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HomeMy WebLinkAbout06/16/2009 21 Capitol Theatre Funding; Limited Tax General Obligation Bonds Issuance; Ordinance 2009-27 Repealed BUSINESS OF THE CITY COUNCIL • , , YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 2I For Meeting Of: June 16, 2009 ITEM TITLE(s): An Ordinance authorizing the issuance of Limited Tax General Obligation Bonds of the City in the principal amount not to exceed $8 million to finance the expansion, improvement and rehabilitation of the Capitol Theatre; providing the form and terms of the Bonds; and authorizing the City Manager or Director of Finance and Budget to approve the final terms of the Bonds. SUBMITTED BY: Finance Department __ CONTACT PERSON: Rita DeBord, Finance Director 575- 607 Tim Jensen, Treasury Services Officer 576 -6 S UMMARY EXPLANATION: . At their June 2, 2009 business meeting, City Council approved Lease and Development agreements with the Yakima Regional Public Facilities District (PFD) for a transaction that gave the PFD a leasehold interest in the Capitol Theatre. That leasehold interest is the legal underpinning that allowed the PFD to pledge all of their .025% Sales Tax Credit to the City to use as a source of debt service for bonds to be issued to help fund improvements, rehabilitation and expansion of the Capitol Theatre. This Ordinance, if approved by Council, will authorize the City staff to take all necessary actions to issues these bonds, within the general form and terms contained in the Ordinance. (Such actions include authorization of: Preliminary Official Statement, Official Statement, final terms of the Bonds and of the Sale /Purchase Agreement with the City's underwriter, and approve all other acts necessary to complete the transaction.) Continued Resolution _ Ordinance X Other (Specify) Contract _ Mail to (name and address): Funding Source .025% Sales Tax Credi he PFD APPROVED FOR SUBMITTAL: a` ' Cif Manager STAFF RECOMMENDATION: Pass Ordinance OC OARD /COMMISSION RECOMMENDATION: OUNCIL ACTION: Legal /BD rev. effective 7/21/92 • Council previously approved the Capitol Theatre project through a Policy Issue passed with the 2008 Budget. Bond proceeds are expected to provide approximately $7.2 million with related debt service, at a market rate of 4.35%, is estimated to be approximately $500,000 annually. Revenue from the Sales Tax credit is expected to generate approximately $480,000 annually in the early years to $700,000 annually in later years. (Note: debt service may be structured to be somewhat less in the early years and more in the later years to provide for potential fluctuations in the sales tax revenues.) On the June 2, .2009, the Executive Director of the Capitol Theatre provided staff with a project update which included plans to utilize proceeds from this bond issue to fund the following components of the project: J • Construction of a Production Center ($6.5M); • Construction of an 2 "d Floor Patio and Catwalk ($380K); • • Capitol Theatre Electrical work ($200K), and • Sound Doors (140K) Based on current project timelines and financial market conditions, staff anticipates selling the bonds in mid to late July 2009. Since the exact date of the bond sale can not be'determined at this time, this Ordinance delegates authority to 'approve the final Bond Purchase /Sale Agreement, other bond documents and all other acts necessary to complete the transaction to the City Manager and /or the Finance Director.. With the volatility in the bond market currently, it is - important;to have the authority to sell bonds when the . market permits the sale at the lowest possible cost, whatever day that might be. Staff will return to Council with a complete report 110, the sale at the next scheduled meeting after the bond sale. • Legal /BD rev. effective 7 /21/92 • r CITY OF YAKIMA, WASHINGTON LIMITED TAX GENERAL OBLIGATION BONDS, 2009 ORDINANCE NO. AN ORDINANCE OF THE CITY OF YAKIMA, WASHINGTON, PROVIDING FOR THE ISSUANCE OF LIMITED. TAX GENERAL OBLIGATION BONDS OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $8,000,000 TO FINANCE THE EXPANSION, IMPROVEMENT AND REHABILITATION OF THE CAPITOL THEATRE; PROVIDING THE FORM AND TERMS OF THE BONDS; AND DELEGATING THE AUTHORITY TO APPROVE THE FINAL TERMS OF THE BONDS. PASSED ON JUNE 16, 2009 PREPARED BY: K&L PRESTON GATES ELLIS Seattle, Washington • CITY OF YAKIMA • ORDINANCE NO. TABLE OF CONTENTS* Page SECTION 1. Definitions and Interpretation of Terms 3 SECTION 2. Findings and Authorization of Project 7 SECTION 3. Authorization of Bonds and Bond Details 7 SECTION 4. Registration, Exchange and Payments 8 SECTION 5. Redemption and Purchase 13 SECTION 6. Form of the Bonds 16 SECTION 7. Execution of the Bonds 18 SECTION 8. Application of Proceeds 19 SECTION 9. Tax Covenant 20 SECTION 10. Creation of Debt Service Fund and Provision for Tax Levy Payments 21 SECTION 11. Defeasance 22 SECTION 12. Sale of the Bonds; Official Statement - 23 SECTION 13. Bond Insurance 25 SECTION 14. Undertaking to Provide Ongoing Disclosure 25 SECTION 15. Lost or Destroyed Bonds 29 SECTION 16. General Authorization; Ratification of Prior Acts 29 SECTION 17. Severability 29 SECTION 18. Effective Date 30 * This Table of Contents is provided for convenience only and is not a part of this ordinance. • -1- P: 120358 DG120358 0K7 06/11/09 4I// ORDINANCE NO. AN ORDINANCE OF THE CITY OF YAKIMA, WASHINGTON, PROVIDING FOR THE ISSUANCE OF LIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $8,000,000 TO FINANCE THE EXPANSION, IMPROVEMENT AND REHABILITATION OF THE CAPITOL THEATRE; PROVIDING THE FORM AND. TERMS OF THE BONDS; AND DELEGATING THE AUTHORITY TO APPROVE THE FINAL TERMS OF THE BONDS. WHEREAS, the City of Yakima, Washington (the "City "), currently owns and operates the Capitol Theatre, a performing arts and special events center with two thousand or fewer permanent seats, originally built in 1920; and WHEREAS, the City desires to expand, rehabilitate and improve the Capitol Theatre, • which may include expanding the Theatre to adjacent property (the "Project "); and WHEREAS, pursuant to chapter 35.57 RCW (the "Act ") and an Interlocal Agreement dated July 25, 2001 (the "Interlocal Agreement "), the_ City and the Cities of Selah and Union Gap, Washington (the "Cities "), created the Yakima Regional Public Facilities District (the "District "); and WHEREAS, the District is authorized by the Act and the Interlocal Agreement to acquire, construct, own, remodel, maintain, reequip, repair, finance and operate one or more "regional centers" as defined in RCW 35.51.020, including, but not limited to, convention, conference or special event centers, or any combination of such facilities, with associated parking; and WHEREAS, the Capitol Theatre, as expanded, rehabilitated