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Home My WebLink About05/05/2020 05G Financing Contract with the Office of the State Treasurer; Street Lighting Energy Project to\'4\lyy tbxk ik 1 PPP +� PPP d g. P A P p P 1 PPi ittYlltYlt.\ta. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 5.G. For Meeting of: May 5, 2020 ITEM TITLE: Ordinance authorizing the execution of a financing contract with the Office of the State Treasurer and other Street Lighting Energy Project related documentation SUBMITTED BY: Steve Groom, Director of Finance and Budget SUMMARY EXPLANATION: This ordinance is to authorize financing for the completion of the energy-saving LED Street Lighting conversion. This utilizes the same State Treasurer financing program as the first phase of this project. In 2013, the City Council adopted Resolution R-2013-047 authorizing the execution of an agreement with the Washington State Department of Enterprise Services to manage an energy project to upgrade streetlights throughout the city to improve public safety and reduce energy costs. In 2017, the City Council adopted Ordinance 2017-016 authorizing the financing contract in the original amount of$2,400,000. The project subsequently disbursed $1,010,186 on the LED work before the project stalled. The City and contractor are now completing the city-wide LED conversion to achieve the energy savings originally contemplated. This ordinance will finance the remainder of the project, not to exceed $3,000,000. The Washington State Treasurer's LOCAL equipment and property financing program provides low-cost financing to municipalities. Recent rates from their most recent pooled debt placement were below 1.50%. Budgetary funding of this project will come over several years from city-wide streetlight energy savings.Annual energy savings of$100,000 appear to have been realized in 2019; however, due to seasonality and partial completion of the project at that time, full energy savings won't be known until we see a complete year following project completion. This ordinance authorizes staff to execute the contract and financing documents required to complete the financing of this project. ITEM BUDGETED: STRATEGIC PRIORITY: Public Safety 2 APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Pass Ordinance ATTACHMENTS: Description Upload Date Type D Ordinance 42E1'2020 Ordinance: D Local Agency Financing Contract 4'28'2020 Contract NJohcr itIntent 4:2Fir2TO Backup Material D Personal Property Certificate 4292020 Backup Material D Certificate of Alahonied Agency Reorceontallye 42912o2n Pack tip Material D State Treasurer Credit Aperrsal 4s2E1/2020 Backup Material 3 ORDINANCE NO. 2020- AN ORDINANCE Authorizing the acquisition of personal property and execution of a financing contract and related documentation relating to the acquisition of said personal property WHEREAS, the City of Yakima (the "Local Agency") has executed a Notice of Intent to the Office of State Treasurer, in the form of Exhibit A (the "NOI") to the form of Local Agency Financing Contract attached hereto (the "Local Agency Financing Contract"), in relation to the acquisition of and the financing of the acquisition of the Property (hereafter to include LED lighting fixtures and associated electrical equipment), as defined below, under the provisions of RCW Chapter 39.94; and WHEREAS, it is deemed necessary and advisable by the City Council of the Local Agency that the Local Agency acquire the equipment and/or personal property identified in the NOI (the "Property"); and WHEREAS, it is deemed necessary and advisable by the City Council of the Local Agency that the Local Agency enter into the Local Agency Financing Contract with the Office of the State Treasurer in an amount not to exceed $3,000,000, plus related financing costs, in order to acquire the Property and finance the acquisition of the Property; WHEREAS, the Local Agency will undertake to acquire the Property on behalf of and as agent of the Washington Finance Officers Association (the "Corporation") pursuant to the terms of the Local Agency Financing Contract, and in accordance with all applicable purchasing statutes and regulations applicable to the Local Agency; and WHEREAS, the Local Agency desires to appoint the individuals set forth in Exhibit C to the form of Local Agency Financing Contract as the representatives of the Local Agency in connection with the acquisition of the Property and execution of the Local Agency Financing Contract (each an "Authorized Agency Representative"); now, therefore BE IT ORDAINED BY THE CITY OF YAKIMA: Section 1. The individuals holding the offices or positions set forth in Exhibit C to the form of Local Agency Financing Contract are each hereby appointed as a representative of the Local Agency in connection with the acquisition of the Property and execution of the Local Agency Financing Contract and all other related documents. A minimum of one Authorized Agency Representative shall be required to execute any one document in order for it to be considered duly executed on behalf of the Local Agency. Section 2. The form of the Local Agency Financing Contract attached hereto is hereby approved and the Authorized Agency Representatives are hereby authorized and directed to execute and deliver the Local Agency Financing Contract, in an amount not to exceed $3,000,000, plus related financing costs, and in substantially the form attached hereto with such changes as may be approved by the Authorized Representatives, for the acquisition of the Property and financing of the acquisition of the Property. 4 Section 3. The Local Agency hereby authorizes the acquisition of the Property as agent of the Corporation in accordance with the terms and provisions of the Local Agency Financing Contract. Section 4. The Authorized Representatives are hereby authorized to execute and deliver to the Office of State Treasurer all other documents, agreements and certificates, and to take all other action, which they deem necessary or appropriate in connection with the financing of the Property, including, but not limited to, any amendment to the NOI and agreements relating to initial and ongoing disclosure in connection with the offering of securities related to the financing. PASSED BY THE CITY COUNCIL, signed and approved this 5th day of May, 2020. ATTEST: Patricia Byers, Mayor Sonya Claar Tee, City Clerk Publication Date: May 8, 2020 Effective Date: 5 Transaction No. 0857-7-1 LOCAL AGENCY FINANCING CONTRACT, SERIES 2020A (Personal Property) by and between the STATE OF WASHINGTON and CITY OF YAKIMA a municipal corporation ("Local Agency") Relating to State of Washington Certificates of Participation, Series 2020A Dated as of June 25, 2020 6 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; CONSTRUCTION; MISCELLANEOUS PROVISIONS; SUPPLEMENTS 2 Section 1.1 Definitions, Construction, Miscellaneous Provisions, Supplements 2 Section 1.2 Notice of Intent, Personal Property Certificate and Certificate Designating Authorized Local Agency Representative 2 Section 1.3 Performance by Representatives 2 Section 1.4 Installment Sale and Purchase of Property 2 Section 1.5 Agency Installment Payments 2 Section 1.6 Term 3 ARTICLE II SALE AND PURCHASE OF PROPERTY 3 Section 2.1 Local Agency Financing Contract Consolidated with Master Financing Contract 3 Section 2.2 Appointment as Agent; Acquisition of Property; Revision and Substitution of Property 3 Section 2.3 Title to the Property 4 Section 2.4 Security Interests 5 Section 2.5 Disclaimer of Warranties 5 ARTICLE III AGENCY INSTALLMENT PAYMENTS; CONDITIONAL PAYMENT BY STATE; FULL FAITH AND CREDIT OBLIGATION 6 Section 3.1 Agency Installment Payments 6 Section 3.2 Sources of Payment of Agency Installment Payments 6 Section 3.3 No Set-Off 7 Section 3.4 Assignments by the Corporation 7 ARTICLE IV OPTIONAL PREPAYMENT OF AGENCY INSTALLMENT PAYMENTS 8 Section 4.1 Optional Prepayment 8 Section 4.2 Revision of Agency Installment Payments upon Optional Prepayment 8 Section 4.3 Discharge of Local Agency Financing Contract 8 ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 9 Section 5.1 Representations and Warranties of the Local Agency 9 Section 5.2 Covenants and Agreements of the Local Agency 10 ARTICLE VI EVENTS OF DEFAULT; REMEDIES 14 Section 6.1 Agency Event of Default 14 Section 6.2 Rights of State Upon Agency Event of Default 15 Section 6.3 No Remedy Exclusive; Non-Waiver 15 -i- 7 ARTICLE VII MISCELLANEOUS PROVISIONS 16 Section 7.1 Indemnification of State and the Corporation 16 Section 7.2 Third Party Beneficiaries 16 Section 7.3 Notices to Agency 17 Exhibit A—Notice of Intent Exhibit B—Personal Property Certificate Exhibit C—Certificate Designating Authorized Agency Representatives Exhibit D—Schedule of Agency Installment Payments -ii- 8 LOCAL AGENCY FINANCING CONTRACT (Personal Property) This Local Agency Financing Contract (the "Local Agency Financing Contract"), is entered into by and between the state of Washington (the "State"), acting by and through the State Treasurer (the "State Treasurer"), and the Local Agency (as defined on the cover hereto), a municipal corporation of the State (the "Local Agency"). RECITALS The Parties are entering into this Local Agency Financing Contract based upon the following facts and expectations: 1. Chapter 39.94 RCW (the "Act") authorizes the State to enter into financing contracts for itself, including for state agencies, departments or instrumentalities, the state board for community and technical colleges, and any state institution of higher education (defined in Appendix 1 as "State Agencies"), for the use and purchase of real and personal property by the State; and 2. the Act also authorizes the State to enter into financing contracts on behalf of certain "other agencies" (defined in Appendix 1 as "Local Agencies"), including the Local Agency, for the use and acquisition for public purposes of real and personal property by such Local Agencies; and 3. the Act authorizes the State Finance Committee to consolidate existing or potential financing contracts into master financing contracts with respect to property acquired by one or more State Agencies or Local Agencies (together, "Agencies"); and 4. Chapter 43.33 RCW provides that the State Treasurer shall act as chair of the State Finance Committee and provide administrative assistance for the State Finance Committee, and the State Treasurer on behalf of the State Finance Committee has established a consolidated program for the execution and delivery of certificates of participation in master financing contracts in series from time to time in order to provide financing or refinancing for the costs of acquisition of such real and personal property by Agencies; and 5. the State Finance Committee has approved the form of this Local Agency Financing Contract by Resolution No. 1190 adopted on October 31, 2016; and 6. simultaneously with the execution and delivery of this Local Agency Financing Contract, the State is entering into a Master Financing Contract, dated as of the Dated Date (the "Master Financing Contract") with the Washington Finance Officers Association (the "Corporation"), a Washington nonprofit corporation, to provide financing for the costs of acquisition of certain items of personal property by certain State Agencies and Local Agencies, including the Local Agency, under the terms set forth therein; and 7. the Local Agency has determined that it is necessary and desirable to enter into this Local Agency Financing Contract, in conjunction with the State's entry into the Master Financing -1- 9 Contract,to obtain financing or refinancing for the costs of acquisition of certain items of personal property described in Exhibit B (the "Property"), by the Local Agency; NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other valuable consideration, the Parties hereto mutually agree as follows: ARTICLE I DEFINITIONS; CONSTRUCTION; MISCELLANEOUS PROVISIONS; SUPPLEMENTS Section 1.1 Definitions, Construction, Miscellaneous Provisions, Supplements. Appendix 1 is incorporated as part of this Local Agency Financing Contract by this reference. Appendix 1 provides (i) definitions for the capitalized terms used and not otherwise defined in this Local Agency Financing Contract; (ii) certain rules for interpreting this Local Agency Financing Contract; (iii) miscellaneous technical provisions that apply to this Local Agency Financing Contract; and (iv) rules on how this Local Agency Financing Contract may be amended or supplemented. Section 1.2 Notice of Intent, Personal Property Certificate and Certificate Designating Authorized Local Agency Representative. Exhibits A, B, C and D to this Local Agency Financing Contract are incorporated as part of this Local Agency Financing Contract by this reference. The Local Agency has delivered a Notice of Intent to the State Treasurer in the form of Exhibit A. In order to evidence its acceptance of the Property financed and acquired pursuant hereto, the Local Agency has executed and delivered, or will execute and deliver within 60 days from the Dated Date to the State Treasurer, a Personal Property Certificate in the form of Exhibit B. The Local Agency has delivered a Certificate Designating Authorized Agency Representatives to the State Treasurer in the form of Exhibit C. That Certificate is currently in force and has not been amended, withdrawn or superseded, and the signatures shown thereon are true and correct originals of the signatures of the persons who hold the titles shown opposite their names. The signature of any one of the individuals shown on that Certificate is sufficient to bind the Local Agency under this Local Agency Financing Contract with respect to any of the undertakings contemplated herein. Section 1.3 Performance by Representatives. Any authority granted or duty imposed upon the State hereunder may be undertaken and performed by the State Treasurer or the Treasurer Representative. Any authority or duty imposed upon the Local Agency hereunder may be undertaken and performed by the Authorized Agency Representative. Section 1.4 Installment Sale and Purchase of Property. The State agrees to sell to the Local Agency, and the Local Agency agrees to purchase from the State, all of the State's right, title and interest in and to the Property and all proceeds and profits from the Property, subject to the security interest granted pursuant to Section 2.4. Section 1.5 Agency Installment Payments. In consideration of the sale of the Property and the covenants and agreements of the State in this Local Agency Financing Contract,the Local Agency promises to pay to the State the following amounts at the following times: (a) On each Agency Installment Payment Date, the Agency Installment Payment set forth in Exhibit D, consisting of an Agency Principal Component and/or an Agency Interest Component as set forth in Exhibit D; and (b) all Additional Costs incurred by the State in connection with the sale of the -2- 10 Property to the Local Agency, the execution and delivery of the Certificates, and the observance and performance of the Series Agreements, within 30 days following receipt of an invoice from the State that includes (i) a brief description of each Additional Cost, (ii)the party to whom payment is due, (iii)the amount thereof, and(iv) such additional information as the Local Agency may reasonably request. Section 1.6 Term. The term of this Local Agency Financing Contract shall commence on the Dated Date and shall terminate on the date on which all amounts due hereunder shall have been paid or the payment thereof duly provided for pursuant to Section 4.3 hereof. ARTICLE II SALE AND PURCHASE OF PROPERTY Section 2.1 Local Agency Financing Contract Consolidated with Master Financing Contract. The Local Agency acknowledges that the State Treasurer, acting on behalf of the State Finance Committee, has consolidated this Local Agency Financing Contract with the Master Financing Contract pursuant to RCW 39.94.030(1)(a). Section 2.2 Appointment as Agent; Acquisition of Property; Revision and Substitution of Property. (a) Appointment as Agent. The Local Agency accepts its appointment in the Master Financing Contract as agent of the Corporation in connection with the acquisition of the Property, and acknowledges that such appointment is irrevocable and shall not be terminated by any act of the Local Agency,the State Treasurer or otherwise. (b) Acquisition of Property. The Local Agency agrees that (i) it has caused or will cause the Property to be acquired, as agent for the Corporation, with all reasonable dispatch; (ii) it will negotiate or call for bids for the purchase of the Property in accordance with the requirements and limitations, if any, imposed by State or local law with respect to the purchase of such Property by such Local Agency; (iii) it will make, execute, acknowledge and deliver any contracts, agreements, orders, receipts, documents, writings or instructions with or to any Person and do all other things that may be necessary or desirable to acquire the Property; and(iv) it will pay or cause to be paid the Costs of Acquisition of the Property from funds available to it pursuant to this Local Agency Financing Contract and the Master Financing Contract. The Local Agency shall file requisitions with the State Treasurer for the Acquisition Costs of the Property or reimbursement therefor in such form as the State Treasurer shall reasonably require. Neither the Corporation nor the State shall have any responsibility, liability or obligation with respect to the selection or procurement of any of the Property. (c) Revision and Substitution of Property. The Local Agency, with the prior written consent of the State Treasurer, may revise any item of Property to be financed or refinanced and acquired pursuant hereto, or the description thereof;provided, that(i) such item of Property as so revised shall satisfy the requirements under this Local Agency Financing Contract and the Master Financing Contract with respect to the substitution of Property previously acquired; (ii)the Costs of Acquisition of such item of Property shall not be materially reduced thereby; and (iii) any such -3- 11 revision shall not relieve the Local Agency of its obligation to acquire the Property in accordance herewith and with the Master Financing Contract. After acquisition of an item of Property, the Local Agency, with the prior written consent of the State Treasurer as agent for the Corporation,may substitute for an item of Property acquired pursuant to this Local Agency Financing Contract other personal property by filing with the State Treasurer a certificate of the Local Agency stating that such substitute Property(i) has a remaining useful life equal to or greater than the Property for which it is being substituted; (ii) has a fair market value equal to or greater than the fair market value of the item of Property for which it is being substituted; (iii) is free and clear of all liens and encumbrances except a first priority security interest in favor of the Corporation under the Master Financing Contract; (iv) is essential to the Local Agency's ability to carry out its governmental functions and responsibilities; and (v) is expected to be used by such Local Agency for the term of this Local Agency Financing Contract. The State Treasurer's consent to any such substitution as agent for the Corporation will be conditioned upon receipt by the State Treasurer of an Opinion of Counsel to the effect that such substitution will not cause interest evidenced and represented by the Certificates to be includable in gross income for federal income tax purposes under the Code. The State Treasurer also may require the Local Agency to reimburse the State Treasurer for all costs incurred, if any, to obtain such Opinion of Counsel. (d) Payment for Property if Acquisition Fund Not Sufficient. If money in the Acquisition Fund allocable to the Local Agency is not sufficient to pay the Acquisition Costs of the Property in full,the Local Agency shall cause the Acquisition Costs of such Property in excess of the allocable amount in the Acquisition Fund to be paid from other money of such Local Agency. Neither the Corporation nor the State Treasurer as agent for the Corporation for the disbursement of funds from the Acquisition Fund makes any representation or warranty, either express or implied, that the money which will be deposited into the Acquisition Fund allocable to the Local Agency will be sufficient to pay the Acquisition Costs of the Property. Neither the Corporation nor the State Treasurer as agent for the Corporation for the disbursement of funds from the Acquisition Fund shall have any obligation or liability for the payment of the Acquisition Costs of the Property other than from the proceeds of the Certificates and any other amounts that may be provided by the Local Agency. If the Local Agency shall pay or cause the payment of any Acquisition Costs in excess of the allocable amounts in the Acquisition Fund available for such purpose from other funds, the Local Agency shall not be entitled to any reimbursement from the Corporation or the State Treasurer as agent for the Corporation for the disbursement of funds from the Acquisition Fund for such payments, nor shall the Local Agency be entitled to any diminution, reduction, abatement, postponement, counterclaim, defense or set-off of the Agency Installment Payments, Additional Costs or other amounts otherwise required to be paid hereunder. Section 2.3 Title to the Property. All right,title and interest in and to the Property shall transfer to and be vested in the Local Agency from the State without any further action by the Local Agency or the State immediately upon the acquisition thereof by the Local Agency as agent for the Corporation or reimbursement to the Local Agency for the Acquisition Costs thereof; provided, that the State and the Local Agency shall take such action and execute such documents (including without limitation bills of sale and other title documents) as may be deemed necessary or desirable by the State or the Local Agency to evidence and confirm such transfer of title pursuant to this Local Agency Financing Contract. -4- 12 The State assigns to the Local Agency during the term hereof, for so long as no Agency Event of Default, Event of Default or other event permitting termination of this Local Agency Financing Contract has occurred and is continuing hereunder, all representations, warranties and guaranties, if any, express or implied, with respect to the Property from the manufacturers, suppliers and vendors thereof, subject, however, to a reservation by the State and the Corporation of a right to independently enforce such warranties and guaranties. Title to any and all additions, modifications, improvements, repairs or replacements to the Property shall be vested in the Local Agency, subject to the security interest of the Corporation until payment of all amounts due and owing with respect to such Property under this Local Agency Financing Contract. Any Property constituting a motor vehicle subject to registration with the State Department of Licensing shall be registered with the Local Agency as the registered and legal owner thereof. Section 2.4 Security Interests. (a) State Security Interest. In order to secure the payment and performance by the State of its obligations under the Master Financing Contract, the State has granted to the Corporation a lien on and security interest in all right, title and interest of the State, whether now owned or hereafter acquired, in and to the Property and this Local Agency Financing Contract, including without limitation the Agency Installment Payments and all proceeds thereof. The Local Agency agrees to such grant and that its right,title and interest in and to the Property is subject to such first priority lien and security interest. (b) Local Agency Security Interest. In order to secure the payment and performance by the Local Agency of its obligations under this Local Agency Financing Contract, the Local Agency grants to the Corporation a lien on and security interest in all right,title and interest of the Local Agency, whether now owned or hereafter acquired, in and to the Property. Accordingly, this Local Agency Financing Contract constitutes a security agreement. The Local Agency acknowledges and agrees that each provision of this Local Agency Financing Contract is also a provision of the security agreement. If required by the Corporation, the Local Agency will execute and deliver to the Trustee such security agreements,financing statements and/or other instruments covering the Property and all accessions thereto. Section 2.5 Disclaimer of Warranties. The Local Agency acknowledges and agrees that the Property is of a nature, size, design and capacity selected by the Local Agency pursuant to its own specifications, and not by the State or the Corporation, and that neither the State nor the Corporation is a manufacturer, supplier or a vendor of such Property. The Corporation makes no warranty or representation, either express or implied, and assumes no responsibility,liability or obligation,as to the value, design,condition,merchantability or fitness for a particular purpose or fitness for use of the Property, or as to the title thereto, or for the enforcement of the manufacturers', suppliers' or vendors' representations or warranties or guaranties, or any other representation or warranty with respect to the Property. In no event shall the Corporation be liable or responsible for any incidental, indirect, special or consequential -5- 13 damages in connection with or arising out of this Local Agency Financing Contract or the use by the Local Agency of the Property. ARTICLE III AGENCY INSTALLMENT PAYMENTS; CONDITIONAL PAYMENT BY STATE; FULL FAITH AND CREDIT OBLIGATION Section 3.1 Agency Installment Payments. Each Agency Installment Payment shall consist of an Agency Principal Component and/or an Agency Interest Component as set forth in Exhibit D to this Local Agency Financing Contract. Interest shall accrue and be calculated as determined by the State Treasurer, which determination shall be binding and conclusive against the Local Agency absent manifest error. Each Agency Installment Payment shall be paid to or upon the order of the State Treasurer by electronic funds transfer(or by other means acceptable to the State Treasurer) in lawful money of the United States of America at such place as the State Treasurer shall direct in writing not less than 10 Business Days prior to the Agency Installment Payment Date. Payments of Additional Costs shall be made to or upon the order of the State Treasurer. Each Agency Installment Payment shall be applied first to the Agency Interest Component, and then to the Agency Principal Component. Section 3.2 Sources of Payment of Agency Installment Payments. (a) Local Agency Financing Contract. The Local Agency acknowledges and agrees that the State is acquiring the Property from the Corporation for and on behalf of the Local Agency. Concurrently with the execution hereof, the State shall execute and deliver the Master Financing Contract pursuant to which the State agrees to make Installment Payments for the acquisition of the Property for and on behalf of the Local Agency, at such times and in such amounts as provided therein, which will be sufficient in the aggregate to pay the Purchase Price of the Property to be acquired by the State for and on behalf of the Local Agency, and interest thereon. The Local Agency pledges its full faith and credit to make the Agency Installment Payments that are required to be paid under this Local Agency Financing Contract. Installment Payments allocable to the Purchase Price of the Local Agency Property and interest thereon shall be payable by the State solely from Agency Installment Payments to be made by the respective Local Agencies, including the Local Agency, except as otherwise provided in Sections 3.2(c) and 3.2(d) of the Master Financing Contract and Sections 3.2(b) and 3.2(c) of this Local Agency Financing Contract. (b) Intercept of Local Agency Share of State Revenues. In the event that the Local Agency fails to make any payment due under this Local Agency Financing Contract, pursuant to RCW 39.94.030(1),the State Treasurer shall withhold an amount sufficient to make such payment from the Local Agency's share of State revenues or other amounts authorized or required by law to be distributed by the State to the Local Agency; but(i) only if the use of any such revenues or amounts to make such payments is otherwise authorized or permitted by State law, and(ii) only to the extent the Local Agency is otherwise entitled to receive such share of State revenues or other amounts. Such withholding shall continue until all such delinquent payments have been made. Amounts withheld by the State Treasurer pursuant to this Section 3.2(b) shall be applied to make any such payment due under this Local Agency Financing Contract on behalf of the Local Agency, -6- 14 or to reimburse the State for any such payment made pursuant to Section 3.2(c). The Local Agency authorizes, approves and consents to any such withholding. (c) Conditional Payment of Local Agency Installment Payments. Upon the failure of the Local Agency to make any Agency Installment Payment at such time and in such amount as required pursuant to this Local Agency Financing Contract,the State shall,to the extent of legally available appropriated funds and subject to any Executive Order reduction, make such payment into the Agency Installment Payment Fund (established under the Master Financing Contract) on behalf of such Local Agency within 15 Business Days after such Agency Installment Payment Date. The Local Agency shall reimburse the State for such payments made on its behalf immediately thereafter and in any case not later than 10 Business Days after such Agency Installment Payment Date,together with interest thereon at a rate equal to the State Reimbursement Rate. Anything herein to the contrary notwithstanding, failure of the Local Agency to reimburse the State for any such payment shall not constitute an Agency Event of Default, but the State may institute such legal action and pursue such other remedies against the Local Agency as the State deems necessary or desirable, including, but not