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HomeMy WebLinkAboutR-2003-130 Wastewater Odor Litigation Settlement AgreementRESOLUTION NO. R-2003- 130 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a Settlement Agreement for the wastewater odor litigation. WHEREAS, in 1998, approximately 220 residents of the cities of Union Gap and Yakima filed administrative claims with the City of Yakima for $75,000 damages each, totaling $16.5 million; and WHEREAS, the 220 residents subsequently filed a lawsuit in Yakima County Superior Court, which was eventually expanded into a complex, class action case involving approximately 3,700 former and current residential property owners seeking $39 million in damages; and WHEREAS, after extensive mediation efforts, a settlement has been reached that will conclude all outstanding claims by the 3,700 member class against the City arising from the perceived odors from the City's wastewater treatment plant, which were alleged to have been a nuisance; and WHEREAS, the City Council of the City of Yakima deems it to be in the best interests of the citizens of the City of Yakima to execute the attached Settlement Agreement to conclude this class action litigation, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached Settlement Agreement for the wastewater odor litigation settlement. ADOPTED BY THE CITY COUNCIL this 7th day of October, 2003. ATTEST: City Clerk (1k)res/wastewater odor settlement IO-03.rp ry Place, Mayor SETTLEMENT AGREEMENT WHEREAS, Representative Plaintiffs Martin Cuevas, Karen Cuevas, Daniel Martinez, Karen Murphy, Willie Murphy, Darlene Ryan, and Verla Row have brought suit, individually and on behalf of the residential class certified by the Court against the City of Yakima in the action presently pending in the Superior Court of Washington, Yakima County, styled Murphy, et al. v. City of Yakima, et al., Cause No. 99-2-00611-8 (the "Action"), alleging injury and damage to Representative Plaintiffs and members -of the class of persons and residential property owners in the vicinity of the City of Yakima's Wastewater Treatment Plant and adjacent Industrial Sprayfield ("WWTP"); and WHEREAS, in April 1999, Representative Plaintiffs and Class Members on behalf of themselves and others similarly situated, filed a class action complaint against defendant City of Yakima (the "City") and Del Monte Corporation, a Delaware corporation ("Del Monte Corporation") asserting causes of action for negligence, nuisance, trespass, and inverse condemnation as a result of the odors originating from the WWTP. Representative Plaintiffs and Class Members asserted, among other things that, as a result of negligent operation of the WWTP, including the collection, transportation and storage of biosolids, odors emanating from the WWTP afflicted the entire Class Area and occurred with such frequency and were of such intensity and duration as to interfere with the Representative Plaintiffs' and Class Members' use and enjoyment of their property, adversely impacting property values and causing personal discomfort, anxiety, stress, headaches, nausea and other adverse health effects; and WHEREAS, on December 14, 2000, Representative Plaintiffs and Class Members filed a motion to certify the class against the City and Del Monte Corporation. On April 19, 2001, the Court granted Plaintiffs' Motion for class certification; and WHEREAS, on June 15, 2001, the Representative Plaintiffs mailed and published a notice of pendency of class actions to members of the certified class; and WHEREAS, the City and Del Monte Corporation deny the allegations made against it in the Action; and WHEREAS, the Parties recognize the existence of disputed issues of law and fact regarding the allegations in the Action; and WHEREAS, the Parties wish to avoid the expense and risk involved in continued litigation over the matters alleged in the Action, and instead wish to compromise and settle the various disputes arising in connection therewith. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: 1 DEFINITIONS "Action" means Murphy, et al. v. City of Yakima, et al., Yakima County Superior Court Cause No. 99-2-00611-8. "Administrative Expenses" means expenses incurred in the administration of this Settlement as provided herein or as otherwise allowed by the Court. "Claim(s)" means any administrative or tort claim or any lawsuit filed with or against the City or Del Monte Corporation with regard to actions or failures to act relating to, arising out of, concerning or caused by the WWTP up through and including the date of Final Approval. "Claim(s)" includes, but is not limited to, the City's alleged acts and omissions of negligence and failure, in the construction, operation, maintenance, and repair of the WWTP up through and including the date of Final Approval, to comply with the applicable standard of care for the design, construction and operation of a waste water treatment plant, including but not limited to the collection, transportation and storage of biosolids; or any other common law, statutory or regulatory cause of action. "Class Area" means the area shown on the map attached hereto as Exhibit A, as legally described on Exhibit B attached hereto. Class Area does not include any property that was neither zoned for nor used as residential property at any time between June 30, 1990 and October 10, 2003. The foregoing legal description is intended to be a full and complete legal description of the property shown on Exhibit A attached to this Settlement Agreement. In the event of any discrepancy between the real property described in the foregoing legal description and the real property shown on Exhibit A, the description shown on Exhibit A shall control. "Class Members" means all persons and entities, including minors, who: (a) reside in or own residential property, or who have resided in and/or owned residential property within the Class Area at any time between June 30, 1990 and the date of Preliminary Approval of this Settlement and who have not previously opted out of the class (the "Class"). "Common Fund" means the fund established pursuant to paragraph 2 of this Agreement. "Plaintiffs' Counsel" means Albert R. Malanca, Kenneth G. Kieffer, John C. Guadnola, Bradley B. Jones, Timothy L. Ashcraft, Joan C. Foley, and the law firm of Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim LLP. "Court" means the Superior Court of Washington, Yakima County, or other Court properly acquiring jurisdiction over the Action. "Odors" shall be given the broadest possible interpretation, including without limitation, any and all airborne odors of any kind to humans, animals, plants, or the environment, and any effects of odors including any kind of annoyance, discomfort, or adverse effects on body, mind, spirit, health, property, air, quality of life, enjoyment of life, or other interests, relating to, arising out of, concerning or. caused by the WWTP prior to Final Approval regardless of whether such Odors are tangible or intangible. 2 "Final Approval" means the date by which all of the following have occurred: (1) the Court has entered an Order finally approving this Settlement in a form to be agreed upon by the Parties; and (2) the applicable time period for filing appeals or requests for review of said Order has passed without any appeals or requests for review being filed, or if appeals or requests for review are filed, the entry of orders affiiniing said Order or denying review after exhaustion of all appellate remedies. "Parties" mean the Representative Plaintiffs, the Class Members, and the City of Yakima. "Preliminary Approval" of this Settlement means the Court's entry of an order preliminarily approving this Settlement and authorizing notice to the Class. The Parties shall use good faith efforts to agree upon the fomi of the order and of the notice. In the event the Parties cannot agree, they shall both submit their proposed orders and notices to the Court and the Court shall decide the form of the order and notice. "Released Parties" shall mean the City of Yakima and Del Monte Corporation, each and every one of their departments, divisions, agencies, commissions, boards, subdivisions, owners, officers, directors, employees, attorneys, elected officials, predecessors, heirs, successors and assigns. It is the intention of the Parties that this term be given the broadest possible interpretation. "Representative Plaintiffs" means Martin Cuevas, Karen Cuevas, Daniel Martinez, Karen Murphy, Willie Murphy, Darlene Ryan, and Verla Row. "WWTP" means the Yakima Regional Wastewater Treatment Plant, its collection and transportation facilities, and the former operation of the adjacent Industrial Sprayfields, composting facility, and outdoor biosolids storage area. TERMS AND CONDITIONS OF SETTLEMENT 1. Purpose. This Settlement and Settlement Agreement are intended solely for the purpose of compromising disputed claims and potential claims and avoiding the risk and expense of continued litigation. This Settlement and Settlement Agreement are not, and shall not be construed or characterized as, an admission of wrongdoing of any kind on the part of any Party, nor does any Party admit or concede the validity of any claim or defense asserted by any other party in the Action. 2. Settlement Amount. The City agrees and stipulates to the entry following Final Approval of a judgment in the amount of Thirteen Million and No/100 Dollars ($13,000,000) in favor of Representative Plaintiffs and the Class Members. A copy of the judgment is attached as Exhibit C. The City shall arrange for payment to the trust account of Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim, LLP, the sum of Seven Million and No/100 Dollars ($7,000,000) in trust for the Class Members ("The Common Fund"), which, together with the judgment referenced above and Plaintiffs pursuit of claims against policies of insurance referenced below, shall constitute full and final Settlement of the Action. These funds shall be paid on the latter of Final Approval or December 15, 2003, provided, however, that if Final Approval occurs before December 15, 2003 and the City, using its best efforts, has not completed financing its payment obligation hereunder, it may extend its payment date an 3 additional two weeks to December 29, 2003. The Representative Plaintiffs and Class covenant not to execute against the Released Parties for any amounts of the judgment in excess of Seven Million and No/100 Dollars ($7,000,000) except against those insurers who issued policies of insurance to Yakima between 1997 and 2001. 3. No Assignment of Policies; Continued Prosecution of Insurance Litigation. By this Settlement, the City is not assigning its insurance policies to the Class and the City may continue to pursue its claims against its insurers. Plaintiffs and the City shall maintain their current lawsuits against the City's insurance carriers. The City shall retain full authority and responsibility for its pending appeal of its lawsuit against its insurers throughout the appellate process including but not limited to any motions for reconsideration, rehearing en banc and otherwise. If and only if the City's pending appeal is successful and results in a remand to the district court for further proceedings, Plaintiffs agree that Plaintiffs' Counsel may elect to assume responsibility for further prosecution of the action. If Plaintiffs' Counsel so elect, they will manage both the remanded federal court action and at their sole discretion, the declaratory judgment action in Yakima County Superior Court; provided, however, that the City may associate as co-counsel with Plaintiffs' Counsel in the lawsuits and may, at its election, prosecute the lawsuits at the City's sole cost and expense should Plaintiffs' Counsel decline to do so. 4. Allocation of Insurance Recoveries. Plaintiffs and the City agree that they will share any proceeds recovered from the City's insurance carriers by settlement, judgment or otherwise. The proceeds from a resolution of either or both insurance lawsuits will be collectively allocated as follows: (a) With respect to the recovery of any "net proceeds" at or under $1,000,000, the City shall be entitled to the first $500,000 of the net proceeds, which shall be considered as partial recovery to the City for amounts paid to Plaintiffs in settlement and/or costs and fees previously incurred, as will all other monies allocated to the City under this paragraph. The Plaintiffs shall be entitled to the next $500,000 in partial satisfaction of their judgment. Thereafter, with respect to any recovery of net proceeds between $1,000,000 and $3,000,000, the Plaintiffs shall recover 80% of the net proceeds and the City shall recover 20%; provided, however, Plaintiffs' Counsel shall not receive any attorney fees from the City's 20% recovery. With respect to the recovery of any net proceeds above $3,000,000 the Parties shall split the recovery equally. Plaintiffs' Counsel shall be entitled to recover attorney fees from any recovery of net proceeds above $3,000,000 as follows: (1) a 1/3 contingent fee from the City's share, and (2) whatever fee is approved and set by the Court regarding the Class Plaintiffs' share. "Net proceeds" is defined as gross proceeds less reasonable costs and expenses actually incurred after the date the Final Settlement Documents are executed (but not legal fees). (b) Neither the City nor the Plaintiffs shall settle and compromise their respective lawsuits without the other's consent unless the settlement exceeds $900,000. As to any settlement in excess of $900,000, either the City or Plaintiffs may accept the settlement and bind both Parties, with the settlement proceeds being dispersed as provided in this Agreement. For settlement proposals by the insurers at or in excess of $1,000,000, either Party shall have the option to buy out the Party wishing to settle by paying that Party's share of the proposed settlement amount and may thereafter continue the prosecution of the respective insurance carrier lawsuit. 4 5. Administration. All costs or expenses incurred in administering this Settlement, including without limitation the cost of providing notice to the Class and any expenses incurred in connection with the division and distribution of the Common Fund, shall be paid from the Common Fund. The City shall have no obligation whatsoever to pay any sum for such administrative costs and expenses, except that each party shall be responsible for its own attorneys' fees, costs, and expenses incurred in defending the Action, negotiating this Agreement, and performing any obligations as set forth in this Agreement unless expressly provided otherwise in this Agreement. Representative Plaintiffs, Class Members, and Plaintiffs' Counsel shall be solely responsible for complying with any tax laws or other laws relating to administration or distribution of the Common Fund. 6. Court Approval of Settlement. The Parties shall take all reasonable measures necessary to secure Final Approval of this Settlement as required by CR 23 or other applicable legal authority including but not limited to RCW 4.22 et seq. Plaintiffs' Counsel shall promptly file with the Court a Motion for Preliminary Approval and any necessary supporting papers, asking the Court to enter an order, following approval by the City Council, in a form to be agreed upon by the Parties. The Parties shall use their best efforts to agree on a form of the Motion for Preliminary Approval. The City may file with the Court such additional papers in support of the Motion for Preliminary Approval as it deems necessary or appropriate, in its sole discretion. If the Parties cannot agree on the form of a Motion for Preliminary Approval, each party may submit its own version to the Court. Plaintiffs' Counsel shall, at the appropriate time following Preliminary Approval, prepare and file with the Court a Motion for Final Approval, and any necessary supporting papers, asking the Court to enter an Order finally approving the Settlement ("Settlement Order") and Order of Dismissal in a form to be agreed upon by the Parties. The Parties shall use their best efforts to agree on a form of the Motion for Final Approval. The City may file with the Court such additional papers in support of the Motion for Final Approval as it deems necessary or appropriate, in its sole discretion, subject to the provisions set forth above. If the Parties cannot agree on the form of a Motion for Final Approval, each party may submit its own version to the Court. In the event Final Approval is not obtained, the Parties shall make all reasonable efforts to negotiate a new settlement agreement that will meet with approval of the Court. In the event this Settlement is not approved and the Parties are not able to negotiate a new one, the Parties shall so notify the Court and proceed with the Action. Any pleadings submitted or statements made pursuant to this paragraph are settlement communications subject to Evidence Rule 408. In the event Final Approval is not achieved, the Parties agree that nothing contained in this Settlement Agreement, Plaintiffs' Counsel's or The City's pleadings or oral statements submitted pursuant to this paragraph may be used, quoted, referenced, or admitted in the Action or any other litigation. 7. Fees and Costs of Plaintiffs' Counsel. Plaintiffs' Counsel shall apply to the Court for an award of fees, expenses and costs, which shall be paid from the Common Fund established under Paragraph 2 above. Aside from their obligations to pay into the Common Fund the Settlement Amount referenced in paragraph 2 and pay attorneys' fees as provided in paragraphs 4 and 19, the City shall not have any obligation whatsoever to pay any sum for attorneys' fees, expenses or costs claimed by Representative Plaintiffs, Class Members and/or Plaintiffs' Counsel in connection with the Action including but not limited to any costs incurred by Representative Plaintiffs or Plaintiffs' Counsel. The City shall not oppose the application for award of reasonable fees, expenses or costs, and any future application for reasonable fees, expenses, or 5 costs; provided, however, that this agreement not to oppose such an award does not apply to an application for fees, expenses or costs sought by any of the Parties for an alleged breach of this Settlement Agreement. 8. Dismissal of Action. In consideration of the confession of judgment and payment of the above amount, Representative Plaintiffs and Class Members shall dismiss the Released Parties with prejudice and without costs to any Party. Plaintiffs' Counsel shall execute the Stipulation and Order of Dismissal attached hereto as Exhibit D within fifteen (15) days after Final Approval. 9. Release of All Claims by Representative Plaintiffs and Class Members. Effective upon Final Approval of this Settlement Agreement, the Representative Plaintiffs, Class Members and each of them hereby release, discharge, and forever acquit the Released Parties from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, as alleged or as could have been alleged in the Action, whether in law or equity, arising out of or relating in any way to (1) Odors; or (2) the allegation that Representative Plaintiffs and/or Class Members have been damaged by operation of the WWTP as a result of residing or owning residential property in the Class Area prior to Final Approval; or (3) operation of the WWTP prior to Final Approval, including, without limiting the generality of the foregoing, any and all claims for nuisance, negligence, inverse condemnation, strict liability, contribution, indemnity, trespass, property damages, loss of use and enjoyment, and/or diminution of property values, attorney fees, costs under any statutory or regulatory authority relating to Odors; penalties or other relief resulting from violations of permits or failure to comply with applicable laws, regardless of whether any such matters are claimed under theories of nuisance, trespass, negligence, strict liability, inverse condemnation, contribution, indemnity, or any other common law, statutory or regulatory cause of action, and regardless of whether defined as a continuing tort or otherwise. This full and final release is intended to provide the broadest protection possible from claims and damages as a result of acts, omissions or occurrences relating to the WWTP on or before the date of Final Approval, including all causes of action therefore against the Released Parties. This release is specifically intended to cover and include, without limitation, any and all claims, civil or otherwise, past or present, which can or may ever be asserted by the Representative Plaintiffs, each and every Class Member, and by their respective agents, estates, marital communities, dependents, successors, assigns (including, but not limited to subsequent purchasers, lessees and renters of property owned by Class Members within the Class Area), lien holders, or other entities, against the Released Parties arising out of or relating in any way to the matters described above that are based on acts, omissions or occurrences on or before the date of Final Approval that resulted or are alleged to have resulted in Odors or effects of Odors. By this settlement, Representative Plaintiffs and each and every Class Member are also releasing, on behalf of themselves, and their respective agents, estates, marital communities, dependents, successors, assigns (including, but not limited to subsequent purchasers, lessees and renters of property owned by Class Members within the Class Area) lien holders and other entities, any inverse condemnation or "takings" claims concerning diminished property values within the Class Area arising out of the construction, operation, maintenance, and repair of the WWTP prior to Final Approval and any alleged actions or failures to act by the City concerning the WWTP prior to Final Approval. No subsequent claim for inverse condemnation or takings of any interest in property located within the Class Area, may be made by any of the Representative Plaintiffs, any Class Member and any of their respective agents, estates, marital communities, 6 dependents, successors, assigns (including, but not limited to subsequent purchasers, lessees and renters of property owned by Class Members within the Class Area) lien holders and other entities, concerning the operation of the WWTP unless there is additional governmental action by the City relating to the WWTP causing Odor impacts and emissions exceeding the degree and level existing from October 3, 2000 to the date of Final Approval (including normal operational events such as intermittent upset conditions), which also results in a measurable and provable decline in market value separate and apart from any measurable or provable decline in market value that has occurred through the date of Final Approval. Representative Plaintiffs and each Class Member acknowledge and agree that this Settlement Agreement will be recorded with the Yakima County Auditor's Office. 10. Cooperation. As partial consideration for this Settlement, the Parties agree to cooperate in the following manner: (a) The City will support the Representative Plaintiffs and Class Members' Motions for Preliminary Approval and Final Approval of this Settlement. The City may file with the Court such pleadings and papers in support of said Motions as it deems necessary or appropriate, in its sole discretion. All pleadings submitted and statements made by the City with regard to this provision shall be subject to the terms of paragraph 6. (b) The City will cooperate with Representative Plaintiffs, Class Members and Plaintiffs' Counsel in their pursuit of insurance proceeds from various policies of insurance issued to the City between 1997 and 2001. The City and its employees and Counsel agree to make themselves reasonably available for discovery proceedings and trial in the prosecution by Representative Plaintiffs and Class Members of any and all causes of action concerning the insurance policies whether in Class Members' own lawsuit or upon Plaintiffs' Counsel's acceptance of the prosecution of the City's pending lawsuit as described in paragraph 3. The City will also make available to Class Counsel all relevant and nonprivileged documents relating to the pursuit of insurance claims against the City's policies. (c) The City shall cooperate with Plaintiffs' Counsel in regard to Plaintiffs' Counsel establishing, creating, updating or amending a database of Yakima County or City records for the purpose of mailing notice to the Class and implementing a plan of distribution to all Representative Plaintiffs and Class Members provided that such cooperation does not result in significant use of the City's financial resources or personnel. 11. Effect on Claims. (a) Effective upon Final Approval, every Claim of each Representative Plaintiff and Class Member against the Released Parties shall be conclusively compromised, settled and released and each such Representative Plaintiff and Class Member shall be barred from initiating, asserting or prosecuting any Claim against the Released Parties, except to the extent permitted by this Settlement Agreement and the Stipulation and Order of Dismissal attached as Exhibit D. 7 (b) Any checks issued to the Plaintiffs, Representative Plaintiffs and Class Members must contain language, approved by the Parties, to the effect that negotiation, endorsement or deposit of the check constitutes a release. (c) The Parties agree that the Notice of Settlement and the Final Approval will contain language, to be agreed on by the Parties, to the effect that the Final Approval of the Settlement will be binding upon all Class Members and will extinguish and release all Claims, as set forth in paragraph 9 herein. The Notice shall also include language addressing disclosure obligations under Washington law. The language shall inform Class Members of their duty to disclose information material to a buyer's decision to purchase property and encourage class members to disclose that their property is within the Class Area and that compensation was paid for alleged property damages and nuisance from Odors caused by the WWTP. 12. Reporting Obligations. The Representative Plaintiffs, Class Members and Plaintiffs' Counsel shall provide to the City copies of a final disbursement statement identifying the names, addresses, and amounts disbursed to each Representative Plaintiff and Class Member. 13. Use of Settlement Agreement. (a) The parties to this Settlement Agreement, including Representative Plaintiffs or any Class Member, shall not seek to introduce and/or offer the terms of the Settlement Agreement, any statement, transaction or proceeding in connection with the negotiation, execution or implementation of this Settlement Agreement, any statements in the documents appended to this Settlement Agreement, stipulations, agreements, admissions made or entered into in connection with any fairness hearing or any finding of fact or conclusion of law made by the Superior Court or otherwise rely on the terms of this Settlement Agreement, in any judicial or administrative proceeding, except as provided in paragraphs 3, 4 and 10(b) or insofar as it is necessary to enforce the terms of this Settlement Agreement. (b) Neither this Settlement Agreement nor any exhibit hereto nor any statement, transaction or proceeding in connection with the negotiation, execution or implementation of this Settlement Agreement is intended to be or shall be construed as or deemed to be evidence of an admission or concession by the Released Parties of any liability or wrongdoing, or of the truth of any allegations asserted by any Representative Plaintiff or any Class Member against them, or as an admission by the Representative Plaintiffs or any Class Member of any lack of merit in their claims and no such statement, transaction or proceeding shall be admissible in evidence for any purpose, except for purposes of obtaining approval of this Settlement Agreement in this proceeding or pursuit of claims against the City's insurers as provided in paragraphs 3, 4 and l0(b). 14. Parties Bound. This Settlement Agreement shall be binding on the Parties hereto and each of their heirs, legal representatives, successors, and assigns, and inures to the benefit of the Parties and Released Parties and their heirs, legal representatives, successors and assigns. The Representative Plaintiffs, by approval of this Settlement Agreement by the Court, have full authority to enter into this Settlement Agreement on their behalf and behalf of each Class Member and to take steps reasonably necessary to achieve Final Approval, as fully to all intents 8 and purposes as each Class Member might or could do if personally present and a party to this Settlement Agreement, and the acts of the Representative Plaintiffs on behalf of the Class Members are, upon approval by the Court of this Agreement, ratified and confirmed by each Class Member. 15. No Third Party Beneficiary. No provision of this Settlement Agreement or any exhibit thereto is intended to create any third -party beneficiary to this Settlement Agreement. 16. Integration. This written agreement contains the entire understanding among the Parties in connection with its subject matter, and supersedes and replaces all prior negotiations, agreements, or representations by or among the parties, whether oral or written. Each Party acknowledges that no other Party, or any agent or attorney of any Party, has made any promise, representation, or warranty whatsoever, express or implied, other than those expressly stated herein, concerning the subject matter hereof to induce the other Party or Parties to execute this document. Each Party acknowledges that in executing this document he, she, or it is not relying on any promise, representation or warranty other than those expressly stated herein. 17. Choice of Law. The interpretation and enforcement of this Settlement Agreement shall be governed by the laws of the State of Washington. 18. Construction of Settlement Agreement. This Settlement Agreement has-been drafted by mutual negotiations among the parties. It shall be construed according to the fair intent of the language as a whole, and not for or against any party. The headings of the sections and paragraphs of this Agreement are included for convenience only and shall not be deemed to constitute part of this Agreement or to affect its construction. 19. Attorneys' Fees. In the event any party hereto, or his, her, or its authorized representative, successor, or assign, shall institute suit to enforce this Settlement Agreement or for any breach thereof, the substantially prevailing party in such suit or proceeding shall be entitled to an award of his, her, or its reasonable costs, expenses and attorneys' fees incurred, both at the trial and appellate court levels, before and after judgment. 20. Counterparts. This Settlement Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 21. Mediation and Arbitration. The Parties agree that Thomas V. Harris shall mediate disputes arising from the Memorandum of Understanding and this Settlement Agreement. If mediation fails, the Parties reserve the right to use other alternative dispute resolution processes or seek court. intervention. DATED this % day of 5 k Martin Cuevas, Representative Plaintiff 9 , 2003. 6AP3 Karen Cuevas, Representative Plaintiff ROM :FREEDOM TRUCK CENTER FAX NO. :5095751255 Daniel Martinez, Representative Pla ff Willie Murphy, Repres aintiff Vella Rovv, Representative Plaintiff Add Acknowledgements for the signatures of tie Plaintiff Representatives TROMAS, HONEYWELL, MALA CA, PETERSON & DAHEIM LLP 4 • Malanca for Plaintiffs Agrk �. 11 2003 11:56AM P2 Murphy, resentative laintiff arlene Ryan, Representa '- e Plaintiff 10 Daniel Martinez, Representative Plaintiff Willie Murphy, Repres,,- a i e ' aintiff Verla Row, Representative Plaintiff Add Acknowledgements for the signatures of the Plaintiff Representatives GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP Albe Atto . Malanca s for Plaintiffs fvy Ka n Murphy, presentative laintiff R� 77OA 4A. dr\-. arlene Ryan, Representatt e Plaintiff 10 11/11/03 TUE 12:31 FAX 206 623 7022 CITY OF YAKIMA By: Richard Zais ' City Manager By: Raymond Paolella Yakima City Attorney r Ci & .7r,A111+m DEL MONTE CORPORATION cott Ri an, Assistant Secretary BROWN REAVIS & MANNING, PLLC By: Stephen J. Tan Attorneys for Del ante Corporation KA25739W00381THWMTHW A21N- PRESTON GATES & ELLIS, LLP By: Thomas H. Wolfendale Attorneys for City of Yakima DANIELSON HARRIGAN LEYH & TOLLEFSON, LIP By: Timothy G. Leyh Attorneys for City of Yakima 11/11/03 TUE 12:31 FAX 206 623 7022 r U sc>; anaii,L CITY OF YAKIMA Richard Zais City Manager By: Raymond Paolella Yakima City Attorney PRESTON GATES & ELLIS, LLP By. Thomas H. Wolfendale Attorneys for City of Yakima DEL MONTE CORPORATION DANIELSON HARRIGAN LEYH & TOLLEFSON, LLP By: Scott Rickman, Assistant Secretary BROWN REAVIS & MANNING, PLLC By: Stephen J. Tan Attorneys for Del Monte Corporation K125739L000391TI W\TNW A21FY • 11 By: Timoth, . Leyh Attorneys for City of Yakima C `ral Ave La Fo Wils Dal E_Nob Hill \`,\\\\ EXHIBIT A EM asiewater_Facility I:ocal De: Tratamiento de Agua Usada Yakima Class Area Area del Clase de Yakima Zone 1 Zone 2 Zone 3 The class area shown on this map does not include any property that was neither zoned for nor used as residential property at any time between June 30, 1990 and October 10, 2003. In the event of any discrepancy between this map and Exhibit B to the Settlement Agreement this map shall control. \s,co El area de clase mostrada en mapa no incluye ninguna propiedad que no estaba clasificada ni usada como propiedad residencial en cualquier moment() entre junio 30, 1990 y octubre 10, 2003. En el caso de una discrepancia entre esta mapa y la Prueba B con el Acuerdo de Resolucibn, tiene control esta mapa. 0 0.2 0.4 Miles Mundy Associates LLC (10/2003) 98-1203 WAh EXHIBIT A • Area 1 Area [i Area 3 Class Parcels 0 0.2 0.4 Miles Mundy Associates LLC (912003) 98-1203 EN,hHill )l“d � J ::...., :aIIlt 11!4. 'Mr) = im1t: l d �amiN d1a EXE I FHIT B CLASS AREA LEGAL DESCRIPTION That portion of the City of Yakima and the City of Union Gap, Washington, described as follows: The East half of the Southwest quarter of Section 29 and the East half of the West half of Section 32, Township 13 North, Range 19 East, W.M.; AND that portion of the Southwest quarter of the Southwest quarter of' Section 32, Township 13 North, Range 19 East, W.M., lying Easterly of Primary State Highway No. 3 (now South First Street). AND that portion of the Southeast quarter of said Section 29 and the East half of said Section 32 lying Westerly of Interstate 82; AND that portion of Section 5, Township 12 North, Range 19 East, W.M. lying Westerly of Interstate 82; AND that portion of the Northeast quarter of Section 6, Township 12 North, Range 19 East, W.M. lying East of the following described line: Beginning at a point on the North line of said Section 6 being 500.09 feet West of the Northeast corner thereof; thence Southerly to the Northwest corner of Tract "D" of the amended PLAT OF REBECCA LANE, as recorded in Volume "Y" of Plats, page 14, records of Yakima County, Washington; thence Southerly along the Westerly line of said Plat to the Northwest corner of Lot 6 of the PLAT OF NORTHWEST GARDENS, as recorded in Volume "W" of Plats, page 13, records of Yakima County, Washington; thence Southerly along the West line thereof and the Westerly line extended to the Northwest corner of Block 40 of the PLAT OF S. LAUBER'S ADDITION to Yakima City W.T. as recorded in Volume "A" of Plats, page 1, and recorded in Volume "C" of Plats, page 47, records of Yakima County, Washington;. thence South along the West line thereof to the South line of said Northeast quarter and the terminus of the line herein described; AND that portion of the Southeast quarter of Section 6, Township 12 North, Range 19 East, W.M., lying Easterly of the following described line: Beginning at a point 1100 feet West of the Northeast comer of said Subdivision; thence South parallel with the East line of said Subdivision to the Easterly right of way line of the Northern Pacific Railroad; thence Southerly along said right of way line to the South line of said Section 6 and the terminus of the line herein described; AND that portion of the Northeast quarter of Section 7, Township 12 North, Range 19 East, W.M., lying Easterly of the Northern Pacific Railroad right of way line. AND all that portion of Section 8, Township 12 North, Range 19 East, W.M., lying Easterly of the Easterly right of way line for the Northern Pacific Railroad and Westerly of the Interstate 82 and Northerly of the following described line: Beginning at the Southwest corner of Block "K" of the PLAT OF MCNEELY TRACTS, as recorded in Volume "H" of Plats, page 24, records of Yakima County, Washington; thence Easterly along said Block "K" and said Block "K" extended to the Easterly right of way line of Main Street; thence Southerly along said right of way line to a point 449.4 feet South of the South line of the Northwest quarter of the Northwest quarter of said Section 8, as shown on the PLAT OF MCNEELY TRACTS; thence Easterly parallel to the said South line to the centerline of Spring Branch Creek; thence Northerly along said Spring Branch Creek to a point on the North line of the Westerly extension thereof, of Lot 25, of the PLAT OF HOLIDAY MOBILE TOWN PARK NO. 2, according to the official plat thereof, as recorded in Volume "Y" of Plats, page 6, under Auditor's File No. 2412924; thence Easterly along said North line of said Lot 25 to a point situate 100 feet Westerly of the Northeast corner thereof; thence South 320 feet to the Southwest corner of Lot 2, of Short Plat recorded under Auditor's File No. 7188680; thence Easterly along the South line of said Lot 2 and the South most line of the PLAT OF HOLIDAY MOBILE TOWN PARK NO. 3, as recorded in Volume "DD" of Plats, page 6, records of Yakima County, Washington and the South line extended to the Easterly right of way line of Freeway Avenue; thence North 30 feet to the Southwest corner of Lot 12 of said PLAT OF HOLIDAY MOBILE TOWN PARK NO. 3; thence Easterly along the South line of said Lot 12 to the Westerly right of way line of Interstate 82, and the terminus of the line herein described. Class Area does not include any property that was neither zoned for nor used as residential property at any time between June 30, 1990 and October 10, 2003. The foregoing legal description is intended to be a full and complete legal description of the property shown on Exhibit A attached to this Agreement. In the event of any discrepancy between the real property described in the foregoing legal description and the real property shown on Exhibit A of the Settlement Agreement the description shown on Exhibit A shall control. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKJMA COUNTY WILFRED and KAREN MURPHY, et al., Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, and WASTEWATER DIVISION OF THE DEPARTMENT OF ENGINEERING AND UTILITIES, a discrete governmental agency or unit of the City of Yakima, and DEL MONTE CORPORATION, a New York corporation, Defendants. Judgment Creditor: NO. 99-2-00611-8 JUDGMENT AGAINST THE CITY OF YAKIMA ASSIGNED TO THE HONORABLE SUSAN L. HAHN JUDGMENT SUMMARY Representative Plaintiffs and Class Members, as defined in the Court Order entered in this action on April _, 2001. Attorneys for Judgment Creditor: Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim LLP Albert R. Malanca John C. Guadnola Kenneth G. Kieffer Bradley B. Jones Timothy L. Ashcraft Judgment Debtor: JUDGMENT - 1 of 3 (NO. 99-2-0061 1-8) [1240135 v31.doc1 City of Yakima EXHIBIT C LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 620-6565 Amount of Judgment: $13,000,000.00 Interest Owed To Date: -0- Taxable Costs And Fees: -0- This matter came before the Court pursuant to and in accordance with that certain Settlement Agreement given final approval by the Court on , 2003. The Court having presided over this matter since its filing, having reviewed and approved the Settlement Agreement, and being fully advised in the premises, it is hereby ORDERED that the Plaintiffs and Class Members be and the same hereby are granted JUDGMENT in the amount of $13,000,000.00 (Thirteen Million Dollars) against the City of Yakima. DONE IN OPEN COURT this day of , 2003. The Honorable Susan L. Hahn, Superior Court Judge Presented By: GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP Bradley B. Jones, WSBA 17197 John C. Guadnola, WSBA No. 08636 s for Plaintiffs and Class Members JUDGMENT - 2 of 3 (NO. 99-2-00611-8) [1240135 v31.doc] EXHIBIT C LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 620-6500 - FACSIMILE (253) 620-6565 1 3 4 5 6 7 8 9 10 11 12 13 "4 15 16 17 18 19 20 21 22 23 24 25 26 PRESTON GATES & ELLIS Thomas H. Wolfendale, WSBA 03776 and DANIELSON HARRIGAN & TOLLEFSON Timothy Leyh, WSBA 14853 By Attorneys for the City of Y BROWN REAVIS & MANNING Stephen J. Tan By: Attorneys for Del Monte Corporation JUDGMENT - 3 of 3 (NO. 99-2-00611-8) [1240135 v31.doc] EXH R IT LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 620-6565 1 1 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAK.IMA COUNTY WILFRED and KAREN MURPHY, et a1., Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, and WASTEWATER DIVISION OF THE DEPARTMENT OF ENGINEERING AND UTILITIES, a discrete governmental agency or unit of the City of Yakima, and DEL MONTE CORPORATION, a New York corporation, Defendants. NO. 99-2-00611-8 STIPULATION AND ORDER OF DISMISSAL ASSIGNED TO THE HONORABLE SUSAN L. HAHN HEARING DATE: October 10, 2003 Pursuant to the stipulation of the parties to the above -captioned action, as evidenced by the signatures of their respective counsel below, and in accordance with the Settlement Agreement given final approval by this Court on , 2003, it is hereby ORDERED, ADJUDGED AND DECREED as follows: 1. Except to the extent necessary to permit the Court to exercise the continuing jurisdiction described below, and without impacting the validity or enforceability of the Judgment entered against the City of Yakima in this matter or the ability of Representative STIPULATION AND ORDER OF DISMISSAL - 1 of 4 (NO. 99-2-00611-8) [1240129v6] EXHIBIT D LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & OAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 96401.1157 (253) 620-6500 - FACSIMILE (253) 620-6565 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Plaintiffs and Class Members to recover on unsatisfied portions of the Judgment above and beyond that subject to execution against the City of Yakima and Del Monte Corporation, a New York corporation, all "claims" of Plaintiffs and Class Members (as "claims" is defined in the Settlement Agreement) shall be and the same hereby are DISMISSED WITH PREJUDICE and without costs. 2. Notwithstanding the foregoing dismissal of claims against the City and Del Monte Corporation, this Court retains jurisdiction over this matter for the following purposes: (a) determining the reasonable fees and costs to be awarded to Plaintiffs' counsel; (b) approving a method of allocating net settlement proceeds among class members and a procedure for administering claims submitted by class members; (c) overseeing the administration of claims submitted by class members and, to the extent permitted or required by the approved procedure, resolving disputes about the allowance, disallowance or amount of any such claims ; and (d) overseeing the distribution of settlement funds to class members. 3. This Court's retained jurisdiction shall extend to any and all monies recovered on behalf of the Class, whether by way of settlement or enforcement of a judgment, from any of the City's insurers. 4. The Judgment entered in this matter pursuant to and in accordance with the Settlement Agreement given final approval by the Court on , 2003, is and STIPULATION AND ORDER OF DISMISSAL - 2 of 4 (NO 99-2-00611-8) [1240129 v6) EXH1BIT 0 LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500. FACSIMILE (253) 620-6565 1 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 shall remain in full force and effect in accordance with its terms; provided, however, that the City of Yakima shall not be subject to execution of judgment in excess of Seven Million Dollars ($7,000,000.00) as set forth in the Settlement Agreement. Neither the dismissal with prejudice of claims against the City of Yakima and Del Monte Corporation nor any other provision of this Order shall have any impact of any nature whatsoever on such Judgment. • 5. This Order shall not limit, prejudice or in any way affect any action brought or to be brought by the City of Yakima or by Representative Plaintiffs or Class Members for the purpose of recovering proceeds of insurance policies issued in favor of the City of Yakima. The City shall remain a party to this action to the extent necessary to prevent any such limitation, prejudice or other effect but the City's status as a party shall not in any way affect the dismissal with prejudice of all claims the Plaintiffs and Class Members brought or could have brought against it in this action. DONE IN OPEN COURT this day of , 2003. The Honorable Susan L. Hahn, Superior Court Judge STIPULATION AND ORDER OF DISMISSAL - 3 of 4 (NO 99-2-006] 1-8) [1244129 v6] EXHIBIT ID LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2100 POST OFFICE 80X 1157 TACOMA. WASHINGTON 98401-1157 (253) 620.6500 - FACSIMILE (253) 620-6565 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 The parties to the above -captioned action, by and through their respective attorneys of record, hereby stipulate and agree to entry of the foregoing Order of Dismissal. GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP Albert R. Malanca, WSBA 01226 John C. Guadnola, WSBA 08636 Kenneth G. Kieffer, WSBA 10850 Bradley B. Jones, WSBA 17197 Timothy L. Ashcrafl, WSBA 26196 ys for Plaintiffs and Class Members Dated: kJ/et , 2003. STIPULATION AND ORDER OF DISMISSAL - 4 of 4 (NO. 99-2-00611-8) [1240129 v6] PRESTON GATES & ELLIS Thomas H. Wolfendale, WSBA 03776 and DANIELSON HARRIGAN & TOLLEFSON Timothy Leyh, WSBA 14853 Attorneys for the City of Y Dated: O 9' , 2003. BROWN REAVIS & MANNING Stephen J. Tan, WSBA 22756 By: Attorneys for Del Monte Corporation Dated: , 2003. MINT LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2100 POST OFFICE BOX 1157 TACOMA. WASHINGTON 08401-1157 (253) 620-6500 - FACSIMILE (253) 620-6565 Section B Wastewater Rate Increase ORDINANCE NO. 2003= AN ORDINANCE relating to wastewater rates, fees, and charges; adjusting various wastewater rates, fees, and charges; amending Sections 7.60.020, 7.60.025, 7.60.035, and 7.60.105 and adding section 7.60.115 of the Yakima Municipal Code; and providing for related matters. WHEREAS, the City of Yakima (the "City") is authorized by Title 35 RCW to acquire, construct, own, operate, and provide financing for waterworks and systems of sewerage, and to establish rates, fees, and charges therefore; and WHEREAS, the City Council determines that it is in the best interests of the citizens of the City that ordinances related to such systems of sewerage, wastewater rates, fees, charges, and related matters be amended as set forth in this Ordinance; and WHEREAS, the City Council determines that the rates, fees, and charges contained in this Ordinance are fair, just, and reasonable; NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF YAKIMA Section 1, Section 7.60.005 of the Municipal Code reads as follows: 7.60.005 Definitions. 1. "Biochemical oxygen demand" (BOD) shall have the same meaning as in Chapter 7.65. 2. "Industrial discharger" shall have the same meaning as in Chapter 7.65. 3. "Industrial wastewater" shall have the same meaning as in Chapter 7.65. 4. "Minor industrial user" (MIU) shall have the same meaning as in Chapter 7.65. 5. "Sewer" shall have the same meaning as in Chapter 7.65. 6. "Significant industrial user" (SIU) shall have the same meaning as in Chapter 7.65. 7. "Suspended solids" (SS) shall have the same meaning as in Chapter 7.65. 8. "Total suspended solids (TSS) shall have the same meaning as suspended solids. 1 OCTOBBR 2003 RA'Z'E ORDINANCES 9 "Wastewater" shall have the same meaning as in Chapter 7.65. 10. "Wastewater system" shall have the same meaning as "POTW" or "publicly owned treatment works" in Chapter 7.65. The term includes all sewers and wastewater treatment plants. I I. "Wastewater treatment plant" shall have the same meaning as in Chapter 7.65. Section 2. Section 7.60.010 of the Municipal Code reads as follows: 7.60.010 City to fix and collect wastewater rates and charges. A. The public health, safety and welfare require that the city of Yakima fix and collect wastewater rates and charges upon, and _measured by either the quantity of water supplied to the premises or, if metered, the quantity of wastewater discharged into the wastewater sewer system in the city of Yakima and in areas outside the corporate limits of the city, for the carrying and discharge of all wastewater into the wastewater system of the city of Yakima as presently maintained and operated, together with additions and betterments thereto and extensions thereof, which rates and charges are fixed by this chapter; provided, that the specifying of service rates and charges by this chapter shall not affect the financing of construction of sewers and trunk sewers pursuant to the local improvement district process, the imposition of a wastewater connection charge, or other alternate means of financing such construction; provided further, the adoption of rates for service to property outside the corporate limits of the city does not constitute an undertaking by the city to serve any or all such property without compliance with other laws, regulations and policies of the city pertaining to the furnishing of city sewer service outside city corporate limits. B. Biennial Review. In accordance with federally mandated Environmental Protection Agency requirements and to satisfy bond covenants, the city shall review not less often than every two years the wastewater contribution of users and user classes, the total cost of operation and maintenance of the wastewater system and the user charge system. The charges for users or classes of users shall be revised as required. Section 3. Section 7.60.020 of the Municipal Code is hereby amended to read as follows: 7.60.020 Owner (inside city) retail wastewater service charge. A. Wastewater Service Charge. There shall be charged to and collected from all premises within the city served by the city wastewater system a wastewater service charge composed of a ready -to -serve charge and a volume charge based on either the quantity of water supplied to the premises or, if metered, the quantity of wastewater discharged into the wastewater sewer system; PROVIDED that in no event shall the total wastewater service charge be less than the minimum charge indicated below: 2 OCTOBER 2003 RATE ORDINANCES Minimum charge effective July 1Nov 10, 2003 $12.0513.01 /month (1) Wastewater Service Charge --Schedules. The wastewater service charge shall be calculated and charged according to the following schedules: (a) Ready -to -Serve Charges. For all customers other than multiple -unit residential customers: For multiple -unit residential customers, the monthly ready -to -serve charge shall be based on the number of accounts plus the number of dwelling units, according to the following: Ready -to -serve charge effective July INov 10, 2003 (66.77/account) + ($5.78/24dwelling unit) (b) Volume Charge. For all customers, the volume charge shall be determined by the following: 3 OCTOBER 2003 RATE ORDINANCES Charges July INov effective 10, 2003 Water Meter Size (Inches) Monthly charge Bimonthly charge 3/4 $12.0513.01 $21.1026.02 1 15.3016.52 30.6033.04 1-1/2 21.34 39.5212.68 -1-9 2 31.8134.35 63.6268.70 3 120.50130.10 211.00260.20 4 153.10165.62 306.80331.24 6 230.16248,49 160.32496,98 8 317.61342.94 635.28685.88 10 635.28685.89 X61.371.78 For multiple -unit residential customers, the monthly ready -to -serve charge shall be based on the number of accounts plus the number of dwelling units, according to the following: Ready -to -serve charge effective July INov 10, 2003 (66.77/account) + ($5.78/24dwelling unit) (b) Volume Charge. For all customers, the volume charge shall be determined by the following: 3 OCTOBER 2003 RATE ORDINANCES Volume charge effective July-1<Nov 10, 2003 $2.11228 per 100 cubic ft of water consumption or, if metered, quantity discharged B. Strong Waste Surcharge. For customers located inside the city discharging ¢� }, hundred �__ � ..,.7117..