ORD 2493 ORDINANCE NO . = ..
AN ORDINANCE authorizing the acquisition of certain personal
property , and authorizing the execution of a financing contract and
related documentation relating to the acquisition of said personal
property .
WHEREAS , City of Camas (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 identified on Annex I 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 " Financing Contract" ) , in an
amount not to exceed $ 225 , 000 . 00 , in order to acquire the property and finance the acquisition of
the property and related financing costs ;
WHEREAS , the Local Agency will undertake to acquire the property on behalf of and as
agent of the Washington Finance Officers Association (the " WFOA" ) pursuant to the terms of
the 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 connections with the acquisition of the Property and
execution of the Financing Contract ( each an " Authorized Agency Respresentative " ) ;
NOW , THEREFORE , BE IT ORDAINED , by the City of Camas as follows :
I .
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 Financing Contract and all other related documents . A minimum
of one Authorized Agency Representative shall be required to execute any one document in order
for it to be considered duly executed on behalf of the Local Agency .
Ordinance No . Page - 2
II .
The form of the Financing Contract attached hereto as Annex 2 is hereby approved and
the Authorized Agency Representative is hereby authorized and directed to execute and deliver
the Financing Contract , in an amount not to exceed $ 225 , 000 . 00 and in substantially the form
attached hereto with such changes as may be approved by the Authorized Representative for the
acquisition of the Property and financing of the acquisition of the property and related financing
costs .
III .
The Local Agency hereby authorizes the acquisition of the property as agent of the
WFOA in accordance with the terms and provisions of the Financing Contract .
IV .
The Authorized Representative is hereby authorized to execute and deliver to the Office
of the 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 ,
V .
This ordinance shall become effective five ( 5 ) days from and after its publication
according to law .
PASSED by the Council and APPROVED by the Mayor at a regular meeting of the City
Council this day of 4vo4 , 2007 .
SIGNED :
Mayor
ATTESTLev
Clerkt
I
APP V s t form :
9v
UtyAttorney
- , - - -
Annex 1
Notice of Intent
State of Washington LOCAL ( Local Option Capital Ass t Lending )
Local Government Information
County : Clark —
Legal Name : _City of Camas MCAG No . : MOMMEMEW 0240_
Contact Person : Joan Durgin Title : Finance Director
Address : _PO Box 1055 Camas , WA_ Zip : 98607_
Phone : 360 - 834 -2462— Fax : 360aw8344535 _ E-mail : idurgin@ci . camas : wa. us
dMEMMEMP
Would you prefer to receive financing documents (check one) : ❑ Already have financing documents
MS Word 6 . 0 b e-mail ❑ 3 . 5 " disk — Word 97 by U . S . mail ElHard copy by U . S . mail
y .
Property (Real Estate or Equipment)
Property description (include quantity, if applicable) : 2007 Automatic Side Loading Sanitary Truck
Total cost: $ 236 , 741 _ Maximum amount to finance : $_225 , 000_
Finance term : 4 years Useful life : 7 years MOMEMOMM Desired financing date : _September 2007_
Purpose of Please be specific and include dept. of use) : _Sanitation Dept to pickup residential and
property (
tit
commercial garbage every day._
If real estate, the Real Estate Worksheet: ❑ Is attached ❑ Will be provided by (date)
If equipment, will the property purchase price be paid with : F] program proceeds or F] 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 : _ 16 , 280 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?
On a very limited basis .
❑ Yes K]No Is the local government a party to significant litigation?
❑ Yes ® No Is this a reimbursement? If yes, date funds spent _
We are not required to submit the Credit Form because _
Has local government received a bond rating in the last two years ? 91Yes ❑ No Bond rating(s) : Al Oct 2000
(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 : Joan M . Durgin Title : qNUMMEND Finance Director OMEMMON
Signature : Date ._6/28/2007_
12/ 13/06 1
Transaction No . _ Annex 2 to Authorizing Resolution (Equipment)
LOCAL, AGENCY FINANCING CONTRACT, SERIES 200_
(Equipment)
This Local Agency Financing Contract, Series 200_ (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 Camas, a political subdivision 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"),
Local Agencies ; and including the Local Agency, to finance the acquisition of real and personal property by such
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 200_, 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 DesienatinR 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 in 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 H 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 200_ 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 11 hereof.