and improved by the Project, will serve as a "regional center" under RCW 35.57.030, benefiting the region including residents III of the Cities, by stimulating economic development, creating jobs, realizing additional sales and lodging tax revenues, attracting commercial business and tourism, and providing facilities for • special events and community events including artistic, musical, theatrical and other cultural exhibitions, presentations and performances; and WHEREAS, construction of the Project commenced on June 30, 2008, in satisfaction of the requirement of RCW 82.14.485(1) that rehabilitation of an existing regional center be commenced prior to January 1, 2009; and WHEREAS, the District, as authorized by RCW 82.14.485, imposed a 0.025% sales and use tax (the "Sales Tax "), effective January 1, 2008, to assist in fmancing the design, development, acquisition, construction, operation, rehabilitation, improvement and management of the Capitol Theatre; and WHEREAS, the Sales Tax operates to shift 0.025% of the retail sales and use taxes generated within the District boundaries to the District; and 411) WHEREAS, the Act and RCW 82.14.485(4) require a local match of 33% of the amount of the Sales Tax collected in order for the District to impose the Sales Tax and accordingly, the City will transfer a leasehold interest in the Capitol Theatre to the District in satisfaction of this match requirement; and WHEREAS, on July 1, 2008 the City Council approved an interfund loan (the "Interfund Loan") to the Capitol Theatre Construction Fund in the amount of $500,000 to provide interim financing for the Project, and WHEREAS, the City Council passed Ordinance No. 97 -29 on May 6, 1997, as amended, establishing a line of credit with KeyBank National Association which is evidenced by the City's Limited Tax General Obligation Bond, 1997 (KeyBank Line of Credit) (the "Line of Credit "); and III -2- P:120358 06120358 0K7 06/11/09 • WHEREAS, the City Council adopted Resolution R2009 -82 authorizing one or more draws on the Line of Credit in the aggregate principal amount of not to exceed $4,500,000 for the purpose of providing interim financing for costs of the Project; and WHEREAS, the City now desires to issue limited tax general obligation bonds in the aggregate principal amount of not to exceed $8,000,000 and apply bond proceeds to finance the Project and repay the Interfund Loan and draws on the Line of Credit, in consideration of the District's pledge of all Sales Tax receipts to the City to pay debt service on the bonds and other Project costs; and WHEREAS, the City further desires to contribute lodging taxes to the payment of the Bonds in an amount, if any, determined annually by the City Council, and the City will contribute revenues to the payment of the Bonds in the event of a Sales Tax shortfall; 411 NOW, THEREFORE, BE IT ORDAINED BY the. City of Yakima, Washington, as follows: SECTION 1. Definitions and Interpretation of Terms. As used in this ordinance, the following words shall have the following meanings, unless a different meaning clearly appears from the context: Bond Insurance Policy means the municipal bond insurance policy, if any, issued by the Insurer insuring the payment when due of the principal of and interest on all or a portion of the Bonds as provided therein. Bond Purchase Contract means the contract for the purchase of the Bonds between the Underwriter and City, executed pursuant to Section 12 of this ordinance. • -3- P: \20358_DG\20358_0K7 06/11/09 Bond Register means the registration books showing the name, address and tax • identification number of each Registered Owner of the Bonds, maintained pursuant to Section 149(a) of the Code. Bond Registrar means, initially, the fiscal agency of the State of Washington, for the purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the Bonds. Bonds mean the not to exceed $8,000,000 principal amount of the City of Yakima, Washington, Limited Tax General Obligation Bonds, 2009, issued pursuant to this ordinance. CEDE & Co. means the nominee of The Depository Trust Company. City means the City of Yakima, Washington, a municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of Washington. City Council means the legislative . authority of the City as the same shall be duly and regularly constituted from time to time. Code means the Internal Revenue Code of 1986, as amended, and shall include all applicable regulations and rulings relating thereto. Commission means the Securities and Exchange Commission. Debt Service Fund means the "LTGO Debt Service Fund, 2009 (Capitol Theatre Project)" authorized to be created by Section 10. Designated Representative means the City Manager or the Director of Finance and Budget of the City and any successor to the functions of such office. Development Agreement means the Design, Development, Construction and Financing Agreement between the City and the District for the design, development, rehabilitation, operations and improvement of the Capitol Theatre. III -4- P:‘20358_136120358_0K7 06/11/09 District means the Yakima Regional Public Facilities District, a public facilities district created by the City and the Cities of Selah and Union Gap. DTC means The Depository Trust Company of New York, as depository for the Bonds, or any successor or substitute depository for the Bonds. Federal Tax Certificate means the certificate executed by the Director of Finance and Budget or her designee setting forth the requirements of the Code for maintaining the tax- exemption of interest on the Bonds. Government Obligations means those obligations now or hereafter defined as such in chapter 39.53 RCW, as such chapter may be hereafter amended or restated. Hotel/Motel Taxes mean hotel/motel taxes levied pursuant to chapter 67.28 RCW. Insurer means the municipal bond insurance company, if any, selected and designated by 0 the Designated Representative, pursuant to Section 13 of this ordinance, or any successor thereto or assignee thereof, as issuer of a Bond Insurance Policy for all or a portion of the Bonds. Interfund Loan means the loan from the City to the Capitol Theatre Construction Fund as authorized by Resolution R- 2008 -104 of the City. Letter of Representations means the Blanket Letter of Representations from the City to DTC. - Line of Credit means the line of credit established by the City Council pursuant to Ordinance No. 97 -29 adopted on May 6, 1997, as amended, which is evidenced by the City's Limited Tax General Obligation Bond, 1997 (KeyBank Line of Credit). MSRB means the Municipal Securities Rulemaking Board or any successors to its functions. Until otherwise designated by the MSRB or the Commission, any information or notices submitted to the MSRB in compliance with the Rule are to be submitted