HomeMy WebLinkAboutCity Council Committees - Operations Committee - 02/05/2008
Operations Committee Agenda
Councilmembers: Debbie Raplee*Les Thomas*Tim Clark, Chair
Unless otherwise noted, the Operations Committee meets at 4:00 p.m. on the 1st and 3rd
Tuesdays of each month. Council Chambers East, Kent City Hall, 220 4th Avenue South,
Kent, 98032-5895. Dates and times are subject to change. For information please contact
Renee Cameron at (253) 856-5770.
Any person requiring a disability accommodation should contact the City Clerk’s
Office at (253) 856-5725 in advance.
For TDD relay service call the Washington Telecommunications Relay Service at 1-
800-833-6388.
February 5, 2008
4:00 p.m.
Item Description Action Speaker Time Page
1. Approval of minutes YES 1
dated January 15, 2008
2. Approval of vouchers dated YES Bob Nachlinger 05 Min.
January 15, 2008, and January 31, 2008
3. Copier Fleet Replacement - Leasing YES Paul Dunn 10 Min. 3
Agreement with Ricoh Business Systems
4. Workers Compensation Claims Administration YES Chris Hills 05 Min. 5
Agreement w/Berkley Risk Administrators, LLC
5. Comprehensive Communications Technology YES Mike Carrington 05 Min. 11
Infrastructure Master Plan
6. Digital Upgrade and Multimedia Workflow YES Mike Carrington 05 Min. 13
Management Systems
7. Jail Study Cost YES John Hodgson 10 Min. 25
8. Capital Asset Replacement Fund Policy - YES Bob Nachlinger 05 27
Resolution
9. Contingent Loan Agreement – YES Bob Nachlinger 05 33
Kent Events Center Public Facilities District
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INFORMATION TECHNOLOGY
Paul Dunn, Technical Services Manager
Phone: 253-856-4600
Fax: 253-856-4700
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
February 5, 2008
TO: Kent City Council Operations Committee
FROM: Paul Dunn, Technical Services Manager
THROUGH: Mayor Suzette Cook
SUBJECT: Copier Fleet Replacement
MOTION: I move that the City Council authorize the Mayor to enter into
leasing agreements with Ricoh Business Systems to supply the City with
Multi-Function Copier, Printer and Facsimile devices under the KCDA (King
County Director’s Association) Master Contract.
SUMMARY: The City’s leased copier fleet is now 5 years old and is ready for
replacement. During 2007, the Information Technology Department conducted a
City-wide survey of computer printers, copiers, and facsimile machines. As part of
this survey, page count and printing volumes were measured on each device.
Department and workgroup level interviews were conducted in order to better
understand each area’s printing and copying needs and functions. Based on the
results of this survey, it was estimated that the City spends approximately
$440,000 per year in printing/copying, and faxing activities.
Following this research, an “anticipated state” was developed. This “anticipated
state” represents a modified printer/copier fax machine profile that when adopted,
will save the City an estimated $120,000 per year in printing/copying/and faxing
charges.
Based on the “anticipated state”, the Information Technology Department issued a
Request for Proposals from vendors to supply the City with its replacement fleet.
We received 10 proposals from 8 vendors. We conducted in-depth interviews with
4 finalist vendors, and settled on Ricoh Business Systems as the chosen vendor.
BUDGET IMPACT: The leasing costs are billed back internally to departments, and
the overall costs are already budgeted by the City.
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EMPLOYEE SERVICES DEPARTMENT
Sue Viseth, Director
Phone: 253-856-5270
Fax: 253-856-6270
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
February 5, 2008
To: Operations Committee
From: Chris Hills, Risk Manager
Thru: Sue Viseth, Employee Services Director
Regarding: Workers Compensation Claims Administration Agreement – Approve
MOTION: Recommend council authorize the Mayor to sign the Workers’
Compensation Claims Administration Agreement with Berkley Risk
Administrators Company, LLC in the annual amount of $51,250, per year
for 3 years, subject to final terms and conditions acceptable to the City
Attorney.
SUMMARY:
For the past eight (8) years, the City has used Sedgwick Claims Management
Services, Inc., formerly Johnston & Culberson, Inc., for workers’ compensation
claim administration services. Due to proposed cost increases in the current
contract and perceived decreases in service responsiveness, Risk Management
requested proposals in August 2007 from a number of national and regional firms
to evaluate their ability to serve the City’s claims administration needs. After
evaluating and scoring the proposals, the City invited the top three proposers, and
Sedgwick, to participate in interviews in October 2007. At the conclusion of the
interviews, the interview panel determined that Berkley Risk Administrators, LLC
best served the City’s needs based on its overall pricing, service approach, and
proximity.
BUDGET IMPACT:
Within established budget and below the cost of the proposed 2008 contract with
Sedgwick CMS.
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AGREEMENT TO ADMINISTER SELF INSURED CLAIMS
For adequate consideration, Berkley Risk Administrators Company, LLC (“Servicing Company”) and The City of Kent,
Washington (“Client”) hereby agree as follows:
A. PARTIES
1. Client is authorized to self insure itself for purposes of workers’ compensation liability under the laws of the State of
Washington (the “Program”).
2. Servicing Company has a principal place of business at 222 S. Ninth St., Ste 1300, Minneapolis, Minnesota, is an
administrator of statutory workers compensation claims and is authorized to administer claims under Washington law.
B. SCOPE OF SERVICING COMPANIES’ SERVICES
1. Self Insured Claims for Statutory Benefits Berkley will record, administer and adjust all new and run-off claims
arising out of the Program and reported to it by Client for the life of the contract.
2. Standard of Performance Berkley will process and adjust claims for statutory benefits in accordance with the relevant
state laws and regulations and in accordance with the following contractual standards:
a. After acknowledging the claim, Servicing Company will conduct or direct an investigation as it deems necessary and
appropriate for any loss in order to determine compensability. In carrying out the investigation, Servicing Company may in its
discretion retain the services of other independent contractors with expertise in areas such as field investigations, surveillance, and
pay these added costs as an allocated expense.
b. Servicing Company will evaluate and make recommendations concerning coverage and liability issues and set reserves in
good faith based on the facts and information documented in the individual claim files. Any single change in reserve greater than
$10,000 will be communicated to Client. Servicing Company and Client will review the reserves together at least once every 3
months.
c. Servicing Company will assign defense counsel to all litigated claims reported to it. Servicing Company will monitor any
developments in the case, insure that counsel is attentive to the matter, and report back to Client as necessary or as requested by
the Client.
d. Servicing Company will evaluate potential subrogation rights of Client and will assert those rights that it believes are
likely to yield a benefit to the Client. Notwithstanding any judgment made by Servicing Company about whether to pursue a
subrogation claim, the Client reserves the right to instruct Servicing Company to assert or not assert any meritorious claim.
e. The mechanism for determining Servicing Company’s compliance with claim performance standards will be a joint
review of claim files by Servicing Company and the Client which will occur at least quarterly.
These performance standards do not imply or guarantee a particular claim result.
3. Claims Reporting Servicing Company will provide the following reports relevant to claim handling:
a. Accounting reports will include: (i) weekly or monthly listing all checks issued for payments made from Client’s bank
account described in Section C.2.02; (ii) monthly reports itemizing all claims processed by Servicing Company during the
preceding month, including reports giving the status of losses, payments to date, estimated reserve amounts and other details
relating to losses for purposes of Client’s loss analysis. Customized reports are available upon request at no additional charge
unless the report requires additional programming.
b. Servicing Company will provide the State of Washington and industry associations having jurisdiction over workers’
compensation matters with all information and forms required of self insured employer relevant to claims activities.
4. Loss Control: Loss control services may be available for an additional hourly charge.
C. CLIENT’S DUTIES
1. Servicing Company’s Fee. For the services described in paragraph 1.02, Servicing Carrier will be paid the following fee:
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Client will pay Servicing Company a minimum annual claims service fee of $51,250 for a total of up to 110 new or reopened claim
files during an Agreement year. For each additional claim that is opened or reopened, Client will pay servicing Company $485 for
each claim.
A pro-rata amount of the annual fee will be billed prospectively every quarter.
Client will pay Servicing Company $200 for each open time loss claim and $50 for each open medical only claim assumed at the
time of contract inception. This is a one-time fee imposed at the time of contract inception.
“Time Loss” claims are 1) any claims that involve exposure or requests for total temporary disability,
loss of earning power or permanent impairment/disability; 2) claims which involve third party
subrogation investigation or recovery efforts; 3) claims where the worker is represented by legal
counsel or the claim is in litigation; 4) asbestosis claims; 5) hearing loss claims. Such claims are
considered “Time Loss” claims for purposes of this Section, regardless if time loss or indemnity
benefits are incurred or paid. “Medical Only” claim means a workers’ claim (a) for which only medical
treatment is sought or at issue and all such medical treatment is obtained within ninety (90) days after
the initial treatment date and (b) that does not exceed a total monetary payout of over $2,500.00.
2. Funding Claim and Program Account Client will establish, fund and reconcile a bank account or accounts for the
payment of claims, allocated loss adjustment expenses, and Program expenses at a bank of its choice. Servicing Company is not
an insurer and as an administrator of claims does not finance, fund or otherwise act as surety for claim and Program expenses.
Servicing Company will have Client’s authority to issue checks on its behalf drawn against said bank account to pay claims, claim
expenses, and other Program expenses. Servicing Company will contact Client by telephone or e-mail to obtain authority for any
payments that exceed $10,000.00, and will require secondary approval (or like kind internal processes to safeguard against
unauthorized issuance of checks) for any check to be drafted in an amount equal to or greater than $10,000.00. Client will monitor
the bank account balance to insure there are no funding deficiencies.
Allocated loss adjustment expenses include, but are not limited to, legal defense costs, independent medical evaluations,
photocopies, medical records, police reports, surveillance, court reporter fees, transcript fees, copies of depositions, expert witness
fees, filing fees, field investigations, and rehabilitation services. Program expenses include, but are not limited to, assessments,
taxes and audit, legal and actuary fees.
3. Communications: Client agrees to give Servicing Company prompt notice of claims in a verifiable format, to forward
on a timely basis all necessary and relevant claim and participating client employer information, and to respond to requests for
information or requests for required payment authorization in a prompt manner.
4. Legal Advice: Client understands and acknowledges that Servicing Company does not provide legal advice.
D. TERM AND TERMINATION
1. Term and Termination. This Agreement is effective February 1, 2008, and shall run for 36 months, and may be
extended thereafter upon the written approval of both parties. The terms of this Agreement will apply to any services performed
beyond the stated terms. Either party may terminate this Agreement for any reason or no reason, without penalty, by giving at
least sixty (60) days prior written notice to terminate this Agreement. Except for failure to pay fees or fund claims, termination
will be effective sixty (60) days after notice is given. If Client fails to pay fees of fund claims, termination is effective 15 days
after notice is given subject to Client’s right to cure within the first 10 days after notice is mailed.
