act:
° Coverage Part Aggregate:
3. Retained Limit:
Coverage A: $1,000,000
Coverage B: $1,000,000
$8,000,000
$8,000,000
$8,000,000
$8,000,000
611111111111111111111111111.11111111SIS
BINDER
City of Yakima
April 2, 2004 - Page Two
4_ Additional Endorsements: ° Nuclear Energy Liability Endorsement
0
Disclosure Pursuant to Terrorism Risk Insurance Act of
2002
• War Liability Exclusion
• PEPRLF - 36 Limited Pollution Liability Coverage
o Exclusion of Punitive Damages Related To A Certified
Act of Terrorism
5. Claim Service:
6. Annual Premium:
Claims Services will be contracted and paid for by the Insured
and will be provided by Zaremba Claims. Any change in
Third Party Administrator requires notification to Genesis.
$280,500* net annual premium, minimum and deposit. This
premium is non adjustable based on a rate of $0.216 per
worker hour estimated to be 1,295,698.
*The City has indicated that it will reject Terrorism Risk
Insurance Act (TRIA). The rejection form must be signed and
returned to zny attention.
7. Payment Schedule: Due at inception.
8. Policy Period: April. 3, 2004 - April 3, 2005
This binder is effective at 12:01am on April 3, 2004. Thank you for the renewal order.
Sincerely,
City of Yalam32C04
aton
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PRODUCER
Marsh Advantage America
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
P.O. Sox 2 547
COMPANIES AFFORDING COVERAGE
Yakima, WA 98907
509-248-7460
COMPANY
A Affiliated FM Ins Co /Sullivan
INsuRED
City of Yakima
COMPANY
B
129 N. 2nd Street
COMPANY
C
Yakima, WA 98901
509-576-6423
COMPANY
D
f,: a ���', •.4: Ni• 4. � r; ls: � 9. Y y4•
...��,�• xF':,� Z�rs...,s �K'�SiIEJt!�,W:..r.�ar iia, .,.s; I:,•:�„ a�.,..�,uN �a�c�•r.: "�� '�..L
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�.�:,� ,; aaa;,.�:�,.s,,>��.r �.d�,l�d��,:�n;� :1 J�� {�,a?I;��rk, ,r,ti:,�"=fi.s:�.''���
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATD, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDMON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT-TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO
LTR
TYPE OP INSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE (MM/DD/YY)
POLICY EXPIRATION
DATE IMM/DDIYY)
COVERED PROPERTY
LIMITS
JPROPERTY
CAUSES
_
X
OF LOSS
BASIC
BROAD
WECtAL
EARTHQUAKE
FLOOD
All Risk
TY4 2 6
01/04/04
01/04/05
^
X
X
BUILDING
$
PERSONAL PROPERTY
$
BUSINESS INCOME
S
EXTRA EXPENSE
$
BLANKET BUILDING
$
BLANKET PERS PROP
S
BLANKET SLOG & PP
$
Total Limt
s50, 000, 000
$
TYPE
CAUSES
INLAND MARINE
OF POLICY
OF LOSS
NAMED PERILS
OTHER
$
$
S
$
S
_
TYPO
CRIME
OF POLICY
$
$
$
BOILER & MACHINERY
$
OTHER
LOCATION OF PREMISES/DESCRIPTION OF PROPERTY
Blanket Bldgs & Personal Property included in total limit, per occurrence,
with All Risk Coverage, $100,000 Deductible.
SPECIAL CONDITIONSIOTHER COVERAGES
Certificate Holder, Key Municipal Finance, is added as loss payee to property
policy described above.
• _ • c c _ },: n' '. a, r /, Ll: M,,•7'Y ,.SIT i `; •�'�•Q's.�II�_ -,t}�d' Y �• } t i:U r?^FSt �,. g % I .: rte ,'..:;2�,:;,[�+�,} iti'.
