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06/28/1996 - Correspondence RE: Earth Movement/Pavement Settling/City Hall/Lines of Credit%aAaAw ,ate ,d4mc &44 625 Strander Blvd., Ste. B • Seattle, Wit 98188-2900 (206)575-0323 • Fart206)575-2203 June 28, 1996 CITY OF PORT ORCHARD 216 Prospect Street Port Orchard, WA 98366 Attention: Lawrence J. Curles, P.E. City Engineer RE: Assn. of WA Cities/Town of Port Orchard Earth Movement/Pavement Settling - Prospect Alley Royal Insurance Policy No. RHD305020 Our File No. 96F4515-B Dear Mr. Curles: R E EIVEr- JUL 01 1996 CI-f-y OF PORT ORCHAAE PUBLIC WORKS On behalf and at the instruction of Royal Indemnity Company, we issue this letter. The factual situation provided both by yourself and documents provided reflect the following fact pattern. Unbeknownst to the city, the owner of the property located at 834 Bay Street, whose south boundary adjoins Prospect Alley, constructed a rock retaining wall at the hillside that supports Prospect Alley. Prospect Alley is owned by the city. This action was without the city's knowledge and without permit. After the original construction, the property owner reworked the retaining wall to add additional space to the back of his building. Around November 29, 1995, the wall moved which caused a subsidence of pavement on Prospect Alley. It is unclear to us if there was prior gradual settling at this location. In any event, an earth movement event occurred in November, generating the claim presented to Royal Insurance. The policy of insurance with Royal covers the Town of Port Orchard's real and personal property. We wish to point out to you that much of the property damaged and submitted as part of your claim concerns the rock retaining wall and land which is owned by the owner of 834 Bay Street. They are not city property. What we see to be city property is the pavement and ground underneath it on Prospect Alley. Only property of the city is covered property. Your policy includes the perils of all risk. There are, however, several exclusions in the policy. Some of which apply to this claim. We refer you now to the following exclusionary wording. 1. Please refer to page six of the insurance policy, Section I, Property - Property Excluded. The property excludes land. Assured: Assn. of WA Cities (Town of Port Orchard) 96F4515-B Letter of June 28, 1996 Page 2 2. Under the peril exclusions, we refer you to the following wording found on pages six and seven of the policy: "Section I - Exclusions I. With regard to all property, this agreement does not protect against ultimate net loss resulting from: A. Loss or damage caused by moth, vermin, termites or other insects; wear, tear or gradual deterioration; improperly or inadequate maintenance; rust; wet or dry rot or mold.... L. With respect to Real and Personal Property, excluding stock, supplies, or raw materials used by the covered party, errors in design, faulty workmanship, and faulty materials." It is Royal's determination the loss was caused by errors in design, contributed to by faulty workmanship and faulty materials, which resulted in earth movement that caused damage to your pavement and ground underneath. Further, the land and rockery belong to another. As such, Royal hereby respectfully declines your claim. If there is additional information pertaining to this investigation that has not already been provided and would change Royal's position, we welcome its forwarding. But, should no further information be forthcoming, the claim is denied per above. By copy of this letter, we are advising Royal Indemnity we have complied with its instruction, and are also advising your agent and pool representatives of this letter's issuance. Sincerely, BALLARD AND COMPANY William E. Ballard General Adjuster WEB:kc:45151tr1. jun cc: Alexander & Alexander Assn. of WA Cities - Nancy Heyen Royal Specialty Underwriting ®,SE,4F/RST Kerrin M. Gibbons Vice President Public Sector Banking June 28, 1996 Kristine L. Tompkins, Treasurer City of Port Orchard 216 Prospect Street Port Orchard, Washington 98366 Dear Kris: Thank you for thinking of Seafirst for the city's financing requirements for your new City Hall. Bank of America, N. W., NA, dba Seafirst Bank ("Seafirst" or "Bank") would be pleased to assist the City of Port Orchard (the "City"), with a line of credit and offer the following response to the City's request for a financing proposal. Per the City's request, rates and terms quoted are for a $3,300,000 line of credit limited tax general obligation note with a fifteen month term beginning May 1, 1997 and maturing July 31, 1998. 