STATE OF WASHINGTON City of Camas
OFFICE OF THE STATE TREASURER as Local Agency
r
By By
Designated Treasurer Representative Authorized Agency Representative (Mayor)
B#o '
)-,
AAgency Representative (Finance irector)
12/ 13/06 12
Annex 3
Certificate Designating Authorized Agency Representatives
I, Paul Dennis , Mayor of City of Camas (the "Local Agency' ') , hereby certify that, as of the date
hereof, pursuant to Ordinance No . the following individuals are each an "Authorized Agency
g y
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
ordinance, one of the two following signatures is required on each of the aforementioned documents in
order to consider such documents executed on behalf of the Local Agency:
-.� Paul De '
nnis Mayor
(sign. ature)
Joan M Durgin Finance Director
A111WL
U�
(signa e)
Dated
this day of 20070
w
w �
Mayor
City of Camas
SUBSCRIBED AND SWORN TO before me this day of 2007 .
. � fVER ON
NOTARY PUBLIC NOTARY PT UdIn and for the State of
STATE OF WASHINGTON Washington, residing at :
COMMISSION EXPIRES
OCTOBER 18, 2010 Printed Name :
Won d 4 1 Sil vewr5o 0
My Commission Expires : /o
12/ 13/06 11
LOCAL OPTION
CAPITAL ASSET LENDING
( LOCAL )
The City of Camas
Lease : 0240 - 3 - 1
0 00
00
00
Michael J . Murphy
Washington State Treasurer
4 ISIA7.
MICHAEL J. MURPHY , Chaikman
rf} State Treasurer
w �
CHRISTINE O . GREGOIRE
1881 Governor
State of Washington BRAD OWEN
STATE FINANCE COMMITTEE Lieutenant Governor
January 02 , 2009
Ms . Joan Durgin . Finance Director
City of Camas
PO Box 1055
Camas , WA 98607
RE : Closing of Lease Purchase Transactions Financed on December 14 , 2007
0240 - 34 2007 Automatic Side Loading Garbage Truck 22500 . 00
Enclosed is a signed copy of your agency ' s financing transcript, including a copy of the repayment schedule . and other supporting
documents . The transcript provided is considered to be your agency ' s permanent record .
Payments for all LOCAL financing transactions are due each June 1 and December L 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/loginjsp . 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
selfAreasurer, payment is made through your county treasurer .
Thank you for your participation in the LOCAL Program and for your assistance in completing this transaction . If you have questions
regarding the release of funds or payments , please contact Nancy Notter at ( 360 ) 902 - 9026 . If you have other questions , please contact
Wendy Kancianich at ( 360 ) 902 - 9022 or Noah Crocker at ( 360 ) 902 - 9020 .
Sincerely ,
MICHAEL J . MURPHY
STATE TREASURER
RICHARD A . PATRICK
DEPUTY TREASURER
Office of the State Treasurer
Legislative Building--Room 230 , P . O . Box 40200 * Olympia, Washington 98504-0200 * ( 360 ) 902 -9000 * TDD ( 360 ) 9024963
FAX ( 360) 902 -9045 * Home Page http : //www. tre . wa . gov
State of Washington
Certificates of Participation
Series 2007G
City of Camas
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
Evidence of Insurance
Notice of Intent Annex 1
State of Washington LOCAL ( Local Option Capital Asset Lending )
Local Government Information
County : Clark _
Legal Name : _City of Camas MCAG No . : 0240_
Contact Person . Joan Durgin Title : Finance Director MUMM
Address : PO Box 1055 Camas , WA_ Zip : _98607_
Phone : 360434 -2462_ Fax : 360434 - 1535 _ E-mail : jdurgi* n@ci . camas ; wa.. us
Would you prefer to receive financing documents (check one) . ❑ Already have financing documents
®
MS Word 6 . 0 b e -mail ❑ 3 . 5 ", disk — Word 97 by U . S . mail ❑ Hard copy by U . S . mail y
Property (Real Estate or Equipment)
Property description (include quantity, if applicable) : 2007 Automatic Side Loading Sanitary Truck
Total cost: $ 2361741 _ Maximum amount to finance : $_225 , 000_
Finance term : 4 years_ Useful life : 7 years Desired financing date : _September 2007_
Purpose of property (Please be specific and include dept . of use) : _Sanitation Dept to pickup residential and
commercial garbage every day._ '' y
If real estate, the Real Estate Worksheet : 0 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 . _ 16 , 280 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 ?
