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Home My WebLink About4.293 Original Contract1 i 1 i 1 1 LOCM O1?0 CAPITAL ASSIET L 11fl$ G 'Michael J. Murp treasur ash n gtov state State of Washington STATE FINANCE COMMITTEE MICHAEL J. MURPHY, Chairman State Treasurer GARY LOCKE Governor BRAD OWEN Lieutenant Governor During the 1998 legislative session, the Legislature enacted, and Governor Locke signed, Chap- ter 291, Laws of 1998. The law provided for the expansion of the state's existing lease /purchase program for use by units of local government. The program avails local government agencies the benefit of the state's financing economies of scale, low tax- exempt rates and standardized documentation. Documentation found herein pertains to financing through the Local Option Capital Asset Lending Program. The transcripts provided are considered to be the agencies permanent record. The Office of the State Treasurer wishes to thank the agency and participants for the opportunity to partner with local government to provide cost effective tax exempt municipal financing. Office of the State Treasurer Legislative Building, P O Box 40200 Olympia, Washington 98504 -0200 (360) 902 -9000 TDD (360) 902 -8963 FAX (360) 902 -9044 Home Page http /www wa gov /tre Michael J. Murphy State Treasurer and Chairman Gary Locke Governor and Member Brad Owen Lieutenant Governor and Member Tim Kerr Deputy State Treasurer Christine Gregoire Attorney General CERTIFICATE COUNSEL Preston Gates Ellis LLP 5000 Columbia Center 701 Fifth Avenue Seattle, Washington 98104 -7078 Phone (206) 623 -7580 Fax (206) 623 -7022 cweed @prestongates.com FISCAL AGENT, PAYING AGENT, AND REGISTRAR The Bank of New York 101 Barclay St., 7th Floor New York, New York 10286 Phone (800) 438 -5473 Fax (212) 815 -5393 LOCAL OPTION CAPITAL ASSET LENDING PROGRAM Office of the State Treasurer Debt Management Division PO Box 40200 Olympia WA 98504 -0200 STATE FINANCE COMMITTEE of the STATE OF WASHINGTON Allan J. Martin State Treasurer's Office Phone (360) 902 -9007 Fax (360) 902 -9045 a11an@tre.wa.gov OFFICE OF THE STATE TREASURER Legislative Building, 2nd Floor Olympia, Washington 98504 -0200 Phone (360) 902 -9000 Fax (360) 902 -9044 kay @tre.wa.gov FINANCIAL ADVISOR Susan D. Musselman, Inc. P.O. Box 2476 Mount Vernon, Washington 98273 Phone (360) 757 -3773 Fax (360) 757 -3291 sdminc @ncia.com Martin Reynoso State Treasurer's Office Phone (360) 902 -9021 Fax (360) 902 -9045 martin @tre.wa.gov 2 This is a Notice of Intent to Purchase. Pre- Qualification. Local Government Information Legal Name: City of Port Angeles MCAGNo.: 0230- 0001 Contact Person: Kay Godbey Title: Finance Director Address: Box 1150, Port Angeles, WA 98362 Phone No: (360) 417- 4601Fax No.: (360) 417-4609E-mail: Finance@olypen.com Would you prefer to receive fmancing documents (check one): Hard copy by U.S. mail MS Word 6.0 by e-mail 3.5" disk Word 6.0 by U S mail Property/Equipment Property/Equipment Description: Quantity: 1 Cost: $287 908 Amount to Finance: $230,000 Finance Term: 1.D Useful Life: 24 Expected Acceptance Date: May 1999 Purpose of Equipment (Please be specific and include dept. of use): Will replace 1974 Pumper in the Fire Dept. Equipment has already been acquired. Equipment cost was paid with interfund loan ❑general funds and will be reimbursed from program proceeds. Yes No If yes, include a copy of the local government's reimbursement resolution with the financing documents. Security Pledge Revenue pledge of an established enterprise system. Local government must include its most recent revenue bond resolution and the official statement if one is available. Other Information Approximate Population: (not required for cities and counties). If any of the following apply, please provide a complete discussion on a separate naee: Does the local government use registered warrants, interfund loans or other cash flow borrowing? Yes No Is the local government a party to significant litigation? Yes No Please check the box that applies: Requested Credit Form is provided: by disk (Word 6.0) by e-mail (Word 6.0) hard copy. We are not required to submit the Credit Form because the City has an A2 rating from Mo o dy' s on its Does local government have a Bond Ratmg? Yes Bond Rating(s): A2 No General Obligation Bonds Submitted by: Katherine Godbey Title: Finance Director Signature: General obligation of local government. Voted Levy. Q Not Voted. Notice of Intent and Application Form State of Washington LOCAL Program (Local Option Capital Asset Lending) Fire Pumper Exhibit B Date: November 3, 1998 STATE OF WASHINGTON County of CLALLAM I, the undersigned City Clerk of the City of Port Angeles, Washington, do hereby c ertify that the following excerpt from the DRAFT minutes of the Port Angeles City Council meeting of November 3, 1998: "Resolution Authorizing Financing Contract with State of Washington LOCAL Program Mayor Braun reviewed the information provided by the Finance Department and asked Director Godbey for additional input, which she provided. Mayor Braun read the Resolution by title, entitled RESOLUTION NO. 22 -98 A RESOLUTION of the City Council of the City of Port Angeles, Washington, authorizing the acquisition of equipment, a financing contract, and related documen- tation for said equipment. Councilman Campbell moved to adopt the Resolution as read by title. Councilman Hulett seconded the motion, which carried unanimously." is a true and correct copy of the document(s) indicated above. WITNESS my hand and official seal this 6th day of November 19 98 CITY OF PORT ANGELES, WASHINGTON By r Becky J i pion City Cle k 1 RESOLUTION NO. 22-98 A RESOLUTION of the City Council of the City of Port Angeles, Washington, authorizing the acquisition of equipment, a financing contract, and related documen- tation for said equipment. WHEREAS, it is deemed necessary and advisable that the City of Port Angeles acquire the equipment and/or personal property identified in the attached Exhibit "A" "Property"); and WHEREAS, the City has undertaken or will undertake to acquire the Property in accordance with all applicable purchasing statutes and regulations; and WHEREAS, the City has executed a Notice of Intent to the Office of State Treasurer, in the form attached hereto as Exhibit `B for the financing of the Property under the provisions of Ch 39.94 RCW; and WHEREAS, the City desires to enter into a Local Government Financing Contract with the office of the State Treasurer, in the form attached hereto as Exhibit "C as the method of payment for the Property. NOW, THEREFORE, BE IT RESOLVED, that the City Council authorizes the acquisition of the Property, and hereby empowers the City's Finance Director, Katherine K. Godbey, (the "Authorized Representative to execute the Local Government Financing Contract for the Property; and BE IT FURTHER RESOLVED, that the Authorized Representative is hereby also authorized to execute and deliver to the Office of State Treasurer all other documentation in connection with the financing of the Property, including but not limited to an agreement relating to initial and ongoing disclosure in connection with the offering of securities related to the Local Government Financing Contract. held this 3rd day of November ATTEST: ADOPTED by the City Council of the City of Port Angeles, at a regular meeting thereof Becky J. Up Ci Clerk APPROVED AS TO FORM: t.