« of biochemical oxygen DPlI wastewater which contains more than threw hund.. 'd parts per million gsioch eeeicai oxe demand (BOD) and/or total suspended solids (TSS), there shall be a surcharge, in addition to the ready -to -serve charge and the volume charge, which shall be calculated utilizing the national average values of BOD and TSS concentrations typical to each classification under the Standard Industrial Code or by actual concentrations verified by the city. If the customer chooses, at its expense, to install a sampling station, the strong waste charge shall be calculated based upon actual concentrations. Any testing done by the city may be charged at the rates set forth in section 7.60.105 of this title. The following formula shall be utilized to calculate the strong waste charge: Monthly surcharge = (unit costs per pound of BOD or TSS) times (weight of one gallon of water) times (customer's monthly volume in one hundred cubic feet divided by one thousand three hundred thirty-seven) times (customer's concentration of BOD or TSS in parts per million per the national average values] or (verified concentrations] minus three hundred). In the foregoing formula, the applicable values are as follows: Section 4, follows: Section 7.60.025 of the Municipal Code is hereby amended to read as 740.025 Non -owner (outside city) retail wastewater service charge. 4 OCTOBER 2003 RATE ORDINANCES Effective July 1Nov Effective January 1, Effective January 1, Effective January 1, 10, 2003 2004 2005 2006 Unit cost per pound for BOD SO. 20.294 $872890.312 $04880.332 $933080.332 Unit cost per pound for TSS $972230.241 $0.2650.286 X0.339 $0.3140.339 Weight of one gallon of water 8.34 8.34 8.348.34 pounds I pounds pounds ! pounds 1 Section 4, follows: Section 7.60.025 of the Municipal Code is hereby amended to read as 740.025 Non -owner (outside city) retail wastewater service charge. 4 OCTOBER 2003 RATE ORDINANCES A. Wastewater Service Charge. There shall be charged to and collected from all premises outside the city served by the city wastewater system a wastewater service charge composed of a ready -to -serve charge and a volume charge based on domestic water consumption; provided that in no event shall the total wastewater service charge -be less than the minimum charge indicated below: Minimum charge effective July -1 -Nov 10, 2003 $18.8219.78/month (1) Wastewater Service Charge --Schedules. The wastewater service charge shall be calculated and charged according to the following schedules: (a) Ready -to -Serve Charge. For all customers other than multiple -unit residential customers: 5 OCTOBER 2003 RATE ORDINANCES Charges effective 3+14t—}Nov 10, 2003 Water Meter Size (inches) Monthly charge Bimonthly charge 3/4 $18.8219.78 $37.6439.56 1 2319025.12 478050.24 1-1/2 3078632.44 61.7264.88 2 19.6852.22 99.36104.44 3 188.2091 7.80 376.10395 60 4 239.58251.80 479-46503.60 6 3-546377.80 718.9275.5.60 8 196.10521.40 992.201 042 80 10 991491.042.80 1,984.3 82.085.60 5 OCTOBER 2003 RATE ORDINANCES For multiple -unit residential customers, the monthly ready -to -serve charge shall be based on the number of accounts plus the number of dwelling units, according to the following: Ready -to -serve charge effective Nov 10, 2003 ($97-7910.29/account) + ($9-039.49/dwelling unit) (b) Volume Charge. For all customers, the volume charge shall be determined by the following: Volume charge effective ! ulylNov 10, 2003 $3.53 per 100 cubic ft. of water consumption or, if metered, quantity discharged B. Strong Waste Surcharge. For customers located outside the city discharging wastewater which contains more than three hundred parts per million of biochemical oxygen demand (BOD) and/or total suspended solids (TSS), there shall be a surcharge, in addition to the ready -to -serve charge and the volume charge, which shall be calculated utilizing the national average values of BOD and TSS concentrations typical to each classification under the Standard Industrial Code or by actual concentrations verified by the city. If the customer chooses at its expense to install a sampling station, the strong waste charge shall be calculated based upon actual concentrations. Any testing done by the city may be charged at the rates set forth in section 7.60.105 of this title. The following formula shall be utilized to calculate the strong waste charge: Monthly surcharge = (unit costs per pound of BOD or TSS) times (weight of one gallon of water) times (customer's monthly volume in one hundred cubic feet divided by one thousand three hundred thirty-seven) times (customer's concentration of BOD or TSS in parts per million per [the national average values] or [verified concentrations] minus three hundred). In the foregoing formula, the applicable values are as follows: 6 OCTOBER 2003 RA'Z'E ORDINANCES Effective 1 No' 10, 2003 Juav Unit cost per pound for BOD $0.3150.537 Unit cost per pound for TSS $075040.522 6 OCTOBER 2003 RA'Z'E ORDINANCES Weight of one gallon of water 8.34 pounds Section 5. Section 7.60.030 of the Municipal Code reads as follows: 7.60.030 Wastewater charge added to and payable with water bill. The wastewater service charge provided for in this chapter shall be payable at the office of the treasurer of the city, and shall be billed for and payable at the same time as the water bill for the premises is payable; and payment for water service shall not be accepted unless payment of the wastewater service charge is made at the same time. The same shall be payable bimonthly and shall be added to city water bills as a separate charge thereon. Section 6, follows: 7.60.035 Section 7.60.035 of the Municipal Code is hereby amended to read as Septage and exceptional wastewater disposal charges. A. Septage Wastewater Disposal Charge. For septage wastewater disposed pursuant to Chapter 7.63, the following charge shall apply: Charge effective Juin-l-Nov 10, 2003 $0-.--32-40 337/gal. B. Exceptional Wastewater Disposal Charge. For exceptional wastewater disposed pursuant to Chapter 7.63, the charge shall be calculated by reference to the following formula: Exceptional wastewater Charge = (Treatment Costs) + (Receiving Costs) + (Testing Costs) (1) Treatment costs. Treatment costs shall be determined by reference to the following formula: Treatment costs = ((UBOD/TSS) x (WW) x (V/1,337) x (CBOD/TSS)1 + RUV) x (V)-1 where: V = Volume discharged (in one hundred cubic feet); CBOD/ TSS = Concentration of BOD or TSS (in parts per million); and 7 OCTOBER 2003 RA'I'L ORDINANCES the n ng values are as follows: ua�, a�.rataiuiuFy values follows: Abbreviation Meaning Value Effective Nov 10, 2003 May 21. 2004 UBOD/TSS Unit cost per pound of BOD or TSS $044-50.537 (BOD) $0.5040.522 (TSS) tW> W • • Weight of one gallon of water _ _ 8.34 poua cls UV Unit cost per one hundred cubic feet of volume $0.2580.271 (2) Receiving Costs. Receiving costs shall be calculated by the wastewater manager and based on actual or estimated staff time, materials, and related costs incurred in connection with receiving the particular waste at issue. (3) Testing Cost. The costs of any testing are set forth in Section 7.60.105. The wastewater manager shall have final authority over what tests shall be required for any discharge. C. The amount of the disposal fee, at the rate specified in subsections A or 13 of this section, shall be based upon the actual quantity measured and discharged. Measurement shall be through methods and instruments as determined by the city. Section 7. Section 7.60.050 of the Municipal Code reads as follows: 7.60.050 Meters required --Penalty for violations --Rates for metered and unmetered premises. A. Meters Required --Penalty. Commencing September 1, 1977, all premises thereafter newly connected or reconnected to the wastewater system shall have a meter, approved by the city wateriirri-igation manager, installed to measure either the quantity of water supplied to the premises or the quantity of wastewater discharged into the wastewater system; and it shall be unlawful for any person, firm or corporation to thereafter connect any premises so as to be served by the wastewater system without installing a meter as required by this subsection. Any person, firm or corporation who connects any premises so as to be served by the wastewater system in violation of this subsection shall upon conviction thereof be subject to a fee not exceeding two hundred fifty dollars or subject to imprisonment in the city jail facility for a term not exceeding ninety days. 8 OCTOBER 2003 RATE ORDINANCES B. Rates for Metered Premises. All premises served by either city domestic water service or by some other source of domestic water, and which have meters to measure all water supplies which are ultimately discharged into the city wastewater system shall pay wastewater service charges according to the rates specified in Section 7.60.020 or 7.60.025 of this chapter, and all premises which have meters to measure the quantity of wastewater discharged into the wastewater system shall likewise pay wastewater service charges according to the rates specified in Section 7.60.020 or 7.60.025 of this chapter. C. Rates for Unmetered Premises. Premises with existing connections to the city wastewater system, but which have no meter to measure either the domestic water supplied to the premises or the wastewater discharged therefrom, shall be charged a wastewater service charge according to rates specified in Section 7.60.020 or 7.60.025 of this chapter in an amount determined by the wastewater manager to be the average charge for wastewater service to similar premises. Section 8. Section 7.60.055 of the Municipal Code reads as follows: 7.60.055 Each premises an individual consumer. For purposes of computing the wastewater service charge imposed by Sections - 7.60.020 or 7.60.025, and Section 7.60.050 of this chapter, each one -family dwelling unit and each dwelling unit in a two-family dwelling or in a multiple dwelling, as all those terms are defined in Title 12, Zoning, of the city of Yakima Municipal Code, shall constitute one individual consumer. Further, for purposes:of those sections, each separate mobile home site within a mobile home court, park or other mobile home complex shall constitute one individual consumer; provided, an automobile trailer court as defined in Title 12, Zoning, of the city of Yakima Municipal Code, rather than each separate trailer site therein,'shall constitute an individual consumer for purposes of those sections. Each such consumer constitutes a premises to which the minimum wastewater service rate is applicable, and there shall be no deductions for vacant premises. Section 9. Section 7.60.060 of the Municipal Code reads as follows: 7.60.060 Water not used or lost --Minimum charge not to be reduced. Where the use of water is such that a portion of all water used is lost by evaporation, irrigation, sprinkling or other cause, or is used in manufactured goods and commodities, and the person in control provides proof of this fact and -installs a meter or other measuring device approved by the city water/irrigation manager to enable measurement of the amount of water so used or lost, no charge shall be made for wastewater because of water so used or lost, except that in no case will the minimum charge be adjusted or reduced. Direct discharge of wastewater to fresh water or to points other than the city sewer system shall not be cause for adjustment or reduction of the wastewater service charge. 9 OCTOBER 2003 RATE ORDINANCES Section 10. Section 7.60.070 of the Muinicipal Code reads as follows: 7.60.070 Water used for irrigation not to be charged as wastewater. It is the intent of this chapter that the portion of water used exclusively for irrigation be not charged correspondingly for wastewater. Upon application, where it can be shown to the satisfaction of the city wastewater manager that the higher charges for wastewater during the summer months are due to water used for irrigation, the wastewater charge for summer period may be adjusted to the winter months' charges. Section 11. Section 7.60.080 of the Municipal Code reads as follows: 7.60.080 Home Kidney Dialysis Horne Kidney Dialysis. A residential customer who undergoes kidney dialysis at his or her home, or whose home is also the home of a different person who undergoes home kidney dialysis, shall not be required to pay utility charges for domestic water service or sewer service for the quantity of water that is necessary for the home dialysis. In order to be excused from utility charges under this subsection, the residential customer must present to the customer services division written documentation from a recognized kidney dialysis center certifying that the person requires dialysis and the quantity of water needed for that person's dialysis. Section 12. Section 7.60.090 of the Municipal Code reads as follows: 7.60.090 Procedure for paying wastewater service charges--Delinquency-- Imposition of priority lien. All charges for wastewater service shall be due and payable at the office of the city treasurer on or before the fourteenth day after the bill therefore is rendered, and if unpaid shall become delinquent twenty-one days after the due date. Any wastewater service charge which becomes delinquent shall immediately become a lien upon the premises, and if unpaid for sixty days after the date payment was due, shall bear interest at the rate of eight percent per annum from the date payment was due, and such lien may be foreclosed by the city as provided by state law. The lien shall be superior to all other liens and encumbrances except general taxes and local and special assessments. Section 13. Section 7.60.100 of the Municipal Code reads as follows: 7.60.100 Additional collection method --Water service suspension --Notice and hearing procedure. A. As an additional and concurrent method of collection of any such delinquent wastewater rate or charge, the customer service manager may suspend the water service or supply 10 OCTOBER 2003 RATE ORDINANCES from the premises to which such charge for wastewater has attached until such rates and charges are paid. B. No water service shall be suspended until a written notice has been served upon or mailed to the customer at least seven days prior to suspending service. Such notice shall state the date on which service is to be suspended, the amount of delinquent wastewater charges, and that a customer may request in writing a hearing before the customer service manager or his designee to contest the suspension, provided such request is received by the customer service manager or his designee before the date service is to be suspended. C. Upon timely receipt of a request for hearing, the customer service manager or his designee shall conduct a hearing, and the customer requesting the hearing shall be notified in writing by the customer service manager or his designee of the time, date and place of such hearing. Pending the outcome of a hearing, no service shall be suspended. D. When water service has been suspended for nonpayment of a wastewater charge, water service shall not be resumed until all delinquent service charges have been paid, together with an additional fifteen -dollar reconnection charge. E. In the event the occupant of a premises is someone other than the customer, the occupant or, in the case of a multiple dwelling, the manager or person in charge shall be notified in writing of the date of the suspension of service and the amount of delinquency at the same time such customer is so notified. Section 14. Section 7.60.105 of the Municipal Code is hereby amended to read as follows: 7.60.105 Rates, charges and fees for pretreatment program. A. It is the purpose of this section to provide for the payment of rates, charges, and fees for certain discharges to the wastewater system, to compensate the city for the cost of administration of the pretreatment program established in Chapter 7.65. Connection charges for dischargers subject to Chapter 7.65 are as set forth in Chapter 7.58 of this Code. B. Rates, Charges and Fees to be Published. The wastewater manager shall maintain a schedule of current rates, charges and fees, shall post such schedule conspicuously, and shall make copies available to interested persons. Upon request, the wastewater manager shall prepare an estimate of annual rates, charges and fees for a significant industrial user. C. Base Rate for Minor Industrial Users. Commencing on the effective date of the ordinance codified in this section and manager until amended pursuant to subsection E of this section, minor industrial users (as defined in Chapter 7.65) shall pay a base rate for pretreatment service of $63.0068.04/month. 11 OCTOBER 2003 RATE ORDINANCES Significant industrial users shall not be subject to a Kase rare. D. Charges and Fees for Related Services. Commencing on the effective date of the ordinance codified in this section and until amended pursuant to subsection E below, significant industrial users shall pay the sampling and laboratory testing charges and fees provided below for those specific services described or listed below. All customers shall also be subject to the sampling, laboratory testing, and flat rate charges and fees provided below, in addition to any base rate provided for in subsection C, but only for those services requested by the customer or provided as part of a required compliance inspectio :. (1) Sampling Charge. The sampling charge includes sampler set-up, pick-up, and statistical analysis, as well as billing program charges from the customer service manager. The sampling charge is based on the length of the sampling period, pursuant to the following schedule: Sampling Period Charge effective Jul) 1NoN —Charge effective January 1 2004 Charge effective January 1, 2005 Charge effective January 1, 2006 10. 2003 First day $ $ $ $ 210 83 218.05 2x-50 263-1.6 260.10 $ 267.90 275.94 284.22 Each subsequent day in the same sampling period. $ $ $ $ 39.51 n3.2S 9679.3 98.93 +at:90 100 71 103.73 106.84 110.05 (2) Laboratory Testing Fees. A laboratory testing fee is assessed for each type of test conducted on each sample. Fees are assessed pursuant to the following schedule. Test - Charge Effective Jul} 1No' Charge Effective January 1, Charge Effective January 1, Charge Effective January1, 10, 2003 2004 2005 2006 BOD -Biochemical Oxygen Demand $ $ $ 38 81 4 I 39.97 36.58 4-7.68 39.51 40.70 41.92 43.17 12 OCTOBER 2003 RATE ORDINANCES TSS -Total Suspended Solids $ 39.51 $ 40.70 S 41.92 $ 43.17 36.58 38.81 39.97 37.68 pH +9.49 8-84 -19799 +8-•29 19.75 20.34 20.95 21.58 BOD Soluble 58.21 54.87 56.52 159796 59.26 61.04 62.87 64.76 COD $ S $ $ 39.51 40.70 41.92 43.17 38.81 39.97 36.58 37.68 COD Soluble 59.26 61.04 62.87 64.76 4-,8r2(4 51).95 54.86 15644 TDS 39.51 40.70 41.92 43.17 36.58 37.68 39.97 38.81 Alkalinity (Carbonate) 19.75 20.34 20.95 21.58 1849 18.81 19.40 19139 Ammonia (Ion Selective Probe) 19.75 20.34 20.95 21.58 -1-849 18.8 4 19.40 +9-99 Chlorine Residual (Colorimetric) 19.75 20.34 20.95 21.58 18.8 4 19.40 -1-9799 18.29 Dissolved Oxygen (Azide) 19.75 20.34 20.95 21.58 18.29 18.81 X749 19199 Dissolved Oxygen (Membrane) 19.75 20.34 20.95 21.58 4-849 18.8.1 -19..441 .1-9799 13 OCTOBER 2003 RA'Z'E ORDINANCES Fecal Coiiiorm 59.26 1 61.04 62.87 i (476 59.95 54.86 .56.:--.74 3848 FOG -Fats. Oils & Grease 77.60 79.93 86.34 711,-3-# 79.01 81.38 83.82 MPN 5 3°8.93 199.r,8 431.69 .7,::,5 7/ 395.06 37 73 406.91 419.12 Nitrate 39.51 40.70 41.92 43.17 39.97 38.81 37.68 1 Nitrite 39.51 40.70 1 41.92 43.17 39.97 38.81 36.58 3 7.6 8 Organic/Volatile Acids 19.75 20.34 20.95 21.58 4-9799 19.40 1-849 18.81 Total Volatile Solids c s 43.17 39.51 40.70 41.92 39.97 3649 37.68 38.81 BNA (b) Semi volatiles Market Market cost' Marto cost (a) (a) cost (a) Market cost (a) BTEX (b) 234.56 253.33 214.66 221.10 231.83 238.78 227.73 245.95 Metals 293720 316.66 268 32 275.37 289.79, 298.48 284.61, 307.44 Metals Graphite Furnace 398.53 110.-18 443.33 375.65 386.92 405.71 417.88 430.42 645.01 696.66 626.25 Pesticides/PCB's 590.30 688.01 637.54 656.67 676.37 Market cost (a) Market Market cost cost (a) (a) Market cost (a) TPH (b) 14 OCTOBER 2003 RATE ORDINANCES Volatile Organics Charge Effective 1No Charge Effective January 1, 2004 Charge Effective January 1, 2005 Charge Effective January 1, 2006 231.83 238.78 245.95 253.33 $ $ 221.10 227.73 .24446 211.66 458.9.5 432.60 Notes: (a) This testing is conducted by an outside laboratory. The actual fee will be based on the actual cost of the test performed, plus any related costs and taxes incurred. (b)Glossary: BNA: Base Neutral Acids (Semivolatile Organic compounds). BM:Benzene, Toluene, Ethylbenzene, and Zylene-Highly volatile hydrocarbons. TPH: Total Petroleum Hydrocarbons (includes oils, gasoline, diesel, and other fuels). (3) Other related services are assessed on each of certain transactions or services, pursuant to the following schedule: Transaction or Service Charge Effective 1No Charge Effective January 1, 2004 Charge Effective January 1, 2005 Charge Effective January 1, 2006 Jule 10,2003 Discharge Authorization LS $ $ $ $ 472.71 (a) 445.58 458.9.5 432.60 467.21 481.23 495.66 510.53 Compliance Inspection HR 156.57 161.26 147.58 152.01 15 9.3 9 164.17 169.10 174.17 Dye testing HR 159.39 164.17 169.10 174.17 156.57 161.26 147.58 152.01 Smoke testing HR 57.37 -5'9799 54 08 55 70 58.41 60.16 61.97 63.83 TV (new construction) = LF -1-77; 1.87 1 781.93 -1-841.98 1.892.04 TVing (location) HR 298.31 307.26 281.19 289.63 303.69 312.80 322.18 331.85 15 OCTOBER 2003 RA1'E ORDINANCES Notes: ( a) Includes only the first 50,000 gallons of flow. See Chapter 7.65. E. Amendment of Base Rates, Charges and Fees. 1. The base rate or rates ("rates" for purposes of this subsection) set forth in subsection [[�� section maytip_ amended CM..... time time by ordinance of the subsection C of this amende�.i from to by of the city council. Any such amendment shall be based upon changes in the city's cost of providing wastewater pretreatment service as reflected in the city's annual budget The base rates set forth in subsection C of this section are to be billed at 75% for customers located within the city limits. Other customers will be billed at 100% of base rates. These percentages may be amended by ordinance of the city council. 2. The charges and fees set forth in subsection D of this section may be amended from time to time by ordinance of the city council upon recommendation of the wastewater manager. Such amendments shall be based on changes in the costs of providing sampling, laboratory and miscellaneous wastewater pretreatment services. In determining whether there has been a change in the costs of providing service, the city council may consider the city's expenses associated with obtaining services from private laboratories and other third persons, and the city's own administrative and other costs. The charges and fees set forth in subsection D of this section are to be billed at 75% for customers located within the city limits. Other customers will be billed at 100% of the charges and fees set forth in subsection D. These percentages may be amended by ordinance of the city council. F. Money to be Credited to Wastewater Operating Fund. All moneys collected pursuant to this part shall be paid into and credited to the wastewater operating fund as provided in Chapter 3.101. Section 15. Section 7.60.115 of the Municipal Code is added and reads as follows: 7.60.115 Sunset Clause. Effective January 1, 2024. Wastewater Rates for all retail customers shall be reduced by the percentage established by dividing S886.666 by the total gross revenue received from all retail customers during the previous fiscal year. 16 OCTOBER 2003 RA'1'Ir ORDINANCES Section 44 16. Section 7.60.120 of the Municipal Code reads as follows: 7.60.120 Severability. If any section, clause, or phrase of this ordinance is declared unconstitutional or invalid for any reason, such decision will not affect the validity of the remaining portions of this ordinance, which shall continue in full force and effect. Section -1-617. This ordinance shall be in full force and effect (30) calendar days after its passage, approval and publication as provided by law and by the City Charter. PASSED BY THE CITY COUNCIL, signed and approved this day of October, 2003. ATTEST: City Clerk Publication Date; Effective Date; 17 OCTOBER 2003 RATE ORDINANCES Mary Place, Mayor Section C Bond Ordinance CITY OF YAKIMA, WASHINGTON WATER AND SEWER REVENUE BONDS, 2003 AN ORDINANCE of the City of Yakima, Washington, authorizing the issuance and sale of water and sewer revenue bonds of the City in the principal amount of not to exceed $17,700,000 in one or more series to finance the settlement costs of the odor litigation and certain capital improvements to the City's water and sewer system; and fixing the terms and covenants of such bonds. Passed On October 7, 2003 Prepared by: PRESTON GATES & ELLIS LLP 925 Fourth Avenue, Suite 2900 Seattle, Washington 98104-1158 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.1 Definitions 2 ARTICLE II FINDINGS Section 2.1 Approval of Plan and System.............................................................................11 Section 2.2 Parity Conditions 11 ARTICLE III ISSUANCE OF 2003 BONDS Section 3.1 Issuance of the 2003 Bonds 12 Section 3.2 Registration, Exchange and Payments 13 Section 3.3 Execution and Authentication of Bonds 17 Section 3.4 Lost or Destroyed Bonds 18 Section 3.5 Form of 2003 Bonds 19 ARTICLE IV REDEMPTION OF 2003 BONDS Section 4.1 Redemption Prior to Maturity 19 Section 4.2 Notice of Redemption 19 Section 4.3 Effect of Redemption 20 Section 4.4. Amendment of Notice Provisions 20 Section 4.5 Purchase of 2003 Bonds 20 ARTICLE V FUNDS AND ACCOUNTS; DEFEASANCE Section 5.1 Revenue Fund; Priority of Payments 21 Section 5.2 Bond Fund 22 Section 5.3 Defeasance 29 ARTICLE VI PARTICULAR COVENANTS OF THE CITY Section6.1 Rate Covenant29 Section 6.2 Maintenance and Operation 30 Section 6.3 Sale or Disposition ofthe System 30 Section 6.4 Liens or Encumbrances 31 Section 6.5 Insurance 32 Section 6.6 Books and Accounts 33 Section 6.7 Additions and Improvements33 Section 6.8 Tax Covenants 34 -i- P•\DG\DG02E 03/10/02 ARTICLE VII ADDITIONAL BONDS Section 7.1 Additional Bonds 34 Section 7.2 Pledge Effected by Ordinance 37 ARTICLE VIII DEFAULTS AND REMEDIES Section 8.1 Events of Default 39 Section 8.2 Formation of Bondowners Committee 40 Section 8.3 Books of City Open to Inspection 41 Section 8.4 Suits at Law or in Equity 42 Section 8.5 Direction of Actions of Bondowners Committee by Majority Owners 43 Section 8.6 Suits by Individual Bondowners 44 Section 8.7 Waivers of Default 45 Section 8.8 Remedies Granted in Ordinance Not Exclusive 45 ARTICLE IX BONDOWNERS MEETINGS Section 9.1 Call of Bondowners Meetings 46 Section 9.2 Notice to Bondowners 46 Section 9.3 Proxies; Proof of Ownership of Parity Bonds 47 Section 9.4 Execution of Instruments by Bondowners 47 Section 9.5 Appointment of Officers at Bondowners Meetings 48 Section 9.6 Quorum at Bondowners Meetings 49 ARTICLE X AMENDMENTS TO ORDINANCE Section 10.1 Amendments 49 Section 10.2 Obtaining Approval of Amendments at Bondowners Meeting 51 Section 10.3 Alternate Method of Obtaining Approval of Amendments 53 Section 10.4 Amendment of Ordinance in Any Respect by Approval of All Bondowners 54 Section 10.5 Exclusion of Bonds Owned by City 54 Section 10.6 Endorsement of Amendment on Bonds 55 ARTICLE XI MISCELLANEOUS Section 11.1 Undertaking to Provide Ongoing Disclosure 55 Section 11.2 Severability 59 Section 11.3 General Authorization_ 59 Section 11.4 Prior Acts 59 Section 11.5 Effective Date 59 Exhibit A Description of Project Exhibit B Form of 2003 Bonds P \DG\DG02E 03/10102 ORDINANCE NO. 2003 - AN ORDINANCE of the City of Yakima, Washington, authorizing the issuance and sale of water and sewer revenue bonds of the City in the principal amount of not to exceed $17,700,000 in one or more series to finance the settlement costs of the odor litigation and certain capital improvements to the City's water and sewer system; and fixing the terms and covenants of such bonds. WHEREAS, the City of Yakima, Washington (the "City") now owns, operates and maintains a water supply and distribution system and a sewerage collection and disposal system, which water and sewerage systems have been combined for purposes of financing in the manner provided by law (the "System"); and WHEREAS, it is in the best interest of the City to finance the settlement of the odor litigation and to undertake certain capital improvements to the System (as further described herein, the "Project"); and WHEREAS, the City Council hereby finds that it is in the best interests of the City that the Bonds be offered in one or more series as further provided in a resolution of the City; and WHEREAS, the City has issued its Water and Sewer Revenue Refunding Bonds, 1996 (the "1996 Bonds") and its Water and Sewer Revenue and Refunding Bonds, 1998 (the "1998 Bonds") (coilectiveiy, the "Parity Bonds"); and WHEREAS, each of the ordinances authorizing the Outstanding Parity Bonds provides that bonds may be issued on a parity with the lien on Gross Revenues of the System of such Parity Bonds; and WHEREAS, to finance the odor litigation settlement and pay costs of the Project, it is deemed necessary and advisable that the City issue its Water and Sewer Revenue Bonds, 2003, in the aggregate principal amount of not to exceed $17,700,000; NOW, THEREFORE, BE IT ORDAINED BY the City of Yakima, Washington, as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. As used in this ordinance: "Accreted Value" means with respect to any Capital Appreciation Bonds (A) as of any Valuation Date, the amount set forth for such date in any ordinance authorizing such Capital Appreciation Bonds and (B) as of any date other than a Valuation Date, the sum of (1) the Accreted Value on the preceding Valuation Date and (2) the product of (a) a fraction, the numerator of which is the number of days having elapsed from the preceding Valuation Date and the denominator of which is the number of days from such preceding Valuation Date to the next succeeding Valuation Date, calculated based on the assumption that Accreted Value accrues during any semiannual period in equal daily amounts on the basis of a year of 12 30 -day months, times (b) the difference between the Accreted Values for such Valuation Dates. "Additional Bonds" means any revenue bonds, revenue warrants or other revenue obligations that may be issued in the future on a parity of lien with the 1996 Bonds, the 1998 Bonds, the 2003 Bonds and any other Parity Bonds. "Annual Debt Service" means for any specified Fiscal Year: (1) with respect to any Outstanding Parity Bonds, the amounts required to be deposited during that period in the Bond Fund (excluding the Reserve Fund therein); (2) with respect to any Outstanding Capital Appreciation Bonds, the principal amount thereof shall be equal to the Accreted Value thereof maturing or scheduled for payment in such period, and no other interest shall be included; -2- P\DG\DG02E 03/10/02 (3) with respect to any Outstanding Fixed Rate Bonds, an amount equal to (A) the principal amount of such Fixed Rate Bonds due or subject to mandatory redemption during such period and for which no sinking fund installments have been established, (B) tiie amount of any payments required to be made during such period into any sinking fund established for the payment of any such Fixed Rate Bonds, plus (C) all interest payable during such period on any such Fixed Rate Bonds Outstanding and with respect to Fixed Rate Bonds with mandatory sinking fund requirements, calculated on the assumption that mandatory sinking fund installments will be applied to the redemption or retirement of such Fixed Rate Bonds on the date specified in the ordinance authorizing such Fixed Rate Bonds; and (4) with respect to Outstanding Variable Rate Bonds, the principal for any period and interest on such Variable Rate Bonds during such period computed on the assumption that the amount of Variable Rate Bonds Outstanding as of the date of such computation would be amortized (i) in accordance with the mandatory redemption provisions, if any, set forth in the ordinance authorizing the issuance of such Variable Rate Bonds, or if mandatory redemption provisions are not provided, during a period commencing on the date of computation and ending on the date 30 years after the date of issuance (ii) at an interest rate equal to the yield to maturity set forth in the Revenue Bond Index (40 -year Bond) published in the edition of The Bond Buyer (or comparable publication or such other similar index selected by the City in good faith) selected by the City and published within ten days prior to the date of calculation or (iii) to provide for essentially level annual debt service of principal and interest over such period; and for the purpose of calculating the principal and interest on Variable Rate Bond.', in any Fiscal Year, such Variable Rate Bonds shall be assumed to mature on the stated maturity date or mandatory redemption date thereof. -3- P:\DGOG02E 03/10/02 "Assessment Income" means the principal of and interest on special assessments levied in any local improvement district or utility local improvement district which are pledged to be paid into the Bond Fund. In the case of assessments payable in installments, Assessment Income shall be allocated to the years in which it would be received if the unpaid balance of each assessment roll were paid in the remaining number of installments with interest on the declining balance at the times and at the rate provided in the ordinance confirming the assessment roll. "Assessments" means any special assessments which may be levied in any local improvement district or utility local improvement district of the City created for the acquisition, construction or installation of additions and improvements to or extensions of the System, including any installment of assessments and any interest or penalties which may be due thereon, if such assessments are pledged to be paid into the Bond Fund. The word "Assessments" shall include any installments of assessments and any interest or penalties which may be due thereon. "Average Annual Debt Service" means the amount determined by dividing (a) the sum of all interest and principal to be paid on outstanding Bonds from the date of determination to the last maturity date of such Bonds, by (b) the number of Fiscal Years or calendar years from and including the Fiscal Year or calendar year in which the determination is made to the last Fiscal Year or calendar year in which the sum of (i) the principal amount of Serial Bonds maturing in such Fiscal Year plus (ii) the Sinking Fund Requirement for such Fiscal Year, exceeds 4% of the principal amount of Bonds outstanding as of the date of determination. "Bond Fund" means the Water and Sewer Revenue Bond Fund created by Ordinance No. 3380. "Bond Registrar" means the fiscal agency of the State of Washington in New York, New York, for the purposes of registering and authenticating the Bonds, maintaining the Bond -4- P \DG\DG02E 03/10102 Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the Bonds. Bonds hereafter to which "Capital Appreciation Bonds" means any Parity Bonds hereafter issued as which interest is payable only at the maturity or prior redemption of such Bonds. For the purposes of (i) receiving payment of the redemption price, if any, of a Capital Appreciation Bond that is redeemed prior to maturity, or (ii) computing the principal amount of Parity Bonds held by the owner of a Capital Appreciation Bond in giving to the City or the Bond Registrar any notice, consent, request, or demand for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted value. "City" means the City of Yakima, Washington, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Washington. "Code" means the Internal Revenue Code of 1986, as amended, as the same may be amended from time to time, and the regulations promulgated thereunder. "Commission" means the Securities and Exchange Commission. "Costs of Maintenance and Operation" means all normal operating expenses, current maintenance expenses, expenses of reasonable upkeep and repairs, insurance and administrative expenses and reasonable pro -rata budget charges for services provided to the System by City departments, but excluding depreciation, payments for debt service or into reserve accounts, costs of capital additions to or replacements of the System, municipal taxes, or payments to the City in lieu of taxes. "Council" means the legislative body of the City as the same shall be duly and regularly constituted from time to time. -5- P•\DG\DG02E 03/10/02 "Coverage Requirement" means (a) for any period during which Assessments may be paid without becoming delinquent, the sum of (i) the product of Average Annual Debt Service on all Parity Bonds then outstanding times a fraction, the numerator of which is the aggregate principal amount of nondelinquent Assessments which remain to be paid into the Bond Fund plus the principal amount of Assessments previously paid into and then on hand in the Bond Fund, and the denominator of which is the aggregate principal amount of Parity Bonds then Outstanding, plus (ii) 1.25 times the product of Average Annual Debt Service on all Parity Bonds then Outstanding times the difference of one minus the fraction calculated pursuant to (i) above; or (b) for any other period, the product of 1.25 times Average Annual Debt Service on all Parity Bonds then Outstanding. "DTC" means The Depository Trust Company, New York, New York. "Fiscal Year" means the Fiscal Year used by the City at any time. At the time of the adoption of this ordinance, the Fiscal Year is the 12 -month period beginning January 1 of each year. "Fixed Rate Bonds" means those Parity Bonds other than Capital Appreciation Bonds issued under an ordinance in which the rate of interest on such Fixed Rate Bonds is fixed and determinable through their final maturity or for a specified period of time. If so provided in the ordinance authorizing their issuance, Fixed Rate Bonds may bear a fixed and determinable interest rate for only a portion of their term. "Government Obligations" has the meaning given in RCW 39.53 as now or hereafter amended. "Gross Revenues" means all earnings, revenue and moneys received by the City from or on account of the operations of the System from any source whatsoever. -6- P:\DG\DG02E 03/10/02 "Interest Commencement Date" means, with respect to any Capital Appreciation Bonds, the date specified in any ordinance authorizing such Capital Appreciation Bonds (which date Bonds) � _ r. which must be prior to the maturity date for such Capital Appreciation Bonds) after interest accruing on such Capital Appreciation Bonds shall be payable semiannually, with the first such payment date being the applicable interest payment date immediately succeeding such interest Commencement Date. "Letter of Representations" means the Blanket Issuer Letter of Representations from the City to DTC. "Maximum Interest Rate" means, with respect to any particular Variable Rite Bond, a numerical rate of interest, which shall be set forth in any ordinance authorizing such Bond, that shall be the maximum rate of interest such Bond may at any time bear. "MSRB" means the Municipal Securities Rulemaking Board or any successors to its functions. "Net Revenues" means the Gross Revenues of the System less the Costs of Maintenance and Operation. "NRMSIR" means a nationally recognized municipal securities information repository. "1996 Bonds" means the City's Water and Sewer Revenue Refunding Bonds, 1996, issued pursuant to Ordinance No. 96-40 and Outstanding in the principal amount of $1,860,000. "1998 Bonds" means the City's Water and Sewer Revenue and Refunding Bonds, 1998, issued pursuant to Ordinance No. 98,31 and currently Outstanding in the principal amount of $6,260,000. "Outstanding" means, in connection with any Parity Bonds, as of the time in question, all such bonds issued except bonds theretofore paid and cancelled or having matured or been called -7- P:\DG\DG02E 03/10/02 for redemption, payment has been provided therefor, or bonds that have been defeased in accordance with their authorizing ordinance and state law. "Parity Bonds" means any Outstanding revenue bonds, revenue warrants or other revenue obligations issued by the City that have a lien upon the Gross Revenues of the System to pay and secure the payment of the principal thereof and interest thereon equal to the lien created upon the Gross Revenues of the System to pay and secure payment of the principal of and interest on the 2003 Bonds. Parity Bonds includes the 1996 Bonds, the 1998 Bonds and the 2003 Bonds. "Permitted Investments" means any legal investments for funds of the City. "Professional Utility Consultant" means the independent person(s) or firm(s) selected by the City having a favorable reputation for skill and experience with facilities of comparable size and character to the System in such of the following as are relevant to the purposes for which they are retained: (a) engineering and operations and (b) the design of rates. "Project" means the capital improvements to the System described in Exhibit A, attached hereto, together with all costs incurred in the issuance of the 2003 Bonds, and all other costs incurred in connection with the Project. "Qualified Insurance" means any noncancellable municipal bond insurance policy or surety bond issued by any insurance company licensed to conduct an insurance business in any state of the United States (or by a service corporation acting on behalf of one or more such insurance companies), which insurance company or companies, as of the time of issuance of such policy or surety bond, are currently rated in the highest rating category by Moody's Investors Service, Inc. or Standard & Poor's Ratings Service or their comparably recognized business successors. "Rate Stabilization Account" means the account authorized to be created by Section 5.1. -8- P\DG\DG02E 03/10/02 f- Investors Inc.,a .a.. .1 "Rating Agency" means, as of any date, Moody's investors Service, IncStandard & Poor's Ratings Service or any other nationally recognized securities rating agency. "Reserve Fund" means the Reserve Fund created for the parity bonds. "Reserve Fund Requirement" means the lesser of (i) the maximum Annual Debt Service during any Fiscal Year on a series of Parity Bonds; (ii) 125% of the Average Annual Debt Service on all Outstanding Parity Bonds of such series; or (iii) 10% of the stated principal amount of such series of Parity Bonds. In the case of Variable Rate Bonds, the interest rate thereon shall be calculated on the assumption that such Variable Rate Bonds will bear interest at a rate equal to the higher of (a) the rate most recently reported by The Bond Buyer as The Bond Buyer's Index for long-term revenue bonds or (b) a rate equal to x+y where x represents the average rate of interest borne by such Variable Rate Bonds in the twelve months preceding the date of calculation or in the case of newly issued Variable Rate Bonds the ;n;+;a1 rate of interest borne by such Bonds and y represents one-half the difference between the Maximum Interest Rate applicable to such Variable Rate Bonds and x; provided that in no event shall such assumed Variable ariabie Cate exceed the Maximum Interest Rate and provided further that if on such date of calculation the interest rate on such Bonds shall then be fixed to maturity, the interest rate used for such specified period for the purpose of the foregoing calculation shall be such actual interest rate. "Revenue Fund" means the Water and Sewer Operating Funds of the City heretofore established. "Rule" means the Commission's Rule 15c2-12 under the Securities and Exchange Act of 1934, as the same may be amended from time to time. _9_ P:\DG\DG02E 03/10/02 "Sale Resolution" means the resolution or resolutions to be adopted by the Council setting the final terms of the 2003 Bonds. "Serial Bonds" means Parity Bonds other than Term Bonds. "SID" means a state information depository for the State of Washington (if one is created). "Sinking Fund Requirement" means, for any Fiscal Year, the principal amount and premium, if any, of Term Bonds required to be purchased, redeemed or paid at maturity for such Fiscal Year as established by the ordinance or resolution authorizing the issuance of such Term Bonds. "System" means the combined water and sewerage system of the City as it now exists, and as it may be later added to, extended and improved for as long as any Parity Bonds remain Outstanding. "2003 Bonds" means the City's Water and Sewer Revenue Bonds, 2003, in one or more series in the aggregate principal amount of not to exceed $17,700,000 authorized by this ordinance. "Term Bonds" means Parity Bonds of any principal maturity that are subject to mandatory redemption or for which mandatory sinking fund payments are required. "Valuation Date" means with respect to any Capital Appreciation Bonds the date or dates set forth in any ordinance authorizing such Capital Appreciation Bonds on which specific Accreted Values are assigned to the Capital Appreciation Bonds. "Variable Interest Rate" means a variable interest rate or rates to be borne by Parity Bonds or any one or more maturities within an issue of Parity Bonds. The method of computing such variable interest rate shall be specified in the ordinance authorizing such Parity Bonds. -10- P:\DG\DG02E 03/10/02 Such variable interest rate shall be subject to a Maximum Interest Rate and there may be an initial rate specified, in each case as provided in such ordinance, or a stated interest rate that may be changed from time to tiIhe as provided 111 such ordinance. JUGll U1 U111a111 G J11411 aiJV JpGc11y either (i) the particular period or periods of time or manner of determining such period or periods of time for which each value of such Variable Interest Rate shall remain in effect or (ii) the time or times upon which any change in such Variable Interest Rate shall become effective. "Variable Rate Bonds" for any period of time means Parity Bonds which during such period bear a Variable Interest Rate; provided that Parity Bonds the interest rate on which shall have been fixed for the remainder of the term thereof shall no longer be Variable Rate Bonds. ARTICLE II FINDINGS Section 2.1 Approval of Plan and System. The public interest and necessity require that the City finance (a) the settlement of the odor litigation in the amount of $7,000,000 and (b) certain improvements to the System described in Exhibit A (the "Project"). The City hereby adopts such Project as a plan and system. Section 2.2 Parity Conditions. The Council hereby finds as required by Section 7.1 of Ordinance No. 96-40 and Section 7.1 of Ordinance No. 98-31 as follows: (a) The 2003 Bonds will be issued for the purpose of acquiring, constructing and installing additions and improvements to and extensions of, acquiring necessary equipment for or making necessary repairs, replacements or other capital improvements and financing a settlement of litigation related to capital improvements to the System. (b) At the times of the issuance of the 2003 Bonds there will be no deficiency in the Bond Fund. -11- P:1DG\DG02E 03/10/02 (c) The City will have on deposit in the Reserve Fund an amount equal to the Reserve Fund Requirement. (d) At the time of the issuance of the 2003 Bonds, the City will have on file a certificate from an outside Professional Utility Consultant showing that the Net Revenue received during any consecutive 12 -month period for which financial statements are available within the 24 months preceding the date of delivery of the 2003 Bonds equals the Coverage Requirement in each calendar year or Fiscal Year thereafter on the then -Outstanding Parity Bonds and the 2003 Bonds, and that the Adjusted Net Revenues to be received each calendar year or Fiscal Year thereafter, will equal at least 1.25 times the Average Annual Debt Service each such calendar year or Fiscal Year, on the Outstanding Parity Bonds and the 2003 Bonds. ARTICLE III ISSUANCE OF 2003 BONDS Section 3.1 Issuance of the 2003 Bonds. The City shall issue the 2003 Bonds in the aggregate principal amount of not to exceed $17,700,000 in one or more series for the purpose of providing the funds necessary to finance the odor litigation settlement, to repay a interfund loan that was made to improve the spray field which was the source of the odor litigation, to pay costs of the Project, to satisfy the Reserve Requirement, to capitalize interest, and to pay the expenses incidental to the issuance of the 2003 Bonds. The 2003 Bonds shall be designated the "City of Yakima Water and Sewer Revenue Bonds, 2003," may be issued in one or more series, shall be in fully registered form, shall be in the denomination of $5,000 each, or any integral multiple thereof, provided that no Bond shall represent more than one maturity, shall be dated such date, bear interest at the rates per annum, and be payable in the amounts and dates as shall be determined by a Sale Resolution. -12- P:\DG\DGO2E 03/10/02 The 2003 Bonds shall be obligations only of the Bond Fund and shall be payable and secured as provided herein. The 2003 Bonds shall not be general obligations of the City. The Director of Finance and Budget of the City is hereby authorized to obtain insurance and a Reserve Fund surety for the payment of principal of and interest on the 2003 Bonds, if she should determine that it is in the best interests of the City to do so. Section 3.2 Registration. Exchange and Payments. (a) Registrar/Bond Register. The City hereby adopts the system of registration approved by the Washington State Finance Committee, which utilizes the fiscal agencies of the State of Washington in New York, New York, as registrar, authenticating agent, paying agent and transfer agent (collectively, the "Bond Registrar"). The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient records for the registration and transfer of the 2003 Bonds (the "Bond Register"), which shall be open to inspection by the City. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver 2003 Bonds transferred or exchanged in accordance with the provisions of such 2003 Bonds and this ordinance and to carry out all of the Bond Registrar's powers and duties under this ordinance. The Bond Registrar shall be responsible for its representations contained in the Certificate of Authentication on the 2003 Bonds. (b) Registered Ownership. The City and the Bond Registrar may deem and treat the Registered Owner of each 2003 Bond as the absolute owner for all purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. Payment of any such 2003 Bond shall be made only as described in Section 3(h) hereof, but such registration may be transferred as herein provided. All such payments made as described in Section 3(h) -13- P:1DG1DG02E 03/10/02 shall be valid and shall satisfy the liability of the City upon such 2003 Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance/Letter of Representations. The 2003 Bonds shall initially be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the 2003 Bonds as eligible for deposit at DTC, the City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Letter of Representations"). Neither the City nor the Bond Registrar will have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the 2003 Bonds for the accuracy of any records maintained by DTC or any DTC participant, the payment by DTC or any DTC participant of any amount in respect of the principal of or interest on 2003 Bonds, any notice that is permitted or required to be given to Registered Owners under this ordinance (except such notices as shall be required to be given by the City to the Bond Registrar or to DTC), the selection by DTC or any DTC participant of any person to receive payment in the event of a partial redemption of the 2003 Bonds, or any consent given or other action taken by DTC as the Registered Owner. For so long as any 2003 Bonds are held in fully immobilized form hereunder, DTC or its successor depository shall be deemed to be the Registered Owner for all purposes, and all references in this ordinance to the Registered Owners shall mean DTC or its nominee and shall not mean the owners of any beneficial interest in any 2003 Bonds. (d) Use of Depository. (i) The 2003 Bonds shall be registered initially in the name of CEDE & Co., as nominee of DTC, with a single 2003 Bond for each maturity in a denomination equal to the total principal amount of such maturity. Registered ownership of such immobilized 2003 Bonds, or any portions thereof, may not thereafter be transferred except (A) to any -14- P:\DG\DG02E 03/10/02 successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any substitute .1 1 ./_ !'�_` .L .. ,. ,.a: .. (ii) below ..1�. substitute depository's depository appointed by the City pursuant to subsection below or such depositor s successor; or (C) to any person as provided in subsection (iv) below. (ii) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the City to discontinue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the City may appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (iii) In the case of any transfer pursuant to clause (A) or (B) of subsection (i) above, the Bond Registrar shall, upon receipt of all outstanding 2003 Bonds, together with a written request on behalf of the City, issue a single new 2003 Bond for each maturity then outstanding, registered in the name of such successor or substitute depository, or all .r _.7 _ such written .,� of City. nominee, ali as specified in written request of the City. (iv) In the event that (A) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (B) the City determines that it is in the best interest of the beneficial owners of the 2003 Bonds that the 2003 Bonds be provided in certificated form, the ownership of such 2003 Bonds may then be transferred to any_ person or entity as herein provided, and shall no longer be held in fully immobilized form. The City shall deliver a written request to the Bond Registrar, together with a supply of definitive 2003 Bonds in certificated form, to issue 2003 Bonds in any authorized denomination. Upon receipt by the Bond Registrar of all then outstanding 2003 -15- P\DG\DGO2E 03/10/02 Bonds together with a written request on behalf of the City to the Bond Registrar, new 2003 Bonds shall be issued in the appropriate denominations and registered in the names of such persons as are provided in such written request. (e) Transfer or Exchange of Registered Ownership: Change in Denominations. The registered ownership of any 2003 Bond may be transferred or exchanged, but no transfer of any 2003 Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form appearing on such 2003 Bond duly executed by the Registered Owner or such Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the surrendered 2003 Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee, a new 2003 Bond (or 2003 Bonds at the option of the new Registered Owner) of the same date, maturity and interest rate and for the same aggregate principal amount in any authorized denomination, naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered 2003 Bond, in exchange for such surrendered and canceled 2003 Bond. Any 2003 Bond may be surrendered to the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of 2003 Bonds of the same date, maturity and interest rate, in any authorized denomination. The Bond Registrar shall not be obligated to transfer or exchange any 2003 Bond during a period beginning at the opening of business on the 15th day of the month next preceding any interest payment date and ending at the close of business on such interest payment date, or, in the case of any proposed redemption of the 2003 Bonds, after the mailing of notice of the call of such 2003 Bonds for redemption. (f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the Registered Owner of any 2003 Bond with the same rights it would have if it were not the -16- P:\DG\DG02E 03/10/02 Bond Registrar, and to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as member of, or in any other capacity with respect to, any committee formed to protect the rights oI the Registered Owners of the 2003 Bonds. (g) Registration Covenant. The City covenants that, until all 2003 Bonds have been surrendered and canceled, it will maintain a system for recording the ownership of each 2003 Bond that complies with the provisions of Section 149 of the Code. The ownership of each 2003 Bond shall initially be recorded with DTC pursuant to this Section 3.2. (h) Place and Medium of Payment. Both principal of and interest on the 2003 Bonds shall be payable in lawful money of the United States of America. For so long as all 2003 Bonds are in fully immobilized form, payments of principal and interest shall be made as provided in accordance with the operational arrangements of DTC referred to in the Letter of Representations. In the event that the 2003 Bonds are no longer in fully immobilized form, interest on the 2003 Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for such Registered Owners appearing on the Bond Register on the 15th day of the v and _s _ r the 2003 Bonds _L_11 L,. ..Ll.. month preceding the interest payment date, principal of the shah be payable upon presentation and surrender of such 2003 Bonds by the Registered Owners at the principal office of the Bond Registrar; provided, however, that if so requested in writing by the Registered Owner of at least $1,000,000 principal amount of 2003 Bonds, interest will be paid by wire transfer•on the date due to an account with a bank located within the United States. Section 3.3 Execution and Authentication of Bonds. The 2003 Bonds shall be signed on behalf of the City with the manual or facsimile signature of the Mayor, shall be attested by the manual or facsimile signature of the City Clerk and shall have the corporate seal of the City impressed or a facsimile thereof imprinted thereon. _17_ P:\DG\DG02E 03/10102 Only such 2003 Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited and manually executed by the Bond Registrar shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the 2003 Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance. In case either of the officers who shall have executed the 2003 Bonds shall cease to be such officer or officers of the City before the 2003 Bonds so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such 2003 Bonds may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the City as though those who signed the same had continued to be such officers of the City. Any 2003 Bond may also be signed and attested on behalf of the City by such persons as at the actual date of execution of such 2003 Bond shall be the proper officers of the City although at the original date of such Bond any such person shall not have been such officer of the City. Section 3.4 Lost or Destroyed Bonds. In case any of the 2003 Bonds shall be lost, stolen or destroyed, the Bond Registrar may authenticate and deliver a new bond or bonds of like amount, date, tenor and effect to the registered owner or nominee thereof upon payment to the City for the expenses and charges in connection therewith and upon his or her filing with the Bond Registrar evidence satisfactory to said Bond Registrar that such 2003 Bond or 2003 Bonds were actually lost, stolen or destroyed and of his ownership thereof, and upon furnishing the City with indemnity satisfactory to them both. Section 3.5 Form of 2003 Bonds. The 2003 Bonds shall be substantially in the form of Exhibit B hereto. -18- PADG\DG02E 03/10/02 ARTICLE IV REDEMPTION OF 2003 BONDS Section 4.1 Redemption Prior to Maturity. The 2003 Bonds may be subject to redemption in advance of their scheduled maturities as provided in a Sale Resolution to be adopted by the Council. Section 4.2 Notice of Redemption. Written notice of any redemption of 2003 Bonds shall be given by the Bond Registrar on behalf of the City by first class mail, postage prepaid, not less than 30 days nor more than 60 days before the redemption date to the registered owners of 2003 Bonds that are to be redeemed at their last addresses shown on the Bond Register. So long as the 2003 Bonds are in book -entry form, notice of redemption shall be given as provided in the Letter of Representations. The Bond Registrar shall provide additions1 notice of redemption (at least 30 days) to each NRMSIR and SID, if any, in accordance with Section 11.1. The requirements of this section shall be deemed complied with when notice is mailed, whether or not it is actually received by the owner. Each notice of redemption shall contain the following information: (1) the redemption date, (2) the redemption price, (3) if less than all outstanding 2003 Bonds are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the 2003 Bonds to be redeemed, (4) that on the redemption date the redemption price will become due and payable upon each 2003 Bond or portion called for redemption, and that interest shall cease to accrue from the redemption date, (5) that the 2003 Bonds are to be surrendered for payment at the principal office of the Bond Registrar, (6) the CUSIP numbers of all 2003 Bonds being redeemed, (7) the dated date of the 2003 Bonds, (8) the rate of interest for each 2003 Bond being redeemed, (9) the date of the notice, and (10) any other information needed to identify the 2003 Bonds being redeemed. -19- P:\DG\DG02E 03/10/02 Upon the payment of the redemption price of 2003 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the 2003 Bonds being redeemed with the proceeds of such check or other transfer. Section 4.3 Effect of Redemption. Unless the City has revoked a notice of redemption, the City shall transfer to the Bond Registrar amounts that, in addition to other money, if any, held by the Bond Registrar, will be sufficient to redeem, on the redemption date, all the 2003 Bonds to be redeemed. From the redemption date interest on each 2003 Bond to be redeemed shall cease to accrue. Section 4.4 Amendment of Notice Provisions. The foregoing notice provisions of this section, including but not limited to the information to be included in redemption notices and the persons designated to receive notices, may be amended by additions, deletions and changes in order to maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. Section 4.5 Purchase of 2003 Bonds. The City reserves the right to use at any time any surplus Gross Revenues of the System available after providing for the payments required by paragraphs First through Sixth inclusive of Section 5.1 of this ordinance, or other available funds, to purchase any of the 2003 Bonds in the open market for retirement. -20- P:\DG\DGO2E 03/10/02 ARTICLE V FUNDS AND ACCOUNTS; DEFEASANCE Section 5.1 Revenue Fund: Priority of Payments. The City hereby obligates and binds itself to set aside and pay into the Water and Sewer Operating Funds (the "Revenue Fund") as collected the Gross Revenues of the System. The Gross Revenues of the System shall be held in the Revenue Fund separate and apart from all other funds and accounts of the City and used only for the following purposes and in the following order of priority: First, to pay the Costs of Maintenance and Operation of the System; Second, to make all required payments into the Bond Fund; Third, to pay the interest on the Parity Bonds; Fourth, to pay the principal of and any sinking fund payments for the Parity Bonds; Fifth, to make all payments required to be made into the Reserve Fund; Sixth, to make all payments required to be made into any other revenue bond redemption fund or debt service account or reserve account created to pay and secure the payment of the principal of and interest on any revenue bonds of the City having a lien upon the Gross Revenues of the System junior and inferior to the lien thereon for the payment of the principal of and interest on the Parity Bonds; Seventh, to retire by redemption or purchase in the open market any outstanding revenue bonds of the City, to make necessary additions, improvements and repairs to or extensions and replacements of the System, or for any other lawful City purposes. The City may create a Rate Stabilization Account in the Revenue Fund. To the extent that surplus Gross Revenues remain after the payments so required to be made out of the Re\ enue Fund, the City may cred:: up to the full amount of such surpl:. to the Rate Stabilization Account. Any credits from the Revenue Fund to the Rate Stabilization Account ..:gid any credits -21- P\DG\DG02E 03/10/02 to the Revenue Fund from the Rate Stabilization Account made pursuant to Section 6.1 hereof, shall be made prior to closing the books and accounts of the City for each Fiscal Year. Money in the Rate Stabilization Account may be used for any lawful purpose. Money in the Rate Stabilization Account may be used from time to time to make up any deficiencies in the Bond Fund, and such money in the Rate Stabilization Account may be pledged as additional payments to the Bond Fund to the extent required for any such deficiencies. The City may, at any time, deposit Gross Revenues of the System in and withdraw Gross Revenues of the System from the Rate Stabilization Account. Nothing contained in this Section 5.1 shall be construed to require the deposit into the Revenue Fund of any of the revenues, income, receipts or other moneys of the City derived through the ownership or operation of any separate utility system hereafter created or established from funds other than the proceeds of Bonds. Section 5.2 Bond Fund. (a) There has been created a special fund of the City designated the Water and Sewer Revenue Bond Fund (the "Bond Fund"), which shall be used solely for the purpose of paying the principal, premium, if any, and interest on the Parity Bonds, of retiring the Parity Bonds prior to maturity in the manner herein provided, and of paying any reimbursement obligation with respect to a letter of credit or other credit enhancement device providing additional security for any Variable Rate Bonds. Each month (or in the case of Variable Rate Bonds, at the times provided in subsection (i) of this Section 5.2(a)), after applying amounts as required in Section 5.1, the City shall withdraw from the Revenue Fund and (to the extent not otherwise provided) transfer to the Bond Fund, amounts as follows and in the following order of priority: first, into -22- P:\DG\DGO2E 03/10/02 the Interest Account; second, into the serial Bond Principal Account and Ten 1 Bond Principal Account; and third, into the Reserve Fund, (i) interest Account. The City has created a separate account in the Bond Fund, to be known as the "Interest Account" to provide for the payment of interest on the Parity Bonds as the same becomes due and payable. Upon the issuance of the 2003 Bonds, all accrued interest on the 2003 Bonds shall be paid into the Interest Account. In the case of all Parity Bonds other than Variable Rate Bonds, the City shall transfer to the Interest Account amounts sufficient to pay when due the installment of interest next falling due on all Parity Bonds. In the case of Variable Rate Bonds, not later than on the last day of the month immediately succeeding the month of closing of such bonds and ori or before the last day of each succeeding month, the City shall transfer to the Interest Account an amount equal to the interest on such Variable Rate Bonds estimated to become due and payable on the due date. If on any date on which an installment of interest on Variable Rate Bonds falls due there are insufficient amounts in the Interest Account to make such interest payment, the City shall withdraw from the Revenue Fund and transfer to the Interest Account an amount that when added to other money therein will equal the amount of interest falling due and payable on such interest payment date. In making the credits required by this subsection (a) (i), any amounts credited to the Interest Account representing accrued interest received on the sale of 2003 Bonds or other Parity Bonds, interest capitalized from the proceeds of any Parity Bonds and any other transfers and credits otherwise made or required to be made to the Interest Account shall be taken into consideration and allowance made with respect to the full amount of such transfers and credits. -23- P•\DG\DGO2E 03/10/02 (ii) Serial Bond Principal Account. The City has created a separate account in the Bond Fund known as the "Serial Bond Principal Account" to provide for the payment of the principal of Serial Bonds as the same shall mature and become due and payable. The City shall transfer to the Serial Bond Principal Account amounts sufficient to pay when due the installment of principal next falling due on the Serial Bonds. (iii) Term Bond Principal Account. (A) The City shall create and establish a separate account in the Bond Fund to be known as the "Term Bond Principal Account" in order to meet the specified Sinking Fund Requirements of Term Bonds and to otherwise retire 2003 Bonds, if any, and other Parity Bonds prior to maturity. The City shall transfer to the Term Bond Principal Account amounts sufficient to pay when due the Sinking Fund Requirement next falling due on all Term Bonds. (B) The City shall apply the money paid into the Bond Fund for credit to the Term Bond Principal Account to the redemption of Term Bonds on the next ensuing Sinking Fund Requirement due date (or may so apply such money prior to such Sinking Fund Requirement due date), pursuant to the terms of the ordinance authorizing the issuance thereof. The City may also apply the money paid into the Bond Fund for credit to the Term Bond Principal Account for the purpose of retiring Term Bonds by the purchase of such Term Bonds at a purchase price (including any brokerage charge) not in excess of the principal amount thereof. The City shall apply such money to the redemption or purchase of Term Bonds in an amount such that the aggregate principal amount of Term Bonds so purchased or redeemed is at least equal to such next ensuing Sinking Fund Requirement. Any such purchase of Term Bonds by the City may be made with or without tenders of Term Bonds in such manner as the City shall, in its discretion, deem to be in its best interest. -24- P:\DG\DGO2E 03/10/02 (iv) Reserve Fund. (A) The City has created a separate fund to be known as the "Reserve Fund" to provide a reserve for the payment of the principal, premium, if any, and interest on the Parity Bonds. The City hereby covenants and agrees that on the date of issuance of the 2003 Bonds the City will have on deposit in the Reserve Fund an amount equal to the Reserve Fund Requirement. Each ordinance providing for the issuance of Additional Bonds shall provide for payments into the Reserve Fund from any other money lawfully available therefor (in which event, in providing for deposits and credits required by the foregoing provisions of this paragraph (A), allowance shall be made for any such amounts so paid into such fund) in amounts that within not less than five years of equal monthly payments will provide for deposit of the Reserve Fund Requirement or may provide for the City to obtain Qualified Insurance or a Qualified Letter of Credit for specific amounts required pursuant to this Section to be paid into the Reserve Fund, such amounts so covered by Qualified Insurance or a Qualified Letter of Credit shall be credited against the amounts required to be maintained in the Reserve Fund by this Section to the extent that such payments and credits to be made are insured by an insurance company, or guaranteed by a letter of credit from a bank. Such Qualified Letter of Credit or Qualified Insurance shall not be cancelable on less than five years notice. In the event of any cancellation, the Reserve Fund shall be funded in accordance with this paragraph, as if the Parity Bonds which remain Outstanding had been issued on the date of such notice of cancellation. (B) Money in the Bond Fund and Reserve Fund may, at the option of the City, be invested and reinvested as permitted by law in Permitted Investments maturing, or which are retirable at the option of the owner, prior to the date needed or prior to the maturity date of the final installment of principal of the Parity Bonds payable out of the Bond Fund and -25- P:\DG\DG02E 03/10/02 Reserve Fund. Earnings on investments in the Bond Fund and Reserve Fund shall be transferred to the Revenue Fund, except that earnings on investments in the Reserve Fund shall first be applied to remedy any deficiency in such account. (C) For the purpose of determining the amount credited to the Reserve Fund, obligations in which money in the Reserve Fund shall have been invested shall be valued at the market value thereof. The term "market value" shall mean, in the case of securities that are not then currently redeemable at the option of the owner, the current bid quotation for such securities, as reported in any nationally circulated financial journal, and the current redemption value in the case of securities that are then redeemable at the option of the owner. For obligations that mature within six months, the market value shall be the par value thereof. The valuation shall include accrued interest thereon. The valuation of the amount in the Reserve Fund shall be made by the City as of the close of business on each December 31 (or on the next preceding business day if December 31 does not fall on a business day) and after any withdrawal and may be made on each June 30 (or on the next preceding business day if June 30 does not fall on a business day). (D) If the amount in the Reserve Fund shall be less than the Reserve Fund Requirement, the City shall transfer from the Revenue Fund, for credit to the Reserve Fund no later than the 25th day of the sixth succeeding calendar month the amount necessary to restore the Reserve Fund to the Reserve Fund Requirement. Prior to such time, such transfer shall come from money in the Revenue Fund first available after making the current specified payments into the Interest Account and Principal Accounts. If the amount in the Reserve Fund shall be greater than the Reserve Fund Requirement, then and only then may the City withdraw at any time prior to the next date of valuation from the Reserve Fund the difference between the -26- P ADG\DGO2E 03/10102 amount in the Reserve Fund and the Reserve Fund Requirement and deposit such difference in the Revenue Fund. (b) Money in the Interest Account, the Serial Bond Principal Account and the Term Bond Principal Account shall be transmitted to the Bond Registrar in amounts sufficient to meet the next maturing installments of principal, interest and premium, if any, at or prior to the time upon which any interest, principal or premium, if any, is to become due. In the event there shall be a deficiency in the Interest Account, the Serial Bond Principal Account or the Term Bond Principal Account for such purpose, the City shall make up any such deficiency from the Reserve Fund by the withdrawal of cash therefrom for that purpose, and, if necessary, by sale or redemption of any authorized investments in such amount as will provide cash in said Reserve Fund sufficient to make up any such deficiency. If a deficiency still exists immediately prior to an interest payment date and after the withdrawal of cash, the City shall then draw from any Qualified Letter of Credit or Qualified Insurance. Such draw shall be made at such times and under such conditions as the agreement for such Reserve Fund credit facility shall provide. (c) Whenever and so long as amounts on deposit in the Bond Fund, including the Reserve Fund, are sufficient to provide money to pay the Parity Bonds then Outstanding, including such interest as may thereafter become due thereon and any premiums upon redemption, no payments need be made into the Bond Fund pursuant to this ordinance. (d) Money transferred from the Bond Fund to the Bond Registrar for the Parity Bonds and the interest thereon shall be held in trust for the owners of such Parity Bonds. Until so set aside for the retirement of principal, payment of sinking fund installments, payment of interest and premium, if any, as aforesaid, moneys in the Bond Fund shall be held in trust for the _27_ PADG\DG02E 03/10/02 benefit of the owners of the Parity Bonds then Outstanding and payable equally and ratably and without preference or distinction as between different installments or maturities. (e) The amounts so pledged to be paid into the Bond Fund and the Reserve Fund are hereby declared to be a prior lien and charge upon the Gross Revenues of the System superior to all other charges of any kind or nature whatsoever (including any transfer of money to other funds of the City and taxes or payments in lieu of taxes) except the Costs of Maintenance and Operation, and is equal in priority to the lien and charge which may hereafter be made to pay and secure the payment of the principal of and interest on any Additional Bonds. (f) The Council hereby finds and declares that in fixing the amounts to be paid into the Bond Fund and the Reserve Fund out of the Gross Revenues of the System, it has exercised due regard for the Costs of Maintenance and Operation and for the amounts required to pay and secure the payment of the principal of and interest on the currently Outstanding Parity Bonds, and has not obligated the City to set aside and pay into such Fund and Account a greater amount of such Gross Revenues than in its judgment will be available over and above the Costs of Maintenance and Operation and the principal of and interest on the currently Outstanding Parity Bonds. Section 5.3 Defeasance. In the event that money and/or Government Obligations maturing or having guaranteed redemption prices at the option of the holder at such time or times and bearing interest to be earned thereon in amounts (together with such money, if any) sufficient to redeem and retire part or all of the 2003 Bonds in accordance with their terms are irrevocably set aside in a special account and pledged to effect such redemption and retirement, then no further payments need be made into the Bond Fund for the payment of the principal of and interest on the 2003 Bonds so provided for, and such 2003 Bonds shall then cease to be -28- P:\DG\DG02E 03/10/02 entitled to any lien, benefit or security of this ordinance, except the right to receive the funds so set aside and pledged, and such 2003 Bonds shall no longer be deemed to be outstanding hereunder. Within 30 days of any defeasance of such 2003 Bonds, the City shall provide notice of defeasance of such 2003 Bonds to registered owners and to each NRMSIR and SID, if any, in accordance with Section 11.1. ARTICLE VI PARTICULAR COVENANTS OF THE CITY So long as any Parity Bonds remain Outstanding, the City covenants and agrees with the owners of all Parity Bonds as follows: Section 6.1 Rate Covenant. The City shall establish, maintain and collect rates and charges for the use of the services and facilities of and all commodities sold, furnished or supplied by the System, which shall be fair and nondiscriminatory and shall adjust such rates and charges from time to time so that: (a) The Gross Revenues collected (together with Assessments collected) will at all times be sufficient (a) to pay the Costs of Maintenance and Operation of the System, (b) to pay the principal of, premium, if any, and interest on the Parity Bonds, as and when the same shall become due and payable, (c) to make adequate provision for the payment of any Term Bonds, (d) to make when due all payments which the City is obligated to make into the Reserve Fund and all other payments which the City is obligated to make pursuant to this ordinance, and (e) to pay all taxes, assessments or other governmental charges lawfully imposed on the System or the revenue therefrom or payments in lieu thereof and any and all other amounts which the City may now or hereafter become obligated to pay from the Gross Revenues by law or contract; and (b) The Net Revenues in each Fiscal Year will be at least equal to the Coverage Requirement calculated as of December 31 of the preceding calendar year. For the purpose of -29- P:\DG\DGO2E 03/10/02 meeting this requirement if the City creates a Rate Stabilization Account pursuant to Section 5.1, (i) there may be added to Net Revenues for any Fiscal Year such amount, not greater than the Annual Debt Service for such Fiscal Year, withdrawn from the Rate Stabilization Account and deposited in the Revenue Fund, and (ii) there must be subtracted from Net Revenues for any Fiscal Year such amounts as are withdrawn from the Revenue Fund and deposited into the Rate Stabilization Account for such Fiscal Year. Section 6.2 Maintenance and Operation. The City shall at all times maintain, preserve and keep the properties of the System in good repair, working order and condition and will from time to time make all necessary and proper repairs, renewals, replacements, extensions and betterments thereto, so that at all times the business carried on in connection therewith will be properly and advantageously conducted, and the City will at all times operate or cause to be operated the properties of the System and the business in connection therewith in an efficient manner and at a reasonable cost. Section 6.3 Sale or Disposition of the System. The City will not sell or otherwise dispose of the System in its entirety unless simultaneously with such sale or other disposition, provision is made for the payment into the Bond Fund of cash or "Government Obligations," as now or hereafter defined in chapter 39.53 RCW, as amended, or its successor statute, if any, sufficient together with interest to be earned thereon to pay the principal of and interest on the then Outstanding Parity Bonds, nor will it sell or otherwise dispose of any part of the useful operating properties of the System unless such facilities are replaced or provision is made for payment into the Bond Fund of the greater of: (a) An amount which will be in the same proportion to the net amount of Parity Bonds then Outstanding (defined as the total amount of the Parity Bonds less the amount of cash -30- P•\DGOG02E 03/10/02 and investments in the Bond Fund and accounts therein) that the Net Revenues from the poi tion of the System sold or disposed of for the preceding year bears to the total Net Revenues for such period; or (b) An amount which will be in the same proportion to the net principal amount of Parity Bonds then Outstanding that the book value of the part of the System sold or disposed of bears to the book value of the entire System immediately prior to such sale or disposition. The proceeds of any such sale or disposition of a portion of the properties of the System (to the extent required above) shall be paid into the Bond Fund. Notwithstanding any other provision of this subsection, the City may sell or otherwise dispose of any of the works, plant, properties and facilities of the System or any real or personal property comprising a part of the same which shall have become unserviceable, inadequate, obsolete or unfit to be used in the operation of the System, or no longer necessary, material to or useful in such operation, without making any deposit into the Bond Fund. Section 6.4 Liens or Encumbrances. The City will not at any time create or permit to accrue or to exist any lien or other encumbrance or indebtedness upon the System or the Gross Revenues or any part thereof, prior or superior to the lien thereon for the payment of the Parity Bonds, and will pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the Revenues of the System, or any part thereof, or upon any funds in the hands of the City, prior to or superior to the lien of the Parity= Bonds, or which might impair the security of the Parity Bonds. Section 6.5 Insurance. The City shall, to the extent insurance coverage is available at reasonable cost with responsible insurers, keep, or cause to be kept, the System and the operation -31- P \DG\DG02E 03/10/02 thereof insured, with policies payable to the City, against the risks of direct physical loss, damage to or destruction of the System, or any part thereof, and against accidents, casualties or negligence, including liability insurance and employer's liability, at least to the extent that similar insurance is usually carried by utilities operating like properties as determined by the City Manager. A program of self insurance against certain risks or as to part of the potential liability for certain risks may be included as part of the City's insurance coverage plan. In the event of any loss or damage to the properties of the System covered by insurance, the City will (a) with respect to each such loss, promptly repair and reconstruct to the extent necessary to the proper conduct of the operations of the System the lost or damage portion thereof and shall apply the proceeds of any insurance policy or policies covering such loss or damage for that purpose to the extent required therefor, unless in the case of loss or damage involving an amount less than or equal to 2% of the value of net utility plant of the System or more, such repair and reconstruction shall not be recommended by the City Manager, and (b) if the City shall not use the entire proceeds of such insurance to repair or reconstruct such lost or damaged property, such insurance proceeds thereof not so used shall be paid into the Revenue Fund, and if greater than 2% of the value of the net utility plant of the System for any one loss or damage, shall be used to purchase or redeem bonds or to acquire or construct extensions, betterments and improvements to the System. Section 6.6 Books and Accounts. The City shall keep proper books of account in accordance with any applicable rules and regulations prescribed by the State of Washington. The City shall prepare, and any owner or holder of Parity Bonds may, upon written request, obtain copies of, balance sheets and profit and loss statements showing in reasonable detail the financial condition of the System as of the close of each year, and the income and expenses of -32- P•\DG\DGO2E 03/10/02 such year, including the amounts paid into the Revenue Fund, the Bona Fund, and into any special funds or accounts created pursuant to the provisions of this ordinance, and he amounts expended for maintenance, renewals, replacements, and capital additions to the System. Section 6.7 Additions and Improvements. The City will not expend any of the revenues derived by it from the operation of the System or the proceeds of any indebtedness payable from the Revenues of the System for any extensions, betterments or improvements to the System which are not legally required or economically sound, and which will not properly and advantageously contribute to the conduct of the business of the System in an efficient manner; provided, that to the extent permitted by law, the City may provide commodities, services or facilities free of charge or at a reduced charge in order to carry out a plan adopted by the Council for conservation of water or to benefit elderly, handicapped or poor persons. Section 6.8 Tax Covenants. The City hereby covenants to undertake all actions required to maintain the tax-exempt status of interest on the 2003 Bonds under Section 103, Sections 141 through 149 inclusive, and Section 265 of the Code as set forth in the Arbitrage and 1 ax Certification that will be executed at the closing of the 2003 Bonds. ARTICLE VII ADDITIONAL BONDS Section 7.1 Additional Bonds. Parity Bonds may be issued payable from the Bond Fund on a parity with the 1996 Bonds, 1998 Bonds, and 2003 Bonds, and secured by an equal charge and lien on the Gross Revenues pledged to the Bond Fund: First, for the purpose of acquiring, constructing and installing additions and improvements to and extensions of, acquiring necessary equipment for or making necessary repairs, replacements or other capital improvements to the System and other lawful purposes related to the System, or -33- P:DG\DG02E 03/40/02 Second, for the purpose of refunding, or purchasing and retiring prior to their maturity, any outstanding Bonds or other revenue obligations of the System. (a) The City may issue such Additional Bonds upon compliance with the following conditions: (i) At the time of the issuance of such Additional Bonds, there shall be no deficiency in the Bond Fund. (ii) In each ordinance authorizing such Additional Bonds, provision shall be made for payments into the Reserve Fund in accordance with Section 5.2(a) (iv) of this ordinance. (iii) At the time of the issuance of such Additional Bonds, the City shall have on file a certificate from a Professional Utility Consultant, not then employed by the City except for the purpose of giving such certificate, showing that the Net Revenue received during any consecutive 12 -month period for which financial statements are available within the 24 months preceding the date of delivery of such Additional Bonds equals the Coverage Requirement in each calendar year or Fiscal Year thereafter on the then -Outstanding Parity Bonds and the Additional Bonds to be issued, and that the Adjusted Net Revenues to be received each calendar year or Fiscal Year thereafter, will equal at least 1.25 times the Average Annual Debt Service each such calendar year or Fiscal Year, on the Outstanding Parity Bonds and the Additional Bonds to be issued. The Adjusted Net Revenues shall be the Net Revenues for a period of any 12 consecutive months out of the 24 months immediately preceding the date of delivery of such proposed Additional Bonds, as adjusted to take into consideration changes in Net Revenues estimated to -34- P\DG\DG02E 03/10/02 occur under one or more of the following conditions for each year after such delivery for so long as any Bonds, including the Additional Bonds proposed to be issued, shall be outstanding: (A) Any increase UI uGGaJe ill Net Revenues that would result if any change in rates and charges adopted by the Council prior to the date of such certificate and subsequent to the beginning of such 12 -month period, had been in force during the fall 12 -month period; (B) The additional Net Revenues from any rate increases that have been approved by ordinance of the Council but that are not then in effect; (C) Any increase or decrease in Net Revenues estimated by such Professional Utility Consultant to result from any additions, betterrrients and improvements to and extensions of any facilities of the System that (i) became fully operational during such 12 - month period, (ii) were under construction at the time of such certificate, or (iii) will be constructed from the proceeds of the Additional Bonds to be issued; (D) The additional Net Revenues that would have been received if any for i i t the System during such tr1 period ..1 ......... customers ..«n fthe na, 4,vP customers added to the 12 -month period were 4 us6omers .o. e..tire period. (E) The additional Net Revenues that may be derived by the City from any users of the System with whom the City has entered into a contract for utility services to be furnished, which revenues have not otherwise been included in Net Revenues. Such Professional Utility Consultant shall base his certification upon, and his certificate shall have attached thereto, financial statements of the System audited by the State Examiner (unless such an audit is not available for a 12 -month period within the preceding 24 months) and -35- P:1DG\DGO2E 03/10/02 certified by the chief financial officer of the City, showing income and expenses for the period upon which the same is based. The certificate of such Professional Utility Consultant shall be conclusive and the only evidence required to show compliance with the provisions and requirements of this subsection. Notwithstanding the foregoing, if Additional Bonds are to be issued for the purpose of refunding at or prior to their maturity any part or all of the then Outstanding Bonds and the issuance of such refunding Additional Bonds results in a debt service savings and does not require an increase of more than $5,000 in any year for principal and interest on such refunding Additional Bonds, the certificate required by subsection (a) (3) of this section need not be obtained. Once the 1996 and 1998 Bonds are no longer outstanding, in lieu of a certificate from a Professional Utility Consultant, the Director of Finance and Budget or other financial officer of the City may certify that the Net Revenues of the System for any 12 consecutive months of the 24 months prior to the date of issuance of such Additional Bonds are at least 125% of the Average Annual Debt Service due in any fiscal or calendar year thereafter, including in such calculation debt service on such Additional Bonds. (b) Nothing herein contained shall prevent the City from issuing revenue bonds or other obligations which are a charge upon the Gross Revenues of the System junior or inferior to the payments required by this ordinance to be made out of such Gross Revenues into the Bond Fund and accounts therein to pay and secure the payment of any Outstanding Bonds. (c) Nothing herein contained shall prevent the City from issuing revenue bonds to refund maturing Bonds for the payment of which money is not otherwise available. -36- P:\DG\DG02E 03/10/02 (d) Notwithstanding any other provision of this ordinance, for so long as the 2003 Bonds are Outstanding, no bonds may be issued subsequent to the issuance of the 2003 Bonds with a lien and charge on the Gross Revenues supenor to the hen and charge of the 2003 Bonds. Section 7.2 Pledge Effected by Ordinance. (a) The 2003 Bonds are special limited obligations of the City payable from and secured solely by Gross Revenues, subject to the prior payment of Costs of Maintenance and Operation of the System and other money and assets specifically pledged hereunder for the payment thereof. There are hereby pledged as security for the payment of the principal, premium, if any, and interest on the 2003 Bonds in accordance with their terms of this ordinance, subject only to the provisions of this ordinance restricting or permitting the application thereof for the purposes and on the terms and conditions set forth in this ordinance, (i) the proceeds of the sale of the 2003 Bonds to the extent held in the funds established by this ordinance, (ii) the Gross Revenues, and (iii) the money and assets, if any, credited to the Revenue Fund, the Bond Fund and the Reserve Fund, and the income therefrom. The Gross Revenues and other money and assets hereby pledged shall immediately be subject to the lien of this pledge without any physical delivery thereof or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the City regardless of whether such parties have notice thereof. (b) The 1996 Bonds, the 1998 Bonds, the 2003 Bonds and any Additional Bonds shall be equally and ratably payable and secured hereunder without priority by reason of date of adoption of the ordinance providing for their issuance or by reason of their series, number or date of sale, issuance, execution or delivery, and by the liens, pledges, charges, trusts, assignments and covenants made herein, except as otherwise expressly provided or permitted in -37- P•\DG\DG02E 03/10/02 this ordinance and except as to insurance that may be obtained by the City to insure the repayment of one or more series or maturities within a series. (c) The 1996 Bonds, the 1998 Bonds, the 2003 Bonds and any Additional Bonds shall not in any manner or to any extent constitute general obligations of the City or of the State of Washington, or of any political subdivision of the State of Washington, or a charge upon any general fund or upon any money or other property of the City or of the State of Washington, or of any political subdivision of the State of Washington, not specifically pledged thereto by this ordinance, nor shall the full faith and credit of the City or of the State of Washington, or of any political subdivision of the State of Washington, be pledged to the payment of principal, premium, if any, or interest thereon. ARTICLE VIII DEFAULTS AND REMEDIES Section 8.1 Events of Default. This ordinance and each ordinance adopted pursuant to Article X are hereinafter in this Article VIII and in Article IX referred to collectively as "the Ordinance." The City hereby covenants and agrees with the purchasers and owners from time to time of any Parity Bonds, in order to protect and safeguard the covenants and obligations undertaken by the City securing any Parity Bonds, that the following shall constitute "Events of Default": (a) If the City shall default in the performance of any obligation with respect to payments into the Bond Fund and such default is not remedied within a period of 30 days; (b) If default shall be made in the due and punctual payments of the principal of and premium, if any, on any of the Parity Bonds when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise; -38- P:\DG\DG02E 03/10/02 (c) if default shall be made in the due and punctual payment oa any installment of interest on any Parity Bonds; (d) ii the City snail de-tauit in the observance and performance of any other o the covenants, conditions and agreements on the part of the City contained in the Ordinance and such default or defaults shall have continued for a period of 90 days after the City shall have received from the Bondowners Committee or from the owners of not less than 20% in principal amount of the Parity Bonds outstanding, a written notice specifying, and demanding the cure of, such default; (e) If the City shall (except as herein permitted) sell, transfer, assign or convey any properties constituting the System or interests therein, or any part or parts thereof, or shall make any agreement for such sale or transfer (except as expressly authorized by Section 6.3 hereof); (f) If an order, judgment or decree shall be entered by a court of competent jurisdiction (a) appointing a receiver, trustee or liquidator for the whole or any substantial part of it � � filed against ,.a aL .. City seeking ,. al... bankruptcy, arrangement the System, (b) approving a petition against the seeking the. ar angement or reorganization of the City under any applicable law of the United States or the State of Washington, or (c) assuming custody or control of the whole or any substantial part of the System under the provisions of any other law for the relief or aid of debtors and such order, judgment or decree shall not be vacated or set aside or stayed (or, in case custody or control is assumed by such order, such custody or control shall not be otherwise terminated), within 60 days from the date of entry of such order, judgment or decree; (g) If the City shall (a) admit in writing its inability to pay the debts of the System generally as they become due, (b) file a petition in bankruptcy or seeking a composition -39- P:1DG\DGO2E 03/10/02 of indebtedness under any state or federal bankruptcy or insolvency law, (c) make an assignment for the benefit of its creditors, (d) consent to the appointment of a receiver of the whole or any substantial part of the System, or (e) consent to the assumption by any court of competent jurisdiction under the provisions of any other law for the relief or aid of debtors of custody or control of the whole or any substantial part of the System. Section 8.2 Formation of Bondowners Committee. During the continuance of an Event of Default, the owners of Parity Bonds representing 20% in principal amount of the Parity Bonds then Outstanding may call a bondholders meeting for the purpose of electing a committee (the "Bondowners Committee") to act on behalf of all Parity Bondowners (the `Bondowners"). Such meeting shall be called and the proceedings thereof shall be conducted in the manner provided in Article IX hereof. At such meeting the Bondowners present in person or by proxy may, by a majority of the votes cast, elect one or more persons, who may or may not be Bondowners, to the Bondowners Committee, which shall act as trustee for all registered owners of Parity Bonds outstanding, and the Bondowners Committee as such trustee may have and exercise all the rights and powers provided for in this ordinance to be exercised by the Bondowners Committee. The Bondowners present in person or by proxy at said meeting, or at any adjourned meeting thereof, shall