�, y T ti, b 1 4 I, '<%b k „�f ' �'Q�u 11.4b:slr.jz:' f+4:'� r+rL g yrs 4':+�a`aS .gru.:_trtcX .. • SS i7.,aR&..Vt•
''r.N411.,"n M,-�,''F'i�Y''Lw +•�7.�����,7`u:. It:[" .�Ltt.� �k�F'itl'o:(�i�`R' i4, .iNi�1 � �". .�A� � A h R 4 :ff.. \tr. $o ::"c�i"•S%h �1•:.�'1Nrm 7',•. L, �.S •,. ,:,�
Key Municipal Finance
A division of Key Corporate
Capital, Inc.
1000 S. Mc Ca s l i n Boulevard
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIPATION DATE THEREOF, TnEmakx COMPANY WILL ENDEAVOR TO MAIL
_1,0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.
BUT F JLURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES,
Superior, CO 80027
Marsh Adv
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tage America : service of
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ACORD CERTIFICATE OF LIABILITY INSURANCE
DATE (MMmD,YY)
04/08/2004
PRODUCER
Marsh Advantage America
P.O. Box 2547
Yakima, WA 98907
509-248-7460
THIS CERTIFICATE IS ISSUED As A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. mis CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE
INSURED
City of Yakima
129 N. 2nd Street
Yakima, WA 98901
1509-576-6423
COVERAGES
INSURER A; Genesis Ins C
INSURER B:
INSURER C:
INSURER D;
INSURER E:
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF
POLICY
POUCY EFFECTIVE
DATE (MM/DD/YY)
POLICY EXPIRATION
DATE (MM/DUTY)
LIMITS
GENERAL
LIABILITY
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
$
FIRE DAMAGE (Any nne (rc)
$
CLAIMS MADE
—
OCCUR
MED EXP (Any one person)
$
PERSONAL &ADV INJURY
$
GENERAL AQGRECATE
S
GENL
—1
AGGREGATE LIMIT APPLIES
POLICY n jE4
PER;
LOC
PRODUCT$ - COME/OP AGO
S
AUTOM00(LE
i
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
COMBINED SINGLE LIMIT
(E9 aeCldenp
$
BODILY INJURY
(Per person)
$
BODILY INJURY
(Pee accident)
$
PROPERTY DAMAGE
(Per accident)
$
GARAGE
—
LIABILITY
ANY
AUTO ONLY - EA ACCIDENT
$
OTHERTHAN EA
$
AUTO ONLY AGG
$
A
EXCESS
-3-"i
—
X
LIABILITY
OCCUR U CLAIMS MADE
DEDUCTIBLE
RETENTION $ 1 mil
YX3300869B
04/03/04
04/03/05
EACH OCCURRENCE
$8,000,000
AGGREGATE
$8,000,000
s
6
$
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
TOR LIMT
TORY LIMITS
OER
ER
EL. EACH ACCIDENT
$
E.L. DISEASE • EA EMPLOYEE
5
E.L. DISEASE • POLICY LIMIT
S
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED DY ENDORSEMENT/SPECIAL PROVISIONS
Certificate Holder, Key Municipal Finance, is additional insured with respects
to equipment being financed.
CERTIFICATE HOLDER
A
ADDITIONAL. INSURED; INSURER LETTER: CANCELLATION
Key Municipal Finance
A division of Key Corporate
Capital Inc
1000 S. McCaslin Boulevard
Superior, Co 80027
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THEUJY4 INSURER WILL ENDPAVOR TO MAIL 3 0 DAYS WRITTEN
NOTICE TO THE CETIFICATEHOLDERNAMEDTOTHELEFT,BUTFNLURETOD050SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVE$.
AMarsh Ad ntage America a service ofi
ACORD 25S (7/97)
20'd 2206817z60ST
eabury &-5mrrn-, lnc. • 4r� rr>;cnrnrn�rnota,9ss
UW I NUA HSZIdW 9S:60 VOOZ-80-ddd
SECURED PARTY:
DEBTOR:
Schedule 1
Key Municipal Finance, a division of Key Corporate Capital Inc.
