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HomeMy WebLinkAbout98-111Resolution No. 98- !/t RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PORT TOWNSEND AUTHORIZING THE ACQUISmON OF CAPITAL EQUIPMENT FOR VIDEO PRODUCTION AND BROADCAST, AND A FINANCING CONTRACT AND RELATED DOCUMENTATION FOR SAID EQUIPMENT The City Council of the City of Port Townsend, Washington, does resolve as follows: WHEREAS, it is deemed necessary and advisable that the City of Port Townsend (the "Local Agency") acquire the equipment and/or personal property (the "Property") identified (Capi~ Needs-Broadcast Equipment Needs for PEG Studio) in Attachment 1; and WHEREAS, the Local Agency has undertaken or will undertake to acquire the Property in accordance with all applicable purchasing statutes and regulations; and WHEREAS, the Local Agency has executed a Notice of Intent to the Office of State Treasurer, in the Notice of Intent and Application form, Attachment 2 (first page only), for the financing of the Property under the provisions of RCW 39.94; and WHEREAS, the Local Agency desires to enter in to a Local Government Financing Contract with the Office of the State Treasurer, in the form (11 pages) attached as Attachment 3, as the method of payment for the Property; and NOW, THEREFORE, BE IT RESOLVED, by the City Council for the City of Port Townsend that the Local Agency hereby authorizes the acquisition of the Property and empowers the Mayor to execute the Local Government Financing Contract for the Property, in substantially the same form as attached to this resolution. The form of the Local Government Financing Contract is hereby approved and authorized to be executed and delivered to finance the acquisition of the Property. The Mayor is hereby further authorized to execute and deliver to the Office of State Treasurer, all other documentation in connection with the financing of the Property, including, but not limited to agreements relating to initial and ongOing disclosure in connection with the offering of securities related to the Local Government Financing Contract. ADOlYlW~D by the City Council of the City of Port Townsend and signed by the Mayor on this 2nd day of November, 1998. Attest: Para KolaCy, City Cler~k Enc: See Attachments (14 pages) J'uli~cCulloch, Mayor 10/28/98 [Cable] CA§R~{AcqEquip.rea} CERTIFICATE OF AUTHORIZING RF~OLUTION I, the undersigned, City Clerk of the City of Port Townsend, (the 'Agency"), DO HEREBY CERTIFY: That the attached Resolution No.~-/!( (herein called 'Resolution') is a true and correct copy of the resolution of the Local agency adopted at a regularly scheduled City Council meeting held on the ~ day of /~l tt ~ .-. ~p-- , 1998, and duly recorded in my office. 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 seven council members was pre. sent throughout the meeting and a legally sufficient number of members of the Council voted in the proper manner for the adoption of the Resolution; that all other requirements and proceedings incident to the proper adoption of the Resolution have been duly fulfilled, carried out and otherwise observed, that the Resolution remains in full force and effect and has not been amended, repealed or superseded; and that I am authorized to execute this Certificate. IN WITNESS WHE~F, I have hereunto set my hand as of this ~./~'o~,rn fsi?- ,1998. D~natm'q Pam KOlacy, City Clerk: day of Capit~l Needs--Broadcast Equipment Needs for PEG Studio 2 Sony 3 chip cameras 2 Sony color camera viewfinders (studio application) 2 Camera Control Units 1 Grass Valley Switcher with pulse regen and downstreamkeyer option 1 Amiga 2000 with Video toaster 2 Bogan Tripods/Spreader Dollys 2 JVC Servo Zoom and Focus Kits 1 Intercom System with 4 headsets 3 13" Studio Monitors 2 Audio Monitors 2 Stereo Headphones 4 Studio Microphones 1 Leprechaun Digital Light Board-- 12 channel/2 scene memory presets 2 4 channel dimmer trees (4800 watts each) 10 Fresnells (750 watts) 2 lk Broadlights Bamdoors Clamps/lamps/c-clamps/cables Gels/Color corrections/filters 400mz Computer with 16 gig HD Adobe Premier Pinnacle Capture Card with Real Time Rendering 2 Edit Audio Monitors Digital Play/Record Deck Cables/connectors 3 Panasonic AG-456U 3 Bogen Tripods Batteries Sun Gun/Battery belt m I NOtice 'of Intent and Application Form State o~f ...Washington LOCAL Program (Local Option Capital Asset Lending) [~] ~'his is a NOtie_e of Intent 0nly. '. [~ This NOI is ae~companied,by a Credit Form. "LOcal Government Information -' l_ - Would you p~fer to?receive f~c~g d~men~ (check one): - Prope~quipment ."