HomeMy WebLinkAboutR-2013-069 Financing of 74 Police Vehicles and 70 Fire Air Packs; Reimbursement to Office of the State TreasurerA RESOLUTION
RESOLUTION NO. 2013-069
authorizing and directing the Director of Finance and Budget to reimburse
expenditures arising from the purchase of 74 (seventy-four) police
vehicles and 70 (seventy) airpacks with the proceeds of a financing
contract to be entered into with the Office of the State Treasurer.
Section 1. The City of Yakima (the "Local Agency") reasonably expects to reimburse
the expenditures described herein with the proceeds of a financing contract to be entered into
by the Local Agency (the "Reimbursement Obligation").
Section 2. The expenditures with respect to which the Local Agency reasonably
expects to be reimbursed from the proceeds of Reimbursement Obligations are for the purchase
of 74 (seventy-four) police vehicles and 70 (seventy) MSA Breathing Apparatus units and any
expenditure related thereto.
Section 3. The expenditures with respect to which the Local Agency reasonably
expects to be reimbursed from the proceeds of Reimbursement Obligations will be made from
the Police Capital Fund — equipment purchase for the Yakima Police Department and the Fire
Capital Fund — equipment purchases for the Yakima Fire Department.
Section 4. The maximum principal amount of Reimbursement Obligations expected to
be issued for the property described in Section 2 is $ 5,500,000.
ADOPTED BY THE CITY COUNCIL this 4th day of June, 2013.
Micah =wley Mayor
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. '
For Meeting of: 6/4/2013
ITEM TITLE: Legislation regarding the financing and purchase of 74 Police
vehicles and 70 Fire Air Packs.
A. An ordinance authorizing the acquisition of 74 Police
vehicles and 70 Fire Air Packs and the execution of a related
financing contract with the Office of the State Treasurer and
other related documentation.
B. A reimbursement resolution declaring that the City
reasonably expects to reimburse expenditures for the
purchase of the 74 Police vehicles and 70 Fire Air Packs with
the proceeds of the financing contract.
SUBMITTED BY: Finance Department
SUMMARY EXPLANATION:
At the May 21, 2012 meeting Council approved an expansion of the Police assigned vehicle
program, to be financed by participating in the State Local Option Capital Asset Lending
(LOCAL) program. Staff was directed to bring back the applicable documents to accomplish
this financing to meet the State's deadline of a June 20 application with funding available in mid-
August.
Additionally, the Fire Department has experienced some failure in their self-contained breathing
apparatus (SCBA) units, and is expending significantly more than estimated in 2013 for
maintenance. A majority of these units were purchased about 10 years ago with grant funding,
and are all reaching the end of their useful life and are becoming a safety concern. The Fire
command staff has researched the possibility of replacing the failing units with grant funding,
but there are not grants currently available. City Management is recommending that the Fire
Department replace the faulty units as proposed, and the least expensive way to finance the
SCBA replacement is to use the same State program as the Police vehicles. Combining this
with the Police debt results in even more savings to the City, as bond issuance costs can be
shared between the two programs. If we were to wait, or even choose a different repayment
schedule, then each program would have its own set of issuance costs. The replacement of 70
units is estimated to cost about $500,000, with estimated annual debt service of about $88,000
for the next six years.
This Ordinance will authorize and direct staff to proceed with the acquisition of 74 Police
vehicles and 70 Fire air packs as proposed and to enter into the suggested financing agreement
with the Office of the State Treasurer. The estimated amount to be financed is about $4.6
million for Police and $0.5 million for Fire --a total of $5.1 million. We have rounded the "not to
exceed" amount up to $5.5 million to be sure that issuance costs and any market condition
changes can be addressed.
The reimbursement resolution will authorize the City to reimburse the fund used to purchase the
74 Police vehicles and 70 Fire air packs including expenditures made prior to the financing
completion with the financing proceeds.
The Ordinance and the Reimbursement Resolution and other related documentation is in the
format directed by the Office of the State Treasurer as prescribed by State Legal Counsel and
may appear somewhat different than the format traditionally presented to Council.
Documents attached include: Staff memorandums describing the programs requiring the use of
the LOCAL program and the documents required to be submitted to the State, including the
Notice of Intent (Annex 1); Financing Contract (Annex 2), and Certificate Designating
Authorized Agency Representatives (Annex 3).
Since neither of these programs are currently included in the 2013 budget, an appropriation for
the $5.1 million capital investment and related borrowing, along with any debt service payments
that may be required in 2013, will be submitted by Finance when the final totals are
known. Ongoing debt service, estimated to be about $797,000 for Police and $88,000 for Fire
will be included in subsequent budget years.
Resolution: X
Other (Specify):
Contract: X
Start Date:
Item Budgeted: No
Ordinance: X
Contract Term: 6 year
End Date:
Amount: Maximum of
$5,500,000
Funding Source/Fiscal Fire Capital Fund -equipment; Law & Justice Capital
Impact: Fund - equipment; General Fund -debt service
Strategic Priority: Public Safety
Insurance Required? No
Mail to: Return to Finance for mailing to State Treaurer's Office with
attachments
Phone: 509-576-6771
APPROVED FOR
SUBMITTAL:
City Manager
RECOMMENDATION:
A) Pass Ordinance; B) Adopt Resolution
ATTACHMENTS:
Name: Description:
El 6-4-13 Ord Police Vehicles -Fire Airpacks.docx 051613 Ordinance Polic Vehicles & Fire SCBA
El 6-4-13 Res LOCAL Police Vehicles -Fire Airpacks.docx 6-4-13 Res Police Vehicle & Fire SCBA
El 051613 Memo re APV program.docx memo from CM
LII Memo 6-4-13 SCBA Purchase.pdf SCBA Purchase
El Notice of Intent Police Fire 6-4-13.docx LOCAL Notice of Intent
Contract.docx Wsh State LOCAL Contract
El Certificate Desiqnatinq Authorized Agency Representatives.docx Cert Authorizing Agency Rep
ORDINANCE NO. 2013 -
AN ORDINANCE of the City of Yakima. Authorization for 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 attached hereto as Annex 1 (the "NOI"), in relation to
the acquisition of and the financing of the acquisition of the Property, as defined below, under
the provisions of RCW ch 39.94; and
WHEREAS, it is deemed necessary and advisable by the City Council of the Local
Agency that the Local Agency acquire the equipment and/or personal property identified on
Annex 1 attached hereto ("Property"); and
WHEREAS, it is deemed necessary and advisable by the City Council of the Local
Agency that the Local Agency enter into a Local Agency Financing Contract with the Office of
the State Treasurer, in the form attached hereto as Annex 2 (the "Local Agency Financing
Contract"), in an amount not to exceed $5,500,000, 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 Annex 3 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");
BE IT ORDAINED BY THE CITY OF YAKIMA:
Section 1. The individuals holding the offices or positions set forth in Annex 3 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 Representatives 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 as Annex 2
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 $5,500,000, plus related financing costs, and in substantially the form attached hereto
with such changes as may be approved by the Authorized Representatives, for the acquisition
of the Property and financing of the acquisition of the Property.
Section 3. The Local Agency hereby authorizes the acquisition of the Property as agent
of the Corporation in accordance with the terms and provisions of the Local Agency Financing
Contract.
Section 4. The Authorized Representatives are hereby authorized to execute and
deliver to the Office of State Treasurer all other documents, agreements and certificates, and to
take all other action, which they deem necessary or appropriate in connection with the financing
of the Property, including, but not limited to, any amendment to the NOI and agreements
relating to initial and ongoing disclosure in connection with the offering of securities related to
the financing.
Section 5. This resolution shall become effective immediately upon its adoption.
PASSED BY THE CITY COUNCIL, signed and approved this day of , 2013.
Micah Cawley, Mayor
ATTEST:
City Clerk
MEMORANDUM
To: Honorable Mayor and Members of the Yakima City Council
From: Tony O'Rourke, City Manager
Date: May 14, 2013
RE: Proposed Expansion of Assigned Police Vehicle Program
The City of Yakima is committed to providing a safe and secure environment for its
residents, businesses, and visitors. Unfortunately, random acts of gang violence,
property crime and auto theft have undermined the public's sense of security in Yakima
despite the fact that the crime index per capita in Yakima has been reduced by over
50% since 1990. Based on the 2012 Citizen Survey, only 26% of Yakima residents feel
safe from being a victim of a violent crime, and only 50% feel safe in their
neighborhoods after dark.
To ensure healthy and vital neighborhoods free of crime, the City has increased its
Gang Free Initiative partnerships and scope, created a second five -member gang unit,
initiated a full-time summer police bike patrol, increased lighting and surveillance
measures at key parking portals at the Greenway, added officers to the Violent Crime
Task Force and School Resource Officer program, and hired a full-time crime analyst to
enhance police intelligence and productivity.
To further increase police productivity, visibility, and community safety, the Chief of
Police, Yakima Police Patrolman's Association, and myself have collaborated on the
proposed expansion of the Assigned Police Vehicle (APV) program for City Council
review and consideration.
Assigned police vehicles are currently prevalent throughout the United States and share
several features. Typically, APV programs allow sworn police officers to travel to and
from their home to work. The initial benefits of the assigned police vehicles include:
1. Enhanced police presence in the community.
The greater visibility of police resulting from an increased number of
marked police vehicles on the streets will serve to increase Yakima's
citizens sense of security, and create the profile of a significant police
presence in the community. On a typical police shift, 4 to 17 marked
police vehicles are in the community. Based on an assigned police
vehicle program, the number would increase to 74, which represents a
435% increase over the maximum number of marked units currently in the
community at any one time.
2. Crime Deterrence
The significant increase of additional marked police vehicles in Yakima
neighborhoods, shopping centers, downtown, school zones, and
recreational areas signals the presence of police officers. This presence
will clearly have a "chilling" or deterrent effect upon individuals or gangs
contemplating committing a crime.
3. Improved police response times
By using marked police vehicles for off duty purposes, Yakima police
officers will be available to respond more quickly to emergencies given
they do not have to travel to the Police Department's central downtown
location to gain access to their vehicles and equipment. This valuable
time savings can prove critical in emergency circumstances.
4. Community relations
By increasing the presence of Yakima police officers, the public will have
both greater visibility and accessibility to them. This greater public contact
and involvement will increase public communications and mutual respect.
5. Supplement on -duty police force
The current on -duty patrol shifts will be greatly supplemented by off-duty
officers in their marked vehicles. Instead of a standard 4 to 17 person
shift, there could be up to 74 patrol officers on the streets of Yakima,
thereby adding extra eyes, ears, and hands for emergency situations or
providing a critical back-up for on -duty officers in dangerous situations.