-4.2.-e 11 c Craig D. K.Q#i tson, City Attorney 1998. co r A Gary firaun, NPayor 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 November CERTIFICATE OF AUTHORIZING RESOLUTION I, the undersigned, Clerk of the City of Port Angeles, Washington, (the "Agency DO HEREBY CERTIFY: 1. That the attached Resolution No. 22-98 herein called the "Resolution is a true and correct copy of a resolution of the Local Agency adopted at a regular meeting of the City Council held on the 3rd day of November, 1998, and duly recorded in my office. 2. That said meeting was duly convened and held in all respects in accordance with law; and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the City Council was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the adoption of the Resolution; that all other requirements and proceedings incident to the proper adoption of the Resolution have been duly fulfilled, carried out and otherwise observed, that the Resolution remains in full force and effect and has not been amended, repealed or superseded and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand as of this 3rd 1998. day of 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 CERTIFICATE I, BECKY J. UPTON, City Clerk of the City of Port Angeles, Washington, DO HEREBY CERTIFY that the names, terms and term expiration dates of the Office of Mayor and City Council members are as follows: Name /Title Term Term Exp. Date Gary Braun, Mayor 4 Years 12/31/99 Larry Doyle, Deputy Mayor 4 Years 12/31/01 Orville Campbell, Councilmember 4 Years 12/31/99 Glenn Wiggins, Councilmember 4 Years 12/31/99 James Hulett, Councilmember 4 Years 12/31/01 Cathleen McKeown, Councilmember 4 Years 12/31/01 Larry Williams, Councilmember 4 Years 12/31/01 DATED as of this 6th day of November, 1998. CITY OF PORT ANGELES, WASHINGTON By Name of Local Agency Address: The undersigned, [Name/title] that he /she is an Authorized Agency representative of Personal Property Information Description Serial No.. Fire Pumper State Tag No.: Acquisition Personal Property Location Attached hereto are: Countersigned and Approved for Payment FINANCING CONTRACT EQUIPMENT CERTIFICATE City of Port Anaeles Rny i cn Port Angclos, --WA 2.8359 Date EXHIBIT A -2 No. Katherine Godbey, Finance Director does hereby certify, Agency pursuant to the terms of the Financing Contract between the Local Agency and the State Treasurer, dated November 3. 1998 The undersigned, confirms that the Personal Property described below has been delivered to and received by the Local Agency All installation or other work necessary prior to the use thereof has been completed. The Personal Property has been examined and/or tested and is in good operating order and condition and is in all re- spects satisfactory to the Local Agency and complies with all terms of the Master Contract and the 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 Personal Property. The Local Agency further confirms that the Personal Property will be used to fulfill an essential function which the Local Agency has the authority to provide in the State of Washington. 1 A vendor's invoice for the Personal Property approved by the Local Agency 2. An incumbency certificate verifying the authority of the Authorized Agency Representative to sign this Certificate 3. Certificate of Insurance, demonstrating liability insurance coverage and stating that insurance will be renewed annually automatically, unless said office notifies the State Treasurer of any discontinuation of coverage You are hereby requested to make a disbursement as indicated above Designated'State Treasurer Representative q q the City of Port Angeles (the "Local Name of Vendor: Pierce Manufacturig Address Rnv 2017 Appleton, WI 54913 -2017 Payment Amount: c2R7 qOR Disburse to a Method of Payment: Check Authorized Agency Representative Date Novemher 3_ 1.998 IRE 10 -1 -98 STATE TREASURER Date EX}IIBIT 3 FORM OF FINANCING CONTRACT PERSONAL PROPERTY LOCAL AGENCY PERSONAL PROPERTY FINANCING CONTRACT State Transaction No. This Agreement is between the governmental organization identified in Exhibit A attached hereto, (the Local Agency and the Office of the State Treasurer (the "State Treasurer under authority granted by Resolution No 879 ot the State Finance Committee ot the State of Washington, WHEREAS, Chapter 39 94 RCW, as amended, Ithe "Act authorizes the State Ti easurer to enter into financing contracts to provide lower costs to Local Agencies las defined herein) for equipment acquisition, and WHEREAS, the State Treasures has negotiated the terms of a Master Financing Contract, dated as of September 1. 1998 (the "Master Contract with Washington Finance Officers Association, as lessor "WFOA pursuant to which financing will be made available for the acquisition of property by Local Agencies over a period of time under terms set forth therein, and WHEREAS, the Local Agency desires to participate in the Master Contract for the acquisition of certain items of property, IT IS THEREFORE AGREED AS FOLLOWS Section 7 through Section 24 of this agreement are attached hereto as exhibit D and incorporated by this reference herein Exhibit D also is on file in the office of the State Treasurer and, accordingly, ma} be detached from this agreement for convenience of the parties Section 1 Defined Terms Unless otherwise defined in the recitals to this agreement, capitalized teams used in this agreement have the meanings gre such terms in the Master Contract Section 2 Lease Purchase_ Acaussition of Eauinment Th, Local Agency has delivered a Notice of _Intent to Lease /Purchase in the form of Exhibit A -1 attached hereto In order to evidence its acceptance of the Equipment, the Local Agency [has executed and delivered herewith,] [expects to execute and deliver within 60 days] as Exhibit A -2, an "Equipment Certificate Attached hereto and incorporated herein) as Exhibit B is a copy of the "Certificate Designating Authorized Local Agency Representatives" for the Local Agency Said Ceitificate is currently in force and has not been amended or superseded, and the signa- tures shown then in are true and correct copies of the signatures ot the persons who hold the titles shown opposite th,ir names The signature of any one of the individuals shown on said Certificate is sufficient to bind the Local Agency under this agreement and with respect to any of the undertakings contemplated herein Section 3 Aaencv Rent Plus Supplemental Rent The payments for Agency Rent are set forth in Exhibit C to this agree- ment Upon execution of this Financing Contract by the State Treasurer, a copy of Exhibit