~ '- ~ '~ ..... -Pm~mpmcnt Dcsc~pQon: ~ Yes ~ 'No- pm~ ~q~ady~enacqu~d,.,Equipment~ostw~dwi~ ~.-~te~dlo~. ~ . . . · ~ · · . .. . . ',. . ~. -- .. ' , - . of ~e 1~ gov~ent,s ~bmement msolu~on ~ ~ f~cmg d~men~. ~ General obUgatlon ofl~govc~cnc - "~ V6t~ ~., ~-'"Not V~ted. ' ~cnt ~vcnuc ~nd ~solu~on ~t ~cludc~: ~ndifio~ for issu~cc of p~ d~b~ mt~ cov~n~.~sc~c '- accost or ~& ~d floV Of~ (inelud~ ody ~e ~dieated exee~5.:. Other Info{mation, : -' ' ~ >' ~, App~o~gte Population: .. (not.gqu~d for eifie~ ~d'e6~ti&). Iffy Of~e follo~g.appl~ple~e pm~de a e~molete dis,us~ion on'a sen~m(e oa~e:"3 E~ ~Yes .~ NO; D~s ~e l&~ gOv~ent:'~e gCs~egd ~U, ~te~d 1o~ or o~er ,e~ flow Yes o'~ Is ~e ~ gove~ent a p~ t0 si~fie~t li~gafion? . :, Pl6~e check ~e ~x ~at applies: - .. ' ...... '- We ~ not reqUi~d to submR ~e cmdit'Fo~ ~cause Doesl~algoye~enthaveaBond~ng? ~ Yes ~ No ~ ~tingAgeney Submitted by~ ~~ Title: -~/~ STATE OF WASHINGTON OFFICE OF THE STATE TREASURER LEGISLATIVE BUILDING, 40200 OLYMPIA, WA 98504-00200 (360) 753-7130 FAX MACHINE PHONE NO. (360 902-9044) TO: FIRM NAME: PHONE No: FAX No: DATE: Mary A. Winters Port Townesend 360-385~5991 360~385~5248 October 26, 1998 FROM: PHONE No: FAX No: Martin geynoso 360~902-902! 360~902-9044 Total number of pages being sent (including this cover memo) I 1 Confidentiality Notice This Fax transmission (and/or documents accompanying i0 may contain information belonging to the sender which is protected. The Information is intended only for the use of the individual or entity named above. If you are not the intended recipient, you are hereby notified that any disclosure, copyingi distribution, or the taking of any action in reliance on the contents of this information is strictly prohibited If you have received this transmission in error, please notify us immediately by telephone to arrange for the return of the documents. 360~0~0~ 00T-26-1998 MON 07:16 PM Oa ST TREaSUER DEBT MGMT FaX NO, 3609029045 P. 02/11 F, XHIBIT 3 FORM OF FINANCING CONTRACT PERSONAL PROPERTY. LOCAL AGENCY PERSONAL PROPERTY FINANCING CONTRACT State Transaction No. This Agreement is between the governmental organization identified in Exhibit A attached hereto, (the "Local Agency") and the Office of the State Treasurer (the "State Treasurer") under authority granted by Resolution No 879 of the State Finance Committee of the State of Washington, WHEREAS, Chapter 39.94 RCW, as amended, (the "Act") authorizes the State Treasurer to enter into financing contracts to provide lower costs to Local Agencies (as defined herein) for equipment acquisition; and WHEREAS, the State Treasurer has negotiated the terms of a Master Financing Contract, dated as of September 1, 1998 (the "Master Contract") with Washington Finance Officers Association, as lessor CWFOA"), pursuant to which financing will be made available for the acquisition of property by Local Agencies over a period of time under terms set forth therein; and WHEREAS. the Local Agency desires to participate in the Master Contract for the acquisition of certain items of property; IT IS THEREFORE AOREED AS FOLLOWS: Section 7 through Section 24 of this agreement are attached hereto as exhibit D and inco~orated by this reference herein. Exhibit D also is on file in the office of the State Treasurer and, accordingly, may be detached from this agreement for convenience of the parties. Section 1. Defined Terms. Unless otherwise defined in the recitals to this agreement, capitalized terms used in this agreement have the meanings given such terms in the Master Contract. Section 2. Lease Purehase~ Acquisition ..o.f...E~uinment. The Local Agency has delivered a Notice ~f Intent to Lease/Purchase in the form of Exhibit A-I attached hereto. In ord~ to evidence its acceptance of thc Equipment, the Local Agency [has executed and delivered herewith,] [expects to execute and deliver within 60 days] as Exhibit A-2, an "Equipment Certificate." Attached hereto (and incorporated herein) as Exhibit B is a copy of the "Certificate Designating Authorized Local Agency Representatives" for the Local Agency. Said Certificate is currently in force and has not been amended or superseded, and the signa- tures shown therein are true and correct copies of the signatures of the persons who hold thc titles shown opposite their names. Thc signature of any one of the