6. Reduced vehicle unit cost
A number of assigned patrol vehicle studies have documented the fact
that assigned vehicles versus pool vehicles have longer useful lifespan
and lower maintenance and operating costs. With one operator,
responsibility and accountability for proper vehicle care and maintenance
is clearly fixed, unlike a pool vehicle.
7. Enhanced police productivity
On average, each officer spends 30 minutes per shift checking in and out
their patrol pool vehicles, as well as, loading and unloading their
equipment, paperwork and weapons. For Yakima, this represents
approximately 450 hours per month or the equivalent of 2.5 patrol officers
per year.
8. Greater police morale
The police patrol vehicle is an officer's office. Can you imagine having to
pack and then unpack your office after each workday? In addition, most
patrol vehicles are sedans. Most of our officers are above average in size.
Their physical stature, coupled with the radio, computer, files and
weapons in their vehicles make them very cramped. Now compound that
by a 10 hour shift driving. Under the proposed assigned police vehicle
program, officers will get to select between a police sedan or SUV. The
vast majority of patrol officers want an SUV to work and drive in. By
meeting their needs, officer morale, productivity, and job satisfaction will
increase.
The City of Yakima has been engaged in assigned police vehicles for at least 20 years.
The City currently assigns about 60 vehicles to police command staff and officers in
specialty positions (e.g. detectives, gang unit, transit officer, traffic unit, housing officer,
SRO's and K-9 officers). Thirty-one of the 60 currently assigned vehicles are assigned
to patrol (24 marked and 7 unmarked). The goal of expanding the existing police
assigned vehicle program is to include all police patrol officers. This will require the
purchase of 74 additional vehicles at a total cost of $4,780,254 or $796,709 annually for
six years. Based on the attached financial analysis, the capital cost of purchasing 74
patrol vehicles is offset by the historical capital investment annually for police patrol
vehicles ($425,000), coupled with the projected costs savings of not providing a
traditional annual cost of living adjustment to the police officers. Eliminating a YPPA
COLA adjustment for FY 2013 and FY 2014, would save the City approximately
$800,000 annually.
Over the past decade, police officers have averaged an annual 3.7% cost -of -living
adjustment. Assuming the elimination of a more conservative 3% COLA for the next
two years, this represents a compounded savings of $4,441,470 over the next six years,
or the expected life of the new assigned police vehicles. In addition, the City expects to
generate approximately $219,000 in police productivity or the full time equivalent of 2.5
patrol officers by eliminating the average 30 minutes patrol officers spend checking
out/in patrol pool vehicles and loading/unloading equipment for their pool vehicle per
shift. In summary, the APV program pays for itself through the YPPA eliminating its
cost of living adjustments and enhanced police productivity. The YPPA has committed
to memorializing their willingness to eliminate a cost -of -living adjustment in FY 2014 and
FY 2013, subject to City Council approval of the expanded APV program (see attached
memo from YPPA President).
Financing Method
To finance the proposed $4,780,254 investment in 74 additional police patrol vehicles,
staff intends to utilize the State of Washington Capital Asset Lending Program.
The Washington State Treasurer's Office administers an equipment financing tool for
local governments titled Local Option Capital Asset Lending (LOCAL). The basic
premise of the program is that the state consolidates local government financing needs,
issues bonds twice a year and purchases equipment then leases the equipment to the
local government. The City has used this program recently for the purchase of fire
apparatus. It is a low cost option for the City because we get interest rates based on
the state's credit rating (Moody's Aa2) versus the City of Yakima's credit rating of A+
and share the bond issuance costs among all participants in the pooled financing. Our
completed request for financing must be submitted by June 20 for funding available in
August, or by January 10 for funding available in March. The annual debt service of
about $797,000 was calculated assuming we borrowed $4,539,900 in August 2013 at
1.5% interest, and repay it over the 6 -year estimated life of the cars starting in FY 2014.
Should Council agree to this program, the next stop will be for staff to bring a bond
ordinance authorizing all the appropriate documentation as required by the State
Treasurer at the next meeting on June 4 so that we can meet the June 20 deadline.
Proposed Assigned Police Vehicle Use Policy
To ensure the best and most appropriate use of the APV program, assigned police
vehicles will be subject to the attached policy, which includes the following key
elements.
• Assigned police vehicles can only be driven by sworn officers of the Yakima
Police Department.
• Any officer assigned a police vehicle after 1/1/14 must reside in Yakima
County and within 10 linear miles of the City. This is consistent with currently
assigned police vehicles.
• While off duty, officers will monitor the police radio.
• Members of the officer's immediate family and friends over the age of 18 may
ride with an officer while off duty. The occupants of the patrol vehicle are all
covered by the City's insurance.
• When off duty, officers must be armed and carry their police badge.
• While the police vehicle is unattended all radio, firearms, and other weapons
shall be secured and locked in a separate compartment or trunk.
• Off duty officers operating a police vehicle will ensure they are always
appropriately dressed.
• APV will not be operated after an officer has ingested any amount of alcohol
or drug that impairs their abilities.
• Assigned patrol vehicles must be parked in driveways, not garages, to ensure
maximum public visibility.
Based on the empirical results of numerous cities, and my own personal experience in
implementing an assigned police vehicle program, I strongly recommend the City
Council approve the acquisition of 74 additional marked police patrol vehicles for FY
2014 based on the benefits of increased community security, crime deterrence, and
police productivity.
Finally, I would like to thank the YPPA and its police officer members for their
willingness to eliminate a cost of living adjustment for the next two years to ensure the
financial contribution necessary to expand the assigned police vehicle program to all
Yakima police officers. This is the kind of unselfish and "win-win" commitment that will
ensure Yakima's future is better and safer than in the past.
Administration
Fire Suppression
Fire & Life Safety
Division
Investigation
Division
Training
Communications
City of Yakima Fire Department (509)575-6060
401 North Front Street, Yakima, WA 98901 Fax (509)576-6356
www. yakimafire. corn
MEMORANDUM
May 16, 2013
TO: Public Safety Committee
FROM: Dave Willson, Fire Chief
SUBJECT: Proposed SCBA Purchase
Earlier this year, it was brought to my attention that the MSA budget of $12,000 has been
overspent by over $19,000. The cause of this overrun was the poor condition of the first
stage regulators and other parts that needed repair or replacement. Sea Western
technicians were hired to complete flow tests and make repairs. The amount of the
overrun in the MSA budget will be compensated this year by a reduction in the PPE
budget. The Self Contained Breathing Apparatus and high pressure bottles will have to be
replaced within the next five years due to age and mandatory equipment retirement
statutes.
In a regular meeting with the City Manager I informed him that I was going to be over
budget in the MSA budget by 100% due to the condition of the air packs and I would need
an increase in the MSA repair budget line for 2014. The City Manager asked me to get an
estimate of replacing the breathing apparatus rather than doubling the repair bill each
year. This research resulted in the City Manager authorizing a study to purchase new
SCBA's up to a cost of $500,000.
Purchasing new Self Contained Breathing Apparatus will have a positive impact on the
Yakima Fire Department in the following ways:
• The cost of repairing our ageing air packs is substantially greater each year; this
increase is impacting other areas of our budget.
• This is a Department infrastructure improvement that will allow us to concentrate
future grants and expenditure planning on other areas such as radios, TIC's, MDC's
etc.
• The purchase of new generation packs which will improve safety of our firefighters
by incorporating new mandatory safety features in Breathing Apparatus.
• Purchasing MSA brand Breathing Apparatus will facilitate interoperability with all
surrounding departments which use and maintain the same brand of equipment.
Chief Soptich facilitated input from the shift personnel on which brand SCBA was
preferred. For performance, interoperability, and budgetary reasons MSA Breathing
Apparatus was chosen.
We would be purchasing the new generation of air packs which will cost over $1000 per
pack more than the 2007 standard SCBA. To facilitate this increased cost we will only
order the amount of new bottles along with the packs that would keep us under our
$500,000 ceiling. Nearly 85% of our bottles are still operational for another 5 years and
would be interchangeable with the new MSA Breathing Apparatus. The remainders of the
current air bottles are serviceable for 10 years. This will give us a large amount of spare
bottles that can be transported on a first response apparatus in case the air truck does not
respond on the first call.
State of Washington
Office of the State Treasurer
LOCAL OPTION
CAPITAL ASSET LENDING
(LOCAL)
August 22, 2013
City of Yakima
Lease Number
0857-4-1
State of Washington
Certificates of Participation
Series 2013D
City of Yakima
Table of Contents
NOTICE OF INTENT
Notice of Intent
RESOLUTIONS
Form of Authorizing Ordinance
Certificate of Authorizing Ordinance
Certificate Designating Authorized Agency Representatives
Form of Reimbursement Resolution
Opinion of Local Agency Counsel
Incumbency Certificate
FINANCING
Local Agency Financing Contract (Signature Page)
Local Agency Financing Contract
Personal Property Certificate(s)
PAYMENT SCHEDULE
Agency Payment Schedule (Exhibit 2A)
MISCELLANEOUS
Local Agency Tax Certificate
Notice of Intent
State of Washington LOCAL(Local Option Capital Asset Lending)
Local Government Information
County: _Yakima_
Legal Name: _City of Yakima
Contact Person: _Tara Lewis_
Address: 129 N 2°d St Yakima WA
Phone: _509-576-6639 Fax: 509-576-6364
Would you prefer to receive financing documents (check one):
MCAG No.: _0857_
Title: Financial Services Manager_
Zip: _98901_
E-mail: tara.lewis@yakimawa.gov_
❑ Already have financing documents
® MS Word 6.0 by e-mail ❑ 3.5" disk — Word 97 by U.S. mail ❑ Hard copy by U.S. mail
Property (Real Estate or Equipment)
Property description (include quantity, if applicable): A) 74 (seventy-four) police cars and B) 70 Air packs (breathing
D
apparatus)
Total cost: $ 5,100,000Maximum amount to finance: $5,500 ,000
Finance term: 6 years/Useful life: 6 years Desired financing date: August 21, 013
Purpose of property (Please be specific and include dept. of use): 1) Police Dept. - The 74 police cars will be assigned to
individual police officers. In the past, officers shared vehicles between shifts. This will extend the expected life of the car
and make them more visible to the community. 2) The airpacks are required for entering burning structures.
If real estate, the Real Estate Worksheet: ❑ Is attached ❑ Will be provided by (date) _
If equipment, will the property purchase price be paid with: ❑ program proceeds or ® general funds to be reimbursed
from program proceeds? If general funds are to be used, include a copy of the local agency's reimbursement resolution
with the financing documents.
Security Pledge
❑ Voted general obligation of local government ® Non -voted general obligation of local government
Other Information --
Approximate population: (not required for cities and counties).