City of Yakima
This financing statement covers all of Debtor's right, title and interest, whether now owned or hereafter acquired, in and to
the equipment leased to Debtor under Property Schedule No. 03 to be dated the date The City of Yakima executes the
acceptance document with the seller, and vendor (DATARADIO), contemplated to be 10/15/2004, to that certain Master
Tax -Exempt Installment Purchase Agreement dated as of 10/15/2003, in each case between Debtor, as Purchaser, and
Secured Party, as Seller, together with all accessions, substitutions and replacements thereto and therefor, and proceeds
(cash and non-cash), including, without limitation, insurance proceeds, thereof (but without power of sale), including
without limiting, all equipment described on Exhibit A attached hereto and made a part hereof.
Debtor has no right to dispose of the equipment.
Form No: 96-400.o97-kinf
-1-
Form 8038-G
(Rev. November 2000)
Department of the Treasury
Internal Revenue Service
Part I
Information Return for Tax -Exempt Governmental Obligations
Under Internal Revenue Code section 149(e)
See separate instructions.
Caution: If the issue price is under$100,000, use Form 8038 -GC.
OMB No. 1545-0720
Reporting Authorit
If Amended Return, check here ► ❑
1 Issuer's name
City of Yakima, Washington
2 Issuer's employer identification number
91 16001293
3 Number and street (or P 0 box if mail is not delivered to street address)
129 North Second Street
Room/suite
4 Report number
3 03 - 2
5 City. town. or post office, state, and ZIP code
Yakima, Washington 98901
6 Date of issue
April 9, 2004
7 Name of issue
Property Schedule No. 3 to Master Tax -Exempt Installment Purchase Agreement
8 CUSIP Number
N/A
9 Name and title of officer or legal representative whom the IRS may call for more information
Tim Jensen, Treasury Services Officer
10 Telephone number of officer or legal representative
(509 ) 576-6639
Part II
11
12 ❑ Health and hospital
13 ❑ Transportation
14 ❑ Public safety
15 ❑ Environment (including sewage bonds). . . . . . . . . .
16 ❑ Housing
17 ❑ Utilities
18 ® Other. Describe ► Digital data storage.
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
Education
19 If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box
20 If obligations are in the form of a lease or installment sale, check box
Part III
► ❑
11
12
13
14
15
16
17
18
325,000
Description of Obligations. Complete for the entire issue for which this form is being filed.
21
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
June 16, 2008
$ $325,000
$ N/A
5 years
3.190 0/p
Part IV
22
23
24
25
26
27
28
29
30
Uses of Proceeds of Bond Issue (including underwriters'
Proceeds used for accrued interest . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) . . .
Proceeds used for bond issuance costs (including underwriters' discount) . 24
Proceeds used for credit enhancement . .
Proceeds allocated to reasonably required reserve or replacement fund .
Proceeds used to currently refund prior issues .
Proceeds used to advance refund prior issues .
discount)
25
26
27
28
-0-
23
325,000
-0-
-0-
-0-
-0-
Total (add lines 24 through 28) . . . .
Nonrefundinq proceeds of the issue (subtract line 29 from line 23 and enter amount here) .
Description of Refunded Bonds (Complete this part only for refunding bonds.)
Part V
29
30
31 Enter the remaining weighted average maturity of the bonds to be currently refunded
32 Enter the remaining weighted average maturity of the bonds to be advance refunded
33 Enter the last date on which the refunded bonds will be called .
34 Enter the date(s) the refunded bonds were issued ►
Part VI
►
-0-
325,000
N/A
Years
years
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
b Enter the final maturity date of the guaranteed investment contract 0-
37
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
35
36a
37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
Issuer ► and the date of the issue 0-
38
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
40 If the issuer has identified a hedge, check box ► 0
Please
Sign
Here
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
April9,2004
Signatt7rre of issuer's auth.,flzed representative Date
Tim Jensen
Treasury Services Officer
Type or print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S
Form 8038-G (Rev 11-2000)
ESCROW AGREEMENT
This Escrow Agreement (the "Escrow Agreement"), dated as of 04/09/04 and entered into among
Key Municipal Finance, a division of Key Corporate Capital Inc. ("Seller"), City of Yakima ("Purchaser") and
KeyBank National Association (the "Escrow Agent").
RECITALS:
A. Seller and Purchaser are parties to a Master Tax -Exempt Installment Purchase
Agreement, dated as of 10/15/03 and Schedule No. 03 thereunder, dated as of 04/09/04 (the "Purchase
Agreement") whereunder Purchaser is acquiring from Seller certain personal property more particularly described
therein (the "Property").