individuals shown on said Certificate is sufficient to bind the Local Agency under this agreement and with respect to any of the undertakings contemplated herein. Section 3. Agency Rent Plus Supplemental Rent. The payments for Agency Rent are set forth in Exhibit C to this agree~ ment. Upon execution of this Financing Contract by the State Treasurer, a copy of Exhibit C shall be forwarded to the Local Agency. Thc Agency Rent set forth in Exhibit C shall be based on the principal amount requested to be financed by such Local Agency in Exhibit A-2. From and al~er the date of this agreement, thc Local Agency will make each payment of Agency Rent on the respective Agency Rent Payment Date to the State Treasurer for deposit in a Capital Lease Program Account (#739). The Local Agency hereby ackno~vledges receipt of a conformed copy of the Master Contract. Section 4..Prepayment. Upon at least 60 days prior notice to the State Treasurer, thc'Local Agency may prepay Agency Rent and/or Agency Supplemental Rent to thc State Treasurer on any date in an amount sufficient to defcase the obligation at the in- terest rates applicable at thc time of prepayment. Any prepayment of Agency Rent and/or Agency Supplemental Rent shall not dis- charge or defease thc Local Agency's obligations under this Financing Contract, except to thc extent of the dollar amount paid to thc State Treasurer. Section 5. Personal Property. Thc State Treasurer hereby subleases.to thc Local Agency, and thc Local Agency hereby subleases from the State Treasurer, the Personal Property in accordance with the provisions of this Financing Contract, to use for its lawful public purposes for thc term hereof. Upon acceptance of the Personal Property hereunder by the Local Ageficy and payment for such Personal Property pursuant to Section 2.2 of the Master Contract, all rights as sublessee with respect to the Personal Prop- erty granted to thc Local Agency by the State Treasurer under this Financing Contract shall vest in the Local Agency, without any further action on the part of thc State Treasurer. Thc Local Agency shall not assign or sublease the usc or possession of any items of Personal Property or assign any of its rights under this Financing Contract to any third party. Section 6. Term, The term of this Financing Contract wilt commence as of thc date hereof and continue through the final Agency Rent Payment Date, as shown on Exhibit C, unless earlier termin, ated as expressly provided for in this Financing Contract. STATE TREASURER STATE OF WASHINGTON as Local Agency By Date Designated State Treasurer Representative By Title Date 00T-26-1998 ~ON 07=17 PM Wfi ST TREfiSUER DEBT MGMT FflX NO. 3609029045 P, 03/11 EXHIBIT D FINANCING CONTRACT (General Obligation/Nonvoted) Section 7. Representations: Warranties and Covenants of the Local Agency. The Local Agency hereby authorizes and directs the State Treasurer to deliver the Personal Property Certificate to WFOA and to direct WFOA to make disbursement in accordance with the terms thereof. In consideration of the State Treasurer's agreement to make funds available for such acquisition, the Local Agency agrees that any payment required of the State Treasurer under the Master Contract with respect to the Personal Property shall be deemed an obligation of the Local Agency, and that the respective terms .and conditions of the Master Contract applicable to the State Treasurer are in turn binding upon the Local Agency. The Local Agency further specifically represents, warrants and covenants as follows: 7.1 The obligations of the Local Agency under this Financing Contract constitute a general obligation of the Local Agency, to which the full faith and credit of the Local Agency are hereby pledged. The Local Agency hereby pledges that it will levy taxes in such mounts and at such times as shall be necessary, within and as a part of the tax levy permitted to the Local Agency without .a vote of its electors, to provide funds, together with other legally available moneys, to make the payments of Agency Rent provided for in this Financing Contract. 