If any of the following apply, please provide a complete discussion on a separate page:
® Yes ❑ No Does the local government use registered warrants, interfund loans or other cash flow borrowing?
❑ Yes ® No Is the local government a party to significant litigation?
® Yes ❑ No Is this a reimbursement? If yes, date funds spent — funds will be spent from General Funds and
reimbursement request made subsequently.
We are not required to submit the Credit Form because
Has local government received a bond rating in the last two years? ® Yes ❑ No Bond rating(s): A+
(attach rating agency letter)
By executing this Notice of Intent, the local agency acknowledges, agrees to and accepts its designation and appointment as the agent of the nominal
lessor in connection with the acquisition of the project. By executing this Notice of Intent, the local agency further acknowledges and agrees that
certificate counsel and any other special counsel to the state in connection with the authorization, issuance and delivery of the certificates and the
related financing documents shall not be acting, and shall not be deemed to act, as counsel to the local agency, nor shall any attorney-client
relationship exist or be deemed to exist between such counsel and any participating local agency in connection with such matters.
Submitted by: Cindy Epperson Title: Director of Finance and Budget
Signature: Date: (Q /i
i
(3
ORDINANCE NO. 2013-024
AN ORDINANCE of the City of Yakima. Authorization for 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 attached hereto as Annex 1 (the "NOI"), in relation to
the acquisition of and the financing of the acquisition of the Property, as defined below, under
the provisions of RCW ch 39.94; and
WHEREAS, it is deemed necessary and advisable by the City Council of the Local
Agency that the Local Agency acquire the equipment and/or personal property identified on
Annex 1 attached hereto ("Property"); and
WHEREAS, it is deemed necessary and advisable by the City Council of the Local
Agency that the Local Agency enter into a Local Agency Financing Contract with the Office of
the State Treasurer, in the form attached hereto as Annex 2 (the "Local Agency Financing
Contract"), in an amount not to exceed $5,500,000, 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 Annex 3 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");
BE iT ORDAINED BY THE CITY OF YAKIMA:
Section 1, The individuals holding the offices or positions set forth in Annex 3 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 Representatives 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 as Annex 2
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 $5,500,000, plus related financing costs, and in substantially the form attached hereto
with such changes as may be approved by the Authorized Representatives, for the acquisition
of the Property and financing of the acquisition of the Property.
Section 3, The Local Agency hereby authorizes the acquisition of the Property as agent
of the Corporation in accordance with the terms and provisions of the Local Agency Financing
Contract.
Section 4. The Authorized Representatives are hereby authorized to execute and
deliver to the Office of State Treasurer all other documents, agreements and certificates, and to
take all other action, which they deem necessary or appropriate in connection with the financing
of the Property, including, but not limited to, any amendment to the NOI and agreements
relating to initial and ongoing disclosure in connection with the offering of securities related to
the financing.
Section 5. This resolution shall become effective immediately upon its adoption.
PASSED BY THE CITY. COUNCIL, signed and approved this 4th day of June, 2013.
4246,
Micah'awley, Mayor
ATTEST:
Certificate of Authorizing Ordinance
I, the undersigned, Clerk of the City of Yakima (the "Local Agency"), DO HEREBY CERTIFY:
^, 1. That the attached Ordinance No. 2013-024 (herein called the "Ordinance") is a true and
correct copy of a Ordinance of the City of Yakima adopted/passed at a regular of the City Council held
on the 4th day of June, 2013, and duly recorded in my office;
2. That said meeting was duly convened and held in all respects in accordance with law; and to
the extent required by law, due and proper notice of such meeting was given; that a quorum of the City
Council was present throughout the meeting and a legally sufficient number of members of the City
Council voted in the proper manner for the adoption/passage of the Resolution/Ordinance;
3. That all other requirements and proceedings incident to the proper passage of the Ordinance
have been duly fulfilled, carried out and otherwise observed;
4. That the Ordinance remains in full force and effect and has not been amended, repealed or
superseded; and
5. That I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand as of this I .1day of June, 2013.
[SEAL]
Certificate Designating Authorized Agency Representatives
I, Sonya Claar-Tee, City Clerk of the City of Yakima (the "Local Agency"), hereby certify that,
as of the date hereof, pursuant to Resolution No. 2013- 069 Ordinance No. 2013- 024, 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 three following
signature(s) [is/are] required on each of the aforementioned documents in order to consider such
documents executed on . ehalf of the al Agency:
(signature)
Dated this 4th day of June, 2013.
Tony O'Rourke, City Manager
Cindy Epperson, Director of Finance and Budget
Tara Lewis, Financial Services Manager
Oaal
City Clerk
City of Yakima, WA
SUBSCRIBED AND SWORN TO before me th•
is t c -day of June, 2013.
STATE OF WASHINGTON
MICHELLE L WILTS Y
NOTARY PUBLIC
• cotAiy1 SSlON EXPIRES
MARCH 15, 2014
By:
N i i '•' PUBLI an ' for the State
of !ash i gton, residing at:
111'1 rjr-
Printed Name: ISEL - f l( -r5
My Commission Expires:-�-,1
A RESOLUTION
RESOLUTION NO. 2013-069
authorizing and directing the Director of Finance and Budget to reimburse
expenditures arising from the purchase of 74 (seventy-four) police
vehicles and 70 (seventy) airpacks with the proceeds of a financing
contract to be entered into with the Office of the State Treasurer.
Section 1. The City of Yakima (the "Local Agency") reasonably expects to reimburse
the expenditures described herein with the proceeds of a financing contract to be entered into
by the Local Agency (the "Reimbursement Obligation").
Section 2. The expenditures with respect to which the Local Agency reasonably
expects to be reimbursed from the proceeds of Reimbursement Obligations are for the purchase
of 74 (seventy-four) police vehicles and 70 (seventy) MSA Breathing Apparatus units and any
expenditure related thereto.
Section 3. The expenditures with respect to which the Local Agency reasonably
expects to be reimbursed from the proceeds of Reimbursement Obligations will be made from
the Police Capital Fund — equipment purchase for the Yakima Police Department and the Fire
Capital Fund — equipment purchases for the Yakima Fire Department.
Section 4. The maximum principal amount of Reimbursement Obligations expected to
be issued for the property described in Section 2 is $ 5,500,000.
ADOPTED BY THE CITY COUNCIL this 4th day of June, 2013.
Micah wley Mayor
LEGAL DEPARTMENT
200 South Third Street
Yakima, Washington 98901-2830
June 12, 2013
Ellen Evans, Deputy State Treasurer
Lease Purchase Program
Office of the State Treasurer
P.O. Box 40200
Olympia, WA 98504-0200
Re: State of Washington Certificates of Participation, Series 2013A
Dear Ms. Evans:
We represent the City of Yakima with respect to the above -referenced financing. In connection
with the execution and delivery by the City of Yakima of the Local Agency Financing Contract,
enclosed herewith is an executed copy of our opinion letter dated August 22, 2013. You are to
hold the opinion letter in escrow until August 22, 2013 at which time, unless you are otherwise
instructed by me in writing, the opinion letter may be considered released and shall become
effective.
Please contact me with any questions.
Very truly yours,
eff�Cutter
City Attorney
JC/pm
Enclosure
Civil Division (509) 575-6030 • Prosecution Division (509) 575-6033 • Fax (509) 575-6160
Yakima
1994
LEGAL DEPARTMENT
200 South Third Street
Yakima, Washington 98901-2830
Equipment
-- August 22, 2013
City of Yakima
129 North Second Street
Yakima, WA 98901
State of Washington
Office of the State Treasurer
P.O. Box 40200
Olympia, WA 98504-0200
Washington Finance Officers Association
1200 Fifth Avenue, Ste. 1300
Seattle, WA 98101
Ladies and Gentlemen:
I have acted as counsel to the City of Yakima (the "Local Agency") in connection with the
execution and delivery by the Local Agency of the Local Agency Financing Contract, dated
August 22, 2013 (the "Local Agency Financing Contract") by and between the state of
Washington (the "State") and the Local Agency. As the City's legal counsel, I offer the
following opinion:
1. Ordinance No. 2013-024 and Resolution No. 2013-069, approving the execution and
delivery of the Local Agency Financing Contract, were duly passed and adopted by the
City Council, the governing body of the Local Agency, on June 4, 2013 during a regular
meeting of the Yakima City Council that was duly called and held in conformity with the
law.
2. The Local Agency Financing Contract has been duly authorized, executed and delivered
and, assuming the due authorization, execution and delivery by the other parties thereto,
constitutes a legal, valid and binding obligations of the Local Agency, enforceable in
accordance with its terms, subject only to bankruptcy, insolvency, moratorium,
arrangement, reorganization and similar laws affecting creditors' rights, applicable
equitable principles and the application of judicial discretion in appropriate cases.
I understand that agency installment payments to be made by the Local Agency under the Local
Agency Financing Contract will constitute a portion of the source of payment and security for
Civil Division (509) 575-6030 • Prosecution Division (509) 575-6033 • Fax (509) 575-6160
Washington Finance Officers Association
August 22, 2013
Page 2
installment payments to be made by the State to the Corporation under a Master Financing
Contract between the State and the Corporation and that certificated interests in such installment
payments will be offered to purchasers thereof by means of an official statement prepared by the
State. I have neither reviewed nor participated in the preparation of such official statement and
express no opinion regarding the adequacy or accuracy (under federal securities laws or
otherwise) of any information presented therein.
'" Very truly yours,
6447-
J
utter
City Attorney
LEGAL DEPARTMENT
200 South Third Street
Yakima, Washington 98901-2830
Equipment
August 22, 2013
City of Yakima
129 North Second Street
Yakima, WA 98901
State of Washington
Office of the State Treasurer
P.O. Box 40200
Olympia, WA 98504-0200
Washington Finance Officers Association
1200 Fifth Avenue, Ste. 1300
Seattle, WA 98101
Ladies and Gentlemen`
I have acted as counsel to the City of Yakima (the "Local Agency") in connection with the
execution and delivery by the Local Agency of the Local Agency Financing Contract, dated
August 22, 2013 (the "Local Agency Financing Contract") by and between the state of
Washington (the "State") and the Local Agency. As the City's legal counsel, I offer the
following opinion:
1. Ordinance No. 2013-024 and Resolution No. 2013-069, approving the execution and
delivery of the Local Agency Financing Contract, were duly passed and adopted by the
City Council, the governing body of the Local Agency, on June 4, 2013 during a regular
meeting of the Yakima City Council that was duly called and held in conformity with the
law.