2. Procedures on Termination. In the event this Agreement is terminated, all obligations of Servicing Company under
Part B of this Agreement will cease. Servicing Company will render a final accounting of Client’s claims and return all of Client’s
claims and financial or other records as they are kept in the ordinary course.
E. INDEMNIFICATION AND LIMITATION OF DAMAGES
1. Servicing Company’s Duty of Indemnification Servicing Company shall indemnify, defend and hold Client (and any
parent companies, subsidiaries and affiliates, and each of Client's respective officers, directors, agents, employees, successors and
assigns) harmless from any and all claims, suits, losses, judgments, damages, attorney's fees, costs, administrative fines, penalties
or expenses incurred by Client but only to the extent the relevant acts or omissions by Servicing Company, its employees or agents
are in breach of duties under this Agreement or any directive Client may have issued.
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2. Client’s Duty of Indemnification Client shall indemnify, defend and hold Servicing Company (and any parent
companies, subsidiaries and affiliates, and each of Servicing Company's respective officers, directors, agents, employees,
successors and assigns) harmless from any and all claims, suits, losses, judgments, damages, attorney's fees, costs, administrative
fines, penalties or expenses (collectively referred to as “damages, costs and penalties”) incurred by Servicing Company, but only
to the extent the relevant acts or omissions by Servicing Company or its agents or employees are in compliance with its duties
under this Agreement or any directive Client may have issued.
3. Limitation of Damages EXCEPT AS MAY BE REQUIRED UNDER THE INDEMNIFICATION PROVISIONS,
SERVICING COMPANY AND CLIENT AGREE THAT IN NO EVENT WILL ONE BE LIABLE TO THE OTHER FOR
PUNITIVE DAMAGES, LOST PROFITS, CONSEQUENTIAL, OR INCIDENTAL DAMAGES THAT ARISE OUT OF OR
RELATE TO ANY BREACH OF ANY LEGAL DUTY WHETHER FRAMED AS A BREACH OF CONTRACT OR TORT
CLAIM. SERVICING COMPANY AND CLIENT AGREE THAT EACH’S LIABILITY TO THE OTHER FOR DAMAGES
FOR ANY OCCURRENCE OR RELATED OCCURRENCES WILL NOT EXCEED PROVEN DIRECT DAMAGES UNDER
THIS AGREEMENT. THIS CALCULATION OF DAMAGES IS INTENDED TO BE EXCLUSIVE.
4. Limitation of Action or Arbitration The provisions of this section shall survive the termination of this agreement.
F. CONFIDENTIALITY AND PRIVACY REQUIREMENTS
1. Non-public Personal Information Servicing Company and Client each have obligations to safeguard non-public,
personal information under federal and state privacy laws and regulations. Each party hereto agrees to become familiar with, to
understand, and to comply with these laws and represents and warrants that it will not take action that will violate these laws or
cause the other party to be in violation of such Privacy Laws. It is, however, understood and agreed that the documents containing
non-public personal information are part of the claims file and, as such, are the property of Client. Servicing Company will follow
Client’s instructions regarding the use or sharing of these documents and Client will defend, indemnify and hold Servicing
Company harmless from any expense, claim, investigation or liability that may arise from Servicing Company’s compliance with
Client’s instructions.
2. Prohibition Against Disclosure Except as may be authorized by a claimant or as otherwise authorized by law, Client
and Servicing Company will receive, maintain, and use any information labeled as Confidential in the strictest of confidence and
use commercially reasonable efforts keep such information confidential and to prevent the unwarranted disclosure thereof.
G. TERMS AND CONDITIONS
1. Governing Law This Agreement will be governed by the laws of the State of Washington.
2. Representation and Warranties Servicing Company and Client each represent and warrant to the other that in carrying
out their respective roles they will be compliant with applicable federal, state and local laws, rules and regulations.
3. Entire Agreement This is the entire Agreement between the parties and supersedes any previous communications,
representations or agreements, either oral or written, with respect to the subject matter hereof. This Agreement may not be
amended except in a writing signed by both parties.
4. Severability; Waiver The invalidity or unenforceability of any provision of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement. Any delay or waiver by a party to declare a breach of seek any remedy
available to it under this Agreement or by law will not constitute a waiver as to any past or future breaches.
5. Survival The provisions of this Agreement regarding Confidentiality, Indemnification and Release, Arbitration, and
Survival will survive the expiration or termination of this Agreement.
6. Independent Contractor Servicing Company is an independent contractor. Nothing in this Agreement will be
construed or deemed to create any other relationship between the parties, including one of employment, joint venture or partners.
7. Assignment Neither this Agreement nor any rights or obligations hereunder may be assigned, delegated or transferred by
either party without the prior written consent of the other party.
8. Arbitration If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of
this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the
venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to
an alternative dispute resolution process.
9. Force Majeure The term ‘force majeure’ includes, but is not limited to, the following: Acts of God and the public
enemy, fires, accidents, break downs, strikes, labor disputes, and any laws, orders, rules, regulations, acts or restraints of any
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governmental body or authority, civil or military, including any state department of insurance, which detrimentally impairs the
ability of the parties to this Agreement to perform their obligations, or any other causes beyond control of the parties hereto.
10. Notice All notices, certificates or other communications provided for, authorized or required under this Agreement will
be given in writing and mailed to:
If to Berkley: If to Client:
Kenneth R. Hopkins City of Kent, WA
222 South Ninth Street, Suite 1300 Attn: Chris Hills, Risk Manager
Minneapolis, MN 55402 220 Fourth Ave. S.
Kent, WA 98031
With copy to:
Kevin Kincade, General Manager
Berkley Risk Administrators Company, LLC
16040 Christensen Rd. Suite 110
Tukwila, WA 98188
The parties agree to these terms by executing this Agreement and the following persons are represented to possess the authority to
bind each entity to the terms of this Agreement and represent and warrant that ratification of this Agreement by their respective
Boards will occur to the extent necessary.
BERKLEY RISK ADMINISTRATORS
COMPANY, LLC
By: ___________________________ By: ___________________________
Its: ___________________________ Its: ___________________________
President, C.O.O.
Date: ___________________________ Date: ___________________________
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INFORMATION TECHNOLOGY DEPARTMENT
Mike Carrington, Director
Phone: 253-856-4607
Fax: 253-856-4700
220 Fourth Avenue S.
Kent, WA. 98032-5895
February 5, 2008
TO: Kent City Council – Operations Committee
FROM: Mike Carrington, Information Technology Director
SUBJECT: Comprehensive Communications Technology Infrastructure Master Plan
(CCTIMP)
MOTION: Move to recommend the Council authorize Mayor Cooke to sign
purchase orders supporting the completion of the City’s Comprehensive
Communications Technology Infrastructure Master Plan, for a total amount not
to exceed $98,000.
SUMMARY
As a critical contributor to the 2008 multiyear Technology Plan, the Comprehensive
Communications Technology Infrastructure Master Plan assesses the City’s current state
of connectivity, telecommunications capability and associated requirements. From that
assessment a strategic set of telecommunications goals will be established for executive
and Council consideration. Final stage detailed deployment plans will be outlined based
on adopted goals and selected priorities.
Assessment, evaluation and planning for multiple related technology considerations
include focus in the following areas:
1. Communications Infrastructure & Engineering Assessment
2. Information System Solutions with technologies like VoIP (Voice over Internet
Protocol) and others
3. Communications Deployment Feasibility
4. Fiber and Wireless Master Planning
5. Fiber and Wireless Building Code Composition
6. Telecommunications Technology Aggregation
Final deliverable will include, but not be limited to a Kent specific Comprehensive
Communications Technology Infrastructure Master Plan and Report.
BUDGET IMPACT
Funding for this multi-phase initiative was budgeted as a component of the 2007 Interim
Technology Plan and adopted as part of the City of Kent 2007 Final Budget.
Kent City Council - Operations Committee Communication Infrastructure Master Planning
February 5, 2008 1
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INFORMATION TECHNOLOGY DEPARTMENT
Mike Carrington, Director
Phone: 253-856-4607
Fax: 253-856-4700
220 Fourth Avenue S.
Kent, WA. 98032-5895
February 5, 2008
TO: Kent City Council – Operations Committee
FROM: Mike Carrington, Information Technology Director
SUBJECT: Digital Upgrade and Multimedia Workflow Management Systems
MOTION: Move to recommend the Council authorize Mayor Cooke to sign
purchase orders supporting the completion of the City’s Digital Upgrade and
Multimedia Workflow Management Systems, for a total amount not to exceed
$288,000.
SUMMARY
Seeking authorization for IT Multimedia’s set of technology related projects focusing on
the following broadcast and workflow/requisition improvements:
1. Digital Capture
Updating/converting our existing audio & video capture systems from analog to
digital.
2. Cable TV Broadcast System
Converting tape based Kent TV21 broadcast system to digital.
3. Video Bookmarking
Enabling web-based video/audio capture, search and playback features that
coincide with specific points on meeting agendas.
4. Digital Audio & Video Editing Systems
Replacing our outdated non-linear editing system.
5. Workstation and Equipment Rack Replacements
Providing for a video editing workstation and electronic equipment racks.
6. Multimedia Requisition and Services Support System
Software to provide web-based service request job tracking and costing.
7. Agenda & Minutes Software
Software to support automation of Council and Committee meeting minutes and
agendas.
8. Audio Features and Improvements
9. Several miscellaneous projects to enable and/or enhance the City’s audio capture
and broadcast capabilities.
BUDGET IMPACT
Funding for these projects fall within the 2007 Interim Tech Plan, adopted as part of the
City of Kent 2007 Final Budget.
Kent City Council - Operations Committee Digital Upgrade & MM Workflow Management
February 5, 2008 1
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Multimedia
Workflow *
System
(*Avanti)
(On-Demand on
Web)
Audio & Video
Kent TV21
(Broadcast)
System
System Rplc.
(non-linear
editing)
Installation &
Integration
(Furniture, racks,
wiring)
2007 Tech Plan
Multimedia Services
Projects
*Scope creep from
Video
Bookmarking
Council/
Committee
Audio Feed
*Scope creep mtgs.
not videotaped.
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MULTIMEDIA SERVICES
Dea Drake
Manager
220 4th Avenue South
Kent, WA 98032
Fax: 253-856-4700
PHONE: 253-856-4646
Interoffice Memorandum City of Kent Information Technology Department
Mike Carrington, Director
Page 1 of 2
Project Name: Audio & Video Meeting Capture System
Executive Summary:
The current system which captures audio and video from the council chambers is outdated and
failing. The technology is old, pieces of the equipment are failing, the system still captures to
VHS tape and the quality is poor and unreliable. Much of the equipment is no longer available
and has to be purchased second hand off the internet to replace equipment that breaks.
This system is in critically poor condition and it is mandatory that it be replaced if we are to
continue recording meetings from council chambers.