7.2 The Treasurer of the Local Agency is authorized and directed to establish and/or maintain a special account/fund in the "bonds payable" category of accounts of the Local Agency for purposes of paying Agency. Rent, The Treasurer of the Local Agency,is hereby authorized and directed to remit each payment of Agency Rent to the Fiscal Agent on each Payment Date. Such payment shall be made from any legally available funds of the Local Agency, and the Treasurer is hereby authorized and directed to withdraw money from any legally available funds of the Local Agency in order to make timely payments of Agency Rent. 7.3 The Local Agency has determined that the Personal Property being acquired under this Financing Contract is essential to the Local Agency's ability to carry out its governmental function~ and responsibilities, and the Local Agency expects to make immediate use of the Personal Property, which need is not temporary or expected to diminish during the term Of this Financing Contract. 7.4 The anticipated use of the Personal Property by the Local Agency is to be in connection with and to carry out the Local Agency's essential governmental functions (including general services and administration). 7.5 The useful life of the Personal Property is equal to or exceeds the term hereof. -III 00T-26-1998 MON 07:18 PM Wa ST TRERSUER DEBT MGMT FaX NO. 3609029045 P, 04/11 7.6 The obligations of the Local Agency under this Financing Contract, 'together with all other outstanding indebtedness of the Local Agency, does not exceed'any statutory or constitutional debt limits applicable to the Local Agency. Section 8. Limitation on Warranties..The Local Agency acknowledges and agrees that the Personal Property is of a size, design, and capacity selected by the Local Agency, tlmt the State Treasurer is neither a manufacturer nor a vendor of such personal property, THE TREASURER MAKES NO WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PERSONAL PROPERTY OR AS TO ITS TITLE THERETO OR ANY OTHER REPRES. ENTATION OR WARRANTY WITH RESPECT TO THE PERSONAL PROPERTY. The Local Agency acknowledges that the 'Personal Property has been selected in accordance with the Local Agency's specifications and that the State Treasurer is not a manufacturer of or dealer in the Personal Property, and that the State Treasurer has made no. representation or warranty and assumes no obligation with respect to the merchantability, condition, quality or fitness of the property or the enforcement of the manufacturer's warranties or guarantees. .The parties acknowledge that as a condition precedent to each disbursement all representations and warranties from the manufacturer and vendor relating to the Personal Property to be financed shall be transferred to the Local Agency. No salesman or agent of the supplier is authorized to waive or alter any term or condition of this Financing Contract, and no supplier shall in any way affect the Local Agency's duty to pay and perform its other obligations as set forth in this Financing Contract. In no event shall WFOA be liable for any incidental, indirect, special or consequential damages in connection with or arising out of this Financing Contract or the existence, furnishing, functioning or the Local Agency's use of the Personal Property. '~ The State .Treasurer hereby assigns to the Local Agency during the term hereof,'to 'the. extent permitted and so long as no' Agency Default Event or other event permitting termination of this Financing Contract has occurred and is continuing ,hereunder, all warranties, if any, express or implied with respect to the Personal Property, and the State Treasurer authorizes the Local Agency to obtain the customary services furnished in connection with such warranties at the Local Agency's expense, subject, however, to a reservation by the State Treasurer ora right to independently enforce such warranties and guaranties. Section 9. Tide. Title to the Personal Property shall be held by the Local Agency, subject to the security interest of WFOA. Section 10. Security Agreem.em. This agreement acknowledges a prior interest in the Personal Property of and for the benefit of WFOA. The Local Agency hereby pledges its interest under this Financing Contract and in the Personal Property to secure its performance hereunder. Accordingly, this Financing Contract also constitutes a security agreement under the Washington Uniform Commercial Code and any other applicable law. The Local Agency .expressly acknowledges and agrees that each provision of this Financing Contract is also a provision of this security agreement and that a Agency Default Event under this Financing Contract is a default under this security agreement. The Local Agency further agrees that: 1-C-2 ,:~c~cMwaF^ 00T-28-]998 HON 07:19 PH W~ ST TRE~$UER DEBT HGHT FAX NO, 