through the i -5- P:120358_DM20358_0K7 06/11/09 MSRB's Electronic Municipal Market Access system ( "EMMA "), currently located at 0 www.emma.msrb.org. Project means the expansion, rehabilitation and improvement of the Capitol Theatre, as further described in Section 2 of this ordinance. Registered Owner means the person in whose name a Bond is registered on the Bond Register. For so long as the City utilizes the book -entry system for the Bonds, DTC shall be deemed to be the Registered Owner. Rule means the Commission's Rule 15c2 -12 under the Securities Exchange Act of 1934, as the same may be amended from time to time. Sales Tax means sales and use tax imposed by the District pursuant to RCW 82.14.485, effective January 1, 2008. Underwriter means Seattle - Northwest Securities Corporation, Seattle, Washington. ID Interpretation. In this ordinance, unless the context otherwise requires: (a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar terms, as used in this ordinance, refer to this ordinance as a whole and not to any particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean after, and the term "heretofore" shall mean before, the date of this ordinance; (b) Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa; _ (c) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons; III -6- P: \20356 DG120358 0K7 06/11/09 0 (d) Any headings preceding the text of the several articles and Sections of this ordinance, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this ordinance, nor shall they affect its meaning, construction or effect; and (e) All references herein to "articles," "sections" and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof. SECTION 2. Findings and Authorization of Project. The City Council hereby finds that it is in the public interest for the City to undertake the expansion, rehabilitation and improvement of the Capitol Theatre (the "Project ") pursuant to the terms of the Development Agreement. The cost of the Project will be financed in part from the proceeds of sale of the Bonds. If the City Council shall determine that it has become impractical to acquire any portion of the Project by 0 reason of changed conditions, the City shall not be required to acquire such portions of the Project. If all of the Project has been acquired or constructed or duly provided for, or found to be impractical, the . City Council may apply the Bond proceeds or any portion thereof to the redemption of the Bonds or to other capital purposes as the City Council, in its discretion, shall determine. SECTION 3. Authorization of Bonds and Bond Details. The City is hereby authorized to issue and sell the Bonds in the aggregate principal amount of not to exceed $8,000,000 to provide funds to finance and reimburse costs of the Project, to repay draws on the Line of Credit and/or the Interfund Loan made by the City to provide interim financing for the Project, and to pay all costs incidental thereto and to the issuance of the Bonds. The Bonds shall be general obligations of the City; shall be designated "City of Yakima, Washington, Limited Tax General 410 Obligation Bonds, 2009 "; with any additional series designation, if necessary; shall be dated as -7- P DG120358 0K7 06/11/09 of their initial date of delivery; shall be fully registered as to both principal and interest; shall be 0 in the denomination of $5,000 each, or any integral multiple thereof within a maturity, provided that no Bond shall represent more than one maturity; shall be numbered separately in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification; shall bear interest from their date, payable semiannually on the interest payment dates set forth in the Bond Purchase Contract; and shall mature in the years and in the principal amounts as set forth and approved in the Bond Purchase Contract executed by the Designated Representative pursuant to Section 12 of this ordinance. SECTION 4. Registration, Exchange and Payments. (a) Bond Registrar /Bond Register. The City hereby specifies and adopts the system of registration approved by the Washington State Finance Committee from time to time through the appointment of state fiscal agencies. The City shall cause a bond register to be maintained by the Bond Registrar. So long as any Bonds remain outstanding, the Bond Registrar shall make all necessary provisions to permit the exchange or registration or transfer of Bonds at its principal corporate trust office. The Bond Registrar may be removed at any time at the option of the Director of Finance and Budget upon prior notice to the Bond Registrar and .a successor Bond Registrar appointed by the Director of Finance and Budget. No resignation or removal of the Bond Registrar shall be effective . until a successor shall have been appointed and until the successor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of such 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 of the Bonds. 410 -8- P: 120358 DG\20358 0K7 06/11/09 III (b) Registered Ownership. The City and the Bond Registrar, each in its discretion, may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes (except as provided in Section 14 of this ordinance), and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. _Payment of any such Bond shall be made only as described in Section 4(h) hereof, but such Bond may be transferred as herein provided. All such payments made as described in Section 4(h) shall be valid and shall satisfy and discharge the liability of the City upon such Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance /Letters of Representations. The Bonds initially shall be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the Bonds as eligible for deposit at DTC, the City has executed and delivered to DTC a Blanket Issuer 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 (or any successor depository) with respect to the Bonds in respect of the accuracy of any records maintained by DTC (or any successor depository) or any DTC participant, the payment by DTC (or any successor depository) or any DTC participant of any amount in respect of the principal of or interest on Bonds, any notice which 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 (or any successor depository)), or any consent given or other action taken by DTC (or any successor depository) as the Registered Owner. For so long as any Bonds are held in fully-immobilized form hereunder, DTC or its successor depository shall be deemed to be the Registered Owner for all purposes hereunder, and all references herein to the Registered Owners III -9- P120358 06/11/09 shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of • any beneficial interest in such Bonds. If any Bond shall be duly presented for payment and funds have not been duly provided by the City on such applicable