Capture Systems:
The primary function of a new capture system would be to capture audio and video streams
from podiums and cameras in council chambers and encode them into different digital formats
for Cable TV broadcast, web streaming, video on demand, podcast (audio files on the internet),
and DVD for archiving and public record.
Systems reviewed include Broadcast Pix/Digital Rapids, Leightronix, Tightrope, and VT4.
Critical Decision Factors in the ability to:
1. Capture in a format that can be broadcast on the current Cable TV playback system or
any new system purchased.
2. Work with video bookmarking/agenda software program.
3. Simultaneously encode in a number of formats.
4. Improve quality and reliability.
5. Improve ability to add text and station “Bug” while recording.
6. Work with existing cameras and robotics.
7. Have a fail safe or back up mechanism in case of equipment failure in the middle of a
meeting.
8. Have proven reliability and good references.
9. Be within budget.
10. Be upgradeable to high definition.
Recommendation for Capture System:
The Broadcast Pix and Digital Rapids combination is the only system that meets all the criteria
above.
Date: August 5, 2007
To: Mike Carrington, IT Director
From: Dea Drake, Multimedia Manager
Subject: Audio & Video Meeting Capture System Summary
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Interoffice Memorandum City of Kent Information Technology Department
Mike Carrington, Director
Page 2 of 2
Mitigating Risk Factors:
No one company makes one complete package to facilitate everything needed in a Digital In-
House system. Therefore, the two largest risk factors would be:
1. Products would not seamlessly integrate or otherwise work together.
2. Potential functionality gaps or painful step duplication between differing products.
The risk has been mitigated through discussion with vendors willing to give us their assurance
(in writing) that their products work together.
1. The best method to mitigate risk would be to select an integrator who would take
responsibility by contract.
2. Both Digital Rapids and Broadcast Pix have validated that the Digital Rapids capture can
work seamlessly with Broadcast Pix.
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MULTIMEDIA SERVICES
Dea Drake
Manager
220 4th Avenue South
Kent, WA 98032
Fax: 253-856-4700
PHONE: 253-856-4646
Interoffice Memorandum City of Kent Information Technology Department
Mike Carrington, Director
Page 1 of 1
Audio & Video Editing Replacement System
Executive Summary:
A non linear editing system is a requirement for any digital station. Non linear editing improves
the video and audio of a program, enables selective “cutting” of items not felt in the best
interest to be broadcast, enables special effects and can provide multiple titles, filters and
effects onto the same scene.
Non Linear Editing Systems:
Alternative systems include Avid, Final Cut Pro and Speed Edit.
Critical Decision Factors:
1. Needs to work seamlessly with the capture and broadcast systems.
2. Must be easily used
3. Must be able to be used both for in-house and off site productions
4. Must be able to have good special effects.
Recommendation for Non Linear Editing System:
Final Cut Pro was selected for the In-house non linear editor. It best meets the critical decision
factors and is less expensive that Avid while maintaining superior features.
The TriCaster Studio was selected for the off site production non linear editor. It will improve
field recording of parades and other events while enabling switching between cameras and
editing in the field.
Date:
To: IT
From: Multimedia
Subject: Peer Review for Audio & Video Editing Replacement System
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MULTIMEDIA SERVICES
Dea Drake
Manager
220 4th Avenue South
Kent, WA 98032
Fax: 253-856-4700
PHONE: 253-856-4646
Interoffice Memorandum City of Kent Information Technology Department
Mike Carrington, Director
Project Name: Cable TV Broadcast System
Executive Summary:
The primary function of the broadcast system is to schedule and control play-out of video
programs over the Comcast Cable system. The current broadcast system relies on a bank of
SVHS tape decks. The system is twelve years old; the decks are no longer available for
purchase. This outdated, analog system has poor quality and limited ability to play back
videos. Decks are beginning to fail, and the system has intermittent problems related to
control of the older decks.
A digital broadcast system, combined with a digital capture system would significantly improve
both the audio and video quality of programs broadcast. In addition, a digital broadcast system
would allow greater flexibility in the number of programs in the flexibility of play-out days and
times; and reduce staff time required to input and monitor the system.
Broadcast Systems:
There are a limited number of broadcast systems in the price range appropriate for the City of
Kent. Systems reviewed and tested include: Rushworks, Leightronix and Tightrope.
Critical Decision Factors - the ability to:
1. Control a variety of devices, digital files and formats of audio/video content and play
back from a networked server.
2. Play back these files “unattended” (computer controlled, no operator on site).
3. Must be able to schedule automatic playback, check schedule for conflicts and create an
automatic schedule for posting on the internet.
4. Provide a user friendly reader board feature that accepts and rss feed.
5. Be web based and accessible via the internet for monitoring, scheduling and repair.
6. Have the ability to have multiple windows (split screens), bottom scrolls, station bugs,
weather and traffic add ins.
7. Ability to upgrade to high definition.
8. Have proven reliability and good references.
9. Be within the appropriate government access budget range (i.e. vs major network TV)
Recommendation for Capture System:
Tightrope was the selected product. It’s the one that best met all of the critical decision
factors, was easy to use and met the needs of the City.
Date: August 5, 2007
To: Mike Carrington, IT Director
From: Dea Drake, Multimedia Manager
Subject: Digital Broadcast System for Comcast Cable Government Access Channel 21 Summary
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MULTIMEDIA SERVICES
Dea Drake
Manager
220 4th Avenue South
Kent, WA 98032
Fax: 253-856-4700
PHONE: 253-856-4646
Interoffice Memorandum City of Kent Information Technology Department
Mike Carrington, Director
Page 1 of 4
Digital Upgrade Design, Integration and Installation
Executive Summary:
This is the glue that makes all Digital In-house system work. It includes installing all parts of
the capture, broadcast, non-linear editing and video bookmarking and web archiving and
making them work together seamlessly. It involves cleaning up video room wiring and
furniture in order to maximize the safe use of the space. Training of staff in how to use each of
the systems is critical to it’s success and is included in this project.
Design, Integration and Installation:
The primary function would be to make all new and existing audio and video equipment in the
video room work together in as efficient manner as possible.
Alternative systems include Advanced Broadcast Systems, VMI and Media Control Systems.
Critical Decision Factors:
1. Ability to design how all existing and new equipment will work together and develop a
plan to accomplish that.
2. Must understand products, cabling, networking, etc and have the capacity to make it all
work together.
3. Must be able take rewire the office so cables are neat, documented and out of the way.
4. Needs to train staff effectively
5. Must supply quality furniture that will enhance the productivity of the room.
Recommendation for Capture System:
Advanced Broadcast Systems was the only firm that met all critical decision factors. VMI and
Media Control Systems could not fully provide the work necessary.
Date:
To: IT
From: Multimedia
Subject: Digital Upgrade Design, Integration, Installation Executive Summary and
Recommendation
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MULTIMEDIA SERVICES
Dea Drake
Manager
220 4th Avenue South
Kent, WA 98032
Fax: 253-856-4700
PHONE: 253-856-4646
Interoffice Memorandum City of Kent Information Technology Department
Mike Carrington, Director
Video Bookmarking and Web Archiving, Agenda and Minutes Automation
Executive Summary
The purpose of this project is to allow/improve internet access to videotaped city meetings and
other video programs for our constituents, elected officials, staff and city partners.
Project Goals
1. Provide library of videotaped meetings and programs that currently run on Kent Cable
Channel 21 archived on the internet and be retrievable from the internet on demand.
2. Tie agenda items and minutes to the videos of City Council and Committee meetings and
make them searchable across meetings and able to be accessed at the point in the video
where the desired item is discussed.
3. In conjunction with this, and in order to accomplish this we will implement a system
which will allow all departments to submit committee meeting agenda items and
supporting documents and attachments electronically to the meeting organizer(s).
Meeting organizers will quickly be able to create agenda packets, minutes, send out
letters and legal notices and publish to a public web portal, bookmark the video to the
agenda item in real time at the meetings, prepare minutes in real time at the meeting
and submit the entire package to the City Clerk’s office for inclusion in the appropriate
Council Meeting Agenda packet.
4. Create simple, easy to use portal on the city’s website to access archived video library.
Benefits to the City
1. Quick and easy access to videotaped council actions/meetings.
2. Ability to find a particular topic across multiple meetings and go directly to that topic on
a video and see corresponding documents.
3. Library of other videos produced by the City and/or relevant to Kent Citizens.
4. Improved public record request response time. Citizens and staff will be able to find
their own information quickly and easily. Should significantly reduce clerk and video
time on public records requests related to videos, agendas and minutes.
5. Significantly improved agenda creation and approval process for meeting organizers.
6. All agenda and minutes will be created utilizing the same process across departments,
creating consistency, better back-up coverage, and greater efficiency and timeliness.
7. Committee agenda/minute packets will flow into council meeting agenda packets,
creating consistency, efficiency and timeliness for clerk, council and other city staff.
Date: July 30, 2007
To: IT – Mike Carrington
From: Multimedia – Dea Drake, Duane Petersen
Subject: Digital Broadcast _Video Bookmarking and Web Archiving Project
21
MULTIMEDIA SERVICES
Dea Drake
Manager
220 4th Avenue South
Kent, WA 98032
Fax: 253-856-4700
PHONE: 253-856-4646
Interoffice Memorandum City of Kent Information Technology Department
Mike Carrington, Director
Multimedia Workflow System
Executive Summary:
The primary objective of this type of software is to enable City of Kent customers to easily
order graphic design, printing and video recordings via the web, to facilitate fulfillment of those
orders internally and take appropriate tracking and accounting actions.
There are two alternative systems, EFI Printsmith and Avanti. We recommend the purchase of
Avanti.
Critical Decision Factors:
Critical decision factors focus on functionality and cost. Printsmith fails to meet the top criteria
of integration with the City of Kent’s accounting system.
1. Functionality. There are several functionality areas we define as critical.
a. Accounting. Integration with City of Kent’s accounting system. This would enable
customers to have a drop down pick list of accounting codes to select, and allows
interface with the JDE system, which is account code based. This also reduces the
labor of both the requestor and the multimedia staff person who has to validate
account numbers. EFI Printsmith was developed as a tool for a commercial print
shop and doesn’t have a field for account number, nor the ability to create one.
Avanti interfaces completely with our existing account code structure and JDE.
Advantage - Avanti.
b. Real time budget tracking. With Avanti, departments can see exactly how much
money is left in their budget and potential impacts of jobs they’re considering
authorizing. This functionality is due to the Avanti integration with JD Edwards. EFI
Printsmith doesn’t offer this functionality. Advantage - Avanti.
c. Spreadsheet time tracking for performance measures and cost accounting. The
current process takes an inordinate amount of time and is ineffective. Printsmith
offers no functional solution. Avanti would eliminate this. Advantage - Avanti.
d. Staging. Current process requires large investment in staff time for both PS and MM
leads in order to be effective. Printsmith offers no functional solution. Avanti
automates this process, enabling leads to estimate workload of staff and track it.