C shall be forwarded to the Local Agency The Agency Rent set forth in Exhibit C shall be based on the principal amount requested to be financed by such Local Agent} in Exhibit A -2 From and after the date of this agreement, the Local Agency will make each payment of Agency Rent on the iespecnve Agency Rent Payment Date to the State Treasurer for deposit in a Capital Lease Program Account #739) The Local Agency hereby acknowledges receipt of a conformed copy' of the Master Contract Section 4 Prepayment Upon at least 6(1 days prior notice to the State Treasurer, the Local Agency may pi epay Agency Rent and /or Agency Supplemental Rent to the State Treasurer on any date in an amount sufficient to defease the obligation at the in- terest rates applicable at the time of prepayment Any prepayment of Agency Rent and /or 4gen,.y Supplemental Rent shall not dis- charge or defease the Local Agency's obligations under this Financing Contract, except to the extent of the dollar amount paid to the State Treasurer Section 5 Personal Property The State Treasurer hereby subleases to the Local Agency, and the Local A hereby subleases from the State Treasurer the Personal Property in accordance with the provisions of this Financing C ontract, to use for its lawful public purposes for the term hereol Upon acceptance of the Personal Property hereunder by the Local Agency and payment for such Personal Property pursuant to Section 2 2 of the Master Contract, all rights as sublessee with respect to the Personal Prop- erty granted to the Local Agency by the State Treasurer under this Financing Contract shall vest in the Local Agency, without an further action on the part of the State Tieasurer The Local Agency shall not assign or sublease the use or possession ut any items of Personal Property or assign any of its rights under this Financing Contract to any third party Section 6 Term The terns of this Financing Contract will commence as of the dale hereof and cuntinue through the final Agency Rent Payment Date, as shown on Exhibit C unless earlier terminated us expressly provided tor in this Financing Contract City of P'ortArtgel es STATE OF WASHINGTON as Local Age cy By By �l /11e4- L�---� Designa 'd Stag "f asurer Representative /99S' Title Fi nAnnee fli Date 7 ii« iu i 0 EXHIBIT D FINANCING CONTRACT (General Obligation/Nonvoted) Section 7. Renresentations: Warranties and Covenants of the Local Agency. The Local Agency hereby authorizes and directs the State Treasurer to deliver the Personal Property Certificate to WFOA and to direct WFOA to make disbursement in accordance with the terms thereof. In consideration of the State Treasurer's agreement to make funds available for such acquisition, the Local Agency agrees that any payment required of the State Treasurer under the Master Contract with respect to the Personal Property shall be deemed an obligation of the Local Agency, and that the respective terms and conditions of the Master Contract applicable to the State Treasurer are in turn binding upon the Local Agency. The Local Agency further specifically represents, warrants and covenants as follows: 7.1 The obligations of the Local Agency under this Financing Contract constitute a general obligation of the Local Agency, to which the full faith and credit of the Local Agency are hereby pledged. The Local Agency hereby pledges that it will levy taxes in such amounts and at such times as shall be necessary, within and as a part of the tax levy permitted to the Local Agency without a vote of its electors, to provide funds, together with other legally available moneys, to make the payments of Agency Rent provided for in this Financing Contract. 7.2 The Treasurer of the Local Agency is authorized and directed to establish and/or maintain a special account/fund in the "bonds payable" category of accounts of the Local Agency for purposes of paying Agency Rent. The Treasurer of the Local Agency is hereby authorized and directed to remit each payment of Agency Rent to the Fiscal Agent on each Payment Date. Such payment shall be made from any legally available funds of the Local Agency, and the Treasurer is hereby authorized and directed to withdraw money from any legally available funds of the Local Agency in order to make timely payments of Agency Rent. 7.3 The Local Agency has determined that the Personal Property being acquired under this Financing Contract is essential to the Local Agency's ability to carry out its governmental functions and responsibilities, and the Local Agency expects to make immediate use of the Personal Property, which need is not temporary or expected to diminish during the term of this Financing Contract. 7.4 The anticipated use of the Personal Property by the Local Agency is to be in connection with and to carry out the Local Agency's essential governmental functions (including general services and administration). 7.5 The useful life of the Personal Property is equal to or exceeds the term hereof. 1 -C -1 P \CMW\CMW3FA 98/12/14 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 7.6 The obligations of the Local Agency under this Financing Contract, together with all other outstanding indebtedness of the Local Agency, does not exceed any statutory or constitutional debt limits applicable to the Local Agency. Section 8. Limitation on Warranties. The Local Agency acknowledges and agrees that the Personal Property is of a size, design, and capacity selected by the Local Agency, that the State Treasurer is neither a manufacturer nor a vendor of such personal property. THE TREASURER MAKES NO WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE PERSONAL PROPERTY OR AS TO ITS TITLE THERETO OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERSONAL PROPERTY. The Local Agency acknowledges that the Personal Property has been selected in accordance with the Local Agency's specifications and that the State Treasurer is not a manufacturer of or dealer in the Personal Property, and that the State Treasurer has made no representation or warranty and assumes no obligation with respect to the merchantability, condition, quality or fitness of the property or the enforcement of the manufacturer's warranties or guarantees. The parties acknowledge that as a condition precedent to each disbursement all representations and warranties from the manufacturer and vendor relating to the Personal Property to be financed shall be transferred to the Local Agency. No salesman or agent of the supplier is authorized to waive or alter any term or condition of this Financing Contract, and no supplier shall in any way affect the Local Agency's duty to pay and perform its other obligations as set forth in this Financing Contract. In no event shall WFOA be liable for any incidental, indirect, special or consequential damages in connection with or arising out of this Financing Contract or the existence, furnishing, functioning or the Local Agency's use of the Personal Property. The State Treasurer hereby assigns to the Local