limited to, actions for specific performance, injunction and/or the recovery of damages. (d) Payments by Local Agency Treasurer. The treasurer of the Local Agency shall establish and/or maintain a special fund in the "bonds payable" category of accounts of the Local Agency for the purposes of paying the Local Agency's Agency Installment Payments and Additional Costs. The treasurer of the Local Agency shall remit each Agency Installment Payment to the State on each Agency Installment Payment Date and any Additional Costs when due hereunder from any legally available funds of the Local Agency. Section 3.3 No Set-Off. The obligation of the Local Agency to make Agency Installment Payments from the sources set forth herein and to perform its other obligations hereunder shall be absolute and unconditional. The Local Agency shall make Agency Installment Payments as and when the same shall become due without diminution, reduction, postponement, abatement, counterclaim, defense or set-off as a result of any dispute, claim or right of action by, against or among the State, the Corporation,the Trustee, any Agency, and/or any other Person, or for any other reason; provided, that nothing in this Section 3.3 shall be construed to release or excuse the State from the observance or performance of its obligations hereunder. Section 3.4 Assignments by the Corporation. The Local Agency acknowledges and agrees that, concurrently with the execution and delivery of this Local Agency Financing Contract, the Corporation will unconditionally assign to the Trustee pursuant to the Master Assignment, without recourse, (i) all of its rights to receive the Installment Payments under the Master Financing Contract, (ii) all of its remaining right, title and interest in, to and under the Master Financing Contract and this Local Agency Financing Contract, and in and to the Property (including any security interest therein), in consideration for the payment by the Trustee to the State Treasurer, as agent of the Corporation, of the proceeds of the sale of the Certificates. The State and the Corporation have acknowledged and agreed that such assignment by the Corporation is intended to be a true sale of the Corporation's right, title and interest, and that upon such assignment the Corporation shall cease to have any rights or obligations under the Master Financing Contract or with respect to the Property, and the Trustee shall thereafter have all the rights and obligations of the Corporation under the Master Financing Contract as if the Trustee -7- 15 had been the original party thereto. Except where the context otherwise requires, every reference in the Master Financing Contract and this Local Agency Financing Contract to the Corporation shall be deemed to be a reference to the Trustee in its capacity as assignee of the Corporation. ARTICLE IV OPTIONAL PREPAYMENT OF AGENCY INSTALLMENT PAYMENTS Section 4.1 Optional Prepayment. (a) The Local Agency may, at its option and upon approval of the State Treasurer, prepay its Agency Installment Payments then unpaid, in whole or in part on any date, by causing to be deposited with the State Treasurer money and/or Government Obligations in an amount sufficient for the State to provide for the payment or defeasance of the portion of its Installment Payments corresponding thereto in accordance with Section 4.1(a) or 4.1(b), respectively, of the Master Financing Contract, and to pay any Additional Costs in connection therewith. (b) The Local Agency shall provide the State Treasurer with not less than 60 days' prior written notice of its intention to prepay any of its Agency Installment Payments,which notice shall specify the date of the date of such prepayment, and the amount and the Agency Installment Payment Dates of the Agency Installment Payments to be prepaid. The State Treasurer shall notify the Local Agency within 15 Business Days after receipt of such notice from the Local Agency as to the amount required to be paid in connection with such prepayment or provision for payment of the corresponding Installment Payments, including any Additional Costs in connection therewith. The determination by the State Treasurer of the amount to be paid by the Local Agency shall be binding and conclusive against such Local Agency, absent manifest error. Section 4.2 Revision of Agency Installment Payments upon Optional Prepayment. The Agency Principal Component and Agency Interest Component of the Agency Installment Payment due on each Agency Installment Payment Date on and after the date of any prepayment pursuant to Section 4.1, as set forth in Exhibit D, shall be reduced by the State Treasurer to reflect such prepayment, in such amounts and on such Agency Installment Payment Dates as the Local Agency shall elect in its written notice to the State Treasurer, pursuant to Section 4.1(b). Section 4.3 Discharge of Local Agency Financing Contract. All right, title and interest of the State and all obligations of the Local Agency under this Local Agency Financing Contract shall terminate and be completely discharged and satisfied (except for the right of the State and the Corporation and the obligation of the Local Agency to have the money and Government Obligations set aside applied pursuant to Section 4.3(b)to make the remaining Agency Installment Payments) when either: (a) all Agency Installment Payments and all Additional Costs and other amounts due hereunder have been paid in accordance herewith; or (b) (i)the Local Agency shall have delivered a written notice to the State Treasurer of its intention to prepay all of the Agency Installment Payments remaining unpaid; (ii)the Local Agency shall have caused to be deposited with the State Treasurer(A) money and/or Government Obligations in accordance with Section 4.1; and (B) an Opinion of Counsel to the effect that such -8- 16 actions are permitted under this Local Agency Financing Contract,the Master Financing Contract and the Trust Agreement and will not cause interest evidenced and represented by the Certificates to be includable in gross income for federal income tax purposes under the Code; and (iii) for so long as any Agency Installment Payments remain unpaid, provision shall have been made satisfactory to the Corporation for payment of all Additional Costs. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS Section 5.1 Representations and Warranties of the Local Agency. The Local Agency represents and warrants as follows: (a) The Local Agency is an "other agency" within the meaning of the Act, duly organized and validly existing under the Constitution and laws of the State. (b) The Local Agency is authorized under the laws of the State and its charter or other constituent document, if any, to enter into and perform its obligations under this Local Agency Financing Contract. (c) Neither the execution and delivery by the Local Agency of this Local Agency Financing Contract, nor the observance and performance of its terms and conditions, nor the consummation of the transactions contemplated by it, conflicts with or constitutes a breach of or default under any agreement or instrument to which the Local Agency is a party or by which the Local Agency or its property is bound, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon the Property, except as expressly provided in this Local Agency Financing Contract and the Master Financing Contract. (d) The Local Agency has duly authorized, executed and delivered this Local Agency Financing Contract. (e) This Local Agency Financing Contract constitutes valid and binding general obligation indebtedness of the Local Agency, enforceable against it in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally,to the application of equitable principles, and to the exercise of judicial discretion in appropriate cases. (0 The Property to be financed and acquired pursuant to this Local Agency Financing Contract is essential to the Local Agency's ability to carry out its governmental functions and responsibilities, and the Local Agency expects to make immediate and continuing use of the Property during the term of this Local Agency Financing Contract. (g) The useful life of the Property is equal to or exceeds the term of this Local Agency Financing Contract. (h) The obligations of the Local Agency under this Local Agency Financing Contract, together with all other outstanding indebtedness of the Local Agency, do not exceed any statutory or constitutional debt limit applicable to the Local Agency. -9- 17 (i) The Local Agency makes no representation or warranty regarding the perfection of any security interest in the Property,the Master Financing Contract or this Local Agency Financing Contract for the benefit of the Corporation. Section 5.2 Covenants and Agreements of the Local Agency. The Local Agency covenants and agrees as follows: (a) Preservation ofExistence. The Local Agency will do or cause to be done all things necessary to preserve its existence as an "other agency"within the meaning of the Act. (b) Budget. The Local Agency shall take such action as may be necessary to include all the Agency Installment Payments and Additional Costs due hereunder in its annual budget and to make the necessary annual appropriations for all such Agency Installment Payments and Additional Costs. (c) Levy of Taxes. If and to the extent authorized by law, the Local Agency covenants that it will levy taxes in such amounts and at such times as shall be necessary, within and as a part of the tax levy, if any, permitted to be made by the Local Agency without a vote of its electors,to provide funds, together with other legally available money, sufficient to make the Agency Installment Payments and the other payments required under this Local Agency Financing Contract. (d) Notice of Nonpayment. The Local Agency shall give written notice to the State Treasurer and the Corporation prior to any Agency Installment Payment Date if the Local Agency knows prior to such date that it will be unable to make all or any portion of the Agency Installment Payment due on such date. (e) Tax Exemption. The Local Agency shall not make any use of the proceeds of this Local Agency Financing Contract or the Certificates or of any other amounts, regardless of the source, or of any property, and shall not take or refrain from taking any action, that would cause the Master Financing Contract or the Certificates to be "arbitrage bonds" within the meaning of Section 148 of the Code. The Local Agency shall not use or permit the use of the Property or any part thereof by any Person other than a"governmental unit" as that term is defined in Section 141 of the Code, in such manner or to such extent as would result in the loss of the exclusion from gross income for federal income tax purposes of the Interest Component of the Installment Payments under Section 103 of the Code. The Local Agency shall not make any use of the proceeds of this Local Agency Financing Contract or the Certificates or of any other amounts, and shall not take or refrain from taking any action, that would cause the Master Financing Contract or the Certificates to be "federally guaranteed"within the meaning of Section 149(b) of the Code, or"private activity bonds"within the meaning of Section 141 of the Code, or"hedge bonds"within the meaning of Section 149 of the Code. To that end, for so long as any Agency Installment Payments remain unpaid,the Local Agency, with respect to such proceeds and other amounts, will comply with all requirements under such Sections and all applicable regulations of the United States Department of the Treasury promulgated thereunder. The Local Agency will at all times do and perform all acts and things permitted by law which are necessary or desirable in order to assure that the Interest Components of the Installment Payments will not be included in gross income of the Owners of the Certificates for federal income tax purposes under the Code, and will take no -10- 18 action that would result in such interest being so included. The Local Agency shall comply with the applicable provisions of the Tax Certificate. (0 No Liens; Sale or Disposal; or Assignment. The Local Agency shall not create, incur or assume any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to the Property, except the rights of the Corporation as provided herein and in the Master Financing Contract. The Local Agency shall promptly, at its own expense, take such action as may be necessary to duly discharge any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time. The Local Agency shall not grant, sell, transfer, assign, pledge, convey or otherwise dispose of any of the Property or any interest therein during the term of this Local Agency Financing Contract, and any such attempted grant, sale, transfer, assignment, pledge, conveyance or disposal shall be void. The Local Agency may not grant, sell, assign, transfer, convey, pledge, hypothecate or grant any security interest in any of its right, title or interest in, to or under this Local Agency Financing Contract. Any attempted grant, sale, assignment, conveyance, pledge, hypothecation or security interest shall be void. (g) Performance. The Local Agency shall punctually pay the Agency Installment Payments and any Additional Costs in conformity with the terms and provisions hereof, and will faithfully observe and perform all the covenants, terms and other obligations contained herein required to be observed and performed by the Local Agency. The Local Agency will not suffer or permit any default to occur hereunder, or do or permit anything to be done, or omit or refrain from doing anything, in any case where any such act done or permitted, or any such omission or refraining from doing anything, would or might be grounds for termination of this Local Agency Financing Contract. The Local Agency will not terminate this Local Agency Financing Contract for any cause, including but not limited to any acts or circumstances that may constitute failure of consideration, destruction of or damage to the Property, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of the State, or any failure by the State or the Corporation to observe or perform any covenant, agreement, term, condition or other obligation contained herein or in the Master Financing Contract required to be observed and performed by it, whether express or implied, or the bankruptcy, insolvency, liquidation or reorganization of the Corporation. (h) Further Assurances. The Local Agency will preserve and protect the rights of the State hereunder, and will warrant and defend such rights against all claims and demands of all Persons. The Local Agency will promptly execute, make, deliver, file and record any and all further assurances, instruments and agreements, and do or cause to be done such other and further things, as may be necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming to the State the rights and benefits provided to it hereunder. (i) Use of Property. During the term of this Local Agency Financing Contract, the Local Agency will use the Property for the purposes of performing one or more of its essential governmental functions or responsibilities. The Local Agency will