date, then interest shall continue to accrue thereafter on the unpaid principal thereof at the rate stated on such Bond until it is paid. (d) Use of Depository. (1) The Bonds shall be registered initially in the name of'"Cede & Co. ", as nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such immobilized Bonds, or any portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its nominee, provided that any such successor 0 shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any substitute depository appointed by the Director of Finance and Budget pursuant to subsection (2) below or such substitute depository's successor; or (C) to any person as provided in subsection (4) below. (2) 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 Director of Finance and Budget to discontinue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the Director of Finance and Budget may hereafter 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. (3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1) above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together with a written • -10- P: 120358 DG120358 0K7 06/11/09 • request on behalf of the Director of Finance and Budget, issue a single new Bond for each maturity then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the Director of Finance and Budget. (4) 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 Director of Finance and Budget determines that it is in the best interest of the beneficial owners of the Bonds that such owners be able to obtain such bonds in the form of Bond certificates, the ownership of such Bonds may then be transferred to any person or entity as herein provided, and shall no longer be held in fully- immobilized form. The Director of Finance and Budget shall deliver a written request to the Bond Registrar, together with a supply of • definitive Bonds, to issue Bonds as herein provided in any authorized denomination. Upon receipt by the Bond Registrar of all then outstanding Bonds together with a written request on behalf of the Director of Finance and Budget to the Bond Registrar, new Bonds shall be issued in the appropriate denominations and registered in the names of such persons as are requested in such written request. (e) Registration of Transfer of Ownership or Exchange; Change in Denominations. The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any such Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form appearing on such 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 Bond and shall authenticate and deliver, without • charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the -1 1- P: \20358_DG20358_01(7 06/11/09 new Registered Owner) of the same date, maturity and interest rate and for the same aggregate el 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 Bond, in exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds of the same date, maturity and interest rate, in any authorized denomination. The Bond Registrar shall not be obligated to register the transfer or to exchange any Bond during the 15 days preceding any interest payment or principal payment date any such Bond is to be redeemed. (f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the Registered Owner of any Bond with the same rights it would have if it were not the 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 right of the Registered Owners of Bonds. (g) Registration Covenant. The City covenants that, until all Bonds have been surrendered and canceled, it will maintain a system for recording the ownership of each Bond that complies with the provisions of Section 149 of the Code. (h) Place and Medium of Payment. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be calculated on the basis of a year of 360 days and twelve 30 -day months. For so long as all Bonds are 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 Letter of Representations. In the event that the Bonds are no longer in fully immobilized form, interest on • -12- P: 120358 DG\20358 0K7 06/11/09 • the 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 fifteenth day of the month preceding the interest payment date, or upon the written request of a Registered Owner of more than $1,000,000 of Bonds (received by the Bond Registrar at least 15 days prior to the applicable payment date), such payment shall be made by the Bond Registrar by wire transfer to the account within the continental United States designated by the Registered Owner. Principal of the Bonds shall be payable upon presentation and surrender of such Bonds by the Registered Owners at the principal office of the Bond Registrar. SECTION 5. Redemption and Purchase. (a) Mandatory Redemption of Term Bonds and Optional Redemption, if any. The Bonds may be called for redemption at any time prior to scheduled maturity under terms • approved by the Designated Representative in the Bond Purchase Contract pursuant to Section 12 of this ordinance. (b) Purchase of Bonds. The City reserves the right to purchase any of the Bonds offered to it at any time at a price deemed reasonable by the Director of Finance and Budget. (c) Selection of Bonds for Redemption. For as long as the Bonds are held in book -entry only form, the selection of particular Bonds within a maturity to be redeemed shall be made in accordance with the operational arrangements then in effect at DTC. If the Bonds are no longer held in uncertificated form, the selection of such Bonds to be redeemed and the surrender and reissuance thereof, as applicable, shall be made as provided in the following provisions of this subsection (c). If the City redeems at any one time fewer than all of the Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity to be redeemed • shall be selected by lot (or in such manner determined by the Bond Registrar) in increments of -13- P: 120358_DG120358_0K7 06/11/09 $5,000. In the case of a Bond of a denomination greater than $5,000, the City and the Bond • Registrar shall treat each Bond as representing such number of separate Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount of such Bond by $5,000. In the event that only a portion of the principal sum of a Bond is redeemed, upon surrender of such Bond at the principal office of the Bond Registrar there shall be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of the principal sum thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest rate in any of the denominations herein authorized. (d) Notice_ of Redemption. (1) Official Notice. For so long as the Bonds are held in uncertificated form, notice of redemption (which notice may be conditional) shall be given in accordance with the operational arrangements of DTC as then in effect, and neither the City nor the Bond Registrar • will provide any notice of redemption to any beneficial