Agency during the term hereof, to the extent permitted and so long as no Agency Default Event or other event permitting termination of this Financing Contract has occurred and is continuing hereunder, all warranties, if any, express or implied with respect to the Personal Property, and the State Treasurer authorizes the Local Agency to obtain the customary services furnished in connection with such warranties at the Local Agency's expense, subject, however, to a reservation by the State Treasurer of a right to independently enforce such warranties and guaranties. Section 9. Title. Title to the Personal Property shall be held by the Local Agency, subject to the security interest of WFOA. Section 10. Security Agreement. This agreement acknowledges a prior interest in the Personal Property of and for the benefit of WFOA. The Local Agency hereby pledges its interest under this Financing Contract and in the Personal Property to secure its performance hereunder. Accordingly, this Financing Contract also constitutes a security agreement under the Washington Uniform Commercial Code and any other applicable law. The Local Agency expressly acknowledges and agrees that each provision of this Financing Contract is also a provision of this security agreement and that a Agency Default Event under this Financing Contract is a default under this security agreement. The Local Agency further agrees that: 1 -C -2 P \CMW\CMW3FA 98/12/14 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 WFOA may: commingle Personal Property which comes into its possession; repledge such Personal Property upon terms which impair the Local Agency's right to redeem such; and require the Local Agency to assemble the Personal Property and make it available to WFOA in a manner which is reasonably convenient to both parties. To the extent WFOA is required for any reason to provide commercially reasonable notice to the Local Agency, the Local Agency agrees that notice mailed by first class mail five days before the event of which notice is given, is commercially reasonable notice; The standard by which WFOA's rights and duties under Article 9 of Chapter 62A RCW, including but not limited to Part 5 thereof, shall be measured is gross negligence or willful misconduct. If required by WFOA or the State Treasurer, at any time during the term of this Financing Contract, the Local Agency will execute and deliver to WFOA or the State Treasurer, as the case may be, in form satisfactory to WFOA or the State Treasurer, as the case may be, additional security agreements, financing statements and/or other instruments covering the Personal Property and all accessions thereto. Section 11. Use. Renairs. The Local Agency will (i) maintain the items of Personal Property in good operating condition and appearance, and protect same from deterioration other than normal wear and tear; (ii) cause the Personal Property to be used within its normal capacity, without abuse and in the manner contemplated by the manufacturer's specification and in compliance with the requirements of applicable laws, ordinances and regulations, the requirements of any warranties applicable thereto and the requirements of any insurance or self insurance program required under Section 16 hereof; (iii) cause the Personal Property to be operated by or under the direction of competent persons only and obtain all registrations, permits and licenses, if any, required by law for the operation of the Personal Property; and (iv) will pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance of the Personal Property. The Local Agency, at its expense, will keep the Personal Property in good repair, and furnish all parts, mechanisms and devices required therefor. If the Local Agency fails to maintain the Personal Property in accordance with this Section 11, the State Treasurer shall have the right, but not the obligation, to maintain the Personal Property. If the State Treasurer incurs any expense in maintaining the Personal Property for which the Local Agency is responsible or liable under this Section 11, the Local Agency shall reimburse the State Treasurer promptly therefor. Section 12. Alterations. The Local Agency will not make any alterations, additions or improvements to the Personal Property without prior written notice to the State Treasurer unless such alterations, additions or improvements may be readily removed without damage to the 1 -C -3 P\CMW1CMW3FA 98/12/14 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Personal Property. All such alterations, additions or improvements shall be deemed "Personal Property" and shall be subject to the terms of this Financing Contract. Section 13. Location: Insnection. The Personal Property will be located within the State or, with the prior written consent of the State Treasurer outside the geographic boundaries of the State. The State Treasurer and WFOA will be entitled to inspect the Personal Property during reasonable business hours. Such right to inspection shall be subject to reasonable security arrangements. The Local Agency consents to the right of the State Treasurer and WFOA to so inspect the Personal Property. Section 14. Liens and Taxes. The Local Agency shall keep the Personal Property free and clear of all liens and encumbrances not permitted in this Financing Contract. The Local Agency represents that no charges or taxes (local, state and federal) are presently imposed on the ownership, leasing, rental, sale, purchase, possession or use of the Personal Property. If during the term hereof, the ownership, leasing, rental, sale, purchase, possession or use of the Personal Property shalt result in the imposition of any charges or state, local or federal taxes, freight and transportation charges and any other charges imposed or liabilities incurred with respect to the ownership, possession or use of the Personal Property or any payment by the Local Agency hereunder, and any fines, penalties or interest imposed on any of the foregoing, the Local Agency shall pay all such charges and taxes when due. The Local Agency at its own expense may contest the assessment of such charges and taxes until it obtains a final administrative or judicial determination of its liability for such charges or taxes unless the Personal Property is encumbered by any levy, lien, or any other type of encumbrance because of the Local Agency's failure to pay such charges and taxes. If the Local Agency fails to pay said charges and taxes when due the State Treasurer after consultation with the Local Agency shall have the right, but shall not be obligated, to pay said charges and taxes. If the State Treasurer pays any charges or taxes for which the Local Agency is responsible or liable under this Financing Contract the Local Agency shall reimburse the State Treasurer therefor. The Local Agency shall hold harmless the State Treasurer and WFOA from and against all such charges and taxes during the term of this Financing Contract. Section 15. Risk of Loss: Damage: Destruction, Condemnation. The Local Agency assumes all risk of loss of or damage to the Personal Property from any cause whatsoever, and the obligation of the Local Agency to pay Agency Rent or to perform any other obligation under this Financing Contract shall in no way be released, discharged or otherwise affected for any reason, including without limitation (a) any defect in the condition, quality or fitness for use of, or title to, any portion of the Personal Property, or (b) any damage to, or abandonment, destruction, requisition or taking of any portion of the Personal Property. In the event of damage to any item of Personal Property, the Local Agency will immediately place the same in good repair as required by Section 11 hereof. If the State Treasurer determines that any item of Personal Property is lost, stolen, destroyed or damaged beyond repair or if any of the Personal Property is taken by condemnation, the Local Agency will either (a) replace the same with equipment of equivalent value and usefulness in good repair, or (b) prepay its obligations for Payments in full. 1 -C -4 P \CMW\CMW3FA 98/12/14 1 1 Section 16. Insurance. (a) Liability Insurance. The Local Agency shall maintain, or cause to be maintained, in full force and effect, comprehensive general liability insurance covering the Personal Property in such amounts as may be established by the Local Agency from time to time but in any event not less than $1,000,000 per occurrence. The Local Agency may provide all or a portion of any insurance by self insurance. Such insurance shall be applied toward extinguishment or satisfaction of the Local Agency's Payment obligations. Such insurance may be carried under a blanket policy with umbrella coverage. It is understood that this insurance covers any and all liability of the Local Agency and its officials, officers, employees and volunteers, and the procurement thereof does not constitute a waiver of the defense of governmental immunity. Such insurance (1) shall include coverage for any accident resulting in personal injury to or death of any person and consequential damages arising therefrom; (2) shall include comprehensive property, damage insurance; (3) shall be issued by a financially responsible insurance company authorized to do business in the State; (4) shall name the State Treasurer as an additional insured thereunder; and (5) shall provide that the same may not be canceled or given notice of non renewal nor shall the terms of conditions thereof be altered, amended or modified without at least 45 days prior written notice being given by the insurer to the State Treasurer. (b) Property Insurance. The Local Agency will carry or cause to be carried fire and extended coverage insurance covering the Personal Property in such amounts and covering such risks as the Local Agency may determine from time to time. Such insurance shall be carried with financially responsible insurance companies authorized to do business in the State, and may be carried under a policy or policies covering other property owned or controlled by the Local Agency or may be accomplished through a program of self insurance, if a funded program of self insurance (reviewed at least annually by an actuary) is then maintained for similarly situated facilities of the State. The Local Agency agrees that such policies shall contain a provision that the same may not be canceled or given notice of non renewal nor shall the terms of conditions thereof be altered, amended or modified without at least 45 days' prior written notice being given by the insurer to the State Treasurer. In the alternative, the Local Agency may assume financial responsibility for any physical damage to and/or loss of the Personal Property; provided, however, if the Local Agency elects this option, the Local Agency hereby covenants that it will repair and replace the Personal Property promptly upon any loss or damage. This covenant shall survive any Permitted Termination Event. (c) Insurance Certificate. At the time of delivery of the Personal Property Certificate to the State, a certificate of insurance shall be provided to the State Treasurer. Section 17. Assignments: Release of Lien. It is contemplated by the parties hereto that WFOA and the State Treasurer will assign their respective rights and interests in and under this Agreement and the Personal Property to the Fiscal Agent under an Assignment of Payments. 1 -C -5 P \CMW\CMW3FA 98/12/14 The Local Agency and the State Treasurer hereby acknowledge and agree that such assignment by WFOA of WFOA's interest is intended to be a true sale of WFOA's interest, and that upon assignment of WFOA's interest, WFOA will have no other rights or obligations under this Agreement, and that the Local Agency and the State Treasurer shall look solely to the State Treasurer, the Fiscal Agent, and the Owners' Trustee, if any, for purposes of exercising any rights or obligations formerly held by WFOA. Section 18. Assignment. The Local Agency may not assign, transfer, pledge, hypothecate or grant any security interest in, or sublet or otherwise dispose of, or lend this Financing Contract or the Personal Property, or any interest in this Financing Contract or the Personal Property, or permit the Personal Property to be operated by anyone other than the Local Agency employees authorized by the Local Agency in connection with the Local Agency's operation of the Personal Property in its governmental activities. Any attempted sale, disposition or encumbrance in violation of this covenant shall be void. The State Treasurer, without the Local Agency's prior written consent, may consent and intends to consent to the assignment of its rights and interest in and to the Master Contract and any other documents executed with respect thereto in whole or in part to WFOA. Section 19. Agency Default Events. An Agency Default Event means the occurrence of any one or more of the following events: 19.1 The Local Agency fails to make for a reason any Agency Rent as it becomes due in accordance with the terms of this Financing Contract and any such failure continues for five days after the due date thereof; 19.2 The Local Agency fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder, and such failure is not cured within 20 days after written notice thereof to the Local Agency by the State Treasurer or WFOA; 19.3 The discovery by the State Treasurer or WFOA that any material statement, representation, or warranty made by the Local Agency in this Financing Contract or in any writing ever delivered by the Local Agency pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect. Section 20. Rights of State Treasurer Following Agency Default Event. Upon the occurrence of an Agency Default Event, and as long as such Agency Default Event is continuing, the State Treasurer, at its option, may exercise any one or more of the following remedies: 20.1 State Treasurer's Right to Receive Personal Pronertv. At the written request of the State Treasurer, the Local Agency shall promptly return possession and use of the Personal Property to the State Treasurer or at his direction, to WFOA or to any location specified in the United States (at the cost and expense of the Local Agency) in good repair and working order, ordinary wear and tear excepted. 