Advantage - Avanti.
e. Web ordering. Avanti, with its ability to interface with JD Edwards, provides a pull
down menu for customers to select the account code to bill. Both systems have pick
lists and required fields to make orders easy and complete. Advantage – Avanti.
Date: June 20, 2007
To: IT Manager Team
From: Multimedia Services, Dea Drake/Duane Petersen Project Team
Subject: Executive Summary/Product Recommendation
22
Peer Review for Workflow Management System Page - 2 -
P:\Projects\Multimedia\_Multimedia Workflow System\Multimedia Workflow Executive Summary and Recommendation.doc 6-20-07 Suicide watch
on graphics staff could be eliminated.
f. Web ordering. Avanti, with its ability to interface with JD Edwards, provides a pull
down menu for customers to select the account code to bill. Both systems have pick
lists and required fields to make orders easy and complete. Advantage – Avanti.
g. Web approval. Both systems allow a customer to view proofs online, make
comments or changes then approve. This will reduce customer workload, improve
project turn-around and reduce interruptions to Graphic Artists’ production time. No
Advantage for either.
h. Status viewing. This is not available with EFI Printsmith but is true for Avanti where
customers are also notified the moment their work is completed. They also can
check status on line without calling Multimedia. Advantage – Avanti.
i. Estimating. Both systems estimate. The difference with Avanti is that customers
can see an estimate of how much their job will cost and, if very expensive, might be
able to see estimates of less expensive options such as two colors instead of four.
This could save the money for the department and city. Printsmith customers can’t
see the results of the estimate as it goes directly to the Multimedia team for internal
use. Advantage – Avanti.
j. Business card ordering. Both EFI Printsmith and Avanti have a business card system
where customers can fill in names and titles then order business cards. The
difference is that with EFI Printsmith, long names or titles may appear to be fine
when reality is that they’ll print off the card. Avanti allows the customer to see
exactly what the card would look like. Advantage - Avanti.
k. Scheduling – Both do this adequately. No Advantage for either.
l. Reporting functionality. Both have good reporting. No Advantage for either.
2. Cost.
Avanti total cost is just under $100,000. EFI Printsmith total cost is just under $25,000.
Advantage – EFI Printsmith.
Return on Investment
An Avanti implementation would significantly improve processes within the Multimedia
department and for those ordering Multimedia services. Citywide, it would
0.
decisions about their projects,
allow Multimedia to gather data to help form a truer cost model,
track machine usage, staff time and job complexity back to specific jobs and cost centers,
automate multimedia staging, time tracking and performance measures; allowing staff time
to be spent in production activities. We estimate a soft savings of 600-700 hours per year
for multimedia staff, which could be utilized for more production time, and result in less
overtime during non-peak production periods.
Conclusion
Once the system is implemented and paid for, the yearly fee is a nominal 18% and includes
software upgrades. The cost of the entire package spread over four years is less than $25,000
per year. The estimated value of multimedia staff time savings is $28,000 per year. This fails
to include soft time savings realized citywide in departments due to the online/web ordering
portion of the system. Based upon the functionality limitations of EFI, the critical features and
ROI would not be realized. For this reason, the real choice is between implementing Avanti or
continuing our manual processes.
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24
POLICE DEPARTMENT
Steve Strachan, Chief of Police
Phone: 253-856-5888
Fax: 253-856-6802
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
DATE: February 5, 2008
TO: Operations Committee
SUBJECT: Jail Study Authorization Request
MOTION: I move to recommend that Council authorize the Kent Police
Department to participate in the cost of a regional jail study, not to exceed
$40,000.
SUMMARY: Some of the cities in South King County have been meeting for
several months to consider building a regional jail. The City of Kent has been asked
to participate in the regional jail study cost. Kent’s portion of the jail study cost will
not exceed $40,000.
EXHIBITS:
BUDGET IMPACT: None.
Operations Committee Jail Study
February 5, 2008
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26
FINANCE
R. J. Nachlinger, Director
Phone: 253-856-5260
Fax: 253-856-6255
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
February 5, 2008
TO: Kent City Council Operations Committee
FROM: R. J. Nachlinger, Finance Director
SUBJECT: Capital Asset Replacement Fund Policy Resolution
MOTION: Recommend Council adopt the proposed resolution which relates
to establishing an expanded Capital Asset Replacement Fund policy.
SUMMARY: The City, in its annual budget adoption process, included specific
financial policies as part of its adopted budget. The City Council’s 2008 budget,
adopted by Ordinance 3867, incorporated the 2008 preliminary budget, which sets
forth the 2008 financial policies. The adopted financial policies are intended to
establish “best practices” in the areas of public debt, cash management and
investments, budget development and adjustment, and revenue collection. Under
its “Financial Stability Policies” section, this budget addresses the city’s “Equipment
Rental Replacement Fund,” and continues the city’s policy to maintain this fund by
setting aside monies on a regular schedule to be held in reserve so that adequate
funds exist to replace equipment as it becomes necessary to take the equipment
out of service. Although not specifically addressed in this policy, the city has
applied this same reserve fund practice for its capital assets, including, without
limitation, fleet vehicles, street overlays, equipment, building maintenance, a
reserve fund for replacement and refurbishment for the Kent Event Center. On the
recommendation of the city’s Finance Director, the city council has determined that
this reserve fund practice helps keep the city in a sound fiscal position.
Accordingly, the city council has determined to restate its financial policy to clarify
that the city’s reserve fund protocol should apply generally to the city’s capital
assets in 2008 and in the future.
BUDGET IMPACT: 2008 Budget
Kent Council Operations Committee Capital Asset Replacement Fund Policy
1
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1 Capital Asset Replacement
Fund Policy
RESOLUTION NO. ___________
A RESOLUTION of the City Council of the
City of Kent, Washington, establishing an expanded
Capital Asset Replacement Fund policy.
RECITALS
A. The City, in its annual budget adoption process, includes
specific financial policies as part of its adopted budget. The City Council’s
2008 budget, adopted by Ordinance 3867, incorporated the 2008
preliminary budget, which sets forth the 2008 financial policies on pages
twenty-one through twenty-four.
B. The adopted financial policies are intended to establish “best
practices” in the areas of public debt, cash management and investments,
budget development and adjustment, and revenue collection.
C. Under its “Financial Stability Policies” section, this budget
addresses the city’s “Equipment Rental Replacement Fund,” and continues
the city’s policy to maintain this fund by setting aside monies on a regular
schedule to be held in reserve so that adequate funds exist to replace
equipment as it becomes necessary to take the equipment out of service.
D. Although not specifically addressed in this policy, the city has
applied this same reserve fund practice for its capital assets, including,
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2 Capital Asset Replacement
Fund Policy
without limitation, fleet vehicles, street overlays, equipment, building
maintenance, a reserve fund for replacement and refurbishment for the
Kent Event Center.
E. On the recommendation of the city’s Finance Director, the city
council has determined that this reserve fund practice helps keep the city
in a sound fiscal position. Accordingly, the city council has determined to
restate its financial policy to clarify that the city’s reserve fund protocol
should apply generally to the city’s capital assets in 2008 and in the future.
RESOLUTION
THE CITY COUNCIL OF THE CITY OF KENT, WASHINGTON, DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. – Financial Stability Policies amended. The City of Kent
Financial Stability Policies, as incorporated into the 2008 city budget
through budget adoption Ordinance 3867, enacted on December 11, 2007,
which appear on page 21 of the 2008 Preliminary Budget, and which were
incorporated into the 2008 budget ordinance, shall be revised as follows:
FINANCIAL STABILITY POLICIES
General Fund Reserves – Per Resolution #1327, beginning with
the 1993 budget, the target for the General Fund Contingency
Account is 10% of the General Fund budgeted expenditures. The
policy is designed to provide a fiscal cushion, meet seasonal cash
flow shortfalls, and meet emergency conditions. The 2008 budget
meets that target.
Equipment Rental Replacement Fund Capital Asset
Replacement Funds - The City will maintain an Equipment Rental
Fund adequately funded to replace a fleet of vehicles and other
heavy equipment, including fire apparatus, at their scheduled
replacement timeThe City will adequately maintain funds that
replace, refurbish and restore city facilities, assets and
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3 Capital Asset Replacement
Fund Policy
infrastructure. These funds shall be appropriated in the Annual
Budget process and disbursed to the receiving funds during that
fiscal year. Examples include fleet vehicles, street overlays,
equipment, building maintenance and, beginning with the 2008
budget, at least $300,000 per annum for the Kent Event Center.
Self Insurance Program – The City will maintain an actuarially
sound self insurance program for unemployment, worker’s
compensation, liability insurance and health insurance. All of the
insurance programs are accounted for as separate cost centers
within one parent insurance fund. The liability insurance fund is
funded through the Washington City’s Insurance Authority for claims
over $100,000. The Health Insurance program is budgeted to
maintain fund balance at 2 times IBNR, using a multiple year
forecast to smooth the effects of necessary rate increases.
Pension Funds – The City will maintain an actuarially sound
Firemen’s Relief and Pension Fund.
SECTION 2. – Capital Asset Replacement Fund to be Permanent
Policy. The “Capital Asset Replacement Fund” policy established as part of
the city’s 2008 budget Financial Policies by this resolution shall become the
permanent policy of the city of Kent, unless amended by future budget
ordinances or separate resolution.
SECTION 3. – Severability. If any section, subsection, paragraph,
sentence, clause or phrase of this resolution is declared unconstitutional or
invalid for any reason, such decision shall not affect the validity of the
remaining portions of this resolution.
SECTION 4. – Ratification. Any act consistent with the authority
and prior to the effective date of this resolution is hereby ratified and
affirmed.
SECTION 5. – Effective Date. This resolution shall take effect and
be in force immediately upon its passage.
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4 Capital Asset Replacement
Fund Policy
PASSED at a regular open public meeting by the City Council of the
City of Kent, Washington, this _______ day of ______________, 2008.
CONCURRED in by the Mayor of the City of Kent this ______ day of
______________, 2008.
SUZETTE COOKE, MAYOR
ATTEST:
BRENDA JACOBER, CITY CLERK
APPROVED AS TO FORM:
TOM BRUBAKER, CITY ATTORNEY
I hereby certify that this is a true and correct copy of Resolution No.
______ passed by the City Council of the City of Kent, Washington, the
________ day of _____________, 2008.
BRENDA JACOBER, CITY CLERK
P:\Civil\Resolution\ReplacementFundPolicy.DRAFT020108.doc
32
FINANCE
R. J. Nachlinger, Director
Phone: 253-856-5260
Fax: 253-856-6255
Address: 220 Fourth Avenue S.
Kent, WA. 98032-5895
February 5, 2008
TO: Kent City Council Operations Committee
FROM: R. J. Nachlinger, Finance Director
SUBJECT: Contingent Loan Agreement – Kent Events Center Public Facilities District
MOTION: Recommend Council authorize the Mayor to sign all documents
necessary to amend the Form of Contingent Loan Agreement between the
city and the Kent Events Center PFD, previously authorized by Ordinance
NO. 3863, and to amend the Ordinance, if necessary, subject to approval of
final terms and conditions by the Finance Director and the City Attorney.