2. The Local Agency Financing Contract has been duly authorized, executed and delivered
and, assuming the due authorization, execution and delivery by the other parties thereto,
constitutes a legal, valid and binding obligations of the Local Agency, enforceable in
accordance with its terms, subject only to bankruptcy, insolvency, moratorium,
arrangement, reorganization and similar laws affecting creditors' rights, applicable
«.. equitable principles and the application of judicial discretion in appropriate cases.
I understand that agency installment payments to be made by the Local Agency under the Local
Agency Financing Contract will constitute a portion of the source of payment and security for
Civil Division (509) 575-6030 • Prosecution Division (509) 575-6033 • Fax (509) 575-6160
State of Washington Office of the State Treasurer
August 22, 2013
Page 2
installment payments to be made by the State to the Corporation under a Master Financing
Contract between the State and the Corporation and that certificated interests in such installment
payments will be offered to purchasers thereof by means of an official statement prepared by the
State. I have neither reviewed nor participated in the preparation of such o fficial statement and
-- express no opinion regarding the adequacy or accuracy (under federal securities laws or
otherwise) of any information presented therein.
Very truly yours,
...
etbg.
7 f utter
City Attorney
Incumbency Certificate
I, Sonya Claar Tee, City Clerk for the. City of Yakima, County of Yakima, Washington,
do hereby certify that the following is a true and correct listing of City Council for the City of
Yakima and their terms of office:
Micah Cawley 12-31-2013
Maureen Adkison 12-31-2015
Sara Bristol 12-31-2015
Kathy Coffey 12-31-2015
Rick .Fnsey 12-31-2015
Dave Ettl 12-31-2013
Bill Lover 12-31-2013
Dated this 12th day of June, 2013.
Sonya Claar Tee, City Clerk
Annex 2 to Authorizing Resolution (Equipment)
LOCAL AGENCY FINANCING CONTRACT, SERIES 2013D
(Equipment)
This Local Agency Financing Contract, Series 2013D the "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 City of Yakima, a City of the State (the "Local Agency").
RECITALS
WHEREAS, certain State agencies (as defined in Appendix I hereto, "State Agencies") are authorized
to acquire real and personal property used or needed by such State Agencies through Agency Financing
Contracts entered into pursuant to Chapter 356, Laws of Washington, 1989, codified as Chapter 39.94 of
r., the Revised Code of Washington (the "RCW"), as supplemented and amended (the "Act"); and
WHEREAS, Chapter 291, Laws of Washington, 1998 supplemented and amended the Act to authorize
the State to enter into Agency Financing Contracts on behalf of certain local agencies (as described
therein, "Local Agencies"), including the Local Agency, to finance the acquisition of real and personal
property by such Local Agencies; and
WHEREAS, the State Treasurer has established a consolidated program providing for the execution and
-- delivery of certificates of participation in such Agency Financing Contracts, or in Master Financing
Contracts with respect thereto, in series from time to time in order to provide financing or refinancing for
the costs of acquisition of real and personal property by State Agencies and Local Agencies; and
WHEREAS, simultaneously with the execution and delivery hereof, the State is entering into a Master
Financing Contract, Series 2013D, dated as of the Dated Date (the "Master Financing Contract") with the
Washington Finance Officers Association, a nonprofit corporation duly organized and existing under and
by virtue of the laws of the state of Washington (the "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
WHEREAS, the State Treasurer and the Local Agency have determined that it is necessary and
desirable to enter into this Agency Financing Contract to provide financing or refinancing for the costs of
acquisition of certain items of personal property, described in Exhibit B hereto (the "Property"), by the
Local Agency; and
WHEREAS, the State Finance Committee has authorized the execution and delivery of this Agency
Financing Contract pursuant to Resolution No. 987 adopted on October 7, 2003; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been
performed precedent to and in connection with the execution and delivery of this Agency Financing
Contract do exist, have happened and have been performed in regular and due time, form and manner as
required by law, and the Parties hereto are now duly authorized to execute, deliver and perform their
respective obligations under this Agency Financing Contract;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for
other valuable consideration, the Parties hereto mutually agree as follows:
Section 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agency
Financing Contract shall have the respective meanings given such terms in Appendix I hereto.
Section 1.2 Notice of Intent; Personal Property Certificate: Certificate Designating Authorized Local
Agency Representative. The Local Agency has delivered a Notice of Intent to the State Treasurer in the
form of Exhibit A attached hereto and incorporated herein by this reference. In order to evidence its
acceptance of the Property financed and acquired pursuant hereto, the Local Agency has executed and
delivered herewith, 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 attached hereto and incorporated herein by this
reference. The Local Agency has delivered a Certificate Designating Authorized Agency Representatives
to the State Treasurer in the form of Exhibit C attached hereto and incorporated herein by this reference.
Said 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 said Certificate is
sufficient to bind the Local Agency under this Agency Financing Contract with respect to any of the
undertakings contemplated herein. The terms and provisions set forth in Appendix II hereto are
incorporated herein and made a part hereof by this reference.
Section 1.3 Installment Sale and Purchase of Property. The State hereby agrees to sell, assign and
convey, and does hereby sell, assign and convey to the Local Agency, and the Local Agency hereby
agrees to purchase, acquire and assume, and does hereby purchase, acquire and assume, from the State, all
of the State's right, title and interest in and to the Property and all proceeds and profits thereof and
therefrom, subject to the security interest created pursuant to Section 2.5 of Appendix II hereof, and the
Local Agency agrees to pay in consideration thereof the Purchase Price therefor and interest thereon and
the Additional Costs in accordance with Section 1.4 hereof, and all other amounts required to be paid by
TEMP
the Local Agency hereunder, all in accordance with the provisions of this Agency Financing Contract.
Section 1.4 Agency Installment Payments. In consideration of the sale of the Property and the
covenants and agreements of the State in this Agency Financing Contract, the Local Agency hereby
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 hereto, consisting of a
Principal Component and/or an Interest Component as set forth in such Exhibit; and (b) All Additional
Costs incurred by the State in connection with the sale of the Property to the Local Agency, the execution
and delivery of the Certificates, and the observance and performance of the Series 2013D Agreements,
within thirty (30) days following receipt of an invoice from the State with respect thereto which includes
(i) a brief description of each such 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 1.5 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 of Appendix II hereof.
•
STATE OF WASHINGTON
OFFICE OF THE STATE TREASURER
By
City of Yakima
as Local Agency
By
Designated Treasurer Representative Authorized Agency Representative
By
Authorized Agency Representative
APPENDIX II
LOCAL AGENCY FINANCING CONTRACT, SERIES 200_
.� (Personal Property)
(General Obligation/No nvoted)
ARTICLE
DEFINITIONS; CONSTRUCTION; MISCELLANEOUS PROVISIONS; SUPPLEMENTS
Section 1.1. Definitions, Construction, Miscellaneous Provisions, Supplements.
Capitalized terms used but not otherwise defined in this Agency Financing Contract shall have
the respective meanings given such terms in Part 1 of Appendix I of this Agency Financing
Contract, which is incorporated herein and made a part hereof by this reference. This Agency
Financing Contract shall be construed in accordance with the Rules of Construction set forth in
_ Part 2 of Appendix I of this Agency Financing Contract, which is incorporated herein and made
a part hereof by this reference. The miscellaneous provisions set forth in Part 3 of Appendix I are
incorporated herein and made a part hereof by this reference. This Agency Financing Contract
may be supplemented and amended from time to time in accordance with Part 4 of Appendix I of
this Agency Financing Contract, which is incorporated herein and made a part hereof by this
reference.
Section 1.2. Performance by Representatives. Any authority granted or duty imposed
upon the State Treasurer or the State hereunder may be undertaken and performed by the
Treasurer Representative. Any authority or duty imposed upon the Local Agency hereunder may
be undertaken and performed by the Authorized Agency Representative.
ARTICLE II
SALE AND PURCHASE OF PROPERTY
Section 2.1. Conditional Sales Contract; Master Financing Contract.
(a) Conditional Sales Contract. This Agency Financing Contract shall constitute a
"conditional sales contract" and a "Agency Financing Contract" within the meaning of the Act.
(b) Master Financing Contract. The Local Agency acknowledges and agrees that
this Agency Financing Contract is subject and subordinate in all respects to the terms and
provisions of the Master Financing Contract.
Section 2.2. Appointment of Agents; Acquisition of Property.
(a) Appointment of Agents. The Local Agency hereby ratifies, approves and
confirms, and accepts and agrees to, its designation and appointment as agent of the Corporation
in connection with the acquisition of the Property.
(b) Acquisition of Property. The Local Agency hereby agrees that (i) it has caused or
will cause the Property to be acquired, as agent for the Corporation, with all reasonable dispatch;
DOCSPNWI:34127.5
42248-21 MY2 1
(ii) 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 (iii) it will pay or cause to be paid the Costs
of Acquisition of the Property from funds available to it pursuant to this Agency Financing
Contract and the Master Financing Contract. The appointment of the Local Agency to act as
agent of the Corporation in connection with the acquisition of the Property is made and conferred
irrevocably by the Corporation, and shall not be terminated by any act of the Local Agency, the
State Treasurer or otherwise.
The Local Agency shall 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. It is intended by the Parties
hereto that 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 fmanced 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 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 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, may substitute for an item of Property acquired pursuant to this Agency
Financing Contract other personal property by filing with the State Treasurer (i) a certificate of
the Agency stating that such substitute Property (A) has a remaining useful life equal to or
greater than the Property for which it is being substituted; (B) 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; (C) is
free and clear of all liens and encumbrances except a first priority security interest in favor of the
Fiscal Agent, as assignee of the Corporation, under the Master Financing Contract; (D) is of
equal usefulness and value as the Property for which it is being substituted; (E) is essential to the
Agency's ability to carry out its governmental functions and responsibilities; and (F) is expected
to be used by such Agency immediately and for the term of this Agency Financing Contract; and
(ii) 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.
Section 2.3. Acquisition Fund. Pursuant to the Trust Agreement, the State Treasurer
shall establish the Acquisition Fund and make disbursements therefrom in accordance with the
provisions thereof and of the Master Financing Contract to pay the Acquisition Costs of the
Property on behalf of the Corporation. A portion of the proceeds of the sale of the Certificates
shall be deposited in the Acquisition Fund. Moneys on deposit in the Acquisition Fund shall be
invested by the State Treasurer as provided in the Trust Agreement. Disbursements from the
Acquisition Fund shall be made as provided in the Trust Agreement. The amount allocable to
each Agency shall be established by the State Treasurer and shall be an amount not to exceed to
DOCSPNW 1:34127.5
42248-21 MY2 2
the Acquisition Costs of its respective Property. 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.
^. If moneys in the Acquisition Fund allocable to the Local Agency shall not be 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 moneys of such Local Agency. Neither the State Treasurer nor the Corporation makes any
representation or warranty, either express or implied, that the moneys which will be deposited
into the Acquisition Fund allocable to the Local Agency will be sufficient to pay the Acquisition
Costs of the Property. The State Treasurer and the Corporation shall have no 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 State Treasurer or the Corporation 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.