owners. Thereafter (if the Bonds are no longer held in uncertificated form), notice of redemption shall be given in the manner hereinafter provided. Unless waived by any owner of Bonds to be redeemed, official notice of any such redemption (which redemption may be conditioned by the Bond Registrar on the receipt of sufficient funds for redemption or otherwise) 'shall be given by the Bond Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the Registered Owner of the Bond or Bonds to be redeemed at the address shown on the Register or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar. All official notices of redemption shall be dated and shall state: (A) the redemption date, III -14- P:\20358 DM20356 0K7 06/11/09 • (B) the redemption price, (C) if fewer than all outstanding Bonds are to be redeemed, the identification by maturity (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (D) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (E) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Bond Registrar. On or prior to any redemption date, the City shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds • which are to be redeemed on that date. (2) Effect of Notice; Bonds Due. If an unconditional notice of redemption has been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All Bonds which have been redeemed shall be canceled and destroyed by the Bond Registrar and shall not be reissued. (3) Additional Notice. In addition to the foregoing notice, further notice shall • be given by the City as set out below, but no defect in said further notice nor any failure to give -15- P:120358 DG120358 0K7 06/11/09 all or any portion of such further notice shall in any manner defeat the effectiveness of a call for • redemption if notice thereof is given as above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed; (D) the maturity date of each Bond being redeemed; and (E) any other descriptive information needed to identify accurately the Bonds being redeemed. Each further notice of redemption may be sent at least 35 days before the redemption date to each party entitled to receive notice pursuant to Section 14, the Insurer, if any, and to the Underwriter and with such additional information as the City shall deem appropriate, but such mailings shall not be a condition precedent to the redemption of such Bonds. (4) Amendment of Notice Provisions. The foregoing notice provisions of this III Section 5, 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 6. Form of the Bonds. The Bonds shall be in substantially the following form: [STATEMENT OF INSURANCE] UNITED STATES OF AMERICA NO. $ STATE OF WASHINGTON CITY OF YAKIMA LIMITED TAX GENERAL OBLIGATION BOND, 2009 INTEREST RATE: % MATURITY DATE: CUSIP NO.: 110 - 16- P: %20358_D G1203580K7 06/11/09 • REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The City of Yakima, Washington, a municipal corporation organized and existing under the laws and Constitution of the State of 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 specified above, unless redeemed prior thereto as provided herein, together with interest on such Principal Amount from , 2009, or the most recent date to which interest has been paid or duly provided for, at the Interest Rate set forth above payable , 2009, and semiannually thereafter on each and until payment of the principal sum has been made or duly provided for. Both principal of and interest on this bond are payable in lawful money of the United States of America. The fiscal agency of the State of Washington has been appointed by the City as the authenticating agent, paying agent and registrar for the bonds of this issue (the "Bond Registrar "). 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 The Depository Trust Company ( "DTC ") referred to in the Blanket Issuer Letter of Representations (the "Letter of Representations ") from the City to DTC. This bond is one of an issue of limited tax general obligation bonds of the City of like date and tenor, except as to number, interest rate and date of maturity, in the aggregate principal • amount of $ , issued pursuant to Ordinance No. of the City, passed June 16, 2009 (the "Bond Ordinance "), to finance the expansion, rehabilitation and improvement of the Capitol Theatre and to make other capital improvements deemed necessary by the City Council. The bonds of this issue are subject to redemption prior to their stated maturities as provided in the Bond Ordinance. The City has irrevocably covenanted with the owner of this bond that it will annually include in its budget and levy taxes, within and as a part of the tax levy permitted to cities without a vote of the electorate, upon all the property subject to taxation in amounts sufficient, together with sales and use taxes levied pursuant to RCW 82.14.485 and hotel /motel taxes levied pursuant to chapter 67.28 RCW and other money legally available therefor, to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. The bonds of this issue have been designated by the City as "qualified tax- exempt obligations" for investment by financial institutions under Section 265(b) of the Code. The pledge of tax levies for payment of principal of and interest on the bonds may be discharged prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. • Reference is made to the Bond Ordinance as more fully describing the covenants with and the rights of Registered Owners of the bonds or registered assigns and the meanings of capitalized terms appearing on this bond which are defined in such ordinance. -17- P:120358 DG\20358_0K7 06/11 /09 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 hereon shall have been manually signed by the Bond Registrar. It is hereby certified and declared that this bond is issued pursuant to and in strict compliance with the Constitution and laws of the State of Washington and ordinances of the City, that all acts, conditions and things required to be done precedent to and in the issuance of this bond and the bonds of this issue have happened, been done and performed, and that this bond and the bonds of this issue do not exceed any constitutional or statutory limitations. IN WITNESS WHEREOF, the City of Yakima, Washington, has caused this bond to be signed on behalf of the City with the manual or facsimile signature of the Mayor and to be attested by the manual or facsimile signature of the Clerk of the City, and the seal of the City imprinted, impressed or otherwise reproduced hereon as of this day of , 2009. [SEAL] CITY OF YAKIMA, WASHINGTON _ __ _ By /s/ manual or facsimile David Edler, Mayor ATTEST: /s/ manual or facsimile • Deborah J. Moore, Clerk of the City • The Certificate of Authentication for the Bonds shall be in substantially the following form and shall appear on each Bond: CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of the City of Yakima, Washington, Limited Tax General Obligation Bonds, 2009, dated , 2009. WASHINGTON STATE FISCAL AGENCY, as Bond Registrar By Authorized Signer SECTION 7. Execution of the Bonds. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk and the seal of the City shall be impressed, imprinted or otherwise • -18- P: 120358 DM20358 0K7 06/11/09 • reproduced thereon. In case either or both of the officers who have signed or attested any of the Bonds cease to be such officer before such Bonds have been actually issued and delivered, such Bonds shall be valid nevertheless and may be issued by the City with the same effect as though the persons who had signed or attested such Bonds had not ceased to be such officers, and any Bond may be signed or attested on behalf of the City by officers who at the date of actual execution of such Bond are the proper officers, although at the nominal date of execution of such Bond such officer was not an officer of the City. Only Bonds that bear a Certificate of Authentication in the form set forth in Section 6, 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 Bonds so authenticated have been duly executed, authenticated and delivered and are 0 entitled to the benefits of this ordinance. In case either of the officers of the City who shall have executed the Bonds shall cease to be such officer or officers of the City before the Bonds so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such 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 Bond may also be signed and attested on behalf of the City by such persons as at the actual date of execution of such 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. SECTION 8. Application of Proceeds. At the time of delivery of the Bonds, the proceeds of the Bonds shall be deposited as follows: II0 - 1 9- P: 120358_DG\20358_0K7 06/11/09 (a) The accrued interest, if any, to the date of delivery shall be deposited to the Debt 0 Service Fund and used to pay a portion of the interest on the Bonds on the first interest payment date. (b) The amount necessary to repay draws on the Line of Credit made pursuant to Resolution No. R2009 -82 adopted by the City Council on June 2, 2009 for the purpose of financing costs of the Project shall be paid into the proper accounts held by the City and applied, together with other available funds, in amounts sufficient to repay such draws. _ (c) The remaining proceeds shall be deposited into Fund 322 ( "Capitol Theatre Project Fund ") and used to pay or reimburse (including any reimbursement of an interfund loan) the costs of the Project described in Section 2 and Section 3 and all costs incidental thereto and to the issuance of the Bonds. Money remaining in the Capitol Theatre Project Fund after all of such costs have been paid or reimbursed may be used to pay costs of other legally authorized capital expenditures of the convention center or shall be deposited into the Debt Service Fund. Money in the Capitol Theatre Project Fund may be invested as permitted by law and the investment policy of the City. All interest earned and profits derived from such investments shall be retained in and become a part of the Capitol Theatre Project Fund or deposited into the Debt Service Fund. SECTION 9. Tax Covenant. (a) General Covenant. The City shall comply with the provisions of this section unless, in the written opinion of Bond Counsel to the City, such compliance is not required in order to maintain the exemption of the interest on the Bonds from federal income taxation. The City hereby covenants that it will not make any use of the proceeds of sale of the 0 Bonds or any other funds of the City which may be deemed to be proceeds of such Bonds -20- P: 120356 0G120356 0K7 06/11/09 • pursuant to Section 148 of the Code and the applicable regulations thereunder that will cause the Bonds to be "arbitrage bonds" within the meaning of said section and said regulations. The City will comply with the requirements of Section 148 of the Code (or any successor provision thereof applicable to the Bonds) and the applicable regulations thereunder throughout the term of the Bonds. The City further covenants that it will not take any action or permit any action to be taken that would cause the Bonds to constitute "private activity bonds" under Section 141 of the Code. The City will pay any rebate amount to the United States of America at the times and in the amounts necessary to meet the requirements of the Code to maintain the federal income tax exemption of the interest payments on the Bonds, in accordance with the Federal Tax Certificate. (b) Designation under Section 265(b). The City hereby designates the Bonds as a r "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Code. The City does not anticipate issuing more than $30,000,000 of tax- exempt obligations during 2009 (excluding obligations permitted by the Code to be excluded for purposes of the City's qualification as a qualified small issuer). SECTION 10. Creation of Debt Service Fund and Provision for Tax Levy Payments. A special fund of the City known as the "LTGO Debt Service Fund, 2009 (Capitol Theatre Project)" (the "Debt Service Fund "), is hereby authorized to be created. The Debt Service Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the Bonds. The City hereby irrevocably covenants and agrees for as long as any of the Bonds are outstanding and unpaid that each year it will include in its budget and levy ad valorem taxes upon all the property within the City subject to taxation in an amount that will be sufficient, el together with the Sales Tax revenues collected by and remitted from the District to the City -21- P: \20358 DG\20358 0K7 06/11/09 pursuant to the Development Agreement and Hotel/Motel Taxes and all other revenues and money of the City legally available for such purposes, to pay the principal of and interest on the Bonds as the same shall become due. The City hereby irrevocably pledges that the annual tax provided for herein to be levied for the payment of such principal and interest shall be within and as a part of the tax levy permitted to cities without a vote of the people, and that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest 011 the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds to the extent that other legally available funds are not deposited into the Debt Service Fund. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of the taxes and for the prompt payment of the principal of and interest on the Bonds as the same shall become due and payable. ID The City hereby also irrevocably pledges the Sales Taxes and Hotel/Motel Taxes toward the payment of principal of and interest on the Bonds as the same shall become due and payable. SECTION 11. Defeasance. In the event that the City, in order to effect the payment, retirement or redemption of any. Bond, sets aside in the Debt Service Fund or in another special account, cash or noncallable Government Obligations, or any combination of cash and/or noncallable Government Obligations, in amounts and maturities which, together with the known earned income therefrom, are sufficient to redeem or pay and retire such Bond in accordance with its terms and to pay when due the interest and redemption premium, if any, thereon, and such cash and/or noncallable Government Obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the Debt Service Fund for the 0 payment of the principal of and interest on such Bond. The owner of a Bond so provided for -22- P:\20358 DG\20358 0K7 06/11/09 0 shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive payment of principal, premium, if any, and interest from the Debt Service Fund or such special account, and such Bond shall be deemed to be not outstanding under this ordinance. The City shall give written notice of defeasance to the owners of all Bonds so provided for within 30 days of the defeasance and to each party entitled to receive notice in accordance with Section 14 of this ordinance. SECTION 12. Sale of the Bonds; Official Statement. The Bonds shall be sold at negotiated sale to the Underwriter pursuant to the terms of the Bond Purchase Contract. The Designated Representative is hereby authorized to negotiate terms for the purchase of the Bonds and execute the Bond Purchase. Contract, with such terms as are approved by such person pursuant to this section and consistent with this ordinance. The Underwriter has advised the City Council that market conditions are fluctuating and, as a result, the most favorable market • conditions may occur on a day other than a regular meeting date of the City Council. The City Council has determined that it would be in the best interest of the City to delegate to the Designated Representative for a limited time the authority to approve the final interest rates, aggregate principal amount, principal amounts of each maturity of the Bonds and redemption rights. The Designated Representative is hereby authorized to approve the final interest rates, aggregate principal amount, principal maturities and redemption rights for the Bonds in the manner provided hereafter so long as (a) the aggregate principal amount of the Bonds does not exceed $8,000,000; and (b) the true interest cost for the Bonds (in the aggregate) does not exceed 5.00 %. • In determining whether or not to proceed with bond insurance and determining the final interest rates, aggregate principal amounts, principal maturities and redemption rights, the • -23- P:120358_0 G\20358_01(7 06/11/09 Designated Representative, in consultation with City staff, shall take into account those factors that, in his or her judgment, will result in the lowest true interest cost on the Bonds to their maturity, including, but not limited to current financial market conditions and current interest rates for obligations comparable in tenor and quality to the Bonds. Subject to the terms and conditions set forth in this Section 12, the Designated Representative is hereby authorized to execute the final form of the Bond Purchase Contract, upon the Designated Representative's approval of the final interest rates, aggregate principal amount, principal maturities and redemption rights set forth therein. Following the execution of the Bond Purchase Contract, the Designated Representative shall provide a report to the City Council, describing the final terms of the Bonds approved pursuant to the authority delegated in this section. The authority granted to the Designated Representative by this Section 12 shall expire 120 days after the effective date of this ordinance. If a Bond Purchase Contract for the Bonds has not been executed within 120 days after the effective date of this ordinance, the authorization for the issuance of the Bonds shall be rescinded, and the Bonds shall not be issued nor their sale approved unless such Bonds shall have been re- authorized by ordinance of the City Council. The ordinance re- authorizing the issuance and sale of such Bonds may be in the form of a new ordinance repealing this ordinance in whole or in part or may be in the form of an amendatory ordinance approving a bond purchase contract or establishing terms and conditions for the authority delegated under this Section 12. Upon the passage and approval of this ordinance, the proper officials of the City including the Designated Representative, are authorized and directed to undertake all action necessary for the prompt execution and delivery of the Bonds to the Underwriter thereof and • -24- 0358 DG.20658 oK7 06/11/09 • further to execute all closing certificates and documents required to effect the closing and delivery of the Bonds in accordance with the terms of the Bond Purchase Contract. The Designated Representative is authorized to ratify and to approve for purposes of the Rule, on behalf of the City, the Official Statement (and any Preliminary Official Statement) (both as defined in the Bond Purchase Contract) relating to the issuance and sale of the Bonds and the distribution of the Official Statement pursuant thereto with such changes, if any, as may be deemed by him or her to be appropriate. SECTION 13. Bond Insurance. The Designated Representative is hereby further authorized and directed to solicit proposals from municipal bond insurance companies for the issuance of a Bond Insurance Policy. In the event that the Designated Representative receives multiple proposals, the Designated Representative may select the proposal having the lowest cost 0 and resulting in an overall lower interest cost with respect to the Bonds. The Designated Representative may execute a commitment received from the Insurer selected by the Designated Representative. The City Council further authorizes and directs all proper officers, agents, attorneys and employees of the City to cooperate with the Insurer in preparing such additional agreements, certificates, and other documentation on behalf of the City as shall be necessary or advisable in providing for the Bond Insurance Policy. SECTION 14. Undertaking to Provide Ongoing Disclosure. (a) Contract /Undertaking. This section constitutes the City's written undertaking for the benefit of the owners of the 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 the Municipal Securities Rulemaking Board ( "MSRB "), the following annual • -25- P:120358_DG120358_01g 06/11/09 financial information and operating data for the prior fiscal year (commencing in 2010 for the • fiscal year ended December 31, 2009): 1. Annual financial statements, which statements may or may not be audited, showing