B. Seller and Purchaser intend to cause or have caused certain funds to be deposited with
Escrow Agent to pay for costs of the Property, and Escrow Agent has agreed to disburse said funds in accordance
with the terms and conditions of this Agreement.
C. Each of the parties has authority to enter into this Agreement and has taken all actions
necessary to authorize the execution of this Agreement by the officers whose signatures are hereto.
NOW, THEREFORE, the parties agree as follows:
1. Appointment of Escrow Agent. Seller, Purchaser and Escrow Agent agree that Escrow
Agent shall act as sole Escrow Agent under the Purchase Agreement and this Escrow Agreement, in accordance
with the terms and conditions set forth in this Escrow Agreement. The Escrow Agent, in its capacity as escrow
agent hereunder, shall not be deemed to be a party to the Purchase Agreement, and this Escrow Agreement shall
be deemed to constitute the entire agreement regarding the Acquisition Fund (as hereinafter defined) among
Seller, Purchaser and Escrow Agent.
2. Acquisition Fund. There is hereby established in the custody of Escrow Agent a special
trust fund designated as the "City of Yakima Acquisition Fund" (the "Acquisition Fund") to be held and
administered by Escrow Agent in trust for Purchaser in accordance with this Escrow Agreement, subject to Seller's
rights under Section 3 hereof. It is anticipated that the funds in the Acquisition Fund and earnings thereon shall be
sufficient to pay the cost of acquisition of the Property. In the event such sums are insufficient, Purchaser shall be
responsible for the timely payment of any deficiency. Such Acquisition Fund will be acceptable under laws
applicable to Washington State Public Depositories. Such Acquisition Fund will earn interest equivalent to an
overnight treasury/deposit rate.
The moneys and investments held by Escrow Agent under this Agreement are irrevocably held in
trust for the benefit of Purchaser and Seller, and such moneys, together with any income or interest earned
thereon, shall be expended only as provided in this Agreement, and shall not be subject to levy or attachment or
lien by or for the benefit of any creditor of Purchaser (other than Seller) or Seller. Seller, Purchaser and Escrow
Agent intend that the Acquisition Fund constitute an escrow account in which Purchaser has no legal or equitable
right, title or interest until satisfaction in full of all conditions contained herein and in the Purchase Agreement for
the disbursement of funds by Escrow Agent therefrom. However, if the parties' intention that Purchaser shall have
no legal or equitable right, title or interest until all conditions for disbursement are satisfied in full is not respected in
any legal proceeding, the parties hereto intend that Seller have a security interest in such account, and such
security interest is hereby granted to Seller by Purchaser, to secure payment of all sums due to Seller under the
Purchase Agreement. For such purpose, Escrow Agent hereby agrees to act as agent for Seller in connection
with the perfection of such security interest and agrees to note, or cause to be noted, on all books and records
relating to such accounts, Seller's interest therein.
2.A. Deposit in Acquisition Fund. There shall be deposited in the Acquisition Fund the sum of
$325,000.00. Escrow Agent shall maintain accounting records sufficient to permit calculation of the income on
investments and interest earned on deposit of amounts held in the Acquisition Fund, and such income and interest
shall become part of the Acquisition Fund and may be expended as provided herein.
Escrow -Installment Purchase-Form0700
2.B. Disbursements from Acquisition Fund. Escrow Agent shall make payments from the
Acquisition Fund to pay costs of the Property upon receipt of requisitions from Purchaser, signed by an authorized
individual substantially in the form attached hereto as Exhibit A, which is incorporated by reference herein. In the
event Escrow Agent is directed or requested by Purchaser to hold or deposit any retained funds or to accept a
retainage bond (in iieu of funds) as may be required by law or the terms of the acquisition contract to which
Purchaser is a party, Escrow Agent shall act in accordance with Purchaser's instructions, and such retained funds
(or performance bond) and any interest thereon shall be paid as provided in instructions to Escrow Agent from
Purchaser. The final requisition shall include the final acceptance certificate required in the Purchase Agreement,
which shall be executed by the Purchaser and delivered to the Escrow Agent. Where requisitions involve titled
motor vehicles, the requisition shall also include:
(i) Manufacturers Certificate of Origin.