The Fiscal Agent, as assignee of the Corporation, shall have no responsibility, liability or
obligation under the Master Financing Contract or otherwise with respect to the acquisition of
the Property or payment of the Acquisition Costs thereof.
Section 2.4. 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 or reimbursement to the
Local Agency for the Acquisition Costs thereof; provided; that the State Treasurer 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 Treasurer
or the Local Agency to evidence and confirm such transfer of title pursuant to this Agency
Financing Contract.
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
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 2.5. 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 pledged, granted,
assigned and conveyed to the Corporation a lien on and security interest in all right, title and
DOCSPNWI:34127.5
42243-21 MY2 3
interest of the State, whether now owned or hereafter acquired, in and to the Property and this
Agency Financing Contract, including without limitation the Agency Installment Payments and
all proceeds thereof. The Local Agency acknowledges and agrees to such pledge, grant,
assignment and conveyance, and hereby acknowledges 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 Agency Financing Contract, the Local Agency
hereby pledges, grants, assigns and conveys 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 Agency Financing Contract constitutes a security agreement.
The Local Agency acknowledges and agrees that each provision of this Agency Financing
Contract is also a provision of the security agreement.
The Local Agency further agrees that the Corporation may: (i) commingle Property
which comes into its possession; (ii) re -pledge such Property upon terms which impair the Local
Agency's right to redeem such Property; and (iii) require the Local Agency to assemble the
Property and make it available to the Corporation in a manner which is reasonably convenient to
both Parties. To the extent the Corporation is required for any reason to provide commercially
reasonable notice to the Local Agency, the State agrees that notice mailed by first class mail five
days before the event of which notice is given is commercially reasonable notice. The standard
by which the Corporation's rights and duties with respect to such security agreement shall be
measured is gross negligence or willful misconduct.
If required by the Corporation or the Fiscal Agent, as assignee of the Corporation, at any
time during the term of this Agency Financing Contract, the Local Agency will execute and
deliver to the Corporation or the Fiscal Agent, as the case may be, in form satisfactory to the
Corporation or the Fiscal Agent, such security agreements, financing statements and/or other
instruments covering the Property and all accessions thereto.
Section 2.6. 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 STATE AND the
Corporation MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, AND ASSUME 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, WARRANTIES OR GUARANTIES,
OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE
PROPERTY. IN NO EVENT SHALL THE STATE OR the Corporation BE LIABLE OR
RESPONSIBLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGENCY FINANCING
CONTRACT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR USE BY THE
LOCAL AGENCY OF THE PROPERTY.
DOCSPNW I :34127.5
42248-21 MY2 4
The State hereby grants, assigns and conveys 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 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.
No officer, employee or agent of any manufacturer, supplier or vendor is authorized to
waive or alter any term or condition of this Agency Financing Contract, and no manufacturer,
supplier or vendor shall in any way affect the Local Agency's duty to pay and perform its
obligations as set forth in this Agency Financing Contract.
ARTICLE III
AGENCY INSTALLMENT PAYMENTS; PAYMENTS BY STATE TREASURER; FULL
FAITH AND CREDIT OBLIGATION
Section 3.1. Agency Installment Payments. Each Agency Installment Payment shall
consist of a Principal Component and/or an Interest Component as set forth in Exhibit D to this
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 payable hereunder shall be paid to or upon the
order of the State Treasurer at such place as the State Treasurer shall direct in writing not less
than ten (10) Business Days prior to the Agency Installment Payment Date by electronic funds
transfer in lawful money of the United States of America. 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 Interest Component due hereunder, and then to the Principal Component due
hereunder.
-- Section 3.2. Sources of Payment of Agency Installment Payments.
(a) Local Agency Financing Contract. The Local Agency hereby 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 shall agree to make Installment Payments
for the acquisition of the Property for and on behalf of the respective Agencies, 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,
together with all other personal property to be acquired for and on behalf of the other Local
Agencies and the State Agencies, and interest thereon.
That portion of the Installment Payments that is 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 the Master Financing Contract. The obligation of the Local
Agency to make its Agency Installment Payments shall be a direct and general obligation of the
Local Agency to which the full faith and credit of such Local Agency is hereby pledged. The
DOCSPN W 1:34127.5
42248-21 MY2 5
State shall not be obligated to pay that portion of the Installment Payments that is allocable to the
Purchase Price of the Local Agency Property and interest thereon other than from Agency
Installment Payments paid by the respective Local Agencies, except as otherwise provided in the
Master 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 Agency Financing Contract, 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, including but not limited to leasehold excise taxes, sales and use
taxes, excise taxes, property taxes, and liquor control board receipts; provided, that the use of
any such revenues or amounts to make such payments is otherwise authorized or permitted by
State law. Such withholding shall continue until all such delinquent payments have been made.
Amounts withheld by the State Treasurer shall be applied to make any such payment due under
this Agency Financing Contract on behalf of the Local Agency, or to reimburse the State
Treasurer for any such payment made pursuant to Subsection 3.2(c) hereof. The Local Agency
hereby 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 Agency Financing Contract, the State Treasurer 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, defined below, on behalf of such Local
Agency within ten (10) 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 ten (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 hereunder, 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 is
hereby authorized and directed to 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 is hereby further
authorized and directed to remit each payment of Agency Installment Payments to the State
Treasurer or its assignee on each Agency Installment Payment Date and any Additional Costs
when due hereunder. Such payment shall be made from any legally available funds of the Local
Agency.
Section 3.3. Deposit and Investment of Agency Installment Payments. The Local
Agency hereby acknowledges and agrees that the Agency Installment Payments shall be
deposited in a special fund or funds maintained by the State Treasurer (the "Agency Installment
Payment Fund"). Payments of Agency Installment Payments from State Agencies shall be
separately accounted for from payments from Local Agencies. The Agency Installment
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EmD
Payments due on each Agency Installment Payment Date shall be at least sufficient, in the
-- aggregate, to make the Installment Payment next coming due under the Master Financing
Contract. Amounts in the Agency Installment Payment Fund, including investment earnings
thereon, shall be used and applied, trs4 to make the Installment Payment next coining due, and
thereafter, but prior to the next Agency Installment Payment Date, to .the extent that amounts
remain in such Fund after such Installment, Payment is made, to pay Additional Costs or for any
other lawful purpose of the State Treasurer. Amounts in the Agency Installment Payment Fund.
shall be invested in Qualified Investments, and shall be separately accounted for, but may be
commingled with other moneys on deposit with the State Treasurer solely for investment
purposes. The Local Agency shall have no right, title or interest in or to the amounts on deposit
from time to time in the Agency Installment Payment Fund.
Section 3.4. 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 Fiscal Agent, any Agency, and/or any other
Person, or for any other reason; provided, that nothing in this Section 3.4 shall be construed to
release or excuse the State from the observance or performance of its obligations hereunder. If
the State shall fail to observe or perform any such obligation, the Local Agency may institute
such legal action and pursue such other remedies against the State as the Local Agency deems
necessary or desirable, including, but not limited to, actions for specific performance, injunction
and/or the recovery of damages. .
Section 3.5. Assignments by the Corporation. The Local Agency acknowledges and
agrees that, concurrently with the execution and delivery hereof, the Corporation will
unconditionally grant, sell, assign, transfer and convey to the Fiscal Agent without recourse (i)
all of its rights to receive the Installment Payments under and pursuant to the Master Financing
Contract, (ii) all of its remaining right, title and interest in, to and under the Master Financing
Contract and this Agency Financing Contract, and in and to the Property (including any security
interest therein), including but not limited to its right to take all actions and exercise all remedies
under and pursuant to the Master Financing Contract, pursuant to the Master Assignment in
consideration for the payment by the Fiscal Agent 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 grant, sale, assignment, transfer and conveyance by the
Corporation is intended to be a true sale of the Corporation's right, title and interest, and that
upon such grant, sale, assignment, transfer and conveyance, the Corporation shall cease to have
any rights, duties or obligations under the Master Financing Contract or with respect to the
Property, and the Fiscal Agent shall thereafter have all the rights, duties and obligations of the
Corporation thereunder as if the Fiscal Agent had been the original party thereto, and, except
where the context otherwise requires, every reference therein to the Corporation shall be deemed
and construed to refer to the Fiscal Agent. Anything herein or therein to the contrary
notwithstanding, such grant, sale, assignment, transfer and conveyance shall not confer any
rights or impose any duties or obligations on the Fiscal Agent other than as expressly set forth in
the Trust Agreement and the Master Assignment.
Y
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ARTICLE IV
OPTIONAL AND MANDATORY PREPAYMENT OF AGENCY INSTALLMENT
PAYMENTS
Section 4.1. Optional Prepayment.
(a) The Local Agency may, at its option, prepay all or any portion of 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 Treasurer to prepay or defease the portion of its Installment Payments corresponding
thereto in accordance with Subsection 4.1(a) or 4.1(b) of the Master Financing Contract, and to
pay any Additional Costs in connection therewith.
(b) The Local Agency shall provide the State Treasurer with not less than 60 days'
prior written notice of its intention to prepay any of its Agency Installment Payments, which
notice shall specify the date of the date of such prepayment, and the amount and the Agency
Installment Payment Dates of the Agency Installment Payments to be prepaid. The State
Treasurer shall notify the Local Agency within fifteen (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 defeasance 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 Principal Components and Interest Components of the Agency Installment Payments due on
each Agency Installment Payment Date on and after the date of any prepayment pursuant to
Section 4.1 hereof, as set forth in Exhibit D hereto, 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)
hereof.
• Section 4.3. Discharge of Agency Financing Contract. All right, title and interest of
the State herein and all obligations of the Local Agency hereunder shall cease, terminate, become
void and be completely discharged and satisfied (except for the right of the State Treasurer and
the Fiscal Agent, as assignee of the Corporation, and the obligation of the Local Agency to have
the moneys and Government Obligations so set aside applied 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) moneys and/or
Government Obligations in accordance with Section 4.1 hereof; and (B) an Opinion of Counsel
to the effect that such actions are permitted hereunder, under the Master Financing Contract and
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under 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 and the Fiscal Agent 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 a "Local Agency" within the meaning of the Act, duly
organized and validly existing under the Constitution and laws of the state of Washington.
(b) The Local Agency is authorized under the laws of the state of Washington and its
Charter or other constituent document, if any, to enter into and perform its obligations under this
Agency Financing Contract.
(c) Neither the execution and delivery by the Local Agency of this Agency Financing
Contract, nor the observance and performance of the terms and conditions hereof, nor the
consummation of the transactions contemplated hereby, 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
Agency Financing Contract and the Master Financing Contract.