On a very limited basis .
❑ Yes K]No Is the local government a party to significant litigation?
❑ Yes ® No Is this a reimbursement? If yes, date funds spent _
We are not required to submit the Credit Form because _
Has local government received a bond rating in the last two years ? Ely es ❑ No Bond rating(s) : A 1 Oct 2000
(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 : Joan M . Durgin Title : Finance Director
i
Signature : 1^-- Date . 6 /28/2007
12/ 13/06 1
� 1111,11 .T
02
' n ( r
9
AN ORDINANCE authorizing the acquisition of certain personal
property, and authorizing the execution of a fmncing contract and
related documentation relating to the acquisition of said personal
property .
WHEREAS , City of Camas (the "Local. Agency") has executed a Notice of Intent to the
Office of State Treasurer, M the form attached hereto as Annex 1 (the ` VOI"), in relation to the
acquisition of and the financing of the acquisition of the Property, as defined below, under the .
pro"ions 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 identified on Annex 1 attached hereto
("Property") ; and
WHEREAS , it is . deemed necessary and advisable by the City Council 0f the Local
Agency that the Local. Agency enter into a Local. Agency Financing Contract with the Office of
the State Treasurer, in the fortu attached hereto as Annex 2 (the "Financing Contract"}, in an
amount not to exceed $ 225 , 000 . 00, in order to acquire the property and finance the acquisition of
the property and related financing costs ,
WHEREAS , the Local Agency will undertake to acquire the property on behalf of and as
a ent of the Washington Finance Officers .Association (the "WFOA"} pursuant to the teen of
g
the Financing Contract, and in accordance with all applicable opurchasing 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 connections with the acquisition of the Property and
execution of the Financing Contract (each. an "Authorized Agency R.espesentative") ;
NOW, THEREFORE, BE IT ORDAINED , by the City of Camas as follows .
I.
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 Financhzg Contract and all other related documents . A minimum
of one Authorized Agency Representative shall be required to execute any one document in order
for it to be considered duly executed on behalf of the Local Agency .
0rdirmce No . �.� Page e - 2
II.
The form of the Financing Contract attached hereto as Annex 2 is hereby approved and
the Authorized Agency Representative is hereby authorized and directed to execute and deliver
the Financing Contract, in an amount not to emceed $225 , 000 . 00 and in substantiahy the form
attached hereto with such changes as ma be approved by the Authorized Representative for the
acquisition of the Property and financing of the acquisition of the property and related financing
costs .
III .
The Local Agency hereby authorizes the acquisition of the property as agent of the
wPC}.A► in accordance with the terms and provisions of the Financing Contract .
*Iv
The Authorized Representative is hereby authorized to execute and deliver to the Office
of the State Treasurer all other documents, agreements and certificates, and to tape all ether
action, which they deem necessary or appropriate m connection with the Financing of the
property, including, but not limited to, any amendment to the NCM and agreements relating to
initial and ongoing disclosure m connection with the offering of securities related to the
financing.
v.
This ordinance shall become effective five (5 ) days from and after its publication
according to law.
PASSED by the Council and APPROVED by the Mayor at a regular meeting of the City
6Council this day of , 2007 .
d
SIGNED
Mayor
ATTEST • �--
Clem
APP v s t form .
ity Attorney
' I 1, t .