(ii) Motor vehicle paperwork appropriate to state of registration, noting Key Corporate Capital Inc. as
lien holder.
(iii) Insurance certificate naming Key Municipal Finance, a division of Key Corporate Capital Inc.
its successors and assigns as sole loss payee and additional insured for the specified equipment.
3. Termination of Escrow.
(a) Acquisition of Property. Upon the final acceptance of the Property by Purchaser, as
evidenced by execution by Purchaser of a final acceptance certification pursuant to the Purchase Agreement and
delivered to Escrow Agent, and the payment of all costs related thereto (i) any retainage shall be disbursed as
directed by Purchaser, and (ii) any amounts remaining in the Acquisition Fund (including the earnings from
investments thereof) shall be transferred to Purchaser and be applied toward reimbursement of Purchaser for
funds advanced for the Property. To the extent that additional moneys in excess of those needed to reimburse
Purchaser for the acquisition of the Property exist in the Acquisition Fund, such amounts shall be paid to
Purchaser and applied first to the next payment due on the Purchase Agreement and then to Seller and applied to
prepayment of the principal component of installment payments and Seller shall recalculate the installment
payment schedule for the remaining term such that the remaining installment payments shall be level. Upon
disbursement of all sums in the Acquisition Fund, this Escrow Agreement shall terminate, provided that the
indemnifications by Purchaser shall survive the termination of this Escrow Agreement.
(b) Eighteen Months. This Escrow Agreement shall terminate eighteen (18) months from
the date of this Escrow Agreement. It may, however, be extended by mutual consent of the Purchaser and Seller
in writing to the Escrow Agent either in advance of the termination or retroactively. Any money remaining in the
Acquisition Fund at the time of termination under this subsection (b) shall be transferred to Seller and shall be
applied first to the next payment due under the Purchase Agreement, and then, if there are amounts remaining,
applied to the prepayment the Purchase Agreement being applied to principal and Seller shall recalculate the
installment payment schedule for the remaining term such that the remaining installment payments shall be level.
Purchaser shall be deemed to have accepted all Property paid for from the Acquisition Fund at the time of
termination under this subsection (b). Upon disbursement of all sums in the Acquisition Fund, this Escrow
Agreement shall terminate, provided that the indemnifications by Purchaser shall survive the termination of this
Escrow Agreement.
(c) Event of Default; Nonappropriation. Upon receipt of written notice from Seller of an
event of default by Purchaser under the Purchase Agreement or an event of nonappropriation, if provided for
under the Purchase Agreement, Escrow Agent shall disburse the funds in the Acquisition Fund to Seller for
application in accordance with the Purchase Agreement. Upon such payments from the Acquisition Fund, this
Escrow Agreement shall terminate, provided that the indemnifications by Purchaser shall survive the termination of
this Escrow Agreement.
4. Investment of Acquisition Fund; Arbitrage Rebate.
(a) Investment of Acquisition Fund. Monies held by Escrow Agent hereunder shall be
invested and reinvested by Escrow Agent upon written instructions from Purchaser in an investment which is a
permitted investment for Purchaser under the laws of the state in which Purchaser is organized. Escrow Agent
shall have no responsibility for advising Purchaser or Seller as to the permissibility of any investment of monies in
the Acquisition Fund. If Escrow Agent does not receive a written direction from Purchaser as to the investment or
Escrow -Installment Purchase-Form0700
reinvestment of monies in the Acquisition Fund, Escrow Agent may hold such monies uninvested until such
direction is received. Escrow Agent shall have no responsibility for any losses suffered from any investment of
monies on deposit in the Acquisition Fund authorized by Purchaser.
(b) Arbitrage Rebate. Purchaser hereby represents, covenants and warrants that
pursuant to Treasury Regulations Section 1.148-7(d), 100% of the gross proceeds of the Purchase Agreement will
be expended for the governmental purposes for which the Purchase Agreement was entered into within 18
months after the Commencement Date.