1. Origination Fees None. 2. Annual Facility Fee None. 3. Interest Rate a. Interest will begin accruing on the day of any advance against the line of credit. Interest due at maturity. b. Both variable and fixed rate options are available as follows: Variable Rate: 55% of Seafirst Prime, changing on the day of any Prime Rate change. Variable interest rates are calculated on an actual/365 day basis. Current prime rate is 8.25%, resulting in a rate to the City of 4.54%. Fixed Rate: At any time during the life of this credit facility, the City may request to fix the rate on all or a portion of the balances outstanding, provided the final maturity date is no later than the final maturity date of the line of credit. Fixed rates are based on the dollar amount outstanding and the term requested. Fixed rate draws are a minimum of $250,000.00. Fixed interest rates are calculated on a 30/360 day basis. Requests for fixed rates should be made two days in advance. As an example, if rates were set today for a $2,000,000 fixed rate draw, rates would be as follows: Three months: 4.45% Nine months: 4.65% Searirst Bank 800 Fifth Avenue, Floor 34/Post Office Box 34662/Seattle, Washington 98124-1662 Telephone (206) 358-8175 Telefax (206) 358-8818 s�uiRsr Kristine L. Tompkins June 28, 1996 Page 2 c. The City may take draws against the line of credit to pay any expenses associated with this line of credit, including but not limited to legal fees and interest. There is no difference in interest rates if the City pays with cash or uses draws against the line of credit. d. Default interest rate is 90% of Prime. Default occurs when repayment terms are not met, otherwise the formula for determining variable rates will not change over the term of this line of credit. If the City elects to fix the interest rate, the rate will remain fixed for the term selected. 4. Legal Counsel The City is responsible for all bond counsel fees. Documentation is subject to an in house review by Seafirst legal counsel, at no charge to the City. 5. Fees None. The City is responsible for bond counsel fees, to be negotiated directly with the City's bond counsel. 6. Borrowings and Repayments Borrowings No minimum draw requests. For same day availability of funds, requests should be received by noon. The City may fax or phone in requests for borrowings. Repayment: Repayment of principal and interest at maturity from proceeds of permanent financing provided through RECD. Variable rate draws against line of credit may be prepaid at any time prior to maturity without penalty. Fixed rate draws may be subject to penalty if prepaid. 7. Credit Approval Process Financing is subject to final credit approval. Credit approval process can be completed within a week of receipt of requested financial information. Credit approvals are made locally. Documentation subject to review by Seafirst in-house legal counsel, at no charge to the City. Legal review can be completed in one to two days. 8. Terms and Conditions a. A legal opinion from the City's bond counsel stating the indebtedness is legal and valid, the interest income is tax-exempt and bank qualified to Seafirst. b. A copy of the ordinance passed by the City Council authorizing the issuance of proposed line of credit. C. Receipt of the registered bond or signed note at closing. d. A copy of the IRS form evidencing the interest income as tax-exempt to Seafirst (form 8038-G). e. Confirmation of availability of permanent financing through RECD. f. Updated financial and project information. 9. Reporting Requirements Report any significant events. RECD confirmation of draws against line of credit. sEAF/Rsr Kristine L. Tompkins June 28, 1996 Page 3 10. Line Renewal and Extension Seafirst is committed to providing as much flexibility with this financing proposal as required by the City. Subject to credit approval, Seafirst would be willing to modify the terms of the line of credit, including an increase in the credit commitment and an extension of the maturity. Updated financial information will be requested at line renewal. Kris, in addition to the terns described in this proposal, we can provide you with alternative financing proposals, including a proposal for a fixed rate Bond Anticipation Note for the interim financing, (if allowed by RECD), and a proposal for the permanent financing if the RECD loan is not realized. Unless accepted by the City, this commitment will expire 60 days from the date of this letter. I look forward to hearing from you. References can be provided upon request. Sincerely, � " K rrin M. Gibbons ACCEPTED THIS DAY OF _ 1996 Title: City of Port Orchard 13 Kl TSAP BANK HEAD OFFICE 619 BAY STREET ■ P.O. BOX 9 ■ PORT ORCHARD, WA 98366-0009 ■ (360) 876-7834 ■ FAX (360) 876-7801 June 28, 1996 Ms. Kristine L. Tompkins, Treasurer City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Dear Ms. Tompkins: Thank you for your letter requesting a revolving bank line of credit in the request for the proposal. The Kitsap Bank is strongly interested in providing the line of credit to construct the new municipal facility. However, at this time, it is not possible to submit a bid for the line of credit due to a lack of information regarding the Department of Agriculture's final loan structure. We also do not have adequate information regarding the City's finances to properly structure a proposed line of credit. When all of this information is available, we would appreciate the