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HomeMy WebLinkAbout2021 Limited Tax General Obligation Bonds / Refunding Bonds - Bonds 2021A, 2021B & 2021C (Ord 2654 - Public Safety Plan: Public Works Shops Phase I)Public Safety Plan: Public Works Shops Phase I LIMITED TAX GENERAL OBLIGATION BOND, 2021A $2,867,300 LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2021 B (TAXABLE) $2,780,900 LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2021C (TAXABLE) $1,072,300 CITY OF TUKWILA, WASHINGTON LMRED TAX GENERAL OBLIGATION BOND, 2021A $2,867,300 (the "2021A Bond") LMfTED TAX GENERAL OBLIGATION REFUNDING BOND, 2021B (TAXABLE) $2,780,900 (the "2021B Bond") LMfTED TAX GENERAL OBLIGATION REFUNDING BOND, 2021C (TAXABLE) $1,072,300 (the "2021C Bond" and together with the 2021A Bond and 2021B Bond, the "Bonds") Bonds Dated: June 8, 2021 Opinions Dated: June 8, 2021 PACIFICA LAW GROUP LLP 1191 2nd Avenue, Suite 2000 Seattle, Washington 98101-3404 CITY OF TUKWILA, WASHINGTON LIMITED TAX GENERAL OBLIGATION BOND, 2021A $2,867,300 (the "2021A Bond") LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2021B (TAXABLE) $2,780,900 (the "2021B Bond") LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2021C (TAXABLE) $1,072,300 (the "2021C Bond" and together with the 2021A Bond and 2021B Bond, the "Bonds") RECORD OF PROCEEDINGS Organizational Documents 1. Certificate for Transcript 2. Certificate of the Director of Elections of King County setting forth the names and terms of office of the Mayor and City Council 3. Certificate of the Mayor setting forth the names of the City Administrator, Finance Director and City Clerk 4. Certified copy of the proceedings ofthe City Council last fixing the time, date and place of regular meetings ofthe City Council 5. Certificate ofthe City Clerk stating the official newspaper ofthe City 6. Certificate of the King County Assessor stating the assessed valuation of all of the taxable property within the City as fixed in the fall of 2020 for the purposes of 2021 taxation 7. Certificate of the Finance Director as to the outstanding indebtedness of the City, including any lease -purchase or conditional sale contracts and any general obligation debt 8. Bond Counsel's Calculation of Debt Limit Authorization ofBonds 9. Certified copy of Ordinance No. 2654 passed on May 17, 2021 (the "Bond Ordinance") 10. Certified copy of the minutes of the Committee of the Whole meeting held on May 10, 2021, showing the first discussion ofthe Bond Ordinance 11. Certified copy of the minutes of the meeting of the City Council held on May 17, 2021, showing the passage ofthe Bond Ordinance 12. Publisher's Affidavit of Publication ofthe Bond Ordinance 13. Request for Proposals 14. Loan Commitment between the City and Capital One Public Funding, LLC (the "Lender") Escrow Documents 15. Copy of Ordinance No. 2361 passed on December 5, 2011 authorizing the issuance ofthe City's Limited Tax General Obligation Refunding Bonds, 2011 (the "2011 Refunded Bonds") 16. Copy of Ordinance No. 2465 passed by the Council on December 1, 2014 and Ordinance No. 2472 passed by the Council on March 16, 2015, authorizing the issuance of the City's Limited Tax General Obligation Bond, 2014 (Taxable) (the "2014 Refunded Bond") 17. Notice of Redemption provided to The Commerce Bank (formerly Zions First National Bank), as Registered Owner ofthe 2014 Refunded Bond 18. Escrow Deposit Agreement between the City and U.S. Bank National Association (the "Escrow Agent") for the 2021C Bond 19. Certificate and Receipt of Escrow Agent, and signing authority ofthe Escrow Agent Closing Documents 20. Signature Identification and Nonlitigation Certificate 21. Lender Certificate, together with related correspondence to the City and City's Representation Letter regarding municipal advisor representation 22. Federal Tax Certificate for the 2021A Bond with the following exhibits: A I Description ofProject H. Description of Private Use III. Schedule of Expected Expenditures; B. Issue Price Certificate; C Certificate ofthe Municipal Advisor, with Schedules; D. Written Procedures. 23. Internal Revenue Service Form 8038-G for 2021A Bond 24. Financing Schedules 25. Specimen Bonds 26. Certificate Regarding Payment and Delivery -2- 27. Receipt for Bonds 28. Closing Memorandum 29. Bond Form 101 30. Notice of Financial Obligation Opinions 31. Final approving legal opinion of Pacifica Law Group LLP for the 2021A Bond, Bond Counsel 32. Final approving legal opinion of Pacifica Law Group LLP for the 2021B Bond and 2021 C Bond, Bond Counsel CERTIFICATE FOR TRANSCRIPT t CHRISTY O'FLAHERTY, the City Clerk of the City of Tukwila, Washington (the "City"), do hereby certify that the within and attached documents are in each case true and correct copies of the originals of such documents and that none of the resolutions, ordinances, proceedings, statements or certificates contained herein have been repealed, rescinded or canceled. Dated this 8th day of June, 2021. Chri sty O' Aaherty, MMC, City C&fk City of Tukwila, Washington STATE OF WASHINGTON )SS. COUNTY OF KING ) This is to certify that I, Julie Wise, am the Director of King County Elections, King County, Washington; and That the following officials serve as mayor and council members for the City of Tukwila, King County, Washington, as determined from the official election records of King County, their terms of office included, as now on file in the Elections Department. Mayor Council Position No. 1 Council Position No. 2 Council Position No. 3 Council Position No. 4 Council Position No. 5 Council Position No. 6 Council Position No. 7 Incumbent Term of Office Allan Ekberg December 2023 Verna Seal December 2021 Kathy Hougardy December 2023 Thomas McLeod December 2021 Cynthia Delostrinos]ohnson December 2023 Zak Idan December 2021 Kate Kruller December 2023 De'Sean Quinn December 2021 Dated at Renton, King County, Washington this 19th day of April 2021. A' - JV Wise, Director RNT-EL-0100 1919 SW Grady Way, Renton, WA 98057-2906 I 206-477-4140 I 111 Relay: 711 I kingcounty.gov/eiections ,1'; kcelections. corn rJ twitter.com/kcelections llfacebook.com/kcelections @instagrarn.com/kcelections CERTIFICATE REGARDING CERTAIN APPOINTED CITY OFFICIALS 1 ALLAN EKBERG, the duly elected Mayor of the City of Tukwila, Washington (the "City"), do hereby certify that David Cline is the duly appointed City Administrator, Vicky Carlsen is the duly appointed Finance Director of the City, and Christy O'Flaherty is the duly appointed City Clerk. Dated this 8th day of June, 2021 CITY 0. T I. ..1, FINGTON -- Allan Ekberg, Mayor City of Tukwila, Washington CERTIFICATE REGARDING REGULAR MEETINGS OF THE CITY COUNCIL 1 CHRISTY OTLAHERTY, City Clerk of the City of Tukwila, Washington, do hereby certify that the attached is a true and correct copy of the proceedings setting the date, time and place for regular meetings of the City Council. Dated this 8th day of June, 2021. rl�ZD --'L Christy O'Fla erty, MMV'City Cler City of Tukwila, Washington J� ILA, ;k Amended by 2209 °` t ti -J;zp ,P f2 1908, City of Tukwila Washington Ordinance No. -L--W AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, SETTING COUNCIL MEMING PROCEDURES, REPEALING ORDINANCE NOS. 1311, 1345, 1421, 1770 §1, AND 1796 63 (PART); PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City Council has decided to alter the procedures under which it operates to provide for a more efficient and orderly governmental process; and WHEREAS, several different ordinances from various years now have portions of operating procedures that could more easily be followed in one ordinance; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. Chapter 204 of the TMC is hereby amended to read as follows: 2.04.010 Meetings Declared Open and Public All meetings of the Tukwila City Council and its committees shall be open and public, and all persons shall be permitted to attend any meeting of these bodies, except as otherwise provided in Section 2.04.140. 2.04.020 Regular Meetings The City Council shall meet regularly on the first and third Mondays of each month at 7:00 p.m., unless an alternative starting time is set and notice is provided to the public pursuant to Section 2.04.040. If at any time any Regular Meeting falls on a holiday, the Council shall meet on the next business day at the same hour. The City Council shall meet at Tukwila City Hall, unless otherwise publicly announced. 2.04.030 Committee of the Whole Meetings A. The Council shall sit as a Committee of the Whole on the second and fourth Monday of each month at 7:00 p.m., unless an alternate starting time is published; except, if at any time any committee meeting falls on a holiday, the Council shall meet on the next business day at the same hour. The City Council shall meet at Tukwila City Hall, unless otherwise publicly announced. B. Meetings of the Committee of the Whole shall be held primarily for the purpose of considering current issues of the City, coordinating the work of the City Council, and discussing draft ordinances, resolutions and policy issues in detail. The Committee of the Whole will have no power to take final actions including, but not limited to, adopting ordinances or passing motions or resolutions. C. The Committee of the Whole may meet in a retreat setting to plan their work at the beginning of the year or at any time beneficial to in-depth deliberations by the Council. Results of the Committee of the Whole's retreats will be discussed with the Mayor and administration in order to establish and understand City goals. A report summarizing the proceedings will be made available following each retreat. No official action will be taken at a retreat. 2.04.040 Special Meetings Special meetings may be called by the Mayor, or any three Councilmembers by written notice delivered by City employee(s) to each member of the Council at least 24 hours before the time specified for the proposed meeting and with public notice made pursuant to RCW 42.30.080. Council Meeting Procedures 1 204.050 Quorum At all meetings of the City Council, four members shall constitute a quorum for the transaction of business. 2 04.060 Seating A. Members of the City Council will be seated at the Council table according to seniority of the Council; except that the Council President will be seated at the right of the Mayor. B. Seniority shall be determined by the: 1. Greatest consecutive number of years served. 2. Greatest consecutive number of years plus months or years served prior to the current term(s). 3. Number of votes when elected. 204.070 Council President—Mayor Pro Tempore A. At the first Regular Meeting in January of each year, members of the City Council shall elect from their number a Council President who shall hold office at the pleasure of the Council. The general policy of Council is to elect presidents in a rotating order. If a vacancy occurs in the office of Council President, the City Council, at their next Regular Meeting, shall select a new Council President to serve the remainder of the year. B. In the absence of the Mayor, the Council President shall become the Mayor Pro Tempore and perform the duties of the Mayor except that the Council President shall not have the power to appoint or remove any officer or to veto any ordinance. If a vacancy occurs in the office of the Mayor, the City Council — at their next Regular Meeting — shall elect from their number a Mayor who shall serve until a Mayor is elected and certified at the next municipal election. 2 04.080 Presiding Officer A. All Regular and Special Meetings of the City Council shall be presided over by the Mayor or, in his/her absence, by the Mayor Pro Tempore. If neither the Mayor nor the Mayor Pro Tempore is present at a meeting, the presiding officer for that meeting shall be elected by a majority of the vote of those Councilmembers present, provided there is a quorum. B. All Committee of the Whole meetings shall be presided over by the Council President. If the Council President is temporarily absent, the Council shall elect a Councilmember to serve in that capacity until the Council President returns. C. The City Clerk or his/her designee will staff Regular and Special Council meetings and Committees of the Whole meetings. In the absence of the Clerk, Deputy Clerk or other qualified staff member appointed by the Clerk, the Mayor or Council may appoint a staff person to act in that capacity. D. The appointment of a Councilmember as Mayor Pro Tempore shall not in any way abridge his/her right to vote on matters coming before the Council at such meeting. E. The presiding officer shall preserve strict order and decorum at all meetings of the Council. The presiding officer shall state all questions coming before the Council, provide opportunity for discussion on each item on the table, and announce the decision of the Council on all subjects. Procedural decisions made by the presiding officer may be overruled by a majority vote of the Council. 204.090 Agenda for Regular or Special Council Meetings All items to be included on the agenda for Council consideration must be submitted to the City Clerk in full by 12:00 p.m. Noon on the Wednesday preceding each Council meeting. The City Clerk shall then prepare a proposed agenda, with attachments, according to the order of business. After the proposed agenda has been approved by the Council President or, in his/her absence, by his/her designated member of the City Council, the City Clerk shall prepare the final agenda, which shall be distributed to the Mayor, Councilmembers, City Attorney and Department Heads no later than Noon on the Friday preceding the Council Meeting. A copy of the agenda and subsequent documents shall be posted on the lobby bulletin board at City Hall. A copy of the Agenda face sheet will be posted on the City's website. Council Meeting Procedures 2 2.04.100 Agenda Format The format of a Regular or Special City Council agenda shall be as follows: A. Call to Order. B. Pledge of Allegiance. C. Roll Call. D. Special Presentations on key agenda items. E. Appointments and Proclamations of the Mayor. F. Citizens' Comments. This is an opportunity for the audience to comment on items not listed on the agenda. G. Consent Agenda. 1. Contains all consent agenda items approved by the Council President, from a Committee of the Whole, or forwarded by unanimous committee action, and routine items such as, but not limited to, approval of minutes and approval of vouchers. No ordinances, resolutions or bid awards will be included on the consent agenda. 2. The following rules shall apply to the consent agenda: a. Any member of the City Council may, by request and without a Council vote, have any items removed from the consent agenda. That item will, by automatic procedure, be placed under New Business for further discussion. b. The remaining items shall be approved by motion. H. Bid Awards. All competitive bid awards shall comply with RCW Title 39, and those that require Council approval shall include the contractor/ vendor name, the project name, and the total dollar amount of the award. The award may or may not include Washington State Sales Tax. 1. Public Hearings. 1. For public hearings required by City, State or Federal law or as the Council may direct. Examples may include, but not be limited to: a. LID b. Zoning c. Budget d. Revenue sharing grants e. Annexation L Moratoria g. Quasi-judicial decisions 2. The following procedures shall apply to public hearings, except public hearings subject to TMC Chapters 18.104 through 18.116, which shall be subject to the procedures specified therein: a. The presiding officer may exercise a change in the procedures, but said decision may be overruled by a majority vote of the City Council. b. The proponent spokesman shall speak first and be allowed 15 minutes. The Council may ask questions. c. The opponent spokesman shall be allowed 15 minutes for presentation and the Council may ask questions. d. Each side shall then be allowed 5 minutes for rebuttal. e. After the proponents and opponents have used their speaking time, Council may ask further questions of the speakers, who may respond. 3. At public hearings and for issues where a public meeting is required or requested, and a general audience is in attendance to present arguments for or against a public issue: a. A signup sheet for speakers will be available, and all citizens considering speaking will be asked to write their name and address legibly. If they speak without signing up, they will be asked to sign in after speaking. Council Meeting procedures 3 b. A person may speak for five minutes. No one may speak for a second time until everyone wishing to speak has had an opportunity to speak. c. After the speaker has used the allotted time, Council may ask questions of the speaker and the speaker may respond, but may not engage in further debate. d. Speakers should address their comments to the City Council and should not address other audience members. No disparaging remarks or remarks directed to opponents will be allowed. e. The hearing will then be closed to public participation by the presiding officer and open for Councilmember discussion. J. Unfinished Business. This section of the agenda shall include items of a general nature, including resolutions and ordinances previously discussed at a Council meeting. The following procedures shall apply during this section of the agenda: 1. The item will be put on the table by motion 2. The committee chair, sponsor or a designated spokesman of each item may give a presentation- 3. resentation3. If a resolution or ordinance, the City Attorney or City Administrator may read the item by title only or, if requested by any Councilmember, the document may be read in its entirety. A motion by Council shall rule. 4. The Council may then question the sponsor or designated spokesman of the presented item. 5. When discussions conclude, the Council, by motion, will act upon the resolution, ordinance or other item K. New Business. This section of the agenda shall include all items of a general nature -- including resolutions and ordinances previously discussed at a Committee Meeting and put forward to the Regular Meeting — and items that have been removed from the consent agenda. The procedures that apply during this section shall be the same as those under Unfinished Business. L Reports. Reports on special interest items from the Mayor, City Council, staff, City Attorney, and intergovernmental representatives. M. Miscellaneous. N. Executive Session. O. Adjournment. 2.04.110 Miscellaneous Agenda Procedures A. The City Council desires to provide adequate time for administration and staff analysis, fact finding and presentation. 1. Items to come before the City Council should first be placed on the agenda of the appropriate committee for discussion before they are placed on the agenda of a Regular Council Meeting. 2. All items that are not routine in nature and presented shall include a completed Council Agenda Synopsis (CAS), a staff report, and Committee Minutes. The City Clerk or a designated person shall be responsible for attaching a CAS number, keeping the original CAS, and maintaining an index for future reference. B. The agenda and provision for the Committee of the Whole shall be citizen comments, committee reports, discussion of items referred from committees, items referred by three Councilmembers, and items set by the Council President. The agenda and any attachments will be approved by the Council President or his/her designee, and shall be prepared by the City Clerk for distribution to the Council by 12:00 p.m. Noon on Friday. C. Items may be placed directly on the agenda of a Regular Meeting when the items are approved by the Council President, and: 1. The items are routine in nature, such as approval of vouchers, proclamations, acknowledgement or receipt of petitions or documents, or discussion of claims for damages. Council Meeting Procedures 4 2. An emergency condition exists that represents a personnel hazard, impending deadline, or risk of immediate financial loss. In such instances, the CAS summary or staff memo should clearly define why the special procedure is necessary. 3. In the event the sponsor of any items to come before the City Council feels it both appropriate and beneficial to the City, that sponsor may bring such items directly to the Regular Meeting with the concurrence of three Councilmembers. D. The Council President may affix an approximate time limit for each agenda item at the time of approval of the agenda. E. All proposed ordinances and resolutions shall be reviewed by the City Attorney and bear the Attorney's certification that they are in correct form before final passage. All accompanying documents shall be available before ordinances and resolutions can be passed. F. Resolutions of the City Council shall be signed by the Council President. G. A joint resolution of the City Council and the Mayor maybe proposed when: 1. The subject of the resolution is of broad City concern, and the subject contains Council policy and administrative procedure; or 2. The subject of the resolution is of a ceremonial or honorary nature. H. Joint resolutions will be subject to the voting rules in TMC Chapter 2.04.130 and will be signed by the Mayor and Council President. The Council may provide for all Councilmembers to sign the joint resolution enacted under TMC Chapter 2.04.110 G. 204.120 Speaking Procedures A. Speaking procedure for agenda items under consideration is as follows: 1. A Councilmember desiring to speak shall address the chair and, upon recognition by the presiding officer, shall confine him/herself to the question under debate. Recognition of Councilmembers shall be by seniority. 2. Any member, while speaking, shall not be interrupted unless it is to call him or her to order. 3. No Councilmember shall speak a second time on the same motion before an opportunity has been given each Councilmember to speak on that motion. B. Addressing the Council for items under Council discussion shall proceed as follows: 1. Any person, with the permission of the presiding officer, may address the Council, but the presiding officer shall be required to recognize speakers in the following order: a. A person designated by the presiding officer to introduce the subject under discussion. b. Those whose request to be heard is contained in the written agenda. c. Those who have submitted their request to be heard in writing or to the City Clerk before the meeting. d. Those who ask recognition from the floor. 2. In addressing the Council., each person shall advance to the podium and, after recognition, give name and address, and — unless further time is given by the presiding officer — shall limit his/her address to five minutes. All remarks shall be made to the Council as a body and not to any individual member or to the audience. 3. No person shall be permitted to enter into any discussion from the floor without first being recognized by the presiding officer. 4. Any person making personal, impertinent or slanderous remarks while addressing the Council shall be barred from further audience participation by the presiding officer unless permission to continue is granted by a majority vote of the Council. 2.04.130 Voting A. Silence of a Councilmember during a voice vote shall be recorded as an affirmative vote except where such a Councilmember abstains because of a stated conflict Council Meeting Procedures 5 of interest. Each member present must vote on all questions before the Council and may abstain only by reason of conflict of interest. B. A roll -call vote may be requested by the presiding officer or any member of the Council. Voting normally shall be by seniority, however, this procedure may be changed by the presiding officer. C. Confirmations of appointments by the Mayor, budget transfers, personnel levels, and formal motions, resolutions, ordinances and amendments thereto shall require the affirmative votes of four Councilmembers. 2.04.140 Executive Sessions The City Council may hold an Executive Session during a Regular Meeting, Special Meeting or Committee of the Whole meeting to consider certain matters as set forth in RCW 42.30.110. 2.04.150 Continuances Any hearing being held or ordered to be held by the City Council may be continued in the manner as set forth by RCW 42.30.100. 2.04.160 Adjournment A. Any Committee of the Whole, Regular, adjourned Regular, Special or adjourned Special Meeting may be adjourned in the manner as set forth in RCW 42.30.090. B. All meetings of the Council shall adjourn no later than 11:00 p.m. If the Council desires to extend the meeting, a motion shall be required of a majority plus one vote of Councilmembers present. Items not acted on by the 11:00 p.m. deadline shall be deferred to the next respective Council meeting as unfinished business, unless Council, by a majority vote of members present, determines otherwise. 2.04.170 Questions of Parliamentary Procedure Questions of parliamentary procedure not covered by this chapter shall be governed by Robert's Rules of Order, Newly Revised (latest edition). 2.04.180 Council Committees and Representatives A_ There are four standing committees of the Council consisting of three members each The Council President shall appoint the membership of each committee and the committee chair by the second Regular Meeting of each year. The chair for each committee shall set the schedule of meetings and cause them to be published. In the event a committee member is unable to attend a meeting, that member may ask another Councilmember to attend in his/her place. B. The standing committees shall consider and may make policy and legislative recommendations to the City Council on items referred to the committee by the Council President, the Council, administrative departments, boards or commissions. If budgeted in an amount less than or equal to $25,000, a committee can approve a bid or negotiation award by an affirmative vote of three committee members. If a unanimous committee vote is not obtained, the award will be referred to the City Council for action. The standing committees, their scopes of authority, and the supporting City departments are as follow: 1. Transportation Committee, which shall consider matters related to transportation, transportation plans, traffic, transit, streets, street lighting, signals, street LIDs, and rights-of-way in coordination with the Public Works Department and Department of Community Development. 2. Utilities Committee, which shall consider matters related to water; sewer; electric power; natural gas; telephone; cable television; telecommunications; solid waste reduction, reuse and recycling; river basins; and levies in coordination with the Public Works Department. 3. Finance and Safety Committee, which shall consider matters related to the general fiscal and financial operations of the City; budget and financial reports; and policy matters related to personnel including, but not limited to, the salary grade schedule, position classifications and salary changes in coordination with the Finance Department, Administrative Services Department, and City Administrator. They will consider library issues, tourism, administrative matters, and information technology issues in conjunction Council Meeting Procedures 6 with the City Clerk, Library Advisory Board, Lodging Tax Advisory Board, Chamber of Commerce, and Information Services. They shall consider matters related to police and fire protection; the municipal court; emergency services; and animal control in coordination with the Police Department, Fire Department, Civil Service Commission, Public Works Department, and Community -Oriented Policing Board. 4. Community Affairs and Parks Committee, which shall consider matters related to the planning of the physical, economic, aesthetic, cultural and social development of the City; and Comprehensive Plan, Zoning Code, Building Code, code enforcement, Sign Code and annexation policies, in coordination with the Department of Community Development, Human Services, Planning Commission, Hearing Examiner, Sister Cities Committee, Human Services Advisory Board, and the Equity and Diversity Commission They shall consider matters relating to parks and park plans, recreation facilities and community activities, in coordination with the Parks and Recreation Department, the Arts Commission, and Park Commission. B. The Council President may establish such ad hoc committees as may be appropriate to consider special matters that do not readily fit the standing committee structure or that require special approach or emphasis. The Council President shall appoint Council representatives to intergovernmental councils, boards and committees as needed. C. Council committees shall consider all matters referred. Each committee chair shall report to the Council the findings of the committee. Committees may refer items to the Council with no committee recommendation. D. Each committee chair may review and approve his/her committee agenda and will approve committee minutes before distribution. The committee chair can authorize the cancellation of a committee meeting. An affirmative vote of three members of Finance and Safety Committee is required when the committee approves unbudgeted items. 2.04.190 Filling Council Vacancies If a vacancy occurs in the office of Councilmember, the Council will follow the procedures outlined in RCW 35A.12.050. In order to fill the vacancy with the most qualified person available until an election is held, the Council will widely distribute and publish a notice of the vacancy, the procedure and any application form for applying. The Council will draw up an application form, which contains relevant information to answer set questions posed by the Council. The application forms will be used in conjunction with an interview of each candidate to aid the Council selection of the new Councilmember. Section 2. Repealer. Ord. Nos. 1311, 1345, 1421, 1770 §l, and 1796 §3 (part) are hereby repealed. Section 3. Severability. If any section, subsection, paragraph, sentence, clause or phrase of this ordinance or its application to any person or situation should be held to be invalid or unconstitutional for any reason by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining portions of this ordinance or its application to any other person or situation. Section 4. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF�WILA, WASHINGTON, at a Regular Meeting thereof this 41 day of :. 2003. ATTEST/ AUTHENTICATED: P //J Steven M. Mullet, Mayor O -V- (�D • C _Qin (- xane E. Cantu, CMC, City Clerk APPROVED AS TO FORM BY: i /4� Office of the C' y Attorney Council Meeting Procedures 7 Filed with the City Clerk: '711716 3 Passed by the City Council: '77.2!A03 Published: 7 S .3 Effective Date: 3u .3 Ordinance Number: J6D Z/ SUMMARY OF ORDINANCE No. 2024 City of Tukwila, Washington On July 21, 2003, the City Council of the City of Tukwila, Washington, adopted Ordinance No. 2024, the main points of which are summarized by its title as follows: An ordinance of the City Council of the City of Tukwila, Washington, setting council meeting procedures; repealing Ordinance Nos. 1311, 1345, 1421, 1770 §1, and 1796 §3 (part); providing for severability; and establishing an effective date. The full text of this ordinance will be mailed upon request. Approved by the City Council at their Regular Meeting of July 21, 2003. Jane E. Cantu, CMC City Clerk Published: Seattle Times - July 25, 27 CERTIFICATE REGARDING OFFICIAL NEWSPAPER I, CHRISTY O'FLAHERTY, City Clerk of the City of Tukwila, Washington, do hereby certify that The Seattle Times is the official newspaper for publishing City Council's action and business. Dated this 8th day of June, 2021. Christy O'Fla erty, MMC, City City of Tukwila, Washington LIM King County Department of Assessments Accounting Division 500 Fourth Avenue, ADM -AS -0725 Seattle, WA 98104-2384 (206) 263-2381 FAX (206) 296-0106 Email: assessor.info@kingcounty.gov http://www.kiiii!countv.gov/assessor/ John Wilson Assessor I, John Wilson, King County Assessor, pursuant to the duty imposed upon me by RCW 84.48.130, certify that the assessed valuation of all the property subject to taxation situated within the King County boundaries of the City of Tukwila as equalized and fixed by the County Board of Equalization and the State Board of Tax Appeals, as of January 27, 2021, (for taxes payable in 2021) is $7,883,057,562 (Grand Total), $7,859,808,745 (Regular Levy for Limited Bonds), and $7,845,446,305 (Excess Total which excludes all exempt senior citizens). The TAV (timber -assessed value) is $0.00 WITNESS my hand this 24th day of February 2021. John Wilson King County Assessor JW: dp CERTIFICATE REGARDING OUTSTANDING DEBT I, Vicky Carlsen, Finance Director of the City of Tukwila, Washington (the "City"), do hereby certify that the following are all of the City's currently outstanding general obligation bonds and long-term leases and financing contracts as of June 8, 2021 (excluding the City's Limited Tax General Obligation Bond, 2021A, Limited Tax General Obligation Refunding Bond, 2021B (Taxable) and Limited Tax General Obligation Refunding Bond, 2021 C (Taxable) issued on the date hereof and the indebtedness to be refinanced with a portion of the proceeds thereof): Voted and Nonvoted General Obligation Bonds and Obligations: Unlimited Tax General Obligation Bonds, 2016 $28,995,000 Unlimited Tax General Obligation Bonds, 2019 37,380,000 Long-term leases and conditional sale contracts (including COPS) and other debt: Designation None Dated as of this 8th day of June, 2021. Outstanding Balance Vicky Carlsen, Finance Director City of Tukwila, Washington Principal Amount Outstanding General Obligation Debt Outstanding Limited Tax General Obligation Debt Limited Tax General Obligation Bonds, 2011 $1,545,000 Limited Tax General Obligation Bond, 2013 215,371 Limited Tax General Obligation Bond, 2014 (Taxable) 2,941,000 Limited Tax General Obligation Bonds, 2015 4,665,000 Limited Tax General Obligation Bonds, 2017 7,235,000 Limited Tax General Obligation Bond, 2017 (Taxable) 2,276,000 Limited Tax General Obligation Bonds, 2018 18,365,000 Limited Tax General Obligation Bonds, 2019 22,830,000 SCORE Refunding Bonds, Series 2019 4,568,396 Limited Tax General Obligation Refunding Bond, 2020 1,995,000 Unlimited Tax General Obligation Debt Unlimited Tax General Obligation Bonds, 2016 $28,995,000 Unlimited Tax General Obligation Bonds, 2019 37,380,000 Long-term leases and conditional sale contracts (including COPS) and other debt: Designation None Dated as of this 8th day of June, 2021. Outstanding Balance Vicky Carlsen, Finance Director City of Tukwila, Washington BOND COUNSEL'S CALCULATION OF DEBT LIMIT Value of Taxable Property within the City of Tukwila, Washington, for regular taxes and excess levies payable in 2021, per certificate of the King County Assessor (excess total excluding exempt senior citizens and timber assessed value): $ 7,883,057,562 Nonvoted Limited Indebtedness: Nonvoted Debt Ceiling per RCW 39.36.020: 1.50% of value of taxable property $ 118,245,863 Less: Nonvoted debt outstanding per Certificate of Finance Director ($ 66,635,767) Proposed Limited Tax General Obligation Bond, 2021A; Limited Tax General Obligation Refunding Bond, 2021 B (Taxable); and Limited Tax General Obligation Refunding Bond, 2021 C (Taxable) ($ 6,720,500) Leases/Sale Contracts ($ 0) Total Nonvoted Debt ($ 73,356,267) Remaining Nonvoted Debt Capacity $ 44,889,596 Total Debt Ceiling for General Municipal Purposes, Voted and Nonvoted: 2.50% value of taxable property (RCW 39.36.020) $ 197,076,439 Less: Voted Debt Outstanding per Certificate of the Finance Director ($ 66,375,000) Nonvoted debt from above ($ 73,356,267) Total Debt ($ 139,731,267) Remaining Debt Capacity Unused: $ 57,345,172 Based upon the certificate of assessed valuation of the King County Assessor and the certificate of general obligation debt outstanding as of June 8, 2021 of the City of Tukwila, Washington (the "City"), the issuance of the Limited Tax General Obligation Bond, 2021 A, Limited Tax General Obligation Refunding Bond, 2021B (Taxable), and Limited Tax General Obligation Refunding Bond, 2021C (Taxable) by the City, will be within the constitutional and statutory limits for nonvoted, voted and total indebtedness. Dated as of this 8th day of June, 2021. PACIFICA LAW GROUP LLP By C%WX- Deanna Gregory CERTIFICATE REGARDING BOND ORDINANCE I, CHRISTY O'FLAHERTY, City Clerk of the City of Tukwila, Washington (the "City"), do hereby certify: 1. That the attached Ordinance No. 2654 (the "Ordinance") is a true and correct copy of an ordinance of the City Council, as passed at a regular meeting of the City Council held on May 17, 2021, and duly recorded in my office, and that such Ordinance has not been amended or superseded. 2. That the meeting was duly convened and held in all respects in accordance with law, including but not limited to Washington State Governor Inslee's emergency proclamation No. 20-28 issued on March 24, 2020, as amended and supplemented, temporarily suspending portions of the Open Public Meetings Act (chapter 42.30 RCW), and to the extent required by law, due and proper notice of the meeting was given; a legal quorum was present throughout the meeting and a legally sufficient number of members of the City Council voted in the proper manner for the adoption of the Ordinance; that all other requirements and proceedings incident to the proper adoption of the Ordinance have been duly fulfilled, carried out and otherwise observed; and that I am authorized to execute this certificate. Dated this 8th day of June, 2021. - X � , � E4 Z? -a;? Chesty O' aherty, MMC, City C r City of Tukwila, Washington Cl*ty of Tukwi*la Washington Ordinance No. 2 (0 5 LA AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,200,000 TO FINANCE AND/OR REIMBURSE COSTS RELATED TO CAPITAL IMPROVEMENTS TO THE CITY'S PUBLIC WORKS FACILITIES, TO REFUND CERTAIN OUTSTANDING LIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY, AND TO PAY THE COST OF ISSUING THE BONDS; PROVIDING THE FORM, TERMS AND COVENANTS OF THE BONDS; DELEGATING THE AUTHORITY TO APPROVE THE SALE OF THE BONDS; PROVIDING FOR OTHER MATTERS RELATING THERETO; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City Council (the "Council")of the City of Tukwila, Washington (the "City") has deemed it in the best interest of the City to acquire, improve, develop and equip certain capital improvements to the City's public works facilities (the "Project"); and WHEREAS, the City issued its Limited Tax General Obligation Refunding Bonds, 2011 on December 28, 2011, pursuantto Ordinance No. 2361 passed by the Council on December 5, 2011 (the "2011 Ordinance"), in the original principal amount of $4,620,000 (the "2011 Bonds"); and WHEREAS, the 2011 Ordinance provides that the City may redeem the 2011 Bonds maturing on or after December 1, 2022, on any date on or after December 1, 2021, in whole or in part, at the price of par plus accrued interest, if any, to the date of redemption (the "2011 Refunding Candidates"); and WHEREAS, the City issued its Limited Tax General Obligation Bond, 2014 (Taxable), on December 16, 2014 pursuant to Ordinance No. 2465 passed by the Council on December 1, 2014, as amended by Ordinance No. 2472 passed by the Council on March 16, 2015 (as amended, the "2014 Ordinance," and togetherwith the CCALeg i slative DevelopmenALTGO-Refunding Bond 2020—PW faci lines 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 1 of 13 2011 Ordinance, the "Outstanding Bond Ordinances"), in the original principal amountof $3,850,000 (the "2014 Bond"); and WHEREAS, the 2014 Ordinance provides that the City may redeem the 2014 Bond on any date on or after December 1, 2019 (the "2014 Refunding Candidate," and together with the 2011 Refunding Candidates, the "Refunding Candidates"); and WHEREAS, after due consideration, the Council has determined it is in the best interest of the City to authorize the issuance of one or more series of limited tax general obligation and refunding bonds in the aggregate principal amount of not to exceed $7,200,000, to pay and/or reimburse the City for all or a portion of the costs of the Project, to refund and defease all or a portion of the Refunding Candidates for debt service savings, and to pay costs of issuance forthe bonds; and WHEREAS, the City has issued a request for proposals from various financial institutions to purchase the bonds authorized herein; and WHEREAS, the Council wishes to delegate authority to the Finance Director (the "Designated Representative"), for a limited time, to select one or more proposals that are in the best interest of the City (if any); to approve the issuance from time to time, on a single date or on multiple dates, of one or more series of bonds; to designate each series of bonds as tax-exempt or taxable; to select the Refunding Candidates for redemption; and to approve the interest rates and the terms of the bonds within the parameters set by this ordinance; and WHEREAS, the Council now wishes to authorize the issuance of the bonds and sale of the bonds to the successful respondent(s) subject to the terms and conditions set forth in this ordinance; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Definitions. As used in this ordinance, the following words shall have the following meanings: Acquired Obligations mean the Government Obligations, if any, acquired by the City under the terms of this ordinance and the Escrow Agreement to effect the defeasance and refunding of the Refunded Bonds, butonly to the extent that the same are acquired at Fair Market Value. Bond Counsel means Pacifica Law Group LLP, Seattle, Washington, or an attorney at law or a firm of attorneys, which is admitted to practice law before the highestcourtof any state in the United States of America or the District of Columbia and nationally recognized and experienced in legal work relating to the issuance of tax- exempt bondswho is or are selected by the City. CC:\Legislative Development\LTGO-Refunding Bond 2020—M fac i lines 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 2 of 13 Bond Purchase Contract means one or more commitments, bond purchase contracts, loan agreements, forward delivery agreements, or other contracts between the City and one or more Purchasers approved by the Designated Representative pursuantto this ordinance. Bond Register means the registration records for the Bonds maintained by the Bond Registrar. Bond Registrar means the City Finance Director or, at the option of the City, the fiscal agent for municipal bonds issued in the State, currently U.S. Bank National Association. Bonds means the Project Bond together with the Refunding Bonds, authorized to be issued from time to time underthis ordinance. Call Date means the date of redemption of the Refunded Bonds as set forth in the Escrow Agreement. City means the City of Tukwila, Washington, a municipal corporation duly organized and existing underthe laws of the State of Washington. City Administrator means the duly appointed and acting City Administrator, including anyone acting in such capacityforthe position, or the successor to the duties of that office. City Attorney means the duly appointed and acting City Attorney, including anyone acting in such capacity for the position, or the successorto the duties of that office. City Clerk means the duly appointed and acting City Clerk of the City or the successor to the duties of that office. Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of any Tax -Exempt Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of any Tax - Exempt Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, underthe Code. Commission means the United States Securities and Exchange Commission. Council or City Council means the Tukwila City Council, as the general legislative body of the City as the same is duly and regularly constituted from time to time. Debt Service Fund means the funds or accounts created pursuant to this ordinance forthe purpose of paying debt service on each series of Bonds. Designated Representative means the Finance Director, or his or herdesignee. Escrow Agent means U.S. Bank National Association, and its successors and assigns. CCALegislative Development\LTGO-Refunding Bond 2020—PW facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 3 of 13 Escrow Agreement means the Escrow Deposit Agreement between the City and the Escrow Agent. Fair Market Value means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction, except for specified investments as described in Treasury Regulation § 1.148-5(d)6), including United States Treasury obligations, certificates of deposit, guaranteed investment contracts, and investments for yield restricted defeasance escrows. Fair Market Value is generally determined on the date on which a contract to purchase or sell an investment becomes binding, and, to the extent required by the applicable regulations underthe Code, the term "investment" shall include a hedge. Federal Tax Certificate means the certificate executed by the City setting forth the requirements of the Code for maintaining the tax exemption of interest on the Tax - Exempt Bonds, and attachments thereto. Finance Director means the duly appointed and acting Finance Directorof the City or the successor to such officer. Government Obligations mean those obligations now or hereafter defi n ed as such in Chapter39.53 RCW. Interest Rate means the fixed rate of interest for each series of Bonds as approved by the Designated Representative and set forth in the applicable Bond and in th a Bon d Purchase Contract. Maturity Date means the date of final maturity for a series of Bonds, as set forth therein. Mayor or City Mayor means the elected Mayor of the City, or the successor to the duties of that office. Outstanding Bond Ordinances mean the 2011 Ordinance and the 2014 Ordinance. Project means the capital project described in Section 2 of this ordinance. Project Bond means the Limited Tax General Obligation Bond authorized to be issued pursuantto this ordinance to pay all or a portion of the costs of the Project and to pay costs of issuance for such Bond. Project Fund means the account created pursuant to Section 7 of this ordinance. CC ALeg i s lative Development\LTGO-Refunding Bond 2020—PW facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 4 of 13 Purchaser means any bank or other financial institution selected to purchase one or more series of Bonds (or to accept delivery of one or more Bonds to evidence the City's obligations under a Bond Purchase Contract), as selected by the Designated Representative. Refunded Bands mean all or a portion of the Refunding Candidates as designated bya Designated Representative for refunding pursuant to this ordinance. Refunding Account means the account by that name established pursuant to Section 7 of this ordinance. Refunding Bond or Bonds means one or more series of Limited Tax General Obligation Refunding Bonds authorized to be issued pursuant to this ordinance to refund and defease one or more series of the Refunded Bonds and to pay costs of issuance for such Bonds. Refunding Candidates mean the 2011 Refunding Candidates and the 2014 Refunding Candidate. Registered Owner means the person whose name the Bonds are registered to on the Bond Register. Rule means the Securities and Exchange Commission's Rule 15c2-12 under the Securities Exchange Act of 1934, as the same maybe amended from time to time. State means the State of Washington. Taxable Bonds mean any Bonds of a series determined to be issued on a taxable basis pursuantto this ordinance. Tax -Exempt Bonds mean any Bonds of a series determined to be issued on a tax- exempt basis underthe Code pursuantto this ordinance. 2011 Bonds mean the City's Limited Tax General Obligation Refunding Bonds, 2011, issued pursuantto the 2011 Ordinance in the original aggregate principal amount of $4,620,000 on December 28, 2011. 2011 Ordinance means Ordinance No. 2361 passed by the Council on December 5, 2011, authorizing the issuance of the 2011 Bonds. 2011 Refunding Candidates mean the outstanding 2011 Bonds. 2014 Bond means the City's Limited Tax General Obligation Bond, 2014 (Taxable), issued pursuant to the 2014 Ordinance in the original aggregate principal amount of $3,850,000 on December 16, 2014. 2014 Ordinance means Ordinance No. 2465 passed by the Council on December 1, 2014, as amended by Ordinance No. 2472 passed by the Council on March 16, 2015, authorizing the issuance of the 2014 Bond. CC:\Legislative Development\LTGO-Refunding Bond 2020—PW facilities4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 5 of 13 2014 Refunding Candidate means the outstanding 2014 Bond. Section 2. Authorization of the Project; Findings; Authorization of the Bonds. (a) Authorization of the Project. The Project Bond is being issued to finance and/or reimburse the City for costs of acquiring, improving, developing and equipping certain capital improvements to the City's public works facilities (the "Project") and paying costs of issuance for the Project Bond. The cost of all necessary and other costs incurred in connection with the Project shall be paid from other City funds legally available forsu ch purposes. (b) Refunding Findings. The City has established financial policies which provide, as a general rule, that the City may issue refunding bonds to refund outstanding debt when, among other reasons, such refunding results in net present value savings. The Council hereby finds it is in the best interest of the City and its taxpayers that it issue one or more series of limited tax general obligation refunding bonds to refund the Refunded Bonds for aggregate net present value debt service savings. (c) Authorization of Bonds. For the purpose of paying and/or reimbursing the City for costs of the Project, defeasing and refunding the Refunded Bonds, and paying costs of issuance, the City is hereby authorized to issue and sell one or more series of limited tax general obligation and refunding bonds in the aggregate principal amount not to exceed $7,200,000 (the `Bonds"). The Bonds authorized herein may be issued from time to time, on a single date or on multiple dates, in one or more series, as Tax - Exempt or Taxable Bonds, pursuant to the authorization set forth in this ordinance, subject to the conditions set forth in Section 10 hereof. The Bonds shall be general obligations of the City and shall be designated "City of Tukwila, Washington, Limited Tax General Obligation and Refunding Bonds, 2021" or other such designation as set forth in the Bonds and approved by the Designated Representative. Each Bond shall be dated as of its date of delivery to the applicable Purchaser, shall be fully registered as to both principal and interest, shall be in one denomination, and shall mature on the applicable Maturity Date. Each Bond shall bear interest from its dated date or the most recent date to which interest has been paid at the applicable Interest Rate. Interest on the principal amount of the Bonds shall be calculated per annum on a 30/360 basis, oras otherwise provided in the Bonds and in the Bond Purchase Contract. Principal of and interest on each Bond shall be payable at the times and in the amounts as set forth in the applicable Bond Purchase Contractan d in the paymentschedule attached to such Bond. CCALegislative DevelopmentITGO-Refunding Bond 2020—PW facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 6 of 13 Section 3. Registration, Exchange and Payments. (a) Registrar/Bond Registrar. The Finance Director or the fiscal agent of the State shall act as Bond Registrar for the Bonds. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the Bonds if transferred or exchanged in accordance with the provisions of the Bonds and this ordinance and to carry out all of the Bond Registrar's powers and duties underthis ordinance. (b) Registered Ownership. The City and the Bond Registrar may deem and treat the Registered Ownerof the Bonds as the absolute ownerfor all purposes, and neither the City northe Bond Registrar shall be affected by any notice to the contrary. Payment of the Bonds shall be made only as described in subsection (d) below. All such payments made as described in subsection (d) below shall be valid and shall satisfy th e liability of the City upon the Bonds to the extent of the amount so paid. (c) Transfer or Exchange of Registered Ownership. The Bonds shall not be transferrable withoutthe consent of the City except as provided in the Bonds and/or the Bond Purchase Contract. (d) Place and Medium of Payment. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Principal and interest on the Bonds shall be payable by check, warrant, ACH transfer or by other means mutually acceptable to the Purchaser and the City. Upon final payment of principal and interest of the Bonds, the Registered Owner shall surrender the Bonds for cancellation at the office of the Bond Registrar in accordance with this ordinance. (e) Additional Provisions. The Bonds will not be registered with The Depository Trust Company, New York, New York, or any other securities depository. No official statement, prospectus, offering circular or other offering statement containing material information with respectto the City or the Bondswill be provided in connection with the issuance of the Bonds, the Bonds will be unrated, and the Bondswill notbe assigned a CUSIP number. Section 4. Right of Prepayment. The City may prepay the Bonds as set forth in the applicable Bond Purchase Contract. If any Bond is prepaid in full, interest shall cease to accrue on the date such prepayment occurs. Section 5. Form of Bonds. The Bonds shall be in substantially the form set forth in ExhibitA, which is incorporated herein by this reference. Section 6. Execution of Bonds. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, and shall be attested by the manual or facsimile signature of the Clerk. Only such Bonds as shall bear thereon a Certificate of Authentication in theform set forth in ExhibitA, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been duly executed, authenticated and delivered hereunder and is entitled to the benefits of this ordinance. CC:\Leg islative Development\LTGO- Refunding Bond 2020—Pw facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 7 of 13 In case either of the officers who shall have executed any Bond shall cease to be an officer or officers of the City before such Bond so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such Bond may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the City as though those who signed the same had continued to be such officers of the City. Any Bond may also be signed and attested on behalf of the City by such persons who at the date of the actual execution of such Bond, are the proper officers of the City, although atthe original date of such Bond any such person shall not have been such officerof the City. Section 7. Application of Bond Proceeds. Proceeds of the Bonds shall be distributed as follows: (a) Project Fund. Net proceeds of the Project Bond shall be deposited in the Project Fund which is hereby authorized to be created, and used to pay costs of the Project and payment of costs of issuance of such Project Bond as set forth in the closing memorandum for such Project Bond. The Finance Directorshall investmoneyin the Project Fund in such obligations as may now or hereafter be permitted by law to cities of the State and which will mature prior to the date on which such money shall be needed, but only to the extent that the same are acquired, valued and disposed of at Fair Market Value. Upon completion of the Project, any remaining Project Bond proceeds (including interest earnings thereon) may be used for other capital projects of the City or shall be transferred to the Debt Service Fund forthe Project Bond. (b) Refunding Plan. For the purpose of realizing a debt service savings, the City proposes to refund and/or defease the Refunded Bonds as set forth herein. If the Designated Representative determines that it is in the best interest of the City to proceed with the refunding authorized herein, the Designated Representative shall designate all or a portion of the Refunding Candidates as Refunded Bonds and such designation shall beset forth in a Bond Purchase Contractor certificate of the City. The Designated Representative is hereby authorized to select the Refunded Bonds from the Refunding Candidates, to establish the Call Date for each series of the Refunded Bonds, to provide or cause to be provided notice of redemption of the Refunded Bonds in accordance with the applicable provisions of the Outstanding Bond Ordinances authorizing the issuance of the Refunded Bonds, and to take any action as determined to be necessaryand in the best interest of the City to refund the Refunded Bonds. Net proceeds of any Refunding Bond shall either be remitted to the City or deposited with the Escrow Agent pursuanttothe Escrow Agreement, and shall be used immediately upon receipt thereof to defease and/or refund the Refunded Bonds as authorized by the applicable Outstanding Bond Ordinances and to pay costs of issuance of such Refunding Bond as set forth in the closing memorandum for such Refunding Bond. Any Refunding Bond proceeds and any other available funds of the City, if any, deposited with the Escrow Agent shall be used to defease the applicable series of CC:1Legislative DevelopmentlLTGO-Refunding Bond 2020—PW facilities4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 8 of 13 Refunded Bonds and discharge the obligation thereon by either being held uninvested as cash or by the purchase of Acquired Obligations bearing such interest and maturing as to principal and interest in such amounts and at such times which, together with any necessary beginning cash balance, will provide for the payment of interest on such Refunded Bonds on the Call Date and the redemption price of such Refunded Bonds on the Call Date. Such Acquired Obligations, if any, shall be purchased at a yield not greater than the yield permitted by the Code and regulations relating to acquired obligations in connection with refunding the bond issues. (c) Escrow Agent, Escrow Agreement. U.S. Bank National Association is hereby appointed as Escrow Agent. The proceeds of any Refunding Bonds remaining after acquisition of the Acquired Obligations, if any, and provision for the necessary beginning cash balance shall be used to pay expenses of the acquisition and safekeeping of the Acquired Obligations and costs of issuance of such Refunding Bonds and the administrative costs of the refunding. In order to carry out the purposes of this section, the Designated Representative is authorized and directed to execute and deliverthe Escrow Agreement to the Escrow Agent. (d) Call for Redemption of the Refunded Bonds. If the Designated Representative determines to proceed with the refunding of the Refunded Bonds, the City hereby agrees to set aside available funds of the City and sufficient funds out of proceeds of the Refunding Bonds, including from the purchase of the Acquired Obligations, if any, to make payments described above. The City authorizes the Designated Representative to call the Refunded Bonds for redemption in accordance with the provisions of the Outstanding Bond Ordinances. Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable afterthe issuance of the Refunding Bonds. The Escrow Agentis hereby authorized to carry outthe terms of the Escrow Agenton behalf of the City, including the giving of notice of defeasance and/or redemption of the Refunded Bonds in accordancewith the applicable provisionsof the Outstanding Bond Ordinances. Section 8. Tax Covenants. The City will take all actions necessary to assure the exclusion of interest on the Tax -Exempt Bonds from the gross income of the owners of the Tax -Exempt Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Tax - Exempt Bonds, including butnotlimited to thefollowing: (a) Private Activity Bond Limitation. The City will assure that the proceeds of the Tax -Exempt Bonds are not so used as to cause the Tax -Exempt Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (b) Limitations on Disposition of Projects. The City will not sell or otherwise transfer or dispose of (i) any personal property components of the projects financed and/or refinanced with proceeds of the Tax -Exempt Bonds other than in the ordinary course of an established government program under Treasury Regulation § 1.141- 2(d)(4); or (ii) any real property components of the projects, unless it has received an opinion of Bond Counsel to the effect that such disposition will not adversely affect the CCALegislative DevebpmenALTGO-Refunding Bond 2020—Mfacilibes4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 9 of 13 treatment of interest on the Tax -Exempt Bonds as excludable from gross income for federal income tax purposes. (c) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of such action would be to cause the Tax - Exempt Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) Rebate Requirement. The City will take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Tax -Exempt Bonds. (e) No Arbitrage. The City will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Tax -Exempt Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Tax -Exempt Bonds would have caused the Tax - Exempt Bonds to be an "arbitrage bond"within the meaning of Section 148 of the Code. (f) Registration Covenant. The City will maintain a system for recording the ownershipof the Tax -Exempt Bondsthat complieswith the provisionsof Section 149 of the Code until the Tax -Exempt Bonds have been surrendered and canceled. (g) Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to the Tax -Exempt Bonds for at least three years after the Tax -Exempt Bonds mature or are redeemed (whichever is earlier); however, if the Tax -Exempt Bonds are redeemed and refunded, the City will retain its records of accounting and monitoring at least three years after the earlier of the maturity or redemption of the obligations that refunded the Tax -Exempt Bonds. (h) Compliance with Federal Tax Certificate. The City will comply with the provisions of any Federal Tax Certificate with respect to the Tax -Exempt Bonds. In the event of any conflict between this section and the Tax Certificate, the provisions of the Tax Certificate will prevail. (i) Bank Qualification. In the Federal Tax Certificate executed in connection with the issuance of each series of Tax -Exempt Bonds, the City may designate such Bonds as "qualified tax-exempt obligations" under Section 265(b)(3) of the Codefor investment by financial institutions. The covenants of this Section 8 will survive payment in full or defeasance of the Tax - Exempt Bonds. CCALegislative DevelopmentlLTGO- Refunding Bond 2020—Mfacililies4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 10 of 13 Section 9. Pledge of Funds and Credit; General Obligation. The City hereby authorizes the creation of a fund or account to be used for the payment of debt service on each series of Bonds (the "Debt Service Fund"). No later than the date each payment of principal of or interest on the Bonds becomes due, the City shall transmit sufficient funds, from the Debt Service Fund or from other legally available sources, to the Registered Owner for the payment of such principal or interest. Money in the Debt Service Fund may be invested in legal investments for City funds. The City hereby irrevocably covenants and agrees for as long as any Bonds are outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax upon all the property within the City subject to taxation in an amount that will be sufficient, together with other revenues and money of the City legally available for such purposes, to pay the principal of and interest on the Bonds when due. The City hereby irrevocably pledges that the annual tax provided for herein to be levied for the payment of such principal and interest shall be within and as a part of the tax levy permitted to cities without a vote of the people, and that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bonds when due. Section 10. Sale of the Bonds. The Council has determined it would be in the best interest of the City to delegate to the Designated Representative for a limited time the authorityto approve the final terms of each series of Bonds subject to the provisions of this ordinance. The Designated Representative has solicited proposals from bond purchasers and is hereby authorized to select a Purchaser for each series of Bonds that submits the proposal for such series that is in the best interest of the City. Each Bond issued under this ordinance shall be sold to the selected Purchaser pursuant to the terms of the Bond Purchase Contractfor such Bond. Subject to the terms and conditions set forth in this Section 10, the Designated Representative is hereby authorized to approve the issuance, from time to time on a single date or on multiple dates to be determined to be in the best interest of the City, of one or more series of Bonds; to designate each series of Bonds as Tax -Exempt Bonds or Taxable Bonds; to select the Refunded Bonds from the Refunding Candidates; to select one or more Call Dates for the Refunded Bonds, to select one or more Purchasers; to approve the dated date, principal payment dates, interest payment dates, redemption/prepayment provisions, the Maturity Date, and the Interest Rate for each Bond; to agree to any additional terms and covenants that are in the best interest of the City and consistent with this ordinance; and to execute the sale of each Bond issued hereunderto the applicable Purchaser, provided that: (a) the aggregate principal (face) amount of all Bonds issued from time to time underthis ordinance does notexceed $7,200,000, CC:\Legislative DevelopmentITGO-Refunding Bond 2020—PW facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 11 of 13 (b) the Maturity Date for each series of Bonds issued under this ordinance is no later than December 1, 2034, (c) the aggregate purchase price for each series of Bonds shall not be less than 98% of the aggregate stated principal amount of such series of Bonds, excluding any original issue discount, (d) the true interest cost for all Tax -Exempt Bonds (in the aggregate) does not exceed 2.50%, (e) the true interest cost for all Taxable Bonds (in the aggregate) does not exceed 3.00%, and (f) any Refunding Bond is sold for a price that results in a minimum aggregate net present value debt service savings over the Refunded Bonds to be refunded by such Refunding Bonds of at least 0.50%. Subject to the terms and conditions set forth in this section, the Designated Representative is hereby authorized to execute the one or more Bond Purchase Contracts for the sale of the Bonds. Following the sale of a series of Bonds, the Designated Representative shall provide a report to Council describing the sale and final terms of such Bonds approved pursuant to the authority delegated in this section. The authority granted to the Designated Representative by this Section 10 shall expire on December 31, 2021. Upon passage and approval of this ordinance, the proper officials of the City including the Designated Representative, the Mayor, the City Administrator and the City Clerk are authorized and directed to undertake all action necessary for the prompt execution and delivery of the Bonds to the Purchaser thereof and further to execute all closing certificates, agreements, and documents required to effect the closing and delivery of the Bonds in accordance with the terms of the Bond Purchase Contract. Section 11. Ongoing Disclosure; Covenants. The Bonds are exempt from ongoing disclosure requirements of the Rule. The City may agree in a Bond Purchase Contract to provide the Purchaser of a series of Bonds certain financial or other information and agree to such covenants as determined to be necessary by the Designated Representative. Section 12. Lost, Stolen or Destroyed Bonds. In case any Bond shall be lost, stolen or destroyed while in the Registered Owner's possession, the Bond Registrar may at the request of the Registered Owner execute and deliver a new Bond of like date, number and tenor to the Registered Owner thereof upon the Registered Owner's paying the expenses and charges of the City and the Bond Registrar in connection therewith and upon its filing with the City written certification that such Bond was actually lost, stolen or destroyed and of its ownership thereof. In the case any Bond shall be lost, stolen, or destroyed while in the Registered Owner's possession, the Registered Owner may elect upon final payment of principal and interest of such Bond to surrendera photocopyof the Bond for cancellation atthe office of the Bond Registrar CCALeg islative DevelopmentITGO-Refunding Bond 2020—PW faci lities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 12 of 13 together with written certification that such Bond was actually lost, stolen or destroyed and of its own ershipthereof. Section 13. Severability; Ratification. If any one or more of the covenants or agreements provided in this ordinance to be performed on the part of the City shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and shall be deemed separable from the remaining covenants and agreements of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds. All acts taken pursuant to the authority granted in this ordinance but prior to its effective date are hereby ratified and confirmed. Section 14. Corrections by Clerk. Upon approval of the City Attorney and Bond Counsel, the City Clerk is hereby authorized to make necessary corrections to this ordinance, including but not limited to the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; ordinance numbering and section/subsection numbering; and other similar necessary corrections. Section 15. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of YY !a , 2021. ATTEST/AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk Allan kberg, Mayor APPROVED AS TO FORM BY: Filed with the City Clerk: 5-11-20Z-1 Passed by the City Council: 5 2-07-1 Published: 5 - ZQJ- ZWZt Effective Date: 5 - 7-67- Z®21 .sm i Ordinance Number: Z65 Pacifica Law Group LLP, Bond Counsel Attachment: ExhibitA - Form of Bond; Certificate of Authentication and Registration CCALegislative DevelopmenNLTGO-Refunding Bond 2020—PW faciGties4-20-21 \/C`hic RaiinuY nnr/ nnnhroio hi Rnrhflrn Covfnn Exhibit A Form of Bond [TRANSFER RESTRICTIONS] UNITED STATES OF AMERICA STATE OF WASHINGTON CITY OF TUKWILA LIMITED TAX GENERAL OBLIGATION [AND] [REFUNDING] BOND, 2021 [(TAXABLE)] INTEREST RATE: MATURITY DATE: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Tukwila, Washington, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, on or before the Maturity Date identified above, the Principal Amount identified above and to pay interest thereon from the date of delivery, or the most recent date to which interest has been paid or duly provided for, at the Interest Rate set forth above (the "Interest Rate"). Interest on this bond shall accrue from its dated date until paid and shall be computed per annum on the principal amount outstanding on a 30/360 basis. Principal of and accrued interest on this bond shall be payable on the dates set forth in the payment scheduled attached hereto. Both principal of and interest on this bond shall be payable in lawful money of th e United States of America. Principal and intereston this bond shall be payable by check or warrant or by othermeans mutually acceptable to the Registered Owner and the City. Upon final payment of principal and interest of this bond, the Registered Owner shall surrender this bond for cancellation at the office of the Bond Registrar in accordance with Ordinance No. of the City (the "Bond Ordinance"). This bond is issued pursuant to the Bond Ordinance to provide funds [to finance and/or reimburse the City for costs of acquiring, improving, developing and equipping certain capital improvements to the City's public works facilities] [to refund certain outstanding general obligations bonds of the City] and to pay costs of issuance. Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance. [Prepayment provisions] This bond [has/has not] been designated by the City as a "qualified tax-exempt obligation" within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended. A-1 The City has in the Bond Ordinance authorized the creation of a fund to be used for the payment of debt service on this bond, designated as the Debt Service Fund. The Debt Service Fund shall be drawn upon for the sole purpose of paying the principal of and interest on this bond. The City hereby irrevocably covenants and agrees with the owner of this bond that it will include in its annual budgetand levytaxes annually, within and as a part of the tax levy permitted to the City without a vote of the electorate, upon all the property subject to taxation in amounts sufficient, togetherwith other money legally available therefor, to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. Owners of this bond do not have a security interest in particular revenues or assets of the City. This bond is not a debt or indebtedness of the State of Washington, or any political subdivision thereof otherthan the City. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefitunderthe Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. This bond is issued pursuant to the Constitution and laws of the State of Washington, and duly adopted ordinances of the City. This bond is transferable upon compliancewith the conditions setforth in the Bond Ordinance. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist, to have happened, been done and performed precedent to and in the issuance of this bond exist, have happened, been done and performed and that the issuance of this bond does not violate any constitutional, statutory or other limitation upon the amountof bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Tukwila, Washington, has caused this bond to be executed by the manual or facsimile signature of the Mayor of the City of Tukwila and attested by the manual or facsimile signature of the City Clerk, as of this day of , 2021. [SEAL] ATTEST: Christy O'Flaherty, MMC, City Clerk A-2 CITY OF TUKWILA, WASHINGTON Allan Ekberg, Mayor CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond is the City of Tukwila, Limited Tax General Obligation and Refunding Bond, 2021 [(Taxable)] described in the within mentioned Bond Ordinance and is registered in the name of the Registered Owner on the books of the City, in the office of the City Finance Director (the "Bond Registrar"), as to both principal and interest, as noted in the registration blank below. All payments of principal of and interest on this bond shall be made by the City to the Registered Ownerfrom the Debt Service Fund.] Date of Name and Address of Signature of Registration Registered Owner Bond Registrar , 2021 A-3 Finance Director City of Tukwila Public Notice of Ordinance Adoption for Ordinance 2654. On May 17, 2021 the City Council of the City of Tukwila, Washington , adopted the following ordinance, the main points of which are summarized by title as follows: Ordinance 2654: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS OF THE CITY IN THE AGGREGATE PRINCIPALAMOUNT OF NOT TO EXCEED $7,200,000 TO FINANCE AND/OR REIMBURSE COSTS RELATED TO CAPITAL IMPROVEMENTS TO THE CITY'S PUBLIC WORKS FACILITIES, TO REFUND CERTAIN OUTSTANDING LIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY, AND TO PAY THE COST OF ISSUING THE BONDS; PROVIDING THE FORM, TERMS AND COVENANTS OF THE BONDS; DELEGATING THE AUTHORITY TO APPROVE THE SALE OF THE BONDS; PROVIDING FOR OTHER MATTERS RELATING THERETO; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. The full text of this ordinance will be provided upon request. Christy O'Flaherty, MMC, City Clerk Published Seattle Times: May 20, 2021 CERTIFICATE REGARDING MINUTES OF COMMITTEE OF THE WHOLE I, CHRISTY O'FLAHERTY, City Clerk of the City of Tukwila, Washington, do hereby certify that the attached is a full, true and correct copy of the minutes of the May 10, 2021 Committee of the Whole meeting, which reflect the first discussion of Ordinance No. 2654. Dated this 8th day of June, 2021. Christy O'Fla rty, MC, City Clerk City of Tukwila, Washington Tukwila City Council Committee of the Whole Meeting Remote Meeting per Governor Proclamation 20-28 May 10, 2021 — 7:00 P.M. MINUTES This meeting was conducted remotely, with the City Council, Mayor, and staff off-site and participating via a remote electronic system. All participants, including the Mayor, Councilmembers, City staff, and legal counsel were not at Tukwila City Hall and participated via a remote electronic system. The phone number for public participation that was provided via the agenda distribution process was: 1-253-292-9750, access code 670077847# as well as a link to join the Microsoft Teams Meeting. COMMITTEE OF THE WHOLE CALL TO ORDER/PLEDGE OF ALLEGIANCE Council President Kruller called the remote Tukwila City Council meeting to order at 7:00 p.m. and led the audience in the Pledge of Allegiance. OFFICIALS Present at the virtual meeting were Council President Kruller; Councilmembers Verna Seal, Kathy Hougardy, De'Sean Quinn, Thomas McLeod, Cynthia Delostrinos Johnson. Councilmember Idan was not in attendance. CITY OFFICIALS Allan Ekberg, Mayor; David Cline, City Administrator; Rachel Bianchi, Deputy City Administrator; Nora Gierloff, Community Development Director; Jay Wittwer, Fire Chief; Norm Golden, Deputy Fire Chief; Vicky Carlsen, Finance Director; Juan Padilla, Human Resources Director; Tracy Gallaway, Acting Parks & Recreation Director; Eric Drever, Police Chief; Hari Ponnekanti, Public Works Director; Joel Bush, Chief Technology Officer; Laurel Humphrey, Legislative Analyst; Andy Youn, Deputy City Clerk. LAND ACKNOWLEDGEMENT Mayor Ekberg stated "The City of Tukwila is located on the ancestral lands of the Coast Salish people. We acknowledge their continuing connections to land, waters and culture. We pay our respects to their elders past, present and emerging." PUBLIC COMMENTS Those wishing to provide public comment had the opportunity to sign up via email by 5:00 p.m. today to read comments verbally at the virtual meeting. There were no public comments. SPECIAL ISSUES a. Weekly COVID-19 Report. David Cline, City Administrator, provided an update on the City's coronavirus response as follows: Governor Jay Inslee recently announced a pause meaning King County is continuing in Phase 3; Staff is looking for feedback on the updated Tukwila Fire Department report included in this report; the City is continuing to encourage the public to review outbreak and vaccination rates through Public Health — Seattle & King County's dashboard. Tukwila City Council Committee of the Whole Minutes May 10, 2021 Page 2 of 4 b. An ordinance to issue debt for the General Fund portion of the Public Works Shops project. Vicky Carlsen, Finance Director, explained the proposed ordinance delegates authority to the Finance Director through the end of September to issue debt to fund the General Fund portion of the Public Works Shops Phase I project. Per the City's current debt policy, the draft ordinance also refunds outstanding 2011 and 2014 Limited Tax General Obligation bonds through a direct placement process if total debt service savings can be achieved through market opportunities. CONSENSUS EXISTED TO FORWARD THIS ITEM TO THE NEXT REGULAR MEETING. c. Continuation of discussion on prioritizing service level increases and consensus on funding Phase I. Vicky Carlsen, Finance Director, explained that due to loss of revenue from the COVID-19 pandemic, expenditures and service levels were reduced City-wide. If revenues return at a higher level than the adopted budget, the Council will need to provide direction on which programs and services should be prioritized. Staff is recommending the restoration of service levels in three phases, with Phase I utilizing sales tax mitigation payments to target services impacting quality of life, revenue -backed services, contractually required services, and critical services. The Councilmembers discussed the Phase I recommendations from staff and provided comments as follows: while the Economic Development Plan is an important way to diversify revenue streams, it should be moved to Phase II; Code Enforcement directly impacts quality of life in Tukwila and thus needs to be prioritized in Phase I; Staff is reviewing systemic issues and process improvements relating to permitting within the Department of Community Development that should be completed prior to Council action. CONSENSUS EXISTED TO INCREASE SERVICE LEVELS AS IDENTIFIED IN PHASE 1 WITH AMENDMENTS AS DISCUSSED ABOVE. d. Technology & Innovation Services — Update on Strategic Plan. Joel Bush, Chief Technology Officer, shared Technology and Innovation Services' strategic plan, roadmap and vision which has been updated to encompass planning through 2025. REPORTS a. Mayor Mayor Ekberg stated this week is National Police Week and, May 15th is Peace Officers Memorial Day in observance of those who have fallen in the line of duty. He thanked the Tukwila Police Department for their service. b. City Council Councilmember Seal reported the Transportation and Infrastructure Services Committee reviewed a bid award for Sewer Lift Station Number 2, an Interlocal Agreement with the City of SeaTac for Americans with Disabilities Act (ADA) improvements, acceptance of a Sound Transit System Access Fund grant for the West Valley Highway/Longacres Way project, as well as a supplemental agreement for the West Valley Highway design. The Committee requested that a PowerPoint on the last item be provided to the full Council. Councilmember Hougardy stood in for Chair Idan on the Finance and Governance Committee. The Committee discussed the disposition of the former Fire Station 52 site as well as marijuana tax revenue following Councilmember Delostrinos Johnson's request. Councilmember Hougardy relayed this week is Affordable Housing Week and attended a webinar on permanent supportive housing as a solution for homelessness. Tukwila City Council Committee of the Whole Minutes May 10, 2021 Page 3 of 4 Councilmember Quinn shared there have been concerns from community members relating to issues with permitting and relayed the Council passes these issues onto staff for follow-up. He offered the reminder that Tukwila is a community of neighbors, and activities at home should not disproportionately affect neighbors. Council President Kruller attended a meeting reviewing ways in which different industries and organizations can better support women and minority-owned businesses, a webinar on permanent supportive housing for Affordable Housing Week, and an event on regional affordable housing partners. She shared that she and the Mayor attended a ceremony held by Governor Inslee, who came to the Tukwila Community Center to sign two key bills on Economic Justice and the Working Families Tax Credit. Council President Kruller relayed the Transportation and Infrastructure Services Committee through National League of Cities is continuing to work on issues relating to rail crossings. She is working with the Mayor to advocate for the 42nd Avenue South Bridge and broadband infrastructure. C. Staff There was no report. d. Legislative Analyst There was no report. MISCELLANEOUS Councilmember Hougardy reported the Highline Forum is requesting cities sign a letter of support from Senator Maria Cantwell regarding funding residential sound insulation against aircraft noise. There was consensus to sign the letter of support. Council President Kruller shared the City has received a request from Senator Patty Murray to support King County Metro's funding request for updates to the south campus base. Councilmember Quinn recused himself from this discussion. There was consensus to support King County Metro's funding request. Council President Kruller congratulated the Parks and Recreation Department for being awarded the Washington Recreation & Parks Association 2021 Spotlight Award for Program Excellence in Health & Wellness for its Operation Senior Meal Drop. In response to a question from Council President Kruller regarding the summer internship program, David Cline, City Administrator, confirmed the City will not be hosting high school summer interns this year due to the COVID-19 pandemic and safety concerns. ADJOURNMENT 9:00 p.m. COUNCIL PRESIDENT KRULLER DECLARED THE COMMITTEE OF THE WHOLE MEETING ADJOURNED. Tukwila City Council Committee of the Whole Minutes May 10, 2021 Andy Youn, Deputy City Clerk APPROVED BY THE COUNCIL PRESIDENT: 5/21/21 AVAILABLE ON THE CITY WEBSITE: 5/21/21 Page 4 of 4 CERTIFICATE REGARDING MINUTES OF CITY COUNCIL MEETING I, CHRISTY O'FLAHERTY, City Clerk of the City of Tukwila, Washington, do hereby certify that the attached is a full, true and correct copy of the minutes of the May 17, 2021 regular meeting of the City Council, which reflect the passage of Ordinance No. 2654. Dated this 8th day of June, 2021. Christy O'Flah y, NTMC, City Cler City of Tukwila, Washington Tukwila City Council Regular Meeting Remote Meeting May 17, 2021 — 7:00 P.M. MINUTES REGULAR MEETING This meeting was conducted remotely, with the City Council, Mayor, and staff off-site and participating via a remote electronic system. All participants, including the Mayor, Councilmembers, City staff, and legal counsel were not at Tukwila City Hall and participated via a remote electronic system. The phone number for public participation that was provided via the agenda distribution process was: 1-253-292-9750, access code 670077847# as well as a link to join the Microsoft Teams Meeting. CALL TO ORDER/PLEDGE OF ALLEGIANCE/ROLL CALL Mayor Ekberg called the Regular Meeting of the Tukwila City Council to order at 7:00 p.m. and led the audience in the Pledge of Allegiance. Christy O'Flaherty, City Clerk, called the roll of the Council. Present at the remote meeting were Councilmembers Verna Seal, Kathy Hougardy, De'Sean Quinn, Kate Kruller, Thomas McLeod, Cynthia Delostrinos Johnson. MOVED BY KRULLER, SECONDED BY HOUGARDY TO EXCUSE COUNCILMEMBER IDAN FROM THE MEETING. MOTION CARRIED 6-0. CITY OFFICIALS Allan Ekberg, Mayor; David Cline, City Administrator; Rachel Bianchi, Deputy City Administrator; Kari Sand, City Attorney; Kimberly Walden, Municipal Court Judge; Trish Kinlow, Court Administrator; Joel Bush, Chief Technology Officer; Eric Drever, Police Chief; Jay Wittwer, Fire Chief; Norm Golden, Deputy Fire Chief; Vicky Carlsen, Finance Director; Tony Cullerton, Deputy Finance Director; Tracy Gallaway, Acting Parks and Recreation Director; Hari Ponnekanti, Public Works Director; Derek Speck, Economic Development Administrator; Brandon Miles, Business Relations Manager; Juan Padilla, Human Resources Director; Laurel Humphrey, Legislative Analyst; Christy O'Flaherty, City Clerk. LAND ACKNOWLEDGEMENT — Councilmember Seal stated "The City of Tukwila is located on the ancestral lands of the Coast Salish people. We acknowledge their continuing connections to land, waters and culture. We pay our respects to their elders past, present and emerging." PUBLIC COMMENTS Those wishing to provide public comment had the opportunity to sign up via email by 5:00 p.m. today to read comments verbally at the virtual meeting. Mayor Ekberg asked those who had signed up to proceed with their public comments. There were no public comments. APPOINTMENTS Confirm the appointment of Apneet Sidhu to Position #6 on the Planning Commission, with a term expiring December 31, 2023. MOVED BY QUINN, SECONDED BY HOUGARDY TO CONFIRM THE APPOINTMENT OF APNEET SIDHU TO POSITION #6 ON THE PLANNING COMMISSION, WITH A TERM EXPIRING DECEMBER 31, 2023. MOTION CARRIED 6-0, WITH IDAN ABSENT. Tukwila City Council Regular Meeting Minutes May 17, 2021 Page 2 of 4 PRESENTATIONS a. Police Department promotions and awards. Eric Drever, Police Chief. 1. Promotional Swearing in of Sergeant Josh Vivet. Mayor Ekberg administered the Oath of Office to Sergeant Vivet. 2. Medal of Valor for Officer Josh Hinson. Chief Drever presented the Medal of Valor to Officer Josh Hinson. 3. Life Saving Awards for: • Sergeant Isaiah Harris • Sergeant Adam Balcom • Officer Dakota Hodgson Chief Drever presented Life Saving awards to Sergeant Harris, Sergeant Balcom, and Officer Hodgson. 4. Meritorious Service Award to Officer Jon Thomas. Chief Drever presented the Meritorious Service Award to Officer Jon Thomas. b. Annual State of the Court Address. Judge Kimberly Walden. Judge Walden and Trish Kinlow, Court Administrator, provided the "Annual State of the Municipal Court" address to include updates on, but not limited to, Cases Filed, Court Operations, Back on Track -Bench Warrant Removal, Court Support Services, Court Connections Center, Outreach (Race/Social Justice, State Education, Court for Kids). CONSENT AGENDA a. Approval of Minutes: 5/3/21 (Regular Mfg.) b. Approval of Vouchers #386122-386212; #210501 in the amount of $1,368,687.86. c. COVID-19: Extend Emergency Rules to Allow Tents in Parking Lots and to Allow Temporary Signage. (Reviewed and forwarded to Consent by the Planning and Community Development Committee on 5/3/21.] d. Authorize the Mayor to sign a contract with Mid Pac Construction, Inc., for tennis court repairs and improvements, in the amount of $53,000.00. [Reviewed and forwarded to Consent by the Community Services and Safety Committee on 5/3/21.] e. Authorize the Mayor sign a grant agreement with the Central Puget Sound Regional Transit Authority (Sound Transit) for the Tukwila Station Non -Motorized Connectivity and Safety Project, in the amount of $2,064,000.00. [Reviewed and forwarded to Consent by the Transportation and Infrastructure Services Committee on 5/10/21.] f. Authorize the Mayor to sign an Interlocal Agreement with the City of SeaTac for the 42nd Avenue South/South 164th Street ADA Compliant Ramps, in the amount of $14,059.00. [Reviewed and forwarded to Consent by the Transportation and Infrastructure Services Committee on 5/10/21.] g. Authorize the Mayor to award a bid and sign a contract with McClure and Sons, Inc., for the Sewer Lift Station #2 Project, in the amount of $1,554,397.31 (plus contingency and sales tax). (Reviewed and forwarded to Consent by the Transportation and Infrastructure Services Committee on 5/10/21.] h. Authorize the Mayor to sign Supplemental Agreement #2 to contract #19-095 with TranTech Engineering for the West Valley Highway (1-405 Strander Boulevard) Project, in the amount of $564,185.00. [Reviewed and forwarded to Consent by the Transportation and Infrastructure Services Committee on 5/10/21.] Tukwila City Council Regular Meeting Minutes May 17, 2021 Page 3 of 4 MOVED BY HOUGARDY, SECONDED BY MCLEOD THAT THE CONSENT AGENDA BE APPROVED AS SUBMITTED. MOTION CARRIED 6-0, WITH IDAN ABSENT. UNFINISHED BUSINESS a. Weekly COVID-19 report. David Cline, City Administrator, provided an update on the Weekly COVID-19 report, referencing the ongoing essential work by the Human Services Office; King County is scheduled to open the Tenant Pool on May 17, 2021 for individuals or households needing rental assistance; the Fire Department mobile vaccine unit continues to serve the community; City staff have formed a committee to review what post -pandemic work in the organization will look like once all City facilities can reopen safely. Based on a question by Councilmember McLeod regarding when Council meetings will resume onsite, Mr. Cline relayed that in talking to his peers, everyone is looking at that timeline, and it will involve discussions by the Council. b. An ordinance authorizing the issuance and sale of one or more series of Limited Tax General Obligation and refunding bonds of the City in the aggregate principal amount of not to exceed $7,200,000 to finance and/or reimburse costs related to capital improvements to the City's public works facilities, to refund certain outstanding Limited Tax General Obligation bonds of the City, and to pay the cost of issuing the bonds; providing the form, terms and covenants of the bonds; delegating the authority to approve the sale of the bonds; providing for other matters relating thereto. MOVED BY DELOSTRINOS JOHNSON, SECONDED BY KRULLER THAT THE PROPOSED ORDINANCE BE READ BY TITLE ONLY. MOTION CARRIED 6-0, WITH IDAN ABSENT. Christy O'Flaherty, City Clerk, read the proposed ordinance by title only. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,200,000 TO FINANCE AND/OR REIMBURSE COSTS RELATED TO CAPITAL IMPROVEMENTS TO THE CITY'S PUBLIC WORKS FACILITIES, TO REFUND CERTAIN OUTSTANDING LIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY, AND TO PAY THE COST OF ISSUING THE BONDS; PROVIDING THE FORM, TERMS AND COVENANTS OF THE BONDS; DELEGATING THE AUTHORITY TO APPROVE THE SALE OF THE BONDS; PROVIDING FOR OTHER MATTERS RELATING THERETO; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE, MOVED BY DELOSTRINOS JOHNSON, SECONDED BY MCLEOD THAT THE PROPOSED ORDINANCE BE ADOPTED AS READ. MOTION CARRIED 6-0, WITH IDAN ABSENT, TO ADOPT ORDINANCE NO. 2654. REPORTS a. Mayor Mayor Ekberg emphasized that in light of City staff resuming onsite work on July 6, 2021, a team of City staff representing all departments and levels within the organization has been formed to gather ideas for what post pandemic work will look like. It will be a slow progression with health and safety as a priority. b. City Council Councilmember Hougardy reported on her attendance at the recent Tukwila Housing Action Plan virtual community Open House event. She referenced the Tukwila South King County Subregional Housing Action Plan Framework document that was reviewed during the Open House. She noted that Tukwila will Tukwila City Council Regular Meeting Minutes May 17, 2021 Page 4 of 4 need 4,000+ new housing units by 2040, which is 211 units per year to reach that goal. This issue will require ongoing discussions. Council President Kruller attended the Housing Action Plan event and commended staff for the outreach. She hopes that more neighborhoods can be included to encourage greater participation in the community. She also attended the LTAC (Lodging Tax Advisory Committee) meeting, where there was discussion about the Tukwila Pond and artwork on the sidewalk in the Baker Blvd. area. Ms. Kruller referenced the Council Retreat that will be occurring in June. Greg Taylor, former Renton City Councilmember, who is a consultant, will be facilitating the retreat. He will focus on bringing equity into the conversation about policy. Additionally, Cecile Hansen of the Duwamish Tribe will be participating in the retreat. She has recommended a book titled "Chief Seattle and the City that took his Name." The Legislative Analyst will be acquiring copies of the book for the Councilmembers. Councilmember McLeod reported that he had an opportunity to observe the drag -queen drive-in event this past Saturday at Westfield Mall. He relayed that it was well attended and looked like everyone was having fun; he hopes to see more drive-in events. Councilmember Delostrinos Johnson, Chair of the CSS (Community Services and Safety) Committee reported on the CSS meeting that occurred before the Council meeting this evening. The agenda involved a presentation from the City's Prosecutor, Aaron Walls; a service level agreement with Valley Communications; and 2 contract amendments for the Youth and Senior Center and Public Works building improvements. C. Staff David Cline, City Administrator, referenced the CA (City Administrator) report and offered to answer any questions. MISCELLANEOUS Councilmember President Kruller relayed that the Council has been informed that the Minority Veterans of America will be making multiple stops throughout the country. The 3rcl stop will be in Seattle at Lumen Field on May 22, 2021 to support King County veterans. All veterans are welcome at this event, where essential supplies will be provided to veterans. Veterans can sign up at this link https://Inkd.in/g7hGU8N. ADJOURNMENT 8:08 p.m. ANIMOUS CONSENSUS EXISTED TO ADJOURN THE REGULAR MEETING. Allan Ekberg, Mayor Kny:i.bltl3U✓bbea�no3NecDCt�Mcbp06"-- Christy O'Flaherty, Records Governance Manager/City Clerk APPROVED BY THE CITY COUNCIL: 6/7/2021 AVAILABLE ON CITY WEBSITE: 6/9/2021 From: Legals <Iegals@seattletimes.com> Sent: Tuesday, May 18, 20218:39 AM To: Christy O'Flaherty <Christv.OFlahert TukwilaWA.gov> Subject: RE: 10464 - Ord. Summary 2654 Good morning Christy! This notice is all set for 5/20, the total is $93.66 for order 10464. Thankyoul City of Tukwila Public Notice of Ordinance Adoption for Ordinance 2654. On May 17, 2021 the City Council of the City of Tukwila, Washington, adopted the following ordinance, the main points of which are summarized by title as follows: The full text of this ordinance will be provided upon request. Christy O'Flaherty, MMC, City Clerk Published Seattle Times; May 20, 2021 Holly Botts Legal Advertising Representative p: (206) 652-6604 e: hbottsPseattletimes.com OeSM41comts - .... ................. ........... MEDIA "SOLUTIONS S -"o" -wk'tt'r9vwh From: Christy O'Flaherty <Christy•OFlahertY TukwilaWkgop Sent: Monday, May 17, 20218:11 PM To: Legals <legals@seattletimes.com> Subject: 10464 - Ord. Summary 2654 Importance: High Attached is the summary document for Ordinance 2654. Please confirm via email that it will be published in the Seattle Times on Thursday, May 20, 2021. Please charge to account #107510 and let us know the charges. Please respond to this email to confirm. Thank you! Christy O'Flaherty, MMC, Records Governance Manager/City Clerk CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. CAUTION: This email originated from outside the City of Tukwila network. Please DO NOT open attachments or click links from an unknown or suspicious origin. CITY OFTUKWILA Request for Proposals City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 April 26, 2021 Introduction The City of Tukwila, Washington (the "City") is requesting proposals for its proposed Limited Tax General Obligation and Refunding Bonds, 2021 (the "Bonds") in accordance with the Proposed Financing Terms set forth below. If issued, proceeds of the Bonds will be used for one or more of the following purposes: (1) to finance costs related to tenant improvements of the City's Public Works Shops facility (the "Project"); (2) to refund the City's outstanding Limited Tax General Obligation Refunding Bonds, 2011 (the "LTGO 2011 Bonds"), which become callable on December 1, 2021 (callable par amount of $1,050,000); and (3) to refund the City's outstanding Limited Tax General Obligation Bond, 2014 (Taxable) (the "LTGO 2014 Bond"), which became callable on December 1, 2019 (outstanding par amount of $2,941,000). The City is requesting that prospective lenders provide financing terms for one or more of the following components. The City may work with a single lender to finance up to three components, or work with different lenders on selected components, depending on the proposals received. The Bonds may be issued in one or more series, also depending on the proposals received and components included in the financing. • Component 1 — Financing costs of the Project • Component 2 — Refunding of the LTGO 2011 Bonds o The City is requesting that prospective lenders provide financing terms for both a taxable advance refunding (Option A), and a tax-exempt delayed delivery refunding (Option B), if possible • Component 3 — Refunding of the LTGO 2014 Bond The purchaser will be provided with an opinion from the City's bond counsel, Pacifica Law Group LLP, relating to the City's authority to issue the Bonds, enforceability of the Bonds, and the tax-exempt status of the Bonds (where applicable). The Bonds will not be rated; however, the City's outstanding limited tax general obligation bonds carry a rating of "AA+" (stable outlook) from S&P Global Ratings (most recently affirmed October 1, 2019). By providing a proposal, each proposer is agreeing to the Proposed Financing Terms herein, and is acknowledging the Schedule of Events set forth below. Each proposal must state an interest rate to be offered, and, if subject to adjustment prior to closing of the Bonds, the methodology for such adjustment. Terms of each proposal should be firm for closing through June 30, 2021 (or through September 2, 2021, if a delayed -delivery option is proposed for Component 2). Schedule of Events The following sets forth the expected time schedule for events relating to the proposed financing Request for Financing Proposals Distributed....................................................................................April 26th Purchaser Proposals Due (3:00 p.m. Pacific Time).....................................................................May 141' City Council Meeting to consider Bond Ordinance.....................................................................May 17' Review of and acceptance of winning proposal by the City ......................................................... By May 20th ClosingDate....................................................................................................................................... June 81h Closing Date (delayed delivery option for Component 2) ........................................................ September 2nd Proposed Financing Terms Closing Date: Component 1, Component 2 (Option A), Component 3: June 8, 2021 (estimate) Component 2 (Option B): September 2, 2021 (delayed delivery) Amount: Component 1 (the Project): not -to -exceed $3,000,000 Component 2 (refunding of the LTGO 2011 Bonds): not -to -exceed $1,200,000 Component 3 (refunding of the LTGO 2014 Bond): not -to -exceed $3,000,000 Tax Status: Component 1: Tax-exempt; bank qualified Component 2 (Option A): Taxable Component 2 (Option B): Tax-exempt; bank qualified Component 3: Taxable Final Maturity: Component 1: December 1, 2031 Component 2: December 1, 2023 Component 3: December 1, 2034 Interest: Interest will be payable semi-annually with interest due on June 1 and December 1, commencing December 1, 2021. The City will only consider fixed rates of interest. Principal: For each component, principal will be payable annually on December 1, commencing December 1, 2022. Amortization is estimated as follows and is subject to adjustments based on the final interest rate(s) of the Bonds, final costs of the issuance, and other factors. 12/1/2022 260,000 535,000 185,000 12/1/2023 270,000 530,000 185,000 12/1/2024 275,000 190,000 12/1/2025 280,000 200,000 12/1/2026 285,000 200,000 12/1/2027 290,000 210,000 12/1/2028 295,000 215,000 12/1/2029 300,000 220,000 12/1/2030 310,000 225,000 12/1/2031 315,000 230,000 12/1/2032 - 235,000 12/1/2033 - 240,000 12/1/2034 - 250,000 Total $2,880,000 1 $1,065,000 $2,785,000 (1) Reflects preliminary amortization for both Option A and Option B Note: Preliminary; subject to change Purpose: To finance costs of the Project (Component 1), and to refund the callable maturities of the City's LTGO 2011 Bonds and LTGO 2014 Bond (Components 2 and 3, respectively). Security: The Bonds are a limited tax general obligation of the City. For as long as the Bonds are outstanding, the City has irrevocably pledged to include in its budget and levy taxes annually, within the constitutional and statutory limitations provided by law without a vote of the electors of the City, on all of the taxable property within the City in an amount sufficient, together with other money legally available Page 2 of 4 and to be used therefor at the discretion of the City Council, to pay when due the principal of and interest on the Bonds. The City irrevocably pledges its full faith, credit and resources to the annual levy and collection of such taxes and for the prompt payment of such principal and interest. The Bonds do not constitute a debt or indebtedness of King County, the State of Washington, or any other political subdivision thereof other than the City. Financial and Other Information To assist in the preparation of proposals, links to the City's most recent official statement (2019), current Biennial Budget, and Comprehensive Annual Financial Reports ("Annual Reports") for the years 2015 through 2019 may be found below. These documents are dated as of their respective dates and do not reflect subsequent events. 1. 2019 Annual Report hftps://emma,msrb.org/Pl 1521473.pdf 2018 Annual Report: https://www.tukwilawa.gov/wp-content/uploads/Fin-Current-CAFR.Pdf 3. 2017 Annual Report: https://www.tukwilawa.gov/wp-content/uploads/Fin-CAFR 2017.pdf 4. 2016 Annual Report: https://www.tukwilawa.gov/wp-content/uploads/Fin-CAFR 2016.pdf 5. 2015 Annual Report: https://www.tukwilawa.gov/wp-content/uploads/Fin-CAFR 2015.pdf Current Biennial Budaet: https://www.tukwilawa.gov/wp-content/uploads/FIN-Current-Budaet.pdf Limited Tax General Obliaation Bonds. 2019 (Official Statement): https://emma,msrb.org/ES1428030.pdf Proposals If your firm is interested in providing a proposal to the City, please include the requested information to be submitted by the date shown in the Schedule of Events. Proposals should clearly state: the proposed interest rate or rates specific to each financing component; other fees and costs charged by purchaser (if any); prepayment terms; conditions (if any); and concurrence with the Schedule of Events set forth above. The City reserves the right to seek clarification or negotiate modifications with one or more proposing firms, if needed to meet the City's needs. Proposals will be evaluated based on responses to the information requested herein. The City will consider all information provided in response to this request in making its selection. The City further reserves the right, in its sole discretion, to select the proposal that is in the best interest of the City or to reject all proposals. Representation of Present Intent to Hold: By submitting a proposal, each proposer represents that it has a present intent to hold the Bonds subject to this transaction to maturity, earlier redemption, or for its loan portfolio, and has no present intention of reselling or otherwise disposing of all or a part of such Bonds. Each proposer acknowledges that PFM Financial Advisors LLC ("Financial Advisor" to the City) is relying on the foregoing representation and based on this representation this transaction meets the requirements for being a qualifying exception for purposes of MSRB Rule G-34, and the Financial Advisor is excepted and released from the requirement to request a CUSIP assignment on behalf of the City pursuant to MSRB Rule G-34 for the Bonds. Page 3 of 4 All proposals will be considered firm proposals and may not be changed from the date and time of submission through the dates of closing and settlement as set forth in the schedule above. Proposals are to be submitted by e-mail to the City's Finance Director, Vicky Carlsen, at vicky.carlsen@tukwilawa.gov, and to the City's financial advisor, PFM, at sea-advisors@pfm.com. Please contact Duncan Brown (brownd@pfm.com or 206-858-5367) or Steven Amano (amanos@pfm.com or 206- 858-5366) with any questions or if you require additional information. Page 4 of 4 LOAN COMMITMENT THIS LOAN COMMITMENT (this "Loan Commitment") is dated June 8, 2021, by and between CITY OF TUKWILA, WASHINGTON, a municipal corporation duly organized and existing under the laws of the State of Washington (the "City"), and CAPITAL ONE PUBLIC FUNDING, LLC (together with its successors and assigns, in such capacity, the "Lender"). RECITALS: WHEREAS, the City has authorized the issuance of its Limited Tax General Obligation Bond, 2021A in the principal amount of $2,867,300 (the "2021A Bond"), its Limited Tax General Obligation Refunding Bond, 2021B (Taxable) in the principal amount of $2,780,900 (the "2021B Bond") and its Limited Tax General Obligation Refunding Bond, 2021C (Taxable) in the principal amount of $1,072,300 (the "2021C Bond," and together with the 2021A Bond and 2021B Bond, the "Bonds") pursuant to Ordinance No. 2654, passed by the City Council of the City (the "Council") on May 17, 2021 (the "Bond Ordinance"); and WHEREAS, after soliciting proposals to purchase the Bonds, the Finance Director, as the designated representative of the City under the Bond Ordinance (the "Designated Representative"), has determined that the Bonds shall be sold to the Lender and the Lender shall acquire such Bonds as evidence of the underlying loan of the principal amounts described above to the City pursuant to the terms set forth in the Bonds and the Bond Ordinance and in this Loan Commitment; and WHEREAS, the Lender is willing to make the loan evidenced by the Bonds and the City is willing to sell the Bonds evidencing such loan to the Lender subject to the terms and conditions set forth in this Loan Commitment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Lender hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. Unless the context indicates otherwise, words importing the singular number shall include the plural number and vice versa. Capitalized terms not otherwise defined herein shall have the meanings set forth in the recitals of this Loan Commitment and in the Bond Ordinance. As used in this Loan Commitment, the following capitalized terms shall have the following meanings. "Bonds" mean together, the 2021A Bond, 2021B Bond, and 2021C Bond. "Bond Ordinance" means Ordinance No. 2654 passed by the Council on May 17, 2021. "City" means the City of Tukwila, Washington, a municipal corporation duly organized and existing under the laws of the State of Washington. "Closing Date" means June 8, 2021. "Council" or "City Council" means the Tukwila City Council, as the general legislative body of the City as the same is duly and regularly constituted from time to time. "Debt Service Fund" means the funds or accounts created pursuant to the Bond Ordinance for the purpose of paying debt service on each series of Bonds. "Default Rate" means the applicable Interest Rate plus 200 basis points (2.0%). "Event of Default" means the Lender's declaration in writing to the City that (i) there has been a failure to pay principal of or interest on the Bonds when due, as provided in the Bond Ordinance, this Loan Commitment, and the Bonds, allowing for a 10 -day grace period following any payment due date before the Lender may declare an Event of Default and allowing further for a 10 -day cure period (immediately following the 10 -day grace period) before the default rate of interest shall be applied to the Bonds; (ii) a failure by the City to comply with any of its obligations, or to perform any of its duties, under the Bond Ordinance, this Loan Commitment or the Bonds, which failure continues, and is not cured, for a period of more than 60 days after the Lender has made written demand on the City to cure such failure; or (iii) a material misrepresentation to the Lender by the City in the purchase of the Bonds, as reasonably concluded by the Lender after investigation and discussion with the City. "Interest Rate" means the 2021A Interest Rate, the 2021B Interest Rate, and/or the 2021C Interest Rate, as applicable. "Lender" means Capital One Public Funding, LLC, as Lender of the Bonds, and its successors and assigns. "Loan Commitment" means this Loan Commitment between the City and the Lender, as amended and supplemented from time to time in accordance with the terms hereof. "Proposal" means the written proposal of the Lender to acquire the Bonds, a copy of which is attached hereto as Exhibit A. "State" means the State of Washington. "2021A Bond" means the City of Tukwila, Washington, Limited Tax General Obligation Bond, 2021A, issued pursuant to the Bond Ordinance in a principal amount of $2,867,300. "2021 A Interest Rate" means 1.700% per annum. "2021A Maturity Date" means December 1, 2031. "2021B Bond" means the City of Tukwila, Washington, Limited Tax General Obligation Refunding Bond, 2021B (Taxable), issued pursuant to the Bond Ordinance in a principal amount of $2,780,900. "2021 B Interest Rate" means 2.700% per annum. 2 "2021B Maturity Date" means December 1, 2034. "2021C Bond" means the City of Tukwila Washington, Limited Tax General Obligation Refunding Bond, 2021C (Taxable), issued pursuant to the Bond Ordinance in a principal amount of $1,072,300. "2021 C Interest Rate" means 1.150% per annum. 112021C Maturity Date" means December 1, 2023. 1.2 Relation to Other Documents. Nothing in this Loan Commitment shall be deemed to amend or relieve the City of its obligations under the Bonds or the Bond Ordinance. All references to other documents shall be deemed to include all amendments, modifications and supplements thereto to the extent such amendment, modification or supplement is made in accordance with the provisions of such document and this Loan Commitment. ARTICLE II BOND TERMS 2.1 Purchase and Payment of Bonds; Use of Proceeds. The City hereby accepts the Lender's Proposal to purchase the Bonds to evidence a loan of the principal amounts described herein and therein, a copy of which is attached as Exhibit A. All other proposals received by the City to purchase the Bonds are hereby rejected. To the extent that there are any inconsistences between the Proposal attached hereto as Exhibit A and this Loan Commitment, this Loan Commitment shall control. 2021A Bond. The Lender hereby agrees to acquire the 2021A Bond from the City on the Closing Date in the principal amount of $2,867,300 at a price of 100% of par subject to the terms of this Loan Commitment. The 2021A Bond shall be dated as of the Closing Date, mature on the 2021A Maturity Date, bear interest on the outstanding principal amount thereof at the 2021A Interest Rate (subject to adjustment upon the occurrence and continuation of an Event of Default as provided below) and shall be payable in installments semiannually on the dates and in the amounts as set forth in Exhibit B attached hereto and in the payment schedule attached to the 2021A Bond. 2021B Bond. The Lender hereby agrees to acquire the 2021B Bond from the City on the Closing Date in the principal amount of $2,780,900 at a price of 100% of par subject to the terms of this Loan Commitment. The 2021B Bond shall be dated as of the Closing Date, mature on the 2021B Maturity Date, bear interest on the outstanding principal amount thereof at the 2021B Interest Rate (subject to adjustment upon the occurrence and continuation of an Event of Default as provided below) and shall be payable in installments semiannually on the dates and in the amounts as set forth in Exhibit B attached hereto and in the payment schedule attached to the 2021B Bond. 2021 C Bond. The Lender hereby agrees to acquire the 2021C Bond from the City on the Closing Date in the principal amount of $1,072,300 at a price of 100% of par subject to the terms of this Loan Commitment. The 2021C Bond shall be dated as of the Closing Date, mature on the 2021C Maturity Date, bear interest on the outstanding principal amount thereof at the 2021C Interest Rate (subject to adjustment upon the occurrence and continuation of an Event of Default as provided below) and shall be payable in installments semiannually on the dates and in the amounts as set forth in Exhibit B attached hereto and in the payment schedule attached to the 2021C Bond. At the election of the Lender, upon written notice to the City following the occurrence of an Event of Default and until the time as such Event of Default is cured, the applicable Interest Rate on the applicable Bond shall increase by 200 basis points (2.00%) to the Default Rate. All rights, powers and remedies of the Lender granted in the Bond Ordinance, the Bonds, this Loan Commitment, and available under applicable law may be exercised at any time after the occurrence of an Event of Default, and shall be cumulative and shall not be exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. If legal action is taken by the Lender to enforce the provisions of the Bond Ordinance, this Loan Commitment or the Bonds, the Lender, if it prevails shall be entitled to its reasonable attorneys' fees and costs, including fees and costs at trial, on appeal, in any bankruptcy or insolvency proceeding, in any arbitration proceeding, or otherwise, including any allocated costs of in-house counsel. The Bonds are not subject to acceleration upon the occurrence of an Event of Default. The City may not prepay the 2021A Bond before December 1, 2026. The 2021A Bond may be prepaid at the option of the City in whole only, on or after December 1, 2026, on any interest payment date (June 1 and December 1) at a price of par plus accrued interest to the date of prepayment. If the 2021A Bond is prepaid in full, interest shall cease to accrue on the date such prepayment occurs. Prepayments in part shall be applied to installments of principal in inverse order of their respective due dates, unless otherwise agreed by the City and the Lender. The City may not prepay the 2021B Bond before December 1, 2028. The 2021B Bond may be prepaid at the option of the City in whole only, on or after December 1, 2028, on any interest payment date (June I and December 1) at a price of par plus accrued interest to the date of prepayment. If the 2021B Bond is prepaid in full, interest shall cease to accrue on the date such prepayment occurs. Prepayments in part shall be applied to installments of principal in inverse order of their respective due dates, unless otherwise agreed by the City and the Lender. The 2021C Bond is not subject to prepayment. The City shall make all principal and interest payments on the Bonds at the times and in the amounts specified herein. Any payment by the City to the Lender shall be applied first to pay accrued interest, and second to pay the applicable Bond principal. The City will use proceeds of the Bonds for the purposes provided for in the Bond Ordinance. The City will pay all costs and expenses incurred by it in connection with the issuance and sale of the Bonds. I 2.2 Security. (a) Pursuant to the Bond Ordinance, the Bonds are being issued by the City as limited tax general obligation bonds. The City has covenanted and agreed irrevocably that the annual tax provided for herein to be levied for the payment of such principal and interest shall be within and as a part of the tax levy permitted to cities without a vote of the people, and that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bonds when due. (b) No later than the date each payment of principal of or interest on the Bonds becomes due, the City shall transmit sufficient funds, from the Debt Service Fund or from other legally available sources, to the Lender for the payment of such principal or interest. (c) The Bonds do not constitute a debt or indebtedness of King County, the State of Washington or any other political subdivision thereof other than the City. ARTICLE III CONDITIONS PRECEDENT As conditions precedent to the obligation of the Lender to acquire the Bonds from the City, the City shall provide to the Lender on or prior to the Closing Date: 3.1 The approving legal opinions of Pacifica Law Group LLP, addressed to the City and the Lender, dated as of the Closing Date, in forms and substance satisfactory to the Lender; 3.2 A copy of the Bond Ordinance, certified by an appropriate official of the City as having been duly enacted by the City and as being in full force and effect on the Closing Date; 3.3 A copy of this Loan Commitment, executed by the City and the Lender; 3.4 The executed Bonds; and 3.5 Such additional legal opinions, certificates, proceedings, instruments and other documents as the Lender and its counsel may reasonably request. ARTICLE IV REPRESENTATIONS AND WARRANTIES The City represents and warrants as of the date hereof and the date of any advance hereunder that: 4.1 The City is a duly created and existing municipal corporation under the constitution and laws of the State. 5 4.2 The Bond Ordinance has been duly enacted by the Council, has not been amended, modified, rescinded or superseded and is a legal, valid and binding obligation of the City. The City is not in breach of or in default under the Bond Ordinance. 4.3 The City has full legal right, power and authority to enter into and to perform, and has duly authorized the execution and delivery of this Loan Commitment. When executed and delivered, this Loan Commitment will be a legal, valid and binding obligation of the City. 4.4 The City is duly authorized and has full legal right, power and authority to issue, sell and deliver the Bonds to be acquired by the Lender and, when issued and delivered, the Bonds will be legal, valid and binding obligations of the City. 4.5 The City is duly authorized and has full legal right, power and authority to undertake the transactions contemplated by the Bond Ordinance and this Loan Commitment. 4.6 There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental body pending or, to the best of the knowledge of the City, threatened against the City to restrain or enjoin the acceptance of this Loan Commitment, the passage of the Bond Ordinance or the execution and delivery of the Bonds, or the collection and application of the funds as contemplated by the Bond Ordinance and this Loan Commitment, that, in the reasonable judgment of the City, would have a material and adverse effect on the ability of the City to pay the amounts due under this Loan Commitment and the Bonds. 4.7 The acceptance of this Loan Commitment, the enactment of the Bond Ordinance, and the execution and delivery of the Bonds will not conflict in any material respect with, or constitute a material breach of or default under, any law, court decree, administrative regulation, ordinance or other agreement to which the City is a party or by which it is bound. ARTICLE V COVENANTS So long as the Bonds are outstanding, the City covenants and agrees with the Lender as follows: 5.1 Bond Ordinance Compliance. The City will comply in all respects with all provisions of the Bond Ordinance, which provisions are hereby incorporated into this Loan Commitment by reference as if such provisions were fully set forth herein. The City will comply in all respects with the provisions of all tax certificates and agreements executed and delivered by the City in connection with the 2021A Bond. The City will not amend or supplement the Bonds or the Bond Ordinance without the prior written consent of the Lender. 5.2 No Registration. The City agrees that it will not (a) cause the Bonds to be registered under the Securities Act of 1933 or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state; (b) apply for or obtain CUSIP numbers for the Bonds (unless a CUSIP is required by Rule G-34 of the Municipal Securities Rulemaking Board, as amended); (c) cause the Bonds to be registered in book entry form; (d) cause the Bonds to be rated by any rating agency; or (e) list the Bonds on any stock or other securities exchange. 