1 -C -6 P \CMW\CMW3FA 98/12/14 20.2 State Treasurer's Right to Receive Balance Due. Notwithstanding any return of the Personal Property, the Local Agency shall automatically be deemed to have exercised its option to prepay its obligations hereunder in full pursuant to Section 4 hereof, and the Local Agency shall be obligated to pay and shall pay to the State Treasurer upon demand of the State Treasurer all remaining unpaid Payments due and anticipated to be due in order to satisfy fully its obligations hereunder. 20.3 Intercept Provisions. In the event that the Local Agency fails to make any payment due hereunder, the State Treasurer is authorized and directed to withhold any distribution of tax or other revenues held by the State Treasurer that would otherwise be authorized or mandated by statute. Such withholding shall continue to be made until any deficiency hereunder shall be satisfied. Withholding may be made from leasehold excise taxes, sales and use taxes, excise taxes, property taxes, liquor control board receipts, or any other legally available revenues but only to the extent that such money (i) would be lawfully distributable to the Local Agency, and (ii) the use of such money for the satisfaction of the Local Agency's obligations would be statutorily permissible. 20.4 Additional Remedies. In the event that the Local Agency fails to return possession of the Personal Property pursuant to Section 20.1 hereof and fails to pay the balance due of Agency Rent, WFOA shall have the right to: a. By written notice to the Local Agency with a copy to WFOA, declare an amount equal to all amounts coming due and payable under this Financing Contract during the Local Agency's then current fiscal year to be immediately due and payable, whereupon the same shall become immediately due and payable; b. Take immediate possession of and remove the Personal Property and thereupon sell or sublease the Personal Property for the account of the Local Agency; and c. Exercise any other right, remedy or privilege which may be available to it under applicable laws of the State, or any other applicable law, or proceed by appropriate court action to enforce the terms of this Financing Contract or to recover damages for the breach of this Financing Contract or to rescind this Financing Contract. Section 21. Notices. All notices to be given under this Financing Contract shall be made in writing and personally delivered or mailed by certified mail, postage prepaid, return receipt requested, to the other party at its address set forth below or at such address as the party may provide in writing from time to time. To the State: Office of the State Treasurer Legislative Building, 2nd Floor Mail Stop AX -2 Olympia, WA 98504 -0200 Attention: Michael J. Murphy Telephone: (360) 586 -4647 Telefax: (360) 586 -6147 1 -C -7 P \CMW\CMW3FA 98/12/14 1 To WFOA: Washington Finance Officers Association c/o Debbie Tarry City Clerk and Finance Director City of Mill Creek 15728 Mill Creek Blvd. Mill Creek, WA 98012 Telephone: (425) 745 -1891 Telefax: (425) 745 -9650 To the Local Agency: See Exhibit A -1 attached to the agreement Section 22. Section Headings. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Financing Contract. Section 23. Governing Law: Venue. This agreement shall be construed in accordance with, and governed by, the law of the State. Venue for any dispute regarding this Financing Contract shall be Superior Court in Thurston County, Washington. Section 24. Execution in Counterparts. This agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. 1 -C -8 P \CMW\CMW3FA 98/12/14 Date: Transaction No This Certificate is delivered to the State Treasurer with respect to the Equipment de- scribed on Exhibit A -2 attached hereto. An invitation to bid was published on July 31 and August 7, 1998. Only one bid was received. The bid was opened on September 1, 1998, as advertised. The Equipment was exempt from any public bidding process. If so, please identify the statutory authority for the exemption. Of `Po/t7 J E.Le as Local Agency By The Equipment was acquired through a public bidding process. If so, please describe the procurement process. PERSONAL PROPERTY CERTIFICATE REGARDING PROCUREMENT r [OR] 46- A_ tn[ c Uo a gki F t A� c 1)11t -0 cr 7L Please Print Name and Title THE 10 -1 -98 EN Eli EN r NM all UM MI NM s MB I In RN NM ISM State of Washington Exhibit 2A Detail Agency Payment Schedule Agency: Port Angeles Equipment: Fire Pumper Principal: $230,000.00 Term (Years): 10 Permanent Rate: 4.394% Months Till 1st Payment: 6 Disbursement 0230 -0001 Dated Date. 12/01/98 Payment No. Date Payment* Interest* Principal* Balance 1 01- Jun -99 $15,045.46 $5,052.71 $9,992.75 $220,007 25 2 01- Dec -99 14,288.47 4,833.18 9,455.29 210,551.96 3 01- Jun -00 14,288.47 4,625.47 9,663 01 200,888.95 4 01- Dec -00 14,288 47 4,413.19 9,875.28 191,013.67 5 01- Jun -01 14,288.47 4,196.24 10,092 23 180,921.44 6 01- Dec -01 14,288.47 3,974 53 10,313.94 170,607.50 7 01- Jun -02 14,288 47 3,747 95 10,540.52 160,066 99 8 01- Dec -02 14,288 47 3,516.40 10,772.07 149,294.91 9 01- Jun -03 14,288 47 3,279.75 11,008.72 138,286.19 10 01- Dec -03 14,288.47 3,037.91 11,250 56 127,035 63 11 01- Jun -04 14,288.47 2,790.75 11,497 72 115,537.92 12 01- Dec -04 14,288 47 2,538.17 11,750.30 103,787.62 13 01- Jun -05 14,288.47 2,280.04 12,008.43 91,779.18 14 01- Dec -05 14,288.47 2,016 23 12,272 24 79,506.94 15 01- Jun -06 14,288.47 1,746.63 12,541.84 66,965.10 16 01- Dec -06 14,288 47 1,471 11 12,817.36 54,147.74 17 01- Jun -07 14,288.47 1,189.53 13,098.94 41,048 81 18 01- Dec -07 14,288 47 901.77 13,386.70 27,662 11 19 01- Jun -08 14,288 47 607.69 13,680 78 13,981 32 20 01- Dec -08 14,288.47 307 15 13,981 32 0 00 $286,526.39 $56,526 39 $230,000 00 Principal and interest may not total payment due to rounding. Please adjust interest accordingly. The Prepayment Price would include an outstanding balance plus unamortized issuance expenses. Agencies intending to prepay should contact the Office of the State Treasurer to receive prepayment amount 12/16/98 Office of State Treasurer 0230- 001.XLS 1 1 1 State of Washington I STATE FINANCE COMMITTEE 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 Continuing Disclosure MICHAEL J. MURPHY, Chairman State Treasurer GARY LOCKE Governor BRAD OWEN Lieutenant Governor Local Agencies constituting obligated persons have entered into undertakings for the benefit of the owners of the 1998E Certificates to provide certain financial information and operating data to certain information repositories annually and to provide notice to the Office of the State Treasurer of certain events pursuant to the requirements of Section (b)(5)(i) of Securities and