CITY QF CAMAS
616 Northeast Fourth Avenue
P. O . Box 1055
Camas , Washington 98607
http : //www . ci . camas . wa . us
CERTIFICATE OF AUTHORIZING ORDINANCE
I , the undersigned , Clerk of the City of Camas (the " Local Agency" ) , DO
HEREBY CERTIFY :
1 . That the attached Ordinance No . 2493 (herein called the " Ordinance ") is a
true and correct copy of an Ordinance of the Local Agency adopted at a regular meeting
of the Council held on the 17th day of September, 2007 , 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 council was present throughout the meeting and
a legally sufficient number of members of the council voted in the proper manner for the
passage of. the 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 19th day of
September, 2007 .
J04.n M . Durgin
` City Clerk/Finance Director
Administration Building Finance Fire Library Police Public Works Parks & Recreation
360o834 * 6864 360 & 834 . 8860 360 . 834 . 2462 360 . 834 . 2262 360 . 834 . 4692 360 . 834 . 4151 360 . 834 . 3451 360834 . 7092
Annex 3
Certificate Designating Authorized Agency Representatives
I, Paul Dennis , Mayor of City of Camas (the "Local Agency ') , hereby certify that , as of the date
hereof, pursuant to Ordinance No . �CG the followin individuals are each an "Authorized Agency
y
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
ordinance , one of the two following signatures is required on each of the aforementioned documents in
order to consider such documents executed on behalf of the Local Agency :
Paul Dennis Mayor
( signature)
L L Joan M Durgin Finance Director
( signatu e)
Dated this day of 2007 .
-Q_ �
di
Mayor
City of Camas
SUBSCRIBED AND SWORN TO before me this day of X007 .
HONDAL . '
NOTARY PUBLIC NOTARY PUBLIC n and for the State of
STATE OF WASHING �® Washington, residing at :
COMMISSION EXPIRES
OCTOBER 18 , 2010 Printed Name : itfond 0 L . Scl verso n
My Commission Expires : ./o / jp
12 / 13 /06 11
RESOLUn0N NO . .
A. RESOLUTION providing for reimbursement of expenditures
incurred in the acquisition of a side loading sanitation truck.
BE IT RESOLVED BY THE CrFY OF CAMAS AS FOLLOWS :
SECTION I
TIM C1TY OF CAMAS (the "Local Agency") reasonably expects to reimburse the expenditures
described het.•ein with the proceeds of a fuiancing contract ' to be entered into by the local agency ("the
Reimburseinent Obligation') .
SECTION It
The expenditures with respect to which the Local Agency reasonably expects to be reimbursed
from the proceeds ofReimbwsement Obligations are for the acquisition of a side loading sanitation truck.
SECTrON H
The expenditures with respect . to which the Local Agency reasonably expects to be reimbursed
from the proceeds of Reimbursement Obligations will be made from equipment rental fees .
SECTION IV
The maxxniurn amount of the Reimbursement Obligation is expected to be issued for the property
described iii Section 1I is $225 , 000 . 00 .
ADOPTED at a regular meeting of the City Council this day of 007 .
SIGrNED . �� r
Mayor
ATTEST • ._
Clerk
A qasto for
Ci Attorney
•
CITY OF CAMAS
616 Northeast Fourth Avenue
P. O . Box 1055
Camas , Washington 9860
http : //www . ci . camas . wa . us
October 1 , 2007
Richard Patrick , Deputy State Treasurer
Lease Purchase Program
Office of the State Treasurer
P . O . Box 40200
Olympia, Washington 98504 - 0200
Re : State of Washington Certificates of Participation , Series 2007G
Dear Mr . Patrick :
We represent City of Camas with respect to the above - referenced financing . In
connection with the execution and delivery by City of Camas of the Local Agency
Financing Contract , enclosed herewith is an executed copy of our opinion letter dated
th , 2007 . You are to hold the opinion letter in escrow until December 14
December 14 ,
2007 , at which time , unless you are otherwise instructed by me in writing , the opinion
letter maybe considered released and shall become effective .
Please contact me with any questions .