opportunity to bid on this line of credit. Should you have any questions regarding this letter, please contact me at your convenience. Sincerely, iam,!sCfn-nichae1 President JEC:lb u.s. Banitc Ron Olsen Vice President Government Banking Ms. Kristine L. Tompkins Treasurer City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Dear Kris, June 28, 1996 U. S. Bank is pleased to respond to the City of Port Orchard request for proposal for City Hall interim construction financing. We understand that the City is in the process of securing long term funding through the Department of Agriculture's Rural Economic and Community Development division ("RECD"). We have had the opportunity to provide interim construction loans for numerous RECD financed projects and look forward to assisting Port Orchard with this facility. We understand that two local banks have been helping the City with initial application for the RECD loan. It is important for a City to maintain strong banking relations with local banks, and we would be willing to coordinate a bank group with Kitsap Bank and First National Bank of Port Orchard. U. S. Bank could use its experience to agent a facility with participations to the two local banks. Attached is an initial term sheet describing the structure we feel would be appropriate for your line of credit. At this stage in the application process, you do not need a formal commitment from the interim lender, but the RECD does want to know that lenders are willing to provide financing, and under what general terms. The attached sheet should provide you with this information. We can quickly pursue a formal commitment and participation once all required information is received and evaluated. We will then have had the opportunity to review all the required information and can provide a firm updated fixed rate quote thereby assuring the City of the lowest possible borrowing cost. Also enclosed is a description of the RECD process that you may find useful. It is not intended to be comprehensive but focuses on the nuts and bolts of the process with notes on the areas that have proven troublesome in the past. Please give us a call if you require additional information or have any questions on the enclosed material. We look forward to working with you, your staff and the RECD on this project. &n erely,� r Z�-• Ron Olsen cc: Jim Carmichael, Kitsap Bank Duane Guggenmos, First National Bank of Port Orchard U.S. Bank Government Banking Street Delivery: 1420 Fifth Avenue, Floor 6 W WH 634 Seattle, Washington 98101 Telephone (206) 344-2277 Telefax (206) 344-4598 City of Port Orchard City hall Interim Construction Line of Credit Rural Economic and Community Development Draft term sheet For discussion purposes only 6/28/96 • Borrower: City of Port Orchard ("the City"). • Facility: A $3,300,000 non revolving line of credit. We note that your RFP called for a revolving line. Given the repayment source, the RECD bonds, the facility should be non revolving. • Purpose: The facility would be available for the payment of costs associated with the new City Hall ("the Project") in anticipation of long term funding provided by RECD. • Expiration: The facility would be made available for a suitable time to permit preliminary and construction costs including a contingency period as mutually agreed upon by the City, the RECD and the Bank. We would expect maturity no later than October, 1998. • Rates/fees: Draws under the line would accrue interest at a percentage of the Bank's Prime rate. We would anticipate a rate of 58% of Prime. The current Prime rate is 8.25%. Interest would be payable quarterly. No fees. Alternatively, we can offer a fixed rate structure. The fixed rate as of June 28, 1996 would have been 4.95%. • Draws: The City could draw upon the line of credit up to the permitted amount at any time by submitting a properly completed RECD partial completion certificate SF 271. This form would have been approved by representatives of the City, the RECD and the project manager or consulting engineer for the Project. The draw request must confirm that funds drawn are for an allowed purpose, and are within guidelines approved by the RECD and the Bank. • Repayment: It is anticipated that any draws made under the line would be repaid from the proceeds of a loan made to the City by the RECD. • Prepayment: The obligation could be prepaid at any time without penalty. • Participation: The loan can be structured as a participation with local banks. • Security: The obligation would be supported by a limited tax general obligation pledge of the City, though we understand that the City intends to repay the debt over the long term from a combination of Real Estate Excise taxes, Current Expense revenues and certain Water/Sewer funds. • Conditions: The City would provide the Bank with annual financial reports as soon as available as well as any interim project financial reports prepared. Credit review The Bank will need to review credit information of the City prior to making any commitment. This