3609029045 P, WFOA may: commingle Personal Property which comes into its possession; repledge such Personal Property upon terms which impair the Local Agency's right to redeem such; and require the Local Agency to assemble the Personal Property and make it available to WFOA in a manner which is reasonably convenient to both parties. To the extent WFOA is required for any reason to provide commercially reasonable notice to the Local Agency, the Local Agency 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 WFOA's rights and duties under Article 9 of Chapter 62A RCW, including but not limited to Part 5 thereof, shall be measured is gross negligence or willful misconduct. If required by WFOA or the State Treasurer, at any time during the term of this Financing Contract, the Local Agency will execute and deliver to WFOA or the State Treasurer, as the case may be, in form satisfactory to WFOA or the State Treasurer, as the case may be, additional security agreements, financing statements and/or other instruments covering the Personal Property and all accessions thereto. Section 11. Use, Repairs: The Local Agency will (i) maintain the items of Personal Property in good operating condition and appearance, and protect same from deterioration other than normal wear and tear; (ii) cause the Personal Property to be used within its normal capacity, without abuse and in the manner contemplated by the manufacturer's specification and in compliance with the requirements of applicable-laws, ordinances and regulations, the requirements of any warranties applicable thereto and the requirements of any insurance or self insurance program required under Section 16 hereof; (iii)cause the Personal Property to be 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 Personal Property; and (iv) will pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance of the Personal Property. The Local Agency, at its expense, will keep the Personal Property in good repair, and furnish all parts, mechanisms and devices required therefor. If the Local Agency fails to maintain the Personal Property in accordance with this Section 11, the State Treasurer shall have the right, but not the obligation, to maintain the Personal Property. If the State Treasurer incurs any expense in maintaining the Personal Property for which the Local Agency is responsible or liable under this Section 11, the Local Agency shall reimburse the State Treasurer promptly therefor. Section 12. Alterations. The Local Agency will not make any alterations, additions or improvements to the Personal Property without prior written notice to the State Treasurer unless such alterations, additions or improvements may be readily removed without damage .to the . 1-C-3 P.'~-..,MW~MWSFA 98/10/'20 00T-26-1998 MON 07:20 PM WA ST TREASUER DEBT MGMT FAX NO, 3609029045 P, Personal Property. All such alterations, additions or improvements shall be deemed "Personal Property" and shall be subject to the terms of this Financing Contract. Section 13, Location; Inspection. The Personal Property will be located within the State or, with the prior written consent of the State Treasurer outside the geographic boundaries of the State. )'he State Treasurer and WFOA will be entitled to inspect the Personal Property during reasonable business hours. Such right to inspection shall be subject to reasonable security arrangements. The Local Agency consents to the right of the State Treasurer and WFOA to so inspect the PersOnal Property. Section 14, Liens and Taxes. The Local Agency shall keep the Personal Property free and clear of all liens and encumbrances not permitted in this Financing Contract. The Local Agency represents that no charges-or taxes (local, state and federal) are presently imposed on the ownership, leasing, rental, sale, purchase, possession or use of the Personal Property. If during the term hereof, the ownership, leasing, rental, sale, purchase, possession or use of the Personal Property shall result in the imposition of any charges or state, local or federal taxes, freight and transportation charges and any other charges imposed or liabilities incurred with respect to the ownership, possession or use of the Personal Property or any payment by the Local Agency hereunder, and any f'mes, penalties or interest imposed on any of the foregoing, the Local Agency shall pay all such charges and taxes when due. The Local Agency at its own expense may contest the assessment of such