5.3 Financial Statements. So long as the Bonds are outstanding, the City agrees to provide the Lender the following, upon request by the Lender: (a) Upon written request, as soon as available, the City shall provide the Registered Owner with a copy of its audited financial statements (the "Audit"), which may be in electronic .pdf format. In the event the Audit is filed on the MSRB's "EMMA" website, to satisfy this requirement the City may email a link to the posted Audit to the Registered Owner. So long as the Lender is the Registered Owner of the Bond, the electronic Audit or EMMA link may be sent to the following email address (or such other address as the Lender supplies to the City in writing): Yvonne2.foley@capitalone.com (Yvonne Foley). In the event that the Audit is not available when requested, the City will furnish unaudited financial statements to the Registered Owner in the manner described in this paragraph, and will then supply the Audit immediately upon the availability thereof, and (b) such other financial information of the City as the Lender may from time to time reasonably request. 5.4 Nature of Sale; Acknowledgement. City acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the City and the Lender, (ii) in connection with such transaction, the Lender and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the City, (iii) the Lender and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Lender and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Lender, or any affiliate of the Lender, has provided other services or advised, or is currently providing other services or advising the City on other matters), (v) the Lender and its affiliates have financial and other interests that differ from those of the City, and (vi) the City has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. 5.5 City's Notice Filings Related to the Bonds for SEC Rule 15(c)2-12. In connection with the City's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the City on and after February 27, 2019, pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the Lender acknowledges that the City may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor (`EMMA"), notice that the City has incurred obligations hereunder and notice of certain subsequent events reflecting financial difficulties in connection with the Bonds. The City agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about the Lender or its affiliates: address and account information of the Lender or its affiliates, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Lender or its affiliates, unless otherwise required for compliance with the Rule or otherwise required by law. The City acknowledges that the Lender is not responsible for the 7 City's compliance or noncompliance with the Rule or any Continuing Disclosure Agreement. ARTICLE VI MISCELLANEOUS 6.1 Participants and Transferees. The Bonds shall be transferrable with the City's consent, or without the City's consent, either to (a) an affiliate of the Registered Owner or (b) banks, insurance companies or other financial institutions or their affiliates that complete a purchaser letter substantially in the form executed by the Lender in connection with the issuance of the Bonds and in a form satisfactory to Bond Counsel to the City. Nothing herein shall limit the ability of the Registered Owner or its assignees to sell or assign participation interest in the Bonds to one or more entities listed in (a) or (b) of the previous sentence. 6.2 Survival of This Loan Commitment. All covenants, agreements, representations and warranties made in this Loan Commitment shall survive the issuance of the Bonds and shall continue in full force and effect so long as any obligations shall remain outstanding with respect to the Bonds. Whenever in this Loan Commitment the Lender is referred to, such reference shall be deemed to include the successors and assigns of the Lender, and all covenants, promises and agreements by or on behalf of the City which are contained in this Loan Commitment shall inure to the benefit of such successors and assigns. The rights and duties of the City, however, may not be assigned or transferred, except with the prior written consent of the Lender, and all obligations of the City hereunder shall continue in full force and effect notwithstanding any assignment by the City of any of its rights or obligations under the Bonds, the Bond Ordinance or this Loan Commitment or any entering into, or consent by the City to, any supplement or amendment to the Bonds, the Bond Ordinance or this Loan Commitment. 6.3 Modification of This Loan Commitment. No amendment, modification or waiver of any provision of this Loan Commitment shall be effective unless the same shall be in writing and signed by the Lender and the City, and no consent to any departure by the City from its obligations under this Loan Commitment shall in any event be effective unless the same shall be in writing and signed by the Lender. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 6.4 Waiver of Rights by the Lender. No course of dealing or failure or delay on the part of the Lender in exercising any right, power or privilege under this Loan Commitment shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. The rights of the Lender under this Loan Commitment are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have. 8 6.5 Notices. All notices, requests, demands, directions and other communications under the provisions of this Loan Commitment will be in writing (including facsimile communication) unless otherwise expressly permitted hereunder and will be sent and deemed received as follows: (i) if by first class mail, five (5) days after mailing; (ii) if by overnight delivery, on the next business day; (iii) if by telephone, when given to a person who confirms such receipt; and (iv) if by facsimile or electronic transmission, when telephonic confirmation of receipt is obtained. All notices will be sent to the applicable party at the following address or in accordance with the last unrevoked written direction from such party to the other parties hereto: If to the Lender: Capital One Public Funding, LLC 1307 Walt Whitman Road, 3`d Floor Melville, New York 11747 Phone: (631) 531-2824 Attention: Jonathan Lewis Email: Jonathan.Lewis@capitalone.com If to the City, to: City of Tukwila 6200 Southcenter Blvd Tukwila, Washington Phone: (206) 433-1839 Attention: Finance Director Email: vicky.carlsen@tukwilawa.gov 6.6 Survival of Representations and Warranties. All representations and warranties of the City contained in this Loan Commitment shall survive delivery of this Loan Commitment and the transactions contemplated hereby. 6.7 Severability. In case any one or more of the provisions contained in this Loan Commitment should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 6.8 Governing Law. THIS LOAN COMMITMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE. O 6.9 Venue. The City agrees that any legal action or proceeding with respect to any of the obligations of the City under this Loan Commitment, the Bond Ordinance and the Bonds may be brought in any state court sitting in Seattle, Washington or in the United States City Court for the Western City of Washington. 6.10 Waiver of Jury Trial. To the extent permitted by applicable law, each of the parties waives any right to have a jury participate in resolving any dispute, whether sounding in Loan Commitment, tort, or otherwise between the parties arising out of, connected with, related to, or incidental to the relationship between any of them in connection with this Loan Commitment or the transactions contemplated hereby. Instead, any such dispute resolved in court will be resolved in a bench trial without a jury. 6.11 Headings. The table of contents and captions in this Loan Commitment are for convenience of reference only and shall not define or limit the provisions hereof. 6.12 Counterparts. This Loan Commitment may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one instrument, and shall become effective when copies hereof which, when taken together, bear the signatures of all of the parties hereto shall be delivered to the City and the Lender. 6.13 Washington Statutory Notice. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [signature page immediately follows] 10 IN WITNESS WHEREOF, the parties have executed this Loan Commitment as of the date first above written. CAPITAL ONE PUBLIC FUNDING, LLC By: Catherine DeLuca Vice President CITY OF TUKWILA, WASHINGTON Vicky Carlsen Finance Director [Signature Page to Loan Commitment] IN WITNESS WHEREOF, the parties have executed this Loan Commitment as of the date first above written. CAPITAL ONE PUBLIC FUNDING, LLC Catherine DeLuca Vice President CITY OF TUKWILA, WASHINGTON Vicky Carlsen Finance Director [Signature Page to Loan Commitment] EXHIBIT A COPY OF THE LENDER'S PROPOSAL (attached) A-1 F QlpiN Public Funding May 14, 2021 Vicky Carlsen vicky.carlsen(cr�,tukwilawa.gov Duncan Brown Steven Amano sea-advi sorsCa,pfm.com Subject: City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 (the "Loan") Dear Ms. Carlsen, Mr. Brown and Mr. Amano: This term sheet is presented in response to that certain RFP dated April 26, 2021 ("RFP") that you have presented to Capital One Public Funding, LLC ("COPF"). All terms, provisions and covenants set forth in the RFP are incorporated herein except as described below. We are very interested in working with City of Tukwila, Washington, ("Borrower") in connection with the above-described potential Loan transaction and are pleased to present the following summary terms: Structure Directly purchased Limited Tax General Obligation and Refunding Bonds 2021. Security Limited tax, full faith and credit general obligation pledge ofthe Borrower. Provisions / Repayment Sources Par $2,880,000 $1,065,000 $2,785,000 Component 1 Component 2 Component 3 Use of Proceeds Capital improvements. Refunding 2011 Bonds. Refunding 2014 Bonds. Fixed Interest 1.70% Tax-exempt 1.15% Option A Taxable 2.70% Taxable Rate 0.89% Option B Tax-exempt Payment Payments of principal due annually Payments of principal due annually Payments of principal due annually Assumptions and interest due semi-annually, and interest due semi-annually, and interest due semi-annually; approximate average life of 6.0 approximate average life of 1.8 approximate average life of 7.7 years; final maturity 12/01/31. The years; final maturity 12/01/23. The years; final maturity 12/01/34. The Loan will be payable in Loan will be payable in Loan will be payable in installments on the dates and in the installments on the dates and in the installments on the dates and in the amounts set forth on the payment amounts set forth on the payment amounts set forth on the payment schedule identifying payment schedule identifying payment dates, schedule identifying payment dates, dates, principal, interest and total principal, interest and total principal, interest and total payment due, which shall be payment due, which shall be payment due, which shall be attached to the bond. attached to the bond. attached to the bond. Call Provisions No call until 12/01/26, then in Noncallable No call until 12/01/28, then in whole at par on any interest whole at par on any interest payment date. payment date. Interest Rate Assumptions Capita, Ione nding The above -quoted interest rates are based upon the assumptions set forth above regarding average life and final maturity. Any changes from the assumptions may require an adjustment to the quoted rates. The rates may also be subject to change if the contemplated Loan is not closed by June 8, 2021 or September 2, 2021 for Option 2B. Documentation Loan documentation shall be prepared by qualified bond counsel subject to review by COPF and its counsel. Borrower shall provide, at its expense, an opinion of legal counsel (acceptable to COPF) attesting to the legal, valid, and binding nature of the transaction and the tax-exempt nature of the interest component of the Loan payments for Components 1 and 2B. Upon selection of COPF, the Borrower shall provide COPF the draft authorizing document for its review and comment. Costs of Issuance The Borrower shall be responsible for normal borrower costs of issuance including a financial advisor, placement agent and bond counsel. No fees will be due to COPF, which shall be responsible for the costs of its own legal review. Direct Purchase The Loan shall be directly funded/purchased by (and registered in the name of) COPF and delivered in physical, non -book -entry, certificated form. The Loan shall not be (i) assigned a separate rating by any rating agency; (ii) registered with the Depository Trust Company or any other securities depository; (iii) issued pursuant to any type of official statement, private placement memorandum or other offering document; or (iv) assigned a CUSIP number. Audited Financial Statements Upon request, as soon as available, the Borrower shall send COPF a copy of its audited financial statements as of the end of the fiscal year. Municipal Advisor Rules As noted, this term sheet is submitted in response to your Request for Proposals dated April 26, 2021. The contents of this Term Sheet and any subsequent discussions between us, including any and all information, recommendations, opinions, indicative pricing, quotations and analysis with respect to the Loan, are provided to you in reliance upon the exemption provided for responses to requests for proposals or qualifications under the municipal advisor rules of the Securities and Exchange Commission (Rule 15Ba1-1 et seq.). Role of Capital One Public Funding, LLC The Borrower acknowledges and agrees that: (i) the information contained in this term sheet is for discussion purposes only and sets forth certain proposed terms and conditions of an arm's-length commercial transaction between the Borrower and COPF and does not constitute advice, an opinion or a recommendation by COPF; (ii) the Borrower will make its own determination regarding whether to enter into the proposed transaction and the terms thereof, and will consult with and rely on the advice of its own financial, accounting, tax, legal and other advisors; (iii) COPF is acting solely for its own account in connection with the proposed transaction, and is not acting as a municipal advisor, financial advisor, agent or fiduciary to the Borrower or any other person or entity (including to any financial advisor or placement agent engaged by the Borrower) and the Borrower, its financial advisor and placement agent are free to retain the services of such advisors (including as it relates to structure, timing, terms and similar matters and compliance with legal requirements applicable to such parties) as it deems necessary or appropriate; (iv) COPF has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Borrower with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto; (v) neither COPF nor any of its affiliates is acting as a broker, dealer, underwriter or placement agent with respect the transactions contemplated hereby; (vi) the only obligations COPF has to the Borrower with respect to the transaction contemplated hereby expressly are set forth in City of Tukwila, Washington May 14, 2021 Limited Tax General Obligation and Refunding Bonds, 2021 Page 2 Capitan,- Public Funding this term sheet; and (vii) COPF is not recommending that the Borrower take an action with respect to the transaction contemplated by this term sheet. Before taking any action with respect to the Loan, the Borrower should discuss the information contained herein with the Borrower's own legal, accounting, tax, financial and other advisors, as it deems appropriate. If the Borrower would like a municipal advisor in this transaction that has legal fiduciary duties to it, Borrower is free to engage a municipal advisor to serve in that capacity. Other Information To the extent that updated financial and other credit materials have not already been provided to COPF or are not available through public resources, COPF may require and request the following: audited and unaudited financial statements; budgets; information on outstanding bond issues, lease transactions, and contingent/material liabilities; tax base details; and other reasonable and customary information relevant to the Borrower's credit quality and the source of repayment. Confidentiality The information contained herein is strictly confidential and is intended for review by the parties, their advisors and legal counsel only and may not be disclosed to any other person or entity, except as required by law or otherwise consented to by COPE Forward Provisions Component 2 Option B From the date hereof to the closing date, there shall not have occurred any (i) material adverse change in the financial condition or general affairs of the Borrower, (ii) event, court decision, proposed law or rule or any pronouncement of the Internal Revenue Service that may have the effect of changing the federal income tax nature of the contemplated Loan (iii) international or national crisis or banking moratorium materially affecting, in the reasonable opinion of COPF, the market value of the Loan or (iv) new restrictions on the extension of credit by banks or other lending institutions by any federal or state agency. Receipt of a closing certificate of the Borrower in form and substance satisfactory to COPF, in which the Borrower shall (i) represent and warrant as of the closing date that all financial statements and other information delivered to COPF relating to the Borrower are correct and complete and that no material adverse changes have occurred since the date of this term sheet, (ii) since the last audit date the Borrower has not entered into direct or contingent bond debt, lease, or loan obligations (or list the debt entered into since last audit date), and (iii) represent, warrant and covenant that neither the authorization, execution and delivery of the Loan, nor compliance with the provisions thereof by the Borrower, conflicts in any material respect with or will result in a material breach of any of the terms, conditions or provisions of any resolution or of any agreement, instrument, statute, regulation, court order or decree to which the Borrower is a party or by which it or any of its property is bound, or constitutes a material default under any of the foregoing. Closing Closing is anticipated to take place on June 8, 2021 and September 2, 2021 for Option 2B. This is not a commitment, rather, the funding of the Loan will occur only after, among other things, COPF, the Borrower, and their respective counsels are fully satisfied with the terms of the Loan documents and all of the terms and conditions contained herein and in the Loan documents have been met. Term Sheet Expiration This term sheet shall expire if not accepted by the Borrower by May 21, 2021. Once accepted, this Term Sheet shall expire if the transaction has not closed by June 8, 2021 or September 2, 2021 for Option 213, unless extended by COPF at its sole discretion. Subject to Final Credit Approval City of Tukwila, Washington May 14, 2021 Limited Tax General Obligation and Refunding Bonds, 2021 Page 3 capita - Public Funding Specifically, but without limitation, this Term Sheet has not yet received all necessary internal and committee approvals of COPF. Any obligation of COPF to provide financing or otherwise shall arise only upon the execution of final Loan documents signed by authorized signatories of COPF and not from statements (oral or written) made during the course of discussions among the parties (whether or not prior to or after the date hereof). Should the above -stated terms be acceptable to you, formal approval through. COPF's internal credit process will be pursued as quickly as possible. Thank you for the opportunity to offer this term sheet. Should you have any questions, please do not hesitate to contact me at 505.503.7629 orjeffrey.sharp@capitalone.com. Sincerely, Jeffrey D. Sharp Senior Vice President, Director of Business Development Capital One Public Funding, LLC cc: Jonathan Lewis, Capital One Public Funding, LLC Brenda Barnes, Capital One Public Funding, LLC ACCEPTED BY: City of Tukwila, Washington B Nal I rNci- et. c,2_0�! Title City of Tukwila, Washington May 14, 2021 Limited Tax General Obligation and Refunding Bonds, 2021 Page 4 EXHIBIT B PAYMENT SCHEDULES 2021A Bond. Interest payments on the 2021A Bond will be due semiannually on December 1 and June 1, beginning December 1, 2021 through maturity. Principal payments on the 2021A Bond will be due annually on December 1, beginning December 1, 2022 through the 2021A Maturity Date, subject to prior prepayment. See the amortization schedule attached to the 2021A Bond. 2021B Bond. Interest payments on the 2021B Bond will be due semiannually on December 1 and June 1, beginning December 1, 2021 through maturity. Principal payments on the 2021B Bond will be due annually on December 1, beginning December 1, 2022 through the 2021B Maturity Date, subject to prior prepayment. See the amortization schedule attached to the 2021B Bond. 2021C Bond. Interest payments on the 2021C Bond will be due semiannually on December 1 and June 1, beginning December 1, 2021 through maturity. Principal payments on the 2021C Bond will be due annually on December 1, beginning December 1, 2022 through the 2021C Maturity Date. See the amortization schedule attached to the 2021 C Bond. 1:131 Cl*ty of T Washington Ordinance No. "A-3 61 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $5,000,000 PAR VALUE OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2011, TO PROVIDE THE FUNDS WITH WHICH TO CARRY OUT AN ADVANCE REFUNDING OF THE CALLABLE PORTION OF THE SHARE OF THE CITY'S LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2003A ALLOCATED TO STREET IMPROVEMENTS, AND TO PAY THE ADMINISTRATIVE COSTS OF THE REFUNDING AND THE COSTS OF ISSUANCE AND SALE OF THE BONDS; PROVIDING FOR AND AUTHORIZING THE PURCHASE OF CERTAIN OBLIGATIONS OUT OF THE PROCEEDS OF THE SALE OF THE BONDS HEREIN AUTHORIZED AND FOR THE USE AND APPLICATION OF THE MONEY DERIVED FROM THOSE INVESTMENTS; AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH U.S. BANK NATIONAL ASSOCIATION, AS REFUNDING TRUSTEE; PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE OUTSTANDING BONDS TO BE REFUNDED; FIXING CERTAIN TERMS AND COVENANTS OF THE BONDS; APPOINTING THE FINANCE DIRECTOR AS THE CITY'S DESIGNATED REPRESENTATIVE TO APPROVE THE FINAL TERMS OF THE SALE AND ISSUANCE OF THE BONDS; PROVIDING FOR SEVERABILITY; ESTABLISHING AN EFFECTIVE DATE; AND PROVIDING FOR RELATED MATTERS. WHEREAS, pursuant to Ordinance No. 2027, the City heretofore issued the 2003A Bonds (defined below), and by that ordinance reserved the right to redeem the 2003A Bonds prior to their maturity on December 1, 2013, at a price of par plus accrued interest to the date fixed for redemption; and WHEREAS, there are presently outstanding $8,400,000 par value of 2003A Bonds, of which $4,605,000 mature on December 1 of each of the years 2014 through 2021, inclusive, and 2023, bear various interest rates from 3.95% to 4.65%, and are entirely allocable to street improvements (the "Refunded Bonds"); and W- Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 1 of 19 WHEREAS, after due consideration, it appears to the City Council that the Refunded Bonds may be refunded by the issuance and sale of the limited tax general obligation refunding bonds authorized herein (the "Bonds") so that a substantial savings will be effected by the difference between the principal and interest cost over the life of the Bonds and the principal and interest cost over the life of the Refunded Bonds but for such refunding, which refunding will be effected by carrying out the Refunding Plan; and WHEREAS, to effect that refunding in the manner that will be most advantageous to the City it is found necessary and advisable that certain Acquired Obligations (defined below) bearing interest and maturing at such time or times as necessary to accomplish the refunding as aforesaid be purchased out of a portion of the proceeds of the Bonds and other money of the City, if necessary; and WHEREAS, the City Council deems it to be in the best interests of the City to issue and sell the Bonds to pay the cost of carrying out the Refunding Plan (defined below); WHEREAS, RCW 39.46.040(2) provides that an ordinance authorizing the issuance of bonds may authorize an officer of the City to serve as the City's designated representative and to accept, on behalf of the City, an offer to purchase those bonds so long as the acceptance of such offer is consistent with the terms established by an ordinance that establishes, or sets parameters with respect to, the following final terms: the amount, date or dates, denominations, interest rate or rates (or mechanism for determining interest rate or rates); payment dates, final maturity, redemption rights, price, minimum savings for refunding bonds (if the refunding bonds are issued for savings purposes), and any other terms and conditions deemed appropriate by the City Council. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Definitions. As used in this ordinance, the following words shall have the following meanings: A. "Acquired Obligations" means those United States Treasury Certificates of Indebtedness, Notes, and Bonds --State and Local Government Series and other direct, noncallable obligations of the United States of America purchased to accomplish the refunding of the Refunded Bonds as authorized by this ordinance. B. "Authorized Denomination" means $5,000 or any integral multiple thereof within a maturity. C. "Beneficial Owner" means the owner of any beneficial interests in the Bonds. D. "Bond Counsel" means Foster Pepper PLLC or any other nationally recognized bond counsel firm then representing the City. E. "Bond Fund" means the Limited Tax General Obligation Refunding Bond Fund, 2011, created by this ordinance for the payment of the Bonds. W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 2 of 19 F. "Bond Purchase Contract" means a purchase contract presented to the City by the Underwriter offering to purchase the Bonds under the terms and conditions provided therein. G. "Bond Register" means the books or records maintained by the Bond Registrar for the purpose of identifying ownership of the Bonds. H. "Bond Registrar" means the Fiscal Agent. I. "2003A Bonds" means the City's $9,850,000 par value Limited Tax General Obligation Bonds, Series 2003A, issued for the purpose of providing funds with which to reimburse itself for a part of the cost of transferring certain property between the City and King County, to pay or reimburse itself for a part of the cost of making various arterial street improvements, to redeem the City's outstanding Limited Tax General Obligation Bond Anticipation Note, 2000 (Foster Golf Course), and to pay the costs of issuance of the 2003A Bonds. J. "Bonds" means the not to exceed $5,000,000 par value Limited Tax General Obligation Refunding Bonds, 2011, of the City issued pursuant to and for the purposes provided in this ordinance. K. "City" means the City of Tukwila, Washington, a municipal corporation duly organized and existing under the laws of the State. L. "City Council" means the governing body of the City, acting in its legislative capacity. M. "Closing Date" means the date on which the Bonds are delivered to the Underwriter upon payment in full therefor. N. "Code" means the United States Internal Revenue Code of 1986, as amended, and applicable rules and regulations promulgated thereunder. O. "Designated Representative" means the Finance Director, as appointed in Section 4 of this ordinance to serve as the City's designated representative in accordance with RCW 39.46.040(2) for purposes of accepting, on behalf of the City, an offer to purchase the Bonds on terms consistent with this ordinance and the parameters set forth herein. P. "DTC" means The Depository Trust Company, New York, New York. Q. "Final Terms" means the terms and conditions for the sale of the Bonds including, but not limited to the amount, date or dates, denominations, interest rate or rates (or mechanism for determining interest rate or rates), payment dates, final maturity, redemption rights, price, and minimum savings for refunding bonds (if the refunding bonds are issued for savings purposes). R. "Finance Director" means the Finance Director of the City or the successor officer, including without limitation any person acting in the capacity of the City's Finance Director. W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 3 of 19 S. "Fiscal Agent" means the fiscal agent of the State, as the same may be designated by the State from time to time. T. "Letter of Representations" means the Blanket Issuer Letter of Representations dated October 18, 1999, between the City and DTC, as it may be amended from time to time. U. "MSRB" means the Municipal Securities Rulemaking Board. V. "Owners" means, without distinction, the Registered Owner(s) and the Beneficial Owner(s). W. "Refunded Bond Ordinance" means Ordinance No. 2027 passed by the City Council on September 8, 2003 authorizing the issuance of the 2003A Bonds. X. "Refunded Bonds" means the $4,605,000 street improvements portion of the outstanding 2003A Bonds of the City maturing in the years 2014 through 2021, inclusive, and in 2023, issued pursuant to the Refunded Bond Ordinance, the refunding of which has been provided for by this ordinance. Y. "Refunding Plan" means: 1. the placement of sufficient proceeds of the Bonds which, with other money of the City, if necessary, will acquire the Acquired Obligations to be deposited, with cash, if necessary, with the Refunding Trustee; 2. the application of the principal of and interest on the Acquired Obligations (and any other cash balance) to the payment of interest on the Refunded Bonds when due up to and including December 1, 2013, and the call, payment, and redemption of the Refunded Bonds on December 1, 2013 at a price of par; and 3. the payment of the costs of issuing the Bonds and the costs of carrying out the foregoing elements of the Refunding Plan. Z. "Refunding Trust Agreement" means a refunding trust agreement between the City and the Refunding Trustee dated as of the Closing Date, that provides for the carrying out of the Refunding Plan. AA. "Refunding Trustee" means U.S. Bank National Association of Seattle, Washington, serving as refunding trustee or any successor thereto. BB. "Registered Owner" means the person in whose name a Bond is registered on the Bond Register. For so long as the City utilizes the book—entry system for the Bonds under the Letter of Representations, Registered Owner shall mean DTC. CC. "Registration Ordinance" means City Ordinance No. 1338 establishing a system of registration for the City's bonds and other obligations. DD. "Rule 15c2-12" means Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934, as amended. EE. "SEC" means the United States Securities and Exchange Commission. W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 4 of 19 FF. "State" means the State of Washington. GG. "Term Bonds" means those Bonds designated as such, with the maturity date or dates identified in the maturing in the Bond Purchase Contract. HH. "Undertaking" means the undertaking to provide continuing disclosure set forth in 15 of this ordinance. II. "Underwriter" means Seattle -Northwest Securities Corporation of Seattle, Washington. Section 2. Debt Capacity. The assessed valuation of the taxable property within the City as ascertained by the last preceding assessment for City purposes for the calendar year 2011 is $4,775,732,512. 1. The City has outstanding general indebtedness as follows: a. Limited tax general obligation bonds and leases outstanding in the principal amount of $23,386,800 (excluding the Refunded Bonds), which is incurred within the limit of up to 1 Y2% of the value of the taxable property within the City permitted for general municipal purposes. b. No unlimited tax general obligation bonds for capital purposes only. 2. The amount of indebtedness authorized by this ordinance is an amount not to exceed $5,000,000 and is issued within the limitation permitted for general municipal purposes without a vote. Section 3. Purpose and Authorization of Bonds. In order to achieve a cost savings for the City, the City Council finds it to be in the best interest of the City to authorize the issuance and sale of the Bonds for the purposes described below. The City shall borrow money on the credit of the City and issue negotiable limited tax general obligation refunding bonds evidencing that indebtedness in the amount of not to exceed $5,000,000 to finance the cost of the Refunding Plan and to pay the costs of issuance and sale of the Bonds. Section 4. Description of Bonds; Appointment of Designated Representative. The Finance Director is appointed as the City's Designated Representative and is authorized to approve the Final Terms of the Bonds, within the following parameters: A. Amount. The Bonds shall not exceed the aggregate principal amount of $5,000,000. The principal amount of the Bonds (i) may exceed the principal amount of the Refunded Bonds being refunded by an amount deemed reasonably required to effect such refunding, or (ii) may be less than or the same as the principal amount of the Refunded Bonds, so long as provision is duly and sufficiently made for the retirement or redemption of those Refunded Bonds. B. Date or Dates. The Bonds shall be dated as of the Closing Date, which date may not be later than December 31, 2011. W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 5 of 19 C. Denominations, Designation, etc. The Bonds shall be issued in Authorized Denominations and shall be numbered separately in the manner and bear any name and additional designation as deemed necessary or appropriate by the Designated Representative. D. Interest Rate(s). The Bonds shall bear interest at fixed rates per annum (computed on the basis of a 360 -day year of twelve 30 -day months) from their date or from the most recent interest payment date for which interest has been paid or duly provided for, whichever is later. One or more rates of interest may be fixed for the Bonds, which rate or rates must be in multiples of 1/8th or 1/20th of 1%, or both. The "all -in" true interest cost to the City for the Bonds may not exceed 3.00%. E. Payment Dates. Interest must be payable at fixed rates semiannually (on each June 1 and December 1, or such other semiannual dates as are selected by the Designated Representative), commencing on the next such semiannual date following the issuance of the Bonds. Principal must be payable annually (on each December 1, or such other annual date as is selected by the Designated Representative) commencing no earlier than the next such annual date following the issuance of the Bonds. F. Final Maturity. The Bonds shall not extend over a longer period of time than the Refunded Bonds. G. Redemption Rights. The Bonds shall be subject to optional and mandatory redemption provisions, including designation of Term Bonds, if any, as set forth in Section 8. H. Purchase Price. The purchase price for the Bonds may not be less than 95% or more than 115% of the par value of the Bonds. I. Minimum Savings for Refunding Bonds. The Bonds much achieve a minimum net present value savings of 3.00% over the scheduled principal and interest of the Refunded Bonds, giving consideration to the fixed maturities of the Bonds and the Refunded Bonds, the costs of issuance of the Bonds, and the known earned income from the investment of Bond proceeds in the Acquired Obligations, pending redemption of the Refunded Bonds. J. Other Terms and Conditions. 1. The Designated Representative may determine that it is in the City's best interest to provide for bond insurance or other credit enhancement, and may accept, on behalf of the City, such additional terms, conditions, and covenants as may be required by the bond insurer, if consistent with the provisions of this ordinance. 2. The Designated Representative is also authorized to take such additional action as may be necessary or convenient for the refunding of the Refunded Bonds and for the issuance of the Bonds pursuant to the terms of this ordinance. W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 6 of 19 Section 5. Bond Registrar; Registration and Transfer of Bonds. A. Registration of Bonds. The Bonds shall be issued only in registered form as to both principal and interest and shall be recorded on the Bond Register. B. Bond Registrar. The Bond Registrar shall keep, or cause to be kept, sufficient books for the registration and transfer of the Bonds, which shall be open to inspection by the City at all times. The Bond Register shall contain the name and mailing address of the Registered Owner of each Bond and the principal amount and number of each of the Bonds held by each Registered Owner. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds and this ordinance, to serve as the City's paying agent for the Bonds and to carry out all of the Bond Registrar's powers and duties under this ordinance and City's Registration Ordinance. The Bond Registrar shall be responsible for its representations contained in the Bond Registrar's Certificate of Authentication on the Bonds. The Bond Registrar may become either a Registered or Beneficial Owner of Bonds with the same rights it would have if it were not the Bond Registrar and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as members of, or in any other capacity with respect to, any committee formed to protect the rights of Beneficial Owners. C. Transfer and Exchange of Bonds. Bonds surrendered to the Bond Registrar may be exchanged for Bonds in any Authorized Denomination of an equal aggregate principal amount and of the same interest rate and maturity. Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. Any exchange or transfer shall be without cost to the owner or transferee. The Bond Registrar shall not be obligated to exchange or transfer any Bond during the 15 days preceding any principal payment or redemption date. D. DTC and the Book Entry System. The Bonds initially shall be registered in the name of Cede & Co., as the nominee of DTC. The Bonds so registered shall be held in fully immobilized form by DTC as depository in accordance with the provisions of the Letter of Representations. Neither the City nor the Bond Registrar shall have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Bonds regarding accuracy of any records maintained by DTC or DTC participants of any amount in respect of principal of or interest on the Bonds, or any notice which is permitted or required to be given to Registered Owners hereunder (except such notice as is required to be given by the Bond Registrar to DTC). For as long as any Bonds are held in fully immobilized form, DTC, its nominee or its successor depository shall be deemed to be the Registered Owner for all purposes hereunder and all references to registered owners, bondowners, bondholders or the like shall mean DTC or its nominee and, except for the purpose of the City's undertaking herein to provide continuing disclosure, shall not mean the Beneficial Owners. Registered ownership of such Bonds, or any portions thereof, may not thereafter be W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 7 of 19 transferred except: (i) to any successor of DTC or its nominee, if that successor shall be qualified under any applicable laws to provide the services proposed to be provided by it; (ii) to any substitute depository appointed by the City or such substitute depository's successor; or (iii) to any person if the Bonds are no longer held in immobilized form. Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository, or a determination by the City that it no longer wishes to continue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the City may appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. If (i) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained or (ii) the City determines that the Bonds are to be in certificated form, the ownership of Bonds may be transferred to any person as provided herein and the Bonds no longer shall be held in fully immobilized form. Section 6. Form and Execution of Bonds. The Bonds shall be prepared in a form consistent with the provisions of this ordinance and State law and shall be signed by the Mayor and City Clerk, either or both of whose signatures may be manual or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. Only Bonds bearing a Certificate of Authentication in the following form, manually signed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate Of Authentication. This Bond is one of the fully registered City of Tukwila, Washington, Limited Tax General Obligation Refunding Bonds, 2011, described in the Bond Ordinance." The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been duly executed, authenticated and delivered and is entitled to the benefits of this ordinance. If any officer whose manual or facsimile signature appears on the Bonds ceases to be an officer of the City authorized to sign bonds before the Bonds bearing his or her manual or facsimile signature are authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless may be authenticated, issued and delivered and, when authenticated, issued and delivered, shall be as binding on the City as though that person had continued to be an officer of the City authorized to sign bonds. Any Bond also may be signed on behalf of the City by any person who, on the actual date of signing of the Bond, is an officer of the City authorized to sign bonds, although he or she did not hold the required office on the date of issuance of the Bonds. Section 7. Payment of Bonds. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. For as long as the Bonds are registered in the name of DTC or its nominee, payment of principal of and interest on the Bonds shall be made in the manner set forth in the Letter of Representations. If the Bonds cease to be in book -entry -only form, interest on the Bonds shall be paid by W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 8 of 19 checks or drafts of the Bond Registrar mailed on the interest payment date to the Registered Owners at the addresses appearing on the Bond Register on the 15th day of the month preceding the interest payment date or by electronic transfer on the interest payment date. The City shall not be required to make electronic transfers except to a Registered Owner of Bonds pursuant to a request in writing (and at the sole expense of that Registered Owner) received at least 10 days before an interest payment date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the Registered Owners to the Bond Registrar. Section 8. Redemption Provisions and Open Market Purchase of Bonds. A. Optional Redemption. The Designated Representative may approve the designation of certain maturities of the Bonds as being subject to redemption at the option of the City prior to their respective maturities on the dates and at the prices set forth in the Bond Purchase Contract. The Designated Representative may also, in his or her discretion, approve the designation of certain maturities of the Bonds as not being subject to redemption prior to maturity. Notwithstanding the foregoing provisions of this ordinance, if the final maturity of the Bonds is more than 10 '/2 years after the Closing Date, the Bonds then outstanding shall be subject to optional redemption on at least one date that occurs less than 10'/2 years after the Closing Date. B. Term Bonds. The Designated Representative may approve the designation of certain maturities of the Bonds as Term Bonds, as set forth in the Bond Purchase Contract. The City shall redeem Term Bonds, if not previously redeemed under any optional redemption provisions or purchased and surrendered for cancellation under the provisions set forth below, at a price of par plus accrued interest on the annual redemption dates and in annual redemption amounts approved by the Designated Representative. If the City redeems under the optional redemption provisions, purchases in the open market or defeases Term Bonds, the par amount of the Term Bonds so redeemed, purchased or defeased (irrespective of their actual redemption or purchase prices) shall be credited against one or more scheduled mandatory redemption amounts for those Term Bonds. The City shall determine the manner in which the credit is to be allocated and shall notify the Bond Registrar in writing of its allocation prior to the earliest mandatory redemption date for that maturity of Term Bonds for which notice of redemption has not already been given. C. Partial Redemptions. Portions of the principal amount of any Bond, in any Authorized Denomination, may be redeemed. If less than all of the principal amount of any Bond is redeemed, upon surrender of that Bond to the Bond Registrar, there shall be issued to the Registered Owner, without charge, a new Bond (or Bonds, at the option of the Registered Owner) of the same maturity and interest rate in any Authorized Denomination in the aggregate principal amount remaining unredeemed. D. Selection of Bonds for Redemption. If fewer than all of the outstanding Bonds within a maturity are to be redeemed prior to maturity, selection of Bonds for redemption shall be randomly within a maturity in such manner as the Bond Registrar shall determine. Notwithstanding the foregoing, for as long as the Bonds are registered W: Word Processing%Ordinances12003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 9 of 19 in the name of DTC or its nominee, selection of Bonds for redemption shall be in accordance with the Letter of Representations. E. Notice of Redemption. While the Bonds are held by DTC in book -entry only form, any notice of redemption shall be given at the time, to the entity and in the manner required by DTC in accordance with the Letter of Representations, and the Bond Registrar shall not be required to give any other notice of redemption. If the Bonds cease to be in book -entry only form unless waived by any Registered Owner of the Bonds to be redeemed, the City shall cause notice of any intended redemption of Bonds to be given by the Bond Registrar not less than 20 nor more than 60 days prior to the date fixed for redemption by first-class mail, postage prepaid, to the Registered Owner of any Bond to be redeemed at the address appearing on the Bond Register at the time the Bond Registrar prepares the notice, and the requirements of this sentence shall be deemed to have been fulfilled when notice has been mailed as so provided, whether or not it is actually received by the Registered or Beneficial Owner of any Bond. In the case of an optional redemption, the notice may state that the City retains the right to rescind the redemption notice and the related optional redemption of Bonds by giving a notice of rescission to the affected Registered Owners at any time prior to the scheduled optional redemption date. Any notice of optional redemption that is so rescinded shall be of no effect, and the Bonds for which the notice of optional redemption has been rescinded shall remain outstanding. In addition, the redemption notice shall be mailed or sent electronically within the same period to the MSRB, consistent with the Undertaking, to any nationally recognized rating agency which at the time maintains a rating on the Bonds at the request of the City, and to such other persons and with such additional information as the Finance Director shall determine, but these additional mailings shall not be a condition precedent to the redemption of Bonds. F. Effect of Redemption. Interest on Bonds called for redemption shall cease to accrue on the date fixed for redemption, except in the case of a rescinded optional redemption as described above, or unless the Bond or Bonds called are not redeemed when presented pursuant to the call. G. Open Market Purchase. The City further reserves the right and option to purchase any or all of the Bonds in the open market at any time at any price acceptable to the City plus accrued interest to the date of purchase. H. Cancellation of Bonds. All Bonds purchased or redeemed under this section shall be canceled. Section 9. Failure To Redeem Bonds. If any Bond is not redeemed when properly presented at its maturity or date set for redemption, the City shall be obligated to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or date set for redemption until that Bond, both principal and interest, is paid in full or until sufficient money for its payment in full is on deposit in the Bond Fund and the Bond has been called for payment by giving notice of that call to the Registered Owner. W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 10 of 19 Section 10. Pledge of Taxes. For as long as any of the Bonds are outstanding, the City irrevocably pledges to include in its budget and levy taxes annually, within the constitutional and statutory tax limitations provided by law without a vote of the electors of the City, on all of the taxable property within the City in an amount sufficient, together with other money legally available and to be used therefor, to pay when due the principal of and interest on the Bonds. The full faith, credit and resources of the City are pledged irrevocably for the annual levy and collection of those taxes and the prompt payment of that principal and interest. Section 11. Refunding of the Refunded Bonds. A. Appointment of Refunding Trustee. U.S. Bank National Association of Seattle, Washington, is hereby appointed Refunding Trustee. B. Authorization for Refunding Trust Agreement. The Designated Representative and the Mayor are each independently authorized to execute and deliver to the Refunding Trustee a Refunding Trust Agreement, which sets forth duties, obligations and responsibilities of the Refunding Trustee in connection with the Refunding Plan, provisions for payment of the fees, compensation and expenses of such Refunding Trustee, and such other provisions as may be necessary so that the Bonds are in compliance with the requirements of federal law governing the exclusion of interest on the Bonds from gross income for federal income tax purposes. C. Use of Bond Proceeds. Proceeds from the sale of the Bonds in the amount sufficient to carrying out the Refunding Plan shall be deposited immediately upon the receipt thereof with the Refunding Trustee and used to discharge the obligations of the City relating to the Refunded Bonds under the Refunded Bond Ordinance by providing for the payment of the amounts required to be paid by the Refunding Plan. Such obligations shall be discharged fully by the Refunding Trustee's simultaneous purchase of Acquired Obligations, bearing such interest and maturing as to principal and interest in such amounts and at such times so as to provide, together with a beginning cash balance, if necessary, for the payment of the amounts required to be paid by the Refunding Plan. The Acquired Obligations shall be listed and more particularly described in the Refunding Trust Agreement, but are subject to substitution as set forth below. The Designated Representative is authorized and directed to approve the Acquired Obligations to be purchased. The Designated Representative also is authorized, in his or her discretion, to cause the City to transfer to the Refunding Trustee, for purposes of accomplishing the Refunding Plan, all or a portion of the money on deposit in the Bond Fund immediately preceding the Closing Date. Any Bond proceeds or other money deposited with the Refunding Trustee not needed to carry out the Refunding Plan shall be returned to the City as soon as reasonably practicable following the delivery of the Bonds to the Underwriter. Any Bond proceeds so returned to the City shall be deposited in the Bond Fund and used to pay interest on the Bonds on the first interest payment date. D. Substitution of Acquired Obligations. Prior to the purchase of any Acquired Obligations, the City reserves the right to substitute other noncallable, nonprepayable direct obligations of the United States of America ("Substitute Obligations") for any of W: Word Process i ng\Ord in ances\2003 Bond Refunding 11 -22 -2011 -final PM mrh Page 11 of 19 the Acquired Obligations and to use any savings created thereby for any lawful City purpose if, (i) in the opinion of Bond Counsel the interest on the Bonds and the Refunded Bonds will remain excluded from gross income for federal income tax purposes under Sections 103, 148 and 149(d) of the Code, and (ii) such substitution shall not impair the timely payment of the amounts required to be paid by the Refunding Plan, as verified by a nationally recognized independent certified public accounting firm. After the purchase of the Acquired Obligations by the Refunding Trustee, the City reserves the right to substitute therefor cash or Substitute Obligations subject to the conditions that such money or securities held by the Refunding Trustee shall be sufficient to carry out the Refunding Plan, that such substitution will not cause the Bonds or the Refunded Bonds to be arbitrage bonds within the meaning of Section 148 of the Code and regulations thereunder in effect on the date of such substitution and applicable to obligations issued on the Closing Date, and that the City obtain, at its expense: (i) a verification by a nationally recognized independent certified public accounting firm confirming that the payments of principal of and interest on the Substitute Obligations, if paid when due, and any other money held by the Refunding Trustee will be sufficient to carry out the Refunding Plan; and (ii) an opinion from Bond Counsel to the effect that the disposition and substitution or purchase of the Substitute Obligations, under the statutes, rules and regulations then in force and applicable to the Bonds, will not cause the interest on the Bonds or the Refunded Bonds to be included in gross income for federal income tax purposes and that such disposition and substitution or purchase is in compliance with the statutes and regulations applicable to the Bonds and the Refunded Bonds. Any surplus money resulting from the sale, transfer, other disposition or redemption of the Acquired Obligations and Substitute Obligations therefor shall be released from the Refunding Trustee and transferred to the City to be used for any lawful City purpose. E. Administration of Refunding Plan. The Refunding Trustee is authorized and directed to purchase the Acquired Obligations (or Substitute Obligations) and to make the payments required to be made by the Refunding Plan from the Acquired Obligations (or Substitute Obligations) and money deposited with the Refunding Trustee pursuant to this ordinance. All Acquired Obligations (or Substitute Obligations) and money deposited with the Refunding Trustee and any income therefrom shall be held irrevocably, invested and applied in accordance with the provisions of the Refunded Bond Ordinance, this ordinance, chapter 39.53 RCW and other applicable laws of the State and the Refunding Trust Agreement. All necessary and proper fees, compensation and expenses of the Refunding Trustee and all other costs of carrying out the Refunding Plan and issuing the Bonds, including bond printing, rating service fees, verification fees, Bond Counsel's fees and other related expenses, shall be paid out of the proceeds of the Bonds. F. Call for Redemption of Refunded Bonds. Effective upon the City's initial delivery of the Bonds to the Underwriter in exchange for the purchase price thereof, the City calls for redemption on December 1, 2013, all of the Refunded Bonds at the price of par plus accrued interest. Such call for redemption shall be irrevocable once it becomes effective. The date on which the Refunded Bonds are herein called for redemption is the first date on which those bonds may be called. The Refunding W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 12 of 19 Trustee is authorized and directed to give or cause to be given such notices as required, at the times and in the manner required, pursuant to the Refunded Bond Ordinance and the Refunding Trust Agreement in order to effect the redemption of the Refunded Bonds prior to their stated maturity dates. G. Additional Findings and Determinations with Respect to the Refunding. Prior to the execution of the Bond Purchase Agreement, the Designated Representative must determine, on behalf of the City, that the issuance, sale and delivery of the Bonds will effect a net present value savings to the City and its taxpayers of at least 3.00% as set forth in Section 4 hereof. The City Council finds and determines that such net present value savings is a substantial savings and that achieving such net present value savings by issuing the Bonds is in the best interest of the City. In making such finding and determination, the City Council has given consideration to the fixed maturities of the Bonds and the Refunded Bonds, the costs related to the issuance, sale and delivery of the Bonds and the known earned income from the investment of the proceeds of the issuance and sale of the Bonds used in the Refunding Plan pending payment and redemption of the Refunded Bonds. The City Council further finds and determines that the money to be deposited with the Refunding Trustee for the Refunded Bonds in accordance with this Section 11 will discharge and satisfy the obligations of the City under the Refunded Bond Ordinance with respect to the Refunded Bonds, and the pledges, charges, trusts, covenants and agreements of the City therein made or provided for as to the Refunded Bonds, and that the Refunded Bonds shall no longer be deemed to be outstanding under the Refunded Bond Ordinance immediately upon the deposit of such money with the Refunding Trustee. Section 12. Tax Covenants; Designation of Bonds as "Qualified Tax -Exempt Obligations." A. Preservation of Tax Exemption for Interest on Bonds. The City covenants that it will take all actions necessary to prevent interest on the Bonds from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit any use of proceeds of the Bonds or other funds of the City treated as proceeds of the Bonds at any time during the term of the Bonds which will cause interest on the Bonds to be included in gross income for federal income tax purposes. The City also covenants that it will, to the extent the arbitrage rebate requirements of Section 148 of the Code are applicable to the Bonds, take all actions necessary to comply (or to be treated as having complied) with those requirements in connection with the Bonds, including the calculation and payment of any penalties that the City has elected to pay as an alternative to calculating rebatable arbitrage, and the payment of any other penalties if required under Section 148 of the Code to prevent interest on the Bonds from being included in gross income for federal income tax purposes. The Designated Representative is authorized and directed to adopt and implement on behalf of the City procedures to facilitate compliance by the City with the covenants in this Section 12(A) and the applicable requirements of the Code that must be satisfied after the issue date to maintain the tax exemption for interest on the 2003A Bonds and the Bonds after the Closing Date. W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 13 of 19 B. Designation of Bonds as "Qualified Tax -Exempt Obligations." The City has determined and certifies that (i) the Bonds are not "private activity bonds" within the meaning of Section 141 of the Code; (ii) the reasonably anticipated amount of tax- exempt obligations (other than private activity bonds and other obligations not required to be included in such calculation) which the City and any entity subordinate to the City (including any entity that the City controls, that derives its authority to issue tax-exempt obligations from the City, or that issues tax-exempt obligations on behalf of the City) will issue during the calendar year in which the Bonds are issued will not exceed $10,000,000; and (iii) the amount of tax-exempt obligations, including the Bonds, designated by the City as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code during the calendar year in which the Bonds are issued does not exceed $10,000,000. The City designates the Bonds as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the Code. Section 13. Refunding or Defeasance of the Bonds. The City may issue refunding bonds pursuant to the laws of the State or use money available from any other lawful source to pay when due the principal of and interest on the Bonds, or any portion thereof included in a refunding or defeasance plan, and to redeem and retire, refund or defease all such then -outstanding Bonds (hereinafter collectively called the "defeased Bonds") and to pay the costs of the refunding or defeasance. If money and/or "government obligations" (as defined in chapter 39.53 RCW, as now or hereafter amended) maturing at a time or times and bearing interest in amounts (together with money, if necessary) sufficient to redeem and retire, refund or defease the defeased Bonds in accordance with their terms are set aside in a special trust fund or escrow account irrevocably pledged to that redemption, retirement or defeasance of defeased Bonds (hereinafter called the "trust account"), then all right and interest of the Owners of the defeased Bonds in the covenants of this ordinance and in the funds and accounts obligated