5. Amendment and Modification. This Escrow Agreement may not be amended, modified,
altered, supplemented or waived except by a written instrument executed by Seller, Purchaser and Escrow Agent.
6. Regarding the Escrow Agent.
(a) Duties of Escrow Agent. Escrow Agent undertakes to perform only such duties
as are specifically set forth in this Escrow Agreement. Escrow Agent shall be under no implied obligation or
subject to any implied liability hereunder. Escrow Agent shall incur no liability whatsoever except for its negligence
or willful misconduct so long as it is acting in good faith. Escrow Agent shall not be required to take notice of any
of the provisions of the Purchase Agreement or any document or instrument executed in connection therewith,
except as expressly set forth in this Escrow Agreement. The permissive right of the Escrow Agent to do things
enumerated in this Escrow Agreement shall not be construed as a duty.
(b) Escrow Agent Reliance. Escrow Agent may act in reliance upon any writing or
instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of
any statement or assertion contained in such a writing or instrument, and may assume that any person purporting
to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized
to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner and
execution, or validity of any instrument deposited with it, nor as to the identity, authority or right of any person
executing the same; and its duties hereunder shall be limited to those specifically provided herein.
(c) Counsel and Fees. If Escrow Agent believes it to be reasonably necessary to
consult with counsel concerning any of its duties in connection herewith, or in case the Escrow Agent becomes
involved in litigation on account of acting hereunder, then, in either case, its cost, expenses and reasonable
attorneys fees shall be paid by Purchaser. Escrow Agent's right to receive its attorneys fees and expenses shall
survive the termination of this Escrow Agreement.
(d) No Obligation to Take Legal Action. Escrow Agent shall not be under any
obligation to take any legal action in connection with this Escrow Agreement or for its enforcement, or to appear,
prosecute or defend any action or legal proceeding which, in its opinion, would or might involve it in any costs,
expense, Toss or liability, or to otherwise expend or risk its own funds or incur any financial liability in the
performance of this Escrow Agreement, unless and as often required by it, it shall be furnished with security and
indemnity satisfactory against all such costs, expenses, losses or liabilities. If any controversy arises between the
parties hereto or with any third person, the Escrow Agent shall not be required to resolve the same or to take any
action to do so (other than to use its best efforts to give notice of such controversy to Seller and Purchaser) but
may, at its discretion, institute such interpleader or other proceedings as it deems proper.
(e) Monthly Statement. Escrow Agent shall issue a monthly accounting statement
showing receipts to and disbursements from the Acquisition Fund. Such statement shall be mailed to Seller and
Purchaser.
(f) Resignation and Termination. Escrow Agent may, upon providing thirty days
written notice, resign its position as Escrow Agent and terminate its liabilities and obligations hereunder. In the
event Escrow Agent is not notified within thirty days of a successor Escrow Agent, Escrow Agent shall be entitled
to transfer all funds to a court of competent jurisdiction with a request to have a successor appointed, at the
expense of Purchaser. Upon filing such action and delivering such assets, Escrow Agent's obligations and
responsibilities shall cease. Seller and Purchaser may jointly terminate Escrow Agent and appoint a successor
Escrow Agent by providing 15 days written notice to Escrow Agent.
Escrow -Installment Purchase-Form0700
7. Notices. Any notices permitted or required under this Escrow Agreement shall in writing
and shall be deemed given upon the date of personal delivery or 48 hours after deposit in the United States mail,
certified or registered, postage fully prepaid, return receipt requested, addressed to the addresses set forth on the
signature page of this Escrow Agreement. The party to whom notices or copies of notices are to be sent shall
have the right at any time and from time to time to change its address for notice or person to receive notice by
giving notice in the manner specified in this paragraph.
8. Escrow Agent's Fee. Escrow Agent shall be paid no fee for setting up the escrow. In the
event that Escrow Agent is made a party to litigation with respect to the Acquisition Fund, or brings an action in
interpleader, or Escrow Agent is required to render any service not provided for in this Escrow Agreement, or there
is any assignment of interests in this escrow or any modification hereof, Escrow Agent shall be entitled to
reasonable compensation for such extraordinary services and reimbursement by Purchaser for all fees, costs,
liability and expenses, including attorney fees.