Ex- change Commission Rule 15c2 -12 (the "Rule Office of the State Treasurer Legislative Building, P O. Box 40200 Olympia, Washington 98504 -0200 (360) 902 -9000 TDD (360) 902 -8963 FAX (360) 902 -9044 Home Page http /www wa.gov /tre State of Washington STATE FINANCE COMMITTEE MEMORANDUM December 17, 1998 To: Kay Godbey Port Angeles MICHAEL J. MURPHY, Chairman State Treasurer GARY LOCKE Governor BRAD OWEN Lieutenant Governor From: Allan J. Martin State/Local Lease Purchase Program Manager Subject: Closing of Lease Purchase Transactions Financed on 12/1/98: 0230 -0001 Fire Pumper $230,000.00 Attached is a signed copy of your agency's financing transcripts which includes a copy of the repayment schedule and other supporting documents. Please ensure that the individual responsible for budgeting lease payments is provided a copy of the repayment schedule. Payments for all LOCAL financing transactions are due to the State Treasurer on June 1, 1999, and each December 1 and June 1 thereafter until the final payment has been made. Payments are made through the state fiscal agent, currently the Bank of New York. The State Treasurer will forward a payment notice summarizing all lease payments due from your agency to the Bank of New York approximately fifteen days before payment is due. Thank you for your assistance in completing this transaction. If you have any questions, please call Martin Reynoso at (360) 902 -9021. Enclosures cc: Martin Reynoso cc: Mike Clarey Office of the State Treasurer Legislative Building, PO Box 40200 Olympia, Washington 98504 -0200 (360) 902 -9000 TDD (360) 902 -8963 FAX (360) 902 -9044 Home Page http /www wa gov /tre RESOLUTION NO. 22-98 A RESOLUTION of the City Council of the City of Port Angeles, Washington, authorizing the acquisition of equipment, a financing contract, and related documen- tation for said equipment. a �3 WHEREAS, it is deemed necessary and advisable that the City of Port Angeles acquire the equipment and/or personal property identified in the attached Exhibit "A" "Property"); and WHEREAS, the City has undertaken or will undertake to acquire the Property in accordance with all applicable purchasing statutes and regulations; and WHEREAS, the City has executed a Notice of Intent to the Office of State Treasurer, in the form attached hereto as Exhibit `B for the financing of the Property under the provisions of Ch 39.94 RCW; and WHEREAS, the City desires to enter into a Local Government Financing Contract with the office of the State Treasurer, in the form attached hereto as Exhibit "C as the method of payment for the Property. NOW, THEREFORE, BE IT RESOLVED, that the City Council authorizes the acquisition of the Property, and hereby empowers the City's Finance Director, Katherine K. Godbey, (the "Authorized Representative to execute the Local Government Financing Contract for the Property; and BE IT FURTHER RESOLVED, that the Authorized Representative is hereby also authorized to execute and deliver to the Office of State Treasurer all other documentation in connection with the financing of the Property, including but not limited to an agreement relating to initial and ongoing disclosure in connection with the offering of securities related to the Local Government Financing Contract. ATTEST: ADOPTED by the City Council of the City of Port Angeles, at a regular meeting thereof I held this 3rd day of November Becky J. Up Ci Clerk APPROVED AS TO FORM: Craig D. K i tson, City Attorney 1998. Gary l raun, Mayor OCT- 28-1998 WED 03:00 PM RA ST TREASUER DEBT MOT FAX NO, 3609029045 Name tit Local Agency: Address: The undersigned, iNane/title) Katheri Godbev. Finance Di rPctnr does hereby certify, the: he/she is an Authorized Agency representative of the City o f Port An a e l e s (tire "Local Agency pursuant to the terms of the Financing Contract between the Local Agency and the State Treasurer, dated November 3, 1998 The undersigned. confirms that the Personal Property described below has been delivered to and received by the Local Agency. All installation or other wotic necessary prier to the use thercuf has been completed. The Personal Proptaty has been examined and/or tested and is in good operating order and condition and is in all re- spects satisfactory to the Local Agency and complies with all terms of the Master Contract and the Financing Contract: Norm:intending 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 of other provider of property or services related to the purchase, shipment. delivery, installation or maintenance of the Personal Property. The Local Agency further confirms that the Personal Property will be used to fulfill an essential function which the Local Agency hiss the authonty to provide in the State of Washington. Personal Property Information Description: Fire Pumper Serial No.: State Tag So.: Acquisition Personal Property Location: .Attached hereto are: Exhibit A r x s s s Countersigned and Approved for Payment FEsANCING CONTRACT EQUIPMENT CERTIFICATE City of Port Angeles Box 1150 Port Angeles, WA 98362 1. A vendor's invoice for the Personal Property approved by the Local Agency. 2. An incumbency certificate verifying the authority of the Authonzcd Agency Rcpresentanve to sign this Certificate. 3. Certificate of Insurance, demonstrating liability insurance coverage and stating that insurance wilt be renewed annually automatically, unless said office nottfics the State Treasurer of any discontinuation of coverage. You are hereby requested to make a disbursement as indicated above. Designated State Treasurer Representative Date: 14 EXHIBIT A -2 No. Name of Vendor: ajfrre Manuf Art lie; nr9 Address: Box 2017 Appleton, WI 54913 2017 Payment Amount: $287,908 Disburse to: Method of Payment: Check Authorized Agency Representative Batt: November 3, 1998 P. 17 nus,a4 2 2 This is a Notice of Intent to Purchase. Pre- Qualification. Local Government Information Legal Name: Contact Person: Address: Phone No: Security Pledge El Other Information Notice of Intent and Application Form State of Washington LOCAL Program (Local Option Capital Asset Lending) Exhibit B MCAG No.: Title: City of Port Angeles Kay Godbey Box 1150, Port Angeles, WA 98362 (360) 417- 4601Fax No.: (360) 417 -4609 E -mail• Finance@olypen.com Would you prefer to receive financing documents (check one): Hard copy by U.S. mail MS Word 6.0 by e-mail 3.5" disk Word 6.0 by U S mail Property/Equipment Property/Equipment Description: Fire Pumper Quantity: 1 Cost: $287.908 Amount to Finance: $23 000 Finance Term: Useful Life: 24 Expected Acceptance Date: May 1999 Purpose of Equipment (Please be specific and include dept. of use): Will replace 1974 Pumper in the Fire Dept. Equipment has already been acquired. Equipment cost was paid with interfimd loan ['general funds and will be reimbursed from program proceeds. Yes No If yes, include a copy of the local government's reimbursement resolution with the financing documents. General obligation of local government. Voted Levy. Not Voted. Finance Director Revenue pledge of an established enterprise system. Local government must include its most recent revenue bond resolution and the official statement if one is available. Approximate Population: (not required for cities and counties). If any of the following apply, please provide a complete discussion on a separate na.