to the payment of the defeased Bonds shall cease and become void. The Owners of defeased Bonds shall have the right to receive payment of the principal of and interest on the defeased Bonds from the trust account. The City shall include in the refunding or defeasance plan such provisions as the City deems necessary for the random selection of any defeased Bonds that constitute less than all of a particular maturity of the Bonds, for notice of the defeasance to be given to the owners of the defeased Bonds and to such other persons as the City shall determine, and for any required replacement of Bond certificates for defeased Bonds. The defeased Bonds shall be deemed no longer outstanding, and the City may apply any money in any other fund or account established for the payment or redemption of the defeased Bonds to any lawful purposes as it shall determine. If the Bonds are registered in the name of DTC or its nominee, notice of any defeasance of Bonds shall be given to DTC in the manner prescribed in the Letter of Representations for notices of redemption of Bonds. Section 14. Bond Fund and Deposit of Bond Proceeds. A. Bond Fund. The Bond Fund is hereby created and established in the office of the Finance Director as a special fund designated the Limited Tax General Obligation Refunding Bond Fund, 2011, for the purpose of paying principal of and interest on the W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 14 of 19 Bonds. All taxes and other amounts allocated to the payment of the principal of and interest on the Bonds shall be deposited in the Bond Fund. B. Deposit of Bond Proceeds. The principal proceeds and premium, if any, received from the sale and delivery of the Bonds shall be used to pay the costs of sale and issuance of the Bonds and deposited, invested and used in accordance with the Refunding Plan. Section 15. Undertaking to Provide Continuing Disclosure. To meet the requirements of paragraph (b)(5) of Rule 15c2-12, as applicable, to a participating underwriter for the Bonds, the City makes the following written Undertaking for the benefit of holders of the Bonds: A. Undertaking to Provide Annual Financial Information and Notice of Listed Events. The City undertakes to provide or cause to be provided, either directly or through a designated agent, to the MSRB, in an electronic format as prescribed by the MSRB, accompanied by identifying information as prescribed by the MSRB: (i) Annual financial information and operating data of the type included in the final official statement for the Bonds and described in subsection (B) of this section ("annual financial information"); (ii) Timely notice (not in excess of 10 business days after the occurrence of the event) of the occurrence of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701 — TEB) or other material notices or determinations with respect to the tax status of the Bonds; (7) modifications to rights of holders of the Bonds, if material; (8) bond calls (other than scheduled mandatory redemptions of Term Bonds), if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the City, as such "Bankruptcy Events" are defined in Rule 15c2-12; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. (iii) Timely notice of a failure by the City to provide required annual financial information on or before the date specified in subsection (B) of this section. B. Type of Annual Financial Information Undertaken to be Provided. The annual financial information that the City undertakes to provide in subsection (A) of this section: W: Word Processing\Ordinances12003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 15 of 19 (i) Shall consist of (1) annual financial statements prepared (except as noted in the financial statements) in accordance with generally accepted accounting principles applicable to State local governmental units such as the City, as such principles may be changed from time to time, which statements shall not be audited, except, however, that if and when audited financial statements are otherwise prepared and available to the City they will be provided; (2) outstanding general obligation bonds; (3) assessed valuation for the fiscal year; (4) regular property tax levy rate and regular property tax levy rate limit for the fiscal year; and (5) general fund revenues from other major tax sources; and (ii) Shall be provided not later than the last day of the ninth month after the end of each fiscal year of the City (currently, a fiscal year ending December 31), as such fiscal year may be changed as required or permitted by State law, commencing with the City's fiscal year ending December 31, 2012; and (iii) May be provided in a single or multiple documents, and may be incorporated by specific reference to documents available to the public on the Internet website of the MSRB or filed with the SEC. C. Amendment of Undertaking. The Undertaking is subject to amendment after the primary offering of the Bonds without the consent of any holder of any Bond, or of any broker, dealer, municipal securities dealer, participating underwriter, rating agency or the MSRB, under the circumstances and in the manner permitted by Rule 15c2-12. The City will give notice to the MSRB of the substance (or provide a copy) of any amendment to the Undertaking and a brief statement of the reasons for the amendment. If the amendment changes the type of annual financial information to be provided, the annual financial information containing the amended financial information will include a narrative explanation of the effect of that change on the type of information to be provided. D. Beneficiaries. The Undertaking evidenced by this section shall inure to the benefit of the City and any Beneficial Owner of Bonds, and shall not inure to the benefit of or create any rights in any other person. E. Termination of Undertaking. The City's obligations under this Undertaking shall terminate upon the legal defeasance of all of the Bonds. In addition, the City's obligations under this Undertaking shall terminate if those provisions of Rule 15c2-12 which require the City to comply with this Undertaking become legally inapplicable in respect of the Bonds for any reason, as confirmed by an opinion of nationally recognized bond counsel or other counsel familiar with federal securities laws delivered to the City, and the City provides timely notice of such termination to the MSRB. F. Remedy for Failure to Comply with Undertaking. As soon as practicable after the City learns of any failure to comply with the Undertaking, the City will proceed with due diligence to cause such noncompliance to be corrected. No failure by the City or other obligated person to comply with the Undertaking shall constitute a default in respect of the Bonds. The sole remedy of any Beneficial Owner of a Bond shall be to take such actions as that Beneficial Owner deems necessary, including seeking an W: Word Processing\Ordinances12003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 16 of 19 order of specific performance from an appropriate court, to compel the City or other obligated person to comply with the Undertaking. G. Designation of Official Responsible to Administer Undertaking. The Finance Director of the City (or such other officer of the City who may in the future perform the duties of that office) or his or her designee is authorized and directed in his or her discretion to take such further actions as may be necessary, appropriate or convenient to carry out the Undertaking of the City in respect of the Bonds set forth in this section and in accordance with Rule 15c2-12, including, without limitation, the following actions: (i) Preparing and filing the annual financial information undertaken to be provided; (ii) Determining whether any event specified in subsection (A) has occurred, assessing its materiality, where necessary, with respect to the Bonds, and preparing and disseminating any required notice of its occurrence; (iii) Determining whether any person other than the City is an "obligated person" within the meaning of Rule 15c2-12 with respect to the Bonds, and obtaining from such person an undertaking to provide any annual financial information and notice of listed events for that person in accordance with Rule 15c2-12; (iv) Selecting, engaging and compensating designated agents and consultants, including but not limited to financial advisors and legal counsel, to assist and advise the City in carrying out the Undertaking; and (v) Effecting any necessary amendment of the Undertaking. Section 16. General Authorization; Delivery of Bonds. The Designated Representative, the Mayor and other appropriate officers of the City are each authorized to do everything as in their judgment may be necessary, appropriate or desirable in order to carry out the terms and provisions of, and complete the transactions contemplated in connection with, this ordinance. The Bonds will be printed at City expense and will be delivered to the purchaser in accordance with the Bond Purchase Contract, with the approving legal opinion of Bond Counsel regarding the Bonds. Section 17. Official Statement. A. Preliminary Official Statement Under the Rule. The Designated Representative and the Mayor are each independently authorized to review and approve the information about the City contained in any preliminary official statement (the "Preliminary Official Statement") prepared in connection with the public offering and sale of Bonds to be sold to the public; and (for the sole purpose of aiding the Underwriter in its compliance with Section (b)(1) of the Rule, if applicable) "deem final" that Preliminary Official Statement as of its date, except for the omission of information permitted to be omitted by the Rule and approve or ratify the distribution of that Preliminary Official Statement to potential purchasers of the Bonds. W: Word Processing\Ord in ances\2003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 17 of 19 B. Approval of Official Statement. The Designated Representative and the Mayor are each independently authorized to review and approve distribution of a final official statement with respect to the Bonds to be sold to the public. The City agrees to cooperate with the Underwriter to deliver or cause to be delivered, within such period as may be required by applicable law, copies of the final official statement pertaining to the Bonds in sufficient quantity to comply with paragraph (b)(4) of the Rules and rules of the MSRB. Section 18. Supplemental Ordinances. The City Council from time to time and at any time may pass an ordinance or ordinances supplemental to this ordinance which supplemental ordinance or ordinances thereafter shall become a part of this ordinance, for any one or more of the following purposes: A. To add to the covenants and agreements of the City in this ordinance such other covenants and agreements thereafter to be observed, which shall not adversely affect the interests of the holders and Owners of the Bonds, or to surrender any right or power herein reserved to or conferred upon the City. B. To make such provisions for the purpose of curing any ambiguities or of curing, correcting or supplementing any defective provision contained in this ordinance in regard to matters or questions arising under such ordinances as the City Council may deem necessary or desirable and not inconsistent with such ordinances and which shall not materially adversely affect the interest of the holders and Owners of the Bonds. Section 19. General Authorization and Ratification. The Designated Representative, Mayor, City Administrator and other appropriate officers of the City are severally authorized and directed to take any actions and to execute documents as in their judgment may be necessary or desirable to carry out the terms of, and complete the transactions contemplated by, this ordinance and the Bond Purchase Contract (including everything necessary for the prompt delivery of the Bonds to the Underwriter and for the proper application, use and investment of the proceeds of the sale thereof), and all actions heretofore taken in furtherance thereof and not inconsistent with the terms of this ordinance are ratified and confirmed in all respects. Section 20. Severability. The provisions of this ordinance are declared to be separate and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any person or circumstance, such offending provision shall, if feasible, be deemed to be modified to be within the limits of enforceability or validity. However, if the offending provision cannot be so modified, it shall be null and void with respect to the particular person or circumstance, and all other provisions of this ordinance in all other respects, and the offending provision with respect to all other persons and all other circumstances, shall remain valid and enforceable. W: Word Processing\Ordinances\2003 Bond Refunding 11 -22 -2011 -final PM.mrh Page 18 of 19 Section 21. Effective Date of Ordinance. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this Tf } day of r' 0.,., be , 2011. ATTEST/AUTHENTICATED: LA4,9 EAh�2 Christy O'Flah rty, CMC, City Clerkv APPROVED A F BY: Shelley . Kersla , City rney J' aggert 701or Filed with the City Clerk: Passed by the City Council: Published: I - Effective Date: - / - Ordinance Number: W: Word Processing\Ordinances12003 Bond Refunding 11 -22 -2011 -final PM:mrh Page 19 of 19 City of Tukwila Public Notice of Ordinance Adoption for Ordinances 2360-2364. On December 5, 2011 the City Council of the City of Tukwila, Washington, adopted the following ordinances, the main points of which are summarized by title as follows: Ordinance 2360: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2319, WHICH ADOPTED THE CITY OF TUKWILA'S BIENNIAL BUDGET FOR THE 2011-2012 BIENNIUM, TO ADOPT AN AMENDED MID -BIENNIUM BUDGET; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2361: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSU .;VCE, SALE AND DELIVERY OF NOT TO EXCEED $5,000,000 PAR VALUE OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2011, TO PROVIDE THE FUNDS WITH WHICH TO CARRY OUT AN ADVANCE REFUNDING OF THE CALLABLE PORTION OF THE SHARE OF THE CITY'S LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2003A ALLOCATED TO STREET IMPROVEMENTS, AND TO PAY THE ADMINISTRATIVE COSTS OF THE REFUNDING AND THE COSTS OF ISSUANCE AND SALE OF THE BONDS; PROVIDING FOR AND AUTHORIZING THE PURCHASE OF CERTAIN OBLIGATIONS OUT OF THE PROCEEDS OF THE SALE OF THE BONDS HEREIN AUTHORIZED AND FOR THE USE AND APPLICATION OF THE MONEY DERIVED FROM THOSE INVESTMENTS, AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH U.S. BANK NATIONAL ASSOCIATION, AS REFUNDING TRUSTEE, PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE OUTSTANDING BONDS TO BE REFUNDED; FIXING CERTAIN TERMS AND COVENANTS OF THE BONDS; APPOINTING THE FINANCE DIRECTOR AS THE CITY'S DESIGNATED REPRESENTATIVE TO APPROVE THE FINAL TERMS OF THE SALE AND ISSUANCE OF THE BONDS; PROVIDING FOR SEVERABILITY; ESTABLISHING AN EFFECTIVE DATE; AND PROVIDING FOR RELATED MATTERS. Ordinance 2362: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, ESTABLISHING NEW REGULATIONS RELATED TO SOLICITING IN CERTAIN AREAS, TO BE CODIFIED IN TUKWILA MUNICIPAL CODE CHAPTER 8.29; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2363: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, REPEALING SECTION 2 OF ORDINANCE NO. 2323 RELATING TO THE PROHIBITION AGAINST SOCIAL CARD ROOMS AS A COMMERCIAL STIMULANT; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2364: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING AND PROVIDING FOR THE ACQUISITION OF INTERESTS IN LAND FOR THE PURPOSE OF COMPLETING THE TUKWILA TRANSIT CENTER PROJECT; PROVIDING FOR CONDEMNATION, APPROPRIATION, TAKING OF LAND AND PROPERTY RIGHTS NECESSARY THEREFORE; PROVIDING FOR PAYMENT THEREOF, AND DIRECTING THE INITIATION OF APPROPRIATE PROCEEDINGS IN THE MANNER PROVIDED BY LAW FOR SAID CONDEMNATION; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. The full text of these ordinances will be provided upon request. Christy O'Flaherty, CMC, City Clerk Published Seattle Times: December 8, 2011 City of Tukwila Washington Ordinance No. a if h� AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $3,850,000 AGGREGATE PRINCIPAL AMOUNT OF LIMITED TAX GENERAL OBLIGATION BONDS TO PROVIDE FUNDS TO CARRY OUT LAND ACQUISITION AND CAPITAL COSTS OF REDEVELOPMENT ACTIVITIES WITHIN THE CITY'S URBAN RENEWAL AREA, AND TO PAY THE COSTS OF ISSUANCE AND SALE OF THE BONDS; FIXING CERTAIN TERMS AND COVENANTS OF THE BONDS; AND PROVIDING FOR OTHER RELATED MATTERS; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Findings and Determinations. The City takes note of the following facts and makes the following findings and determinations: (a) Authority and Description of Project. The City has previously passed Ordinance No. 1898 designating an urban renewal area and finding that certain blighted property exists within that area requiring the exercise of community renewal powers under Chapter 35.81 RCW. The City is in need of funds to carry out those community renewal powers including, but not limited to, land acquisition, demolition, site preparation and other related redevelopment powers and costs incidental thereto. The City Council therefore finds that it is in the best interests of the City to issue the Bonds to finance the Project. (b) Plan of Financing. Pursuant to applicable law, including, without limitation, Chapters 35.37, 35.81, 35A.40, 39.36, 39.44 and 39.46 RCW, the City is authorized to issue general obligation bonds for the purpose of financing the Project. The total expected cost of the Project is approximately $6,100,000, which is expected to be made up of proceeds of the Bonds, loans, grants and other available money of the City. W: Word Processing\Ordinances\l_TGO Bonds-Zions Bank for Urban Renewal 11-19-14 Page 1 of 9 PM:bjs (c) Debt Capacity. The maximum amount of indebtedness authorized by this ordinance is $3,850,000. Based on the following facts, this amount is to be issued within the amount permitted to be issued by the City for general municipal purposes without a vote: (1) The assessed valuation of the taxable property within the City as ascertained by the last preceding assessment for City purposes for collection in the calendar year 2014 is $4,756,373,688. (2) As of November 1, 2014, the City has limited tax general obligation indebtedness, consisting of bonds, notes, leases and conditional sales contracts outstanding in the principal amount of $21,307,728, which is incurred within the limit of up to 1'h% of the value of the taxable property within the City permitted for general municipal purposes without a vote. (3) As of November 1, 2014, the City has no unlimited tax general obligation indebtedness for general municipal purposes; for City -owned water, artificial light, and sewers; and for acquiring or developing open space, park facilities, and capital facilities associated with economic development. (d) The Bonds. For the purpose of providing the funds necessary to carry out the Project and to pay the costs of issuance and sale of the Bonds, the City Council finds that it is in the best interests of the City and its taxpayers to issue and sell the Bonds to the Purchaser, pursuant to the terms set forth in the Bond Purchase Agreement consistent with this ordinance. Section 2. Definitions. As used in this ordinance, the following capitalized terms shall have the following meanings: (a) "Authorized Denomination" means $1,000 or any integral multiple thereof within a maturity. (b) "Bond' means each bond issued pursuant to and for the purposes provided in this ordinance. (c) "Bond Counsef' means the firm of Foster Pepper PLLC, its successor, or any other attorney or firm of attorneys selected by the City with a nationally recognized standing as bond counsel in the field of municipal finance. (d) "2014 Bond Account" means the Limited Tax General Obligation Bond Account, 2014, of the City created for the payment of the principal of and interest on the Bonds. (e) "Bond Purchase Agreement' means an offer to purchase the Bonds, setting forth certain terms and conditions of the issuance, sale and delivery of those Bonds, which offer the designated representative is authorized to accept if consistent with this ordinance. W: Word Processingl0rdinancesITGO Bonds-Zions Bank for Urban Renewal 11-19-14 PM:bjs Page 2 of 9 (f) "Bond Register" means the books or records maintained by the Bond Registrar for the purpose of identifying ownership of each Bond. (g) "Bond Registrar" means the Fiscal Agent, or any successor bond registrar selected by the City. (h) "City" means the City of Tukwila, Washington, a municipal corporation duly organized and existing under the laws of the State. (i) "City Council' means the legislative authority of the City, as duly and regularly constituted from time to time. 0) "Code" means the United States Internal Revenue Code of 1986, as amended, and applicable rules and regulations promulgated thereunder. (k) "Finance Directoe' means the Finance Director or such other officer of the City who succeeds to substantially all of the responsibilities of that office. (1) "Fiscal Agent' means the fiscal agent of the State, as the same may be designated by the State from time to time. (m) "Issue Date" means, with respect to a Bond, the date of initial issuance and delivery of that Bond to the Purchaser in exchange for the purchase price of that Bond. (n) "MSRB" means the Municipal Securities Rulemaking Board. (o) "Project" means capital expenditures relating to the exercise of community renewal powers under chapter 35.81 RCW within the urban renewal area designated by the City in Ordinance No. 1898, including but not limited to land acquisition, demolition, site preparation and other redevelopment activities, and any incidental costs associated with the foregoing, all as deemed necessary and advisable by the City Council. The term "land" includes all real property and all appurtenant improvements, structures and interests therein. (p) "Purchase" means Zions First National Bank of Salt Lake City, Utah. (q) "Record Date" means the Bond Registrar's close of business on the 15th day of the month preceding an interest payment date. With respect to redemption of a Bond prior to its maturity, the Record Date shall mean the Bond Registrar's close of business on the date on which the Bond Registrar sends the notice of redemption in accordance with Section 8. (r) "Registered Owner' means, with respect to a Bond, the person in whose name that Bond is registered on the Bond Register. (s) "State" means the State of Washington, W: Word Processing\OrdinancesITGO Bonds-Zions Bank for Urban Renewal 11-19-14 PM:bjs Page 3 of 9 (t) "System of Registration" means the system of registration for the City's bonds and other obligations set forth in Ordinance No. 1338 of the City. (u) "Term Bond' means each Bond designated as a Term Bond and subject to mandatory redemption in the years and amounts set forth in the Bond Purchase Agreement. (v) "Urban Renewal Project Fund' means the Facilities Fund 302 of the City created for the purpose of carrying out the Project. Section 3. Authorization and Description of Bonds. The City is authorized to borrow money on the credit of the City and issue negotiable limited tax general obligation bonds evidencing indebtedness in the aggregate principal amount of $3,850,000 to provide funds necessary to carry out the Project and to pay the costs of issuance and sale of the Bonds. The proceeds of the Bonds allocated to paying the cost of the Project shall be deposited as set forth in Section 7 of this ordinance and shall be used to carry out the Project, or a portion of the Project, in such order of time as the City determines is advisable and practicable. The Bonds shall be called the City of Tukwila, Washington, Limited Tax General Obligation Bonds, 2014 (Taxable), and shall be issued in the aggregate principal amount of $3,850,000. The Bonds shall be dated the Issue Date; shall be issued in Authorized Denominations; and shall be numbered separately in the manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification. The Bonds are serial and term in form and shall mature on the dates and in the principal amounts set forth in Exhibit A, which is attached to this ordinance and incorporated by this reference. The Bonds shall bear interest at the fixed rates per annum, which shall reset as set forth in Exhibit A, and are payable on the dates set forth in Exhibit A. Interest on the Bonds will be paid on each June 1 and December 1, beginning June 1, 2015. Interest will be computed on the basis of a 360 -day year consisting of twelve 30 -day months. Section 4. Bond Registrar; Registration and Transfer of Bonds. (a) Registration of Bonds. Each Bond shall be issued only in registered form as to both principal and interest and the ownership of each Bond shall be recorded on the Bond Register. The Bonds will be initially registered in the name of the Purchaser and will not be registered through a securities depository. (b) Bond Registrar; Duties. The Fiscal Agent is appointed as initial Bond Registrar. The Bond Registrar shall keep, or cause to be kept, sufficient books for the registration and transfer of the Bonds, which shall be open to inspection by the City at all times. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds and this ordinance, to serve as the City's paying agent for the Bonds and to carry out all of the Bond Registrar's powers and duties under this ordinance and the System of W: Word Processing\Ofdlnances\I-TGO Bonds-Zions Bank for Urban Renewal 11-19-14 PM:bjs Page 4 of 9 Registration. The Bond Registrar shall be responsible for its representations contained in the Bond Registrar's Certificate of Authentication on each Bond. The Bond Registrar may become an owner with the same rights it would have if it were not the Bond Registrar and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as members of, or in any other capacity with respect to, any committee formed to protect the rights of owners. (c) Bond Register; Transfer and Exchange. The Bond Register shall contain the name and mailing address of each Registered Owner and the principal amount and number of each Bond held by each Registered Owner. A Bond surrendered to the Bond Registrar may be exchanged for a Bond or Bonds in any Authorized Denomination of an equal aggregate principal amount and of the same interest rate and maturity. A Bond may be assigned or transferred only in Authorized Denominations and only if endorsed in the manner provided thereon and surrendered to the Bond Registrar, accompanied by the representations of the transferor as set forth thereon. Any such transfer shall be without cost to the owner or transferee and shall be noted in the Bond Register. The Bond Registrar shall not be obligated to transfer the Registered Ownership of a Bond during the 15 days preceding any principal or interest payment date or any prepayment date. Section 5. Form and Execution of Bonds. (a) Form of Bonds; Signatures and Seal. Each Bond shall be prepared in a form consistent with the provisions of this ordinance and State law. Each Bond shall be signed by the Mayor and the City Clerk, either or both of whose signatures may be manual or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. If any officer whose manual or facsimile signature appears on a Bond ceases to be an officer of the City authorized to sign bonds before the Bond bearing his or her manual or facsimile signature is authenticated by the Bond Registrar, or issued or delivered by the City, that Bond nevertheless may be authenticated, issued and delivered and, when authenticated, issued and delivered, shall be as binding on the City as though that person had continued to be an officer of the City authorized to sign bonds. Any Bond also may be signed on behalf of the City by any person who, on the actual date of signing of the Bond, is an officer of the City authorized to sign bonds, although he or she did not hold the required office on its Issue Date. (b) Authentication. Only a Bond bearing a Certificate of Authentication in substantially the following form, manually signed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate of Authentication. This Bond is one of the fully registered City of Tukwila, Washington, Limited Tax General Obligation Bonds, 2014 (Taxable), described in the Bond Ordinance." The authorized signing of a Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been duly executed, authenticated and delivered and is entitled to the benefits of this ordinance. W: Word Processing\Ordinances\LTGO Bonds-Zions Bank for Urban Renewal 11-19-14 Page 5 of 9 PM:bjs Section 6. Payment of Bonds. Both principal of and interest on each Bond shall be payable in lawful money of the United States of America. Interest on each Bond is payable by electronic transfer on the interest payment date, or by check or draft of the Bond Registrar mailed on the interest payment date to the Registered Owner at the address appearing on the Bond Register on the Record Date. Principal of each Bond is payable upon presentation and surrender of the Bond by the Registered Owner to the Bond Registrar. The Bonds are not subject to acceleration under any circumstances. Section 7. Funds and Accounts; Deposit of Proceeds. (a) 2014 Bond Account. The 2014 Bond Account is created within the City's general obligation bond repayment fund for the sole purpose of paying principal of and interest on the Bonds. Bond proceeds in excess of the amounts needed to pay the costs of the Project and the costs of issuance, if any, shall be deposited into the 2014 Bond Account. All amounts allocated to the payment of the principal of and interest on the Bonds shall be deposited in the 2014 Bond Account as necessary for the timely payment of amounts due with respect to the Bonds. The principal of and interest on the Bonds shall be paid out of the 2014 Bond Account. Until needed for that purpose, the City may invest money in the 2014 Bond Account temporarily in any legal investment, and the investment earnings shall be retained in the 2014 Bond Account and used for the purposes of that fund. (b) Project Fund. The Project Fund has been previously created as a fund of the City for the purpose of paying the costs of the Project. Proceeds received from the sale and delivery of the Bonds shall be deposited into the Project Fund and used to pay the costs of the Project and costs of issuance of the Bonds. Until needed to pay such costs, the City may invest those proceeds temporarily in any legal investment, and the investment earnings shall be retained in the Project Fund and used for the purposes of that fund, except that earnings subject to a federal tax or rebate requirement (if applicable) may be withdrawn from the Project Fund and used for those tax or rebate purposes. Section 8. Redemption and Purchase of Bonds. (a) Optional Redemption and Notice. The Bonds maturing on or after December 1, 2019 shall be subject to redemption at the option of the City as set forth in Exhibit A at any time upon written notice to the Registered Owner or Owners of the Bonds to be redeemed, given at least 30 days prior to the date set for redemption. (b) Mandatory Redemption. The Term Bond maturing in 2034 shall be redeemed in annual installments of principal, plus accrued interest, on the dates and in the amounts as set forth in Exhibit A. If the City opts to redeem any portion of the principal amount of the Term Bond under the optional redemption provisions of subsection (a), above, such optional redemption shall be credited against one or more scheduled mandatory redemption installments for that Term Bond in the manner determined by the City. The City shall notify the Bond Registrar in writing of its allocation of such credit prior to the next principal installment payment date. W: Word Processing\Ordinances\ITGO Bonds -Zion Bank for Urban Renewal 11-19-14 PM:bjs Page 6 of 9 (c) Selection of Bonds for Redemption; Partial Redemption. If fewer than all of the outstanding Bonds are to be redeemed under the optional redemption provisions in subsection (a), above, the City shall select the maturities to be redeemed. All or a portion of the principal amount of any Bond that is to be redeemed may be redeemed in any Authorized Denomination. If less than all of the outstanding principal amount of any Bond is redeemed, upon surrender of that Bond to the Bond Registrar, there shall be issued to the Registered Owner, without charge, a new Bond (or Bonds, at the option of the Registered Owner) of the same maturity and interest rate in any Authorized Denomination in the aggregate principal amount to remain outstanding. Section 9. Failure To Pay Bonds. If the principal of any Bond is not paid when the Bond is properly presented at its maturity or date fixed for redemption, the City shall be obligated to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or date fixed for redemption until that Bond, both principal and interest, is paid in full or until sufficient money for its payment in full is on deposit in the 2014 Bond Account, or in a trust account established to refund or defease the Bond, and the Bond has been called for payment by giving notice of that call to the Registered Owner. Section 10. Pledge of Taxes. The Bonds constitute a general indebtedness of the City and are payable from tax revenues of the City and such other money as is lawfully available and pledged by the City for the payment of principal of and interest on the Bonds. For as long as any of the Bonds are outstanding, the City irrevocably pledges that it shall, in the manner provided by law within the constitutional and statutory limitations provided by law without the assent of the voters, include in its annual property tax levy amounts sufficient, together with other money that is lawfully available, to pay principal of and interest on the Bonds as the same become due. The full faith, credit and resources of the City are pledged irrevocably for the prompt payment of the principal of and interest on the Bonds and such pledge shall be enforceable in mandamus against the City. Section 11. Sale and Delivery of the Bonds. (a) Approval of Bond Purchase Agreement; Delivery of Bonds. The Finance Director is appointed as the City's designated representative authorized to accept an offer to purchase the Bonds pursuant to the terms of a written Bond Purchase Agreement, to be presented to the City by the Purchaser if such agreement is consistent with the terms described herein, and with such additional terms and covenants as she deems advisable. (b) Preparation, Execution and Delivery of the Bonds. The Bonds will be prepared at City expense and will be delivered to the Purchaser in accordance with the Bond Purchase Agreement, together with the approving legal opinion of Bond Counsel regarding the Bonds. W: Word Processingl0rdinancesITGO Bonds-Zions Bank for Urban Renewal 11-19-14 PM:bjs Page 7 of 9 Section 12. Financial Reporting Requirements. The City agrees to provide to the Purchaser: (i) via the Electronic Municipal Market Access ("EMMA") system of the Municipal Securities Rulemaking Board (the "MSRB"), its annual financial statements by September 30 of each year prepared (except as noted in the financial statements) in accordance with applicable generally accepted accounting principles applicable to local governmental units of the State of Washington such as the City, as such principles may be changed from time to time, which statements may be unaudited, provided, that if and when audited financial statements are prepared and available they will be provided; and (ii) directly to the Purchaser, such additional financial information as the Purchaser may reasonably request. Notwithstanding the foregoing, the City and Purchaser agree and acknowledge that this paragraph does not and is not intended to constitute an "undertaking" to provide continuing disclosure under Rule 15c-2(12) of the United States Securities and Exchange Commission, and the Issuer makes no representation regarding its prior compliance with any such undertaking that it may have entered into with respect to its outstanding bonds and obligations. Section 13. General Authorization and Ratification. The appropriate officers of the City are severally authorized to take such actions and to execute such documents as in their judgment may be necessary or desirable to carry out the transactions contemplated in connection with this ordinance, and to do everything necessary for the prompt delivery of the Bonds to the Purchaser and for the proper application, use and investment of the proceeds of the Bonds. All actions taken prior to the effective date of this ordinance in furtherance of the purposes described in this ordinance and not inconsistent with the terms of this ordinance are ratified and confirmed in all respects. Section 14. Corrections by City Clerk or Code Reviser. Upon approval of the City Attorney, the City Clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; or ordinance numbering and section/subsection numbering. Section 15. Severability. The provisions of this ordinance are declared to be separate and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any person or circumstance, such offending provision shall, if feasible, be deemed to be modified to be within the limits of enforceability or validity. However, if the offending provision cannot be so modified, it shall be null and void with respect to the particular person or circumstance, and all other provisions of this ordinance in all other respects, and the offending provision with respect to all other persons and all other circumstances, shall remain valid and enforceable. W: Word Processing\Ordinances\LTGO Bonds-Zions Bank for Urban Renewal 11-19-14 PM:bjs Page 8 of 9 Section 16. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this I 5T day of���? „,� be./' , 2014. ATTEST/AUTHENTICATED: Jay -- Christy O'Flah rty, MMC, City CldK APPROVED AS TO FORM BY: Bond Counsel c Jim a Berton, r Filed with the City Clerk: I Passed by the City Council: - Published: - -/ Effective Date: J -/ L1 Ordinance Number: `l ld b_S Attachment: Exhibit A, Description of the Bonds W. Word Processing0rdinancesl11-TGO Bonds-Zions Bank for Urban Renewal 11-19-14 PM:bjs Page 9 of 9 (e) Exhibit A EXHIBIT A DESCRIPTION OF THE BONDS Principal Amount: $3,850,000 Purchase Price: $3,850,000 (par amount of the Bonds) Interest Payment Dates: June 1 and December 1, commencing June 1, 2015. Maturity and Interest Rates: The Bonds shall mature on the dates and bear interest at the initial rates (computed on the basis of a 360 -day year of twelve 30 -day months), as follows: City of Tukwila, Washington Limited Tax General Obligation Bonds, 2014 (Taxable) Maturity Principal Interest Maturity Principal Interest (Dec 1) Rate (Dec 1) Amount Rate 2015 _Amount_ $141,000 0.85% 2021 $ 165,000 3.93% 2016 149,000 1.17 2022 172,000 4.32 2017 150,000 1.60 2023 179,000 4.63 2018 153,000 2.17 2024 187,000 4.86 2019 156,000 2.67 2020 160,000 3.26 2034 2,238,000 2.85") (1) Commencing January 1, 2019, interest on those Bonds maturing December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to time, divided by 0.65, which will remain in effect through and including December 31, 2024. Commencing January 1, 2025, interest on those Bonds maturing December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to time, divided by 0.65, which will remain in effect through and including December 31, 2029. Commencing January 1, 2030, interest on those Bonds maturing December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to time, divided by 0.65, which will remain in effect through and including December 1, 2034. Optional Redemption: The Bonds maturing on and after December 1, 2020, are subject to redemption in whole or in part on or after December 1, 2019, without penalty at any time, upon 30 days written notice to the Registered Owner(s) of the Bond(s) to be redeemed. A-1 (f} Mandatory Redemption: The Bond due on December 1, 2034 will be paid in annual principal installments, plus accrued interest, on December 1 in the years and amounts as follows: Term Bonds Maturing 2034 Mandatory Redemption Years 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034* "Maturity. A-2 Mandatory Redemption Amounts $197,000 202,000 208,000 214,000 220,000 226,000 233,000 239,000 246,000 253,000 CERTIFICATION I, the undersigned, City Clerk of the City of Tukwila, Washington (the "City"), hereby certify as follows: 1. The attached copy of Ordinance NoX (the "Ordinance") is a full, true and correct copy of an ordinance duly passed at a regular meeting of the City Council of the City held at the regular meeting place thereof on December 1, 2014, as that ordinance appears on the minute book of the City. 2. The Ordinance will be in full force and effect five days after publication in the City's official newspaper, which publication date is December 4, 2014. 3. A quorum of the members of the City Council was present throughout the meeting and a majority of the members voted in the proper manner for the passage of the Ordinance. Dated: December 1, 2014. CITY OF TUKWILA, WASHINGTON 1 L Christy O'Flahert , MMC, City Clerk Zions Bank Tukwila 1of Washington Ordinance No. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2464, SECTION 4 (PART) AND SECTION 5, AND AMENDING EXHIBIT A OF ORDINANCE NO. 2465, TO CONFORM DEBT SERVICE PAYMENT DATES; AND PROVIDING FOR OTHER PROPERLY RELATED MATTERS; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City previously issued its Limited Tax General Obligation Bond Anticipation Note, 2014 (the "Note") pursuant to Ordinance No. 2464, and its Limited Tax General Obligation Bonds, 2014 (the "Bonds") pursuant to Ordinance No. 2465; and WHEREAS, this amendment is necessary to conform the debt service payment dates set forth in Ordinance No. 2464 and Ordinance No. 2465, respectively, to the dates specified at closing by the purchasers of the Note and the Bonds, respectively; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Ordinance No. 2464, Section 4, Amended. Except as amended by this ordinance, all other provisions of Ordinance No. 2464 shall remain in full force and effect and all actions taken at any time prior to the effective date of this ordinance, which are consistent with Ordinance No. 2464 as so amended, are hereby ratified and confirmed in all respects. Section 4 of Ordinance No. 2464, subparagraphs B and C, are hereby amended to read as set forth below. (Additions are double underlined and deletions are enclosed in double parentheses and struck through.) W: Word Processing\Ordinances\LTGO Bonds -Conforming debt service payment dates 2-25-15 PM:bjs Page 1 of 4 Terms of the Note. B. Interest. Each Draw shall bear interest at the Interest Rate selected by the City from the Date of each Draw, which shall be computed on the basis of a year of 360 days for the actual number of days elapsed. The City Finance Director shall designate the Fixed Rate or the applicable Variable Rate Period with respect to each Draw in the Draw Request. So long as no Event of Default has occurred and is continuing, interest shall accrue on each Draw at the applicable Interest Rate. Upon the occurrence of an Event of Default and until such default is cured, the Bank may, at its option, impose the Default Rate. Interest on the outstanding principal amount of the Note will be paid quarterly, beginning ((April))March 1, 2015, and each ((Apf4))March 1, June 1, September 1 and December 1 thereafter, to and including the Maturity Date. If the first day of a calendar month is not a Business Day, the payment shall be due on the next succeeding Business Day. The City may elect to convert any Fixed Rate Draw to a Variable Rate as set forth in the Line of Credit Agreement, and may convert any Variable Rate Draw to a different Variable Rate Period or to a Fixed Rate at the expiration of any Variable Rate Period. Unless the City affirmatively elects a new Variable Rate Period in writing received by the Bank on or before 2:00 p.m. (Pacific Time) on the last Business Day of a Variable Rate Period for a specific Draw, the Interest Rate for such Draw shall be renewed for a successive Variable Rate Period of the same length as the expiring Variable Rate Period. Notwithstanding the foregoing, the Finance Director may consent to different terms in the Line of Credit Agreement regarding the Variable Rate Periods and indices available and regarding conversion of interest rate modes, if she deems the terms in the Line of Credit Agreement to be in the City's best interests. C. Commitment Fee. The City agrees to pay a commitment fee of 0.50% on the average daily balance of the unused portion of the commitment amount (i.e., the. maximum stated amount of the Note, less the sum of all Draws) calculated on the basis of a 360 -day year and the actual days elapsed. The commitment fee shall be payable quarterly in arrears on each interest payment date, commencing on ((Apr4))March 1, 2015. Section 2. Ordinance No. 2464, Section 5, Amended. Except as amended by this ordinance, all other provisions of Ordinance No. 2464 shall remain in full force and effect and all actions taken at any time prior to the effective date of this ordinance, which are consistent with Ordinance No. 2464 as so amended, are hereby ratified and confirmed in all respects. Section 5 of Ordinance No. 2464 is hereby amended to read as set forth below. (Additions are double underlined and deletions are enclosed in double parentheses and struck through.) W: Word Processing\Ordinances\LTGO Bonds -Conforming debt service payment dates 2-25-15 Page 2 of 4 PM:bjs Term Out Provision. If, on the Maturity Date, the City is unable to pay the principal of or interest on the Note then due and payable in full and no Event of Default has occurred and is continuing, the Maturity Date shall be extended for a term of one year, to December 1, 2018. This period shall be referred to as the "Term Out Period." Interest on the outstanding principal amount shall accrue from and after December 1, 2017 at a rate equal to the Fixed Rate plus 2.0%, calculated on the basis of a year of 360 days for the actual number of days elapsed. Interest and Principal shall be due and payable in four approximately equal quarterly installments, on ((Apf4))March 1, 2018, June 1, 2018, September 1, 2018 and December 1, 2018. The maximum term of the Note issued under this ordinance shall not be extended beyond December 1, 2018 without written approval by the Bank accepted by the City Council. Section 3. Exhibit A to Ordinance No. 2465 Amended. Except as amended by this ordinance, all other provisions of Ordinance No. 2465 shall remain in full force and effect and all actions taken at any time prior to the effective date of this amendatory ordinance, which are consistent with Ordinance No. 2465 as so amended, are hereby ratified and confirmed in all respects. Exhibit A of Ordinance No. 2465 is hereby amended to read as set forth in Exhibit A to this ordinance. (Additions are double underlined and deletions are enclosed in double parentheses and struck through.) Section 4. General Authorization and Ratification. The appropriate officers of the City are severally authorized to take such actions and to execute such documents as in their judgment may be necessary or desirable to carry out the transactions contemplated in connection with this ordinance, and to do everything necessary for the prompt delivery of the Bonds to the Purchaser and for the proper application, use and investment of the proceeds of the Bonds. All actions taken prior to the effective date of this ordinance in furtherance of the purposes described in this ordinance and not inconsistent with the terms of this ordinance are ratified and confirmed in all respects. Section S. Corrections by City Clerk or Code Reviser. Upon approval of the City Attorney, the City Clerk and the code reviser are authorized to make necessary corrections to this ordinance, including the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; or ordinance numbering and section/subsection numbering. Section 6. Severability. The provisions of this ordinance are declared to be separate and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any person or circumstance, such offending provision shall, if feasible, be deemed to be modified to be within the limits, of enforceability or validity. However, if the offending provision cannot be so modified, it shall be null and void with respect to the particular person or circumstance, and all other provisions of this ordinance in all other respects, and the offending provision with respect to all other persons and all other circumstances, shall remain valid and enforceable. W: Word Processing\Ordinances\LTGO Bonds -Conforming debt service payment dates 2-25-15 PM:bjs Page 3 of 4 Section 7. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this. j 7",4 day of r,_, 2015. ATTEST/AUTHENTICATED: Cj: n 4L, Aa,) Christy O'Flahe y, MMC, City Clerk APPROVED AS TO FORM BY: Bond Counsel Ji ggerto or Filed with the City Clerk: -1 Passed by the City Council: Published: _ Effective Date: c(—/ Ordinance Number: ?qj Attachment: Exhibit A, Description of the Bonds W: Word Processing\Ordinances\LTGO Bonds -Conforming debt service payment dates 2-25-15 PM:bjs Page 4 of 4 (a) (b) (c) (d) (e) Exhibit A EXHIBIT A DESCRIPTION OF THE BONDS Principal Amount: $3,850,000 Purchase Price: $3,850,000 (par amount of the Bonds) Interest Payment Dates: June 1 and December 1, commencing June 1, 2015. Maturity and Interest Rates: The Bonds shall mature on the dates and bear interest at the initial rates (computed on the basis of a 360 -day year of twelve 30 -day months), as follows: City of Tukwila, Washington Limited Tax General Obligation Bonds, 2014 (Taxable) Maturity Principal Interest Maturity Principal Interest (Dec 1) Amount Rate (Dec 1) Amount Rate 2015 $141,000 0.85% 2021 $ 165,000 3.93% 2016 149,000 1.17 2022 172,000 4.32 2017 150,000 1.60 2023 179,000 4.63 2018 153,000 2.17 2024 187,000 4.86 2019 156,000 2.67 2020 160,000 3.26 2034 2,238,000 2.85(') (1) CommencingDecember((JanuaFy)) 1, 2019, interest on those Bonds maturing December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to time, divided by 0.65, which will remain in effect through and including ((Dese+Aber--31)), 2024. Commencing December 1 02o)), interest on those Bonds maturing December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to time, divided by 0.65, which will remain in effect through and including November 30((DeGember 31)), 2029. Commencing December 1 2029 ((JanuaFy 1, 2030)), interest on those Bonds maturing December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to time, divided by 0.65, which will remain in effect through and including December 1, 2034. Optional Redemption: The Bonds maturing on and after December 1, 2020, are subject to redemption in whole or in part on or after December 1, 2019, without penalty at any time, upon 30 days written notice to the Registered Owner(s) of the Bond(s) to be redeemed. U' (f) Mandatory Redemption: The Bond due on December 1, 2034 will be paid in annual principal installments, plus accrued interest, on December 1 in the years and amounts as follows: Term Bonds Maturing 2034 Mandatory Redemption Years Mandatory Redemption Amounts 2025 $197,000 2026 202,000 2027 208,000 2028 214,000 2029 220,000 2030 226,000 2031 233,000 2032 239,000 2033 246,000 2034* 253,000 "Maturity. A-2 CERTIFICATION I, the undersigned, City Clerk of the City of Tukwila, Washington (the "City"), hereby certify as follows: 1. The attached copy of Ordinance No. (the "Ordinance") is a full, true and correct copy of an ordinance duly passed at a regular meeting of the City Council of the City held at the regular meeting place thereof on 2015, as that ordinance appears on the minute book of the City. 2. The Ordinance will be in full force and effect five days after publication in the City's official newspaper, which publication date is , 2015. 3. A quorum of the members of the City Council was present throughout the meeting and a majority of the members voted in the proper manner for the passage of the Ordinance. Dated: 12015. CITY OF TUKWILA, WASHINGTON Christy O'Flaherty, MMC, City Clerk City of Tukwila Public Notice of Ordinance Adoption for Ordinances 2471-2473. On March 16, 2015 the City Council of the City of Tukwila, Washington, adopted the following ordinances, the main points of which are summarized by title as follows: Ordinance 2471: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED $6,250,000 AGGREGATE PRINCIPAL AMOUNT OF LIMITED TAX GENERAL OBLIGATION BONDS TO PROVIDE FUNDS TO PAY OR REIMBURSE THE CITY FOR THE COST OF ROAD CONSTRUCTION AND IMPROVEMENT PROJECTS AND TO PAY THE COSTS OF ISSUANCE AND SALE OF THE BONDS; FIXING OR SETTING PARAMETERS WITH RESPECT TO CERTAIN TERMS AND COVENANTS OF THE BONDS; APPOINTING THE CITY'S DESIGNATED REPRESENTATIVE TO APPROVE THE FINAL TERMS OF THE SALE OF THE BONDS; AND PROVIDING FOR OTHER RELATED MATTERS; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2472: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2464, SECTION 4 (PART) AND SECTION 5, AND AMENDING EXHIBIT A OF ORDINANCE NO. 2465, TO CONFORM DEBT SERVICE PAYMENT DATES; AND PROVIDING FOR OTHER PROPERLY RELATED MATTERS; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2473: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, APPROVING AND AUTHORIZING THE DEVELOPMENT AGREEMENT WITH TUKWILA TSD, LLC, FOR THE SHARED USE OF PARKING IN THE PUBLIC RIGHT-OF-WAY OF CHRISTENSEN ROAD AS IT RELATES TO THE PLANNED DEVELOPMENT OF A HOTEL LOCATED AT 90 ANDOVER PARK EAST; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. The full text of these ordinances will be provided upon request. Christy O'Flaherty, MMC, City Clerk Published Seattle Times: March 19, 2015 From: Vicky Carlsen <Vicky.Carise n2TukwilaWA.gov> Sent: Wednesday, May 26, 20214:30 PM To: Andrew Face <Andrew.Face@zionsbancorp.com> Cc: Duncan Brown <browndpfm.com>; Steven Amano <amar:os @ pfm.com>; Deanna Gregory <Deanna.Greory2pacificalawgroup.com> Subject: Prepayment of 2014 LTGO Hello Andrew, The City of Tukwila would like to prepay our Limited Tax General Obligation Bond, 2014 on June 8, 2021. 1 do understand that you will need to confirm if this will be acceptable given that we are giving less than 30 days' notice. Please let me know if you need additional information in order for us to move forward with the prepayment. Warm Regards, Vicky Carlsen Finance Director City of Tukwila Phone: 206-433-1839 Fax: 206-433-1833 Email: Vickv.Carisen@TukwilaWA.gov City of Opportunity — Community of Choice ESCROW DEPOSIT AGREEMENT CITY OF TUKWILA, WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2021C (TAXABLE) THIS ESCROW DEPOSIT AGREEMENT, dated June 8, 2021 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between City of Tukwila, Washington (the "City") and U.S. Bank National Association, Seattle, Washington, as Escrow Agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The notice addresses of the City and the Escrow Agent are shown on Exhibit A attached hereto and made a part hereof. WITNESSETH: WHEREAS, the City has issued and there presently remain outstanding the obligations described in Exhibit B attached hereto (the "Refunded Bonds"); and WHEREAS, pursuant to Ordinance No. 2654 passed by the City Council of the City on May 17, 2021 (the "Bond Ordinance"), the City has issued its Limited Tax General Obligation Refunding Bond, 2021 C (Taxable) (the "2021 C Bond"); and WHEREAS, the proceeds of the 2021C Bond will be used for the purpose of providing funds to pay the costs of refunding the Refunded Bonds; and WHEREAS, pursuant to the Bond Ordinance, the Refunded Bonds have been designated for redemption prior to their scheduled maturity dates; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Bonds, the City and the Escrow Agent mutually undertake, promise and agree for themselves and their respective representatives and successors, as follows: Article 1. Definitions Section 1.1. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: Escrow Fund means the fund created by this Agreement to be established, held and administered by the Escrow Agent pursuant to the provisions of this Agreement. Government Obligations shall have the meaning set forth in RCW 39.53.010. Paying Agent means the fiscal agent of the State of Washington, as the paying agent for the Refunded Bonds. Section 1.2. Other Definitions. The terms "Agreement," "City," "Escrow Agent," "Bond Ordinance," "Refunded Bonds," and "2021C Bond" when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.3. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Bonds in accordance with applicable law. Article 2. Deposit of Funds Section 2.1. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the 2021C Bond, the City shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in accounts held in the Escrow Fund (as defined below), the funds (from the proceeds of the 2021C Bond and other available funds of the City, if any) sufficient to refund the Refunded Bonds and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the City in writing. Article 3. Creation and Operation of Escrow Fund Section 3.1. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow account (the "Escrow Fund") and accounts held therein. The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds described in Exhibit D attached hereto. Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds as set forth in Ordinance No. 2361 passed by the City Council of the City on December 5, 2011 (the "Refunded Bond Ordinance"), which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.2 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Bonds, any balance then remaining in the Escrow Fund if any, shall be transferred to the City, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. 2 Section 3.2. Payment of Principal and Interest. The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent from the cash balances from time to time on deposit in the Escrow Fund, the amounts required to pay the principal of the Refunded Bonds at their redemption date and interest thereon to such redemption date in the amounts and at the times shown in Exhibit C attached hereto. Section 3.3. Sufficiency of Escrow Fund. The City represents that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts required to pay the interest on the Refunded Bonds as such interest comes due and the principal of the Refunded Bonds as the Refunded Bonds are paid on an optional redemption date prior to maturity, all as more fully set forth in Exhibit E attached hereto and as required for the legal defeasance of the Refunded Bonds under the terms of the Refunded Bond Ordinance. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agent to make the payments set forth in Section 3.2. hereof, the City shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the City's failure to make additional deposits thereto. Section 3.4. Trust Fund. The Escrow Agent or its affiliate, shall hold at all times the assets of the Escrow Fund wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Bonds; and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The assets of the Escrow Fund are irrevocably pledged to the redemption and defeasance of the Refunded Bonds, and the owners of the Refunded Bonds shall be entitled to receive payment of the principal of and interest on the Refunded Bonds from the Escrow Fund, as set forth in the Refunded Bond Ordinance. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the City, and the Escrow Agent shall have no right to title with respect thereto except as a trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the City or, except to the extent expressly herein provided, by the Paying Agent. to J Article 4. Limitation on Investments Section 4.1. Investments. The Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder. Article 5. Application of Cash Balances Section 5.1. In General. Except as provided in Section 2.1 and 3.2 hereof, no withdrawals, transfers or reinvestment shall be made of cash balances in the Escrow Fund. Cash balances shall be held by the Escrow Agent in United States currency as cash balances as shown on the books and records of the Escrow Agent and, except as provided herein, shall not be reinvested by the Escrow Agent; provided, however, a conversion to currency shall not be required (i) for so long as the Escrow Agent's internal rate of return does not exceed 20%, or (ii) if the Escrow Agent's internal rate of return exceeds 20%, the Escrow Agent receives a letter of instructions, accompanied by the opinion of nationally recognized bond counsel, approving the assumed reinvestment of such proceeds at such higher yield. Article 6. Redemption of Refunded Bonds Section 6.1. Call for Redemption. The City hereby irrevocably calls the Refunded Bonds for redemption on their earliest redemption date, as shown in Appendix A attached hereto. Section 6.2. Notice of Redemption/Defeasance. The Escrow Agent agrees to give a notice of redemption and defeasance of the Refunded Bonds pursuant to the terms of the Refunded Bonds and in substantially the forms attached hereto as Appendices A and B to the Paying Agent for distribution as described therein. The notice of redemption and the notice of defeasance shall be given in accordance with the Refunded Bond Ordinance. The Escrow Agent hereby certifies that provision satisfactory and acceptable to the Escrow Agent has been made for the giving of notice of redemption and defeasance of the Refunded Bonds. Article 7. Records and Reports Section 7.1. Records. The Escrow Agent will keep books of record and account in which complete and accurate entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money deposited to the Escrow Fund and all proceeds thereof, and such books 4 shall be available for inspection during business hours and after reasonable notice by the parties hereto and by the owners of the Refunded Bonds. Section 7.2. Reports. While this Agreement remains in effect, the Escrow Agent semi-annually shall prepare and send to the City a written report summarizing all transactions relating to the Escrow Fund during the preceding six months, including, without limitation, credits to the Escrow Fund as a result of transfers from the Escrow Fund for payments on the Refunded Bonds or otherwise, together with a detailed statement of the cash balance on deposit in the Escrow Fund as of the end of such period. Article 8. Concerning the Escrow Agent Section 8.1. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 8.2. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Bonds shall be limited to the cash balances on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, the Escrow Agent shall have no liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund, except for the obligation to notify the City promptly of any such occurrence. The recitals herein and in the proceedings authorizing the 2021C Bond shall be taken as the statements of the City and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the proceedings authorizing the 2021C Bond or the Refunded Bonds and is not responsible for nor bound by any of the provisions thereof. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the City thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own neglect or willful misconduct, nor for any loss unless the same shall have been through its negligence or bad faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own willful misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the City or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the City at any time. Section 8.3. Compensation. The City shall pay to the Escrow Agent fees for performing the services hereunder and for the expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement pursuant to the terms of the Fee Schedule dated as of June 8, 2021. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses as Escrow Agent or in any other capacity. Section 8A. Successor Escrow Agents. Any corporation, association or other entity into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and business or any corporation, association or other entity resulting from any such conversion, sale, merger, consolidation or other transfer to which it is a parry, ipso facto, shall be and become successor Escrow Agent hereunder, vested with all other matters as was its predecessor, without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as Escrow Agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or 0 administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event, the City, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the City within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Bonds then outstanding by an instrument or instruments in writing filed with the City, signed by such owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Bond may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation organized or doing business under the laws of the United States or the State of Washington, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000 and subject to the supervision or examination by federal or state authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the City and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the City shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The obligations assumed by the Escrow Agent pursuant to this Agreement may be transferred by the Escrow Agent to a successor Escrow Agent if (a) the requirements of this Section 8.4 and the Refunded Bond Ordinance are satisfied; (b) the successor Escrow Agent has assumed all the obligations of the Escrow Agent under this Agreement; and (c) all of the money held by the Escrow Agent pursuant to this Agreement have been duly transferred to such successor Escrow Agent. Article 9. Costs of Issuance [Reserved] Article 10. Miscellaneous Section 10.1. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed or sent by email or delivery service to the City or the Escrow Agent at the address shown on Exhibit A attached hereto. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten days prior notice thereof. 7 Section 10.2. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the City, the owners of the Refunded Bonds or to any other person or persons in connection with this Agreement. Section 10.3. Binding Agreement. This Agreement shall be binding upon the City and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Bonds, the City, the Escrow Agent and their respective successors and legal representatives. Section 10.4. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 10.5. Washington Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Washington. Section 10.6. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 10.7. Notice to Rating Agencies. In the event that this Agreement or any provision thereof is severed, amended or revoked, the City shall provide written notice of such severance, amendment or revocation to the rating agency rating the Refunded Bonds. Section 10.8. Amendments. This Agreement shall not be amended except to cure any ambiguity or formal defect or omission in this Agreement. No amendment shall be effective unless the same shall be in writing and signed by the parties thereto. No such amendment shall adversely affect the rights of the holders of the Refunded Bonds. No such amendment shall be made without first receiving written confirmation from the rating agencies (if any) which have rated the Refunded Bonds that such administrative changes will not result in a withdrawal or reduction of its rating then assigned to the Refunded Bonds. If this Agreement is amended, prior written notice and copies 8 of the proposed changes shall be given to the rating agencies which have rated the Refunded Bonds. EXECUTED as of the date first written above. CITY OF TUKWILA, WASHINGTON B Vi y Carlsen, Finance Director U.S. BANK NATIONAL ASSOCIATION Authorized Officer Exhibit A — Addresses of the City and the Escrow Agent Exhibit B — Description of the Refunded Bonds Exhibit C — Schedule of Debt Service on Refunded Bonds Exhibit D — Description of Beginning Cash Deposit Exhibit E Escrow Fund Cash Flow for the Refunded Bonds Appendix A Notice of Redemption for the Refunded Bonds Appendix B — Notice of Defeasance for the Refunded Bonds 6 of the proposed changes shall be given to the rating agencies which have rated the Refunded Bonds. EXECUTED as of the date first written above. CITY OF TUKWILA, WASHINGTON By: Vicky Carlsen, Finance Director U.S. BANK NATIONAL ASSOCIATION BO� 4-OIX Autho zed O icer Exhibit A — Addresses of the City and the Escrow Agent Exhibit B — Description of the Refunded Bonds Exhibit C — Schedule of Debt Service on Refunded Bonds Exhibit D — Description of Beginning Cash Deposit Exhibit E — Escrow Fund Cash Flow for the Refunded Bonds Appendix A — Notice of Redemption for the Refunded Bonds Appendix B — Notice of Defeasance for the Refunded Bonds N EXHIBIT A Addresses of the City and Escrow Agent City: City of Tukwila 6200 Southcenter Blvd Tukwila, Washington (206) 433-1839 Attention: Finance Director Escrow Agent: U.S. Bank National Association Global Corporate Trust Services 1420 Fifth Avenue, 7th Floor Seattle, WA 98101 Attention: Aaron Fong, Assistant Vice President A-1 EXHIBIT B Description of the Refunded Bonds City of Tukwila, Washington Limited Tax General Obligation Refunding Bonds, 2011 (the "Refunded Bonds") Maturity Dates Principal Interest (December 1) Amount Rates 2022 $520,000 3.00% 2023 530,000 3.00 EXHIBIT C Schedule of Debt Service on the Refunded Bonds C-1 EXHIBIT D Escrow Deposit for the 2021C Bond Cash: $1,065,750.00 II. Other Obligations: None D-1 EXHIBIT E Escrow Fund Cash Flow for the Refunded Bonds Escrow Date Requirement+: « .s Balance 06108/2021 1,065,750M 1.065,750.00 1.065,7ATI, 12101/2021 0 1 1!-1.065,750.00 Egli. t i1 i. t 1i ► i1 E-1 APPENDIX A NOTICE OF REDEMPTION'S City of Tukwila, Washington Limited Tax General Obligation Refunding Bonds, 2011 NOTICE IS HEREBY GIVEN that City of Tukwila, Washington (the "City") has called for redemption on December 1, 2021 its outstanding Limited Tax General Obligation Refunding Bonds, 2011 (the "Bonds"). The Bonds to be refunded will be redeemed at a price of one hundred percent (100%) of their principal amount, plus interest accrued to December 1, 2021. The redemption price of the Bonds is payable on presentation and surrender of the Bonds at the office of- U.S. £ U.S. Bank National Association Global Corporate Trust Services 111 Fillmore Ave E St. Paul, MN 55107 Interest on the Bonds to be refunded or portions thereof which are redeemed shall cease to accrue on December 1, 2021. The following Bonds are being redeemed: Maturity Dates Principal Interest CUSIP (December 1) Amount Rates Numbers 2022 $ 520,000 3.00% 899052GP3 2023 530,000 3.00 899052GQI By Order of City of Tukwila, Washington U.S. Bank National Association, as Paying Agent Dated: Withholding of 28% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act") unless the Paying Agent has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your Bonds. * This notice shall be given not more than 60 nor less than 20 days prior to December 1, 2021 as provided in the Ordinance authorizing the issuance of the Bonds to the Municipal Securities Rulemaking Board at http://emma.msrb.org/. Appendix A - Page 1 APPENDIX B NOTICE OF DEFEASANCE* City of Tukwila, Washington Limited Tax General Obligation Refunding Bonds, 2011 NOTICE IS HEREBY GIVEN to the owners of the above -captioned bonds (the "2011 Bonds") that, pursuant to an Escrow Deposit Agreement dated June 8, 2021, by and between the City of Tukwila, Washington (the "City") and U.S. Bank National Association (the "Escrow Agent"), the City has deposited into an escrow account held by the Escrow Agent, a portion of the proceeds of the City's Limited Tax General Obligation Refunding Bonds, 2021C (Taxable) (the "Refunding Bond"), in an amount sufficient to pay the principal of and interest on the 2011 Bonds as the same shall become due to and including the first optional call date for the 2011 Bonds. The 2011 Bonds will be called for redemption on December 1, 2021, at a price of 100% plus accrued interest, from proceeds of the Refunding Bond held by the Escrow Agent in the escrow account. The 2011 Bonds to be paid from such amounts are described as follows: Limited Tax General Obligation Refunded Bonds, 2011 (Dated: December 28, 2011) Maturity Dates Principal Interest CUSIP (December 1) Amount Rates Numbers 2022 $ 520,000 3.00% 899052GP3 2023 530,000 3.00 899052GQ 1 Information for Individual Registered Owner The addressee of this notice is the registered owner of Bond Certificate No. of the 2011 Bonds described above, which certificate is in the principal amount of $ All of which has been defeased as described above. * This notice shall be given immediately to each registered owners of the 2011 Bonds by posting such notice to the Municipal Securities Rulemaking Board at http://emma.msrb.org/. Appendix B — Page 1 CERTIFICATE AND RECEIPT OF ESCROW AGENT I, Aaron Fong, Assistant Vice President of U.S. Bank National Association (the "Escrow Agent"), DO HEREBY CERTIFY, with respect to the refunding of certain Limited Tax General Obligation Refunding Bonds, 2011 (the "Refunded Bonds") issued by the City of Tukwila, Washington (the "City"), identified in the Escrow Deposit Agreement of even date herewith (the "Escrow Deposit Agreement") between the City and the Escrow Agent, and more particularly described in the ordinance of the City passed on May 17, 2021 (the "Bond Ordinance") authorizing the issuance by the City of its Limited Tax General Obligation Refunding Bond, 2021 C (Taxable) (the "2021 C Bond"), being issued to refund and defease the Refunded Bonds, as follows: 1. The Escrow Agent has established a refunding account (the "Escrow Fund") pursuant to the Escrow Deposit Agreement. 2. The Escrow Agent has received the sum of $1,065,750.00 representing proceeds of the City's 2021C Bond from Capital One Public Funding, LLC, as Lender with respect to the 2021C Bond. 3. The Escrow Agent has applied such amount to the Escrow Fund and it will be applied as provided for in the Escrow Deposit Agreement to pay: a. Interest on the Refunded Bonds that will become due and payable on and prior to December 1, 2021 (to be paid as the same becomes due and payable); and b. The redemption price of the Refunded Bonds (100% of the principal amount thereof) on December 1, 2021. 4. Attached to this certificate is evidence of the authority of the undersigned to execute this certificate and the Escrow Deposit Agreement on behalf of the Escrow Agent. DATED this 8th day of June, 2021. U.S. BANK NATIONAL ASSOCIATION By Aaron Fong, Assistant jVice President usbir"k com, AUTHORIZED SIGNATURES I hereby eerttftthat the following is a true and exact extract from Article VI of the Bylaws presently in effect for U.S. Bank National Association, a national banking association organized and existing under the laws of the United States: Article VI CONVEVANCES, CONTRACTS, ETC. All transfers and conveyances of real estate, mortgages, and transfers, endorsements or assignments of stock, bonds, notes, debentures or other negotiable instruments, securities or personal property shall be signed by any elected or appointed officer. All checks, drafts, certificates of deposit and all funds, of the Association held in its own or in a fiduciary capacity may be paid out by an order, draft or check bearing the manual or facsimile signature of any elected or appointed officer of the Association. All mortgage satisfactions, releases, all types of loan agreements, all routine transactional documents of the Association, and all other instruments not specifically provided for, whether to be executed in a fiduciary capacity or otherwise, may be signed on behalf of the Association by any elected or appointed officer thereof The Secretary or any Assistant Secretary of the Association or other proper officer may execute and certify that required action or authority has been given or has taken place by resolution of the Board Linder this Bylaw without the necessity of further action by the Board. It' rlher cerfify that the following officers of U.S. Bank National Association have been duly elected and qualified and now hold their respective offices, and that the signatures of such officers are authentic: Carolyn Morrison, ice President Aaron Fong, Assistant, Vice President Greg E. Skuttlik, Assistant Vice President I IN WITNESS WHEREOF, I have hereunto set my hand this 8th — day of June 2021 U.S. BANK NATIONAL ASSOCIATION, By: Vice President AMENDED AND RESTATED BYLAWS OF U.S. BANK NATIONAL ASSOCIATION ARTICLE I. MEETINGS OF SHAREHOLDERS Section 1. Annual Meetin The annual meeting of shareholders shall be held at the main banking house of the Association or other convenient place duly authorized by the Board of Directors (the "Board") at 11:00 a.m. on the second Tuesday in March of each year, or such other date or time which the Board may designate at any Board meeting held prior to the required date for sending notice of the annual meeting to the shareholders. Notice of such meeting shall be mailed to shareholders not less than ten (10) or more than sixty (60) days prior to the meeting date. Section 2. Special Meetings Special meetings of shareholders may be called and held at such times and upon such notice as is specified in the Articles of Association. Section 3. Quorum A majority of the outstanding capital stock represented in person or by proxy shall constitute a quorum of any meeting of the shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. Section 4. Inspectors The Board of Directors may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders. Section 5. Voting In deciding on questions at meetings of shareholders, except in the election of directors, each shareholder shall be entitled to one vote for each share of stock held. A majority of votes cast shall decide each matter submitted to the shareholders, except where by law a larger vote is required. In all elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares equal, or to distribute them on the same principle among as many candidates as he shall think fit. Page 1 of 10 Section 6. Waiver and Consent The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders. ARTICLE II. BOARD OF DIRECTORS Section 1. Term of Office The directors of this Association shall hold office for one year and until their successors are duly elected and qualified. Section 2. Number As provided in the Articles of Association, the Board of this Association shall consist of not less than five nor more than twenty-five members. At any meeting of the shareholders held for the purpose of electing directors, or changing the number thereof, the number of directors may be determined by a majority of the votes cast by the shareholders in person or by proxy. Any vacancy occurring in the Board shall be filled by the remaining directors. Between meetings of the shareholders held for the purpose of electing directors, the Board by a majority vote of the full Board may increase the size of the Board by not more than four directors in any one but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board. All directors shall hold office until their successors are elected and qualified. Section 3. Regular Meetinis The organizational meeting of the Board of Directors shall be held as soon as practicable following the annual meeting of shareholders at such time and place as the Chairman or President may designate. Other regular meetings of the Board of Directors shall be held quarterly at such time and place as may be designated in the notice of the meeting. When any regular meeting of the Board falls on a holiday, the meeting shall be held on the next banking business day, unless the Board shall designate some other day. Section 4. Special Meetings Special meetings of the Board of Directors may be called by the Chairman of the Board of the Association, or at the request of three or more Directors. Notice of the time, place and purposes of such meetings shall be given by letter, by telephone, in person, by facsimile, by electronic mail or other reasonable manner to every Director. Section 5. Quorum A majority of the entire membership of the Board shall constitute a quorum of any meeting of the Board. Page 2 of 10 Section 6. Necessary Vote A majority of those Directors present and voting at any meeting of the Board of Directors shall decide each matter considered, except where otherwise required by law or the Articles or Bylaws of this Association. Section 7. Compensation Directors, excluding full-time employees of the Bank, shall receive such reasonable compensation as may be fixed from time to time by the Board of Directors. ARTICLE III. OFFICERS Section 1. Who Shall Constitute The Officers of the Association shall be a Chairman of the Board, Chief Executive Officer, a President, a Secretary, and other officers such as Vice Chairman of the Board, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Trust Officers, Assistant Trust Officers, Controller, and Assistant Controller, as the Board may appoint from time to time. The Board may choose to delegate authority to elect officers other than the Chairman, Chief Executive Officer, President, Secretary, Vice Chairman and Executive Vice Presidents, to the Chief Executive Officer or President. Any person may hold two offices. The Chief Executive Officer and the President shall at all times be members of the Board of Directors. Section 2. Term of Office All officers shall be elected for and shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board of Directors in its sole discretion to discharge any officer at any time. Section 3. Chairman of the Board The Chairman of the Board shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors. He shall, when present, preside at all meetings of the shareholders and directors and shall be ex officio a member of all committees of the Board. Section 4. Chief Executive Officer The Chief Executive Officer, who may also be the Chairman or the President, shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the Board of Directors. Page 3 of 10 Section 5. President The President shall have general executive powers and duties and shall perform such other duties as may be assigned from time to time by the board of Directors. In addition, if designated by the Board of Directors, the President shall be the Chief Executive Officer and shall have all the powers and duties of the Chief Executive Officer, including the same power to name temporarily a Chief Executive Officer to serve in the absence of the President if there is a vacancy in the position of the chairman or in the event of the absence or incapacity of the Chairman. Section 6. Vice Chairmen of the Board The Board of Directors shall have the power to elect one or more Vice Chairmen of the Board of Directors. Any such Vice Chairman of the Board shall participate in the formation of the policies of the Association and shall have such other duties as may be assigned to him from time to time by the Chairman of the Board or by the Board of Directors. Section 7. Other Officers The Secretary and all other officers appointed by the Board of Directors shall have such duties as defined by law and as may from time to time be assigned to them by the Chief Executive Officer or the Board of Directors. ARTICLE IV. COMMITTEES Section 1. Compensation Committee The duties of the Compensation Committee of the Association shall be carried out by the Compensation Committee of the financial holding company that is the parent of this Association. Section 2. Committee on Audit The duties of the Audit Committee of the Association shall be carried out by the Audit Committee of the financial holding company that is the parent of this Association. Section 3. Trust Management Committee The Board of Directors of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub -committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. All actions of the Trust Committee shall be reported to the Board of Directors. Page 4 of 10 Section 4. Other Committees The Board of Directors may appoint, from time to time, other committees for such purposes and with such powers as the Board may direct. ARTICLE V. MINUTE BOOK The organization papers of this Association, the Bylaws as revised or amended from time to time and the proceedings of all regular and special meetings of the shareholders and the directors shall be recorded in a minute book or books. All reports of committees required to be made to the Board shall be recorded in a minute book or shall be filed by the recording officer. The minutes of each meeting of the shareholders and the Board shall be signed by the recording officer. ARTICLE VI. CONVEYANCES, CONTRACTS, ETC. All transfers and conveyances of real estate, mortgages, and transfers, endorsements or assignments of stock, bonds, notes, debentures or other negotiable instruments, securities or personal property shall be signed by any elected or appointed officer. All checks, drafts, certificates of deposit and all funds of the Association held in its own or in a fiduciary capacity may be paid out by an order, draft or check bearing the manual or facsimile signature of any elected or appointed officer of the Association. All mortgage satisfactions, releases, all types of loan agreements, all routine transactional documents of the Association, and all other instruments not specifically provided for, whether to be executed in a fiduciary capacity or otherwise, may be signed on behalf of the Association by any elected or appointed officer thereof. The Secretary or any Assistant Secretary of the Association or other proper officer may execute and certify that required action or authority has been given or has taken place by resolution of the Board under this Bylaw without the necessity of further action by the Board. ARTICLE VII. SEAL The Association shall have no corporate seal. Page 5 of 10 ARTICLE VIII. INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES Section 1. General. The Association shall indemnify to the full extent permitted by and in the manner permissible under the Delaware General Corporation Law, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment), any person made, or threatened to be made, a party to any action, suit, or proceeding, whether criminal, civil, administrative, or investigative, by reason of the fact that such person (i) is or was a director, advisory director, or officer of the Association or any predecessor of the Association, or (ii) is or was a director, advisory director or officer of the Association or any predecessor of the Association and served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, advisory director, officer, partner, trustee, employee or agent at the request of the Association or any predecessor of the Association; provided, however, that the Association shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person, except for a proceeding contemplated by Section 4 of this Article VIII, only if such proceeding (or part thereof) was authorized by the Board of Directors. Section 2. Advancement of Expenses. The right to indemnification conferred in this Article VIII shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding or threatened proceeding in advance of its final disposition, such advances to be paid by the Association within 20 days after the receipt by the Association of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director, advisory director or officer in his or her capacity as a director, advisory director or officer (and not in any other capacity in which service was or is rendered by such person while a director, advisory director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking by or on behalf of such director, advisory director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director, advisory director or officer is not entitled to be indemnified under this Article VIII or otherwise. Section 3. Procedure for Indemnification. To obtain indemnification under this Article VIII, a claimant shall submit to the Association a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this Section 3, a determination, if required by applicable law, with respect to the claimant's entitlement thereto shall be made as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is Page 6 of 10 made by the claimant for a determination by Independent Counsel, (i) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less than a quorum, or by a majority vote of a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum, or (ii) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within 10 days after such determination. Section 4. Certain Remedies. If a claim under Section 1 of this Article VIII is not paid in full by the Association within thirty days after a written claim pursuant to Section 3 of this Article VIII has been received by the Association, or if a claim under Section 2 of this Article VIII is not paid in full by the Association within twenty days after a written claim pursuant to Section 2 of this Article VIII has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Association) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors or Independent Counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Association (including its Board of Directors or Independent Counsel) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Section 5. Binding Effect. If a determination shall have been made pursuant to Section 3 of this Article VIII that the claimant is entitled to indemnification, the Association shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VIII. Section 6. Validity of this Article VIII. The Association shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VIII that the procedures and presumptions of this Article VIII are not valid, binding and enforceable and shall stipulate in such proceeding that the Association is bound by all the provisions of this Article VIII. Page 7 of 10 Section 7. Nonexclusivitv, etc. The right to indemnification and the payment of expenses incurred in defending a proceeding or threatened proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, Bylaws, agreement, vote of shareholders or Disinterested Directors or otherwise. No repeal or modification of this Article VIII, or adoption of any provision inconsistent herewith shall in any way diminish or adversely affect the rights of any present or former director, advisory director, officer, employee or agent of the Association or any predecessor thereof hereunder in respect of any occurrence or matter arising, or of any claim involving allegations of acts or omissions occurring or arising, prior to any such repeal or modification. Section 8. Insurance. The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. To the extent that the Association maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to whom rights to indemnification have been granted as provided in Section 9 of this Article VIII, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent. Section 9. Indemnification of Other Persons. The Association may grant rights to indemnification, and rights to be paid by the Association the expenses incurred in defending any proceeding in advance of its final disposition, to any present or former employee or agent of the Association or any predecessor of the Association to the fullest extent of the provisions of this Article VIII with respect to the indemnification and advancement of expenses of directors, advisory directors and officers of the Association. Section 10. Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph of this Article VIII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. Page 8 of 10 Section 11. Certain Definitions. For purposes of this Article VI: (1) "Disinterested Director" means a director of the Association who is not and was not a party to the matter in respect of which indemnification is sought by the claimant. (2) "Independent Counsel" means a law firm, a member of a law firm, or an independent practitioner that is experienced in matters of corporation law and shall include any such person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Association or the claimant in an action to determine the claimant's rights under this Article VIII. Section 12. Notices. Any notice, request or other communication required or permitted to be given to the Association under this Article VIII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Association and shall be effective only upon receipt by the Secretary. Section 13. Payments Notwithstanding any other provision of this Article VIII, however, (a) any indemnification payments to an institution -affiliated party, as defined at 12 USC 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 USC 1828(k) and the associated regulations; and (b) any indemnification payments and advancement of costs and expenses to an institution -affiliated party, as defined at 12 USC 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be consistent with safe and sound banking practices. ARTICLE IX. AMENDMENTS These Bylaws, or any of them, may be added to, altered, amended or repealed by the Board at any regular or special meeting of the Board. Page 9 of 10 ARTICLE X. GOVERNING LAW This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations. October 20, 2014 Page 10 of 10 SIGNATURE IDENTIFICATION AND NONLITIGATION CERTIFICATE We, ALLAN EKBERG and CHRISTY O'FLAHERTY, the duly chosen, qualified and acting Mayor and City Clerk, respectively, of the City of Tukwila, Washington (the "City"), DO HEREBY CERTIFY that we have executed the following -described Limited Tax General Obligation Bond, 2021A (the "2021A Bond"), Limited Tax General Obligation Refunding Bond, 2021B (Taxable) (the "2021B Bond") and Limited Tax General Obligation Refunding Bond, 2021C (Taxable) (the "2021C Bond" and together with the 2021A Bond and 2021B Bond, the "Bonds") of the City. The 2021A Bond is dated June 8, 2021, is in the principal amount of $2,867,300, and is payable as set forth in Ordinance No. 2654 of the City, passed on May 17, 2021 (the "Bond Ordinance"). The 2021B Bond is dated June 8, 2021, is in the principal amount of $2,780,900, and is payable as set forth in Bond Ordinance. The 2021C Bond is dated June 8, 2021, is in the principal amount of $1,072,300, and is payable as set forth in Bond Ordinance. The Bonds bear interest on the principal balance at the interest rate provided therein. WE FURTHER CERTIFY that there is no controversy or litigation pending or to the best of our knowledge threatened affecting the issuance and delivery of the Bonds, the levy and collection of taxes and other revenue pledged to pay the principal thereof and interest thereon, the proceedings and authority under which the Bonds are issued and said taxes levied, the validity of the Bonds, the corporate existence or boundaries of the City, or the title of the present officers to their respective offices, and that no authority or proceedings for the issuance of the Bonds has or have been repealed, revoked or rescinded. DATED as of this 8th day of June, 2021. Signatures Title Mayor !� City Clerk STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day of 2021, before me, the undersigned, a Notary Public in and for the State of Wash ngton, duly commissioned and sworn, personally appeared ALLAN EKBERG, to me known to be the Mayor of the City of Tukwila, Washington, described in and who executed the within and foregoing instrument; and acknowledged to me that he signed said instrument as his free and voluntary act and deed for the uses and purposes therein mentioneQU4 !/ � r�, / O.%qR V" / Notary, ublic �[Sgal(r-6tamp]1- z AU \Coj ,� = [Printed Name] OF WPS����� My appointment expires: 1 likkm STATE OF WASHINGTON ) ) ss. COUNTY OF KIN ) On this day of , 2021, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared CHRISTY O'FLAHERTY, to me known to be the City Clerk of the City of Tukwila, Washington, described in and who executed the within and foregoing instrument; and acknowledged to me that she signed said instrument as her free and voluntary act and deed for the uses and purposes therein mentioned. Notarybli am /�7f0 `\'4"k A ,1 ,tamp] p] [Printed Name] `i0�'' My appointment expires: C ? '0 LENDER CERTIFICATE I, Catherine DeLuca, Vice President of Capital One Public Funding, LLC, Melville, New York ("COPF"), do hereby certify as follows with regard to the (a) Limited Tax General Obligation Bond, 2021A, dated June 8, 2021, in the principal amount of $2,867,300, (b) Limited Tax General Obligation Refunding Bond, 2021B (Taxable), dated June 8, 2021, in the principal amount of $2,780,900, and (c) Limited Tax General Obligation Refunding Bond, 2021C (Taxable), dated June 8, 2021, in the principal amount of $1,072,300 (collectively, the 'loan Obligation"), issued by the City of Tukwila (the 'Borrower"): 1. COPF has full power and authority to carry on its business as now conducted, deliver this Certificate and make the representations and certifications contained herein. 2. COPF is a lender that regularly extends credit to state and local governments by making loans and repayment obligations which are evidenced by obligations such as the Loan Obligation; has knowledge and experience in financial and business matters that make it capable of evaluating the Borrower, the Loan Obligation and the risks associated with the extension of credit evidenced by the Loan Obligation; has the ability to bear the economic risk of extending the credit evidenced by the Loan Obligation; and is a limited liability company controlled by a bank, and engaged in the primary business of extending credit and making loans to state and local governments and non-profit entities and has total assets in excess of $1 billion. COPF is not acting as a broker, dealer, municipal securities underwriter, municipal advisor or fiduciary in connection with its extension of credit evidenced by the Loan Obligation. 3. COPF has conducted its own investigation of the financial condition of the Borrower, the purpose for which the Loan Obligation is being executed and delivered and of the security for the payment of the principal of and interest on the Loan Obligation, and has obtained such information regarding the Loan Obligation and the Borrower and its operations, financial condition and financial prospects as COPF deems necessary to make an informed lending decision with respect to its extension of credit evidenced by the Loan Obligation. 4. COPF is extending credit to the Borrower evidenced by the Loan Obligation as a vehicle for making a commercial loan for its own loan account, with the present intention of holding the Loan Obligation to maturity or earlier prepayment, provided that COPF retains the right at any time to dispose of the Loan Obligation or any interest therein or portion thereof, but agrees that any such sale, transfer or distribution by COPF shall be made in accordance with applicable law and the provisions of the Loan Obligation and related documents to (a) an affiliate of COPF; or (b) one or more banks, insurance companies or other financial institutions. 5. COPF acknowledges that the Loan Obligation (a) has not been registered under the Securities Act of 1933, as amended, and has not been registered or otherwise qualified for sale under the securities laws of any state, (b) will not be listed on any securities exchange and (c) there is no established market for the Loan Obligation and that none is likely to develop. COPF understands and acknowledges that (i) its extension of credit evidenced by the Loan Obligation is not intended to be subject to the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended and (ii) in connection with its extension of credit evidenced by the Loan Obligation, the Borrower has not prepared or caused to be prepared, any official statement, private placement memorandum or other offering document. 6. COPF is acting solely for its own loan account and not as a fiduciary for the Borrower or in the capacity of broker, dealer, placement agent, municipal securities underwriter, municipal advisor or fiduciary. It has not provided, and will not provide, financial, legal (including securities law), tax, accounting or other advice to or on behalf of the Borrower (including to any financial advisor or any placement agent engaged by the Borrower) with respect to the structuring, or delivery of the Loan Obligation. COPF has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Borrower with respect to the transactions relating to the structuring, or delivery of the Loan Obligation and the discussions, undertakings and procedures leading thereto. Each of the Borrower and its financial advisor has sought and shall seek and obtain financial, legal (including securities law), tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters and compliance with legal requirements applicable to such parties) with respect to the Loan Obligation from its own financial, legal, tax and other advisors (and not from the undersigned or its affiliates) to the extent that the Borrower or its financial advisor desires, should or needs to obtain such advice. The undersigned expresses no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to any other party, including but not limited to the Borrower's financial advisor, or the correctness of any legal interpretation made by counsel to any other party, including but not limited to counsel to the Borrower's financial advisor, with respect to any such matters. The transactions between the Borrower and COPF are arm's length, commercial transactions in which COPF is acting and has acted solely as a principal and for its own interest and COPF has not made recommendations to the Borrower with respect to the transactions relating to the Loan Obligation. DATED this 8th day of June, 2021. CAPITAL ONE PUBLIC FUNDING, LLC By: pgullcl�-, Name: Catherine DeLuca Title: Vice President 2 Attachment 1 Related Correspondence (attached) • � 1Public Funding June 3, 2021 City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Re: City of Tukwila, Washington $2,867,300 Limited Tax General Obligation Bond, 2021A $2,780,900 Limited Tax General Obligation Refunding Bond, 2021B (Taxable) $1,072,300 Limited Tax General Obligation Refunding Bond, 2021C (Taxable) Ladies and Gentlemen: Thank you for selecting Capital One Public Funding, LLC ("COPF") as your financing source. We are delivering this letter to describe our role in the above -referenced financings (collectively, the "Loan") and to assist with documenting certain aspects of the transaction. COPF is not undertaking to act as a municipal advisor to you or any other person within the meaning of Section 15B of the Securities Exchange Act of 1934 and the municipal advisor rules of the Securities and Exchange Commission (Rule 15Ba1-1 et seq.). We have no fiduciary duty to you or to any other person in connection with this transaction and intend only to enter into an arms -length transaction involving extending credit to you through the direct funding of the Loan. We understand that you will consult with and rely on the advice of your own municipal, financial, tax, legal and other advisors as you deem appropriate in connection with this transaction. All direct or indirect communications you have or will receive from us regarding this transaction consist solely of general information or the terms under which COPF may be willing to fund the Loan for COPF's own account. COPF is not recommending that you take an action with respect to this information, and you should discuss this information with such financial, tax, legal and other advisors as you deem appropriate. If you are represented by an advisor who is registered as a municipal advisor with the SEC and the Municipal Securities Rulemaking Board, please disclose the name of your advisor in the space provided in the attached representation letter (Attachment 1) and return the signed letter via e-mail to our counsel, Gilmore & Bell, P.C. (e-mail: iiackson@gilmorebell.com). In addition, we have attached to this letter the form of Lender Certificate (Attachment 2), which further describes our role in this transaction. We intend to execute and deliver the Lender Certificate at closing. Please let us know if you, your advisors or your counsel would like to further discuss these documentation matters or if you have any questions about our role. Thank you again for doing business with us. We look forward to working with you. Sincerely, CAPITAL ONE PUBLIC FUNDING, LLC Attachment 1 REPRESENTATION LETTER June 8, 2021 Capital One Public Funding, LLC 1307 Walt Whitman Road, V Floor Melville, New York 11747 Attention: Maryann Santos Re: Independent Registered Municipal Advisor Representation Dear Ms. Santos: We are writing to provide you with certain representations pursuant to Rule 1513a1-1 (the "Municipal Advisor Rule") of the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent registered municipal advisor. Pursuant to paragraph (d)(3)(vi)(B) of the Municipal Advisor Rule, we hereby represent to you that we are represented by, and will rely on the advice of, PFM Financial Advisors LLC (the "Advisor") on all matters relating to issuances of municipal securities and municipal financial products (as such terms are defined in the Municipal Advisor Rule and the Act). As used in the preceding sentence, "rely on" means that we will seek and consider, though not necessarily follow, the advice, analysis, and perspective of the Advisor. You may rely on this representation letter until such time as you receive notice from us. Sincerely, 10IM901211L' AT 1U1 By Its Attachment 2 FORM OF LENDER CERTIFICATE I, Catherine DeLuca, Vice President of Capital One Public Funding, LLC, Melville, New York ("COPF"), do hereby certify as follows with regard to the (a) Limited Tax General Obligation Bond, 2021A, dated June 8, 2021, in the principal amount of $2,867,300, (b) Limited Tax General Obligation Refunding Bond, 2021B (Taxable), dated June 8, 2021, in the principal amount of $2,780,900, and (c) Limited Tax General Obligation Refunding Bond, 2021C (Taxable), dated June 8, 2021, in the principal amount of $1,072,300 (collectively, the "Loan Obligation"), issued by the City of Tukwila (the "Borrower"): 1. COPF has full power and authority to carry on its business as now conducted, deliver this Certificate and make the representations and certifications contained herein. 2. COPF is a lender that regularly extends credit to state and local governments by making loans and repayment obligations which are evidenced by obligations such as the Loan Obligation; has knowledge and experience in financial and business matters that make it capable of evaluating the Borrower, the Loan Obligation and the risks associated with the extension of credit evidenced by the Loan Obligation; has the ability to bear the economic risk of extending the credit evidenced by the Loan Obligation; and is a limited liability company controlled by a bank, and engaged in the primary business of extending credit and making loans to state and local governments and non-profit entities and has total assets in excess of $1 billion. COPF is not acting as a broker, dealer, municipal securities underwriter, municipal advisor or fiduciary in connection with its extension of credit evidenced by the Loan Obligation. 3. COPF has conducted its own investigation of the financial condition of the Borrower, the purpose for which the Loan Obligation is being executed and delivered and of the security for the payment of the principal of and interest on the Loan Obligation, and has obtained such information regarding the Loan Obligation and the Borrower and its operations, financial condition and financial prospects as COPF deems necessary to make an informed lending decision with respect to its extension of credit evidenced by the Loan Obligation. 4. COPF is extending credit to the Borrower evidenced by the Loan Obligation as a vehicle for making a commercial loan for its own loan account, with the present intention of holding the Loan Obligation to maturity or earlier prepayment, provided that COPF retains the right at any time to dispose of the Loan Obligation or any interest therein or portion thereof, but agrees that any such sale, transfer or distribution by COPF shall be made in accordance with applicable law and the provisions of the Loan Obligation and related documents to (a) an affiliate of COPF; or (b) one or more banks, insurance companies or other financial institutions. 5. COPF acknowledges that the Loan Obligation (a) has not been registered under the Securities Act of 1933, as amended, and has not been registered or otherwise qualified for sale under the securities laws of any state, (b) will not be listed on any securities exchange and (c) there is no established market for the Loan Obligation and that none is likely to develop. COPF understands and acknowledges that (i) its extension of credit evidenced by the Loan Obligation is not intended to be subject to the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended and (ii) in connection with its extension of credit evidenced by the Loan Obligation, the Borrower has not prepared or caused to be prepared, any official statement, private placement memorandum or other offering document. 6. COPF is acting solely for its own loan account and not as a fiduciary for the Borrower or in the capacity of broker, dealer, placement agent, municipal securities underwriter, municipal advisor or fiduciary. It has not provided, and will not provide, financial, legal (including securities law), tax, accounting or other advice to or on behalf of the Borrower (including to any financial advisor or any placement agent engaged by the Borrower) with respect to the structuring, or delivery of the Loan Obligation. COPF has no fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to the Borrower with respect to the transactions relating to the structuring, or delivery of the Loan Obligation and the discussions, undertakings and procedures leading thereto. Each of the Borrower, its financial advisor and its placement agent has sought and shall seek and obtain financial, legal (including securities law), tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters and compliance with legal requirements applicable to such parties) with respect to the Loan Obligation from its own financial, legal, tax and other advisors (and not from the undersigned or its affiliates) to the extent that the Borrower, its financial advisor or its placement agent desires, should or needs to obtain such advice. The undersigned expresses no view regarding the legal sufficiency of its representations for purposes of compliance with any legal requirements applicable to any other party, including but not limited to the Borrower's financial advisor or placement agent, or the correctness of any legal interpretation made by counsel to any other party, including but not limited to counsel to the Borrower's financial advisor or placement agent, with respect to any such matters. The transactions between the Borrower and COPF are arm's length, commercial transactions in which COPF is acting and has acted solely as a principal and for its own interest and COPF has not made recommendations to the Borrower with respect to the transactions relating to the Loan Obligation. DATED this 8th day of June, 2021. CAPITAL ONE PUBLIC FUNDING, LLC By: Name: Catherine DeLuca Title: Vice President Attachment 2 Representation Letter of the City regarding Municipal Advisor Representation (attached) Attachment 1 REPRESENTATION LETTER June 8, 2021 Capital One Public Funding, LLC 1307 Walt Whitman Road, 3rd Floor Melville, New York 11747 Attention: Maryann Santos Re: Independent Registered Municipal Advisor Representation Dear Ms. Santos: We are writing to provide you with certain representations pursuant to Rule 1513a1-1 (the "Municipal Advisor Rule") of the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent registered municipal advisor. Pursuant to paragraph (d)(3)(vi)(B) of the Municipal Advisor Rule, we hereby represent to you that we are represented by, and will rely on the advice of, PFM Financial Advisors LLC (the "Advisor") on all matters relating to issuances of municipal securities and municipal financial products (as such terms are defined in the Municipal Advisor Rule and the Act). As used in the preceding sentence, "rely on" means that we will seek and consider, though not necessarily follow, the advice, analysis, and perspective of the Advisor. You may rely on this representation until December 31, 2021 or until such time as you receive notice from us, whichever is earlier. Sincerely, CIT By Its Mayor $2,867,300 CITY OF TUKWILA, WASHINGTON LIMITED TAX GENERAL OBLIGATION BOND, 2021A FEDERAL TAX CERTIFICATE I, the undersigned, am the duly chosen, qualified and acting Finance Director of the City of Tukwila, Washington (the "Issuer"), and am one of the officers of the Issuer duly charged (by ordinance of the governing body of the Issuer), with others, with the responsibility of issuing the above -referenced bond (the "Bond"), on the date hereof. I am familiar with the facts certified herein and I am duly authorized to execute and deliver this Certificate on behalf of the Issuer. I hereby certify and covenant in good faith on behalf of the Issuer on this 8th day of June, 2021 (the "Issue Date"), as follows: Part A: General 1. Reliance by Bond Counsel. I understand and agree that the facts, representations and covenants in this Certificate will be relied upon by Pacifica Law Group LLP, bond counsel, in expressing the opinion that the interest on the Bond is excludable from gross income for Federal income tax purposes. 2. Code and Reizulations. The Bond is subject to the provisions of Sections 103, 141, 148, 149 and 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the related Treasury Regulations (the "Regulations"). These provisions of the Code and Regulations impose restrictions on the use of bond -financed facilities and on the investment of bond proceeds. The Issuer acknowledges its responsibility to set forth herein all facts and other matters relevant to the determination of whether the Bond is in compliance with relevant provisions of the Code and the Regulations, and acknowledges that if such facts are incorrect, the Bond may be invalid or the interest on the Bond may not be tax exempt. 3. Defined Terms. The Bond is being issued pursuant to Ordinance No. 2654 passed by the governing body of the Issuer on May 17, 2021, authorizing the issuance and sale of the Bond (the "Bond Ordinance"). All terms defined in the Code or Regulations will have the same meanings as given to those terms in the Code and Regulations unless the context clearly requires otherwise. Any additional capitalized terms used but not defined in this Certificate will have the same meanings as given to those terms in the Bond Ordinance. 4. Purpose of Financing. The Bond is being issued for the primary purpose of financing all or a portion of certain capital improvements (the "Project") described in Exhibit A that is attached to this Certificate and incorporated herein. 5. Reasonable Expectations; Exhibits. The facts and estimates set forth in this Certificate are accurate, and the expectations set forth in this Certificate are reasonable in light of such facts and estimates. There are no other facts or estimates that would materially change such expectations. I have, to the extent necessary, reviewed the certifications in this Certificate with other representatives of the Issuer as to their accuracy and reasonableness. I have also relied, to the extent appropriate, on representations set forth in the following exhibits that are attached to this Certificate and incorporated herein: Exhibit B — Issue Price Certificate Exhibit C — Certificate of Municipal Advisor I am aware of no fact, estimate or circumstance that would create any doubt regarding the accuracy or reasonableness of all or any portion of such documents. 6. Confirmation of Covenants. The Issuer has made certain covenants with respect to the tax exemption of the Bond in Section 8 of the Bond Ordinance (the "Tax Covenants"). The Issuer acknowledges that if the Tax Covenants are not complied with, interest on the Bond may become taxable in the future, either at that time or with retroactive effect back to the date of issuance of the Bond. Certain of the Tax Covenants in the Bond Ordinance and in this Certificate will survive payment in full or defeasance of the Bond. 7. Qualification of the Issuer. The Issuer is a political subdivision of the State of Washington (the "State"), duly organized and existing as a municipal corporation with the power of taxation under the laws of the State, including Article XI of the Washington State Constitution. 8. Small Issuer Exemption from Bank Nondeductibility Restriction. The Issuer hereby designates the Bond for purposes of paragraph (3) of section 265(b) of the Code and represents that not more than $10,000,000 aggregate principal amount of obligations the interest on which is excludable (under section 103(a) of the Code) from gross income for federal income tax purposes (excluding (i) private activity bonds, as defined in section 141 of the Code, except qualified 501(c)(3) bonds as defined in section 145 of the Code and (ii) current refunding obligations to the extent the amount of the refunding obligation does not exceed the outstanding amount of the refunded obligation), including the Bond (together, the "Bank Qualified Bonds"), has been or will be issued by the Issuer, including all subordinate entities of the Issuer, during the calendar year 2021. The Issuer has not issued and does not expect to issue any Bank Qualified Bonds other than the Bond in 2021. Part B: Issue; Sale Proceeds 1. Bond Terms. The Bond will be dated as of and issued on the Issue Date and bear interest from the Issue Date, payable semiannually on each June 1 and December 1, beginning on December 1, 2021. The Bond will mature on December 1, 2031 and will be payable in the years and amounts, and bear interest at the rate as set forth in the Schedules prepared in connection with the issuance of the Bond. 2. Net Sale Proceeds. The Bond was sold to Capital One Public Funding, LLC (the "Lender") on the Issue Date at a price of par, as follows: Face Amount of Bond $ 2,867,300 Net Sale Proceeds of Bond $ 2,867,300 -2- Tax Certificate Tukwila LTGO 2021 The Bond is being delivered on this date in exchange for good funds. 3. Use of Sale Proceeds. The Issuer expects to use the Net Sale Proceeds of the Bond as follows: Issuance Costs $17,279.32 Capitalized Interest 20.68 Costs of the Project 2,850,000.00 Total Net Sale Proceeds $2,867,300.00 Earnings on the Bond proceeds are expected to be used for the above purposes or for payment of debt service on the Bond, as described in Part D. 4. No Refunding. No portion of the receipts derived from the sale of the Bond will be used to pay the principal of or interest on another issue of governmental obligations. 5. No Aggregated Issues. No tax-exempt obligations of the Issuer have been sold within 15 days before or after the Sale Date that will be paid from substantially the same source of funds as the Bond (excluding guarantees from unrelated parties). 6. No Pooled Financing. No portion of the purchase price of any of the Bond is being provided by the issuance of any other obligations of the Issuer or any other governmental entity. The Bond proceeds will not be loaned to any governmental entity. Part C: Private Activity and Other Project Limitations 1. Expectations Regarding Project Use for Life of Bond. The Issuer reasonably expects to use the Project for governmental purposes of the Issuer during the entire term of the Bond. 2. Private Uses of Project. Part II of Exhibit A describes the Issuer's reasonable expectations regarding: a. each use to be made of the Project by any private person or entity (that is, any entity other than (i) the Issuer, (ii) other state or local governmental entities, or (iii) members of the public generally), and b. all payments (if any) directly or indirectly in respect of any use to be made of the Project by any private person or entity, which are to be made after the Issue Date. The Issuer does not expect (i) any private business use that is not related to a use of the Project for governmental purposes or (ii) private business use that is related to such governmental purposes but is greater than governmental purposes financed with the Bond. 3. No Private Loans. No portion of the Bond proceeds will be used, directly or indirectly, to make or finance a loan to any person (other than a State or local government unit). -3- Tax Certificate Tukwila LTGO 2021 4. Reimbursement. No portion of the Bond proceeds will be used for reimbursement of expenditures paid by the Issuer prior to the Issue Date except for (i) expenditures paid for costs of issuance of the Bond, (ii) amounts not in excess of the lesser of $100,000 or 5% of the Bond proceeds, (iii) preliminary capital expenditures (such as architectural, engineering surveying, soil testing and similar costs incurred before commencement of acquisition or construction of the Project) that do not exceed 20% of the issue price of the Bond, and (iv) capital expenditures that (A) were paid no earlier than 60 days before the date of the adoption by the Issuer of a declaration of intent (a "Reimbursement Declaration") to reimburse such expenditures from the proceeds of obligations, and (B) are reimbursed no later than three years after the later of the date the expenditure was paid or the date the Project is placed in service. The Reimbursement Declaration was not declared as a matter of course, and is not in an amount substantially in excess of the amount expected to be necessary for the Project. Proceeds (if any) used for reimbursement of expenditures will be deposited in the general funds of the Issuer and will not be used to replace funds of the Issuer to be used to refund debt of the Issuer, to create a sinking or pledged fund for such debt or the Bond or otherwise to create replacement proceeds for such debt or for the Bond. 5. Qualified Equity. The Issuer expects to contribute approximately $7,150,000 (the "Qualified Equity") for costs of the Project, consisting of proceeds of obligations that are not tax -advantaged obligations or funds that are not derived from proceeds of a borrowing. The Qualified Equity will pay for capital expenditures of the Project on a date that is no earlier than the date such expenditures would be eligible for reimbursement as described in Section 1.150- 2(d)(2) of the Regulations and no later than the date the Project is placed in service (except for a reasonable retainage not exceeding 5% or as otherwise permitted under guidance from the Internal Revenue Service). 