9. Counterparts. This Escrow Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This
Escrow Agreement is to be executed by the parties hereto in sufficient numbers so that an Escrow Agreement
bearing each party's original signature can be held by the Escrow Agent.
10. Waiver. Any waiver by any party of any breach of any term or condition of this Escrow
Agreement shall not operate as a waiver of any other breach of such term or condition or any other term or
condition, nor shall any failure to enforce such provision hereof operate as a waiver of such provision or of any
other provision hereof, nor constitute nor be deemed a waiver or release of any other party for anything arising out
of, connected with, or based on this Escrow Agreement.
11. Exhibits. All exhibits, schedules and lists attached to this Escrow Agreement or delivered
pursuant to this Escrow Agreement shall be deemed a part of this Escrow Agreement and incorporated herein,
where applicable, as if fully set forth herein.
12. Applicable Law. This Escrow Agreement shall be governed by the laws of the state in
which Purchaser is located.
13. Successors and Assigns. This Escrow Agreement shall be binding on and shall inure to
the benefit of the parties and their respective successors and assigns. Any corporation or association into which
the Escrow Agent may merge, or to which Escrow Agent may sell or transfer its banking business, shall
automatically be and become successor Escrow Agent hereunder and vested with all powers as was its
predecessor without the execution or filing of any instruments or further act, deed or conveyance on the part of the
parties hereto.
14. Severability. In the event any provision of this Escrow Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof.
IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have caused this Escrow
Agreement to be executed by their duly authorized representatives, all as of the date first above written.
Key Municipal Finance, a division of Key Corporate City of Yakima
Capital Inc
By
By
Authorizedfficer Title ctinq City Manager
Title l P e 010 fi-9, f
Address- 1000 S McCaslin Boulevard
Superior, Co 80027
Address: 129 N. 2nd Street
Yakima, WA 98901-2613
Escrow -Installment Purchase-Form0700
KEYBANK NATIONAL ASSOCIATION
By
Authorized Officer
Escrow -Installment Purchase-Form0700
ITEM TITLE:
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. �5
For Meeting Of 3-0
Resolutions to (a) Authorize Contract for Implementation of a
Public Safety Mobile Wireless Data Network and (b) Authorize
Installment Loan Agreement
SUBMITTED BY: Rick Pettyjohn, Information Systems Manager
Wayne Wantland, Public Safety Communications Manager
CONTACT PERSON/TELEPHONE:
Rick Pettyjohn, Information Systems Mgr - 575-6098
Wayne Wantland, Public Safety Communication Manager - 575-6048
Tim Jensen, Treasury Services Officer - 576-6639
SUMMARY EXPLANATION: The City has been using a public Cellular Digital
Packetized Data (CDPD) communications service to communicate with the Mobile Data
Computers (MDC) in the public safety vehicles. AT&T announced last year that they
were replacing CDPD at the end of June 2004 with a new service. We decided to use this
opportunity to evaluate other available services and technologies. Accordingly, we
issued a Request for Proposal (RFP) that resulted in responses from nine vendors and
full proposals from four vendors. After a thorough analysis by Information Systems
and Public Safety Communications, we selected the proposal submitted by Dataradio
Corporation and have negotiated the attached contract.
(Summary Explanation continued on next page)
Resolution XX Ordinance Other (Specify)
Contract XX Mail to (name and address): Tom Bryant, Contracts Manager
Dataradio Corp, 6160 Peachtree Dunwoody Rd, Bldg C-200, Atlanta, GA 30328
Phone: (770) 392-0002 Ext 236
Funding Source General Fund - rrmaation Systems & Police Capital
APPROVED FOR SUBMITTAL:
—DCity Manager
STAFF RECOMMENDATION: Adopt Resolutions
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
This contract calls for Dataradio to implement a private, wireless, data
communications system for the City based at the City's antenna site on Lookout peak.
This system will provide improved reliability, data throughput and better coverage
saturation in the upper valley, and will allow us to utilize two additional networks.
These additional networks will enable us to install short-range, high-speed, mini -cells at
the Public Safety facilities for downloading of virus definitions, pre -fire plans, mug
shots and other high -content data. Dataradio will begin the project upon contract
approval and will complete the project before CDPD services are terminated.