not permit the Property to be used or operated other than by authorized employees, agents and contractors of the Local Agency. (j) Financial Statements. The Local Agency shall prepare annual financial statements and obtain audits thereof as required by law. Upon the Written Request of the State Treasurer,the -11- 19 Local Agency shall provide the State Treasurer with a copy of its most recent audited and unaudited financial statements. (k) Use;Repairs. For so long as the Local Agency is in possession of the Property,the Local Agency shall be solely responsible for the maintenance and repair, both ordinary and extraordinary, of the Property. The Local Agency will (i) keep and maintain the Property in good repair, working order and condition, and protect the same from deterioration other than normal wear and tear; (ii) cause the Property to be used within its normal capacity, in the manner contemplated by the manufacturer's specification, and in compliance with the requirements of applicable laws, ordinances and regulations,the requirements of any warranties applicable thereto, and the requirements of any insurance or self-insurance program required under Section 5.2(p); (iii) cause the Property to be used and operated by or under the direction of competent persons only, and obtain all registrations, permits and licenses, if any, required by law for the operation of the Property; and (iv)will pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance of the Property. The Local Agency, at its expense, will furnish all parts, mechanisms and devices required to operate and maintain the Property. (1) Alterations. The Local Agency will not make any alterations, additions or improvements to the Property without the prior written consent of the State Treasurer unless such alterations, additions or improvements (i) maintain or increase the value of the Property; or (ii)may be readily removed without damage to the Property. All such alterations, additions or improvements shall be deemed to be a part of the Property and shall be subject to the terms and provisions of this Local Agency Financing Contract. (m) Location; Inspection. The Property will be located within the State. The Corporation will be entitled to inspect the Property during regular business hours upon at least one Business Day's prior notice. The Local Agency acknowledges, and consents and agrees to, the right of the Corporation to so inspect the Property. (n) Impositions and Charges. If during the term of this Local Agency Financing Contract, any Imposition is imposed or incurred in connection with the sale and purchase of the Property by the Corporation to the State, or by the State to the Local Agency, or the ownership, operation, possession or use of the Property by the Corporation,the State or the Local Agency, or the payment of the Agency Installment Payments by the Local Agency, or the payment of the Installment Payments payable therefrom by the State, or any fines, penalties or interest imposed on or with respect to any of the foregoing, the Local Agency shall pay all such Impositions and charges when due. The Local Agency at its own expense may contest any such Impositions and charges until it obtains a final administrative or judicial determination with respect thereto, unless the Property is encumbered by any levy, lien or any other type of encumbrance because of the Local Agency's failure to pay such Impositions or charges. If the State or the Corporation pays any such Impositions or charges for which the Local Agency is responsible or liable hereunder, the Local Agency shall reimburse the State or the Corporation,as applicable,therefor as Additional Costs hereunder. The Local Agency shall hold harmless the State and the Corporation from and against all such Impositions and charges during the term of this Local Agency Financing Contract. (a) Risk of Loss; Damage; Destruction; Condemnation. The Local Agency assumes all risk of loss of or damage to the Property from any cause whatsoever, and the obligation of the -12- 20 Local Agency to pay the Agency Installment Payments or to perform any other obligation under this Local Agency Financing Contract shall in no way be released,discharged or otherwise affected for any reason, including without limitation (i) any defect in the condition, quality or fitness for use of, or title to, any portion of the Property, or(ii) any damage to, or abandonment, destruction, requisition, condemnation or taking of any portion of the Property. In the event of damage to any item of the Property, the Local Agency will immediately place the same in good repair, working order and condition as required by Section 5.2(k)hereof If the Local Agency determines that any item of Property is lost, stolen, destroyed or damaged beyond repair,the Local Agency will prepay all of its obligations for Agency Installment Payments and terminate its obligations hereunder in accordance with Section 4.3(b) hereof. (P) Insurance. (i) The Local Agency shall maintain, or cause to be maintained, in full force and effect, comprehensive general liability insurance with respect to the Property in such amounts as may be reasonably determined by the Local Agency from time to time but in any event not less than $1,000,000 per occurrence, or such greater amount as the State Treasurer may reasonably require from time to time. Such insurance may be carried under a blanket policy with umbrella coverage. Such insurance shall cover any and all liability of the Local Agency and its officials, officers, employees and volunteers. Such insurance shall include (A) coverage for any accident resulting in personal injury to or death of any person and consequential damages arising therefrom; and (B) comprehensive property damage insurance. (ii) The Local Agency shall maintain or cause to be maintained in full force and effect fire and extended coverage insurance with respect to the Property in such amounts and covering such risks as the Local Agency may reasonably determine from time to time but in any event not less than the aggregate amount of the Agency Principal Components of Agency Installment Payments due hereunder which remain unpaid. Such insurance may be carried under a policy or policies covering other property of the Local Agency. In the alternative,the Local Agency may assume financial responsibility for any physical damage to and/or loss of the Property; provided, however, that if the Local Agency elects this option, the Local Agency hereby covenants and agrees that it will promptly repair or replace the Property promptly upon any loss or damage thereto. (iii) The insurance required under paragraphs (i) and (ii) above: (A) shall be provided by a financially responsible insurance company authorized to do business in the State; (B) except for the insurance required under paragraph (ii) above and as provided in paragraph (iv) below, shall name the State and the Trustee as additional insureds thereunder; (C) shall provide that the same may not be canceled or given notice of non- renewal, nor shall the terms of conditions thereof be altered, amended or modified,without at least 45 days' prior written notice being given by the insurer to the State Treasurer; and (D)may be provided in whole or in part through a funded program of self-insurance reviewed at least annually by an insurance actuary. -13- 21 (iv) In the event that the Local Agency provides the insurance required under paragraph (i) above through its membership in a local government risk pool established under chapter 48.62 RCW, the State and the Trustee shall not be required to be named as additional insureds under such insurance; provided, however, that in such event the Local Agency agrees to protect, indemnify, and hold the State and the Trustee harmless from any claims,judgments, damages, expenses and losses covered by such insurance. (v) A certificate of insurance with respect to the required coverages shall be provided by the Local Agency to the State Treasurer annually on or prior to December 1 with respect to any required insurance maintained pursuant hereto. (vi) The Local Agency will pay or cause to be paid when due the premiums for all insurance policies required by this Section 5.2(p). ARTICLE VI EVENTS OF DEFAULT; REMEDIES Section 6.1 Agency Event of Default. Each of the following shall constitute an"Agency Event of Default"hereunder: (a) Failure by the Local Agency to pay or cause to be paid any Agency Installment Payment required to be paid hereunder within 10 Business Days of the respective Agency Installment Payment Date; (b) Failure by the Local Agency to observe or perform any covenant, agreement, term or condition on its part to be observed or performed hereunder, other than as set forth in paragraph (a) above, for a period of 30 days after written notice from the State Treasurer or the Trustee to the Local Agency specifying such failure and requesting that it be remedied;provided, however, that such period shall be extended for not more than 60 days if such failure cannot be corrected within such period, and the corrective action is commenced by the Local Agency within such period and diligently pursued until the failure is corrected; (c) If any statement, representation, or warranty made by the Local Agency in this Local Agency Financing Contract or in any writing delivered by the Local Agency pursuant hereto or in connection herewith is false, misleading, or erroneous in any material respect; and (d) Inability of the Local Agency to generally pay its debts as such debts become due, or admission by the Local Agency in writing of its inability to pay its debts generally or the making by the Local Agency of a general assignment for the benefit of creditors, or the institution of any proceeding by or against the Local Agency seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, reimbursement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or for appointment of a receiver, trustee, or other similar officer of it or any substantial part of its property, or the taking of any action by the Local Agency to authorize any of the actions set forth above in this Section 6.1(d). Notwithstanding the foregoing provisions of this Section 6.1, if by reason of force majeure the Local Agency is unable in whole or in part to carry out the covenants, agreements, terms and -14- 22 conditions on its part contained in this Local Agency Financing Contract, the Local Agency shall not be deemed in default during the continuance of such inability. The term`force maicure"means the following: acts of God; strikes; lockouts or other industrial disturbances or disputes; acts of public enemies; orders or restraints of any kind of the government of the United States of America or any of its departments, agencies or officials, or of its civil or military authorities; orders or restraints of the State or of any of its departments, agencies or officials or civil or military authorities of the State; wars,rebellions, insurrections;riots; civil disorders; blockade or embargo; landslides; earthquakes; fires; storms; droughts;floods; explosions; or any other cause or event not within the control of the Local Agency. The State,with the prior written consent of the Corporation,may, at its election, waive any default or Agency Event of Default and its consequences hereunder and annul any notice thereof by written notice to the Local Agency to such effect, and thereupon the respective rights of the Parties hereunder shall be as they would have been if such default or Agency Event of Default had not occurred. Section 6.2 Rights of State Upon Agency Event of Default. Whenever an Agency Event of Default hereunder shall have occurred and be continuing, the State shall have the following rights and may exercise any one or more of the following remedies: (a) By written notice to the Local Agency, require that the Local Agency promptly return possession and use of the Property to the State at any location specified in the United States (at the cost and expense of the Local Agency)in good repair,working order and condition, ordinary wear and tear excepted; (b) Take whatever action at law or in equity may appear necessary or desirable to collect the Agency Installment Payments then due and thereafter becoming due, or to enforce the observance or performance of any covenant, agreement or obligation of the Local Agency under this Local Agency Financing Contract; (c) Exercise any other rights or remedies it may have hereunder or under applicable law; and (d) Decline to execute any future financing contract on behalf of the Local Agency under the Act. Section 6.3 No Remedy Exclusive; Non-Waiver. No remedy conferred upon or reserved to the State hereunder or under applicable law is intended to or shall be exclusive, and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Local Agency Financing Contract or now or hereafter existing at law or in equity. No delay or omission to exercise any right or remedy accruing upon a default or an Agency Event of Default hereunder shall impair any such right or remedy or shall be construed to be a waiver of such default or Agency Event of Default, but any such right or remedy may be exercised from time to time and as often as may be deemed necessary or expedient. In order to exercise any remedy reserved to the State hereunder, it shall not be necessary to give any notice, other than such notice as may be required hereunder. A waiver by the State of any default or Agency Event of Default hereunder shall not constitute a waiver of any subsequent default or Agency Event of Default hereunder, and -15- 23 shall not affect or impair the rights or remedies of the State in connection with any such subsequent default or Agency Event of Default. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1 Indemnification of State and the Corporation. To the extent permitted by law, the Local Agency hereby releases the State and the Corporation from, agrees that the State and the Corporation shall not be liable for, and agrees to indemnify and hold the State and the Corporation and their respective directors, officers, officials, employees, and agents harmless from, any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever arising out of the ownership or operation of the Property or the acquisition, financing or refinancing thereof The Local Agency agrees to indemnify and hold the State and the Corporation and their respective directors, officers, officials, employees, and agents harmless from any losses, costs, charges, expenses (including reasonable attorneys' fees),judgments and liabilities incurred by it or them, as the case may be, in connection with any action, suit or proceeding instituted or threatened in connection with the transactions contemplated by this Local Agency Financing Contract or the exercise of rights or the performance of duties of the State or the Corporation under this Local Agency Financing Contract, the Master Financing Contract or the other Series Agreements to which each of them is a Party, except to the extent caused by the gross negligence or willful misconduct of such indemnified party. The indemnification provided in this Section 7.1 shall survive the final payment of the Agency Installment Payments and the termination of this Local Agency Financing Contract for any reason. Section 7.2 Third Party Beneficiaries. The Corporation and the Trustee, as assignee of the Corporation, shall be third party beneficiaries of this Local Agency Financing Contract. -16- 24 Transaction No. 0857-7-1 Section 7.3 Notices to Agency. The notice address for the Local Agency shall be as set forth in the Notice of Intent. STATE: STATE OF WASHINGTON OFFICE OF THE STATE TREASURER By Treasurer Representative LOCAL AGENCY: CITY OF YAKIMA By Alex Meyerhoff, Interim City Manager By Steve Groom, Director of Finance and Budget -17- 25 EXHIBIT A NOTICE OF INTENT [attached] 26 EXHIBIT B PERSONAL PROPERTY CERTIFICATE [attached] 27 EXHIBIT C CERTIFICATE DESIGNATING AUTHORIZED AGENCY REPRESENTATIVES [attached] 28 EXHIBIT D SCHEDULE OF AGENCY INSTALLMENT PAYMENTS [to be attached upon availability] Notice of Intent 29 State of Washington LOCAL PROGRAM Local Agency Information Legal Name: City of Yakima County: Yakima MCAG No.: Address: 129 N 2"`r Street Zip: 98901 Contact Person: Steve Groom Title: Finance Director Phone:(509) 576-6644 Fax: 509-576-6364 E-mail: stew.groom;t%yakimavva.gov Property (Real Estate or Equipment) Property description (include quantity, if applicable): LED lighting fixtures and associated electrical equipment Purpose of property (Please be specific and include dept. of use): Energy efficient LED street lighting throughout city, reducing electricity expense of the city's Streets Department Total cost: $ 2, 10,16 Maximum amount to finance: $ 1, 00,000 Finance term: 15 Useful life: Desired financing date: February, 2020 If real estate,the Real Estate Worksheet: Ells attached ❑ Will be provided by(date): If equipment, select how the property purchase price will be paid: ® Reimbursement to Local Agency.If expenditures are made prior to the COP closing date, a Reimbursement Resolution will be required with your financing documents. To comply with IRS requirements, expenditures made more than 60 days prior to the date of the resolution cannot be reimbursed. ❑ Direct payment to vendor. Confirm the vendor is registered in the Statewide Vendor System at http://des.wa.gov/services/ContractingPurchasing Business/VendorPay/Pages/default.aspx or call 360.407.8180. Security Pledge ❑ Voted general obligation of local government ® Non-voted general obligation of local government Other Information If any of the following apply,please provide a complete discussion on a separate page: ❑ Yes ®No Is the local agency a party to significant litigation? Yes ❑No Has the agency received a bond rating in the last two years? If yes,bond rating(s): A+ (see attached rating agency letter) The Local Agency reasonably expects to be reimbursed for original expenditures made to acquire the personal/real property from sale proceeds of certificates of participation in a Personal/Real Property Financing Lease with the State Treasurer in the maximum amount expected to be financed as identified above.The Local Agency reasonably expects that the personal/real property will be used for its governmental purpose and not by any nongovernmental person for private business use. Signature: Date: 2 Printed Nz Signature Title: Director of Finance and Budget `mom 1 30 s C�} ............................................................................................................. y • • 1 . Primary Credit Analyst: Alyssa B Farrell,Centennial(1) 303-721-4184;alyssa.farrell@spglobal.com Secondary Contact: Benjamin P Geare,San Francisco+ 1 (415) 371 5047;benjamin.geare@spglobal.com a1 1 t is Rating Action Stable Two-Year Outlook Credit Opinion Related Research MAW STANDARDANDPOORS.COM/RATINCSDERECT MARCH 13, 2020 1 31 Su ary: Credit Proffie US$15,485 mil Itd tax GO and rfdg bnds ser 2020B due 12/01/2044 Long Term Rating '; ': A+/Stable New US$10,61 mil ltd tax GO rfdg bnds ser 2020A due 12/01/2033 Long Term Rating S A+/Stable New Yakima GO(MBIA)(MBIA of Illinois) Unenhanced Rating A+(SPUR)/Stable Affirmed Rating Action S&P Global Ratings assigned its 'A+'long-term rating to Yakima,Wash.'s 2020A limited-tax general obligation (GO) refunding bonds and 2020B limited-tax GO and refunding bonds.At the same time,S&P Global Ratings affirmed its 'A+'long-term rating and underlying rating(SPUR)on the city's limited-tax GO debt outstanding.The outlook is stable. Yaldma's full faith and credit,including the city's obligation to levy ad valorem taxes subject to statutory limitations and a limitation on property tax revenue growth to 1%per year, excluding new construction, secure the 2020 bonds. The rating is equal to our view of the city's general creditworthiness, as obligor,because the limitations do not narrow the tax base or limit the fungibility of property tax revenue for different uses,in our view. The 2020A bonds will be issued in the par amount of approximately$10.6 million,and the bond proceeds will refinance the 2004 irrigation system revenue bonds, 2007 limited-tax GO bonds, 2008 limited-tax GO bonds, 2008 water and sewer revenue and refunding bonds, and 2009B limited-tax GO bonds outstanding. The 2020B bonds will be issued in the approximate par amount of$15.5 million, and proceeds will be used to refinance the 2007 bonds outstanding and to finance and reimburse the city for costs of the Yakima Convention Center improvements. Credit overview Yakima's local economy is anchored in agriculture,with fruit farms and wineries providing stability to the local employment base. Typical of agricultural economies,wealth and income indicators somewhat lag those of regional peers, although the affordability of local housing has contributed to steady population growth and new construction over the past decade.While lodging tax revenue has declined modestly in the last two years,the city has reported consistently strong budgetary performance and is working toward rebuilding its available fund balance position to very strong levels in the near term. The city's well-funded pension liabilities,which we believe will maintain stable costs, also support the city's credit stability. The ratings further reflect our view of the city's: • Very weak economy,with market value per capita of$78,160 and projected per capita effective buying income at 69.7%of the national level; )fifyi COI/=4TINGsDhET MARCH 13,2020 2 32 Summary: Yakima, Washington; General Obligation • Strong management,with good financial policies and practices under our Financial Management Assessment (FMA) methodology; • Strong budgetary performance,with balanced operating results in the general fund and an operating surplus at the total governmental fund level in fiscal 2018; • Adequate budgetary flexibility,with an available fund balance in fiscal 2018 of 11.6%of operating expenditures, as well as limited capacity to reduce expenditures; • Very strong liquidity,with total government available cash at 41.3%of total governmental fund expenditures and 6.3x governmental debt service, and access to external liquidity we consider strong; • Adequate debt and contingent liability profile,with debt service carrying charges at 6.5%of expenditures and net direct debt that is 51.9%of total governmental fund revenue,but significant medium-term debt plans; and • Adequate institutional framework score. The stable outlook reflects our view of the historically stable local tax base, as well as our expectation that financial performance will remain consistently strong throughout the next two years, supported by what we consider strong financial management policies and practices. Stable Two-Year Outlook Upside scenario Should continued tax base growth boost economic indicators to levels commensurate with those of higher-rated peers, and should the city replenish its general fund reserve to a level in compliance with its formal reserve policy and sustain its reserves at a very strong level,we could raise the ratings. Downside scenario We could lower the ratings if the city were to experience a period of sustained operational imbalance, depleting the reserves to below a level we consider strong. Credit Opinion Very weak economy We consider Yakima's economy very weak. The city,with an estimated population of 94,760,is located in Yakima County and serves as the county seat.Yakima serves as a retail,processing and transportation hub for the surrounding agricultural region. Its economic and revenue performance are tied closely to climate and agricultural growing conditions, although we understand that ongoing retail and commercial development may help the city diversify its economic and revenue base in the future. The largest employers include the health care,retail, agriculture, government sectors. Local vineyards and outdoor recreational activities drive the city's tourism industry,which management indicates has been relatively stable thus far. The city has a projected per capita effective buying income of 69.7%of the national level and per capita market value of$78,160. The county unemployment rate was 6.3%in 2018. The city's market value grew by 7.3%over the past year to$7.4 billion in 2020.We understand that there is recent and AND DrND' �E COMi=4TIVGDfECT MARCH 13,2020 3 33 Summary: Yakima, Washington; General Obligation ongoing development within the city,including two new hotels and a potential redevelopment of a large former mill site,which the city expects to be used for mixed-use development in the next five years.We anticipate continued growth in the tax base to contribute to additional gains in property values for the near term. The top 10 taxpayers account for about 4.9%of assessed value,representing a very diverse taxpayer base. Strong management We have revised our view of the city's management to strong from adequate,with good financial policies and practices under our Financial Management Assessment methodology,indicating financial practices exist in most areas,but that governance officials might not formalize or regularly monitor all of them. The revision reflects the city's prudent forecasting practices and adoption of comprehensive investment management policies. The city manager and finance director are new to the city within the last year and have been working to implement additional financial management policies and practices,which we believe will continue to strengthen our assessment. Highlights of the city's approach to financial management include: • A budget formation process that incorporates internal and external analyses of historical revenue and expenditure trends; • Monthly review of revenues and expenditures by the management team,with quarterly budget-to-actual reports to the council, and the ability to amend the budget throughout the year; • Maintenance of a five-year financial forecast,which is annually updated and presented to council during the budget adoption; • A five-year capital projects list,with funding identified for the current-year projects; • A formal investment policy that exceeds state requirements,with quarterly reports to council on investment holdings and earnings; • A basic debt management policy that specify limitations on the types, amounts, and uses of debt and investments; and • A reserve policy of maintaining 16.7%of general fund expenditures,in line with Government Finance Officers Assn. best practices,which the city is striving to rebuild its balances to meet. Strong budgetary performance Yaldma's budgetary performance is strong,in our opinion. The city had balanced operating results in the general fund of 0.5%of expenditures, and surplus results across all governmental funds of 2.0%in fiscal 2018. The city's general fund operating results have been stable over the last three years,with a result of 0.6%in 2017 and a result of 1.1%in 2016. The city's general fund revenue is composed primarily of sales tax at 26%,utility and franchise tax at 26%,property tax at 15%, and charges for services at 14%. Sales tax and franchise tax revenue make up the largest portion of revenue, each of which has grown modestly over the last three years. The city has budgeted for continued growth in the primary revenue streams in fiscal 2020 due to continued tax base growth. Unaudited actuals for fiscal 2019 indicate a slight operating surplus. The fiscal 2020 budget projects an additional AND DrND' �E COi=4TIVGDfECT MARCH 13,2020 4 34 Summary: Yakima, Washington; General Obligation surplus, and management indicated that revenues and expenditures are tracking in line with the assumptions. Revenue is expected to continue to grow at its moderate pace, outpacing the gradual growth in expenditures. However, should there be a decline in these cyclical sales tax revenues as a result of an economic downturn or a reduction in tourism, we believe that the city has sufficient capacity to absorb the potential losses. Adequate budgetary flexibility Yaldma's budgetary flexibility is adequate,in our view,with an available fund balance in fiscal 2018 of 11.6%of operating expenditures, or$7.6 million. Over the past three years,the total available fund balance has remained at a consistent level overall,totaling 11.2%of expenditures in 2017 and 11.2%in 2016. Negatively affecting budgetary flexibility,in our view,is limited capacity to reduce expenditures. The city anticipates growth in its available reserves in coming years,with the council prioritizing replenishing the fund balance to comply with its reserve policy level.However, given the modest surpluses,we do not expect significant improvement in the reserve position in the next three years. In addition,the city's capacity to cut spending further is limited,in our view,by the deferral of needed street and infrastructure improvements,recent charter amendments requiring spending on streets and parks without associated revenue, and increasing salary and benefit costs,including retirement contributions.Although we believe recent revenue and expenditure adjustments may help to stabilize performance,we note that the charter requirements could result in limited capacity to reduce these expenditures if needed in a downturn scenario. Very strong liquidity In our opinion,Yakima's liquidity is very strong,with total government available cash at 41.3%of total governmental fund expenditures and 6.3x governmental debt service in 2018. In our view,the city has strong access to external liquidity if necessary. Yaldma's liquidity is reinforced by its strong access to external liquidity,in our view,with the city having issued limited-tax GO bonds within the past 15 years, and we do not expect its access to markets will diminish. The city does not have aggressive investments, as the majority are in government investments. In 2018,the city issued privately placed limited-tax GO bonds in the par amount of$12.5 million.We have reviewed the agreements for the 2018 bonds and do not believe there to be contingent liquidity risk associated with the issuance. Adequate debt and contingent liability profile In our view,Yaldma's debt and contingent liability profile is adequate. Total governmental fund debt service is 6.5%of total governmental fund expenditures, and net direct debt is 51.9%of total governmental fund revenue. Negatively