will include the past three financial statements, and demographic information about the City. We will also need copies of the RECD Letter of Conditions, Letter of Commitment and Obligation of Funds. • Documentation: Documentation would be prepared by bond counsel to the City and will include an appropriate authorizing resolution or ordinance, 8038 filing, no -litigation certificate and opinion of counsel that the obligation is a legal, valid, binding, enforceable and properly authorized obligation of the City. The City will designate the obligation as a "qualified tax-exempt obligation" under section 256(b) of the Internal Revenue Code of 1986, as amended, for investment by financial institutions.. • Costs: All costs for the account of the borrower, including closing costs, filing fees, title insurance (if any), Bank legal fees and other usual and customary expenses. This draft term sheet is for discussion purposes only. Under Washington State Law oral commitments to lend are unenforceable. The above terms are a summary and not meant to be all- inclusive of what a final commitment and actual loan documents may look like. Any commitment, if forthcoming, may have terms and conditions different from those indicated above. U. S. Bank Department of Agriculture Rural Economic & Community Development Interim Construction Lending History: Rural Economic & Community Development ("RECD") and the Farmers Home Administration ("FmHA") are parts of the United States Department of Agriculture. The FmHA was created in the late 1930's to assist farmers during the Depression, working in rural areas to provide funds to keep small farmers working on their own land and off the relief rolls. Over time the rural focus has remained, but farm lending now makes up only 15% of the annual budget that exceeds $2 billion. Housing and emergency help (1949), water and waste water (loans 1954, grants added 1965) and other community facilities, including business and industry loans (1972) round out the available programs. The RECD was formed recently to administer the non farm oriented programs, including water, waste water and community facilities. The focus has always been on smaller communities, with municipal governments, county governments, public service districts, Indian tribal organizations and broad based nonprofit corporations qualifying for the various financing programs offered by the RECD. Programs are limited to rural areas with populations of less that 10,000 with priority to communities of under 5,500. Today it is very difficult for a small community to fund the high costs of renovating or rebuilding infrastructure to meet growing administration and legal compliance as well as increasingly stringent federal and state standards for services such as water quality. The RECD programs are available when a community demonstrates a need and meets the minimum guidelines. Procedure: When a community applies, it must go through a qualification program. The RECD budget for a region is allocated according to need. Successful applicants are notified, and sent a "Letter of Conditions" from the RECD. This letter states the RECD basic acceptance of the project and lays out the conditions that must be met before the RECD commits to the project. It also identifies the funding. RECD may elect to fully fund a project, or may share funding with other federal of state providers. The other providers would typically supply grants only. RECD will not participate if the borrower is able to secure project financing from another source, including the private sector. They view themselves as "last resort" lenders on necessary projects. The application will always include letters from local financial institutions indicating inability to provide the desired funding. The borrower must then demonstrate to the RECD that they have met or are in the process of meeting all the requirements of the Letter of Conditions. When the RECD is satisfied, they issue a Letter of Commitment. This states that funding is set aside from the RECD budget, and the borrower is to proceed with the project. During this process, engineers are working on the design along with public works and other approval authorities are also brought on board. It should be noted, however, that RECD funding is not accessible at this point. The community should have another funding source to cover these initial costs until the RECD package is completed. As stated above, the RECD will not participate if the private sector can provide funding. This concept is also applied to interim construction financing. Part of the total allowable project budget will be interim construction interest expense. The borrower contacts a financial institution for interim construction financing. This could take the form of a line of credit, direct loan, BAN (bond anticipation note) or even a warrant financing. When the interim lender is selected, a copy of the offer is sent to the RECD. RECD approves the bid, issuing a letter to the lender authorizing their