SUMMARY: Upon the advice of bond counsel, the City has been asked to amend the
existing Contingent Loan Agreement between the city and the Kent Special Events
Center Public Facilities District. These changes are recommended after more
detailed review of state and federal taxation and securities laws in order to obtain
the best interest rates and returns on the Kent Events Center bond issues. The
Finance Director will be available to answer any questions
BUDGET IMPACT: 2008 Budget
Kent Council Operations Committee 2008 Total Tax Levy Established
1
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FP DRAFT OF 11/26/200701/23/2008
CONTINGENT LOAN AND SUPPORT AGREEMENT
REGARDING FINANCING
FOR KENT SPECIAL EVENTS CENTER
BY AND BETWEEN
THE CITY OF KENT
AND
THE CITY OF KENT SPECIAL EVENTS
CENTER PUBLIC FACILITIES DISTRICT
50853182.350853182.4
35
CONTINGENT LOAN AND SUPPORT AGREEMENT
REGARDING FINANCING
FOR KENT SPECIAL EVENTS CENTER
THIS CONTINGENT LOAN AND SUPPORT AGREEMENT (this “Agreement”) is
dated as of the _____ day of _________, 2007,2008, and is made by and between THE CITY OF
KENT, WASHINGTON (the “City”), and THE CITY OF KENT SPECIAL EVENTS CENTER
PUBLIC FACILITIES DISTRICT (the “District”);
RECITALS
WHEREAS, Chapter 35.57.020 of the Revised Code of Washington (“RCW”) provides
that a public facilities district may acquire, construct, own, remodel, maintain, equip, repair,
finance, and operate one or more regional centers; and
WHEREAS, the City has previously determined that the acquisition and operation of
such a regional center is in the interest of the City, and by Ordinance No. 3853 passed on August
7, 2007 (the “District Formation Ordinance”), established the District pursuant to 35.57 RCW,
35.57, to assist in the design, construction, ownership, operation and/or financing of a regional
center as defined in RCW 35.57.020 as a convention, conference or special events center, and
related parking facilities, serving a regional population (the “Special Events Center”); and
WHEREAS, the Washington Interlocal Cooperation Act (RCW 39.34) authorizes a
public facilities district to contract with any other public agency of the State of Washington (the
“State”) to perform any governmental service, activity or undertaking which each entity is
authorized to perform; and
WHEREAS, the City and the District previously entered into an Interlocal Agreement for
Development of Special Events Center dated September 14, 2007 (“Interlocal Agreement No.
1”), pursuant to the Washington Interlocal Corporation Act in connection with the development
and operation of the Special Events Center; and
WHEREAS, the City began construction of the Special Events Center in July, 2007, with
available funds of the City;WHEREAS, pursuant to stateState law, the District Formation
Ordinance and Interlocal Agreement No. 1, for the purpose of providing for part of the cost of
joint development of the Special Events Center, the District is authorized to issue revenue bonds
or general obligation bonds in principal amounts approved by the City consistent with RCW
35.57.030, 35.57.090 and other applicable provisions of state law for the purpose of providing
for part of the cost of joint development of the Special Events Center; and
WHEREAS, all such bonds of the District will be satisfied exclusively from the assets,
revenues and credit of the District except and to the extent the City expressly agrees to make a
loan to the District to provide for the payment of such obligations; and
WHEREAS, under Interlocal Agreement No. 1 and Resolution No. 2007-1 of the Board
of Directors of the District adopted on September 14, 2007 (the “PFD Tax Resolution”), the
District imposed the sales and use taxes authorized by RCW 35.57.040(1)(d) and RCW
1
50853182.3
50853182.4
36
82.14.390 at the rate of 0.033% of the selling price (in the case of a sales tax) or the value of the
article used (in the case of a use tax) (the “Sales Tax”) and agreed to set aside the proceeds of
such Sales Tax either to be paid to the City for the purpose of providing for part of the cost of
designing, constructing, owning and operating the Special Events Center, and/or to provide part
of the debt service on District bonds or obligations issued to provide for part of such costs; and
WHEREAS, the City commenced construction of the Special Events Center on July 27,
2007, in satisfaction of the requirements of RCW 35.57.040(1)(d) that construction of a regional
center be commenced prior to July 1, 2008; and
WHEREAS, the City has designated and provided approximately 17.5 acres of land
owned by the City with an estimated value of $30,000,000 as the site on which the Special
Events Center is being constructed, and also is contributing at least $14,400,000 of City funds
and State grant proceeds toward the cost of construction of the Special Events Center in
satisfaction of the requirement of RCW 82.14.390(4) for the provision of land, cash or in-kind
contributions for the regional center from other public or private sources equal to 33% of the
amount of sales and use taxes collected for a regional center; and
WHEREAS, the City has requested that the District issue (i) its Special Events Center
Sales Tax Bonds, 2007,2008, in an original principal amount not to exceed [$_________] (the
“Sales Tax Bonds”) payable from the Sales Tax Revenue and District Revenue, and (ii) its
Special Events Center Revenue Bonds, 2007, Series A, and Special Events Center Revenue
Bonds, 2007, Series B2008 (Taxable), in an original aggregate principal amount not to exceed
[$_________] (the “Revenue Bonds”) payable from Special Events Center Revenues, to pay for
a portion of the capital costs of the Special Events CenterDistrict Revenues; and
WHEREAS, the District intends to issue its Sales Tax Bonds and Revenue Bonds and to
make proceeds thereof available to pay for a portion of the capital costs of the Special Events
Center; and
WHEREAS, the District has requested that the City provide credit support to the District
to permit the District to obtain financing for the capital costs of the Special Events Center at the
lowest interest rates available; and
WHEREAS, the City is willing to provide credit support for the District’s Sales Tax
Bonds and Revenue Bonds and towill own and operate or provide for the operation of the Special
Events Center and will pay operation and maintenance expenses of the Special Events Center
and collect Special Events Center Revenues, all as provided in this Agreement; and
WHEREAS, in consideration for the District’s issuance of the Bonds for the construction
of the Special Events Center, the City is willing to provide credit support for the District’s Sales
Tax Bonds and Revenue Bonds, and the City Council of the City by Ordinance No. ________
has authorized the City to enter into this contingent loan and support agreement;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the
parties hereto covenant and agree as follows.
2
50853182.3
50853182.4
37
Section 1. Definitions and Interpretation.
1.1 Definitions. As used or referred to in this Agreement, unless the context
otherwise requires, the following terms shall have the meanings given to them in the Recitals of
this Agreement:
Agreement Revenue BondsRCW
City SalesRevenue TaxBonds
District Sales Tax Bonds
District Formation Ordinance Special Events CenterSales Tax Bonds
Interlocal Agreement No. 1 StateSpecial Events Center
PFD Tax Resolution State
RCW
In addition, unless the context requires otherwise, the terms defined in this section shall, for all
purposes of this Agreement, have the meanings specified herein, to be equally applicable to both
the singular and plural forms of any of the terms defined herein.
“Bonds” means (i) the Revenue Bonds and the Sales Tax Bonds and (ii) any note, bond
or other obligation issued from time to time to refinance any obligations described in clause (i) or
(ii), so long as the latest maturity date of any obligation issued to refinance the Sales Tax Bonds
is not later than the latest maturity date of the Sales Tax Bonds; the latest maturity date of any
obligation issued to refinance the Revenue Bonds is not later than the date that is thirty years
after the issue date of the Revenue Bonds; and the aggregate principal amount of Bonds
outstanding at any time does not exceed [$62,700,000].
“Additional Revenue Bonds” means bonds that the District may hereafter issue pursuant
to Section 18 of Resolution [2008-___] of the District adopted February __, 2008 (the “Revenue
Bond Resolution”) that are secured by a lien upon the District Revenue that is equal to lien upon
the District Revenue in favor of the Revenue Bonds and Sales Tax Bonds.
“Additional Sales Tax Bonds” means bonds that the District may hereafter issue
pursuant to Section 19 of Resolution [2008-___] of the District adopted February __, 2008 (the
“Sales Tax Bond Resolution”) that are secured by a lien upon the Sales Tax Revenue that is
equal to the lien upon the Sales Tax Revenue in favor of the Sales Tax Bonds.
“Bonds” means Revenue Bonds, the Sales Tax Bonds, any Additional Revenue Bonds
and any Additional Sales Tax Bonds.
“Business Day” means any day, other than a Saturday or a Sunday, on which banking
institutions are open in the State and in the states in which the principal corporate trust office of
the Trustee and any of the offices of the Bond Registrar designated from time to time by the
Bond Registrar for the transfer or exchange of Bonds are located.
“City Contingent Loan Payments” means any loan payments made by the City to the
District for Required Debt Service pursuant to the Contingent Loan and Support Agreement that
are derived from City funds other than Special Events Center Revenues.
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50853182.3
50853182.4
38
“City Special Events Center Payments” means all payments required to be made by the
City to the District for Required Debt Service pursuant to this Agreement that are derived from
and represent Special Events Center Revenues.
“Debt Service Payment Date” means any date on which principal of and/or interests on
any Bond is due and payable as provided in the applicable authorizing resolution.
“District Revenue” means all revenue, earnings and money received by the District from
and on account of the City Special Events Center Payments and City Contingent Loan Payments.
“Fiscal Agent” means the fiscal agent of the State, initially The Bank of New York.
“Operation and Maintenance Expenses” means all reasonable expenses incurred in
causing the Special Events Center to be operated and maintained in good repair, working order
and condition, including without limitation: management fees or other payments to third parties
payable in respect of the operation of the Special Events Center; personnel costs; the cost of
ordinary maintenance and repair; utilities; supplies; food and beverage service and supply costs;
equipment purchase and lease payments; administrative expenses, including administrative
expenses of the District; the costs of advertising, marketing and business promotion; deposits,
premiums, assessments or other payments for insurance; and taxes and assessments; all as
determined in accordance with generally accepted accounting principles applicable to the City
and its operations. The term “Operation and Maintenance Expenses” does not include any
depreciation of or capital expenditure for the Special Events Center.
“Project” means the design and construction of the Special Events Center.
“Required Debt Service” means, for any calendar year, with respect to the Bonds, the
amount required to make scheduled payment of principal of (including mandatory redemption
payments with respect to Term Bonds) and interest on the Bonds in that calendar year.
“Sales Tax Revenue” means all the money received by the District from the Washington
State Department of Revenue on account of the Sales Tax imposed by and collected for the
District.
“Special Events Center Revenues” means all revenue, earnings and money received by
the City from or on account of the operation and/or ownership of the Special Events Center,
including but not limited to license fees received by the City from Thunderbird Hockey
Enterprises, LLC (the “Team”), pursuant to the License Agreement dated August 7, 2007 (the
“License Agreement”), by and between the City and the Team, facility fees, concession
revenues, advertising revenues, suite license revenues, club seat revenues, parking revenues and
naming rights revenues.