affecting our view of the city's debt profile are its significant medium-term debt plans--the city anticipates issuing approximately$20 million for an upcoming capital project--although we note that the par amount is subject to change depending on state matching and grants. Pension and other postemployment benefit(OPEB)highlights: • In our view,the city has no large pension or OPEB liabilities that are leading to credit pressure,and we believe the AND DrND' �E COMi=4TIVGD,ET MARCH 13,2020 5 35 Summary: Yakima, Washington; General Obligation actuarial assumptions that drive funding requirements will help the city continue to make timely funding progress. • While some of the city's pension plans are poorly funded, several are overfunded, creating an overall funding situation that is not likely to lead to dramatic cost escalations. This strong funding is due,in our view,to the short amortization periods employed to determine funding requirements. • The city's OPEB plan (Law Enforcement Officers and Fire Fighters [LEOFF]plan 1)provides benefits for police and fire fighters employed before 1977; given the limited scope of eligible beneficiaries,we do not believe this obligation will lead to credit pressure, despite the city's pay-as-you-go approach to funding. The city participates in the following plans funded as of June 30, 2018: • Public Employees Retirement System (PERS)plan 1: $10.3 million in net pension liability, or 63.2%funded; • PERS plan 2/3: $4.7 million in net pension liability, or 95.8%funded; • LEOFF plan 1: $4.8 million in net pension assets, or 144.4%funded; and • LEOFF plan 2: $14.4 million in net pension assets, or 118.5%funded. Yaldma's combined required pension and actual OPEB contributions totaled 6.0%of total governmental fund expenditures in 2018. Of that amount, 5.2%represented required contributions to pension obligations, and 0.8% represented OPEB payments. In 2018 and 2019,the city made its full contractually required contribution to all plans, which exceeded both static funding and minimum funding progress for PERS 2/3,indicating our view of timely progress in reducing pension liabilities. The contractually determined contributions,which are developed using the same approach as the actuarially determined contributions (ADCs), are not updated following passage into law biennially and so can diverge from the annually updated ADCs. However,because contractually required contributions determine funding requirements using an approach that approximates 10-to 15-year level percent open amortization, timely progress on reducing liabilities is still made even when ADCs increase above contractually determined contributions, so we believe costs will likely remain stable. However,the plan's 7.4%discount rate increases contribution volatility. Adequate institutional framework The institutional framework score for Washington municipalities is adequate. Related Research 2019 Update Of Institutional Framework For U.S. Local Governments Ralitt gs Dean(As of march 13,2020) Yakima GO Unenhanced Rating S A+(SPUR)/Stable Affirmed Yakima GO(AGM) Unenhanced Rating S A+(SPUR)/Stable Affirmed Yakima GO(ASSURED GTY) Unenhanced Rating S A+(SPUR)/Stable Affirmed AND DrND' �F COI i=4TIVGDhET MARCH 13,2020 6 36 Summary: Yakima, Washington; General Obligation Ratings Detail(As Of Mareli 13,2020)(eatit.) Yakima GO Long Term Rating I; At/Stable Affirmed Many issues are enhanced by bond insurance. 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GENERAL Local Agency Name: City of Yakima Located in the (incorporated) (unincorporated) community of: Yakima, Washington Population served: 93,000 Please provide a brief background on the agency: when it was formed, recent changes in service area or tax base related to annexations or mergers. The City of Yakima is located in central Washington State, 145 miles southeast of Seattle, 200 miles southwest of Spokane, and 180 miles northeast of Vancouver, Washington. It encompasses 28.25 square miles and has an estimated 2018 population of 94,190, the 11th largest city in the State of Washington. The Cry of Yakima was incorporated in 1886 as a First Class charter city under the Council/Manager form of government. The City provides a full range of municipal services, which include public safety (police, fire, and building safety), municipal court, public improvements (streets, traffic signals), parking and code enforcement, sanitation (solid waste disposal, sanitary wastewater utility), water and irrigation utilities, airport, transit, community development, parks and recreation, and general adminlstrative services. Are you aware of any proposed changes to the tax base of the agency such as plans to annex/merge/dissolve portions of a district/county/city)? If so, how would this affect the agency's size and operations? No known proposed changes. 2 Provide the number of agency employees in each of the past three years. Are employees represented by u4ons or bargaining groups? If yes,when do the associated contracts expire?Are labor relations considered satisfactory? Bargaining Unit II of Employees (07/2019) Contract Expiration Date American Federation of State, County and Municipal Employees (AFSCME) — Municipal 345 December 31,2021 Yakima Police Patrolman's Association 133 December 31,2019' International Association of Fire Fighters 95 December 31, 2021 AFSCME —Transit 65 December 31, 2023 1AFE— Fre Communications 14 December 31, 2023 IAEF — Fire PERS 41 December 31, 2021 Police Management 9 December 31, 2018 Public Works Division Managers 5 December 31, 2020 Yakima Supervisors & Administrative 58 December 31,2023 Yakima Police Corrections Sergeants 3 December 31, 2023 pending current negotiation Non Represented: City Manager 1 Management 46 Confidential 3 Judges 3 Supervisory 27 Other: Mayor/Council Members 7 Temporary 'City Worker' 84 Discuss any major changes to significant employers or taxpayers in the area. Are you aware of pending closures or changes in employment levels? January 2020 —Astria Healthcare announced closure of hospital operations in Yakima, with an anticipated layoff of approximately 450 employees. Special Purpose Districts only: List facilities and major equipment operated by the district. NA LITIGATION Please accept or modify as appropriate, the following: The City is a defendant in various legal actions and claims that arise during the normal course of business, some of which, but not all, are covered by insurance. Although certain lawsuits and claims are significant in amount, the final dispositions are not determinable and,in the opinion of City management, the final outcome of these matters, taken individually or in the aggregate, are not expected to have a material adverse effect on the governmental operations or financial position of the City. The City has provided for reserves to address these matters, which include but are not limited to, lawsuits described below. City management believes these reserves and/or insurance are adequate to cover such matters. There is not now pending or, to the best of knowledge, threatened, any litigation restraining or enjoining the execution of the Local Agency Financing Agreement or the levy and collection of taxes to pay the payments thereunder. [The city is party to routine legal proceedings and claims, and the collective impact of these legal proceedings and claims is not likely to have a material impact on revenues of the entity.] 3 ASSESSED VALUATION 40 Please complete the table below on assessed value, noting the source materials. Explain any unique or unusual valuation numbers (e.g. revaluation year). Year of tax collection Total assessed value for Reduced assessed value (include last 5 years) regular levy111 for excess or bond levy Current year 7,368,116,466 0 2019 6,888,407,709 0 2018 6,241,11Z,000 0 2017 5,957,828,000 0 2016 5,831,303,000 0 2015 5,515,285,000 0 2014 5,494,497,000 0 Per 2018 CAFR, p. 150 TAX LEVY AND RATE Provide the levy rate per$1,000 assessed to taxpayers for the last five years,and the dollar amount of regular levy. Year of Regular Levy Regular Levy Other Levy Bond Levy Levy Lid Lift Included? Tax Rate per $1,000 Total $$ Levied Rate per $1,000 Rate per$1,000 (Y/N) Collection If Y, provide amount Current Year 2.59899 520,159,678 0 0 N Hot yet (not yet adopted) adopted) 2019 2.81367784 519,818,144 2018 2.99415253 518,686,841 0 0 N Z017 3.08300108 518,367,991 0 0 N 2016 3.08788553 518,006,396 0 0 N Z015 3.1Z387403 517,676,090 0 0 N Does the agency currently have authority to impose any voter-approved levy lid lifts in the future? If so, please describe the term(s) and authorized amount(s) of such lid lifts. City council does Have authority to impose voter approved levy lid lifts, and council did place a proposal recently on ballot. On February 11, 2020 voters rejected a proposition to raise the 2021 rate to 53.10 per thousand dollars of assessed value. Has the levy rate been reduced in recent years because of other taxing district levies? No reductions due to other taxing district levies. Are you aware of any potential or impending constraints or reductions associated with the agency's levy rates? If yes, please explain. No potential or impending constraints. 4 FINANCIAL OPERATIONS 41 Statement of Revenues and Expenditures and Fund Balance Report Basis of accounting: ❑ Cash ® Accrual Please attach copies of the Statement of Revenues and Expenditures and Fund Balance Report for the General or Operating Fund, for the past five years. Clearly indicate whether or not each year has been audited. If financial statements are not available for the most recent year, please provide preliminary numbers. Please provide details to explain any unusual activity such as one-time expenditures or revenues. SEE A1"I'.1CI[]\1F:1T 1—C.SYR 5-sear Stint Res lesp ] Budget—General/Operating Fund (2 years) Please attach the budget summary for the General or Operating fund for the current and past year. Be sure it includes summary information on revenues and expenditures —do not send the entire budget. [ SEE.is kcIINIisl'F 2-2019-2020 GB Budget Summaries I Please discuss any ending fund balance policies. Is there an expectation that the ending fund balance will be drawn down to a pre-determined level in the future? If so,why and when? The City Council continues to pursue achieving a General Fund reserve of 16.7% of expenditures. As of the 2018 CAFR, the reserve was at 11.1%. In the past 3 CAFRs (2016, 2017, and 2018), the City has added to the reserves, and in the 2019 (unaudited) and 2020 budget, a positive $254,000 and S526,000, respectively, was budgeted, demonstrating an increasing ability to restore fund balance to the policy target. Service Contracts Briefly describe any service contracts (terms, length, dollar value, etc.), including contracts with cities, counties or special purpose districts within the applicant's boundaries, if any. If such contracts constitute more than 10% of your agencies annual operating revenues or expenditures, please provide a history of the specific revenue/expenditures associated with the contract(s) and the remaining term of the contract(s). An example of such a contract might include a fire district that receives revenue from another entity for purposes of fire protection services outside of that fire district's natural boundaries. There are no large service contracts upon which the City depends for revenue. The city has various small agreements to assist local fire districts and a contract with the City of Union Gap for the provision of fire protection.These agreements are riot material to the General Fund of the City. DEBT Outstanding Long-term Debt Provide the following information on all outstanding debt. Include general obligation debt and other types of debt that are payable from the agency's general or operating fund,as well as any outstanding state loans. Use an additional page if necessary. SEE AT I'.1Ci1.KiE,N'F 3—Outstanding Long term Debt 5 Short-term Obligations 42 Provide information on any short-term obligations including interfund loans or loans from the County Treasurer, noting the amount of the loan, the purpose, the repayment schedule and the fund source for repayment. city of Yakima Intent mitt Borrowing December 31,2019 Oiginfr Beginning Ending Dest:peon Balance Balance loafed Retired Balance Local District Bcndsy bxes $ 1,432,509 _ 37,233 $ ., 11354 $ 2.934 Equpment FmN Reserve Fund id3-Public Sate-he..-Communications 450{000 300,W0 - 15D, 150,000 Equipment Rental Reserve Fund 323- Ilslie['Inject - 500,000 - - 50,0,000 FEET Total across all funds 1692,509 537,233 - 161,354 675y34 FundSl-Public Satetp Comanmicatons-interrivnd Loan TheFubhc Safety Commurications Fund bw wed from Be Equipment Replacement and Resnw Fond topr 3er capital-te they cover from the excess cash mrww caused by to movettle new C. micanms Center'last year A$50,000" payment was 2319 The final paviceot S150,000 will be paid 20 Fund 323-Milsite(LIFT) The Mnic.t,prolectborny.yed$500,000IrrEREET until such Ls orhmalt erg Abe seaa,atAt that time the loan Lam EEET will be repaid.AStatement at Official Intern for the.tinburxmenf has been executed fomeetimndregt± mente. Additional Financing Plans Discuss additional financing plans that are in process or anticipated over the next 18 to 24 months. 1. The city plans to issue $12.5M for convention center expansion (construction adding 25% additional capacity to be funded through hotel tax and public funds district revenues. Several existing debt issues are being refunded concurrently totaling approximately$13.5M. 2. The city plans to issue $6M for construction of new roadway for access to a major economic development for an abandoned mill site that has been hi the planning process for over a decade, in conjunction with State and Federal agencies that involve a new highway interchange. Expected payment source for COP lease payments Does the agency anticipate making the COP lease payments from a source other than the agency's general or operating fund? If so please describe this alternative source of funds, provide a 5-year history and any other claims on this source of funds. Funding Will come from General Fund. This is an energy efficiency project that has already commenced; reduced electricity expense allows for increased debt service. 6 4o Reserves Does the agency maintain any financial reserves outside of its general or operating fund? Please describe these reserves, provide a S'year history and any expected expenditure of these reserve funds in the near future. City of Yakima maintains reserves across many funds' which a 10'yearfund balance trend can be seen in the statistical section of our audited financials. Additionally, purely looking at our primary checking accounts, laddered investment portfolio and our pool account on deposit with the Washington State Treasurer, The following illustrates the city's cash and investments position trend: City of Yakima Liquidity History � �100"0{)0,000 - � . | L $80000.000 ��,�� r P P $ 0,000.000 _� In� ~a $20,000,000 � �0 � �1) �4) i"", � � �� < - � � � - o � � - � = � - 0 � III Portfolio iPar| [1 LGIP PrinlaryAcct IM Key Checking [] USB Checking Provide any additional information that would be helpful for the review of the LOCAL PROGRAM credit application. | SEE Al[TA^C0|MUINl[4- Reimbursement Resolution | The information provided above is complete and accurate to the best of my knowledge. | am not aware of any additional information that would affect the Office of the State Treasurer's review of the agency. 