(d) The Local Agency has duly authorized, executed and delivered this Agency
Financing Contract.
(e) This Agency Financing Contract is a valid and binding obligation 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 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 such
Property during the term of this Agency Financing Contract.
(g)
The useful life of the Property is equal to or exceeds the term hereof.
(h) The obligations of the Local Agency under this 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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42248-21 MY2 9
(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 Agency Financing
Contract for the benefit of the Corporation or the Fiscal Agent, as assignee 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 a Local 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) Tax -Exemption. The Local Agency shall not make any use of the proceeds of this
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 Agency Financing Contract or the Certificates or of any other amounts, and shall
not take or refrain from taking any action, that would cause the Master Financing Contract or the
Certificates to be "federally guaranteed" within the meaning of Section 149(b) of the Code, or
"private activity bonds" within the meaning of Section 141 of the Code, or "hedge bonds" within
the meaning of Section 149 of the Code. To that end, for so long as any Agency Installment
Payments remain unpaid, the Local Agency, with respect to such proceeds and other amounts,
will comply with all requirements under such Sections and all applicable regulations of the
United States Department of the Treasury promulgated thereunder. The Local Agency will at all
times do and perform all acts and things permitted by law which are necessary or desirable in
order to. assure that the Interest Components of the Installment Payments will not be included in
gross income of the Owners of the Certificates for federal income tax purposes under the Code,
and will take no action that would result in such interest being •so included. The Local Agency
shall comply with the applicable provisions of the Tax Certificate and Agreement.
(d) Duties Imposed by Law. To the extent permitted by law, the covenants,
agreements and other obligations on the part of the Local Agency contained herein shall be
deemed and construed to be ministerial and non -discretionary duties imposed by law, and it shall
be the duty of the Local Agency and each and every public official to take such actions and to do
such things as are required by law in the performance of the official duties of such officials to
enable the Local Agency to observe and perform the covenants, agreements, terms, conditions
and other obligations contained herein to be observed and performed by the Local Agency.
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(e) Liens; Sale or -Disposal. The Local Agency shall not create, incur, assume or
suffer to exist 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 Allan 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
Agency Financing Contract, and any such attempted grant, sale, transfer, assignment, pledge,
conveyance or disposal shall be void.
(f) Performance. The Local Agency shall punctually pay the Agency Installment
Payments and any Additional Costs in strict conformity with the terms and provisions hereof,
and will faithfully observe and perform all the covenants, agreements, terms, conditions 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
e••••or permitted, or any such omission or refraining from doing anything, would or might be grounds
for acceleration or termination of this Agency Financing Contract. The Local Agency will not
terminate this 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. The Local Agency assumes the entire risk of loss, from any
and every cause whatsoever, to the Property.
(g) Further Assurances. The Local Agency will preserve and protect the rights of the
State Treasurer hereunder, and will warrant and defend such rights against all claims and
demands of all Persons. The Local Agency will promptly execute, make and deliver 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 Treasurer the rights
and benefits provided to it hereunder.
(h) Pledge of Funds and Credit of Local Agency. The obligations of the Local
Agency under this Agency Financing Contract constitute a debt and a general obligation of the
Local Agency, and a contracting of an indebtedness by the Local Agency, to which the full faith
and credit of the Local Agency are hereby pledged. If and to the extent authorized by law, the
Local Agency hereby covenants and agrees 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 the Local
Agency without a vote of its electors, to provide funds, together with other legally available
moneys, sufficient to make the Agency Installment Payments and the other payments required
under this Agency Financing Contract.
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(i) Use of Property. During the term of this 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) Notice of Nonpayment. The Local Agency shall give written notice to the State
Treasurer, the Corporation and the Fiscal Agent, as assignee of 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 the Agency Installment Payment due on such date, or any portion thereof.
(k) Financial Statements. The Local Agency shall prepare annual financial
statements and obtain audits thereof as required by law. Upon the Written Request of the State
Treasurer, the Local Agency shall provide the State Treasurer with a copy of its most recent
audited and unaudited financial statements.
(1) 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, thereof. 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 Subsection 5.2(q)
hereof; (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.
(m) 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 Agency Financing Contract.
(n) Location; Inspection. The Property will be located within the State. The State
Treasurer, the Corporation and the Fiscal Agent, as assignee of the Corporation, will be entitled
to inspect the Property during regular business hours upon at least one (1) Business Day's prior
notice. The Local Agency hereby acknowledges, and consents and agrees to, the right of the
State Treasurer, the Corporation and the Fiscal Agent to so inspect the Property.
(o) Impositions and Charges. If during the term of this 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
DOCSPNW 1:34127.5
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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 Treasurer 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 Treasurer or the Corporation
therefor as Additional Costs hereunder. If the State Treasurer or the Corporation pay any such .
— impositions or charges for which the Local Agency is responsible or liable hereunder, the Local
Agency shall reimburse the State Treasurer or the Corporation therefor as Additional Costs
hereunder. The Local Agency shall hold harmless the State Treasurer and the Corporation from
and against all such Impositions and charges during the term of this Agency Financing Contract.
(p) Risk of Loss; Damage; Destruction; Condemnation. The Local Agency assumes
all risk of loss of or damage to the Property from any cause whatsoever, and the obligation of the
Local Agency to pay the Agency Installment Payments or to perform any other obligation under
this 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 Subsection 5.2(1) hereof. If the Local Agency determines that
any item of Property is lost, stolen, destroyed or damaged beyond repair, the Local Agency will
either (x) replace the same with equipment of equivalent value and usefulness in good repair in
accordance with Subsection 2.1(c) hereof, or (y) prepay all of its obligations for Agency
Installment Payments and terminate its obligations hereunder in accordance with Subsection
4.3(b) hereof.
.0/111
311.
(q) 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 covering 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 Agency Installment Payments due
DOCSPNW 1:34127.5
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Ia.
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) shall name the State, the Corporation and the Fiscal Agent, as assignee of the
Corporation, 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, the Corporation and the Fiscal Agent as assignee of
the Corporation; and (D) may be provided in whole or in part through a funded program
of selfinsurance reviewed at least annually by an insurance actuary.
(iv) A certificate of insurance with respect to the required coverages shall be
provided by the Local Agency to the State Treasurer on or. prior to the date of delivery of
the Personal Property Certificate to the State Treasurer.
(v) The Local Agency will pay or cause to be paid when due the premiums for
all insurance policies required by this Section 5.2(q).
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 ten (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 thirty (30) days after written notice from the State Treasurer
or the Fiscal Agent 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 sixty (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
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
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(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 conditions on its part contained in this 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 Treasurer, with the prior written consent of the Fiscal Agent, 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 Treasurer Following Agency Default Event. Upon the
occurrence and continuance of an Agency Default Event, the State, at its option, 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) By written notice to the Local Agency and the Fiscal Agent, declare an amount
equal to all Agency Installment Payments to become due and payable hereunder, including but
not limited to the Interest Components thereof accrued and unpaid, to be immediately due and
payable, without further demand;
(c) 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 Agency Financing Contract; and
DOCSPN W I :34127.5
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(d) exercise any other rights or remedies it may have hereunder or under applicable
law.
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 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 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. No Local Agency Assignment.. 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 Agency Financing Contract. Any attempted grant, sale, assignment,
conveyance, pledge, hypothecation or security interest shall be void.
Section 7.2. 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 Agency Financing Contract or the exercise of rights or the
performance of duties of the State or the Corporation under this Agency Financing Contract, the
Master Financing Contract or the other Series 200 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 7.2 shall survive the final
payment of the Agency Installment Payments and the termination of this Agency Financing
Contract for any reason.
r
Ms.
ESI
r
Section 7.3. Third Party Beneficiaries. The Corporation and the Fiscal Agent, as
assignee of the Corporation, shall be third party beneficiaries of this Agency Financing Contract.
DOCSPN W 1:34127.5
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Section 7.4. Notices to Agency. The notice address for the Local Agency shall be as
set forth in the Notice of Intent.
DOCSPNW 134127_5
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TABLE OF CONTENTS
1-1
ARTICLE I DEFINITIONS; CONSTRUCTION; MISCELLANEOUS
PROVISIONS; SUPPLEMENTS 1
Section 1.1. Definitions, Construction, Miscellaneous Provisions,
Supplements 1
Section 1.2. Performance by Representatives 1
ARTICLE II SALE AND PURCHASE OF PROPERTY ,,,,, I
Section 2.1.
Section 2.2.
Section 2.3.
Section 2.4.
Section 2.5.
Section 2.6.
Conditional Sales Contract; Master Financing Contract .,1
Appointment of Agents; Acquisition of Property . -,,,,;,,1
Acquisition Fund.... 2
Title to the Property 3
Security Interests . 3
Disclaimer of Warranties 4
ARTICLE HI AGENCY INSTALLMENT PAYMENTS; PAYMENTS BY STATE
TREASURER; FULL FAITH AND CREDIT OBLIGATION 5
Section 3.1.
Section 3.2.
Section 3.3.
Section 3.4.
Section 3.5.
Agency Installment Payments 5
Sources of Payment of Agency Installment Payments .... 5
Deposit and Investment of Agency Installment Payments 6
No Set -Off 7
Assignments by the Corporation 7
ARTICLE IV OPTIONAL AND MANDATORY PREPAYMENT OF AGENCY
INSTALLMENT PAYMENTS ,..,.....,..:.,.,.., ,.�,.........,,,.,
Section 4.1.
Section 4.2.
Section 4.3.
ARTICLE V
8
Optional Prepayment
.4. me.- 8
Revision of Agency Installment Payments upon Optional
Prepayment ...,...,.,,,,.,,..,. :,. 8
Discharge of Agency Financing Contract
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS .., :.:::.... 9
Section 5.1.
Section 5.2.
ARTICLE VI
Representations and Warranties of the Local Agency.......,......,.,,,,,:, 9
Covenants and Agreements of the Local Agency ..............,..,,,,..,...:1Q
EVENTS OF DEFAULT; REMEDIES �.,14
Section 6.1.
Section 6.2.
Section 6.3.
Agency Event of Default 14
Rights of State Treasurer Following Agency Default Event ,....... 15
No Remedy Exclusive; Non -Waiver
ARTICLE VII MISCELLANEOUS PROVISIONS... ......... .. 16
DOCSPNW I :34127.5
42248-21 MY2
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TABLE OF CONTENTS
(continued)
Page
Section 7.1. No Local Agency Assignment 16
Section 7.2. Indemnification of State and the Corporation 16
Section 7.3. Third Party Beneficiaries 16
Section 7.4. Notices to Agency ........17
DOCSPNW 134127.5
42248-21 MY2
Personal Property Certificate
Name of Local Agency:
City of Yakima
Address:
129 N 2" 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, Tara Lewis does hereby certify, that [he/she] is an Authorized Agency Representative of the 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.