participation. The interim loan will only be for the amount of the RECD long term loan, not for total project cost, and excludes grants. There are limited exceptions to this rule. At the same time, the project should be in final engineering and approval/ permitting. The RECD will not authorize closing of the RECD backed interim loan until the construction bids are received, reviewed and a winning bid(s) selected. The bid must be within the original project cost guidelines and be bondable. Once satisfied with their review, RECD authorizes closing of the interim loan. During the construction process, a "Partial Completion Certificate" RECD Standard Form (SF) 271 is filled out usually on a biweekly basis. It is produced by the consulting engineer or project manager and also signed by the borrower and the RECD field engineer after inspection. The SF 271 is in a grid format and lists on the left total project costs by line item. Each subsequent SF 217 will list advances to date, and the new advance amount requested based on the work performed to date. Advances by the interim lender are made based on this authorization. Borrower funds are usually the first into the project followed by the interim loan. When the interim note is fully advanced, the RECD closes their long term loan, since at this time the borrower is deemed to be unable to secure additional funding from the private sector. The proceeds of the long term loan pay off the interim lender, and project costs, if the project is not complete, thenceforth are funded from grants or other funding sources. Problem Solving: We do see problems with the process from time to time. One major issue is availability of interim lending funds prior to bid acceptance. The RECD will not authorize an SF 271 until the project construction bids have been accepted. The attorney and engineers will have done a lot of work prior to this time, sometimes working for months. The Bank can't provide funds for these early expenses under the RECD process prior to bid acceptance. Permits and approvals from the county, city, state and federal agencies (and a lot of hoops must be jumped through, especially with environmental, wildlife and water/sewer involvement) can cause delays that can mount to months and even years. Delays can also come when the scope of a project changes, and it is possible that modifications may need to be made to a comprehensive plan or new issues raised regarding growth management. Regrettably, the government programs often require a re -do of a lot of steps when a change is made. This is the downside of the cheap federal funding. Another area to be aware of is to make sure that you do not incur expenses that are ineligible under loan or grant provisions. For example, grant funds cannot be used to pay interest expense, and interest expense incurred prior to RECD acceptance of the construction bid will not be covered by grant or loan. Change orders especially must be approved by the RECD. It seems that whatever your schedule is, there are always delays. The RECD is a real stickler for analyzing bids for conformity with original funding approvals. We often see situations where bids come in higher that expected. The process stops for at least awhile as the sources don't equal the uses. This occurs for a number of reasons, but usually because a single contractor is sure of some parts of the deal, but may pad other aspects where he may need to higher a sub contractor. Unbundling the bid, and sometimes down scoping seems to be the answer. All in all, however, the RECD works hard to solve problems, and although the bureaucracy is occasionally plodding and cumbersome, the job does get done and the price is right! 1st National Bank of Port Orchard i=:z F_, July 2, 1996 Ron Olsen Vice President, Government Banking US Bank 1420 Fifth Ave, Floor GWWH634 Seattle, WA 98101 Dear Ron: With respect to your recent response to the City of Port Orchard regarding their need for interim construction financing for the new City Hall please be advised that First National Bank of Port Orchard wishes to participate. Our current "house" loan limit is $500,000 and we would most certainly want to participate to that limit. We realize that a great many details need to be finalized but we also wanted to let you know early on of our intentions. We look forward to working with all the institutions and the City of Port Orchard in this endeavor. Duane R. Gugge, President & CEO cc: Kris Tompkins, Treasurer - City of Port Orchard 1488 Olney Avenue S.E., P.O. Box 2629, Port Orchard, Washington 98366 (360) 895-2265 Fax (360) 895-2268 Herbert F. Neufeld Vice President and Regional Manager Public Sector July 1, 1996 Ms. Kristine L. Tompkins, Treasurer City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Re: Retransmitting Term Sheet City Hall -- Interim Financing Dear Ms. Tompkins: gr OWE% A KeyBank 700 Fifth Ave., 48th Floor Post office Box 90 Seattle, WA 98111-0090 (206)684-6187 FAX (206) 684-6476 This letter retansmits our Term Sheet that I faxed to you