“Tax-Exempt Bonds” means the Sales Tax Bonds and any Additional Sales Tax Bonds
and Additional Revenue Bonds the interest on which is excludable from the gross income of the
holders thereof for federal income tax purposes.
“Term Bonds” means all Bonds designated as such in the applicable authorizing
resolution.
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50853182.4
39
1.2 Interpretation. Unless otherwise clear from the context of the terms,
words or phrases, the following principles govern the interpretation of terms, words and phrases
used in this Agreement:
(a) Sections, paragraphs and clauses mentioned by number only
without reference to another document are those so numbered that are contained in this
Agreement.
(b) Captions, titles or headings preceding any article, section or
subsection herein, and any table of contents or index attached hereto, are solely for convenience
of reference and are not part of this Agreement and shall not affect its meaning, construction or
effect.
(c) Terms such as “herein,” “hereunder,” “hereby,” “hereto” and
“hereof” refer to this Agreement as a whole and not to any particular section hereof unless so
indicated; “heretofore” and “hereafter” mean before and after the date of this Agreement.
(d) Words importing any gender include masculine, feminine and
neuter genders, where applicable.
(e) Words importing the singular number include the plural number,
and vice versa, where applicable.
Section 2. Reaffirmation of Past CommitmentsEffect on Interlocal Agreement
No. 1. This Agreement shall and supplement and supersede the provisions of Interlocal
Agreement No. 1 to the extent of any inconsistency. Except to the extent supplemented or
expressly provided insuperseded by this Agreement, all obligations of the City and the District
set forth in Interlocal Agreement No. 1 shall remain in full force and effect.
Section 3. City Contingent Loan Commitment for BondsAgreement.
3.1 City Contingent Loan Commitment for Bonds. In the event that the
District is unable to timely provide for the payment of principal of or interest on any Bonds, the
City shall loan to the District the amount necessary to make such timely payment. The District
agrees to borrow the amounts described above from the City pursuant to this Agreement and to
apply those amounts immediately for the purpose of meeting its obligations underwith respect to
the Bonds. The District shall transfer the proceeds of each City loan directly to the Fiscal Agent
to be applied to the payment of debt service on the Bonds. The City on behalf of the District
may transfer those loan amounts directly to the Fiscal Agent. In the event that the District has
not timely transferred to the Fiscal Agent sufficient amounts to make a debt service payment on
any Bonds, or the District has informed the City that there is a reasonable possibility that the
District may not be able to timely and fully provide for a debt service payment when due, the
City shall transfer to the Fiscal Agent the amount of the deficiency or expected deficiency. The
total amount of funds to be loaned by the City pursuant to this Section 3.13 shall not exceed the
principal amount of the Bonds plus interest due and unpaid thereon. The obligation of the City
to advance funds to the District in the amounts, at the times and in the manner described herein
shall be absolute and unconditional, and shall not be subject to diminution by setoff,
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50853182.3
50853182.4
40
counterclaim, abatement or otherwise. The full faith, credit and resources of the City are pledged
irrevocably for the payment to the Fiscal Agent of the amounts described herein.
3.2 Contingent Loan Procedures; Time and Amount of Loans.
(a) Notice of Insufficiency. On the [15th] day of the month preceding
each Debt Service Payment Date (or if the 15th is not a Business Day, then the next Business
Day), the District shall review the amount on deposit in the District’s Revenue Bond Debt
Service Fund and/or the District’s Sales Tax Bond Debt Service Fund, as applicable, to
determine whether there will be sufficient money available in the applicable Debt Service Fund
to make the required payment due on the upcoming Debt Service payment Date. If, upon such
review, it appears that the money available in the applicable Debt Service Fund will be
insufficient to make that payment, the District shall provide the City a notice in substantially the
form attached hereto as Exhibit A (a “Notice of Insufficiency”) within [five days] after the date
on which the review was required. Failure of the District to give a Notice of Insufficiency to the
City shall not relieve the City of its obligation to make loans upon demand by the District.
(b) Cancellation Notices. If, at any time before [10 a.m. (Pacific
Time) on the [24th] day of the month preceding an upcoming Debt Service Payment Date for
which the District has given a Notice of Insufficiency (or, if the [24th] is not a Business Day, the
Business Day preceding the [24th]), the District determines that there will be sufficient money
available in the applicable Debt Service Fund to make the required payment due on the
upcoming Debt Service Payment Date, the District shall provide, prior to [5 p.m. (Pacific Time)]
on the same day, a notice to the City in substantially the form attached hereto as Exhibit B (a
“Cancellation Notice”). Delivery of a Cancellation Notice by the District to the City shall not
relieve the City of its obligations to make loans upon demand by the District.
(c) Loans. For so long as any Bonds remain outstanding, the City
shall, no later than [10 a.m. (Pacific Time)] on the Business Day preceding a Debt Service
Payment Date, lend to the District an amount that, when added to the money available in the
applicable Debt Service Fund, is sufficient to make all payments of principal of and interests on
the Bonds due on the upcoming Debt Service Payment Date. The City shall cause the amount of
each loan hereunder to be transferred to the District in United States Dollars and immediately
available funds.
(d) Method of Notice. Notices of Insufficiency and Cancellation
Notices shall be sent by the District to the Finance Director of the City on the day on which it is
to be given by messenger or telecopy or other electronic means capable of producing a written
notice.
(e) Assumed Payment of City Special Events Center Payments.
Solely for the purpose of determining whether sufficient money will be available in the
applicable Debt Service Fund on any Debt Service Payment Date, the parties may assume that
the City will make City Special Events Center Payments to the District at the times, and in the
amounts, required by this Agreement, except to the extent the City has otherwise notified the
District.
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3.3 3.2 District Repayment to City for Amounts Loaned pursuant to
Contingent Loan Commitment. If the City lends money to the District pursuant to this
Section 3, the District shall repay the principal amount or amounts loaned as revenues for that
purpose become available consistent with Section 4, below, and the outstanding principal amount
of any such loan shall bear interest at a rate set by the City’s Finance Director on the date a loan
is made, based on the then-current yield of the City’s pooled investments. The rate of interest on
the outstanding principal amount of any loan made by the City pursuant to this Agreement shall
be revised each year during the budget process based on the then-current yield of the City’s
pooled investments, and effective on the same date that the City’s interfund loan interest rate is
adjusted for all City interfund loans.
3.4 3.3 District Disclosure Documents. The District may, in disclosure
documents related to the Bonds, describe or attach a form of this Agreement and the City’s
contingent commitment under Section 3.1, above. However, those disclosure documents shall
contain a statement to the effect that the Bonds are payable solely from the specified sources and
other money of the issuerDistrict legally available therefor, and from the transfer of the funds by
the City to the District or the Fiscal Agent, but that the Bonds are not obligations of the City.
The City acknowledges that the District will pledge District Revenues to the payment of the
Bonds. The parties to this Agreement acknowledge that lenders to the District, including Bond
owners, will rely on the terms of this Agreement, including the pledge by the City to make the
advances at the times and in the amounts set forth in Section 3. The City acknowledges that its
commitments under this Agreement constitute valid and binding enforceable contractual
obligations.
Section 4. Priority of Payments from Sales Tax Revenue, Special Events Center
RevenuesDistrict Revenue (“Flow of Funds”).
4.1 Sales Tax Revenue. The District shall transfer or cause toFor so long as
the Sales Tax Bonds or any Additional Sales Tax Bonds remain outstanding, all Sales Tax
Revenue shall be transferred to and deposited into the Sales Tax Revenue Fund when and as
received by the District or by the Finance Director of the City, as ex officio Treasurer of the
District, all Sales Tax Revenue for deposit in the Public Facilities District Sales Tax Revenue
Fund. Sales Tax Revenue shall be allocated and applied to. Sales Tax Revenue deposited
therein, together with District Revenue to the extent necessary to provide for the First through
[Third] purposes below, shall be disbursed for the following purposes in the priority set forth
below, and the following “flow of funds” for the Sales Tax Revenue shall supplement and
supersede the provisions of Section C.1 of Interlocal Agreement No. 1 to the extent of any
inconsistencyfollowing order of priority:
First, to make the required deposits to the Sales Tax Bond Debt Service Fund
for the payment of interest due on the Sales Tax Bonds and any Additional
Sales Tax Bonds;
Second, to make the required deposits to the Sales Tax Bond Debt Service Fund
for the payment of principal of the Sales Tax Bonds and any Additional
Sales Tax Bonds due at maturity or upon mandatory sinking fund
redemption prior to scheduled maturity;
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[Insurer?]
Third, to repay principal of and interest on any loans made by the City to the
District underas provided in Section 3.23.3 in respect of payments of
principal of or interest on the Sales Tax Bonds; or any Additional Sales
Tax Bonds; and
Fourth, if and only to the extent the Special Events Center Revenues available
from the flow of funds under Section 4.2 are not sufficient to pay such
expenses, payment of Operation and Maintenance Expenses; andFifth,
to provide for costs of and reserves for long -term capital repairs
of, renewals and replacements toof the Special Events Center, and for
other lawful District purposes, including, at the option of the City,
payment of principal of and interest and any redemption premium on the
Revenue Bondspurposes, in no particular order of preference and all as
determined by the City in consultation with the District.
The reservation of the optional right to apply Sales Tax Revenue to the payment of debt
service on the Revenue Bonds shall not be deemed a pledge by the District or the City to apply
those tax revenues in that manner.District and the City shall exercise due regard for the
anticipated financial requirements to be satisfied as priorities First through Third of this Section
4.1 in each calendar year prior to authorizing or making any disbursement of money in the
Special Events Center Sales Tax Revenue Fund for the purposes identified as priority Fourth.
4.2 Special Events Center Revenues. TheFor so long as any Bonds remain
outstanding, the City for itself and on behalf of the District shall collect and deposit all Special
Events Center Revenues and interest earnings thereon in the Public Facilities Districtshall
transfer City Special Events Center Payments to the District for deposit into the District Revenue
Fund. City Special Events Center Revenues shall be allocated and applied to the following
purposes in the priority set forth below, and the following “flow of funds” for those Special
Events Center Revenues shall supplement and supersede the provisions of Section C.3 of
Interlocal Agreement No. 1 to the extent of any inconsistencyPayments deposited therein,
together with City Contingent Loan Payments as required for the First and [Second] purposes
below, shall be used for the following order of priority:
First, to make the required deposits to the Revenue Bond Debt Service Fund for
the payment of interest due on the Revenue Bonds and any Additional
Revenue Bonds and, after taking into account Sales Tax Revenues
available to the District for the payment of interest due on the Sales Tax
Bonds and any Additional Sales Tax Bonds, to make required deposits to
the Sales Tax Bond Debt Service Fund for the payment of interest on the
Sales Tax Bonds and any Additional Sales Tax Bonds;
Second, to make the required deposits into the Revenue Bond Debt Service Fund
for the payment of principal of the Revenue Bonds and any Additional
Revenue Bonds at maturity or upon mandatory sinking fund redemption
prior to scheduled maturity and, after taking into account Sales Tax
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Revenues available to the District therefor, to make required deposits to
the Sales Tax Bonds Debt Service Fund for the payment of principal or
mandatory sinking fund redemption of the Sales Tax Bonds and any
Additional Sales Tax Bonds;
[Insurer?]