prescribe the manner in which the successors of the persons elected to the Bondowners Committee at such Bondowners meeting shall be elected or appointed, and may prescribe rules and regulations governing the exercise by the Bondowners Committee of the powers conferred upon it herein, and may provide for the termination of the existence of the Bondowners Committee. The members of the Bondowners Committee elected by the Bondowners in the manner herein provided, and their successors, as a committee are hereby declared to be trustees -40- P:\DG\DG02E 03/10/02 for the owners of all the Parity Bonds then Outstanding, and are empowered to exercise in the name of the Bondowners Committee as trustee, all the rights and powers hereinafter conferred on the Bondowners Committee. Section 8.3 Books of City Open to inspection. The City covenants that if an Event of Default shall have happened and shall not have been remedied, the books of record and account of the City and all other records relating to the System shall at all times during regular business hours be subject to the inspection and use of the Bondowners Committee and any person holding at least 20% of the principal amount of Parity Bonds Outstanding and of their respective agents and attorneys. The City covenants that if an Event of Default shall happen and shall not have been remedied, the City will continue to account, as a trustee of an express trust, for all Gross Revenues and other money, securities and funds pledged under this ordinance. Section 8.4 Suits at Law or in Equity. If an Event of Default shall happen and shall not have been remedied, then and in every such case, the Bondowners Committee by its agents and attorneys, shall be entitled and empowered to proceed forthwith to take such needful steps and institute such suits, actions and proceedings at law or in equity for the collection of all sums in connection with the Parity Bonds and to protect and enforce the rights of Bondowners under this ordinance for the specific performance of any covenant herein contained or in aid of the execution of any power herein granted, or for an accounting against the City as trustee of an express trust, or in the enforcement__of any other legal or equitable right as the Bondowners Committee being advised by counsel, shall deem most effectual to enforce any of the rights of the owners of the Parity Bonds. _41_ P:1DG\DGO2E 03/10/02 Any action, suit or other proceedings instituted by the Bondowners Committee hereunder shall be brought in its name as trustee for the Bondowners and all such rights of action upon or under any of the Parity Bonds or the provisions of this ordinance may be enforced by the Bondowners Committee without the possession of any of the Parity Bonds, and without the production of the same at any trial or proceedings relative thereto except where otherwise required by law, and the respective owners of said Parity Bonds, by taking and holding the same, shall be conclusively deemed irrevocably to appoint the Bondowners Committee the true and lawful trustee for the respective owners of said bonds, with authority to institute any such action, suit or proceeding; to receive as trustee and deposit in trust any sums becoming distributable for the receipt of such money, and to do all acts with respect thereto that the Bondowner might have done in person, provided, however, that nothing herein contained shall be deemed to authorize or empower the Bondowners Committee to consent to, accept or adopt, on behalf of any Bondowner, any plan of reorganization or adjustment affecting the Parity Bonds or the City or any right of any owner thereof, or to authorize or empower the Bondowners Committee to vote the claims of the owners thereof in any receivership, insolvency, liquidation, bankruptcy, reorganization or other proceeding to which the City shall be a party, and provided further, however, that any Bondowner or Bondowners may by mutual agreement transfer title to the Parity Bonds held by him or them to the Bondowners Committee, or may by agreement with other Bondowners create or organize a separate trustee or bondowners committee and may confer or organize a separate trustee or bondowners committee and may confer upon the Bondowners Committee or such separate trustee or bondholders committee and may confer or organize a separate trustee or bondowners committee and may confer upon the Bondowners Committee or such separate trustee or bondholders committee, such powers and duties and such -42- P:1DGMG02E 03/10/02 1_ it • a and of this ,7:......,,,,. shall not 1. agreement or agreements shall provide, the provisions ordinance be construed as a limitation on the powers and duties which consenting Bondowners may by _f_. Committee such separate truster bondholders agreement confer on the Bondowners or $%paraw trustee or bondholders committee. The Bondowners Committee shall have full powers of substitution and delegation in respect to any of the powers hereby granted. Section 8.5 Direction of Actions of Bondowners Committee by Majority Owners. The owners of not less than a majority in principal amount of the Parity Bonds at the time Outstanding, may direct the time, method and place of conducting any proceeding for any remedy available to the Bondowners Committee, or exercising any trust or power conferred upon the Bondowners Committee, provided that the Bondowners Committee shall be provided with reasonable scrutiny and indemnity and shall have the right to decline to follow any such direction only (i) if the Bondowners Committee shall be advised by counsel that the action or proceeding so directed may not lawfully be taken; or (ii) if the Bondowners Committee in good faith shall determine that the action or proceeding so directed would involve the Bondowners Committee al lability 4-...t the action e,1. directed would h0 •inavvetla, 111 pers011a1 11[1U1111y Or that U1G ac11V11 Or prul GGui lg so u1re� a `v`v'ou v� ufjuouy prejudicial to the owners of Parity Bonds not parties to such direction. Section 8.6 Suits by Individual Bondowners. No owner of any one or more of the Parity Bonds shall have any right to institute any action, suit or proceeding at law or in equity for the enforcement of any provision of the Ordinance or the execution of any trust under the Ordinance or for any remedy under the Ordinance, unless an Event of Default shall have happened and be continuing, and unless no Bondowners Committee has been created as herein provided, but any remedy herein authorized to be exercised by the Bondowners Committee, may be exercised individually by any Bondowner, in his own name and on his own behalf or for the -43- P:1DG1DG02E 03/10/02 benefit of all Bondowners, in the event no Bondowners Committee has been created, or with the consent of the Bondowners Committee, if such Bondowners Committee has been created; provided, however, that nothing in the Ordinance or in the Parity Bonds shall affect or impair the obligation of the City, which is absolute and unconditional, to pay at the respective dates of maturity and places therein expressed the principal of and premium, if any, and interest on the Parity Bonds to the respective owners thereof, or affect or impair the rights of action, which are also absolute and unconditional, of any owner to enforce the payment of his Parity Bonds, or to reduce to judgment his claim against the City for the payment of the principal and interest on his Parity Bonds, without reference to, or consent of, the Bondowners Committee of any other owner of the Parity Bonds. Section 8.7 Waivers of Default. No delay or omission of the Bondowners Committee or of any Bondowner to exercise any right or power arising upon the happening of an Event of Default shall impair any right or power or shall be construed to be a waiver of any such Event of Default or to be an acquiescence therein; and every power and remedy given by this Article to the Bondowners Committee or to the Bondowners may be exercised from time to time and as often as may be deemed expedient by the Bondowners Committee or by such owners. The Bondowners Committee or the owners of not less than 50% in principal amount of the Parity Bonds at the time Outstanding, or their attorneys -in -fact duly authorized, may on behalf of the owners of all of the Parity Bonds waive any past default under the Ordinance and its consequences; except a default in_ the payment of the principal of and premium, if any, and interest on any of the Parity Bonds. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. -44- P:\DG\DG02E 03/10/02 Section 8.8 Remedies Granted in Ordinance Not Exclusive. No remedy by the terms of the Ordinance confe-~ ::d upon or reserved to the Bondowners Committee or the Bondowners is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Ordinance or existing at law or in equity or by statute on or after the date of adoption of the Ordinance. ARTICLE IX BONDOWNERS MEETINGS Section 9.1 Call of Bondowners Meetings. The City, the Bondowners Committee or the owners of not less than 20% in principal amount of the Parity Bonds then outstanding may at any time call a meeting of the owners of the Parity Bonds. Every such meeting shall be held at such place in the City of Yakima, State of Washington, or in the City of Seattle, State of Washington, as may be specified in the notice calling such meeting. Written notice of such meeting, stating the place and time of the meeting and in general terms the business to be transacted, shall be mailed to the Bondowners by the City, the Bondowners Committee or the Bondowners calling such meeting not less than 30 nor more than 60 days before such meeting, and shall be published at least once a week for four successive calendar weeks on any day of the week, the date of first publication to be not less than 30 or more than 60 days preceding the meeting; provided, however, that the mailing of such notice shall in no case be a condition precedent to the validity of any action taken at any such meeting. The expenses of publication of such notice shall be paid or reimbursed by the City. Any meeting of Bondowners shall, however, be valid without notice if the owners of all Parity Bonds then Outstanding are present in person or by proxy or if notice is waived before or within 30 days after the meeting by those not so present. -45- P:\DG\DG02E 03/10/02 Section 9,2 Notice to Bondowners. Except as otherwise provided in the Ordinance, any provision in this ordinance for the mailing of a notice or other paper to Bondowners shall be fully complied with if it is mailed postage prepaid to each registered owner of any of the Parity Bonds then outstanding at his/her address, if any, appearing upon the Bond Register, and any provision in this ordinance contained for publication of a notice or other matter shall require the publication thereof in The Bond Buyer in the City of New York, State of New York (or in lieu of publication in The Bond Buyer, in a daily newspaper printed in the English language and customarily published on each business day and of general circulation 'in the Borough of Manhattan, the City of New York, State of New York), and also in a daily newspaper printed in the English language and customarily published on each business day and of general circulation in the City of Seattle, State of Washington. Section 9.3 Proxies: Proof of Ownership of Parity Bonds. Attendance and voting by Bondowners at such meetings may be in person or by proxy. Owners of Parity Bonds, by an instrument in writing under their hands, may appoint any person or persons, with full power of substitution, as their proxy to vote at any meeting for them. Any registered owner of Parity Bonds shall be entitled in person or by proxy to attend and vote at such meeting as owner of the Parity Bonds registered or certified in his/her name without producing such Parity Bonds, and such persons and their proxies shall, if required, produce such proof of personal identity as shall be satisfactory to the secretary of the meeting. All proxies presented at such meeting -shall be delivered to the inspectors of votes and filed with the secretary of the meeting. All other persons seeking to attend or vote in such meeting must produce the Parity Bonds claimed to be owned or represented at such meeting. -46- P-\DG\DG02E 03/10/02 The vote at any such meeting of the owner of any Parity Bond entitled to vote thereat shall b:_ binding upon such owner and upon every such subsequent owner of such Parity Bond (whether or not such subsequent owner has notice thereof). Section 9.4 Execution of Instruments by Bondowners. Any request, direction, consent or other instrument in writing required or permitted by this ordinance to be signed or executed by Bondowners may be in any number of concurrent instruments of similar tenor, and may be signed or executed by such Bondowners in person or by agent appointed by an instrument in writing. Proof of the execution of any such instrument shall be sufficient for any purpose of this ordinance if the fact and date of the execution by any person of any such instrument may be proved by either (a) an acknowiedgi ient executed by a notary public or other officer empowered to take acknowledgments of deeds to be recorded in the particular jurisdiction, or (b) an affidavit of a witness to such execution sworn to before such a notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership on behalf of such corporation, association or partnership, such acknowledgment or affidavit shall also constitute sufficient proof of his/her authority. The foregoing shall not be construed as limiting the City to such proof, it being intended that the City may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of any Bondowner shall bind every future owner of the same Parity Bond in respect of anything done by the City in pursuance of such request, direction or consent. The right of a proxy for a Bondowner to act may be approved (subject to the City's right to require additional proof) by a written proxy executed by such Bondowner as aforesaid. -47- P:\DG\DGO2E 03/10/02 Section 9.5 Appointment of Officers at Bondowners Meetings. Persons named by the City or elected by the owners of a majority in principal amount of the Parity Bonds represented at the meeting in person or by proxy in the event the City is not represented at such meeting, shall act as temporary chairperson and temporary secretary of any meeting of Bondowners. A permanent chairperson and a permanent secretary of such meeting shall be elected by the owners of a majority in principal amount of the Parity Bonds represented at such meeting in person or by proxy. The permanent Chairperson of the meeting shall appoint two inspectors of votes who shall count all votes cast at such meeting, except votes on the election of chairperson and secretary as aforesaid, and who shall make and file with the secretary of the meeting and with the City their verified report of all such votes cast at the meeting. Section 9.6 Quorum at Bondowners Meetings. The owners of not less than the principal amount of the Parity Bonds required for any action to be taken at such meeting must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of business, less than a quorum, however, having power to adjourn from time to time without any other notice than the announcement thereof at the meeting; provided, however, that, if such meeting is adjourned by less than a quorum for more than ten days, notice thereof shall be published by the City at least five days prior to the adjourned date of the meeting. ARTICLE X AMENDMENTS TO ORDINANCE Section 10.1 Amendments. (a) The Council from time to time and at any time may pass an ordinance or ordinances amending this ordinance, which ordinance or ordinances thereafter shall become a part of this ordinance, for any one or more or all of the following purposes: -48- P:\DG\DG02E 03/10/02 (1) To add to the covenants and agreements of the City in this ordinance, other covenants and agreements thereafter to be observed, which shall not adversely affect the interests of the owners of any Parity Bonds, or to surrender any right or power herein reserved. (2) To make such provisions for the purpose of curing any ambiguities or of curing, correcting or supplementing any defective provision contained in this ordinance or any ordinance authorizing Additional Bonds in regard to matters or questions arising under such ordinances as the Council may deem necessary or desirable and not inconsistent with such ordinances and which shall not adversely affect, in any material respect, the interest of the owners of Parity Bonds. Any such amending ordinance may be adopted without the consent of the owners of any Parity Bonds outstanding, notwithstanding subsection (b) of this section. (b) With the consent of the owners of not less than 65% in aggregate principal amount of the Parity Bond at the time Outstanding, the Council may pass an ordinance or ordinances supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this ordinance or of any amending ordinance; provided, however, that no such amending ordinance shall: (1) Extend the fixed maturity of any Parity Bonds, or reduce the rate of interest thereon, or extend the time of payment of interest from their due date, or reduce the amount of the principal thereof, or reduce any premium payable on the redemption thereof, without the consent of the owner of each bond so affected; or (2) Reduce the aforesaid percentage of Bondowners required to approve any such amending ordinance, without the consent of the owners of all of the Parity Bonds then Outstanding. -49- P\DG\DG02E 03/10/02 It shall not be necessary for the consent of Bondowners under this subsection (b) to approve the particular form of any proposed supplemental ordinance, but it shall be sufficient if such consent shall approve the substance thereof. (c) Upon the adoption of any ordinance pursuant to the provisions of this Section, this ordinance shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations of the City under this ordinance and all owners of Parity Bonds outstanding hereunder shall thereafter be determined, exercised and enforced thereunder, subject in all respects to such modification and amendments, and all terms and conditions of any such supplemental ordinance shall be deemed to be part of the terms and conditions of this ordinance for any and all purposes. (d) Parity Bonds executed and delivered after the execution of any amending ordinance passed pursuant to the provisions of this section may have a notation as to any matter provided for in such amending ordinance, and if such supplemental ordinance shall so provide, new bonds so modified as to conform, in the opinion of the Council, to any modification of this ordinance contained in any such supplemental ordinance, may be prepared and delivered without cost to the owners of any affected Parity Bonds then outstanding, upon surrender for cancellation of such bonds with all unmatured coupons and all matured coupons not fully paid, in equal aggregate principal amounts. Section 10.2 Obtaining Approval of Amendments at Bondowners Meeting. The City may at any time adopt an ordinance amending the provisions of this ordinance to the extent that such amendment is permitted by the provisions of this Article X, to take effect when and as provided in this Section. At any time thereafter such ordinance may be submitted by the City for approval to a meeting of the bondowner duly convened and held in accordance with the -50- P•\DG\DG02E 03110/02 provisions of this ordinance. A record in duplicate of the proceedings of each meeting of the Bondowners shall be prepared by the permanent secretary of the meeting and shall have attached _ of affidavits person having thereto the original reports UI uic inspectors votes and by a or persons _•..•===b ,, .i r,...at. the facts knowledge of the facts, showing a copy of the notice of the meeting and setting forth the facts with respect to the mailing and publication thereof under the provisions of this ordinance. Such a record shall be signed and verified by the affidavits of the permanent chairperson and the permanent secretary of the meeting, and one duplicate thereof shall be delivered to the City. Any record so signed and verified shall be proof of the matter therein stated. If the ordinance of the City making such amendment shall be approved by a resolution duly adopted at such meeting of bondowners by the affirmative vote of the owners of the required percentages of Parity Bonds, a notice stating that a resolution approving such amendment has been so adopted shall be mailed by the City to each bondholder who has requested such notice (but failure so to mail copies of such notice shall not affect the validity of such resolution) and shall be published at lest once in the manner provided in Section 9.2 hereof. Proof of such mailing and publication by the rr , rr _i _ of a having of the factsafiled the affidavit or affidavits person or persons knowledge of tfit, shall be �...... with a==.. City. Such ordinance of the City making such amendment shall be deemed conclusively to be binding upon the City, the paying agents, and the owners of all Parity Bonds at the expiration of 30 days after the publication of the notice provided for in this Section, except in the event of a final decree of a court of competent jurisdiction setting aside such ordinance or annulling the action taken thereby in a legal action or equitable proceeding for such purpose commenced within such period; provided that the City and any paying agents during such 30 day period and any such further period during which such action or proceeding may be pending shall be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect -51- P•\DG\DGO2E 03/10102 to such ordinance as they may deem expedient. Nothing in this ordinance contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Bondowners or of any right conferred hereunder to make such a call, any hindrance or delay in the exercise of any rights conferred upon or reserved to the paying agents or the Bondowners under any of the provisions of this ordinance. Section 10.3 Alternate Method of Obtaining Approval of Amendments. The City may at any time adopt an ordinance amending the provisions of this ordinance, or of any Parity Bonds, to the extent that such amendment is permitted by the provisions of this Article, to take effect when and as provided in this Section. Upon adoption of such ordinance, a request that Bondowners consent thereto shall be mailed by the City to the Bondowners and notice that the City is requesting Bondowners to consent to such amendment shall be published at least once in the manner provided in Section 9.2 hereof. Such ordinance shall not be effective unless and until there shall have been filed with the City the written consents of the percentages of owners of outstanding Bonds specified herein and a notice shall have been published as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Parity Bond for which such consent is given. A certificate or certificates of the Clerk of the City that he/she has examined such proof and that such proof is sufficient shall be conclusive that the consents have been given by the owners of the Parity Bonds described in such certificate or certificates. Any such consent shall be binding upon the owner of the Parity Bonds giving such consent and on every subsequent owner of such Parity Bonds (whether or not such subsequent owner has notice thereof). A notice stating that the ordinance has been consented to by the owners of the required percentages of Bonds and will be effective as provided in this Section, may be given to the Bondowners by mailing such notice to the -52- P:\DG\DG02E 03/10/02 bondholders, and shall be given by publishing the same at least once in the manner provided in Section 9.2 hereof. A record, consisting of the papers required by this Section to be filed with of .t tet_ ..a..�,_.1 and ♦1.:.. «.1;........o shall be deemed the City shall be proof the matters therein stated, this o dinanee deemed conclusively to be binding upon the City and the owners of ail Parity Bonds at the expiration of 30 days after the notice last provided for in this Section, except in the event of a final decree of a court of competent jurisdiction setting aide such consent or annulling the action taken thereby in a legal action or equitable proceeding for such purpose commenced within such period. Section 10.4 Amendment of Ordinance in Any Respect by Approval of All Bondowners. Notwithstanding anything contained in the foregoing provisions of this Article, the � ,7 and rights and obligations of the City and of the owners of the Parity Bonds, and the terms an provisions of the Parity Bonds and of this ordinance, may be amended in any respect with the consent of the City, by the affirmative vote of the owners of all said Bonds then Outstanding at a meeting of Bondowners called and held as hereinabove provided, or upon the adoption of an ordinance by the City and the consent of the owners of all the Parity Bonds then Outstanding, • .t _ � Section _ t n 't except that ... ..�:.... to bondowners either such consent to be given as provided in Section 10.3 no notice eiahea by mailing or publication shall be required, and the amendment shall be effective immediately upon such unanimous vote or written consent of all of the Bondowners. Section 10.5 Exclusion of Bonds Owned by City. Parity Bonds owned or held by or for the account of the City shall not be deemed Outstanding for the purpose of any vote or consent or other action or any calculation of Outstanding Bonds in this ordinance provided for, and shall not be entitled to vote or consent or take any other action in this ordinance provided for. Section 10.6 Endorsement of Amendment on Bonds. Parity Bonds delivered after the effective date of any action amending this ordinance may bear a notation by endorsement or -53- P \DG\DGO2E 03110/02 otherwise as to such action, and in that case upon demand of the owner of any Parity Bond Outstanding at such effective date and presentation of his/her Parity Bond for that purpose at the principal office of the paying agents, suitable notation shall be made on such Parity Bond by the paying agent as to any such action. If the City shall so determine, new Parity Bonds so modified as in the opinion of the City and its counsel to conform to such action shall be prepared, delivered and upon demand of the owner of any Parity Bond then outstanding shall be exchanged without cost to such Bondowner for Parity Bonds then outstanding hereunder, upon surrender of such Bonds with any unmatured coupons pertaining thereto. ARTICLE XI MISCELLANEOUS Section 11.1 Undertaking to Provide Ongoing Disclosure. (a) Contract/Undertaking. This section constitutes the City's written undertaking for the benefit of the owners of the 2003 Bonds as required by Section (b)(5) of the Rule. (b) Financial Statements/Operating Data. The City agrees to provide or cause to be provided to each NRMSIR and to the SID, if any, in each case as designated by the Commission in accordance with the Rule, the following annual financial information and operating data for the prior fiscal year (commencing in 2004 for the fiscal year ended December 31, 2003): (1) Annual financial statements showing ending retained earnings for the System prepared in accordance with the Budget Accounting and Reporting System prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any successor statute) and generally of the type included in the official statement for the 2003 Bonds under the heading "Water and Sewer Operating Statement"; (2) Principal amount of Bonds of the System; (3) Debt service coverage for Outstanding Bonds; -54- P:\DG1DG02E 03/10/02 (4) Rates for the System; and (5) Number of customers of the System. Such annual information and operating data described above shall be provided on or before nine months after the end of the City's Fiscal Year. The City's current Fiscal Year ends December 31. The City may adjust such Fiscal Year by providing written notice of the change of Fiscal Year to each then existing NRMSIR and the SID, if any. In lieu of providing such annual financial information and operating data, the City may cross-reference to other documents provided to the NRMSIR, the SID or to the Commission and, if such document is a final official statement within the meaning of the Rule, available from the MSRB. If not provided as part of the annual financial information discussed above, the City shall provide the City's audited annual financial statement for the System prepared in accordance with the Budget Accounting and Reporting System prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any successor statute) when and if available to each then existing NRMSIR and the SID, if any. (c) Material Events. The City agrees to provide or cause to be provided, in a timely manner, to the SID, if any, and to each NRMSIR or to the MSRB notice of the occurrence of any of the following events with respect to the 2003 Bonds, if material: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; difficulties; (4) Unscheduled draws on credit enhancements reflecting financial -55- P\DG\DGO2E 03/10/02 (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax-exempt status of the 2003 Bonds; (7) Modifications to the rights of 2003 Bond owners; (8) Bond calls (optional, contingent or unscheduled Bond calls other than scheduled sinking fund redemptions for which notice is given pursuant to the Commission's Exchange Act Release 34-23856); (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the 2003 Bonds; and (11) Rating changes. Solely for purposes of disclosure and not intending to modify this undertaking, the City advises that no property secures repayment of the 2003 Bonds. (d) Notification Upon Failure to Provide Financial Data. The City agrees to provide or cause to be provided, in a timely manner, to each NRMSIR or to the MSRB and to the SID, if any, notice of its failure to provide the annual financial information described in Subsection (b) above on or prior to the date set forth in Subsection (b) above. (e) Termination/Modification. The City's obligations to provide annual financial information and notices of material events shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2003 Bonds. This section, or any provision hereof, shall be null and void if the City (1) obtains an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this section, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the 2003 Bonds; and -56- P:\DG\DGO2E 03/10/02 (2) notifies each then existing NRiMSIR and the SID, if any, of such opinion and the cancellation of this section. Notwithstanding any other provision of this motion, the City may amend this Section 11.1, and any provision of this Section 11.1 may be waived, with an approving opinion of nationally recognized bond counsel in accordance with the Rule. In the event of any amendment or waiver of a provision of this Section 11.1, the City shall describe such amendment in the next annual report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a material event under subsection (c), and (ii) the annual report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative faun) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. (f) Bond Owner's Remedies Under This Section. The right of any Bond Owner or Beneficial Owner of 2003 Bonds to enforce the provisions of this section shall be limited to a right to obtain specific enforcement of the City's obligations hereunder, and any failure by the City to comply with the provisions of this undertaking shall not be an event of default with respect to the 2003 Bonds hereunder. For purposes of this section, "Beneficial Owner" means any person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any 2003 Bonds, including persons holding 2003 Bonds through nominees or depositories. -57- PADG\DG02E 03/10/02 Section 11.2 Severability. If any one or more of the covenants or agreements provided in this ordinance to be performed on the part of the City shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and shall be deemed separable from the remaining covenants and agreements in this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of any Parity Bonds. Section 11.3 General Authorization. The Mayor and Director of Finance and Budget, and each of the other appropriate officers, agents and representatives of the City are each hereby authorized and directed to take such steps, to do such other acts and things, and to execute such letters, certificates, agreements, papers, financing statements, assignments or instruments as in their judgment may be necessary, appropriate or desirable in order to carry out the terms and provisions of, and complete the transactions contemplated by this ordinance. Section 11.4 Prior Acts. All acts taken pursuant to the authority of this ordinance but prior to its effective date are hereby ratified and confirmed. Section 11.5 Effective Date. This ordinance shall be effective 30 days after its passage, approval and publication as provided by law. PASSED by the Council of the City of Yakima at a regular meeting thereof, held this th day of October, 2003. ATTEST City Clerk -58- CITY OF YAKIMA, WASHINGTON By Mayor P:\DG\DG02E 03/10/02 APPROVED AS TO FORM: City Attorney First Reading: Publication Date: Effective Date: -59- P'\DG1DG02E 03/10/02 EXHIBIT A City of Yakima Wastewater Treatment Plant Capital Improvements In the City of Yakirna's approved Wastewater Facilities Plan the Wastewater Division has identified several priorities that need to be implemented at the Wastewater Treatment Plant to comply with new and existing environmental rules and regulations. Compliance is required to meet the Washington Department of Ecology (WDOE) criteria to provide adequate capacity and backup operations to major processes of the plant as identified in the City's NPDES Permit and associated rules and regulations. The following areas have been identified and prioritized as the Yakima Wastewater Treatment Plants most important operations to be implemented: Solids dewatering — only one of two centrifuges is functional any longer for dewatering Biosolids and it requires extensive maintenance to continue operating. A new centrifuge or alternate source of dewatering the biosolids is required to maintain compliance when the older centrifuge is out of service. Solids thickening - the waste activated sludge (WAS) thickening process reduces the volume of solids sent to the dewatering processes. There is currently only one dissolved air flotation thickener (DAFT) to thicken secondary sludge. A second thickening unit is needed to meet Ecology criteria. Secondary clarification — the secondary clarifiers are the final sedimentation process prior to discharge to the Yakima River. Reliability standards for WDOE require that 75% of the design flow for this final process should be handled with one unit off line. Based on this the two existing secondary clarifiers are at or near hydraulic capacity and an additional secondary clarifier is required to meet Ecology criteria. New RAS/WAS Pump Station — the RAS/WAS pump station is used to transport Return Activated Sludge (RAS) from the secondary clarifiers back to the aeration basin flow control system through two constant speed open screw pumps. Waste activated sludge is pumped from the two existing secondary clarifiers through two pumping systems. With the addition of a new secondary clarifier or future new aeration basins a new RAS/WAS pumping station would be required. With a new RAS/WAS pumping station current problems with the control of the RAS pumping flow split would be resolved as well as having sufficient capacity to handle peak hour flow conditions. Emergency Power — the emergency power system supplies a second source of power to assure minimum treatment is provided under utility power failures. The existing generator set was installed in 1972 and at a minimum requires a complete inspection/overhaul. Another generator set is required to operate the minimum treatment processes at present. Replacement of Blower VFDs — the VFDs that operate the four 400 horsepower blowers are far less efficient and generate more harmonic distortion on the electrical power system than newer technology. They are at the end of their useful life and are hard to find parts for. All four need to be replaced. If additional funds are available after completing the prioritized projects above, there are several other improvements and upgrades identified in the approved facilities plan that need to be completed. These projects are required to comply with current and future regulatory requirements and mandates also. The costs for the mandated improvements to the wastewater treatment plant and collection system identified in the approved facilities plan have been estimated at over 20 million dollars. NO. EXHIBIT B UNITED STATES OF AMERICA STATE OF WASHINGTON CITY OF YAKIMA WATER AND SEWER REVENUE BOND, 2003 e INTEREST RATE: % MATURITY DATE: CUSIP NO.: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Yakima, Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above, the Principal Amount indicated above and to pay interest from , 2003, until payment of this bond at the Interest Rate set forth above, payable on 1, 2004, and semiannually thereafter on the first days of each succeeding and . Both principal of and interest on this bond are payable in lawful money of the United States of America. For so long as the bonds of this issue are held in fully immobilized form, payments of principal and interest thereon shall be made as provided in accordance with the operational arrangements of DTC referred to in the Blanket Issuer Letter of Representations from the City to The Depository Trust Company. In the event that the bonds of this issue are no longer held in fully immobilized form, interest on this bond shall be paid by check or draft Owner the on the 1 5th day of mailed to the Registered at address appearing �u�. Bond Register on the _„ � the month preceding the interest payment date, and principal of this bond shall be payable upon presentation and surrender of this bond by the Registered Owner at the principal office at the principal office of the fiscal agency of the State of Washington in New York, New York (the "Bond Registrar"); provided, however, that if so requested in writing by the Registered Owner of at least $1,000,000 principal amount of bonds, interest will be paid by wire transfer on the date due to an account with a bank located within the United States. This bond is one of an authorized issue of bonds of like date and tenor, except as to number, amount, rate of interest and date of maturity, in the aggregate principal amount of $ (the "Bonds"), and is issued pursuant to Ordinance No. 2003-, passed by the City Council on October 7 _, 2003, and Resolution No. of the City Council adopted on , 2003 (collectively, the "Bond Ordinance"), to finance certain improvements to the City's water and sewer system and pay costs of settling a lawsuit. Capitalized terms used in this bond and not otherwise defined shall have the meanings given them in the Bond Ordinance. The Bonds are subject to optional [and mandatory] redemption as set forth in the Bond Ordinance. B-1 P \DG\DG02E 03/10/02 The Bonds are payable solely from the special fund of the City known as the Water and Sewer Revenue Bond Fund" (the "Bond Fund"). The City has irrevocably obligated and bound itself to pay into the Bond Fund out of Revenue of the System or from such other money as may be provided for such purpose certain amounts necessary to pay and secure the payment of the principal and interest on such bonds. The City has pledged to set aside from the Revenue Fund out of the Revenue of the System and to pay into the Bond Fund the various amounts required by the Bond Ordinance to be paid into and maintained in such Fund within the times provided by the Bond Ordinance. To the extent more particularly provided by the Bond Ordinance, the amounts so pledged to be paid from the Revenue Fund out of Gross Revenues into the Bond Fund shall be a lien and charge thereon equal in rank to the lien and charge upon Gross Revenues of the amounts required to pay and secure the payment of the City's Outstanding Parity Bonds, and any Additional Bonds hereafter issued and superior to all other liens and charges of any kind or nature, except the Costs of Maintenance and Operation of the System. The City has further bound itself to maintain the System in good repair, working order and condition, to operate the same in an efficient manner and at a reasonable cost, and to establish, maintain and collect rates and charges in each calendar year that will make available, for the payment of the principal of and interest on Outstanding Bonds, Net Revenue in an amount that will be equal to the Coverage Requirement. The pledge of Gross Revenues and other obligations of the City under the Bond Ordinance may be discharged at or prior to the maturity or redemption of the bonds of this issue upon the making of provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. This Bond is a special limited obligation of the City and is not an obligation of the State of Washington or any political subdivision thereof other than the City, and neither the full faith and credit nor the taxing power of the City or the State of Washington is pledged to the payment of this Bond. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication has been manually signed by the Bond Registrar. This Bond is transferable only on the records maintained by the Bond Registrar for that purpose upon the surrender of this Bond by the Registered Owner or his/her duly authorized agent and only if endorsed in the manner provided hereon, and a new fully registered Bond of like principal amount, maturity and interest rate shall be issued to the transferee in exchange. Such exchange or transfer shall be without cost to the Registered Owner or transferee. The City and Bond Registrar may deem the person in whose name this Bond is registered to be the absolute owner for the purpose of receiving payment of the principal of and interest on this Bond and for all other purposes. B-2 P\DG\DG02E 03/10/02 The Bond Registrar is not required to issue, register, transfer or exchange any Bonds during a period beginning at the opening of business on the 15th day of the month next preceding any interest payment date and ending at the close of business on the interest payment date, or, in the case of any proposed redemption of the Bonds, after the mailing of notice of the call of such Bonds for redemption. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington and the Charter and ordinances of the City to exist, to have happened, been done and performed precedent to and in the issuance of this Bond have happened, been done and performed and that the issuance of this bond and the bonds of this series does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. The City has caused this Bond to be executed by the manual or facsimile signature of the Mayor and to be attested by the manual or facsimile signature of the Clerk, and has caused the seal of the City to be impressed or imprinted on this bond, as of this day of , 2003. ATTEST: /s/ manual or facsimile signature Clerk CITY OF YAKIMA, WASHINGTON By /s/ manual or facsimile signature Mayor The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially the following form: B-3 P \DG\DG02E 03/10/02 CERTIFICATE OF AUTHENTICATION This is one of the Water and Sewer Revenue Bonds, 2003, of the City of Yakima, Washington, dated 1, 2003, described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENCY, as Bond Registrar By Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF TRANSFEREE (Please print or typewrite name and address, including zip code, of transferee) the within bond and does hereby irrevocably constitute and appoint as attorney-in-fact to transfer said bond on the books kept for registration thereof with full power of substitution in the premises. DATED: SIGNATURE GUARANTEED: NOTICE: Signature(s) must be guaranteed pursuant to law. NOTE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears upon the face of the within bond in every particular, without alteration or enlargement or any change whatever B-4 P\DG\DG02E 03/10/02 DRAFT BOND DEBT SERVICE City of Yakima Water & Sewer Revenue Bonds, 2003 Series A &. B Period Annual Ending Pnncipal Coupon Interest Debt Service Debt Service 11/17/2003 05/01/2004 351.417.39 351.417.39 11/01/2004 560,000 1 800% 381,055 00 941.055 00 1,292,472.39 05/01/2005 376,015.00 376,015 00 11/01/2005 600.000 2.100% 376,015 00 976,015 00 1,352,030 00 05/01P006 uo 71 c nn 3A9,71-7.00 11/01/2006 610,000 2.500% 369,715 00 979,715.00 1,349,430 00 05/01/2007 362,090.00 362,090 00 11/01/2007 625,000 2.950% 362,090 00 987,090 00 1,349,180 00 05/01/2008 352,871.25 352,871.25 11/01/2008 645,000 3.300% 352,371.25 997,871.25 1,350,742.50 05/01/2009 342,228.75 342,228 75 11/01/2009 665,0000 3 650% 342,228.75 1,007,228.75 1,349,457.50 05/01/2010 330,092.50 330,092.50 11/01/2010 690,000 4 000% 330,092.50 1,020,092.50 1,350,185.00 05/01/2011 316,292.50 316,292.50 11/01/2011 720,000 4.250% 316,292.50 1,036,292.50 1,352,585 00 05/01/2012 300.992.50 300,992.50 11/01/2012 750,000 4.450% 300,992.50 1,050,992.50 1,351,985 00 05/01/2013 284,305 00 284,305 00 11/01/2013 780,000 4 600% 284,305 00 1,064,305 00 1,348,610 00 05'01/2014 266,365 00 266,365 00 11/01/2014 4 X07 ')66,3h5 0036 5 ,2 2,7 0 00 820 000 7t ��1 0 _6 l,�i_ 3 05/01/2015 247 005 00 247.095 00 11'01/2015 855 i4;.) 4 SC0';., 247,095 00 1,102,095 00 1,349,19(1 00 05;01'2016 226 575 00 226.575 00 11/01/2016 895,000 4 900% 226,575 00 1,121,575 00 1,348,150 00 05/01/2017 204 647 50 204,647.50 11/01/2017 940,000 5 000% 204,647 50 1,144,647.50 1,349,295 00 05701/2018 181,147 50 181,147 50 11/01/2018 990,000 5 100% 181,147 50 1,171,147.50 1,352,295 00 05/01/2019 155,902.50 155,902.50 11/01/2019 1,040,000 5.200% 155.902.50 1,195,902.50 1,351,805 00 05/01/2020 128,862.50 128,862.50 11/01/2020 1,095,000 5.300% 128,862.50 1,223,862.50 1,352,725 00 05/01/2021 99,845 00 99,845 00 11/01/2021 1,150,000 5 400% 99,845 00 1,249,845 00 1,349,690.00 05/01/2022 68,795 00 68.795 00 11/01/2022 1,210,000 5 500% 68,795 00 1,278,795.00 1,347,590.00 05/01/2023 35,520 00 35,520 00 11'01/2023 1,280,000 5 550% 35.520 00 1,315,520 00 1,351,040 00 16,920,000 10 031,187.39 26,951,187 39 26,951,137.39 Sep 10 2003 4.57 pm Prepared - Seattle -Northwest Securities (Finance 5.001 Yaktma:03WSREVI Page 4 Section D Budget Appropriation ORDINANCE NO. 2003 - AN ORDINANCE amending the 2003 budget for the City of Yakima; and making appropriations to provide for settlement costs of the odor litigation and certain capital improvements to the City's wastewater system from Unappropriated Fund Balances within various Funds for expenditure during 2003. WHEREAS, the various funds indicated on the attached Schedule I contain Unappropriated Fund Balances available for appropriation and expenditures during 2003 in various amounts and for the purposes mentioned in the attached Schedule, and WHEREAS, at the time of the adoption of the 2003 budget it could not reasonably have been foreseen that the appropriation provided for by this ordinance would be required; and the City Council declares that an emergency exists of the type contemplated by RCW 35.33.091 and that it is in the best interests of the City to make the appropriation herein provided, now, therefore, BE IT ORDAINED BY THE CITY OF YAKIMA: Section 1. Appropriations are hereby made, for expenditure during 2003, from Unappropriated Fund Balances in the various Funds to the various accounts and in the various amounts, and for the various specific purposes, all as specified in the Schedule attached hereto and incorporated herein. Section 2. This ordinance is one making an appropriation and shall take effect immediately upon its passage, approval and publication as provided by law and by the City Charter. PASSED BY THE CITY COUNCIL, signed and approved this day of , 2003. MARY PLACE, MAYOR ATTEST: CITY CLERK First Reading: 10-7-2003 Publication Date: Effective Date: Cje 10/02/03 wwater bond approp ord 03 APP ROP.ORDLNANCE P A (_E SCHEDULE I Wastewater Facility Project RESOURCES: Bond Proceeds -Series A 478-478-238-1854-39110-BND Bond Proceeds -Series B 478-478-238-2055-39110-BND 1 $7,000,000.00 $8,000,000.00 TOTAL RESOURCES $15,000,000.00 APPROPRIATIONS: Damage Claims 478-478-238-1854-59435-499 $7,000,000.00 Interfund Loan Payment - Principal 478-478-238-1942-58235-790 $1,420,000.00 Interfund Loan Payment - Interest 478-478-238-1942-59235- 820 $94,178.00 2004 Facilities Improvement 478-478-238-2055-59435-650 $70,000.00 Blower Variable Frequency Drive 478-478-238-2056-59435-650 $120,000.00 TOTAL APPROPRIATIONS $8,704,178.00 2003 Sewer Revenue Bond Reserve RESOURCES: Bond Proceeds -Series A 494-494-238-1854-39110-BND Bond Proceeds -Series B 494 -494 -238 -2055 -39110 -SND $792,000.00 $900,000.00 TOTAL RESOURCES $1,692,000.00 erp 10/1/2003 2:04 PM appropriation misc Appendix Plaintiff Documents filed with the Court LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON 6 DAHEIM LLP TACOMA OFFICE 1201 PACIFIC AVENL SUITE 2200 POST OFFICE E 1IS7 TACOMA WASHINGTC 98401-1157 (253) 620-6500 FACSIMILE 1253) 620-6565 REPLY TO TACOMA OFFICE JOHN C. GUADNOLA ATTORNEY AT LAW DIRECT 1253' 620-6410 (206) 6'6-6-410 E-MAIL Iguadnola@gth-law corn October 1, 2003 The Honorable Susan Hahn Yakima County Superior Court County Courthouse 128 North 2"a Street Yakima, WA 98901 RE: Murphy, et al vs. City of Yakima Yakima Superior Court Cause No. 99 2 00611 8 SEATTLE OFFICE ONE UNION SQUARE 600 UNIVERSITY. SUITE 2100 SEATTLE WASHINGTON 98 1 01-4 1 8S (206) 676-7500 FACSIMILE (206) 676-7575 OCT 022003 rY LEGAL DEPT. Dear Judge Hahn: Enclosed with this letter are the bench copies of Plaintiffs' Motion for Preliminary Approval of the settlement with Yakima and the supporting documents filed with the motion. Exhibit B to the Settlement Agreement, a legal description of the class area, has not been completed. We will ask counsel for the City to submit it to you as soon as it is ready. We have noted the motion for Friday, October 10, 2003. It is our understanding that the Yakima City Council will consider the settlement at its meeting on October 7, 2003. Unless the Council rejects the settlement, which we believe to be unlikely, everything will be in place for preliminary approval on the 10`h In preparing our motion and accompanying documents, which include forms of notice to be mailed to class members and published in local papers, we have taken the liberty of assuming the Court will consider final approval of the settlement on November 21, 2003. We have confirmed with Maria that this date is available. We believe November 21 provides ample time for the approval process. We have retained Rust Consulting to administer claims. This company handled distribution of the first notice in this case and has assisted us in several other cases, consistently doing an excellent job. If preliminary approval is granted on October 10th, notices should be mailed to class members on Monday, October 13 or at the latest by Wednesday, October 15. We are asking the Court to set Friday, November 14, as the deadline for mailing objections to the settlement or mailing "opt - out" notices from people who moved into or acquired residential property in the class area after [1242111 v4.doc] LAW OFFICES GORDON. THOMAS. HONEYWELL, MALANCA. PETERSON & DAHEIM LLP TACOMA OFFICE 1201 PACIFIC AVENUE SUITE 2200 POST OFFICE BOX 1157 TACOMA WASHINGTON 9840!