Resolution (a) authorizes the City Manager to execute this agreement with Dataradio.
Total project amount is $306,103.45 plus a sales tax amount of $17,873.90 for a total
cost of $323,977.36. The attached Resolution authorizes an Installment Loan Agreement
for acquisition of this system pursuant to the City's Master Tax -Exempt Installment Loan
Agreement dated October 15, 2003 - Ordinance 2003-25. Financing will be provided
under this agreement as property schedule #3. This is a five-year installment agreement
at an interest rate of 3.25%. $16,312 payments will be made quarterly for an annual
amount of $65,248. The 2004 Police Capital budget includes the Capital and Revenue
amounts for receipt of the borrowed funds and payment to the vendor. Quarterly debt
service payments will be made from the Information Systems Budget. Because we had
projected this project would start last year, the 2003 Information Systems budget
included an appropriation for the initial payment. These unexpended funds will be
encumbered into 2004 to reduce the loan principal to $300,000. The resolution is written
not to exceed $325,000 to cover any possible contingencies. The attached documents are
draft documents. This loan will close and the documents will be finalized before March
1, 2004. Resolution (b) authorizes this Installment Loan Agreement.
The Council -adopted 2003 Policy Issue regarding the implementation of a data
communications radio system to replace CDPD services has been attached this agenda
item for your review.
2003 MAJOR POLICY ISSUES /
SUPPLEMENTAL BUDGET REQUESTS
DEPARTMENT: Finance and Budget
DIVISION: Information Systems
POLICY ISSUE TITLE: Mobile Wireless Data Network
Replace CDPD Services -- Budgeted
1. Proposal -- Replace the Cellular Digital Packetized Data (CDPD) data
communications services with a City -owned 450 mhz Mobile Wireless Data
Network. This is joint proposal from the Police Department, Fire Department,
Public Safety Communications Division, and Information Systems Division.
CDPD is a data communications service paid for on a monthly basis. It was a
quick, easy and relatively economical method for the City to initiate a mobile
wireless network. As we have added more vehicles and Mobile Data Computer
(MDC) functions, we have experienced some reliability, coverage, and data
transmission speed problems with the CDPD services. In addition, the cost of the
service has increased as we have added more users. Mobile data communications
have become critical to Public Safety dispatch and to the efficient and effective
delivery of Public Safety services. We have recently added Field Reporting to the
MDC's and are working on an in -car video system. Both of these systems will
increase the capacity -demand and dependence upon the mobile wireless network.
The proposed 450 mgz Mobile Wireless Data Network will provide better
coverage and increase data transmission speeds three to four times. A City -owned
system will provide more reliability and faster response to any problems. The
system can be expanded to meet the mobile data communications requirements of
other operating departments.
2. a. Fiscal Impact -- A $300,000 capital cost will be financed with a five-year lease -
purchase contract. Annual payments will be $65,000. An annual $40,000 CDPD
service fee will be eliminated. Actual annual General Fund fiscal impact will
be $25,000.
b. Proposed Funding Source -- Law & Justice Capital Fund/General Fund. The
Law & Justice Capital Fund will have a $300,000 Capitalized Lease Expenditure
and an offsetting $300,000 Lease Revenue. Information Systems will have a
$65,000 Debt Service Expense partially offset by a $40,000 reduction in the Data
Communications account.
c. Public Impact -- Improved delivery of public safety services.
d. Personnel Impact -- Will save time for both the dispatchers and the patrol
officers by eliminating the requirement to repeatedly log -on when coverage is
dropped, and by improving the data communications speed.
PI -2003 InfoSys/MobileWireless.doc
1 -- 1/28/04
e. Required Changes in City Regulations or Policies -- None.
f. Legal Constraints, if applicable -- None.
g. Viable Alternatives -- Remain with CDPD services.
3. Conclusion and/or Staff Recommendation -- This policy issue will increase mobile
data communications speed and reliability, and provide capacity for additional
mobile services with a relatively small increase in annual expenditures. Staff
recommends approval.
PI -2003 InfoSys/ MobileWireless.doc
2 -- 1/28/04