ending fund balances for the City's general fund prepared in accordance with the Budgeting Accounting and Reporting System prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any successor statute); 2. The assessed valuation of taxable property in the City; 3. Ad valorem taxes due and percentage of taxes collected; 4. Property tax levy rate per $1,000 of assessed valuation; and 5. Outstanding general obligation debt of the City. Items 2 -5 shall be required only to the extent that such information is not included in the annual financial statements. • The information and 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 the MSRB. In lieu of providing such annual financial information and operating data, the City may cross - reference to other documents available to the public on the MSRB's interne website 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 prepared in accordance with the Budgeting 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 the MSRB. 0 -26- P: \20358 DG\20358 0K7 06/11/09 • (c) Material Events. The City agrees to provide or cause to be provided, in a timely manner to the MSRB notice of the occurrence of any of the following events with respect to the Bonds, if material: • Principal and interest payment delinquencies; • Non - payment related defaults; • Unscheduled draws on debt service reserves reflecting financial difficulties; • Unscheduled draws on credit enhancements reflecting financial difficulties; • Substitution of credit or liquidity providers, or their failure to perform; • Adverse tax opinions or events affecting the tax - exempt status of the Bonds; • Modifications to the rights of Bond owners; • Bond calls (optional, contingent or unscheduled Bond calls other than scheduled 1110 s fund redemptions for which notice is given pursuant to Exchange Act Release 34- 23856); • Defeasances; • Release, substitution or sale of property securing repayment of the Bonds; and • Rating changes. Solely for purposes of disclosure, and not intending to modify this undertaking, the City advises that no debt service reserves or property secures payment of the Bonds. (d) Notification Upon Failure to Provide Financial Data. The City agrees to provide or cause to be provided, in a timely manner, to the MSRB 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. • -27- P: \20358 0G120 358_0 K7 06/1 (e) Format for Filings with the MSRB. All notices, financial information and 0 operating data required by this undertaking to be provided to the MSRB must be in an electronic format as prescribed by the MSRB. All documents provided to the MSRB pursuant to this undertaking must be accompanied by identifying information as prescribed by the MSRB. (f) 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 Bonds. Any provision of this section shall be null and void if the City (1) obtains an opinion of nationally recognized bond counsel to the effect that the portion of the Rule that requires that provision is invalid, has been repealed retroactively or otherwise does not apply to the Bonds and (2) notifies the MSRB of such opinion and the cancellation of this section. The City may amend this section with an opinion of nationally recognized bond counsel • in accordance with the Rule. In the event of any amendment of this section, the City shall describe such amendment in the next annual report, and shall include a narrative explanation of the reason for the amendment 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 shall present a comparison (in narrative form and also, if feasible, in quantitative form) 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. III -28- P: \20358 DG\20358 0K7 06/11/09 III (g) Bond Owner's Remedies Under This Section. The right of any bondowner or beneficial owner of Bonds to enforce the provisions of this section shall be limited to a right to obtain specific enforcement of the City's obligations under, this section, 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 Bonds. 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 Bonds, including persons holding Bonds through nominees or depositories. SECTION 15. Lost or Destroyed Bonds. If any Bonds are lost, stolen or destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, maturity and tenor to the Registered Owner upon the owner paying the expenses and charges of the Bond Registrar and the City in connection with preparation and authentication of the replacement • Bond or Bonds and upon his or her filing with the Bond Registrar and the City evidence satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or her ownership, and upon furnishing the City and the Bond Registrar with indemnity satisfactory to both. SECTION 16. General Authorization; Ratification of Prior Acts. The Designated Representative and other appropriate officers of the City are authorized to take any actions and to execute documents as in their judgment may be necessary or desirable in order to carry out the terms of, and complete the transactions contemplated by, this ordinance. All acts taken pursuant to the authority of this ordinance but prior to its effective date are hereby ratified. SECTION 17. Severability. If any provision in this ordinance is declared by any court of competent jurisdiction to be contrary to law, then such provision shall be null and void and shall • -29- P:\20358 DG120358 0K7 06/11/09 be deemed separable from the remaining provisions of this ordinance and shall in no way affect 0 the validity of the other provisions of this ordinance or of the Bonds. SECTION 18. Effective Date. This ordinance shall be effective 30 days after its passage, approval and publication as provided by law. PASSED by the City Council of the City of Yakima at a regular meeting thereof, held this 16th day of June, 2009. CITY OF YAKIMA, WASHINGTON David Edler, Mayor ATTEST Deborah J. Moore, City Clerk III APPROVED AS TO FORM: City Attorney Publication Date: Effective Date: • -30- P:\20358 DG\20358 0K7 06/11/09 • CERTIFICATE I, the undersigned, Clerk of the City of Yakima, Washington (herein called the "City ") and keeper of the records of the City Council of the City (the "City Council "), DO HEREBY CERTIFY: 1. That the attached ordinance is a true and correct copy of Ordinance No. of the City (the "Ordinance "), as finally passed at a regular meeting of the City Council held on June 16, 2009, and duly recorded in my office. 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the City Council was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the passage of said Ordinance; 410 that all other requirements and proceedings incident to the proper adoption or passage of said Ordinance have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. DATED this 16th day of June, 2009. City Clerk • P: 120358_DG120358_OK7 06/11/09