6. Costs of Proiect. The total cost of the Project is anticipated to be approximately $9,000,000. Any costs of the Project not financed out of sale or investment proceeds of the Bond will be financed out of the Issuer's available funds, including the Qualified Equity. Part D: Flow of Funds; Temporary Periods 1. Flow of Funds. The Bond Ordinance creates the "Debt Service Fund" and the "Project Fund," which are described in more detail below. The Debt Service Fund and the Project Fund are held by the Issuer pursuant to the terms of the Bond Ordinance. 2. Issuance Costs. Bond proceeds in the amount of $17,279.32 will be deposited in the Project Fund and expended for payment of legal fees, Lender fees, Municipal Advisor fees, printing costs and other costs incurred in connection with the issuance of the Bond and will be fully expended promptly upon receipt of invoices. Any amounts remaining after 60 days or payment of all issuance costs will be retained in the Project Fund and used for the purposes thereof. 3. Proiect Fund. a. Capital Expenditures. Other than amounts spending on issuance costs, all expenditures from the Project Fund will be for (i) costs that are chargeable to the capital -4- Tax Certificate Tukwila LTGO 2021 accounts of the Project and (ii) interest on the Bond in an amount that does not exceed the interest on the Bond for the period that commences on the Issue Date and ends on the later of (A) the date that is 3 years from the Issue Date or (B) the date that is 1 year after the date on which the Project is placed in service; however, up to 5% of the Sale Proceeds of the Bond may be spent on working capital costs directly related to the Project. b. Completion of Project. The Issuer has entered into a contract or contracts with respect to the Project constituting a substantial binding obligation of the Issuer to a third party to expend at least 5% of the Net Sale Proceeds of the Bond (as shown above). Not less than 85% of the Net Sale Proceeds will be spent within 3 years of the Issue Date. The Issuer will proceed with due diligence to complete the Project and to allocate the Bond proceeds to expenditures for the Project. Completion is expected by December, 2021. Exhibit A contains a schedule of reasonably expected expenditures of proceeds of the Bond from the Project Fund for costs of the Project (the "Draw Down Schedule"). The Issuer has documentation (e.g., architectural and engineering reports, plans and drawings, agreements and contracts) supporting its expectations regarding the expenditures set forth in the Draw Down Schedule. C. Investment of Project Fund. Amounts deposited in the Project Fund will be invested without yield restrictions for the period from the Issue Date to the date that is 3 years after the Issue Date unless earlier expended (the "3 -year Temporary Period"). Interest earnings and gains resulting from investment of the Project Fund will be retained in that Fund and used for the payment of costs of the Project. Proceeds of the Bond and any interest earnings and gains remaining in the Project Fund following the 3 -year Temporary Period will be invested at a yield not in excess of the yield of the Bond or yield reduction payments will be made with respect to such investment. Amounts, if any, remaining in the Project Fund upon completion of the Project will be retained in the Project Fund and used for capital expenditures in furtherance of the governmental purposes of the Issuer or transferred to the Bond Fund and used for payment of debt service on the Bond, as directed by the Issuer. 4. Pledge of Revenues; General Fund. The Issuer has pledged the receipts from certain levies of ad valorem property taxes and other available revenues (the "Revenues") to the payment of debt service on the Bond. The Issuer expects that the Revenues will be sufficient each year to pay debt service. Upon receipt, the Revenues will be deposited in the general funds (the "General Fund") of the Issuer. Amounts in the General Fund may be used for any lawful purposes of the Issuer. While on deposit in the General Fund, there is no assurance that the Revenues will be available for the payment of debt service on the Bond if the Issuer encounters financial difficulties. The Revenues, and other amounts in the General Fund, may be invested without yield restrictions. 5. Debt Service Fund. The Issuer will transfer Revenues from its General Fund to the Debt Service Fund when required for payment of debt service on the Bond. The Debt Service Fund has been established primarily to achieve a proper matching of Revenues and debt service due on the Bond during each year that the Bond is outstanding. Amounts deposited in the Debt -5- Tax Certificate Tukwila LTGO 2021 Service Fund will be spent within 13 months of the date of deposit, and the Debt Service Fund will be depleted at least once a year except for a reasonable carryover amount not in excess of the greater of earnings on said Fund during the preceding bond year for the Bond or 1/12th of debt service on the Bond during the preceding bond year for the Bond. Amounts in the Debt Service Fund will be invested without yield restrictions. Interest earnings and gains resulting from investment of the Debt Service Fund will be retained in the Debt Service Fund and used for the payment of debt service on the Bond. No Reserve Fund. No debt service reserve fund has been established with respect to the Bond. 7. Minor Portion. The Issuer does not expect to invest any proceeds of the Bond at a yield which is higher than the yield on the Bond if such amounts are subject to yield restriction under the Code; however, under the Code, the Issuer may invest a Minor Portion of otherwise restricted amounts at an unrestricted yield. The Minor Portion is an amount not to exceed in the aggregate the lesser of $100,000 or 5% of the Sale Proceeds of the Bond. Part E: Other Replacement Proceeds 1. No Other Pledged Amounts or Investment -Type Property. Except as described herein, no amounts have been pledged to, or are reasonably expected to be used directly or indirectly to pay, principal or interest on the Bond, nor are there any amounts that have been reserved or otherwise set aside such that there is a reasonable assurance that such amounts will be available to pay principal or interest on the Bond. 2. No Negative Pledges. There are no amounts held under any agreement requiring the maintenance of amounts at a particular level for the direct or indirect benefit of the owners of the Bond or any guarantor of the Bond, excluding for this purpose amounts in which the Issuer may grant rights that are superior to the rights of the owners of the Bond or any guarantor of the Bond and amounts that do not exceed reasonable needs for which they are maintained and as to which the required level is tested no more frequently than every 6 months and the amount may be spent without any substantial restriction other than a requirement to replenish the amount by the next testing date. 3. No Other Replacement Proceeds. There are no amounts not described herein that have a sufficiently direct nexus to the Bond or to the Project to conclude that the amounts would have been used for debt service on the Bond or for the Project if the Bond proceeds were not being used for those purposes. 4. Safe Harbor. The weighted average maturity of the Bond (6.1195 years) does not exceed 120% of the average reasonably expected economic life of the Project (20 years x 120% = 24 years). The weighted average maturity of the Bond was computed by the Municipal Advisor as set forth in Exhibit C. The average reasonably expected economic life of the Project was determined in accordance with Section 147(b) of the Code. W Tax Certificate Tukwila LTGO 2021 Part F: Yield 1. Yield of the Bond. The Municipal Advisor has computed that the yield of the Bond is 1.7000%. The yield is the discount rate that, when used in computing the present value of all principal and interest payments to be made on the Bond from the date of issuance, to maturity, produces an amount equal to the aggregate Issue Price of $2,867,300.00 (being the face amount of the Bond). The Lender has made certain representations regarding the Issue Price of the Bond in Exhibit B. 2. No Hedge Contracts. The Issuer has not entered into, and does not reasonably expect to enter into, a hedge contract primarily for the purpose of reducing the Issuer's risk of interest rate changes with respect to the Bond. 3. Yield on Investments. The yield on investments acquired with proceeds of the Bond will be calculated in an identical manner and by use of the same frequency interval of compounding interest used to calculate the yield on the Bond. For certain investments subject to yield restriction, the Issuer may make yield reduction payments to the federal government under Section 148 of the Code and such payments will be treated as a payment for that investment that reduces the yield on that investment. Part G: Compliance with Rebate 1. Bond Year for the Bond. The Issuer selects each period from December 2 through December 1 of the following calendar year as the bond years for the Bond, except that the first bond year will commence on the Issue Date and the last bond year will end on the date of payment of the Bond in full. 2. Exemption from Rebate Requirement. The Issuer is a governmental unit with the power to impose taxes of general applicability which, when collected, may be used for general purposes of the Issuer; the Bonds are not private activity bonds within the meaning of section 141 of the Code, and 95% of the Net Sale Proceeds of the Bonds are to be used for local governmental activities of the Issuer. The aggregate face amount (or, issue prices, in the case of issues with a net original issue discount or net original issue premium in excess of 2% of the principal amount of the issue) of all tax-exempt obligations (other than private activity bonds as defined in section 141 of the Code) issued by the Issuer, including all subordinate entities of the Issuer and all entities which may issue obligations on behalf of the Issuer, during 2021, is not reasonably expected to exceed $5,000,000, excluding, however, that portion of current refunding obligations having a principal amount not in excess of the principal amount of the refunded obligation. By reason of the statements set forth in this subparagraph, the Issuer will not rebate excess investment earnings, if any, to the federal government. Part H: No Abusive Devices; Other Requirements 1. No Abusive Arbitrage Device. The issuance of the Bond does not exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage and does not overburden the tax-exempt bond market in that the Issuer is not issuing more Bond, issuing the Bond earlier, or allowing the Bond to remain outstanding longer than is otherwise reasonably necessary to accomplish the governmental purposes of the Bond. -7- Tax Certificate Tukwila LTGO 2021 2. No Hedge Bond. At least 85% of the Net Sale Proceeds will be used to carry out the governmental purposes of the Bond within 3 years of the Issue Date, and not more than 50% of the Bond proceeds, if any, are invested in investments having a substantially guaranteed yield for 4 or more years. 3. No Federal Guarantee. No portion of the debt service on the Bond is being guaranteed, directly or indirectly, by the United States or any agency or instrumentality of the United States and no proceeds of the Bond will be invested in federally insured accounts. A federal guarantee will not be deemed to arise if proceeds are invested during a temporary period or as part of a bona fide debt service fund or if invested in United States Treasury obligations. 4. Form 8038-G. I have examined the completed Form 8038-G, Information Return for Tax -Exempt Governmental Obligations, and to the best of my knowledge and belief, it is true, correct, and complete. Part I: Allocation and Accounting 1. General. The Issuer will use a consistently applied accounting method to account for investments and expenditures of proceeds of the Bond. Allocations of Bond proceeds to expenditures will be made only with respect to a current outlay of cash for the expenditures. No proceeds of the Bond will be allocated to any expenditure to which proceeds of any other obligations have been allocated. 2. Final Allocation. The Issuer will identify any deviations in the Project financed from the description in Exhibit A, confirm the amount of Qualified Equity allocated to the Project, and allocate proceeds of the Bond to expenditures with respect to the Project no later than 18 months after the later of the date the expenditure is paid or the date the Project is placed in service. In the event allocations of Bond proceeds to expenditures are not made within 60 days after the date that is 5 years after the Issue Date, the Issuer acknowledges that the Internal Revenue Service may apply a specific tracing accounting method to account for investment and expenditures of proceeds of the Bond. 3. No Commingled Funds. The Issuer expects to invest all proceeds of the Bond in segregated accounts or within a commingled fund where Bond proceeds are invested and accounted for separately. If any Bond proceeds are invested commingled accounts that are invested and accounted for collectively, all payments and receipts of any investments will be allocated based on a consistently applied, reasonably ratable allocation method in accordance with Section 1.148-6(e) of the Regulations. 4. Books and Records. The Issuer will maintain books and records relating to the Tax Covenants and the representations and certifications set forth herein until 3 years after the date of retirement or redemption of the Bond. Such records include, but are not limited to, documents (i) establishing the accounting method used, (ii) accounting for all investments of proceeds of the Bond, (iii) establishing compliance with rebate requirements, (iv) substantiating the allocation of proceeds of the Bond to expenditures, and (v) tracking the use of the Project. 5. Written Procedures. The Issuer has implemented the practices and procedures (the "Written Procedures") set forth in Exhibit D in order to assure that the Bond proceeds are -8- Tax Certificate Tukwila LTGO 2021 used in such a manner so as not to violate the provisions of the Code and the applicable Regulations and to take remedial actions in the event of a violation. These Written Procedures generally account for and monitor (i) the expenditure and investment of Bond proceeds, (ii) the use of the Project financed with the Bond proceeds, and (iii) any changes in the underlying structure of the Bond financing. 6. Amendment. This Tax Certificate may be amended or supplemented to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bond without consent of the holder of the Bond. [signature page follows] M Tax Certificate Tukwila LTGO 2021 On the basis of the foregoing, it is not expected that the Bond proceeds will be used in a manner that would cause the Bond to be a private activity bond under Section 141 of the Code or to be an arbitrage bond under Section 148 of the Code and applicable Regulations. Dated as of the Issue Date. CITY OF TUKWILA -10- Tax Certificate Tukwila LTGO 2021 V y Carlsen, Finance Director Schedule of Exhibits Exhibit A — I. Description of Project II. Description of Private Use III. Schedule of Expected Expenditures Exhibit B — Issue Price Certificate Exhibit C — Certificate of the Municipal Advisor Exhibit D — Written Procedures -11- -r i -',C* � m 1 •1 r conn'InII Exhibit A PART I. Description of Project Bond proceeds will finance the construction of a public works facility on land previously purchased by the Issuer. PART II. Description of Private Use A. Describe each use to be made of the Project by any private person or entity (that is, any entity other than (i) the Issuer, (ii) other State or local governmental entities, or (iii) members of the general public), applying the following rules: (A) any activity carried on by a person other than a natural person or a state or local governmental unit will be treated as a trade or business of a nongovernmental person; (B) the use of all or any portion of the Project is treated as the direct use of proceeds; (C) a nongovernmental person will be treated as a private business user of proceeds of the Bond as a result of ownership, actual or beneficial use pursuant to a lease, or a management or incentive payment contract, or certain other arrangements such as a take -or -pay or other output -type contract; and (D) the private business use test is met if a nongovernmental person has special legal entitlements to use directly or indirectly the Project. If the Project is not available for general public use, describe any special economic benefit from the Project to any nongovernmental persons. None B. Payments to be made on or after the Issue Date with respect to the private uses described above. None A-1 Tax Certificate Tukwila LTGO 20214853-0141-4636 v.l Exhibit A (continued) PART III. Schedule of Expected Expenditures The table below lists all reasonably expected expenditures of the Bond proceeds deposited in the Project Fund (including investment earnings to the extent those earnings remain on deposit in the Project Fund). The Issuer reasonably expects that all Bond proceeds will be spent within 3 years after the Issue Date. On the Issue Date, the Issuer does not expect to reimburse any prior expenditures from proceeds of the Bond. Public Works Shops Project Projected Cash Flow* Paid to Date through Q2 Actual and Projected: $1.9 Million Projected Q3 $3.9 Million Projected Q4 $2.8 Million Projected Q1 of 2022 $0.5 Million *Includes Bond proceeds and Qualified Equity, including general revenues and utility revenues, to be expended on the Project. Bond proceeds will be expended prior to general fund revenues. A-2 EXHIBIT B ISSUE PRICE CERTIFICATE The undersigned duly authorized representative of Capital One Public Funding, LLC (the "Lender") hereby certifies in good faith as of the issue date for the Bond that: 1. The Lender is extending credit evidenced by its purchase of the Bond in the amount of $2,867,300.00, equal to the par amount of the Bond. The Bond is not being issued in exchange for property. 2. The Lender is not acting as an Underwriter with respect to the Bond. The Lender has no present intention to sell, reoffer, or otherwise dispose of the Bond (or any portion of the Bond or any interest in the Bond). The Lender has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Bond, and the Lender has not agreed with the Issuer pursuant to a written agreement to sell the Bond to persons other than the Lender or a related party to the Lender. Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this certificate generally means any two or more persons who have greater than 50% common ownership, directly or indirectly. Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bond to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bond to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bond to the Public). No loan fees will be paid to the Lender on the Issue Date of the Bond. The Issuer may rely on the statements made herein in connection with making the representations set forth in the Federal Tax Certificate and in its efforts to comply with the conditions imposed by the Code on the exclusion of interest on the Bond from the gross income of its owners. Bond Counsel also may rely on this certificate for purposes of its opinion regarding the treatment of interest on the Bond as excludable from gross income for federal income tax purposes. We acknowledge that Bond Counsel's opinion applies to amounts properly treated as interest on the Bond and does not apply to fees, charges or contingent payments that may be paid with respect to the Bond. In addition, we acknowledge that if the terms of the Bond are modified after the Issue Date, such modification may result in a reissuance which could have an adverse effect on the tax-exempt status of the Bond. Capitalized terms used but not defined herein have the meanings given those terms in the Federal Tax Certificate. I: Dated: June 8, 2021 I' -►W CAPITAL ONE PUBLIC FUNDING, LLC By: OAXAIZ4, 49tt� Name: Catherine DeLuca Title: Vice President EXHIBIT C CERTIFICATE OF MUNICIPAL ADVISOR I, the undersigned representative of the Municipal Advisor, make this certificate for the benefit of all persons interested in the exclusion from gross income for federal income tax purposes of the interest on the Bond. Each capitalized term used herein has the meaning specified for such term in the Federal Tax Certificate to which this Exhibit C is attached (the "Federal Tax Certificate"). I hereby certify as follows as of the Issue Date: 1. I am the duly chosen, qualified and acting representative of the Municipal Advisor; as such, I am familiar with the facts herein certified and I am duly authorized to execute and deliver this certificate on behalf of the Municipal Advisor. The Municipal Advisor has worked with representatives of the Issuer in structuring the financial terms of the Bond. 2. The Municipal Advisor has worked closely with representatives of the Issuer in structuring the financial terms of the Bond. To the best of the Municipal Advisor's knowledge, which was acquired in the course of structuring the Bond on behalf of the Issuer, (i) the Bond was not structured to take advantage of the difference between tax exempt and taxable rates except as identified in the Federal Tax Certificate with respect to permissible investments subject to arbitrage rebate, and (ii) the Bond was not issued earlier, in a greater amount, with reserves or sinking funds larger, or with a maturity longer than was reasonably necessary to finance the project financed by the Bond. 3. As shown on the Schedules, the yield on the Bond has been calculated to be 1.7000%. For purposes of this certificate, we have computed yield as the discount rate that, when used in computing the present value of all principal and interest payments to be made on the Bond from the date of issuance, to maturity, produces an amount equal to the aggregate Issue Price. 4. As shown on the attached Schedules, the weighted average maturity of the Bond is 6.1195 years. For purposes of this certificate, the weighted average maturity of the Bond is the sum of the products of the issue price of each maturity and the number of years to maturity (determined taking into account mandatory redemptions), divided by the aggregate issue price of the Bond. To the extent that we provided the Issuer and Pacifica Law Group LLP ("Bond Counsel") with certain computations that show a bond yield, issue price, weighted average maturity and certain other information with respect to the Bond, these computations are provided for informational purposes and are based on our understanding of directions that we have received from Bond Counsel regarding interpretation of the applicable law. We express no view regarding the legal sufficiency of any such computations or the correctness of any legal interpretation made by Bond Counsel. The Issuer may rely on the statements made herein in connection with making the representations set forth in the Certificate and in its efforts to comply with the conditions imposed by the Code on the exclusion of interest on the Bond from the gross income of their C-1 owners. Bond Counsel also may rely on this certificate for purposes of its opinion regarding the treatment of interest on the Bond as excludable from gross income for federal income tax purposes. PFM Financial Advisors LLC Name: Michael B tj a ger Title: Managing Director Date: June 8, 2021 C-2 Schedules to Exhibit C C-3 Dated Date 0610612021 Delivery Date 0610812021 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Term Bond: 1210112022 265,500.00 1300% 1130-000 265,5W.00 265,500.00 1210112023 270,000.00 1-700% 1130.000 270,00OZ0 270,00000 1210112024 274,600.0f) 1-700% 100-000 274.600.00 274,60000 1210112025 279200,00 1100% 100000 279,20000 279,20100 12101/20276 284,000-00 1.700% 100-000 284,00000 284,00UO 12101120-77 288,800-00 1100% 100000 288,800.00 288,800.00 12M112028 293,700-00 1300% 100-000 293,700.00 293,700-00 1210112029 298,700.00 1700% 100-00 298,700.00 298,700.00 1210112030 303,80000 1700% 100 -OW 303,840,00 303,800.00 1210112031 309,000.00 1100% 100.000 309,000.00 309,000-00 2,867,300.00 2,867,300.00 2,867,300.00 Stated Weighted Matuft Interest Issue Redemption Average Date Rate Price at Maturity maturity yiew Final Maturity IMIM31 1.700% 309,900.00 309,0100 Entire Issue 2,867,30UO 2,867,30100 6.1195 1.70009 Proceeds used for accrued interest 0.013 Proceeds used for bond issuance costs (inclixiing underwriters' discount) 17,279.32 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund D -OD C-3 EXHIBIT D WRITTEN PROCEDURES (attached) CITY OF TUKWILA DEBT POLICY A debt policy and appropriate management of debt issued by the City of Tukwila (the "City") is an important factor in measuring its financial performance and condition. Proper use and management of borrowing can yield significant advantages. From a policy perspective, the City uses debt as a mechanism to equalize the costs of needed improvements to both present and future citizens. SECTION I. PURPOSE, TYPE AND USE OF DEBT In the issuance and management of debt, the City shall comply with the Washington State constitution and with all other applicable legal requirements imposed by federal, state and local laws, rules and regulations. Approval from the City Council (the "Council") is required prior to the issuance of all debt. Long-term debt will only be used for improvements that cannot be financed from current revenues or to fulfill the purposes set forth in the first paragraph of this Debt Policy (the "Policy"). Long-term debt will only be issued after reviewing the impact on the Six Year Financial Planning Model and its policy guidelines. When both tax exempt and taxable debt is under consideration, priority will be given to issuing the tax exempt debt, unless otherwise justified. Limited Tax General Obligation (LTGO) Bonds The City is authorized to sell LTGO bonds under RCW 39.36.020, subject to the approval of the Council. LTGO bonds will be issued only if: (1) a project requires funding not available from alternative sources; (2) the project has a useful life longer than .five years, and the Council determines it is appropriate to spread the cost over that useful life, to achieve intergenerational equity, so those benefiting will also be the ones paying; (3) matching money is available which may be lost if not applied for in a timely manner; or (4) emergency conditions exist as determined by the Council. LTGO (non -voted) debt of the City shall not exceed an aggregate total of 1.5 percent of the City's assessed value of taxable property within the City. Unlimited Tax General Obligation (UTGO) Bands. The City is authorized to sell UTGO bonds under RCW 39.36.020, subject to the approval of the Council, and subject to voter approval. UTGO debt will be used for capital purposes when the use of an excess tax levy is necessary for debt service payments. No combination of UTGO (voter approved) debt and LTGO debt of the City shall exceed an aggregate total of (a) 2.5 percent of the City's assessed value of the taxable property within the City for general purposes; (b) 2.5 percent of the City's assessed value of the taxable property within the City for parks, open spaces and capital facilities associated with economic development; and (c) 2.5 percent of the City's assessed value of the taxable property within the City for utility purposes. Revenue Bonds. The City is authorized to sell revenue bonds under RCW 35.41.030, subject to the approval of the Council. Revenue bonds will be issued to finance the acquisition, construction or improvements to facilities of enterprise systems operated by the City, in accordance with a system and plan of improvements. The enterprise system must be legally authorized for operation by the City. There are no legal limits to the amount of revenue bonds the City can issue, but the City will not incur revenue obligations without first ensuring the ability of an enterprise system to meet all pledges and covenants customarily required by investors in such obligations during the term of the obligation. Local Improvement District Bonds. The City is authorized to sell local improvement district (special assessment) bonds ("LID bonds") under RCW 35.45.010, subject to the approval of the Council. LID bonds are issued to finance projects that will provide special benefit to certain property owners. The specially benefiting property owners are levied an assessment, based upon a formula developed to fairly reflect the benefit received by each property owner in the local improvement district. After consideration and review, the City may form local improvement districts upon petition of benefiting property owner(s), unless the Council determines to establish such districts by resolution, pursuant to statutory authority. LIDs for utility improvements may be authorized as ULIDs, which may be financed through issuance of Revenue Bonds. Lease Purchase Financing. Lease purchase financing may be used when the cost of borrowing or other factors make it in the City's best interest. Short -Terra Debt. The City is authorized to incur short-term debt under chapter 39.50 RCW, subject to the approval of the Council. Short-term debt may be issued to meet: (1) the immediate financing needs of a project for which long-term financing has been identified and is likely or secured but not yet received; or (2) cash flow needs within authorized budgets and anticipated receipts for the budget year. The Finance Director is authorized to make loans from one City fund to another City fund for periods not exceeding twelve months. The Finance Director or designee is required to assure that the loaning fund will have adequate cash balances to continue to meet current expenses after the loan is made and until repayment from the receiving fund. All interfund short-term borrowing will bear interest based upon prevailing Local Government Investment Pool rates. SECTION 2. RESPONSIBILITIES The primary responsibility for debt management rests with the City's Finance Director. The Finance Director shall (or shalt cause the following to occur); - Provide for the issuance of debt at the lowest cost and risk; - Determine the available debt capacity; - Provide for the issuance of debt at appropriate intervals and in reasonable amounts as required to fund approved projects; - Recommend to the Council the manner of sale of debt; Monitor opportunities to refund debt and recommend such refunding as appropriate; - Comply with all Internal Revenue Service (IRS), Securities and Exchange Commission (SEC) and Municipal Securities Rulemaking Board (MSRB) rules and regulations governing the issuance of debt pursuant to the City's Post Issuance Compliance Policy; - Provide information for and participate in the preparation and review of bond offering or disclosure documents; Comply with all terms, conditions and disclosures required by Ordinances governing the debt issued; Submit to the Council all recommendations to issue debt; Distribute to appropriate repositories, such as the EMMA repository managed by the Municipal Securities Rulemaking Board, information regarding financial condition and affairs at such times and in the form required by contract, regulation and general practice, including Rule 15c2-12 regarding continuing disclosure; • Provide for the distribution of pertinent information to rating agencies; • Coordinate and lead presentations to rating agencies, when appropriate; • Maintain a database with all outstanding debt; • Apply and promote prudent fiscal practices; • Select a qualified'financial advisor with experience in municipal finance in Washington, and registered with the SEC and MSRB as a "municipal advisor," and • Account for and pay all bonded indebtedness for the City , by specifically providing for the timely payment of principal of and interest on all debt; and ensuring that the fiscal agent receives funds for payment of debt service on or before the payment date. The Council shall. • Approve the Debt Policy; - Approve indebtedness; • Approve budgets sufficient to provide for the timely payment of principal and interest on debt; • Determine the most appropriate financing plan for proposed debt, based on recommendation from the Finance Director, upon advice of the City's financial advisor; and By Ordinance, delegate broad or limited authority to the Finance Director relative to execution of a financing plan approved by the Council. SECTION 3: METHOD OF SALE OF BONDS Competitive Sale The Finance Director may, upon the advice of the City's financial advisor, submit to the Council a recommendation to sell debt on a competitive bid basis. City debt issued on a competitive bid basis will be sold to the bidder proposing the lowest true interest cost to the City. Such bid may take the form of electronically transmitted offers to purchase the bonds. Negotiated Sale. The Finance Director may, upon the advice of the City's financial advisor, submit to the Council a recommendation to sell debt on a negotiated basis. If debt is sold on a negotiated basis, the negotiations of terms and conditions shall include, but not be limited to, prices, interest rates, redemption provisions and underwriting compensation. The Finance Director, with the assistance of its financial advisor, shall evaluate the terms offered by the underwriter including comparison of terms with prevailing terms and conditions in the marketplace for comparable issues. if more than one underwriter is included in the negotiated sale of debt, the Finance Director shall establish appropriate levels of liability, participation and priority of orders and, with the assistance of its financial advisor, oversee the bond allocation process. Private or Direct Placement. When deemed appropriate to minimize the direct or indirect costs and risks of a debt issue, the Finance Director will, upon the advice of the City's financial advisor, submit. to the Council a request to incur debt issue through a private placement or direct bank placement. SECTION 4. REFUNDING BONDS OR NOTES Refundings will be conducted in accordance with chapter 39.53 RCW. Unless otherwise justified, the City will refinance debt to either achieve debt service savings as market opportunities arise, or to eliminate restrictive covenants. Unless otherwise justified, an "advance refunding" transaction will require a present value savings of five percent of the principal amount of the debt being refunded. In addition to the savings, any determination to refund debt should take into consideration all costs and negative arbitrage in the refunding escrow. A "current refunding" transaction will require present value savings in an amount or percentage to be determined by the Finance Director based upon the advice of the City's financial advisor. SECTION 5. STRUCTURAL ELEMENTS Maturity Term. The City shall issue debt with an average life less than or equal to the average life of the assets being financed. Unless otherwise stated in law, the final maturity of the debt shall be no longer than 40 years (RCW 39.46.110). Debt Service Structure. Unless otherwise justified and deemed necessary, debt service should be structured on a level annual basis. Refunding bonds should be structured to produce debt service savings as determined by the Finance Director, based upon the advice of the City's financial advisor, to be in the best interest of the City. Unless specifically justified and deemed necessary. debt shall not have capitalized interest. If appropriate, debt service reserve funds may be used for revenue bonds. Maturity Structure. The City's long-term debt may include serial and term bonds. Unless otherwise justified, term bonds should be sold with mandatory sinking fund requirements. Price Structure. The City's long-term debt may include par, discount and premium bonds. Discount and premium bonds must be demonstrated to be advantageous relative to par bond structures, given applicable market conditions and the City's financing goals. Interest Payments Unless otherwise justified and deemed necessary, long-term debt will bear interest payable semiannually. Redemption Features. For each transaction, the City shall evaluate the costs and benefits of call provisions. Capitalization. Debt service reserves may be capitalized for enterprise activities only. Costs of issuance may be capitalized for all debt. Interest costs may be capitalized upon the advice of the City's financial advisor for any type of debt. Bond Insurance. The City may evaluate the costs and benefits of bond insurance or other credit enhancements. Any credit enhancement purchased by the City shall be competitively procured unless otherwise justified. Tax -exemption. Unless otherwise justified and deemed necessary, the City shall issue its debt on a tax-exempt basis. Taxable debt may be justified based on a need for flexibility in use of proceeds, or when expected to reduce burdens relative to IRS rules. SECTION 6. CREDIT OBJECTIVE The City shall seek to maintain and improve its bond rating or ratings, as applicable. SECTION 7. USE OF PROFESSIONALS AND OTHER SERVICE PROVIDERS Bond Counsel. All debt issued by the City will include a written opinion by bond counsel affirming that the City is authorized to issue the debt, and that all statutory requirements have been met. The bond counsel opinion and other documents relating to the issuance of debt will be prepared by nationally recognized bond counsel with extensive experience in public finance and tax issues. Band counsel will be appointed by the Finance Director consistent with the City's general authority to contract. . Financial Advisor. The Finance Director will appoint a financial advisor for each debt issue, or for a specified term, consistent with the City's general authority to contract. The financial advisor shall be nationally recognized, have comprehensive municipal debt experience, including debt structuring and pricing of municipal securities, be registered as a "municipal advisor" with the MSRB and SEC, and have knowledge of State laws relating to City finances. The City financial advisor is to be available for general purposes, and will assist the City with all financing issues. In no case shall the financial advisor serve as underivriterfor the Citys debt issues. Underwriter. The Finance Director in consultation with the City's financial advisor will select an underwriter for any negotiated sale of bonds. The selection of an underwriter may be for an individual bond issue, series of financings or a specified time period, as determined by the Finance Director. Depending upon the nature and amount of each financing, the Finance Director is authorized, in consultation with the City's financial advisor, to appoint more than one underwriter for each financing and to designate one underwriting firm as the managing underwriter. Other Service Providers. Professional services such as verification agent. escrow agent or rebate analyst shall be appointed by the Finance Director in consultation with the City's financial advisor and/or bond counsel. Other City Policies and Procedures. The City shall comply with its Post -Issuance "Tax Compliance Policy, and shall provide the appropriate department heads and staff with educational opportunities to ensure they are aware of requirements that may pertain to bond financed facilities and assets relating to their duties. SECTION 8. POST -ISSUANCE COMPLIANCE PROCEDURES Continuing Disclosure Obligations for All Bonds Purpose. At the time of issuance of any Bonds, regardless of tax status, the City is required to enter into a Continuing Disclosure Undertaking ("Undertaking") in order to allow the underwriter of the Bonds to comply with Securities and Exchange ("SEC") Rule 15(c)2-12. The Undertaking is a contract between the City and the underwriter in which the City agrees to provide certain information to an "information repository" operated by the Municipal Securities Rulemaking Board ("MSRB") to ensure investors have access to annual updates and related events that occur during the year. Responsibility for Undertaking. The Finance Director is responsible for negotiating the terms of and complying with each of the City's Undertakings. The Finance Director will negotiate the terms of the Undertaking at the time of each bond issuance, with a goal of meeting the requirements of Rule 15(c)2-12, without undue burden on the City. The Finance Director will strive to ensure that each Undertaking is similar to prior Undertakings to the extent possible, to simplify future compliance. Compliance with Undertaking. The Finance Director will have responsibility for ensuring compliance with each Undertaking, which activities may be delegated to staff within the finance department. This will require certain annual filings, by a set due date, as well as periodic filings as certain specified events arise. Filings are to be made through the Electronic Municipal Market Access ("EMMA") portal, managed by the MSRB. The Finance Director is responsible for knowing the terms of the City's Undertakings, and ensuring appropriate staff within the finance department and other departments of the City are aware of the events that may require a filing. Certification of Compliance- At the time of each subsequent bond issue, the Finance Director is responsible for reviewing all prior compliance, and providing a statement as to that prior compliance, as required by Rule 15(c)2-12. Each official statement will include a statement that describes compliance (or non-compliance) with each prior undertaking, which statement will be certified by the Finance Director. Compliance Relating to Tax Exempt Bonds Purpose. The purpose of these.post-issuance compliance procedures ("Compliance Procedures") for tax-exempt bonds and other obligations issued by the City for which federal tax exemption is provided by the Internal Revenue Code of 1986, as amended (the "Code"), is to facilitate compliance by the City with the applicable requirements of the Code that must be satisfied after the issue date of the bonds to maintain the tax exemption for the bonds after the issue date. Responsibility for Monitoring Post -Issuance Tax Compliance. The City Council of the City has the overall, final responsibility for monitoring whether the City is in compliance with post - issuance federal tax requirements for the City's tax-exempt bonds. However, the City Council has delegated the primary operating responsibility to monitor the City's compliance with post - issuance federal tax requirements for the City's bonds to the Finance Director and has authorized and directed the Finance Director of the City to adopt and implement on behalf of the City these Compliance Procedures. Arbitrage Yield Restriction and Rebate Requirements. The Finance Director will maintain or cause to be maintained records of: (a) purchases and sales of investments made with bond proceeds (including amounts treated as "gross proceeds" of bonds under section 148 of the Code) and receipts of earnings on those investments; (b) expenditures made with bond proceeds (including investment earnings on bond proceeds) in a timely and diligent manner for the governmental purposes of the bonds, such as for the costs of purchasing, constructing and/or renovating property and facilities; (c) information showing, where applicable for a particular calendar year, that the City was eligible to be treated as a "small City" in respect of bonds issued in that calendar year because the City did not reasonably expect to issue more than $5,000,000 of tax-exempt bonds in that calendar year; (d) calculations that will be sufficient to demonstrate to the Internal Revenue Service ("'IRS") upon an audit of a bond issue that, where applicable, the City has complied with an available spending exception to the arbitrage rebate requirement in respect of that bond issue; (e) calculations that will be sufficient to demonstrate to the IRS upon an audit of a bond issue for which no exception to the arbitrage rebate requirement was applicable, that the rebate amount, if any, that was payable to the United States of America in respect of investments made with gross proceeds of that bond issue was calculated and timely paid with Form 8038- T timely filed with the IRS; and (f) information and records showing that investments held in yield -restricted advance refunding or defeasance escrows for bonds, and investments made with unspent bond proceeds after the expiration of the applicable temporary period, were not invested in higher -yielding investments. Restrictions on Private Business Use and Private Loans. The Finance Director will adopt procedures calculated to educate and inform the principal operating officials of those departments, including utility departments, if any, of the City (the "users") for which land, buildings, facilities and equipment ("property") are financed with proceeds of tax-exempt bonds about the restrictions on private business use that apply to that property after the bonds have been issued, and of the restriction on the use of proceeds of tax-exempt bonds to make or finance any loan to any person other than a state or local government unit. In particular, following the issuance of bonds for the financing of property, the Finance Director shall provide to the users of the property a copy of these Compliance Procedures and other appropriate written guidance advising that: (a) "private business use" means use by any person other than a state or local government unit, including business corporations, partnerships, limited liability companies, associations, nonprofit corporations, natural persons engaged in trade or business activity, and the United States of America and any federal agency, as a result of ownership of the property or use of the property under a lease, management or service contract (except for certain "qualified" management or service contracts), output contract for the purchase of electricity or water, privately sponsored research contract (except for certain "qualified" research contracts), "naming rights" contract, "public-private partnership" arrangement, or any similar use arrangement that provides special legal entitlements for the use of the bond -financed property; (b) under section 141 of the Code, no more than 10% of the proceeds of any tax-exempt bond issue (including the property financed with the bonds) may be used for private business use, of which no more than 5% of the proceeds of the tax-exempt bond issue (including the property financed with the bonds) may be used for any "unrelated" private business use— that is, generally, a private business use that is not functionally related to the governmental purposes of the bonds; and no more than the lesser of $5,000,000 or 5% of the proceeds of a tax-exempt bond issue may be used to make or finance a loan to any person other than a state or local government unit; (c) before entering into any special use arrangement with a nongovernmental person that involves the use of bond -financed property, the user must consult with the Finance Director, provide the Finance Director with a description of the proposed nongovernmental use arrangement, and determine whether that use arrangement, if put into effect, will be consistent with the restrictions on private business use of the bond -financed property; (d) the Finance Director is to communicate with the City's bond counsel and/or financial advisor relative to any proposed change in use or special use arrangement that may impact the status of the bonds, before entering into such agreement. 0 PACIFICA LAW GROUP June 22, 2021 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED Department of the Treasury Internal Revenue Service Center Ogden, UT 84201 Re: City of Tukwila, Washington Limited Tax General Obligation Bond, 2021A - $2,867,300 Ladies and Gentlemen: T 206.245.1700 1191 2nd Avenue, Suite 2000 Seattle, WA 98101-3404 pacificalawg rou p.com Enclosed please find an IRS Form 8038-G relative to the above -captioned issue. Very truly yours, PACIFICA LAW GROUP LLP By Lanna Do Public Finance Clerk Form 8038-G (Rev. September 2018) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Bonds ► Under Internal Revenue Code section 149(e) ► See separate instructions. OMB No. 1545 0720 Caution: If the issue price is under $100,000, use Form 8038 -GC. ► Go to www.irs.gov/F803BG for instructions and the latest information. Reoortina Authority If Amended Return, check here ► LJ 1 Issuer's name 2 Issuer's employer identification number (EIN) City of Tukwila, Washington 91-6001519 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address)Room/suite $ 2,867,300 5 Report number (For IRS Use Only) 6200 Southcenter Boulevard 00 3 6 City, town, or post office, state, and ZIP code 7 Date of issue Tukwila, Washington 98188-2544 June 8, 2021 8 Name of issue 9 CUSIP number Limited Tax General Obligation Bond 2021A None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 10a Vickv Carlsen, Finance Director 206 433-1839 Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Other. Describe ► Public works facility 19a If bonds are TANs or RANs, check only box 19a . . . . . . . . . . . . . . . ► ❑ b If bonds are BANs, check only box 19b . . . . . . . . . . . . . . . . . . ► ❑ 20 If bonds are in the form of a lease or installment sale, check box . IN, ❑ nocr+rintinn of Rnnrtc (mmnlPtP fnr the Pntirp issi ip for which this form is hP.ina filed. (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 21 12101/2031 $ 2,867,300 $ 2,867,300 6.1195 years 1.7000 % UMM Uses of Proceeds of Bond Issue (including underwriters' aiscount) 22 23 24 25 26 27 28 29 30 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . Issue price of entire issue (enter amount from line 21, column (b)) . . . . . Proceeds used for bond issuance costs (including underwriters' discount) 24 17,279 32 Proceeds used for credit enhancement . . . . . . . . . . . . 25 Proceeds allocated to reasonably required reserve or replacement fund 26 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 27 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 28 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 22 23 2,867,300 00 "Al 17,279 32 29 130 2,850,020 68 FUMM Description of Refunded Bonds. Complete this part only for refunding bonds. 31 32 33 34 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► Enter the last date on which the refunded tax-exempt bonds will be called (MM/DDNYYY) ► Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) N/A NIA years N/A years NIA For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018) Form 6038-G (Rev. 9-2018) 2 35 Enter the amount of the state volume cap allocated to the issue under section 14 (b)(5) . . . _ 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions . . . . . . . . . . . . . . . . . . . . • • • • • 36a b Enter the final maturity date of the GIC ► (MM/DD/YYYY) c Enter the name of the GIC provider► 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool bond ► (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond Ol- d d Enter the name of the issuer of the master pool bond 10- 39 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(Ill) (small issuer exception), check box ► 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider ► c Type of hedge ► d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . , . . . . . . ► L 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount of reimbursement . . . , . . < , . . _ . . . 10- b b Enter the date the official intent was adopted ► MM/DD/YY Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to and process t i% return, to the person that I have autflgrized above. .. Consent .Tune 8, 2021 Vicky carlsen, Finance Director Signature of issuerIg authorized representative Date Type or print name and title Paid Print/Type preparer's name Preparer's SignaIII r Date Check ❑ if PTIN Alison J. Bene 6/8/21 self-employed P01066582 Prepares ­� Use Only Firm's name No -Pacifica Law Group LLP Firms FAN 1145-1446871 Firm's address ► 1191 Second Avenue, Suite 2000, Seattle Washington98101 Phone no. (206) 245-1700 Form 8038-G (Rev. 9-2018) CD ra M U-1 M 0 0 0 0 0 a M M1 a 0 tti U.S. Postal Service TM CERTIFIED MAIL° RECEIPT Domestic Mail Only ■ Complete items 1, 2, and 3. ■ Print your name and address on the reverse so that we can return the card to you. ■ Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: DEPT. OF THE TREASURY IRS CENTER OGDEN, UTAH 84201 A. Signature X 1:1 Agent ❑ Addressee B. Received by (Printed Name) C. Date of Delivery D. Is delivery address different from item 1? ❑ Yes If YES, enter delivery address below: ❑ No 3. Service Type ❑ Priority Mail Express II I'lII'I III I'I I II II I'I I I II I VIII I I II II I II ISI ❑ Adult Signature ❑Registered MaiITM ❑ Adult Signatur-4 Restricted Delivery ❑ Registered Mail Restricted 9590 9402 3484 7275 2309 55 ID Certified Mall® ❑ Certified Mail Restricted Delivery Delivery ❑ Return Receipt for ❑ Collect on Delivery Merchandise 2. Article Number (Transfer from service label) ❑ Collect on Delivery Restricted Delivery Mail ❑ Signature ConfirmationTM ❑ Signature Confirmation 7 017 3040 0000 4353 1484 Mail Restricted Delivery Restricted Delivery - •--- --30) PS Form 3811, July 2015 PSN 7530-02-000-9053 Domestic Return Receipt Report TABLE OF CONTENTS City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 "*Revised Final Numbers" Page Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Summary of Refunding Results . . . . . . . . . . . . . . . . . . . . . . . . . 6 Summary of Bonds Refunded . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Savings ................................... 9 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Bond Debt Service Breakdown . . . . . . . . . . . . . . . . . . . . . . . . . 24 Escrow Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Escrow Sufficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Escrow Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Cost of Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Prepared by PFM Financial Advisors Prepared by PFM Financial Advisors Page 1 SOURCES AND USES OF FUNDS City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 *Revised Final Numbers" Dated Date 06/08/2021 Delivery Date 06/08/2021 LTGO 2021 A LTGO 2021 B LTGO 2021 C Sources: Bond Bond (Taxable) Bond (Taxable) Total Bond Proceeds: Par Amount 2,867,300.00 2,780,900.00 1,072,300.00 6,720,500.00 Other Sources of Funds: DSF Contribution 178,804.62 178,804.62 2,867,300.00 2,959,704.62 1,072,300.00 6,899,304.62 LTGO 2021A LTGO 2021 B LTGO 2021 C Uses: Bond Bond (Taxable) Bond (Taxable) Total Project Fund Deposits: Project Fund 2,850,000.00 2,850,000.00 Refunding Escrow Deposits: Cash Deposit 2,942,940.05 1,065,750.00 4,008,690.05 Delivery Date Expenses: Cost of Issuance 17,279.32 16,758.64 6,462.04 40,500.00 Other Uses of Funds: Additional Proceeds 20.68 5.93 87.96 114.57 2,867,300.00 2,959,704.62 1,072,300.00 6,899,304.62 Prepared by PFM Financial Advisors Page 1 BOND SUMMARY STATISTICS City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 "Revised Final Numbers" Prepared by PFM Financial Advisors Page 2 Dated Date 06/08/2021 Delivery Date 06/08/2021 Last Maturity 12/01/2034 Arbitrage Yield 1.700023% True Interest Cost (TIC) 2.188130% Net Interest Cost (NIC) 2.197129% All -In TIC 2.295519% Average Coupon 2.197129% Average Life (years) 6.166 Duration of Issue (years) 5.699 Par Amount 6,720,500.00 Bond Proceeds 6,720,500.00 Total Interest 910,478.84 Net Interest 910,478.84 Total Debt Service 7,630,978.84 Maximum Annual Debt Service 1,120,659.86 Average Annual Debt Service 566,073.02 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 by Bond Component Value Price Coupon Life change Term Bond 6,720,500.00 100.000 2.197% 6.166 4,884.57 6,720,500.00 6.166 4,884.57 All -In Arbitrage TIC TIC Yield Par Value 6,720,500.00 6,720,500.00 2,867,300.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -40,500.00 - Other Amounts Target Value 6,720,500.00 6,680,000.00 2,867,300.00 Target Date 06/08/2021 06/08/2021 06/08/2021 Yield 2.188130% 2.295519% 1.700023% Prepared by PFM Financial Advisors Page 2 BOND SUMMARY STATISTICS City of Tukwila, Washington LTGO 2021A Bond Prepared by PFM Financial Advisors Page 3 Dated Date 06/08/2021 Delivery Date 06/08/2021 Last Maturity 12/01/2031 Arbitrage Yield 1.700023% True Interest Cost (TIC) 1.700023% Net Interest Cost (NIC) 1.700000% All -In TIC 1.805698% Average Coupon 1.700000% Average Life (years) 6.120 Duration of Issue (years) 5.775 Par Amount 2,867,300.00 Bond Proceeds 2,867,300.00 Total Interest 298,290.45 Net Interest 298,290.45 Total Debt Service 3,165,590.45 Maximum Annual Debt Service 314,253.00 Average Annual Debt Service 302,044.15 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 by Bond Component Value Price Coupon Life change Term Bond 2,867,300.00 100.000 1.700% 6.120 2,723.94 2,867,300.00 6.120 2,723.94 All -In Arbitrage TIC TIC Yield Par Value 2,867,300.00 2,867,300.00 2,867,300.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -17,279.32 - Other Amounts Target Value 2,867,300.00 2,850,020.68 2,867,300.00 Target Date 06/08/2021 06/08/2021 06/08/2021 Yield 1.700023% 1.805698% 1.700023% Prepared by PFM Financial Advisors Page 3 BOND SUMMARY STATISTICS City of Tukwila, Washington LTGO 2021B Bond (Taxable) Dated Date 06/08/2021 Delivery Date 06/08/2021 Last Maturity 12/01/2034 Arbitrage Yield 2.700049% True Interest Cost (TIC) 2.700049% Net Interest Cost (NIC) 2.700000% All -In TIC 2.788228% Average Coupon 2.700000% Average Life (years) 7.828 Duration of Issue (years) 6.955 Par Amount 2,780,900.00 Bond Proceeds 2,780,900.00 Total Interest 587,762.38 Net Interest 587,762.38 Total Debt Service 3,368,662.38 Maximum Annual Debt Service 258,380.60 Average Annual Debt Service 249,890.47 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 by Bond Component Value Price Coupon Life change Term Bond 2,780,900.00 100.000 2.700% 7.828 1,903.29 2,780,900.00 7.828 1,903.29 All -In Arbitrage TIC TIC Yield Par Value 2,780,900.00 2,780,900.00 2,780,900.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -16,758.64 - Other Amounts Target Value 2,780,900.00 2,764,141.36 2,780,900.00 Target Date 06/08/2021 06/08/2021 06/08/2021 Yield 2.700049% 2.788228% 2.700049% Prepared by PFM Financial Advisors Page 4 Bond Component BOND SUMMARY STATISTICS City of Tukwila, Washington LTGO 2021C Bond (Taxable) Dated Date 06/08/2021 Delivery Date 06/08/2021 Last Maturity 12/01/2023 Arbitrage Yield 1.150032% True Interest Cost (TIC) 1.150032% Net Interest Cost (NIC) 1.150001% All -In TIC 1.460090% Average Coupon 1.150001% Average Life (years) 1.981 Duration of Issue (years) 1.963 Par Amount 1,072,300.00 Bond Proceeds 1,072,300.00 Total Interest 24,426.01 Net Interest 24,426.01 Total Debt Service 1,096,726.01 Maximum Annual Debt Service 548,231.46 Average Annual Debt Service 442,129.19 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average Value Price Coupon Life PV of 1 by change Term Bond 1,072,300.00 100.000 1.150% 1.981 257.35 1,072,300.00 1.981 257.35 All -In Arbitrage TIC TIC Yield Par Value 1,072,300.00 1,072,300.00 1,072,300.