charges and taxes until it obtains a final administrative or judicial determination of its liability for such charges or taxes unless the Personal Property is encumbered by any levy, lien, or any other type of encumbrance because of the Local Agency's failure to pay such charges and taxes. If the Local Agency fails to pay said charges and taxes when due the State Treasurer after consultation with the Local Agency shall have .the right, but shall not be obligated, to pay said charges and taxes. If the State Treasurer .pays any charges or taxes for which the Local Agency is responsible or liable under this Financings. Contract the Local.Agency shall reimburse the State Treasurer therefor. The Local Agency shall hold harmless the'State Treasurer and WFOA from and against all such charges and taxes during the term of this Financing Contract. Section 15. Risk of Loss; Damage; ..De. struction; Condemnation. The Local Agency assumes all ri~k of loss of or damage to the PersOnal Property from any cause whatsoever, and the obligation of the Local Agency to pay Agency Rent or to perform any other obligation under this Financing Contract shall in no way be released, discharged or otherwise affected for any reason, including without limitation (a) any defect in the condition, quality or fitness for use of, or title to, any portion of the Personal Property, or (b)any damage to, or abandonment, destruction, requisition or taking of any portion of the Personal Property. In the event of damage to any item of Personal Property, the Local Agency will immediately place the same in good repair as required by Section 11 hereof. If the State Treasurer determines that any item of Personal Property is lost, stolen, destroyed or damaged beyond repair or if any of the Personal Property is taken by condemnation, the Local Agency will either (a)replace the same with equipment of equivalent value and usefulness in good repair, or (b) prepay its obligations for Payments in full. 00T-26-1998 HON 07:22 PH NR ST TRERSUER DEBT HGHT FRX NO, 3609029045 P. 07/11 Section 16. Insurance. (a) Liability Insurance. The Local Agency shall maintain, or cause to be maintained, in full force and effect, comprehensive general liability insurance coveting the Personal Property in such mounts as may be established by the Local Agency from time to time but in any event not less than $1,000,000 per occurrence. The Local Agency may provide all or a portion of any insurance by self insurance. Such insurance shall be applied toward extinguishment or satisfaction of the Local Agency's Payment obligations. Such insurance may be carded under a blanket policy with umbrella coverage. It is understood that this insurance covers any and all liability of the Local Agency and its officials, officers, employees and volunteers, and the p~ocurement thereof does not constitute a waiver of the defense of governmental immunity. Such insurance (1) shall include coverage for any accident resulting in personal injury to or death of any person and consequential damages arising therefrom; (2) shall include comprehensive property damage insurance; (3)shall be issued by a financially responsible insurance company authorized to do business in the State; (4) shall name the State Treasurer as an additional insured thereunder; and (5)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. (b) Property Insurance. The Local Agency will carry or cause to be carried fire and extended coverage insurance coveting the Personal Property in such amounts and covering such risks as the Local Agency may determine from time to time. Such insurance shall be carded with financially responsible insurance companies authorized to do business in the State, and may be carded under a policy or policies covering other property owned or controlled by the Local Agency or may be accomplished through a program of self-insurance, if a funded program of self insurance (reviewed at least annually by an actuary) is .then maintained for similarly situated facilities of the'State.' The Local Agency agrees'that such policies shall~ contain a provision 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. In the alternative, the Local Agency may assume financial responsibility for any physical d .amage to and/or loss of the Personal' Property; provided, however, if the Local Agency elects this option, the Local Agency hereby covenants that it will repair and replace the Personal . Property promptly upon any loss or damage. This covenant shall survive any Permitted Termination Event. (c) Insurance Certificate. At the time of delivery of the Personal Property Certificate to the State, a certificate of insurance shall be provided to the State Treasurer. Section 17. Assignments: Release of Lien. It is contemplated by the parties hereto that WFOA and the State Treasurer will assign their respective tights and interests in and under this Agreement and the Personal Property to the Fiscal Agent under an Assignment of Payments. 