Sincerely ,
Giftr'
g�r D app
City orney
- CITY OF CAMAS
-- - 616 Northeast Fourth Avenue
P. O . Box 1055
Camas , Washington 98607
WOO
• http : //www , ci . camas . wa . us
December 14 , 2007
State of Washington
Office of the State Treasurer
P . O . Box 40200
Olympia, Washington 98504 - 0200
Washington Finance Officers Association
1200 Fifth Avenue , Suite 1300
Seattle , Washington 98101 - 115
Sir or Madam :
I have acted as counsel to City of Camas ( the " Local Agency" ) in connection with the execution and delivery by the Local
Agency of the Local Agency Financing Contract, dated as of December 14 , 2007 (the "Local Agency Financing Contract" ) by
and between the state of Washington (the " State " ) and the Local Agency . As such counsel , I am of the following opinions :
1 . Ordinance number 2493 , approving the execution and delivery of the Financing Contract, was duly adopted by the
governing body of the Local Agency on September 17 , 2007 at a meeting of such governing body duly called and
held in conformity with the law .
2 . The Financing Contract has been duly authorized , executed and delivered and, assuming the due authorization,
execution and delivery by the other parties thereto , constitute legal , valid and binding obligations of the Local
Agency, enforceable in accordance with their 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 tinder the Financing Contract will constitute a
portion of the source of payment and security for 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 .
Sincerely ,
e D . app
City Alto ey
Adminhii 46 h Buildinci Finance Fire 17 Library Police Public Works Parks & Recreation
so
prowgi per ,� � �srcrrwtiitiirt � � mat . re
CLARK COUNTY AUDITOR
WASHINGTON
GREG KlMSEY
CITY OF CAMAS
616 NE 4th Avenue
Camas , Washington 9860 ?
Position M r/ Council Members Eleclmc: d Term
Mayors
Paul Dennis 2003 2044 - 2007
1427 NE 5d' Avenue
Camas WA 98607
Ward 1 , Helen Garde 2003 2004- 20070
Position ]. 29,42".0 SE 02 d Av eniales .
Camas WA 9 & 60. 7
Ward 1 , Melissa Smith 2005 - 2006 -2009
Position 2 1235 NW 71h Avenue
Camas SVA 9860 '7
Ward 2 , Linda Dietzman 2003 2004m-2007
Position 1 207 NE 22 "d Avenue
Camas WA 95607
'hard 2 , Steven C . Hagan 2405 2006w2OO9
Position 2 24242 NW 47 `h Avenue
Camas WA 98607
Ward 3 , Gregory Anderson 2003 2004 - 2007
Position 1 2309 NW 27 ` h Circle
Camas WA 98b07
1408 Franl< lin Street • P. Q . Box 8815 Vancouver. WA 98666 - $ 815
Ward 3 , Scott Biggins 2006V '> 2Q06 - U09
Position 2 2716 N'W 34Circle
Camas WA 98607
At - Large Liz Pike 200 � 1 2004 - 007
1P 11
1607 N Division Street .
Camas WA 98607
Y do hereby cerl' rfy this to be a true and accurate list of Council men s and
Mayor in the City of Ca:jaias , as recorded in my oFrce .
GIVENunder ray nand and officialsea1 this 19th day off ' September , 207
GREG KINlSE'Y'
Clark ount itor
By :
Tim Likriess , Deputy Auditor
Transaction No . — Annex 2 to Authorizing Resolution (Equipment)
LOCAL AGENCY FINANCING CONTRACT, SERIES 200 r-
(Equipment)
This Local Agency Financing Contract, Series 20G a, "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 Camas , a political subdivision 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 200 "mated 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 ofthe 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 200X�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 City of Camas
OFFICE OF THE STATE TREASURER as Local Agency
vof
- "_ ;�
By L� � Y04 -� By
Designated Treasurer Representative Authorized Agency Representative (Mayor)
By
A ori Agency Representative (Finance irector)
APPENDIX II
LOCAL AGENCY FINANCING CONTRACT , SERIES 200
(Personal Property)
( General Obligation/Nonvoted )
ARTICLE I
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
thisw 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 Prop�rty .
(a) Appointment of Agents. The Local Agency hereby ratifies , approves and
its designation and appointment as agent of the Corporation
confirms , and accepts and agrees to ,
in connection with the acquisition of the Property .