1.
PROPERTY INFORMATION
Description: 28 of 74 Police Vehicles
Various equipment and accessories
mounted in or upon the vehicles
Serial No.: See VIN numbers attached
Tag No.: See attached
Name of Vendor: See attached
Address:
Location of Property Acquired: Yakima Police Department, 200 S 3`d St., Yakima, WA 98901
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: 0 Vendor X City 0 County Treasurer ❑Other
Entity Name: Treasurer, City of Yakima
Disbursement Amount: $ 1,557,933.90
Method of Payment: X ACH 0 Wire 0 Check
ACH/Wire Instructions: SV 000 7122-03
Attached hereto are:
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.
Countersigned and
Approved for Payment:
Authorized Agency Re. resentative
Date:
Personal Property Certificate
Name of Local Agency:
City of Yakima
Address:
129 N 2°d 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, Tara Lewis does hereby certify, that [he/she] is an Authorized Agency Representative of the 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.
1.
PROPERTY INFORMATION
Description: 43 of 74 Police Vehicles
Various equipment and accessories
mounted in or upon the vehicles
Serial No.: See VIN numbers attached
Tag No.: See attached
Name of Vendor: See attached
Address:
Location of Property Acquired: Yakima Police Department, 200 S 3`d St., Yakima, WA 98901
Attached hereto are:
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: Q Vendor X City Q County Treasurer QOther
Entity Name: Treasurer, City of Yakima
Disbursement Amount: $ 1,526,381.50' V ,S
Method of Payment: X ACH Q Wire Q Check
ACH/Wire Instructions: Routing 125000574, Bank account ending 8372
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.
Countersigned and
Approved for Payment:
e.
Designated( tate'Treasurepresentative
Date:
1
A °rized Agtncy representative
Date: lip/ I
Personal Property Certificate.
Name of Local Agency:
City of Yakima
Address:
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, Tara Lewis does hereby certify, that [he/she] is an Authorized Agency Representative of the 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: 3 of 74 Police Vehicles Name of Vendor: See attached
Various equipment and accessories
mounted in or upon the vehicles
Serial No.: See VIN numbers attached
Tag No.: See attached
Address:
Location of Property Acquired: Yakima Police Department, 200 S 3`d St., Yakima, WA 98901
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: 0 Vendor X City 0 County Treasurer ❑Other
Entity Name: Treasurer, City of Yakima
Disbursement Amount: $ 205,127.12
Method of Payment: ACH deposit
ACH/Wire Instructions: Key Bank ABA 125000574, Account ending #8372
Attached hereto are:
1. 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.
Countersigned and
Approved for Payment:
Designated State Tr
Date:
tative.
II
Authorized Agency R tative
Date: 1,2 _//
Personal Property Certificate
Name of Local Agency:
City of Yakima
Address:
129 N 2°d 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, Tara Lewis does hereby certify, that [he/she] is an Authorized Agency Representative of the 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
Equipment and upfit for Police
Description: Name of Vendor: See attached
Vehicles
Address:
Serial No.: See VIN numbers attached
Tag No.: See attached
Location of Property Acquired: Yakima Police Department, 200 S 3rd St., Yakima, WA 98901
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: ❑ Vendor X City 0 County Treasurer :Other
Entity Name: Treasurer, City of Yakima
Disbursement Amount: $ 962,534.78
Method of Payment: ACH deposit
ACH/Wire Instructions: Key Bank ABA 125000574, Account ending #8372
Attached hereto are:
1. 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.
Countersigned and
Approved for Payment:
__-
Designate"
Designate" tate Treasurer'1 presentative
Date: ? Vt- S
`I l
1
Personal Property Certificate
Name of Local Agency:
City of Yakima
Address:
129 N 2" 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, Tara Lewis does hereby certify, that [he/she] is an Authorized Agency Representative of the 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
Equipment and upfit for Police
Description: Name of Vendor: See attached
Vehicles
Address:
Serial No.: See VIN numbers attached
Tag No.: See attached
Location of Property Acquired: Yakima Police Department, 200 S 3`d St., Yakima WA 98901
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: 0 Vendor X City ❑ County Treasurer :Other
Entity Name: Treasurer, City of Yakima
Disbursement Amount: $ 27,691.06
Method of Payment: ACH deposit
ACH/Wire Instructions: Key Bank ABA 125000574, Account ending #8372
Attached hereto are:
1. 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.
Countersigned and
Approved for Payment:
1
Personal Property Certificate
Name of Local Agency:
City of Yakima
Address:
129 N 2"d 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, Tara Lewis does hereby certify, that [he/she] is an Authorized Agency Representative of the 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 confines 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
Equipment and upfit for Police
Description: Name of Vendor: See attached
Vehicles
Address:
Serial No.: See VIN numbers attached
Tag No.: See attached
Location of Property Acquired: Yakima Police Department, 200 S 3'a St., Yakima, WA 98901
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: 0 Vendor X City 0 County Treasurer ❑Other
Entity Name: Treasurer. City of Yakima
Disbursement Amount: $ 20,695.92
Method of Payment: ACH deposit
ACH/Wire Instructions: Key Bank ABA 125000574, Account ending #8372
Attached hereto are:
1. 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.
hi 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.
Countersigned and
Approved for Payment:
Designate
Date:
tate Treasurer} epresentative
1
Personal Property Certificate
Name of Local Agency: City of Yakima
Address:
129 N 2"d 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, Tara Lewis does hereby certify, that [he/she] is an Authorized Agency Representative of the 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.
1.
PROPERTY INFORMATION
Equipment and upfit for Police
Description: Name of Vendor: See attached
Vehicles
Address:
Serial No.: See VIN numbers attached
Tag No.: See attached
Location of Property Acquired: YakimaPolice Department, 200 S 3rd St., Yakima, WA 98901
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: ❑ Vendor X City 0 County Treasurer ❑Other
Entity Name: Treasurer, City of Yakima
Disbursement Amount: $ 245,894.04
Method of Payment: ACH deposit
ACH/Wire Instructions: Key Bank ABA 125000574, Account ending #8372
Attached hereto are:
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.
Countersigned and
Approved for Payment:
Designated tateTttsurerI presentative
Date:'/
Personal Property Certificate
Name of Local Agency:
City of Yakima
Address:
129 N 2°d 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, Tara Lewis does hereby certify, that [he/she] is an Authorized Agency Representative of the 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
Airpacks and related equipment for
Description: Name of Vendor: Sea Western
Fire Department
Address:
Serial No.: NA, See attached detailed invoice
Tag No.: NA. See attached detailed invoice
Location of Property Acquired: Yakima Fire Department, 401 N Front St., Yakima, WA 98901
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT:
Disburse to: 0 Vendor X City 0 County Treasurer ❑Other
Entity Name: Treasurer, City of Yakima
Disbursement Amount: $ 493,741.68
Method of Payment: ACH deposit
ACH/Wire Instructions: Key Bank ABA 125000574, Account ending #8372
Attached hereto are:
1. 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.
Countersigned and
Approved for Payment:
Designated I4 e Treasurer-RRpriesentative
Date: r
1
— State of Washington
STATE FINANCE COMMITTEE
JAMES L. Mc[NTIRE, Chairman
State Treasurer
JAY R. INSLEE
Governor
BRAD OWEN
Lieutenant Governor
August 16, 2013
Tara Lewis, Financial Services Officer
City of Yakima
129 N. 2nd Street
Yakima, WA. 98901
Re: State of Washington Certificates of Participation, Series 2013D
74 Police Cars and 70 Airpacks
$4,632,792.64 of par financed for Lease No. 0857-4-1
Dear Ms. Lewis:
The Office of the State Treasurer has successfully financed the above referenced
transaction. The financing lease was included in the Certificates of Participation
(COPs) sold on August 6th, 2013 by competitive sale to Citigroup Global Markets Inc.
The All Inclusive Cost (AIC) of financing lease 0857-4-1 is 1.619%.
The lease amount financed is $4,632,792.64 and nets the City of Yakima $5,040,000 for
the cost of the project. Costs of issuance are reflected in the interest rate.
Under the provisions of the financing lease, the City of Yakima is obligated to pay to
the State fiscal agent, currently the Bank of New York Mellon on Decemberl, 2013, and
continue semi-annually thereafter.
Office of the State Treasurer
Legislative Building, P.O. Box 40200 • Olympia, Washington 93504-0200 • (360) 902-9000 • TTY Users: Call 711
FAX (360) 902-9045 • Home Pagc http:i;www.trc.wa.gov
Please ensure the new payment schedule (Attachment B) gets to the person responsible
to make the COP payments. Following the completion of the recorded documents a
transcript of the financing will be created for your agency. The recording and transcript
creation process can be lengthy and your agency should allow several months for
delivery of your final transcript. If you are not a self -treasurer, make sure the County
Treasurer receives this information.
A payment invoice should be posted on the Bank of New York Mellon website for the
City of Yakima to access approximately mid-May and mid-November. If the invoice
has not been posted by mid-May and mid-November the City of Yakima should contact
the Bank of New York Mellon, the current State fiscal agent. If you have questions
regarding the COP payment process, you may call the COP Financial Analyst, Shelly
= Sweeney at 360.902.9005. If you have further questions, please feel free to contact me
at 360-902-9022.
Sincerely,
James L. McIntire
Washington State Treasurer
Wendy Kan"anich
= Debt Program Administrator
cc: File
cc: Shelly Sweeney, COP Financial Analyst, Office of the State Treasurer
State of Washington
Date: 08/16/2013
Time: 12:39 pm
MEI
Agency Payment Schedule
Dated Date: August 22, 2013 Series: LP_2013D (WASCOP13D)
As of 08/22/2013
Treasury Management System
ReportiD: DMCOPPmtSched
— Agency: Yakima
Lease Number: 0857 - 4 - 1
— Fiscal Agent Account Number: YAK0857-4-1
Property: 74 Police cars and 70 air packs (breathing apparatus)
— Principal: 4,632,792.64 Term (Years): 6.00 Interest Rate: 1.61915 %
Number of Months Until 1st Payment: 4
County: Yakima County
Payment Scheduled Date Paid Principal
Number Due Date Payment Principal Interest Paid Principal Interest Balance*
- 1 12/01/2013 61,992.66 0.00 61,992.66
2 06/01/2014 796,534.21 710,032.82 86,501.39
3 12/01/2014 79,401.06 0.00 79,401.06
4 06/01/2015 807,455.02 728,053.96 79,401.06
— 5 12/01/2015 68,480.25 0.00 68,480.25
6 06/01/2016 818,708.44 750,228.19 68,480.25
7 12/01/2016 57,226.83 0.00 57,226.83
8 06/01/2017 834,248.89 777,022.06 57,226.83
9 12/01/2017 41,686.39 0.00 41,686.39
10 06/01/2018 854,571.00 812,884.61 41,686.39
11 12/01/2018 21,364.28 0.00 21,364.28
- 12 06/01/2019 875,935.28 854,571.00 21,364.28
Total 0857-4-1 5,317,604.31 4,632,792.64 684,811.67
* The Prepayment Price would include any unamortized costs of issuance, escrow fees, and the cost to fund the relevant escrow.