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -6,462.04 - Other Amounts Target Value 1,072,300.00 1,065,837.96 1,072,300.00 Target Date 06/08/2021 06/08/2021 06/08/2021 Yield 1.150032% 1.460090% 1.150032% Prepared by PFM Financial Advisors Page 5 SUMMARY OF REFUNDING RESULTS City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 "*Revised Final Numbers" Prepared by PFM Financial Advisors Page 6 LTGO 2021 B Bond LTGO 2021C Bond (Taxable) (Taxable) Total Dated Date 06/08/2021 06/08/2021 06/08/2021 Delivery Date 06/08/2021 06/08/2021 06/08/2021 Arbitrage Yield 2.700049% 1.150032% 1.700023% Escrow Yield Value of Negative Arbitrage Bond Par Amount 2,780,900.00 1,072,300.00 3,853,200.00 True Interest Cost 2.700049% 1.150032% 2.550309% Net Interest Cost 2.700000% 1.150001% 2.562211% Average Coupon 2.700000% 1.150001% 2.562211% Average Life 7.828 1.981 6.201 Par amount of refunded bonds 2,941,000.00 1,050,000.00 3,991,000.00 Average coupon of refunded bonds 3.162463% 3.000000% 3.148426% Average life of refunded bonds 7.495 1.985 6.045 PV of prior debt 3,240,493.58 1,077,118.36 4,317,611.94 Net PV Savings 80,636.95 16,333.57 96,970.52 Percentage savings of refunded bonds 2.741821% 1.555578% 2.429730% Percentage savings of refunding bonds 2.899671% 1.523228% 2.516623% Prepared by PFM Financial Advisors Page 6 SUMMARY OF BONDS REFUNDED 3.060% 197,000.00 City of Tukwila, Washington 06/08/2021 100.000 LTGO 2021 B Bond (Taxable) 3.060% 202,000.00 Maturity Interest Par Call Call Bond Date Rate Amount Date Price Limited Tax General Obligation Bonds, 2014 (Taxable), FIXED: 100.000 12/01/2021 3.930% 165,000.00 06/08/2021 100.000 12/01/2022 4.320% 172,000.00 06/08/2021 100.000 12/01/2023 4.630% 179,000.00 06/08/2021 100.000 12/01/2024 4.860% 187,000.00 06/08/2021 100.000 226,000.00 703,000.00 06/08/2021 100.000 Limited Tax General Obligation Bonds, 2014 (Taxable), VARIABLE 12/01/2025 3.060% 197,000.00 06/08/2021 100.000 12/01/2026 3.060% 202,000.00 06/08/2021 100.000 12/01/2027 3.060% 208,000.00 06/08/2021 100.000 12/01/2028 3.060% 214,000.00 06/08/2021 100.000 12/01/2029 3.060% 220,000.00 06/08/2021 100.000 12/01/2030 3.060% 226,000.00 06/08/2021 100.000 12/01/2031 3.060% 233,000.00 06/08/2021 100.000 12/01/2032 3.060% 239,000.00 06/08/2021 100.000 12/01/2033 3.060% 246,000.00 06/08/2021 100.000 12/01/2034 3.060% 253,000.00 06/08/2021 100.000 2,238,000.00 2,941,000.00 Prepared by PFM Financial Advisors Page 7 SUMMARY OF BONDS REFUNDED City of Tukwila, Washington LTGO 2021 C Bond (Taxable) Maturity Interest Par Call Call Bond Date Rate Amount Date Price Limited Tax General Obligation Refunding Bonds, 2011, SERIALS: 12/01/2022 3.000% 520,000.00 12/01/2021 100.000 12/01/2023 3.000% 530,000.00 12/01/2021 100.000 1,050,000.00 Prepared by PFM Financial Advisors Page 8 SAVINGS City of Tukwila, Washington LTGO 2021 B Bond (Taxable) Date Prior Debt Service Prior Receipts Prior Net Cash Flow Refunding Debt Service Savings 12/01/2021 214,886.80 178,804.62 36,082.18 36,082.18 12/01/2022 265,289.10 265,289.10 258,184.30 7,104.80 12/01/2023 264,858.70 264,858.70 257,740.60 7,118.10 12/01/2024 264,571.00 264,571.00 257,475.40 7,095.60 12/01/2025 265,482.80 265,482.80 258,380.60 7,102.20 12/01/2026 264,454.60 264,454.60 257,321.10 7,133.50 12/01/2027 264,273.40 264,273.40 257,145.50 7,127.90 12/01/2028 263,908.60 263,908.60 256,826.80 7,081.80 12/01/2029 263,360.20 263,360.20 256,265.00 7,095.20 12/01/2030 262,628.20 262,628.20 255,462.80 7,165.40 12/01/2031 262,712.60 262,712.60 255,622.90 7,089.70 12/01/2032 261,582.80 261,582.80 254,415.60 7,167.20 12/01/2033 261,269.40 261,269.40 254,173.30 7,096.10 12/01/2034 260,741.80 260,741.80 253,566.30 7,175.50 3,640,020.00 178,804.62 3,461,215.38 3,368,662.38 92,553.00 Savings Summary Savings PV date 06/08/2021 Savings PV rate 1.700023% PV of savings from cash flow 80,631.02 Plus: Refunding funds on hand 5.93 Net PV Savings 80,636.95 Prepared by PFM Financial Advisors Page 9 SAVINGS Savings Summary Savings PV date 06/08/2021 Savings PV rate 1.700023% PV of savings from cash flow 16,245.61 Plus: Refunding funds on hand 87.96 Net PV Savings 16,333.57 Prepared by PFM Financial Advisors Page 10 City of Tukwila, Washington LTGO 2021C Bond (Taxable) Prior Refunding Date Debt Service Debt Service Savings 12/01/2021 15,750.00 5,925.95 9,824.05 12/01/2022 551,500.00 548,231.46 3,268.54 12/01/2023 545,900.00 542,568.60 3,331.40 1,113,150.00 1,096,726.01 16,423.99 Savings Summary Savings PV date 06/08/2021 Savings PV rate 1.700023% PV of savings from cash flow 16,245.61 Plus: Refunding funds on hand 87.96 Net PV Savings 16,333.57 Prepared by PFM Financial Advisors Page 10 SAVINGS Date Prior Debt Service City of Tukwila, Washington LTGO 2021 B Bond (Taxable) Prior Prior Refunding Receipts Net Cash Flow Debt Service Savings Annual Savings 06/08/2021 178,804.62 -178,804.62 -178,804.62 12/01/2021 214,886.80 214,886.80 36,082.18 178,804.62 06/01/2022 46,644.55 46,644.55 37,542.15 9,102.40 12/01/2022 218,644.55 218,644.55 220,642.15 -1,997.60 7,104.80 06/01/2023 42,929.35 42,929.35 35,070.30 7,859.05 12/01/2023 221,929.35 221,929.35 222,670.30 -740.95 7,118.10 06/01/2024 38,785.50 38,785.50 32,537.70 6,247.80 12/01/2024 225,785.50 225,785.50 224,937.70 847.80 7,095.60 06/01/2025 34,241.40 34,241.40 29,940.30 4,301.10 12/01/2025 231,241.40 231,241.40 228,440.30 2,801.10 7,102.20 06/01/2026 31,227.30 31,227.30 27,260.55 3,966.75 12/01/2026 233,227.30 233,227.30 230,060.55 3,166.75 7,133.50 06/01/2027 28,136.70 28,136.70 24,522.75 3,613.95 12/01/2027 236,136.70 236,136.70 232,622.75 3,513.95 7,127.90 06/01/2028 24,954.30 24,954.30 21,713.40 3,240.90 12/01/2028 238,954.30 238,954.30 235,113.40 3,840.90 7,081.80 06/01/2029 21,680.10 21,680.10 18,832.50 2,847.60 12/01/2029 241,680.10 241,680.10 237,432.50 4,247.60 7,095.20 06/01/2030 18,314.10 18,314.10 15,881.40 2,432.70 12/01/2030 244,314.10 244,314.10 239,581.40 4,732.70 7,165.40 06/01/2031 14, 856.30 14, 856.30 12, 861.45 1,994.85 12/01/2031 247,856.30 247,856.30 242,761.45 5,094.85 7,089.70 06/01/2032 11,291.40 11,291.40 9,757.80 1,533.60 12/01/2032 250,291.40 250,291.40 244,657.80 5,633.60 7,167.20 06/01/2033 7,634.70 7,634.70 6,586.65 1,048.05 12/01/2033 253,634.70 253,634.70 247,586.65 6,048.05 7,096.10 06/01/2034 3,870.90 3,870.90 3,333.15 537.75 12/01/2034 256,870.90 256,870.90 250,233.15 6,637.75 7,175.50 3,640,020.00 178,804.62 3,461,215.38 3,368,662.38 92,553.00 92,553.00 Savings Summary Savings PV date 06/08/2021 Savings PV rate 1.700023% PV of savings from cash flow 80,631.02 Plus: Refunding funds on hand 5.93 Net PV Savings 80,636.95 Prepared by PFM Financial Advisors Page 11 SAVINGS City of Tukwila, Washington LTGO 2021C Bond (Taxable) Date Prior Debt Service Refunding Debt Service Savings Annual Savings 12/01/2021 15,750.00 5,925.95 9,824.05 9,824.05 06/01/2022 15,750.00 6,165.73 9,584.27 12/01/2022 535,750.00 542,065.73 -6,315.73 3,268.54 06/01/2023 7,950.00 3,084.30 4,865.70 12/01/2023 537,950.00 539,484.30 -1,534.30 3,331.40 1,113,150.00 1,096,726.01 16,423.99 16,423.99 Savings Summary Savings PV date 06/08/2021 Savings PV rate 1.700023% PV of savings from cash flow 16,245.61 Plus: Refunding funds on hand 87.96 Net PV Savings 16,333.57 Prepared by PFM Financial Advisors Page 12 BOND PRICING City of Tukwila, Washington LTGO 2021A Bond Maturity Bond Component Date Amount Rate Yield Price Term Bond: 12/01/2022 265,500 1.700% 1.700% 100.000 06/08/2021 12/01/2023 270,000 1.700% 1.700% 100.000 2,867,300.00 12/01/2024 274,600 1.700% 1.700% 100.000 12/01/2025 279,200 1.700% 1.700% 100.000 12/01/2026 284,000 1.700% 1.700% 100.000 12/01/2027 288,800 1.700% 1.700% 100.000 12/01/2028 293,700 1.700% 1.700% 100.000 12/01/2029 298,700 1.700% 1.700% 100.000 12/01/2030 303,800 1.700% 1.700% 100.000 12/01/2031 309,000 1.700% 1.700% 100.000 Net Proceeds 2,867,300.00 Prepared by PFM Financial Advisors Page 13 2,867,300 Dated Date 06/08/2021 Delivery Date 06/08/2021 First Coupon 12/01/2021 Par Amount 2,867,300.00 Original Issue Discount Production 2,867,300.00 100.000000% Underwriter's Discount Purchase Price 2,867,300.00 100.000000% Accrued Interest Net Proceeds 2,867,300.00 Prepared by PFM Financial Advisors Page 13 BOND PRICING City of Tukwila, Washington LTGO 2021 B Bond (Taxable) Maturity Bond Component Date Amount Rate Yield Price Term Bond: 12/01/2022 183,100 2.700% 2.700% 100.000 12/01/2023 187,600 2.700% 2.700% 100.000 12/01/2024 192,400 2.700% 2.700% 100.000 12/01/2025 198,500 2.700% 2.700% 100.000 12/01/2026 202,800 2.700% 2.700% 100.000 12/01/2027 208,100 2.700% 2.700% 100.000 12/01/2028 213,400 2.700% 2.700% 100.000 12/01/2029 218,600 2.700% 2.700% 100.000 12/01/2030 223,700 2.700% 2.700% 100.000 12/01/2031 229,900 2.700% 2.700% 100.000 12/01/2032 234,900 2.700% 2.700% 100.000 12/01/2033 241,000 2.700% 2.700% 100.000 12/01/2034 246,900 2.700% 2.700% 100.000 Net Proceeds 2,780,900.00 Prepared by PFM Financial Advisors Page 14 2,780,900 Dated Date 06/08/2021 Delivery Date 06/08/2021 First Coupon 12/01/2021 Par Amount 2,780,900.00 Original Issue Discount Production 2,780,900.00 100.000000% Underwriter's Discount Purchase Price 2,780,900.00 100.000000% Accrued Interest Net Proceeds 2,780,900.00 Prepared by PFM Financial Advisors Page 14 BOND PRICING City of Tukwila, Washington LTGO 2021C Bond (Taxable) Maturity Bond Component Date Amount Rate Yield Price Term Bond 12/01/2022 535,900 1.150% 1.150% 100.000 12/01/2023 536,400 1.150% 1.150% 100.000 1,072,300 Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest Net Proceeds 06/08/2021 06/08/2021 12/01/2021 1,072,300.00 1, 072, 300.00 100.000000% 1,072,300.00 100.000000% 1,072,300.00 Prepared by PFM Financial Advisors Page 15 BOND DEBT SERVICE City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 "Revised Final Numbers* Dated Date 06/08/2021 Delivery Date 06/08/2021 Period Ending Principal Coupon Interest Debt Service 12/01/2021 65,432.38 65,432.38 12/01/2022 984,500 ** % 136,159.86 1,120,659.86 12/01/2023 994,000 ** % 120,539.80 1,114,539.80 12/01/2024 467,000 ** % 104,716.00 571,716.00 12/01/2025 477,700 ** % 94,853.00 572,553.00 12/01/2026 486,800 ** % 84,747.10 571,547.10 12/01/2027 496,900 ** % 74,443.50 571,343.50 12/01/2028 507,100 ** % 63,915.20 571,015.20 12/01/2029 517,300 ** % 53,160.50 570,460.50 12/01/2030 527,500 ** % 42,180.40 569,680.40 12/01/2031 538,900 ** % 30,975.90 569,875.90 12/01/2032 234,900 2.700% 19,515.60 254,415.60 12/01/2033 241,000 2.700% 13,173.30 254,173.30 12/01/2034 246,900 2.700% 6,666.30 253,566.30 6,720,500 910,478.84 7,630,978.84 Prepared by PFM Financial Advisors Page 16 BOND DEBT SERVICE City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 **Revised Final Numbers" Dated Date 06/08/2021 Delivery Date 06/08/2021 Period Ending Principal Coupon Interest Debt Service 12/01/2021 65,432.38 65,432.38 06/01/2022 68,079.93 68,079.93 12/01/2022 984,500 ** % 68,079.93 1,052,579.93 06/01/2023 60,269.90 60,269.90 12/01/2023 994,000 ** % 60,269.90 1,054,269.90 06/01/2024 52,358.00 52,358.00 12/01/2024 467,000 ** % 52,358.00 519,358.00 06/01/2025 47,426.50 47,426.50 12/01/2025 477,700 ** % 47,426.50 525,126.50 06/01/2026 42,373.55 42,373.55 12/01/2026 486,800 ** % 42,373.55 529,173.55 06/01/2027 37,221.75 37,221.75 12/01/2027 496,900 ** % 37,221.75 534,121.75 06/01/2028 31,957.60 31,957.60 12/01/2028 507,100 ** % 31,957.60 539,057.60 06/01/2029 26,580.25 26,580.25 12/01/2029 517,300 ** % 26,580.25 543,880.25 06/01/2030 21,090.20 21,090.20 12/01/2030 527,500 ** % 21,090.20 548,590.20 06/01/2031 15,487.95 15,487.95 12/01/2031 538,900 ** % 15,487.95 554,387.95 06/01/2032 9,757.80 9,757.80 12/01/2032 234,900 2.700% 9,757.80 244,657.80 06/01/2033 6,586.65 6,586.65 12/01/2033 241,000 2.700% 6,586.65 247,586.65 06/01/2034 3,333.15 3,333.15 12/01/2034 246,900 2.700% 3,333.15 250,233.15 6,720,500 910,478.84 7,630,978.84 Prepared by PFM Financial Advisors Page 17 BOND DEBT SERVICE City of Tukwila, Washington LTGO 2021A Bond Dated Date 06/08/2021 Delivery Date 06/08/2021 Period Ending Principal Coupon Interest Debt Service 12/01/2021 23,424.25 23,424.25 12/01/2022 265,500 1.700% 48,744.10 314,244.10 12/01/2023 270,000 1.700% 44,230.60 314,230.60 12/01/2024 274,600 1.700% 39,640.60 314,240.60 12/01/2025 279,200 1.700% 34,972.40 314,172.40 12/01/2026 284,000 1.700% 30,226.00 314,226.00 12/01/2027 288,800 1.700% 25,398.00 314,198.00 12/01/2028 293,700 1.700% 20,488.40 314,188.40 12/01/2029 298,700 1.700% 15,495.50 314,195.50 12/01/2030 303,800 1.700% 10,417.60 314,217.60 12/01/2031 309,000 1.700% 5,253.00 314,253.00 2,867,300 298,290.45 3,165,590.45 Prepared by PFM Financial Advisors Page 18 BOND DEBT SERVICE City of Tukwila, Washington LTGO 2021 B Bond (Taxable) Dated Date 06/08/2021 Delivery Date 06/08/2021 Period Ending Principal Coupon Interest Debt Service 12/01/2021 36,082.18 36,082.18 12/01/2022 183,100 2.700% 75,084.30 258,184.30 12/01/2023 187,600 2.700% 70,140.60 257,740.60 12/01/2024 192,400 2.700% 65,075.40 257,475.40 12/01/2025 198,500 2.700% 59,880.60 258,380.60 12/01/2026 202,800 2.700% 54,521.10 257,321.10 12/01/2027 208,100 2.700% 49,045.50 257,145.50 12/01/2028 213,400 2.700% 43,426.80 256,826.80 12/01/2029 218,600 2.700% 37,665.00 256,265.00 12/01/2030 223,700 2.700% 31,762.80 255,462.80 12/01/2031 229,900 2.700% 25,722.90 255,622.90 12/01/2032 234,900 2.700% 19,515.60 254,415.60 12/01/2033 241,000 2.700% 13,173.30 254,173.30 12/01/2034 246,900 2.700% 6,666.30 253,566.30 2,780,900 587,762.38 3,368,662.38 Prepared by PFM Financial Advisors Page 19 BOND DEBT SERVICE City of Tukwila, Washington LTGO 2021C Bond (Taxable) Dated Date 06/08/2021 Delivery Date 06/08/2021 Period Ending Principal Coupon Interest Debt Service 12/01/2021 5,925.95 5,925.95 12/01/2022 535,900 1.150% 12,331.46 548,231.46 12/01/2023 536,400 1.150% 6,168.60 542,568.60 1,072,300 24,426.01 1,096,726.01 Prepared by PFM Financial Advisors Page 20 BOND DEBT SERVICE City of Tukwila, Washington LTGO 2021A Bond Dated Date 06/08/2021 Delivery Date 06/08/2021 Period Ending Principal Coupon Interest Debt Service 12/01/2021 23,424.25 23,424.25 06/01/2022 24,372.05 24,372.05 12/01/2022 265,500 1.700% 24,372.05 289,872.05 06/01/2023 22,115.30 22,115.30 12/01/2023 270,000 1.700% 22,115.30 292,115.30 06/01/2024 19,820.30 19,820.30 12/01/2024 274,600 1.700% 19,820.30 294,420.30 06/01/2025 17,486.20 17,486.20 12/01/2025 279,200 1.700% 17,486.20 296,686.20 06/01/2026 15,113.00 15,113.00 12/01/2026 284,000 1.700% 15,113.00 299,113.00 06/01/2027 12,699.00 12,699.00 12/01/2027 288,800 1.700% 12,699.00 301,499.00 06/01/2028 10,244.20 10,244.20 12/01/2028 293,700 1.700% 10,244.20 303,944.20 06/01/2029 7,747.75 7,747.75 12/01/2029 298,700 1.700% 7,747.75 306,447.75 06/01/2030 5,208.80 5,208.80 12/01/2030 303,800 1.700% 5,208.80 309,008.80 06/01/2031 2,626.50 2,626.50 12/01/2031 309,000 1.700% 2,626.50 311,626.50 2,867,300 298,290.45 3,165,590.45 Prepared by PFM Financial Advisors Page 21 BOND DEBT SERVICE City of Tukwila, Washington LTGO 2021B Bond (Taxable) Dated Date 06/08/2021 Delivery Date 06/08/2021 Period Ending Principal Coupon Interest Debt Service 12/01/2021 36,082.18 36,082.18 06/01/2022 37,542.15 37,542.15 12/01/2022 183,100 2.700% 37,542.15 220,642.15 06/01/2023 35,070.30 35,070.30 12/01/2023 187,600 2.700% 35,070.30 222,670.30 06/01/2024 32,537.70 32,537.70 12/01/2024 192,400 2.700% 32,537.70 224,937.70 06/01/2025 29,940.30 29,940.30 12/01/2025 198,500 2.700% 29,940.30 228,440.30 06/01/2026 27,260.55 27,260.55 12/01/2026 202,800 2.700% 27,260.55 230,060.55 06/01/2027 24,522.75 24,522.75 12/01/2027 208,100 2.700% 24,522.75 232,622.75 06/01/2028 21,713.40 21,713.40 12/01/2028 213,400 2.700% 21,713.40 235,113.40 06/01/2029 18,832.50 18,832.50 12/01/2029 218,600 2.700% 18,832.50 237,432.50 06/01/2030 15, 881.40 15,881.40 12/01/2030 223,700 2.700% 15,881.40 239,581.40 06/01/2031 12,861.45 12, 861.45 12/01/2031 229,900 2.700% 12,861.45 242,761.45 06/01/2032 9,757.80 9,757.80 12/01/2032 234,900 2.700% 9,757.80 244,657.80 06/01/2033 6,586.65 6,586.65 12/01/2033 241,000 2.700% 6,586.65 247,586.65 06/01/2034 3,333.15 3,333.15 12/01/2034 246,900 2.700% 3,333.15 250,233.15 2,780,900 587,762.38 3,368,662.38 Prepared by PFM Financial Advisors Page 22 BOND DEBT SERVICE City of Tukwila, Washington LTGO 2021C Bond (Taxable) Dated Date 06/08/2021 Delivery Date 06/08/2021 Period Ending Principal Coupon Interest Debt Service 12/01/2021 5,925.95 5,925.95 06/01/2022 6,165.73 6,165.73 12/01/2022 535,900 1.150% 6,165.73 542,065.73 06/01/2023 3,084.30 3,084.30 12/01/2023 536,400 1.150% 3,084.30 539,484.30 1,072,300 24,426.01 1,096,726.01 Prepared by PFM Financial Advisors Page 23 BOND DEBT SERVICE BREAKDOWN City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 **Revised Final Numbers' Period Ending LTGO 2021A Bond LTGO 2021 B Bond (Taxable) LTGO 2021C Bond (Taxable) Total 12/01/2021 23,424.25 36,082.18 5,925.95 65,432.38 12/01/2022 314,244.10 258,184.30 548,231.46 1,120,659.86 12/01/2023 314,230.60 257,740.60 542,568.60 1,114,539.80 12/01/2024 314,240.60 257,475.40 571,716.00 12/01/2025 314,172.40 258,380.60 572,553.00 12/01/2026 314,226.00 257,321.10 571,547.10 12/01/2027 314,198.00 257,145.50 571, 343.50 12/01/2028 314,188.40 256,826.80 571,015.20 12/01/2029 314,195.50 256,265.00 570,460.50 12/01/2030 314,217.60 255,462.80 569,680.40 12/01/2031 314,253.00 255,622.90 569,875.90 12/01/2032 254,415.60 254,415.60 12/01/2033 254,173.30 254,173.30 12/01/2034 253, 566.30 253, 566.30 3,165,590.45 3,368,662.38 1,096,726.01 7,630,978.84 Prepared by PFM Financial Advisors Page 24 ESCROW REQUIREMENTS City of Tukwila, Washington LTGO 2021 B Bond (Taxable) Period Principal Ending Interest Redeemed Total 06/08/2021 1,940.05 2,941,000.00 2,942,940.05 1,940.05 2,941,000.00 2,942,940.05 Prepared by PFM Financial Advisors Page 25 ESCROW REQUIREMENTS City of Tukwila, Washington LTGO 2021C Bond (Taxable) Period Principal Ending Interest Redeemed Total 12/01/2021 15, 750.00 1, 050, 000.00 1,065, 750.00 15,750.00 1,050,000.00 1,065,750.00 Prepared by PFM Financial Advisors Page 26 ESCROW SUFFICIENCY City of Tukwila, Washington LTGO 2021B Bond (Taxable) Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 06/08/2021 2,942,940.05 2,942,940.05 2,942,940.05 2,942,940.05 0.00 Prepared by PFM Financial Advisors Page 27 ESCROW SUFFICIENCY City of Tukwila, Washington LTGO 2021C Bond (Taxable) Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 06/08/2021 1, 065, 750.00 1, 065, 750.00 1, 065, 750.00 12/01/2021 1,065,750.00 -1,065,750.00 1,065,750.00 1,065,750.00 0.00 Prepared by PFM Financial Advisors Page 28 ESCROW STATISTICS City of Tukwila, Washington LTGO 2021 B Bond (Taxable) Modified Yield to Yield to Perfect Value of Total Duration PV of 1 by Receipt Disbursement Escrow Negative Cost of Escrow Escrow Cost (years) change Date Date Cost Arbitrage Dead Time BF 178,804.62 178,804.62 BP 2,764,135.43 2,764,135.43 2,942,940.05 0.00 2,942,940.05 0.00 0.00 Delivery date 06/08/2021 Arbitrage yield 2.700049% Prepared by PFM Financial Advisors Page 29 ESCROW STATISTICS Prepared by PFM Financial Advisors Page 30 City of Tukwila, Washington LTGO 2021C Bond (Taxable) Modified Yield to Yield to Perfect Value of Total Duration PV of 1 by Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) change Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 1,065,750.00 1,059,893.11 5,856.89 1,065,750.00 0.00 1,059,893.11 0.00 5,856.89 Delivery date 06/08/2021 Arbitrage yield 1.150032% Prepared by PFM Financial Advisors Page 30 COST OF ISSUANCE City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 **Revised Final Numbers** Cost of Issuance $/1000 Amount Financial Advisor (PFM Financial Advisors LLC) 3.71996 25,000.00 Bond Counsel (Pacifica Law Group) 2.30638 15,500.00 6.02634 40,500.00 Prepared by PFM Financial Advisors Page 31 FORM 8038 STATISTICS City of Tukwila, Washington LTGO 2021A Bond Dated Date 06/08/2021 Delivery Date 06/08/2021 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Term Bond: 12/01/2022 265,500.00 2,867,300.00 1.700% 100.000 265,500.00 265,500.00 Stated 12/01/2023 270,000.00 Maturity Interest Issue 1.700% 100.000 270,000.00 at Maturity 270,000.00 Yield 12/01/2024 274,600.00 1.700% 100.000 2,867,300.00 274,600.00 1.7000% 274,600.00 12/01/2025 279,200.00 1.700% 100.000 Proceeds used for bond issuance costs (including underwriters' discount) 279,200.00 279,200.00 Proceeds used for credit enhancement 12/01/2026 284,000.00 0.00 1.700% 100.000 284,000.00 284,000.00 12/01/2027 288,800.00 1.700% 100.000 288,800.00 288,800.00 12/01/2028 293,700.00 1.700% 100.000 293,700.00 293,700.00 12/01/2029 298,700.00 1.700% 100.000 298,700.00 298,700.00 12/01/2030 303,800.00 1.700% 100.000 303,800.00 303,800.00 12/01/2031 309,000.00 1.700% 100.000 309,000.00 309,000.00 2,867,300.00 2,867,300.00 2,867,300.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2031 1.700% 309,000.00 309,000.00 Entire Issue 2,867,300.00 2,867,300.00 6.1195 1.7000% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 17,279.32 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Prepared by PFM Financial Advisors Page 32 NO. R-1 UNITED STATES OF AMERICA TRANSFER RESTRICTED $2,867,300 THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THIS BOND IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS PROVIDED IN THE LOAN COMMITMENT DESCRIBED BELOW AND MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED THEREIN. STATE OF WASHINGTON CITY OF TUKWILA LIMITED TAX GENERAL OBLIGATION BOND, 2021A DATE OF ISSUANCE: JUNE 8, 2021 MATURITY DATE: DECEMBER 1, 2031 INTEREST RATE: 1.70% PER ANNUM, SUBJECT TO THE DEFAULT RATE REGISTERED OWNER: CAPITAL ONE PUBLIC FUNDING, LLC PRINCIPAL AMOUNT: TWO MILLION EIGHT HUNDRED SIXTY-SEVEN THOUSAND THREE HUNDRED AND NO/100 DOLLARS The City of Tukwila, Washington, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, on or before the Maturity Date identified above, the Principal Amount identified above and to pay interest thereon from the date of delivery, or the most recent date to which interest has been paid or duly provided for, at the Interest Rate set forth above (the "Interest Rate"). Interest on this bond shall accrue from its dated date until paid and shall be computed per annum on the principal amount outstanding on a 30/360 basis. Principal of and accrued interest on this bond shall be payable on the dates set forth in the payment scheduled attached hereto. Notwithstanding the foregoing, the Interest Rate on this bond may increase to a Default Rate upon the occurrence and continuation of an Event of Default, each as defined in the Loan Commitment between the City and Capital One Public Funding, LLC, as lender (the "Loan Commitment"). Both principal of and interest on this bond shall be payable in lawful money of the United States of America. Principal and interest on this bond shall be payable by wire transfer in immediately available funds or by other means mutually acceptable to the Registered Owner and the City. Upon final payment of principal and interest of this bond, the Registered Owner shall surrender this bond for cancellation at the office of the Bond Registrar in accordance with Ordinance No. 2654 of the City (the "Bond Ordinance"). This bond is issued pursuant to the Bond Ordinance to provide funds to finance costs of acquiring, improving, developing and equipping certain capital improvements to the City's public works facilities and to pay costs of issuance. Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance and the Loan Commitment, as applicable. This bond may not be prepaid prior to maturity before December 1, 2026. This bond may be prepaid in whole only, on or after December 1, 2026, on any interest payment date (June 1 and December 1) at a price of par plus accrued interest to the date of prepayment. Page 1 of 4 This bond has been designated by the City as a "qualified tax-exempt obligation' within the meaning, of Section 265(b) of the Internal Revenue Code of 1986, as amended. The City has in the Bond Ordinance authorized the creation of a fund to be used for the payment of debt service on this bond, designated as the Debt Service Fund. The Debt Service Fund shall be drawn upon for the sole purpose of paying the principal of and interest on this bond. The City hereby irrevocably covenants and agrees with the owner of this bond that it will include in its annual budget and levy taxes annually, within and as a part of the tax levy permitted to the City without a vote of the electorate, upon all the property subject to taxation in amounts sufficient, together with other money legally available therefor, to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. Owners of this bond do not have a security interest in particular revenues or assets of the City. This bond is not a debt or indebtedness of the State of Washington, or any political subdivision thereof other than the City. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. This bond is issued pursuant to the Constitution and laws of the State of Washington, and duly adopted ordinances of the City. This bond is transferable upon compliance with the conditions set forth in the Loan Commitment. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist; to have happened, been done and performed precedent to and in the issuance of this bond exist, have happened,, been done and performed and that the issuance of this bond does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Tukwila, Washington, has caused this bond to be executedby the manual or facsimile signature of the Mayor of the City Council and attested by the manual or facsimile signature of the Clerk, as of this 8th day of June, 2021. [SEAL] ATTEST: 1 } tt ` City Clerk Page 2 of CITY OF TUKWILA, WASHINGTON ByG 2 Mayor 41� CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond is the City of Tukwila, Limited Tax General Obligation Bond,, 2021A described in the within mentioned Bond Ordinance and is registered in the name of the Registered Owner on the books of the City, in the office of the City Finance Director (the `Bond Registrar"), as to both principal and interest, as noted in the registration blank below. All payments of principal of and 'interest on this bond shall be made by the City to the Registered Owner from the Debt Service Fund. Date of Name and Address of Signature of Registration Registered Owner Bond Registrar June 8, 2021 Page 3 of 4 Capital One Public Funding, LLC 1307 Walt Whitman Road, 31 Floor Melville, New York 11747 ............... ............ ............. ............. rill PAYMENT SCHEDULE Principal of and interest on this bond shall be due and payable according to the following schedule, subject to prepayment and adjustment of the interest rate, as described herein and in the Loan Commitment: Period Ending Principal Coupon Interest Debt Service 12101/2021 23,424.25 23,42425 06101/2022 24,372-05 24,372-05 12J01/2022 2165,500 1.700% 24,372.05 289,872-05 06101/2023 22,115.30 22,115-30 12f01/2023 270,000 1.700% 22,115.30 292,111530 06/01/2024 19,820.30 19,820-30 12f01/2024 274,600 1-70096 19,820-30 294,420-30 06101/2025 17,48620 17,486.20 12f01/2025 279,200 1-700% 17,48620 296,68620 06101/2026 15,113.00 15,113-00 12101/2026 284,000 1-700% 15,113.00 299,113-00 06101/2027 12,699.00 12,699-00 12f01/2027 288,800 1.700% 12,699-00 301,499.00 06/01/2028 10,244.20 10,24420 12f01/2028 293,700 '1..700ll 10,244.20 303,94420 06101/2029 7,747-75 7,747.75 120112029 298,700 1.7001% 7,747.75 306,447-75 06101/2030 5,20880 5,208.80 12101/2030 303,800 1-700% 5,208.80 309,008.80 06101/2031 2,626.50 2,626-50 12f01/2031 309,000 1-7001/16 2,62650 311,626-50 2,867,300 298,290A5 3,165,590-45 qq Page 4 of 4 . . . . . . . . . . . . . . . . ---- - ------- - NO. R-1 UNITED STATES OF AMERICA TRANSFER RESTRICTED $2,780,900 THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THIS BOND IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS PROVIDED IN THE LOAN COMMITMENT DESCRIBED BELOW AND MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED THEREIN. STATE OF WASHINGTON CITY OF TUKWILA LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2021B (TAXABLE) DATE OF ISSUANCE: JUNE 8, 2021 MATURITY DATE: DECEMBER 1, 2034 INTEREST RATE: 2.70% PER ANNUM, SUBJECT TO THE DEFAULT RATE REGISTERED OWNER: CAPITAL ONE PUBLIC FUNDING, LLC PRINCIPAL AMOUNT: TWO MILLION SEVEN HUNDRED EIGHTY THOUSAND NINE HUNDRED AND NO/100 DOLLARS The City of Tukwila, Washington, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, on or before the Maturity Date identified above, the Principal Amount identified above and to pay interest thereon from the date of delivery, or the most recent date to which interest has been paid or duly provided for, at the Interest Rate set forth above (the "Interest Rate"). Interest on this bond shall accrue from its dated date until paid and shall be computed per annum on the principal amount outstanding on a 30/360 basis. Principal of and accrued interest on this bond shall be payable on the dates set forth in the payment scheduled attached hereto. Notwithstanding the foregoing, the Interest Rate on this bond may increase to a Default Rate upon the occurrence and continuation of an Event of Default, each as defined in the Loan Commitment between the City and Capital One Public Funding, LLC, as lender (the "Loan Commitment"). Both principal of and interest on this bond shall be payable in lawful money of the United States of America. Principal and interest on this bond shall be payable by wire transfer in immediately available funds or by other means mutually acceptable to the Registered Owner and the City. Upon final payment of principal and interest of this bond, the Registered Owner shall surrender this bond for cancellation at the office of the Bond Registrar in accordance with Ordinance No. 2654 of the City (the "Bond Ordinance"). This bond is issued pursuant to the Bond Ordinance to provide funds to refund certain outstanding general obligations bonds of the City and to pay costs of issuance. Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance and the Loan Commitment, as applicable. This bond may not be prepaid prior to maturity before December 1, 2028. This bond may be prepaid in whole only, on or after December 1, 2028, on any interest payment date (June 1 and December 1) at a price of par plus accrued interest to the date of prepayment. Page 1 of 4 The City has in the Bond Ordinance authorized the creation of a fund to be used for the payment of debt service on this bond, designated as the Debt Service Fund. The Debt Service Fund shall be drawn upon for the sole purpose of paying the principal of and interest on this bond. The City hereby irrevocably covenants and agrees with the owner of this bond that it will include in its annual budget and levy taxes annually, within and as a part of the tax levy permitted to the City without a vote of the electorate, upon all the property subject to taxation in amounts sufficient; together with other money legally available therefor, to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. Owners of this bond do not have a security interest in particular revenues or assets of the City. This bond is not a debt or indebtedness of the State of Washington, or any political subdivision thereof other than the City. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. This bond is issued pursuant to the Constitution and laws of the State of Washington, and duly adopted ordinances of the City. This bond is transferable upon compliance with the conditions set forth in the Loan Commitment. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist, to have happened, been done and perforated precedent to and in the issuance of this bond exist, have happened, been done and performed and that the issuance of this bond does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Tukwila, Washington, has caused this bond to be executed by the manual or facsimile signature of the Mayor of the City Council and attested by the manual or facsimile signature of the Clerk, as of this 8th day of June, 2021. [SEAL] ATTEST: dci�v rl ity Clerk Page 2 of CITY OF TUKWILA, WASHINGTON By Mayor z P OF AUTHENTICATION AND REGISTRATION CERTIFICATE r This bond is the City of Tukwila, Limited Tax General Obligation Refunding Bond, 2021B (Taxable) described in the within mentioned Bond Ordinance and is registered in the name of the Registered Owner on the books of the City, in the office of the City Finance Director (the `Bond Registrar"), as to both principal and interest, as noted in the registration blank below. All payments of principal of and interest on this bond shall be made by the City to the Registered Owner from the Debt Service Fund. Date of Name and Address of Signature of Registration Registered Owner Bond Registrar Capital One Public Funding, LLC 1307 Walt Whitman Road 3'd Floor June 8, 2021 Melville, New York 11747 l E l � 1 j Page 3of4 ......... ................ ........... -AqZ7A& 7AIli All PAYMENT SCHEDULE Principal of and interest on this bond shall be due and payable according to the following schedule, subject to prepayment and adjustment of the interest rate, as described herein and in the Loan Commitment: Period Ending Principal Coupon Interest Debt Service 1 Z,'O 112021 36,082-18 36,082.18 06101112022 37;542.15 37,542-15 1210912022 183,100 2.700% 37,542A5 220,l 15 0610112023 35,070.30 35,070-30 12101/2023 187,600 2.7l 35,07030 222,670.30 06fO1/2024 32,537-70 32,537.70 /2101/2024 192A00 2.700% 32,53730 224,937.70 0610112025 29.940.30 29,940.30 12101/2025 198,500 2.700% 29,940-30 228,440-30 06/01112026 27,26055 27,260.55 12f0112026 202,800 2..700% 27,26055 230,060.55 0610112027 24,522-75 24,522-75 12101/2027 208,1 OG 2.700%+ 24,522-75 232,62235 0610112028 21,71340 211,713A0 1210112028 213,400 2,700% 21,713-40 235,113.40 0610112029 18,832-50 18,832-50 1210112029 218,600 2.700% 18,832-50 237,432-50 0610,1/20,30 15,881-40 15,889.40 12101/2030 223,700 2700% 15,881-40 239,581.40 06101"2031 12,861-45 12,861,45 1210112031 229,900 2.7004 12,86145 242,761.45 0610112032 9,757-80 9,757.80 1210//2032 234,900 2300% 9,757.80 244,657.€30 0610112033 6,586-65 6,586.65 12111112033 241,000 2.700% 6,586-65 247,586.65 0610112034 3,333A5 3,333.15 1210112034 246,900 2.700% 3,333.15 250,23115 2,780,900 587,762.38 3,31513,662-38 Page 4 of 4 .......... . ........... NO. R -I UNITED STATES OF AMERICA TRANSFER RESTRICTED $1,072,300 THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION. THIS BOND IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS PROVIDED IN THE LOAN COMMITMENT DESCRIBED BELOW AND MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED THEREIN. STATE OF WASHINGTON CITY OF TUKWILA LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2021C (TAXABLE) DATE OF ISSUANCE: JUNE 8, 2021 MATURITY DATE: DECEMBER 1, 2023 INTEREST RATE: 1.15% PER ANNUM, SUBJECT TO THE DEFAULT RATE REGISTERED OWNER: CAPITAL ONE PUBLIC FUNDING, LLC PRINCIPAL AMOUNT: ONE MILLION SEVENTY-TWO THOUSAND THREE HUNDRED AND NO/100 DOLLARS The City of Tukwila, Washington, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, on or before the Maturity Date identified above, the Principal Amount identified above and to pay interest thereon from the date of delivery, or the most recent date to which interest has been paid or duly provided for, at the Interest Rate set forth above (the "Interest Rate"). Interest on this bond shall accrue from its dated date until paid and shall be computed per annum on the principal amount outstanding on a 30/360 basis. Principal of and accrued interest on this bond shall be payable on the dates set forth in the payment scheduled attached hereto. Notwithstanding the foregoing, the Interest Rate on this bond may increase to a Default Rate upon the occurrence and continuation of an Event of Default, each as defined in the Loan Commitment between the City and Capital One Public Funding, LLC, as lender (the "Loan Commitment"). Both principal of and interest on this bond shall be payable in lawful money of the United States of America. Principal and interest on this bond shall be payable by wire transfer in immediately available funds or by other means mutually acceptable to the Registered Owner and the City. Upon final payment of principal and interest of this bond, the Registered Owner shall surrender this bond for cancellation at the office of the Bond Registrar in accordance with Ordinance No. 2654 of the City (the "Bond Ordinance"). This bond is issued pursuant to the Bond Ordinance to provide funds to refund certain outstanding general obligations bonds of the City and to pay costs of issuance. Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance and the Loan Commitment, as applicable. This bond is not subject to prepayment at the option of the City prior to maturity. Page 1 of 4 The City has in the Bond Ordinance authorized the creation of a fund to be used for the payment of debt service on this bond, designated as the Debt Service Fund. The Debt Service Fund shall be drawn upon for the sole purpose of paying the principal of and interest on this bond. The City hereby irrevocably covenants and agrees with the owner of this bondthat it will 'include in its annual budget and levy taxes annually, within and as a part of the tax levy permitted to the City without a vote of the electorate, upon all the property subject to taxation in amounts sufficient, together with other money legally available therefor, to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. Owners of this bond do not have a security interest in particular revenues or assets of the City. This bond is not a debt or indebtedness of the State of Washington, or any political subdivision thereof other than the City. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. This bond is issued pursuant to the Constitution and laws of the State of Washington, and duly adopted ordinances of the City. This bond is transferable upon compliance with the conditions set forth in the Loan Commitment. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist, to have happened, been done and performed precedent to and in the issuance of this bond exist, have happened, been done and performed and that the issuance of this bond does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Tukwila, Washington, has caused this bond to be executed by the. manual or facsimile signature of the Mayor of the City Council and attested by the manual or facsimile signature of the Clerk, as of this 8th day of dune, 2021. [SEAL] ATTEST: ity Clerk Page 2 of 4 CITY OF TUKWILA, WASHINGTON f� yor 11, Iii -71 !I CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond is the City of Tukwila, Limited Tax General Obligation Refunding Bond, 2021C (Taxable) described in the within mentioned Bond Ordinance and is registered in the name of the Registered Owner on the books of the City, in the office of the City Finance Director (the "Bond Registrar"), as to both principal and interest, as noted in the registration blank below. All payments of principal of and interest on this bond shall be made by the City to the Registered Owner from the Debt Service Fund. Date of Name and Address of Signature of iRegistration Registered Owner Bond Registrar I Capital One Public Funding, LLC 1307 Walt Whitman Road, 31d Floor f�June 8, 2021 Melville, New York l 1747 r( X111 > i i f� i i i` i ,�` Page 3 of 4 �� PAYMENT SCHEDULE Principal of and interest on this bond shall be due and payable according to the following schedule, subject to adjustment of the interest rate, as described herein and in the Loan Commitment: Period Ending Principal Coupon Interest Debt Service 121O112021 5,925.95 5,925-95 0610112022 6,165.73 6,16573 12101/2022 535,900 1-150% 6,165-73 542,065-73 061011X123 3,084-30 3,084-30 12101112023 536,400 1.150% 3,084.30 539,484-30 1,072,300 24,42601 1,096,72601 Page 4 of 4 CERTIFICATE REGARDING PAYMENT AND DELIVERY I, Vicky Carlsen, Finance Director of the City of Tukwila, Washington (the "City"), DO HEREBY CERTIFY, with respect to the issuance of the City's Limited Tax General Obligation Bond, 2021A (the "2021A Bond"), Limited Tax General Obligation Bond, 2021B (Taxable) (the "2021B Bond"), and Limited Tax General Obligation Refunding Bond, 2021C (Taxable) (the "2021C Bond" and together with the 2021A Bond and 2021B Bond, the "Bonds"), that I have received payment from Capital One Public Finding, LLC, or its duly appointed agent (the "Lender"), in the amount of $6,720,500.00, as follows: Sources of Funds: Principal Amount Debt Service Fund Contribution Total: Uses of Funds Deposit to Project Fund Deposit to Escrow Fund Costs of Issuance( ) Total Uses: 2021A Bond $2,867,300.00 $2,867,300.00 2021B Bond 2021C Bond $2,780,900.00 $1,072,300.00 Total $6,720,500.00 178,804.62 -- 178,804.62 $2,959,704.62 $1,072,300.00 $6,899,304.62 $2,850,000.00 -- -- $2,850,000.00 -- $2,942,940.05 $1,065,750.00 4,008,690.04 17,300.00 16,764.57 6,550.00 40,614.58 $2,867,300.00 $2,959,704.62 $1,072,300.00 $6,899,304.62 I' I Includes additional proceeds. Receipt of proceeds of the Bonds as set forth above is hereby acknowledged and confirmed on behalf of the City. On this date, the City delivered the Bonds to the Lender. Dated this 8th day of June, 2021. '7�� Vicky Carlsen, Finance Director RECEIPT FOR BONDS Receipt of the City of Tukwila, Washington, Limited Tax General Obligation Bond, 2021A, dated as of the date hereof, in the principal amount of $2,867,300, Limited Tax General Obligation Refunding Bond, 2021 B (Taxable), dated as of the date hereof, in the principal amount of $2,780,900, and Limited Tax General Obligation Refunding Bond, 2021C (Taxable), dated as of the date hereof, in the principal amount of $1,072,300 is hereby acknowledged on behalf of Capital One Public Finding, LLC. Dated this 8th day of June, 2021. CAPITAL ONE PUBLIC FINDING, LLC By: 4!" � kL� Name: Catherine DeLuca Title: Vice President 1 CLOSING MEMORANDUM Vicky Carlsen, City of Tukwila Tony Cullerton, City of Tukwila Aaron Williams, City of Tukwila David Cline, City of Tukwila Deanna Gregory, Pacifica Law Group Stacey Crawshaw-Lewis, Pacifica Law Group Toby Tobler, Pacifica Law Group Alison Benge, Pacifica Law Group Kristin Patterson, Pacifica Law Group Carolyn Morrison, U.S. Bank Aaron Fong, U.S. Bank Andrew Face, Commerce Bank of Washington Les Anderson, Commerce Bank of Washington From: Duncan Brown, PFM Financial Advisors LLC Steven Amano, PFM Financial Advisors LLC Johanna Crane, PFM Financial Advisors LLC Date: June 3, 2021 Jonathan A. Lewis, Capital One Drew Scrivener, Capital One Maryann Santos, Capital One John Flaherty, Capital One James Mullins, Capital One Cathy Deluca, Capital One Robert Steimel, Capital One Paul Sottnik, Capital One Brenda Barnes, Capital One Jeff Sharp, Capital One Toni Stegeman, Gilmore & Bell Jason Schurke, Gilmore & Bell Janelle Jackson, Gilmore & Bell Re: City of Tukwila, Washington (the "City") $2,867,300 Limited Tax General Obligation Bond, 2021A (the "2021A Bond") $2,780,900 Limited Tax General Obligation Refunding Bond, 2021 B (Taxable) (the "2021 B Bond") $1,072,300 Limited Tax General Obligation Refunding Bond, 2021C (Taxable) (the "2021C Bond") (Collectively, the "Bonds") Closing for the above referenced Bonds will occur on the morning of Tuesday, June 8, 2021. The Wires (as described below) should be initiated in the morning so that closing can be completed by 11:30 a.m. Pacific Time. Parties to the closing do not need to be present but should be available by telephone for closing. Promptly upon receiving funds from Capital One Public Funding (the "Purchaser"), U.S. Bank (the "Escrow Agent'), the City, and the Commerce Bank of Washington (the "2014 Bondholder") will notify Stacey Crawshaw-Lewis and Deanna Gregory at Pacifica Law Group ("Bond Counsel'), via email (stacey.lewis@pacificalawgroup.com, deanna.gregory@pacificalawgroup.com) or by phone at (206) 245- 1714 or (206) 245-1716. The total purchase price of the Bonds to be paid by the Purchaser is $6,720,500.00, which is calculated as follows (and equal to Wire 1, Wire 2, and Wire 3, as described below). Par Amount of the 2021A Bond Par Amount of the 2021 B Bond Par Amount of the 2021 C Bond Total Due at Closing $2,867,300.00 2,780,900.00 1,072,300.00 $6,720,500.00 Closing Memorandum City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 Page 2 of 3 Wire Instructions The following transfers are to occur the morning of Closing (the "Wires"): 1. Wire 1: The Purchaser will deliver $2,890,614.57 to the City BANK: US BANK NA ABA: _ A/C NAME: Cit of Tukwila ACCOUNT: USBANK CT WIRE CLEARING Ref: Tukwila LTGO 2021 2. Wire 2: The Purchaser will deliver $1,065,750.00 to the Escrow Agent BANK: US BANK NA ABA: Address: 60 LIVINGSTON AVE SAINT PAUL MN 55107 A/C NAME: USBANK CT WIRE CLEARING ACCOUNT: Tukwila WA GO 2014 Ref: Tukwila LTGOR Ref Esc (11) 21 3. Wire 3: The Purchaser will deliver $2,764,135.43 to the 2014 Bondholder BANK: Zions Bancorporation N.A. ABA: ACCOUNT: Beneficiary: Investment Dept Ref: Tukwila WA GO 2014 4. Wire 4: On or before the morning of June 8'", the City will deliver $178,804.62 to the 2014 Bondholder from its Debt Service Fund BANK: Zions Bancorporation N.A. ABA: ACCOUNT: Beneficiary: Investment Dept Ref: Tukwila WA GO 2014 Following the receipt of Wire 1, the City will have $2,890,614.57. The City will deposit $2,850,000.00 to its Project Fund, and the remaining $40,614.57 will be used to pay costs of issuance as set forth below (upon receipt of invoices from the service providers): Following the receipt of Wire 2, the Escrow Agent will have $1,065,750.00, which will be used as follows: - The $1,065,750.00 will be used to redeem the callable maturities of the City's outstanding Limited Tax General Obligation Refunding Bonds, 2011 (the LTGO 2011 Bonds") on December 1, 2021. Closing Memorandum City of Tukwila, Washington Limited Tax General Obligation and Refunding Bonds, 2021 Page 3 of 3 The total amount consists of LTGO 2011 Bonds principal of $1,050,000.00, and accrued interest of $15,750.00. Following the receipt of Wire 3 and Wire 4, the 2014 Bondholder will have $2,942,940.05, which will be used as follows: The $2,942,940.05 will be used to redeem the City's outstanding Limited Tax General Obligation Bonds, 2014 (the "LTGO 2014 Bond") on June 8, 2021. The total amount required to redeem the LTGO 2014 Bond includes the outstanding principal amount of $2,941,000.00, plus accrued interest of $1,940.05. Costs of Issuance: PFM Financial Advisors LLC (Financial Advisor) Pacifica Law Group LLP (Bond Counsel) Contingency Total Estimated Costs of Issuance $25,000.00 15,500.00 114.57 $40,614.57 It has been a pleasure working with you on this transaction. If you have any questions, please contact Duncan Brown at (206) 858-5367 or Steven Amano at (206) 858-5366. Limited Tax General Obligation and Refunding Bonds, 2021 Sources & Uses 2021A Bond 2021B Bond 2021C Bond Total Sources: Bond Principal $2,867,300.00 $2,780,900.00 $1,072,300.00 $6,720,500.00 Debt Service Fund Contribution 178,804.62 178,804.62 Total Sources: $2,867,300.00 $2,959,704.62 $1,072,300.00 $6,899,304.62 Uses: Deposit to Project Fund $2,850,000.00 $2,850,000.00 LTGO 2011 Refunding $1,065,750.00 1,065,750.00 LTGO 2014 Refunding $2,942,940.05 2,942,940.05 Costs of Issuance 17,300.00 16,764.57 6,550.00 $40,614.57 Total Uses: $2,867,300.00 $2,959,704.62 $1,072,300.00 $6,899,304.62 Bv: Name: Vicky Carlsen Title: Finance Director 1011 Plum Street SE P.O. Box 42525 0 Department of Commerce Olympia, WA 98504-2525 Phone: 360/725-2733 Email: buc@commerce.wa.gov BOND 101 REPORT FORM Issue ID: 2106-012 Date Submitted: 06/14/2021 1 Name of Issuer. City of Tukwila Address of Issuer: 6200 Southcenter Boulevard Tukwila, WA98188 Issue Type: City/Town Principle User, if different than issuer: Counties in which the entity using King the bond proceeds is located: ❑ Various Counties - More than four ❑ Statewide Was this bond voter approved? ❑ Yes ■ No Exact title of issue: Limited Tax General Obligation Bond, 2021A; Limited Tax General Obligation Refunding Bond, 2021 B (Taxable); Limited Tax General Obligation Refunding Bond, 2021 C (Taxable) Issue Sale Method: Private Placement If Competitive Bid, number of bids: Debt Type: GO Bond Debt Category: Bond Series: 2021 A; 2021 B; 2021 C 6 -DIGIT CUSIP: New/Refund/Combo: Combination of New and Refund CUSIP(S) of Refunded Bonds: 899052 Private Placement Number(s): Series or Issue Year of Refunded 2011 2014 Bonds: Advance Refund? ❑ Yes ■ No Net Present Value Savings: i $96,970.52 (Dated Date of Issue: 06/08/2021 I Issue Closing Date: 06/08/2021 Date of Issue Sale: 06/08/2021 Issue Maturity Date: 12/01/2034 Purpose Type: Other Purpose of Proceeds: to finance and/or reimburse costs related to capital improvements to the City's Public Works facilities, to refund certain outstanding limited tax general obligation bonds of the City, and to pay the costs of issuing the bonds Printed on 6/14/2021 8:03:21 PM Page 1 of 3 1011 Plum Street SE P.O. Box 42525 Department of Commerce Olympia, WA 98504-2525 2 5 Phone: 360/725-2733 Email: buc@commerce.wa.gov Is this a Bond Cap issuance? ❑ Yes ■ No If yes: Bond Cap Use Category: Project Title: Bond Cap Amount: Underlying Security Taxes NEW $0.00 ❑ Estimate REFUND $0.00 Tax -Exempt Par Value: $2,867,300.00 $15,500.00 ❑ Estimate $0.00 $0.00 ❑ Estimate Taxable par Value: $0.00 ❑ Estimate Feasiblity Study Cost: $3,853,200.00 ❑ Estimate Rating Agency Fee: Total Par Value: $2,867,300.00 Trustee Fee: $0.00 $3,853,200.00 Credit Enhancement: $0.00 Net Tax -Exempt Interest Rate: 1.7% ❑ Variable 2.562211% ❑ Variable Net Taxable Interest Rate: 0% ❑ Variable 0% ❑ Variable Discount: $0.00 ❑ Estimate $0.00 ❑ Estimate Premium: $0.00 ❑ Estimate $0.00 ❑ Estimate Yield: 1.700023% 1.700023% Underlying Security Taxes Gross Underwriting Spread: $0.00 ❑ Estimate Underwriting Spread per $1,000: $0.00 Bond Counsel Fee: $15,500.00 ❑ Estimate Legal/Underwriter's Counsel Fee: $0.00 ❑ Estimate Adminsitrative/Commission Fee: $0.00 ❑ Estimate Feasiblity Study Cost: $0.00 ❑ Estimate Rating Agency Fee: $0.00 ❑ Estimate Trustee Fee: $0.00 ❑ Estimate Credit Enhancement: $0.00 ❑ Estimate Escrow Costs: $0.00 ❑ Estimate Financial Advisor Fee: $25,000.00 ❑ Estimate Placement Agent: $0.00 ❑ Estimate Bond Insurance: $0.00 ❑ Estimate Printing, inc. Office Statement: $0.00 ❑ Estimate Out -of -State Travel: $0.00 ❑ Estimate Miscellaneous: $0.00 ❑ Estimate Name of Financial Advisor: Name of Bond Counsel: Name Of Lead Underwiter(s): PFM Financial Advisors LLC Pacifica Law Group LLP Capital One Public Funding, LLC Printed on 6/14/2021 8:03:21 PM Page 2 of 3 0 Department Name Of Company Insuring N/A Bond: Name of Bond Registrar: City of Tukwila Escrow Agent/Trustee: U.S. Bank National Association 1011 Plum Street SE P.O. Box 42525 Olympia, WA 98504-2525 Phone: 360/725-2733 Email: buc@commerce.wa.gov Standard & Poor's: N/A Moody's: N/A Fitch: N/A Other N/A IAre bond covenants available? I ■ Yes ❑ No Is an Official Statement available? 10 Yes ■ No Reporter Name: Kristin Patterson Title: Paralegal Affiliation: Pacifica Law Group LLP Address: 1191 Second Avenue, Suite 2000 Seattle, WA 98101-1158 Email: kristin.patterson@pacificalawgroup.com Phone: (206) 245-1700 Printed on 6/14/2021 8:03:21 PM Page 3 of 3 Notice Regarding Incurrence of Financial Obligation City of Tukwila, Washington Limited Tax General Obligation Bond, 2021A Limited Tax General Obligation Refunding Bond, 2021B (Taxable) Limited Tax General Obligation Refunding Bond, 2021C (Taxable) On June 8, 2021, the City of Tukwila, Washington (the "City") issued its Limited Tax General Obligation Bond, 2021 in a principal amount of $2,867,300, Limited Tax General Obligation Refunding Bond, 2021C (Taxable) in a principal amount of $2,780,900, and Limited Tax General Obligation Refunding Bond, 2021C (Taxable) in a principal amount of $1,072,300 (together, the "Bonds"). The Bonds were issued under Ordinance No. 2654 (the "Bond Ordinance") to (i) acquire, improve, develop and equip certain capital improvements to the City's public works facilities, (ii) to refund certain outstanding limited tax general obligations of the City, and (iii) to pay costs of issuance of the Bonds. The Bonds were privately placed with Capital One Public Funding, LLC in accordance with a Loan Commitment (the "Loan Commitment") dated June 8, 2021. The terms of the Bonds are described in the Bond Ordinance and Loan Commitment. Notes Regarding this Notice Filing. The City is filing this information for interested persons on the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("EMMA") system. This information is only accurate as of its date. The provision of this information to EMMA is not intended as an offer to sell any security and the City does not intend that the Loan Commitment involve the offering to the public of any security of the City. No representation is made as to whether this information is material or important with respect to any particular outstanding debt issue of the City or whether other events have occurred with respect to the City or its outstanding debt that might be material or important to owners of the City outstanding debt. Dated: June 8, 2021. Attachments: Loan Commitment (Redacted) Bond Ordinance (Redacted) LOAN COMMITMENT THIS LOAN COMMITMENT (this "Loan Commitment") is dated June 8, 2021, by and between CITY OF TUKWILA, WASHINGTON, a municipal corporation duly organized and existing under the laws of the State of Washington (the "City"), and CAPITAL ONE PUBLIC FUNDING, LLC (together with its successors and assigns, in such capacity, the "Lender"). RECITALS: WHEREAS, the City has authorized the issuance of its Limited Tax General Obligation Bond, 2021A in the principal amount of $2,867,300 (the "2021A Bond"), its Limited Tax General Obligation Refunding Bond, 2021B (Taxable) in the principal amount of $2,780,900 (the "2021B Bond") and its Limited Tax General Obligation Refunding Bond, 2021C (Taxable) in the principal amount of $1,072,300 (the "2021C Bond," and together with the 2021A Bond and 2021B Bond, the "Bonds") pursuant to Ordinance No. 2654, passed by the City Council of the City (the "Council") on May 17, 2021 (the "Bond Ordinance"); and WHEREAS, after soliciting proposals to purchase the Bonds, the Finance Director, as the designated representative of the City under the Bond Ordinance (the "Designated Representative"), has determined that the Bonds shall be sold to the Lender and the Lender shall acquire such Bonds as evidence of the underlying loan of the principal amounts described above to the City pursuant to the terms set forth in the Bonds and the Bond Ordinance and in this Loan Commitment; and WHEREAS, the Lender is willing to make the loan evidenced by the Bonds and the City is willing to sell the Bonds evidencing such loan to the Lender subject to the terms and conditions set forth in this Loan Commitment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Lender hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. Unless the context indicates otherwise, words importing the singular number shall include the plural number and vice versa. Capitalized terms not otherwise defined herein shall have the meanings set forth in the recitals of this Loan Commitment and in the Bond Ordinance. As used in this Loan Commitment, the following capitalized terms shall have the following meanings. "Bonds" mean together, the 2021A Bond, 2021B Bond, and 2021C Bond. "Bond Ordinance" means Ordinance No. 2654 passed by the Council on May 17, 2021. "CC means the City of Tukwila, Washington, a municipal corporation duly organized and existing under the laws of the State of Washington. "Closing Date" means June 8, 2021. "Council" or "City Council" means the Tukwila City Council, as the general legislative body of the City as the same is duly and regularly constituted from time to time. "Debt Service Fund" means the funds or accounts created pursuant to the Bond Ordinance for the purpose of paying debt service on each series of Bonds. "Default Rate" means the applicable Interest Rate plus 200 basis points (2.0%). "Event of Default" means the Lender's declaration in writing to the City that (i) there has been a failure to pay principal of or interest on the Bonds when due, as provided in the Bond Ordinance, this Loan Commitment, and the Bonds, allowing for a 10 -day grace period following any payment due date before the Lender may declare an Event of Default and allowing further for a 10 -day cure period (immediately following the 10 -day grace period) before the default rate of interest shall be applied to the Bonds; (ii) a failure by the City to comply with any of its obligations, or to perform any of its duties, under the Bond Ordinance, this Loan Commitment or the Bonds, which failure continues, and is not cured, for a period of more than 60 days after the Lender has made written demand on the City to cure such failure; or (iii) a material misrepresentation to the Lender by the City in the purchase of the Bonds, as reasonably concluded by the Lender after investigation and discussion with the City. "Interest Rate" means the 2021A Interest Rate, the 2021B Interest Rate, and/or the 2021C Interest Rate, as applicable. "Lender" means Capital One Public Funding, LLC, as Lender of the Bonds, and its successors and assigns. "Loan Commitment" means this Loan Commitment between the City and the Lender, as amended and supplemented from time to time in accordance with the terms hereof. "Proposal" means the written proposal of the Lender to acquire the Bonds, a copy of which is attached hereto as Exhibit A. "State" means the State of Washington. "2021A Bond" means the City of Tukwila, Washington, Limited Tax General Obligation Bond, 2021A, issued pursuant to the Bond Ordinance in a principal amount of $2,867,300. "2021A Interest Rate" means 1.700% per annum. "2021A Maturity" means December 1, 2031. "2021B Bond" means the City of Tukwila, Washington, Limited Tax General Obligation Refunding Bond, 2021B (Taxable), issued pursuant to the Bond Ordinance in a principal amount of $2,780,900. "2021B Interest Rate" means 2.700% per annum. "202113 Maturity" means December 1, 2034. "2021C Bond" means the City of Tukwila Washington, Limited Tax General Obligation Refunding Bond, 2021C (Taxable), issued pursuant to the Bond Ordinance in a principal amount of $1,072,300. "2021 C Interest Rate" means 1.150% per annum. "2021C Maturity Date" means December 1, 2023. 1.2 Relation to Other Documents. Nothing in this Loan Commitment shall be deemed to amend or relieve the City of its obligations under the Bonds or the Bond Ordinance. All references to other documents shall be deemed to include all amendments, modifications and supplements thereto to the extent such amendment, modification or supplement is made in accordance with the provisions of such document and this Loan Commitment. ARTICLE II BOND TERMS 2.1 Purchase and Payment of Bonds; Use of Proceeds. The City hereby accepts the Lender's Proposal to purchase the Bonds to evidence a loan of the principal amounts described herein and therein, a copy of which is attached as Exhibit A. All other proposals received by the City to purchase the Bonds are hereby rejected. To the extent that there are any inconsistences between the Proposal attached hereto as Exhibit A and this Loan Commitment, this Loan Commitment shall control. 2021A Bond. The Lender hereby agrees to acquire the 2021A Bond from the City on the Closing Date in the principal amount of $2,867,300 at a price of 100% of par subject to the terms of this Loan Commitment. The 2021A Bond shall be dated as of the Closing Date, mature on the 2021A Maturity Date, bear interest on the outstanding principal amount thereof at the 2021A Interest Rate (subject to adjustment upon the occurrence and continuation of an Event of Default as provided below) and shall be payable in installments semiannually on the dates and in the amounts as set forth in Exhibit B attached hereto and in the payment schedule attached to the 2021A Bond. 2021B Bond. The Lender hereby agrees to acquire the 2021B Bond from the City on the Closing Date in the principal amount of $2,780,900 at a price of 100% of par subject to the terms of this Loan Commitment. The 2021B Bond shall be dated as of the Closing Date, mature on the 2021B Maturity Date, bear interest on the outstanding principal amount thereof at the 2021B Interest Rate (subject to adjustment upon the occurrence and continuation of an Event of Default as provided below) and shall be payable in installments semiannually on the dates and in the amounts as set forth in Exhibit B attached hereto and in the payment schedule attached to the 2021B Bond. 2021 C Bond. The Lender hereby agrees to acquire the 2021C Bond from the City on the Closing Date in the principal amount of $1,072,300 at a price of 100% of par subject to the terms of this Loan Commitment. The 2021C Bond shall be dated as of the Closing Date, mature on the 2021C Maturity Date, bear interest on the outstanding principal amount thereof at the 2021C Interest Rate (subject to adjustment upon the occurrence and continuation of an Event of Default as provided below) and shall be payable in installments semiannually on the dates and in the amounts as set forth in Exhibit B attached hereto and in the payment schedule attached to the 2021C Bond. At the election of the Lender, upon written notice to the City following the occurrence of an Event of Default and until the time as such Event of Default is cured, the applicable Interest Rate on the applicable Bond shall increase by 200 basis points (2.00%) to the Default Rate. All rights, powers and remedies of the Lender granted in the Bond Ordinance, the Bonds, this Loan Commitment, and available under applicable law may be exercised at any time after the occurrence of an Event of Default, and shall be cumulative and shall not be exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. If legal action is taken by the Lender to enforce the provisions of the Bond Ordinance, this Loan Commitment or the Bonds, the Lender, if it prevails shall be entitled to its reasonable attorneys' fees and costs, including fees and costs at trial, on appeal, in any bankruptcy or insolvency proceeding, in any arbitration proceeding, or otherwise, including any allocated costs of in-house counsel. The Bonds are not subject to acceleration upon the occurrence of an Event of Default. The City may not prepay the 2021A Bond before December 1, 2026. The 2021A Bond may be prepaid at the option of the City in whole only, on or after December 1, 2026, on any interest payment date (June 1 and December 1) at a price of par plus accrued interest to the date of prepayment. If the 2021A Bond is prepaid in full, interest shall cease to accrue on the date such prepayment occurs. Prepayments in part shall be applied to installments of principal in inverse order of their respective due dates, unless otherwise agreed by the City and the Lender. The City may not prepay the 2021B Bond before December 1, 2028. The 2021B Bond may be prepaid at the option of the City in whole only, on or after December 1, 2028, on any interest payment date (June 1 and December 1) at a price of par plus accrued interest to the date of prepayment. If the 2021B Bond is prepaid in full, interest shall cease to accrue on the date such prepayment occurs. Prepayments in part shall be applied to installments of principal in inverse order of their respective due dates, unless otherwise agreed by the City and the Lender. The 2021C Bond is not subject to prepayment. The City shall make all principal and interest payments on the Bonds at the times and in the amounts specified herein. Any payment by the City to the Lender shall be applied first to pay accrued interest, and second to pay the applicable Bond principal. The City will use proceeds of the Bonds for the purposes provided for in the Bond Ordinance. The City will pay all costs and expenses incurred by it in connection with the issuance and sale of the Bonds. 