-1157 1253) 620-6500 FACSIMILE (253) 620-6565 REPLY TO TACOMA OFFICE JOHN C. GUADNOLA ATTORNEY AT LAW DIRECT (253) 620-6410 (206) 676-6410 E-MAIL Iguadnolaagth-law com October 1, 2003 Kim M. Eaton, County Clerk Yakima County Superior Court 128 North Second Street Yakima, WA 98901 Re: Murphy, et al, v. City of Yakima, et al. Yakima County Superior Court Cause No. 99-2-00611-8 SEATTLE OFFICE ONE UNION SOUARE 600 UNIVERSITY. SUITE 2100 SEATTLE WASHINGTON 9510!-4155 (206) 676-7500 FACSIM)Lt iCO6( 676-7575 pA rrEIVED (�rT .`ZO13 LI11 IN AL PAng Dear Ms. Eaton: Enclosed for filing is the original Plaintiffs' Motion for Preliminary Approval of Settlement and Plan of Distribution for Approval of Class Notice; Memorandum in Support of Plaintiffs' Motion for Preliminary Approval of Settlement; Declaration of John C. Guadnola in Support of Motion for Preliminary Approval; Published Notice of Proposed Final Settlement and Plan of Distribution; Notice of Proposed Final Settlement and Plan of Distribution; Note for .� of first ..l Motion Calendar and Certificate of Service. Please conform the extra copies the First page o� each pleading and return them to me in the enclosed self-addressed stamped envelope. Under separate cover, I am sending a bench copy of the above-mentioned documents to Judge Hahn. Thanking you in advance for your cooperation. Very truly yours, JCG:gam Enclosure cc: All Counsel [1242372 vOl.doc] 0));,a—aweL Gina A. Mitchell, Secretary for John C. Guadnola Q 4 ; is ; 503 tori y LEGAL DEPT. SUPERIOR COURT OF WASHINGTON - COUNTY OF YAKIMA WILFRED and KAREN MURPHY, et al., Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, et al., Defendants. CASE NO. 99-2-00611-8 NOTE FOR MOTION DOCKET THE HONORABLE SUSAN L. HAHN TO THE CLERK OF THE SUPERIOR COURT AND TO: Name: Thomas Wolfendale, WSBA No. 03776 Preston Gates & Ellis 925 Fourth Avenue, Suite 2900 Seattle, WA 98104-1158 Phone: 206-623-7580 Attorneys for Defendant and Third Party Plaintiffs City of Yakima Please take notice that the undersigned will bring on for hearing a motion for: PLAINTIFFS' MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT AND APPROVAL OF CLASS NOTICE (Type of Motion) The hearing is requested to be held during the regular motion calendar on: DATE OF HEARING/MOTION Friday, October 10, 2003 from 9 a.m. to 11 a.m. Nature of Case: Hazardous Waste Dated: October 1, 2003 Name: John C. Guadnola/Kenneth G. Kieffer Address: 1201 Pacific Avenue, Suite 2100 Tacoma, WA 98402 = Signed: WSBA Att 36/ 0850 ey for: Plaintiffs one: (253) 620-6485 THE ABOVE INFORMATION MUST BE COMPLETED AND SIGNED FOR CLERK'S USE ONLY Assigned to: Date: By: [1211966 v7.doc] GORDON, THOMAS, HONEYWELL MALANCA, PETERSON (3 DAHEIM LLP October 1, 2003 Page 2 the last notice was mailed and published. This means class members will have approximately 30 days to respond to the notice if they choose to do so. Objections or "opt -out" notices mailed on November 14 will be available for review by the Court and counsel during the week before the hearing on November 21. In addition, we have scheduled two "town hall" meetings for the 5th and 6th of November. Plaintiffs' Counsel will attend both meetings, to answer questions and to provide assistance in claim frm. if do so We have Spanish language translators available at filling out forms, 11 asked to vv, .. .+ will have language the meeting on November 6`h. This means class members will have some 20 days to prepare for the meeting, and at least a week after the meeting to prepare any objection or "opt -out" notice they choose to file. And, of course, class members who choose to do so will have 30 days to fill out and submit claim forms that will allow them to participate in the proceeds of the Settlement. The enclosed materials include a color -coded map of the class area. The map shows the precise boundaries of the class area and the boundaries of three Zones in the class area which will be treated differently under the Plan of Distribution. We are in the process of preparing Spanish language translations of the two forms of notice. We will deliver the translations to the Court prior to the October 10 hearing. If you have any questions, or would like to discuss any aspect of this in advance of the October 10 hearing' please do not hesitate to contact us and we will schedule a conference call with defense counsel. Otherwise, we will be prepared to address the motion and any questions the Court may have at the hearing. Very truly yours, � • 7 JCS John C. Guadnola JCG:garn cc: Thomas Wolfendale (w/encl.) Timothy G. Leyh (w/encl.) Ray Paolella (w/encl.) Stephen J. Tan (w/encl.) Phil Lamb (w/encl.) Bradley Jones (w/o encl.) Timothy Ashcraft (w/o encl.) Kenneth Kieffer (w/o encl.) [1242111 v4.doc] TO: ADDITIONAL ATTORNEYS Name: Timothy G. Leyh, WSBA No. 14853 Daniel Hamgan & Tollefson LLP 999 Third Avenue 44th Floor Seattle, WA 98104 Phone: 206-623-1700 Attorneys for Defendants and Third Party Plaintiffs City of Yakima Name: Stephen J. Tan, WSBA No. 22756 Brown Reavis & Manning PLLC 1201 Third Avenue, Suite 320 Seattle, WA 98101 Phone: 206-292-6300 Attorneys for Defendant Del Monte Name: Ray Paolella Yakima City Attorney' 200 South 3`d Street Yakima, WA 98901 Name: Philip A. Lamb City Attorney 102 West Ahtanum Union Gap, WA 98903 [1211966 v7.doc] 1 2 3 4 5 6 7 a 9 10 11 12 13 14 15 16 A-9 I 1 18 19 20 21 22 23 24 25 26 "''F ED DCT ) «; 2003 MY- LEGAL DEPT. COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED AND KAREN MURPHY, husband and wife, et al., Plaintiffs, vs. CITY OF YAKIMA, a Washington municipal corporation, et al, Defendants. NO. 99-2-00611-8 PLAINTIFFS' MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT AND PLAN OF DISTRIBUTION, AND FOR APPROVAL OF CLASS NOTICE ASSIGNED TO THE HONORABLE SUSAN L. HAHN HEARING DATE: October 10, 2003 Plaintiffs respectfully move the Court, pursuant to CR 23, for entry of an Order preliminarily approving the settlement between Plaintiffs and the City of Yakima, preliminarily approving the plan of distribution proposed by Plaintiffs, and approving the Class Notices to be sent to class members and published. This motion is based upon the supporting memorandum filed simultaneously herewith, upon the declaration of John C. Guadnola and the exhibits attached to that declaration, also PL. MOT. FOR PRELIM. APPROVAL - 1 of 2 (99-2-00611-8) [1241271 v5.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 820-6565 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 submitted simultaneously with the motion, and upon all other pleadings and filings in this case. Dated this 15day of October, 2003. GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP PL. MOT. FOR PRELIM. APPROVAL - 2 of 2 (99-2-00611-8) [ 1241271 v5.doc] Albert John 1 ' . Malanca, BA No. 01226 . Guadnola, WSBA No. 08636 eth G. Kieffer, WSBA No. 10850 Bradley B. Jones, WSBA No. 17197 Timothy L. Ashcraft, WSBA No. 26196 Attorneys for Plaintiffs LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 86401-1157 (253) 620-6500 - FACSIMILE (253) 6208565 1 2 4 5 6 7 9 10 PFCFMED OCT 0 2003 cirr t,t,L bei. SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED AND KAREN MURPHY, husband and wife, et al., 11 II vs. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Plaintiffs, CITY OF YAKIMA, a Washington municipal corporation, et al, Defendants. NO. 99-2-00611-8 MEMORANDUM IN SUPPORT OF pLATNTIFFS' MOTION FOR PRELIMINARY APPROVAL OF SETTLEMENT ASSIGNED TO THE HONORABLE SUSAN L. HAHN HEARING DATE: October 10, 2003 Plaintiffs respectfully submit this memorandum in support of their motion for preliminary approval of their settlement with the City of Yakima, for preliminary approval of the plan of distribution being proposed by Plaintiffs, and for approval of Class Notices to be sent to the class members and published. I. THE SETTLEMENT After some five and one-half years of intense, hard-fought litigation, Plaintiffs and the City of Yakima have reached an agreement that will finally and completely dispose of all claims remaining in this case. A copy of the Settlement Agreement is being submitted to the Court as Exhibit 1 to the Guadnola Declaration. The Settlement Agreement has been approved by all of the named Plaintiffs, individually and in their capacity as Class Representatives, and by the representatives of the City who participated in the mediation. MEMORANDUM IN SUPPORT OF APPROVAL - 1 of 15 (99-2-00611-8) [1241352 v6.docj LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 88101.1157 (253) 8205500 - FACSIMILE (253) 620-6565 2 3 4 5 6 7 8 9 10 11 12 1^ 15 16 17 18 19 20 21 22 23 24 25 26 Plaintiffs anticipate that the Yakima City Council will approve the settlement at its regularly - scheduled hearing on October 7, 2003. The settlement calls for entry of a judgment against the City of Yakima in the amount of $13 million. The City will pay $7 million, in cash, into a trust account maintained by Plaintiffs' Counsel. Upon such payment, the City will receive a partial satisfaction of judgment and the Court will be asked to enter a stipulated order of dismissal which releases the City from all further liability to the Class but does not affect the validity of the judgment. Plaintiffs will then pursue the City's insurers to enforce the $6 million unsatisfied portion of the judgment. II. THE SETTLEMENT IS FAIR AND REASONABLE Plaintiffs submit that the Court should approve the settlement with the City of Yakima because it is reasonable and is fair to all Class Members. As the Court well knows, this case is rife with issues of fact and issues of law that have been hotly contested by both sides. Although Plaintiffs are confident they would ultimately prevail if the matter were tried, they recognize that the City has many legitimate arguments it could advance at a trial. Neither Plaintiffs nor the City could predict a favorable outcome from a trial with any degree of certainty, and both sides would expend vast amounts of time and money taking this case through a trial and the inevitable appeals. Against this backdrop, a settlement guaranteeing the Class gross receipts of $7 million, with a potential for additional millions recovered from the insurance companies, is clearly reasonable. Plaintiffs' Counsel anticipate that, if this matter were to go to trial, they would ask the jury for a total damage award of $20 million, of which approximately $6 million would be property damages and $14 million would be personal nuisance damages. The guaranteed recovery of $7 million represents 35% of Plaintiffs' best case claim. In a case of this magnitude, with such uncertainty as to factual and legal issues, that in and of itself is a MEMORANDUM IN SUPPORT OF APPROVAL - 2 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 620-6565 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 reasonable result. In this case, however, the Plaintiffs have the opportunity to recover several million additional dollars from the insurers. Thus, the gross settlement amount is fair and reasonable, and should be approved by the Court. III. THE PROPOSED PLAN OF DISTRIBUTION Plaintiffs are proposing a Plan of Distribution that will distribute the settlement proceeds in a manner that is fair and equitable to all members of the Class. The plan of distribution is outlined in the Class Notice attached as Exhibit 2 to the Guadnoia Declaration. As the Court knows, the Class that the Court certified in this case comprises all persons who lived in the class area, or owned residential property in the class area, between June 30, 1990 and the date Final Approval of the Settlement is granted, which is expected to be late November 2003. As the Court also knows, however, the evidence amassed during the discovery indicates that the impacts varied widely from year to year and within different portions of the Class area. The plan of distribution takes those variations into account. A. Compensation To Class Representatives And Original Plaintiff. Plaintiffs first propose that the individuals who participated most actively in the prosecution of this case be compensated for their effort. Some 140 individuals were named plaintiffs in the original lawsuit and answered interrogatories propounded by the Defendants; they should be paid $1,000 each as compensation for their efforts. Of these individuals, 20 were deposed prior to class certification; they should be given an additional $1,500 as compensation for their time and services, for a total of $2,500 each. Finally, the eight Class Representatives should each receive an additional $7,500, for a total of $10,000, as compensation for their time and services. These Class Representatives spent a tremendous amount of time on this case. In addition to answering interrogatories and being deposed prior to class certification, they all had their depositions taken after the Class was certified. In MEMORANDUM IN SUPPORT OF APPROVAL - 3 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 88401.1157 (253) 820-8500 • FACSIMILE (253) 820.8585 2 3 4 5 6 7 8 9 10 11 12 A- 1�. 15 16 17 18 19 20 21 22 23 24 25 26 addition, they have participated in numerous meetings to discuss strategy and tactics, they provided extensive assistance to Plaintiffs' Counsel in the gathering of facts, and they participated in three different mediations. B. Creation Of A Personal Nuisance Damages Fund And A Property Damages Fund. Plaintiffs propose that, after deduction of the above-described payments to individual Class Members who contributed directly to the prosecution of this lawsuit and after deduction of whatever attorneys' fees and costs the Court awards to Plaintiffs' Counsel, the balance of the settlement proceeds be divided into two distinct funds. One fund, containing 70% of the net proceeds, will be designated the Personal Nuisance Damages Fund and will be used to compensate individuals for damages suffered while actually living in the class area. The remaining 30% of the net settlement proceeds will be placed into the Property Damages Fund and used to compensate property owners for the negative impact that the odors from the wastewater treatment plant had on property values in the class area. Dividing the net settlement proceeds on a 70/30 basis is entirely consistent with the damage evidence Plaintiffs' Counsel intended to offer at trial and with the arguments they intended to advance to the jury. Plaintiffs' Counsel believe the most telling evidence of property damage comes from their real estate expert, Dr. Mundy. His calculations, which are included in Exhibit 4 to the Guadnola Declaration, show cumulative property damages ranging from $4.5 million of loss if value in 2002 was the sole element considered to $13 million if loss of use and interest on loss of use were also considered. Plaintiffs' Counsel would have argued that this analysis supported a reasonable award of $6 million for property damages. Plaintiffs' Counsel also intended to argue to the jury that total damages for the Class should be in the vicinity of $20 million. Thus, Plaintiffs anticipated arguing at trial that 70% of total damages would be attributed to personal nuisance injury and 30% to loss in MEMORANDUM IN SUPPORT OF APPROVAL - 4 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620.6500 - FACSIMILE (253) 620.6565 1 2 3 5 6 7 3 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 property value. Accordingly, that is an appropriate basis for allocating the net settlement proceeds between the two types of damages. C. The "Time/Impact" Adjustment. Payments from the Property Damages Fund will go to entities or individuals who owned property in the class area during the class period. Payments from the Personal Nuisance Damages Fund will go to individuals who lived in the class area during the class period. Plaintiffs are proposing that, in both cases, adjustments be made to assure that the individual payments are equitably distributed. The first adjustment takes into account both the length of time covered by a particular claim and the relative impact of odors from the treatment plant in the specific years included in the claim. Each month during the period from June, 1990 through May, 1995 will be given a value of 1. Each month for the period from June, 1995 through October, 2000 will be given a value of 3, and each month from November 2000 through the date of Final Approval will be given a value of 1. This "time/impact" adjustment produces a "time/impact" value for each claim that is consistent with the evidence developed during discovery and with the rulings of the Court on several legal issues. The Court has ruled that inverse condemnation claims extend back to the beginning of the class period, in June of 1990. There is substantial anecdotal evidence indicating that the odor problems were quite significant between June 1990 and June 1995. However, it is well- established law that, in a case such as this, inverse condemnation damages are measured at the time of trial. The evidence adduced by Plaintiffs' experts indicated that the impact on property damages was relatively constant prior to 1995 and that it abated to a significant degree by 2003.1 Therefore, it seems inappropriate to give the early months of the inverse condemnation damage period any heavier weighting despite the severity of the odors at that time. See Mundy Report attached as Exhibit 4 to Guadnola Declaration. MEMORANDUM IN SUPPORT OF APPROVAL - 5 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 820-8500 - FACSIMILE (253) 8208585 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 The Court has also ruled that the statute of limitations cuts off any claim for personal nuisance damages prior to June of 1995.2 Therefore, no matter how severe the odors were between 1990 and June of 1995, no class member has a claim for personal nuisance damages m those years. This, too, makes it inappropriate to attach any weight to those earlier months. The period from June 1995 through October 2000 is given substantially greater "time/impact" value in computing damages. This weighting is based on the Court's statute of limitations rulings, as indicated above. It is also based on the substantial body of anecdotal evidence indicating that odors were particularly severe during this time period. The ill-fated composting project that triggered an uproar in the class area and ultimately led directly to this lawsuit took place in the summer of 1995. Biosolids stored on the ground at the wastewater treatment plant were a constant source of odor, and that storage continued until the fall of 1998. The sprayfields were another constant source of odor, and their use was not discontinued until October 2000. Therefore, Plaintiffs believe the evidence they would present at trial establishes that the people who lived in the class area between June 1995 and October 2000 suffered the most intense odors that could be proven. This clearly justifies a "time/impact" adjustment that gives extra weight to the months during that period for purposes of allocating personal nuisance damages. It also is appropriate to weight those months for purposes of allocating property damages. Anyone who sold property in the class area during that time would undoubtedly have received substantially less for his or her property than would have been the case in the absence of the odors. In addition, Plaintiffs' real estate expert concluded that owners of real property in the class area suffered significant damages as a result of loss of use of their property.3 This component of property damage is cumulative, calculated on a year -by -year 2 Order entered February 14, 2003. 3 See Mundy Report attached as Exhibit 4 to Guadnola Declaration. MEMORANDUM IN SUPPORT OF APPROVAL - 6 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 620-6585 1 2 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 basis. The people who owned property in the class area during the period 1995 through October 2000 incurred significantly greater loss of use damages than did people who owned property after that time period. The "time/impact" adjustment is implemented by multiplying the number of months a claimant lived in or owned property in the class area by the "time/impact" value of 1 or 3 attributed to those specific months. Everything else being equal, an individual who, for example, owned a specific parcel of property for two years in the period between June 1995 and October 2000 would receive three times as large an award of property damages as would an individual who owned the same piece of property for two years prior to June 1995 or after October 2000. Similarly, everything else being equal an individual who, for example, lived at a specific address for two years during the period from April 1995 to October of 2000 would receive an award of personal nuisance damages three times greater than would be given to an individual who lived at the same address for two years prior to June 1995 or after October 2000. D. The "Proximity" Adjustment, Plaintiffs are also proposing a "proximity" adjustment, whereby claims are weighted in accordance with the proximity of the specific property involved to the wastewater treatment plant. Plaintiffs propose that the class area be divided into three Zones. The Zones are consistent with the computer modeling done by Plaintiffs' odor dispersion expert, Palo Zannetti, when he estimated the impact of odors from the treatment plant. Dr. Zannetti created isopleths, which are computer-generated maps. One isopleth shows the peak concentrations in the class area for odors from the treatment plant; a second isopleth shows peak concentrations of odors from the sprayfields. Copies of these two isopleths are attached as Exhibit 5 to the Guadnola Declaration. MEMORANDUM IN SUPPORT OF APPROVAL - 7 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 58401-1157 (253) 620-6500 - FACSIMILE (253) 520-9585 2 3 4 5 6 7 8 9 10 11 12 1 �t 15 16 17 18 19 20 21 22 23 24 25 ?6 Dr. Zannetti's modeling shows that the most severe odor impacts fell on the portion of the class area immediately west of the treatment plant and sprayfields. That area has been designated Zone 1 by the Plaintiffs. According to Dr. Zannetti's modeling the next most severe impacts were felt in the northwest corner of the class area and in that portion of the class area south of Zone 1 to the Valley Mall Boulevard. That area has been designated Zone 2 by the Plaintiffs. Finally, the least significant odor impacts would have been felt in that portion of the class area south of Valley Mall Boulevard, which has been designated Zone 3 by the Plaintiffs. All three Zones are shown on the map attached as Exhibit 6 to the Guadnola Declaration. In addition to distinguishing the three Zones, it is necessary to determine what relative value should be assigned to the three Zones. Reference to Dr. Zannetti's modeling is helpful on this portion of the analysis as well. His analysis consistently shows that if a particular release of odors from the wastewater treatment plant is rated at an intensity of 5 in Zone 1 it would be rated at an intensity of 2 in Zone 2 and at an intensity of 1 in Zone 3.4 Therefore, Plaintiffs' proposed plan of distribution allocates damages among the three Zones in that same ratio. In other words, assuming everything else is equal claimants in the different Zones would receive awards which bore the same relationship as is shown in Dr. Zannetti's study. For every $500 awarded to a claimant in Zone 1, an identically situated claimant in Zone 2 would receive $200 and an identically situated claimant in Zone 3 would receive $100. Stated differently, every $800 in settlement proceeds distributed would go $500 (62.5%, or 5/8) to claimants in Zone 1, $200 (25%, or 2/8) to claimants in Zone 2, and $100 (12.5% or 1/8) to claimants in Zone 3. a See Zannetti isopleths, Ex. 5 to Guadnola Declaration. MEMORANDUM IN SUPPORT OF APPROVAL - 8 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 86401-1157 (253) 620-6500 - FACSIMILE (253) 620-8585 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 E. Computing individual Awards. Once all of the above adjustments have been made, and all claim forms. have been submitted and processed, determining the specific award for any particular claimant is a matter of relatively straightforward arithmetic. Each claim is given a "time/impact" value that reflects the specific months covered by the claim and the weight given to ,those months. For property damage calculations, this "time/impact" value would be multiplied by the assessed value of the specific piece of property in the most recent Yakima County records, and the result would in turn be multiplied by the percentage applicable to the Zone in which the property fell. All of the property damage claims would be added together, and each claim would be converted to a percentage of the aggregate amount. 11«1 other ..,cords, if u e total of all of the claims computed with the formula ["time/impact" value x "assessed" value x "proximity" percentage] equaled 500 and the same calculations applied to a specific property equaled 5, that property would be awarded 1% of the total Property Damages fund. A substantially identical calculation would be done for each personal nuisance claim, the only differences being that the time period would not extend prior to April of 1995 and would nn adjustment for assessed value. Each Personal Nuisance Damages claim's there •�vuau be nwv J»...,..��--- -�- -- - ------ relative value would be determined by calculating the "tine/impact" value of the claim and multiplying it by the appropriate "proximity" percentage. Again, the results of all these calculations would be added up and each individual claim value would be converted to a percentage of the total value. As was true in the case of property damage awards, if the total of all Personal Nuisance Damages calculations equaled 1,000 and the value attached to an individual claim was 20, that claimant would be awarded 2% of the Personal Nuisance Damages Fund. Plaintiffs believe the Court should approve this plan of distribution because it will fairly and equitably distribute settlement proceeds among claimants, reflecting the nature of MEMORANDUM IN SUPPORT OF APPROVAL - 9 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 820-8500 - FACSIMILE (253) 620-8585 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 damages each claimant suffered, the period of time during which those damages were incurred, and the intensity of the damages as measured by proximity to the wastewater treatment plan. IV. UNION GAP SETTLEMENT As the Court will recall, Plaintiffs settled with the City of Union Gap for a total of $200,000 in a settlement approved February 14, 2003. As part of that settlement, Plaintiffs agreed that the net proceeds of the settlement would be distributed entirely to individuals living south of Valley Mall Boulevard, the area now designated by Plaintiffs in the Plan of Distribution as Zone 3. Plaintiffs' proposed Plan of Distribution implements that agreement. Plaintiffs propose that the $200,000 settlement fund received from the City of Union Gap be treated identically to the $7 million settlement fund received from the City of Yakima. Plaintiffs' Counsel will request fees and costs, and whatever amount the Court awards will be computed as a percentage of the aggregate $7.2 million in settlement funds. Both funds will then be reduced by the same percentage, to assure that the class members in the north do not carry a disproportionate share of the costs of the litigation. Once the net value of the Union Gap settlement has been determined, the funds will be distributed among claimants living or owning property in Zone 3. The calculations will be identical to the calculations used for distributing the City of Yakima's settlement, except that each claim will be valued as a percentage of the total of Zone 3 claims instead of as a percentage of the total of claims from all three Zones. V. RELEASE OF CLAIMS The proposed settlement, if approved by the Court, will provide fair and reasonable compensation to class members. It will also provide the finality that the City of Yakima and Del Monte Corporation need. The settlement agreement will extinguish all claims of all class members relating to odors emitted from the wastewater treatment plant at any time up to the MEMORANDUM IN SUPPORT OF APPROVAL - 10 of 15 (99-2-00611-8) [ 1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA. PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 08401.1157 (253) 620-6500 - FACSIMILE (253) 820.6585 1 2 3 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 date of Final Approval. It will also bar class members and future owners of property in the class area from asserting any claim for inverse condemnation as a result of odors emitted from r 'C_ additional .t the wastewater treatment plant in the future, unless the odors result from specific additional of t a �t....,� and exceed the level of odors acts or omissions in the City's operation the treatment plant exceed level odors that occurred dining the three years preceding the settlement. This gives. the City assurance that it can continue to run the plant, with all the operational improvements implemented up through October 2000 when the sprayfields were taken out of commission, without concern about ongoing liability. The Settlement Agreement also releases all claims against Del Monte Corporation. As the Court knows, Del Monte entered into a settlement agreement with the City of Yakima some three years ago. Under the terms of that agreement, Del Monte paid Yakima $500,000 and Yakima agreed to indemnify Del Monte from any additional exposure to Plaintiffs in the underlying litigation. Although Del Monte is not contributing directly to the present settlement, it is clear that the $500,000 payment has had the effect of freeing up additional monies for the City of Yakima to contribute to the settlement which otherwise would not have been available. Therefore, Plaintiffs submit that the Settlement Agreement includes sufficient consideration to release Del Monte. VI. ATTORNEYS' FEES AND COSTS Plaintiffs' Counsel are not asking for a specific award of fees and costs at this time. However, they expect to ask for such an award at about the same time as they ask for final approval of the Settlement Agreement. Counsel will ask for reimbursement of all of their out- of-pocket expenses, which currently exceed $1 million and will ultimately include the costs of administering the claims process. Counsel will also ask for a fee equal to one-third of the net settlement proceeds after payment of compensation to the original Plaintiffs and Class Representatives, reimbursement of costs, and payment of claim administration costs. Counsel MEMORANDUM IN SUPPORT OF APPROVAL - 11 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 820-8500 - FACSIMILE (253) 820$585 2 3 4 5 6 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 2R will submit a detailed petition which is expected to show that the hours spent on this case, if billed at the attorneys' normal hourly rates, would have produced a fee equal to or greater than the percentage fee requested. VII. CLASS NOTICE Finally, Plaintiffs are moving the Court for approval of two forms of notice to class members. These forms are attached as Exhibits 2 and 3 to the Guadnola Declaration. The short form, Exhibit 3, is intended for publication in the Yakima Herald Republic and in La Voz. The long form will be mailed to all current owners of residential real property in the class area, all known residents of the class area, and all known former owners of residential property in the class area. Plaintiffs are working with their real estate expert, Dr. Mundy, with defense counsel and with the Yakima County Assessor's Office to generate the mailing list for the notice. Plaintiffs have also arranged for translation of both forms of notice, so that they can be published and mailed in both English and Spanish. Copies of the translated notices are attached as Exhibit 7 to the Guadnola Declaration. Plaintiffs submit that the forms of notice should be approved by the Court. They have been reviewed and approved by defense counsel and the City of Yakima. The proposed notices fairly and accurately apprise class members of the terms of the settlement, of their rights under the Settlement Agreement, of the anticipated request for attorneys' fees and costs, of the proposed Plan of Distribution, and of the fact that an additional hearing will be held to consider any objections that may be made. The notices also advise class members that there will be two "town hall" meetings conducted by Plaintiffs' Counsel to answer questions about the settlement and provide assistance in completing claims forms. Interpreters will be present at the meetings to assist Spanish-speaking claimants. MEMORANDUM IN SUPPORT OF APPROVAL - 12 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON 8 DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 620-6500 - FACSIMILE (253) 620-6565 1 2 3 A 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 VTH. ARGUMENT This motion requests that the Court preliminarily approve the proposed class settlement and Plan of Distribution and establish the procedure to be utilized in the Court's settlement war Plan -- - - • determination of whether the proposed settlement and Plan of Distribution should receive final approval from the Court. Approval of class action settlements involves a two-step process. First, counsel submit the proposed terms of settlement and the court makes a preliminary fairness evaluation.... If the preliminary evaluation of the proposed settlement does not disclose grounds to doubt its fairness or other obvious deficiencies ... the court should direct that notice under Rule 23(e) be given to the class members of a formal fairness hearing, at which arguments and evidence may be presented in support of and in opposition to the settlement. MANUAL FOR COMPLEX LITIGATION § 30.41 at 236-237 (3rd Ed. 1995). Thus, the present motion before the Court focuses on two basic questions. The first question is Does the settlement appear fair? "In evaluating the settlement, the judge should keep in mind the unique ability of class and defense counsel to assess the potential risks and rewards of litigation; a presumption of fairness, adequacy and reasonableness may attach to a class settlement reached in arms -length negotiations between experienced, capable counsel after meaningful discovery." Id. § 30.42 at 240. There is a "strong judicial policy that favors settlements, particularly where complex class action litigation is concerned." Class Plaintiffs v. Seattle, 955 F.2d 1268, 1276 (9th Cir. 1992), cert. denied, 506 U.S. 953, 121 L. Ed. 2d 333, 113 S. Ct. 408 (1992). Here, the parties have had extensive involvement in this litigation for some five years. The evidentiary record, both documentary and testimonial, is massive. Plaintiffs and the settling defendants are well aware of the facts, legal theories, and defenses asserted by each party. MEMORANDUM IN SUPPORT OF APPROVAL - 13 of 15 (99-2-00611-8) [1241352 v6.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620.5500 - FACSIMILE (253) 820-6505 2 3 4 5 6 7 8 9 10 11 12 1" ( 4 15 16 17 18 19 20 21 22 23 24 25 26 The Class will receive a Notice of Proposed Final Settlement and Plan of Distribution. Class members will have the opportunity to submit written objections to the proposed settlement and to appear at the Fairness Hearing in order to voice their opinion concerning the fairness and reasonableness of the proposed settlement. Consistent with the requirements of the law, the proposed settlement is fair and reasonable, the class members will be fully informed of the settlement, and they will be given an opportunity to object. The class representatives fought hard to obtain the maximum possible recovery for the class members and, in so doing, received a valuable settlement. This compromise between the Plaintiffs and the City of Yakima is reasonable and the Court should preliminarily approve the proposed settlement. The second question is whether the proposed Class Notice adequately informs prospective class members of the settlement and its ramifications. Boggess v. Hogan, 410 F. Supp. 433, 442 (N.D. Ill. 1975). Every known class member will receive a Notice of Proposed Final Settlement and Plan of Distribution. The Notice will reasonably apprise class members of the settlement, of their options, and of the consequences of their choices. A summary of that Notice will also be published in local newspapers. The proposed Notice fully and accurately advises class members of the terms of the proposed settlement, the Plan of Distribution, their right to object to or comment upon the settlement and Plan of Distribution, and the legal consequences of the settlement. This Court has broad discretion with respect to the procedure for the notice in class action litigation. CR 23(e). In exercising this discretion, the Court must ensure that class members are provided with all essential information concerning the litigation. The proposed Notices expressly accomplish that goal. MEMORANDUM IN SUPPORT OF APPROVAL - 14 of 15 (99-2-00611-8) [ 1241352 v6.docj LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 98401-1157 (253) 020.6500 - FACSIMILE (253) 620.0565 1 2 3 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 II IX. CONCLUSION The proposed settlement, if approved by the Court, will bring an end to more than five years of intense and costly litigation. It is a fair and reasonable compromise of the claims of the class members, providing class members with reasonable compensation and providing the City of Yakima and Del Monte with finality. The proposed Plan of Distribution is carefully constructed to make sure that settlement proceeds are distributed equitably among class members. The proposed Class Notices are clear and unambiguous in the information and instructions given to prospective class members. For all of these reasons, Plaintiffs instructions o-1......, �.. ...� ... r---!" -- -- respectfully urge the Court to preliminarily approve the Settlement Agreement and the proposed Plan of Distribution, to approve the proposed forms of Class Notice, and to set a hearing for Final Approval of the Settlement Agreement more than 30 days after entry of the Order granting preliminary approval. RESPECTFULLY SUBMITTED this / c)- day of October, 2003. GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP ..41169 Malanca, WSBA No. 01226 C. Guadnoia, WSBA No. 08636 enneth G. Kieffer, WSBA No. 10850 Bradley B. Jones, WSBA No. 17197 Timothy L. Ashcraft, WSBA No. 26196 Attorneys for Plaintiffs MEMORANDUM IN SUPPORT OF APPROVAL - 15 of 15 (99-2-00611-8) [1241352 v7.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 8208500 - FACSIMILE (253) 820-6565 3 4 5 6 7 8 9 10 11 12 1' 15 16 17 18 19 20 21 22 23 24 25 26 g4* 1VED OCT e " Z003 LcUAL DEPT SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED AND KAREN MURPHY, husband and wife, et al., Plaintiffs, vs. CITY OF YAKIMA, a Washington municipal corporation, et al, Defendants. NO. 99-2-00611-8 DECLARATION OF JOHN C. GUADNOLA IN SUPPORT OF MOTION FOR PRELIMINARY APPROVAL ASSIGNED TO THE HONORABLE SUSAN L. HAHN HEARING DATE: October 10, 2003 I, John C. Guadnola, declare under penalty of perjury under the laws of the State of Washington as follows: 1. I am a partner in the firm of Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim, LLP and am one of the attorneys principally responsible for representing Plaintiffs in the above -captioned litigation. I make this Declaration of my personal knowledge. 2. Attached to this Declaration as Exhibit 1 is a true and correct copy of the Settlement Agreement between Plaintiffs and the City of Yakima. The Settlement Agreement has been approved by all Class Members, by all attorneys involved in the matter, and by certain officials of the City of Yakima. It is anticipated that the full City Council will approve the settlement at its regularly -scheduled meeting on October 7, 2003. GUADNOLA DECLARATION - 1 of 2 (99-2-00611-8) [ 1241418 v5.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 620-8565 3. Attached to this Declaration as Exhibit 2 is a true and correct copy of the proposed form of Class Notice to be mailed to Class members. 4. Attached to this Declaration as Exhibit 3 is a true and correct copy of the proposed published Class Notice to be published in the Yakima Herald Republic the La Voz or other newspapers of general circulation the Court deems appropriate. 5. Attached to this Declaration as Exhibit 4 are excerpts from the expert report of Dr. William Mundy, Plaintiffs' real estate expert. 6. Attached to this Declaration as Exhibit 5 are true and correct copies of two computer-generated maps, known as isopleths, created by Dr. Palo Zannetti. These isopleths were Figure 20 and Figure 21 in Dr. Zannetti's final report. They show the relative strengths of odors in the different portions of the class area, as computed by Dr. Zannetti. These isopleths, along with the balance of Dr. Zannetti's work, are the basis for Plaintiffs' recommendation that the class area be divided into Zones 1, 2 and 3 for purposes of allocating settlement proceeds. 7. Attached to this Declaration as Exhibit 6 is a true and correct copy of a map of the class area showing proposed Zones 1, 2 and 3. I declare under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct. Dated this / ' day of October, 2003 at Tacoma, Washington. GUADNOLA DECLARATION - 2 of 2 (99-2-00611-8) [1241418 v5.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 6208500 - FACSIMILE (253) 820-8585 SETTLEMENT AGREEMENT WHEREAS, Representative Plaintiffs Martin Cuevas, Karen Cuevas, Daniel Martinez, Karen Murphy, Willie Murphy, Darlene Ryan, and Verla Row have brought suit, individually and on behalf of the residential class certified by the Court against the City of Yakima in the action presently pending in the Superior Court of Washington, Yakima County, styled Murphy, et al. v. City of Yakima, et al., Cause No. 99-2-00611-8 (the "Action"), alleging injury and damage to Representative Plaintiffs and members of the class of persons and residential property owners in the vicinity of the City of Yakima's Wastewater Treatment Plant and adjacent Industrial Sprayfield ("WWTP"); and WHEREAS, in April 1999, Representative Plaintiffs and Class Members on behalf of themselves and others similarly situated, filed a class action complaint against defendant City of Yakima (the "City") and Del Monte Corporation, a New York corporation ("Del Monte Corporation") asserting causes of action for negligence, nuisance, trespass, and inverse condemnation as a result of the odors originating from the WWTP. Representative Plaintiffs and Class Members asserted, among other things that, as a result of negligent operation of the WWTP, including the collection, transportation and storage of biosolids, odors emanating from the WWTP afflicted the entire Class Area and occurred with such frequency and were of such intensity and duration as to interfere with the Representative Plaintiffs' and Class Members' use and enjoyment of their property, adversely impacting property values and causing personal discomfort, anxiety, stress, headaches, nausea and other adverse health effects; and WHEREAS, on December 14, 2000, Representative Plaintiffs and Class Members filed a motion to certify the class against the City and Del Monte Corporation. On April 19, 2001, the Court granted Plaintiffs' Motion for class certification; and WHEREAS, on June 15, 2001, the Representative Plaintiffs mailed and published a notice of pendency of class actions to members of the certified class; and WHEREAS, the City and Del Monte Corporation deny the allegations made against it in the Action; and WHEREAS, the Parties recognize the existence of disputed issues of law and fact regarding the allegations in the Action; and WHEREAS, the Parties wish to avoid the expense and risk involved in continued litigation over the matters alleged in the Action, and instead wish to compromise and settle the various disputes arising in connection therewith. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: DEFINITIONS "Action" means Murphy, et al. v. City of Yakima, et a1., Yakima County Superior Court Cause No. 99-2-00611-8. "Administrative Expenses" means expenses incurred in the administration of this Settlement as provided herein or as otherwise allowed by the Court. "Claim(s)" means any administrative or tort claim or any lawsuit filed with or against the City or Del Monte Corporation with regard to actions or failures to act relating to, arising out of, concerning or caused by the WWTP up through and including the date of Final Approval. "Claim(s)" includes, but is not limited to, the City's alleged acts and omissions of negligence and failure, in the construction, operation, maintenance, and repair of the WWTP up through and including the date of Final Approval, to comply with the applicable standard of care for the design, construction and operation of a waste water treatment plant, including but not limited to the collection, transportation and storage of biosolids; or any other common law, statutory or regulatory cause of action. "Class Area" means the area shown on the map attached hereto as Exhibit A, as legally described on Exhibit B attached hereto. "Class Members" means all persons and entities, including minors, who: (a) reside in or own residential property, or who have resided in and/or owned residential property within the Class Area at any time between June 30, 1990 and the date of Preliminary Approval of this Settlement and who have not previously opted out of the class (the "Class"). "Common Fund" means the fund established pursuant to paragraph 2 of this Agreement. "Plaintiffs' Counsel" means Albert R. Malanca, Kenneth G. Kieffer, John C. Guadnola, Bradley B. Jones, Timothy L. Ashcraft, Joan C. Foley, and the law firm of Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim LLP. "Court" means the Superior Court of Washington, Yakima County, or other Court properly acquiring jurisdiction over the Action. "Odors" shall be given the broadest possible interpretation, including without limitation, any and all airborne odors of any kind to humans, animals, plants, or the environment, and any effects of odors including any kind of annoyance, discomfort, or adverse effects on body, mind, spirit, health, property, air, quality of life, enjoyment of life, or other interests, relating to, arising out of, concerning or caused by the WWTP prior to Final Approval regardless of whether such Odors are tangible or intangible. "Final Approval" means the date by which all of the following have occurred: (1) the Court has entered an Order finally approving this Settlement in a form to be agreed upon by the Parties; and (2) the applicable time period for filing appeals or requests for review of said Order has passed without any appeals or requests for review being filed, or if appeals or requests for review are filed, the entry of orders affirming said Order or denying review after exhaustion of all appellate remedies. "Parties" mean the Representative Plaintiffs, the Class Members, and the City of Yakima. "Preliminary Approval" of this Settlement means the Court's entry of an order preliminarily approving this Settlement and authorizing notice to the Class. The Parties shall use good faith efforts to agree upon the form of the order and of the notice. In the event the Parties cannot agree, they shall both submit their proposed orders and notices to the Court and the Court shall decide the form of the order and notice. "Released Parties" shall mean the City of Yakima and Del Monte Corporation, each and every one of their departments, divisions, agencies, commissions, boards, subdivisions, owners, officers, directors, employees, attorneys, elected officials, predecessors, heirs, successors and assigns. It is the intention of the Parties that this term be given the broadest possible interpretation. "Representative Plaintiffs" means Martin Cuevas, Karen Cuevas, Daniel Martinez, Karen Murphy, Willie Murphy, Darlene Ryan, and Verla Row. "WWTP" means the Yakima Regional Wastewater Treatment Plant, its collection and transportation facilities, and the former operation of the adjacent Industrial Sprayfields, composting facility, and outdoor biosolids storage area. TERMS AND CONDITIONS OF SETTLEMENT 1. Purpose. This Settlement and Settlement Agreement are intended solely for the purpose of compromising disputed claims and potential claims and avoiding the risk and expense of continued litigation. This Settlement and Settlement Agreement are not, and shall not be construed or characterized as, an admission of wrongdoing of any kind on the part of any Party, nor does any Party admit or concede the validity of any claim or defense asserted by any other party in the Action. 2. Settlement Amount. The City agrees and stipulates to the entry following Final Approval of a judgment in the amount of Thirteen Million and No/100 Dollars ($13,000,000) in favor of Representative Plaintiffs and the Class Members. A copy of the judgment is attached as Exhibit C. The City shall arrange for payment to the trust account of Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim, LLP, the sum of Seven Million and No/100 Dollars ($7,000,000) in trust for the Class Members ("The Common Fund"), which, together with the judgment referenced above and Plaintiffs pursuit of claims against policies of insurance referenced below, shall constitute full and final Settlement of the Action. These funds shall be paid on the latter of Final Approval or December 15, 2003, provided, however, that if Final Approval occurs before December 15_, 2003 and the City, using its best efforts, has not completed financing its payment obligation hereunder, it may extend its payment date an additional two weeks to December 29, 2003. The Representative Plaintiffs and Class covenant not to execute against the Released Parties for any amounts of the judgment in excess of Seven Million and No/100 Dollars ($7,000,000) except against those insurers who issued policies of insurance to Yakima between 1997 and 2001. 