Third, to repay principal of and interest on any loans made by the City to the
District underas provided in Section 3.23.3 in respect payments of
principal of or interest on the Revenue Bonds; and
Fourth, to pay Operation and Maintenance Expenses; andFifth, to provide for
costs of and reserves for long -term capital repairs of, renewals and
replacements toreplacement of the Special Events Center, and for other
lawful District purposes, including, at the option of the City, payment of
principal of and interest and any redemption premium on the Sales Tax
Bondspurposes, in no particular order of preference and all as determined
by the City in consultation with the District.
The District and the City shall exercise due regard for the anticipated financial
requirements to be satisfied as priorities First through Fourth of this Section 4.2 in each calendar
year prior to authorizing or making any disbursement of money in the Special Events Center
Revenue Fund for the purposes identified as priority Fifth. Any amounts received by the City or
the District as governmental grants or private contributions for the Special Events Center shall be
deposited in a special capital account in the Public Facilities District Special Events Center
Revenue Fund and be used for the construction, renewal and replacement of facilities comprising
the Special Events Center, unless another use is required by the terms of any such governmental
grant or private contribution.
Section 5. Deposit and Requisition of Bond Proceeds. The proceeds received by
the District from the sale and delivery of the Bonds shall be paid into applicable Account within
the Project Fund and shall be used to pay a portion of the cost of acquiring, constructing and
equipping the Special Events Center, to fund capitalized interest on the Bonds during
construction, to [pay the premium for the Financial Guaranty Insurance Policy], and to pay the
costs of issuance and sale of the Bonds. Proceeds of the Bonds allocated to pay the cost of
acquiring, constructing and equipping the Special Events Center shall be transferred to the City
for that purpose upon receipt of a requisition from the City for the payment of such costs in
substantially the form attached hereto as Exhibit C supported by documentation provided to the
City under the City’s contracts for the construction of the Special Events Center that the City
determines to be sufficient.
Section 6. Section 5. City Responsible for Operation and Maintenance of Special
Events Center.
6.1 5.1 Operation and Maintenance of Special Events Center. The City
will proceed with due diligence to complete the construction of the Special Events Center. At all
times from and after the completion of the Special Events Center for so long as any Bonds are
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outstanding, the City, for itself and on behalf of the District, shall take all actions necessary to:
(i) operate or cause the Special Events Center to be operated in aproperly as a “regional center”
(as that term is defined in RCW 35.57) and a “tourism-related facility (as that term is defined in
RCW 67.28) in a sound and economical manner consistent with commercially reasonable,
industry practices and standards for facilities similar to the Special Events Center and in
accordance with the License Agreement, (ii) maintain or cause the Special Events Center to be
maintained in compliance with all applicable legal requirements and promptly remedy (or contest
in good faith) any violations thereof, and (iii) maintain, preserve and keep the Special Events
Center, or cause the Special Events Center to be maintained, preserved and kept, with the
appurtenances and every part and parcel thereof, in lawful order and in good operating condition
and repair, reasonable wear and tear exceptedrepair, working order and condition, from time to
time to make or, cause to be made, all necessary and proper repairs, replacements and renewals
so that at all times the operation thereof may be properly and advantageously conducted, and not
commit or suffer any unreasonable waste with respect thereto.
6.2 5.2 Payment of Operation and Maintenance Expenses. The City shall
pay or cause to be paid all Operation and Maintenance Expenses from the following sources of
funds and in the following order: (1) Special Events Center Revenues to the extent available
from the flow of funds under Section 4.2; (2) Sales Tax Revenue to the extent available from the
flow of funds under Section 4.1; and (3) anyand other City money legally available therefor.
6.3 5.3 District Not Responsible for Operation and Maintenance of the
Special Events Center. It is understood that the District shall have no responsibility for the
operation or maintenance of the Special Events Center or for the acts of the City, its employees,
agent, users of the Special Events Center or its or their officers, directors, managers, members or
shareholders, or any party acting by, through or on behalf of any such parties. Except to the
extent provided by Section 4.1(c), theThe District shall not be responsible for payment of
Operation and Maintenance Expenses and no District funds shall be applied to payment of
Operation and Maintenance Expenses.
6.4 5.4 Fees, Rates and Charges for Use of Special Events Center. From
and after the completion of the Special Events Center, subject to the terms of the License
Agreement, the City for itself and on behalf of the District shall cause fees, rates and charges to
be fixed, maintained and collected for the use of the services and facilities and all commodities
sold, furnished or supplied by or through the Special Events Center, which fees, rates and
charges shall be adjusted from time to time as necessary, so that (i) such fees, rates and charges
will be at optimal levels to produce total Special Events Center Revenues that will at all times be
at least sufficient for the Districtto enable the City to make City Special Events Center Payments
equal to the Required Debt Service, as and when the same shall become due and payable, and to
make all other payments which the District is required to make pursuant the Revenue Bond
Resolution or Sales Tax Bond Resolution and to make any payments required to be made on
account of its Revenue Bonds as and when the same shall become due and payable.
5.5 District Administrative Expenses. The City shall pay or reimburse the
District for its administrative expenses and other costs reasonably incurred in connection with
the financing of the Special Events Center, including compliance by the District with continuing
disclosure requirements and post-issuance compliance with federal tax requirements in respect of
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the Bonds, as well as in connection with the District’s collection of Sales Taxes and maintenance
of the District in good standing as a public facilities district under chapter 35.57 RCW or any
successor law.
6.5 Insurance. The City shall acquire and maintain insurance in form and
amounts consistent with the coverage of comparable special events center facilities and
undertakings related to said facilities as contemplated by Interlocal Agreement No. 1 and shall
name the District as an additional named insured for at least so long as any Bonds remain
outstanding. Such insurance may, without limitation, including self-insurance and/or pool
insurance.
6.6 5.6 Sale, Transfer or Disposition of the Special Events Center. Neither
the City nor the District will sell, transfer or otherwise dispose of (each such sale, transfer or
other disposition a “transfer”) any interest in the real or personal properties, facilities or other
part of the Special Events Center that are owned by it, except for a transfer by the City to the
District, unless the conditions of paragraph (1) are satisfied and the transfer is consistent with
one or more of the subparagraphs of paragraph (2), as follows:
(1) The transfer (other than a transfer to the District) :
(A) is carried out in a bona fide, arm’s-length transaction, and
(B) the City or the District, as applicable, receives from the transferee
consideration received for the transfer is equal to the fair market value of the portion of
the Special Events Center transferred, for which purpose “fair market value” means the
most probable price that a property should bring in a competitive and open market under
all conditions requisite to a fair sale, the willing buyer and willing seller each acting
prudently and knowledgeably and
(C) the transfer is approved by ordinance of the City or by resolution of
the District, as applicable; and
(2) The transferCity or the District in its discretion may carry out a transfer of
facilities or property owned by it that is consistent with one or more of the following:
(A) the facilities or property to be transferred are not material to the
operation of the Special Events Center, or shall have become unserviceable, inadequate,
obsolete or unfit to be used in the operation of the Special Events Center or are no longer
necessary, material or useful to the operation of the Special Events Center; or
(B) the Special Events Center Revenues received from the operation of
those facilities or property to be transferred during the twelve full calendar months before
the transfer was less than 10% of total Special Events Center Revenues received during
that same period; or(C) the District and the City receive a report from an
independent, professional consultant or consulting firm having at least five years of
experience in evaluating the financial operations and performance of governmentally-
owned, revenue-producing enterprises to the effect that, in his, her, or its professional
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opinion, upon the transfer of the portion of the Special Events Center to be transferred
and the use of proceeds of the transfer as proposed by the City, the Special Events Center
will retain its operational integrity and the District will be in compliance with the
“coverage” requirement applicable to its Revenue Bonds during the five fiscal years
following the fiscal year in which the transfer is to occur.
The proceeds of any transfer shall be used (i) to promptly redeem, or irrevocably set aside
for the redemption of, the District’s outstanding Revenue Bonds, and/or (ii) to provide for all or
part of the cost of capital improvements and/or additions to or expansions of the Special Events
Center and/or for other regional center or tourism-related facilities authorized under chapters
35.57 and 67.28 RCW, as directed by the City.
6.7 Preservation of Tax Exemption for Interest on the Tax-Exempt
Bonds. The City will take all actions necessary to prevent interest on the Tax-Exempt Bonds
from being included in gross income for federal tax purposes, and it will neither take any action
nor make or permit any use of the Special Events Center at any time while Tax-Exempt Bonds
are outstanding which will cause interest on the Tax-Exempt Bonds to be included in gross
income for federal income tax purposes.
Section 7. Section 6. District Covenants.
7.1 6.1 Reporting Requirements. The District shall provide the City (at the
notice address set forth in Section 9.410.4) with a quarterly report summarizing actual financial
activity and financial expectations for the following four quarters.
7.2 6.2 Restriction on Issuance of Additional Parity Bonds. The District
shall not issue the Bonds in aggregate principal amounts in excess of $___________ payable
from Sales Tax Revenue, or in excess of $___________ payable from Special Events
Center[District Revenues], except as otherwise approved by the City’s Finance Director. The
amount, terms and conditions of the Bonds must be as approved by the City’s Finance Director.
So long as the City is not in default of its obligations under this Agreement, the District shall not
(1) issue any bonds or other obligations payable from the sales and use tax authorized by RCW
82.14.390,Sales Tax, other than the Sales Tax Bonds, without the City’s prior written approval;
or (2) borrow money or incur any obligations, without the City’s prior written approval.
Section 8. Section 7. Defaults.
8.1 7.1 Remedies of City on District Default. Upon the occurrence of a
default by the District in its obligations hereunder (a “District Default”), the City may proceed
to protect and enforce its rights in equity or at law, either in mandamus or for the specific
performance of any covenant or agreement contained herein, or for the enforcement of any other
appropriate legal or equitable remedy, as the City may deem most effectual to protect and
enforce any of its rights or interests hereunder. In the event of a District Default, the City may,
without limiting any of its other remedies hereunder, require the District to redeem or defease the
Bonds. The loans made by the City pursuant to Section 3 are not subject to acceleration. The
City’s obligation to make loans pursuant to Section 3 will not be affected by a District Default.