last week. I apologize for the poor condition of the fax that came from my internal fax modem. Our LAN system is now partially functional so I ran a copy of the term sheet as quickly as possible -- at least before the monster crashes again. Hopefully we will be fully operational, again, before the end of today. I attempted to explain that you have a variety of options by selecting Key Bank. We can offer you variable rates or fixed rates on (1) a line of credit that potentially minimizes your gross interest cost, (2) a loan so the City could take advantage of arbitrage investment opportunities, or (3) a Bond Anticipation Note (BANS) that would, typically, carry a smaller interest rate but at higher total fees than a loan -- also for positive arbitrage benefits (or for minimized net interest costs). The BAN would take a little longer than our intemally-held financing vehicles but that does not seem to be of great concern. Thank you for including Key Bank in your bidding process; I look forward to participating in the City's future financing plans. My division, Public Sector, also coordinates the myriad of services and products we offer municipalities -- if you are not sure who to call at Key Bank for the City's banking needs, call me; I'll either know or will find out. Finally, we have several banking relationships, local and relatively local to the City, that have expressed an interest in participating in the financing with Key Bank; we will offer such participations if selected. Sincerely, Herb Neufeld TERMSHEET June 28, 1996 Ms. Kristine L. Tompkins, Treasurer City of Port Orchard, Washington 216 Prospect Street Port Orchard, WA 98366 Re: Request for Revolving Line of Credit Dear Ms. Tompkins: Thank you for requesting a bid from Key Bank of Washington for the interim financing needs of the City. We are pleased to submit the following term sheet and are willing to continue analyzing the financing. Based upon the information that you have provided to us, the preliminary terms and conditions of the proposed financing are set forth below. After we have completed our field examinations, credit investigation and analysis, Key Bank may require alternative terms and conditions, or decline to offer you financing. The following is not to be assumed to be a firm bid but rather an indication of our interest in providing your requested fmancing assuming certain conditions can be met. Borrower: City of Port Orchard, Washington Guarantor: City, LTGO note or bond Total Credit Facilities: $3.3 million (approximately) line of credit (unsecured) Interest Rates: The following options are provided to allow the City to determine its desired flexibility and reinvestment opportunities. The rates provided are preliminary ("Today's Rate", below) and will fluctuate at the stated percentages of LIBOR until the line or loan is consummated. The variable rate options will continue to fluctuate at the stated percentages of LIBOR at their given intervals. The fixed rate option will fluctuate at the stated percentage of LIBOR until line or loan is consummated and will then remain fixed for the year. (1) A Variable Rate of interest is available as an option to the City. Such a variable rate will be indexed as follows: Variable Percent of Today's Rate Period Index Index Rate 1 month 30-day LIBOR 78.64% 4.310% 6 month 6-month LIBOR 78.00% 4.485% (2) A Fixed Rate option is also available as an option to the City. Such a fixed rate will also be indexed (until closing) as follows: Fixed Percent of Today's Rate Period Index Index Rate 1 year I -year LIBOR 77.02% 4.760% Set-up and Origination Fees: None Facility Fees: None This term sheet is for discussion purposes only Ke Bank - and does not represent a commitment to lend Y on the part of Key Bank TERMSHEET Terms: Principal and interest due upon maturity. Maturity set at one year from first draw date. The City has the option of taking the financing as a line of credit or as a term loan depending upon arbitrage advantages and flexibilities desired at the time of the fast draw. The City should also consider the economics of a bond anticipation note as follows: BANS Coupon Rate of 3.875% (current market, subject to change); bond underwriting fee of $5 per $1,000 principal amount (equal to $16,500 for $3.3 million BANS); estimated additional financing costs at $8,000; maturity length of one year. Interest Payments: At maturity. The Bank realizes the intent of this financing is for interim purposes and to be fully taken out by permanent financing upon maturity of this line. Early Termination Fee: None Security: The line of credit will be payable from the proceeds of a RECD long term loan or by general obligation bonds to be issued by the City in the case where RECD funds are not available. Financial Data Required: Three years' historical data on the City will be provided to the Bank in addition to the current year's budget. The Bank will be provided this information at least one week before commitment is made. Additional Terms and Conditions: (1) Advances