2.2 Security. (a) Pursuant to the Bond Ordinance, the Bonds are being issued by the City as limited tax general obligation bonds. The City has covenanted and agreed irrevocably that the annual tax provided for herein to be levied for the payment of such principal and interest shall be within and as a part of the tax levy permitted to cities without a vote of the people, and that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bonds when due. (b) No later than the date each payment of principal of or interest on the Bonds becomes due, the City shall transmit sufficient funds, from the Debt Service Fund or from other legally available sources, to the Lender for the payment of such principal or interest. (c) The Bonds do not constitute a debt or indebtedness of King County, the State of Washington or any other political subdivision thereof other than the City. ARTICLE III CONDITIONS PRECEDENT As conditions precedent to the obligation of the Lender to acquire the Bonds from the City, the City shall provide to the Lender on or prior to the Closing Date: 3.1 The approving legal opinions of Pacifica Law Group LLP, addressed to the City and the Lender, dated as of the Closing Date, in forms and substance satisfactory to the Lender, 3.2 A copy of the Bond Ordinance, certified by an appropriate official of the City as having been duly enacted by the City and as being in full force and effect on the Closing Date; 3.3 A copy of this Loan Commitment, executed by the City and the Lender; 3.4 The executed Bonds; and 3.5 Such additional legal opinions, certificates, proceedings, instruments and other documents as the Lender and its counsel may reasonably request. ARTICLE IV REPRESENTATIONS AND WARRANTIES The City represents and warrants as of the date hereof and the date of any advance hereunder that: 4.1 The City is a duly created and existing municipal corporation under the constitution and laws of the State. 4.2 The Bond Ordinance has been duly enacted by the Council, has not been amended, modified, rescinded or superseded and is a legal, valid and binding obligation of the City. The City is not in breach of or in default under the Bond Ordinance. 4.3 The City has full legal right, power and authority to enter into and to perform, and has duly authorized the execution and delivery of this Loan Commitment. When executed and delivered, this Loan Commitment will be a legal, valid and binding obligation of the City. 4.4 The City is duly authorized and has full legal right, power and authority to issue, sell and deliver the Bonds to be acquired by the Lender and, when issued and delivered, the Bonds will be legal, valid and binding obligations of the City. 4.5 The City is duly authorized and has full legal right, power and authority to undertake the transactions contemplated by the Bond Ordinance and this Loan Commitment. 4.6 There is no action, suit, proceeding or investigation at law or in equity before or by any court or governmental body pending or, to the best of the knowledge of the City, threatened against the City to restrain or enjoin the acceptance of this Loan Commitment, the passage of the Bond Ordinance or the execution and delivery of the Bonds, or the collection and application of the funds as contemplated by the Bond Ordinance and this Loan Commitment, that, in the reasonable judgment of the City, would have a material and adverse effect on the ability of the City to pay the amounts due under this Loan Commitment and the Bonds. 4.7 The acceptance of this Loan Commitment, the enactment of the Bond Ordinance, and the execution and delivery of the Bonds will not conflict in any material respect with, or constitute a material breach of or default under, any law, court decree, administrative regulation, ordinance or other agreement to which the City is a party or by which it is bound. ARTICLE V COVENANTS So long as the Bonds are outstanding, the City covenants and agrees with the Lender as follows: 5.1 Bond Ordinance Compliance. The City will comply in all respects with all provisions of the Bond Ordinance, which provisions are hereby incorporated into this Loan Commitment by reference as if such provisions were fully set forth herein. The City will comply in all respects with the provisions of all tax certificates and agreements executed and delivered by the City in connection with the 2021A Bond. The City will not amend or supplement the Bonds or the Bond Ordinance without the prior written consent of the Lender. 5.2 No Registration. The City agrees that it will not (a) cause the Bonds to be registered under the Securities Act of 1933 or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state; (b) apply for or obtain CUSIP numbers for the Bonds (unless a CUSIP is required by Rule G-34 of the Municipal Securities Rulemaking Board, as amended); (c) cause the Bonds to be registered in book entry form; (d) cause the Bonds to be rated by any rating agency; or (e) list the Bonds on any stock or other securities exchange. 5.3 Financial Statements. So long as the Bonds are outstanding, the City agrees to provide the Lender the following, upon request by the Lender: (a) Upon written request, as soon as available, the City shall provide the Registered Owner with a copy of its audited financial statements (the "Audit"), which may be in electronic .pdf format. In the event the Audit is filed on the MSRB's "EMMA" website, to satisfy this requirement the City may email a link to the posted Audit to the Registered Owner. So long as the Lender is the Registered Owner of the Bond, the electronic Audit or EMMA link may be sent to the following email address or such other address as the Lender supplies to the City in writing): In the event that the Audit is not available when requested, the City will furnish unaudited financial statements to the Registered Owner in the manner described in this paragraph, and will then supply the Audit immediately upon the availability thereof, and (b) such other financial information of the City as the Lender may from time to time reasonably request. 5.4 Nature of Sale; Acknowledgement. City acknowledges and agrees that (i) the transaction contemplated herein is an arm's length commercial transaction between the City and the Lender, (ii) in connection with such transaction, the Lender and its affiliates are acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the City, (iii) the Lender and its affiliates are relying on the Bank exemption in the Municipal Advisor Rules, (iv) the Lender and its affiliates have not provided any advice or assumed any advisory or fiduciary responsibility in favor of the City with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Lender, or any affiliate of the Lender, has provided other services or advised, or is currently providing other services or advising the City on other matters), (v) the Lender and its affiliates have financial and other interests that differ from those of the City, and (vi) the City has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate. 5.5 City's Notice Filings Related to the Bonds for SEC Rule 15(c)2-12. In connection with the City's compliance with any continuing disclosure undertakings (each, a "Continuing Disclosure Agreement") entered into by the City on and after February 27, 2019, pursuant to SEC Rule 15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the "Rule"), the Lender acknowledges that the City may be required to file with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system, or its successor (`EMMA"), notice that the City has incurred obligations hereunder and notice of certain subsequent events reflecting financial difficulties in connection with the Bonds. The City agrees that it shall not file or submit, or permit to be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive or confidential information about the Lender or its affiliates: address and account information of the Lender or its affiliates, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers, employees and signatories of the Lender or its affiliates, unless otherwise required for compliance with the Rule or otherwise required by law. The City acknowledges that the Lender is not responsible for the City's compliance or noncompliance with the Rule or any Continuing Disclosure Agreement. ARTICLE VI MISCELLANEOUS 6.1 Participants and Transferees. The Bonds shall be transferrable with the City's consent, or without the City's consent, either to (a) an affiliate of the Registered Owner or (b) banks, insurance companies or other financial institutions or their affiliates that complete a purchaser letter substantially in the form executed by the Lender in connection with the issuance of the Bonds and in a form satisfactory to Bond Counsel to the City. Nothing herein shall limit the ability of the Registered Owner or its assignees to sell or assign participation interest in the Bonds to one or more entities listed in (a) or (b) of the previous sentence. 6.2 Survival of This Loan Commitment. All covenants, agreements, representations and warranties made in this Loan Commitment shall survive the issuance of the Bonds and shall continue in full force and effect so long as any obligations shall remain outstanding with respect to the Bonds. Whenever in this Loan Commitment the Lender is referred to, such reference shall be deemed to include the successors and assigns of the Lender, and all covenants, promises and agreements by or on behalf of the City which are contained in this Loan Commitment shall inure to the benefit of such successors and assigns. The rights and duties of the City, however, may not be assigned or transferred, except with the prior written consent of the Lender, and all obligations of the City hereunder shall continue in full force and effect notwithstanding any assignment by the City of any of its rights or obligations under the Bonds, the Bond Ordinance or this Loan Commitment or any entering into, or consent by the City to, any supplement or amendment to the Bonds, the Bond Ordinance or this Loan Commitment. 6.3 Modification of This Loan Commitment. No amendment, modification or waiver of any provision of this Loan Commitment shall be effective unless the same shall be in writing and signed by the Lender and the City, and no consent to any departure by the City from its obligations under this Loan Commitment shall in any event be effective unless the same shall be in writing and signed by the Lender. Any such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 6.4 Waiver of Rights by the Lender. No course of dealing or failure or delay on the part of the Lender in exercising any right, power or privilege under this Loan Commitment shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege. The rights of the Lender under this Loan Commitment are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have. 6.5 Notices. All notices, requests, demands, directions and other communications under the provisions of this Loan Commitment will be in writing (including facsimile communication) unless otherwise expressly permitted hereunder and will be sent and deemed received as follows: (i) if by first class mail, five (5) days after mailing; (ii) if by overnight delivery, on the next business day; (iii) if by telephone, when given to a person who confirms such receipt; and (iv) if by facsimile or electronic transmission, when telephonic confirmation of receipt is obtained. All notices will be sent to the applicable party at the following address or in accordance with the last unrevoked written direction from such party to the other parties hereto: If to the Lender: If to the City, to: 6.6 Survival of Representations and Warranties. All representations and warranties of the City contained in this Loan Commitment shall survive delivery of this Loan Commitment and the transactions contemplated hereby. 6.7 Severability. In case any one or more of the provisions contained in this Loan Commitment should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 6.8 Governing Law. THIS LOAN COMMITMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE. 6.9 Venue. The City agrees that any legal action or proceeding with respect to any of the obligations of the City under this Loan Commitment, the Bond Ordinance and the Bonds may be brought in any state court sitting in Seattle, Washington or in the United States City Court for the Western City of Washington. 6.10 Waiver of Jury Trial. To the extent permitted by applicable law, each of the parties waives any right to have a jury participate in resolving any dispute, whether sounding in Loan Commitment, tort, or otherwise between the parties arising out of, connected with, related to, or incidental to the relationship between any of them in connection with this Loan Commitment or the transactions contemplated hereby. Instead, any such dispute resolved in court will be resolved in a bench trial without a jury. 6.11 Headings. The table of contents and captions in this Loan Commitment are for convenience of reference only and shall not define or limit the provisions hereof. 6.12 Counterparts. This Loan Commitment may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one instrument, and shall become effective when copies hereof which, when taken together, bear the signatures of all of the parties hereto shall be delivered to the City and the Lender. 6.13 Washington Statutory Notice. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, TO EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. [signature page immediately follows] IN WITNESS WHEREOF, the parties have executed this Loan Commitment as of the date first above written. CAPITAL ONE PUBLIC FUNDING, LLC [Signature Page to Loan Commitment] EXHIBIT A COPY OF THE LENDER'S PROPOSAL (attached) A-1 EXHIBIT B PAYMENT SCHEDULES 2021A Bond. Interest payments on the 2021A Bond will be due semiannually on December 1 and June 1, beginning December 1, 2021 through maturity. Principal payments on the 2021A Bond will be due annually on December 1, beginning December 1, 2022 through the 2021A Maturity Date, subject to prior prepayment. See the amortization schedule attached to the 2021A Bond. 2021E Bond. Interest payments on the 2021B Bond will be due semiannually on December 1 and June 1, beginning December 1, 2021 through maturity. Principal payments on the 2021B Bond will be due annually on December 1, beginning December 1, 2022 through the 2021B Maturity Date, subject to prior prepayment. Seethe amortization schedule attached to the 2021B Bond. 2021C Bond. Interest payments on the 2021C Bond will be due semiannually on December 1 and June 1, beginning December 1, 2021 through maturity. Principal payments on the 2021C Bond will be due annually on December 1, beginning December 1, 2022 through the 2021C Maturity Date. See the amortization schedule attached to the 2021 C Bond. Cl*ty of Tu11CWi*1a Washington Ordinance No. 2 5 Lt AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,200,000 TO FINANCE AND/OR REIMBURSE COSTS RELATED TO CAPITAL IMPROVEMENTS TO THE CITY'S PUBLIC WORKS FACILITIES, TO REFUND CERTAIN OUTSTANDING LIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY, AND TO PAY THE COST OF ISSUING THE BONDS; PROVIDING THE FORM, TERMS AND COVENANTS OF THE BONDS; DELEGATING THE AUTHORITY TO APPROVE THE SALE OF THE BONDS; PROVIDING FOR OTHER MATTERS RELATING THERETO; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City Council (the "Council")ofthe City of Tukwila, Washington (the "City") has deemed it in the best interest of the City to acquire, improve, develop and equip certain capital improvements to the City's public works facilities (the "Project"); and WHEREAS, the City issued its Limited Tax General Obligation Refunding Bonds, 2011 on December 28, 2011, pursuantto Ordinance No. 2361 passed by the Council on December 5, 2011 (the "2011 Ordinance"), in the original principal amount of $4,620,000 (the "2011 Bonds"); and WHEREAS, the 2011 Ordinance provides that the City may redeem the 2011 Bonds maturing on or after December 1, 2022, on any date on or after December 1, 2021, in whole or in part, at the price of par plus accrued interest, if any, to the date of redemption (the "2011 Refunding Candidates"); and WHEREAS, the City issued its Limited Tax General Obligation Bond, 2014 (Taxable), on December 16, 2014 pursuant to Ordinance No. 2465 passed by the Council on December 1, 2014, as amended by Ordinance No. 2472 passed by the Council on March 16, 2015 (as amended, the "2014 Ordinance," and togetherwith the CC:\Legislative Development\LTGO-Refunding Bond 2020—PW facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 1 of 13 2011 Ordinance, the "Outstanding Bond Ordinances"), in the original principal amount of $3,850,000 (the "2014 Bond"); and WHEREAS, the 2014 Ordinance provides that the City may redeem the 2014 Bond on any date on or after December 1, 2019 (the "2014 Refunding Candidate," and together with the 2011 Refunding Candidates, the "Refunding Candidates"); and WHEREAS, after due consideration, the Council has determined it is in the best interest of the City to authorize the issuance of one or more series of limited tax general obligation and refunding bonds in the aggregate principal amount of not to exceed $7,200,000, to pay and/or reimburse the City for all or a portion of the costs of the Project, to refund and defease all or a portion of the Refunding Candidates for debt service savings, and to pay costs of issuance forthe bonds; and WHEREAS, the City has issued a request for proposals from various financial institutions to purchase the bonds authorized herein; and WHEREAS, the Council wishes to delegate authority to the Finance Director (the "Designated Representative"), for a limited time, to select one or more proposals that are in the best interest of the City (if any); to approve the issuance from time to time, on a single date or on multiple dates, of one or more series of bonds; to designate each series of bonds as tax-exempt or taxable; to select the Refunding Candidates for redemption; and to approve the interest rates and the terms of the bonds within the parameters set by this ordinance; and WHEREAS, the Council now wishes to authorize the issuance of the bonds and sale of the bonds to the successful respondent(s) subject to the terms and conditions set forth in this ordinance; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Definitions. As used in this ordinance, the following words shall have the following meanings: Acquired Obligations mean the Government Obligations, if any, acquired by the City under the terms of this ordinance and the Escrow Agreement to effect the defeasance and refunding of the Refunded Bonds, butonlyto the extentthat the same are acquired at Fair Market Value. Bond Counsel means Pacifica Law Group LLP, Seattle, Washington, or an attorney at law or a firm of attorneys, which is admitted to practice law before the highestcourtof any state in the United States of America or the District of Columbia and nationally recognized and experienced in legal work relating to the issuance of tax- exempt bonds who is or are selected by the City. CCALegislative DevelopmenALTGO-Refunding Bond 2020—Mfacilities4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 2 of 13 Bond Purchase Contract means one or more commitments, bond purchase contracts, loan agreements, forward delivery agreements, or other contracts between the City and one or more Purchasers approved by the Designated Representative pursuant to this ordinance. Bond Register means the registration records for the Bonds maintained by the Bond Registrar. Bond Registrar means the City Finance Director or, at the option of the City, the fiscal agent for municipal bonds issued in the State, currently U.S. Bank National Association. Bonds means the Project Bond together with the Refunding Bonds, authorized to be issued from time to time underthis ordinance. Call Date means the date of redemption of the Refunded Bonds asset forth in the Escrow Agreement. City means the City of Tukwila, Washington, a municipal corporation duly organized and existing underthe laws of the State of Washington. City Administrator means the duly appointed and acting City Administrator, including anyone acting in such capacityforthe position, or the successorto the duties of that office. City Attorney meansthe duly appointed and acting City Attorney, including anyone acting in such capacity for the position, or the successorto the duties of that office. City Clerk means the duly appointed and acting City Clerk of the City or the successor to the duties of that office. Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of any Tax -Exempt Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of any Tax - Exempt Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, underthe Code. Commission means the United States Securities and Exchange Commission. Council or City Council means the Tukwila City Council, as the general legislative body of the City as the same is duly and regularly constituted from time to time. Debt Service Fund means the funds or accounts created pursuant to this ordinanceforthe purpose of paying debt service on each series of Bonds. Designated Representative meansthe Finance Director, or hisor herdesignee. Escrow Agent means U.S. Bank National Association, and its successors and assigns. CC:\Legislative DevelopmentITGO-Refunding Bond 2020—Mfacilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 3 of 13 Escrow Agreement means the Escrow Deposit Agreement between the City and the Escrow Agent. Fair Market Value means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction, except for specified investments as described in Treasury Regulation § 1.148-5(d)6), including United States Treasury obligations, certificates of deposit, guaranteed investment contracts, and investments for yield restricted defeasance escrows. Fair Market Value is generally determined on the date on which a contract to purchase or sell an investment becomes binding, and, to the extent required by the applicable regulations underthe Code, the term "investment" shall include a hedge. Federal Tax Certificate means the certificate executed by the City setting forth the requirements of the Code for maintaining the tax exemption of interest on the Tax - Exempt Bonds, and attachments thereto. Finance Director means the duly appointed and acting Finance Director of the City or the successor to such officer. Government Obligations mean those obligations now or hereafter defined as such in Chapter39.53 RCW. Interest Rate means the fixed rate of interest for each series of Bonds as approved by the Designated Representative and set forth in the applicable Bond and in th a Bon d Purchase Contract. Maturity Date means the date of final maturity for a series of Bonds, as set forth therein. Mayor or City Mayor means the elected Mayor of the City, or the successor to the duties of that office. Outstanding Bond Ordinances mean the 2011 Ordinance and the 2014 Ordinance. Project means the capital project described in Section 2 of this ordinance. Project Bond means the Limited Tax General Obligation Bond authorized to be issued pursuantto this ordinance to pay all or a portion of the costs of the Project and to pay costs of issuance for such Bond. Project Fund means the accountcreated pursuantto Section 7 of this ordinance. CCALegislative Development\LTGO-Refunding Bond 2020—PW facilities 4-20-21 VC -bis Review and analysis by Barbara Saxton Page 4 of 13 Purchaser means any bank or other financial institution selected to purchase one or more series of Bonds (or to accept delivery of one or more Bonds to evidence the City's obligations under a Bond Purchase Contract), as selected by the Designated Representative. Refunded Bonds mean all or a portion of the Refunding Candidates as designated by a Designated Representative for refunding pursuantto this ordinance. Refunding Account means the account by that name established pursuant to Section 7 of this ordinance. Refunding Bond or Bonds means one or more series of Limited Tax General Obligation Refunding Bonds authorized to be issued pursuant to this ordinance to refund and defease one or more series of the Refunded Bonds and to pay costs of issuance forsuch Bonds. Refunding Candidates mean the 2011 Refunding Candidates and the 2014 Refunding Candidate. Registered Owner means the person whose name the Bonds are registered to on the Bond Register. Rule means the Securities and Exchange Commission's Rule 15c2-12 under the Securities ExchangeActof 1934, as the same may be amended from time to time. State means the State of Washington. Taxable Bonds mean any Bonds of a series determined to be issued on a taxable basis pursuantto this ordinance. Tax -Exempt Bonds mean any Bonds of a series determined to be issued on a tax- exempt basis underthe Code pursuantto this ordinance. 2011 Bonds mean the City's Limited Tax General Obligation Refunding Bonds, 2011, issued pursuantto the 2011 Ordinance in the original aggregate principal amou nt of $4,620,000 on December 28, 2011. 2011 Ordinance means Ordinance No. 2361 passed by the Council on December 5, 2011, authorizing the issuance of the 2011 Bonds. 2011 Refunding Candidates mean the outstanding 2011 Bonds. 2014 Bond means the City's Limited Tax General Obligation Bond, 2014 (Taxable), issued pursuant to the 2014 Ordinance in the original aggregate principal amount of $3,850,000 on December 16, 2014. 2014 Ordinance means Ordinance No. 2465 passed by the Council on December 1, 2014, as amended by Ordinance No. 2472 passed by the Council on March 16, 2015, authorizing the issuance of the 2014 Bond. CCALeg islative DevelopmentITGO-Refunding Bond 2020—M faci lines 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 5 of 13 2014 Refunding Candidate means the outstanding 2014 Bond. Section 2. Authorization of the Project; Findings; Authorization of the Bonds. (a) Authorization of the Project. The Project Bond is being issued to finance and/or reimburse the City for costs of acquiring, improving, developing and equipping certain capital improvements to the City's public works facilities (the "Project") and paying costs of issuance for the Project Bond. The cost of all necessary and other costs incurred in connection with the Project shall be paid from other City funds legally available forsuch purposes. (b) Refunding Findings. The City has established financial policies which provide, as a general rule, that the City may issue refunding bonds to refund outstanding debt when, among other reasons, such refunding results in net present value savings. The Council hereby finds it is in the best interest of the City and its taxpayers that it issue one or more series of limited tax general obligation refunding bonds to refund the Refunded Bonds for aggregate net present value debt service savings. (c) Authorization of Bonds. For the purpose of paying and/or reimbursing the City for costs of the Project, defeasing and refunding the Refunded Bonds, and paying costs of issuance, the City is hereby authorized to issue and sell one or more series of limited tax general obligation and refunding bonds in the aggregate principal amount not to exceed $7,200,000 (the `Bonds"). The Bonds authorized herein may be issued from time to time, on a single date or on multiple dates, in one or more series, as Tax - Exempt or Taxable Bonds, pursuant to the authorization set forth in this ordinance, subjectto the conditions set forth in Section 10 hereof. The Bonds shall be general obligations of the City and shall be designated "City of Tukwila, Washington, Limited Tax General Obligation and Refunding Bonds, 2021" or other such designation as set forth in the Bonds and approved by the Designated Representative. Each Bond shall be dated as of its date of delivery to the applicable Purchaser, shall be fully registered as to both principal and interest, shall be in one denomination, and shall mature on the applicable Maturity Date. Each Bond shall bear interest from its dated date or the most recent date to which interest has been paid at the applicable Interest Rate. Interest on the principal amount of the Bonds shall be calculated per annum on a 30/360 basis, oras otherwise provided in the Bonds and in the Bond Purchase Contract. Principal of and interest on each Bond shall be payable at the times and in the amounts as set forth in the applicable Bond Purchase Contractand in the paymentschedule attached to such Bond. CCALeg islative DevelopmentITGO-Refunding Bond 2020—PW faci lities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 6 of 13 Section 3. Registration, Exchange and Payments. (a) Registrar/Bond Registrar. The Finance Director or the fiscal agent of the State shall act as Bond Registrar for the Bonds. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver the Bonds if transferred or exchanged in accordance with the provisions of the Bonds and this ordinance and to cant' out all of the Bond Registrar's powers and duties underthis ordinance. (b) Registered Ownership. The City and the Bond Registrar may deem and treat the Registered Owner of the Bonds as the absolute ownerfor all purposes, and neither the City northe Bond Registrar shall be affected by any notice to the contrary. Payment of the Bonds shall be made only as described in subsection (d) below. All such payments made as described in subsection (d) below shall be valid and shall satisfy th e liability of the City upon the Bonds to the extent of the amountso paid. (c) Transfer or Exchange of Registered Ownership. The Bonds shall not be transferrable withoutthe consentof the City except as provided in the Bonds and/or the Bond Purchase Contract. (d) Place and Medium of Payment. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Principal and interest on the Bonds shall be payable by check, warrant, ACH transfer or by other means mutually acceptable to the Purchaser and the City. Upon final payment of principal and interest of the Bonds, the Registered Owner shall surrender the Bonds for cancellation at the office of the Bond Registrar in accordance with this ordinance. (e) Additional Provisions. The Bonds will not be registered with The Depository Trust Company, New York, New York, or any other securities depository. No official statement, prospectus, offering circular or other offering statement containing material information with respectto the City or the Bondswill be provided in connection with the issuance of the Bonds, the Bondswill be unrated, and the Bondswill notbe assigned a CUSIP number. Section 4. Right of Prepayment. The City may prepay the Bonds asset forth in the applicable Bond Purchase Contract. If any Bond is prepaid in full, interest shall cease to accrue on the date such prepayment occurs. Section 5. Form of Bonds. The Bonds shall be in substantially the form setforth in ExhibitA, which is incorporated herein bythis reference. Section 6. Execution of Bonds. The Bonds shall be executed on behalf of the City with the manual or facsimile signature of the Mayor, and shall be attested by the manual or facsimile signature of the Clerk. Only such Bonds as shall bear thereon a Certificate of Authentication in theform set forth in ExhibitA, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bond so authenticated has been duly executed, authenticated and delivered hereunder and is entitled to the benefits of this ordinance. CCALegislative Development\LTGO-Refunding Bond 2020—PWfacilities4-20-21 Vr-hie RaiiouiWWII �n�hicic by Rnrh�r� Cwtnn In case either of the officers who shall have executed any Bond shall cease to be an officer or officers of the City before such Bond so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the City, such Bond may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the City as though those who signed the same had continued to be such officers of the City. Any Bond may also be signed and attested on behalf of the City by such persons who at the date of the actual execution of such Bond, are the proper officers of the City, although atthe original date of such Bond any such person shall not have been such officerof the City. Section 7. Application of Bond Proceeds. Proceeds of the Bonds shall be distributed as follows: (a) Project Fund. Net proceeds of the Project Bond shall be deposited in the Project Fund which is hereby authorized to be created, and used to pay costs of the Project and payment of costs of issuance of such Project Bond as set forth in the closing memorandum for such Project Bond. The Finance Directorshall investmoneyin the Project Fund in such obligations as may now or hereafter be permitted by law to cities of the State and which will mature prior to the date on which such money shall be needed, but only to the extent that the same are acquired, valued and disposed of at Fair Market Value. Upon completion of the Project, any remaining Project Bond proceeds (including interest earnings thereon) may be used for other capital projects of the City or shall be transferred to the Debt Service Fund forthe Project Bond. (b) Refunding Plan. For the purpose of realizing a debt service savings, the City proposes to refund and/or defease the Refunded Bonds as set forth herein. If the Designated Representative determines that it is in the best interest of the City to proceed with the refunding authorized herein, the Designated Representative shall designate all or a portion of the Refunding Candidates as Refunded Bonds and such designation shall beset forth in a Bond Purchase Contractor certificate of the City. The Designated Representative is hereby authorized to select the Refunded Bonds from the Refunding Candidates, to establish the Call Date for each series of the Refunded Bonds, to provide or cause to be provided notice of redemption of the Refunded Bonds in accordance with the applicable provisions of the Outstanding Bond Ordinances authorizing the issuance of the Refunded Bonds, and to take any action as determined to be necessaryand in the best interest of the City to refund the Refunded Bonds. Net proceeds of any Refunding Bond shall either be remitted to the City or deposited with the Escrow Agent pursuantto the Escrow Agreement, and shall be used immediately upon receipt thereof to defease and/or refund the Refunded Bonds as authorized by the applicable Outstanding Bond Ordinances and to pay costs of issuance of such Refunding Bond as set forth in the closing memorandum for such Refunding Bond. Any Refunding Bond proceeds and any other available funds of the City, if any, deposited with the Escrow Agent shall be used to defease the applicable series of CC:\Legislative DevelopmenALTGO-Refunding Bond 2020—Pw facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Paq e 8 of 13 Refunded Bonds and discharge the obligation thereon by either being held uninvested as cash or by the purchase of Acquired Obligations bearing such interest and maturing as to principal and interest in such amounts and at such times which, together with any necessary beginning cash balance, will provide for the payment of interest on such Refunded Bonds on the Call Date and the redemption price of such Refunded Bonds on the Call Date. Such Acquired Obligations, if any, shall be purchased at a yield not greater than the yield permitted by the Code and regulations relating to acquired obligations in connection with refunding the bond issues. (c) Escrow Agent; Escrow Agreement. U.S. Bank National Association is hereby appointed as Escrow Agent. The proceeds of any Refunding Bonds remaining after acquisition of the Acquired Obligations, if any, and provision for the necessary beginning cash balance shall be used to pay expenses of the acquisition and safekeeping of the Acquired Obligations and costs of issuance of such Refunding Bonds and the administrative costs of the refunding. In orderto carry outthe purposes of this section, the Designated Representative is authorized and directed to execute and deliver the Escrow Agreement to the Escrow Agent. (d) Call for Redemption of the Refunded Bonds. If the Designated Representative determines to proceed with the refunding of the Refunded Bonds, the City hereby agrees to set aside available funds of the City and sufficient funds out of proceeds of the Refunding Bonds, including from the purchase of the Acquired Obligations, if any, to make payments described above. The City authorizes the Designated Representative to call the Refunded Bonds for redemption in accordance with the provisions of the Outstanding Bond Ordinances. Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after the issuance of the Refunding Bonds. The Escrow Agentis hereby authorized to carry outthe terms of the Escrow Agenton behalf of the City, including the giving of notice of defeasance and/or redemption of the Refunded Bonds in accordancewith the applicable provisions of the Outstanding Bond Ordinances. Section 8. Tax Covenants. The City will take all actions necessary to assure the exclusion of interest on the Tax -Exempt Bonds from the gross income of the owners of the Tax -Exempt Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Tax - Exempt Bonds, including butnotlimited to thefollowing: (a) Private Activity Bond Limitation. The City will assure that the proceeds of the Tax -Exempt Bonds are not so used as to cause the Tax -Exempt Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (b) Limitations on Disposition of Projects. The City will not sell or otherwise transfer or dispose of (i) any personal property components of the projects financed and/or refinanced with proceeds of the Tax -Exempt Bonds other than in the ordinary course of an established government program under Treasury Regulation § 1.141- 2(d)(4); or (ii) any real property components of the projects, unless it has received an opinion of Bond Counsel to the effect that such disposition will not adversely affect the CC:\Legislative Development\LTGO-Refunding Bond 2020—PW facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 9 of 13 treatment of interest on the Tax -Exempt Bonds as excludable from gross income for federal income tax purposes. (c) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of such action would be to cause the Tax - Exempt Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) Rebate Requirement. The City will take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Tax -Exempt Bonds. (e) No Arbitrage. The City will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Tax -Exempt Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Tax -Exempt Bonds would have caused the Tax - Exempt Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code. (f) Registration Covenant. The City will maintain a system for recording the ownership of the Tax -Exempt Bonds that complies with the provisions of Section 149 of the Code until the Tax -Exempt Bonds have been surrendered and canceled. (g) Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to the Tax -Exempt Bonds for at least three years after the Tax -Exempt Bonds mature or are redeemed (whichever is earlier); however, if the Tax -Exempt Bonds are redeemed and refunded, the City will retain its records of accounting and monitoring at least three years after the earlier of the maturity or redemption of the obligations thatrefunded the Tax -Exempt Bonds. (h) Compliance with Federal Tax Certificate. The City will comply with the provisions of any Federal Tax Certificate with respect to the Tax -Exempt Bonds. In the event of any conflict between this section and the Tax Certificate, the provisions of the Tax Certificate will prevail. (i) Bank Qualification. In the Federal Tax Certificate executed in connection with the issuance of each series of Tax -Exempt Bonds, the City may designate such Bonds as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code for investment by financial institutions. The covenants of this Section 8 will survive payment in full or defeasance of the Tax - Exempt Bonds. CCALegislative Development\LTGO-Refunding Bond 2020—PW facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Page 10 of 13 Section 9. Pledge of Funds and Credit; General Obligation. The City hereby authorizes the creation of a fund or accountto be used forthe paymentof debtservice on each series of Bonds (the "Debt Service Fund"). No later than the date each payment of principal of or interest on the Bonds becomes due, the City shall transmit sufficient funds, from the Debt Service Fund or from other legally available sources, to the Registered Owner for the payment of such principal or interest. Money in the Debt Service Fund maybe invested in legal investments for City funds. The City hereby irrevocably covenants and agrees for as long as any Bonds are outstanding and unpaid that each year it will include in its budget and levy an ad valorem tax upon all the property within the City subject to taxation in an amount that will be sufficient, together with other revenues and money of the City legally available for such purposes, to pay the principal of and interest on the Bonds when due. The City hereby irrevocably pledges that the annual tax provided for herein to be levied for the payment of such principal and interest shall be within and as a part of the tax levy permitted to cities without a vote of the people, and that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bonds when due. Section 10. Sale of the Bonds. The Council has determined it would be in the best interest of the City to delegate to the Designated Representative for a limited time the authority to approve the final terms of each series of Bonds subject to the provisions of this ordinance. The Designated Representative has solicited proposals from bond purchasers and is hereby authorized to select a Purchaser for each series of Bonds that submits the proposal for such series that is in the best interest of the City. Each Bond issued under this ordinance shall be sold to the selected Purchaser pursuant to the terms of the Bond Purchase Contractforsuch Bond. Subject to the terms and conditions set forth in this Section 10, the Designated Representative is hereby authorized to approve the issuance, from time to time on a single date or on multiple dates to be determined to be in the best interest of the City, of one or more series of Bonds; to designate each series of Bonds as Tax -Exempt Bonds or Taxable Bonds; to select the Refunded Bonds from the Refunding Candidates; to select one or more Call Dates for the Refunded Bonds, to select one or more Purchasers; to approve the dated date, principal payment dates, interest payment dates, redemption/prepayment provisions, the Maturity Date, and the Interest Rate for each Bond; to agree to any additional terms and covenants that are in the best interest of the City and consistent with this ordinance; and to execute the sale of each Bond issued hereunderto the applicable Purchaser, provided that: (a) the aggregate principal (face) amount of all Bonds issued from time to time underthis ordinance does notexceed $7,200,000, CC:\Legislative DevelopmentITGO-Refunding Bond 2020—PW facilities 4-20-21 VC:bjs Review and analysis by Barbara Saxton Paqe 11 of 13 (b) the Maturity Date for each series of Bonds issued under this ordinance is no later than December 1, 2034, (c) the aggregate purchase price for each series of Bonds shall not be less than 98% of the aggregate stated principal amount of such series of Bonds, excluding any original issue discount, (d) the true interest cost for all Tax -Exempt Bonds (in the aggregate) does not exceed 2.50%, (e) the true interest cost for all Taxable Bonds (in the aggregate) does not exceed 3.00°/x, and (f) any Refunding Bond is sold for a price that results in a minimum aggregate net present value debt service savings over the Refunded Bonds to be refunded by such Refunding Bonds of at least 0.50%. Subject to the terms and conditions set forth in this section, the Designated Representative is hereby authorized to execute the one or more Bond Purchase Contracts for the sale of the Bonds. Following the sale of a series of Bonds, the Designated Representative shall provide a report to Council describing the sale and final terms of such Bonds approved pursuant to the authority delegated in this section. The authority granted to the Designated Representative by this Section 10 shall expire on December 31, 2021. Upon passage and approval of this ordinance, the proper officials of the City including the Designated Representative, the Mayor, the City Administrator and the City Clerk are authorized and directed to undertake all action necessary for the prompt execution and delivery of the Bonds to the Purchaser thereof and further to execute all closing certificates, agreements, and documents required to effect the closing and delivery of the Bonds in accordance with the terms of the Bond Purchase Contract. Section 11. Ongoing Disclosure; Covenants. The Bonds are exempt from ongoing disclosure requirements of the Rule. The City may agree in a Bond Purchase Contract to provide the Purchaser of a series of Bonds certain financial or other information and agree to such covenants as determined to be necessary by the Designated Representative. Section 12. Lost, Stolen or Destroyed Bonds. In case any Bond shall be lost, stolen or destroyed while in the Registered Owner's possession, the Bond Registrar may at the request of the Registered Owner execute and deliver a new Bond of like date, number and tenor to the Registered Owner thereof upon the Registered Owner's paying the expenses and charges of the City and the Bond Registrar in connection therewith and upon its filing with the City written certification that such Bond was actually lost, stolen or destroyed and of its ownership thereof. In the case any Bond shall be lost, stolen, or destroyed while in the Registered Owner's possession, the Registered Owner may elect upon final payment of principal and interest of such Bond to surrendera photocopyof the Bond forcancellation attheofficeof the Bond Registrar CCALegislative DevelopmenNLTGO-Refunding Bond 2020—PW facilities4-20-21 VC -bis Review and analvsis by Barbara Saxton Paqe 12 of 13 together with written certification that such Bond was actually lost, stolen or destroyed and of its ownership thereof. Section 13. Severability; Ratification. If any one or more of the covenants or agreements provided in this ordinance to be performed on the part of the City shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and shall be deemed separable from the remaining covenants and agreements of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds. All acts taken pursuantto the authority granted in this ordinance but prior to its effective date are hereby ratified and confirmed. Section 14. Corrections by Clerk. Upon approval of the City Attorney and Bond Counsel, the City Clerk is hereby authorized to make necessary corrections to this ordinance, including but not limited to the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations, ordinance numbering and section/subsection numbering; and other similar necessary corrections. Section 15. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE. CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at Attachment: ExhibltA — Form of Bond; Certificate of Authentication and Registration CCALegisbtive Devebpment\LTGO-Refunding Bond 2020—Mfacilities 4-20-21 I h� k,.'- "— - ar L - I n__s�. . D— I'l of VA NO. R-1 Exhibit A Form of Bond [TRANSFER RESTRICTIONS] UNITED STATES OF AMERICA STATE OF WASHINGTON CITY OF TUKWILA R LIMITED TAX GENERAL OBLIGATION [AND] [REFUNDING] BOND, 2021 [(TAXABLE)] INTEREST RATE: MATURITY DATE: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Tukwila, Washington, a municipal corporation organized and existing under and by virtue of the laws of the State of Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, on or before the Maturity Date identified above, the Principal Amount identified above and to pay interest thereon from the date of delivery, or the most recent date to which interest has been paid or duly provided for, at the Interest Rate set forth above (the "Interest Rate"). Interest on this bond shall accrue from its dated date until paid and shall be computed per annum on the principal amount outstanding on a 30/360 basis. Principal of and accrued interest on this bond shall be payable on the dates set forth in the payment scheduled attached hereto. Both principal of and interest on this bond shall be payable in lawful money of th e United States of America. Principal and intereston this bond shall be payable by check or warrant or by othermeans mutually acceptable to the Registered Owner and the City. Upon final payment of principal and interest of this bond, the Registered Owner shall surrender this bond for cancellation at the office of the Bond Registrar in accordance with Ordinance No. of the City (the "Bond Ordinance"). This bond is issued pursuant to the Bond Ordinance to provide funds [to finance and/or reimburse the City for costs of acquiring, improving, developing and equipping certain capital improvements to the City's public works facilities] [to refund certain outstanding general obligations bonds of the City] and to pay costs of issuance. Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance. [Prepayment provisions] This bond [has/has not] been designated by the City as a "qualified tax-exempt obligation" within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended. A-1 The City has in the Bond Ordinance authorized the creation of a fund to be used for the payment of debt service on this bond, designated as the Debt Service Fund. The Debt Service Fund shall be drawn upon for the sole purpose of paying the principal of and interest on this bond. The City hereby irrevocably covenants and agrees with the ownerof this bond that itwill include in its annual budgetand levytaxes annually,within and asa part of the tax levy permitted to the City without a vote of the electorate, upon all the property subject to taxation in amounts sufficient, togetherwith other money legally available therefor, to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. Owners of this bond do not have a security interest in particular revenues or assets of the City. This bond is not a debt or indebtedness of the State of Washington, or any political subdivision thereof otherthan the City. This bond shall not be valid or become obligatory for any purpose or be entitled to anysecurity or benefitunderthe Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. This bond is issued pursuant to the Constitution and laws of the State of Washington, and duly adopted ordinances of the City. This bond is transferable upon compliance with the conditions setforth in the Bond Ordinance. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist, to have happened, been done and performed precedent to and in the issuance of this bond exist, have happened, been done and performed and that the issuance of this bond does not violate any constitutional, statutory or other limitation upon the amountof bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Tukwila, Washington, has caused this bond to be executed by the manual or facsimile signature of the Mayor of the City of Tukwila and attested by the manual or facsimile signature of the City Clerk, as of this day of , 2021. [SEAL] CITY OF TUKWILA, WASHINGTON ATTEST: Christy O'Flaherty, MMC, City Clerk A-2 Allan Ekberg, Mayor CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond is the City of Tukwila, Limited Tax General Obligation and Refunding Bond, 2021 [(Taxable)] described in the within mentioned Bond Ordinance and is registered in the name of the Registered Owner on the books of the City, in the office of the City Finance Director (the "Bond Registrar'), as to both principal and interest, as noted in the registration blank below. All payments of principal of and interest on this bond shall be made by the City to the Registered Ownerfrom the Debt Service Fund.] Date of Name and Address of Signature of Registration Registered Owner Bond Registrar , 2021 A-3 Finance Director City of Tukwila Public Notice of Ordinance Adoption for Ordinance 2654. On May 17, 2021 the City Council of the City of Tukwila, Washington , adopted the following ordinance, the main points of which are summarized by title as follows: Ordinance 2654: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF ONE OR MORE SERIES OF LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,200,000 TO FINANCE AND/OR REIMBURSE COSTS RELATED TO CAPITAL IMPROVEMENTS TO THE CITY'S PUBLIC WORKS FACILITIES, TO REFUND CERTAIN OUTSTANDING LIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY, AND TO PAY THE COST OF ISSUING THE BONDS; PROVIDING THE FORM, TERMS AND COVENANTS OF THE BONDS; DELEGATING THE AUTHORITY TO APPROVE THE SALE OF THE BONDS; PROVIDING FOR OTHER MATTERS RELATING THERETO; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. The full text of this ordinance will be provided upon request. Christy O'Flaherty, MMC, City Clerk Published Seattle Times: May 20, 2021 0 PACIFICA LAW GROUP June 8, 2021 City of Tukwila Tukwila, Washington Capital One Public Funding, LLC Melville, New York Re: City of Tukwila, Washington Limited Tax General Obligation Bond, 2021A - $2,867,300 Ladies and Gentlemen: T 206.245.1700 1191 2nd Avenue, Suite 2000 Seattle, WA 98101-3404 pacificalawgroup.com We have acted as bond counsel to the City of Tukwila, Washington (the "City"), and have examined a certified transcript of the proceedings taken in the matter of the issuance by the City of its Limited Tax General Obligation Bond, 2021A (the "2021A Bond"), dated as of the date hereof, in the aggregate principal amount of $2,867,300, issued pursuant to Ordinance No. 2654 (the "Bond Ordinance") of the City to acquire, improve, develop and equip certain capital improvements to the City's public works facilities and to pay the costs for issuance of the Bond. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Bond Ordinance. The 2021A Bond may be prepaid prior to maturity as provided in the Loan Commitment (the "Loan Commitment") between the City and Capital One Public Funding, LLC, as lender (the "Lender"). Simultaneously with the issuance of the 2021A Bond, the City is issuing its Limited Tax General Obligation Refunding Bond, 2021B (Taxable), and Limited Tax General Obligation Refunding Bond, 2021C (Taxable) pursuant to the terms of the Bond Ordinance and the Loan Commitment. Regarding questions of fact material to our opinion, we have relied on representations of the City in the Bond Ordinance and in the certified proceedings and on other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based on the foregoing, we are of the opinion that, under existing law: 1. The 2021A Bond has been legally issued and constitutes a valid and binding general obligation of the City, except to the extent that the enforcement of the rights and remedies of the holders and owners of the Bond may be limited by laws relating to bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the City of Tukwila Capital One Public Funding, LLC June 8, 2021 Page 2 rights of creditors, by the application of equitable principles and the exercise of judicial discretion. 2. The Bond Ordinance is a legal, valid and binding obligation of the City, has been duly authorized, executed and delivered and is enforceable in accordance with its terms, except to the extent that enforcement may be limited by laws relating to bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors, by the application of equitable principles and the exercise of judicial discretion. 3. Both principal of and interest on the 2021A Bond are payable out of annual levies of ad valorem taxes to be made upon all of the taxable property within the City permitted to be levied without a vote of the electorate in the amounts which, together with other available funds, will be sufficient to pay such principal and interest as the same shall become due. 4. Interest on the 2021A Bond is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. The opinion set forth in the preceding sentence is subject to the condition that the City must comply with all requirements of the Code that must be satisfied subsequent to the issuance of the 2021A Bond in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The City has covenanted to comply with all applicable requirements. Failure to comply with certain of such covenants may cause interest on the 2021A Bond to be included in gross income for federal income tax purposes retroactively to the date of issuance of the 2021A Bond. Except as expressly stated above, we express no opinion regarding any tax consequences related to the ownership, sale or disposition of the 2021A Bond, or the amount, accrual or receipt of interest on, the 2021A Bond. The owner of the 2021A Bond should consult their tax advisors regarding the applicability of any collateral tax consequences of owning the 2021A Bond. This opinion is given as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. This opinion is solely for your benefit and may not be relied upon by, nor copies delivered to, any other person (other than as successors and assigns of the Lender as subsequent registered owners of the 2021A Bond) without our prior written consent. Very truly yours, PACIFICA LAW GROUP LLP Cep LLP 0 PACIFICA LAW GROUP June 8, 2021 City of Tukwila Tukwila, Washington Capital One Public Funding, LLC Melville, New York T 206.245.1700 1191 2nd Avenue, Suite 2000 Seattle, WA 98101-3404 pacificalawgroup.com Re: City of Tukwila, Washington Limited Tax General Obligation Refunding Bond, 2021B (Taxable) - $2,780,900 Limited Tax General Obligation Refunding Bond, 2021C (Taxable) - $1,072,300 Ladies and Gentlemen: We have acted as bond counsel to the City of Tukwila, Washington (the "City"), and have examined a certified transcript of the proceedings taken in the matter of the issuance by the City of its $2,780,900 Limited Tax General Obligation Refunding Bond, 2021B (Taxable) (the "2021B Bond"), and its $1,072,300 Limited Tax General Obligation Refunding Bond, 2021 C (Taxable) (the "2021 C Bond" and together with the 2021 B Bond, the "Bonds"), dated as of the date hereof, issued pursuant to Ordinance No. 2654 (the "Bond Ordinance") of the City to refund certain outstanding limited tax general obligations of the City and to pay the costs for issuance of the Bonds. Capitalized terms not otherwise defined herein shall have the meanings given such terms in the Bond Ordinance. The 2021B Bond may be prepaid prior to maturity as provided in the Loan Commitment (the "Loan Commitment") between the City and Capital One Public Funding, LLC, as lender (the "Lender"). The 2021C Bond is not subject to prepayment prior to maturity. Simultaneously with the issuance of the Bonds, the City is issuing its Limited Tax General Obligation Bond, 2021A pursuant to the terms of the Bond Ordinance and the Loan Commitment. Regarding questions of fact material to our opinion, we have relied on representations of the City in the Bond Ordinance and in the certified proceedings and on other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based on the foregoing, we are of the opinion that, under existing law: 1. The Bonds have been legally issued and constitute valid and binding general obligations of the City, except to the extent that the enforcement of the rights and remedies of the holders and owners of the Bonds may be limited by laws relating to bankruptcy, insolvency, City of Tukwila Capital One Public Funding, LLC June 8, 2021 Page 2 moratorium, reorganization or other similar laws of general application affecting the rights of creditors, by the application of equitable principles and the exercise of judicial discretion. 2. The Bond Ordinance is a legal, valid and binding obligation of the City, has been duly authorized, executed and delivered and is enforceable in accordance with its terms, except to the extent that enforcement may be limited by laws relating to bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors, by the application of equitable principles and the exercise of judicial discretion. 3. Both principal of and interest on the Bonds are payable out of annual levies of ad valorem taxes to be made upon all of the taxable property within the City permitted to be levied without a vote of the electorate in the amounts which, together with other available funds, will be sufficient to pay such principal and interest as the same shall become due. 4. Interest on the Bonds is not intended to be exempt from federal income taxes. Except as expressly stated above, we express no opinion regarding any tax consequences related to the ownership, sale or disposition of the Bonds, or the amount, accrual or receipt of interest on, the Bonds. The owner of the Bonds should consult their tax advisors regarding the applicability of any collateral tax consequences of owning the Bonds. This opinion is given as of the date hereof, and we assume no obligation to update, revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. This opinion is solely for your benefit and may not be relied upon by, nor copies delivered to, any other person (other than as successors and assigns of the Lender as subsequent registered owners of the Bonds) without our prior written consent. Very truly yours, PACIFICA LAW GROUP LLP CMp uW