(b) Acquisition of property. The Local Agency hereby . agrees that ( 1 ) it has caused or
will cause the Property to be acquired , as agent for the Corporation , with all reasonable dispatch ;
DOCSPNW 1 : 34127 : 5
42248 -21 MY2 1
it will make , execute , acknowledge and deliver any contracts , agreements , orders , receipts ,
instructions with or to any Person and do all other things that may be
documents , writings or
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 o revise any item of Property to be financed or refinanced and
acquired pursuant hereto , or the description thereof; provided, that ( i) such item of Property as so
revised shall satisfy the requirements under this 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 .
item of Property , the Local Agency , with the prior written
After acquisition of an tten 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
item of Property for which it is bei
greater than the fair market value of the ng 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 grossincome 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
42248 -21 MY2 3
interest of the State , whether now owned or hereafter acquired , in and to the Properly 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 than 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 1 : 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 d 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 StateTreasurer Treasurer at such place as the State Treasurer shall direct in writing not less
than ten ( 10) Busines.s 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
its Agency Installment Payments shall be a direct and general obligation of the
Agency to make
Local Agency to which the full faith and credit of such Local Agency is hereby pledged . The
DOCSPNW 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
ithhold an amount sufficient to make such payment from the Local Agency ' s
Treasurer shall w
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 ( 1 . 0 ) 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
DOCSPNW 1 : 34127 . 5
42248 -21 W2 6
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 , first, to make the Installment Payment next coming 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 . Assijznments by the Corporation . The Local Agency acknowledges and
h the execution and delivery hereof, the Corporation w
agrees that , concurrently witill
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
if the Fiscal Agent had been the original party thereto , and , except
Corporation thereunder as
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 .
DOCSPNwl : 34127 . 5
42248 -21 MY2 7
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 Amy 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 ) ( 1 ) 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
DOCSPNW1 : 34127 . 5
42248 -21 MY2 g
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 isa. 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 4carry 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 .
DOCSPNW1 : 34127 . 5
4224$-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 shalf 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 .
DOCSPNW 1 : 34127 . 5
42248 -21 MY2 10
( 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 shall arise at any time . The Local Agency shall not grant, sell , transfer, assign , pledge ,
convey or otherwise dispose of any of the Property or any interest therein during the term of this
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
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 .
DOCSPNW 1 : 34127 . 5
42248 - 21 MY2 1 1
( 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 .
0 ) 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 anyoportion 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 f 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
42248-21 MY2 12
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.
( q) .Insurance .
( 1 ) 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 .
( 11 ) 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
DOCS PNW 1 : 34127 . 5
42248 -21 MY2 13
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 ,
if the Local Agency elects this option , the Local Agency hereby
provided, however, that
covenants and agrees that it will promptly repair or replace the Property promptly upon
any loss or damage thereto .
( 111) The insurance required under paragraphs ( i) and ( '11 ) 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
ided in whole or in part through a funded program
the Corporation ; and (D ) may be prov
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 )
if such failure cannot be corrected within such period , and the corrective action is
days
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
DOCSPNw l : 34127 . 5
42248 - 21 MY2 14
( 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 ;
ides ; earthquakes ; fires ; storms ; droughts ; floods ; explosions ; or any
blockade or embargo ; landsl
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
DOCSPNW 1 : 34127 . 5
42248 -21 MY2 15
(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 . .
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 .
DOCSPNW1 : 34127 . 5
42248 -21 MY2 16
Section 7 . 4 . Notices to Agency . The notice address for the Local Agency shall be as
set forth in the Notice of Intent .