1-0-5 P:~c~^ ~ 00T-26-1998 MON 07:23 PM Na ST TREaSUER DEBT MGMT FaX NO. 3609029045 P, 08/11 -~ The Local Agency and the State Treasurer hereby acknowledge and agree that such assignment by WFOA of WFOA's interest is intended to be a tree sale of WFOA's interest, and that upon assignment of WFOA's interest, WFOA will have no other rights or obligations under this Agreement, and that the Local Agency and the State Treasurer shall look solely to the State Treasurer, the Fiscal Agent, and the Owners' Trustee, if any, for purposes of exercising any rights or obligations formerly held by WFOA. Section 18. Assimunent. The Local Agency may not assign, transfer, pledge, hypothecate or grant any security interest in, or sublet or otherwise dispose of, or lend this Financing Contract or the Personal Property, or any interest in this Financing Contract or the Personal Property, or permit the Personal Property to be operated by anyone other than the Local Agency employees authorized by the Local Agency in connection with the Local Agency's operation of the Personal Property in its governmental activities. Any attempted sale, disposition or encumbrance in violation of this covenant shall be void. The State Treasurer, without the Local Agency's prior written consent, may consent and intends to consent to the assignment of its fights and interest in and to the Master Contract and any other documents executed with respect thereto in whole or in part to WFOA. Section 19. Aeencv Default Events.. An Agency Default Event means the occurrence of any one or more of the following events: 19.1 The LOcal Agency fails to make for a reason any Agency Rent as it becomes due in accordance with the terms of this Financing Contract and any such failure cominues for five. days afl=r the due date thereof; 19.2 The Local Agency fails to' perform or observe any. other covenant, condition, or agreement to be performed or observed by it hereunder, and such failure is not cured within. 20 days after written notice thereof to the Local Agency.by the State Treasurer or WFOA; ... 19.3 The discovery by the State Treasurer or WFOA that any material statement, representation, or warranty made by the Local Agency in this Financing Contract or in any writing ever delivered by the Local Agency pursuant hereto or in' connection herewith is false, misleading, or erroneous in any material respect. Section 20. Rights of State T.r..e.asurer Following Agency Default Event. Upon the occurrence of an Agency Default Event, and as long as such Agency Default Event is continuing, the State Treasurer, at its option, may exercise any one or more of the following remedies: 20.1 State Treasurer's Right to Receive Personal Property. At the written request of the State Treasurer, the Local Agency shall promptly return possession and use of the Personal Property to the State Treasurer or at his direction, to WFOA or to any location specified in the United States (at the cost and expense of the Local Agency) in good repair and working order, ordinary wear and tear excepted. 00T-26-1998 MON 07:24 PM Off ST TREfiSUER DEBT M6MT NO, 3609029045 09/11 20.2 State Treasurer's Right to Receive Balance' Due. Notwithstanding any return of the Personal Property, the Local Agency shall automatically be deemed to have exercised its option to prepay its obligations hereunder in full pursuant to Section 4 hereof, and the Local Agency shall be obligated to pay and shall pay to the State Treasurer upon demand of the State Treasurer all remaining unpaid Payments due and anticipated to be due in order to satisfy fully its ' obligations hereunder. 