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8.2 7.2 Remedies of District Upon City Default. Upon the occurrence of a
default by the City in its obligations to make loans to the District hereunder (a “City Default”),
the District may proceed to protect and enforce its rights in equity or at law, either in mandamus
or for the specific performance of any covenant or agreement contained herein, or for the
enforcement of any other appropriate legal or equitable remedy, as the District may deem most
effectual to protect and enforce any of its rights or interests hereunder.
8.3 7.3 No Remedy Exclusive. No remedy conferred upon or reserved to
either party by this Agreement is intended to be exclusive of any other available remedy or
remedies, but each and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Agreement or now or hereafter existing at law or in equity or by
statute, and either party hereto shall be free to pursue, at the same time, each and every remedy,
at law or in equity, which it may have under this Agreement, or otherwise.
8.4 7.4 No Implied Waiver. No delay or omission to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed to be
a waiver thereof, but any such right and power may be exercised from time to time and as often
as may be deemed expedient. For the exercise of any remedy, it shall not be necessary to give
any notice, other than such notice as may be expressly required herein.
Section 9. Section 8. Compliance with Continuing Disclosure Requirements. To
meet the conditions of paragraph (d)(2) of United States Securities and Exchange Commission
(“SEC”) Rule 15c2-12 (the “Rule”), as applicable to a participating underwriter for the Bonds,
the City undertakes for the benefit of holders of the Bonds to provide to each NRMSIR and the
SID (as those terms are defined in the Rule), the following annual financial information: (i)
annual financial statements for the City prepared (except as noted in the financial statements) in
accordance with generally accepted accounting principles applicable to governmental unitsthe
City, as such principles may be changed from time to time, which statements need not be
audited, except, however, that if and when audited financial statements are otherwise prepared
and available to the City they will be provided; (ii) statements of authorized, issued and
outstanding general obligation debt of the City; (iii) statements of assessed valuation of property
within the City subject to ad valorem taxation for the fiscal year; and (iv) the ad valorem regular
property tax levy rate and regular property tax levy rate limit for the fiscal year(iv) financial
information and operating data of the type provided in the City’s CAFR and included in
Appendix C to the Official Statement prepared in connection with the Sales Tax Bonds and
Revenue Bonds.
Such annual financial information shall be provided not later than the last day of the ninth
month after the end of each fiscal year of the City (currently, a fiscal year ending December 31),
as such fiscal year may be changed as required or permitted by State law, commencing with the
City’s fiscal year ending [December 31, 2007].2007. It may be provided in a single or multiple
documents, and may be incorporated by reference to other documents that have been filed with
each NRMSIR and the SID, or, if the document incorporated by reference is a “final official
statement” with respect to obligations of the City, that has been filed with the MSRB.
The City’s obligations under this undertaking shall terminate upon the legal defeasance of
all of the Bonds. In addition, the City’s obligations under this undertaking shall terminate if
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those provisions of the Rule which require the City to comply with this undertaking become
legally inapplicable in respect of the Bonds for any reason, as confirmed by an opinion of
nationally recognized bond counsel or other counsel familiar with federal securities laws
delivered to the City and the District, and the District provides timely notice of such termination
to each NRMSIR or the MSRB and the SID. To the extent authorized by the SEC, the City may
satisfy this undertaking by transmitting the required filings using http://www.disclosureusa.org
(or such other centralized dissemination agent as may be approved by the SEC).
Section 10. Section 9. Miscellaneous.
10.1 9.1 Termination. This Agreement shall terminate only upon the
repayment or defeasance of all of the Bonds and the repayment of any obligations owed by the
District to the City under this Agreement, [or to a credit enhancement provider].
10.2 9.2 Governing Law; Venue. This Agreement is governed by and shall be
construed in accordance with the laws of the State and shall be liberally construed to carry out
the purposes hereof. Except as otherwise required by applicable law, any legal action under this
Agreement shall be brought in the Superior Court of the State of Washington in and for King
County.
10.3 9.3 Joint Exercise of Powers; Administrator. The City’s and the
District’s actions and obligations under this Agreement are declared to be a joint exercise of
powers, privileges and authority under RCW 39.34.030 and RCW 67.28.120. The Board of
Directors of the District and the Kent City Council shall each designate a person to jointly
administer this Agreement. There shall be no joint board with respect to this Agreement.
10.4 9.4 Notices. Except as otherwise provided herein, all notices, consents or
other communications required hereunder shall be in writing, delivered as follows:
To the City: Mayor
City of Kent
220 Fourth Avenue South
Kent, WA 98032
With a copy to:
Finance Director
City of Kent
220 Fourth Avenue South
Kent, WA 98032
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To the District: Chair, Board of Directors
The City of Kent Special Events Center Public Facilities District
[220 Fourth Avenue South]
[Kent, WA 98032]
With a copy to:
Finance Director
City of Kent
Ex Officio Treasurer of the District
220 Fourth Avenue South
Kent, WA 98032
10.5 9.5 Binding Effect. This Agreement shall inure to the benefit of and shall
be binding upon the City and the District and their successors.
10.6 9.6 Severability. In the event any provision of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
10.7 9.7 Amendments. This Agreement may not be effectively amended,
changed, modified, altered or terminated except by an instrument in writing duly executed by the
City and the District (or their successors in title).
10.8 9.8 No Rights Created in Third Parties. The terms of this Agreement
are not intended to establish or to create any rights in any persons or entities other than the City
and the District and the respective successors and assigns of each.
10.9 9.9 Execution in Counterparts. This document may be executed in
counterparts, and all such counterparts so executed constitute one agreement binding on all the
parties notwithstanding that all the parties are not signatories to the same counterpart.
10.10 9.10 Effective Date. This Agreement shall be come effective upon its full
execution.
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ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY,
EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, the City and the District have caused this Agreement to be
executed by their duly authorized officers.
CITY OF KENT
By
Mayor
ATTEST:
Finance Director
THE CITY OF KENT SPECIAL EVENTS
CENTER PUBLIC FACILITIES DISTRICT
By
Chair
ATTEST:
Treasurer
Approved as to Form:
________________, ______________
Approved as to Form:
________________, ______________
S-1
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Form Notice of Insufficiency
City of Kent
220 Fourth Avenue South
Kent, WA 98032
Attention: Finance Director
VIA [FACSIMILE
(with telephone
confirmation)]
Re: NOTICE OF INSUFFICIENCY
City of Kent Special Events Center Public Facilities District Bonds
[Special Events Center Revenue Bonds, 2008 Taxable]
[Special Events Center Sales Tax Bonds, 2008]
The undersigned, a duly authorized officer of the City of Kent Special Events Center Public Facilities
District (the “District”), hereby certifies to the City of Kent, Washington (the “City”), with reference to
the Contingent Loan and Support Agreement (the “Agreement”) dated February [__], 2008, by and
between the City and the District, and the above-captioned bonds (the “Bonds”), that:
1. Next Debt Service Payment Date:__________, 20__
2. Debt Service Due:Principal $________________
Interest $________________
Total $________________
3. There will be insufficient money available in the [_________] Debt Service Fund on the date
described in clause (1) to make the debt service payments described in clause (2):
Amount expected to be on deposit in the District’s [_________] Debt
Service Fund:$________________
Plus the City Special Events Center Payment the City is expected to
make on __________, 20__, pursuant to the Agreement:$________________
Total available for debt service $________________
4. Amount of the loan requested is calculated as follows:
Debt service total listed in clause (2):$________________
Less the amount available for debt service, as listed in clause (3):$________________
Loan Amount $________________
Pursuant to Section 3 of the Agreement, the City is requested to make a loan to the District no later than
___________, 20__, in the amount listed in clause (4). The City shall cause such amount to be transferred
to the District’s Debt Service Fund, in United States Dollars and immediately available funds.
Any capitalized term used herein and not defined shall have the meaning assigned to such term in the
Agreement or, if not therein defined, as defined in the [Bond Resolution]. The individual signing below
hereby represents that he or she is an officer of the undersigned and is duly authorized to execute and
deliver this document.
Dated: __________, 20__.
CITY OF KENT SPECIAL EVENTS CENTER
PUBLIC FACILITIES DISTRICT
[Executive Director or designee]
A-1
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Exhibit B
Form Cancellation Notice
City of Kent
220 Fourth Avenue South
Kent, WA 98032
Attention: Finance Director
VIA [FACSIMILE
(with telephone
confirmation)]
Re: CANCELLATION NOTICE
City of Kent Special Events Center Public Facilities District Bonds
[Special Events Center Revenue Bonds, 2008 Taxable]
[Special Events Center Sales Tax Bonds, 2008]
City of Kent Special Events Center Public Facilities District (the “District”), hereby certifies to the City
of Kent, Washington (the “City”), with reference to the Contingent Loan and Support Agreement (the
“Agreement”) dated February [__], 2008, by and between the City and the District, and the above-
captioned bonds (the “Bonds”), that:
1. Next Debt Service Payment Date:__________, 20__
2. Debt service due:Principal $________________
Interest $________________
Total $________________
3. There will be sufficient money available in the [________] Debt Service Fund on the date
described in clause (1) to make the debt service payments described in clause (2):
Amount expected to be on deposit in the District’s [________] Debt
Service Fund:$________________
Plus the City Special Events Center Payment the City is expected to
make on __________, 20__, pursuant to the Agreement:$________________
Total available for debt service $________________
4. The District’s Notice of Insufficiency and loan request delivered on __________, 20__ is
hereby cancelled.
Pursuant to Section 3 of the Agreement, the City is requested NOT to make a loan to the District with
respect to the debt service payments described in clause (2).
Any capitalized term used herein and not defined shall have the meaning assigned to such term in the
Agreement or, if not therein defined, as defined in the [Bond Resolution]. The individual signing below
hereby represents that he or she is an officer of the undersigned and is duly authorized to execute and
deliver this document.
Dated: __________, 20__.
CITY OF KENT SPECIAL EVENTS CENTER
PUBLIC FACILITIES DISTRICT
[Executive Director or designee]
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Exhibit C
Form of Requisition
The undersigned hereby requisitions the following amounts to be paid to the following
parties from the City of Kent Special Events Center Public Facilities District’s Special Events
Center Project Fund funded with of the proceeds of the District’s Special Events Center Revenue
Bonds, 2008 Taxable and Special Events Center Sales Tax Bonds, 2008, pursuant to the
Contingent Loan and Support Agreement (the “Agreement”) dated February [__], 2008, by and
between the City and the District:
1. Name and Address of person (which may be the City) to whom the payment is to be
made:
2. Amount to be paid: _____________________.
3. The undersigned hereby certifies that the obligation was properly incurred and is a proper
charge against the Special Events Center Project Fund and that the amount requisitioned is due
and unpaid (or has been paid and reimbursement therefor is requested).
4. The undersigned further hereby certifies that the work, material or other purchased item
to which payment relates has been accomplished, delivered or installed in a manner satisfactory
to the City, and that the City has approved the disbursement requested herein. Invoices and other
materials submitted by the supporting this requisition are included herewith.
Dated ____________, _____.
CITY OF KENT, WASHINGTON
By:
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