3. No Assignment of Policies; Continued Prosecution of Insurance Litigation. By this Settlement, the City is not assigning its insurance policies to the Class and the City may continue to pursue its claims against its insurers. Plaintiffs and the City shall maintain their current lawsuits against the City's insurance carriers. The City shall retain full authority and responsibility for its pending appeal of its lawsuit against its insurers throughout the appellate process including but not limited to any motions for reconsideration, rehearing en banc and otherwise. If and only if the City's pending appeal is successful and results in a remand to the district court for further proceedings, Plaintiffs agree that Plaintiffs' Counsel may elect to assume responsibility for further prosecution of the action. If Plaintiffs' Counsel so elect, they will manage both the remanded federal court action and at their sole discretion, the declaratory judgment action in Yakima County Superior Court; provided, however, that the City may • associate as co -counsel with Plaintiffs' Counsel in the lawsuits and may, at its election, prosecute the lawsuits at the City's sole cost and expense should Plaintiffs' Counsel decline to do so. a Allocation of insurance Recoveries. Plaintiffs and the City agree that they will share any proceeds recovered from the City's insurance carriers by settlement, judgment or otherwise. The proceeds from a resolution of either or both insurance lawsuits will be collectively allocated as follows: (a) With respect to the recovery of any "net proceeds" at or under $1,000,000, the City shall be entitled to the first $500,000 of the net proceeds, which shall be considered as partial recovery to the City for amounts paid to Plaintiffs in settlement and./or costs and fees previously incurred, as will all other monies allocated to the City under this paragraph. The Plaintiffs shall be entitled to the next $500,000 in partial satisfaction of their judgment. Thereafter, with respect to any recovery of net proceeds between $1,000,000 and $3,000,000, the Plaintiffs shall recover 80% of the net proceeds and the City shall recover 20%; provided, however, Plaintiffs' Counsel shall not receive any attorney fees from the City's 20% recovery. With respect to the recovery of any net proceeds above $3,000,000 the Parties shall split the recovery equally. Plaintiffs' Counsel shall be entitled to recover attorney fees from any recovery of net proceeds above $3,000,000 as follows: (1) a 1/3 contingent fee from the City's share, and � the !"�---- regarding Class Plaintiffs' share. "Net (2) whatever fee is approved and set by the Court the Class t lain iffy Net proceeds" is defined as gross proceeds less reasonable costs and expenses actually incurred after the date the Final Settlement Documents are executed (but not legal fees). (b) Neither the City nor the Plaintiffs shall settle and compromise their respective lawsuits without the other's consent unless the settlement exceeds $900,000. As to any settlement in excess of $900,000, either the City or Plaintiffs may accept the settlement and bind both Parties, with the settlement proceeds being dispersed as provided in this Agreement. For settlement proposals by the insurers at or in excess of $1,000,000, either Party shall have the option to buy out the Party wishing to settle by paying that Party's share of the proposed settlement amount and may thereafter continue the prosecution of the respective insurance carrier lawsuit. 5. Administration. All costs or expenses incurred in administering this Settlement, including without limitation the cost of providing notice to the Class and any expenses incurred in connection with the division and distribution of the Common Fund, shall be paid from the Common Fund. The City shall have no obligation whatsoever to pay any sum for such administrative costs and expenses, except that each party shall be responsible for its own attorneys' fees, costs, and expenses incurred in defending the Action, negotiating this Agreement, and performing any obligations as set forth in this Agreement unless expressly provided otherwise in this Agreement. Representative Plaintiffs, Class Members, and Plaintiffs' Counsel shall be solely responsible for complying with any tax laws or other laws relating to administration or distribution of the Common Fund. 6. Court Approval of Settlement. The Parties shall take all reasonable measures necessary to secure Final Approval of this Settlement as required by CR 23 or other applicable legal authority including but not limited to RCW 4.22 et seq. Plaintiffs' Coupsel shall promptly file with the Court a Motion for Preliminary Approval and any necessary supporting papers, asking the Court to enter an order, following approval by the City Council, in a form to be agreed upon by the Parties. The Parties shall use their best efforts to agree on a form of the Motion for Preliminary Approval. The City may file with the Court such additional papers in support of the Motion for Preliminary Approval as it deems necessary or appropriate, in its sole discretion. If the Parties cannot agree on the form of a Motion for Preliminary Approval, each party may submit its own version to the Court. Plaintiffs' Counsel shall, at the appropriate time following Preliminary Approval, prepare and file with the Court a Motion for Final Approval, and any necessary supporting papers, asking the Court to enter an Order finally approving the Settlement ("Settlement Order") and Order of Dismissal in a form to be agreed upon by the Parties. The Parties shall use their best efforts to agree on a form of the Motion for Final Approval. The City may file with the Court such additional papers in support of the Motion for Final Approval as it deems necessary or appropriate, in its sole discretion, subject to the provisions set forth above. If the Parties cannot agree on the form of a Motion for Final Approval, each party may submit its own version to the Court. In the event Final Approval is not obtained, the Parties shall make all reasonable efforts to negotiate a new settlement agreement that will meet with approval of the Court. In the event this Settlement is not approved and the Parties are not able to negotiate a new one, the Parties shall so notify the Court and proceed with the Action. Any pleadings submitted or statements made pursuant to this paragraph are settlement communications subject to Evidence Rule 408. In the event Final Approval is not achieved, the Parties agree that nothing contained in this Settlement Agreement, Plaintiffs' Counsel's or The City's pleadings or oral statements submitted pursuant to this paragraph may be used, quoted, referenced, or admitted in the Action or any other litigation. 7. Fees and Costs of Plaintiffs' Counsel. Plaintiffs' Counsel shall apply to the Court for an award of fees, expenses and costs, which shall be paid from the Common Fund established under Paragraph 2 above. Aside from their obligations to pay into the Common Fund the Settlement Amount referenced in paragraph 2 and pay attorneys' fees as provided in paragraphs 4 and 19, the City shall not have any obligation whatsoever to pay any sum for attorneys' fees, expenses or costs claimed by Representative Plaintiffs, Class Members and/or Plaintiffs' Counsel in connection with the Action including but not limited to any costs incurred by Representative Plaintiffs or Plaintiffs' Counsel. The City shall not oppose the application for award of reasonable fees, expenses or costs, and any future application for reasonable fees, expenses, or costs; provided, however, that this agreement not to oppose such an award does not apply to an application for fees, expenses or costs sought by any of the Parties for an alleged breach of this Settlement Agreement. 8. Dismissal of Action. In consideration of the confession of judgment and payment of the above amount, Representative Plaintiffs and Class Members shall dismiss the Released Parries with prejudice and without costs to any Party. Plaintiffs' Counsel shall execute the Stipulation and Order of Dismissal attached hereto as Exhibit D within fifteen (15) days after Final Approval. 9. T _l..__ , f All Cl.. .. L... Rep «t..ti a Dl.. «+:FF «.i !'1.. Membe EFF cti. 1<GIGGJG Vl I111 \..10.LL11J V Y 1\G�JrGjG11l0.0 YG 1 latuu11J a11LL \�10.JJ 1V1G111VG110. L11GG11 Y4 upon Final Approval of this Settlement Agreement, the Representative Plaintiffs, Class Members discharge, r t Released � T__a: __ from 1 and each of them hereby release, discharge, and forever acquit the Released Parties from any and all claims, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, as alleged or as could have been alleged in the Action, whether in law or equity, arising out of or relating in any way to (1) Odors; or (2) the allegation that Representative Plaintiffs and/or Class Members have been damaged by operation of the WWTP as a result of residing or owning residential property in the Class Area prior to Final Approval; or (3) operation of the WWTP prior to Final Approval, including, without limiting the generality of the foregoing, any and all claims for nuisance, negligence, inverse condemnation, strict liability, contribution, indemnity, trespass, property damages, loss of use and enjoyment, and/or diminution of property values, attorney fees, costs under any statutory or regulatory authority relating to Odors; penalties or other relief resulting from violations of permits or failure to comply with applicable laws, regardless of whether any such matters are claimed under theories of nuisance, trespass, negligence, strict liability, inverse condemnation, contribution, indemnity, or any other common law, statutory or regulatory cause of action, and regardless of whether defined as a continuing tort or otherwise. This full and final release is intended to provide the broadest protection possible from claims and damages as a result of acts, omissions or occurrences relating to the WWTP on or before the date of Final Approval, including all causes of action therefore against the Released Parties. This release is specifically intended to cover and include, without limitation, any and all claims, civil or otherwise, past or present, which can or may ever be asserted by the Representative Plaintiffs, each and every Class Member, and by their respective agents, estates, marital communities, dependents, successors, assigns (including, but not limited to subsequent purchasers, lessees and renters of property owned by Class Members within the Cl___ Area), a) lien holders, entities, against Parties relating Class 1'11GaJ, or other the Released Parties arising out of or avaaaaaaab in any way to the matters described above that are based on acts, omissions or occurrences on or before the date of Final Approval that resulted or are alleged to have resulted in Odors or effects of Odors. By this settlement, Representative Plaintiffs and each and every Class Member are also releasing, on behalf of themselves, and their respective agents, estates, marital communities, dependents, successors, assigns (including, but not limited to subsequent purchasers, lessees and renters of property owned by Class Members within the Class Area) lien holders and other entities, any inverse condemnation or "takings" claims concerning diminished property values within the Class Area arising out of the construction, operation, maintenance, and repair of the WWTP prior to Final Approval and any alleged actions or failures to act by the City concerning the WWTP prior to Final Approval. No subsequent claim for inverse condemnation or takings of any interest in property located within the Class Area, may be made by any of the Representative Plaintiffs, any Class Member and any of their respective agents, estates, marital communities, dependents, successors, assigns (including, but not limited to subsequent purchasers, lessees and renters of property owned by Class Members within the Class Area) lien holders and other entities, concerning the operation of the WWTP unless there is additional governmental action by the City relating to the WWTP causing Odor impacts and emissions exceeding the degree and level existing from October 3, 2000 to the date of Final Approval (including normal operational events such as intermittent upset conditions), which also results in a measurable and provable decline in market value separate and apart from any measurable or provable decline in market value that has occurred through the date of Final Approval. Representative Plaintiffs and each Class Member acknowledge and agree that this Settlement Agreement will be recorded with the Yakima County Auditor's Office. 10. Cooperation. As partial consideration for this Settlement, the Parties agree to cooperate in the following manner: (a) The City will support the Representative Plaintiffs and Class Members' Motions for Preliminary Approval and Final Approval of this Settlement. The City may file with the Court such pleadings and papers in support of said Motions as it deems necessary or appropriate, in its sole discretion. All pleadings submitted and statements made by the City with regard to this provision shall be subject to the terms of paragraph 6. (b) The City will cooperate with Representative Plaintiffs, Class Members and Plaintiffs' Counsel in their pursuit of insurance proceeds from various policies of insurance issued to the City between 1997 and 2001. The City and its employees and Counsel agree to make themselves reasonably available for discovery proceedings and trial in the prosecution by Representative Plaintiffs and Class Members of any and all causes of action concerning the insurance policies whether in Class Members' own lawsuit or upon Plaintiffs' Counsel's acceptance of the prosecution of the City's pending lawsuit as described in paragraph 3. The City will also make available to Class Counsel all relevant and nonprivileged documents relating to the pursuit of insurance claims against the City's policies. (c) The City shall cooperate with Plaintiffs' Counsel in regard to Plaintiffs' Counsel establishing, creating, updating or amending a database of Yakima County or City records for the purpose of mailing notice to the Class and implementing a plan of distribution to all Representative Plaintiffs and Class Members provided that such cooperation does not result in significant use of the City's financial resources or personnel. 11. Effect on Claims. (a) Effective upon Final Approval, every Claim of each Representative Plaintiff and Class Member against the Released Parties shall be conclusively compromised, settled and released and each such Representative Plaintiff and Class Member shall be barred from initiating, asserting or prosecuting any Claim against the Released Parties, except to the extent permitted by this Settlement Agreement and the Stipulation and Order of Dismissal attached as Exhibit D. (b) Any checks issued to the Plaintiffs, Representative Plaintiffs and Class Members must contain language, approved by the Parties, to the effect that negotiation, endorsement or deposit of the check constitutes a release. (c) The Parties agree that the Notice of Settlement and the Final Approval will contain language, to be agreed on by the Parties, to the effect that the Final Approval of the Settlement will be binding upon all Class Members and will extinguish and release all Claims, as set forth in paragraph 9 herein. The Notice shall also include language addressing disclosure obligations under Washington law. The language shall inform Class Members of their duty to disclose information material to a buyer's decision to purchase property and encourage class members to disclose that their property is within the Class Area and that compensation was paid for alleged property damages and nuisance from Odors caused by the WWTP. 12. Reporting Obligations. .The Representative Plaintiffs, Class Members and Plaintiffs' Counsel shall provide to the City copies of a final disbursement statement identifying the names, addresses, and amounts disbursed to each Representative Plaintiff and Class Member. 13. Use of Settlement Agreement. (a) The parties to this Settlement Agreement, including Representative Plaintiffs or any Class Member, shall not seek to introduce and/or offer the terms of the Settlement Agreement, any statement, transaction or proceeding in connection with the negotiation, execution or implementation of this Settlement Agreement, any statements in the documents appended to this Settlement Agreement, stipulations, agreements, admissions made or entered into in connection with any fairness hearing or any finding of fact or conclusion of law made by the Superior Court or otherwise rely on the terms of this Settlement Agreement, in any judicial or administrative proceeding, except as provided in paragraphs 3, 4 and 10(b) or insofar as it is necessary to enforce the terms of this Settlement Agreement. (b) Neither this Settlement Agreement nor any exhibit hereto nor any statement, transaction or proceeding in connection with the negotiation, execution or implementation of this Settlement Agreement is intended to be or shall be construed as or deemed to be evidence of an admission or concession by the Released Parties of any liability or wrongdoing, or of the truth of any allegations asserted by any Representative Plaintiff or any Class Member against them, or as an admission by the Representative Plaintiffs or any Class Member of any lack of merit in their claims and no such statement, transaction or nrnreedina shall be admissible in evidence for any purpose; except for purposes of obtaining approval of this Settlement Agreement in this proceeding or pursuit of claims against the City's insurers as provided in paragraphs 3, 4 and 10(b). 14. Parties Bound. This Settlement Agreement shall be binding on the Parties hereto and each of their heirs, legal representatives, successors, and assigns, and inures to the benefit of the Parties and Released Parties and their heirs, legal representatives, successors and assigns. The Representative Plaintiffs, by approval of this Settlement Agreement by the Court, have full authority to enter into this Settlement Agreement on their behalf and behalf of each Class Member and to take steps reasonably necessary to achieve Final Approval, as fully to all intents and purposes as each Class Member might or could do if personally present and a party to this Settlement Agreement, and the acts of -the Representative Plaintiffs on behalf of the Class Members are, upon approval by the Court of this Agreement, ratified and confirmed by each Class Member. 15. No Third Party Beneficiary. No provision of this Settlement Agreement or any exhibit thereto is intended to create any third -party beneficiary to this Settlement Agreement. 16. Integration. This written agreement contains the entire understanding among the Parties in connection with its subject matter, and supersedes and replaces all prior negotiations, agreements, or representations by or among the parties, whether oral or written. Each Party acknowledges that no other Party, or any agent or attorney of any Party, has made any promise, representation, or warranty whatsoever, express or implied, other than those expressly stated herein, concerning the subject matter hereof to induce the other Party or Parties to execute this document. Each Party acknowledges that in executing this document he, she, or it is not relying on any promise, representation or warranty other than those expressly stated herein. 17. Choice of Law. The interpretation and enforcement of this Settlement Agreement shall be governed by the laws of the State of Washington. 18. Construction of Settlement Agreement. This Settlement Agreement has been drafted by mutual negotiations among the parties. It shall be construed according to the fair intent of the language as a whole, and not for or against any party. The headings of the sections and paragraphs of this Agreement are included for convenience only and shall not be deemed to constitute part of this Agreement or to affect its construction. 19. Attorneys' Fees. In the event any party hereto, or his, her, or its authorized representative, successor, or assign, shall institute suit to enforce this Settlement Agreement or for any breach thereof, the substantially prevailing party in such suit or proceeding shall be entitled to an award of his, her, or its reasonable costs, expenses and attorneys' fees incurred, both at the trial and appellate court levels, before and after judgment. 20. Counterparts. This Settlement Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 21. Mediation and Arbitration. The Parties agree that Thomas V. Harris shall mediate disputes arising from the Memorandum of Understanding and this Settlement Agreement. If mediation fails, the Parties reserve the right to use other alternative dispute resolution processes or seek court intervention. DATED this day of , 2003. Martin Cuevas, Representative Plaintiff Karen Cuevas, Representative Plaintiff Daniel Martinez, Representative Plaintiff Karen Murphy, Representative Plaintiff Willie Murphy, Representative Plaintiff Darlene Ryan, Representative Plaintiff Verla Row, Representative Plaintiff Add Acknowledgements for the signatures of the Plaintiff Representatives GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP R. Malanca eys for Plaintiffs CITY OF YAKIM A PRESTON GATES & ELLIS, LLP By: By: Thomas H. Wolfendale Attorneys for City of Yakima Richard Zais City Manager By: Raymond Paolella Yakima City Attorney DEL MONTE CORPORATION By: Scott Rickman, Assistant Secretary BROWN REAVIS & MANNING, PLLC By: Stephen J. Tan Attorneys for Del Monte Corporation K\25739\00038\TH W\THW A21 FQ DANIELSON HARRIGAN LEYH & TOLLEFSON, LLP By: Timothy G. Leyh Attorneys for City of Yakima ZValilma C1lass Area Bot:vcss Birch St 0 Yakima Class Area Zone 1 Zone Zone 3 02 0 4 Miles Mundy Associates LLC (912003) 98-1203 k'C)ur St W 'hit S V Qali . mi t s WYa ma t V ‘,VLshi1 t S lV 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED and KAREN MURPHY, et al., Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, and WASTEWATER DIVISION OF THE DEPARTMENT OF ENGINEERING AND UTILITIES, a discrete governmental agency or unit of the City of Yakima, and DEL MONTE CORPORATION, a New York corporation, Defendants. Judgment Creditor: NO. 99-2-00611-8 JUDGMENT AGAINST THE CITY OF YAKIMA ASSIGNED TO THE HONORABLE SUSAN L. HAHN JUDGMENT SUMMARY Representative Plaintiffs and Class Members, as defined in the Court Order entered in this action on April _, 2001. Attorneys for Judgment Creditor: Gordon, Thomas, Honeywell, Malanca, Peterson & Daheim LLP Albert R. Malanca John C. Guadnola Kenneth G. Kieffer Bradley B. Jones Timothy L. Ashcraft Judgment Debtor: JUDGMENT - 1 of 3 (NO. 99-2-00611-8) [1240135 v3] City of Yakima LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 88401-1157 (253) 620-6500 - FACSIMILE (253) 620-6565 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Amount of Judgment: $13,000,000.00 interest Owed To Date: -0- Tapable Costs And Fees: -0- This matter came before the Court pursuant to and in accordance with that certain Settlement Agreement given final approval by the Court on , 2003. The Court having presided over this matter since its filing, having reviewed and approved the Settlement Agreement, and being fully advised in the premises, it is hereby ORDERED that the Plaintiffs and Class Members be and the same hereby are granted �, nnn nnn 00 r rh;,teen Million Dollars) against the City of ,IUDG�R ^' i in the amount of $13,000,000. 0 (Th�rt Yakima. DONE IN OPEN COURT this day of , 2003. The Honorable Susan L. Hahn, Superior Court Judge Presented By: GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP Bradley B. Jones, WSBA 17197 John C. Guadnola, WSBA No. 08636 By: Attorneys for Plaintiffs and Class Members JUDGMENT - 2 of 3 (NO. 99-2-00611-8) [1240135 v3] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA. WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 820-6585 2 3 4 5 6 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 *1g PRESTON GATES & ELLIS Thomas H. Wolfendale, WSBA 03776 and DANIELSON HARRIGAN & TOLLEFSON Timothy Leyh, WSBA 14853 By: Attorneys for the City of Yakima BROWN REAVIS & MANNING Stephen J. Tan, WSBA 22756 By: Attorneys for Del Monte Corporation JUDGMENT - 3 of 3 (NO. 99-2-00611-8) [1240135 v3] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 96401.1157 (253) 620-6500 - FACSIMILE (253) 620-6565 1 2 3 4 5 J 6 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 26 SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED and KAREN MURPHY, et al., Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, and WASTEWATER DIVISION OF THE DEPARTMENT OF ENGINEERING AND UTILITIES, a discrete governmental agency or unit of the City of Yakima, and DEL MONTE CORPORATION, a New York corporation, Defendants. NO. 99-2-00611-8 STIPULATION AND ORDER OF DISIVIISSAL ASSIGNED TO THE HONORABLE SUSAN L. HAHN HEARING DATE: October 10, 2003 Pursuant to the stipulation of the parties to the above -captioned action, as evidenced by the signatures of their respective counsel below, and in accordance with the Settlement Agreement given final approval by this Court on , 2003, it is hereby ORDERED, ADJUDGED AND DECREED as follows: 1. Except to the extent necessary to permit the Court to exercise the continuing jurisdiction described below, and without impacting the validity or enforceability of the Judgment entered against the City of Yakima in this matter or the ability of Representative STIPULATION AND ORDER OF DISMISSAL - 1 of 4 (NO 99-2-00611-8) [1240129 v6] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 620-6500 - FACSIMILE (253) 620-6565 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 Plaintiffs and Class Members to recover on unsatisfied portions of the Judgment above and beyond that subject to execution against the City of Yakima and Del Monte Corporation, a New York corporation, all "claims" of Plaintiffs and Class Members (as "claims" is defined in the Settlement Agreement) shall be and the same hereby are DISMISSED WITH PREJUDICE and without costs. 2. Notwithstanding the foregoing dismissal of claims against the City and Del Monte Corporation, this Court retains jurisdiction over this matter for the following purposes: (a) determining the reasonable fees and costs to be awarded to Plaintiffs' counsel; (b) approving a method of allocating net settlement proceeds among class members and a procedure for administering claims submitted by class members; (c) overseeing the administration of claims submitted by class members and, to the extent permitted or required by the approved procedure, resolving disputes about the allowance, disallowance or amount of any such claims ; and (d) overseeing the distribution of settlement funds to class members. 3. This Court's retained jurisdiction shall extend to any and all monies recovered on behalf of the Class, whether by way of settlement or enforcement of a judgment, from any of the City's insurers, 4. The Judgment entered in this matter pursuant to and in accordance with the Settlement Agreement given final approval by the Court on , 2003, is and STIPULATION AND ORDER OF DISMISSAL - 2 of 4 (NO 99-2-00611-8) [ 1240129 v6] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 620.6565 1 2 3 A Y 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 shall remain in full force and effect in accordance with its terms; provided, however, that the City of Yakima shall not be subject to execution of judgment in excess of Seven Million Dollars ($7,000,000.00) as set forth in the Settlement Agreement. Neither the dismissal with prejudice of claims against the City of Yakima and Del Monte Corporation nor any other provision of this Order shall have any impact of any nature whatsoever on such Judgment. • 5. This Order shall not limit, prejudice or in any way affect any action brought or he the City Yakima or Representative Plaintiffs or Class Members for the to Lr brought by xxta, �.asJ of : e.,�,,,,» .,� by Representative purpose of recovering proceeds of insurance policies issued in favor of the City of Yakima. The City shall remain a party to this action to the extent necessary to prevent any such limitation, prejudice or other effect but the City's status as a party shall not in any way affect the dismissal with prejudice of all claims the Plaintiffs and Class Members brought or could have brought against it in this action. DONE ;N OPEN COURT this day of , 2003. The Honorable Susan L. Hahn, Superior Court Judge STIPULATION AND ORDER OF DISMISSAL - 3 of 4 (NO. 99-2-00611-8) [1240129 v6] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 820.8500 - FACSIMILE (253) 820-8585 2 3 4 5 6 7 8 9 10 11 12 1w 15 16 17 18 19 20 21 22 23 24 25 26 The parties to the above -captioned action, by and through their respective attorneys of record, hereby stipulate and agree to entry of the foregoing Order of Dismissal. GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP Albert R. Malanca, WSBA 01226 John C. Guadnola, WSBA 08636 Kenneth G. Kieffer, WSBA 10850 Bradley B. Jones, WSBA 17197 Timothy L. Ashcraft, WSBA 26196 By: Attorneys for Plaintiffs and Class Members Dated: , 2003. STIPULATION AND ORDER OF DISMISSAL - 4 of 4 (NO 99-2-00611-8) [1240129 v6] PRESTON GATES & ELLIS Thomas H. Wolfendale, WSBA 03776 and DANIELSON HARRIGAN & TOLLEFSON Timothy Leyh, WSBA 14853 By: Attorneys for the City of Yakima Dated: , 2003. BROWN REAVIS & MANNING Stephen J. Tan, WSBA 22756 By: Attorneys for Del Monte Corporation Dated: , 2003. LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2100 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 820-6500 - FACSIMILE (253) 820-8565 4 3 4 5 6 7 8 9 10 11 12 13 15 16 17 18 19 20 21 22 23 24 25 26 SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED and KAREN MURPHY, husband and wife, et al., Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, et al., Defendants/Third Party Plaintiffs, v. CITY OF UNION GAP, a Washington municipal corporation, et al., Third P . Defendant. NO. 99-2-00611-8 NOTICE OF PROPOSED FINAL SETTLEMENT AND PLAN OF DISTRIBUTION ASSIGNED TO THE HONORABLE SUSAN L. HAHN IMPORTANT LEGAL NOTICE This Notice may affect your legal rights. Please read carefully. I. YOU MAY BE ELIGIBLE TO RECEIVE A SHARE OF CASH BENEFITS FROM A PROPOSED SETTLEMENT You may have been previously notified that you may be a member of the certified class described below in a lawsuit against the City of Yakima and Del Monte Corporation NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 1 of 18 (99-2-00611-8) [ 1241104 v8.doc] LAW OF ICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 08401-1157 (253) 820-8.500 - FACSIMILE (253) 520-8565 1 ) 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 concerning odors from the Yakima Regional Wastewater Treatment Plant and adjacent Industrial Sprayfields (collectively the "Treatment Plant"). THIS NOTICE IS . A J �riiii �i.:TT' �'� T�? e T E e R T TER NOTTC.F., AND MAY AFFECT YOUR RIGHTS. A. Summary of Class Membership_ The Court has previously ruled that the following people and' entities are class members: DEFINITION OF THE CLASS ALL PERSONS, INCLUDING MINORS AND BUSINESS ENTITIES, WHO, AT ANY TIME SINCE JUNE 30, 1990 HAVE RESIDED IN AND/OR OWNED RESIDENTIAL REAL PROPERTY IN THE AREA DEPICTED ON THE MAP ATTACHED AS EXHIBIT A. B. Purpose of the Notice. The purpose of this Notice is to inform you of: • The status of the lawsuit; • The essential terms of a proposed settlement with the City of Yakima, owner and operator of the Treatment Plant. The settlement will also resolve claims against Del Monte Corporation; � which '11 4 to class • The essential terms of a Plan of Distribution, will govern payment members of the net proceeds of all settlements; • The requirement that you file a Proof of Claim Form in order to share in the proposed Settlement Funds; • The time and place of two meetings Class Counsel will,hold for class members to answer questions about the settlement and proposed Plan of Distribution and to assist in completing Proof of Claim Forms; • The hearing to be held by the Court to consider final approval of the proposed settlement and Plan of Distribution; NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 2 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUf7E 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 620-6500 • FACSIMILE (253) 620-6565 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 • Your rights and obligations as a result of this lawsuit and the settlement, and steps you may take in relation to the settlement and this class action litigation. • Summary of Options and Deadlines. As a class member, you may choose to: • Receive a portion of cash benefits of the proposed settlement. (To share in the benefits of the proposed settlement, you must mail a Proof of Claim form by December 15, 2003. For more on filing a claim, read Section IV); • Object to the proposed settlement or plan of distribution. (To object, you must mail a written objection by November 14, 2003. For more on objecting, read Section IV). • Do Nothing. (If you do nothing, you will be bound by the terms of the settlement, including releasing any and all claims you may currently have against the City of Yakima and Del Monte concerning the Treatment Plant, but will receive no cash benefits). By prior Notice, if you owned property or resided in the class area prior to July 2001 you were given an opportunity to exclude yourself from the class; therefore, you may no longer exclude yourself and you will be bound by the settlement if it is approved by the Court. However, those who are class members solely because they acquired property or moved into the Class Area between July 2001 and October 10, 2003 ("New Class Members") may choose to exclude themselves from the lawsuit. To do so, a New Class Member must file a request for exclusion, in which case he or she will not be eligible to receive a share of the cash benefits and will not be bound by the terms of the settlement. (New Class Members may exclude themselves from the lawsuit by requesting an exclusion form in writing by November 1, 2003 and mailing it to Class Counsel by November 14, 2003. For more detail, read Section IV). NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 3 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE 80X 1157 TACOMA, WASHINGTON 88401.1157 (253) 620-6500 • FACSIMILE (253) 6208585 1 2 5 6 7 6 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 11. orr rTATe nr TLTZi T kW/QUIT Ai $J� x".9: PAZ, £ The claims in the lawsuit against the City of Yakima and Del Monte were described in the first Notice you received. If you want to receive another copy of that original Notice, please refer to Section VI of this Notice. If you did not already file a timely exclusion from the class and you fall within the definition of the class, you are a class member. On April 19, 2001, the Court ruled that the claims against the City and Del Monte would be certified as a class action. The parties proceeded to engage in lengthy discovery involving hundreds of thousands of pages of documents, depositions of dozens of factual witnesses, and the work of nearly a dozen expert witnesses. The parties also filed, and the Court ruled upon, dozens of motions directed at a variety of issues. Prior to class certification the City of Yakima and Del Monte entered into their own settlement agreement. In return for Del Monte paying Yakima $500,000 and agreeing to other expenses and activities designed to close down the Industrial Spray -fields and reduce odors, Yakima agreed to assume any liability Del Monte had to the Class Members in this lawsuit. In October of 2001 the City of Yakima sued the City of Union Gap, claiming that collection an transportation facilities owned by Union Gap contributed to the alleged sewer I,VllGliliWi and ucuaoYv...4.+�... odors Class Members claimed to experience. The plaintiff class never sued Union Gap directly. Nonetheless, the City of Union Gap agreed to settle with the class for $200,000 in order to avoid the expense and uncertainty of being a party to the lawsuit. The settlement with the City of Union Gap provides that the net proceeds of that settlement will be distributed only to class members living or owning residential property south of Valley Mali Boulevard. In August of 2001 the City of Yakima sued four (4) insurance companies, claiming the policies the companies issued to Yakima covered the claims made in this lawsuit by the class. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 4 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SLATE 2200 POST OFFICE BOX 1957 TACOMA, WASHINGTON 98401-1157 (253) 820-8600 - FACSIMILE (253) 8248585 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 A federal judge ruled in favor of the insurance companies and dismissed Yakima's lawsuit. That decision is currently on appeal to the Ninth Circuit Court of Appeals. In April of 2003, Class Counsel filed a separate lawsuit on behalf of the class against the same insurance companies. In that lawsuit the class seeks an order that the claims for damages caused by the Treatment Plant are covered by the terms of the policies. That lawsuit will be heard in Yakima County Superior Court. No trial date has been set. Trial in this lawsuit was scheduled to begin on March 3, 2003. However, on February 15, 2003, the Court certified an issue for appeal. The Court of Appeals accepted the appeal in May 2003. This delayed the trial indefinitely. In the absence of a settlement, it is unlikely the trial would occur sooner than the late fall of 2004. In September 2003, the named class representatives and attorneys for the class reached a settlement agreement with the City of Yakima, described below. On October 10, 2003, Judge Susan L. Hahn, who has presided over this case for more than four years, preliminarily approved the proposed settlement with the City of Yakima and the proposed release of claims against Yakima and Del Monte. The Court will hold a hearing (the "Fairness Hearing") in the Courtroom of Judge Susan L. Hahn, Superior Court of Yakima County, at 128 North Second Street, Yakima, Washington at 9:00 a.m. on November 21, 2003, to determine whether, as recommended by both Class Counsel and the class representatives, the Court should finally approve the proposed settlement with the City of Yakima. At that same hearing, the Court will consider final approval of the Plan of Distribution for all the settlement proceeds (see Section V below) and may consider Class Counsel's request for reimbursement of costs and an award of attorneys' fees. TO RECEIVE A SHARE OF THE SETTLEMENT BENEFITS, YOU MUST MAIL THE ATTACHED PROOF OF CLAIM FORM, POSTMARKED ON OR NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 5 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98101.1157 (253) 8208500 - FACSIMILE (253) 6208585 BEFORE DECEMBER 15, 2003, TO CLASS COUNSEL (SEE SECTION IV FOR MORE DETAILS). III. THE SETTLEMENT A settlement has been reached in the litigation between plaintiffs and defendant the City of Yakima. The settlement will end all claims in the lawsuit against both the City of Yakima and Del Monte. That settlement is embodied in a Settlement Agreement which is on file with the Court. Class Counsel believe that this settlement is fair, adequate, reasonable, and in the best interest of the class. The Court has preliminarily approved the settlement. The terms of the settlement are summarized below. You may obtain a copy of the Settlement Agreement from Class Counsel at the address provided in Section VI, below, and are encouraged to do so if you have any questions about the exact terms of the settlement. A. Establishment of Common Fund. Plaintiffs and defendant City of Yakima have entered into a proposed settlement. Under the terms of the settlement, the City of Yakima agrees to the entry of a judgment against it for $13,000,000. Following Final Approval of the settlement the City will pay $7,000,000 into the trust account of Class Counsel, and will have no further financial obligation to the Class Members. Amounts between $7 million and $13 million can only be collected from Yakima's insurance companies. The City of Yakima will continue its appeal of the dismissal of its claims against its insurers and the class will continue its separate lawsuit against the same insurers in Yakima County Superior Court. The City of Yakima and the class agree to cooperate in their suits against the insurers, and have agreed on a formula for distributing any money the City or the class receive from any settlement with or judgment against the insurers. Under that formula the City of Yakima receives the first $500,000, the class receives the next $500,000, the class receives 80% and Yakima 20% of any amounts between $1 and $3 NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 6 of 18 (99-2-00611-8) [1241104 v8.docj LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON 8. DAHEIM LLP 1201 PACIFIC AVENUE, SUfTE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-3500 • FACSIMiLE (253) 620.5565 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 million, and the class and the City share equally in any amounts over $3 million. Ultimate recovery of any amount above $7 million depends upon Class Counsels' and the City of Yakima's success in pursuing such claims. At this point, it is uncertain what amounts, if any, Class Counsel or the City will obtain from these insurance companies for the benefit of the class. B. Release of Claims Against the City of Yakima and Del Monte. Upon Court approval of the settlement and entry of the final court order dismissing claims against the City of Yakima and Del Monte, you and all other class members will be releasing all claims you may have for acts or omissions of the City of Yakima and Del Monte concerning the Treatment Plant prior to the date of final approval of the settlement. In addition, the settlement limits a future type of property damage claim, called inverse condemnation or "takings," to situations where there is additional activity by the City of Yakima that causes an increase in odors over the level that has existed for the last three years. The limit on future inverse condemnation or "takings" claims will bar current and future property owners and residents from pursuing claims for such damages incurred prior to November 21, 2003. The City of Yakima intends to file a copy of the Settlement Agreement with the Yakima County Assessor's Office. A reference to the Settlement Agreement may appear on property records. Class members are advised that Washington law imposes a duty on sellers of residential property to inform buyers of any important information that may affect a buyer's decision to purchase the property. The fact that this odor lawsuit occurred and the basic terms of the settlement may be the type of information the law would require a seller to disclose. Class members are encouraged to either disclose the fact of the lawsuit and settlement at the time they sell their property or consult with a lawyer regarding any disclosure obligations. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 7 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE 80X 1157 TACOMA. WASHINGTON 88101-1157 (253) 620$500 - FACSIMILE (253) 820-6585 1 2 3 4 5 6 7 8 9 10 11 19 13 14 15 16 17 18 19 20 21 22 23 24 25 26 C. Attorneys' Fees and Costs. Class Counsel intend to seek reimbursement from the Common Fund for costs advanced during the litigation on behalf of the class and for the costs of administering the settlement. Class Counsel will also seek one-third of the net settlement (the total settlement amount minus litigation and administration costs) as payment of legal fees. To date, Class Counsel have spent some five years working on behalf of the class and have received no payment for their services. To date, Class Counsel have spent more than $1 million on litigation costs (deposition transcripts, copying costs, etc.) without being reimbursed for any of those payments. The fee requested by Class Counsel would compensate them for their efforts in achieving a settlement fund for the benefit of the class, and for their risk in undertaking this representation on a contingency basis for the last five years. If approved by the Court, the fee request would be within the range of fees awarded to plaintiffs' counsel under similar circumstances in litigation of this type. The actual amount awarded Class Counsel for fees and costs will be determined by the Court. No funds will be distributed to Class Counsel at this time. D. Conditions of the Settlement. This settlement is conditioned upon the Court's Final Approval of the settlement, which will be determined at the Fairness Hearing on November 21, 2003. If the Court does not grant Final Approval of the Settlement, the Settlement Agreement might be terminated, and, if terminated, will become null and void, and the parties to the Settlement Agreement will be restored to the respective positions they held before the Settlement Agreement was signed. IV. OPTIONS FOR CLASS MEMBERS Option # 1: Agree to Proposed Settlement. IN ORDER TO RECEIVE A SHARE OF THE CASH BENEFITS OF THE SETTLEMENT, YOU MUST COMPLETE AND DELIVER TO CLASS COUNSEL A NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 8 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 88401-1157 (253) 620-6500 • FACSIMILE (253) 620-6565 A 2 3 4 5 6 7 8 9 10 11 12 1' 15 16 17 18 19 20 21 22 23 24 25 26 PROOF OF CLAIM FORM ON OR BEFORE DECEMBER 15, 2003. (A blank Proof of Claim Form is attached to this Notice for your use.) ANY CLASS MEMBER WHO FAILS TO PROPERLY COMPLETE A PROOF OF CLAIM FORM AND DELIVER IT TO CLASS COUNSEL BY THE DEADLINE WILL NOT RECEIVE ANY SHARE OF THE CASH BENEFITS OF THIS SETTLEMENT BUT WILL STILL BE BOUND BY THE SETTLEMENT AGREEMENT. Class members who support the proposed City of Yakima settlement and the proposed Plan of Distribution do not need to appear at the Court's Fairness Hearing but may submit written statements of support to the Court by November 14, 2003. B. Option # 2: Object to Proposed Settlement. Objections by class members to the proposed settlement and/or the Plan of Distribution will be considered by the Court, but only if the person raising such objections mails to Class Counsel, no later than November 14, 2003, at the address set forth in Section VI, below, a written statement of his or her objections and the legal and/or factual bases for those objections. The written statement of objections must: (1) bear the case name and cause number (Murphy, et al. v. City of Yakima, et al., Civil Action Number 99-2-00611-8); (2) be identified as an "OBJECTION TO PROPOSED SETTLEMENT" or "OBJECTION TO THE PLAN OF DISTRIBUTION;" and (3) contain the name, address, and telephone number of the objecting party and his or her attorney, if any. Any person who properly delivers a written statement of objection as specified herein may appear at the Fairness Hearing in person or through counsel to show cause why the proposed settlement with the City of Yakima, and/or the Plan of Distribution, should not be approved as fair, adequate and within the realm of reasonableness. As long as an objection is properly delivered as set forth above, the Court will consider it even if the objecting party is not present at the hearing. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 9 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2290 POST OFFICE BOX 1157 TACOMA, WASHINGTON 86101.1157 (253) 620-6500 - FACSIMILE (253) 620-6565 1 No objection, and no pleadings or papers relating to any objection, shall be heard 2 or considered by the Court unless the objecting party has fully complied with the A 5 6 7 3 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 of the plaintiff class who �IAOC nA¢ requirements of the paragraph above. Any member the Yves net of objections the manner specified herein shall properly deliver a written statement objec ions in specified be deemed to have waived any and all objections for all purposes. 'Attendance at the hearing is not necessary; however, class members wishing to be heard orally in opposition to the Proposed Settlement and/or the Plan of Distribution should indicate in their written objection their intention to appear at the hearing. C. Persons or Entities Who are Class Members Solely Because They Moved into or Acquired Property in the Class Area After July 2001, Have the Option to Remain a Class Member or Opt Out of the Proposed Settlement. If you are a class member solely because you moved into the class area between July 2001 and October 10, 2003 and had not previously lived in the class area since June 30, 1990 and/or because you acquired property within the class area between July 2001 and October 10, 2003 and had not previously owned property in the class area since June 30, 1990, then you are a "New Class Member" and have an opportunity to exclude yourself from the Class. New Class Members may obtain a request for exclusion fonsi by mailing a written request for the form to Class Counsel: at the address below, postmarked on or before November 1, 2003. Yakima Treatment Plant Class Action Lawsuit Office of the Claims Administrator P.O. Box 1653 Tacoma, WA 98401-1653 In order to exclude yourself, you must return the completed exclusion form by mail, postmarked no later than November 14, 2003. If you do not file an exclusion form, you will be a Class Member and will be bound by the terms of the Settlement Agreement. NOTICE OF FINAL STLMNI'/PLAN OF DISTRIBUTION - 10 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 88401.1157 (253) 6208500 • FACSIMILE (253) 0204565 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 If you are a New Class Member and choose to exclude yourself, you will have no rights under the Settlement, you will not share in the distribution of any Settlement Fund and you will not be bound by any settlement or judgment concerning the City of Yakima or Del Monte in this action. You will be free to pursue whatever legal rights you may have, if any, against the City of Yakima or Del Monte at your own expense and on your own behalf. V. PROPOSED PLAN OF DISTRIBUTION The proposed Plan of Distribution for the settlement with the City of Yakima and Del Monte provides that the net settlement funds (the total amount of funds received from the City of Yakima, Union Gap, and any of Yakima's insurers after deduction of Court -approved litigation costs and attorneys' fees) will be distributed as follows. A. Class Representative and Original Plaintiff Payments. The lawsuit was initially filed in the names of almost 200 individuals. Approximately 140 submitted answers to written questions (the "Original Plaintiffs"). As compensation for their time and services Class Counsel recommend that each Original Plaintiff receive $1,000. Approximately twenty of the Original Plaintiffs were also interviewed or deposed by lawyers for the City of Yakima or Del Monte (the "Deposed Plaintiffs"). Class Counsel recommend that Deposed Plaintiffs receive an additional $1,500 as compensation for their additional time and services, for a total compensation of $2,500. Once the case was certified as a class action in April 2001, this lawsuit was led by the efforts of eight individuals (the "Class Representatives"). The Class Representatives pursued the lawsuit in their individual names, on behalf of themselves and the entire class they represent. They were deposed multiple times, attended numerous meetings and court NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 11 of 18 (99-2-00611-8) [1241104 v8 doe] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 06401.1157 (253) 620-8500 • FACSIMILE (253) 620-6585 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 hearings, and participated in three separate mediations. Class Counsel recommend that each Class Representative receive an additional $7,500 as compensation for their additional time and services, for a total compensation of $10,000. B. Creation of Personal Nuisance Fund and Property Damage Fund. As described in more detail below, the remaining net settlement funds will be allocated seventy percent (70%) to personal nuisance damages (the "Personal Nuisance Fund"), percent (30%) to property damages (the "Property Damage Fund"). and thirty ar-�_-____ �_ � property _ The Personal Nuisance Fund will be distributed pro rata to those class members who submit valid Proof of Claim forms (or who are identified on such forms) showing that they resided in the class area between June 1995 and October 10, 2003 (the "Personal Nuisance Class Period"). The Personal Nuisance Class Period is shorter than the Property Damages Class Period because the time periods applicable to legal claims for personal nuisance -type damages are shorter than time periods for property damages.. Allocations of the Personal Nuisance Damages Fund will be based on the length of residency, subject to adjustments of greatest Treatment Plant and proximity to the discussed below that reflect the years blca�idij� Plant odors --- proximity Treatment Plant. The Property Damages Fund will be distributed to class members who submit valid Proof of Claim forms showing that they owned property within the class area between June 30, 1990 and October 10, 2003 (the "Property Damages Class Period"). The formula for allocating these funds among the various claimants uses the 2003 Yakima County Assessor's Office assessed value of each claimant's property. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 12 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SURE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 820-6500 - FACSIMILE (253) 620.8565 2 3 4 5 6 7 8 9 10 11 12 • 15 16 17 18 19 20 21 22 23 24 25 26 The allocation formula for property damages looks at the length of time during the Property Damages Class Period that a claimant owned a specific piece of property in relation to the assessed values and periods of ownership of all other properties of all other claimants. If two or more claimants owned a single property during the Property Damages Period, the funds allocable to that property shall be divided between the claimants based on the periods.in which they each owned the property. As discussed below, allocations of the Property Damages Fund, like allocations of the Personal Nuisance Damages Fund, will be adjusted to reflect the time period during which a claimant owned a particular piece of property and the proximity of that property to the Treatment Plant. In the case of properties on which homes were constructed during the Property Damages Period, Yakima County Assessor records will be used to determine assessed value before and after the construction. Claimants who owned such properties will receive a distribution based on the value of the unimproved land until the year in which the new home was constructed. From the year in which the Yakima County Assessor's Office's data reflects that the home was completed, distribution from the Property Damages Fund will be calculated on the total assessed value of the property and improvements. C. Treatment Plant Impacts Multiplier. In determining the amounts to be distributed from both the Personal Nuisance and Property Damage Funds for each year, a weighting approach will be used to account for the periods when the Treatment Plant caused the greatest relative impacts. Information obtained in preparation for trial and from the work of plaintiffs' real estate, economic and odor experts indicate that the Treatment Plant had the most severe odor impact on the Class Area during NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 13 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98101.1157 (253) 8208500 • FACSIMILE (253) 620-0585 1 2 3 4 5 6 7 A 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 the period from June 1995 through October 2000. Therefore, each month during those years will be given a "time/impact adjustment" value of 3. Each month in the periods June 30, 1990 through May 1995 and November 2000 through October 2003 will be given a "time/impact adjustment" value 1. This means, for example, that a person owning property for two years Ja��1a.. of�---� between June 1990 and June 1995 would receive from the Property Damages Fund one-third (1/3) of the amount that a person owning that same property for two years between June 1995 and June 2000 would receive. An identical weighting approach will be used for computing allocations of the Personal Nuisance Damages Fund. Each month from June 1995 to October 2009 will be �: t adjustment" value of 3. Each month in the period from November 2000 given a tlliieitiTipa�� adjustment" through October 2003 will be given a "time impact adjustment" value of 1. Again, everything else being equal this means a person who, for example, lived in the class area for two years between 1995 and 2000 will receive an award from the Personal Nuisance Damages Fund three times greater than a person who lived there for two years after November 2000. The final calculation and precise allocation of the Property Damages Fund and the Personal Nuisance Damages Fund can only be calculated after Proof of Claim forms have been received and verified. Those final calculations will depend on the total number of valid claimants, the assessed values of their properties, the periods in which they resided in or owned properties in the class area, and the proximity of their various properties to the Treatment Plant. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 14 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 48401.1157 (253) 820.8500 • FACSIMILE (253) 8208565 2 3 4 5 6 7 8 9 10 11 12 15 16 17 18 19 20 21 22 23 24 25 26 D. Proximity Impact Allocation In addition to causing greater impacts during certain years, the Treatment Plant also caused relatively greater impacts to those properties and residents in closer proximity to the Treatment Plant. To account for the proximity impact, the proposed Plan of Distribution divides the class area into three geographic Zones. The boundaries of each Zone are based on the results of computerized modeling of wind patterns done by plaintiffs' experts and on the other work of the experts. The Zones are designed to correspond to the varying degrees of odor impacts caused by the Treatment Plant in different parts of the class area. The portion of the class area closest to the Treatment Plant and subject to the most severe odor impacts is identified as Zone 1 on the attached map. Zone 2 includes the northwest corner of the class area and an area from Valley Mall Boulevard north to the boundary of Zone 1. The portion of the class area south of Valley Mall Boulevard is identified as Zone 3. The computer modeling and expert analysis used to determine the boundaries of the Zones are also used to determine the relative adjustments appropriate to each Zone. The expert concluded that a release of odors from the Treatment Plant that was rated as having an intensity of 5 in Zone 1 would have an intensity of 2 in Zone 2 and an intensity of 1 in Zone 3. The Proximity Adjustment will maintain this relative ratio between individuals and properties in the three Areas (5/8th in Area 1, 218th in Area 2, and 118th in Area 3) regardless of the rate at which individuals return Proof of Claim Forms from each Area. In summary, and all things being equal, if a person in Zone 1 receives $500, a similarly situated person in Zone 2 will receive $200 and a similarly situated person in Zone 3 will receive $100. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 15 of 18 (99-2-00611-8) [1241104 v8.docj LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA. PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 88401.1157 (253) 820-0500 - FACSIMILE (253) 820-8565 1 2 3 A 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 E. Money From Union Gap Settlement. Plaintiffs' Counsel will request fees and costs, and whatever amount the Court awards will be computed as a percentage of the aggregate $7.2 million in settlement funds. Both funds will then be reduced by the same percentage, to assure that the class members in the north do not carry a disproportionate share of the costs of the litigation. Once the net value of the Union Gap settlement has been determined, the funds will be distributed among claimants living or owning property in Zone 3. The calculations will be identical to the calculations for distributing the of Yakima's settlement, except that each claim will be valued as used I:�'r �zos, City of Yakima's a percentage of the total of Zone 3 claims instead of as a percentage of the total of claims from all three Zones. VL ADDITIONAL INFORMATION Class Counsel will also hold two meetings for Class Members concerning the proposed settlement. At those meetings, Class Counsel will answer questions about the Settlement Agreement and proposed Plan of Distribution and also offer assistance in completing Proof of Claim Forms. The meeting for Class Members are scheduled to occur as follows: Wednesday, November 5, 2003 at 7:00 p.m. St. Joseph's Bingo Hall Thursday, November 6, 2003 at 7:00 p.m. St. Joseph's Bingo Hall Spanish translators will be present at the second, (November 6) meeting. Any questions you have concerning the matters contained in this notice (and any corrections or changes of name or address) should NOT be directed to the Court but should be directed to Class Counsel at the following address and/or telephone number: Yakima Treatment Plant Class Action Lawsuit P.O. Box 1653 Tacoma, WA 98401-1653 NOTICE OF FINAL STLMNi/PLAN OF DISTRIBUTION - 16 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 620-6500 - FACSIMILE (253) 820-6585 1 2 3 4 5 6 7 8 9 10 11 12 1 15 16 17 18 19 20 21 22 23 24 25 26 1-877-347-4780 The pleadings, the Settlement Agreement, and other records in this litigation may be examined and copied at any time during regular office hours at the office of the Clerk, Superior Court, Yakima County Superior Court, 128 North Second Street, Yakima, Washington. You may also obtain these documents from Class Counsel at the address listed above. VII. REMINDER AS TO TIME DEADLINES 1. In order to participate in the settlement, you must complete and send a Proof of Claim Form to Class Counsel at the address set forth in Section V, by mail postmarked on or before December 15, 2003. If you wish to object to the proposed settlement and/or the proposed Plan of Distribution, you must send an objection to Class Counsel in the manner described in Section III.B above, by mail postmarked on or before November 14, 2003. 2. If you are a New Class Member, you can exclude yourself from this lawsuit by sending your request for and returning an exclusion form to Class Counsel as described in Section III C above, by mail postmarked on or before November 14, 2003. 3, The Court will hold a Fairness Hearing in the Courtroom of Judge Susan L. Hahn, Superior Court of Yakima County, at Yakima County Courthouse, 128 North Second Street, Yakima, Washington at 9:00 a.m. on November 21, 2003, to determine whether, as NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 17 of 18 (99-2-00611-8) [ 1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 820-8500 - FACSIMILE (253) 620.6565 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1! 18 19 20 21 22 23 24 25 26 recommended by both Class Counsel and the class representatives, it should finally approve the proposed settlement and the Plan of Distribution. DATED this day of October, 2003. SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY By: Clerk of the Court Yakima County Superior Court 128 North Second Street Yakima, Washington Enclosure: Map of Class Area Proof of Claim Fnrm NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 18 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1159 TACOMA. WASHINGTON 98401.1157 (253) 620-6500 • FACSIMILE (253) 6204565 Yakima Class Area 0 Yakima Class Area Zone 1 Zone Zone 3 02 04 Miles Mundy Associates LLC (9/2003) 98-1203 1 2 3 4 5 6 7 8 9 10 11 12 1:4 15 16 17 18 19 20 21 22 23 24 25 26 SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED and KAREN MURPHY, husband and wife, et al., Plaintiffs, v. CITY OF YAKIIvMA, a Washington municipal corporation, et al., Defendants/Third Party Plaintiffs, v. CITY OF UNION GAP, a Washington municipal corporation, et al., TO: Third P . Defendants. NO. 99-2-00611-8 PUBLISHED NOTICE OF PROPOSED FINAL SETTLEMENT AND PLAN OF DISTRIBUTION ASSIGNED TO THE HONORABLE SUSAN L. HAHN HEARING DATE: October 10, 2003 THIS NOTICE MAY AFFECT YOUR RIGHTS PLEASE READ CAREFULLY ALL PERSONS, INCLUDING MINORS AND BUSINESS ENTITIES, WHO SINCE JUNE 30, 1990 HAVE RESIDED IN AND/OR OWNED RESIDENTIAL PROPERTY IN THE AREA DEPICTED ON THE MAP BELOW ("CLASS MEMBERS'). PUBLISHED NOTICE RE SETTLEMENT & DISTRIBUTION - 1 of 3 (99-2-00611-8) [ 1241286 v7.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA. PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 820.8500 • FACSIMILE (253) 820.8585 1 2 3 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENTS DESCRIBED IN THIS NOTICE. f S that the n ove=c t;,,„m lawsuit has been A prior published notice uu�iiueu you �' >,-..-�up certified as a class action. Plaintiffs allege that odors originating from the Yakima Regional Wastewater Treatment Plant and adjacent Industrial Sprayfields have injured the named plaintiffs and all other Class Members. The Court has given preliminary approval to a settlement with defendant City of Yakima that will end the lawsuit against the City of Yakima and Del Monte Corporation. In addition, a Plan of Distribution for the net proceeds of all settlements has been proposed. A hearing will be held in the courtroom of Judge Susan L. Hahn, Superior Court of Yakima County, at 128 North Second Street, Yakima, Washington, at 9:00 a.m. on November 21, 2003, to determine whether the proposed settlement should be approved by the Court as fair, reasonable and adequate, and whether the Court should approve the Plan of Distribution. Even if the Court approves the settlement, no distribution of any funds will be made until a later date. To share in the cash benefits of the proposed settlement you must be a class member and you must complete a Proof of Claim Form that can be obtained from Class Counsel, by writing or calling: Yakima Treatment Plant Class Action Lawsuit Claims Administrator P.O. Box 1653 Tacoma, WA 98401-1653 1 (877) 347-4780 Class Members who owned property or resided in the class area prior to July, 2001 were given an opportunity to exclude themselves from the classes, and may no longer do so. They will be bound by the settlement if it is approved by the Court. Those who are class PUBLISHED NOTICE RE SETTLEMENT & DISTRIBUTION - 2 of 3 (99-2-00611-8) [ 1241286 v7.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SURE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 08601.1157 (253) 8209500 • FACSIMILE (253) 1320-85155 1 3 4 5 6 7 8 9 10 11 12 1"A 15 16 17 18 19 20 21 22 23 24 25 26 members solely because they acquired property or moved into the class area between July 2001 and October 10, 2003, may exclude themselves from the lawsuit. Those Class Members may obtain a request for exclusion form by written request to Class Counsel at the address above. IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT FUNDS. If you believe you are or may be a member of the class and you have not yet received in the mail the full Notice of Proposed Final Settlement and Plan of Distribution, you may obtain copies of these documents by writing to or calling the Claims Administrator at the address or phone number specified above and identifying yourself as a potential member of the Class. Lawyers for the class will hold two meetings for class members to explain the terms of the settlement in detail, describe the proposed plan for distributing net settlement proceeds to Class Members, assist in completing claim forms and answer any questions. The meetings for Class Members will occur: Wednesday, November 5, 2003 at 7 p.m. at St. Joseph's Church bingo hall. and Thursday, November 6, 2003 at 7 p.m. at St. Joseph's Church bingo hall. Spanish translators will be present at the second (November 6) meeting. PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE FOR INFORMATION. SUPERIOR COURT OF THE STATE OF - WASHINGTON FOR YAKIMA COUNTY Clerk of the Court Yakima County Superior Court 128 North Second Street Yakima, Washington PUBLISHED NOTICE RE SETTLEMENT & DISTRIBUTION - 3 of 3 (99-2-00611-8) [1241286 v7.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITS 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 820-8500 - FACSIMILE (253) 820.8585 Yakima Class Area ►�, r„Ir.s 11 tknn 1 n .. 1 l'1111.111L 1 11 I tn,I\ In Dalton Ln E Np 15.14 14I�.1 .y1,1111 -t Botwess �'\ Birch St gimp Lia Iler I_n Mai� 0 Yakima (_Mass Area Zone 1 Zone Zone 02 04 Miles Mundy Associates LLC (912003) 98-1203 curt St 1V 'hit ' Si wmi 1 St 11. Yak ma APPRAISAL OF 1,054 Single Family Residences in Yakima and Union Gap Yakima County, Washington as of September 13, 2002 Prepared for Brad Jones and Kenneth Kiefer, Attorneys Gordon Thomas Honeywell Malanca Peterson & Daheim Report Date: November 26, 2002 by Mundy Associates LLC EXHIBIT 4 MUNDY ASSOCIATES LLC ECONOMIC, MAR5 oKETEN ANNE VALUATION AVE N.ANALYSTS 182SEATTLE, WASHINGTON 98109 (206) 623-2935 - FAX (206) 623-2985 November 26, 2002 Mr. Kenneth Kieffer Mr. Bradley B. Jones Gordon Thomas Honeywell Malanca Peterson & Daheim 1201 Pacific Ave. Suite 2200 -eeer' IV 044n1 vw Dear Sirs: Transmitted with this letter is our summary appraisal report of 1,054 residential located within a designated "class area" in the cities of Yakima and Union properties i.,.."��••Gap, Yakima County Washington. This report examines the loss of use and enjoyu ent of these properties from 1990 through 2001 as a result of persistent noxious odors emanating from the city of Yakima's Regional Wastewater Treatment Plant and its associated composting and Industrial Spray field activities. The valuation and all work performed in conjunction with it has been made in conformance with standards established by the Appraisal Institute. This is a summary report of a mass appraisal. The appraisers have invoked the departure provision of the Uniform Standards of Professional Practice (USPAP), and have not conducted an independent analysis of the highest and best use of the subject properties. The highest and best use of those properties is assumed to be their current use, which is as residential homes. The report contains a summary of the data obtained and analyzed in drawing our conclusions. All supporting documentation is retained in our files, available to you upon request. This report documents the result of analysis conducted to date. Our work is still in progress and may be supplemented with additional data and analysis. Estimates of damages due to the Wastewater Treatment Plant are subject to change as a result of ongoing research. There are various assumptions and limiting conditions stated in the front of this report that serve as an important foundation for our valuation analysis. - Based upon the information and analyses presented herein, it is my opinion that the damages to the combined 1,054 properties, as of September 13, 2002, resulting from the loss of use and enjoyment over time tals $ interest$.34 million . The before -after interest on foross of use 2002 are and enjoyment, $ 13.22 million with estimated at $4.45 million. The damages to each individual property are summarized within the body of this report. analysis for you. If you have any questions regarding It has been a pleasure preparing this it, please do not hesitate to call upon us. Sincerely, MU]VDYASSOCLATES LLC Bill Mundy, Ph.D., CRE, MAI, CEO MUNDY ASSOCIATES LLC SEATTLE, WASHINGTON TABLE OF CONTENTS i GENERAL ASSUMPTIONS ii GENERAL T Ir tITING CONDITIONS ;;; SUMMARY OF PERTINENT INFORMATION INTRODUCTION 1 1 Identification of the Subject Properties i Legal Description 1 Ownership of the Class Properties 1 Purpose of the Appraisal Intended Use of the Appraisal 16 1 Client 6 Compliance 66 Competency of the Appraiser 6 Property Interest Appraised Definition of Market Value 6 6' Research Participants and Property Inspection Date of Valuation 7 Date ofthe Report ................ / 7 -- ' Scope of the Appraisal 8 Report Type 8 REGIONAL DESCRIPTION Access .......• 8 8 Higher Education9 10 Health Care 1 0 Population Labor Market 1 111 Financial Statistics 2 13 Taxes Irrigation and Agriculture 13 13 Military Presence in Yakima County 4 15 CLASS AREA DESCRIPTION THE NATURE OF THE CONTAMINATION PROBLEM 1g 28 Chronology of Events 0 21 Record of Compliants HIGHEST AND BEST USE ANALYSIS 22 232 VALUATION ANALYSIS Approaches To Value 23 243 Impairment and Value — An Overview of the Literature Effects of Impairment on Property Values 230 5 25 Affects of Odor on Property Values 32 Lenders.. .. . ......... 33 National Lenders Survey .... ••• 37 Yakima Lenders Attitudes ...... .. . 37 Case Studies .. ............. . 38 Bremerton \\' astewater Facility 98-1203 Yakima November 22, 2002 Cedar Hills/Cedar Grove .................... . . 39 Spokane Colbert Landfill ............................................................ 40 Case Studies Summary ........................ ............................................... 41 Stigma .,.............. Intuitive Toxicology .............................. .............................. ....... ......... . . Stigma and Property Values .............................. Yakima Class Area Valuation Impairment Model .......................... ..... 7 .......... 4 Impaired Value of Subject Properties .......................... .................. .........................8 .... .48 9 Unimpaired Value of Subject Properties........................................................ 51 Companson of Class Area and ControlArea ..................•• ••• 1 Macro -Statistical Analysis of Class and Control Area Sales .................................... 5 5 Matched Pairs Analysis .•••••- •..' """ Hedonic Analysis of Class & Control Area Property Value ................................. 65 of Annual Impact on .. 60 Summary '""'•• Unimpaired Value.............................................................................. 70 Calculation of U e Amount............................................................... .....................•••••-•••••••••••."'-" 71 Calculation of Annual Damage 7� Rates Used to Calculate Damage Amounts ............•......•••.•""'... es to Class Area Properties .................... . 72 Calculation of Total Damages ... •••••••-- CERTIFICATION .••.•••-••••••••••.•-" 0 ..................................... LIST OF FIGURES 2 ......... Figure 1, Regional Location Map-..••.--.•••.--.,,.- . -••. 4 ............................ Figure 2, Subject Area Location ............••••••••••--• 5 Are Figure 3, Aerial Gloss Photograph of Class tAreatand Treatment Plant .. .. ................ Figure 4, Aerial Photograp ...................... Figure 5, Class Area Land Use ................................. •• -•.•""" ' 3 Figure 7, Stigma Summary ••-•••••••• •.•....... " 6 ............... Figure 6, Levels of Concern ............................................................ ...... 4 ....... 50 Figure 8, Selling Price to Assesed Value Ratio .........-.•••••••••••••••-•"......................... Figure 9, Class and Control Areas ..............................•.••••............ . . 52 53 Figure 10, Control Area Land Use Map .• ..... ••••• ....••• . 58 Figure 11, Median Sales Pnce............................................................ 58 .. ................... 69 Figure 12, Median Sales Price per Square Foot .............................. . Figure 13, Median Days on the Market ...............................• .... 6l Figure 14, Selling Price to Listing Pnce.................. Figure 15, Turnover Rate.... ....... . . LIST OF TABLES Table 1. Population Comparison 1980 — 2000 . Table 2. Labor Market rkenStatliima for aknna Count Table 3, Retail Sales Table 4. Effective Buying. Income in BkIncome ni iiauntyand the State Table 5 Median Household Effect in Yakima Count and the State of \\ ashinaton Table 6. Y aklln.. Irrigation Proiect Statistics . 10 11 12 of Washington 12 13 .. 14 9F-1203 Yakima m canner 22, 2002 Table 7, Socio -Economic Characteristic Companson between the Class Area and the Cities of Union Gap and Yakima —2 49 . Table 8, Department of Revenue Yakima County Ratios2001 54 Table 9, Comparison of Class Area and Control AreaCharacteristics54 Table 10, Average Housing Sales Data 57 Table 11, Median Housing Sales Data 62 Table 12, Turnover Rates for 2000 and 2001 Yakima MLS Areas 64 Table 13, Adjustment Factors Utilized in Matched Pairs Analysis 4 Table 14, Summary of Matched Pairs 66 Table 15, Summary of Annual Price Discounts 6871 Table 16, Prime Rate and Treasury Bill Rates 1990-2000 73 r Sa pie Page of Value impairment Model 753 Table i �, 3aia��s�- Page .,. - ................ _ Table 18A, Opportunity Cost of Annual Loss of Use and Enjoyment to Subject Properties97 Table 18B, Present Value of Compounded Annual Loss of Use and Enjoyment LIST OF APPENDICES A-1 Appendix A, Subject Property List A-1 Appendix B, Paired Sales C-1 Appendix C, Case Studies ............... D-1 Appendix D, Pacey Economic Analysis Appendix E, Carlson Report.. ...... ... ........... . Appendix F, 2002 Lenders Survery Report G-1 Appendix H, A Preliminary t1sac�a,,,..,,t o Appendix G, Damage Calculations went of Fn„cisons of Odor -Causing EH --11 - A Wastewater Chemicals and Odor Problems at the Yakima, WA, Treatment Plant 1-1 Appendix I, Professional Qualifications '8-1203 Yakima November 22, 2002 65 In total, 58 sets of matched pairs were completed, averaging nearly five pairs for each of the twelve years t" The sale price for class area properties is compared with the adjusted price for each con-espondinu control area property in Table 14 (Summary of Matched Pairs), along with the average and median price difference for each year. Overall, class area properties have izenerally sold for between 2.12% and 15.81 % less than comparable properties located in the control area." The mean and median difference indicated by the 58 pairings is —8.45% and 13% respectively However, there is considerable variation in these price differences when examined on a year -by -year basis. The greatest price differences between the class and control area properties are evident in the early half of the decade. when class area properties were generally selling at a 9% to 16% discount when compared to control area sales. The average pnce dispanty between the two areas appears to have steadily declined from 1992 through 2001 with the exception of 1997 and 2000, when price discounts in the class area averaged over 9.2% and 11.0% respectively. Hedonic Analysis of Class & Control Area Sales The fine of Pace} Economics Group from Boulder, Colorado was contracted by the clients to conduct an independent econometric analysis to investigate the change in sales prices within the class area vis-a-vis the changes in sales prices of comparable hone outside this area The results of their study have been incorporated into our valuation analysis as an additional method for estimating the impact of the odor pollution on the class area properties. Through the use of econometnc modeling, the Pacey Economic Group reported the class area properties have sold, on average for 11.6% less than the non -class area properties over the 1992 — 2002 time penod with the exception of 1993, 1995 and 1996. The complete text of the Pace}, report is included in Appendix D of this report. Summary of Annual Impact on Class Area Property Value The impact of the odor pollution on the values of residential properties over time within the class area has been examined through three independent methods of analysis. Each of these methods demonstrates that class area property values are generally lower than comparable properties located outside the influence of odor problems and/or have appreciated at slower rates than those expenenced in otherwise comparable neighborhoods Table 15 (Summary of Annual Price Discounts) summanzes the results of the three methods and the appraisers' determination of an annual pnce discount, based on this combined evidence, for the years 1990 — 2001 C r k tout matched pain \\ crc don. for 10°1 and 1 Q98 due to the limited number of class area sales. ! Icii ,Laid be closet\ mnLLht:J 1 nl` I: 1?_.' :'i;i `c! ` IC. Iunidic i I the dI tfIbuiion. thereb'• e\ciudul`_ the seven hlehest and lo\Ne\t 98-1203 }akcnur V'ot entnc'r 2002 Table 15 Pacey Econometric Model Results Summary of Annual Price Discounts l ear Sewage Compost Sprayfield Matched Pairs Pacey Econometric Case Studies Lit Review Conclusion Average Median Model Bremerton Cedar Hills Spokane See Table 14 1990 X x -10.08% -7.84% 11.7% 11% 7.7% 5%- 17% Some 100% 5%- 12% 11 1991 X a x -11.32% -13.20% 11 7% 11°% 7 7% 5%- 17% Some 100% 5%- 12% 11 1992 ® x -15.64% -16 13% 11.7% 11% 7.7% 5% - 17% Some 100% 5% - 12% 13 199; O x -8 97% -10 61% None 11% 7.7% 5% - 17% Some 100% 5% - 12% 12 -- x -9.22% -6.56% l li 7% 11% 7.7% 5% - 17% Some 100% 5% - 12% 12 1994 ® 1995 199(i X O x -7.92% -6.42% None 11% 7.7% 5%- 17% Some 100% 5%- 12% 12 X x x -4.36% -5.19% 11 7% 11% 7.7% 7.7% 5% - 17% Some 100% 5%- 17% Some 100% 5% - 12% 5%- 12% 11 12 1997 X x x -9.86% -12.01%, 11.7% 11% 98-1203 a November 22, z002 Table 15 (continued) 1')V , -- -- 1'),)', '000 2001 — 2002 x --- ----- \\ x — x x --- --- x x ---- -3 57% -3 43';4, 11 7% 11')A, 11% 7 7% 5% - 17% Some 100% 5% - 12% 11 -3 45%, -1 59% 11 7'1/0 7 7% 5%, - 17°„ Sonic 100°„ 5% - 12"A, 10 10 x -11 06% -12 26"A, 11 70A, 11",, 7 7% 5% - 17',4, Some 100% 5%, - 124A, _ -5 61% -7.74% 11 7% 11%, 7.7% 5% - 17% Some 100%, 51,4 - 12'!,, 8 11 7% 11% 7 7% 5% - 17% Some 1 00% 5% - 12% 6 .S'nur re A'/uiulm .1ssor oars LLC 98-1201 Yr/Amur Novvmhr'r 22, 2002 70 There are considerable differences and independence between the various value indicators First, the macro-statisticalanalysis general in shows market activity. Four of the fiveayesshow theeis�o clear pattern of market activity. The turnover rate analysis clearly shows that the subject area housing market it depressed. Second, the case study analysis shows several things: 1. Odor does have an adverse affect on the value of residential property;. 2. There is considerable range in value affects rtfllocateds reflected ynearl anfacility emitting 3. If a taking is a proxy for damage, properties noxious odors have a total loss in value as they were acquired for full market value by the acquiring agency — that is, residents received 100% compensation. Third, the literature review indicates that odor adversely affects the value of residential property. Finally, the paired sales analysis and the Pacey analysis provides an indication of the adverse value impacts that fall within the value impact ranges from the literature and the case studies. Based on the information and analyses presented above, the historic and current market values within the class area reflect a diminution of between 6% and 13% per year resulting from the odor pollution and other externalities affecting the class area neighborhoods. Calculation of Unimpaired Value The factors specified above are applied to the impaired market values of each of the class area properties dunng each of the thirteen years to yield the value of the property as if unimpaired by the odor pollution. For example, to estimate the unimpaired value of a property which has impaired market value of $50,000 in 1998, you would divide the which an ----r-- .,., ,.,.,;,,,�,�,,,-Pd value in 1998 of $56,180. impaired value by :89 (1.00-.11 j. This results in an un"paired This process has been done for all the 1,054 properties for the years 1990 through 2002. Calculation of Annual Damage Amount Subtracting the impaired value from the unimpaired value denves the annual damage amount. In the example cited above, the damage to the property is $6,180, which represents the loss of use and enjoyment of the property dunng the year 1998. Damage amounts were accordingly calculated for all 1,054 properties for the years 1990 through 2002 67 67 According to Assessor s records. four of the properne,: \\ ere Imnro\ed subsequent to 1990 in these cases damage amounts were only calculated for the nears durum which the house actually existed. For other parcels. assessed values were not included throughout the I.. -\ear time trames We have assumed that these proper -ties were improved during the first year tor whigh assessed \alues were provided, and damages calculated accordingly from that year forward The Assessor records do not have complete information on the "1 ear Built" for other 1,054 class area properties. For properties where this information was not included. we have also assumed that the house was built prior to 199n 98-1203 Yakima November 22, 2002 71 Rates Used to Calculate Damage Amounts Two rates are used in estimating damage amounts. The first is what appraisers commonly call the capitalization rate In economics, it represents an opportunity cost rate or the annual utility obtained from a good or service. The second rate is an interest rate, which represents the typical return on an investment with minimal risk, for example, the prime rate. Rates are commonly used to convert a stream of future income (utility) provided by a particular asset into a single indication of value. In this situation, the capitalization rate is used to convert the damage amounts accruing on an annual basis from 1990 through 2001 to the cumulative loss of use and enjoyment over this time frame. In order to arrive at appropriate rates for the subject properties, a variety of sources were reviewed, to include current and histonc treasury bill rates, "convenience yields" on home ownership, and prevailing capitalization rates for rental housing in the Yakima area over time. Table 16, (Prince Rate and Treasury Bill Rates 1990-2000) summarizes the annual average Pnme Rate and Treasury Bill rates for the years 1990 — 2001. The pnme rate varied from a low of 6 00% in 1993 to a high of 10.01% in 1990 It generally stayed between 6.00% and 8 00% throughout the period. The annual average 1 year treasury bill varied from 3.43% to 7 89%, though generally stayed between five and six percent for most of the time frame. Table 16 Prime Rate and Treasury Bill Rates 1990-2000 Year Prime Rate Average Annual Treasury Bill Avera a Annual 1990 10.01% 7.89% 1991 8.46% 5.86% 1992 6.25% 3.89% 1993 6.00% 3.43% 1994 7.15% 5.32°' 1995 8 83% 5 94% 1996 8 27% 5.52% 1997 8 44°x0 5 63% 1998 8 35% 5 05% 1999 8 00° 0 5 08% 2000 9 23° 6 11% 2001 6 91°o 3 49% I c'(X1u B1 / -1 rc•ragc -1111111(1/ 1 ) cm- hill 9S-1 203 )akmm �VrH1•c'/tthc'1 22 2002 Calculation of Total Damages to Class Area Properties The above-specified elements have been combined in a model to estimate the total of ., class area properties. A sample page, which illustrates the damages to each the 1,054 �,�� r.�r....,...,. �---..r•- inputs and calculations described above, is shown in Table 17, (Sample Page of Value Impairment Model). The full model and the property specific year -by -year damage amounts are included in Appendix F. The net present value of the annual damage amounts from 1990 to 2001 are summarized by parcel in Table 18A (Opportunity Cost of Annual Loss of Use and Enjoyment to Subject Properties). Table 18B (Present Value of Compounded Annual Loss of Use and Enjoyment) calculates the interest on these opportunity costs at a rate of 7%. There are two components to the overall value diminution of class area properties due to odor emissions from the Wastewater Treatment Plant. The first component is the difference between the current (2002) unimpaired and impaired market values. Commonly referred to as the Before and After approach, it is prospective because it quantifies the present value (as of 2002) of the loss of future benefits. b8 Damages to the 1,054 class properties resulting from this diminution component is: Unimpaired Value: (All Properties) $ 74.1 million Impaired Value: (All Properties) $ -69.6 million Total Damage: (All Properties) $ 4.5 million The second component of the overall damages is the net present value of the loss of use and enjoyment, accruing from 1990 — 2001, as measured in the above described model and summarized in Tables 18A and 18B. Damages to the combiner t 054 Macs area properties totals $ 8.34 million without Damages ..w.av sas.+.+ •,�-- ----- area properties interest, and $ 13.22 million with interest. The value analysis above is based on average damage amounts for the class area. The paired sales analysis, case studies, literature review and Pacey econometric analysis did not differentiate between damages to property close to or farther away from the Wastewater Treatment Plant. The damage amount we have estimated is for the entire class area. As the Zanetti analysis, literature and Mundy Associates LLC analysis for other communities shows property values increase with distance from the contamination source. The differential affect is a damage distribution issue that we have not addressed in this analysis. 68 As vas noted previously, the contamination of a property can be considered as a "taking" The Before and After Rule is often referred to as the Federal Rule which i< a three-step rule and which states The value of the property before the taking less the remainder hropert after the taken( leaves the difference which is dust compensation. or in the case of contamination damage, Eaton. J D Real Estate Value in Luiganon 2°" Ed . The Appraisal Institute. pg. 24 98-1203 Yakima November 22, 2002 E52O0 0 693000 694000 695000 696000 yh�« short -Term, peak odor concentrations (l)-11 simulated �). ISC3 the \\ \\ | /` emn|,+ioo`. Page 4' cr, n1 nnA n7 11'25 LI.�V 1'lJJ t ^^^ V.-1 1,2,11 c 21 - possible scenario for the highest short-terf . peak odor concentrations ; simulated b) Is(3 for the spray field emissions. lttorne�-Client/%ori: Product - Prk ileged Page 43 Dalton Ln [-i ! c?1lctt� I vd Boggess 11`il.nn 1 n Birch St Yakima Class Area TennantLn 1 Ind) Lp I- MI • ‘ie ll1�:gi Iler Ln !!: Cary A c oss Ln McNair A% c •►keata Ave Lilac Ln ti E Alttanutu I 0 Yakima Class Area Zoite 1 Zone Zone 3 02 0 4 Aliles Mundy Associates LLC (9/2003) 98-1203 S Park A c 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 r 4:FINED OCT 0 2 ZOE girt ( L dAL DEPT. SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED and KAREN MURPHY, husband and wife, et al., Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, et al., Defendants/Third Party Plaintiffs, v. CITY OF UNION GAP, a Washington municipal corporation, et al., Third Party Defendant. NO. 99-2-00611-8 NOTICE OF PROPOSED FINAL SETTLEMENT AND PLAN OF DISTRIBUTION ASSIGNED TO THE HONORABLE SUSAN L. HAHN IMPORTANT LEGAL NOTICE This Notice may affect your legal rights. Please read carefully. I. YOU MAY BE ELIGIBLE TO RECEIVE A SHARE OF CASH BENEFITS FROM A PROPOSED SETTLEMENT You may have been previously notified that you may be a member of the certified class described below in a lawsuit against the City of Yakima and Del Monte Corporation NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 1 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL. MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 06001.1157 (253) 620-0600. FACSIMILE (253) 620.6545 2 3 4 5 6 7 8 9 10 11 12 13 15 16 17 18 19 20 21 22 23 24 25 26 concerning odors from the Yakima Regional Wastewater Treatment Plant and adjacent Industrial Sprayfields (collectively the "Treatment Plant"). THIS NOTICE IS A SUPPLEMENT TO THAT EARLIER NOTICE, AND MAY AFFECT YOUR RIGHTS. A. Summary of Class Membership. The Court has previously ruled that the following people and entities are class members: DEFINITION OF THE CLASS ALL PERSONS, INCLUDING MINORS AND BUSINESS ENTITIES, WHO, AT ANY TIME SINCE JUNE 30, 1990 HAVE RESIDED IN AND/OR OWNED RESIDENTIAL REAL PROPERTY IN THE AREA DEPICTED ON THE MAP ATTACHED AS EXHIBIT A. B. Purpose of the Notice. The purpose of this Notice is to inform you of: • The status of the lawsuit; • The essential terms of a proposed settlement with the City of Yakima, owner and operator of the Treatment Plant. The settlement will also resolve claims against Del Monte Corporation; • The essential terms of a Plan of Distribution, which will govern payment to class members of the net proceeds of all settlements; • The requirement that you file a Proof of Claim Form in order to share in the proposed Settlement Funds; • The time and place of two meetings Class Counsel will hold for class members to answer questions about the settlement and proposed Plan of Distribution and to assist in completing Proof of Claim Forms; • The hearing to be held by the Court to consider final approval of the proposed settlement and Plan of Distribution; NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 2 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 08101-1157 (253) 820-6500 - FACSIMILE (253) 62045585 1 2 A Y 5 6 7 9 10 11 12 13 14 15 16 ) 18 19 20 21 22 23 24 25 26 • Your rights and obligations as a result of this lawsuit and the settlement, and steps you may take in relation to the settlement and this class action litigation. C Summary of Options and Deadlines. As a class member, you may choose to: • Receive a portion of cash benefits of the proposed settlement. (To share in the benefits of the proposed settlement, you must mail a Proof of Claim form by December 15, 2003. For more on filing a claim, read Section IV); • Object to the proposed settlement or plan of distribution. (To object, you must mail a written objection by November 14, 2003. For more on objecting, read Section IV). • Do Nothing. (If you do nothing, you will be bound by the terms of the settlement, including releasing any and all claims you may currently have against the City of Yakima and Del Monte concerning the Treatment Plant, but will receive no cash benefits). By prior Notice, if you owned property or resided in the class area prior to July 2001 you were given an opportunity to exclude yourself from the class; therefore, you may no longer exclude yourself and you will be bound by the settlement if it is approved by the Court. However, those who are class members solely because they acquired property or moved into the Class Area between July 2001 and October 10, 2003 ("New Class Members") may choose to exclude themselves from the lawsuit. To do so, a New Class Member must file a request for exclusion, in which case he or she will not be eligible to 'receive a share of the cash benefits and will not be bound by the terms of the settlement. (New Class Members may exclude themselves from the lawsuit by requesting an exclusion form in writing by November 1, 2003 and mailing it to Class Counsel by November 14, 2003. For more detail, read Section IV). NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 3 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 68401.1157 (253)1120450D - FACSIMILE (253) 6248585 2 3 4 5 6 7 8 9 10 11 12 13 15 16 17 18 19 20 21 22 23 24 25 26 II. STATUS OF THE LAWSUIT The claims in the lawsuit against the City of Yakima and Del Monte were described in the first Notice you received. If you want to receive another copy of that original Notice, please refer to Section VI of this Notice. If you did not already file a timely exclusion from the class and you fall within the definition of the class, you are a class member. On April 19, 2001, the Court ruled that the claims against the City and Del Monte would be certified as a class action. The parties proceeded to engage in lengthy discovery involving hundreds of thousands of pages of documents, depositions of dozens of factual witnesses, and the work of nearly a dozen expert witnesses. The parties also filed, and the Court ruled upon, dozens of motions directed at a variety of issues. Prior to class certification the City of Yakima and Del Monte entered into their own settlement agreement. In return for Del Monte paying Yakima $500,000 and agreeing to other expenses and activities designed to close down the Industrial Sprayfields and reduce odors, Yakima agreed to assume any liability Del Monte had to the Class Members in this lawsuit. In October of 2001 the City of Yakima sued the City of Union Gap, claiming that sewer collection and transportation facilities owned by Union Gap contributed to the alleged odors Class Members claimed to experience. The plaintiff class never sued Union Gap directly. Nonetheless, the City of Union Gap agreed to settle with the class for $200,000 in order to avoid the expense and uncertainty of being a party to the lawsuit. The settlement with the City of Union Gap provides that the net proceeds of that settlement will be distributed only to class members living or owning residential property south of Valley Mall Boulevard. In August of 2001 the City of Yakima sued four (4) insurance companies, claiming the policies the companies issued to Yakima covered the claims made in this lawsuit by the class. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 4 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL. MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE SOX 1157 TACOMA, WASHINGTON 56401-1157 (253) 0204500 - FACSIMILE (253) 6205665 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 A federal judge ruled in favor of the insurance companies and dismissed Yakima's lawsuit. That decision is currently on appeal to the Ninth Circuit Court of Appeals. In April of 2003, Class Counsel filed a separate lawsuit on behalf of the class against the same insurance companies. In that lawsuit the class seeks an order that the claims for damages caused by the Treatment Plant are covered by the terms of the policies. That lawsuit will be heard in Yakima County Superior Court. No trial date has been set. Trial in this lawsuit was scheduled to begin on March 3, 2003. However, on February 15, 2003, the Court certified an issue for appeal, The Court of Appeals accepted the appeal in May 2003. This delayed the trial indefinitely. In the absence of a settlement, it is unlikely the trial would occur sooner than the late fall of 2004. In September 2003, the named class representatives and attorneys for the class reached a settlement agreement with the City of Yakima, described below. On October 10, 2003, Judge Susan L. Hahn, who has presided over this case for more than four years, preliminarily approved the proposed settlement with the City of Yakima and the proposed release of claims against Yakima and Del Monte. The Court will hold a hearing (the "Fairness Hearing") in the Courtroom of Judge Susan L. Hahn, Superior Court of Yakima County, at 128 North Second Street, Yakima, Washington at 9:00 a.m. on November 21, 2003, to determine whether, as recommended by both Class Counsel and the class representatives, the Court should finally approve the proposed settlement with the City of Yakima. At that same hearing, the Court will consider final approval of the Plan of Distribution for all the settlement proceeds (see Section V below) and may consider Class Counsel's request for reimbursement of costs and an award of attorneys' fees. TO RECEIVE A SHARE OF THE SETTLEMENT BENEFITS, YOU MUST MAIL THE ATTACHED PROOF OF CLAIM FORM, POSTMARKED ON OR NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 5 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL MALANCA. PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 96401.1157 (253) 620-0500 • FACSIMILE (253)520-5505 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 BEFORE DECEMBER 15, 2003, TO CLASS COUNSEL (SEE SECTION IV FOR MORE DETAILS). III. THE SETTLEMENT A settlement has been reached in the litigation between plaintiffs and defendant the City of Yakima. The settlement will end all claims in the lawsuit against both the City of Yakima and Del Monte. That settlement is embodied in a Settlement Agreement which is on file with the Court. Class Counsel believe that this settlement is fair, adequate, reasonable, and in the best interest of the class. The Court has preliminarily approved the settlement. The terms of the settlement are summarized below. You may obtain a copy of the Settlement Agreement from Class Counsel at the address provided in Section VI, below, and are encouraged to do so if you have any questions about the exact terms of the settlement. A. Establishment of Common Fund. Plaintiffs and defendant City of Yakima have entered into a proposed settlement. Under the terms of the settlement, the City of Yakima agrees to the entry of a judgment against it for $13,000,000. Following Final Approval of the settlement the City will pay $7,000,000 into the trust account of Class Counsel, and will have no further financial obligation to the Class Members. Amounts between $7 million and $13 million can only be collected from Yakima's insurance companies. The City of Yakima will continue its appeal of the dismissal of its claims against its insurers and the class will continue its separate lawsuit against the same insurers in Yakima County Superior Court. The City of Yakima and the class agree to cooperate in their suits against the insurers, and have agreed on a formula for distributing any money the City or the class receive from any settlement with or judgment against the insurers. Under that formula the City of Yakima receives the first $500,000, the class receives the next $500,000, the class receives 80% and Yakima 20% of any amounts between $1 and $3 NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 6 of 18 (99-2-00611-8) [1241104 v8.docj LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1151 TACOMA, WASHINGTON 05401.1157 (253) 6206500 - FACSIMILE (253) 620.0565 1 2 3 4 5 6 7 9 10 11 12 13 14 15 16 A 7 I1 18 19 20 21 22 23 24 25 26 million, and -the class and the City share equally in any amounts over $3 million. Ultimate recovery of any amount above $7 million depends upon Class Counsels' and the City of Yakima's success in pursuing such claims. At this point, it is uncertain what amounts, if any, Class Counsel or the City will obtain from these insurance companies for the benefit of the class. B. Release of Claims Against the City of Yakima and Del Monte. Upon Court approval of the settlement and entry of the final court order dismissing claims against the City of Yakima and Del Monte, you and all other class members will be releasing all claims you may have for acts or omissions of the City of Yakima and Del Monte concerning the Treatment Plant prior to the date of final approval of the settlement. In addition, the settlement limits a future type of property damage claim, called inverse condemnation or "takings," to situations where there is additional activity by the City of Yakima that causes an increase in odors over the level that has existed for the last t ree years. The limit on future inverse condemnation or "takings" claims will bar current and future property owners and residents from pursuing claims for such damages incurred prior to November 21, 2003. The City of Yakima intends to file a copy of the Settlement Agreement with the Yakima County Assessor's Office. A reference to the Settlement Agreement may appear on property records. Class members are advised that Washington law imposes a duty on sellers of residential property to inform buyers of any important information that may affect a buyer's decision to purchase the property. The fact that this odor lawsuit occurred and the basic terms of the settlement may be the type of information the law would require a seller to disclose. Class members are encouraged to either disclose the fact of the lawsuit and settlement at the time they sell their property or consult with a lawyer regarding any disclosure obligations. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 7 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MAI.ANOA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SURE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 96401-1157 (253) 6200500 - FACSIMILE (253) 020.6565 2 3 4 5 6 7 8 9 10 11 12 13 )4 15 16 17 18 19 20 21 22 23 24 25 26 C. Attorneys' Fees and Costs. Class Counsel intend to seek reimbursement from the Common Fund for costs advanced during the litigation on behalf of the class and for the costs of administering the settlement. Class Counsel will also seek one-third of the net settlement (the total settlement amount minus litigation and administration costs) as payment of legal fees. To date, Class Counsel have spent some five years working on behalf of the class and have received no payment for their services. To date, Class Counsel have spent more than $1 million on litigation costs (deposition transcripts, copying costs, etc.) without being reimbursed for any of those payments. The fee requested by Class Counsel would compensate them for their efforts in achieving a settlement fund for the benefit of the class, and for their risk in undertaking this representation on a contingency basis for the last five years. If approved by the Court, the fee request would be within the range of fees awarded to plaintiffs' counsel under similar circumstances in litigation of this type. The actual amount awarded Class Counsel for fees and costs will be determined by the Court. No funds will be distributed to Class Counsel at this time. D. Conditions of the Settlement. This settlement is conditioned upon the Court's Final Approval of the settlement, which will be determined at the Fairness Hearing on November 21, 2003. If the Court does not grant Final Approval of the Settlement, the Settlement Agreement might be terminated, and, if terminated, will become null and void, and the parties to the Settlement Agreement will be restored to the respective positions they held before the Settlement Agreement was signed. IV. OPTIONS FOR CLASS MEMBERS A. Option # 1: Agree to Proposed Settlement. IN ORDER TO RECEIVE A SHARE OF THE CASH BENEFITS OF THE SETTLEMENT, YOU MUST COMPLETE AND DELIVER TO CLASS COUNSEL A NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 8 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 05101.1157 (253) 020-6500 - FACSIMILE (253) 6204505 A 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 PROOF OF CLAIM FORM ON OR BEFORE DECEMBER 15, 2003. (A blank Proof of Claim Form is attached to this Notice for your use.) ANY CLASS MEMBER WHO FAILS TO PROPERLY COMPLETE A PROOF OF CLAIM FORM AND DELIVER IT TO CLASS COUNSEL BY THE DEADLINE WILL NOT RECEIVE ANY SHARE OF THE CASH BENEFITS OF THIS SETTLEMENT BUT WILL STILL BE BOUND BY THE SETTLEMENT AGREEMENT. Class members who support the proposed City of Yakima settlement and the proposed Plan of Distribution do not need to appear at the Court's Fairness Hearing but may submit written statements of support to the Court by November 14, 2003. B. Option # 2: Object to Proposed Settlement. Objections by class members to the proposed settlement and/or the Plan of Distribution will be considered by the Court, but only if the person raising such objections mails to Class Counsel, no later than November 14, 2003, at the address set forth in Section VI, below, a written statement of his or her objections and the legal and/or factual bases for those objections. The written statement of objections must: (1) bear the case name and cause number (Murphy, et al. v. City of Yakima, et al., Civil Action Number 99-2-00611-8); (2) be identified as an "OBJECTION TO PROPOSED SETTLEMENT" or "OBJECTION TO THE PLAN OF DISTRIBUTION;" and (3) contain the name, address, and telephone number of the objecting party and his or her attorney, if any. Any person who properly delivers a written statement of objection as specified herein may appear at the Fairness Hearing in person or through counsel to show cause why the proposed settlement with the City of Yakima, and/or the Plan of Distribution, should not be approved as fair, adequate and within the realm of reasonableness. As long as an objection is properly delivered as set forth above, the Court will consider it even if the objecting party is not present at the hearing, NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 9 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 09401-1157 (253) 920-0.500 - FACSIMILE (253) 020.9594 2 3 4 5 6 7 8 9 10 11 12 43 15 16 17 18 19 20 21 22 23 24 25 26 No objection, and no pleadings or papers relating to any objection, shall be heard or considered by the Court unless the objecting party has fully complied with the requirements of the paragraph above. Any member of the plaintiff class who does not properly deliver a written statement of objections in the manner specified herein shall be deemed to have waived any and all objections for all purposes. Attendance at the hearing is not necessary; however, class members wishing to be heard orally in opposition to the Proposed Settlement and/or the Plan of Distribution should indicate in their written objection their intention to appear at the hearing. C. Persons or Entities Who are Class Members Solely Because They Moved into or Acquired Property in the Class Area After July 2001, Have the Option to Remain a Class Member or Opt Out of the Proposed Settlement. If you are a class member solely because you moved into the class area between July 2001 and October 10, 2003 and had not previously lived in the class area since June 30, 1990 and/or because you acquired property within the class area between July 2001 and October 10, 2003 and had not previously owned property in the class area since June 30, 1990, then you are a "New Class Member" and have an opportunity to exclude yourself from the Class. New Class Members may obtain a request for exclusion form by mailing a written request for the form to Class Counsel at the address below, postmarked on or before November 1, 2003. Yakima Treatment Plant Class Action Lawsuit Office of the Claims Administrator P.O. Box 1653 Tacoma, WA 98401-1653 In order to exclude yourself, you must return the completed exclusion form by mail, postmarked no later than November 14, 2003. If you do not file an exclusion form, you will be a Class Member and will be bound by the terms of the Settlement Agreement. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 10 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 98401-1157 (253) 5204500 - FACSIMILE (253) 820.6565 If you are a New Class Member and choose to exclude yourself, you will have no righ'.s under the Settlement, you will not share in the distribution of any Settlement Fund and you will not be bound by any settlement or judgment concerning the City of Yakima or Del Monte in this action. You will be free to pursue whatever legal rights you may have, if any, against the City of Yakima or Del Monte at your own expense and on your own behalf. V. PROPOSED PLAN OF DISTRIBUTION TL.. ....,i Pl. n o f Distribution fort a settlement with the City of Yakima and Del 31:v pivp'u u-. Ian �'i 11,LX15-MStb Slat 1 -.US e••y ves�e.rew...... .. Monte provides that the net settlement funds (the total amount of funds received from the City of Yakima, Union Gap, and any of Yakima's insurers after deduction of Court -approved litigation costs and attorneys' fees) will be distributed as follows. A. Class Representative and Original Plaintiff Payments. The lawsuit was initially filed in the names of almost 200 individuals. Approximately 140 submitted answers to written questions (the "Original Plaintiffs"). As compensation for their time and services Class Counsel recommend that each Original Plaintiff receive $1,000. Approximately twenty of the Original Plaintiffs were also interviewed or deposed by lawyers for the City of Yakima or Del Monte (the "Deposed Plaintiffs"). Class Counsel recommend that Deposed Plaintiffs receive an additional $1,500 as compensation for their additional time and services, for a total compensation of $2,500. Once the case was certified as a class action in April 2001, this lawsuit was led by the efforts of eight individuals (the "Class Representatives"). The Class Representatives pursued the lawsuit in their individual names, on behalf of themselves and the entire class they represent. They were deposed multiple times, attended numerous meetings and court NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 11 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 66401.1157 (253) 620.8500 • FACSIMILE (253) 620.6565 2 3 4 5 6 7 8 9 10 11 12 13 (4 15 16 17 18 19 20 21 22 23 24 25 26 hearings, and participated in three separate mediations. Class Counsel recommend that each Class Representative receive an additional $7,500 as compensation for their additional time and services, for a total compensation of $10,000. B. Creation of Personal Nuisance Fund and Property Damage Fund. As described in more detail below, the remaining net settlement funds will be allocated seventy percent (70%) to personal nuisance damages (the "Personal Nuisance Fund"), and thirty percent (30%) to property damages (the "Property Damage Fund"). The Personal Nuisance Fund will be distributed pro rata to thosd class members who submit valid Proof of Claim forms (or who are identified on such forms) showing that they resided in the class area between June 1995 and October 10, 2003 (the "Personal Nuisance Class Period"). The Personal Nuisance Class Period is shorter than the Property Damages Class Period because the time periods applicable to legal claims for personal nuisance -type damages are shorter than time periods for property damages. Allocations of the Personal Nuisance Damages Fund will be based on the length of residency, subject to adjustments discussed below that reflect the years of greatest Treatment Plant odors and proximity to the Treatment Plant. The Property Damages Fund will be distributed to class members who submit valid Proof of Claim forms showing that they owned property within the -class area between June 30, 1990 and October 10, 2003 (the "Property Damages Class Period"). The formula for allocating these funds among the various claimants uses the 2003 Yakima County Assessor's Office assessed value of each claimant's property. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 12 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL MALANCA. PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 96401.1157 (253) 6206500 • FACSIMILE (253) 5200565 1 2 3 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 The allocation formula for property damages looks at the length of time during the Property Damages Class Period that a claimant owned a specific piece of property in relation to the assessed values and periods of ownership of all other properties of all other claimants. If two or more claimants owned a single property during the Property Damages Period, the funds allocable to that property shall be divided between the claimants based on the periods in which they each owned the property. As discussed below, allocations of the Property Damages Fund, allocations of the Perennal Nuisance Damages Fund, will be adjusted to Damages like allocations ... ...� � �.......� Nuisance __ _ Damages _ _� reflect the time period during which a claimant owned a particular piece of property and the proximity of that property to the Treatment Plant. In the case of properties on which homes were constructed during the Property Damages Period, Yakima County Assessor records will be used to determine assessed value before and after the construction. Claimants who owned such properties will receive a distribution based on the value of the unimproved land until the year in which the new home was constructed. From the year in which the Yakima County Assessor's Office's data reflects that the home was completed, distribution from the Property Damages Fund will be calculated on the total assessed value of the property and improvements. C. Treatment Plant Impacts Multiplier. In determining the amounts to be distributed from both the Personal Nuisance and Property Damage Funds for each year, a weighting approach will be used to account for the periods when the Treatment Plant caused the greatest relative impacts. Information obtained in preparation for trial and from the work of plaintiffs' real estate, economic and odor experts indicate that the Treatment Plant had the most severe odor impact on the Class Area during NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 13 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON 8 DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 96401.1157 (253) 620.0500 - FACSIWLE (253) 620.6565 2 3 4 5 6 7 8 9 10 11 12 13 .4 15 16 17 18 19 20 21 22 23 24 25 26 the period from June 1995 through October 2000. Therefore, each month during those years will be given a "time/impact adjustment" value of 3. Each month in the periods June 30, 1990 through May 1995 and November 2000 through October 2003 will be given a "time/impact adjustment" value of 1. This means, for example, that a person owning property for two years between June 1990 and June 1995 would receive from the Property Damages Fund one-third (1/3) of the amount that a person owning that same property for two years between June 1995 and June 2000 would receive. An identical weighting approach will be used for computing allocations of the Personal Nuisance Damages Fund. Each month from June 1995 to October 2000 will be given a "time/impact adjustment" value of 3. Each month in the period from November 2000 through October 2003 will be given a "time impact adjustment" value of 1. Again, everything else being equal this means a person who, for example, lived in the class area for two years between 1995 and 2000 will receive an award from the Personal Nuisance Damages Fund three times greater than a person who lived there for two years after November 2000. The final calculation and precise allocation of the Property Damages Fund and the Personal Nuisance Damages Fund can only be calculated after Proof of Claim forms have been received and verified. Those final calculations will depend on the total number of valid claimants, the assessed values of their properties, the periods in which they resided in or owned properties in the class area, and the proximity of their various properties to the Treatment Plant. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 14 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS. HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 7200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401-1157 (253) 8200500 • FACSIMILE (253) 8248585 D. Proximity Impact Allocation In addition to causing greater impacts during certain years, the Treatment Plant also caused relatively greater impacts to those properties and residents in closer proximity to the Treatment Plant. To account for the proximity impact, the proposed Plan of Distribution divides the class area into three geographic Zones. The boundaries of each Zone are based on the results of computerized modeling of wind patterns done by plaintiffs' experts and on the nth Pr work of the expertC The 7nnec are designed to correspond to the varying degrees of .. vase .,A ...... .. .�..... ....____ -----'�'-- s varying .. .� odor impacts caused by the Treatment Plant in different parts of the class area. The portion of the class area closest to the Treatment Plant and subject to the most severe odol. impacts is identified as Zone 1 on the attached map. Zone 2 includes the northwest corner of the class area and an area from Valley Mall Boulevard north to the boundary of Zone 1. The portion of the class area south of Valley Mail Boulevard is identified as Zone 3. The computer modeling and expert analysis used to determine the boundaries of the Zones are also used to determine the relative adjustments appropriate to each Zone. The expert concluded that a release of odors from the Treatment Plant that was rated as ha`r'ing ala intensity of 5 in Zone 1 would have an intensity of 2 in Zone 2 and an intensity of 1 in Zone 3. The Proximity Adjustment will maintain this relative ratio between individuals and properties in the three Areas (5/8th in Area 1, 2/8`h in Area 2, and 1/8`h in Area 3) regardless of the rate at which individuals return Proof of Claim Forms from each Area.' In summary, and all things being equal, if a person in Zone 1 receives $500, a similarly situated person in Zone 2 will receive $200 and a similarly situated person in Zone 3 will receive $100. NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 15 of 18 (99-2-00611-8) [1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 95401-1157 (253) 620-6500 - FACSIMILE (253) 8248585 2 3 4 5 6 7 8 9 10 11 12 13 .4 15 16 17 18 19 20 21 22 23 24 25 26 E. Money From Union Gap Settlement. Plaintiffs' Counsel will request fees and costs, and whatever amount the Court awards will be computed as a percentage of the aggregate $7.2 million in settlement funds. Both funds will then be reduced by the same percentage, to assure that the class members in the north do not carry a disproportionate share of the costs of the litigation. Once the net value of the Union Gap settlement has been determined, the funds will be distributed among claimants living or owning property in Zone 3. The calculations will be identical to the calculations used for distributing the City of Yakima's settlement, except that each claim will be valued as a percentage of the total of Zone 3 claims instead of as a percentage of the total of claims from all three Zones. VI. ADDITIONAL INFORMATION Class Counsel will also hold two meetings for Class Members concerning the proposed settlement. At those meetings, Class Counsel will answer questions about the Settlement Agreement and proposed Plan of Distribution and also offer assistance in completing Proof of Claim Forms. The meeting for Class Members are scheduled to occur as follows: Wednesday, November 5, 2003 at 7:00 p.m. St. Joseph's Bingo Hall Thursday, November 6, 2003 at 7:00 p.m. St. Joseph's Bingo Hall Spanish translators will be present at the second, (November 6) meeting. Any questions you have concerning the matters contained in this notice (and any corrections or changes of name or address) should NOT be directed to the Court but should be directed to Class Counsel at the following address and/or telephone number: Yakima Treatment Plant Class Action Lawsuit P.O. Box 1653 Tacoma, WA 98401-1653 NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 16 of 18 (99-2-00611-8) [1241104 v8.docj LAW OFFICES GORDON, THOMAS, HONEYWELL. MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON SM01.1157 (253) 520.5500. FACSIMILE (253) 820.555 1 2 3 4 5 6 7 8 1-877-347-4780 The pleadings, the Settlement Agreement, and other records in this litigation may be examined and copied at any time during regular office hours at the office of the Clerk, Court, C Supe Court, 128 North Second CT a-- Yakima, Superior Court, Yakima County Superior Court, North oc�ullu �ucc�, Washington. You may also obtain these documents from Class Counsel at the address listed above. VII. REMINDER AS TO TIME DEADLINES i. In order to participate in the settlement, you must complete and send a Proof of 9 Claim Form to Class Counsel at the address set forth in Section V, by mail postmarked on or 10 before December 15, 2003. 11 if you wish to object to the proposed settlement and/or the proposed Alan of 12 Distribution, you must send an objection to Class Counsel in the manner described in Section 13 III.B above, by mail postmarked on or before November 14, 2003. 14 2. If you are a New Class Member, you can exclude yourself from this lawsuit by 15 II sending your request for and returning an exclusion form to Class Counsel as described in 16 Section III C above, by mail postmarked on or before November 14, 2003. 17 3. The Court will hold a Fairness Hearing in the Courtroom of Judge Susan L. 18 Hahn, Superior Court of Yakima County, at Yakima County Courthouse, 128 North Second 19 Street, Yakima, Washington at 9:00 a.m. on November 21, 2003, to determine whether, as 20 21 22 23 24 25 26 NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 17 of 18 (99-2-00611-8) [ 1241104 v8 dm) LAW OFF)CES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SU! TE 2204 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 8204500 - FACSIMILE (259)6208585 2 3 4 5 6 7 8 9 10 11 12 13 ,4 15 16 17 18 19 20 21 22 23 24 25 26 recommended by both Class Counsel and the class representatives, it should finally approve the proposed settlement and the Plan of Distribution. DATED this day of October, 2003. SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY By: Clerk of the Court Yakima County Superior Court 128 North Second Street Yakima, Washington Enclosure: Map of Class Area Proof of Claim Form NOTICE OF FINAL STLMNT/PLAN OF DISTRIBUTION - 18 of 18 (99-2-00611-8) [ 1241104 v8.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON 8 DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 96401.1157 (253) 620-6500 - FACSIMILE (253) 620.6565 Dalton Ln FNt Hillt Yakima Class Area 0 Yakima Class Area Zone 1 Zone Zone 02 0 4 Mile Mundy .Associates LLC (9/2003) 98-1203 C curt St hit St \ (alit)rni1St \1 ak ma St li S 2 3 4 5 6 7 8 9 10 11 12 13 15 16 17 corporation, et al., 18 19 20 21 22 r"" IVED OCT C2Z003 LEGAL DEPT. SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED and KAREN MURPHY, husband and Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, et al., Defendants/Third Party Plaintiffs, v. CITY OF UNION GAP, a Washington municipal Third P. Defendants. NO. 99-2-00611-8 PUBLISHED NOTICE OF PROPOSED FINAL SETTLEMENT AND PLAN OF DISTRIBUTION ASSIGNED TO THE HONORABLE SUSAN L. HAHN HEARING DATE: October 10, 2003 THIS NOTICE MAY AFFECT YOUR RIGHTS PLEASE READ CAREFULLY 23 ALL PERSONS, INCLUDING MINORS AND BUSINESS ENTITIES, WHO 24 SINCE JUNE 30, 1990 HAVE RESIDED IN AND/OR OWNED RESIDENTIAL 25 PROPERTY IN THE AREA DEPICTED ON THE MAP BELOW ("CLASS MEMBERS"). 26 PUBLISHED NOTICE RE SETTLEMENT & DISTRIBUTION - 1 of 3 (99-2-00611-8) [ 1241286 v7.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON 8, DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 96401.1157 (253) 6204500. FACSIMILE (253) 620-0585 1 2 J 5 6 7 0 v PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENTS DESCRIBED IN THIS NOTICE. A prior published notice informed you that the above -captioned lawsuit has been certified as a class action. Plaintiffs allege that odors originating from the Yakima Regional Wastewater Treatment Plant and adjacent Industrial Sprayfields have injured the named plaintiffs and all other Class Members. .� _r The Court has given preliminary approval to a settlement with defendant City of 9 Yakima that will end the lawsuit against the City of Yakima and Del Monte Corporation. In 10 II addition, a Plan of Distribution for the net proceeds of all settlements has been proposed. A hearing will be held in the courtroom of Judge Susan L. Hawn, Superior Court of Yakima County, at 128 North Second Street, Yakima, Washington, at 9:00 a.m. on November 21, 2003, to determine whether the proposed settlement should be approved by 13 e Court as fair, reasonable and adequate, and whether the Court should approve the Plan of 14 15 I Distribution. Even if the Court approves the settlement, no distribution of any funds will be made until a later date. 17 To share in the cash benefits of the proposed settlement you must be a class member 18 and you must complete a Proof of Claim Form that can be obtained from Class Counsel, by writing or calling: Yakima Treatment Plant Class Action Lawsuit 21 Claims Administrator P.O. Box 1653 22 Tacoma, WA 98401-1653 1 (877) 347-4780 Class Members who owned property or resided in the class area prior to July, 2001 25 were given an opportunity to exclude themselves from the classes, and may no longer do so. They will be bound by the settlement if it is approved by the Court. Those who are class 16 19 20 23 24 26 PUBLISHED NOTICE RE SETTLEMENT & DISTRIBUTION - 2 of 3 (99-2-00611-8) [1241286 v7.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 06401-1957 (253) 620-5500 - FACSIMILE (253) 620-6565 1 2 3 4 5 6 7 8 9 10 11 12 13 4 15 16 17 18 19 20 21 22 23 24 25 26 members solely because they acquired property or moved into the class area between July 2001 and October 10, 2003, may exclude themselves from the lawsuit. Those Class Members may obtain a request for exclusion form by written request to Class Counsel at the address above. IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL BE Ali FECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT FUNDS. If you believe you are or may be a member of the class and you have not yet received in the mail the full Notice of Proposed Final Settlement and Plan of Distribution, you may obtain copies of these documents by writing to or calling the Claims Administrator at the address or phone number specified above and identifying yourself as a potential member of the Class. Lawyers for the class will hold two meetings for class members to explain the terms of the settlement in detail, describe the proposed plan for distributing net settlement proceeds to Class Members, assist in completing claim forms and answer any questions. The meetings for Class Members will occur: Wednesday, November 5, 2003 at 7 p.m. at St. Joseph's Church bingo hall. and Thursday, November 6, 2003 at 7 p.m. at St. Joseph's Church bingo hall. Spanish translators will be present at the second (November 6) meeting. PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE FOR INFORMATION. SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY Clerk of the Court Yakima County Superior Court 128 North Second Street Yakima, Washington PUBLISHED NOTICE RE SETTLEMENT & DISTRIBUTION - 3 of 3 (99-2-00611-8) [1241286 v7.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL, MALANCA, PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA. WASHINGTON 08101.1157 (253) 620-6500 - FACSIMILE (253)820.0555 Yakima Class Area }'OI—alcss( \\ il.ol 1 n Dalton Ln t_: Nob hilt Bongess t Birch St T'iliiii ii L it Siui .t. '" l>1 Her Ln 1 1,D 1- NI F Alead_Aye 117. Carey A LkirigSt awI.a er McNair A0• F Pierce St ,--akeata Ave Lilac Ln nt Ct 0 Yakima Class Area Zone 1 Zone 2 Zone 3 02 0 4 Moles Mundy Associates LLC (9!2003) 98-1203 V Calif )t7ti,t St Yak no E Chort St Park Aye shi gtor S 2 3 4 5 6 7 8 9 10 11 12 13 15 16 17 18 19 20 21 22 23 24 25 26 ''fie p 2003 Uci CITY LEGAL DEPT SUPERIOR COURT OF THE STATE OF WASHINGTON FOR YAKIMA COUNTY WILFRED and KAREN MURPHY, husband and wife, et al., Plaintiffs, v. CITY OF YAKIMA, a Washington municipal corporation, et al., Defendants. NO. 99-2-0061108 CERTIFICATE OF SERVICE ASSIGNED TO THE HONORABLE SUSAN L. HAHN I certify that on the _ day of October, 2003, true and correct copies of: 1. Plaintiffs' Motion for Preliminary Approval of Settlement and Plan of Distribution and for Approval of Class Notice; 2. Memorandum in Support of Plaintiffs' Motion for Preliminary Approval of Settlement; 3. Declaration of John C. Guadnola in Support of Motion for Preliminary Approval; 4. Published Notice of Proposed Final Settlement and Plan of Distribution; 5. Notice of Proposed Final Settlement and Plan of Distribution 6. Note for Motion Calendar and 7. Certificate of Service CERTIFICATE OF SERVICE - 1 of 2 [1212814 v2.doc] LAW OFFICES GORDON, THOMAS, HONEYWELL. MALANG& PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE, SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 96401-1157 (253) 620.6500 - FACSIMILE (253) 020.6565 1 2 5 6 7 3 9 10 11 12 13 14 C IJ 16 17 18 19 20 21 22 23 24 25 26 were delivered via facsimile by ABC Legal Messengers to counsel for the defendants as follows: Thomas H. Wolfendale Preston Gates & Ellis 701 Fifth Avenue Suite 5000 Seattle, WA 98104-7078 Timothy Leyh Danielson Harrigan & Tollefson 999 Third Avenue Suite 4400 Seattle WA 98104 and sent delivered by Federal Express to: Ray Paolella Yakima City Attorney 200 South 3rd Street Yakima, 'WA 98901 Philip A. Lamb City Attorney 102 West Ahtanum Union Gap WA 98903 Fax No. 509-576-8918 Stephen J. Tan Brown Reavis & Manning 1201 Third Avenue Suite 320 Seattle WA 98101 I declare under penalty and perjury under the laws of the State of Washington that the foregoing is true and correct. CERTIFICATE OF SERVICE - 2 of 2 [ 1212814 v2.doc] ,&144--) .J7(zzg,A,ee Gina A. Mitchell LAW OFFICES GORDON, THOMAS, HONEYWELL, MA PETERSON & DAHEIM LLP 1201 PACIFIC AVENUE. SUITE 2200 POST OFFICE BOX 1157 TACOMA, WASHINGTON 98401.1157 (253) 620.9500 - FACSIMILE (253) 620.6565 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting Of 10/07/2003 ITEM TITLE: Legislation to implement the Settlement Agreement for the Wastewater Odor Litigation and to Provide Funding for Capital Improvements to the Wastewater System. SUBMITTED BY: Dick Zais, Manage; ay Paolella, City Attorney; Rita An on, Finance Director; Doug Mayo, Wastewater Utility Manager; Cindy Epperson, Financial Services Manager; and Tim Jr sen, fireasury Services Officer. CONTACT PERSON/TELEPHONE: Ray Paolella, City Attorney; #575-6030 Doug Mayo, Wastewater Utility Manager; #575-6077-' Tim Jensen, Treasul``Sices°Officer; #575-6070 SUMMARY EXPLANATION: Attached to this agenda statement are the following items of legislation to implement the Settlement Agreement for the wastewater odor litigation and to provide funding for capital improvements to the wastewater system: A. Resolution authorizing the execution of the Settlement Agreement B. Ordinance amending wastewater rates C. Bond Ordinance, and D. Budget Appropriation Ordinance Continued ... Resolution X Ordinance XXX Other (Specify) Contract Mail to (name and address): Phone Funding Source All Wastewater Utility Customers APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: (A)Adopt Resolution authorizing Settlement Agreement; (B) Pass Ordinance authorizing Wastewater Rate Increase; (C) Pass Ordinance authorizing Bond Sale; and (D) Appropriation Ordinance: Read Ordinance by title only at the October 7, 2003 meeting and Pass Ordinance at the October 21, 2003 meeting. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: (A) Resolution adopted. RESOLUTION NO. R-2003-130 (B) Ordinance passed. ORDINANCE NO. 2003-63 (C) Ordinance passed ORDINANCE NO. 2003-64 (D) First reading of ordinance; second reading scheduled for 10-21-2003 Hard Disk:10-04-03AgendaStmt-Wastewat.doc Last printed 10/02/03 Page 2 of 5 Overview: The enclosed package of legislation will implement the settlement and release of all outstanding claims by the 3,700 member class against the City arising from the perceived odors from the City's wastewater treatment plant. The settlement must be presented to Yakima County Superior Court Judge Susan Hahn, and must ultimately be approved by the Court to take effect. Staff proposes to issue water/wastewater utility revenue bonds, the proceeds from which will be used to provide the funding for the odor litigation settlement costs and certain wastewater utility capital projects. The enclosed ordinance amending wastewater utility rates will provide the necessary funding, in conjunction with existing operating revenues, to pay the debt service on these bonds. In order to process the litigation settlement payment, receive the proceeds from the bonds, if these actions are authorized by Council, and record the proceeds in the appropriate funds and accounts, the 2003 budget must be amended. The budget appropriation necessary to account for the bond proceeds and uses contemplated to occur prior to year-end is enclosed. A. Litigation Settlement: Copies of the September 16, 2003 Press Release regarding the Wastewater Odor Litigation Settlement Agreement and the actual Settlement Agreement are enclosed for your information and review. The Resolution authorizing the Settlement Agreement is enclosed for your consideration and action at the October 7, 2003 Council meeting. Also enclosed, as an Appendix, you will find other documents related to the settlement, which were filed by the plaintiffs with the court. B. Wastewater Utility Rate Increase: The need for the wastewater rate increase is two -fold: 1) In September 2003, the City of Yakima and the Plaintiffs in the action styled Murphy, et al. v. City of Yakima, et al. reached a Settlement Agreement. This Settlement Agreement calls for the payment from the City to the Plaintiffs of $7,000,000. 2) In March 2002, Council adopted the 2000 Wastewater Facilities Plan, which identified the need for over $20 million of system investment during the next few years (2000-2006). This investment was scheduled to be financed with a combination of cash and new debt. To assist financing this cash and increased debt service, Council also enacted, by ordinance 2002-10, the 2001 Wastewater Cost of Service recommendations. Unfortunately, litigation expenses prior to settlement expended all new revenue and reserves continue to be depleted to unacceptable levels. The capital needs of the system to serve the community regarding mandates, safety, replacement, or added capacity were all put on hold, as no funding was available. Hard Disk:10-04-03AgendaStmt-Wastewat.doc Page 3 of 5 Staff has prepared and herein presents an additional adjusted rate schedule to retail customers. This adjusted rate schedule increases rates to Owner (inside city) customers approximately 5% for litigation settlement and 3% for capital improvements for a total of 8%. Based upon the City's rate policies of utilizing a Utility Rate basis to calculate rates for Non - owner customers, rates to Non -owner (outside city) customers were increased the same monetary amount. This proposal is estimated to increase revenues to the Wastewater Division annually by approximately $920,500. This proposed rate increase addresses litigation settlement expenses and previously anticipated construction, or rehabilitation costs. The Ordinance amending the Wastewater Utility Rates is enclosed for your consideration and action at the October 7, 2003 Council meeting. Rate Adjustment Summary: Owner (inside City) Retail Customers: • Ready -to -Serve Charge increased 8%; ($0.96) per month for a 3/4" water meter. • Volume Charge increased 8%; ($0.17) per Unit of Consumption (100 cubic feet). • Biochemical Oxygen Demand (BOD) increased 8%; ($0.022) per pound. • Suspended Solids (SS) increased 8%; ($0.018) per pound. • Rates for Pretreatment were also increased 8%. • Monthly increase to average household from 5% Litigation Settlement increase - $1.66. • Monthly increase to average household from 3% Capital Project increase - $ 1.00 Non -owner (outside City) Retail Customers: • Ready -to -Serve Charge increased $0.96 (5.1%) per month for a 3/4" water meter. • Volume Charge increased $0.17 (5.1%) per Unit of Consumption (100 cubic feet). • Biochemical Oxygen Demand (BOD) increased $0.022 (4.3%) per pound. • Suspended Solids (SS) increased $0.018 (3.6%) per pound. • Rates for Septage, Exceptional Waste, and Diverted Flow were also increased approximately 4%. Sunset Provision: The enclosed ordinance establishes that the dollar amount of the pro - rata share of the annual debt obligation related to the settlement agreement be removed from wastewater rates at the end of the 20 year bond payback period; ie: the portion of the debt service payments tied to the litigation will sunset upon maturity of these bonds. Hard Disk:10-04-03AgendaStmt-Wastewat.doc Page 4 of 5 C. Bond Sale Proposal: At this time, staff proposes the issuance of a 20 -year water/wastewater utility revenue bond in an amount not to exceed $17.7 million. These revenues would be used as follows: (a) $7 million Settlement Payment; (b) up to $8.7 million Capital Projects; and (c) approximately $2,000,000 for bond reserve, insurance, and bond issuance costs. (Total interest cost is currently estimated at 5.1 %.) (Note: the actual amounts of (b) and (c) above are estimates and are dependent on the bond market and other factors; thus the exact amount proceeds available for capital projects and the bond issuance costs will not be known until the bond sale date. Until the actual date of the sale, bond pricing and related costs can only be estimated; therefore, staff has requested bond authorization for approximately $700,000 more than the existing estimates to allow for market fluctuations between now and date of sale; thus, these numbers may be slightly different than those previously discussed with Council. Any additional bond proceeds received would be used for capital improvements.) The annual debt obligation from this bond sale is anticipated to be approximately $1,900,000; consisting of $1,350,000 in annual debt payment and $540,000 in annual debt coverage. (The total par amount of bonds issued will be constrained by this debt service amount.) A copy of the estimated debt service payment schedule is enclosed. The City intends to meet this debt service obligation with a combination of a new 5% across the board general rate increase for Litigation, a new 3% across the board general rate increase for Capital improvements, the 5% rate increase enacted in 1999, the 5% rate increase enacted in May of 2003, and revenue from other prior rate adjustments. (Note: Per 7.64.020.B.1 YMC, the City Utility Tax shall not be applied against that portion of the total gross revenue of the wastewater operating fund which is collected as debt coverage for the wastewater debt.) Pursuant to Council authorization of the issuance of these bonds, the Next Steps in carrying out this directive include: 1. Preparation of the Preliminary Official Statement (POS) and distribution to potential investors 2. Hold Rating Agency Interview 3. Attain Utility Consultant Certification as to revenue available for coverage 4. Pricing and Sale of Bonds, Purchase of Insurance, etc. 5. Preparation of the final Official Statement (OS) 6. Ratification by Council of the Bond Purchase Offer and the Final Official Statement 7. Distribution of all required Disclosures upon Settlement of the Bond Sale and Receipt of Proceeds Hard Disk:10-04-03AgendaStmt-Wastewat.doc Page 5 of 5 D. Budget Appropriation (Amendment): The City's 2003 budget needs to be amended in order to implement the settlement agreement and the bond ordinance, if authorized by Council. Since staff anticipates selling bonds in 2003, a budget appropriation is attached which will account for the bond proceeds and uses contemplated before the end of the year. (Note: The Wastewater Utility 2003 operating budget is not affected by these transactions, as any revenue from the requested rate adjustment will not be collected/spent until 2004.) Note: as you read this section and compare the numbers presented herein to the bond ordinance information presented above, keep in mind that the revenue estimates made in this appropriation are based on conservative market conditions. Since the estimates in the bond ordinance (above) are written to allow for market fluctuations and to provide the City with the opportunity to take advantage of any improvements in the interest rates, the numbers in the bond ordinance (noted above) will be higher than that included in this budget appropriation. However, any change in bond proceeds will not affect the 2003 expenditure estimates presented in this appropriation. Of the total estimated bond proceeds (note: the actual amount of bond proceeds will not be known until bond sale date), $15 million is anticipated to be deposited in the Wastewater Facility capital fund (478); Anticipated expenditures in this fund total $8,704,178 and include: Odor litigation settlement costs ($7 million) Interfund loan payment for costs related to sprayfield modification ($1,514,178) Bond issuance /Other Project start-up costs ($190,000) The Bond Ordinance also requires the establishment of 2 new funds to account for debt service. A portion of the bond proceeds (estimated to be $1,692,000) will need to be deposited in a revenue bond reserve fund (new fund 494). This transaction is also included in the attached ordinance. Note: Since there will not be a debt service payment in 2003, an appropriation will not be needed in the new debt service fund numbered 493. This fund will be included in the 2004 budget. Enclosed: • List of Proposed Capital Improvements to Wastewater Plant • Settlement Agreement Press Release • Section A: Settlement Agreement Legislation and related information • Section B: Wastewater Rate Increase Legislation • Section C: Bond Ordinance Legislation and Debt Service Schedule • Section D: Budget Appropriation Legislation • Appendix: Plaintiffs Documents filed with the Court Hard Disk:10-04-03AgendaStmt-Wastewat.doc OFFICE OF THE CITY MANAGER 129 North Second Street CITY HALL, Yakima, Washington 98901 Phone (509) 575-6040 PRESS RELEASE Dick Zais City Manager September 16. 2003 SUBJECT: Tentative Wastewater Odor Litigation Settlement Agreement A tentative settlement agreement has been reached, subject to final Yakima City Council and Court approval, that will conclude the five-year long 3,700 -member, class action lawsuit alleging significant damages against the City of Yakima's Wastewater Treatment Plant for perceived odors and diminished property values. In 1998, approximately 220 residents of the Cities of Union Gap and Yakima filed administrative claims with the City of Yakima for $75,000 damages each, totaling $16.5 Million. The 220 residents subsequently filed a lawsuit in Yakima County Superior Court, which was eventually expanded into a complex, class action case involving approximately 3,700 former and current residential property owners seeking $39 million in damages The settlement will conclude all outstanding claims by the 3,700 -member class against the City arising from the perceived odors from the City's Wastewater Treatment Plant, which were alleged to have been a nuisance and responsible for reducing property values. The class consists of former and current residential property owners. The settlement achieves a release of all claims against the City of any kind arising from the perceived odors, the alleged diminished property values, and the alleged claims of negligence in the operation of the wastewater treatment plant. The release is provided from former and present residential property owners and, in addition, bars subsequent claims for property damages resulting from odors at the plant. The plaintiffs also agree that the settlement and release language will be recorded against the property The class action lawsuit will be dismissed in exchange for the City paying the class members $7 million and agreeing to the entry of a judgment with the Court for $13 million. The settlement' provides that the $6 million difference between the City's payment and the judgment wili'not be collected from the City, but instead the Plaintiffs may seek to recover the difference from the City's insurance carriers Also, the settlement leaves open the potential that the City may also recover from the insurance carriers some, if not all, of its defense costs and possibly some of the $7 million that it will pay to the Plaintiffs. The settlement provides that the City may continue to operate the Wastewater Treatment Facility within normal, operational conditions that have been in existence since October 2000, when the City terminated the use of the sprayfield and Del Monte's fruit processing waste was transferred to the Plant for treatment (over) Yakima IBI 11fro? 994 Press Release City of Yakima September 16, 2003 Page - 2 The City's $7 million settlement will be paid for through a revenue bond A utility rate increase of 5% will be enacted to help pay a portion of the debt service expense of the bond, together with using existing resources from previous rate adjustments enacted for litigation costs. The City will also issue another $8 million in revenue bonds to begin making essential capital improvements to the Wastewater Treatment Facility, which have been deferred for the past five years as a result of the ongoing litigation and its costs, which have depleted the City's wastewater utility reserves. At the end of the twenty-year revenue bond, the increase in utility rate revenues needed for the litigation settlement will end. Over the past fifteen years, the City of Yakima has spent over $17 million in capital improvements to control and limit odor emissions from the Plant, and additional odor control projects are planned in the future for the Plant. The City has operated the Plant within the terms and conditions of its Wastewater Discharge Permit from the Department of Ecology, and has always been committed to serving the regional sewer needs of the community in an environmentally responsible, cost effective and efficient manner. For the past five years, however, the City has been forced to vigorously defend itself against the extraordinary damage claims asserted by the Plaintiffs in this case. The City has, at this time, decided, as a business decision, to settle this case through mediation. The City prepared a strong defense of this case. However, given the operational history of the Plant, the case law on nuisance claims and rulings of the trial court, we have reached a settlement to avoid expensive, ongoing litigation costs, to limit our exposure and the risk of incurring unknown and potentially significant damages, through an adverse jury verdict. The settlement enables the City to obtain certainty in this matter, sets a finite limit on its financial exposure in this class action case, and secures a protective release from future claims. The City also preserved the right to pursue a potential recovery of insurance coverage for a portion of its costs to date and the settlement amount. This tentative settlement and final enabling legislation for the bond sale and sewer rate adjustment will still require formal, open, public action by the City Council to approve and ratify the terms and conditions of the settlement. This legislation will be presented at the Council meeting on October 7, 2003. The settlement must be presented to Yakima County Superior Court Judge Susan Hahn, who has presided over the case. If approved by Judge Hahn, written notices concerning the final settlement will be mailed to area residents. City of Yakima Wastewater Treatment Plant Capital Improvements In the City of Yakima's approved Wastewater Facilities Plan the Wastewater Division has identified several priorities that need to be implemented at the Wastewater Treatment Plant to comply with new and existing environmental rules and regulations. Compliance is required to meet the Washington Department of Ecology (WDOE) criteria to provide adequate capacity and backup operations to major processes of the plant as identified in the City's NPDES Permit and associated rules and regulations. The following areas have been identified and prioritized as the Yakima Wastewater Treatment Plants most important operations to be implemented: Solids dewatering — only one of two centrifuges is functional any longer for dewatering Biosolids and it requires extensive maintenance to continue operating. A new centrifuge or alternate source of dewatering the biosolids is required to maintain compliance when the older centrifuge is out of service. Solids thickening - the waste activated sludge (WAS) thickening process reduces the volume of solids sent to the dewatering processes. There is currently only one dissolved air flotation thickener (DAFT) to thicken secondary sludge. A second thickening unit is needed to meet Ecology criteria. Secondary clarification — the secondary clarifiers are the final sedimentation process prior to discharge to the Yakima River. Reliability standards for WDOE require that 75% of the design flow for this final process should be handled with one unit off line. Based on this the two existing secondary clarifiers are at or near hydraulic capacity and an additional secondary clarifier is required to meet Ecology criteria. New RAS/WAS Pump Station — the RAS/WAS pump station is used to transport Return Activated Sludge (RAS) from the secondary clarifiers back to the aeration basin flow control system through two constant speed open screw pumps. Waste activated sludge is pumped from the two existing secondary clarifiers through two pumping systems. With the addition of a new secondary clarifier or future new aeration basins a new RAS/WAS pumping station would be required. With a new RAS/WAS pumping station current problems with the control of the RAS pumping flow split would be resolved as well as having sufficient capacity to handle peak hour flow conditions. Emergency Power — the emergency power system supplies a second source of power to assure minimum treatment is provided under utility power failures. The existing generator set was installed in 1972 and at a minimum requires a complete inspection/overhaul. Another generator set is required to operate the minimum treatment processes at present. Replacement of Blower VFDs — the VFDs that operate the four 400 horsepower blowers are far less efficient and generate more harmonic distortion on the electrical power system than newer technology. They are at the end of their useful life and are hard to find parts for. All four need to be replaced. If additional funds are available after completing the prioritized projects above, there are several other improvements and upgrades identified in the approved facilities plan that need to be completed. These projects are required to comply with current and future regulatory requirements and mandates also. The costs for the mandated improvements to the wastewater treatment plant and collection system identified in the approved facilities plan have been estimated at over 20 million dollars.