under the line to be used solely for stated financing purposes. (2) Tax-exempt status and bank qualification opinion to be provided by City from Foster Pepper & Shefehnan. Interest on the line of credit will be exempt from regular income taxation, and the line will be designated as a "qualified tax exempt obligation" under Section 265 of the Internal Revenue Code (bank -eligible). The County does not anticipate issuing more than $10 million of tax-exempt bonds in calendar year 1996. The Bank will receive the customary bond counsel opinion regarding validity and tax-exempt status. (3) Draws can be made twice per month with no draw being for less than $10,000 unless it is the final draw. (4) The Bank anticipates no additional fees for this interim financing. Should the line become restructured into a permanent financing, appropriate and normal new fees and costs will be charged to the permanent financing. Approval Process: This letter is an expression of our willingness to proceed to do our due diligence to enable us to determine whether we will offer a credit facility to you. Our efforts are directly dependent upon your provision of the previously stated financial information. After we have completed our due diligence and analysis thereof, the credit decision will be submitted to our credit committee. Communication to you of the credit committee approval or reapproval shall not constitute a commitment to lend, unless expressly so stated in a letter signed by us and you. We anticipate no problems with the City's LTGO credit analysis. „�' This term sheet is for discussion purposes only �w Ke`'Bai*. and does not represent a commitment to lend �1 on the part of Key Bank TERM SHEET This letter is solely for your benefit and is not to be relied upon by any third parties. We thank you for your interest in Key Bank and allowing us to offer you this preliminary term sheet. We look forward to continuing to work with you, your bond counsel on this project. Further effort on our part is dependent upon receipt of the referenced financial data; please contact me with your response. Since this response has several options, I strongly suggest you contact me for discussion of your options and the reasoning behind them. Sincerely, By: ' �G•' Herb Neufeld Vice President and Manager Public Sector Division - Northwest Region Key Bank of Washington P.O. Box 90 (48th Floor) Seattle, WA 98111-0090 (206) 684-6187 - office (206)343-6917 - fax Agreed to: Port Orchard, Washington By: Officer Name Title: Ws term sheet is for discussion purposes only and does not represent a commitment to lend on the part of Key Bank SITE WORK CONCRETE MASONARY METALS WOOD THERMAL DOORS FINISHES SPECIALTIES EQUIPMENT FURNISHINGS SPECIAL CONVEYING MECHANICAL ELECTRICAL CONSTRUCTION CONTINGENCY MARKUP CONTRACTOR SALES TAX ,.BLDG COST INSPECTOR PROJECT COST CUMULATIVE INTEREST PAY BOND CLOSING PROJECT COST CITY FUNDS LOAN FUNDS MONTH 1 50,000 50,000 7,000 57,000 4,617 61,617 4,000 65,617 65,617 2 73,576 59,865 3 4 5 6 7 8 9 10 80,000 80,000 38,732 80,000 20,000 78,339 100,000 50,000 50,000 100,000 50,000 50,000 22,385 30,000 30,000 30,000 10,000 47,461 60,000 110.000 58,638 50,000 104,962 26,774 50,060 140,000 131,615 100,000 21,000 50,000 50,000 50,000 50,000 100.000 50,000 133,441 158,339 223,385 270,000 261,615 318,732 237,461 288,638 391,796 15,000 10,000 100,000 10,000 10,000 18,682 22,167 31,274 37,800 36,626 44,622 33,245 40,409 54,851 152,123 195,506 264,659 407,800 308,241 373.354 270,706 329,047 446,647 12,322 15,836 21,437 33,032 24,968 30,242 21,927 26,653 36,178 164,445 211,342 286,096 440,832 333,209 403,596 292,633 355,700 482,825 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 4,000 168,445 215,342 290,096 444,832 337,209 407,596 296,633 359,700 486,825 234,062 449,404 739,500 1,184,332 1,521,541 1,929,137 2,225,770 2,585,470 3,072,295 1,251 6,345 8,045 9,281 10,781 12,811 65,617 168,445 215,342 290,096 187,592 257.240 337,209 407,596 296.633 359,700 486,825 TOTAL 11 12 13 14 15 100,000 100,000 323,576 SITE WORK 219,865 CONCRETE 138,732 MASONARY 478,339 METALS 122,385 WOOD 217.461 THERMAL 100,000 208,638 DOORS 200,000 100,000 404,962 FINISHES 46,174 50,000 96,174 SPECIALTIES 5,000 5,000 EQUIPMENT 50,000 50,000 126,774 FURNISHINGS 0 SPECIAL 50,060 CONVEYING 371,615 MECHANICAL 50,000 421,000 ELECTRICAL 451,174 200,000 100,000 100,000 0 3,184,581 CONSTRUCTION 5,000 1,000 10,000 20,521 181,521 CONTINGENCY 63,164 28,000 14,000 14,000 0 445,841 MARKUP 514.338 233,000 115,000 124,000 20,521 3,811,943 CONTRACTOR 41,661 18,873 9,315 10,044 1,662 308,767 SALES TAX 556,000 251,873 124,315 134,044 22,183 4,120,710 BLDG COST 4,000 4,000 4,000 4,000 4,000 60,000 INSPECTOR 560,000 255,873 128,315 138,044 26,183 4,180,710 PROJECT COST 3,632,295 3,888,168 4,016,483 4,154,527 4,180,710 CUMULATIVE 15,147 16,214 16,749 17,324 17,434 131,382 INTEREST PAY 15,000 15,000 BOND CLOSING 4,327,092 PROJECT COST 100,000 1,027,092 CITY FUNDS 560,000 255,873 128,315 138,044 72,565 3,300,000 LOAN FUNDS 4,327,092