954 Finance Police VehiclesORDINANCE NO. 954
CITY OF YELM
AN ORDINANCE OF THE CITY OF YELM AUTHORIZING THE
ACQUISITION OF PERSONAL PROPERTY AND EXECUTION OF
A FINANCING CONTRACT AND RELATED DOCUMENTATION
RELATING TO THE ACQUISITION OF SAID PERSONAL
PROPERTY.
WHEREAS, the City of Yelm 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 $57,115, 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 ");
NOW, THEREFORE, BE IT ORDAINED, by the City Council of the City of Yelm as follows:
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 $57,115, plus
related financing costs, and in substantially the form attached hereto with such changes as may be
approved by the Authorized Representatives for the acquisition of the Property and financing of the
acquisition of the Property.
Section 3. The Local Agency hereby authorizes the acquisition of the property as agent of the
Corporation in accordance with the terms and provisions of the Local Agency Financing Contract.
Section 4. The Authorized Representatives are hereby authorized to execute and deliver to the
Office of State Treasurer all other documents, agreements and certificates, and to take all other action,
which they deem necessary or appropriate in connection with the financing of the Property, including,
but not limited to, any amendment to the NOI and agreements relating to initial and ongoing disclosure in
connection with the offering of securities related to the financing.
Section 5. This ordinance shall become effective 5 days following passage, approval and
publication as provided by law.
PASSED by the City Council of the City of Yelm, at a regular /special meeting thereof held this
10 "' day of January, 2012.
Authenticated:
ASchnepf
ty lerk
Certificate of Authorizing Ordinance
I, the undersigned, Clerk/Secretary of the City of Yelm (the "Local Agency "), DO HEREBY
CERTIFY:
That the attached Ordinance No. 954 (herein called the "Resolution /Ordinance ") is a true
and correct copy of a Resolution /Ordinance of the Local Agency adopted /passed at a regular /special
meeting of the City Council held on the 10th day of January, 2012, 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 Yelm
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;
That all other requirements and proceedings incident to the proper adoption /passage of the
Resolution /Ordinance have been duly fulfilled, carried out and otherwise observed;
4. That the Resolution /Ordinance 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 WHEREOF, I have hereunto set my hand as of this 10th day of January, 2012.
nine Schnepf, City Clerk
City of Yelm
Certificate Designating Authorized Agency Representatives
I, Janine Schnepf, City Clerk of City of Yelm (the "Local Agency "), hereby certify that, as of the
date hereof, pursuant to Ordinance No. 954, 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) are required on each of the aforementioned
documents in order to considerAch documents executed on behalf of the Local Agency:
Signature
v
Signature
i
Signature
Dated this 10th day of January, 2012.
gwlt�jjw'141
ine Schnepf, City Clerk
City of Yelm
Ron Harding, Mayor
Shelly Badger, City Administrator
Jennifer Hough, Treasurer
SUBSCRIBED AND SWORN TO before me this 10th day of January, 2012.
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NOTARY PUBLIC in and for the State
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Transaction No._ _ Annex 2 to Authorizing Resolution (Equipment)
LOCAL AGENCY FINANCING CONTRACT, SERIES 2012A
(Equipment)
This Local Agency Financing Contract, Series 2012A (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 City of Yelm, a local
govemement 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 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 2012A, 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 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 2012A 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. --I
STATE OF WASHINGTON
OFFICE OF THE STATE TREASURER
By
Designated Treasurer Representative
By ! TC/U
Authorized Agency
6
Local Agency Tax Certificate
(Equipment)
This Local Agency Tax Certificate is executed and delivered by the City of Yelm (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 March 29, 2012, (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 $57,115, 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 police cars (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. 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 II. TAX LIMITATIONS
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.
2.2 Governmental Bond Status. [Different text will be substituted for this section
when the loan is made for airport or port facilities that are the subject of private use.] 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.
the Dated Date.
3.4 Effective Date. This Local Agency Tax Certificate is dated and effective as of
Dated: V „ 20,2„
10
A
C
Incumbency Certificate
I, Janine Schnepf, City Clerk of the City of Yelm, Washington, do hereby certify that the
following is a true and correct listing of the Council members of the City of Yelm and their terms
of office:
Name Term
Ron Harding, Mayor 2010 -2013
J.W. Foster, Position 1 2012 -2015
Joe Baker, Position 2 2012 -2015
Bob Isom, Position 3 2010 -2013
Mike McGowan, Position 4 2010 -2013
Tracey Wood, Position 5 2010 -2013
Ken Garmann, Position 6 2012 -2015
Russ Hendrickson, Position 7 2010 -2013
Dated this
r
Janine Schnepf, City Clerk