¢e: Does the local government use registered warrants, interfund loans or other cash flow borrowing? Yes No Is the local government a party to significant litigation? Yes No Please check the box that applies: Requested Credit Form is provided: by disk (Word 6.0) by e-mail (Word 6.0) hard copy. We are not required to submit t h e Credit Form because the C i t v has an A2 r at i n o from Moody's on its General Obligation Bonds Does local government have a Bond Rating? Yes Bond Rating(s): A2 No Submitted by: Katherine Godbey Title: Finance Director Signature: Date: November 3, 1998 023 OCT -28 -1998 WED 02:59 FM WA ST TREASUER DEBT MGMT FAX NO. 3609029045 STATE TRCASUREtt STATE OF WASHINGTON By Date Designated State Treasurer Reureser tear EXHIBIT C FORM OF FINAIiCJNG CONTRACT PERSONAL PROPERTY LOCAL AGENCY PERSONAL PROPERTY FINANCING CONTRACT This Agreement is between the govcrnmaital organianon I dutt,facd in Exhibit A attached hereto, (the "Lora: Aycncy and the Office of the State Treasurer (thc "State Treasurer under authority granted by Rcsoiuticn `o. 879 of the State Finance Committee of the State of Washington, WHEREAS, Chapter 39.94 RCW, as amended, (the "Act authorizes the State Treasurer to enter into financing contracts to provide lower costs to Local Agencies (as defined hcrctn) for equipment acquisition; and WI IEREAS, the State Treasure has negotiated thc terms of a Master Financing Contract dated as of September 1, 1908 ,the 'h1ast`r Contract ")'ith Washington Finance Officers Association, as lessor "WFOA pursuant to which financing will be made ava rlablc for the acqui tion of property by Local Agencies over a period of time under terms sir for,h therein; and WI IEREAS, the Local Agency desires to pasticipate in the Master Contract for the acquisition of certain items of property, iT IS THEREFORE AGREED AS FOLLOWS: Section 7 through Section 24 of this agreement are attached hereto as exhibit D and ircarporstcd by this reference herein. Exhibit D also is on file in thc office of the State Treasurer and, accordingly, may bc detached from this aoroe+nent for convemencc of the p'mcs. Section 1. Defined Teter. Unless otherwise dcfii od in the rentals to this ogwi..,rent, capitalized tenor used in this sorcement have the meanings given such terms in the Master Contract. Section 2. Lease Purchase. %r -ynitinn of Egoloratru. Tha Local Agency has dci:vered a None of Intent to Lease Purchase m the form of Pxhibit A. 1 attached hereto. In on9i.o to evidence. its accepeance of the !equipment, the Local Agency [has execucaa and dchvcred herewith,) [expects to execute and deliver within 60 days] as Exhibit A an ''Equipment Certificate." Attached hereto (and rncorpurs ed herein) as Exhibit S is a copy of the Certificate Designating Authonzed Load Agency Representatives" for the Local Agency Said Ccrttficotc is currently in forte and has not boon amended or superseded, and he signa- tures shown therein arc true and correct copies of the signatures of the persons who hold the rites shown opposite their names. The stgnaruree of any one of the individuals shown on said Certificate is sufficient to bind the Local Agency under this agreement ana with respect to any of the undertakings contemplated heroin. Section 3. Aneney Rrnr plus Sgpp(emcnial Rent. The payments for Agency Rant are son forth in Exhibit C to this agree- ment. Upon execution of nut Financing Contract by the State Treasurer, a copy of Exhibit C shall be forwanled to thc Local Agency The agency Relt act forth in Exhibit C shall bc based on the prinetptat amount requested to be financed by such Local A ecncy in E'ihib't A-2. From and after thc dad: of this agreement, the Local A gency will make each payment of Agency Rent on thc respective Agency Rent Payment Date to the State Treasurer for deposit in a Capital Lease Program Account (1739). The Lodi) Agency hereby .7‘' knowled;cs receipt of a conformed copy of the Master Cor.tracr. Section 4 Br121v►nrn;. Upon at least 60 days prior notice to the State Treasurer. the Local Agency may prepay Agency Rcrt and :or Agency Supplemental Rent to the State Treasurer on any date in an amount sutlicunt to defeasc the obligation at the in- eren rates apphcubte at the time of prepayment. Any prepayment of Agency Rent and/or Agency Supplemental Rent shall not dis- charge or c, :pease the Local Agcmcy's obligations Tinder this Financing Contract, except to the extent of (ho dollar amount paid to thc State Tre.i3urcr Section S. persona) Property The State Treasurer hereby subleases to the Load Agency, and the Local Agency hereby subleases from the State Treasurer, the Personal Property in accordance with the provisions of this Financing Contract. to Ilse for ils lawful public pa :poses for the term hereof. Upon a ;ceptancc of the Personal Property hereunder by the Local Agency and payment for such Persor.ai Property pursuant to Section 2.2 of thc Master Contract, all rights as sublessee with iespcct to the Personal Prop- erty granted to thc Local Agency by the State Treasurer under this Financing Coruact shall vast in the Local Agency, without any further action on the part of the State Treasurer. The Local Agency shall not assign or sublease the use or possession of any items of Personal Property or assign any of its nghls under this Financing Contact to any third party. Section 6. IOim. The term of this Financing Cuntiact will commence as of the date hereof and continue through the final a genry Rent Payment Date, as shown on Exhibit C, unless earlier terminated as expressly provided for in this Financing Contract. 13 as Local Agency 13y Title Date State Transaction No. 1 KN 10.1.W P. 15 324 CERTIFICATE OF AUTHORIZING RESOLUTION I, the undersigned, Clerk of the City of Port Angeles, Washington, (the "Agency DO HEREBY CERTIFY: 1. That the attached Resolution No. 22 herein called the "Resolution is a true and correct copy of a resolution of the Local Agency adopted at a regular meeting of the City Council held on the 3rd day of November, 1998, and duly recorded in my office. That said meeting was duly convened and held in all respects in accordance with law; and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the City Council was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the adoption of the Resolution; that all other requirements and proceedings incident to the proper adoption of the Resolution have been duly fulfilled, carried out and otherwise observed, that the Resolution remains in full force and effect and has not been amended, repealed or superseded and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand as of this 3rd day of November 1998. Becky J. Upt C Clerk