3/2 S//Z ;-,O'��Signature Date Steve Groom Director of Finance and Budget 7 ATTACHMENT 1 44 CITY OF 'Yakima STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - GOVERNMENTAL FUNDS For the Year Ended December 31,2014 Other Total General Streets Gov't Gov't Fund Capital Funds Funds Revenues Taxes and assessments $ 46,274,969 $ - $ 12,377,794 $ 55,652,763 Licenses and permits 1,443,093 - 649,605 2,092,69S Intergovernmental revenue 1,952,637 - 6,549,551 5,502,515 Charges for services 6,502,551 - 4,263,342 10,765,593 Fines and forfeitures 1,599,906 - - 1,599,906 Interest 342,436 5,504 59,757 411,027 Other revenues 129,556 14,400 4,570,405 5,014,394 Total revenues 55,245,175 23,204 29,070,517 S7,339,199 Expenditures Current General government 11,505,790 - 1,233,343 12,742,133 Public safety 37,348,511 - 4,794,599 42,143,110 Utilities 1,295,535 - 255,443 1,551,251 Transportation 790,753 - 4,943,767 5,734,550 Economic environment 1,317,864 - 2,629,642 3,947,506 Public health services 24,99S - 554,969 609,967 Culture&recreation - - 5,611,713 5,611,713 Capital outlay General government 1,164,205 - 177,140 1,341,345 Public safety - - 591,594 591,594 Transportation - 16,542,5SS 7,193,093 23,735,651 Economic environment - - 1,263,563 1,263,563 Culture&recreation - - 171,504 171,504 Debt Service Principal 529,657 - 2,454,559 3,254,246 Interest and related charges 201,574 111,390 959,304 1,272,26S Total expenditures 54,452,250 16,653,97S 32,564,533 104,000,761 Excess(deficiency)of revenues over expenditures 3,762,92S (16,630,774) (3,793,716) (16,661,562) Other financing sources(uses) Proceeds from issuance of long-term debt - 13,140,000 1,067,145 14,207,145 Premium on issuance of long-term debt - 1,672,310 - 1,672,310 Transfers in - 2,749,521 6,543,713 9,593,234 Transfers out (5,019,334) - (3,928,123) (8,947,457) Gain(loss)on capital assets - - 44,191 44,191 Other - - - - Total other financing sources(uses) (5,019,334) 17,561,531 4,026,926 16,569,423 Net change in fund balances (1,256,406) 931,057 233,210 (92,139) Fund balances-January 1 9,726,390 - 17,131,21S 26,857,608 Reclassification of deferred revenue (596,22S) - (65,460) (661,68S) Fund balances-December31 $ 7,873,756 $ 931,057 $ 17,295,965 $ 26,103,751 The Notes to the Financial Statements,found in the Basic Financial Section,are an integral part of this statement. Comprehensive Annual Financial Report(CAFR) 45 CITY OF 'Yakima STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - GOVERNMENTAL FUNDS For the Year Ended December 31,2015 General Other Total Fund Gov't Funds Gov't Funds Revenues Taxes and assessments $ 45,492,351 $ 14,434,969 $ 59,927,320 Licenses and permits 1,530,699 657,493 2,215,192 Intergovernmental revenue 2,109,27S 4,732,694 6,541,972 Charges for services 5,126,955 4,043,564 12,170,519 Fines and forfeitures 1,605,564 - 1,605,564 Interest 435,559 48,580 454,139 Other revenues 101,927 1,709,120 1,511,047 Total revenues 59,402,633 25,656,720 S5,059,353 Expenditures Current General government 12,390,124 7SS,599 13,175,723 Public safety 39,202,169 5,161,516 44,363,955 Utilities 1,361,959 251,175 1,643,137 Transportation 801,759 5,556,323 6,3SS,0S2 Economic environment 1,741,232 2,623,452 4,364,714 Public health services 22,430 625,494 650,924 Cultural and recreation - 5,939,651 5,939,651 Capital outlay General government 102,651 1,30S,71S 1,411,399 Public safety 16,207 1,534,605 1,S50,S12 Transportation - 5,527,911 5,527,911 Natural and economic environment - 491,450 491,450 Cultural and recreation - 2,395,513 2,395,513 Debt service Principal 541,456 3,521,694 4,363,180 Interest and related charges 179,225 1,751,556 1,960,751 Total expenditures 56,659,272 35,174,020 94,533,292 Excess(deficiency)of revenues over(under)expenditures 2,743,361 (12,517,300) (9,773,939) Other financing sources(uses) Proceeds from issuance of long-term debt - 5,457,000 5,457,000 Transfers in 4,009 9,029,040 9,033,049 Transfers out (4,761,621) (4,303,314) (9,064,935) Sale of capital assets - 229,511 229,511 Other 7,567 - 7,567 Total other financing sources(uses) (4,749,745) 10,412,537 5,662,792 Net change in fund balances (2,006,384) (2,104,763) (4,111,147) Fund balances-January 1 7,573,757 15,230,024 26,103,751 Fund balances-December31 $ 5,567,373 $ 16,125,261 $ 21,992,634 The Notes to the Financial Statements,found in the Basic Financial Section,are an integral part of this statement. Comprehensive Annual Financial Report(CAFR) 46 CITY OF Yakima STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - GOVERNMENT FUNDS For the Year Ended December 31,2016 Neighborhood Other Total General Development Governmental Governmental Fund Fund Funds Funds Revenues Taxes and assessments $ 48,904,409 $ 13,527,651 $ 62,432,060 Licenses and permits 1,408,692 504,574 1,913,266 Intergovernmental revenues 2,573,721 989,758 4,877,088 8,440,567 Charges for services 8,667,406 5,320,472 13,987,878 Fines and forfeitures 1,684,450 1,684,450 Contributions and donations 56,027 834,166 890,193 Investment earnings 665,524 24,004 35,840 725,368 Other revenue 117,000 293,087 1,297,654 1,707,741 Total revenues 64,077,229 1,306,849 26,397,445 91,781,523 Expenditures Current General government 13,507,387 837,861 14,345,248 Public safety 40,023,446 5,198,320 45,221,766 Utilities 1,385,367 254,482 1,639,849 Transportation 655,985 - 5,646,338 6,302,323 Economic environment 1,757,294 1,189,804 1,220,301 4,167,399 Public health services 41,985 552,383 594,368 Cultural and recreational 5,815,863 5,815,863 Capital outlay General government 140,310 50,189 190,499 Public safety 1,025,975 1,025,975 Utilities 20,941 880,207 901,148 Transportation 4,483,434 4,483,434 Cultural and recreational 3,186,803 3,186,803 Debt service Principal 868,565 3,591,013 4,459,578 Interest and related charges 152,145 1,555,401 1,707,546 Total Expenditures 58,553,425 1,189,804 34,298,570 94,041,799 Excess(deficiency)of revenue over(under)expenditure 5,523,804 117,045 (7,901,125) (2,260,276) Other financing(sources)uses Transfers in 25,329 10,342,145 10,367,474 Transfers out (4,858,025) (4,020,038) (8,878,063) Proceeds from issuance of long-term debt 900,000 900,000 Sale of capital assets 688,579 88,679 777,258 Total other financing sources(uses) (4,144,117) 7,310,786 3,166,669 Net change in fund balance 1,379,687 117,045 (590,339) 906,393 Fund balance-beginning 5,867,371 897,054 15,228,207 21,992,632 Direct adjustment to beginning net position-GASB 73 1,019,850 1,019,850 Fund balances-ending $ 8,266,908 1,014,099 $ 14,637,868 $ 23,918,875 The Notes to the Financial Statements,found in Basic Financial Section,are an integral part of this statement Comprehensive Annual Financial Report(CAFR) 47 CITY OF Yakima STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES - GOVERNMENT FUNDS For the Year Ended December 31,2017 Neighborhood Other Total General Development Governmental Governmental Fund Fund Funds Funds Revenues Taxes and assessments $ 50,201,593 $ $ 13,914,814 $ 64,116,407 Licenses and permits 1,460,660 662,339 2,122,999 Intergovernmental revenues 2,857,044 896,038 3,308,345 7,061,427 Charges for services 9,050,510 5,988,282 15,038,792 Fines and forfeitures 2,119,870 2,119,870 Contributions and donations 6,437 503,606 510,043 Investment earnings 668,308 21,393 59,470 749,171 Other revenue 68,199 280,754 1,401,520 1,750,473 Total revenues 66,432,621 1,198,185 25,838,376 93,469,182 Expenditures Current General government 14,040,560 873,871 14,914,431 Public safety 42,837,423 5,507,407 48,344,830 Utilities 1,565,958 291,172 1,857,130 Transportation 636,979 7,274,834 7,911,813 Economic environment 1,622,688 1,529,075 1,134,046 4,285,809 Public health services 24,866 570,912 595,778 Cultural and recreational 5,834,884 5,834,884 Capital outlay General government 74,470 24,162 98,632 Public safety 1,582,765 1,582,765 Utilities 70,874 70,874 Transportation 15,792 2,097,421 2,113,213 Cultural and recreational 2,047,940 2,047,940 Debt service Principal 865,164 4,611,095 5,476,259 Interest and related charges 119,945 1,548,608 1,668,553 Total Expenditures 61,803,845 1,529,075 33,469,991 96,802,911 Excess(deficiency)of revenue over(under)expenditure 4,628,776 (330,890) (7,631,615) (3,333,729) Other financing(sources)uses Transfers in 7,873,765 7,873,765 Transfers out (4,208,830) (3,764,533) (7,973,363) Proceeds from issuance of long-term debt 61,580 2,400,000 2,461,580 Sale of capital assets 2,291 65,485 67,776 Total other financing sources(uses) (4,144,959) 6,574,717 2,429,758 Net change in fund balance 483,817 (330,890) (1,056,898) (903,971) Fund balance-beginning 8,266,909 1,014,099 14,637,868 23,918,876 Fund balances-ending $ 8,750,726 $ 683,209 $ 13,580,970 $ 23,014,905 The Notes to the Financial Statements,found in Basic Financial Section,are an integral part of this statement Comprehensive Annual Financial Report(CAFR) 48 CITY OF Yakima STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES - GOVERNMENT FUNDS For the Year Ended December 31,2018 Neighborhood Other Total General Development Governmental Governmental Fund Fund Funds Funds Revenues Taxes and assessments $ 49,429,462 $ $ 17,814,389 $ 67,243,851 Licenses and permits 1,743,770 646,993 2,390,763 Intergovernmental revenues 2,631,200 713,398 3,519,036 6,863,634 Charges for services 9,475,920 7,107,753 16,583,673 Fines and forfeitures 1,766,263 1,766,263 Contributions and donations 2,936 929,955 932,891 Investment earnings 924,669 18,085 97,349 1,040,103 Other revenue 68,746 508,534 1,111,511 1,688,791 Total revenues 66,042,966 1,240,017 31,226,986 98,509,969 Expenditures Current General government 14,057,480 953,297 15,010,777 Public safety 44,397,722 5,510,162 49,907,884 Utilities 1,733,277 267,588 2,000,865 Transportation 678,973 5,196,502 5,875,475 Economic environment 1,526,135 1,026,185 1,081,626 3,633,946 Public health services 17,849 574,469 592,318 Cultural and recreational 6,150,211 6,150,211 Capital outlay General government 103,743 58,951 162,694 Public safety 426,610 426,610 Transportation 1,297,947 1,297,947 Economic environment 34,457 34,457 Cultural and recreational 4,825,378 4,825,378 Debt service Principal 984,324 3,596,616 4,580,940 Interest and related charges 129,643 1,576,019 1,705,662 Total Expenditures 63,629,146 1,060,642 31,515,376 96,205,164 Excess(deficiency)of revenue over(under)expenditure 2,413,820 179,375 (288,390) 2,304,805 Other financing(sources)uses Transfers in 13,762,616 13,762,616 Transfers out (2,107,055) (12,058,158) (14,165,213) Proceeds from issuance of long-term debt 16,450,000 16,450,000 Payments to refunded debt (7,886,993) (7,886,993) Sale of capital assets 4,384 37,592 41,976 Total other financing sources(uses) (2,102,671) 10,305,057 8,202,386 Special and extraordinary items (1,747,309) (1,747,309) Net change in fund balance 311,149 179,375 8,269,358 8,759,882 Fund balance-beginning 8,750,726 683,209 13,580,971 23,014,906 Fund balance-ending $ 9,061,875 $ 862,584 $ 21,850,329 $ 31,774,788 The Notes to the Financial Statements,found in Basic Financial Section,are an integral part of this statement Comprehensive Annual Financial Report(CAFR) 49 ATTACHMENT 2-2019 and 2020 Budget Summaries Ci4944919 Budget ^.Tin bllw. egcMn suiranarizea Gm teth vb4a�including aalmrtwd bin - 3imd betrn4944 ma-ssm. oana_ 9999ing ba99999994 Ent999.9499 m_nik F49.994 994999-99999.1(1 ::61111111.0ft e fat rot and ! mg: mM1mrefi a m .-wHsvlvdY±uuz 9991-4994ever pa999 49999 99-1 ItrdgFexi doer ro te=.v.E0. n d n-Rocea 904919994 t49, W .0 5 >n >. . it€aenres _ irP'P SAL 9=99 k. d2 .UZ I4 o193149441 Y as . ..Lp+Fa gt6 s �s PNmFak 9449 %Mba!evxm 99499-99999.9m1C99999,999199 Raids 999 prnArmd to dmea 999ar11pdo2:Ll59 ut!M¢crne Cn$01 with naw arid mgcenzpian It 49 99941.9949:9 • 999.94949.cd919 asunatlyi 149944 99 ter Nw puptwS =4499494993 exp9=941199994 tav:vd naw 4.999r49999 vM SactIn trp4994c94994.. 50 2020FLNAL SUDGETEl CITY FCNCTIONA1 GROUPING 251E 2019 200 2U2U 2020 ASual Atilllilded PlOpZ:144i ni9 B7rIldIttl1W 2Spflikii4V/St Braga Eitilltat• ZipPltliallt*Z. Ba Com.enleavenaven. atyl.L .agenFl• 116j.IS8U a•lealoa Qty 772173 H rszca&esc.2.+x I .3.24S 2635271 .610 .54 0-eoleAa.muttNti>n 495272 632272 634.701 6.rroc63ne...-aoar.loa., 374:4; 24004 .744)22 Pba.e F=E lalbErraccriTzsalcicsy Stand= 1 :74tA75 1 176,32e {33>% _ :le P11*-P€ P=145S-P, 1.147€15 Enqi,eenas 78,311 797,20. r Ta4.1 Geneva Euni Plurt FilC[fatJI49017747 5.322775 27:e352 '17..ne+Z-Tree5< 21121 45:. 47 I 51 nwib Hedgs: is�lbwlre 5155115111555111251511111151554111mY bode'[ wicg;snie he g ib#+use= rvtle , sxpxd.::rea r..tl endlntl.arca.. 5555 in 55515151515 xNai n,p06Ed : ,e, n ,W Fa Faarie Fund lialsawe Retswes opZIDmw Re55555.5 1351555. Gwenarmt Puna*Mtatca : v es bd . - xes _ Ina] .�fil S - C S il.eShs S v�iw* 52 2010FENAL DUDGET Bi an FUNCTIONA1 GROUPING 2017 Zan 2.1r1 2C19 A<Inal aurmnzlezt nop<usd ss201.5 ESpetlditZIS*3 Elp“Idit01** Budget &axle Eviendinamen CeateCoemsnerzt QtyMeszems-f. 5.11(172K7 fan.L?. {.02- ifl5OOCC CItyCo=cj 2.+&,541 H=1111>:,1=€D LE3o./PQ .5233Ic Poise Fa latelaten-fsd=losy .352 3 52 ktEu-sov€7.1menti 111412 Mut Fm3ncl50 Sem:Es 12.7303 120.0502 1.30000 PalseTh=ce. ..1..erva<Ec ParlMs151200 I7e 201 376507 134254 FS% Pu:e...ung557459 654372 02477. 