Agencies intending to prepay should contact the Office of the State Treasurer to receive prepayment amount.
The interest rate shown is calculated from the dated date, based on a 360 day year.
The Bank of New York Mellon will post on its Washington State website, on or about mid-May and mid-November, a statement for the
amount due on the first of the following month. The site address is https://washington.bnycorptrust.com/login jsp. The form to
request a password is also available there. If you provide an email address, the Bank of New York Mellon will notify you when each
statement is posted. If your agency is not a self -treasurer, payment is made through your county treasurer.
State of Washington
Date: 08/15/2013
Time: 2:53 pm
Sources and Uses
Dated Date: August 22, 2013 Series: LP_2013D (WASCOPI3D)
As of 08/22/2013
Treasury Management System
ReportID: DMCOPSourcesUses
—Agency: Yakima
Lease Number: 0857 - 4 1
—Property: 74 Police cars and 70 air packs (breathing apparatus)
County: Yakima County
Sources:
Par Amount: 4,632,792.64
Original Issue Premium (Discount): 432,957.28
Total Sources: 5,065,749.92
Uses:
Project:
Capitalized Interest:
Underwriter Cost:
Cost of Issuance:
Additional Proceeds**:
Total Uses:
5,040,000.00
12,763.77
12,986.15
0.00
5,065,749.92
** Additional proceeds result from rounding and will be held by OST and applied toward the interest
component on the next debt service payment due on this COP lease.
Local Agency Tax Certificate
(Equipment)
This Local Agency Tax Certificate is executed and delivered by the City of Yakima (the "Local Agency")
in connection with the Local Agency Financing Contract between the Local Agency and the State of Washington
(the "State"), dated as of August 22, 2013, (the "Local Agency Financing Contract"), under which the Local
Agency is obligated to make Agency Installment Payments, including principal components thereof in the
aggregate amount of $5,500,000 plus issuance costs allocable to the Local Agency (the "Obligations"). Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in the Local Agency Financing
Contract. The Local Agency certifies, covenants, warrants and represents as follows:
ARTICLE I. IN GENERAL.
1.1 The Local Agency. The Local Agency is a political subdivision duly organized and
existing under and by virtue of the laws of the State of Washington. The Local Agency has the general authority to
exercise the power of eminent domain in furtherance of its governmental purposes.
1.2 Purpose of Local Agency Tax Certificate. In the future, the State intends to cause the
execution and delivery of certificates of participation (the "Certificates") evidencing undivided and proportionate
interests in Installment Payments of the State payable under a Master Financing Contract. A portion of the principal
components of such Installment Payments are payable from the Obligations. The Local Agency is delivering this
Local Agency Tax Certificate to the State with the understanding that the State will rely in part upon this Local
Agency Tax Certificate in obtaining an opinion from bond counsel that the interest component of the Certificates is
excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of
1986.
1.3 Purpose of Financing. The Obligations are being issued to finance the costs of the
acquisition, construction, improvement and/or renovation of 74 (seventy-four) police vehicles and 70 (seventy)
MSA Breathing Apparatus units (the "Project"), as described in more detail in the Local Agency Financing
Contract.
1.4 'Definitions. Unless the context otherwise requires, the following capitalized terms have
the following meanings:
"Code" means the Internal Revenue Code of 1986 (including amendments thereto).
"Current Revenues." See Section 2.7 hereof.
"Governmental Unit" means any state, or political subdivision of a state, but excludes the United
States and its agencies or instrumentalities.
"Investment Property" means any security or obligation, any annuity contract, or any other
investment -type property, but does not include any Tax -Exempt Bond unless such obligation is a "specified
private activity bond" within the meaning of Section 57(a)(5)(C) of the Code.
"Nongovernmental Person" means any person or entity other than a Governmental Unit.
"Preliminary Expenditures" means architectural, engineering, surveying, soil testing, and similar
costs paid with respect to the Project in an aggregate amount not exceeding 20% of the Obligations.
NEr
However, Preliminary Expenditures do not include land acquisition, site preparation or similar costs
incident to the commencement of construction.
"Tax -Exempt Bond" means any obligation the interest on which is excluded from gross income for
federal income tax purposes pursuant to Section 103 of the Code or Section 103 of the Internal Revenue
Code of 1954, as amended (the "1954 Code"), and Title XIII of the Tax Reform Act of 1986, as amended,
as well as stock in a regulated investment company to the extent at least 95 percent of income to the
stockholder is treated as interest that is excludable from gross income under Section 103 of the Code.
ARTICLE H. TAX LIIVIITATIONS
2.1 Expenditure of Proceeds. For purposes of this Local Agency Tax Certificate, proceeds of
the Obligation will be treated as spent when they are used to pay for or reimburse disbursements by the Local
Agency that paid for (i) capital expenditures, (ii) any interest component of the Agency Installment Payments
through the later of three years after the date hereof or one year after the Project is placed in service, or (iii) initial
operating expenses directly associated with the Project (in aggregate amount not exceeding 5% of the Obligations).
-- The State has authorized the issuance of the Certificates to finance, among other things, the costs of the Project.
Absent written agreement by the State, all expenditures of proceeds of the Obligation will be made in respect of (a)
Preliminary Expenditures, (b) capital expenditures reimbursed in respect of payments made by the Local Agency
on or after the date which is sixty days prior to the date on which said authorization was adopted, or (c) other
payments made by the Local Agency on or after the date hereof. In connection with all expenditures described in
(b), the reimbursement allocation will be made no later than the later of 18 months after the date hereof or the date
on which the Project is placed in service, but in no event later than three years after the date of expenditure.
WNW
2.2 Governmental Bond Status. The Local Agency will not loan any of the proceeds of the
Obligations to one or more Nongovernmental Persons. The Local Agency will not allow more than 10% of
proceeds of the Obligations or more than 10% of the Project to be used directly or indirectly by any
Nongovernmental Person, other than as a member of the general public. A Nongovernmental Person will be treated
as "using" proceeds of the Obligations to the extent the Nongovernmental Person:
(i) borrows proceeds of the Obligations, or
(ii) uses the Project (e.g., as owner, lessee, service provider, operator or manager).
2.3 Change in Use. The Local Agency reasonably expects to use all proceeds of the
Obligations and all of the Project as set forth in Section 2.2 of this Local Agency Tax Certificate for the entire
stated term to maturity of the Obligations. Absent written agreement by the State, the Local Agency in fact will use
all proceeds of the Obligations and all of the Project as set forth in Section 2.2 of this Tax Certificate.
2.4 Federal Guarantee. The Local Agency will not directly or indirectly use or permit the use
of any proceeds of the Obligations or take or omit to take any action that would cause the Certificates to be
obligations that are "federally guaranteed" within the meaning of Section 149(b) of the Code. In furtherance of this
covenant, the Local Agency will not allow the payment of principal or interest with respect to the Obligations to be
guaranteed (directly or indirectly) in whole or in part by the United States or any agency or instrumentality thereof
The Local Agency will not use 5% or more of the proceeds of the Obligations to make or finance loans the payment
of principal or interest with respect to which is guaranteed in whole or in part by the United States or any agency or
instrumentality thereof.
2.5 No Refunding. Proceeds of the Obligations will not be used directly or indirectly to make
principal, interest or premium payments with respect to any obligation other than the Obligations.
2.6 No Hedge Bonds. The Local Agency reasonably expects that more than 85% of proceeds
of the Obligations will be expended for the purposes of the Obligations within three years.
2.7 Debt Service Funds. Payments of debt service on the Obligations generally are expected
to be derived from current revenues of the Local Agency in each year, and Current revenues are expected to equal
or exceed debt service on the Obligations during each payment period. Revenues actually used in less than six
months from the date first received to pay debt service on Obligations are referred to herein as "Current Revenues."
The account, or portion thereof, used by the Local Agency to pay debt service on the Obligations will be used
primarily to achieve a proper matching of revenues and debt service within each year. To the extent of Current
Revenues, such account in the aggregate will be depleted at least once a year except for a carryover amount not to
exceed the greater of the earnings on such account for the immediately preceding year or 1/12 of the debt service in
respect of the Obligations for the immediately preceding year. Current Revenues contributed to such account will
be spent within thirteen months after the date of such contribution, and any amounts received from the investment
or reinvestment of monies held in such funds will be expended within one year after the date of accumulation
thereof in any such fund. Current Revenues in such account shall be invested without regard to yield. Revenues
other than Current Revenues will not be invested in Investment Property with a yield exceeding the yield on the
Obligations.
2.8 No Other Replacement Proceeds. The Local Agency will not use any proceeds of the
Obligations directly or indirectly to replace funds of the Local Agency which are or will be used directly or
indirectly to acquire Investment Property reasonably expected to produce a yield that is materially higher than the
yield on the Obligations. The weighted average maturity of the Obligations does not exceed 120% of the expected
weighted average economic useful life of the Project.
2.9 No Expected Sale. It is not expected that the Project or any part thereof will be sold or
otherwise disposed of before the maturity date of the Obligations.
ARTICLE III.OTHER MATTERS
3.1 Expectations. The undersigned is an authorized representative of the Local Agency acting
for and on behalf of the Local Agency in executing this Local Agency Tax Certificate. To the best of the knowledge
and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change the
expectations as set forth herein, and said expectations are reasonable.
3.2 Amendments. Notwithstanding any other provision of this Local Agency Tax Certificate,
the Local Agency may amend this Local Agency Tax Certificate and thereby alter any actions allowed or required
by this Local Agency Tax Certificate if such amendment is signed by an authorized officer and is supported by
formal written agreement by the State.
3.3 Survival of Defeasance. Notwithstanding any provision in this Local Agency Tax
Certificate to the contrary, the obligation to comply with all requirements contained in this Local Agency Tax
Certificate shall survive defeasance or prepayment of the Obligations.
Date.
3.4 Effective Date. This Local Agency Tax Certificate is dated and effective as of the Dated
Dated: August 22, 20013
By
Cindy Eppers n,IlykAeeres\
rector of Finance and Budget
City of Yakima