20.3 Intercept Provisions. In the event that the Local Agency fails to 'make any payment due hereunder, the' State Treasurer is authorized and directed to withhold any distribution of tax or other revenues held by the State Treasurer that would otherwise be authorized or mandated by statute. Such withholding shall continue to be made until any deficiency hereunder shall be satisfied. WithhOlding may be made from leasehold excise taxes, sales and use taxes, excise taxes, property taxes, liquor control board receipts, or any other legally available revenues but only to the extent that such money (i)would be lawfully distributable to the Local Agency, and (ii) the use of such money for the satisfaction of the Local Agency's obligations would be statutodly permissible. 20.4 Additional Remedies. In the event that the Local Agency fails to return possession of the Personal Property pursuant to Section 20.1 hereof and fails to pay the balance due of Agency Rent, WFOA shall have the right to: a. By written notice to the Local Agency with a copy to WFOA, declare an amount equal to all amounts coming due and payable under this Financing Contract during the Local Agency's then current fiscal year to be immediately due and payable, whereupon the same shall become immediately due and payable; b. Take immediate possession of and remove the Personal Property and thereupon sell or sublease the Personal Property for the account 'of the Local. Agency; and 'c. Exercise any other right, remedy or privilege which may be available to it under applicable laws of the State, or any other applicable law, or proceed by appropriate court action to enforce the terms of this Financing Contract or to recover damages for the breach of this Financing Contract or to rescind this Financing Contract. Section 21. Notices. All notices to be given under this Financing Contract shall be made in writing and personally delivered or mailed by certified mail, postage prepaid, return receipt requested, to the other party at its address set forth below or at such address as the party may provide in writing from time to time. To the State: Office of the State Treasurer Legislative Building, 2nd Floor Mail Stop AX-2 Olympia, WA 98504-0200 Attention: Michael J. Murphy Telephone: (360) 586-4647 1-C-7 P:'tCMV~ACMW3FA 00T-26-]998 HON 07:24 PH Nh 8T TRE~SUER DEBT HGHT FAX NO, 3609029045 P, Telefax: (360) 586-6147 To WFOA: Washington Finance Officers Association c/o Debbie Tarry City Clerk and Finance Director City of Mill Creek 15728 Mill Creek Blvd. Mill Creek, WA 98012 Telephone: (425) 745-1891 Telefax: (425) 745-9650 To the Local Agency: See Exhibit A-1 attached to the agreement Section 22. Section Headings. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Financing Contract. Section 23. Governing Law; Venue. This agreement shall be construed in accordance with, and governed by, the law of the State, Venue for any dispute regarding this Financing Contract shall be Superior Court in Thurston County, Washington. Section 24. Execution in Counterparts. This agreemem may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. 1-C-8 P:~CMV~C, MW3FA 00T-26-1998 MON 07:25 PM WA ST TREASUER DEBT MGMT NO. 3609029045 P, 11/11 '~ Name of Local Agency: Address: FINANCING CONTRACT EQUIPMENT CERTIFICATE EXHIBIT A-2 No. The undersigned, [Name/title] does hereby certify, that he/she is an Authorized Agency representative of (the "Local Agency") pursuant to the terms of the Financing Contract bet~veen the Local Agency and the State Treasurer, dated The undersigned, confirms that the Personal 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 Personal Property has been examined and/or tested and is in good operating order and condition and is in all respects satisfactory tothe Local Agency and complies with all terms of the Master Contract and the Financing Contract. Notwithslanding 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 Personal Property. The Local Agency further confu'ms that the Personal Proper~y will be used to fulfill an essential function which the Local Agency has the authority to provide in the State of Washington. Personal Property Information Description: Serial No.: State Tag No.: Ac.quisition Personal Property Location: Name of Vendor: Address: Payment Amount: Disburse to: Method of Payment: Attached hereto are: 1. A vendor's invoice for the Personal Property approved by the Local Agency. 2. An incumbency certificate verifying the authority of the Authorized Agency Representative to sign this Certificate. 3. 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. You are hereby requested to make a disbursement as indicated above. Countersigned and Approved for Payment: Authorized Agency Representative Date: Designated State Treasurer Representative Date: