HomeMy WebLinkAbout2013 Limited Tax General Obligation Bonds - $1,000,000 (Ord 2394 - Tukwila Metropolitan Park District Pool and Facilities Improvements)
2013 Limited Tax General Obligation Bonds –
Tukwila Metropolitan Park District Pool
and Facilities Improvements
$1,000,000
W-1 FOSTER PEPPER ....
TRANSCRIPT OF PROCEEDINGS
CITY OF TUKWILA, WASHINGTON
$1,000,000
LIMITED TAX GENERAL OBLIGATION BOND, 2013
Bond Dated: February 1, 2013
Closing Date: February 1, 2013
Bond Counsel
FOSTER PEPPER PLLC
CITY OF TUKWILA, WASHINGTON
$1,000,000
LIMITED TAX GENERAL OBLIGATION BOND, 2013
INDEX OF PROCEEDINGS
Document Tab
Ordinance No. 2394 (Bond Ordinance)...........................................................................................1
Affidavit of Publication of Ordinance No. 2394.............................................................................2
PurchaseOffer.................................................................................................................................3
Certificates Relating to Debt Capacity............................................................................................4
Calculation of Debt Limit
Certificate of Assessed Valuation
Certificate of General Obligation Debt Outstanding
ClosingCertificate...........................................................................................................................5
Signature Identification Certificate..................................................................................................6
Tax Exemption and Nonarbitrage Certificate...................................................................................7
IRSForm 8038-G...........................................................................................................................8
StateBond Report Form..................................................................................................................9
Certificateof Registrar...................................................................................................................10
Specimen Bond and Bond Register...............................................................................................11
Purchaser's Receipt and Certificate...............................................................................................12
Receiptfor Payment.......................................................................................................................13
LegalOpinion................................................................................................................................14
ClosingMemorandum...................................................................................................................15
51263191.2
T1 of
Washington
Ordinance No. D3 q I
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO CONTRACTING
INDEBTEDNESS; PROVIDING FOR THE ISSUANCE, SALE
AND DELIVERY OF $1,000,000 PRINCIPAL AMOUNT LIMITED
TAX GENERAL OBLIGATION BOND TO PROVIDE FUNDS
NECESSARY TO UNDERTAKE CERTAIN IMPROVEMENTS TO
THE POOL AND RELATED FACILITIES OWNED BY THE
TUKWILA METROPOLITAN PARK DISTRICT, AND TO PAY
THE COSTS OF ISSUANCE AND SALE OF THE BOND;
REPEALING ORDINANCE NO. 2393; 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. Definitions. As used in this ordinance, the following capitalized terms
shall have the following meanings:
A. "Bank" means Cashmere Valley Bank, or its corporate successor.
B. "Bond" means the City's Limited Tax General Obligation Bond, 2013, in the
principal amount of $1,000,000, issued pursuant to this ordinance.
C. "Bond Counsel" 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. "Bond Fund" means the Limited Tax General Obligation Bond Fund, 2013,
created for the payment of the principal of and interest on the Bond.
E. "Bond Register" means the books or records maintained by the Bond Registrar
for the purpose of identifying ownership of the Bond.
F. "Bond Registrar" means the Finance Director of the City.
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G. "Business Day" means any day of the year other than (i) a Saturday or Sunday,
(ii) any day on which banks located in City are required or authorized by law to remain
closed, or (iii) any day on which the New York Stock Exchange is closed.
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.
J. "Code" means the United States Internal Revenue Code of 1986, as amended,
and applicable rules and regulations promulgated thereunder.
K. "Finance Director" means the Finance Director or such other officer of the City
who succeeds to substantially all of the responsibilities of that office.
L. "Maturity Date" means December 1, 2022.
M. "Project" means certain improvements, repairs and upgrades to the pool and
related facilities owned by the Tukwila Metropolitan Park District, and other capital
purposes as deemed necessary and advisable in accordance with an interlocal
agreement between the City and the Tukwila Metropolitan Park District. Incidental costs
incurred in connection with carrying out and accomplishing the Project, consistent with
RCW 39.46.070, shall be included as costs of the Project. The term "Project" includes
acquisition, construction and installation of all necessary furniture, equipment,
apparatus, accessories, fixtures and appurtenances.
N. "Project Fund" means the Pool Improvement Fund, 2012, created for the
purpose of carrying out the Project.
O. "Purchase Offer" means the Bank's offer to purchase the Bond, setting forth
certain terms and conditions of the issuance, sale and delivery of the Bond.
P. "System of Registration" means the system of registration of the City's bonds
and other obligations set forth in Ordinance No. 1338 of the City.
Section 2. 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 and the Tukwila Metropolitan
Park District are in need of funds with which to undertake needed improvements,
repairs and upgrades to the pool and related facilities owned by the Tukwila
Metropolitan Park District and operated by the City pursuant to an interlocal agreement.
RCW 35.61.290, 35.61.300 and 67.20.010 authorize the City to independently or jointly
undertake such improvements to pools and other recreational facilities. The City
Council therefore finds that it is in the best interests of the City to carry out the Project.
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B.. Plan of Financing. Pursuant to applicable law, including without limitation
chapters 35.37 RCW, 39.46 RCW and other applicable law, 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 $1,666,666, which is expected to be made
up of proceeds of the Bond and other available money of the City or the Tukwila
Metropolitan Park District.
C. Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $1,000,000. 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 assessed valuation of the taxable property in the City is
$4,660,649,637 for the collection year 2012..
2. As of November 1, 2012, the City has limited tax general obligation
indebtedness, consisting of bonds and leases outstanding in the principal amount of
$28,022,930, which is incurred within the limit of up to 1Y2% of the value of the taxable
property within the City permitted for general municipal purposes without a vote.
3. As of November 1, 2012, the City has no unlimited tax general obligation
indebtedness for capital purposes only for general municipal purposes; for City -owned
water, artificial light, and sewers; or for acquiring or developing open space, park
facilities, and capital facilities associated with economic development.
D. The Bond. For the purpose of providing the funds necessary to carry out the
Project and pay the costs of issuance and sale of the Bond, the City Council finds that it
is in the best interests of the City and its taxpayers to issue and sell the Bond to the
Bank, pursuant to the terms set forth in the Purchase Offer.
Section 3. Authorization and Description of Bond.
A. The City shall borrow money on the credit of the City and issue its negotiable
limited tax general obligation bond evidencing indebtedness in the amount of
$1,000,000 to provide funds necessary to carry out the Project and to pay the costs of
issuance and sale of the Bond.
B. The Bond shall be issued as a single bond in the amount of $1,000,000, shall
be dated its date of delivery to the Bank, shall bear interest from its date, shall be issued
in fully registered form and shall be numbered R-1. The proceeds of the Bond, after
payment of costs of issuance, shall be deposited as set forth in Section 11 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.
C. From the date of delivery of the Bond to the Bank, through and including
November 30, 2015, the unpaid principal amount of the Bond will bear interest at a fixed
rate of 1.75% per annum. Commencing on December 1, 2015, through and including
November 30, 2018, the unpaid principal amount of the Bond will bear interest at a fixed
rate of 2.85% per annum. Commencing on.December 1, 2018, through and including
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December 1, 2022 (the Maturity Date), the unpaid principal amount of the Bond will bear
interest at a fixed rate of 4.00% per annum. Interest will be computed on the basis of a
360 -day year consisting of twelve 30 -day months.
D. The Bond will be paid in approximately equal semiannual installments of
principal and interest due on each June 1 and December 1, beginning June 1, 2013, to
the Maturity Date or earlier prepayment of the Bond. A debt service schedule
describing the installments of principal and interest on the Bond will be attached to the
Bond form as Exhibit A. The final installment payment of principal of and interest on the
Bond, whether on the Maturity Date or upon prepayment, shall be in an amount equal to
the remaining principal and interest due on the Bond.
Section 4. Bond Registrar; Registration and Transfer of Bond.
A. The Finance Director is appointed to act as Bond Registrar for the Bond. The
Bond shall be issued to the Bank only in registered form as to both principal and
interest. The Bond Register shall contain the name and mailing address of the owner of
the Bond. When the Bond has been paid in full, both principal and interest, the Bond
shall be surrendered by the owner to the Bond Registrar, who shall cancel the Bond.
B. The Bond may be assigned or transferred only in whole and Bank will not
transfer the Bond to a subsequent investor unless the Bank causes such investor to
receive such information regarding the City and the Bond as is necessary to comply
with Rule ' 10b-5 of the Securities and Exchange Commission. The Bank agrees to
indemnify the City and all of its agents and attorneys, with respect to any claim asserted
against the City or any of its agents or attorneys that is based on or related to the
Bank's sale, transfer or other disposition of the Bond, other than any claim that is based
upon the willful misconduct of the City or any of its agents or attorneys.
C. The Bond Registrar shall keep, or cause to be kept, sufficient books for the
registration and transfer of the Bond, which shall be open to inspection by the City at all
times. The Bond Registrar shall serve as the City's authenticating agent, registrar and
paying agent for the Bond and shall comply fully with all applicable federal and state
laws and regulations respecting the carrying out of those duties. The Bond Registrar is
authorized, on behalf of the City, to authenticate and deliver the Bond should it be
transferred or exchanged in accordance with the provisions of the Bond and this
ordinance, to serve as the City's paying agent for the Bond and to carry out all of the
Bond Registrar's powers and duties under this ordinance and the System of
Registration.
D. The Bond Registrar shall be responsible for its representations contained in the
Bond Registrar's Certificate of Authentication on the Bond. The Bond shall state on its
face that the principal of and interest on the Bond shall be paid only to the owner thereof
registered as such on the Bond Register as of the record date set forth therein and to no
other person or entity.
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Section 5. Payment of Bond. Both principal of and interest on the Bond shall be
payable in lawful money of the United States of America. Principal of and interest on
the Bond shall be paid by electronic funds transfer, or by checks or drafts of the Bond
Registrar mailed on the payment date to the registered owner at the address appearing
on the Bond Register no later than the second Business Day preceding the payment
date.
Section 6. Prepayment of Bond. The outstanding principal amount of the Bond
may be prepaid in whole or in part at any time prior to the Maturity Date at par plus
accrued interest to the date of prepayment. The City will provide the Bank with written
notice of any intended prepayment at least 15 days prior to such prepayment. date. At
any time there is a partial prepayment, the remaining semiannual installment payments
shall be recalculated as mutually agreed upon, in writing, by the City and the Bank to
reflect either a reduction in the semiannual payment amount, or the earlier maturity date
of the Bond. Within seven business days of prepayment, the Bank shall provide to the
City and the Bond Registrar a recalculated payment schedule.
Section 7. Failure To Pay Bond. If the Bond is not paid when properly presented
at its prepayment date or Maturity Date, the City shall be obligated to pay interest on the
Bond at the same rate provided in the Bond until the 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 owner.
Section 8. Pledge of Taxes. The Bond constitutes a general indebtedness of the
City and is payable from tax revenues of the City and such other money as is lawfully
available and pledged by the City for repaying the Bond. For as long as the Bond is
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 levy amounts sufficient, together with other money that
is lawfully available, to pay principal of and interest on the Bond as the same becomes
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 Bond.
Section 9. Tax Covenants; Designation of Bond as a "Qualified Tax -Exempt
Obligation."
A. Preservation of Tax Exemption for Interest on Bond. The City covenants
that it will take all actions necessary to prevent interest on the Bond 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 Bond or other funds of the City treated as
proceeds of the Bond at any time during the term of the Bond which will cause interest
on the Bond to be included in gross income for federal income tax purposes.
B. Post -Issuance Compliance. The Finance Director is authorized and directed
to review and update the City's written procedures to facilitate compliance by the City
with the covenants in this Section 9 and the applicable requirements of the Code that
must be satisfied after the issue date to maintain the tax treatment of the Bond and the
receipt of interest thereon.
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C. Designation of Bond as a "Qualified Tax -Exempt Obligation." The City
designates the Bond as a "qualified tax-exempt obligation" for the purposes of Suction
265(b)(3) of the Code, and makes the following findings and determinations:
the Bond is not a "private activity bond" within the meaning of Section 141
of the Code;
2. 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 Bond is issued will not exceed $10,000,000; and
3. the amount of tax-exempt obligations, including the Bond, 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 Bond is issued does not exceed
$10,000,000.
Section 10. Form and Execution of Bond.
A. Form of Bond; Signatures and Seal. The Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law. The 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 the 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, the 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. The 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 if the Bond contains a Certificate of Authentication in
substantially the following form, manually signed by the Bond Registrar, shall the Bond
be valid or obligatory for any purpose or entitled to the benefits of this ordinance:
"Certificate Of Authentication. This Bond is the fully registered City of Tukwila,
Washington, Limited Tax General Obligation Bond, 2013." The authorized signing of
the Certificate of Authentication shall be conclusive evidence that the Bond has been
duly executed., authenticated and delivered and is entitled to the benefits of this
ordinance.
Section 11. Funds; Deposit of Proceeds.
A. Bond Debt Service Fund. The Bond Fund is created as a special fund for the
sole purpose of paying principal of and interest on the Bond. Bond proceeds in excess
of the amounts needed to pay the costs of the Project and the costs of issuance, if any,
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shall be deposited into the Bond Fund. All amounts allocated to the payment of the
principal of and interest on the Bond shall be deposited in the Bond Fund as necessary
for the timely payment of amounts due with respect to the Bond. The principal of and
interest on the Bond shall be paid out of the Bond Fund, and until needed for this
purpose, the City may invest money in the Bond Fund temporarily in any legal
investment, and the investment earnings shall be retained in the Bond Fund and be
used for the purposes of that fund.
B. Project Fund. The Project Fund is created for the purpose of paying the costs
of the Project. Proceeds received from the sale and delivery of the Bond shall be
deposited into the Project Fund and used to pay the costs of the Project and costs of
issuance of the Bond. 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 be 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 12. Acceptance of Purchase Offer.
A. The Bank has submitted a proposal to purchase the Bond from the City under
the terms and conditions of the Purchase Offer. The City Council finds that accepting
the Purchase Offer is in the City's best interest and therefore accepts the Purchase
Offer. There will be no loan fee due to the Bank. The City will be responsible for all
other costs of issuance of the Bond. The amount of Bond Counsel's fee will be withheld
from the Bond proceeds and wire transferred, on behalf of the City, directly to Bond
Counsel at closing.
B. The Bond will be prepared at the City's expense and will be delivered to the
Bank in accordance with the Purchase Offer, with the approving legal opinion of Foster
Pepper PLLC, municipal bond counsel of Seattle, Washington, regarding the Bond. The
proper City officials are authorized and directed to do everything necessary for the
prompt delivery of the Bond to the Bank and for the proper application and use of the
Bond proceeds.
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 Bond to the Bank and for the proper application, use and
investment of the Bond proceeds. 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. Repealer. Ordinance No. 2393 of the City, passed December 10,
2012, is repealed in its entirety.
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Section 15. Financial Reporting Requirements. So long as the Bond is
outstanding, the City will provide to the Bank in form and content acceptable to the Bank
its annual financial report.
Section 16. 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 17. 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.
Section 18. 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 PF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this e,.N day of r 12013.
ATTEST/AUTHENTICATED:
Christy O'Fla rty, MMC, City CI kagg*eayo�r'
APPROVED AS TO FORM BY: Filed with the City Clerk: 1-'I b"
Passed by the City Council: -L7-1
-1
n Published:
Effective Date:
Shelley M. Kerslake, City Attorney Ordinance Number:
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City of Tukwila Public Notice of Ordinance Adoption for Ordinance 2394.
On January 22, 2013 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 2394: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS;
PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $1,000,000
PRINCIPAL AMOUNT LIMITED TAX GENERAL OBLIGATION BOND TO PROVIDE
FUNDS NECESSARY TO UNDERTAKE CERTAIN IMPROVEMENTS TO THE
POOL AND RELATED FACILITIES OWNED BY THE TUKWILA METROPOLITAN
PARK DISTRICT, AND TO PAY THE COSTS OF ISSUANCE AND SALE OF THE
BOND; REPEALING ORDINANCE NO. 2393; 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: January 25, 2013
("�C. tie $ea�tle Climes
City of Tukwila, Finance
Dana Almberg
6200 Southcenter Blvd
Tukwila, WA 98188
Re: Advertiser Account # 107510
Ad M 281758
Affidavit of Publication
STATE OF WASHINGTON
Counties of King and Snohomish
The undersigned, on oath states that he/she is an authorized
representative of The Seattle Times Company,
publisher of The Seattle Times of general circulation
published daily in King and Snohomish Counties, State
of Washington. The Seattle Times has been approved as a
legal newspaper by others of the Superior Court of King and
Snohomish Counties.
The notice, in the exact form annexed, was published in the
regular and entire issue of said paper or papers and distrib-
uted to its subscribers during all of the said period.
Justyne H. Menesini
Newspaper and Publication Date(s)
Seattle Times 01/25/13
Signature ✓�--
Subscribed and sworn to before me on .25 • 20 /3
DATE.
Christina C. McKenna
11'4�' e, &
ture) otary Public in and fo the bte of Washington, residing at Seattle
C'�Ctte Seattle C'�Cimes
Re: Advertiser Account # 107510 Ad #: 281758
City of Tukwila Public Notice of
AD TEXT Ordinance Adoption for Ordinance 2394.
On January 22, 2013 the City Council c
the City of Tukwila, Washington, adopte
the following ordinance, the main Points c
which are summarized by title as follows
SALE AND
PRINCIPAL
GENERAL
PAY THE COSTS OF ISSUANCE AND
SALE OF THE BOND; REPEALING OR-
DINANCE NO. 2393; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING
AN EFFECT VE DATE.
The full text of this ordinance will be Pro-
vided upon request.
Christy O'Flaherty, MMC, City Clerk
Published Seattle Times: January 25, 2013
Honorable City Council
City of Tukwila
6200 Southcenter Blvd
Tukwila, WA 98188
Honor -able Council Members,
13-015
Approval by Ord. No. 2394
January 22, 2013
Thank you for the opportunity to propose an offer to purchase the City of Tukwila, King
County, Washington, Limited Tax General Obligation Bond, 2013, (the "Bond").
Cashmere Valley Bank (the "Bank") has approved the borrowing outlined in this
commitment letter under the following terms:
1. Borrower: City of Tukwila, King County, Washington (the "City").
2. Amount: $1,000,000
3. Form: Fully registered, bank -qualified tax-exempt limited tax general
obligation bond issued by the City and purchased by the Bank at
private sale.
4. Purpose: For the purpose of making improvements to the Tukwila
Metropolitan Park District swimming pool and to pay related costs
of issuance of the Bond.
5. Bond Terms:
a) Interest Date:
From the Date of Delivery through and including November 30,
2015, the unpaid principal amount of the Bond will bear interest at a fixed
rate of 1.75% per annum. Commencing on December 1, 2015, through
and including November 30, 2018, the unpaid principal amount of the
Bond will bear interest at a fixed rate of 2.85% per annum. Commencing
on December 1, 2018, through and including December 1, 2022 (the
"Maturity Date"), the unpaid principal amount of the Bond will bear
interest at a fixed rate of 4.00% per annum. Interest will be computed on
1400 112th Avenue SE, Suite 100 a Bellevue, Washington 98004-6997 ^ (425) 688-3935 ^ Toll Free 1 (866) 252-2265 ^ Fax (425) 688-3937
City of Tukwila
January 22, 2013 .
Page 2
the basis of a 360 -day year consisting of twelve 30 -day months. The Bond
will be dated the Date of Delivery and will bear interest from its date.
b) Terms:
Approximately equal semiannual installments of principal and
interest will be due June 1 and December 1, beginning June 1, 2013 to the
Maturity Date or earlier prepayment. A debt service schedule describing
the above installments of principal and interest on the Bond is attached
hereto as Exhibit A and incorporated herein by this reference. The final
installment payment of principal of and interest on the Bond, whether on
the Maturity Date or upon prepayment, shall be in an amount equal to the
remaining principal and interest due on the Bond. The Bond Registrar and
Paying Agent will be the City of Tukwila.
C) Security
The City will irrevocably covenant for as long as the Bond is outstanding
and unpaid, that each year it will include in its budget and levy an ad
valorem tax, within and as a part of the tax millage levy permitted to cities
without a vote of the electorate, upon all the property within the City
subject to taxation in an amount which will be sufficient, together with all
other funds of the City which may legally be used and which the City may
apply for such purposes to pay the principal of and interest on the Bond as
the same shall become due and payable.
d) Transferability
The Bank will hold this Bond with no intent to sell or transfer.
The Bond may be transferred only in whole, subject to the Bank
Representations set forth in Section 9 herein, and as provided in the
authorizing ordinance (the "Bond Ordinance") to be adopted by the City
Council of the City (capitalized terms used herein will have the meanings
given them in the Bond Ordinance), and the Bond Ordinance is by this
reference incorporated herein.
6. Prepayment: The outstanding principal amount of the Bond may be prepaid in
whole or in part at any time prior to the Maturity Date at par plus accrued interest
to the date of prepayment. The City will provide the Bank with written notice of
any intended prepayment at least 15 days prior to such prepayment date. At any
time there is a partial prepayment, the remaining semiannual installment
payments shall be recalculated as mutually agreed upon, in writing, by the City
and the Bank to reflect either a reduction in the semiannual payment amount, or
the earlier maturity date of the Bond. Within seven (7) business days of
prepayment, the Bank shall provide to the City and the Bond Registrar a
recalculated payment schedule.
City of Tukwila
January 22, 2013
Page 3
7. Fees: There is no loan fee due to the Bank. The City is responsible for all other
costs of issuance of the Bond. An amount of $ 18,900, representing fees and costs
of bond counsel, will be withheld from Bond proceeds and wire transferred, on
behalf of the City, directly to bond counsel at closing.
8. Additional Terms: The Bond documents will be in the standard forms
customarily required by the _Bank for municipal funding and will include
additional terms and conditions not discussed above. The City will designate the
Bond as a "qualified tax-exempt obligation" under Section 265(b) (3) of the
Internal Revenue Code of 1986, as amended, for investment by financial
institutions. The City will provide its annual financial report to the Bank during
the period the Bond is outstanding and held by the Bank. At the date of closing
the Bond, the financial condition and credit of the City and all other features of
this transaction will be as represented to the Bank without material adverse
change. In the event of adverse material changes in the credit worthiness of the
City, including litigation involving or claims filed against the City, this
commitment will terminate upon notice by the Bank. This commitment is non -
assignable by the City. This commitment supersedes any prior commitments,
offers, or agreements, written or oral concerning this financing and can only be
modified in writing.
9. Bank Representations: As a material inducement to the City's promise to sell the
Bond to the Bank, the Bank hereby makes the following representations:
a) The Bank is a bank as defined in Section 3(a)(2) of the Securities Act of
1933, as amended, or a savings and loan association or other institution as
defined in Section 3(a)(5)(a) of the Securities Act of 1933.
b) The Bank is sufficiently knowledgeable and experienced in financial and
business matters, including the purchase and ownership of debt securities,
to be able to evaluate the risks and merits of the investment represented by
the purchase of the Bond, and it is capable of and has made its own
investigation of the City and the use of the Bond proceeds in connection
with its decision to purchase the Bond. The Bond is being acquired by the
Bank for investment and not with a view to, or for resale in connection
with, any distribution of the Bond, and the Bank intends to hold the Bond
for its own account and for an indefinite period of time, and does not
intend at this time to dispose of all or any part of the Bond. The Bank
understands that it may need to bear the risks of this investment for an
indefinite time, since any sale prior to maturity may not be possible.
C) The Bank acknowledges that (i) it has received a copy of the Bond
Ordinance and all other documents, certificates and instruments with
respect to the Bond and the transactions contemplated thereby that it
deems necessary to make a decision with respect to an investment in the
City of Tukwila
January 22, 2013
Page 4
Bond and (ii) it is familiar with the conditions, financial and otherwise, of
the City and understands the security pledged for payment of the Bond.
Further, the Bank understands and acknowledges that, among other risks,
principal of and interest on the Bond is payable solely from the sources
described in the Bond Ordinance. The Bank has made such inquiry with
respect to all of the foregoing as it believed to be desirable for its
purposes.
d) It is acknowledged that no official statement, offering. circular or other
securities disclosure document has been provided by the City, and that any
written information furnished by the City or any other party to the
transaction does not purport to fully disclose all information pertinent to
the Bond. In entering into this transaction, the Bank has not relied upon
any representations or opinions made by the City relating to the legal
consequences or other aspects of the transaction, nor has it looked to, nor
expected, the City to undertake or require any credit investigation or due
diligence reviews relating to the City, its financial condition or business
operations, the use of the Bond proceeds, or any other matter pertaining to
the merits or risks of the transaction, or the adequacy of the funds pledged
to secure repayment of the Bond.
e) The Bank has independently evaluated the factors associated with its
investment decision. The Bank has been given full and complete access to
and has been furnished with all information requested by the Bank
regarding the City and the use of the Bond proceeds, and has conducted
such other investigations relating to the City, the use of the Bond proceeds
and the Bond, as in the opinion of the Bank was necessary in connection
with its purchase of the Bond.
f) The Bank will not transfer the Bond to a subsequent investor unless the
Bank causes such investor to receive such information regarding the City
and the Bond as is necessary to comply with Rule lOb-5 of the Securities
and Exchange Commission. The Bank agrees to indemnify the City and
all of its agents and attorneys, with respect to any claim asserted against
the City or any of its agents or attorneys that is based on or related to the
Bank's sale, transfer or other disposition of the Bond, other than any claim
that is based upon the willful misconduct of the City or any of its agents or
attorneys.
10. Closing: The Bond is anticipated to close on or about February 1, 2013.
11. Acceptance: This commitment is not binding unless the City signs and returns
this letter to the Bank prior to the close of business on January 30, 2013 at which
time the commitment will expire without notice. If, after acceptance, the Bond
has not closed by February 15, 2013, this commitment will expire without notice.
City of Tukwila
January 22, 2013
Page 5
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND
CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE
NOT ENFORCEABLE UNDER WASHINGTON LAW.
Thank you for this opportunity to work with the City.
Sincerely,
CAS ERE VALLEY BANK
l
Ron Olsen
Director Municipal Services
Acknowledged and accepted this 22nd day of January, 2013
CITY OF TUKWILA
KING COUNTY, WASHINGTON
By; °�-- /12-311�Alp
Titl . 6�
cc: Alice Ostdiek, Foster Pepper
Payment Period
02/01/13
06/01/13
12/01/13
06/01/14
12/01/14
06/01/15
12/01/15
06/01/16
12/01/16
06/01/17
12/01/17
06/01/18
12/01/18
06/01/19
12/01/19
06/01/20
12/01/20
06/01/21
12/01/21
06/01/22
12/01/22
City of Tukwila
January 22, 2013
Page 6
EXHIBIT A
Interest
Beginning Principal Rate Interest
1,000,000.00 (50,731.67)
949,268.33 (48,258.90)
901,009.43 (48,681.17)
852,328.26 (49,107.13)
803,221.13 (49,536.82)
753,684.31 (49,970.26)
703,714.05 (46,537.07)
657,176.98 (47,200.23)
609,976.75 (47,872.83)
562,103.92 (48,555.02)
513,548.90 (49,246.93)
464,301.97 (49,948.70)
414,353.27 (48,277.93)
366,075.34 (49,243.49)
316,831.85 (50,228.36)
266,603.49 (51,232.93)
215,370.56 (52,257.59)
163,112.97 (53,302.74)
109,810.23 (54,368.80)
55,441.43 (55,441.43)
1.75%
(5,833.33)
1.75%
(8,306.10)
1.75%
(7,883.83)
1.75%
(7,457.87)
1.75%
(7,028.18)
1.75%
(6,594.74)
2.85%
(10,027.93)
2.85%
(9,364.77)
2.85%
(8,692.17)
2.85%
(8,009.98)
2.85%
(7,318.07)
2.85%
(6,616.30)
4.00%
(8,287.07)
4.00%
(7,321.51)
4.00%
(6,336.64)
4.00%
(5,332.07)
4.00%
(4,307.41)
4.00%
(3,262.26)
4.00%
(2,196.20)
4.00%
_ (1,108.83)
(56,565.00)
(131,285.26)
Ending
Cash flow
1,000,000.00
1,000,000.00
949,268.33
(56,565.00)
901,009.43
(56,565.00)
852,328.26
(56,565.00)
803,221.13
(56,565.00)
753,684.31
(56,565.00)
703,714.05
(56,565.00)
657,176.98
(56,565.00)
609,976.75
(56,565.00)
562,103.92
(56,565.00)
513,548.90
(56,565.00)
464,301.97
(56,565.00)
414,353.27
(56,565.00)
366,075.34
(56,565.00)
316,831.85
(56,565.00)
266,603.49
(56,565.00)
215,370.56
(56,565.00)
163,112.97
(56,565.00)
109,810.23
(56,565.00)
55,441.43
(56,565.00)
-
(56,550.26)
CITY OF TUKWILA, WASHINGTON
LIMITED TAX GENERAL OBLIGATION BONDS, 2013
CALCULATION OF DEBT LIMIT
Value of taxable property within the City of Tukwila, Washington (the "City"), as
fixed in 2011 for purpose of 2012 regular tax levies, per the Certificate of the King
County Assessor, dated as of November 20, 2012 (the "AV Certificate"):
NONVOTED DEBT CAPACITY
(per RCW 39.36.020) 1'/2% of the value of taxable property:
Less: Nonvoted Debt Outstanding as of November 1, 2012, per the City's
Certificate of General Obligation Debt Outstanding, dated as of February 1,
2013 (the "Debt Certificate"):
$4,660,649,637
$69,909,745
(28,022,930)
Less: The above -captioned bonds (the "Bonds"): (1,000,000)
REMAINING NONVOTED DEBT CAPACITY:
TOTAL DEBT CAPACITY FOR GENERAL PURPOSES
(Nonvoted and Voted, per RCW 39.36.020) 2'/2% of the value of taxable property:
Less: Voted Debt Outstanding as of November 1, 2012, per the Debt Certificate:
Less: Nonvoted Debt Outstanding as of November 1, 2012, per the Debt
Certificate:
Less: The Bonds:
REMAINING DEBT CAPACITY:
$40,886,815
$116,516,233
-0-
(28,022,930)
(1,000,000)
$87,493,303
Based upon the AV Certificate and the Debt Certificate, the issuance of the Bonds is within the
applicable constitutional and statutory debt capacity of the City.
DATED as of February 1, 2013.
51263191.2
L-2
King County
Department of Assessments
Accounting Division
500 Fourth Avenue, ADM -AS -0725
Seattle, WA 98104-2384
(206) 263-2308 FAX (206) 296-0106
Email: assessor.info@kingeounty.gov
htta://www.kingeounty.gov/assessor/
Lloyd Hara
Assessor
I, Lloyd Hara, 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 23, 2013 (for taxes payable in 2013) is $4,649,191,308
(Grand Total), $4,636,398,317 (Regular levy used for limited bonds),
and $4,622,471,785 (Excess Total which excludes all exempt senior
citizens). The TAV (timber assessed value) is $0.
WITNESS my hand this 24th day of January, 2013.
King County Assessor
LH:hjg
CERTIFICATE OF GENERAL OBLIGATION DEBT OUTSTANDING
I, Peggy McCarthy, as the Finance Director of the City of Tukwila, Washington (the
"City"), hereby certify that the outstanding general obligation debt of the City, as of
November 1, 2012, is as follows:
(1) Nonvoted Debt: The nonvoted debt of the City (including, but not limited to,
nonvoted general obligation bonds, long-term leases and other contracts) is $28,022,930.
(2) Voted Debt: The City has no voted debt.
I further certify that the City has not incurred additional nonvoted or voted debt since
November 1, 2012, except for the City's Limited Tax General Obligation Bond, 2013, in the
principal amount of $1,000,000, issued on the date hereof.
DATED as of February 1, 2013.
51263191.2
CITY OF TUKWILA, WASHINGTON
�)Iar - -
C
Peggy WrIii
y, Finance JIctor
CLOSING CERTIFICATE
I, JIM HAGGERTON, certify that I am the duly elected and acting Mayor of the City of
Tukwila, Washington (the "City"), authorized to execute and deliver this certificate and further
certify on behalf of the City as follows:
1. This certificate is delivered in connection with the issuance of the $1,000,000 par
value Limited Tax General Obligation Bond, 2013 (the "Bond"), of the City.
2. Ordinance No. 2394 of the City (the "Bond Ordinance"), the ordinance
authorizing the issuance and sale of the Bond, has not been modified or repealed.
3. The representations, warranties and covenants of the City contained in Bond
Ordinance were true and correct in all material respects on and as of the date hereof with the
same effect as if made on the date hereof.
4. To my knowledge and belief, no litigation or other proceedings are pending or
threatened in any court in any way: (a) affecting the position or title of the authorized officers
of the City; or (b) seeking to restrain or to enjoin the authorization, issuance, sale or delivery of,
or security for, any of the Bond; or (c) contesting or affecting the validity or enforceability of
the Bond or the Bond Ordinance; or (d) contesting the powers of the City or its authoritywith
respect to the Bond or the Bond Ordinance; or (f) materially affecting the finances of the City.
DATED as of February 1, 2013.
51263191.2
CITY OF TUKW LA, WASHINGTON
Ji aggerton
SIGNATURE IDENTIFICATION CERTIFICATE
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I, CHRISTY O'FLAHERTY, certify that I am the Clerk of the City of Tukwila,
Washington (the "City"), and have been at all times since April, 2008, and that JIM
HAGGERTON is the Mayor of the City and has been at all times since January, 2008.
I further certify that the $1,000,000 par value Limited Tax General Obligation Bond,
2013, of the City dated February 1, 2013, bears my signature as Clerk of the City and the
signature of JIM HAGGERTON as Mayor of the City.
CITY OF TUKWILA, WASHINGTON
CLV-�� O,E�- -
Christy O'Flalrelly, City Clerk
SUBSCRIBED AND SWORN TO before me this o?'� 6 day of January, 2013.
NX
VV
D���y�aQB.��u�,'�
"V4 SHINS'
51263191.2
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary public in and for the State of Washington,
residing att4k w �
My appointment expires // '911(p
TAX EXEMPTION AND NONARBITRAGE CERTIFICATE
CONCERNING $1,000,000
LIMITED TAX GENERAL OBLIGATION BOND, 2013
OF
CITY OF TUKWILA, WASHINGTON
I, Peggy McCarthy, on behalf of the City of Tukwila, Washington (the "City"), certify as
follows:
1. General.
1.1 Responsible Officer. I am the Finance Director of the City and, as such, am an
officer of the City responsible for issuing the City's $1,000,000 par value Limited Tax General
Obligation Bond, 2013 (the "Bond"), dated, delivered and paid for on the same date as the date
of this certificate (the "issue date").
1.2 Purpose of Certificate. This certificate is executed to establish the facts, estimates
and circumstances in existence on the issue date and the bona fide reasonable expectations of the
City on the issue date as to future events in connection with the Bond for the purposes of the
applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and
applicable Treasury Regulations under Sections 103, 141 and 148-150 of the Code.
1.3 Reasonable Basis for Expectations. To the best of my knowledge, information
and belief, this certificate accurately summarizes the facts, estimates and circumstances in
existence on the issue date, and the expectations of the City on the issue date about future events
in connection with the Bond are reasonable.
1.4 Defined Terms. Capitalized words used but not otherwise defined in this
certificate have the meaning set forth in Ordinance No. 2394, of the City (the "Bond
Ordinance").
2. . Purpose of Issuing the Bond.
2.1 . Governmental Purpose. The City is a local government unit of the State of
Washington, and the Bond is being issued for the purpose of providing the funds necessary to
pay the costs of certain improvements, repairs and upgrades to the pool and related facilities
owned by the Tukwila Metropolitan Park District (the "Park District"), and other capital
purposes as deemed necessary and advisable in accordance with an interlocal agreement between
the City and the Park District (the "Project") all as provided by the Bond Ordinance.
2.2 No Impermissible Private Business Use. No more than 10% ($100,000) of the
proceeds of the Bond (or of a corresponding portion of the Project being financed with proceeds
of the Bond) will be used for any private business use. No more than 5% ($50,000) of the
proceeds of the Bond (or of a corresponding portion of the Project being financed with proceeds
of the Bond) will be used either for any private business use that is unrelated to the governmental
purpose of the Bond or for any private business use that is related to a governmental purpose of
the Bond but exceeds the amount of proceeds of the Bond that are expected to be used for that
-1-
51263207.1
governmental purpose. No more than 5% of the proceeds of the Bond will be used directly or
indirectly to make or finance loans to any person other than a governmental unit, except a loan, if
any, which enables the borrower to finance a governmental tax or assessment of general
application for a specific essential governmental function, or that constitutes a nonpurpose
investment within the meaning of Section 148 of the Code.
3. Source and Disbursement of Proceeds.
3.1 Purchaser and Purchase Price of the Bond. The Bond will be sold to Cashmere
Valley Bank of Seattle, Washington (the "Purchaser"), at a price of par.
3.2 Funds Into Which Proceeds From the Issuance and Sale of the Bond Will Be
De osited. The principal proceeds to be derived by the City from the issuance and sale of the
Bond will be deposited in the City's Pool Improvement Fund, 2013 (the "Project Fund") and
used for the payment of the costs of the Project, including the costs of issuing, selling and
delivering the Bond.
3.3 Cost of the Project. The cost of the Project is estimated to be $1,666,666, which
cost will be paid from the proceeds of the issuance and sale of the Bond, reasonably expected
investment earnings therefrom, and other money legally available to be used therefor. The net
amount received by the City as a result of the sale of the Bond, after payment of all expenses of
issuing, selling and delivering the Bond, is not expected to exceed the amount necessary to pay
the costs of the Project.
4. Construction Schedule for the Proiect.
4.1 Commencement and Prosecution of Construction of the Project. Construction of
the Project is expected to began in November, 2012, and the City has entered into a contract or
otherwise incurred a substantial binding obligation toward commencement of the Project
involving an amount equal to at least 5% of the sale proceeds of the Bond, or will have entered
into such a contract or other substantial binding obligation within six months after the issue date
of the Bond. Work on the Project and expenditure of the sale proceeds of the Bond are expected
to proceed with due diligence to completion.
4.2 Completion of the Project. It is expected that at least 85% of the sale proceeds of
the Bond will be spent for the Project by February 1, 2016, the date that is three years after the
issue date of the Bond.
4.3 No Sale of Project Expected. The Project is not expected to be sold or otherwise
disposed of in whole or in part prior to maturity of the Bond other than to dispose of any portion
of the Project that becomes inadequate, obsolete, worn out, unfit or no longer necessary or useful
to the operation of the Project.
5. Payment of Bond.
5.1 Debt Service Structure. The Bond is a single general obligation bond of the City.
The Bond will be paid in approximately equal semiannual installments of principal and interest
due on each June 1 and December 1, beginning June 1, 2013, to the Maturity Date or earlier
-2-
51263207.1
prepayment of the Bond. The final installment payment of principal of and interest on the Bond,
whether on the Maturity Date or upon prepayment will be in an amount equal to the remaining
principal and interest due on the Bond.
5.2 Source of Payment. The Bond is payable from the proceeds of taxes levied
against all of the taxable property located within the City and other funds available therefor.
Those funds that are expected to be used to pay principal of or interest on the Bond will be
deposited in the City's Limited Tax General Obligation Bond Fund, 2013 (the "Bond Fund") and
used within 13 months of their deposit in that fund for payment of principal of or interest on the
Bond. The Bond Fund will be used primarily to achieve a proper matching of tax revenues of
the City and debt service on the Bond within each bond year. It is expected that the Bond Fund
will be depleted at least twice each year (on each June 1 and December 1), except for a
reasonable carryover amount not expected to exceed the greater of one year's earnings on that
fund or 1/6 of the annual debt service on the Bond.
5.3 Absence of Other Sinking Funds. Except for the Bond Fund, the City has not
created or established and does not expect to create or establish any reserve fund, sinking fund or
other similar fund, that is reasonably expected to be used directly or indirectly to pay debt service
on the Bond or any pledged fund with respect to which there is reasonable assurance that money
will be available in that fund to pay debt service on the Bond even if the City were to encounter
financial difficulties.
6. Restrictions on Investing Proceeds of the Bond in Higher Yielding Investments.
6.1 Calculation of Yield on Bond. Theyield on the Bond has been calculated as the
yield that when used in computing the present worth of all payments of principal of and interest
on the Bond, produces an amount equal to the issue price of the Bond. The Purchaser will hold
the Bond for its own account and the Bond will not be reoffered to the public. Therefore, the
"issue price" of the Bond is the principal amount thereof. The Bond bears interest at a "stepped"
fixed rate as provided in the Bond Resolution. Based on information provided by the City and
the Purchaser, the yield on the Bond has been calculated to be 2.4922%. In determining this
yield, no adjustments were made for costs of issuance of the Bond.
6.2 Restrictions on Investment of Proceeds in Higher Yielding Investments.
(a) Project Fund. The proceeds of the Bond deposited in the Project Fund
may be invested in higher yielding investments for a temporary period not exceeding three years
from the issue date of the Bond.
(b) Bond Fund. Amounts treated as replacement proceeds of the Bond
because they are held in the Bond Fund may be invested in higher yielding investments for a
temporary period not exceeding 13 months from the date of their deposit in the Bond Fund.
(c) Investment Earnings. Investment proceeds of the Bond for which no other
temporary period is available may be invested in higher yielding investments for a temporary
period of one year from the date of receipt of those investment earnings.
-3-
51263207.1
(d) Restricted Yield Investments. Proceeds (and amounts treated as
replacement proceeds) of the Bond that may not be invested in higher yielding investments will
be invested only in (i) obligations purchased at fair market value in bona fide, arm's length
transactions in an established market for those obligations and having yields not materially
higher than the yield on the Bond when calculated using the same frequency interval of
compounding interest as used for the Bond, (ii) obligations the interest on which is excluded
from gross income under Section 103 of the Code that are not private activity bonds under
Section 141 of the Code (or obligations treated as tax-exempt obligations under Section 103 of
the Code, e.g., obligations issued by certain qualified regulated investment companies that
invest, to the extent practicable, all of their assets in tax-exempt governmental bonds and meet
certain other conditions), and Demand Deposit Securities issued by the United States Treasury
pursuant to the State and Local Government Series program, or (iii) other United States Treasury
Obligations—State and Local Government Series having yields not materially higher than the
yield on the Bond.
7. Compliance With Arbitrage Rebate Requirement or Conditions for Exception From
Arbitrage Rebate Requirement.
7.1 General Arbitrage Rebate Compliance. If the Bond becomes subject to the rebate
requirement imposed by Section 148(f) of the Code, the City, in the manner and to the extent
required by that Section, will calculate and rebate to the United States any investment earnings
on gross proceeds of the Bond, that are in excess of the amounts that would have been earned if
those gross proceeds had been invested at the yield on the Bond, plus any income attributable to
such excess earnings. Investment earnings on amounts held in the Bond Fund will not be taken
into account for this. If the City for any reason fails to comply with the rebate requirement to the
extent applicable to the Bond, the City, to the extent permitted and required by Section 148(f)(7)
of the Code, will pay any penalty that may be necessary to preserve the tax exemption for
interest on the Bond.
7.2 Gross Proceeds of Bond Eligible for Six -Month Spending Exception From Rebate
Requirement. It is expected that all gross proceeds of the Bond (except an amount that is not
more than 5% of proceeds of the Bond) will be spent for the governmental purpose of the Bond
not later than the date that is 6 months after the issue date of the Bond, and that any gross
proceeds of the Bond remaining unspent at the end of that 6 month period will be spent for the
governmental purpose of the Bonds not later than the date that is 12 months after the issue date
of the Bonds. Solely for the purpose of this spending exception from the rebate requirement,
"gross proceeds" of the Bonds include sale and investment proceeds of the Bonds, but do not
include transferred proceeds or any amounts deposited and held in the Bond Fund (so long as it
constitutes a bona fide debt service fund for the Bonds). If these expenditure expectations are
actually realized, those gross proceeds of the Bonds will be excepted from the rebate requirement
pursuant to Section 148(f)(4)(B)(i) and (ii) of the Code. If these expenditure expectations are not
actually realized, all gross proceeds of the Bonds (other than amounts held in a bona fide debt
service fund) will be subject to the rebate requirement, unless the requirements of another
available spending exception from the rebate requirement are satisfied.
-4-
51263207.1
8. Bond Meets Other Arbitrate Requirements.
8.1 No Other Governmental Obligations Part of This Issue. There are no other
obligations of the City that are being sold at substantially the same time (less than 15 days apart)
as the Bond pursuant to the same plan of financing and that are reasonably expected to be paid
from substantially the same source of funds.
8.2 No Replacement of Funds Invested in Higher Yielding Investments. No portion
of the proceeds of the Bond will be used directly or indirectly to replace funds of the City
invested in higher yielding investments.
8.3 No Abusive Arbitrage Device. The primary, bona fide governmental purpose of
issuing the Bond is to finance the costs of the Project. No action is being taken or will be taken
in connection with the issuance of the Bond that has the effect of (i) enabling the City to exploit
the difference between tax-exempt and taxable interest rates to obtain a material financial
advantage by investing any portion of the gross proceeds of the Bond over any period of time,
and (ii) overburdening the tax-exempt bond market as a result of issuing the Bond in a larger
amount, issuing the Bond earlier, or allowing the Bond to remain outstanding longer than is
otherwise reasonably necessary to finance the Project.
8.4 No Intent To Earn Impermissible Arbitrage Profit. The City will not take any
intentional action to earn any impermissible arbitrage profit from the investment of gross
proceeds of the Bond.
9. Bond Meets Other Requirements for Tax Exemption.
9.1 Bond In Registered Form. The Bond.is issued only in registered form.
9.2 No Federal Guaranty. Except as otherwise permitted by the Code, payment of the
principal of or interest on the Bond is not guaranteed in whole or in part by the United States or
any agency or instrumentality thereof.
9.3 Information Return To Be Filed. The City will cause a Form 8038-G Information
Return respecting the Bond to be timely filed with the Internal Revenue Service.
9.4 Bond Not Hedge Bond. The City reasonably expects that (i) at least 85% of the
spendable proceeds of the Bond will be used to carry out the governmental purposes of the Bond
within the three-year period beginning on the issue date, and (ii) not more than 50% of the
proceeds of the Bond will be invested in nonpurpose investments having a substantially
guaranteed yield for 4 years or more.
9.5 Post -Issuance Compliance Procedures. The City has previously adopted and
implemented its "Post -Issuance Compliance Procedures for Tax -Exempt Bonds" to facilitate
compliance by the City with the applicable requirements of the Code that must be satisfied after
the issue date to maintain the tax exemption for interest on the Bond after the issue date.
-5-
51263207.1
10. Bond Tax Exempt and Not an Arbitrage Bond.
The City expects that bond counsel to the City will rely upon the foregoing facts,
estimates and circumstances in existence on the issue date and the reasonable expectations of the
City as to future events respecting the Bond to enable them to conclude that it is not expected
that proceeds of the Bond will be used in any manner that would cause the Bond to be an
arbitrage bond and to provide their opinion that the Bond is a governmental obligation the
interest on which is excluded from gross income for federal income tax purposes under Section
103 of the Code.
DATED February 1, 2013.
CITY OF TUKWILA, WASHINGTON
By
pt-o�
Pegg rthy, Financector
-6-
51263207.1
Form 8038-G I Information Return for Tax -Exempt Governmental Obligations
(Rev. September 2011) ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720
0 -See separate instructions.
Department of the Treasury
Internal Revenue Service I Caution: If the issue price is under $ 100, 000, use Form 8038 -GC.
■moi■ Renortina Authority If Amended Return. check here ► 1 1
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/su to
5 Report number (For IRS Use Only)
6200 Southeenter Boulevard
18 1 1,000,000
3
6 City, town, or post office, state, and ZIP code
7 Date of issue
Tukwila, Washington 98188
02/01/2013
8 Name of issue
9 CUSIP number
Limited Tax General Obligation Bond, 2013
N/A
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
Peggy McCarthy, Finance Director
206-433-1838
■tM0111111 Tvne of Issue tenter the issue nricel_ See the instnirtinns and attach schedule.
11
12
13
14
15
16
17
18
19
20
20
Education . . . . . . . . . . . . . .
Health and hospital . . . . . . . . . . . . . . . . . . . .
Transportation . . . . . . . . . . . . . . . . . . . . . .
Public safety . . . . . . . . . . . . . . . . . . . . . . .
Environment (including sewage bonds) . . . . . . . . . . . . . .
Housing . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . .
Other. Describe 10,Repairs to Pool
If obligations are TANS or RANs, check only box 19a . . . . . . . . .
If obligations are BANS, check only box 19b . . . . . . . . . . .
If obligations are in the form of a lease or installment sale, check box . . . .
. . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . . . .
. . . .
. . . . ► ❑
. . . . 111-
. . . . 0 -
11
12
13
14
15
16
17
18 1 1,000,000
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
Description of Obligations. Complete for the entire issue for which this form is being filed.
Description
(a) Final maturity date (b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
12/1/2022 $ 1,000,000
1,000,000
5.172 years
2.4922 %
Uses of Proceeds of Bond Issue (including underwriters' discount)
22
Proceeds used for accrued interest . . . . . . . . . . . . . .. . . . . . . .
22
0
23
1,000,000
23
Issue price of entire issue (enter amount from line 21, column (b)) . . . . .
24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 18,900
25
Proceeds used for credit enhancement . . . .. . . . . . . 25 0
26
Proceeds allocated to reasonably required reserve or replacement fund . 26 0
27
Proceeds used to -currently refund prior issues . . . . . . . . . 27 0
28
Proceeds used to advance refund prior issues . . . . . . . . 28 0
29
Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . .
29
18,900
30
981,100
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
Description of Refunded Bonds. Complete this part only for refunding bonds.
31
Enter the remaining weighted average maturity of the bonds'to be currently refunded . . . . ►
N/A years
32
Enter the remaining weighted 'average maturity of the bonds to be advance refunded . . . . ►
N/A years
33
Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ►
N/A
34
Enter the date(s) the refunded bonds were issued ► (MM/DDNYYY)
N/A
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 6V73S
Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev. 9-2011)
Page 2
35
Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
N/A
36a
Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a
N/A
b
Enter the final maturity date of the GIC 00-
c
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
N/A
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 obligation 0-
c
Enter the EIN of the issuer of the master pool obligation 0-
d
d
Enter the name of the issuer of the master pool obligation 0-
39
39
If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . .
. ► Q
40
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . .
. 0-
41a
41a
If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b
Name of hedge provider 0-
c
c
Type of hedge 0-
d
Term of hedge 0-
42
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 . . . . . . .
.►
44
If the issuer has established written procedures to monitor the requirements of section 148, check box . . . .
► E]
45a
If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement . . . . . . . . . 0-
b
b
Enter the date the official intent was adopted 0 -
Under
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 andbelief, t ey 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 thi r tum, to the pe on that I have authorized above.
Consent 02/01/2013 Peggy McCa►-thy, Finance Director
' Signature o i thorized representativ Date ' Type or print name and title
Paid
Print/Type pre r ame Pre er's ' nature Check ❑ if Date PTIN
Preparer Alice M. Ostdiek 02/01/2013 self-employed P01062938
Use Only Firm's name ),Foster Pepper PLLC Firm's EIN ► 91-0606972
Firm's address ►1111 Third Avenue, Suite 3400, Seattle, WA 98101 1 Phone no. (206) 4474400
Form 8038-G (Rev. 9-2011)
CERTIFICATE OF MAILING
I, Cynthia A. Nevins, a paralegal at Foster Pepper PLLC, in Seattle, Washington, certify
that on this day I mailed the original IRS Form 8038-G relating to the issuance of.-
City
f:
City of Tukwila, Washington
$1,000,000
Limited Tax General Obligation Bonds, 2013
Issue Date: February 1, 2013
Dated Date: February 1, 2013
to the Department of the Treasury, Internal Revenue Service Center, Ogden, Utah 84201, by
certified mail, return receipt requested (7001 2510 0005 1139 6252).
DATED: February 4, 2013.
Cyn is A. Nevins
51274817.1(040793-000025)
n1
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Ir u
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FEB 11 2013
.morr o
ILI
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Postage
M
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a
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Certified Fee
111
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Return Receipt Fee
(Endorsement Required)
O
p
O
0
0
Restricted Delivery Fee
(Endorsement Required)
O
D
Total Postage & Fees
ra
X17
IIIDFSentToV/�J�frU
Y-Ap-t.-or7, Apt. No.;O
Box No.C3----------
tate, ZIP -4
[�
O I
■ Complete items 1, 2, and &Also complete
item 4 if Restricted Delivery is desired.
■ 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:
A. Signature
X
B. Received by (Printed Name)
D. Is
If
Department of Treasury '= ` I
lnternal Revenue Service` ter L
Ogden, UT 84201 s.
❑ Agent
C. Date of Delivery
enter" �y�ayi I�ress��b�tov
❑
FEB 11 2013
ILI
ICL
'❑ Registered ❑ Return Receipt.for Merchandise
Insured Mail ❑ C.O.D.
4. Restricted Delivery? (Extra Fee) ❑ Yes
2. Article Number- ?001 2 510 0005 113 9 6252
(Transfer from service label
PS Form 3811, February 2004 Domestic Return Receipt 102595-02-10-1540
UNITED STATES POSTAL SERVICE First -Class Mail
Postage & Fees Paid
USPS
Permit No. G-10
• Sender. Please print your name, address, and ZIP+4 in this box •
Cindy Nevins
Foster Pepper PLLC
1111 Third Avenue, Suite 3400
Seattle, WA 98101
STATE OF WASHINGTON
r, DEPARTMENT OF COMMERCE
tS19
BOND 101 REPORT FORM
906 Columbia Street SW
P.O. Box 42525
Olympia, WA 98504-2525
Phone: 360/725-5021
Fax: 360/586-4162
Issue ID: 1302-005 Date Submitted: 02/04/2013
Issuer Information
Name of Issuer:
City of Tukwila, Washington
Address of Issuer:
6200 Southcenter Blvd
Tukwila, WA 98188
Issue Type:
City/Town
Principle User, if different than
issuer:
Counties in which the entity using
the bond proceeds is located:
King
❑ Various Counties - More than four
❑ Statewide
Issue Type and Title
Was this bond voter approved?
❑ Yes ■ No
Exact title of issue:
Limited Tax General Obligation Bond, 2013
Issue Sale Method:
Private Placement
If Competitive Bid, number of bids:
Debt Type:
GO Bond
Debt Category:
Bond
Series:
New/Refund/Combo:
New Issue
Issue Dates
Dated Date of Issue: 02/01/2013
Issue Closing Date: 02/01/2013
Date of Issue Sale: 01/22/2013
Issue Maturity Date: 12/01/2022
Issue Purpose
Purpose of Proceeds:
Undertak certain improvements to the pool and related facilities owned by the Tukwila
Metropolitan Park District and to pay the costs of issuance and sale of the Bond
Purpose Type:
Parks/Open Space
Is this a Bond Cap issuance?
❑ Yes ■ No
If yes:
Bond Cap Use Category:
Project Title:
Bond Cap Amount:
Par Value and Interest Rates
Tax -Exempt Par Value: $1,000,000.00
Net Tax -Exempt Interest Rate: 2.5% ❑ Variable
Taxable par Value: $0.00
Net Taxable Interest Rate: 0% ❑ Variable
Total Par Value: $1,000,000.00
Discount: $0.00
Premium: $0.00
Issue Costs
Printed on 2/4/2013 10:11:51 AM Page 1 of 3
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
ISri4
906 Columbia Street SW
P.O. Box 42525
Olympia, WA 98504-2525
Phone: 360/725-5021
Fax: 360/586-4162
Underlying security that supports the
debt (e.g. taxes or other revenue
streams
Taxes
Gross Underwriting Spread:
$0.00
❑
Estimate
Underwriting Spread per $1,000:
$0.00
Bond Counsel Fee:
$18,900.00
❑
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:
$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
Issuance Team
Name of Financial Advisor:
Name of Bond Counsel:
Foster Pepper PLLC
Name Of Lead Underwiter(s):
Cashmere Valley Bank
Name Of Company Insuring Bond:
Name of Bond Registrar:
Tukwila City Treasurer
Name of Trustee:
Bond Ratings
Standard & Poor's:
Moody's:
Fitch:
Attachments
Are bond covenants available?
■ Yes ❑ No
Is an Official Statement available?
❑ Yes ■ No
Reporter Contact Information
Reporter Name:
Alice M Ostdiek
Title:
Bond Counsel
Affiliation:
Foster Pepper PLLC
Printed on 2/4/2013 10:11:51 AM Page 2 of 3
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
iS9
906 Columbia Street SW
P.O. Box 42525
Olympia, WA 98504-2525
Phone: 360/725-5021
Fax: 360/586-4162
Address:
1111 Third Avenue, Suite 3400
Seattle, WA 98101
Email:
ostda@foster.com
Phone:
(206) 447-4400
Printed on 2/4/2013 10:11:51 AM Page 3 of 3
CERTIFICATE OF REGISTRAR
I, Peggy McCarthy, as the Finance Director of the City of Tukwila, Washington (the
"City"), and in my capacity as Registrar with regard to the Limited Tax General Obligation
Bond, 2013 of the City dated February 1, 2013 in the principal amount of $1,000,000, authorized
to be issued pursuant to Ordinance No. 2394, passed by the City Council and approved by the
Mayor on January 22, 2013 (the "Bond Ordinance"), DO HEREBY CERTIFY as follows:
I duly and properly authenticated and registered, pursuant to the instructions given to me
by the City and Cashmere Valley Bank (the "Bank"), a single, fully -registered Bond and
acknowledge that, as Registrar, I am responsible and liable for the authentication of the Bond
and for the performance of my duties and obligations as specifically set forth herein and in the
Bond Ordinance.
DATED as of February 1, 2013.
51263191.2
CITY OF TUKWILA, WASHINGTON
C
PeggyWdh ,
y, Finance Dir r
No. R-1 SPECIMEN
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF TUKWILA
LIMITED TAX GENERAL OBLIGATION BOND, 2013
Interest Rate: As Stated Below
Registered Owner:
CASHMERE VALLEY BANK
Principal Amount:
ONE MILLION DOLLARS
$1,000,000
Maturity Date: December 1, 2022
The CITY OF TUKWILA, WASHINGTON (the "City"), a municipal corporation of the State of
Washington, promises to pay to Cashmere Valley Bank (the "Bank"), the Registered Owner hereof from
the Limited Tax General Obligation Bond Fund, 2013 of the City (the "Bond Fund") maintained by the
City Finance Director (the "Bond Registrar"), to pay this Bond the Principal Amount identified above in
approximately equal semiannual installments of principal and interest due on each June 1 and
December 1, commencing June 1, 2013 to December 1, 2022 (the "Maturity Date") or earlier prepayment
in accordance with the schedule attached hereto as Exhibit A and incorporated herein by this reference.
The unpaid principal amount of this Bond shall bear interest from its date of delivery to the Bank,
through and including November 30, 2015 at a fixed rate of 1.75% per annum. Commencing on
December 1, 2015, through and including November 30, 2018, the unpaid principal amount of this Bond
will bear interest at a fixed rate of 2.85% per annum. Commencing on December 1, 2018, through and
including the Maturity Date, the unpaid principal amount of this Bond will bear interest at a fixed rate of
4.00% per annum. Interest will be computed on the basis of a 360 -day year consisting of twelve 30 -day
months.
Both principal of and interest on this Bond are payable in lawful money of the United States of America.
Principal of and interest on this Bond shall be paid by electronic funds transfer, or by checks or drafts of
the Bond Registrar mailed on the payment date to the Registered Owner at the address appearing on the
Bond Register no later than the second Business Day preceding the payment date. When the Bond has
been paid in full, both principal and interest, the Bond shall be surrendered by the owner to the Bond
Registrar, who shall cancel the Bond.
This Bond is issued by the City pursuant to Ordinance No. 2394 of the City (the "Bond
Ordinance") for general City purposes to provide the funds necessary to carry out certain improvements,
51363192.1
repairs and upgrades to the pool and related facilities owned by the Tukwila Metropolitan Park District,
and other capital purposes as deemed necessary and advisable in accordance with an interlocal agreement
between the City and the Tukwila Metropolitan Park District, and to pay the costs of issuance and sale of
this Bond.
The outstanding principal amount of this Bond may be prepaid in whole or in part at any time
prior to the Maturity Date at par plus accrued interest to the date of prepayment. The City will provide
the Bank with written notice of any intended prepayment at least 15 days prior to such prepayment date.
At any time there is a partial prepayment, the remaining semiannual installment payments shall be
recalculated as mutually agreed upon, in writing, by the City and the Bank to reflect either a reduction in
the semiannual payment amount, or the earlier maturity date of this Bond. Within seven business days of
prepayment, the Bank shall provide to the City and the Bond Registrar a recalculated payment schedule.
If this Bond is not paid when properly presented at is prepayment date or Maturity Date, the City
shall be obligated to pay interest on this Bond at the same rate provided herein until this 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 this Bond has been called for payment by giving notice of that call to the Registered
Owner.
The City in the Bond Ordinance has designated this Bond as a qualified tax-exempt obligation for
the purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
This Bond constitutes a general indebtedness of the City and is payable from tax revenues of the
City and such other money as is lawfully available and pledged by the City for repaying this Bond. For as
long as the Bond is outstanding, the City irrevocably pledges that it shall, in the manner provided by law
within the constitutional and statutory tax limitations provided by law without the assent of the voters,
include in its annual levy taxes amounts sufficient, together with other money that is lawfully available, to
pay the principal of and interest on the Bond as the same becomes due. The full faith, credit and
resources of the City are pledged irrevocably for the prompt payment of that principal and interest.
So long as this Bond is outstanding, the City will provide to the Bank in form and content
acceptable to the Bank its annual financial report.
Reference is made to the Bond Ordinance for other covenants and declarations of the City and
other terms and conditions upon which this Bond has been issued, which terms and conditions are made a
part hereof by this reference. The City irrevocably and unconditionally covenants that it will keep and
perform all of the covenants of this Bond and of the Bond Ordinance. Reference also is made to the Bond
Ordinance for the definitions of the capitalized terms used and not otherwise defined herein.
The City and the Bond Registrar may deem and treat the Registered Owner of this Bond as its
absolute owner for the purpose of receiving payment of principal and interest and for all other purposes,
and neither the City nor the Bond Registrar shall be affected by any notice to the contrary other than
proper notice of assignment. As used herein, Registered Owner means the person or entity named as
Registered Owner of this Bond on the front hereof and on the Bond Register.
This Bond may be assigned or transferred only in whole and will not transfer the Bond to a
subsequent investor unless the Bank causes such investor to receive such information regarding the City
and the Bond as is necessary to comply with Rule lOb-5 of the Securities and Exchange Commission.
The Bank agrees to indemnify the City and all of its agents and attorneys, with respect to any claim
asserted against the City or any of its agents or attorneys that is based on or related to the Bank's sale,
-2-
51263192.1
transfer or other disposition of the Bond, other than any claim that is based upon the willful misconduct of
the City or any of its agents or attorneys.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon has been signed by the Bond Registrar.
The principal of and interest on this Bond shall be paid only to the Registered Owner as of the
record date and to no other person or entity, and this Bond may not be assigned except on the Bond
Register.
It is certified that all acts, conditions and things required to be done precedent to and in the
issuance of this Bond have been done, have happened and have been performed as required by law, and
that the total indebtedness of the City, including the Bonds, does not exceed any constitutional or
statutory limitations.
IN WITNESS WHEREOF, the City has caused this Bond to be executed on behalf of the City by
the signatures of its Mayor and City Clerk and impressing the seal of the City hereon, this 15` day of
February, 2013.
Date of Authentication: February 1, 2013
CITY OF TUKWILA, WASHINGTON
By
Jim Ha , Mayor
By
Christy O'Flaherty, City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is the fully registered City of Tukwila, Washington, Limited Tax General Obligation
Bond, 2013, described in the Bond Ordinance.
C
By �Q"'
Fin ector, as Bond Rey1rar
-3-
51263192.1
CERTIFICATE OF TRANSFEREE
In connection with the transfer of the Limited Tax General Obligation Bond, 2013 (the "Bond"),
in the original principal amount of $1,000,000 of the City of Tukwila, Washington (the "City") to the
undersigned registered owner of this Bond (the "Owner"), the Owner hereby acknowledges and
represents that it has been advised that this Bond is not registered under the Securities Act of 1933, as
amended, that the City is not required to register under Section 12 of the Securities Exchange Act of
1934, as amended, and that no credit rating for this Bond has been requested or is available from a
nationally recognized credit rating agency. The Owner, therefore, realizes that if and when the Owner
wishes to resell this Bond there may not be available sufficient business and financial information about
this Bond of a type required by any purchaser. Further, no trading market now exists or is expected to
exist for tlus Bond. Accordingly, the Owner understands that it needs to bear the risks of investment in
this Bond until its maturity, since any sale prior to such date may not be possible or may be at a price
below that for which the Owner is acquiring this Bond.
The Owner further represents that it is acquiring the Bond for investment and not with the
intention of resale.
Dated:
(Name of New Registered Owner)
By:
Title:
-4-
51263192.1
Payment Period
02/01/13
06/01/13
12/01/13
06/01/14
12/01/14
06/01/15
12/01/15
06/01/16
12/01/16
06/01/17
12/01/17
06/01/18
12/01/18
06/01/19
12/01/19
06/01/20
12/01/20
06/01/21
12/01/21
06/01/22
12/01/22
51263192.1
EXHIBIT A
DEBT SERVICE SCHEDULE
Beginning Principal
1,000,000.00 (50,731.67)
949,268.33 (48,258.90)
901,009.43 (48,681.17)
852,328.26. (49,107.13)
803,221.13 (49,536.82)
753,684.31 (49;970.26)
703,714.05 (46,537.07)
657,176.98 (47,200.23)
609,976.75 (47,872.83)
562,103.92 (48,555.02)
513,548.90 (49,246.93)
464,301.97 (49,948.70)
.414,353.27 (48,277.93)
366,075.34 (49,243.49)
316,831.85 (50,228.36)
2.66,603.49 (51,232.93)
215,370.56 (52,257.59)
163,112.97 (53,302.74)
109,810.23 (54,368.80)
55,441.43 (55,441.43)
Interest
Rate Interest
1.75%
(5,833.33)
1.75%
(8,306.10)
1.75%
(7,883.83)
1.75%
(7,457.87)
1.75%
(7,028.18)
1.75%
(6,594.74)
2.85%
(10,027.93)
2.85%
(9,364.77)
2.85%
(8,692.17)
2.85%
(8,009.98)
2.85%
(7,318.07)
2.85%
(6,616.30)
4.00%
(8,287.07)
4.00%
(7,321.51)
4.00%
(6,336.64)
4.00%
(5,332.07)
4.00%
(4,307.41)
4.00%
(3,262.26)
4.00%
(2,196.20)
4.00%
(1,108.83)
(131,285.26)
Ending Cash flow
1,000, 000.00 1, 000, 000.00
949,268.33 (56,565.00)
901,009.43 (56,565.00)
852,328.26 (56,565.00)
803,221.13 (56,565.00)
753,684.31 (56,565.00)
703,714.05 (56,565.00)
657,176.98 (56,565.00)
609,976.75 (56,565.00)
562,103.92 (56,565.00)
513,548.90 (56,565.00)
464,301.97 (56,565.00)
414,353.27 (56,565.OQ)
366,075.34 (56,565.00)
316,831.85 (56,565.00)
266,603.49 (56,565.00)
215,370.56 (56,565.00)
163,112.97 (56,565.00)
109,810.23 (56,565.00)
55,441.43 (56,565.00)
- (56,550.26)
BOND REGISTER
CITY OF TUKWILA, WASHINGTON
$1,000,000
LIMITED TAX GENERAL OBLIGATION BOND, 2013
Name of Registered Owner: Cashmere Valley Bank
Address of Registered Owner: 117 Aplets Way
P.O. Box G
Cashmere, WA 98815
Bond No.: R-1
Tax ID No.: 91-0168460
Dated: February 1, 2013
51263191.2
P.'� kc
Peggy, arthy, Finance D ctor
PURCHASER'S RECEIPT AND CERTIFICATE
I, Ron Olsen, Director, Municipal Services, of Cashmere Valley Bank, Cashmere,
Washington (the "Purchaser") DO HEREBY CERTIFY AND ACKNOWLEDGE as follows:
1. The Purchaser acknowledges receipt this day of the $1,000,000 par value Limited
Tax General Obligation Bond, 2013 (the "Bond"), of the City of Tukwila, Washington (the
"City"), dated February 1, 2013.
2. The Purchaser has made a complete investigation of the facts and circumstances
furnished to it by the City relating to the issuance and delivery of the Bond. Such investigation
included, without limitation, a review of: (i) the nature and purpose of the Bond; (ii) the
application of the Bond proceeds for general City purposes to provide the funds necessary to
undertake certain improvements to the pool and related facilities owned by the Tukwila Pool
Metropolitan Park District and to pay the costs of issuance and sale of the Bond; (iii) the
financial condition of the City, including its outstanding obligations and ability to repay the
principal of and interest on the Bond; (iv) the Purchaser's remedies in the event of default in the
payment of principal of and interest on the Bond, subject to applicable laws, or other laws
affecting creditors' rights; and (v) Ordinance No. 2394, passed by the City Council on
January 21, 2013.
3. The Purchaser is satisfied that it has had access to all material information
necessary to make a sound investment decision and that the City has responded fully and
accurately to all requests for information, and no further information relating to the City or the
Bond is desired.
4. The Bond will be held by the Purchaser for its own accord and is not expected to
be reoffered to the public.
DATED as of February 1, 2013.
51263191.2
CASHMERE VALLEY BANK
Ron b1sen, Director, Municipal Services
RECEIPT FOR PAYMENT
The CITY OF TUKWILA, WASHINGTON, acknowledges receipt from Cashmere
Valley Bank this day of $981,100 in full payment for the City's $1,000,000 par value Limited
Tax General Obligation Bond, 2013, which settlement amount was computed as follows:
Par value of Bond
$1,000,000.00
Less: Amount Wired to Foster Pepper PLLC
for payment of Bond Counsel Fee (18,900.00)
TOTAL SETTLEMENT AMOUNT $981,100.00
DATED: February 1, 2013.
51263191.2
CITY OF TUKWILA, WASHINGTON
00 a a. " I -
Peggy M y, Finance Direc r
FOSTER PEPPER .«.
February 1, 2013
City of Tukwila, Washington
Cashmere Valley Bank
Bellevue, Washington
Re: City of Tukwila, Washington
$1,000,000 Limited Tax General Obligation Bond, 2013
We have served as bond counsel to the City of Tukwila, Washington (the "City"), in connection
with the issuance of the above -referenced bond (the "Bond"), and in that capacity have examined such
law and such certified proceedings and other documents as we have deemed necessary to render this
opinion. As to matters of fact material to this opinion, we have relied upon representations contained in
the certified proceedings and other certifications of public officials furnished to us, without undertaking to
verify the same by independent investigation.
The Bond is issued by the City pursuant to Ordinance No. 2394 (the "Bond Ordinance") for
general City purposes to provide the funds necessary to undertake certain improvements to the pool and
related facilities owned by the Tukwila Pool Metropolitan Park District and to pay the costs of issuance
and sale of the Bond, all as set forth in the Bond Ordinance.
Reference is made to the Bond and the Bond Ordinance for the definitions of capitalized terms
used and not otherwise defined herein.
We have not been engaged to review and thus express no opinion concerning the completeness or
accuracy of any official statement, offering circular or other sales or disclosure material relating to the
issuance of the Bond or otherwise used in connection with the Bond.
Under the Internal Revenue Code of 1986, as amended (the "Code"), the City is required to
comply with certain requirements after the date of issuance of the Bond in order to maintain the exclusion
of the interest on the Bond from gross income for federal income tax purposes, including, without
limitation, requirements concerning the qualified use of Bond proceeds and the facilities financed or
refinanced with Bond proceeds, limitations on investing gross proceeds of the Bond in higher yielding
investments in certain circumstances and the arbitrage rebate requirement to the extent applicable to the
Bond. The City has covenanted in the Bond Ordinance to comply with those requirements, but if the City
fails to comply with those requirements, interest on the Bond could become taxable retroactive to the date
of issuance of the Bond. We have not undertaken and do not undertake to monitor the City's compliance
with such requirements.
Based upon the foregoing, as of the date of initial delivery of the Bond to the purchaser thereof
and full payment therefor, it is our opinion that under existing law:
TEL: 206.447.4400 FAx: 206.447.9700 IIII THIRD AVENUE, SUITE 3400 SEATTLE, WASHINGTON 98101-3299 www.FOSTER.coM
51256841.2
SEATTLE WASHINGTON SPOKANE WASHINGTON
City of Tukwila, Washington
Cashmere Valley Bank
February 1, 2013
Page 2
The City is a duly organized and legally existing code city under the laws of the State of
Washington.
2. The Bond has been duly authorized and executed by the City and is issued in full
compliance with the provisions of the Constitution and laws of the State of Washington and the
ordinances of the City relating thereto.
3. The Bond constitutes a valid and binding general obligation of the City payable from
annual ad valorem taxes to be levied 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, except only to
the extent that enforcement of payment may be limited by bankruptcy, insolvency or other laws affecting
creditors' rights and by the application of equitable principles and the exercise of judicial discretion in
appropriate cases.
4. Assuming compliance by the City after the date of issuance of the Bond with applicable
requirements of the Code, the interest on the Bond is excluded from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the alternative minimum tax applicable to
individuals; however, while interest on the Bond also is not an item of tax preference for purposes of the
alternative minimum tax applicable to corporations, interest on the Bond received by corporations is to be
taken into account in the computation of adjusted current earnings for purposes of the alternative
minimum tax applicable to corporations, interest on the Bond received by certain S corporations may be
subject to tax, and interest on the Bond received by foreign corporations with United States branches may
be subject to a foreign branch profits tax. We express no opinion regarding any other federal tax
consequences of receipt of interest on the Bond.
This opinion is given as of the date hereof, and we assume no obligation to 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.
We bring to your attention the fact that the foregoing opinions are expressions of our professional
judgment on the matters expressly addressed and do not constitute guarantees of result.
No attorney-client relationship has existed or exists between our firm and Cashmere Valley Bank
in connection with the Bond or by virtue of this letter.
Respectfully submitted,
FOSTER PEPPER PLLC
51256841.2