DOCSPNW1 : 34127 . 5
42248 - 21 MY2 17
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS ; CONSTRUCTION ; MISCELLANEOUS
PROVISIONS ; SUPPLEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I
Section 1 . 1 . Definitions , Construction , Miscellaneous Provisions ,
• Supplements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1 . 2 . Performance by Representatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . l
ARTICLE II SALE AND PURCHASE OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . l
Section 2 . 1 . Conditional Sales Contract ; Master Financing Contract . . . . . . . . . . . . . . . . . . . . . 1
Section 2 . 2 . Appointment of Agents ; Acquisition of Property . . . : . . . . . . . . . . . . . . : . . . . . . . . . . . . .. l
Section 2 . 3 . Acquisition Fund . . . . . . . . . . . . . . 00 * 000000000 * agar * * & * a 00 * 0060000008 * 6 2
Section 2 . 4 . Title to the Property3
Section 2 . 5 . Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2 . 6 . Disclaimer of Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE III AGENCY INSTALLMENT PAYMENTS ; PAYMENTS BY STATE
TREASURER ; FULL FAITH AND CREDIT OBLIGATION . . a a a a a a a a a a & a a a a a a a a a 5
Section 3 . 1 . Agency Installment Payments , . . . . . . . . 5
Section 3 . 2 . Sources of Payment of Agency Installment Payments . . . . . . . . . : . . . . . . . . . . . . . . 5
Section 3 . 3 . Deposit and Investment of Agency Installment Payments 6
Section3 . 4 . No Set- Off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3 . 5 . Assignments by the Corporation . . . . . . . . . . . ease 7
ARTICLE IV OPTIONAL AND MANDATORY PREPAYMENT OF AGENCY
.INSTALLMENT PAYZVIENTS8
Section 4 . 1 . Optional Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4 . 2 . Revision of Agency Installment Payments upon Optional
Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4 . 3 . Discharge of Agency Financing Contract , . . . 00 00000 * * 00 * Gass 60000 * 040 * eo * oo 0 * 00 * 0 00 * 0 8
ARTICLE V REPRESENTATIONS , WARRANTIES , COVENANTS AND
AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5 . 1 . Representations and Warranties of the Local Agency 9
Section 5 . 2 . Covenants and Agreements of the Local Agency . . . . . . . . . . . . . . . . . * * * * * * a & * * * a * 10
ARTICLE VI EVENTS OF DEFAULT ; �MEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 6 . 1 . Agency Event of Default `. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 6 . 2 . Rights of State Treasurer Following Agency Default Event . . . . . . . . . . . . . 15
Section 6 . 3 . No Remedy Exclusive ; Non - Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . . . . . . . . . 16
ARTICLE VII MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
DOCSPNW 1 : 34127 . 5 '
- i -
4224 &21 Nff2
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ease 17
DOCSPNW1 : 34127 . 5
- 11 -
42248-21 MY2
Personal Property Certificate
Name of Local Agency : City of Camas
Address : 616 NE 4th Ave
PO Box 1055
Camas , WA 98607
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 , _Joan Durgin , Finance Director does hereby certify , that [he/she] is an Authorized Agency Representative of _City
of Camas_ (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 : Automatic side loading garbage truck Name of Vendor : Northside Trucks & Equipment
Address : 6221 NE Columbia Blvd .
Portland , OR 97238
Serial No . : 5SXAANCYX8RZ57994
Tag No . . 47027 D
Location of Property Acquired : City of Camas Operations Center 1620 SE 8th Ave Camas
INSTRUCTIONS TO STATE TREASURER FOR PAYMENT :
Disburse to : ❑ Vendor City ❑ County Treasurer [] Other .
Entity Name : City of Camas
Disbursement Amount : $ 225, 000 . 00
Method of Payment : 7�1 ACH ❑ Wire ❑ Check
Should be on file . Routing # 123308825
AC1LITI ll e lnstructalons .
Acct # 105000006226
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 .
VtnzeoAgncy Representativ: 10/28 /08
Countersigned and
Approved for Payment : 1 00
�-!
Designated State Treasurer Representative
Date :
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Local Agency Tax Certificate
( Equipment )
This Local Agency Tax Certificate is executed and delivered by the City of Camas (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 December 14 , 2007 , (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
$ 225 , 000 . 00 (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 of a side loading sanitation truck (the "Prof ect ") , 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 :
" 'ode " 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 investmentAype 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 19861 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 Proj ect . 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 . 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
(li) uses the Proj ect (g.. 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 . "
n
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 .
3 . 4 Effective Date . This Local Agency Tax Certificate is dated and
effective as of the Dated Date .
Dated : December 14 , 2007 .
BY
J an urgin
F1 ance Director
City of Camas