141t7& al EnFa.senns real cenexu a:LIS Palo&anxentsr, F.,Sr Taal Geneaal Govenvrmnt Fads City of Yakima ATTACHMENT 3 Outstanding Longterm Debt Amount Amount Description of debt First payment Last payment Voted or non- originally currently Annual Fund responsible for repayment date date voted pledge borrowed outstanding payments due Debt No. 1 2003 Sundome Expansion 12/1/2007 12/1/2019 non-voted 1,430,528 244,526 65,464 281 Debt Service Debt No.2 2007 Convention Center Addition III 5/1/2008 5/1/2019 non-voted 4,910,000 2,770,000 350,000 272 Debt Service Debt No.3 2007 Downtown Revitalization Project 5/1/2008 5/1/2019 non-voted 1,490,000 375,000 120,000 281 Debt Service Debt No.4 2007 Fire Station(West Valley,92Nd) 5/1/2008 5/1/2019 non-voted 815,000 205,000 65,000 281 Debt Service Debt No.5 2008 Fire Ladder Apparatus 12/1/2008 12/1/2019 non-voted 760,000 140,000 70,000 281 Debt Service Debt No.6 2009 Capitol Theatre Expansion(BABs) 12/1/2019 12/1/2019 non-voted 4,980,000 4,720,000 275,000 272 Debt Service Debt No.7 2014 Street Improvement Project 2014 6/1/2015 6/1/2019 non-voted 13,140,000 7,345,000 1,350,000 281 Debt Service Debt No.8 2018 Aquatic Center YMCA 6/1/2019 6/1/2019 non-voted 8,009,873 7,982,086 33,437 281 Debt Service Debt No.9 2018 Street Resurfacing Project(Refunding) 12/1/2018 6/1/2019 non-voted 3,500,000 3,058,575 302,700 281 Debt Service Debt No. 10 2018 Yakima Sports Complex(Refunding) 6/1/2019 6/1/2019 non-voted 4,440,127 4,257,543 185,716 281 Debt Service Debt No. 11 2011 Two Fire Apparatus 12/1/2011 12/1/2019 non-voted 576,847 67,268 67,268 332 Fire Capital Debt No. 12 2013 Fire Apparatus 6/1/2014 6/1/2019 non-voted 310,414 142,199 32,929 001 General Debt No. 13 2017 Energy Project(lighting) 6/1/2018 6/1/2019 non-voted 921,683 784,893 82,993 141 Streets Debt No. 14 2018 Fire Aerial&Pump App 6/1/2018 6/1/2019 non-voted 1,268,053 1,079,856 114,182 001 General Debt No. 15 2004 Irrigation System Revenue Bonds 9/1/2005 9/1/2019 non-voted 5,215,000 3,375,000 160,000 491 Debt Service Debt No. 16 2008 Wastewater Revenue Bonds 11/1/2008 11/1/2019 non-voted 5,440,000 2,780,000 300,000 488 Debt Service Debt No. 17 2012 Wastewater Revenue Bonds,Ref 03B 11/1/2012 11/1/2019 non-voted 9,400,000 4,230,000 1,000,000 493 Debt Service Debt No. 18 2009 RAILROAD GRADE SEPARATION 6/7/2010 6/1/2019 non-voted 3,000,000 1,485,902 165,100 343 REET capital Debt No. 19 2010 RAILROAD GRADE SEPARATION 6/1/2015 6/1/2019 non-voted 1,229,295 992,647 55,891 342 REET capital Debt No.20 2014 City Portion of 911 Call Dispatch Center 5/1/2015 5/1/2019 non-voted 1,716,500 1,395,000 70,000 154 Debt No.21 2015 Yakima Co SIED Loan-21st Ave/Airport 6/1/2015 6/1/2019 non-voted 307,000 218,849 52,750 142 Arterial Streets Debt No.22 2016 Yakima Co SIED Loan-SOZO 6/1/2018 6/1/2019 non-voted 900,000 757,405 86,315 142 Arterial Streets Debt No.23 2017 Yakima Co SIED Loan-YV Brewing Project 6/1/2020 0 non-voted 61,580 61,580 9,192 001 General 2018 Yakima Co SIED-River Rd Debt No.24 Improvements/Aquatics Center 6/1/2020 0 non-voted 500,000 500,000 27,693 142 Arterial Streets Debt No.25 2001 FRUITVALE NEIGHBORHOOD SEWER 6/18/2002 6/1/2019 non-voted 1,466,250 155,250 77,625 473 WasteWater operating Debt No.26 2003 NACHES WTP IMPROVEMENTS 6/26/2004 6/1/2019 non-voted 2,559,775 538,900 134,725 474 Water Operating Debt No.27 2005 NACHES RIVER WTP FILTER REHAB 9/20/2006 10/1/2019 non-voted 894,380 282,436 47,073 474 Water Operating Debt No.28 2005 RIVER ROAD SEWER 6/20/2006 6/1/2019 non-voted 2,307,000 745,475 124,246 473 WasteWater operating Debt No.29 2007 ULTRAVIOLET DISINFECTION 6/23/2008 6/1/2019 non-voted 2,300,000 971,111 121,389 473 WasteWater operating Debt No.30 2009 NEW WATER WELL 6/8/2009 6/1/2019 non-voted 2,257,200 1,090,339 121,149 474 Water Operating Debt No.31 2011 ENERGY EFFICIENCY PROJECT 3/31/2014 9/30/2019 non-voted 516,192 388,852 24,042 473 WasteWater operating Debt No.32 2012 INDUSTRIAL WASTE ANAEROBIC 1/1/2016 1/1/2019 non-voted 587,173 486,416 26,868 473 WasteWater operating Debt No.33 2012 WASTEWATER TREATMENT PLAN 6/1/2012 6/1/2019 non-voted 5,000,000 3,228,950 269,079 473 WasteWater operating Debt No.34 2012 INDUSTRIAL SEWER MAIN EXTENSIONS 6/1/2013 6/1/2019 non-voted 2,000,000 1,464,115 81,340 473 WasteWater operating Debt No.35 2013 AUTOMATED READING SYSTEM 6/1/2014 6/1/2019 non-voted 5,000,000 3,421,053 263,158 474 Water Operating Debt No.36 2013 DESIGN WTP LAGOONS 10/1/2015 10/1/2019 non-voted 3,514,800 2,636,100 175,740 474 Water Operating NOI attachment 3-Outstanding Long Term Debt 54 ATTACHMENT 4 RESOLUTION NO. R-2008-103 A RESOLUTION of the City Council of the City of Yakima, Washington, appointing the Director of Finance and Budget or the Treasury Services Officer of the City for the purpose of designating certain expenditures for potential reimbursement from bonds that may be authorized and approved for issuance by the City Council in the future. WHEREAS, the City of Yakima, Washington (the "City") issues tax-exempt obligations from time to time, (including bonds, leases and lines of credit) for the purpose of financing its governmental activities; and WHEREAS, the United States Department of the Treasury has promulgated regulations limiting the ability of the City to use the proceeds of tax-exempt obligations for reimbursement of prior expenditures; and WHEREAS, the regulations permit the City to appoint one or more officials for the purpose of identifying and qualifying capital projects for reimbursement purposes; • THE CITY COUNCIL OF THE CITY OF YAKIMA, WASHINGTON DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Appointment of Director of Finance and Budget and Treasury Services Officer. Pursuant to U.S. Treasury Regulation Section 1.150-2(e)(1), the City Council hereby designates and appoints the Director of Finance and Budget or the Treasury Services Officer of the City as the responsible officials for the purpose of issuing statements of official intent in compliance with Treasury Regulation Section 1.150-2. SECTION 2. Statements of Official Intent., Upon a determination by the Director of Finance and Budget or the Treasury Services Officer that the costs of a particular capital project may be reimbursed from the proceeds of a tax-exempt obligation(s) of the City, the Director or Finance and Budget or the Treasury Services Officer are authorized and directed to execute a certificate of official intent, substantially in the form attached hereto as Exhibit A. Each certificate so executed shall become a part of the official records of.the City available for public inspection and review. 55 No capital projects will be undertaken unless such projects have been previously approved in the customary manner by the City Council, and the execution of any intent certificate shall not obligate the City to issue any debt all of which shall require separate and additional official approval by the City Council. ADOPTED at a regular meeting of the City Council of the City of Yakima this 1st day of July, 2008. CITY O KIMA, W HI GTON David Edler, Mayor ATTEST: /05.-SrsLaL.C))/0-eruz_____ City Clerk 56 CERTIFICATE I, the undersigned, the duly chosen, qualified and acting City Clerk of the City of Yakima, Washington (the "City"), and keeper of the records of the City Council of the City (herein called the"Council"), DO HEREBY CERTIFY: 1. That the attached Resolution No. R72008-103(herein called the "Resolution") is a true and correct copy of a resolution of the City, as passed at a regular meeting of the Council held on the 2nd day of July, 2008 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 was present throughout the meeting and a legally sufficient number of members of the Council voted in the proper manner for the passage of the Resolution; that all other requirements and proceedings incident to the proper passage of the Resolution have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of July, 2008. &Q-44bai-Lf)/1 OcTI Deborah Moore, City Clerk City of Yakima, Washington • SEA D % ®fix. t . 57 OFFICIAL INTENT CERTIFICATE Pursuant to Resolution No. R-2008-103 of the City Council of the City of Yakima, Washington (the "City"), the undersigned, Director of Finance and Budget of the City hereby states as follows: SECTION 1. The City reasonably expects to reimburse the expenditures described herein with the proceeds of debt to be incurred by the City(the"Reimbursement Bonds"). SECTION 2. The maximum principal amount of Reimbursement Bonds expected to be • issued is $600,000. SECTION 3. The expenditures with respect to which the City reasonably expects to be reimbursed from the proceeds of Reimbursement Bonds are for: construction of upgrades to and expansion of the Capitol Theatre. Dated this 7th day of July, 2008. Director of Finance and Budget 58 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 118 For Meeting Of July 1, 2008 • ITEM TITLE: A Resolution appointing the Director of Finance and Budget or the Treasury Services Officer of the City for the purpose of designating certain expenditures for potential reimbursement from bonds that may be authorized and approved for issuance by the City Council in the future. SUBMITTED BY: Finance Department CONTACT PERSON/TELEPHONE: Rita DeBord, Finance Director (575-6070) SUMMARY EXPLANATION: _ The City of Yakima issues tax-exempt obligations from time to time for the purpose of financing governmental activities. The US Department of Treasury has promulgated regulations limiting the ability of the City to use the proceeds of tax-exempt obligations for reimbursement of prior expenditures without proper notice of intent to do so. In the past, the City Council has formally authorized each reimbursement intent notification individually. The regulations permit the City to appoint one or more officials for the purpose of identifying and qualifying capital projects for reimbursement purposes—with no further action necessary by Council for the reimbursement of previous expenditures from debt proceeds. (Note: Council always has and must continue to authorize the issuance of the debt itself. This resolution simply eliminates the need for an additional Resolution authorizing expenditure reimbursements from the debt proceeds.) Resolution _ X _ Ordinance Other (Specify) Contract Mail to (name and address): Phone: Funding Source APPROVED FOR SUBMITTA / City Manager STAFF RECOMMENDATION: • Adopt Resolution BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: 59 OFFICIAL INTENT CERTIFICATE Pursuant to Resolution No. R-2008-103 of the City Council of the City of Yakima, Washington (the "City"), the undersigned, Director of Finance and Budget of the City hereby states as follows: SECTION 1. The City reasonably expects to reimburse the expenditures described herein with the proceeds of debt to be incurred by the City (the "Reimbursement Bonds"). SECTION 2. The maximum principal amount of Reimbursement Bonds expected to be issued is $600,000. SECTION 3. The expenditures with respect to which the City reasonably expects to be reimbursed from the proceeds of Reimbursement Bonds are for: construction of upgrades to and expansion of the Capitol Theatre. Dated this 7th day of July, 2008. Director of Finance and Budget 60 OFFICIAL INTENT CERTIFICATE Pursuant to Resolution No. R-2008-103 of the City Council of the City of Yakima, Washington (the "City"), the undersigned, Director of Finance and Budget of the City hereby states as follows: SECTION 1. The City reasonably expects to reimburse the expenditures described herein with the proceeds of debt to be incurred by the City(the "Reimbursement Bonds"). SECTION 2. The maximum principal amount of Reimbursement Bonds expected to be issued is $530,000. SECTION 3. The expenditures with respect to which the City reasonably expects to be reimbursed from the proceeds of Reimbursement Bonds are for: construction of a grind/overlay street project; acquisition and construction of signal light and pedestrian crossing signalizations; and acquisition of a ladder truck. Dated this 7th day of July, 2008. Director of Finance and Budget 61 Personal Property Certificate Name of Local Agency: City of Yakima Address: 129 N.2°a Street Yakima,WA 98901 All capitalized terms not defined herein shall have the meanings assigned to such terms in the Local Agency Financing Contract that this Exhibit B is attached to. The undersigned, Steve Groom,Finance Director, does hereby certify, that[he/she] is an Authorized Agency Representative of City of Yakima(the"Local Agency")pursuant to the terms of the Local Agency Financing Contract. The undersigned,confirms that the Property described below will be placed in use at the location listed below.The undersigned confirms that the Property described below has been delivered to and received by the Local Agency.All installation or other work necessary prior to the use thereof has been completed. The Property has been examined and/or tested and is in good operating order and condition and is in all respects satisfactory to the Local Agency and complies with all terms of the Master Financing Contract and the Local Agency Financing Contract. Notwithstanding the foregoing,the undersigned does not waive or limit,by execution of this certificate, any claim against the vendor or any other seller, installer, contractor or other provider of property or services related to the purchase, shipment, delivery, installation or maintenance of the Property. The Local Agency further confirms that the Property will be used to fulfill an essential governmental function which the Local Agency has the authority to provide in the State. PROPERTY INFORMATION Description: LED Street Lighting Name of Vendor: Ameresco Address: Serial No.: NA Tag No.: NA Location of Property Acquired: Street lighting within City of Yakima city limits INSTRUCTIONS TO STATE TREASURER FOR PAYMENT: Disburse to: ❑Vendor ®City ❑County Treasurer ❑Other Entity Name: City of Yakima Disbursement Amount: $1,800,000 Method of Payment: ❑ACH ®Wire ❑Check Statewide Vendor No: ACH/Wire Instructions: Existing wire Instructions on file Attached hereto are: 1. A vendor's invoice for the Property approved by the Local Agency. 2. A Certificate of Insurance,demonstrating liability insurance coverage and stating that insurance will be renewed annually automatically,unless said office notifies the State Treasurer of any discontinuation of coverage. In connection with the Local Agency's acquisition of the Property as agent of the Washington Finance Officers Association,you are hereby requested to make a disbursement as indicated above. Authorized Agency Representative Date: 1 62 Certificate Designating Authorized Agency Representatives I, Sonya Claar-Tee, City Clerk of the City of Yakima(the"Local Agency"),hereby certify that, as of the date hereof, pursuant to Ordinance No. 2020- ,the following individuals are each an"Authorized Agency Representative,"as indicated by the title appended to each signature, that the following individuals are duly authorized to execute and deliver the Local Agency Financing Agreement to which this Certificate is attached as Exhibit C,and all documentation in connection therewith, including but not limited to the Personal Property Certificate(s)attached thereto as Exhibit B,that the signatures set forth below are the true and genuine signatures of said Authorized Agency Representatives and that pursuant to such resolution/ordinance, one of the two following signatures is required on each of the aforementioned documents in order to consider such documents executed on behalf of the Local Agency: Alexander Meyerhoff,Interim City Manager (signature) Steve Groom,Director of Finance and Budget (signature) Dated this day of , 2020. Sonya Claar-Tee, City Clerk City of Yakima SUBSCRIBED AND SWORN TO before me this day of , 2020 By: NOTARY PUBLIC in and for the State of Washington,residing at: Printed Name: My Commission Expires: 7 $Trig• DUANE A. DAVIDSON,Chairman State Treasurer TP: JAY R. INSI E t " T Governor CS^ 2A89 .. CYRIJS HABIB State of Washington Lieutenant Governor STATE FLNA_NCE COMMITTEE April 23, 2020 Steve Groom, Finance Director City of Yakima 129 N 2nd Street Yakima,WA 98901 Dear Steve Groom: RE: Credit Approval The City has been approved to finance an energy efficiency project(lighting). The financing,with total proceeds not to exceed $1,800,000.00, and a final maturity not to exceed 15 years, will be included in an upcoming State of Washington Equipment Series Certificate of Participation. Funding is contingent on the following: -No material changes in the financial condition of the City - Completion of all items on the checklist We look forward to working on your behalf Sincerely, Duane A. Davidson Washington State Treasurer son Richter Deputy State Treasurer Office of the State Treasurer Y.O.Box 40200 Olympia,Washington 98504-0200 (360)902-9000•1TY USERS:CALL 711•FAX(360)902-9045 www.tre.wa.gov